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COMMISSION FILE NO. 1-6903
FORM 8-A/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TRINITY INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 75-0225040
(STATE OF INCORPORATION) (IRS EMPLOYER IDENTIFICATION NO.)
2525 STEMMONS FREEWAY, DALLAS, TEXAS 75207-2401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING NEW YORK STOCK EXCHANGE
PREFERRED STOCK
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO
GENERAL INSTRUCTION A.(c), PLEASE CHECK THE FOLLOWING BOX. [X]
IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES
PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO
GENERAL INSTRUCTION A.(d), PLEASE CHECK THE FOLLOWING BOX. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On March 11, 1999, the Board of Directors of Trinity Industries, Inc.
(the "Company") declared a dividend distribution of one right (a "Right") for
each outstanding share of the Company's common stock, $1.00 par value (the
"Common Stock"), to stockholders of record at the close of business on April 27,
1999. See the Company's Registration Statement on Form 8-A, filed April 2, 1999
for a complete description of the Rights Agreement (the "Rights Agreement")
between the Company and The Bank of New York, as Rights Agent (the "Rights
Agent").
On August 13, 2001, the Company, TCMC Acquisition Corp., an Illinois
corporation and wholly owned subsidiary of the Company ("Merger Sub"), Thrall
Car Management Company, Inc., a Delaware corporation ("Newco"), and Thrall Car
Manufacturing Company, an Illinois corporation and wholly owned subsidiary of
Newco ("Thrall"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Subject to the terms and conditions of the Merger Agreement, Merger
Sub will merge with and into Thrall and Thrall will become a wholly owned
subsidiary of the Company. In the Merger, Newco will receive (a) One Hundred
Sixty-Five Million Five Hundred Thousand Dollars ($165,500,000) in cash, (b)
Seven Million One Hundred Fifty Thousand (7,150,000) shares of Common Stock and
(c) the right to receive additional payments of up to Forty-Five Million Dollars
($45,000,000)) over a five year period, based on a formula related to the
annual railcar industry productions levels.
In connection with the Merger Agreement, the Company and the Rights
Agent have amended the terms of the Rights Agreement (the "Amendment") so that
Newco shall only be considered an "Acquiring Person" (as defined in the Rights
Agreement) when Newco, alone or together with all Affiliates (as defined in the
Rights Agreement) and Associates (as defined in the Rights Agreement), shall be
the Beneficial Owner (as defined in the Rights Agreement) of more than 20% of
the shares of Common Stock then outstanding (after including the shares of
Common Stock acquired, or subject to acquisition, by Newco under or pursuant to
the Merger Agreement). The Amendment further provides that a stockholder of
Newco shall only be considered an "Acquiring Person" when the stockholder, alone
or together with all Affiliates and Associates, shall be the Beneficial Owner of
more than 20% of the shares of Common Stock then outstanding (after including
the shares of Common Stock acquired, or subject to acquisition, by Newco under
or pursuant to the Merger Agreement).
This summary description of the Amendment does not purport to be
complete and is qualified in its entirety by reference to the Amendment,
incorporated by reference herein.
Item 2. Exhibits
Item 2 of the Registration Statement is hereby amended and restated to
read in its entirety as follows:
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1 Rights Agreement, dated as of March 11, 1999, by and between Trinity
Industries, Inc. and The Bank of New York, as Rights Agent, including
exhibits thereto.
2 Amendment No. 1 to Rights Agreement dated August 13, 2001, amending the
Rights Agreement, dated as of March 11, 1999, by and between Trinity
Industries, Inc. and The Bank of New York, as Rights Agent.
3 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock and Form of Certificate of Amendment to
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of Trinity Industries, Inc. (attached as
Exhibit 1 to the Rights Agreement filed as Exhibit 1).
4 Form of Rights Certificate (attached as Exhibit 2 to the Rights
Agreement filed as Exhibit 1).
* * * * *
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
TRINITY INDUSTRIES, INC.
August 16, 2001 By /s/ MICHAEL G. FORTADO
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Michael G. Fortado
Vice President, General Counsel and
Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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1 Rights Agreement, dated as of March 11, 1999, by and between Trinity
Industries, Inc. and The Bank of New York, as Rights Agent, including
exhibits thereto (previously filed as Exhibit 1 to the Registrant's
Registration Statement on Form 8-A, filed on April 2, 1999).
2 Amendment No. 1 to Rights Agreement dated August 13, 2001, amending the
Rights Agreement, dated as of March 11, 1999, by and between Trinity
Industries, Inc. and The Bank of New York, as Rights Agent (filed
herewith).
3 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock and Form of Certificate of Amendment to
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of Trinity Industries, Inc. (attached as
Exhibit 1 to the Rights Agreement filed as Exhibit 1).
4 Form of Rights Certificate (attached as Exhibit 2 to the Rights
Agreement filed as Exhibit 1).
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