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): June 25, 2003
TRINITY INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of 1-6903 75-0225040
incorporation) (Commission File Number) (IRS Employer Identification No.)
2525 Stemmons Freeway
Dallas, Texas 75207-2401
(Address of principal executive offices) (Zip Code)
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 June 25, 2003, Trinity Industries, Inc. issued and sold 600 shares
of Series B Redeemable Convertible Preferred Stock to TI Investments, LLC
("TII") for gross proceeds of $60,000,000 pursuant to a purchase agreement dated
as of that date. The purchase agreement contains certain provisions that require
TII and its affiliates (i) to vote the Series B preferred stock (and any shares
of common stock issued upon redemption or conversion of, or payment of dividends
on, the Series B preferred stock) in accordance with the recommendations or
direction of our board of directors (Section 3.3) and (ii) to not beneficially
own more than ten percent of our common stock (Section 3.4). The shares of
preferred stock and up to 3,500,000 shares of common stock issuable upon
redemption or conversion of, or payment of dividends on, the Series B preferred
stock, were registered under Trinity's shelf registration statement on Form S-3
(333-96921).
The press release announcing the sale of the preferred stock is
attached hereto as Exhibit 99.1. The certificate of designations, the purchase
agreement, the opinion of Haynes and Boone, LLP and the computation of ratio of
earnings to fixed charges are attached hereto as Exhibits 4.12, 4.13, 5.1 and
12.1, respectively.
ITEM 7. EXHIBITS.
(c) Exhibits
4.12 Certificate of Designations of Series B Redeemable Convertible
Preferred Stock of Trinity Industries, Inc.
4.13 Purchase Agreement dated as of June 25, 2003 by and between
Trinity Industries, Inc. and TI Investments, LLC.
5.2 Opinion of Haynes and Boone, LLP regarding legality of
securities.
12.2 Computation of Ratio of Earnings to Fixed Charges.
99.1 Press Release dated June 25, 2003.
* * * * *
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Trinity Industries, Inc. has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
TRINITY INDUSTRIES, INC.
Dated: June 27, 2003
By: /s/ MICHAEL G. FORTADO
---------------------------------
Name: Michael G. Fortado
Title: Vice President and Secretary
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
4.12 Certificate of Designations of Series B Redeemable
Convertible Preferred Stock of Trinity Industries, Inc.
4.13 Purchase Agreement dated as of June 25, 2003 by and
between Trinity Industries, Inc. and TI Investments, LLC.
5.2 Opinion of Haynes and Boone, LLP regarding legality of
securities.
12.2 Computation of Ratio of Earnings to Fixed Charges.
99.1 Press Release dated June 25, 2003.