As filed with the Securities and Exchange Commission on April 28, 1995
Registration No. 33-51709
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Trinity Industries, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 3743 75-0225040
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification
Incorporation or No.)
Organization)
2525 Stemmons Freeway
Dallas, Texas 75207
(214) 631-4420
(Address, including Zip Code, and Telephone Number,
including Area Code of Registrant's Principal Executive Offices)
F. Dean Phelps, Jr.
Vice President
Trinity Industries, Inc.
2525 Stemmons Freeway
Dallas, Texas 75207
(214) 631-4420
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent for Service)
With copy to:
Russell F. Coleman
Locke Purnell Rain Harrell
(A Professional Corporation)
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776
Approximate date of commencement of proposed sale to the public:
From time to time after this Post-Effective Amendment No. 1 to the
Registration Statement becomes effective.
If the only securities being registered on this form are being
offered in connection with the formation of a holding company and
there is compliance with General Instruction G, check the following
box. --
| |
--
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until this Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Item Number and Caption Heading or Location
in Prospectus
- ----------------------- -------------------
A. Information about the Transaction:
1. Forepart of Registration
Statement and Outside Front
Cover Page of Prospectus. . Facing Page; Cross
Reference Sheet;
CoverPage.
2. Inside Front and Outside
Back Cover Pages of
Prospectus. . . . . . . . . Available Information;
Incorporation of Certain
Information by Reference.
3. Risk Factors, Ratio of
Earnings to Fixed Charges
and Other Information . . . Cover Page; The Company;
Ratio of Earnings to Fixed
Charges; *.
4. Terms of the Transaction. . *
5. Pro Forma Financial
Information . . . . . . . . *
6. Material Contacts With the
Company Being Acquired. . . *
7. Additional Information
Required for Reoffering by
Persons and Parties Deemed
to Be Underwriters. . . . . Securities Covered by This
Prospectus; *.
8. Interests of Named Experts
and Counsel . . . . . . . . Experts; Legal Matters.
9. Disclosure of Commission
Position on Indemnification
for Securities Act
Liabilities . . . . . . . . **
B. Information About the Registrant:
10. Information with Respect to
S-3 Registrants . . . . . . The Company; Incorporation
of Certain Information by
Reference.
11. Incorporation of Certain
Information by Reference. . Incorporation of Certain
Information by Reference.
12. Information with Respect to
S-2 or S-3 Registrants. . . **
13. Incorporation of Certain
Information by Reference. . **
14. Information with Respect to
Registrants Other Than S-3
or S-2 Registrants. . . . . **
C. Information About the Company
Being Acquired:
15. Information with Respect to
S-3 Companies . . . . . . . **
16. Information with Respect to
S-2 or S-3 Companies. . . . **
17. Information with Respect to
Companies Other Than S-2 or
S-3 Companies . . . . . . . *
D. Voting and Management
Information:
18. Information if Proxies,
Consents, or Authorizations
are to be Solicited . . . . *
19. Information if Proxies,
Consents or Authorizations
are not to be Solicited, or
in an Exchange Offer. . . . *
_____________
* Inapplicable (or partially inapplicable as indicated) upon filing
of this Post-Effective Amendment No. 1 to the Registration
Statement - may be included in subsequent amendments under certain
circumstances.
** Not applicable or answer is negative.
<PAGE>
TRINITY INDUSTRIES, INC.
PROSPECTUS
1,998,827 Shares of Common Stock ($1 Par Value Per Share)
Subordinated Debentures in the Principal Amount of $100,000,000
This Prospectus relates to 1,998,827 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 April 27, 1995 , the closing per share price of the
Common Stock on such exchange was $38-3/4. 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.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION 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 May 1, 1995.
<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, 1994 filed pursuant to Section 13 of the Exchange Act,
including portions of its 1994 Annual Report to Stockholders
incorporated therein by reference.
Quarterly Reports on Form 10-Q of the Company for the fiscal
quarters ended June 30, 1994, September 30, 1994 and December 31,
1994 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, 1994, 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.
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
Nine Months Ended
December 31 Year Ended March 31
----------------- --------------------------------
1994 1993 1994 1993 1992 1991 1990
Ratio of earnings to
fixed charges 4.90x 4.73x 4.53x 3.03x 2.12x 2.40x 2.41x
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).
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 December 31, 1994, the Company and
its consolidated subsidiaries had approximately $444.8 million in
principal amount of debt that would constitute Senior Indebtedness.
Included in such amount is approximately $207.3 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 sum of the issue price of the Debenture and the amount of other
contract consideration.
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 1995) 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 April 1995, compounded semiannually, is 7.53%. 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 stated interest." "Qualified stated interest" is stated
interest that is unconditionally payable in cash or in property (other
than debt instruments of the issuer) or that will be constructively
received, at least annually at a single fixed rate, as such term is
defined in the Treasury Regulations. 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 and schedules of the Company
for the year ended March 31, 1994, incorporated by reference in the
Company's Annual Report (on Form 10-K), have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon
included or incorporated by reference therein and incorporated herein
by reference. Such consolidated financial statements and schedules 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.
TRINITY INDUSTRIES, INC.
1,998,827 Shares of Common Stock
($1 Par Value Per Share)
Subordinated Debentures
in the Principal Amount of
$100,000,000
______________
Prospectus
______________
-----------------------
TABLE OF CONTENTS
Page
----
Available Information. . . . 2
Incorporation of Certain
Information
by Reference. . . . . . . 2
The Company. . . . . . . . . 4
Securities Covered by . . .
This Prospectus . . . . . 5 May 1, 1995
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
<PAGE>
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Officers and Directors.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with
specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (collectively, a "Proceeding"), and
other than an action by or in the right of the corporation (a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of
the corporation and, with respect to any criminal Proceeding, had no
reason to believe that their conduct was unlawful. With respect to
derivative actions, a standard similar to the foregoing is applicable,
except that indemnification only extends to expenses (including
attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of such action or suit, and court approval is
required before there can be any indemnification where the person
seeking indemnification has been found to be liable to the corporation.
The statute states that it is not to be deemed exclusive of any other
rights that may be granted under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise.
Under Article VI of the Registrant's Bylaws, the Registrant is to
indemnify each person who is or was or has agreed to become a director,
officer, employee or agent of the Registrant, or is or was serving or
has agreed to serve at the request of the Registrant in a similar
capacity for another corporation, partnership, joint venture, trust or
other enterprise, to the fullest extent authorized or permitted (i) by
the Delaware General Corporation Law or by any other applicable law or
any amendment thereof or (ii) by the Registrant's Certificate of
Incorporation. Article VI of the Registrant's Bylaws further states
that the Registrant will indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed Proceeding (other than an action by or in the right of the
Registrant) by reason of the fact that he is or was or has agreed to
become a director, officer, employee or agent of the Registrant, or is
or was serving or has agreed to serve at the request of the Registrant
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, or by reason of
any action alleged to have been taken or omitted in such capacity,
against costs, charges, expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such Proceeding and
any appeal therefrom, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Registrant, and, with respect to any criminal Proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination
of any Proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to any criminal
Proceeding, had reasonable cause to believe that his conduct was
unlawful.
The Registrant shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Registrant to
procure a judgment in its favor by reason of the fact that he is or was
or has agreed to become a director, officer, employee or agent of the
Registrant, or is or was serving or has agreed to serve at the request
of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, or
by reason of any action alleged to have been taken or omitted in such
capacity, against costs, charges and expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in
connection with the defense or settlement of such action or suit and
any appeal therefrom, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of
the Registrant, except that no indemnification shall be made in respect
of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent
that the Court of Chancery of Delaware or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of such liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such costs, charges and expenses that the
Court of Chancery or such other court shall deem proper.
The indemnification described above (unless ordered by a court) shall
be paid by the Registrant unless a determination is made (i) by the
Registrant's Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such Proceeding, or
(ii) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the Registrant's
stockholders, that indemnification of the director, officer, employee
or agent is not proper in the circumstances because he has not met the
applicable standard of conduct set forth above.
To the extent that a director, officer, employee or agent of the
Registrant has been successful on the merits or otherwise, including,
without limitation, the dismissal of an action without prejudice, in
defense of any Proceeding described above, or in defense of any claim,
issue or matter therein, he shall be indemnified against all costs,
charges and expenses (including attorneys' fees) actually and
reasonably incurred by him or on his behalf in connection therewith.
Under the Registrant's Bylaws, the Registrant is to advance expenses
to indemnitees to the fullest extent authorized or permitted (i) by the
Delaware General Corporation Law or by any other applicable law or any
amendment thereof or (ii) by the Registrant's Certificate of
Incorporation. Article VI of the Registrant's Bylaws provides that
costs, charges and expenses (including attorneys' fees) incurred by a
person seeking indemnification under Article VI of the Registrant's
Bylaws in defending a Proceeding shall be paid by the Registrant in
advance of the final disposition of such Proceeding; provided, however,
that the payment of such costs, charges and expenses incurred by a
director or officer in his capacity as a director or officer (and not
in any other capacity in which service was or is rendered by such
person while a director or officer) in advance of the final disposition
of such Proceeding shall be made only upon receipt of an undertaking by
or on behalf of the director or officer to repay all amounts so
advanced in the event that it shall ultimately be determined that such
director or officer is not entitled to be indemnified by the
Registrant. Such costs, charges and expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if
any, as the Board of Directors deems appropriate. The Board of
Directors may, upon approval of such director, officer, employee or
agent of the Registrant, authorize the Registrant's counsel to
represent such person in any Proceeding, whether or not the Registrant
is a party to such Proceeding.
The indemnification and advancement of costs, charges and expenses
provided by the Registrant's Bylaws shall not be deemed exclusive of
any other rights to which a person seeking indemnification or
advancement of costs, charges and expenses may be entitled under any
law (common or statutory), agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding office or
while employed by or acting as agent for the Registrant, and shall
continue as to a person who has ceased to be a director, officer,
employee or agent as to actions taken while he was such a director,
officer, employee or agent, and shall inure to the benefit of the
estate, heirs, executors and administrators of such person. Repeal or
modification of Article VI of the Registrant's Bylaws or any repeal or
modification of relevant provisions of the Delaware General Corporation
Law or any other applicable laws shall not in any way diminish any
rights to indemnification of such director, officer, employee or agent
or the obligations of the corporation arising thereunder.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a
director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, but excludes specifically liability for
any (i) breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) acts or omissions not in good faith or involving
intentional misconduct or a knowing violation of law, (iii) payments of
unlawful dividends or unlawful stock repurchases or redemptions, or
(iv) transactions from which the director derived an improper personal
benefit. The provision does not limit equitable remedies, such as an
injunction or rescission for breach of a director's fiduciary duty of
care.
The Registrant's Certificate of Incorporation contains a provision
eliminating the personal liability of a director from breaches of
fiduciary duty, subject to the exceptions described above.
The Registrant has entered into Indemnity Agreements with all of its
officers and directors that establish contract rights to
indemnification substantially similar to the rights to indemnification
provided for in the Registrant's Bylaws.
The Registrant has in force an officers' and directors' liability
insurance policy insuring, up to specified amounts and with specified
exceptions, directors and officers and former directors and officers of
the Registrant and its subsidiaries against damages, judgments,
settlements and costs for which they are not indemnified by the
Registrant that any such persons may become legally obligated to pay on
account of claims made against them for any error, misstatement or
misleading statement, act or omission, or neglect or breach of duty
committed, attempted or allegedly committed or attempted by such
persons in the discharge of their duties to the Registrant in their
capacities as directors or officers, or any matter claimed against them
solely by reason of their serving in such capacities. The officers'
and directors' liability insurance policy also insures the Registrant,
up to specified amounts and with specified exceptions, against any
indemnification payments made by the Registrant to directors and
officers and former directors and officers.
<PAGE>
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits:
The following Exhibits are filed as part of this Post-Effective
Amendment No. 1 to the Registration Statement:
Exhibit
Number Description
3.1 Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 3.A to Registration Statement No.
33-10937 filed April 8, 1987).
3.2 Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for its fiscal year ended March 31, 1992).
4.1 Specimen Common Stock Certificate of the Registrant
(incorporated by reference to Exhibit 3B to Registration
Statement No. 33-10937 filed April 8, 1987).
4.2 Form of Indenture relating to the Subordinated Debentures.*
5.1 Legal opinion of Locke Purnell Rain Harrell (A Professional
Corporation).*
12.1 Computation of ratio of earnings to fixed charges.
22.1 Listing of subsidiaries of the Registrant (incorporated
by reference to Exhibit 22 in the Registrant's Annual
Report on Form 10-K for its fiscal year ended March 31,
1994).
23.1 Consent of Locke Purnell Rain Harrell (A Professional
Corporation) (included in their opinion).*
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney.*
_______________
* Previously filed.
(b) Financial Statement Schedules:
None required, except for those schedules hereby incorporated by
reference from the Registrant's Annual Report on Form 10-K for its
fiscal year ended March 31, 1994.
<PAGE>
Item 22. Undertakings. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes
that such reoffering prospectus will contain the information called for
by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information
called for by the other Items of the applicable form.
(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding or (ii) that purports to meet the requirements of
section 10(a)(3) of the Securities Act of 1933 and is used in
connection with an offering of securities subject to Rule 415, will be
filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes
of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be initial bona fide
offering thereof.
(7) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(8) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of
this Form, within one business day of receipt of such request, and to
send the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through
the date of responding to the request.
(9) To supply by means of a post-effective amendment all required
information concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included in the
registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
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 April 28, 1995.
TRINITY INDUSTRIES, INC.
By: F. Dean Phelps, Jr.
F. Dean Phelps, Jr.
Vice President
<PAGE>
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 date indicated.
/s/ W. Ray Wallace* Chairman of the Board,
W. Ray Wallace President and Chief
Executive Officer
(Principal Executive Officer)
/s/ David W. Biegler* Director
David W. Biegler
/s/ Barry J. Galt* Director
Barry J. Galt
/s/ Dean P. Guerin* Director
Dean P. Guerin
/s/ Jess T. Hay* Director
Jess T. Hay
/s/ Edmund M. Hoffman* Director
Edmund M. Hoffman
/s/ Ray J. Pulley* Director
Ray J. Pulley
/s/ Timothy R. Wallace* Director
Timothy R. Wallace
/s/ K. W. Lewis* Senior Vice President
K. W. Lewis (Principal Financial
Officer)
F. Dean Phelps, Jr. Vice President
F. Dean Phelps, Jr. (Principal Accounting
Officer)
* By:F. Dean Phelps, Jr. Dated: April 28, 1995
F. Dean Phelps, Jr.
Pursuant to Power of Attorney
<PAGE>
INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description Page
3.1 Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.A to
Registration Statement No. 33-10937 filed April 8,
1987). N/A
3.2 Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's
Annual Report on Form 10-K for its fiscal year
ended March 31, 1992). N/A
4.1 Specimen Common Stock Certificate of the
Registrant (incorporated by reference to Exhibit
3B to Registration Statement No. 33-10937 filed
April 8, 1987). N/A
4.2 Form of Indenture relating to the Subordinated
Debentures.* N/A
5.1 Legal opinion of Locke Purnell Rain Harrell (A
Professional Corporation).* N/A
12.1 Computation of ratio of earnings to fixed charges.
22.1 Listing of subsidiaries of the Registrant
(incorporated by reference to Exhibit 22 in the
Registrant's Annual Report on Form 10-K for its
fiscal year ended March 31, 1994). N/A
23.1 Consent of Locke Purnell Rain Harrell (A
Professional Corporation) (included in their
opinion).* N/A
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney.* N/A
________________
*Previously filed.
Exhibit 12.1
Trinity Industries, Inc.
Computation of Ratio of Earnings to Fixed Charges
(in millions)
Nine Months Ended
December 31 Year Ended March 31
1994 1993 1994 1993 1992 1991 1990
Earnings:
Income before income
taxes and cumulative
effect of change in
accounting for
income taxes $104.9 $ 89.5 $114.2 $ 72.1 $39.7 $ 51.5 $ 64.8
Fixed charges 26.9 24.0 32.3 35.5 35.5 36.8 45.9
Earnings $131.8 $113.5 $146.5 $107.6 $75.2 $ 88.3 $110.7
Fixed charges:
Interest expense $ 24.3 $ 21.7 $ 29.3 $ 32.6 $32.9 $ 33.9 $ 43.1
Amortization of
deferred financing
costs - - - - 0.1 1.0 0.9
Interest portion of
rental expense 2.6 2.3 3.0 2.9 2.5 1.9 1.9
Fixed charges $ 26.9 $ 24.0 $ 32.3 $ 35.5 $35.5 $ 36.8 $ 45.9
Ratio of earnings to
fixed charges 4.90x 4.73x 4.53x 3.03x 2.12x 2.40x 2.41x
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts"
in Amendment No. 1 to the Registration Statement (Form S-4) and
related prospectus of Trinity Industries, Inc. for the registration
of 1,998,827 shares of its common stock and $100,000,000 of debt
securities and to the incorporation by reference therein of our
reports dated May 10, 1994, with respect to the consolidated
financial statements and schedules of Trinity Industries, Inc.
included or incorporated by reference in its Annual Report (Form
10-K) for the year ended March 31, 1994, filed with the Securities
and Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
April 28, 1995
