Form 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSU-
ANT TO SECTION 12(b) OR 12(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 (I.R.S. Employer
or Organization) 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
Preferred Stock New York Stock
Purchase Rights Exchange
Securities to be registered pursuant to Section 12(g) of
the Act:
None
(Title of Class)
Item 1. Description of Registrant's Securities to be
Registered.
The description of the Preferred Stock Purchase
Rights registered hereby is incorporated by reference to
the description contained under the heading "Description
of Securities to be Registered" in the Registration
Statement Of Certain Classes Of Securities on Form 8-A,
filed with the Securities and Exchange Commission (the
"Commission") on May 2, 1989.
Additionally, on May 6, 1997, Trinity Indus-
tries, Inc. (the "Company") amended the terms of the Pre-
ferred Stock Purchase Rights by amending the Rights
Agreement (the "Rights Agreement") dated April 11, 1989,
between the Company and NCNB Texas National Bank, prede-
cessor to The Bank of New York ("Amendment No. 1").
Amendment No. 1 modifies the Rights Agreement in several
areas: (i) the definition of "Acquiring Person" has been
amended to (A) reduce to 10% the threshold of Beneficial
Ownership of Common Stock resulting in a Person becoming
an Acquiring Person and (B) provide a limited exception
therefrom for certain Persons entitled to report owner-
ship (but less than 15%) on SEC Schedule 13G who either
(x) beneficially owned, on May 6, 1997, 10% or more of
the outstanding shares of Common Stock and do not at any
time become the Beneficial Owner of 15% or more of the
outstanding shares of Common Stock or (y) upon request of
the Company, certify that such Persons acquired shares of
Common Stock in excess of 9.99% inadvertently and who
thereafter do not acquire additional shares of Common
Stock while the Beneficial Owner of 10% or more of the
shares of Common Stock then outstanding and dispose of
the portion of such Common Stock in excess of 9.99%; (ii)
Section 11(a)(ii) has been amended to provide that a
flip-in event shall occur upon any Person becoming an
Acquiring Person; (iii) Section 13(a) has been amended to
provide that the flip-over provision shall apply whether
or not a Stock Acquisition Date has occurred; (iv) Sec-
tion 23 has been amended to revise the exception to the
requirement for the concurrence of Continuing Directors
in a redemption, set forth in clause (y) of the proviso
to the first sentence, to apply only to Qualifying Offers
(i.e., offers for all shares determined by a majority of
the Continuing Directors who are not officers of the
Registrant to be at a price which is fair to stockholders
and otherwise in the best interests of the Company and
its stockholders); and (v) Section 26 has been amended to
provide that any amendment to the Rights Agreement fol-
lowing a Stock Acquisition Date or a change (resulting
from a proxy or consent solicitation) in a majority of
the Board of Directors under certain circumstances (un-
less the solicitation occurs concurrent with a Qualifying
Offer) shall require the concurrence of Continuing Direc-
tors. The description of Amendment No. 1 contained
herein is not complete and is qualified in its entirety
by reference to Amendment No. 1 which is filed as an
exhibit hereto and which is incorporated by reference
herein. Capitalized terms not defined herein, will have
the meanings attached to them in the Rights Agreement.
Item 2. Exhibits
1 Rights Agreement dated as of April 11,
1989, by and between the Company and NCNB
Texas National Bank, as Rights Agent (in-
corporated by reference to Exhibit 1 to
the Company's Registration Statement on
Form 8-A, filed with the Commission May 2,
1989).
2 Amendment No. 1 to the Rights Agreement,
dated as of May 6, 1997, between the Com-
pany and The Bank of New York, as Rights
Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of
the Securities Exchange Act of 1934, the Registrant has
duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Date: May 7, 1997
TRINITY INDUSTRIES, INC.
(Registrant)
By: \S\ F. Dean Phelps
Name: F. Dean Phelps
Title: Vice President
EXHIBIT INDEX
Exhibit No. Description Page
1 Rights Agreement dated as of
April 11, 1989, by and between
the Company and NCNB Texas Na-
tional Bank, as Rights Agent,
(incorporated by reference to Ex-
hibit 1 to the Company's Regis-
tration Statement on Form 8-A,
filed with the Commission May 2,
1989).
2 Amendment No. 1 to the Rights
Agreement, dated as of May 6,
1997, between the Company and The
Bank of New York, as Rights
Agent.
AMENDMENT NO. 1
Amendment No. 1, dated as of May 6, 1997,
between Trinity Industries, Inc., a Delaware corporation
(the "Company"), and The Bank of New York (the "Rights
Agent").
WHEREAS, the Company and NCNB Texas National
Bank, predecessor to the Rights Agent, have heretofore
executed and entered into a Rights Agreement, dated as of
April 11, 1989 (the "Rights Agreement"), setting forth
the terms of Preferred Stock Purchase Rights of the
Company (the "Rights"); and
WHEREAS, the Company and the Rights Agent may
from time to time supplement or amend the Rights Agree-
ment pursuant to the provisions of Section 26 of the
Rights Agreement; and
WHEREAS, all acts and things necessary to make
this Amendment No. 1 a valid, legal and binding instru-
ment of the Company and the Rights Agent have been duly
done, performed and fulfilled, and the execution and
delivery hereof by each of the Company and the Rights
Agent have been in all respects duly authorized by the
Company and the Rights Agent, respectively.
NOW, THEREFORE, the Company and the Rights
Agent hereby agree as follows:
1. Pursuant to Section 26 of the Rights
Agreement, Section 1(a) of the Rights Agreement is hereby
amended to read in its entirety as follows:
"(a) "Acquiring Person" shall mean any Person
(as such term is hereinafter defined) who or which,
together with all Affiliates and Associates of such
Person, shall be the Beneficial Owner (as such term
is hereinafter defined) of 10% or more of the shares
of Common Stock of the Company then outstanding, but
shall not include the Company, any Subsidiary of the
Company, any employee benefit plan of the Company or
of any Subsidiary of the Company, or any Person or
entity holding shares of Common Stock of the Company
for or pursuant to the terms of any such plan.
Notwithstanding the foregoing, (i) no Person shall
become an "Acquiring Person" solely as the result of
an acquisition of shares of Common Stock by the
Company which, by reducing the number of shares
outstanding, increases the proportionate number of
shares beneficially owned by such Person to 10% or
more of the shares of Common Stock of the Company
then outstanding; unless and until such time as such
Person shall purchase or otherwise become (as a
result of actions taken by such Person or its Affil-
iates or Associates) the Beneficial Owner of addi-
tional shares of Common Stock constituting 1% or
more of the then outstanding shares of Common Stock
other than pursuant to a Qualifying Offer (as de-
fined below) and (ii) "Acquiring Person" shall not
include any Person while such Person is entitled to
report such ownership (but less than 15%) on Sched-
ule 13G under the Exchange Act (as defined below)
(or any comparable or successor report) and does not
state any intention to or reserve the right to
change or influence the control of the Company or
engage in any of the actions specified in Item 4 of
Schedule 13D (or any successor form) under the
Exchange Act (as defined below) (other than the
disposition of Common Stock) and either (A) was the
Beneficial Owner on May 6, 1997 of 10% or more of
the outstanding shares of Common Stock and does not
at any time become the Beneficial Owner of 15% or
more of the outstanding shares of Common Stock or
(B) within 10 Business Days of being requested by
the Company to advise it regarding the same, certi-
fies to the Company that such Person acquired shares
of Common Stock in excess of 9.99% inadvertently or
without knowledge of the terms of the Rights and
who, together with all Affiliates and Associates,
thereafter does not acquire additional shares of
Common Stock while the Beneficial Owner of 10% or
more of the shares of Common Stock then outstanding
and within 10 Business Days of being requested by
the Company to do so disposes of the portion of such
Common Stock in excess of 9.99%; provided, however,
that if the Person requested to so certify fails to
do so within 10 Business Days of the Company's
request or such Person fails to dispose of such
Common Stock in excess of 9.99% within 10 Business
Days of the Company's request, then such Person
shall become an Acquiring Person immediately after
such 10 Business Day period."
2. Pursuant to Section 26 of the Rights
Agreement, Section 11(a)(ii) of the Rights Agreement is
hereby amended to read in its entirety as follows:
"(ii) In the event any Person shall become an
Acquiring Person, unless the event causing the
Person to become an Acquiring Person is a trans-
action set forth in Section 13(a) hereof, or is an
acquisition of shares of Common Stock pursuant to a
tender offer or an exchange offer for all outstand-
ing shares of Common Stock at a price and on terms
determined by at least a majority of the Continuing
Directors who are not officers of the Company, after
receiving advice from one or more nationally recog-
nized investment banking firms, to be (a) at a price
which is fair to stockholders (taking into account
all factors which such members of the Board deem
relevant including, without limitation, prices which
could reasonably be achieved if the Company or its
assets were sold on an orderly basis designed to
realize maximum value) and (b) otherwise in the best
interests of the Company and its stockholders (a
"Qualifying Offer"), then, promptly following the
first occurrence of a Section 11(a)(ii) Event,
proper provision shall be made so that each holder
of a Right (except as provided below and in Section
7(e) hereof) shall thereafter have the right to
receive, upon exercise thereof at the then current
Purchase Price in accordance with the terms of this
Agreement, in lieu of a number of one one-hundredths
of a share of Preferred Stock, such number of shares
of Common Stock of the Company as shall equal the
result obtained by (x) multiplying the then current
Purchase Price by the then number of one one-hun-
dredths of a share of Preferred Stock for which a
Right was exercisable immediately prior to the first
occurrence of a Section 11(a)(ii) Event, and (y)
dividing that product (which, following such first
occurrence, shall thereafter be referred to as the
"Purchase Price" for each Right and for all purposes
of this Agreement) by 50% of the current market
price (determined pursuant to Section 11(d) hereof)
per share of Common Stock on any Trading Day (as
defined in Section 11(d) hereof) occurring within
the 12 month period immediately preceding the date
of such first occurrence (such number of shares, the
"Adjustment Shares")."
3. Pursuant to Section 26 of the Rights
Agreement, Section 13(a) of the Rights Agreement is
hereby amended by (i) deleting, following the word "that"
in the first line thereof, the phrase ", following the
Stock Acquisition Date" and (ii) by inserting as a new
sentence following the final sentence thereof the follow-
ing:
"Notwithstanding anything in this Agree-
ment to the contrary, if a Section 13
Event shall occur prior to the Distribu-
tion Date, then (i) the Rights shall sur-
vive such Section 13 Event and shall not
as a result thereof be cancelled, termi-
nated or otherwise cease to exist and
(ii) the Distribution Date shall be
deemed to have occurred on the day
immediately prior to the date of such
Section 13 Event."
4. Pursuant to Section 26 of the Rights
Agreement, Section 13(d) of the Rights Agreement is
hereby amended by deleting the words "tender offer or
exchange offer for all outstanding shares of Common Stock
which complies with the provisions of Section 11(a)(ii)
hereof" and inserting in lieu thereof the term "Qualify-
ing Offer".
5. Pursuant to Section 26 of the Rights
Agreement, Section 23 of the Rights Agreement is hereby
amended by deleting the words "cash tender pursuant to a
Schedule 14D-1 (or any successor form) filed with the
Securities and Exchange Commission for all outstanding
shares of Common Stock not owned by such person or its
Affiliates of Associates" and inserting in lieu thereof
the term "Qualifying Offer".
6. Pursuant to Section 26 of the Rights
Agreement, Section 25 of the Rights Agreement is hereby
amended by replacing the name and address of NCNB Texas
National Bank set forth therein with the following:
"The Bank of New York
101 Barclay Street
New York, New York 10286
Attention: Corporate Trust Department."
7. Pursuant to Section 26 of the Rights
Agreement, Section 26 of the Rights Agreement is hereby
amended (i) by deleting the parenthetical language in the
second sentence thereof and (ii) by inserting immediately
following the second sentence thereof the following:
"Notwithstanding anything in this Agree-
ment to the contrary, no amendment, wheth-
er before or after the Distribution Date,
shall be made following the first occur-
rence of an event specified in clauses (x)
or (y) of the first proviso to Section
23(a) hereof, unless there are Continuing
Directors and a majority of such Continu-
ing Directors concur in such amendment."
8. This Amendment No. 1 may be executed in
any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original and
all such counterparts shall together constitute but one
and the same instrument. Terms not defined herein shall,
unless the context otherwise requires, have the meanings
assigned to such terms in the Rights Agreement.
9. The amendments set forth herein are limit-
ed precisely as written and shall not be deemed to be an
amendment to any other provision contained in the Rights
Agreement. In all respects not inconsistent with the
terms and provisions of this Amendment No. 1, the Rights
Agreement is hereby ratified and confirmed. In executing
and delivering this Amendment No. 1, the Rights Agent
shall be entitled to all of the privileges and immunities
afforded to the Rights Agent under the terms and condi-
tions of the Rights Agreement.
10. This Amendment No. 1 shall be deemed to be
a contract made under the laws of the State of Delaware
and for all purposes shall be governed by and construed
in accordance with the laws applicable to contracts made
and to be performed entirely within such State.
IN WITNESS WHEREOF, the parties hereto have
caused this Amendment No. 1 to be duly executed as of the
day and year first above written.
ATTEST: TRINITY INDUSTRIES, INC.
By:\S\ Neil O. Shoop By: \S\ F. Dean Phelps
Name: Neil O. Shoop Name: F. Dean Phelps
Title: Treasurer Title: Vice President
THE BANK OF NEW YORK
By: \S\ James N. Dimino
Name: James N. Dimino
Title: Assistant Vice President