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
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