0000950134-01-507701.txt : 20011031 0000950134-01-507701.hdr.sgml : 20011031 ACCESSION NUMBER: 0000950134-01-507701 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011026 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011029 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06903 FILM NUMBER: 1768609 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 d91641e8-k.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 26, 2001 TRINITY INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware 1-6903 75-0225040 (State of incorporation) (Commission File No.) (IRS Employer Identification No. )
2525 Stemmons Freeway, Dallas, Texas 75207-2401 (Address of principal executive offices) (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 2. Acquisition or Disposition of Assets Trinity Industries, Inc. ("Registrant"), TCMC Acquisition Corp., an Illinois corporation and a wholly-owned subsidiary of Registrant ("TCMC"), Thrall Car Manufacturing Company, an Illinois corporation ("Thrall") and Thrall Car Management Company, Inc., a Delaware corporation ("Newco") entered into a merger transaction pursuant to an Agreement and Plan of Merger dated August 13, 2001 ("Merger Agreement"). The transaction was completed on October 26, 2001 by the merger of TCMC with and into Thrall with Thrall being the surviving corporation of such merger (the "Merger") and becoming a wholly-owned subsidiary of Registrant. Under the terms of the Merger Agreement, the issued and outstanding shares of common stock of Thrall were converted into an aggregate 7,150,000 shares of common stock, $1.00 par value of Registrant ("Common Stock"), $165,500,000 (subject to adjustment as described in the Merger Agreement) and the right to receive additional payments, not to exceed $45,000,000 over a five year period, based on a formula related to the annual rail car industry production levels. Pursuant to the Merger Agreement, Registrant and Newco entered into a Stockholder's Agreement ("Stockholder's Agreement") and a Registration Rights Agreement (the "Registration Rights Agreement") at the closing of the Merger. Pursuant to the Stockholder's Agreement, Newco was granted certain governance rights relating to Registrant, and is subject to certain voting and transfer restrictions on the Common Stock that was received in the Merger. In addition, Newco is entitled to designate one member of the board of directors of Registrant, which designee is Craig J. Duchossois. A copy of the press release announcing the completion of the transaction is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 7. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. To be filed by amendment on or about January 9, 2002. (b) Pro Forma Financial Information. To be filed by amendment on or about January 9, 2002. (c) The following exhibits are filed with this report: 2.1 Agreement and Plan of Merger dated as of August 13, 2001 by and among Registrant, TCMC Acquisition Corp., Thrall Car Manufacturing Company and Thrall Car Management Company, Inc. filed as Exhibit 2.1 to Registrant's 8-K dated August 15, 2001 and incorporated by reference herein. 99.1 Press Release, dated October 26, 2001. SIGNATURE 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. Dated: October 29, 2001 TRINITY INDUSTRIES, INC. By: /s/ Michael G. Fortado ------------------------------- Michael G. Fortado Vice President, General Counsel and Secretary EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------ ----------- 2.1 Agreement and Plan of Merger dated as of August 13, 2001 by and among Trinity Industries, Inc., TCMC Acquisition Corp., Thrall Car Manufacturing Company and Thrall Car Management Company, Inc. filed as Exhibit 2.1 to Registrant's 8-K dated August 15, 2001 and incorporated by reference herein. 99.1 Press Release, dated October 26, 2001.
EX-99.1 3 d91641ex99-1.txt PRESS RELEASE, DATED OCTOBER 26, 2001 EXHIBIT 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE MEDIA: Nancy Farrar October 26, 2001 Farrar Public Relations 214-929-3298 nancyh829@aol.com INVESTORS: Jim Ivy 214-589-8090 TRINITY INDUSTRIES AND THRALL CAR MANUFACTURING COMPANY COMPLETE MERGER TRINITY RAIL GROUP, INC. TO PROVIDE FULL PRODUCT LINE OF RAILCAR SOLUTIONS Dallas, TX...Trinity Industries, Inc. (NYSE:TRN) today announced the completion of its merger transaction with privately owned Thrall Car Manufacturing Company. The new combined entity of Trinity Industries, Trinity Rail Group, Inc., will design and manufacture a complete range of rail cars in its US-based and European facilities. The combined railcar manufacturing operation, Trinity Rail Group, Inc., is led by a combination of senior officers from Trinity and Thrall's railcar manufacturing businesses. Michael E. Flannery, formerly Vice Chairman of Thrall, has been named CEO of the combined organization and will report to Tim Wallace, Chairman, President and CEO of Trinity Industries, Inc. Trinity Rail Group will have four operating units under Flannery's direction. Martin Graham, formerly President and Chief Operating Officer of Thrall, will be President of Thrall Trinity Freight Car. Patrick Wallace, formerly President of Trinity's Freight Car Division will be appointed President of Trinity Rail Components & Repair. Jeffrey Marsh, current President of Trinity Tank Car, will remain in that role. Theis Rice, formerly General Director Europe will now serve as President of Trinity Rail GmbH, and will manage the combined European rail operations of Trinity and Thrall. Craig Duchossois, CEO of Duchossois Industries, Inc. and former Chairman of Thrall, will join Trinity Industries' Board of Directors. "The merger of Trinity Industries' railcar operations with Thrall Car Manufacturing Company combines the professional talents and diverse product lines of the two companies under one umbrella, which only allows us to better serve our customers. I am pleased to welcome Mike Flannery and the staff of Thrall to our company and look forward to the opportunities that this merger brings", stated Tim Wallace, Chairman, President and CEO of Trinity Industries. -More- Page 2-Trinity Industries Stated Mike Flannery, CEO of Trinity Rail Group, "This merger brings together two leaders in the rail freight industry. The combination will provide us with not only the broadest product line in the industry but also the resources to develop innovative products and services across a wide array of markets. Trinity Rail Group creates an unprecedented platform for significantly improving efficiency in the railway supply industry." Trinity Industries, Inc., with headquarters in Dallas, Texas, is one of the nation's leading diversified industrial companies. Trinity operates through five principal business segments: Trinity Rail Group, the Inland Barge Segment, the Parts and Services Segment, the Construction Products Segment and the Industrial Products Segment. Trinity's web site may be accessed at www.trin.net # # #