-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VGYs8V236d6EwZlVsAW86jXEFm44SnNCgjzc21BZuD0i4bBiBT4ZXZ6W1NBI4fkG y0hC/G4xcMpqcXtd2zCt1A== 0000099780-96-000005.txt : 19960701 0000099780-96-000005.hdr.sgml : 19960701 ACCESSION NUMBER: 0000099780-96-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960630 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960628 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY INDUSTRIES INC CENTRAL INDEX KEY: 0000099780 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 750225040 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06903 FILM NUMBER: 96588300 BUSINESS ADDRESS: STREET 1: 2525 STEMMONS FREEWAY CITY: DALLAS STATE: TX ZIP: 75207-2401 BUSINESS PHONE: 2146314420 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY STEEL CO INC DATE OF NAME CHANGE: 19720407 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Act of 1934 Date of Report (Date of earliest event reported): June 17, 1996 TRINITY INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 1-6903 75-0225040 (State or other (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of Incorporation) 2525 Stemmons Freeway, Dallas, Texas 75207 (Address of principal executive office) (zip code) Registrant's telephone number, including area code: (214) 631-4420 (Not applicable) (Former name or former address, if changed since last report) Item 5. Other Events. Pursuant to an Agreement and Plan of Merger by and among Transcisco Industries, Inc. ("Transcisco"), Trinity Industries, Inc. (the "Registrant"), and Trinity Y, Inc. ("Trinity Y"), a wholly-owned subsidiary of the Registrant, dated as of June 17, 1996, the Registrant entered into an agreement whereby Trinity Y would be merged (the "Merger") with and into Transcisco, which will continue to exist as a wholly-owned subsidiary of the Registrant. In the Merger, each share of Transcisco common stock, par value $.01, that is outstanding prior to the effective time of the Merger will be converted into, exchanged for, and represent the right to receive one thousand, eight hundred eighty-four ten thousandths (0.1884) of a share of the common stock, par value $1.00 per share, of the Registrant. The common stock exchange ratio is fixed. Based on the June 14, 1996 closing price of $35 per share for Trinity common stock, the transaction would have a value of approximately $47.6 million. Transcisco, based in San Francisco, California, is a diversified railcar services company engaged in railcar maintenance and repair, specialty railcar leasing and management services and Russian rail transportation services through its 23.5 percent ownership of SovFinAmTrans ("SFAT"), Russia's leading private rail transportation firm. The Merger is subject to registration with the Securities and Exchange Commission of the common stock of Trinity to be issued in the transaction, regulatory approval, and approval by the stockholders of Transcisco, and the transaction is expected to be completed in late August or early September, 1996. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Trinity Industries, Inc. (Registrant) Date: June 27, 1996 By: F. Dean Phelps Vice President -----END PRIVACY-ENHANCED MESSAGE-----