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Exhibit 99(b)
LETTER OF TRANSMITTAL
TO ACCOMPANY CERTIFICATES REPRESENTING SHARES OF
COMMON STOCK
OF
TRANSCISCO INDUSTRIES, INC.
SURRENDERED IN CONNECTION WITH THE PROPOSED
MERGER OF TRANSCISCO INDUSTRIES, INC. WITH AND INTO
TRINITY Y, INC.
A WHOLLY-OWNED SUBSIDIARY OF
TRINITY INDUSTRIES, INC.
This Letter of Transmittal is to be completed by stockholders of
Transcisco Industries, Inc. (the "Company") if stock certificates ("Share
Certificates") for shares of common stock, par value $.01 per share, of the
Company (the "Shares") are to be forwarded herewith or if delivery of Shares is
to be made by book-entry transfer to the account of Bank of New York (the
"Exchange Agent") at The Depository Trust Company, the Midwest Securities Trust
Company or the Philadelphia Depository Trust Company (each, a "Book-Entry
Transfer Facility" and collectively, the "Book-Entry Transfer Facilities")
pursuant to book-entry transfer procedures, in connection with the proposed
merger (the "Merger") of the Company with and into Trinity Y, Inc. ("Trinity
Y"), a wholly-owned subsidiary of Trinity Industries, Inc. ("Trinity").
The Exchange Agent is:
THE BANK OF NEW YORK
(800) 507-9357
By Mail: By Hand or Courier:
The Bank of New York The Bank of New York
Tenders & Exchange Department Tenders & Exchange Department
P.O. Box 11248 101 Barclay Street
Church Street Station Receive & Deliver Window
New York, New York 10286-1248 New York, New York 10286
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. YOU MUST SIGN
THIS LETTER OF TRANSMITTAL WHERE INDICATED BELOW AND
COMPLETE THE SUBSTITUTE FORM W-9 PROVIDED BELOW.
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The instructions accompanying this Letter of Transmittal should be read
carefully before this Letter of Transmittal is completed.
[ ] CHECK HERE IF SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE
EXCHANGE AGENT'S ACCOUNT AT ONE OF THE BOOK- ENTRY TRANSFER FACILITIES AND
COMPLETE THE FOLLOWING:
Check Box of Applicable Book-Entry Transfer Facility:
[ ] The Depository Trust Company
[ ] Philadelphia Depository Trust Company
[ ] Midwest Securities Trust Company
Account Number ________________ Transaction Code Number _______________
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DESCRIPTION OF SHARES SURRENDERED
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Name(s) and Address(es) of Registered Holder(s) Certificate(s) Surrendered
(Please fill in, if blank, exactly as name(s) appear(s) on (Attach Additional Signed List if
Certificate(s)) Necessary)
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Total Number of
Shares
Certificate Evidenced
Number(s)* by Certificate(s)*
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TOTAL SHARES
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* Need not be completed by stockholders delivering Shares by Book-Entry Transfer
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NOTE: SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL CAREFULLY.
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Ladies and Gentlemen:
In connection with the proposed Merger, the undersigned record holder (a
"Holder") of Shares hereby submits Share Certificates evidencing the Shares
listed above or hereby transfers ownership of such Shares on the account books
maintained by a Book-Entry Transfer Facility, and requests, subject to
consummation of the Merger and subject to the conditions set forth below, to
have each Share converted into 0.1884 of a share of the common stock (together
with the attached Trinity Preferred Share Purchase Rights), $1.00 par value per
share, of Trinity ("Trinity Common Stock"), in accordance with and subject to
(i) the terms, conditions and limitations set forth in the Proxy
Statement/Prospectus, dated as of July 19, 1996, relating to the Merger (the
"Proxy Statement/Prospectus"), receipt of which is hereby acknowledged by the
undersigned, (ii) the terms of the Agreement and Plan of Merger, dated as of
June 17, 1996, by and among Trinity, Trinity Y and the Company (the "Merger
Agreement"), a copy of which is included as Annex A to the Proxy
Statement/Prospectus, and (iii) the accompanying instructions.
The undersigned authorizes and instructs you, as Exchange Agent, to
deliver the Share Certificates listed above and to receive on behalf of the
undersigned, in exchange for the Shares represented thereby, any certificate
for the shares of Trinity Common Stock issuable in the Merger.
The undersigned represents and warrants that the undersigned has full
power and authority to execute and deliver this Letter of Transmittal and to
transfer ownership of the Shares listed above on the account books maintained
by a Book-Entry Transfer Facility, or to surrender the Share Certificate(s) for
such Shares surrendered herewith, free and clear of any liens, claims, charges
or encumbrances whatsoever. The undersigned understands and acknowledges that
the method of delivery of Share Certificate(s) and all other required documents
is at the option and risk of the undersigned and that the risk of loss of any
Share Certificate(s) surrendered herewith shall pass only after the Exchange
Agent has actually received the Share Certificate(s). All questions as to the
validity, form and eligibility of any surrender of Share Certificates hereunder
shall be determined by the Company (which may delegate power in whole or in
part to the Exchange Agent), and such determination shall be final and binding.
The undersigned, upon request, shall execute and deliver all additional
documents deemed by the Exchange Agent or the Company to be necessary or
desirable to complete the transfer, cancellation and retirement of the Shares
delivered herewith. No authority herein conferred or agreed to be conferred
shall be affected by, and all such authority shall survive, the death or
incapacity of the undersigned. All obligations of the undersigned hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the undersigned.
The undersigned understands that in lieu of any fractional share of
Trinity Common Stock, the Exchange Agent will pay to each former stockholder of
the Company who otherwise would be entitled to receive a fractional share of
Trinity Common Stock an amount in cash determined by multiplying (i) the
average of the closing prices of Trinity Common Stock as reported on the New
York Stock Exchange Composite Tape over the ten trading days including and
ending on the second trading day preceding the closing date of the Merger by
(ii) the fractional interest in a share of Trinity Common Stock to which such
Holder would otherwise be entitled.
Unless otherwise indicated in the box entitled "Special Payment
Instructions," please issue any check and register any certificate for shares
of Trinity Common Stock in the name of the registered Holder(s) of the Shares
appearing above. Similarly, unless otherwise indicated in the box entitled
"Special Delivery Instructions," please mail any check and any certificate for
shares of Trinity Common Stock to the registered Holder(s) of the Shares at the
address(es) of the registered Holder(s) appearing above. In the event that the
boxes entitled "Special Payment Instructions" and "Special Delivery
Instructions" are both completed, please issue any check and any certificate
for shares of Trinity Common Stock in the name(s) of, and mail such check and
such certificate to, the person(s) so indicated.
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SPECIAL PAYMENT INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4 AND 5)
To be completed ONLY if the check is to be made payable to, or the certificates
for shares of Trinity Common Stock are to be registered in, the name of someone
other than the undersigned.
Issue check or certificates to:
Name ____________________________________________________________________
(Please Print)
Address _________________________________________________________________
_________________________________________________________________________
Zip Code
_________________________________________________________________________
Taxpayer Identification or Social Security Number
(See Substitute Form W-9 on reverse side)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 4 AND 5)
To be completed ONLY if the check or the certificates for shares of Trinity
Common Stock are to be mailed to someone other than the undersigned or to the
undersigned at an address other than that shown under "Description of Shares
Surrendered."
Mail [ ] check [ ] certificate(s) to:
Name ____________________________________________________________________
(Please Print)
Address _________________________________________________________________
_________________________________________________________________________
Zip Code
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SIGNATURE
(SEE INSTRUCTIONS 1 AND 4)
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
SIGN HERE:
___________________________________________________________
___________________________________________________________
Signature(s) of Stockholder(s)
Must be signed by registered Holder(s) exactly as name(s) appear(s) on Share
Certificate(s) or on security position listing or by person(s) authorized to
become registered Holder(s) by certificates and documents transmitted
herewith. If signature is by attorney, executor, administrator, trustee or
guardian or others acting in a fiduciary capacity, set forth full title and
see Instruction 4.
Name(s): __________________________________________________
Name(s): __________________________________________________
(Please Print)
___________________________________________________________
(Area Code and Telephone Number)
___________________________________________________________
(Payee Taxpayer Identification or
Social Security Number)
Dated: ____________________________________________________
SIGNATURE GUARANTEE
FOR USE BY ELIGIBLE INSTITUTIONS ONLY
If you have filled out either the Special Payment Instructions or the
Special Delivery Instructions above, you must have your signatures
guaranteed. (See Instructions 1,4 and 5)
Name of Guarantor:______________________________________
Authorized Signature(s):________________________________
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IMPORTANT TAX INFORMATION
In order to ensure compliance with federal income tax requirements, each
Holder of Shares is requested to provide the Exchange Agent with his correct
Taxpayer Identification number ("TIN") and to certify whether he or she is
subject to backup federal income tax withholding by completing and signing the
Substitute Form W-9 below. (See Instruction 8 and accompanying Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9.)
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SUBSTITUTE
FORM W-9
DEPARTMENT OF THE TREASURY
INTERNAL REVENUE SERVICE
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PAYER'S REQUEST FOR TAXPAYER
IDENTIFICATION NUMBER (TIN)
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PART I--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW
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____________________________________
Social Security Number
or
____________________________________
Employer Identification Number
(If awaiting tin, write "Applied For")
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PART II--For Payees Exempt From Backup Withholding, see the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 and
complete as instructed therein.
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Certification--Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct TIN (or a TIN has not been
issued to me and either (a) I have mailed or delivered an application to
receive a TIN to the appropriate Internal Revenue Service ("IRS") or
Social Security Administration office or (b) I intend to mail or deliver
an application in the near future. I understand that if I do not provide a
TIN within sixty (60) days, 31% of all reportable payments made to me
thereafter will be withheld until I provide a number), and
(2) I am not subject to backup withholding either because I have not been
notified by the IRS that I am subject to backup withholding as a result of
failure to report all interest or dividends, or the IRS has notified me
that I am no longer subject to backup withholding.
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CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting of interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding you
received another notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2). (Also see instructions in the
enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.)
SIGNATURE _____________________________________ DATE _____________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE MERGER.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
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INSTRUCTIONS
1. Guarantee of Signatures. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by a firm that is a
bank, broker, dealer, credit union, savings association or other entity that is
a member in good standing of the Securities Transfer Agent's Medallion Program
or the New York Stock Exchange Medallion Program (each, an "Eligible
Institution"). No signature guarantee is required on this Letter of Transmittal
if (a) this Letter of Transmittal is signed by the registered Holder(s) (which
term, for purposes of this document, shall include any participant in a
Book-Entry Transfer Facility whose name appears on a security position listing
as the owner of Shares) of Shares delivered herewith, unless such Holder(s) has
completed either the box entitled "Special Delivery Instructions" or the box
entitled "Special Payment Instructions." If a Share Certificate is registered
in the name of a person other than the signer of this Letter of Transmittal, or
if checks or certificates are to be payable to the order of or registered in
the name of a person other than the registered Holder(s), then the Share
Certificate must be endorsed or accompanied by appropriate stock powers, in
either case signed exactly as the name(s) of the registered Holder(s) appear(s)
on the Share Certificate, with the signature(s) on such Share Certificate or
stock powers guaranteed as described above. See Instruction 4.
2. Delivery of Letter of Transmittal and Share Certificates. This Letter
of Transmittal is to be used either if Share Certificates are to be forwarded
herewith or if Shares are to be delivered by book-entry transfer pursuant to
book-entry transfer procedures. Share Certificates evidencing all delivered
Shares, or confirmation of a book-entry transfer of such Shares, if such
procedure is available, into the Exchange Agent's account at one of the
Book-Entry Transfer Facilities pursuant to book-entry transfer procedures,
together with a properly completed and duly executed Letter of Transmittal with
any required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message, as defined below) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at its address
set forth on the front page of this Letter of Transmittal. If Share
Certificates are forwarded to the Exchange Agent in multiple deliveries, a
properly completed and duly executed Letter of Transmittal must accompany each
such delivery. The term "Agent's Message" means a message transmitted by a
Book-Entry Transfer Facility to, and received by, the Exchange Agent and
forming a part of a book-entry confirmation, which states that such Book-Entry
Transfer Facility has received an express acknowledgment from the participant
in such Book-Entry Transfer Facility delivering the Shares, that such
participant has received and agrees to be bound by the terms of this Letter of
Transmittal and that Trinity and the Company may enforce such agreement against
the participant. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, SHARE
CERTIFICATES AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE
STOCKHOLDER, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED
BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
3. Receipt of Merger Consideration. As soon as practicable after the
Effective Time, certificates representing shares of Trinity Common Stock and
checks representing cash being paid in lieu of fractional interests will be
distributed to those Holders who have surrendered their Share Certificates to
the Exchange Agent for cancellation.
4. Signatures on Letter of Transmittal; Stock Powers and Endorsements. If
this Letter of Transmittal is signed by the registered Holder(s) of the Shares
delivered herewith, the signature(s) must correspond with the name(s) as
written on the face of the Share Certificates evidencing such Shares without
alteration or any other change whatsoever. If any Share delivered herewith is
owned of record by two or more persons, all such persons must sign this Letter
of Transmittal. If any of the Shares delivered herewith are registered in the
names of different Holders, it will be necessary to complete, sign and submit
as many separate Letters of Transmittal as there are different registrations of
such Shares. If this Letter of Transmittal is signed by the registered
Holder(s) of the Shares delivered herewith, no endorsements of Share
Certificates or separate stock powers are required, unless checks or
certificates evidencing shares of Trinity Common Stock are to be payable to the
order of, or registered in, the name of a person other than the registered
Holder(s), in which case, the Share Certificate(s) evidencing the Shares
delivered herewith must be endorsed or accompanied by appropriate stock powers,
in either case signed exactly as the name(s) of the registered Holder(s)
appear(s) on such Share Certificate(s). Signatures on such Share
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Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the registered
Holder(s) of the Shares delivered herewith, the Share Certificate(s) evidencing
the Shares delivered herewith must be endorsed or accompanied by appropriate
stock powers, in either case signed exactly as the name(s) of the registered
Holder(s) appear(s) on such Share Certificate(s). Signatures on such Share
Certificate(s) and stock powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal or any Share Certificate or stock power is signed
by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory
to the Company of such person's authority so to act must be submitted.
5. Special Payment and Delivery Instructions. If any check or certificates
evidencing shares of Trinity Common Stock are to be payable to the order of, or
registered in the name of, a person other than the person(s) signing this
Letter of Transmittal, or if such checks or such certificates are to be sent to
someone other than the person(s) signing this Letter of Transmittal or to the
person(s) signing this Letter of Transmittal but at an address other than that
shown in the box entitled "Description of Shares Surrendered," the appropriate
boxes on this Letter of Transmittal must be completed.
6. Stock Transfer Taxes. Trinity will bear the liability for any state
stock transfer taxes applicable to the issuance and delivery of checks and
certificates in connection with the Merger; provided, however, that if any such
check or certificate is to be issued in a name other than that in which the
Share Certificates surrendered in exchange therefor are registered, it shall be
a condition of such exchange that the person requesting such exchange shall pay
the amount of any stock transfer taxes (whether imposed on the registered
Holder or such person), payable on account of the transfer to such person, to
the Exchange Agent or satisfactory evidence of the payment of such taxes, or
exemption therefrom, shall be submitted to the Exchange Agent before any such
check or certificate is issued.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE SHARE CERTIFICATES EVIDENCING THE
SHARES DELIVERED HEREWITH.
7. Requests for Assistance or Additional Copies. Requests for assistance
may be directed to, and additional copies of the Proxy Statement/Prospectus,
this Letter of Transmittal and the Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 may be obtained from, the Exchange
Agent, at the telephone number and address set forth below.
8. Substitute Form W-9. Under the federal income tax law, a stockholder
who delivers Shares is required to provide the Exchange Agent (as payer) with
such stockholder's correct TIN on Substitute Form W-9 above. If such
stockholder is an individual, the TIN is such stockholder's social security
number. If the Exchange Agent is not provided with the correct TIN, the
stockholder may be subject to a $50 penalty imposed by the Internal Revenue
Service (the "IRS"). In addition, payments of Cash Consideration that are made
to such stockholder with respect to Shares purchased pursuant to the Merger may
be subject to backup withholding of 31%. Certain stockholders (including, among
others, all corporations and certain foreign individuals) are not subject to
these backup withholding and reporting requirements. In order for a foreign
individual to qualify as an exempt recipient, such individual must submit a
statement, signed under penalties of perjury, attesting to such individual's
exempt status. Forms of such statements can be obtained from the Information
Agent. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions. If backup
withholding applies with respect to a stockholder, the Exchange Agent is
required to withhold 31% of any payments made to such stockholder. Backup
withholding is not an additional tax. Rather, the tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained from
the IRS.
To prevent backup withholding on payments of Cash Consideration that are
made to a stockholder with respect to Shares delivered herewith, the
stockholder is required to notify the Exchange Agent of such stockholder's
correct TIN by completing the Substitute Form W-9 attached hereto certifying
(a) that the TIN provided on Substitute Form W-9 is correct (or that such
stockholder is awaiting a TIN) and (b) that (i) such stockholder has not been
notified by the IRS that such stockholder is subject to backup withholding as a
result of a failure to report all interest or
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dividends or (ii) the IRS has notified such stockholder that such stockholder
is no longer subject to backup withholding.
The stockholder is required to give the Exchange Agent the social security
number or employer identification number of the record Holder of the Shares
tendered hereby. If the Shares are in more than one name or are not in the name
of the actual owner, consult the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional guidance
on which number to report. If the stockholder has not been issued a TIN and has
applied for a number or intends to apply for a number in the near future, the
stockholder should write "Applied For" in the space provided for the TIN in
Part I and sign and date the Substitute Form W-9. If "Applied For" is written
in Part I and the Exchange Agent is not provided with a TIN within 60 days, the
Exchange Agent will withhold 31% of all payments of Cash Consideration to such
stockholder until a TIN is provided to the Exchange Agent.
9. LOST, DESTROYED OR STOLEN SHARE CERTIFICATES. PRIOR TO THE EFFECTIVE
TIME, IF ANY SHARE CERTIFICATE(S) REPRESENTING SHARES HAVE BEEN LOST, DESTROYED
OR STOLEN, STOCKHOLDERS SHOULD PROMPTLY NOTIFY WELLS FARGO NATIONAL BANK, THE
TRANSFER AGENT AND REGISTRAR FOR THE SHARES (THE "TRANSFER AGENT"). THE
TRANSFER AGENT'S ADDRESS IS WELLS FARGO NATIONAL BANK, 345 CALIFORNIA STREET,
8TH FLOOR, SAN FRANCISCO, CALIFORNIA 94104, AND ITS TELEPHONE NUMBER IS (415)
773-7802. STOCKHOLDERS WILL THEN BE INSTRUCTED AS TO THE STEPS THAT MUST BE
TAKEN IN ORDER TO REPLACE THE SHARE CERTIFICATE(S). THIS LETTER OF TRANSMITTAL
AND RELATED DOCUMENTS CANNOT BE PROCESSED UNTIL THE PROCEDURES FOR REPLACING
LOST OR DESTROYED SHARE CERTIFICATES HAVE BEEN FOLLOWED. AFTER THE EFFECTIVE
TIME, IF ANY SHARE CERTIFICATE(S) REPRESENTING SHARES HAVE BEEN LOST, DESTROYED
OR STOLEN, STOCKHOLDERS SHOULD PROMPTLY NOTIFY THE EXCHANGE AGENT. THE
EXCHANGE AGENT'S ADDRESS IS THE BANK OF NEW YORK, TENDERS & EXCHANGE
DEPARTMENT, 101 BARCLAY STREET, NEW YORK, NEW YORK 10286, AND ITS TELEPHONE
NUMBER IS (800) 507-9357.
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The Exchange Agent is:
THE BANK OF NEW YORK
TENDERS & EXCHANGE DEPARTMENT
101 BARCLAY STREET
NEW YORK, NEW YORK 10286
CALL TOLL FREE: (800) 507-9357
STOCKHOLDERS HAVING QUESTIONS CONCERNING THIS LETTER OF TRANSMITTAL OR
THE PROCEDURES FOR THE EXCHANGE OF THEIR SHARES ARE ENCOURAGED TO CONTACT THE
EXCHANGE AGENT AT THE ADDRESS AND TELEPHONE NUMBER SET FORTH ABOVE.
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