EXHIBIT 99.4
INSTRUCTIONS FROM BENEFICIAL OWNER
TO REGISTERED HOLDERS AND
DEPOSITORY TRUST COMPANY PARTICIPANTS
TRINITY INDUSTRIES, INC.
6-1/2% SENIOR NOTES DUE 2014
To Registered Holders and Depository Trust Company Participants:
The undersigned hereby acknowledges receipt of the Prospectus dated ________,
2004 (the "Prospectus") of Trinity Industries, Inc. (the "Company"), and
accompanying Letter of Transmittal (the "Letter of Transmittal"), which,
together with the Prospectus, constitute the Company's offer (the "Exchange
Offer") to exchange $1,000 principal amount of its 6-1/2% Senior Notes due 2014
(the "Exchange Notes"), which have been registered under the Securities Act of
1933, as amended (the "Securities Act"), for each $1,000 principal amount of its
outstanding 6-1/2% Senior Notes due 2014 (the "Original Notes"). Capitalized
terms used herein but not defined herein have the meanings ascribed to them in
the Prospectus.
This will instruct you, the registered holder and/or Depository Trust Company
participant, as to the action to be taken by you relating to the Exchange Offer
with respect to the Original Notes held by you for the account of the
undersigned.
The aggregate face amount of the Original Notes held by you for the
account of the undersigned is (fill in amount): $___________ of the Original
Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check one of the following boxes):
[ ] To TENDER the following Original Notes held by you for the account of
the undersigned (insert principal amount of Original Notes to be
tendered (if any)):
$___________ of the Original Notes.*
or
[ ] NOT to TENDER any Original Notes held by you for the account of the
undersigned.
* Exchange Notes and the untendered portion of Original Notes must be in
minimum denominations of integral multiples of $1,000.
If the undersigned instructs you to tender Original Notes held by you for the
account of the undersigned, it is understood that you are authorized to make on
behalf of the undersigned (and the undersigned, by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including but not limited to the representations that (i) the Exchange
Notes to be acquired pursuant to the Exchange Offer will be acquired in the
ordinary course of business of the person acquiring the Exchange Notes, whether
or not such person is the undersigned, (ii) neither the undersigned nor any
person receiving any Exchange Notes directly or indirectly from the undersigned
pursuant to the Exchange Offer (if not a broker-dealer referred to in the last
sentence of this paragraph) is engaging or intends to engage in the distribution
of the Exchange Notes and none of them have any arrangement or understanding
with any person to participate in the distribution of the Exchange Notes,
(iii) the undersigned and each person receiving any Exchange Notes directly or
indirectly from the undersigned pursuant to the Exchange Offer acknowledge and
agree that any person participating in the Exchange Offer for the purpose of
distributing the Exchange Notes (x) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with a
secondary resale transaction of the Exchange Notes acquired by such person and
(y) cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") set forth in the Exxon Capital Holdings
Corporation no-action letter (available May 13, 1988) or similar letters, (iv)
the undersigned and each person receiving any Exchange Notes directly or
indirectly from the undersigned pursuant to the Exchange Offer understand that a
secondary resale transaction described in clause (iii) above should be covered
by an effective registration statement containing the selling security holder
information required by Item 507 of Regulation S-K of the Commission and (v)
neither the undersigned nor any person receiving any Exchange Notes directly or
indirectly from the undersigned pursuant to the Exchange Offer is an "affiliate"
of the Company, as defined under Rule 405 under the Securities Act. If the
undersigned is a broker-dealer that will receive Exchange Notes for its own
account in exchange for Original Notes that were acquired as a result of
market-making or other trading activities, it acknowledges that it will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of such Exchange Notes received in respect of such Original Notes
pursuant to the Exchange Offer; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s) (please print)
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Signature(s):
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Address:
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Telephone Number:
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Taxpayer identification or Social Security Number:
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Date:
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