SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported): June 17, 1996
TRINITY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6903 75-0225040
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
2525 Stemmons Freeway, Dallas, Texas 75207
(Address of principal executive office) (zip code)
Registrant's telephone number, including area code: (214) 631-4420
(Not applicable)
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Pursuant to an Agreement and Plan of Merger by and among Transcisco
Industries, Inc. ("Transcisco"), Trinity Industries, Inc. (the "Registrant"),
and Trinity Y, Inc. ("Trinity Y"), a wholly-owned subsidiary of the
Registrant, dated as of June 17, 1996, the Registrant entered into an
agreement whereby Trinity Y would be merged (the "Merger") with and into
Transcisco, which will continue to exist as a wholly-owned subsidiary of the
Registrant. In the Merger, each share of Transcisco common stock, par value
$.01, that is outstanding prior to the effective time of the Merger will be
converted into, exchanged for, and represent the right to receive one
thousand, eight hundred eighty-four ten thousandths (0.1884) of a share of the
common stock, par value $1.00 per share, of the Registrant.
The common stock exchange ratio is fixed. Based on the June 14, 1996
closing price of $35 per share for Trinity common stock, the transaction would
have a value of approximately $47.6 million.
Transcisco, based in San Francisco, California, is a diversified railcar
services company engaged in railcar maintenance and repair, specialty railcar
leasing and management services and Russian rail transportation services
through its 23.5 percent ownership of SovFinAmTrans ("SFAT"), Russia's leading
private rail transportation firm.
The Merger is subject to registration with the Securities and Exchange
Commission of the common stock of Trinity to be issued in the transaction,
regulatory approval, and approval by the stockholders of Transcisco, and the
transaction is expected to be completed in late August or early September,
1996.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Trinity Industries, Inc.
(Registrant)
Date: June 27, 1996 By:
F. Dean Phelps
Vice President
