8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 1, 2006

Trinity Industries, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-6903	75-0225040
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On June 1, 2006, the Registrant issued a press release announcing that it had priced its previously announced offering of $450 million aggregate principle of convertible subordinated notes due 2036, a copy of which is filed as exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1 Press Release by Trinity Industries Inc. dated June 1, 2006 announcing the pricing of $450 million of convertible subordinated notes.

SIGNATURES

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.

	Trinity Industries, Inc.
June 2, 2006	By:	William A. McWhirter, II
		Name: William A. McWhirter, II
		Title: Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release by Trinity Industries Inc. dated June 1, 2006 announcing the pricing of $450 million of convertible subordinated notes.

EX-99.1

NEWS RELEASE

Investor Contact:
James E. Perry, Vice President and Treasurer
Trinity Industries, Inc.
214/589-8412

FOR IMMEDIATE RELEASE

Trinity Industries Prices $450 Million of Convertible Subordinated Notes

DALLAS, TEXAS – June 1, 2006 – Trinity Industries, Inc. (NYSE: TRN) today announced that it has priced its previously announced offering of $450 million aggregate principal amount of Convertible Subordinated Notes due 2036 (the “notes”). The Company has granted the underwriters a 13-day option to purchase an additional $50 million of the notes.

The notes will bear interest at a fixed rate equal to 3.875% per annum, payable semi-annually commencing December 1, 2006. In addition, commencing with the six-month period beginning June 1, 2018, and for each six-month period thereafter, Trinity Industries will pay contingent interest to holders of the notes under certain circumstances. The notes will be convertible upon occurrence of specified events. If converted, holders of the notes will receive cash up to the principal amount of a note and, if the market price of Trinity Industries common stock exceeds the conversion price in effect on the conversion date, holders will also receive, at the election of Trinity Industries, additional cash, a number of shares of Trinity Industries common stock or a combination of both. The notes have an initial conversion price of $78.34 per share of common stock, which is a premium of 35% over Trinity Industries’ closing stock price of $58.03 on June 1, 2006.

Trinity Industries may redeem all or a portion of the notes for cash at any time on or after June 1, 2018, at a price equal to 100% of their principal amount, plus accrued and unpaid interest, including any contingent interest, up to but excluding the redemption date. On June 1, 2018, or upon the occurrence of a change in control, holders of the notes may require Trinity Industries to purchase all or a portion of their notes at a price equal to 100% of the principal amount of the notes submitted for repurchase, plus any accrued and unpaid interest, including any contingent interest, up to but excluding the repurchase date.

Trinity Industries intends to use the proceeds of this offering to provide additional funds for general corporate purposes, including the expansion of its railcar leasing business and possible repayments or repurchases of a portion of its outstanding indebtedness.

J. P. Morgan Securities Inc., Banc of America Securities LLC, and Wachovia Securities are acting as joint book-running managers.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send to you the prospectus if you request it by calling toll-free 1-800-294-1322 or you may e-mail a request to robert.p.cash@jpmorgan.com, dg.prospectus_distribution@bofasecurities.com, or equity.syndicate@wachovia.com.

Trinity Industries, Inc., with headquarters in Dallas, Texas, is one of the nation’s leading diversified industrial companies. Trinity reports five principal business segments: the Rail Group, the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction Products Group, and the Energy Equipment Group.

Some statements in this release, which are not historical facts, are “forward-looking statements” as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements about Trinity’s estimates, expectations, beliefs, intentions or strategies for the future, and the assumptions underlying these forward-looking statements. Trinity uses the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar expressions to identify these forward-looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from historical experience of our present expectations. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward looking statements, see “Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the most recent fiscal year.

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