UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 6, 2002
TRINITY INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware 1-6903 75-0225040
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2525 Stemmons Freeway
Dallas, Texas 75207-2401
(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code: (214) 631-4420
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 6, 2002, Trinity Industries, Inc. privately placed 1,500,000
restricted shares of its common stock for gross proceeds of $31,500,000. In this
private placement, 620,000 shares were issued to Acqua Wellington Private
Placement Fund, Ltd. ("Acqua I") and 880,000 shares were issued to Acqua
Wellington Opportunity I Limited ("Acqua II") (together, "Acqua Wellington").
Trinity has agreed to register the common stock purchased by Acqua Wellington.
The press release announcing the private placement is attached hereto
as Exhibit 99.1. The purchase agreements and the registration rights agreements
entered into by and between Trinity and Acqua Wellington are attached hereto as
Exhibits 4.5, 4.6, 4.7 and 4.8, respectively.
ITEM 7. EXHIBITS.
(c) Exhibits
4.5 Purchase Agreement dated as of March 6, 2002 by and between
Trinity and Acqua Wellington Private Placement Fund, Ltd.
4.6 Purchase Agreement dated as of March 6, 2002 by and between
Trinity and Acqua Wellington Opportunity I Limited.
4.7 Registration Rights Agreement dated as of March 6, 2002 by and
between Trinity and Acqua Wellington Private Placement Fund,
Ltd.
4.8 Registration Rights Agreement dated as of March 6, 2002 by and
between Trinity and Acqua Wellington Opportunity I Limited.
99.1 Press Release dated March 6, 2002.
* * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Trinity has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRINITY INDUSTRIES, INC.
Dated: March 6, 2002
By: /s/ MICHAEL G. FORTADO
--------------------------------------
Name: Michael G. Fortado
Title: Vice President, General Counsel
and Secretary
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
4.5 Purchase Agreement dated as of March 6, 2002 by and
between Trinity and Acqua Wellington Private
Placement Fund, Ltd.
4.6 Purchase Agreement dated as of March 6, 2002 by and
between Trinity and Acqua Wellington Opportunity I
Limited.
4.7 Registration Rights Agreement dated as of March 6,
2002 by and between Trinity and Acqua Wellington
Private Placement Fund, Ltd.
4.8 Registration Rights Agreement dated as of March 6,
2002 by and between Trinity and Acqua Wellington
Opportunity I Limited.
99.1 Press Release dated March 6, 2002.