<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
TRINITY INDUSTRIES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
-----------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-----------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-----------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
(3) Filing Party:
-----------------------------------------------------------------------
(4) Date Filed:
-----------------------------------------------------------------------
<PAGE> 2
TRINITY INDUSTRIES, INC.
2525 STEMMONS FREEWAY
DALLAS, TEXAS 75207-2401
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 1999
Notice is hereby given that the Annual Meeting of Stockholders of
Trinity Industries, Inc. (the "Company"), a Delaware corporation, will be held
at the offices of the Company, 2525 Stemmons Freeway, Dallas, Texas 75207, on
Wednesday, July 21, 1999, at 9:30 a.m., Central Daylight Saving Time, for the
following purposes:
(1) to elect nine (9) directors to hold office until the next Annual
Meeting of Stockholders or until their successors are elected and qualified;
and
(2) to transact such other business as may properly come before the
meeting or any adjournment thereof.
Only stockholders of record at the close of business on May 28, 1999
will be entitled to notice of and to vote at the 1999 Annual Meeting or any
adjournment thereof, notwithstanding the transfer of any stock on the books of
the Company after such record date. A list of the stockholders will be open to
the examination of any stockholder, for any purpose germane to the 1999 Annual
Meeting, for a period of ten (10) days prior to the meeting at the Company's
offices, 2525 Stemmons Freeway, Dallas, Texas 75207.
You are requested to forward your proxy in order that you will be
represented at the 1999 Annual Meeting, whether or not you expect to attend in
person. Stockholders who attend the 1999 Annual Meeting may revoke their
proxies and vote in person, if they so desire.
A Proxy Statement, proxy card and a copy of the Annual Report on the
Company's operations for the fiscal year ended March 31, 1999 accompany this
Notice of Annual Meeting of Stockholders.
By Order of the Board of Directors
MICHAEL G. FORTADO
Vice President, General Counsel
and Corporate Secretary
June 18, 1999
<PAGE> 3
TRINITY INDUSTRIES, INC.
2525 STEMMONS FREEWAY
DALLAS, TEXAS 75207-2401
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 21, 1999
This Proxy Statement is furnished to the stockholders of Trinity
Industries, Inc. (the "Company") in connection with the solicitation of proxies
by the Board of Directors of the Company to be voted at the Annual Meeting of
Stockholders of the Company to be held at the offices of the Company, 2525
Stemmons Freeway, Dallas, Texas, on Wednesday, July 21, 1999, at 9:30 a.m.,
Central Daylight Saving Time (the "1999 Annual Meeting"), or at any adjournment
thereof, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. The Company's mailing address is P.O. Box 568887,
Dallas, Texas, 75356-8887.
This Proxy Statement and the enclosed form of proxy are being mailed
to stockholders on or about June 18, 1999.
RIGHT TO REVOKE PROXY
Any stockholder giving the proxy enclosed with this Proxy Statement
has the power to revoke such proxy at any time prior to the exercise thereof by
filing with the Company a written revocation at or prior to the 1999 Annual
Meeting, by executing a proxy bearing a later date or by attending the 1999
Annual Meeting and voting in person the shares of stock that such stockholder
is entitled to vote. Unless the persons named in the proxy are prevented from
acting by circumstances beyond their control, the proxy will be voted at the
1999 Annual Meeting and at any adjournment thereof in the manner specified
therein, or if not specified, the proxy will be voted:
(1) FOR the election of the nine (9) nominees listed under "Election
of Directors" as nominees of the Company for election as directors to hold
office until the next Annual Meeting of Stockholders or until their successors
are elected and qualified; and
(2) At the discretion of the persons named in the enclosed form of
proxy, on any other matter that may properly come before the 1999 Annual
Meeting or any adjournment thereof.
BY WHOM AND THE MANNER IN WHICH PROXY IS BEING SOLICITED
The enclosed proxy is solicited by and on behalf of the Board of
Directors of the Company. The expense of the solicitation of proxies for the
1999 Annual Meeting, including the cost of mailing, will be borne by the
Company. To the extent necessary to assure sufficient representation at the
1999 Annual Meeting, officers and regular employees of the Company, at no
additional compensation, may request the return of proxies personally, by
telephone, facsimile, mail, or other method. The extent to which this will be
necessary depends entirely upon how promptly proxies are received. Stockholders
are urged to send in their proxies without delay. The Company will supply
brokers, nominees, fiduciaries and other custodians with proxy materials to
forward to beneficial owners of shares in connection with this solicitation,
and the Company will reimburse such brokers, nominees, fiduciaries and other
custodians for their expenses in making such distribution. Management has no
knowledge or information that any other person will specially engage any
persons to solicit proxies.
<PAGE> 4
VOTING SECURITIES AND STOCKHOLDERS
The outstanding voting securities of the Company consist entirely of
shares of Common Stock, $1.00 par value per share, each share of which entitles
the holder thereof to one vote. The record date for the determination of the
stockholders entitled to notice of and to vote at the 1999 Annual Meeting, or
any adjournment thereof, has been established by the Board of Directors as of
the close of business on May 28, 1999. At that date, there were outstanding and
entitled to vote 40,551,785 shares of Common Stock.
The presence, in person or by proxy, of the holders of record of a
majority of the outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum for the transaction of business at the 1999
Annual Meeting, but if a quorum should not be present, the meeting may be
adjourned from time to time until a quorum is obtained. A holder of Common
Stock will be entitled to one vote per share on each matter properly brought
before the meeting. Cumulative voting is not permitted in the election of
directors.
The proxy card provides space for a stockholder to withhold voting for
any or all nominees for the Board of Directors. The election of directors
requires a plurality of the votes cast at the meeting. Any other matter
submitted to the stockholders requires the affirmative vote of a majority of
the shares present in person or represented by proxy and entitled to vote at
the meeting. Shares of a stockholder who abstains from voting on any or all
proposals will be included for the purpose of determining the presence of a
quorum. However, an abstention with respect to the election of the Company's
directors will not be counted either in favor of or against the election of the
nominees. In the case of any other proposal which is being submitted for
stockholder approval, an abstention will effectively count as a vote cast
against such proposal. Broker non-votes on any matter, as to which the broker
has indicated on the proxy that it does not have discretionary authority to
vote, will be treated as shares not entitled to vote with respect to that
matter. However, such shares will be considered present and entitled to vote
for quorum purposes so long as they are entitled to vote on other matters.
At May 28, 1999, the company named below was the only person known by
the Company to be beneficial owner of more than 5% of its Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS NUMBER OF SHARES PERCENT OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED CLASS
------------------- ------------------ -----------
<S> <C> <C>
Pioneering Management Corporation(1) 4,197,600 9.69%
60 State Street
Boston, Massachusetts 02109
</TABLE>
- ----------
(1) Pioneer Management Corporation reported aggregate sole voting and
dispositive power as to 4,197,600 shares. This information is based
solely on a Schedule 13G containing information as of January 14,
1999.
2
<PAGE> 5
The following table shows the number of shares of Common Stock as of
May 28, 1999 beneficially owned by each director or nominee, by the named
executive officers and by all directors and executive officers as a group,
based upon information supplied by them:
<TABLE>
<CAPTION>
NUMBER OF SHARES EXERCISABLE
BENEFICIALLY OWNED OPTIONS PERCENT OF
NAME AT MAY 28, 1999(1) INCLUDED CLASS
---- ------------------- ----------- ----------
<S> <C> <C> <C>
David W. Biegler 16,128 14,528 *
Jack L. Cunningham, Jr. 29,071 15,378 *
Michael G. Fortado 6,986 2,750 *
Barry J. Galt 12,000 7,000 *
Clifford J. Grum 13,764(2) 10,764 *
Dean P. Guerin 64,410 7,000 *
Jess T. Hay 10,384(3) 7,000 *
Edmund M. Hoffman 48,681(4) 7,000 *
Jim S. Ivy 19,688 9,375 *
Diana S. Natalicio 11,764 10,764 *
Mark W. Stiles 34,804 24,197 *
Timothy R. Wallace 227,072 135,948 *
W. Ray Wallace 1,151,617(5) 482,768 2.77%
Directors and Executive
Officers as a Group 1,738,717 777,841 4.18%
</TABLE>
---------
* Less than one percent (1%).
(1) Unless otherwise noted, all shares are owned directly and the owner
has the right to vote the shares, except for shares that officers and
directors have the right to acquire under the Company's stock option
plans as of May 28, 1999 or within sixty (60) days thereafter which
are included and shown in the next column. Includes shares indirectly
held through the Company's 401(k) Plan for Messrs. Fortado, Ivy,
Stiles and Timothy R. Wallace of 236, 313, 114 and 1,045 shares,
respectively.
(2) Includes 3,000 shares owned by Deerfield Corporation of which Mr. Grum
is an owner.
(3) Includes 384 shares owned of record by Mr. Hay's wife as custodian for
their daughter in which Mr. Hay disclaims beneficial ownership.
(4) Includes 1,500 shares held by Mr. Hoffman as trustee of a trust in
which Mr. Hoffman disclaims beneficial ownership.
(5) Includes 455,678 shares held indirectly by limited partnerships which
Mr. Wallace controls and 6,400 shares held by the estate of Minyone M.
Wallace.
In addition, directors who defer their fees may elect for them to be
credited to an account on the books of the Company in the form of stock units
which are subject to the same market risk as is common stock. The table below
shows the number of stock units in the accounts of the directors with stock
units.
<TABLE>
<S> <C>
David W. Biegler 1,932
Barry J. Galt 3,798
Clifford J. Grum 2,317
Dean P. Guerin 3,901
Diana Natalicio 2,193
Timothy R. Wallace 773
</TABLE>
3
<PAGE> 6
ELECTION OF DIRECTORS
At the 1999 Annual Meeting, nine (9) directors are to be elected who
shall hold office until the next Annual Meeting of Stockholders or until their
respective successors are duly elected and qualified. It is the intention of
the persons named in the Company's proxy to vote for the election of each of
the nine (9) nominees listed below, unless authority is withheld. All nominees
have indicated a willingness to serve as directors, but if any of them should
decline or be unable to serve as a director, the persons named in the proxy
will vote for the election of another person recommended by the Board of
Directors.
The following biographical information sets forth the name, age,
principal occupation or employment during the past five years, Board committee
membership, certain other directorships held by each nominee for director, the
period during which he or she has served as a director of the Company, and
certain family relationships.
THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE ELECTION OF EACH OF
THE NINE (9) NOMINEES TO THE BOARD OF DIRECTORS SET FORTH BELOW.
NOMINEES
TIMOTHY R. WALLACE (45)
Director since 1992. Mr. Wallace is Chairman, President and Chief
Executive Officer of the Company. He is the son of Mr. W. Ray Wallace, a
director of the Company. Mr. Wallace is a director of Viad Corp. which is
primarily involved in travel, trade exhibits and financial services.
DAVID W. BIEGLER (52)
Director since 1992. Chairman of the Corporate Governance and Nominating
Committee and a member of the Human Resources Committee. Mr. Biegler has
served since August 1997 as President and Chief Operating Officer of
Texas Utilities Company, a public utility holding company providing
electric and natural gas utility services, energy marketing and other
energy-related services. Previously thereto he served as the Chairman,
President and Chief Executive Officer of ENSERCH Corporation, an
integrated natural gas company. He is an advisory director of Chase Bank
of Texas, National Association, a national bank.
BARRY J. GALT (65)
Director since 1988. Member of the Audit Committee and of the Corporate
Development and Finance Committee. Mr. Galt is a director, and prior to
his retirement on March 30, 1999, served as Chairman and Chief Executive
Officer of Ocean Energy, Inc., formerly named Seagull Energy Corporation,
a diversified energy company engaged in oil and gas exploration and
development. He is also a director of Halter Marine Group, Inc., a
director of StanCorp Financial Corp., Inc., an insurance company, and a
Houston area advisory director of Chase Bank of Texas, National
Association, a national bank.
CLIFFORD J. GRUM (64)
Director since 1995. Member of the Audit Committee and of the Human
Resources Committee. Mr. Grum is Chairman and Chief Executive Officer and
a director of Temple-Inland, Inc., a holding company with interests in
corrugated containers, bleached paperboard, building products, timber and
timberlands, and financial services. He is also a director of Cooper
Industries, Inc., a company engaged in the businesses of electrical
products, tools and hardware, and automotive products and a director of
Tupperware Corporation, a multinational consumer products company.
4
<PAGE> 7
DEAN P. GUERIN (77)
Director since 1965. Chairman of the Corporate Development and Finance
Committee and a member of the Corporate Governance and Nominating
Committee and Audit Committee. Mr. Guerin's principal occupation is
investments. Mr. Guerin is a director of Lone Star Technologies, Inc.,
engaged in oil country tubular goods.
JESS T. HAY (68)
Director since 1965. Chairman of the Human Resources Committee and member
of the Corporate Governance and Nominating Committee. Mr. Hay is Chairman
of Texas Foundation for Higher Education and of HCB Enterprises, Inc., a
private investment firm. Prior to retirement on December 31, 1994, Mr.
Hay was Chairman and Chief Executive Officer of Lomas Financial
Corporation, a diversified financial services company engaged principally
in mortgage banking and real estate lending, and of Lomas Mortgage USA, a
mortgage banking institution. Mr. Hay is a director of Viad Corp. which
is primarily involved in travel, trade exhibits, and financial services,
a director of Exxon Corporation, a diversified energy company engaged
principally in the exploration, production and marketing of petroleum
products, and a director of SBC Communications, Inc., a telephone and
wireless communications company.
EDMUND M. HOFFMAN (77)
Director since 1957. Chairman of the Audit Committee and member of the
Corporate Development and Finance Committee. Mr. Hoffman's principal
occupation is investments.
DIANA S. NATALICIO (59)
Director since 1996. Member of the Human Resources Committee and of the
Corporate Governance and Nominating Committee. President of the
University of Texas at El Paso. She is an advisory director of the Chase
Bank of Texas, National Association, a national bank. Dr. Natalicio was
appointed by President Bush to the Commission on Educational Excellence
for Hispanic Americans and by President Clinton to the National Science
Board, currently serving as its Vice-Chair.
W. RAY WALLACE (76)
Director since 1958. Retired as Chairman and Chief Executive Officer of
the Company in December 1998. Member of the Corporate Development and
Finance Committee. He is the father of Timothy R. Wallace, Chairman,
President and Chief Executive Officer of the Company.
5
<PAGE> 8
BOARD MEETINGS AND COMMITTEES
The directors hold regular quarterly meetings in addition to a meeting
immediately following the Annual Meeting of Stockholders, attend special
meetings and committee meetings as required, and spend such time on the affairs
of the Company as their duties require. During the fiscal year ended March 31,
1999, the Board of Directors held six (6) meetings and all directors of the
Company attended at least seventy-five percent (75%) of the meetings of the
Board of Directors and the committees on which they served.
The standing committees of the Board of Directors are the Audit
Committee, Human Resources Committee, Corporate Governance and Nominating
Committee, and Corporate Development and Finance Committee.
The Audit Committee consists of Messrs. Galt, Grum, Guerin and
Hoffman. The Audit Committee reviews with management, the director of internal
auditing, and the independent accountants the Company's financial statements,
the accounting principles applied in their preparation, the scope of the audit,
any comments made by the independent accountants upon the financial condition
of the Company and its accounting controls and procedures, and such other
matters as the Audit Committee deems appropriate including reviews with
management relating to compliance with corporate policies, compliance programs,
and internal controls. The Audit Committee also recommends to the Board of
Directors the independent accountant for the Company and reviews audit fees.
The Audit Committee met two (2) times during the fiscal year ended March 31,
1999.
The Human Resources Committee consists of Messrs. Biegler, Grum, and
Hay and Dr. Natalicio. The duties of the Human Resources Committee generally
are to determine and/or recommend the compensation structure for the Company
and its subsidiaries; make recommendations to the Board of Directors as to the
salary of the Chief Executive Officer, and set the salaries of other senior
executives of the Company; grant options, shares of stock, stock units and such
other benefits as may be permitted under the Company's stock related benefit
plans; design and recommend to the Board for approval and administer long,
intermediate and short-term incentive compensation plans of the Company. The
Human Resources Committee met four (4) times during the fiscal year ended March
31, 1999.
The Corporate Governance and Nominating Committee consists of Messrs.
Biegler, Guerin, and Hay and Dr. Natalicio. The duties of the Corporate
Governance and Nominating Committee generally are to recommend to the Board of
Directors the director nominees proposed each year in the Company's proxy
statement for election by the Company's stockholders; review the qualifications
of, and recommend to the Board, candidates to fill Board vacancies as they may
occur; consider suggestions from stockholders and other sources regarding
possible candidates for director; define and recommend to the Board appropriate
guidelines and criteria regarding the qualifications of candidates for director
of the Company; review and propose changes, when appropriate, in the
compensation and benefits of non-employee directors of the Company; and review
the Company's Corporate Governance Principles. The Corporate Governance and
Nominating Committee met one (1) time during the fiscal year ended March 31,
1999.
The Corporate Development and Finance Committee consists of Messrs.
Galt, Guerin, Hoffman, and W. Ray Wallace. The duties of the Corporate
Development and Finance Committee generally are to provide direction for the
assessment of future acquisition opportunities; review specific plans regarding
significant acquisitions or dispositions of businesses or assets; authorize,
subject to limits imposed by the Board of Directors, investments in or
acquisition of another company; and periodically review the financial status of
the Company. The Corporate Development and Finance Committee met one (1) time
during the fiscal year ended March 31, 1999.
6
<PAGE> 9
COMPENSATION OF DIRECTORS
Directors are compensated at the rate of $1,250 for each board or
committee meeting attended plus reimbursement for reasonable out-of-pocket
expenses. In addition, each director who is not a compensated officer or
employee of the Company or its subsidiaries receives a fee of $35,000 per year
for serving as a director, and the Chairman of each of the committees receives
an additional $2,000 per year. Directors may elect, pursuant to a Deferred Plan
for Director Fees, to defer the receipt of all or a specified portion of the
fees to be paid to him or her. Deferred amounts are credited to an account on
the books of the Company and treated as if invested either at the prime rate of
interest as announced from time to time by Chase Bank of Texas or, at the
director's prior election, in units of the Company's Common Stock at the
closing price on the New York Stock Exchange on the date that a payment is
credited to the director's account. Such stock units are credited with amounts
equivalent to dividends paid on the Company's Common Stock. Upon ceasing to
serve as a director, the value of the account will be paid to the director in
annual installments not exceeding ten (10) years according to the director's
prior election.
Following each Annual Meeting of Stockholders, each director who is
not also an executive officer of the Company is granted an option to purchase
5,000 shares of the Company's Common Stock at the fair market value of the
Company's Common Stock on the date of grant.
The Company has a Directors' Retirement Plan that is an unfunded
arrangement whereby members of the Board of Directors who are not employees of
the Company will receive monthly payments for a ten (10) year period upon
retirement, disability or death. The amount of each monthly payment will be
equal to one-twelfth (1/12) of a percentage of the annual retainer paid to such
director in the year of his retirement, disability or death while serving as a
director. The applicable percentage is dependent upon the number of years of
service as a member of the Board of Directors. If the director has less than
five (5) years of service, the applicable percentage is zero. If the director
has five (5) years of service, the applicable percentage is fifty percent
(50%). The applicable percentage increases at the rate of ten percent (10%) for
each year of service thereafter and reaches one hundred percent (100%) after
ten (10) years of service as a director. However, notwithstanding the number of
years of service, a director's applicable percentage will be one hundred
percent (100%) in the event of a change in control of the Company (as defined).
Commencing January 1, 1999, Mr. W. Ray Wallace was employed by the
Company as a consultant pursuant to an agreement at a monthly rate of $10,000.
The agreement provides for the performance of services as may be required by
the Chief Executive Officer or the Board of Directors and his continuation as a
director as long as he is eligible. He is provided an office, administrative
assistant, limited use of Company aircraft and reimbursement of expenses. In
addition, the Company will provide medical coverage for the remainder of his
life.
EXECUTIVE COMPENSATION AND OTHER MATTERS
The following table sets forth information for the Company's fiscal
years ended March 31, 1999, 1998 and 1997, with regard to the compensation for
their services to the Company and its subsidiaries in all capacities of the
Chief Executive Officers and each of the other four (4) most highly compensated
executive officers serving the Company at the close of the Company's most
recently completed fiscal year.
7
<PAGE> 10
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
-------------------------------------- -------------------------
Other Restricted Securities
Annual Stock Underlying All Other
Name and Compensation Awards Options Compensation
Principal Position(1) Year Salary ($) Bonus ($) ($)(2) ($)(3) (#) ($)(4)
--------------------- ---- ---------- --------- ------------- -------------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Timothy R. Wallace 1999 $ 600,000 $ 945,000 $ 26,173 $ 393,125 63,574 $ 154,500
Chairman, President & 1998 $ 550,000 $ 791,549 $ 18,101 $ 265,000 49,344 $ 134,155
Chief Executive Officer 1997 $ 475,000 $ 593,750 $ 12,038 $ 94,500 50,000 $ 106,875
Mark W. Stiles 1999 $ 325,000 $ 406,250 $ 16,507 $ 58,969 19,901 $ 73,125
Group Vice President 1998 $ 315,000 $ 263,813 $ 5,046 $ 53,000 12,908 $ 57,881
1997 $ 275,000 $ 69,222 $ 5,500 $ 63,000 16,608 $ 34,422
Jim S. Ivy 1999 $ 330,000 $ 219,450 $ 16,536 $ 78,625 20,000 $ 54,945
Vice President and Chief 1998 $ 50,000 $ 5,000 -- $ 106,000 42,500 $ 5,500
Financial Officer
Jack L. Cunningham, Jr 1999 $ 230,000 $ 152,950 $ 16,081 $ 39,313 11,007 --
Vice President 1998 $ 191,000 $ 95,500 $ 4,795 $ 53,000 14,290 --
1997 $ 185,000 $ 79,091 $ 4,356 -- 7,485 --
Michael G. Fortado 1999 $ 205,000 $ 102,295 $ 10,838 $ 58,969 5,000 --
Vice President, General 1998 $ 116,750 $ 56,882 -- $ 79,500 13,000 --
Counsel and Corporate
Secretary
W. Ray Wallace 1999 $ 780,000 $2,444,853 $ 12,300 -- -- $ 479,228
Chairman & Chief 1998 $1,000,000 $2,500,000 $ 17,300 -- -- $ 525,000
Executive Officer 1997 $1,000,000 $2,495,430 $ 13,500 -- 75,000 $ 524,315
</TABLE>
- -------------------------------------------------------------------------------
(1) As of December 31, 1998, Mr. W. Ray Wallace retired as Chief Executive
Officer and Mr. Timothy R. Wallace, who had been President and Chief
Operating Officer, was elected to succeed him. Messrs. Jim S. Ivy and
Michael G. Fortado joined the Company in February 1998 and August
1997, respectively.
(2) Other annual compensation is composed of the matching amounts under
the Company's Supplemental Profit Sharing Plan and Section 401(k) Plan
(described below under "Retirement Plans"); amounts reimbursed for the
payment of taxes for certain perquisites; and, in the case of Messrs.
W. Ray Wallace and Timothy R. Wallace, directors' meeting fees.
(3) Amounts shown for each year are based on the closing price of the
Common Stock on the date of grant. Messrs. Timothy R. Wallace, Stiles,
Ivy, Cunningham and Fortado had restricted shares of 18,000, 4,500,
4,000, 2,000, and 3,000 shares, respectively as of March 31, 1999. The
shares had a market value of $528,750, $132,188, $117,500, $58,750,
and $88,125, respectively, at March 31, 1999, based on the $29.375 per
share market price of the Company's Common Stock on that date.
Dividends are paid on these restricted shares at the same rate as paid
on the Company's Common Stock. The restrictions on transferability
will be lifted upon the recipient's retirement at age 65 or earlier
with the consent of the Human Resources Committee, death or
disability, or upon a change in control of the Company. If the
employment of the recipient is terminated without the consent of the
Human Resources Committee for any reason other than death or
disability prior to the recipient's retirement, then the restricted
shares will be forfeited.
8
<PAGE> 11
(4) An amount equal to fifteen percent (15%) of the salary and incentive
bonus of Mr. W. Ray Wallace, and amounts equal to ten percent (10%) of
the salaries and incentive bonuses of Messrs. Timothy R. Wallace
Stiles, and Ivy were set aside pursuant to long-term deferred
compensation plans for them.
Option Grants In Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value
at Assumed Annual
Rates of Stock Price
Individual Grants Appreciation for Option Term ($)
- ----------------------------------------------------------------------- -----------------------------------
Number of
Securities
Underlying Percent
Options of Total Exercise or
Granted Options Base Price Expiration
Name (#)(1) Granted ($/Sh) Date 5% 10%
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Timothy R. Wallace 60,000(2) 14.5% $39.313 12/07/08 $1,483,000 $3,759,000
3,574(3) 0.9% $39.313 04/13/03 $30,000 $65,000
Mark W. Stiles 12,000(2) 2.9% $39.313 12/07/08 $297,000 $752,000
6,266(3) 1.5% $36.063 04/13/03 $49,000 $105,000
1,635(4) 0.4% $39.313 04/13/03 $14,000 $30,000
Jim S. Ivy 20,000(2) 4.8% $39.313 12/07/08 $494,000 $1,253,000
Jack L. Cunningham, Jr. 5,000(2) 1.2% $39.313 12/07/08 $124,000 $313,000
2,552(3) 0.6% $52.938 04/13/03 $29,000 $63,000
3,455(4) 0.8% $39.313 04/13/03 $29,000 $63,000
Michael G. Fortado 5,000(2) 1.2% $39.313 12/07/08 $124,000 $313,000
W. Ray Wallace - - - - - -
Potential gain for all stockholders at Assumed Appreciation Rates $760,961,000 $1,928,437,000
</TABLE>
(1) The Company has not granted any stock appreciation rights.
(2) Annual grants of stock options at the market price on the date of
grant which vest 25% each year.
(3) Reload grants made to participants who exercised nonqualified stock
options pursuant to an Executive Stock Purchase Program ("ESPP") who
paid the purchase price using shares of previously owned shares of the
Company's Common Stock. The Reload grant is for the number of shares
equal to the shares utilized in payment of the purchase price. The
option price for the reload option is equal to the market value of the
Company's Common Stock on the date of the exercise of the primary
option and the option period is equal to the remaining period of the
options exercised. The participant may not exercise a reload option
earlier than six months from the date it is granted.
(4) These options were a one-time grant made to certain participants in
the ESPP in connection with an amendment of their stock option
agreements under the ESPP.
9
<PAGE> 12
Aggregated Option Exercises In Last Fiscal Year And Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised
Unexercised In-the-Money
Options at Fiscal Options at Fiscal
Year-End Year-End
Shares
Acquired on Value Exercisable/ Exercisable/
Exercise Realized Unexercisable Unexercisable
Name (#) ($) (#) ($)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Timothy R. Wallace 92,945 $2,168,709 126,002 $801,354
203,793 $733,985
Mark W. Stiles 10,635 $157,531 19,492 $61,181
52,810 $162,857
9,375 -
Jim S. Ivy - - 53,125 -
Jack L. Cunningham, Jr. 6,020 19,459 $29,525
$183,592 32,184 $129,142
Michael G. Fortado - - 2,750 -
15,250 -
W. Ray Wallace 88,528 $1,378,381 482,768 $3,986,870
56,462 $240,810
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
Long-Term Incentive Plans - Awards in Last Fiscal Year
<TABLE>
<CAPTION>
Estimated Future Payouts(1)
Under Non-Stock Price Based Plans
Number of Performance ----------------------------------------------------
LTP Period Until
Name Units Payout Threshold (#) Target (#) Maximum (#)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Timothy R. Wallace 9,000 3 years 0 7,026 9,000
Mark W. Stiles 1,885 3 years 0 1,175 1,885
Jim S. Ivy 2,310 3 years 0 1,803 2,310
Jack L. Cunningham, Jr. 1,334 3 years 0 1,041 1,334
Michael G. Fortado 1,189 3 years 0 928 1,189
W. Ray Wallace - - - - -
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Long-Term Performance Incentive Program Awards are denominated in
Long-Term Performance Units (LTP Units), which are equivalent in value
to the Company's Common Stock. LTP Units are earned for
10
<PAGE> 13
achieving specified business objectives based on return on investment,
operating margin, cumulative profit and total shareholder return which
are weighed 22%, 22%, 23% and 33%, respectively. The payout can vary
from nothing to a maximum number of LTP units for each business
objective. The numbers shown under the target and maximum columns are
the LTP units that can be earned if the target and minimum goals are
achieved for all four business objectives. The amount paid in cash
will be determined by multiplying the number of units earned by the
average closing price of the Common Stock for the month of May of the
year of payment. A participant may elect, up to six months in advance
of the end of the performance period, to receive Common Stock in lieu
of cash on the basis of one share for each LTP unit earned.
RETIREMENT PLANS
The Company has noncontributory, defined benefit retirement and death
benefit plans which are available to all eligible employees who have completed
specified periods of employment. The benefits of the plans are funded by
periodic contributions to retirement trusts that invest the Company's
contributions and earnings thereon in order to pay the benefits to the
employees. The plans provide for the payment of monthly retirement benefits
determined under a calculation based on credited years of service and a
participant's compensation. Retirement benefits are paid to participants upon
normal retirement at the age of 65 or later, or upon early retirement. The
plans also provide for the payment of certain disability and death benefits.
The Company has also adopted a Supplemental Pension Plan that permits
the payment of supplemental benefits to certain employees whose annual benefits
under the foregoing retirement plan would exceed those permitted by the
Internal Revenue Code of 1986, as amended (the "Code"). The Supplemental
Pension Plan provides that if at any time the amount of the annual retirement
benefit which would otherwise be payable under the Company's pension plan is or
becomes limited by reason of compliance with the Code, such person shall be
entitled to receive a supplemental pension benefit equal to the difference
between the benefit that such person receives under the Company's pension plan
and the benefit that such person would have received if such limitation had not
been in effect. The benefits are payable from the general assets of the
Company.
The following table reflects the estimated aggregate annual benefits,
computed on the basis of a monthly benefit payable for ten (10) years certain
and life thereafter, payable under such plans to a fully vested participant of
the Company upon retirement at age 65 after 10, 20, 30 and 40 credited years of
service at the annual remuneration levels set forth in the table.
Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
- --------------------------------------------------------------------------------------------------------
Remuneration 10 20 30 40
- ------------ -- -- -- --
<C> <C> <C> <C> <C>
$ 300,000 $ 29,760 $ 59,520 $ 89,280 $ 119,040
400,000 39,760 79,520 119,280 159,040
600,000 59,760 119,520 179,280 239,040
800,000 79,760 159,520 239,280 319,040
1,000,000 99,760 199,520 299,280 399,040
1,200,000 119,760 239,520 359,280 479,040
1,400,000 139,760 279,520 419,280 559,040
1,600,000 159,760 319,520 479,280 639,040
1,800,000 179,760 359,520 539,280 719,040
2,000,000 199,760 399,520 599,280 799,040
</TABLE>
11
<PAGE> 14
The compensation covered under those plans is the same as the salary
and bonus reported in the Summary Compensation Table. The annual benefits shown
are not subject to any deduction for Social Security benefits or other offset
amounts. Mr. Timothy R. Wallace has 24 credited years of service under the
plans under which he is covered; Messrs. Stiles, Ivy, Cunningham and Fortado
have 7 years, 1 year, 23 years, and 1 year, respectively. Mr. W. Ray Wallace
began receiving pension payments at age 65 of $126,933 per year from the
Company's regular retirement plan.
In 1990 the Company agreed to provide Mr. W. Ray Wallace with a
supplemental pension benefit upon his retirement as Chief Executive Officer so
that his aggregate retirement benefits from the Company would equal eighty
percent (80%) of the average of his annual compensation earned during his most
highly compensated five (5) consecutive years of employment. At December 31,
1998, the annual benefit payable to him upon his retirement under this unfunded
supplemental retirement program was $2,875,000. Pursuant to the agreement, Mr.
Wallace elected to receive a discounted lump sum payment of the supplemental
benefit.
The Company maintains a Section 401(k) plan that permits employees to
elect to set aside up to fourteen percent (14%) of their compensation (subject
to the maximum limit on the amount of compensation permitted by the Code to be
deferred for this purpose) in a trust to pay future retirement benefits.
Depending upon years of service, the Company matches from twenty-five (25%) to
fifty percent (50%) of up to six percent (6%) of the employee's compensation
set aside for this purpose. The Company also maintains a Supplemental Profit
Sharing Plan for its "highly compensated employees", as defined in the Code.
The highly compensated employees are not limited as to the percentage of their
compensation which may be contributed to the plan; however, the Company only
matches up to the same amount as it would have for full participation in the
401(k) plan.
CHANGE IN CONTROL AGREEMENTS
Each named executive officer has executed a change in control
agreement with the Company that provides certain benefits in the event his or
her employment is terminated subsequent to a change in control of the Company
(as defined in the agreements). The agreements are for continuous two-year
terms until terminated by the Company upon specified notice and continue for
two years following a change in control. The agreements provide that if there
is a change in control of the Company and if the Company terminates the
executive's employment other than as a result of the executive's death,
disability or retirement, or for cause (as defined in the agreements), or if
the executive terminates his or her employment under certain circumstances,
then the Company will pay to such executive a lump sum equal to three (3) times
the amount of the executive's base salary and bonus paid by the Company and its
subsidiaries to the executive during the twelve (12) months prior to
termination or, if higher, the twelve (12) months prior to the change in
control of the Company.
The severance benefits provided by the agreements also include certain
fringe benefits to which each executive would have been entitled if the
executive had continued in the employment of the Company for thirty-six (36)
months after the executive's termination, and a supplemental benefit based on
the Company's retirement plan, which benefit is payable in a series of cash
payments.
The agreements further provide that if any payment to which the
executive is entitled would be subject to the excise tax imposed by Section
4999 of the Code, then the Company will pay to the executive an additional
amount so that the net amount retained by the executive is equal to the amount
that otherwise would be payable to the executive if no such excise tax had been
imposed.
12
<PAGE> 15
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
The Company's executive compensation program is administered by the
Human Resources Committee ("the Committee") of the Board of Directors. The
Committee, which is composed entirely of independent outside directors, is
responsible for setting and overseeing the administration of policies that
govern the compensation of the Company's executives. It establishes base
salary, incentive compensation, deferred compensation, stock options,
performance units and other stock based awards for each executive officer and
certain key operating officers of the Company, except the salary of the Chief
Executive Officer is decided by the Board, after recommendation by the
Committee. The Committee retains a consultant to advise on matters related to
executive compensation.
It is the Committee's policy to provide a competitive and
comprehensive compensation program to attract, motivate, reward and retain the
key executives needed to enhance the profitability of the Company and to create
value for its stockholders. The Committee believes that the Company's executive
compensation should consist of competitive base salaries and incentive
compensation plans that reward both short and long-term performance. The key
components of the Company's short-term executive compensation program in the
last fiscal year were a base salary and incentive compensation. The long-term
program consists of stock options, long-term performance units ("LTP Units"),
restricted stock awards, and in some cases deferred compensation. The Committee
periodically reviews each component of the Company's executive compensation
program to ensure that pay levels and incentive opportunities are competitive,
directly linked to performance and aligned with the interest of stockholders.
The Committee determines each executive's compensation based upon past and
expected future performance, the executive's responsibilities within the
Company, and the executive's value to the Company as determined by the
Committee.
Base Salary
The Committee each year reviews each executive's performance and
establishes each executive's base salary based upon past and expected future
performance, and the executive's responsibilities within the Company. In fixing
base salaries, the Committee also considers salaries of senior executives of
other comparable companies as reflected in a survey provided by an independent
outside consultant.
Incentive Compensation
Incentive bonuses awarded annually to the Company's executive officers
and key operating officers are tied to the Company's success in achieving
certain financial and specific group goals set each year by the Committee at
the beginning of the year. Specific group targets are tied to specific
short-term goals applicable to the executive's job assignment and, in the case
of Timothy R. Wallace, to the Company's consolidated performance and
enhancement of stockholder value.
Stock Options, LTP Units, Restricted Stock Grants and Deferred Compensation
Long-term incentive awards provided by the stockholder-approved stock
option and incentive plans are designed to develop and retain strong management
through stock ownership, stock options and other stock based incentive awards.
Stock options historically have been, and in fiscal 1999 were, the
significant portion of long-term incentive grants to 17 executive officers and
business group presidents and 106 key employees. Options to purchase a total of
346,910 shares were granted in fiscal 1999. The Committee believes that a
significant portion of senior executives' compensation should be dependent on
value created for the stockholders. Options are an excellent vehicle to
accomplish this by tying the executives' interest directly to the stockholders'
interests. Options are granted at the fair market value of the Company's Common
Stock on the date of grant and vest in
13
<PAGE> 16
annual increments over four to eight years after such date if the optionee is
still employed or vest fully at the date of normal retirement.
The number of options that the Committee grants to executive officers
is based on individual performance and level of responsibility. The number of
options currently held by an executive is not a factor in determining
individual grants.
The Committee has established a Long Term Performance Incentive
Program and has granted LTP Units that cover a three-year period with targeted
goals based two-thirds on specific group performance improvement and one-third
on total stockholder return. The Committee believes that this Program provides
incentive for long-term sustained growth while making a portion of the
executive's compensation dependent upon total stockholder return. These
performance awards are payable in cash based on the value of the Company's
Common Stock at the end of the three-year period or, at the election of the
executive, in stock that is equivalent to the number of units awarded. The
number of units awarded is based on a percentage of the executive's base pay
divided by the stock price at the beginning of the three-year period. The
Committee awarded a total of 31,246 LTP Units to 15 executive and operating
officers for fiscal 1999.
A limited number of senior executives also received grants of Career
Shares. Career Shares are shares of the Company's Common Stock granted with
restrictions designed to promote long-term retention, as well as superior
long-term performance, of key strategic and operating management. The
restrictions generally expire after the executive reaches normal retirement
age. Individual grants are based on personal contribution and level of
responsibility within the organization. The number of shares currently held by
an executive is not a factor in determining individual grants since Career
Shares are primarily designed to promote long-term retention and steadily
increasing stock ownership by the Company's key executives. The Committee
granted a total of 42,000 Career Shares to 23 key executives in fiscal 1999.
To encourage the retention of certain key and strategically important
executives focused on continuous improvement and growth of the Company, the
Company has established a deferred compensation plan for certain key officers
of the Company including Timothy R. Wallace, Jim S. Ivy and Mark W. Stiles.
Under the deferred compensation plan, an amount equal to ten percent (10%) of
each participant's annual base salary and incentive compensation is accrued to
his deferred account on the books of the Company. All such deferrals bear
interest at Chase Bank of Texas' prime lending rate.
Chief Executive Officer Compensation
W. Ray Wallace retired from the position of Chief Executive Officer on
December 31, 1998. He remains with the Company on a consulting basis. For the
nine months he served as Chief Executive Officer, his base pay and
participation in a deferred compensation plan and supplemental retirement plan
were unchanged from the previous year. Incentive compensation was based on a
performance goal that was higher than the prior year and the amount earned was
derived from a formula directly related to the Company's normalized pretax
income.
Timothy R. Wallace became Chief Executive Officer of the Company on
January 1, 1999. His base salary, incentive compensation, stock option grants,
Career Share awards and stock-based performance awards are set within the
philosophy and policies enunciated above for all other executives of the
Company. His base salary was increased at the beginning of fiscal 1999 to
$600,000 in recognition of his increased management role and value to the
Company.
In determining the compensation of the Chief Executive Officer, the
Committee reviews the performance of the Company, considers the positioning of
the Company for future years, assesses his past and ongoing personal
performance in the position of Chief Executive Officer, and considers the
report of a nationally recognized consulting firm employed to survey the
compensation of chief executive officers of other companies, with particular
emphasis on companies comparable to that of the Company.
14
<PAGE> 17
Limitation on Deductibility of Executive Compensation
Section 162(m) of the Internal Revenue Code denies a publicly-held
corporation a federal income tax deduction for the compensation of certain
executive officers exceeding $1 million per year. "Performance based"
compensation, is not subject to the limitation on deductibility and the
Committee strives to structure compensation so as to qualify for deductibility.
Provisions have been included in the 1998 Stock Option and Incentive Plan that
are designed to qualify future awards of stock options, performance awards, and
performance-based restricted stock as "performance based." The Committee will
continue to monitor future deductibility options. However, the Committee will
authorize compensation that may not be deductible when it deems it to be in the
best interest of the Company and its stockholders.
Conclusion
The Committee believes that the Company's compensation policies and
practices are appropriately designed to attract, retain and motivate key
executives to guide the Company in the future and to produce results which will
enhance the Company's long-term prospects, thereby ultimately enriching
shareholder values.
<TABLE>
<S> <C>
Jess T. Hay, Chairman David W. Biegler, Member
Human Resource Committee Clifford J. Grum, Member
Diana Natalicio, Member
</TABLE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Jess T. Hay, David W. Biegler, Clifford J. Grum and Diana Natalicio
served on the Human Resources Committee during the last completed fiscal year.
There were no interlocks or insider participation during such year.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers, directors and persons who own more
than ten percent (10%) of the Company's Common Stock to file initial reports of
ownership and changes in ownership with the Securities and Exchange Commission
("SEC"). These reports are also filed with the New York Stock Exchange and a
copy of each report is furnished to the Company.
Additionally, SEC regulations require that the Company identify any
individuals for whom one of the referenced reports was not filed on a timely
basis during the most recent fiscal year. To the Company's knowledge, based
solely on review of reports furnished to it and written representations that no
other reports were required during and with respect to the fiscal year ended
March 31, 1999, each individual who was required to file such reports during
the fiscal year complied with the applicable filing requirements.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Ernst & Young LLP, independent auditors, or a predecessor of that
firm, have been the auditors of the accounts of the Company each year since
1958, including the fiscal year ended March 31, 1999. It is anticipated that
representatives of Ernst & Young LLP will be present at the 1999 Annual
Meeting, will have the opportunity to make a statement if they so desire and
will be available to respond to appropriate questions raised at the 1999 Annual
Meeting or submitted to them in writing before the 1999 Annual Meeting.
15
<PAGE> 18
PERFORMANCE GRAPH
The following graph shows a comparison of the five (5) year cumulative
return (assuming reinvestment of any dividends) for the Company, the New York
Stock Exchange Index and the Dow Jones Transportation Equipment Index. The
source for the information contained in this table in respect to the return for
the Company and for the Dow Jones Transportation Equipment Index is Dow Jones &
Company, Inc. and, in respect to the New York Stock Exchange Index, is Media
General Financial Services.
[GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trinity Industries, Inc. 100 100 96 85 157 85
Dow Jones Transportation Equipment Index 100 90 95 113 202 154
New York Stock Exchange Index 100 111 145 169 246 264
</TABLE>
OTHER MATTERS
Management of the Company is not aware of other matters to be
presented for action at the 1999 Annual Meeting; however, if other matters are
presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote in accordance with their judgment on such
matters.
STOCKHOLDER PROPOSALS
Stockholders' proposals to be presented at the 2000 Annual Meeting of
Stockholders, for inclusion in the Company's Proxy Statement and form of proxy
relating to the meeting, must be received by the Company at its offices in
Dallas, Texas, addressed to the Secretary of the Company, no later than
February 18, 2000. Upon timely receipt of any such proposal, the Company will
determine whether or not to include such proposal in the
16
<PAGE> 19
proxy statement and proxy in accordance with applicable regulations and
provisions governing the solicitation of proxies.
Under the Bylaws of the Company, certain procedures are provided which
a stockholder must follow to nominate persons for election as directors or to
introduce an item of business at an annual meeting of stockholders. These
procedures provide, generally, that stockholders desiring to make nominations
for directors, and/or bring a proper subject of business before the meeting,
must do so by a written notice timely received (not less than sixty (60) days
nor more than ninety (90) days prior to the anniversary date of the immediately
preceding annual meeting) by the Secretary of the Company containing the name
and address of the stockholder, the number of shares of the Company
beneficially owned by the stockholder, and a representation that the
stockholder intends to appear in person or by proxy at the meeting. If the
notice relates to a nomination for director, it must also set forth the name
and address of any nominee(s), all arrangements or understandings between the
stockholder and each nominee and any other person or person(s) (including their
names) pursuant to which the nomination(s) are to be made, such other
information regarding each nominee as would have been required to be included
in a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission had each nominee been nominated by the Board, and the
consent of each nominee to serve. The Company may require any proposed nominee
to furnish such other information as may reasonably be required by the Company
to determine the eligibility of such proposed nominee to serve as director.
Notice of an item of business shall include a brief description of the proposed
business and any material interest of the stockholder in such business.
The Chairman of the meeting may refuse to allow the transaction of any
business not presented, or to acknowledge the nomination of any person not
made, in compliance with the foregoing procedures. Copies of the Company's
Bylaws are available from the Secretary of the Company.
REPORT ON FORM 10-K
Upon written request from any stockholder of record, the Company will
furnish to such stockholder, without charge, its Annual Report on Form 10-K for
the fiscal year ended March 31, 1999, as filed with the Securities and Exchange
Commission, including financial statements. The Company may impose a reasonable
fee for its expenses in connection with providing exhibits referred to in such
Form 10-K if the full text of such exhibits is specifically requested. Requests
should be directed to: Mr. Michael G. Fortado, Vice President, General Counsel
and Corporate Secretary, Trinity Industries, Inc., P. O. Box 568887, Dallas,
Texas 75356-8887.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY TO AVOID UNNECESSARY
EXPENSE. THEREFORE, STOCKHOLDERS ARE URGED, REGARDLESS OF THE NUMBER OF SHARES
OWNED, TO DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED BUSINESS
REPLY ENVELOPE.
By Order of the Board of Directors
MICHAEL G. FORTADO
Vice President, General Counsel
and Corporate Secretary
June 18, 1999
17
<PAGE> 20
TRINITY INDUSTRIES, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS - JULY 21, 1999
The undersigned hereby appoints Timothy R. Wallace, Dean P. Guerin and
Michael G. Fortado and each of them with full power of substitution, attorneys,
agents and proxies of the undersigned to vote as directed below the shares of
stock which the undersigned would be entitled to vote, if personally present,
at the Annual Meeting of Stockholders of Trinity Industries, Inc. to be held at
its offices, 2525 Stemmons Freeway, Dallas, Texas 75207, on Wednesday, July 21,
1999 at 9:30 a.m. Central Daylight Saving Time, and at any adjournment or
adjournments thereof. If more than one of the above attorneys shall be present
in person or by substitution at such meeting or at any adjournment thereof, the
majority of said attorneys so present and voting, either in person or by
substitution, shall exercise all of the powers hereby given. The undersigned
hereby revokes any proxy or proxies heretofore given to vote upon or act with
respect to such shares of stock and hereby ratifies and confirms all that said
attorneys, their substitutes, or any of them, may lawfully do by virtue hereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR EACH OF THE ABOVE NAMED NOMINEES FOR DIRECTOR.
(Continued and to be marked, dated and signed on reverse side)
TRINITY INDUSTRIES, INC.
P.O. BOX 11369
NEW YORK, N.Y. 10203-0369
<PAGE> 21
(1) Election of nine (9) Directors:
FOR ALL NOMINEES [ ] WITHHOLD AUTHORITY to vote [ ] EXCEPTIONS [ ]
listed below for all nominees listed below.
Nominees: David W. Biegler, Barry J. Galt, Clifford J. Grum, Dean P. Guerin,
Jess T. Hay, Edmund M. Hoffman, Diana S. Natalicio, Timothy R. Wallace and W.
Ray Wallace.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK THE
"EXCEPTIONS" BOX AND STRIKE A LINE THROUGH THAT NOMINEE'S NAME.)
(2) In their discretion on such other matters as may properly come before the
meeting.
Change of Address and or Comments
Mark Here [ ]
PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON THE PROXY. IF YOUR
STOCK IS JOINTLY OWNED, BOTH
PARTIES MUST SIGN. FIDUCIARIES AND
REPRESENTATIVES SHOULD SO INDICATE
WHEN SIGNING, AND WHEN MORE THAN
ONE IS NAMED, A MAJORITY SHOULD
SIGN. IF SIGNED BY A CORPORATION,
ITS SEAL SHOULD BE AFFIXED.
DATED:
----------------------------
----------------------------------
SIGNATURE
----------------------------------
SIGNATURE
VOTES MUST BE INDICATED [ ]
(x) in Black or Blue ink.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED.
