As filed with the Securities and Exchange Commission on April 5, 2002
Registration No. _______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRINITY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-0225040
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2525 STEMMONS FREEWAY
DALLAS, TEXAS 75207-2401
(Address of Principal Executive Offices) (Zip Code)
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OPTIONS GRANTED TO CERTAIN EMPLOYEES OF A SUBSIDIARY OF REGISTRANT
PURSUANT TO NON-QUALIFIED STOCK OPTION AGREEMENTS
RESTRICTED STOCK ISSUED TO CERTAIN EMPLOYEES OF A SUBSIDIARY OF REGISTRANT
PURSUANT TO RESTRICTED STOCK GRANT AGREEMENTS
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(Full title of the plans)
MICHAEL G. FORTADO
TRINITY INDUSTRIES, INC.
2525 STEMMONS FREEWAY
DALLAS, TEXAS 75207-2401
(Name and address of agent for service)
(214) 631-4420
(Telephone number, including area code, of agent for service)
With copies to:
W. Scott Wallace
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5587
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CALCULATION OF REGISTRATION FEE
PROPOSED
TITLE OF SECURITIES AMOUNT MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEE
------------------- ---------------- --------------- ------------------------ ----------------
Common Stock, $1.00 par value,
Issuable Pursuant to Options
Granted to Certain Employees of
a Subsidiary of Registrant....... 160,000 shares(1)(4) $24.67(5) $3,947,200(5) $363.14(5)
Common Stock, $1.00 par value,
Issued to Certain Employees of
a Subsidiary of Registrant
Pursuant to Restricted Stock
Grant Agreements................. 7,800 shares(2)(4) $24.105(6) $ 188,019(6) $ 17.30(6)
-------------- -------
Aggregate Shares Registered 167,800 shares Aggregate Registration Fee $380.44
(1) The Company is registering 160,000 shares of its common stock, par value
$1.00 per share (the "Common Stock"), for issuance to certain employees of
TCMC Acquisition Corp., a wholly owned subsidiary of the Company, pursuant
to Non-Qualified Stock Option Agreements entered into between the Company
and certain employees of TCMC Acquisition Corp. at an exercise price of
$26.47 per share.
(2) The Company is registering for resale 7,800 shares of Common Stock issued
to certain employees of TCMC Acquisition Corp., a wholly owned subsidiary
of the Company, pursuant to Restricted Stock Grant Agreements entered into
between the Company and the employees set forth below, in the amounts set
forth opposite such employees' names.
GRANTEE SHARES
------- ------
Michael G. Flannery 4,800
Martin Graham 3,000
(3) Pursuant to Rule 416 promulgated under the Securities Act of 1933, this
Registration Statement shall also cover such indeterminable number of
additional shares of Common Stock as may become issuable pursuant to terms
designed to prevent dilution resulting from stock splits, stock dividends,
mergers or combinations or similar events.
(4) Each share is accompanied by a preferred stock purchase right pursuant to a
Rights Agreement between the Company and the Bank of New York, as Rights
Agent.
(5) The offering price per share, aggregate offering price and registration fee
with respect to the shares issuable under the Non-Qualified Stock Option
Agreements have been calculated in accordance with paragraph (h)(1) of Rule
457 promulgated under the Securities Act of 1933, based on an exercise
price of $24.67 per share for the 160,000 shares being registered for
issuance pursuant to the Non-Qualified Stock Option Agreements.
(6) The offering price per share, aggregate offering price and registration fee
with respect to the shares issued under the Restricted Stock Grant
Agreements have been calculated in accordance with paragraph (c) of Rule
457 promulgated under the Securities Act of 1933, based on the average of
the high and the low prices of the Common Stock on April 3, 2002, as
reported in the consolidated reporting system of the New York Stock
Exchange.
TRINITY INDUSTRIES, INC.
7,800 SHARES OF COMMON STOCK
We use the terms "we," "us," and "our" to refer to Trinity Industries,
Inc., a Delaware corporation, and its subsidiaries unless the context indicates
otherwise.
This prospectus relates to 7,800 shares of common stock of Trinity
Industries, Inc. to be sold from time to time by the selling stockholders,
Michael G. Flannery and Martin Graham. Trinity is not selling any shares under
this prospectus, and Trinity will not receive any of the proceeds from the sale
of the shares of common stock by the selling stockholders.
The selling stockholders may sell the shares of common stock covered by
this prospectus in a number of different ways and at varying prices. We provide
more information about how the selling stockholder may sell its shares in the
section entitled "Plan of Distribution" on page 4. You should read this
prospectus and any supplement carefully before you invest.
Our common stock is traded on the New York Stock Exchange under the
symbol "TRN." On April 4, 2002, the last reported sale price of the common stock
on the New York Stock Exchange was $24.47 per share.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is April 5, 2002
TABLE OF CONTENTS
Page
----
Use of Proceeds...................................................................................................3
Selling Stockholders..............................................................................................3
Plan of Distribution..............................................................................................4
Legal Matters.....................................................................................................5
Experts...........................................................................................................5
Where To Find More Information....................................................................................5
Incorporation of Documents by Reference...........................................................................6
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USE OF PROCEEDS
Trinity Industries will not receive any proceeds from any sale of
shares of common stock by the selling stockholders. The selling stockholders
will receive all of the net proceeds from the sale of shares of common stock
offered.
SELLING STOCKHOLDERS
General. This prospectus covers offers and sales from time to time of
our common stock by the selling stockholders. Under Rule 416 of the Securities
Act, the selling stockholder may also offer and sell shares of common stock
issued to the selling stockholders as a result of, among other events, stock
splits, stock dividends and similar events that effect the number of shares of
common stock currently held by the selling stockholders.
Selling Stockholder Table. The following table lists the names of the
selling stockholders, the number of shares of common stock owned by each selling
stockholder before this offering, the number of shares of common stock that may
be offered by the selling stockholders under this prospectus and the number of
shares of common stock to be owned by the selling stockholders upon completion
of the offering if all shares registered for resale by this registration
statement are sold.
The selling stockholders were employed by Thrall Car Manufacturing
Company, or its parent company, Duchossois Industries, Inc., prior to Thrall's
merger with TCMC Acquisition Corp., a wholly- owned subsidiary of Trinity
Industries. In connection with the merger, the selling stockholders became
employees of a subsidiary of Trinity Industries, and Trinity Industries issued
shares of its common stock to the selling stockholders in connection with the
merger. Other than as described in this paragraph, the selling stockholders have
not held any position or office or had any other material relationship with us
in the last three years. The information below is as of April 5, 2002 and has
been furnished by the selling stockholders.
NUMBER OF NUMBER OF PERCENTAGE OF
SHARES OWNED SHARES BEING NUMBER OF SHARES OUTSTANDING
PRIOR TO REGISTERED OWNED AFTER THIS COMMON
NAME OF SELLING STOCKHOLDER OFFERING(1) FOR RESALE OFFERING(2) STOCK(3)
--------------------------- ------------ ---------- ---------------- -------------
Michael G. Flannery.................... 4,800 4,800 -0- (1)
Martin Graham.......................... 3,000 3,000 -0- (1)
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(1) Less than 1%.
(2) Assumes all shares registered under this registration statement will be
offered and sold.
(3) Computed based on 45,897,525 shares of common stock outstanding as of
March 29, 2002.
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PLAN OF DISTRIBUTION
The selling stockholders, their pledgees, donees, transferees or other
successors-in-interest, may, from time to time, sell all or a portion of the
shares of common stock being registered hereunder in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to such market prices or at
negotiated prices. The selling stockholders may sell their shares of common
stock by one or more of the following methods, without limitation:
o block trades in which the broker or dealer so engaged will
attempt to sell the shares of common stock as agent but may
position and resell a portion of the block as principal to
facilitate the transaction;
o purchases by a broker or dealer as principal and resale by
such broker or dealer for its account pursuant to this
prospectus;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
o privately negotiated transactions;
o short sales;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
From time to time the selling stockholders may engage in short sales,
short sales against the box, puts and calls and other transactions in our
securities or derivatives thereof, and may sell and deliver the shares of common
stock in connection therewith or in settlement of securities loans. From time to
time the selling stockholders may pledge their shares of common stock pursuant
to the margin provisions of their customer agreements with their brokers. Upon a
default by the selling stockholders, the selling stockholders' brokers may offer
and sell the pledged shares of common stock from time to time.
In effecting sales, brokers and dealers engaged by the selling
stockholders may arrange for other brokers or dealers to participate in such
sales. Brokers or dealers may receive commissions or discounts from the selling
stockholders (or, if any such broker-dealer acts as agent for the purchaser of
such shares, from such purchaser) in amounts to be negotiated which are not
expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with the selling stockholders to sell a specified
number of such shares of common stock at a stipulated price per share, and, to
the extent such broker-dealer is unable to do so acting as agent for a selling
stockholder, to purchase as principal any unsold shares of common stock at the
price required to fulfill the broker-dealer commitment to the selling
stockholder. Broker-dealers who acquire shares of common stock as principal may
thereafter resell such shares of common stock from time to time in transactions
(which may involve block transactions and sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the- counter market or otherwise at prices and on terms then prevailing at
the time of sale, at prices then
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related to the then-current market price or in negotiated transactions and, in
connection with such resales, may pay to or receive from the purchasers of such
shares commissions as described above. The selling stockholders may also sell
the shares of common stock in accordance with Rule 144 under the Securities Act,
rather than pursuant to this prospectus.
The selling stockholders and any broker-dealers or agents that
participate with the selling stockholders in sales of the shares of common stock
may be deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
To comply with certain states' securities laws, if applicable, the
shares of common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
common stock may not be sold unless the common stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is satisfied.
LEGAL MATTERS
The validity of the issuance of the common stock offered in this
prospectus is being passed upon for us by our lawyers, Haynes and Boone, LLP,
Dallas, Texas.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedules included in our Form 10-K for the nine-month
period ended December 31, 2001, as set forth in their report, which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements and schedules are incorporated by reference
in reliance on Ernst & Young LLP's reports, given on their authority as experts
in accounting and auditing.
WHERE TO FIND MORE INFORMATION
We are subject to the reporting requirements of the Securities Exchange
Act of 1934, as amended, and file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy these
reports, proxy statements and other information at the SEC's public reference
facilities at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
You can request copies of these documents by writing to the SEC and paying a fee
for the copying cost. Please call the SEC at 1-800-SEC-0330 for more
information about the operation of the public reference facilities. SEC filings
are also available at the SEC's Web site at http://www.sec.gov. Our common stock
is listed on the New York Stock Exchange, and you can read and inspect our
filings at the offices of the New York Stock Exchange at 20 Broad Street, New
York, New York 10005.
This prospectus is only part of a Registration Statement on Form S-8
that we have filed with the SEC under the Securities Act of 1933, as amended,
and therefore omits information contained in the Registration Statement. We have
also filed exhibits and schedules with the Registration Statement that are
excluded from this prospectus, and you should refer to the applicable exhibit or
schedule for a complete
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description of any statement referring to any contract or other document. You
may inspect a copy of the Registration Statement, including the exhibits and
schedules, without charge, at the public reference room or obtain a copy from
the SEC upon payment of the fees prescribed by the SEC.
INCORPORATION OF DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" information that we
file with them. Incorporation by reference allows us to disclose important
information to you by referring you to those other documents. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We filed a Registration Statement on Form S-8 under
the Securities Act of 1933 with the SEC with respect to the common stock being
offered pursuant to this prospectus. This prospectus omits information contained
in the Registration Statement, as permitted by the SEC. You should refer to the
Registration Statement, including the exhibits, for further information about us
and the common stock being offered pursuant to this prospectus. Statements in
this prospectus regarding the provisions of documents filed with, or
incorporated by reference in, the Registration Statement are not necessarily
complete and each statement is qualified in all respects by that reference.
Copies of all or any part of the Registration Statement, including the documents
incorporated by reference or the exhibits, may be obtained upon payment of the
prescribed rates at the offices of the SEC listed above. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of our shares of common stock covered by the Registration
Statement. The documents we are incorporating by reference are:
o Our Transition Report on Form 10-K for the nine months ended
December 31, 2001;
o Our Current Report on Form 8-K, filed February 19, 2002;
o Our Current Report on Form 8-K, filed March 7, 2002;
o Our Current Report on Form 8-K, filed March 12, 2002;
o Our Current Report on Form 8-K, filed March 20, 2002;
o The description of our common stock contained in our
Registration Statement on Form S- 4 dated July 17, 1996
(Registration No. 333-8321), as amended by Post-Effective
Amendment No. 1 dated July 19, 1996;
o The description of our rights to purchase Series A Junior
Participating Preferred Stock contained in our Registration
Statement on Form 8-A filed with the SEC on April 2, 1999, as
amended by filings on August 22, 2001 and October 31, 2001,
including any subsequent amendments or reports filed for the
purpose of updating that description; and
o All documents filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this prospectus and prior to the
termination of the effectiveness of the Registration Statement
of which this prospectus is a part.
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You can obtain any of the filings incorporated by reference in this
prospectus through us or from the SEC through the SEC's website or at the
address listed above. Documents incorporated by reference are available from us
without charge, excluding any exhibits to those documents that are not
specifically incorporated by reference in those documents. You can request a
copy of the documents incorporated by reference in this prospectus and other
documents and agreements referred to in this prospectus by requesting them in
writing or by telephone from us at the following address:
Trinity Industries, Inc.
2525 Stemmons Freeway
Dallas, Texas 75207-2401
Attention: Michael G. Fortado
Telephone: (214) 631-4420
This prospectus is part of a Registration Statement we filed with the
SEC. You should rely only on the information incorporated by reference in or
provided in this prospectus and the Registration Statement. We have not
authorized any other person to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the front of this document.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Trinity Industries, Inc. (the "Company") hereby incorporates by
reference the following documents filed with the Securities and Exchange
Commission (the "Commission"):
a) The Company's Transition Report on Form 10-K for the nine
months ended December 31, 2001;
b) The Company's Current Report on Form 8-K, filed February 19,
2002;
c) The Company's Current Report on Form 8-K, filed March 7, 2002;
d) The Company's Current Report on Form 8-K, filed March 12,
2002;
e) The Company's Current Report on Form 8-K, filed March 20,
2002;
f) The description of our common stock contained in our
Registration Statement on Form S-4 dated July 17, 1996
(Registration No. 333-8321), as amended by Post-Effective
Amendment No. 1 dated July 19, 1996;
g) The description of our rights to purchase Series A Junior
Participating Preferred Stock contained in our Registration
Statement on Form 8-A filed with the SEC on April 2, 1999, as
amended by filings on August 22, 2001 and October 31, 2001,
including any subsequent amendments or reports filed for the
purpose of updating that description; and
h) All documents filed by us pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this prospectus and prior to the
termination of the effectiveness of the Registration Statement
of which this prospectus is a part.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this Registration Statement modifies
or supersedes such statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
(a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(collectively, a "Proceeding") (other than an action by or in the right of the
corporation) by reason of the fact that he or she is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Section 145(b) of the DGCL provides that a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against such expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnification
for such expenses which the court shall deem proper.
Further, Section 145(c) of the DGCL provides that, to the extent a
director or officer of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
Section 145(f) of the DGCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the bylaws or indemnification agreements. The Company's Bylaws
contain provisions regarding the indemnification of directors and officers of
the Company. Article VI of the Company's Bylaws provides for the indemnification
of the Company's officers and directors to substantially the same extent
permitted by the DGCL.
The indemnification described above (unless ordered by a court) shall
be paid by the Company unless a determination is made (i) by the Company's Board
of Directors by a majority vote of a quorum consisting of directors who were not
parties to such Proceeding, or (ii) if such a quorum is not obtainable, or, even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion, or (iii) by the Company's stockholders, that
indemnification of the director, officer, employee or agent is not proper in the
circumstances because he has not met the applicable standard of conduct set
forth above.
Article VI of the Company's Bylaws provides that costs, charges and
expenses (including attorneys' fees) incurred by a person seeking
indemnification under Article VI of the Company's Bylaws in defending a
Proceeding shall be paid by the Company in advance of the final disposition of
such Proceeding; provided, however, that the payment of such costs, charges and
expenses incurred by a director or officer in his
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capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer) in
advance of the final disposition of such Proceeding shall be made only upon
receipt of an undertaking by or on behalf of the director or officer to repay
all amounts so advanced in the event that it shall ultimately be determined that
such director or officer is not entitled to be indemnified by the Company. The
Board of Directors may, upon approval of such director, officer, employee or
agent of the Company, authorize the Company's counsel to represent such person
in any Proceeding, whether or not The Company is a party to such Proceeding.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, but excludes specifically liability
for any (i) breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) acts or omissions not in good faith or involving intentional
misconduct or a knowing violation of law, (iii) payments of unlawful dividends
or unlawful stock repurchases or redemptions, or (iv) transactions from which
the director derived an improper personal benefit. The provision does not limit
equitable remedies, such as an injunction or rescission for breach of a
director's fiduciary duty of care.
The Company's Certificate of Incorporation contains a provision
eliminating the personal liability of a director from breaches of fiduciary
duty, subject to the exceptions described above.
(b) The Company has entered into Indemnity Agreements with all of its
directors and officers that establish contract rights to indemnification
substantially similar to the rights to indemnification provided for in the
Company's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The Company is registering for resale 7,800 shares of Common Stock
issued to two employees of TCMC Acquisition Corp., a wholly owned subsidiary of
the Company, pursuant to Restricted Stock Grant Agreements entered into between
the Company and such employees. The Company issued these 7,800 shares of Common
Stock under the exemption provided for private placements of securities set
forth in Section 4(2) of the Securities Act of 1933.
ITEM 8. EXHIBITS
Exhibit No. Description of Exhibits
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4.1 - Specimen Common Stock Certificate of the Company.(1)
5.1 - Opinion of Haynes and Boone, LLP with respect to validity of
the issuance of the securities.(2)
23.1 - Consent of Haynes and Boone, LLP (included in Exhibit 5.1).(2)
23.2 - Consent of Ernst & Young LLP.(2)
24.1 - Power of attorney of the directors of the Company (included on
the signature page of this Registration Statement).(2)
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(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1999, and incorporated herein by
reference.
(2) Filed herewith.
ITEM 9. UNDERTAKINGS
a. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement; and
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
b. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is
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against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
THE COMPANY:
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 5th day of April,
2002.
TRINITY INDUSTRIES, INC.
A Delaware corporation
By: /s/ MICHAEL G. FORTADO
----------------------------------------------
Name: Michael G. Fortado
Title: Vice President and Corporate Secretary
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints Timothy R. Wallace, John L. Adams, Jim S.
Ivy and Michael G. Fortado, and each of them, each with full power to act
without the other, his true and lawful attorneys- in-fact and agents, each with
full power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments to this
Registration Statement, and to file the same with all exhibits thereto and other
documents in connection therewith, with the Commission, granting unto each of
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in
person hereby ratifying and confirming that each of said attorneys-in-fact and
agents or his substitutes may lawfully do or cause to be done by virtue hereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates included:
Signature Capacity Date
--------- -------- ----
/s/ TIMOTHY R. WALLACE
---------------------------- Chairman, President, April 5, 2002
Timothy R. Wallace Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ JIM S. IVY
---------------------------- Vice President (Principal April 5, 2002
Jim S. Ivy Financial Officer)
/s/ CHARLES MICHEL
---------------------------- Controller (Principal April 5, 2002
Charles Michel Accounting Officer)
/s/ DAVID W. BIEGLER
---------------------------- Director April 5, 2002
David W. Biegler
---------------------------- Director
Craig J. Duchossois
/s/ RONALD J. GAFFORD
---------------------------- Director April 5, 2002
Ronald J. Gafford
/s/ BARRY J. GALT
---------------------------- Director April 5, 2002
Barry J. Galt
/s/ CLIFFORD J. GRUM
---------------------------- Director April 5, 2002
Clifford J. Grum
II-7
/s/ DEAN P. GUERIN
---------------------------- Director April 5, 2002
Dean P. Guerin
/s/ JESS T. HAY
---------------------------- Director April 5, 2002
Jess T. Hay
/s/ DIANA S. NATALICIO
---------------------------- Director April 5, 2002
Diana S. Natalicio
/s/ W. RAY WALLACE
---------------------------- Director April 5, 2002
W. Ray Wallace
II-8
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.1 - Specimen Common Stock Certificate of the Company.(1)
5.1 - Opinion of Haynes and Boone, LLP with respect to validity of
the issuance of the securities.(2)
23.1 - Consent of Haynes and Boone, LLP (included in Exhibit 5.1).(2)
23.2 - Consent of Ernst & Young LLP.(2)
24.1 - Power of attorney of the directors of the Company (included on
the signature page of this Registration Statement).(2)
-----------
(1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended March 31, 1999, and incorporated herein by
reference.
(2) Filed herewith.