-----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, WAG0iHdxkAGitYOGLdA2a1WsW7p83unOywpJvi4eoLhe6myWybA5FU7k91iT8tAp gYAr9qE8MyRhKwK4AedlBA== 0000950134-99-007419.txt : 19990817 0000950134-99-007419.hdr.sgml : 19990817 ACCESSION NUMBER: 0000950134-99-007419 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-06903 FILM NUMBER: 99690101 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 10-Q 1 FORM 10-Q FOR QUARTER ENDED JUNE 30, 1999 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 10-Q ------------------ (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number 1-6903 TRINITY INDUSTRIES, INC. (Exact name of Company as specified in its charter) Incorporated Under the Laws 75-0225040 of the State of Delaware ---------- (I.R.S. Employer Identification No.) 2525 Stemmons Freeway Dallas, Texas 75207-2401 ------------- ---------- (Address of Principal (Zip Code) Executive Offices) (214) 631-4420 -------------- (Company's Telephone Number, Including Area Code) Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No ---- ---- 40,095,751 (Number of shares of common stock outstanding as of June 30,1999) 2 Part I Item 1 - Financial Statements Trinity Industries, Inc. Consolidated Balance Sheet (in millions except per share data)
June 30 March 31 Assets 1999 1999 ---------- ---------- (unaudited) Cash and equivalents ............................. $ 9.7 $ 13.5 Receivables ...................................... 320.4 357.4 Inventories: Raw materials and supplies ..................... 291.9 279.5 Work in process ................................ 42.2 42.5 Finished goods ................................. 59.4 75.1 ---------- ---------- 393.5 397.1 Property, plant and equipment, at cost ........... 1,239.8 1,213.6 Less accumulated depreciation .................... (494.3) (481.3) ---------- ---------- 745.5 732.3 Other assets ..................................... 185.4 184.6 ---------- ---------- $ 1,654.5 $ 1,684.9 ========== ========== Liabilities and Stockholders' Equity Short-term debt .................................. $ 162.0 $ 181.0 Accounts payable and accrued liabilities ......... 362.3 366.7 Long-term debt ................................... 114.0 120.6 Deferred income taxes ............................ 30.7 34.0 Other liabilities ................................ 23.3 23.5 ---------- ---------- 692.3 725.8 ---------- ---------- Stockholders' equity: Common stock - par value $1 per share; authorized 100.0 shares; shares issued and outstanding at June 30, 1999 - 43.7; at March 31, 1999 - 43.7 .................... 43.7 43.7 Capital in excess of par value ................. 293.1 292.6 Retained earnings .............................. 761.2 722.9 Accumulated other comprehensive income ......... (19.8) (20.6) Treasury stock - (shares held at June 30, 1999 - 3.6; at March 31, 1999 - 2.4), at cost .............................. (116.0) (79.5) ---------- ---------- 962.2 959.1 ---------- ---------- $ 1,654.5 $ 1,684.9 ========== ==========
2 3 Trinity Industries, Inc. Consolidated Income Statement (unaudited) (in millions except per share data)
Three Months Ended June 30 1999 1998 ---------- ---------- Revenues ................................................ $ 693.4 $ 711.5 Operating costs: Cost of revenues ...................................... 572.0 596.8 Selling, engineering and administrative expenses ...... 44.0 40.6 ---------- ---------- 616.0 637.4 ---------- ---------- Operating profit ........................................ 77.4 74.1 Other (income) expense: Interest income ....................................... (0.2) (0.9) Interest expense ...................................... 5.0 4.5 Other, net ............................................ 0.5 (22.0) ---------- ---------- 5.3 (18.4) ---------- ---------- Income before income taxes .............................. 72.1 92.5 Provision for income taxes: Current ............................................... 25.5 20.5 Deferred .............................................. 1.6 14.2 ---------- ---------- 27.1 34.7 ---------- ---------- Net income .............................................. $ 45.0 $ 57.8 ========== ========== Net income per common share: Basic ................................................. $ 1.11 $ 1.33 ========== ========== Diluted ............................................... $ 1.10 $ 1.31 ========== ========== Weighted average number of shares outstanding: Basic ................................................. 40.6 43.4 Diluted ............................................... 41.0 44.1
3 4 Trinity Industries, Inc. Consolidated Statement of Cash Flows (unaudited) (in millions)
Three Months Ended June 30 1999 1998 ---------- ---------- Operating activities: Net income ........................................ $ 45.0 $ 57.8 Adjustments to reconcile net income to net cash provided (required) by operating activities: Depreciation and amortization ................... 19.5 17.9 Deferred income taxes ........................... 1.6 14.2 Gain on sale of property, plant and equipment and other assets ............................... (0.8) (22.7) Other ........................................... 5.4 (3.9) Change in assets and liabilities, net of effects from acquisitions: Decrease in receivables ........................ 38.9 51.8 (Increase) decrease in inventories ............. 7.2 (16.0) Increase in other assets ....................... (3.4) (14.0) Decrease in accounts payable and accrued liabilities ........................... (15.4) (71.2) Increase (decrease) in other liabilities ....... (0.2) 7.1 ---------- ---------- Total adjustments ............................. 52.8 (36.8) ---------- ---------- Net cash provided by operating activities .................................... 97.8 21.0 Investing activities: Proceeds from sale of property, plant and equipment and other assets ................... 9.9 75.2 Capital expenditures .............................. (39.9) (38.0) Payment for acquisitions, net of cash acquired .... (2.4) -- ----------- ----------- Net cash provided (required) by investing activities .......................... (32.4) 37.2 Financing activities: Issuance of common stock .......................... 0.2 0.4 Repayments of short-term debt ..................... (19.0) (41.0) Stock repurchases ................................. (36.5) -- Payments to retire long-term debt ................. (6.5) (10.9) Dividends paid .................................... (7.4) (7.4) ---------- ---------- Net cash required by financing activities .......................... (69.2) (58.9) ---------- ---------- Net decrease in cash and equivalents ............... (3.8) (0.7) Cash and equivalents at beginning of year .......... 13.5 3.1 ---------- ---------- Cash and equivalents at end of period .............. $ 9.7 $ 2.4 ========== ==========
4 5 Trinity Industries, Inc. Consolidated Statement of Stockholders' Equity (unaudited) (in millions except share and per share data)
Common Stock -------------------- Capital Accumulated Amount in Other Total Shares $1.00 Excess Compre- Treasury Stock Stock- (100,000,000) Par of Par Retained hensive ----------------------- holders' (Authorized) Value Value Earnings Income Shares Amount Equity ------------ ------ ---------- ---------- ------------ ---------- ---------- ---------- Balance at March 31, 1998 .... 43,489,276 $ 43.5 $ 287.7 $ 567.5 $ (11.2) $ 887.5 Other ....................... 34,049 -- 0.5 0.1 -- 0.6 Net income .................. -- -- -- 57.8 -- 57.8 Currency translation Adjustments ............... -- -- -- -- (5.2) (5.2) ---------- Comprehensive income ........ 52.6 Cash dividends ($0.17 per share) .......... -- -- -- (7.4) -- (7.4) ---------- ------ ---------- ---------- ---------- ---------- ---------- ---------- Balance June 30, 1998 ........ 43,523,325 $ 43.5 $ 288.2 $ 618.0 $ (16.4) -- -- $ 933.3 ========== ====== ========== ========== ========== ========== ========== ========== Balance at March 31, 1999 .... 43,705,636 $ 43.7 $ 292.6 $ 722.9 $ (20.6) (2,363,932) $ (79.5) $ 959.1 Other ....................... 11,419 -- 0.5 -- -- -- -- 0.5 Stock repurchases ........... -- -- -- -- -- (1,257,372) (36.5) (36.5) Net income .................. -- -- -- 45.0 -- -- -- 45.0 Currency translation Adjustments ............... -- -- -- -- 0.8 -- -- 0.8 ---------- Comprehensive income ........ 45.8 Cash dividends ($0.18 per share) .......... -- -- -- (6.7) -- -- -- (6.7) ---------- ------ ---------- ---------- ---------- ---------- ---------- ---------- Balance June 30, 1999 ........ 43,717,055 $ 43.7 $ 293.1 $ 761.2 $ (19.8) (3,621,304) $ (116.0) $ 962.2 ========== ====== ========== ========== ========== ========== ========== ==========
The foregoing consolidated financial statements are unaudited and have been prepared from the books and records of Trinity Industries, Inc. ("Trinity" or the "Company"). In the opinion of the Company, all adjustments, consisting only of normal and recurring adjustments necessary to a fair presentation of the financial position of the Company as of June 30, 1999, the results of operations for the three month periods ended June 30, 1999 and 1998 and cash flows for the three month periods ended June 30, 1999 and 1998, in conformity with generally accepted accounting principles, have been made. Because of seasonal and other factors, the results of operations for the three month period ended June 30, 1999 may not be indicative of expected results of operations for the year ending March 31, 2000. These interim financial statements and notes are condensed as permitted by the instructions to Form 10-Q, and should be read in conjunction with the audited consolidated financial statements of the Company incorporated by reference in its Form 10-K for the year ended March 31, 1999. 5 6 Trinity Industries, Inc. Segment Information (unaudited) (in millions) Three months ended June 30, 1999:
Revenues Operating ------------------------------------ Profit Outside Intersegment Total (Loss) ---------- ------------ ---------- ---------- Railcar Group ............................ $ 450.4 $ 2.1 $ 452.5 $ 64.2 Industrial Group ......................... 62.3 0.1 62.4 4.9 Highway Construction Products Group ...... 59.6 0.3 59.9 10.9 Inland Barge Group ....................... 51.6 -- 51.6 6.2 Concrete, Aggregate, and All Other ....... 69.5 12.7 82.2 7.7 Eliminations and Corporate Items ......... -- -- (15.2) (16.5) ---------- ---------- Consolidated Total ....................... $ 693.4 $ 77.4 ========== ==========
Three months ended June 30, 1998:
Revenues Operating ------------------------------------ Profit Outside Intersegment Total (Loss) ---------- ------------ ---------- ---------- Railcar Group ............................ $ 428.9 $ 1.2 $ 430.1 $ 52.6 Industrial Group ......................... 86.8 0.2 87.0 9.3 Highway Construction Products Group ...... 61.5 0.4 61.9 10.8 Inland Barge Group ....................... 65.2 -- 65.2 5.6 Concrete, Aggregate, and All Other ....... 69.1 12.2 81.3 8.4 Eliminations and Corporate Items ......... -- -- (14.0) (12.6) ---------- ---------- Consolidated Total ....................... $ 711.5 $ 74.1 ========== ==========
6 7 Trinity Industries, Inc. Notes to Consolidated Financial Statements (unaudited) June 30, 1999 Contingencies The Company is involved in various claims and lawsuits incidental to its business. In the opinion of management, these claims and suits in the aggregate will not have a material adverse affect on the Company's consolidated financial statements. Business Acquisitions On June 25, 1999, the Company acquired 70 percent of the stock of Astra Vagoane, S.A., one of Europe's leading railcar manufacturers for approximately $2 million in cash. 7 8 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Three Months Ended June 30, 1999 Compared to Three Months Ended June 30, 1998 Revenues for the first quarter of fiscal 2000 decreased 2.5% to $693.4 million from $711.5 million due to a decline in revenues in the Industrial Group caused mainly by the divestiture of Beaird Industries in June 1998, and a decline in the Inland Barge Group. Operating profits increased 4.5% to $77.4 million compared to $74.1 million. Increased operating profits in the Railcar Products segment were partially offset by a decline in the Industrial Products segment. Revenues for the Railcar Group segment increased 5.0% to $450.4 million from $428.9 million while operating profit increased 21.8% to $64.2 million from $52.7 million. Margin improvement reflects the continued progress on improving operating efficiencies. The ongoing replacement cycle for railcars and continued expansion in both Latin America and Europe provide long-term potential for growth and performance from this segment. The Industrial Group revenues declined 28.2% to $62.3 million from $86.8 million while operating profit declined 47.3% to $4.9 million from $9.3 million. The decline in revenue is primarily due to the sale of Beaird Industries, Inc. in the quarter ended June 30, 1998. The decline in profit was attributable to the Beaird sale, increased price competition in the fittings and flange business as a result of the "Asian Crisis", and the downturn in the energy sector which has curtailed spending and major maintenance in the petrochemical industry. Revenues for the Highway Construction Products Group decreased 5.5% to $59.6 million from $63.1 million while operating profit increased 3.8% to $10.9 million from $10.5 million. Revenues in the Highway Safety Products business declined due to a reduction in activity in certain non-core products. The Company believes that the government's long-term spending commitment and the passage of new highway legislation will lead to increased spending for transportation infrastructure improvements. The Inland Barge Group recorded declines in barge revenues of 21.7% to $51.6 million while operating profit increased 14.8% to $6.2 million. The reduction in revenue is a result of lower volume. The increase in operating profit is due mainly to product mix. In the barge industry, the fleet replacement cycle and fleet age are important factors and, with nearly one third of the nation's barges more than 20 years old, the long-term outlook for barges continues to be positive. Revenues for the Concrete, Aggregate, & All Other group increased 4.0% to $69.5 million while operating profit decreased 11.5% to $6.9 million. 8 9 The decline in operating profit reflects slightly weaker activity in some small, peripheral businesses. Liquidity & Capital Resources The Company's cash and cash equivalents decreased $3.8 million from $13.5 million at March 31, 1999 to $9.7 million at June 30, 1999. Net cash provided by operating activities increased to $97.8 million during the first three months of fiscal 2000 from $21.0 million in the first three months of fiscal 1999. Capital expenditures during the first three months of fiscal 2000 were approximately $39.9 million of which approximately $15.6 million was for additions to the railcar lease fleet. This compares to $38.0 million of capital expenditures in the first three months of fiscal 1999 of which $15.9 million was for additions to the lease fleet. Expenditures for business acquisitions were $2.4 million. Proceeds from the sale of property, plant and equipment and other assets were $9.9 million in the first three months of fiscal 2000 compared to $75.2 million in fiscal 1999. First quarter fiscal 1999 results include a $22.1 million gain, primarily from the sale of real estate and other assets. In the first three months of fiscal 2000, the Company repurchased common stock for $36.5 million. The Company believes cash provided from operations and cash available under uncommitted bank lines of credit will be sufficient to meet its requirements for the next year. Year 2000 Issue The advent of the year 2000 has become an issue due to dates being programmed into hardware, software and embedded chips with only two digits to identify a year, interpreting "00" to be the year 1900, instead of 2000. This misinterpretation could cause systems and equipment to produce errors, or fail to function after December 31, 1999. Some errors may occur even earlier due to forward processing of orders or purchases. IT systems are used throughout the Company to manage key production and financial processes, and embedded chip technology is used in some of the Company's machinery and equipment. Efforts to identify and correct Year 2000 issues began in 1996. The Company has a Year 2000 Project Management Office that is taking those actions it believes reasonable to manage compliance, so that Year 2000 issues do not materially impact the Company's operations. In addition, an outside consulting firm has been retained to advise the Company on general Year 2000 issues, supplier assessment, and testing of mission critical IT systems. The Company's plan to manage compliance of IT systems, non-IT items and third-party relationships consists of six phases: o Identification: Inventory of items that may be affected by Year 2000 issues, including hardware, software, Trinity products, machinery and equipment with embedded technology, and third-party relationships. 9 10 o Assessment: Evaluation of inventoried items to establish risk potential, and determination of corrective steps to be taken. o Certification: Collection of data from third-party suppliers certifying compliance of products. o Remediation: Process of upgrading or replacement of non-compliant systems. o Testing: Application and embedded technology testing involving standardized methodology. o Contingency Planning: Continuity assessment and planning to minimize potential impacts from business failures arising from Year 2000 issues. The status, by phase, of mission critical IT systems is as follows:
Phase % Complete Scheduled Completion - --------------------------- ---------- -------------------- Identification 100% Completed Assessment 100% Completed Certification 100% Completed Remediation 94% September 1999 Testing 91% September 1999 Contingency Plans 20% November 1999
During the last quarter the Company passed key Year 2000 testing milestones with significant success, and has substantially completed internal testing of key systems. The remainder of 1999 will be used to test systems, and expand testing to cover new acquisitions and new business technology implementations. To date, the Company has spent approximately $7 million on compliance efforts. An additional $2 million is expected to be spent during fiscal 2000. The Company anticipates that costs to address the Year 2000 issue represent approximately 18 percent of the total IT budget for fiscal years 1998, 1999 and 2000. While the Company has no way to provide assurance that third-party systems will be Year 2000 compliant on a timely basis, the Company is surveying and assessing third-parties with whom it has significant relationships. Approximately 5,000 suppliers have been surveyed and assessed for Year 2000 compliance. Contingency plans are being developed for suppliers and vendors believed to be at risk. The Company is also working with key customers on exchanging Year 2000 status information. As a manufacturing company, potential worst-case scenarios facing Trinity would be: an interruption of utility services that would impact production; an interruption of transport services by one of the key railroads that would impact the Company's ability to deliver finished products to its customers, receive certain materials and affect demand; or the ability of key suppliers to deliver raw materials or services due to their non-compliance. Contingency plans are being developed as deemed appropriate to deal with the impact of these matters. However, there is no guarantee that all non-compliant systems of third parties will be identified and remediated in time, making the number of hours or days of possible interruption an uncertainty. It is expected that the occurrence 10 11 of any one, or all of the above worst-case scenarios would be of short-term duration and would not have a material effect on the Company's long-term results of operations, liquidity, and financial condition. However, many of these events are outside of the Company's control and there can be no assurance that an occurrence or event will not happen which could materially impact operations. At this time, the Company believes all significant areas have been identified, remediation is on schedule, and contingency plans to deal with Year 2000 issues will be in place. ------------------ Any statements contained herein that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and involve risks and uncertainties. These forward-looking statements include expectations, beliefs, plans, objectives, future financial performance, estimates, projections, goals and forecasts. Potential factors which could cause the Company's actual results of operations to differ materially from those in the forward-looking statements include market conditions and demand for the Company's products; competition; technologies; steel prices; interest rates and capital costs; taxes; unstable governments and business conditions in emerging economies; and legal, regulatory and environmental issues. Any forward-looking statement speaks only as of the date on which such statement is made. The Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made. 11 12 Part II Item 4 - Submission of Matters to a Vote of Security Holders At the Annual Meeting of Stockholders held July 21, 1999, stockholders elected nine incumbent directors for a one-year term. The vote tabulation follows:
NOMINEE For Withheld David W. Biegler 35,479,814 1,041,651 Barry J. Galt 35,476,095 1,045,370 Clifford J. Grum 35,481,698 1,039,767 Dean P. Guerin 35,446,455 1,075,010 Jess T. Hay 35,466,278 1,055,187 Edmund M. Hoffman 35,444,954 1,076,511 Diana S. Natalicio 35,480,285 1,041,180 Timothy R. Wallace 35,448,778 1,072,687 W. Ray Wallace 35,451,155 1,070,310 Total Eligible to Vote: 40,551,785 Total Shares Voted: 36,621,485 90.06% ---------- Abstentions 3,930,300
Item 6 - Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Number Description 10.11 Amendment No. 3 to Supplemental Retirement Plan effective April 1, 1999 27 Financial Data Schedule (b) No Form 8-K was filed during the quarter. - -------------------------------------------------------------------------------- Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Trinity Industries, Inc. By: /s/ John M. Lee ---------------------------------- John M. Lee Vice President August 13, 1999 12 13 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION ------- ----------- 10.11 Amendment No. 3 to Supplemental Retirement Plan effective April 1, 1999 27 Financial Data Schedule
EX-10.11 2 AMENDMENT NO. 3 TO SUPPLEMENTAL RETIREMENT PLAN 1 TRINITY INDUSTRIES, INC. SUPPLEMENTAL RETIREMENT PLAN AMENDMENT NO. 3 Pursuant to the provisions of Section 6.1 thereof, the Trinity Industries, Inc. Supplemental Retirement Plan, as amended from time to time, (the "Plan"), is hereby further amended, effective as of April 1, 1999, as set forth below: FIRST: Section 2.12 of the Plan is hereby amended by restatement in its entirety to read as follows: 2.12 Participant shall mean an Employee who meets the Eligibility Requirements as determined by the Plan Committee; provided, however, that effective on and after the date of a Change in Control, the term "Participant" shall be limited to those individuals who satisfy the Eligibility Requirements and who were Participants in this Plan as of the date immediately prior to the date of such Change in Control. SECOND: Section 4.6 of the Plan is hereby amended by restatement in its entirety to read as follows: 4.6 Except as provided in Section 4.3 hereof, the benefits payable under this Plan to a Participant who is eligible to receive benefits from his Base Plan shall be made in the form of a single life annuity for the life of the Participant with a ten-year period certain and shall commence at age 65. In calculating the amount of a Participant's benefit payments hereunder, the Participant's benefit shall be calculated pursuant to Section 4.4 of this Plan assuming that the Base Plan benefit is to commence at the same time that benefit payments are to commence hereunder and will be made in the form of a single life annuity for the life of the Participant with a ten-year period certain (without regard to when the Participant has elected to have such Base Plan benefit commence and without regard to the form of the benefit selected under the Base Plan). Notwithstanding the preceding provisions of this Section, a Participant may elect a form of benefit payment under this Plan other than the form described above from among those optional forms of benefit payments available under the Base Plan at the time of the election, and/or may elect to begin the commencement of benefit payments on an earlier date than at age 65, with the payment amount to be adjusted for a different form of benefit or commencement date using the actuarial assumptions provided in the Base Plan; provided, however, that such an election with respect to an alternative form of benefit payments and/or earlier commencement of benefit payments may be made by a Participant only once during any calendar year, and the election will be effective only if the election is made more than 12 months prior to the earlier of (i) the date benefit payments would commence under this Plan without regard to the election or (ii) the date benefit payments would commence under this Plan pursuant to the election. 2 The preceding provisions of this Section 4.6 to the contrary notwithstanding, any Participant (or beneficiary of a deceased Participant) who has commenced receiving benefit payments under this Plan and who has more than one benefit payment remaining to be paid may elect in writing on a form acceptable to the Company to waive his right to continue receiving benefit payments hereunder and in lieu thereof to receive one lump sum payment in an amount equal to 90% of the present value of the benefit payments remaining to be paid at the time of such lump sum payment. The present value shall be determined using the actuarial assumptions that would be used for calculating lump sum distributions under the Base Plan, and the payment will be made in cash to the Participant (or beneficiary of a deceased Participant) no later than 15 days following receipt of his election by the Company. In the event that a Participant (or beneficiary of a deceased Participant) receives a lump sum payment in accordance with this provision, no further benefits will be owed to or on account of such Participant under this Plan and the remaining 10% of the present value of the monthly payments shall be forfeited. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by a duly authorized officer of the Company on this 30th day of July, 1999. TRINITY INDUSTRIES, INC. By [ILLEGIBLE] --------------------------- Title: -2- EX-27 3 FINANCIAL DATA SCHEDULE
5 3-MOS MAR-31-2000 JUN-30-1999 9,700 0 320,400 0 393,500 0 1,239,800 (494,300) 1,654,500 0 0 0 0 43,700 1,034,500 1,654,500 0 693,400 0 616,000 0 0 5,000 72,100 27,100 45,000 0 0 0 45,000 1.11 1.10
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