Edgar Filing: TRINITY INDUSTRIES INC

COMMISSION FILE NO. 1-6903

FORM 8-A/A
AMENDMENT NO. 2

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

TRINITY INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 75-0225040
(State of Incorporation) (IRS Employer Identification No.)

2525 STEMMONS FREEWAY, DALLAS, TEXAS 75207-2401
(Address of principal executive offices) (Zip Code)

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
------------------- ------------------------------

RIGHTS TO PURCHASE SERIES A JUNIOR PARTICIPATING NEW YORK STOCK EXCHANGE
PREFERRED STOCK

If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [X]

If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [ ]

SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE
----------------
(Title of class)

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED

On March 11, 1999, the Board of Directors of Trinity Industries, Inc.
(the "Company") declared a dividend distribution of one right (a "Right") for
each outstanding share of the Company's common stock, $1.00 par value (the
"Common Stock"), to stockholders of record at the close of business on April 27,
1999. See the Company's Registration Statement on Form 8-A, filed April 2, 1999
for a complete description of the Rights Agreement (the "Rights Agreement")
between the Company and The Bank of New York, as Rights Agent (the "Rights
Agent").

On August 13, 2001, the Company, TCMC Acquisition Corp., an Illinois
corporation and wholly owned subsidiary of the Company ("Merger Sub"), Thrall
Car Management Company, Inc., a Delaware corporation ("Newco"), and Thrall Car
Manufacturing Company, an Illinois corporation and wholly owned subsidiary of
Newco ("Thrall"), entered into an Agreement and Plan of Merger (the "Merger
Agreement"). Subject to the terms and conditions of the Merger Agreement, Merger
Sub will merge with and into Thrall and Thrall will become a wholly owned
subsidiary of the Company. In the Merger, Newco will receive (a) One Hundred
Sixty-Five Million Five Hundred Thousand Dollars ($165,500,000) in cash, (b)
Seven Million One Hundred Fifty Thousand (7,150,000) shares of Common Stock and
(c) the right to receive additional payments of up to Forty-Five Million Dollars
($45,000,000) ) over a five year period, based on a formula related to the
annual railcar industry productions levels.

In connection with the Merger Agreement, the Company and the Rights
Agent amended the terms of the Rights Agreement ("Amendment No. 1") so that
Newco would only be considered an "Acquiring Person" (as defined in the Rights
Agreement) when Newco, alone or together with all Affiliates (as defined in the
Rights Agreement) and Associates (as defined in the Rights Agreement), would be
the Beneficial Owner (as defined in the Rights Agreement) of more than 20% of
the shares of Common Stock then outstanding (after including the shares of
Common Stock acquired, or subject to acquisition, by Newco under or pursuant to
the Merger Agreement). Amendment No. 1 further provided that a stockholder of
Newco would only be considered an "Acquiring Person" when the stockholder, alone
or together with all Affiliates and Associates, would be the Beneficial Owner of
more than 20% of the shares of Common Stock then outstanding (after including
the shares of Common Stock acquired, or subject to acquisition, by Newco under
or pursuant to the Merger Agreement).

In connection with the closing of the Merger effective October 26,
2001, the Company entered into a Stockholder's Agreement with Newco, and, in
connection therewith, further amended the terms of the Rights Agreement
("Amendment No. 1"). Pursuant to Amendment No. 2 to Rights Agreement, neither
Newco, nor any of its stockholders or any Affiliate (as defined in the Rights
Agreement) or Associate (as defined in the Rights Agreement) of Newco or its
stockholders, nor any other Person (as defined in the Rights Agreement) will be
considered an "Acquiring Person" (as defined in the Rights Agreement) when such
Person's Beneficial Ownership (as defined in the Rights Agreement) of the
Company's common stock is subject to, does not violate, and is in compliance
with, the Stockholder's Agreement.

The summary descriptions of Amendment No. 1 and Amendment No. 2 do not
purport to be complete and are qualified in their entirety by reference to
Amendment No. 1 and Amendment No. 2, incorporated by reference herein.

Item 2. Exhibits

Item 2 of the Registration Statement is hereby amended and restated to
read in its entirety as follows:

1 Rights Agreement, dated as of March 11, 1999, by and between Trinity
Industries, Inc. and The Bank of New York, as Rights Agent, including
exhibits thereto.

3 Amendment No. 2 to Rights Agreement dated October 26, 2001, amending
the Rights Agreement, dated March 11, 1999, by and between Trinity
Industries, Inc. and The Bank of New York, as Rights Agent, as amended
by Amendment No. 1 to the Rights Agreement, dated August 13, 2001.

4 Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock and Form of Certificate of Amendment to
Certificate of Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of Trinity Industries, Inc. (attached as
Exhibit 1 to the Rights Agreement filed as Exhibit 1).

5 Form of Rights Certificate (attached as Exhibit 2 to the Rights
Agreement filed as Exhibit 1).

* * * * *

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.

TRINITY INDUSTRIES, INC.

October 31, 2001 By /s/ Michael G. Fortado
-----------------------------------
Michael G. Fortado
Vice President, General Counsel
and Secretary

EXHIBIT INDEX

Exhibit
Number Description
------- -----------

1 Rights Agreement, dated as of March 11, 1999, by and between
Trinity Industries, Inc. and The Bank of New York, as Rights
Agent, including exhibits thereto (previously filed as Exhibit
1 to the Registrant's Registration Statement on Form 8-A,
filed on April 2, 1999).

2 Amendment No. 1 to Rights Agreement dated August 13, 2001,
amending the Rights Agreement, dated as of March 11, 1999, by
and between Trinity Industries, Inc. and The Bank of New York,
as Rights Agent (previously filed as Exhibit 2 to the
Registrant's Registration Statement on Form 8-A/A, filed on
August 22, 2001).

3 Amendment No. 2 to Rights Agreement dated October 26, 2001,
amending the Rights Agreement, dated March 11, 1999, by and
between Trinity Industries, Inc. and The Bank of New York, as
Rights Agent, as amended by Amendment No. 1 to the Rights
Agreement, dated August 13, 2001 (filed herewith).

4 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock and Form of Certificate
of Amendment to Certificate of Designation, Preferences and
Rights of Series A Junior Participating Preferred Stock of
Trinity Industries, Inc. (attached as Exhibit 1 to the Rights
Agreement filed as Exhibit 1).

5 Form of Rights Certificate (attached as Exhibit 2 to the
Rights Agreement filed as Exhibit 1).