0000950134-01-507799.txt : 20011101
0000950134-01-507799.hdr.sgml : 20011101
ACCESSION NUMBER: 0000950134-01-507799
CONFORMED SUBMISSION TYPE: 8-A12B/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011031
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-A12B/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-06903
FILM NUMBER: 1772179
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-A12B/A
1
d91737a2e8-a12ba.txt
AMENDMENT NO. 2 TO FORM 8-A 12(B)
COMMISSION FILE NO. 1-6903
FORM 8-A/A
AMENDMENT NO. 2
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
------------------- ------------------------------
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
----------------
(Title of class)
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 amended the terms of the Rights Agreement ("Amendment No. 1") so that
Newco would 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), would 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). Amendment No. 1 further provided that a stockholder of
Newco would only be considered an "Acquiring Person" when the stockholder, alone
or together with all Affiliates and Associates, would 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).
In connection with the closing of the Merger effective October 26,
2001, the Company entered into a Stockholder's Agreement with Newco, and, in
connection therewith, further amended the terms of the Rights Agreement
("Amendment No. 1"). Pursuant to Amendment No. 2 to Rights Agreement, neither
Newco, nor any of its stockholders or any Affiliate (as defined in the Rights
Agreement) or Associate (as defined in the Rights Agreement) of Newco or its
stockholders, nor any other Person (as defined in the Rights Agreement) will be
considered an "Acquiring Person" (as defined in the Rights Agreement) when such
Person's Beneficial Ownership (as defined in the Rights Agreement) of the
Company's common stock is subject to, does not violate, and is in compliance
with, the Stockholder's Agreement.
2
The summary descriptions of Amendment No. 1 and Amendment No. 2 do not
purport to be complete and are qualified in their entirety by reference to
Amendment No. 1 and Amendment No. 2, 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:
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 Amendment No. 2 to Rights Agreement dated October 26, 2001, amending
the Rights Agreement, dated March 11, 1999, by and between Trinity
Industries, Inc. and The Bank of New York, as Rights Agent, as amended
by Amendment No. 1 to the Rights Agreement, dated August 13, 2001.
4 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).
5 Form of Rights Certificate (attached as Exhibit 2 to the Rights
Agreement filed as Exhibit 1).
* * * * *
3
SIGNATURE
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.
October 31, 2001 By /s/ Michael G. Fortado
-----------------------------------
Michael G. Fortado
Vice President, General Counsel
and Secretary
4
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
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 (previously filed as Exhibit 2 to the
Registrant's Registration Statement on Form 8-A/A, filed on
August 22, 2001).
3 Amendment No. 2 to Rights Agreement dated October 26, 2001,
amending the Rights Agreement, dated March 11, 1999, by and
between Trinity Industries, Inc. and The Bank of New York, as
Rights Agent, as amended by Amendment No. 1 to the Rights
Agreement, dated August 13, 2001 (filed herewith).
4 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).
5 Form of Rights Certificate (attached as Exhibit 2 to the
Rights Agreement filed as Exhibit 1).
EX-99.3
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d91737a2ex99-3.txt
AMENDMENT NO. 2 TO RIGHTS AGREEMENT - 10/26/01
AMENDMENT NO. 2 TO RIGHTS AGREEMENT
AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this "AMENDMENT") dated as of
October 26, 2001 by and between TRINITY INDUSTRIES, INC., a Delaware corporation
(the "COMPANY"), and THE BANK OF NEW YORK (the "RIGHTS AGENT").
WHEREAS, the Company and the Rights Agent have previously entered into
that certain Rights Agreement, dated as of March 11, 1999, as amended by that
certain Amendment No. 1 to Rights Agreement, dated August 13, 2001 (as amended,
the "AGREEMENT");
WHEREAS, Section 27 (Supplements and Amendments) of the Agreement
provides, in part, that for so long as the Rights (as defined in the Agreement)
are redeemable, the Agreement may be supplemented or amended without the
approval of any holders of certificates representing shares of Common Stock (as
defined in the Agreement);
WHEREAS, the Rights are currently redeemable; and
WHEREAS, the Board of Directors of the Company has entered into an
Agreement and Plan of Merger dated as of August 13, 2001, by and among the
Company, TCMC Acquisition Corp., an Illinois corporation and a wholly owned
subsidiary of the Company, Thrall Car Management Company, Inc., a Delaware
corporation ("NEWCO"), and Thrall Car Manufacturing Company, an Illinois
corporation and wholly owned subsidiary of Newco, and in connection therewith
the Board of Directors of the Company has determined in good faith that the
amendments to the Agreement set forth herein are desirable and, pursuant to
Section 27 (Supplements and Amendments) of the Agreement, has duly authorized
such amendments to the Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:
Section 1. Amendment to Section 1 of the Agreement. (a) Section 1 of
the Agreement is hereby amended to add the following definition:
(vv) "Stockholder's Agreement" shall mean the Stockholder's
Agreement dated as of October 26, 2001 among the Company, Newco and
subsequent signatories thereto, as the same may be amended from time to
time.
Section 2. Restatement of the Definition of "Acquiring Person". The
definition of "Acquiring Person" set forth in Section 1(a) of the Agreement is
hereby deleted in its entirety and replaced with the following definition:
(a) "Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person, shall be
the Beneficial Owner (as such term is hereinafter defined) of 12% or
more of the shares of Common Stock then outstanding, but shall not
include (i) the Company, (ii) any Subsidiary of the Company, (iii) any
employee benefit plan of the Company or of any Subsidiary of the
Company, or any Person or entity organized, appointed or established by
the Company for or pursuant to the terms of any such plan, or (iv) any
Person who becomes an Acquiring Person solely as a result of a
reduction in the number of shares of Common Stock outstanding due to
the repurchase of shares of Common Stock by the Company, unless and
until such Person shall purchase or otherwise become (as a result of
action taken by such Person or its Affiliates or Associates) the
Beneficial Owner of additional shares of Common Stock constituting 1%
or more of the then outstanding shares of Common Stock. Notwithstanding
the foregoing, none of Newco or a Newco Stockholder, or any Affiliate
or Associate of Newco or a Newco Stockholder, or any other Person,
shall be an Acquiring Person while such Person's Beneficial Ownership
of Common Stock is subject to, does not violate, and is in compliance
with, Sections 4 and 5, and, to the extent that it relates to
compliance with Sections 4 and 5, Section 9 of the Stockholder's
Agreement. Notwithstanding the foregoing, if (i) the Board of Directors
of the Company determines in good faith that a Person who would
otherwise be an Acquiring Person, as defined pursuant to the foregoing
provisions of this paragraph, has become such inadvertently (including,
without limitation, because (A) such Person was unaware that it
beneficially owned a percentage of Common Stock that would otherwise
cause such Person to be an Acquiring Person, or (B) such Person was
aware of the extent of its Beneficial Ownership of Common Stock but had
no actual knowledge of the consequences of such Beneficial Ownership
under this Agreement) and without any intention of changing or
influencing control of the Company and (ii) within ten Business Days of
being requested by the Company to advise it regarding the same, such
Person certifies to the Company that such Person acquired shares of
Common Stock in excess of 11.99% inadvertently or without knowledge of
the terms of the Rights and who, together with all Affiliates and
Associates, thereafter does not acquire additional shares of Common
Stock and within ten Business Days of being requested by the Company to
do so disposes of the portion of such Common Stock in excess of 11.99%,
then such Person shall not be deemed to be or to have become an
Acquiring Person for any purposes of this Agreement; provided, however,
that if the Person requested to so certify fails to dispose of such
Common Stock in excess of 11.99% within ten Business Days of the
Company's request, then such Person shall become an Acquiring Person
immediately after such ten Business Day period.
Section 3. Effectiveness. This Amendment shall be effective as of
October 26, 2001, as if executed by both parties on such date. Except as
expressly amended by this Amendment, the Agreement shall remain in full force
and effect, and all references to the Agreement from and after such time shall
be deemed to be references to the Agreement as amended hereby.
Section 4. Governing Law. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts made and to be performed entirely within such state;
provided, however, that the rights, duties, responsibilities and obligations of
the Rights Agent shall be governed and construed in accordance with the laws of
the State of New York.
Section 5. Counterparts. This Amendment may be executed in any number
of counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one
and the same instrument.
Section 6. Severability. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
2
Section 7. Descriptive Headings. Descriptive headings of the several
Sections of this Amendment are inserted for convenience only and shall not
control or affect the meaning or construction of any of the provisions of this
Amendment.
Section 8. Exhibits. Exhibits 2 and 3 to the Agreement are hereby
deemed to be amended in a manner consistent with this Amendment.
* * * * *
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to Rights Agreement to be duly executed as of the day and year first above
written.
Attest: TRINITY INDUSTRIES, INC.
By: /s/ Michael G. Fortado By: /s/ Timothy R. Wallace
---------------------------- ------------------------------
Michael G. Fortado Timothy R. Wallace
Vice President, General Counsel Chairman, President & CEO
& Secretary
THE BANK OF NEW YORK
By: /s/ Steven Myers By: /s/ James Dimino
---------------------------- ------------------------------
Steven Myers James Dimino
Assistant Vice President Vice President
4