e424b4
Filed Pursuant to Rule 424(b)(4)
Registration NO. 333-132225
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 6, 2006)
3,650,000 shares
Trinity Industries, Inc.
Common stock
All of the shares of common stock in this offering are being
sold by the selling stockholders. Trinity Industries, Inc. will
not receive any of the proceeds from the sale of the shares in
this offering.
The common stock is listed on the New York Stock Exchange under
the symbol “TRN.” The last reported sale price of the
common stock on March 6, 2006 was $54.20 per share.
See “Risk Factors” on page 2 of the accompanying
prospectus for a discussion of certain matters that you should
consider before buying shares of the common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
prospectus supplement and the accompanying prospectus or whether
it is truthful or complete. Any representation to the contrary
is a criminal offense.
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Per share | |
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Total | |
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Initial price to public
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$53.25 |
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$ |
194,362,500.00 |
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Underwriting discount
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$ 0.19 |
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$ |
693,500.00 |
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Proceeds, before expenses, to the
selling stockholders
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$53.06 |
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$ |
193,669,000.00 |
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J.P. Morgan Securities Inc. is the sole underwriter and expects
to deliver the shares against payment in New York, New York on
March 10, 2006.
JPMorgan
The date of this prospectus supplement is March 6, 2006.
Table of contents
Prospectus supplement
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S-1
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S-1
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S-2
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S-3
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S-6
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Prospectus |
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About this prospectus supplement
You should rely only on the information contained in or
incorporated by reference into this prospectus supplement and
the accompanying prospectus. Neither we, the selling
stockholders nor any underwriter has authorized anyone to
provide information different from that contained in this
prospectus supplement and the accompanying prospectus and the
documents incorporated by reference herein. The information
contained in this prospectus supplement, the accompanying
prospectus, any document incorporated by reference or any other
offering material is accurate only as of its date, regardless of
the time of delivery of this prospectus supplement, the
accompanying prospectus or any sale of common stock. As used in
this prospectus supplement and the accompanying prospectus,
unless otherwise required by the context, the terms
“we,” “us,” “our,” the
“Company” and “Trinity” refer to Trinity
Industries, Inc. and its consolidated subsidiaries. The phrase
“this prospectus supplement” refers to this prospectus
supplement and any applicable prospectus, unless the context
otherwise requires. You should carefully read this entire
prospectus supplement, the accompanying prospectus, and the
documents incorporated by reference into this prospectus
supplement.
This offering
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Common stock offered by the selling stockholders |
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3,650,000 shares |
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Common stock outstanding before and after this offering |
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49,490,350 shares(1) |
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Use of proceeds |
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We will not receive any proceeds from the sale of common stock
in this offering. All net proceeds from such sale will be
received by the selling stockholders. |
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New York Stock Exchange symbol |
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“TRN” |
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Risk factors |
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See “Risk Factors” on page 2 of the accompanying
prospectus for a discussion of factors that you should carefully
consider before investing in our common stock. |
(1) Based on the 49,490,350 shares outstanding as of
January 31, 2006. Excludes 1,799,788 shares of our common
stock currently issuable upon exercise of outstanding stock
options.
Use of proceeds
All shares of common stock sold pursuant to this prospectus
supplement will be sold by the selling stockholders and we will
not receive any of the proceeds from such sale.
S-1
Selling stockholders
TIC I, LLC (formerly known as Thrall Investment Company, L.L.C.)
and TIC II, LLC (formerly known as Thrall Investment
Company II, L.L.C.) are the selling stockholders mentioned
in this prospectus supplement.
The following table sets forth the number of shares of our
common stock the selling stockholders will beneficially own
immediately before and after this offering, in each case
together with the percentage of the total voting power of our
capital stock represented by such shares (based on the
49,490,350 shares outstanding as of January 31, 2006). The
information included in the table as to the selling stockholders
has been furnished to us by or on behalf of the selling
stockholders for inclusion in this prospectus supplement. The
information is based upon the assumption that the selling
stockholders do not sell any shares of our common stock shown in
the table as owned other than the shares of common stock to be
sold under this prospectus supplement.
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Beneficial | |
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ownership after | |
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Beneficial ownership | |
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completion of | |
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prior to the offering | |
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the offering | |
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Shares | |
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Percent | |
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Shares to be sold | |
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Shares | |
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Percent | |
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TIC I, LLC(1)
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3,150,000 |
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6.4% |
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3,150,000 |
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0% |
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TIC II, LLC(1)
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500,000 |
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1.0% |
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500,000 |
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0% |
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(1) TIC I, LLC, TIC II, LLC, TCMC, Inc. and
Mr. Craig J. Duchossois are affiliates of each other.
As such they may be deemed to be beneficial owners of the
shares. The principal business address for these entities and
person is 845 Larch Avenue, Elmhurst, Illinois 60126.
Before and after this offering, TCMC, Inc. will own 600,000
shares of our common stock. These shares are not part of this
offering.
S-2
Underwriting
We, the selling stockholders and J.P. Morgan Securities Inc.
(the “underwriter”) have entered into an underwriting
agreement with respect to the shares being offered. Subject to
certain conditions, the underwriter has agreed to purchase all
of the shares offered hereby.
The underwriter is committed to take and pay for all of the
shares being offered, if any are taken.
The following table shows the per share and total underwriting
discounts and commissions to be paid to the underwriter by the
selling stockholders.
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| Paid by the selling stockholders |
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Per Share
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$0.19
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Total
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$693,500.00
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The underwriter expects to deliver the shares against payment in
New York, New York on March 10, 2006. Shares sold
by the underwriter to the public will initially be offered at
the initial price to public set forth on the cover of this
prospectus supplement. In addition, the underwriter may receive
from purchasers of the shares normal brokerage commissions in
amounts agreed with such purchasers. If all the shares are not
sold at the initial price to public, the underwriter may change
the offering price and the other selling terms.
The selling stockholders and TCMC, Inc. have agreed with the
underwriter not to dispose of or hedge any of our common stock
or securities convertible into or exchangeable for shares of
common stock during the period from the date of this prospectus
supplement continuing through the date 30 days after the
date of this prospectus supplement, except with the prior
written consent of the underwriter. We have agreed with the
underwriter not to dispose of or hedge any of our common stock
or securities convertible into or exchangeable for shares of
common stock during the period from the date of this prospectus
supplement continuing through the date 30 days after the
date of this prospectus supplement, except with the prior
written consent of the underwriter. This agreement does not
apply to any existing employee benefit plans or the conversion
or exchange of any of our outstanding convertible or
exchangeable securities or any contract to sell up to an
aggregate of 5% of our outstanding stock (outstanding
immediately after the offering and sale of the shares to be sold
in this offering) issued (i) for cash in connection with
any strategic transaction that includes a commercial
relationship involving us and other entities, including joint
ventures, or (ii) in connection with the acquisition by us
of any businesses or products.
In connection with the offering, the underwriter may purchase
and sell shares of common stock in the open market. These
transactions may include short sales, stabilizing transactions
and purchases to cover positions created by short sales. Short
sales involve the sale by the underwriter of a greater number of
shares than the underwriter is required to purchase in the
offering. Stabilizing transactions consist of various bids for
or purchases of common stock made by the underwriter in the open
market prior to the completion of the offering.
Purchases to cover a short position and stabilizing transactions
may have the effect of preventing or retarding a decline in the
market price of our common stock, and together with the
imposition of the penalty bid, may stabilize, maintain or
otherwise affect the market price of our common stock. As a
result, the price of our common stock may be higher than the
price that otherwise might exist in the open market. If these
activities are commenced, they may be
S-3
discontinued at any time. These transactions may be effected on
the New York Stock Exchange, in the over-the-counter market or
otherwise.
We may enter into derivative transactions with third parties, or
sell securities not covered by this prospectus supplement to
third parties in privately negotiated transactions. If the
applicable prospectus indicates, in connection with those
derivatives, the third parties may sell securities covered by
this prospectus supplement and the applicable prospectus,
including in short sale transactions. If so, the third party may
use securities pledged by us or borrowed from us or others to
settle those sales or to close out any related open borrowings
of stock, and may use securities received from us in settlement
of those derivatives to close out any related open borrowings of
stock. The third party in such sale transactions will be an
underwriter and will be identified in the applicable prospectus
(or a post-effective amendment).
The underwriter has represented, warranted and agreed that:
(i) it has not offered or sold and, prior to the expiration
of a period of six months from the closing date, will not offer
or sell any shares to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring,
holding, managing or disposing of investments (as principal or
agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995; (ii) it
has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act
2000 (the “FSMA”)) received by it in connection with
the issue or sale of any shares in circumstances in which
section 21(1) of the FSMA does not apply to Trinity; and
(iii) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the shares in, from or otherwise involving the
United Kingdom.
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a
“Relevant Member State”), the underwriter has
represented and agreed that with effect from and including the
date on which the European Union Prospectus Directive (the
“EU Prospectus Directive”) is implemented in that
Relevant Member State (the “Relevant Implementation
Date”) it has not made and will not make an offer of common
stock to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the shares which has
been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant
Member State, all in accordance with the EU Prospectus
Directive, except that it may, with effect from and including
the Relevant Implementation Date, make an offer of shares to the
public in that Relevant Member State at any time:
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to legal entities which are authorized or regulated to operate
in the financial markets or, if not so authorized or regulated,
whose corporate purpose is solely to invest in securities; |
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to any legal entity which has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than
€43,000,000 and
(3) an annual net turnover of more than
€50,000,000, as shown
in its last annual or consolidated accounts; |
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to fewer than 100 natural or legal persons (other than qualified
investors as defined in the EU Prospectus Directive) subject to
obtaining the prior consent of the underwriter for any such
offer; or |
S-4
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in any other circumstances which do not require the publication
by the Issuer of a prospectus pursuant to Article 3 of the
Prospectus Directive. |
For the purpose of this provision, the expression an “offer
of shares to the public” in relation to any shares in any
Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the offer
and the shares to be offered so as to enable an investor to
decide to purchase or subscribe the shares, as the same may be
varied in that Member State by an measure implementing the EU
Prospectus Directive in that Member State and the expression EU
Prospectus Directive means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.
The shares may not be offered or sold, transferred or delivered,
as part of their initial distribution or at any time thereafter,
directly or indirectly, to any individual or legal entity in The
Netherlands other than to individuals or legal entities who or
which trade or invest in securities in the conduct of their
profession or trade, which includes banks, securities
intermediaries, insurance companies, pension funds, other
institutional investors and commercial enterprises which, as an
ancillary activity, regularly trade or invest in securities.
The shares may not be offered or sold by means of any document
other than to persons whose ordinary business is to buy or sell
shares or debentures, whether as principal or agent, or in
circumstances which do not constitute an offer to the public
within the meaning of the Companies Ordinance (Cap. 32) of
Hong Kong, and no advertisement, invitation or document relating
to the shares may be issued, whether in Hong Kong or elsewhere,
which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other
than with respect to shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to
“professional investors” within the meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong
and any rules made thereunder.
This prospectus supplement has not been registered as a
prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement and any other document
or material in connection with the offer or sale, or invitation
or subscription or purchase, of the securities may not be
circulated or distributed, nor may the securities be offered or
sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to persons in
Singapore other than under circumstances in which such offer,
sale or invitation does not constitute an offer or sale, or
invitation for subscription or purchase, of the securities to
the public in Singapore.
The shares have not been and will not be registered under the
Securities and Exchange Law of Japan and the underwriter has
agreed that it will not offer or sell any securities, directly
or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person
resident in Japan, including any corporation or other entity
organized under the laws of Japan), or to others for reoffering
or resale, directly or indirectly, in Japan or to a resident of
Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the
Securities and Exchange Law and any other applicable laws,
regulations and ministerial guidelines of Japan.
We and the selling stockholders estimate that our share of the
total expenses of the offering, excluding underwriting discounts
and commissions and expenses payable by the selling
stockholders, will be approximately $301,800. We will pay for
these expenses.
S-5
We and the selling stockholders have agreed to indemnify the
underwriter against certain liabilities, including liabilities
under the Securities Act of 1933.
The underwriter and its respective affiliates have, from time to
time, performed, and may in the future perform, various
financial advisory and investment banking services for Trinity,
for which they received or will receive customary fees and
expenses.
Validity of common stock
The validity of the common stock offered by this prospectus
supplement is being passed upon for us by Haynes and Boone, LLP,
our legal counsel, and for the underwriter by
Sullivan & Cromwell LLP.
S-6
PROSPECTUS
3,650,000 Shares
Trinity Industries, Inc.
Common Stock
All of the shares of common stock in this offering are being
sold by the selling stockholders. Trinity Industries, Inc. will
not receive any of the proceeds from the sale of the shares in
this offering.
Our registration of the shares of common stock covered by this
prospectus does not mean that the selling stockholders will
offer or sell any of the shares. The selling stockholders may
sell the shares of common stock covered by this prospectus in a
number of different ways and at varying prices. We provide more
information about how the selling stockholders may sell the
shares in the section entitled “Plan of Distribution”
beginning on page 4.
The common stock is listed on the New York Stock Exchange under
the symbol “TRN.” The last reported sale price of the
common stock on March 2, 2006 was $55.30 per share.
See “Risk Factors” on page 2 to read about
certain matters that you should consider before buying shares of
the common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this
prospectus or whether it is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is March 6, 2006.
TABLE OF CONTENTS
i
ABOUT THIS PROSPECTUS
You should rely only on the information contained in or
incorporated by reference into this prospectus and any
applicable prospectus supplements. Neither we, the selling
stockholders nor any underwriter has authorized anyone to
provide information different from that contained in this
prospectus and the documents incorporated by reference herein.
The information contained in this prospectus, in any prospectus
supplement, in any document incorporated by reference or any
other offering material is accurate only as of its date,
regardless of the time of delivery of this prospectus or any
sale of common stock. As used in this prospectus, unless
otherwise required by the context, the terms “we,”
“us,” “our,” the “Company” and
“Trinity” refer to Trinity Industries, Inc. and its
consolidated subsidiaries. The phrase “this
prospectus” refers to this prospectus and any applicable
prospectus supplement, unless the context otherwise requires.
You should carefully read this entire prospectus and the
documents incorporated by reference into this prospectus.
THE COMPANY
We are a diversified industrial company providing a variety of
products and services for the transportation, industrial,
construction and energy sectors. We were incorporated in 1933
and have been publicly-traded since 1958.
We serve our customers through five business groups:
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Rail Group. Our Rail Group is the leading freight railcar
manufacturer in North America and a freight railcar manufacturer
in Europe. We provide a full complement of railcars used for
transporting a wide variety of liquids, gases, and dry cargo. |
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Railcar Leasing and Management Services Group. Our
Railcar Leasing and Management Services Group is a premier
provider of leasing and management services. We lease both tank
cars and freight cars. Our Railcar Leasing and Management
Services Group is an important strategic resource that uniquely
links our Rail Group with our customers and provides us with
revenue and cash flow diversification. |
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Construction Products Group. Our Construction Products
Group produces concrete and aggregates, and manufactures highway
products, beams and girders used in highway bridge construction,
and weld pipe fittings. We are a leader in the supply of ready
mix concrete in several rural regions and cities located
throughout Texas. We believe we are the largest highway
guardrail manufacturer in the United States based on revenues
and the only full line producer of highway guardrails, crash
cushions and other protective barriers that absorb and dissipate
the force of impact in collisions between vehicles and fixed
roadside objects. |
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Inland Barge Group. We are a leading manufacturer of
inland barges in the United States and the largest manufacturer
of fiberglass barge covers, used primarily on grain barges. We
manufacture a variety of dry cargo barges, such as deck barges,
and open or covered hopper barges that transport various
commodities, such as grain, coal, and aggregates. We also
manufacture tank barges used to transport liquid products. Our
manufacturing facilities are strategically located along the
U.S. inland river system. |
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Energy Equipment Group. In the third quarter of 2005, due
to an increase in structural and tower revenue, we restructured
our Industrial Products Group to include our structural wind
tower operations. As a result, the Industrial Products Group was
renamed the Energy Equipment Group. We are a leading
manufacturer of tank containers and tank heads for pressure
vessels. We manufacture our tanks in the United States, Mexico,
and Brazil. We market a portion of our products in Mexico under
the brand name of
TATSA®.
We also manufacture fertilizer containers for bulk storage, farm
storage and the application and distribution of anhydrous
ammonia. |
We are a Delaware corporation. Our principal executive offices
are located at 2525 N. Stemmons Freeway, Dallas, TX
75207-2401 and our telephone number at that address is
(214) 631-4420. Our website is located at www.trin.net. The
information on our website is not part of this prospectus.
1
RISK FACTORS
Investing in our common stock involves risks. You should
carefully consider the risks, uncertainties and assumptions
discussed under the section “Risk Factors” included in
our Annual Report on
Form 10-K for the
year ended December 31, 2005, which are incorporated by
reference in this prospectus, and which may be amended,
supplemented or superseded from time to time by other documents
we file with the Securities and Exchange Commission, or the SEC,
in the future, see “Where You Can Find More
Information.” Additional risks not presently known to us or
which we consider immaterial based on information currently
available to us may also materially adversely affect us.
ABOUT FORWARD-LOOKING STATEMENTS
Some statements in this prospectus (or otherwise made by us or
on our behalf from time to time in other reports, filings with
the SEC, news releases, conferences, World Wide Web postings or
otherwise) which are not historical facts, may be
“forward-looking statements” within the meaning of
Section 21E of the Securities Exchange Act of 1934, as
amended, or the Exchange Act, and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements
include statements about our estimates, expectations, beliefs,
intentions or strategies for the future, and the assumptions
underlying these forward-looking statements. We use the words
“anticipates,” “believes,”
“estimates,” “expects,” “intends,”
“forecasts,” “may,” “will,”
“should” and similar expressions to identify these
forward-looking statements. Forward-looking statements involve
risks and uncertainties that could cause actual results to
differ materially from historical experience or our present
expectations. Factors that could cause these differences
include, but are not limited to:
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market conditions and demand for our products; |
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the cyclical nature of both the railcar and barge industries; |
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variations in weather in areas where construction products are
sold and used; |
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disruptions of manufacturing capacity due to weather related
events; |
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the timing of introduction of new products; |
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the timing of customer orders; |
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price changes; |
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changes in mix of products sold; |
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the extent of utilization of manufacturing capacity; |
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availability and costs of component parts, supplies, and raw
materials; |
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competition and other competitive factors; |
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changing technologies; |
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steel prices; |
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surcharges added to fixed pricing agreements for raw materials; |
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interest rates and capital costs; |
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long-term funding of our leasing warehouse facility; |
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taxes; |
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the stability of the governments and political and business
conditions in certain foreign countries, particularly Mexico,
Czech Republic, and Romania; |
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changes in import and export quotas and regulations; |
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business conditions in emerging economies; |
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results of litigation; |
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legal, regulatory, and environmental issues; and |
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other matters set forth under the heading “Risk
Factors” in documents we incorporate by reference into this
prospectus. |
Any forward-looking statement speaks only as of the date on
which such statement is made. We undertake no obligation to
update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made.
USE OF PROCEEDS
All shares of common stock sold pursuant to this prospectus will
be sold by the selling stockholders and we will not receive any
of the proceeds from such sale.
SELLING STOCKHOLDERS
TIC I, LLC (formerly known as Thrall Investment Company,
L.L.C.) and TIC II, LLC (formerly known as Thrall Investment
Company II, L.L.C.) are selling all of the
3,650,000 shares of our common stock offered by this
prospectus. The selling stockholders are affiliates of
Duchossois Industries, Inc. In October 2001, we acquired Thrall
Car Manufacturing Company from certain affiliates of Duchossois
Industries by merger for cash and 7,150,000 shares of our
common stock, 4,000,000 of which were registered and sold in
December 2004 by TIC I, LLC. 3,150,000 of the shares of
common stock offered hereby are part of the shares received in
the merger and are offered hereby by TIC I, LLC. The
remaining 500,000 shares of common stock are offered hereby
by TIC II, LLC.
As of March 1, 2006, TCMC, Inc. (formerly known as Thrall
Car Management Company, Inc.), an affiliate of Duchossois
Industries, owned in the aggregate 600,000 shares of our
common stock, and Craig J. Duchossois, the chief executive
officer of Duchossois Industries, who was appointed and serves
currently as one of our directors pursuant to a stockholders
agreement that we entered into in connection with the Thrall Car
Manufacturing Company merger, owns 15,150 shares of our
common stock and 2,000 restricted stock units that may be
converted into common stock if Mr. Duchossois ceases to
serve as one of our directors.
Mr. Duchossois is an operating board member and executive
officer of each of the selling stockholders, and a director and
executive officer of TCMC, and has the ability to vote a
majority of the voting interests in each of the selling
stockholders and TCMC.
We are registering the offer and sale of 3,150,000 of the shares
offered by this prospectus because TIC I, LLC has exercised
one of its registration rights under the registration rights
agreement entered into at the time of the merger. In connection
therewith, we have agreed to register the additional shares
owned by TIC II, LLC.
3
The following table sets forth the number of shares of our
common stock the selling stockholders will beneficially own
immediately before and after this offering, in each case
together with the percentage of the total voting power of our
capital stock represented by such shares (based on the
49,490,350 shares outstanding as of January 31, 2006).
The information included in the table as to the selling
stockholders has been furnished to us by or on behalf of the
selling stockholders for inclusion in this prospectus. The
information is based upon the assumption that the selling
stockholders do not sell any shares of our common stock shown in
the table as owned other than the shares of common stock to be
sold under this prospectus.
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Beneficial | |
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Ownership | |
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Beneficial Ownership | |
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After Completion | |
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Prior to the Offering | |
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of the Offering | |
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Shares to | |
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| Name of Beneficial Owner |
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Shares | |
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Percent | |
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be Sold | |
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Shares | |
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Percent | |
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TIC I, LLC(1)
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3,150,000 |
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6.4% |
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3,150,000 |
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0 |
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0% |
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TIC II, LLC(1)
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500,000 |
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1.0% |
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500,000 |
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0 |
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0% |
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| (1) |
TIC I, LLC, TIC II, LLC, TCMC, Inc. and Mr. Craig
J. Duchossois are affiliates of each other. As such they may be
deemed to be beneficial owners of the shares. The principal
business address for these entities and persons is 845 Larch
Avenue, Elmhurst, Illinois 60126. Before and after this
offering, TCMC, Inc. will own 600,000 shares of our common
stock. These shares are not part of this offering. |
PLAN OF DISTRIBUTION
We are registering 3,650,000 shares of our common stock for
possible sale by the selling stockholders. Unless the context
otherwise requires, as used in this prospectus, “selling
stockholders” includes the selling stockholders named in
the table above. The selling stockholders may offer and sell all
or a portion of the shares covered by this prospectus from time
to time, in one or more or any combination of the following
transactions:
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• |
on the New York Stock Exchange, in the
over-the-counter
market, or on any other national securities exchange on which
our shares are listed or traded; |
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• |
in privately negotiated transactions; |
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• |
in underwritten transactions; |
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• |
in a block trade in which a broker-dealer will attempt to sell
the offered shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; |
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• |
through purchases by a broker-dealer as principal and resale by
the broker-dealer for its account pursuant to this prospectus; |
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• |
in ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and |
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• |
through the writing of options (including put or call options),
whether the options are listed on an options exchange or
otherwise. |
The selling stockholders may sell the shares at prices then
prevailing or related to the then current market price or at
negotiated prices. The offering price of the shares from time to
time will be determined by the selling stockholders and, at the
time of the determination, may be higher or lower than the
market price of our common stock on the New York Stock Exchange
or any other exchange or market.
The shares may be sold directly or through broker-dealers acting
as principal or agent, or pursuant to a distribution by one or
more underwriters on a firm commitment or best-efforts basis.
The selling stockholders may also enter into hedging
transactions with broker-dealers. In connection with such
transactions, broker-dealers or other financial institutions may
engage in short sales of our common stock
4
in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders may also enter
into options or other transactions with broker-dealers or other
financial institutions which require the delivery to such
broker-dealer or other financial institution of shares offered
by this prospectus, which shares such broker-dealer or other
financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction). In
connection with an underwritten offering, underwriters or agents
may receive compensation in the form of discounts, concessions
or commissions from the selling stockholders or from purchasers
of the offered shares for whom they may act as agents. In
addition, underwriters may sell the shares to or through
dealers, and those dealers may receive compensation in the form
of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as
agents. The selling stockholders and any underwriters, dealers,
or agents participating in a distribution of the shares may be
deemed to be “underwriters” within the meaning of the
Securities Act of 1933, as amended, or the Securities Act, and
any profit on the sale of the shares by the selling stockholders
and any commissions received by broker-dealers may be deemed to
be underwriting commissions under the Securities Act.
We and the selling stockholders have agreed to indemnify an
underwriter, broker-dealer or agent against certain liabilities
related to the selling of the common stock, including
liabilities arising under the Securities Act. Under the
registration rights agreement, we have agreed to pay the costs,
expenses, and fees of registering the shares of common stock
offered by TIC I, LLC. We have also agreed to pay the
costs, expenses and fees of registering the shares of common
stock offered by TIC II, LLC. However, the selling
stockholders will pay any underwriting discounts or commissions
relating to the sale of the shares of common stock in any
underwritten offering.
Upon our notification by the selling stockholders that any
material arrangement has been entered into with an underwriter
or broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution, secondary distribution
or a purchase by an underwriter or broker-dealer, we will file a
supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act, disclosing certain
material information, including:
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the number of shares being offered; |
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the terms of the offering; |
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the names of the participating underwriters, broker-dealers or
agents; |
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• |
any discounts, commissions or other compensation paid to
underwriters or broker-dealers and any discounts, commissions or
concessions allowed or reallowed or paid by any underwriters to
dealers; |
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the public offering price; and |
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• |
other material terms of the offering. |
The selling stockholders are subject to the applicable
provisions of the Exchange Act and the rules and regulations
under the Exchange Act, including Regulation M. This
regulation may limit the timing of purchases and sales of any of
the shares of common stock offered in this prospectus by the
selling stockholders. The anti-manipulation rules under the
Exchange Act may apply to sales of shares in the market and to
the activities of the selling stockholders and their affiliates.
The restrictions may affect the marketability of the shares and
the ability of any person or entity to engage in market-making
activities for the shares.
VALIDITY OF COMMON STOCK
The validity of the shares of common stock offered by this
prospectus will be passed upon by Haynes and Boone, LLP, our
legal counsel.
5
EXPERTS
Ernst & Young LLP, independent registered public
accounting firm, has audited our consolidated financial
statements and schedule included in our Annual Report on
Form 10-K for the
year ended December 31, 2005, and management’s
assessment of the effectiveness of our internal control over
financial reporting as of December 31, 2005, as set forth
in their reports, which are incorporated by reference in this
prospectus and elsewhere in the registration statement. Our
financial statements and schedule and management’s
assessment are incorporated by reference in reliance on
Ernst & Young LLP’s reports, given on their
authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy
statements, and other information with the SEC. The SEC
maintains an internet site http://www.sec.gov that
contains reports, proxy and information statements, and other
information regarding issuers (including us) that file documents
with the SEC electronically. Our SEC filings may be obtained
from that website. Please call the SEC at
1-800-SEC-0330 for
further information on the public reference facilities. You may
also read and copy any document we file with the SEC at the
following SEC public reference facility:
Public Reference Room
100 F Street, N.E.
Washington, D.C. 20549
You may also obtain copies of the documents at prescribed rates
by writing to the Public Reference Room of the SEC at 100 F
Street, N.E., Washington, D.C. 20549, by
e-mailing the Public
Reference Room of the SEC at publicinfo@sec.gov, or by facsimile
at (202) 777-1027.
The SEC allows us to “incorporate by reference” the
information we file with it, which means that we can disclose
important information to you by referring you to those
documents. The information incorporated by reference is
considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and
supersede this information. In all cases you should rely on the
later information over different information included in this
prospectus. We incorporate by reference the documents listed
below and any future filings we make with the SEC under
Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act until we terminate the offering:
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Our Annual Report on
Form 10-K for the
year ended December 31, 2005; |
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• |
Our Current Reports on
Form 8-K filed on
January 19, 2006, February 9, 2006, February 15,
2006, and March 2, 2006 (in all cases, to the extent these
items were “filed” with the SEC and not
“furnished”); |
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• |
The description of our common stock contained in our Current
Report on Form 8-K
dated November 30, 2004; and |
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• |
The description of our rights to purchase Series A Junior
Participating Preferred Stock contained in our Registration
Statement on
Form 8-A filed
with the SEC on April 2, 1999, as amended by filings on
August 22, 2001, October 31, 2001, and May 19,
2005, including any amendments or reports filed subsequent to
the date hereof for the purpose of updating that description. |
Any person, including any beneficial owner, may request a copy
of these filings, at no cost, by writing or telephoning us at
the following address and telephone number:
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Trinity Industries, Inc. |
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2525 Stemmons Freeway |
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Dallas, Texas 75207-2401 |
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Attention: Michael G. Fortado |
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Telephone number: 214-631-4420 |
6
3,650,000 shares
Trinity Industries, Inc.
Common stock
Prospectus supplement
JPMorgan
March 6, 2006
