-----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, MxnW0cDh+xfLR/I111gunUL83vwV/q1CD6T1UwFwbTtda0VWYyoCG7lgn5GErxKY 5VjeBVpS80xHO/71yOOgYQ== 0000950134-02-003334.txt : 20020415 0000950134-02-003334.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950134-02-003334 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020405 EFFECTIVENESS DATE: 20020405 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85590 FILM NUMBER: 02602793 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 S-8 1 d95827bs-8.txt FORM S-8 As filed with the Securities and Exchange Commission on April 5, 2002 Registration No. _______ - -------------------------------------------------------------------------------- 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) ---------- TRINITY INDUSTRIES, INC. 1998 STOCK OPTION AND INCENTIVE PLAN ------------------------------------------------------------- (Full title of the Plan) 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 ----------
CALCULATION OF REGISTRATION FEE ------------------------------- AMOUNT PROPOSED PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES TO BE MAXIMUM OFFERING AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED(1)(2) PRICE PER SHARE(3) PRICE(3) FEE(3) - ------------------------------ ---------------- ------------------ ------------------ ------------ Common Stock, $1.00 par value per share(4).................. 1,800,000 shares $24.105 $43,389,000 $3,992
(1) The securities to be registered include an aggregate of 1,800,000 shares of Trinity Industries, Inc. (the "Company") common stock, par value $1.00 per share (the "Common Stock"), reserved for issuance under the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan, as amended (the "Plan"). The Plan has recently been amended to increase the number of shares of Common Stock issuable under the Plan. The additional shares of Common Stock issuable under the Plan are being registered by this Registration Statement. (2) 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. (3) The offering price per share, aggregate offering price and registration fee have been calculated in accordance with paragraphs (c) and (h)(1) of Rule 457 promulgated under the Securities Act of 1933, based on the average high and low sales prices for the Common Stock reported on the consolidated reporting system of the New York Stock Exchange on April 3, 2002 (which is within five business days prior to the filing of this Registration Statement), which was $24.105 per share. (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. - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Registration of Additional Securities Pursuant to this Registration Statement, Trinity Industries, Inc. (the "Company" or the "Registrant") hereby registers 1,800,000 shares of its common stock, par value $1.00 per share (the "Common Stock"), for issuance under the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan, as amended (the "Plan"). This registration of 1,800,000 shares of Common Stock will increase the number of shares registered for issuance under the Plan to an aggregate of 3,800,000 shares of Common Stock, subject to adjustment as provided in the Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement incorporates by reference the contents of the Company's Registration Statement on Form S-8, Registration No. 333-77735, filed with the Securities and Exchange Commission on May 4, 1999. Pursuant to the General Instruction E of Form S-8, all information that has been incorporated from the original registration statement is not repeated in this Registration Statement. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE 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. II-1 ITEM 8. EXHIBITS Exhibit No. Description of Exhibits - ----------- ----------------------- 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. II-2 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 II-3 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 Title Date - --------- ----- ---- /s/ TIMOTHY R. WALLACE Chairman, President, April 5, 2002 - --------------------------------- Chief Executive Officer Timothy R. Wallace and Director (Principal Executive Officer) /s/ JIM S. IVY Vice President (Principal April 5, 2002 - --------------------------------- Financial Officer) Jim S. Ivy /s/ CHARLES MICHEL Controller (Principal April 5, 2002 - --------------------------------- Accounting Officer) Charles Michel /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-4 /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-5 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. EX-5.1 3 d95827bex5-1.txt OPINION/CONSENT OF HAYNES AND BOONE LLP EXHIBIT 5.1 April 5, 2002 Trinity Industries, Inc. 2525 Stemmons Freeway Dallas, Texas 75207-2401 Re: Registration Statement on Form S-8 of 1,800,000 shares of Common Stock, par value $1.00 per share, of Trinity Industries, Inc. Gentlemen: We have acted as counsel to Trinity Industries, Inc., a Delaware corporation (the "COMPANY"), in connection with the preparation of the Registration Statement on Form S-8 (the "REGISTRATION STATEMENT"), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 1,800,000 shares of Common Stock, par value $1.00 per share (the "COMMON STOCK"), of the Company that may be issued pursuant to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan, as amended (the "STOCK OPTION PLAN"). In connection therewith, we have examined (i) the Company's Certificate of Incorporation, as amended (the "CERTIFICATE OF INCORPORATION"), and the Bylaws (the "BYLAWS") of the Company, as amended, (ii) minutes, records and resolutions of the corporate proceedings of the Company with respect to the adoption and amendment of the Stock Option Plan and the granting of awards thereunder, and (iii) such other documents as we have deemed necessary for the expression of the opinion contained herein. In making the foregoing examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the Certificate of Incorporation, Bylaws, minutes, records, resolutions and other documents or writings of the Company, we have relied, to the extent we deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. Based upon the foregoing, and having due regard for such legal considerations as we deem relevant, we are of the opinion that the 1,800,000 shares of Common Stock covered by the Trinity Industries, Inc. April 5, 2002 Page Two Registration Statement, which may be issued from time to time in accordance with the terms of the Stock Option Plan, have been duly authorized for issuance by the Company, and, when so issued in accordance with the terms and conditions of the Stock Option Plan and any related stock option agreement or other applicable agreements, will be validly issued, fully paid and nonassessable. The opinion expressed herein is limited to the federal laws of the United States of America, and, to the extent relevant to the opinion expressed herein, the General Corporation Law of the State of Delaware (the "DGCL") and applicable provisions of the Delaware Constitution, in each case as currently in effect, and judicial decisions reported as of the date hereof and interpreting the DGCL and such provisions of the Delaware Constitution. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/ HAYNES AND BOONE, LLP Haynes and Boone, LLP EX-23.2 4 d95827bex23-2.txt CONSENT OF ERNST & YOUNG LLP EXHIBIT 23.2 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan of our report dated March 13, 2002 with respect to the consolidated financial statements of Trinity Industries, Inc. included in its Transition Report (Form 10-K) for the nine-months ended December 31, 2001, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Dallas, Texas April 4, 2002 -----END PRIVACY-ENHANCED MESSAGE-----