Rule 424(b)(5)
File No. 33-51709
TRINITY INDUSTRIES, INC.
PROSPECTUS
2,500,000 Shares of Common Stock ($1 Par Value Per
Share)
Subordinated Debentures in the Principal Amount of
$100,000,000
This Prospectus relates to 2,500,000 shares of
Common Stock, $1 par value per share (the "Common
Stock"), and $100,000,000 principal amount of
Subordinated Debentures (the "Debentures") of Trinity
Industries, Inc., a Delaware corporation (the
"Company"), which shares of Common Stock and
Debentures the Company may offer and issue from time
to time in the acquisition of other businesses or
assets.
The Company anticipates that such acquisitions
will consist principally of additional operations
related to its present business segments. The
consideration for acquisitions will consist of any one
or more of shares of Common Stock, Debentures or other
evidences of debt, cash, guarantees and the assumption
of liabilities, as determined from time to time by
negotiations among the Company and the owners or
controlling persons of the businesses or assets to be
acquired.
The terms of an acquisition are determined by
negotiations among the Company's representatives and
the owners or controlling persons of the business or
assets to be acquired. Factors taken into account in
acquisitions may include the established quality of
the business or the reputation of its management,
earnings, earnings potential, cash flows, growth
potential, equipment and the market value of the
Common Stock when pertinent. The Company anticipates
that shares of Common Stock issued in any acquisition
will be valued at a price reasonably related to the
current market value of the Common Stock, either at
the time the terms of the acquisition are tentatively
agreed upon, or at or about the time of closing, or
during the period or periods prior to delivery of the
shares. No underwriting discounts or commissions will
be paid, although finders' fees may be paid from time
to time with respect to specific acquisitions. Any
person receiving any such fees may be deemed to be an
underwriter within the meaning of the Securities Act
of 1933, as amended (the "Securities Act").
Shares of the Common Stock and the Debentures
may, subject to certain conditions, be resold pursuant
to this Prospectus by the persons who receive such
shares and Debentures in acquisitions. See
"Securities Covered by this Prospectus" on page 5 for
information regarding resales pursuant to this
Prospectus of shares of Common Stock and Debentures.
The Common Stock is traded on the New York Stock
Exchange under the symbol "TRN." On March 3, 1994,
the closing per share price of the Common Stock on
such exchange was $44. There presently is no public
market for the Debentures. The Company presently does
not intend to list the Debentures on any securities
exchange, although it may elect to do so in the
future.
<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGECOMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is March 4, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company has filed a Registration Statement
(the "Registration Statement") on Form S-4 under the
Securities Act with the Securities and Exchange
Commission (the "Commission") with respect to the Common
Stock and the Debentures registered hereby. As
permitted by the rules and regulations of the
Commission, this Prospectus omits certain information
contained in the Registration Statement.
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance with
the Exchange Act, files periodic reports, proxy
statements, and other information with the Commission
relating to the Company's business, financial statements
and other matters. These reports, proxy statements and
other information should be available for inspection and
copying at the public reference facilities maintained by
the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission located at 500 West
Madison Street, Room 1400, Chicago, Illinois 60661, and
at Seven World Trade Center, New York, New York 10048
(except that exhibits to the Registration Statement will
not be available for inspection at the Regional Offices
of the Commission). Copies of such documents also may
be obtained from the Commission at prescribed rates by
addressing a written request for copies to the Public
Reference Section of the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549. The same material also
should be available for inspection at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New
York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Prospectus incorporates documents by
reference that are not presented in this Prospectus or
delivered with this Prospectus. The Company will
provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered,
upon the written or oral request of such person, a copy
of any or all documents that are incorporated herein by
reference (other than exhibits, unless such exhibits are
specifically incorporated by reference in such
documents). These documents are available upon request
from F. Dean Phelps, Jr., P. O. Box 568887, Dallas,
Texas 75356-8887, telephone number (214) 631-4420.
The following documents, filed by the Company with
the Commission pursuant to the Exchange Act, are hereby
incorporated by reference in this Prospectus:
Annual Report on Form 10-K of the Company
for the fiscal year ended March 31, 1993
filed pursuant to Section 13 of the
Exchange Act, including portions of its
1993 Annual Report to Stockholders
incorporated therein by reference.
Quarterly Reports on Form 10-Q of the
Company for the fiscal quarters ended June
30, 1993, September 30, 1993 and December
31, 1993 filed pursuant to Section 13 of
the Exchange Act.
The description of the Company's Common Stock
contained in the Company's Form 8-B Registration
Statement dated July 22, 1987 and filed with the
Commission, including any amendments or reports
filed for purposes of updating such description.
<PAGE>
All documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this Prospectus, and
prior to the termination of the offering of the Common
Stock and Debentures offered hereby, shall be deemed to
be incorporated by reference herein and to be a part
hereof from the respective dates of the filing thereof.
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
Prospectus to the extent that a statement contained
herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed,
except to the extent so modified or superseded, to
constitute a part of this Prospectus.
<PAGE>
THE COMPANY
The Company is engaged in the manufacture,
marketing and leasing of a variety of metal products
consisting principally of (i) "Railcars" (i.e., railroad
freight cars), principally tank cars, hopper cars,
gondola cars and intermodal cars and miscellaneous other
freight cars; (ii) "Marine Products" such as boats,
barges and various offshore service vessels for ocean
and inland waterway service and military vessels for the
United States Government and, to a limited extent,
various size vessels for international transportation
companies; (iii) "Construction Products" (formerly
"Structural Products") such as highway guardrail and
highway and railway bridges, power plants, mills, etc.,
passenger loading bridges and conveyor systems for
airports and other people and baggage conveyance
requirements, ready mix concrete production and
distribution and providing raw material to owners,
contractors and sub-contractors for use in the building
and foundation industry, and beams, girders and columns
used in construction of office, industrial and
commercial buildings; (iv) "Containers" such as (a)
extremely large, heavy pressure vessels and other heavy
welded products, including industrial silencers,
desalinators, evaporators, and gas processing systems,
(b) pressure and non-pressure containers for the storage
and transportation of liquefied gases, brewery products
and other liquid and dry products, and (c) heat transfer
equipment for the chemical, petroleum and petrochemical
industries; (v) "Metal Components" such as weld fittings
(tees, elbows, reducers, caps, flanges, etc.,) used in
pressure piping systems and container heads (the ends of
pressure and non-pressure containers) for use internally
and by other manufacturers of containers; and (vi)
"Leasing" of its manufactured railcars and barges to
various industries.
The Company was originally incorporated under the
laws of the State of Texas in 1933. On March 27, 1987,
the Company became a Delaware corporation by merger into
a wholly-owned subsidiary of the same name. Its mailing
address is P.O. Box 568887, Dallas, Texas 75356-8887;
its principal executive offices are located at 2525
Stemmons Freeway, Dallas, Texas 75207; and its telephone
number at such address is (214) 631-4420.
Additional information regarding the Company and
its business, including selected financial data of the
Company for each of the Company's last five fiscal
years, is set forth in its Annual Report on Form 10-K
for its fiscal year ended March 31, 1993, incorporated
herein by reference.
<PAGE>
SECURITIES COVERED BY THIS PROSPECTUS
This Prospectus has also been prepared for use by
the persons who may receive from the Company Common
Stock or Debentures, or both, covered by the
Registration Statement in acquisitions and who may be
entitled to offer such securities under circumstances
requiring the use of a Prospectus (such persons being
referred to under this caption as "Securityholders");
provided, however, that no Securityholder will be
authorized to use this Prospectus for any offer of such
Common Stock or Debentures without first obtaining the
consent of the Company. The Company may consent to the
use of this Prospectus for a limited period of time by
the Securityholders and subject to limitations and
conditions that may be varied by agreement between the
Company and the Securityholders. Resales of such shares
of Common Stock and Debentures may be made on the New
York Stock Exchange or such other exchange on which the
Common Stock or Debentures may be listed, in the over-
the-counter market, in private transactions or pursuant
to underwriting agreements.
Agreements with Securityholders permitting use of
this Prospectus may provide that any such offering be
effected in an orderly manner through securities
dealers, acting as broker or dealer, selected by the
Company; that Securityholders enter into custody
agreements with one or more banks with respect to such
shares or Debentures; and that sales be made only by one
or more of the methods described in this Prospectus, as
appropriately supplemented or amended when required.
The Securityholders may be deemed to be underwriters
within the meaning of the Securities Act.
When resales are to be made through a broker or
dealer selected by the Company, it is anticipated that
a member firm of the New York Stock Exchange may be
engaged to act as the Securityholders' agent in the sale
of securities of such Securityholders. The member firm
will be entitled to commissions (including negotiated
commissions to the extent permissible). Sales of
securities by the member firm may be made on the New
York Stock Exchange or other exchange from time to time
at prices related to prices then prevailing. Any such
sales may be by block trade. Any such member firm may
be deemed to be an underwriter within the meaning of the
Securities Act, and any commissions earned by such
member firm may be deemed to be underwriting discounts
and commissions under such Act.
Upon the Company being notified by a
Securityholder that any block trade has taken place, a
supplementary prospectus, if required, will be filed
pursuant to Rule 424 under the Securities Act,
disclosing the name of the member firm, the number or
amount of securities involved, the price at which such
securities were sold by such Securityholder, and the
commissions to be paid by such Securityholder to such
member firm.
<PAGE>
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock
and Debentures that may be offered and issued by the
Company from time to time in the acquisition of other
businesses or assets. Other than the businesses or
assets acquired, there will be no proceeds to the
Company from these offerings. When this Prospectus is
used in a public reoffering or resale of the Common
Stock or Debentures, or both, acquired pursuant to this
Prospectus, the Securityholders - and not the Company -
will receive the proceeds of such resale.
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
Six Months
Ended
September 30 Year Ended March 31
1993 1992 1993 1992 1991 1990 1989
Ratio of earnings
to fixed charges 4.75x 2.62x 3.03x 2.12x 2.40x 2.41x 2.28x
For purposes of computing the ratio of earnings to
fixed charges, earnings consist of income from
continuing operations before income taxes plus fixed
charges. Fixed charges consist of interest expense,
amortization of debt costs and the portion of rental
expense which management believes is representative of
the interest component of rental expense.
DESCRIPTION OF THE SUBORDINATED DEBENTURES
The Debentures will constitute unsecured
subordinated debt of the Company and will be issued
under an Indenture (the "Indenture") between the Company
and a Trustee. The Indenture is filed as an exhibit to
the Registration Statement. The following summaries of
certain provisions of the Indenture and the Debentures
do not purport to be complete, and such summaries are
subject to the detailed provisions of the Indenture to
which reference is hereby made for a full description of
such provisions, including the definition of certain
capitalized terms used in this Prospectus but not
otherwise defined in this Prospectus. Section
references in parentheses below are to sections in the
Indenture. Wherever particular sections or defined
terms of the Indenture are referred to, such sections or
defined terms are incorporated herein by reference as
part of the statement made, and the statement is
qualified in its entirety by such reference.
The Debentures may be issued from time to time in
one or more series. The following description of the
Debentures sets forth certain general terms and
provisions of the Debentures of all series. The
particular terms of each series of Debentures offered by
any Prospectus Supplement will be described therein.
General.
The Debentures will be unsecured subordinated
obligations of the Company and may be issued from time
to time in one or more series. The Indenture will limit
the principal amount of Debentures to $100,000,000. The
Indenture does not restrict transactions between the
Company and its Affiliates, the payment of dividends by
the Company, the incurrence of additional debt
(including Senior Indebtedness) by the Company, or the
transfer of assets by the Company to its subsidiaries.
Each Debenture will bear interest from the date of
issuance at the rate per annum set forth in the
Prospectus Supplement, payable semi-annually on the
Interest Payment Dates of June 30 and December 31 of
each year to the person in whose name such Debenture is
registered at the close of business on the preceding
June 15 and December 15, as the case may be. Principal
will be payable at the maturity of the Debenture.
Principal and interest will be payable at the office of
the Trustee, but, at the option of the Company, interest
may be paid by check mailed on or before the payment
date to the registered holders of the Debentures at
their registered addresses.
Reference is made to the Prospectus Supplement for
the following terms of and information relating to each
series of Debentures (to the extent such terms apply to
such Debentures): (a) the title of such series; (b) the
aggregate principal amount and purchase price of such
series; (c) the date or dates on which the series will
mature; (d) the interest rate or rates (or the method by
which rate or rates will be determined), and the dates
from which such interest will accrue; (e) any terms
applicable to the series issued at an original issue
discount below their stated principal amount, including
the issue price thereof and the rate or rates at which
such original issue discount shall accrue; (f) any
applicable United States federal income tax
consequences, other than as described under "Certain
Federal Income Tax Consequences With Respect to the
Debentures"; and (g) any terms that may be required by
or advisable under applicable laws or regulations.
The Debentures will be issued only in fully
registered form and in denominations of $1,000 and any
whole multiple thereof (Section 302). No service charge
will be made for any transfer or exchange of any
Debentures, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge
payable in connection therewith (Section 306).
Under the Indenture, the Trustee must mail to the
holders of each series of Debentures notice of all
uncured defaults with respect to such series within 90
days after the occurrence thereof (the term default to
include the Events of Default set forth below without
regard to grace periods); provided that, except in the
case of a default in the payment of principal of or
interest on any Debentures, the Trustee shall be
protected in withholding such notice if, in good faith,
it determines that the withholding of such notice is in
the interest of the holders of the Debentures of such
series. (Section 602).
Consolidation, Merger, Sale, Etc.
The Company may consolidate or merge with or into
any other corporation and any other corporation may
consolidate or merge with or into the Company, and the
Company may sell or transfer all or substantially all of
its property and assets to another corporation, provided
that (i) the corporation (if other than the Company)
formed by or resulting from any such consolidation or
merger or which shall have received the transfer of such
property and assets shall assume payment of the
principal, interest, if any, Redemption Price and the
performance and observance of the terms of the
Debentures and the Indenture, and (ii) the Company or
such successor corporation shall not immediately
thereafter be in default under the Indenture (Section
801).
Modification of the Indenture.
Modification and amendment of the Indenture or the
Debentures may be effected by the Company and the
Trustee by means of a supplemental indenture with the
consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debentures
of each series affected by such supplemental indenture,
or the Holders of at least a majority in aggregate
principal amount of Outstanding Debentures of each
affected series present or represented at a meeting of
Holders at which a quorum is present (Section 902).
However, without the consent of each Holder affected, no
amendment may, among other things: (i) reduce the
principal, Redemption Price of or change the stated
maturity of, any Debenture, or alter the manner or rate
of accrual of Original Issue Discount, if any, or make
any Debenture payable in money other than as stated in
the Debenture; (ii) reduce the amount of Debentures
whose Holders must consent to an amendment of or any
waiver under the Indenture or to modify the Indenture
provisions relating to such amendments and waivers; or
(iii) modify the provisions of the Indenture relating to
the subordination of the Debentures in a manner adverse
to the Holders of the Debentures.
Events of Default; Notice and Waiver.
The Indenture provides that, if an Event of Default
specified therein shall have happened and be continuing,
either the Trustee or the Holders of not less than a
majority in aggregate principal amount at maturity of
the Outstanding Debentures of the relevant series may
declare the Issue Price of all such Debentures plus the
Original Issue Discount, if any, on all such Debentures
accrued to the date of such declaration to be
immediately due and payable (Section 502). However,
each Holder to whom a notice of redemption is given,
pursuant to the requirements for redemption contained in
the Indenture, prior to the date on which the notice of
acceleration required by the terms of the Indenture is
received by the Company shall be entitled to receive,
upon such acceleration, the Redemption Price payable on
the Debentures held by such Holder for which such notice
of redemption was mailed to such Holder, as set forth
above, as of the date of such declaration of
acceleration (Section 502). Interest shall accrue and
be payable on demand upon a default in the payment of
principal or any Redemption Price to the extent that
payment of such interest shall be legally enforceable.
Events of Default are defined as: (i) default in
payment of principal or Redemption Price on any
Debenture when such becomes due and payable and such
default continues for a period of 10 days, (ii) default
in the payment of interest on any Debenture when due and
such default continues for a period of 30 days, (iii)
failure by the Company to comply with any of its other
agreements in the Debentures or the Indenture upon the
specified notice of such default by the Trustee or by
the Holders of not less than a majority in aggregate
principal amount at maturity of the Debentures of the
relevant series then Outstanding to the Company and the
Company's failure to cure such default within 60 days
after receipt of such notice, or (iv) certain events of
bankruptcy or insolvency (Section 501).
The Trustee shall give notice to Holders of the
Debentures of the relevant series of any default known
to the Trustee within 90 days after the occurrence
thereof, but the Trustee may withhold from the Holders
of the Debentures such notice as to any default other
than a default in any payment on any Debenture if the
Trustee determines in good faith that the withholding of
such notice is in the interest of the Holders (Section
602).
The Holders of at least a majority in aggregate
principal amount at maturity of the Outstanding
Debentures of the applicable series may direct the time,
method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, provided that such
direction shall not be in conflict with any rule of law
or the Indenture (Section 512). Before proceeding to
exercise any right or power under the Indenture at the
direction of such Holders, the Trustee shall be entitled
to receive from such Holders reasonable security or
indemnity satisfactory to it against the costs, expenses
and liabilities which might be incurred by it in
complying with any such direction. No Holder of any
Debenture will have any right to institute any
proceeding with respect to the Indenture or for any
remedy thereunder, unless such Holder shall have
previously given to the Trustee written notice of a
continuing Event of Default and the Holders of at least
a majority in aggregate principal amount at maturity of
the Outstanding Debentures of the applicable series
shall have made a written request to the Trustee to
institute such proceeding as Trustee, and offered to the
Trustee indemnity satisfactory to the Trustee, and the
Trustee shall not have received from the Holders of at
least a majority in aggregate principal amount at
maturity of the Outstanding Debentures a direction
inconsistent with such request and shall have failed to
institute such proceeding within 60 days. However, the
Holder of any Debenture has an absolute right to receive
payment of the principal of such Debenture, and any
interest thereon, on or after the due date expressed in
such Debenture or to receive payment of the Redemption
Price of such Debenture, and any interest thereon, on or
after the Redemption Date (or such later date as such
Debenture may be delivered for repurchase) with respect
thereto and to institute suit for the enforcement of any
such payments. The Holders of at least a majority in
aggregate principal amount of the Outstanding Debentures
of a series may with proper notice to the Trustee
rescind and annul a declaration of acceleration with
respect to such Debentures if the Company has paid or
deposited with the Trustee all monies owing on the
Debentures of that series and there are no other Events
of Default for such series that have not been cured or
waived. The Holders of at least a majority in aggregate
principal amount of the Outstanding Debentures of a
series may with proper notice to the Trustee waive an
existing default other than a default in any payment on
the Debentures or any default in respect of certain
covenants or provisions in the Indenture which may not
be modified without the consent of the Holder of each
Debenture as described in "Modification of the
Indenture".
The Company will be required to furnish to the
Trustee annually a statement as to any default by the
Company in the performance and observance of its
obligations under the Indenture (Section 704).
<PAGE>
Redemption.
The Debentures will be subject to redemption, as a
whole or in part, at any time or from time to time, at
the option of the Company on at least 30 days' prior
notice by mail to the Holders at a Redemption Price
equal to the principal amount thereof plus a specified
percentage (not to exceed 60% of the stated interest
rate of the applicable series of Debentures) thereof,
such percentage declining ratably annually over not more
than seven years from the issuance of such series of
Debentures, plus interest accrued to the date of
redemption. The initial Redemption Date upon which
Debentures may be redeemed at the option of the Company,
and the applicable Redemption Prices to be payable by
the Company, will be determined by negotiations between
the Company and the prospective Holders of the
Debentures of the particular series (Sections 1101
through 1108).
Subordination.
The indebtedness evidenced by the Debentures is
subordinate to the prior payment, when due, of the
principal of, premium, if any, and interest on all
Senior Indebtedness of the Company (Section 1301).
During the continuance beyond any applicable grace
period of any default with respect to Senior
Indebtedness (other than any indebtedness of the Company
to a subsidiary) no payment of principal or Redemption
Prices, or any interest on such amounts, of the
Debentures shall be made by the Company (Section 1302).
In addition, upon any distribution of assets of the
Company upon any dissolution, winding up, liquidation or
reorganization, the payment of the principal or
Redemption Prices, and any interest on such amounts, of
the Debentures is to be subordinated to the extent
provided in the Indenture in right of payment to the
prior payment in full of all Senior Indebtedness. By
reason of such subordination, in the event of the
Company's dissolution, holders of Senior Indebtedness
may receive more, ratably, and Holders of the Debentures
may receive less, ratably, than the other creditors of
the Company. Such subordination will not prevent the
occurrence of any Event of Default under the Indenture.
The term "Senior Indebtedness" is defined to mean
the principal of, premium, if any, and interest on the
following, whether outstanding on the date of execution
of the Indenture or thereafter incurred or created:
(a) Indebtedness of the Company for money
borrowed (including any indebtedness secured by a
mortgage or other lien which is (i) given to secure
all or part of the purchase price of property
subject thereto, whether given to the vendor of such
property or to another or (ii) existing on property
at the time of acquisition thereof) evidenced by
notes or other written obligations;
(b) Indebtedness of the Company evidenced
by notes, debentures (other than the Debentures),
bonds or other securities sold by the Company for
money;
(c) Indebtedness of others of the kinds
described in either of the preceding clauses (a) or
(b) assumed by or guaranteed in any manner by the
Company or in effect guaranteed by the Company
through an agreement to purchase, contingent or
otherwise; and
(d) Renewals, extensions or refundings of
indebtedness of the kinds described in any of the
preceding clauses (a), (b) or (c);
unless, in the case of any particular indebtedness,
renewal, extension or refunding, the instrument creating
or evidencing the same or the assumption or guarantee of
the same expressly provides that such indebtedness,
renewal, or refunding is subordinate to any other
indebtedness of the Company or that such indebtedness,
renewal, extension or refunding is not superior in right
of payment to the Debentures (Section 1302). As of
November 30, 1993, the Company and its consolidated
subsidiaries had approximately $348.5 million in
principal amount of debt that would constitute Senior
Indebtedness. Included in such amount is approximately
$250.8 million of senior debt of Trinity Industries
Leasing Company ("TILC"), the Company's wholly-owned
leasing subsidiary. TILC is engaged in the business of
leasing products manufactured by the Company to third
parties. Substantially all of TILC's senior debt is in
the form of equipment trust certificates secured by
railcar rolling stock leased to industrial lessees.
Governing Law.
The Indenture and the Debentures provide that they
are to be governed by and construed in accordance with
the laws of the State of Texas (Section 112).
The Trustee.
The identity of the Trustee has not been determined
as of the date of this Prospectus.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
WITH RESPECT TO THE DEBENTURES
The following summary of certain United States
federal income tax consequences with respect to the
Debentures is based on current law and is for general
information only. Because the terms of the acquisitions
that may be effected by use of Debentures and certain
terms of the Debentures have not been determined,
portions of the following summary may not apply to a
holder after such terms are set, and certain other tax
consequences not discussed in this Prospectus may be
apply. The tax treatment of a holder of Debentures may
vary depending upon such holder's particular situation.
Because the Debentures will be issued in acquisitions,
this disclosure focuses on holders who acquire
Debentures in exchange for property. Certain holders of
Debentures (including insurance companies, tax-exempt
organizations, financial institutions, broker-dealers,
foreign corporations and persons who are not citizens or
residents of the United States) may be subject to
special rules not discussed below. EACH PROSPECTIVE
HOLDER SHOULD CONSULT SUCH PROSPECTIVE HOLDER'S OWN TAX
ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES TO SUCH
PROSPECTIVE HOLDER OF ACQUIRING, HOLDING AND DISPOSITION
OF THE DEBENTURES, INCLUDING THE APPLICABILITY AND
EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS AND
RECENT OR POSSIBLE CHANGES IN APPLICABLE TAX LAWS.
Stated Interest.
A holder of a Debenture will be required to report
as income for federal income tax purposes interest
earned on the Debenture in accordance with the holder's
method of tax accounting. A holder of a Debenture using
the accrual method of accounting for tax purposes is, as
a general rule, required to include interest in ordinary
income as such interest accrues, while a cash basis
holder must include interest in income when cash
payments are received (or made available for receipt) by
such holder.
Gain or Loss on Receipt of Debenture.
Generally, a holder of a Debenture who receives
the Debenture in exchange for property will realize a
taxable gain or loss equal to the difference between the
amount realized and such holder's tax basis in the
property exchanged. Such gain or loss will be capital
gain or loss or ordinary income or loss, depending on
the character of the property exchanged for the
Debenture. Unless the installment method of reporting
gain applies (as discussed below), such realized gain or
loss will be recognized in the holder's tax year in
which the exchange occurs. If the installment method of
reporting gain does not apply, then the determination of
the amount realized by a holder upon the receipt of a
Debenture may vary depending on the method of accounting
used by the particular holder. In certain
circumstances, the law is unclear on the calculation of
this amount. Further, if the property exchanged for a
Debenture is treated as a capital asset, and if the
holder's holding period of such property exceeds one
year, then such capital gain or loss will be long-term.
Installment Method of Reporting.
If, for federal income tax purposes, the
installment method of reporting gain is available to a
holder of a Debenture and such holder chooses to report
gain on the installment method, such holder will
recognize the gain realized on the disposition of the
property exchanged for the Debenture on a ratable basis
in the taxable years in which principal payments with
respect to the Debenture are received rather than
recognizing all such gain in the taxable year in which
the holder disposes of such property. If available, the
installment method will apply to a holder unless such
holder properly elects out of the installment method.
Under the installment method of reporting gain, the
income recognized by the holder for any taxable year is
that proportion of the principal payments received by
such holder in such taxable year which equals the
proportion that (a) the total gain to be realized by
such Seller on the disposition of such property bears to
(b) the issue price of the Debenture.
For the installment method of reporting gain to be
available to a holder of a Debenture, among other
things, (a) at least one payment must be received after
the close of the taxable year in which the exchange of
the holder's property for such Debenture occurred,
(b) the holder's property must not be property of a kind
that is required to be included in the inventory of such
holder if on hand at the closing of the taxable year and
(c) the Debenture must not be payable on demand, be in
a form to render it readily tradable in an established
securities market or in fact be so readily tradable.
Taxable gain, which may include gain realized on the
receipt of a Debenture that is deferred under the
installment method, will be recognized by the original
holder of the Debenture upon a disposition of the
Debentures by such holder.
Under certain circumstances, a holder of a
Debenture who reports gain on the installment method
will be subject to the interest charge and pledging
rules of section 453A of the Internal Revenue Code of
1986, as amended (the "Code").
Section 453A of the Code generally imposes an
interest charge on the deferred tax liability with
respect to any obligation that arises from the
disposition of any property (other than certain personal
use and farm property and certain timeshares and
residential lots) under the installment method if the
sales price of such property exceeds $150,000 (an
"applicable obligation") and (a) such applicable
obligation is outstanding at the close of the taxable
year in which such applicable obligation arose, and
(b) the face amount of all applicable obligations held
by the taxpayer which arose during, and are outstanding
as of the close of, such taxable year exceeds
$5,000,000. For purposes of determining whether the
sales price of property exceeds $150,000, all sales or
exchanges that are part of the same transaction (or
series of related transactions) are aggregated and
treated as one sale or exchange. In such case, the
holder's federal income tax will be increased for each
taxable year that such Debenture is outstanding at the
close of such taxable year by an amount of interest
equal to (a) the underpayment rate in effect under
section 6621(a)(2) of the Code for the month with or
within which such taxable year ends, multiplied by
(b) the product of (i) the amount of gain with respect
to such Debenture that has not been recognized as of the
close of such taxable year, multiplied by (ii) the
maximum rate of federal income tax in effect for such
holder under section 1 or 11 of the Code, whichever is
appropriate, for such taxable year (e.g., 39.6 percent
for the individuals and 35 percent for corporations for
the calendar taxable year 1994) multiplied by (c) the
percentage determined by dividing (x) the portion of the
aggregate face amount of all applicable obligations
outstanding as of the close of such taxable year in
excess of $5,000,000 by (y) the aggregate face amount of
all such applicable obligations outstanding as of the
close of such taxable year.
In addition to imposing an interest charge in
certain circumstances, section 453A of the Code
generally treats the net proceeds of any indebtedness
secured by an applicable obligation as a payment
received on such installment obligation as of the later
of (a) the time such indebtedness became secured by such
applicable obligation, or (b) the time the proceeds of
such indebtedness are received by the taxpayer. For
this purpose, indebtedness is secured by an applicable
obligation to the extent payment of principal or
interest on such indebtedness is directly secured (under
the terms of the indebtedness or any underlying
arrangements) by any interest in such applicable
obligation. If any indebtedness of a holder of a
Debenture is secured in such manner by a Debenture
received by such holder of Debentures that is an
applicable obligation, then the net proceeds of such
indebtedness will, for purposes of the installment
method of reporting, be treated as a payment received on
such Debentures as of the later of (a) the time the
indebtedness became secured indebtedness, or (b) the
time the proceeds of such indebtedness are received by
the holder.
Original Issue Discount.
The following discusses the method by which the
amount of original issue discount, if any, may be
calculated with respect to the Debentures.
General. A holder of a Debenture issued with
original issue discount will effectively recognize
interest income in addition to the stated interest for
federal income tax purposes equal to the excess of the
interest calculated at the applicable federal rate over
the actual interest paid or accrued on the Debenture.
Such recognition of interest income should be deemed to
reduce the principal payments under the Debentures with
the effect of reducing the gain or increasing the loss
recognized by the holder on the receipt of the Debenture
as discussed above. A Debenture will not be treated as
issued with original issue discount if the issue price
as defined in section 1274(a) of the Code, equals or
exceeds the Debenture's "stated redemption price at
maturity". The stated redemption price at maturity of
a Debenture issued for property will equal the issue
price if the Debenture has adequate stated interest as
defined in section 1274(c)(2) of the Code. In general,
interest at a rate equal to or in excess of the
applicable federal rate compounded semiannually will
constitute adequate stated interest. The applicable
federal rate is adjusted monthly. For example, the
applicable federal rate on long-term indebtedness for
December 1993, compounded semiannually, was 5.97%. Each
Debenture will need to be tested when it is issued to
determine if it has adequate stated interest.
A Debenture will be treated as having original issue
discount (a "Discount Debenture") if the excess of the
Debenture's "stated redemption price at maturity" over
its issue price (defined in section 1274(a)) equals or
exceeds 1/4 of 1 percent of such Debenture's stated
redemption price at maturity multiplied by the number of
complete years to its maturity. "Stated redemption
price at maturity" is the total of all payments provided
by the Debenture that are not payments of "qualified
periodic interest." A "qualified periodic interest"
payment is generally any one of a series of payments
equal to the product of the outstanding principal amount
of the Debenture and a single rate of interest, or a
variable rate tied to a single objective index of market
interest rates, that is actually and unconditionally
payable at fixed, periodic intervals of one year or less
during the entire term of the Debenture (including short
periods). Generally, if a Debenture does not have
adequate stated interest, the issue price is an amount
equal to the sum of the present values (calculated using
the applicable federal rate) of all payments due under
the Debenture.
A holder of a Discount Debenture will have to
include original issue discount in income before the
receipt of cash attributable to such income. The amount
of original issue discount includible in income by a
holder of a Discount Debenture is determined pursuant to
the provisions of section 1272 of the Code. Under these
rules, original issue discount accrues daily over the
life of the Discount Debenture in accordance with a
constant-yield method that takes into account the
compounding of interest. Even cash-basis taxpayers must
take original issue discount into account as ordinary
income as it accrues without regard to when payments
were made.
Reporting Period. The Company is required to report
to the Internal Revenue Service (the "Service") the
amount of original issue discount accrued on Discount
Debentures held of record by United States persons other
than corporations and other exempt holders.
Disposition of Debentures.
In general, the holder of a Debenture will
recognize gain or loss upon the sale, redemption,
retirement or other disposition of the Debenture
measured by the difference between the amount of cash
and the fair market value of property received (except
to the extent attributable to the payment of accrued
interest that was not previously included in income) and
the holder's tax basis in the Debenture. In this
regard, a holder who is not reporting gain under the
installment method will have a tax basis in a Debenture
that generally will equal the amount realized by the
holder upon receipt of the Debenture. The tax basis of
a Debenture to a holder reporting gain using the
installment method will generally equal the excess of
the face value of the Debenture over an amount equal to
the income that would be returnable were the Debenture
satisfied in full. The gain on the sale or redemption
of the Debentures should be long-term capital gain
provided the Debentures were capital assets in the hands
of the holder and had been held for more than the then
applicable holding period (currently one year).
Backup Withholding.
Under the backup withholding rules, a holder of a
Debenture may be subject to backup withholding at the
rate of 31 percent on interest paid on the Debenture or
on any other cash payment with respect to the sale or
redemption of the Debenture, unless (a) such holder is
a corporation or comes within certain other exempt
categories and when required demonstrates this fact, or
(b) such holder provides a correct taxpayer
identification number, certifies as to no loss of
exemption from backup withholding and otherwise complies
with applicable requirements of the backup withholding
rules in the Treasury Regulations. Prospective
purchasers of Debentures will be required to complete a
Form W-9 in order to provide the required information to
the Company. A holder of a Debenture who does not
provide the Company with the holder's correct taxpayer
identification number may be subject to penalties
imposed by the Service.
The Company will report to the holders of the
Debentures and the Service the amount of any "reportable
payments" for each calendar year and the amount of tax
withheld, if any, with respect to payments on the
Debentures.
THE FOREGOING DISCUSSION OF CERTAIN FEDERAL INCOME
TAX CONSEQUENCES IS FOR GENERAL INFORMATION ONLY AND IS
NOT TAX ADVICE. ACCORDINGLY, EACH PROSPECTIVE HOLDER OF
DEBENTURES SHOULD CONSULT SUCH PROSPECTIVE HOLDER'S OWN
TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES TO SUCH
PROSPECTIVE HOLDER, INCLUDING THE TAX CONSEQUENCES TO
SUCH PROSPECTIVE HOLDER UNDER STATE, LOCAL, FOREIGN AND
OTHER TAX LAWS, OF THE ACQUISITION, OWNERSHIP AND
DISPOSITION OF THE DEBENTURES.
LEGAL MATTERS
The legality of the shares of Common Stock offered
hereby, and the validity of the Debentures offered
hereby, is being passed upon for the Company by Locke
Purnell Rain Harrell (A Professional Corporation),
counsel for the Company.
EXPERTS
The consolidated financial statements of the Company
for the year ended March 31, 1993, incorporated by
reference in the Company's Annual Report (on Form 10-K),
have been audited by Ernst & Young, independent
auditors, as set forth in their report thereon included
or incorporated by reference therein and incorporated
herein by reference. Such consolidated financial
statements are incorporated herein by reference in
reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
<PAGE>
No dealer, salesman or other person
has been authorized to give any
information or to make any
representations other than those
contained in this Prospectus in
connection with the offer made by
this Prospectus and, if given or
made, such information or
representations must not be relied
upon as having been authorized by the
Company, by any selling stockholder
or underwriter. Neither the delivery
of this Prospectus nor any sale made
hereunder shall under any
circumstances create an implication
that there has been no change in the
affairs of the Company since the date
hereof. This Prospectus does not
constitute an offer or solicitation
by anyone in any state in which such
offer or solicitation is not
authorized or in which the person
making such offer or solicitation is
not qualified to do so to anyone to
whom it is unlawful to make such
offer or solicitation.
TABLE OF CONTENTS
Page
Available Information. . . . . . 2
Incorporation of Certain Information
by Reference. . . . . . . . . 2
The Company. . . . . . . . . . . 4
Securities Covered by . . . . .
This Prospectus . . . . . . . 5
Use of Proceeds. . . . . . . . . 5
Ratio of Earnings to Fixed Charges 6
Description of the Subordinated
Debentures. . . . . . . . . . 6
Certain Federal Income Tax
Consequences
with respect to the Debentures 10
Legal Matters. . . . . . . . . . 13
Experts. . . . . . . . . . . . . 13
TRINITY INDUSTRIES, INC.
2,500,000 Shares
of Common Stock
($1 Par Value Per Share)
Subordinated Debentures
in the Principal Amount
of $100,000,000
_______________
Prospectus
_______________
March 4, 1994
