<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
Commission File Number 1-6903
------------------------------------
PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC.
AND CERTAIN AFFILIATES
(Full Title of the Plan)
TRINITY INDUSTRIES, INC.
(Name of issuer of the securities held pursuant to the plan)
<TABLE>
<S> <C>
Delaware 75-0225040
(State of Incorporation) (I.R.S. Employer Identification No.)
2525 Stemmons Freeway Dallas, Texas 75207-2401
(Address of principal executive offices) (Zip Code)
</TABLE>
Issuer's telephone number, including area code (214) 631-4420
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<PAGE> 2
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Financial Statements and
Supplemental Schedule
As of March 31, 2000 and 1999
and for the year ended March 31, 2000
<TABLE>
<CAPTION>
CONTENTS
<S> <C>
Report of Independent Auditors............................................. 1
Audited Financial Statements
Statements of Net Assets Available for Benefits............................ 2
Statement of Changes in Net Assets Available for Benefits.................. 3
Notes to Financial Statements.............................................. 4
Supplemental Schedule and Exhibit
Schedule H; Line 4i - Schedule of Assets Held for Investment Purposes
at End of Year......................................................... 12
Exhibit - Consent of Independent Auditors.................................. 13
</TABLE>
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this Annual Report to be signed by the undersigned
thereunto duly authorized.
Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain
Affiliates
/s/ Jim S. Ivy
-----------------------------
Jim S. Ivy
Vice President and Chief
Financial Officer
September 25, 2000
/s/ Christine Stucker
-----------------------------
Christine Stucker
Controller
September 25, 2000
<PAGE> 4
Report of Independent Auditors
Board of Directors
Trinity Industries, Inc.
We have audited the accompanying statements of net assets available for benefits
of the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain
Affiliates as of March 31, 2000 and 1999, and the related statement of changes
in net assets available for benefits for the year ended March 31, 2000. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
March 31, 2000 and 1999, and the changes in its net assets available for
benefits for the year ended March 31, 2000, in conformity with accounting
principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental schedule of assets
held for investment purposes at end of year as of March 31, 2000, is presented
for purposes of additional analysis and is not a required part of the financial
statements but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has been
subjected to the auditing procedures applied in our audits of the financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
Dallas, Texas
July 20, 2000
<PAGE> 5
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Statements of Net Assets Available for Benefits
<TABLE>
<CAPTION>
MARCH 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Cash $ -- $ 24
Investments 154,346,093 124,823,774
Receivables:
Participant contributions 416,878 730,404
Company contributions 5,007,600 5,810,297
Interest income -- 9,874
------------ ------------
159,770,571
LIABILITIES
Due to broker 3,457 --
------------ ------------
Net assets available for benefits $159,767,114 $131,374,373
============ ============
</TABLE>
See accompanying notes.
2
<PAGE> 6
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Statement of Changes in Net Assets Available for Benefits
Year ended March 31, 2000
<TABLE>
<S> <C>
ADDITIONS
Investment income:
Net appreciation in fair value of investments $ 16,499,089
Interest and dividends 7,927,527
------------
24,426,616
Contributions:
Participant 16,474,083
Company 5,017,826
------------
Total additions 45,918,525
DEDUCTIONS
Benefits paid to participants 17,525,784
------------
Net increase 28,392,741
Net assets available for benefits at beginning of year 131,374,373
------------
Net assets available for benefits at end of year $159,767,114
============
</TABLE>
See accompanying notes.
3
<PAGE> 7
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Notes to Financial Statements
March 31, 2000
1. DESCRIPTION OF THE PLAN
The following brief description of the Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates (the Plan) is provided for
general information only. Participants should refer to the Summary Plan
Description for a more complete description of the Plan's provisions.
GENERAL
The Plan was adopted by the Board of Directors of Trinity Industries, Inc. (the
Board) on December 11, 1986, and became effective January 1, 1987, for eligible
employees of Trinity Industries, Inc. and Certain Affiliates (the Company). The
Plan was amended and restated effective April 1, 1994 and April 1, 1999. The
Plan is a defined contribution plan designed to comply with the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
PARTICIPATION
Effective April 1, 1999, each employee of the Company is eligible to contribute
to the Plan on the first day of the month following 60 days of eligible
employment, and must meet the following additional requirements:
1) Must be classified as a full-time, part-time, or temporary
employee of the Company; and
2) Must be in a unit of employees who are designated as eligible to
participate in the Plan; and
3) Must not be included in a unit of employees covered by a
collective bargaining agreement, unless benefits under this Plan
were included in an agreement as a result of good faith
bargaining.
Prior to April 1, 1999, employees were eligible to contribute to the Plan on the
first day of the calendar quarter on or immediately following the initial
employment date with the Company, subject to the additional requirements above.
4
<PAGE> 8
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Eligible employees automatically become participants in the Plan and must
indicate on the form or forms provided by the Plan Committee (the Committee)
whether or not they want to make contributions to the Plan. If they elect to
contribute, they will authorize the Company to make payroll deductions to be
contributed to the Plan.
CONTRIBUTIONS
Effective April 1, 1999, each participant electing to contribute to the Plan
agrees to contribute not less than 1% nor more than 14% of their eligible
compensation, as defined in the Plan document, in 1% increments as designated by
the participant. Prior to April 1, 1999, participants were allowed to contribute
from 2% to 14% of eligible compensation. A salary reduction and contribution
agreement must be entered into by each employee as the employee begins
participation in the Plan, and may be amended at any time.
Company matching contributions shall be made if Company earnings are at least
sufficient to pay dividends to stockholders ($0.72 per share for the year ended
March 31, 2000) but in no event less than $0.33 1/3 per share of common stock.
If the Company matching contribution is made, then each participant shall
receive an amount equal to a percentage of that portion of such participant's
contribution, up to six percent of such participant's total eligible
compensation for the year, as defined, under the following schedule:
<TABLE>
<CAPTION>
PERCENTAGE OF COMPANY
YEARS OF SERVICE CONTRIBUTION
---------------- ---------------------
<S> <C>
Less than 1 0%
1 but less than 2 25%
2 but less than 3 30%
3 but less than 4 35%
4 but less than 5 40%
5 years 50%
</TABLE>
5
<PAGE> 9
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Company contributions are net of forfeitures, as defined. Company contributions
for a given plan year shall be deposited in the Profit Sharing Trust for
Employees of Trinity Industries, Inc. and Certain Affiliates (the Trust Fund) as
defined below, no later than the date on which the Company files its federal
income tax return for such year.
The Company and Chase Bank of Texas, N.A. (the Trustee), have entered into a
Trust Agreement under which the latter acts as Trustee under the Plan.
INVESTMENT OPTIONS
Participants may direct daily the investment of participant and Company
contributions among any of the six registered investment companies and Company
common stock. Investments in Friede Goldman Halter, Inc. (formerly Halter Marine
Group, Inc.) common stock resulted from the divestiture of Halter Marine Group,
Inc. by the Company in 1997, when the Plan received .348 shares of Halter Marine
Group, Inc. common stock for each share of Company stock held in the Plan, in
the form of a tax-free distribution.
BENEFITS
Distribution of a participant's account balance is payable upon retirement at or
after age 65, total disability, death, or termination of employment.
Distribution is equal to the salary reduction contribution and related earnings,
plus the vested portion of the Company contribution and related earnings.
Withdrawals of up to 100% of the participant's contribution can be made only to
meet "immediate and heavy financial needs" (medical care, college tuition, the
purchase of a principal residence, or to prevent the foreclosure on a principle
residence), as long as the funds are not available for such needs from other
sources. No withdrawals can be made against the earnings on the participant
contributions or against the Company contributions and related earnings. These
restrictions no longer apply when the participant reaches age 59 1/2.
6
<PAGE> 10
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Upon request, distributions shall be made no earlier than the later of the last
day of the calendar quarter in which entitlement occurs, or the date on which
the Committee determines the final balances. Distributions from the common stock
accounts shall be made in cash unless otherwise designated by the participant.
PARTICIPANT LOANS
Loans for "immediate and heavy financial needs" may be made for a minimum of
$1,000 up to a maximum of $50,000, not to exceed 50% of the participant's
contribution balance and related earnings plus 50% of the vested portion of the
Company contribution balance and related earnings. Loans are subject to rules
and regulations established by the Committee, as defined in the Plan.
VESTING
The Company contribution and related earnings (losses) vest to participants,
depending upon the number of years of vesting service, as defined, completed by
such participant as follows:
<TABLE>
<CAPTION>
PERCENTAGE
YEARS OF SERVICE VESTED
---------------- ----------
<S> <C>
Less than 1 0%
1 but less than 2 20%
2 but less than 3 40%
3 but less than 4 60%
4 but less than 5 80%
5 or more 100%
</TABLE>
Participants are 100% vested in Company contributions and the allocated portion
of related earnings (losses) upon their attainment of age 65, and are always
100% vested in participant contributions and the related earnings (losses) on
such contributions.
7
<PAGE> 11
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
ADMINISTRATION OF THE PLAN
The Plan is administered by the Committee, consisting of at least three persons
who are appointed by the Board. The members of the Committee serve at the
discretion of the Board, and any Committee member who is an employee of the
Company shall not receive compensation for their services.
The expenses incurred by the Trustee in the performance of its duties, including
the Trustee's compensation and the services of the recordkeeper, shall be paid
by the Plan, unless paid by the Company. All other expenses are paid by the
Company.
INCOME TAX STATUS
The Plan has received determination letters from the Internal Revenue Service
dated November 4, 1994, September 27, 1996, April 30, 1997, and December 9,
1998, stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the Code) and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with the
Code to maintain its qualification. The Plan has been amended since receiving
the determination letters. However, the plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is
tax-exempt.
AMENDMENT OR TERMINATION OF THE PLAN
The Company may amend the Plan at any time. However, no amendment, unless made
to secure approval of the Internal Revenue Service or other governmental agency,
may operate retroactively to reduce or divest the then vested interest in the
Plan of any participant, former participant or beneficiary, or to reduce or
divest any benefit payable under the Plan unless all participants, former
participants, and beneficiaries then having vested interests or benefit payments
affected thereby consent to such amendment.
The Company may terminate the Plan at any time, subject to the provisions of
ERISA. Upon complete or partial termination, the accounts of all participants
affected thereby shall become 100% vested, and the Committee shall direct the
Trustee to distribute the assets in the Trust Fund, after receipt of any
required approval by the Internal Revenue Service and payment of any expenses
properly chargeable thereto, to participants, former participants, and
beneficiaries in proportion to their respective account balances.
8
<PAGE> 12
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting.
VALUATION OF INVESTMENTS
Cash and cash equivalents are valued at cost, which approximates fair value.
Investments in registered investment companies are stated at fair value using
published market prices which represent the net asset value of shares held by
the Plan at year-end. Investments in the common stock of the Company and Friede
Goldman Halter, Inc. are stated at fair value based on published market prices.
Security transactions are recorded on a trade date basis, and investment income
is recorded on the accrual basis. Dividends are recorded on the ex-dividend
date. Realized gains and losses from security transactions are reported using
average cost.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts in the financial statements and accompanying notes.
Actual results could differ from these estimates.
RECLASSIFICATION
Certain 1999 amounts have been reclassified to conform to the 2000 presentation.
9
<PAGE> 13
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Notes to Financial Statements (continued)
3. INVESTMENTS
During the year ended March 31, 2000, the Plan's investments (including
investments purchased, sold as well as held during the year) appreciated
(depreciated) in fair value as determined by published market prices as follows:
<TABLE>
<CAPTION>
NET APPRECIATION IN
FAIR VALUE OF
INVESTMENTS
-------------------
<S> <C>
Common stocks $ (3,311,052)
Registered investment companies 19,810,141
------------
Total $ 16,499,089
============
</TABLE>
The fair values of individual investments that represent 5% or more of the
Plan's net assets are as follows:
<TABLE>
<CAPTION>
MARCH 31,
2000 1999
----------- -----------
<S> <C> <C>
Trinity Industries, Inc. common stock $12,623,435 $14,157,579
Putnam Voyager Fund 49,244,553 28,896,556
Chase Vista Prime Money Market Fund 42,816,777 44,132,441
Chase Core Equity Fund 32,308,393 26,643,069
Chase Vista U.S. Treasury Fund 7,886,817 8,611,647
</TABLE>
4. RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
MARCH 31,
2000 1999
------------- -------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $ 159,767,114 $ 131,374,373
Amounts allocated to withdrawing participants (241,595) (4,665,228)
------------- -------------
Net assets available for benefits per the Form 5500 $ 159,525,519 $ 126,709,145
============= =============
</TABLE>
10
<PAGE> 14
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Notes to Financial Statements (continued)
4. RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500 (CONTINUED)
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
YEAR ENDED
MARCH 31,
2000
------------
<S> <C>
Benefits paid to participants per the
financial statements $ 17,525,784
Amounts allocated to withdrawing participants at
end of year 241,595
Amounts allocated to withdrawing participants at
beginning of year
(4,665,228)
------------
Benefits paid to participants per the Form 5500 $ 13,102,151
============
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit payments to participants that have been processed and approved for
payment prior to March 31 but not yet paid as of that date.
11
<PAGE> 15
Supplemental Schedule
and Exhibit
<PAGE> 16
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates
Schedule H; Line 4i - Schedule of Assets Held for Investment Purposes at
End of Year
EIN: 75-0225040
Plan #: 029
March 31, 2000
<TABLE>
<CAPTION>
(c)
(b) DESCRIPTION OF INVESTMENTS
IDENTITY OF ISSUE, INCLUDING MATURITY DATE, RATE OF (e)
BORROWER, LESSOR, OR RATE OF INTEREST, COLLATERAL, (d) CURRENT
(a) SIMILAR PARTY PAR, OR MATURITY VALUE COST VALUE
------ -------------------- -------------------------------- ---- -------
<S> <C> <C> <C> <C>
* Trinity Industries, Inc. Common stock; 532,916 shares $ ** $ 12,623,435
* Friede Goldman Halter, Inc. Common stock; 67,982 shares ** 467,376
Putnam Investments, Inc. Voyager fund; 1,442,007 shares ** 49,244,553
* Chase Bank of Texas, N.A.: Chase Core Equity fund; 958,991
shares ** 32,308,393
Chase Vista International Equity
fund; 23,243 shares ** 390,014
Chase Vista Balanced fund; 37,818
shares ** 602,441
Chase Vista Prime Money Market
fund; 42,816,777 shares
** 42,816,777
Chase Vista U.S. Treasury fund;
739,852 shares ** 7,886,817
* Participants Loans with interest rates ranging
from 7.75% to 10.75% -- 8,006,287
------ ------------
$ -- $154,346,093
====== ============
</TABLE>
* Party-in-interest.
** Cost information is not required for participant-directed investments.
12
<PAGE> 17
EXHIBIT 23
Consent of Independent Auditors
We consent to the incorporation by reference in the Post Effective Amendment No.
1 to the Registration Statement (Form S-8, File No. 33-10937), pertaining to the
Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain
Affiliates and in the related Prospectus of our report dated July 20, 2000, with
respect to the financial statements and supplemental schedule of the Profit
Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates
included in this Annual Report (Form 11-K) for the year ended March 31, 2000.
/s/ Ernst & Young LLP
Dallas, Texas
September 22, 2000
13
