0000930661-01-502191.txt : 20011112 0000930661-01-502191.hdr.sgml : 20011112 ACCESSION NUMBER: 0000930661-01-502191 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011105 GROUP MEMBERS: CRAIG J. DUCHOSSOIS GROUP MEMBERS: THRALL INVESTMENT COMPANY L.L.C. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: THRALL CAR MANAGEMENT CO INC CENTRAL INDEX KEY: 0001157838 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 362050136 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 845 LARCH AVE. CITY: ELMHURST STATE: IL ZIP: 60126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRINITY INDUSTRIES INC CENTRAL INDEX KEY: 0000099780 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 750225040 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-20249 FILM NUMBER: 1775368 BUSINESS ADDRESS: STREET 1: 2525 STEMMONS FREEWAY CITY: DALLAS STATE: TX ZIP: 75207-2401 BUSINESS PHONE: 2146314420 FORMER COMPANY: FORMER CONFORMED NAME: TRINITY STEEL CO INC DATE OF NAME CHANGE: 19720407 SC 13D/A 1 dsc13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____ SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) Trinity Industries, Inc. (Name of Issuer) Common Stock, $1.00 par value (Title of Class of Securities) 896522-10-9 (CUSIP Number) Craig J. Duchossois Thrall Investment Company, L.L.C. Thrall Car Management Company, Inc. 845 Larch Avenue Elmhurst, Illinois 60126 (603) 279-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 26, 2001 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. (Continued on following pages) (Page 1 of 20 Pages) CUSIP NO. 896522-10-9 13D/A Page 2 of 20 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Thrall Investment Company, L.L.C. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_] (b)[X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 7,150,000 (See Item 5) BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH 0 REPORTING ------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 7,150,000 (See Item 5) ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000 (See Item 5) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2% (See Item 5) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO -------------------------------------------------------------------------------- CUSIP NO. 896522-10-9 13D/A Page 3 of 20 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Thrall Car Management Company, Inc. -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 600,000 (See Item 5) SHARES --------------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING --------------------------------------------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 600,000 (See Item 5) ---------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 600,000 (See Item 5) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% (See Item 5) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO -------------------------------------------------------------------------------- CUSIP NO. 896522-10-9 13D/A Page 4 of 20 Pages -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Craig J. Duchossois -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* 00 -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 150 BENEFICIALLY ----------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 7,750,000 (See Item 5) PERSON WITH ----------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 150 -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 7,750,000 (See Item 5) -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,750,150 (See Item 5) -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.6% (See Item 5) -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN -------------------------------------------------------------------------------- Item 2 is hereby amended to read in its entirety as follows: Item 2. Identity and Background. ----------------------- This statement is being filed by (i) Thrall Investment Company, L.L.C., a Delaware limited liability company ("TIC"), (ii) Thrall Car Management Company, Inc., a Delaware corporation ("Management Company"), and (iii) Craig J. Duchossois. TIC holds property for investment purposes. In connection with the transactions reported in this Schedule 13D/A, as described more fully in Item 6, TIC acquired certain shares of Trinity Industries, Inc. (the "Issuer"). The address of TIC's principal business and principal office is 845 Larch Avenue, Elmhurst, Illinois 60126. Appendix A hereto, which is incorporated herein by this reference, sets forth the name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and the citizenship of the members of the operating board, executive officers and control persons of TIC. Management Company holds property for investment purposes. As described more fully in Item 6, the Issuer, in connection with the transactions reported in this Schedule 13D/A, acquired certain direct and indirect subsidiaries of Management Company that manufacture freight rail cars. The address of Management Company's principal business and principal office is 845 Larch Avenue, Elmhurst, Illinois 60126. Appendix B hereto, which is incorporated herein by this reference, sets forth the name, business address, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and the citizenship of the directors, executive officers and control persons of Management Company. Craig J. Duchossois is principally employed as the Chief Executive Officer of Duchossois Industries, Inc. His business address is 845 Larch Avenue, Elmhurst, Illinois 60126. He is a citizen of the United States. The principal address of Duchossois Industries, Inc., an Illinois corporation, is 845 Larch Avenue, Elmhurst, Illinois 60126. Duchossois Industries, Inc., through its subsidiaries, engages in the manufacture of commercial and consumer access control devices and precision machined metal products, and has interests in entertainment and venture capital. During the last five years, none of TIC, Management Company or Craig J. Duchossois, and, to the best knowledge of each of them, none of the persons listed on Appendix A attached hereto or Appendix B attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 5 Item 3 is hereby amended to read in its entirety as follows: Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- The response to Item 6 is incorporated herein by this reference. Pursuant to the Agreement and Plan of Merger, dated as of August 13, 2001 (the "Merger Agreement"), among the Issuer, TCMC Acquisition Corp., an Illinois corporation ("Merger Sub"), Thrall Car Manufacturing Company, an Illinois corporation and a wholly owned subsidiary of Management Company ("Manufacturing Company"), and Management Company, on October 26, 2001, the Issuer acquired Manufacturing Company, Management Company acquired 7,150,000 shares of common stock, par value $1.00 per share ("Common Stock"), of the Issuer, which shares were immediately transferred to TIC, all as more fully described in Item 6. Management Company has retained beneficial ownership of 600,000 shares of Common Stock previously held of record by, and acquired with the working capital of, Manufacturing Company. Item 4 is hereby amended to read in its entirety as follows: Item 4. Purpose of Transaction. ---------------------- The response to Item 6 is incorporated herein by this reference. The purpose of the transaction is for most of Management Company's direct and indirect subsidiaries to become part of the Issuer's operations, while allowing Management Company and its affiliate, TIC, to retain an investment in the freight rail car manufacturing industry through the ownership of shares of Common Stock. Although, pursuant to the terms of the Stockholder's Agreement (as defined below), the Issuer is obligated to name one nominee to the Issuer's board of directors, none of TIC, Management Company or Mr. Duchossois has acquired shares of Common Stock with the intention of acquiring control of the Issuer. The Stockholder's Agreement places certain restrictions on the ability of TIC, Management Company and Affiliates of Management Company, including Mr. Duchossois, to acquire or dispose of securities of the Issuer. The foregoing response to this Item 4 is qualified in its entirety by reference to the Merger Agreement and the Stockholder's Agreement, dated October 26, 2001 (the "Stockholder's Agreement"), by and among the Issuer, Management Company and TIC, which are filed as Exhibits 2 and 3 hereto, respectively, and incorporated herein by this reference. Item 5 is hereby amended to read in its entirety as follows: Item 5. Interest in Securities of the Issuer. ------------------------------------ The response to Item 6 is incorporated herein by this reference. For the purposes of Rule 13d-3, as promulgated under the Securities Exchange Act of 1934, as amended, TIC beneficially owns, and has sole voting and disposition power of, 6 7,150,000 shares of Common Stock. Based on a total of 44,133,562 shares of Common Stock outstanding (36,983,562 shares of Common Stock reported outstanding as of June 30, 2001, pursuant to the Issuer's Form 10-Q for the quarterly period ended June 30, 2001 (the "Pre-Merger Outstanding Shares"), plus the 7,150,000 shares of Common Stock issued to TIC in accordance with the Merger Agreement (the "Merger Shares" and, collectively with the Pre-Merger Outstanding Shares, the "Post-Merger Outstanding Shares")), for purposes of Rule 13d-3, TIC owns approximately 16.2% of the Post-Merger Outstanding Shares. For the purposes of Rule 13d-3, Management Company beneficially owns, and has sole voting and disposition power of, 600,000 shares of Common Stock, or approximately 1.4% of the Post-Merger Outstanding Shares. Craig J. Duchossois beneficially owns, and has sole voting and disposition power of 150 shares of Common Stock. By virtue of his position as an operating board member and executive officer of, and, as described on Appendix A, his ability to vote a majority of the outstanding membership interests of, TIC, Mr. Duchossois, for purposes of Rule 13d-3, may be deemed to beneficially own the Merger Shares. Mr. Duchossois shares voting and disposition power with respect to these shares of Common Stock with the operating board members and executive officers of TIC. The names of and information with respect to these persons are set forth on Appendix A to this Schedule 13D/A, which is incorporated herein by this reference. By virtue of his position as a director and executive officer of, and, as described on Appendix B, his ability to vote a majority of the outstanding shares of, Management Company, Mr. Duchossois, for purposes of Rule 13d-3, may be deemed to beneficially own the 600,000 shares of Common Stock held of record by Management Company. Mr. Duchossois shares voting and disposition power with respect to these shares of Common Stock with the directors and executive officers of Management Company. The names of and information with respect to these persons are set forth on Appendix B to this Schedule 13D/A, which is incorporated herein by this reference. As a result, Mr. Duchossois may be deemed to beneficially own 7,750,150 shares of Common Stock, or approximately 17.6% of the Post-Merger Outstanding Shares. Mr. Duchossois disclaims beneficial ownership of the 7,750,000 shares not owned of record by him. Except as disclosed herein, none of TIC, Management Company or Craig J. Duchossois has effected any transactions in shares of Common Stock during the preceding 60 days. Item 6 is hereby amended to read in its entirety as follows: Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. ---------------------------------------- The following response to this Item 6 is qualified in its entirety by reference to the Merger Agreement, the Stockholder's Agreement and the Registration Rights Agreement, dated October 26, 2001 (the "Registration Rights Agreement"), by and among the Issuer, Management Company and TIC, which are filed as Exhibits 2, 3 and 4 hereto, respectively, and incorporated herein by this reference. 7 Merger Agreement ---------------- On October 26, 2001, pursuant to the terms and conditions of the Merger Agreement, Merger Sub merged with and into Manufacturing Company, with Manufacturing Company being the surviving corporation of such merger (the "Merger"). At the Effective Time (as defined in the Merger Agreement) of the Merger, the issued and outstanding shares of common stock of Manufacturing Company were converted into an aggregate of 7,150,000 shares of Common Stock, $165,550,000 (subject to adjustment as described in the Merger Agreement) and the right to receive additional payments, not to exceed $45,000,000 over a five-year period, based on a formula related to annual rail car industry production levels. At the Effective Time, Management Company transferred the 7,150,000 shares of Common Stock to TIC. Stockholder's Agreement and Addendum Agreement ---------------------------------------------- On October 26, 2001, the Issuer, TIC and Management Company entered into the Stockholder's Agreement. Taking of Certain Actions ------------------------- During the Standstill Period (as defined in the Stockholder's Agreement), except as permitted by the Issuer or as otherwise specifically permitted in the Stockholder's Agreement, TIC, Management Company and Mr. Duchossois and the Family Affiliates (as defined in the Stockholder's Agreement) generally agree not to act alone or with others to (i) solicit proxies, become a participant in an election contest or influence the voting of others with respect to the Issuer, (ii) initiate or solicit the approval of a shareholder proposal with respect to the Issuer, (iii) act in concert with others with respect to acquiring, disposing of or voting Voting Securities (as defined in the Stockholder's Agreement) of the Issuer, (iv) participate in or encourage the formation of any group that owns or seeks to acquire ownership of the Issuer's securities or control of the Issuer, (v) subject any Voting Securities to any arrangement that conflicts with or does not conform with the provisions of the Stockholder's Agreement, (vi) seek to place a representative on, or seek the removal of any member of, Issuer's board, except pursuant to the terms of the Stockholder's Agreement, (vii) call a meeting of the Issuer's stockholders or sign a written consent authorizing action without a meeting of the Issuer's stockholders, (viii) solicit or offer to effect certain changes in the structure or business of the Issuer, such as a merger or disposition of material assets of the Issuer, (ix) seek to control or influence the Issuer (although this does not prevent the designee nominated pursuant to the terms of the Stockholder's Agreement on the board of directors from seeking to affect decisions of the board of directors), (x) assist or knowingly encourage a third party to take any of the foregoing actions, or (xi) disclose or announce any intention or arrangement inconsistent with the foregoing. Prohibition Against a Change of Control --------------------------------------- During the Standstill Period, there shall not occur a Change of Control (as defined in the Stockholder's Agreement) with respect to TIC, Management Company or any Permitted Transferee (as defined in the Stockholder's Agreement). 8 Agreement To Vote ----------------- Unless otherwise specifically permitted by the Stockholder's Agreement, Voting Securities beneficially owned by TIC and Management Company are to be voted as recommended by the Issuer's board of directors. Specific exceptions to this include certain strategic transactions of the Issuer, such as certain issuances of preferred stock, a disposition of the Issuer or a substantial part of the Issuer's assets, a recapitalization of the Issuer or a liquidation of, or consolidation involving, the Issuer. Purchase of Additional Common Stock and Certain Issuances --------------------------------------------------------- TIC and Management Company have agreed that during the Standstill Period none of TIC, Management Company or any Related Person (as defined in the Stockholder's Agreement) or subsequent Holder (as defined in the Stockholder's Agreement) will acquire or propose to acquire Voting Securities except (i) in connection with the Merger Agreement, (ii) pursuant to certain distributions made available to holders of Common Stock generally, (iii) through purchases, in the open market or privately negotiated transactions, of up to an aggregate number of shares of Voting Securities that, when added to the shares of Voting Securities owned by TIC, Management Company, the Family Affiliates, the subsequent Holders and their respective Affiliates and Associates (as defined in the Stockholder's Agreement), with the exception of shares acquired in connection with item (iv) of this sentence, would result in such persons owning no more than 19.9% of the then-outstanding shares of Voting Securities, or (iv) with respect to TIC's designee to the Issuer's board, pursuant to director stock option or similar plans, or as otherwise specifically permitted by the Stockholder's Agreement. The Standstill Period generally can last from six and one-half to ten years, depending on various circumstances. With certain specified exceptions, TIC, Management Company, the Related Persons and the subsequent Holders may not collectively own more than 19.9% of the then-outstanding Voting Securities. Restrictions on Transfer ------------------------ TIC and Management Company have agreed that until October 26, 2003, neither will transfer or encumber shares of Common Stock except (i) to a Related Person of TIC, Management Company or a Family Affiliate, each of whom must agree to be bound by the Stockholder's Agreement, or (ii) to a financial institution in connection with a loan so long as the pledgee agrees in writing that, upon transfer of the securities to the pledgee upon any foreclosure or otherwise, the securities will remain, and the pledgee will become, subject to the restrictions contained in the Stockholder's Agreement. The Stockholder's Agreement also provides that, generally, after October 26, 2003, until the termination of the Standstill Period, none of TIC, Management Company or any subsequent Holder will transfer or encumber its respective shares of Common Stock except (i) to the Issuer or in a transaction approved by the Issuer's chief executive officer, (ii) to a Related Person with respect to TIC, Management Company or a Family Affiliate, if such person agrees to be bound by the Stockholder's Agreement, (iii) pursuant to certain tender or exchange offers, (iv) to a 9 financial institution in connection with a loan so long as the pledgee agrees in writing that, upon transfer of the securities to the pledgee upon any foreclosure or otherwise, the securities will remain, and the pledgee will become, subject to the restrictions contained in the Stockholder's Agreement, (v) subject to certain limitations, to a third party pursuant to (a) an open market "brokers transaction" as permitted by Rule 144 promulgated under the Securities Act of 1933, as amended (other than clause (k) thereof), provided the transferor does not know or reasonably believe such person and such person's Affiliates, or any group of which such person may be a member, would hold in the aggregate more than 5% of the Issuer's Voting Securities after such transaction or, if such person is entitled to file a Schedule 13G, such person(s) would not hold in the aggregate more than 10% of the Issuer's Voting Securities after such transaction (any third person who would hold in excess of the referenced percentages being a "Prohibited Holder"), or (b) a private placement to a person, other than a Competitor (as defined in the Stockholder's Agreement) of Issuer, that (y) TIC, Management Company or the subsequent Holder reasonably believes after due inquiry is not a Prohibited Holder and TIC, Management Company or the Prohibited Holder obtains a written representation to such effect or (z) agrees in writing to be bound by the Stockholder's Agreement and the Issuer's board approves the transaction, or (vi) pursuant to an underwritten public offering, in accordance with the Registration Rights Agreement, in which (a) the managing underwriter agrees to effect a broad distribution and (b) none of TIC, Management Company or any subsequent Holder knows or has reasonable grounds to believe a transfer will be made to a third party that is a Competitor or would be a Prohibited Holder. Generally, with limited exemptions, none of TIC, Management Company, or a subsequent Holder is permitted to transfer Voting Securities to or encumber Voting Securities in favor of any Competitor of the Issuer or to a Prohibited Holder until October 26, 2011. In most instances, so long as TIC, Management Company and any subsequent Holders collectively own 8% or more of the outstanding Voting Securities, during the Standstill Period, none of TIC, Management Company or any subsequent Holder may transfer or encumber greater than 1,000,000 shares of Common Stock in any 12-month period without first offering the securities to the Issuer for purchase on terms similar to that under which the securities would otherwise be sold. Board of Directors ------------------ At each annual meeting of stockholders of the Issuer prior to the termination of the Standstill Period, for so long as TIC, Management Company, the Family Affiliates and the subsequent Holders own in the aggregate more than 7.5% of the Voting Securities, the Issuer must take necessary action to appoint or elect to Issuer's board Craig J. Duchossois or a substitute designee. During the Standstill Period, for so long as TIC, Management Company and the subsequent Holders own in the aggregate 19.9% of the then outstanding Voting Securities, the holders of a majority of the shares held by TIC, Management Company and the subsequent Holders may recommend a nominee to fill a vacancy on the board of the Issuer, although the Issuer is not obligated to nominate such nominee. 10 Term ---- The Stockholder's Agreement terminates on the date that the individuals who as of the date of the agreement constituted Issuer's board (together with any new directors whose election or appointment by Issuer's board or whose nomination for election by the Issuer's stockholders was approved by a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination was previously so approved), cease to constitute a majority of the directors then in office (excluding any director elected pursuant to designation by TIC). Additionally, the Stockholder's Agreement terminates with respect to a Holder other than Management Company as of the date such Holder does not own of record or beneficially any Voting Securities. Registration Rights Agreement ----------------------------- On October 26, 2001, the Issuer, TIC and Management Company entered into the Registration Rights Agreement. After October 26, 2003, TIC, Management Company and its permitted transferees may request, on two occasions, that the Issuer register shares of Common Stock held by TIC, Management Company and their permitted transferees under the Securities Act of 1933, as amended. A request may cover all or part of the shares of Common Stock held by such person(s), but each request must apply to at least 2,500,000 shares. The Issuer may postpone such a registration under certain circumstances specified in the Registration Rights Agreement. Additionally, if, at any time after October 26, 2003, the Issuer determines to register shares of Common Stock for its own account in an Underwritten Public Offering (as defined in the Registration Rights Agreement) and not in connection with a merger, acquisition, exchange offer, subscription offer, dividend reinvestment plan or stock option or other employee benefit plan, TIC, Management Company and their permitted transferees have the right to have their shares of Common Stock included in such registration. The number of shares of Common Stock that TIC, Management Company and their permitted transferees may have so registered may be limited, pursuant to certain procedures, if the managing underwriter concludes that inclusion of all or part of such shares would materially adversely affect such offering. The Registration Rights Agreement contains certain provisions regarding registration procedures to be followed, indemnification and holdback arrangements. Transfer of the rights under the agreement are subject to certain limitations. The rights granted under the agreement terminate, with respect to each Holder (as defined in the Registration Rights Agreement), when all shares of Registrable Securities (as defined in the Registration Rights Agreement) held by such Holder may immediately be sold under Rule 144 during any 90-day period. 11 Item 7. Material to be Filed as Exhibits. -------------------------------- The following are filed herewith as Exhibits to this Schedule 13D/A. Exhibit No. Description ------- ----------- 1 Joint Filing Agreement 2 Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Form 8-K (Commission File No. 1-6903) filed August 16, 2001) 3 Stockholder's Agreement 4 Registration Rights Agreement 12 SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 5, 2001 THRALL INVESTMENT COMPANY, L.L.C. By: /s/ ROBERT L. FEALY -------------------------------------- Name: Robert L. Fealy Title: Chief Operating Officer, Chief Financial Officer and Treasurer 13 SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 5, 2001 THRALL CAR MANAGEMENT COMPANY, INC. By: /s/ ROBERT L. FEALY ------------------------------------- Name: Robert L. Fealy Title: Vice President and Secretary 14 SIGNATURE After reasonable inquiry, and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 5, 2001 /s/ CRAIG J. DUCHOSSOIS --------------------------- Craig J. Duchossois 15 APPENDIX A CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS OF THRALL INVESTMENT COMPANY, L.L.C. Set forth below are the names, positions with TIC, business addresses and principal occupations of the operating board members and officers of TIC. Each individual is a United States citizen.
Names, Positions and Business Addresses Present Principal Occupation --------------------------------------- ---------------------------- Craig J. Duchossois Chief Executive Officer of Duchossois Industries, Inc./1/ Operating Board Member and Chief Executive Officer 845 Larch Avenue Elmhurst, IL 60126 Richard L. Duchossois/2/ Chairman of Duchossois Industries, Inc./1/ Operating Board Member and Vice Chairman 845 Larch Avenue Elmhurst, IL 60126 Robert L. Fealy Chief Financial Officer of Duchossois Industries, Inc./1/ Chief Operating Officer, Chief Financial Officer and Treasurer 845 Larch Avenue Elmhurst, IL 60126 David L. Filkin, Esq. Assistant General Counsel of Duchossois Industries, Inc./1/ Secretary 845 Larch Avenue Elmhurst, IL 60126
_______________________ /1/ The principal address of Duchossois Industries, Inc., an Illinois corporation, is 845 Larch Avenue, Elmhurst, IL 60126. Duchossois Industries, Inc., through its subsidiaries, engages in the manufacture of commercial and consumer access control devices and precision machined metal products, and has interests in entertainment and venture capital. /2/ Richard L. Duchossois owns, and has sole voting and disposition power with respect to, 20,000 shares of Common Stock of the Issuer, which is less than 1% of the shares of such Common Stock currently outstanding. 16 The members of TIC are various individuals and trusts. The voting and disposition decisions of each trust are controlled by either a trustee, a business advisor or an investment committee. By virtue of his position as sole trustee or his control of a majority of the votes of the investment committee of certain of these trusts, Craig J. Duchossois controls a majority of the membership interests of TIC. Information with respect to Craig J. Duchossois is set forth above and in the body of the Schedule 13D/A. 17 APPENDIX B CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS OF THRALL CAR MANAGEMENT COMPANY, INC. Set forth below are the names, positions with Management Company, business addresses and principal occupations of the directors and executive officers of Management Company. Each individual is a United States citizen.
Names, Positions and Business Addresses Present Principal Occupation --------------------------------------- ---------------------------- Craig J. Duchossois Chief Executive Officer of Duchossois Industries, Inc./1/ Director, Chairman and President 845 Larch Avenue Elmhurst, IL 60126 Richard L. Duchossois/2/ Chairman of Duchossois Industries, Inc./1/ Director and Vice Chairman 845 Larch Avenue Elmhurst, IL 60126 Robert L. Fealy Chief Financial Officer of Duchossois Industries, Inc./1/ Director, Vice President and Secretary 845 Larch Avenue Elmhurst, IL 60126
_________________________ /1/ The principal address of Duchossois Industries, Inc., an Illinois corporation, is 845 Larch Avenue, Elmhurst, IL 60126. Duchossois Industries, Inc., through its subsidiaries, engages in the manufacture of commercial and consumer access control devices and precision machined metal products, and has interests in entertainment and venture capital. /2/ Richard L. Duchossois owns, and has sole voting and disposition power with respect to, 20,000 shares of Common Stock of the Issuer, which is less than 1% of the shares of such Common Stock currently outstanding. 18 The shares of Management Company are owned by various individuals and trusts. The voting and disposition decisions of each trust are controlled by either a trustee, a business advisor or an investment committee. By virtue of his position as sole trustee or his control of a majority of the votes of the investment committee of certain of these trusts, Craig J. Duchossois controls a majority of the outstanding shares of Management Company. Information with respect to Craig J. Duchossois is set forth above and in the body of the Schedule 13D/A. 19 EXHIBIT INDEX Exhibit No. Description ------- ----------- 1 Joint Filing Agreement 2 Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer's Form 8-K (Commission File No. 1-6903) filed August 16, 2001) 3 Stockholder's Agreement 4 Registration Rights Agreement 20 EX-1 3 dex1.txt JOINT FILING AGREEMENT Exhibit 1 --------- JOINT FILING AGREEMENT ---------------------- In connection with the beneficial ownership of shares of common stock, $1.00 par value, of Trinity Industries, Inc., Thrall Investment Company, L.L.C., a Delaware limited liability company, Thrall Car Management Company, Inc., a Delaware corporation, and Craig J. Duchossois hereby agree to the joint filing on behalf of such persons of all filings, including the filing of a Schedule 13D and all amendments thereto under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required under the Exchange Act pursuant to which joint filing statements are permitted. IN WITNESS WHEREOF, the undersigned have caused this Joint Filing Agreement to be executed as of November 5, 2001. THRALL INVESTMENT COMPANY, L.L.C. By: /s/ ROBERT L. FEALY ---------------------------------- Name: Robert L. Fealy Title: Chief Operating Officer, Chief Financial Officer and Treasurer THRALL CAR MANAGEMENT COMPANY, INC. By: /s/ ROBERT L. FEALY ---------------------------------- Name: Robert L. Fealy Title: Vice President and Secretary /s/ CRAIG J. DUCHOSSOIS --------------------------------------- Craig J. Duchossois EX-3 4 dex3.txt STOCKHOLDER'S AGREEMENT EXHIBIT 3 --------- STOCKHOLDER'S AGREEMENT This Stockholder's Agreement, dated as of October 26, 2001 (the "Agreement"), is made by and between Trinity Industries, Inc., a Delaware corporation (the "Company"), and Thrall Car Management Company, Inc., a Delaware corporation ("Newco") (Newco and any other party, including a Permitted Transferee, who, in accordance with the terms of this Agreement, executes and delivers to the Company a written document in the form attached hereto as Exhibit A, agreeing to be bound by this Agreement, are collectively referred to herein as the "Holders" and individually, a "Holder"). WHEREAS, Newco and the Company have executed an Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 13, 2001, pursuant to which the Company will acquire by a statutory merger (through a wholly owned subsidiary) Thrall Car Manufacturing Company, an Illinois corporation and wholly owned subsidiary of Newco ("Thrall"), and in partial consideration therefor, the issued and outstanding shares of Common Stock of Thrall will be converted into Seven Million One Hundred Fifty Thousand (7,150,000) shares of the Company's common stock, $1.00 par value (the "Common Stock"), subject to the terms and conditions of the Merger Agreement and this Agreement; and WHEREAS, capitalized terms used herein shall have the meanings given them in the Merger Agreement, unless otherwise expressly defined herein; NOW, THEREFORE, in consideration of the mutual agreements contained herein and in the Merger Agreement and as inducement to the Company and Newco to enter into the Merger Agreement, the parties hereto agree as follows: Section 1. Definitions. For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1: "Acceptable Designee" means any individual whose business reputation and experience, in the reasonable judgment of the Board of Directors, is comparable or superior to that of Craig Duchossois and whose business interests are not in conflict with the Company's. "Affiliate" means any Person that, directly or indirectly, controls or is controlled by or under common control with, another Person. For the purposes of this definition, "control" (including the terms "controlled by" and "under common control with"), as used with respect to any Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities or by contract or otherwise. "Agreement" is defined in the preamble to this Stockholder's Agreement. 1 "Associate" has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act. "Authority" means any federal, state, local or foreign court, administrative agency or governmental or regulatory authority or body. "Board of Directors" means the Board of Directors of the Company. "Change of Control" means, with respect to Newco or a Permitted Transferee (other than an individual), (i) the acquisition of Newco or the Permitted Transferee, as the case may be, by another Person other than a Related Person or Permitted Transferee by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation or combination, but excluding any merger effected primarily for the purpose of changing the domicile of such entity and excluding a transfer by gift or bequest), (ii) a sale, lease, exchange or other transfer (excluding transfer by way of pledge or hypothecation) in one transaction or a series of related transactions, of all or substantially all of the assets of Newco or the Permitted Transferee, as the case may be, or (iii) the liquidation or dissolution of Newco or the Permitted Transferee, as the case may be, if at the time of such dissolution or liquidation such Person is the owner, beneficially or of record, of Shares in an amount in excess of those Shares owned by such Person immediately prior to the date hereof (Newco shall be deemed to own, as of the time immediately prior to the date of this Agreement, 600,000 Shares for purposes of this definition). "Closing Date" means October 26, 2001. "Closing Price" means, with respect to any securities on any date, the last sale price of such securities on such date on the national securities exchange on which such securities are listed and principally traded, or if such securities are not listed on any national securities exchange, as reported by NASDAQ at the close of business on such date, or if such securities are not listed on any national securities exchange or reported by NASDAQ, the average of the high bid and low bid asked quotations for such securities as reported by the NASD automated quotation system at the close of business on such date, or if on any such date such securities are not quoted or so listed by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such securities mutually selected by the Company and the Selling Holder. "Commission" means the Securities and Exchange Commission. "Common Stock" means shares of the Company's common stock, $1.00 par value. "Company" means Trinity Industries, Inc., a Delaware corporation, and its successors. "Competitor" means any Person directly or indirectly engaged in the business of manufacturing railcars or leasing railcars, if the Person generated at least $100 million in revenues from railcar leasing in each of the Person's last three fiscal years. 2 "Designee" means Craig Duchossois during the period that he is a member of the Board of Directors, and thereafter each Successor Designee during the period that such Person is a member of the Board of Directors. "Disposition" is defined in Section 6(a) of this Agreement. "Encumbrance" means any charge, claim, community property interest, equitable interest, lien, option, right of first refusal or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor law, and regulations and rules issued pursuant to that Act or any successor law. "Family" means Richard Duchossois, his children and their respective spouses and his grandchildren and their respective spouses. "Family Affiliate" means Richard Duchossois and each of his four children (collectively, the "Family Affiliates"). "Holder" and "Holders" are defined in the preamble to this Agreement. "Holding Period" means the period beginning on the Closing Date and ending on the close of business on the earlier to occur of the following: (a) the second anniversary of the Closing Date and (b) the date on which any of the events listed in Sections 8.1.4, 8.1.5, 8.1.6, 8.1.7, 8.1.8 or 8.1.9 of the Merger Agreement occurs. "Market Price" means, with respect to any class of securities on any date, the average of the daily Closing Price of such securities for the 20 consecutive trading days immediately prior to such date. "Market Sale" is defined in Section 6(e) of this Agreement. "Material Interest" means direct or indirect "beneficial ownership" (as defined in Rule 13d-3 under the Exchange Act) of (i) voting securities or other voting interests representing at least 35% of the outstanding voting power of a Person or (ii) equity securities or other equity interests representing at least 35% of the outstanding equity ownership in a Person. "Merger Agreement" is defined in the recitals of this Agreement. "Newco" is defined in the preamble to this Agreement. "Offer" is defined in Section 6(e) of this Agreement. "Offer Price" means, with respect to any Disposition of Shares permitted by this Agreement, the bona fide proposed price per Share in such Disposition. 3 "Organizational Documents" means (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (d) any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person; and (e) any amendment to any of the foregoing. "Permitted Transferee" means (i) any Related Person with respect to Newco or (ii) any Family Affiliate, in each case, who acquires any Shares and executes and delivers to the Company a written document in the form attached hereto as Exhibit A, agreeing to be bound by this Agreement prior to or as of the acquisition of such Shares. "Permitted Percentage" is defined in Section 5(a) of this Agreement. "Prohibited Holder" is defined in Section 6(b)(v) of this Agreement. "Registration Rights Agreement" means that certain Registration Rights Agreement entered into as of the date hereof between the Company and Newco pursuant to the terms of the Merger Agreement. "Related Person" means, with respect to a particular individual: (a) each member of such individual's Family; (b) each Affiliate of such individual; (c) each Person in which such individual or members of such individual's Family hold (individually or in the aggregate) a Material Interest; and (d) each Person with respect to which such individual or one or more members of such individual's Family serves as a director, officer, partner, executor or trustee (or in a similar capacity). "Related Person" means, with respect to a Person other than an individual: (u) each Affiliate of such Person; (v) each Person that holds a Material Interest in such specified Person; (w) each Person that serves as a director, officer, partner, executor or trustee of such specified Person (or in a similar capacity); (x) each Person in which such specified Person holds a Material Interest; (y) each Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity); and (z) each Related Person of any individual described in clause (v) or (w). Without limiting the foregoing, each of Duchossois Industries, Inc., Duchossois TECnology Partners, LLC, Chamberlain Manufacturing Corporation, The Chamberlain Group, Inc. and any Subsidiary of any of the foregoing, meet the definition of "Related Person" with respect to Newco, and Churchill Downs, Inc. and its Subsidiaries do not meet and shall never be deemed to meet the definition of "Related Person" with respect to Newco or any Family Affiliate. "Rights Plan" means that certain Rights Agreement, dated as of March 11, 1999, as amended, between the Company and The Bank of New York. "Securities Act" means the Securities Act of 1933, as amended, or any successor law, and regulations and rules issued pursuant to that Act or any successor law. 4 "Selling Holder" is defined in Section 6(e). "Shares" means the shares of Common Stock acquired by Newco pursuant to the Merger Agreement, together with any Voting Securities (including, without limitation, Common Stock) of the Company now owned or hereafter acquired by Newco or any of the Family Affiliates or subsequent Holders. "Standstill Period" means the period beginning on the Closing Date and terminating on: (i) the seventy-eighth (78/th/) month anniversary of the Closing Date if there is no Designee that is a member of the Board of Directors on the fifth anniversary of the Closing Date or if there is a Designee serving as a member of the Board of Directors on the fifth anniversary of the Closing Date and the Designee has not, on or before such fifth anniversary date, notified the Company in writing, in the form attached hereto as Exhibit B, of the Designee's election to extend the Standstill Period to the tenth anniversary of the Closing Date, or (ii) the tenth anniversary of the Closing Date if there is a Designee serving as a member of the Board of Directors on the fifth anniversary of the Closing Date and such Designee has delivered to the Company an extension notification in the form attached hereto as Exhibit B on or before the fifth anniversary of the Closing Date. "Subsidiary" has the meaning set forth in the Merger Agreement. "Successor Designee" means a nominee (other than Craig Duchossois) for the Board of Directors designated by the Holders in accordance with Section 8. "Third Person" means a Person other than a Holder. "Thrall" is defined in the recitals to this Agreement. "Voting Securities" means any equity securities of the Company generally entitled to vote in the election of directors at any meeting of the stockholders of the Company. Section 2. The Company's Representations and Warranties. The Company represents and warrants to the Holders as follows: (a) Organization and Good Standing. The Company is a corporation duly ------------------------------ organized, validly existing and in good standing under the laws of the State of Delaware. (b) Authority. The Company has the full power and authority to --------- execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) Enforceability. This Agreement has been duly and validly -------------- authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, 5 moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally. (d) No Conflicts. The execution and delivery of this Agreement and the ------------ consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the Organizational Documents of the Company, any law, rule or regulation or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which the Company is a party or by which the Company or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any Authority to which the Company or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would impair the ability of the Company to perform its obligations hereunder. Section 3. Newco's Representations and Warranties. Newco represents and warrants to the Company as follows: (a) Organization and Good Standing. Newco is a corporation duly ------------------------------ organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) Authority. Newco has the full power and authority to execute, --------- deliver and carry out the terms and provisions of this Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. (c) Enforceability. This Agreement has been duly and validly -------------- authorized, executed and delivered by Newco, and constitutes a legal, valid and binding agreement of Newco, enforceable against Newco in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally. (d) Beneficial Ownership. As of the date hereof, Newco is the record -------------------- and beneficial owner of 7,750,000 Shares, and except for the restrictions set forth in this Agreement, Newco owns such Shares free and clear of any Encumbrance. As of the date hereof, none of the Family Affiliates own any Shares of record or beneficially, other than the 150 Shares owned by Craig Duchossois. Except for the rights of Newco and the Family Affiliates to acquire Shares pursuant to the Merger Agreement and this Agreement, none of Newco or the Family Affiliates possesses any rights to acquire any additional Voting Securities. (e) Accredited Investor. Newco is an "accredited investor" within the ------------------- meaning of Regulation D under the Securities Act and it is acquiring the Shares of its own account and not with a view to the public distribution thereof. (f) No Conflicts. The execution and delivery of this Agreement and the ------------ consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or 6 permit the acceleration of any other similar right of any other party under, the Organizational Documents of Newco, any law, rule or regulation, or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which Newco or any Family Affiliate is a party or by which Newco or any Family Affiliate or any of their respective properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any Authority to which Newco or any Family Affiliate or any of their respective properties is subject, the effect of any of which, either individually or in the aggregate, would impair the ability of Newco or any of the Family Affiliates to perform their respective obligations hereunder. Section 4. Covenants of the Holders. (a) Restrictions on Conduct Relating to Corporate Control. During the ----------------------------------------------------- Standstill Period, except (i) upon the prior written approval of the Company or (ii) as otherwise specifically permitted by this Agreement, none of Newco or any Family Affiliate or subsequent Holder shall, directly or indirectly, through one or more intermediaries or otherwise, singly or as part of a partnership, limited partnership, syndicate or other group (as those terms are used within the meaning of Section 13(d)(3) of the Exchange Act, which meanings shall apply for all purposes of this Agreement): (i) make, or in any way participate in, any "solicitation" of "proxies" (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to any Voting Securities (including by the execution of actions by written consent), become a "participant" in any "election contest" (as such terms are defined or used in Regulation 14A under the Exchange Act) with respect to the Company or seek to advise, encourage or influence any Person (except for Persons described in Section 6(b) hereof who are otherwise bound by this Agreement) with respect to the voting of any Voting Securities; provided, however, that none of Newco or any Family Affiliate or subsequent Holder shall be prevented hereunder from being a "participant" in support of the management of the Company, by reason of the membership of a Designee on the Board of Directors or the inclusion of a Designee on the slate of nominees for election to the Board of Directors proposed by the Board of Directors; (ii) initiate, propose or otherwise solicit, or participate in the solicitation of, stockholders for the approval of one or more stockholder proposals with respect to the Company as described in Rule 14a-8 under the Exchange Act or knowingly induce any other individual or entity to initiate any stockholder proposal relating to the Company; (iii) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act), act in concert with any other Person or otherwise take any action or actions which would cause it to be deemed a "person" (for purposes of Section 13(d) of the Exchange Act) (other than to the extent it is a "person" at the time of consummation of the transactions contemplated by the Merger Agreement and this Agreement), with respect to acquiring, disposing of or voting any 7 Voting Securities, except as may result from Dispositions permitted by this Agreement; (iv) participate in or encourage the formation of any "group" (within the meaning of Section 13(d)(3) of the Exchange Act) which owns or seeks or offers to acquire beneficial ownership of securities of the Company or rights to acquire such securities or which seeks or offers to affect the control or management of the Company or for the purpose of circumventing any provision of this Agreement; (v) deposit any Voting Securities in a voting trust or subject any Voting Securities to any arrangement or agreement with respect to the voting of such Voting Securities unless the provisions of the voting trust or arrangement or agreement conform and do not conflict with any of the provisions of this Agreement and all of the parties to the voting trust or arrangement or agreement are otherwise, or agree to be, bound by this Agreement; (vi) seek election to, seek to place a representative on, or seek the removal of any member of, the Board of Directors, except pursuant to Section 8 hereof; (vii) call or seek to have called any meeting of the stockholders of the Company, or sign a written consent authorizing any action to be taken without a meeting of the stockholders of the Company; (viii) solicit, seek or offer to effect, negotiate with or provide any information to any Person (except for Persons described in Section 6(b) hereof who are otherwise bound by this Agreement) with respect to, make any statement or proposal, whether written or oral, either alone or in concert with others, to the Board of Directors, to any director or officer of the Company or to any other stockholder of the Company with respect to, or otherwise formulate any plan or proposal or make any public announcement, proposal, offer or filing under the Exchange Act, any similar or successor statute or otherwise, or take action to cause the Company to make any such filing, with respect to: A. any form of business combination or transaction involving the Company (other than transactions contemplated by this Agreement, including, without limitation, giving the Company an Offer pursuant to Section 6(e), or the Merger Agreement) or any Affiliate thereof, including, without limitation, a merger, exchange offer or liquidation of the Company's or any of its material Subsidiaries' assets; B. any form of restructuring, recapitalization or similar transaction with respect to the Company or any Affiliate thereof, including, without limitation, a merger, exchange offer or liquidation of the Company's or any of its material Subsidiaries' assets; C. any acquisition or disposition of material assets of the Company or any of its material Subsidiaries; 8 D. any request to amend, waive or terminate the provisions of this Agreement; or E. any proposal or other statement inconsistent with the terms of this Agreement; provided, however, that Newco, the Family Affiliates and subsequent Holders may discuss the affairs and prospects of the Company, the status of their investment in the Company and any of the matters described in clauses (A) through (E) of this paragraph at any time, and from time to time, with the Board of Directors or any director or executive officer of the Company or any director or executive officer of any subsidiary of the Company and Newco, the Family Affiliates and subsequent Holders may discuss any matter, including any of the foregoing, with or among Newco, the Family Affiliates and subsequent Holders, or with their outside legal and financial advisors, if as a result of any such discussions they are not required to make, and do not make, any public announcement or filing under the Exchange Act otherwise prohibited by this Agreement as a result thereof; (ix) otherwise act, alone or in concert with others (including by providing financing for another party), to seek or offer to control or influence, in any manner, the management, Board of Directors or policies of the Company; provided, however, that this provision shall not prevent the then Designee from participating in, or otherwise seeking to affect the outcome of, discussions and votes of the Board of Directors with respect to matters coming before it; (x) advise, assist, finance, knowingly instigate or knowingly encourage any third party to take any of the actions enumerated in this Section 4(a); or (xi) disclose or publicly announce any intention, plan or arrangement inconsistent with the foregoing. If Newco, Richard Duchossois or Craig Duchossois receives any written or credible oral proposal, offer or inquiry regarding any of the matters described in this Section 4(a), such Person shall promptly notify the Company in writing of the nature and content of such matter, including the names of the Persons involved with such matter. (b) Prohibitions Against a Change of Control. During the Standstill ---------------------------------------- Period, there shall not occur a Change of Control with respect to Newco or any Permitted Transferee. (c) Voting. During the Standstill Period, Newco and each of the ------ subsequent Holders that own Shares shall be present, in person or by proxy, and without further action hereby agree that they shall be deemed to be present, at all properly called meetings of stockholders of the Company of which Newco and the subsequent Holders have notice so that all Voting Securities beneficially owned by such Persons shall be counted for purposes of determining the presence of a quorum at such meetings. Except as otherwise expressly permitted by this Agreement, during the Standstill Period, at all stockholder meetings at which Voting Securities owned beneficially by Newco and/or the subsequent Holders are entitled to vote, Newco and each of the subsequent Holders shall vote all such Voting 9 Securities in accordance with the recommendation or direction of the Board of Directors, including, without limitation (i) in all elections of directors of the Company as long as the Company is in compliance with Sections 8(a) and (b) of this Agreement and (ii) on all other matters submitted for stockholder approval that are supported by the Board of Directors; provided, that Newco and the subsequent Holders may vote the Voting Securities owned by them as they determine in their sole discretion with respect to any of the following transactions approved by the Board of Directors that are presented at a meeting of stockholders of the Company for their approval: (W) the issuance of any preferred stock if after such issuance the Company will have issued, since the date of this Agreement, preferred stock with an aggregate purchase price of more than $50 million or the issuance of any equity security with voting rights that are greater in any respect than those of the Common Stock, (X) any disposition of the Company (by way of merger, sale of assets or otherwise) or a substantial part of its assets, (Y) any recapitalization of the Company (other than a recapitalization for the purpose of forming a holding company or to effect a change in the Company's state of incorporation), including, without limitation, any leveraged buyout of the Company or similar going-private transaction, or (Z) any liquidation of, or consolidation involving, the Company. Section 5. Restrictions Against the Acquisition of Voting Securities. (a) Restrictions Against Acquisitions. During the Standstill Period, --------------------------------- none of Newco or any Related Person or subsequent Holder shall acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, or exercise any attribute of beneficial ownership (as defined on the date hereof in Rule 13d-3 of the Commission under Section 13(d) of the Exchange Act) with respect to, any Voting Securities of the Company, or direct or indirect rights or options to acquire (through purchase, exchange, conversion or otherwise) any Voting Securities of the Company except: (i) in connection with the consummation of the transactions contemplated by the Merger Agreement; (ii) by way of stock dividend, stock split, reorganization, recapitalization, merger, consolidation or other like distributions made available to holders of Common Stock generally; (iii) through purchases from time to time, in the open market or in privately negotiated transactions, up to an aggregate number of Voting Securities which, when added to the Voting Securities then owned by Newco, the Family Affiliates, the subsequent Holders and their respective Affiliates and Associates (other than Shares permitted to be acquired under Section 5(a)(iv)), would result in such Persons owning together no more than 19.9% of the then outstanding Voting Securities (such percentage being referred to herein as the "Permitted Percentage"); or (iv) in the case of a Designee or former Designee, pursuant to the terms of any director's stock option, stock purchase or other similar plans, if any. 10 (b) Limitation on Percentage Owned. Notwithstanding Section 5(a), ------------------------------ without the prior written approval of the Board of Directors, Newco, the Related Persons and the subsequent Holders may at no time collectively own (without including any Voting Securities owned or acquired by a Designee or former Designee pursuant to the terms of any director's stock option, stock purchase or other similar plans, if any) more than the Permitted Percentage of Voting Securities; provided, however, that Newco, the Family Affiliates and the subsequent Holders may collectively own more than the Permitted Percentage of Voting Securities to the extent resulting from any repurchase of Voting Securities by the Company. (c) Legend for Shares Acquired Other Than Pursuant to the Merger ------------------------------------------------------------ Agreement. Promptly upon the acquisition by Newco or any Family Affiliate or --------- subsequent Holder of any Voting Securities other than pursuant to the Merger Agreement, such Person shall surrender the certificates representing such Shares to the Company and the Company shall place the last two sentences of the legend in Section 7 and, if applicable, the first sentence of the legend in Section 7, on such certificates and thereafter reissue such certificates to such Person. Section 6. Disposition of Shares and the Company's Right of First Refusal. (a) Holding Period Restrictions on Transfer. During the Holding --------------------------------------- Period, none of Newco or any subsequent Holder shall sell, assign, transfer, pledge, hypothecate, encumber, grant any option with respect to or otherwise dispose of any interest in (or enter into any agreement or understanding with respect to the foregoing), directly or indirectly, any Shares (a "Disposition") except: (i) to a Permitted Transferee; or (ii) to a bona fide financial institution in connection with the grant of a pledge or other encumbrance securing a bona fide loan so long as the pledgee agrees in writing prior to the creation of the pledge that upon any transfer to the pledgee or purchaser at foreclosure of any Shares upon any foreclosure or otherwise, such Shares and the pledgee thereof shall remain and become subject to the restrictions contained in this Agreement. (b) Post-Holding Period Restrictions on Transfer. Except as otherwise -------------------------------------------- provided in this Section 6, after the Holding Period and until the termination of the Standstill Period, subject to the provisions of Section 6(e) hereof, none of Newco or any subsequent Holder shall effect a Disposition of any Shares except: (i) to the Company or in a transaction approved by the Chief Executive Officer of the Company in writing prior to such transaction; (ii) to a Permitted Transferee; (iii) pursuant to any tender or exchange offer made pursuant to Section 14(d) of the Exchange Act (A) that is recommended to the stockholders of the Company by the Board of Directors or (B) with respect to which the Board of Directors has stated it will remain neutral and has taken action to redeem its Rights 11 Plan, (it being understood that none of Newco or any subsequent Holder shall tender its Shares pursuant to such tender or exchange offer until the Company has publicly taken a position to recommend such offer or has stated that it will remain neutral and has taken action to redeem the Rights Plan) in accordance with Rule 14e-2 of the Exchange Act, any successor regulation or otherwise; (iv) to a bona fide financial institution in connection with the grant of a pledge or other encumbrance securing a bona fide loan so long as the pledgee agrees in writing prior to the creation of the pledge that upon any transfer to the pledgee or purchaser at foreclosure of any Shares upon any foreclosure or otherwise, such Shares and the pledgee thereof shall remain and become subject to the restrictions contained in this Agreement; (v) to a Third Person pursuant to bona fide open market "brokers' transactions" as permitted by the provisions of Rule 144 under the Securities Act (other than pursuant to the provisions of clause (k) thereof); provided, however, that none of Newco or any subsequent Holder shall effect a Disposition under this clause (v) if such Person knows or has reasonable grounds to believe that such Third Person and such Third Person's Affiliates, or any group of which such Third Person may be a member holds in the aggregate more than (a) 5%, if such Third Person is not entitled to file a Schedule 13G with respect to the ownership of Voting Securities of the Company and (b) 10% if and for so long as such Third Person is entitled to file a Schedule 13G with respect to the ownership of Voting Securities of the Company (any such Third Person who would hold in excess of the referenced percentage being referred to herein as a "Prohibited Holder") of the outstanding Voting Securities after such transaction; (vi) to a Third Person (other than a Competitor) in a valid private placement to a Person that (A) Newco or the subsequent Holder reasonably believes after due inquiry would not be a Prohibited Holder following such transaction and obtains a written representation from the purchaser to that effect or (B) agrees in writing to be bound by the terms of this Agreement and the Board of Directors approves such transaction; or (vii) pursuant to an underwritten public offering under the Securities Act in accordance with the terms of the Registration Rights Agreement, pursuant to which the managing underwriter agrees to effect the sale of the Voting Securities in a manner which shall effect a broad distribution thereof and provided that neither Newco nor any subsequent Holder shall effect a Disposition in an underwritten public offering if such Person knows or has reasonable grounds to believe that a Third Person purchasing Shares in the offering is a Competitor or would be a Prohibited Holder after giving effect to the purchase (other than the underwriters or any selected dealers). (c) Restrictions on Transfer to a Competitor. Except as otherwise ---------------------------------------- provided in this Section 6, neither Newco nor any subsequent Holder shall effect any Disposition of any Shares to a Competitor until after the tenth anniversary of the Closing Date. 12 (d) Restrictions on Transfer to Prohibited Holders. Neither Newco nor any ---------------------------------------------- subsequent Holder shall effect a Disposition of any Shares, if such Person knows or has reasonable grounds to believe that the purchaser would be a Prohibited Holder after giving effect to such Disposition until after the tenth anniversary of the Closing Date. (e) Right of First Refusal. ---------------------- (i) At any time that Newco and the subsequent Holders collectively own 8% or more of the total outstanding Voting Securities, notwithstanding any other provision of this Agreement, during the Standstill Period, neither Newco or any subsequent Holder (a "Selling Holder") shall effect any Disposition (other than to a Permitted Transferee) of more than 1,000,000 Shares in the aggregate in any twelve month period without first making an offer in writing in accordance with this Section 6(e) to sell such Shares to the Company at the Offer Price or the Market Price, as applicable, and upon such other bona fide terms and conditions upon which the Selling Holder proposes to make such Disposition (the "Offer"). Upon receipt of such Offer (which shall also set forth the proposed method of payment, the amount and class of Shares to be sold, the identity (if known) of the Person to whom the Selling Holder proposes to effect the Disposition of such Shares, the other material terms (to the extent known) upon which such Disposition is to be made and all other relevant information reasonably requested by the Company), the Company shall have 10 days to accept such Offer by delivering a written notice to the Selling Holder irrevocably electing to purchase all, but not less than all, of the Shares covered thereby; provided, however, that if the proposed Disposition is to be made pursuant to a tender or exchange offer made pursuant to Section 14(d) of the Exchange Act which is recommended to the stockholders of the Company by the Board of Directors or with respect to which the Company remains neutral and has taken action to redeem the Rights Plan in accordance with Rule 14e-2 of the Exchange Act, any successor regulation or otherwise, the Company shall have one day less than the number of days remaining before such tender or exchange offer, as it may be amended, expires to accept such Offer and notify the Selling Holder of the number of Shares the Company is electing to purchase. If the Company elects to accept such Offer, the closing of the purchase pursuant thereto shall occur, with payment in immediately available funds, on the latest of (i) 5 days after the acceptance by the Company of such Offer, (ii) the closing date provided for in the Offer or (iii) the end of such period of time as the Company and the Selling Holder may reasonably require in order to comply with applicable laws and regulations. Transfers pursuant to Section 6(a), 6(b)(i), 6(b)(ii) and 6(b)(iv) hereof are not subject to the provisions of this Section 6(e). (ii) If the Offer specifies that the Shares are to be sold in the market in a method whereby the price cannot be determined at the time of the making of the Offer (a "Market Sale"), the purchase price for the Shares proposed to be sold shall be equal to the greater of (i) the negotiated price, if any, between the Company and the Selling Holder and (ii) the Market Price of such Shares on the date of such Offer. Market Sales shall be deemed to be for cash. 13 (iii) If the purchase price specified in the Offer includes any property other than cash, such purchase price shall be deemed to be the amount of any cash included in the purchase price plus the value (determined as provided below) of such other property included in such price. The value of any non-cash property shall be determined in the following manner: A. The value of securities which are publicly traded shall be deemed to be the Market Price of such securities on the date of the Offer; and B. The value of any other property shall be determined by an appropriate expert mutually selected by the Company and the Selling Holder. The determination of the dollar value of the non-cash consideration at issue by any such expert shall be made promptly (but in no event more than 15 business days after receipt of the Offer) and shall be conclusive and binding on all the parties hereto. (iv) The Disposition to any Third Party of such Voting Securities shall not be made until such determination referred to in Section 6(e)(iii)(B) has been completed and delivered to all the parties hereto. The Company shall have the later of (i) five business days after the receipt of such determination by the expert referred to in Section 6(e)(iii)(B) and (ii) the applicable time period set forth in Section 6(e)(i) within which to accept such Offer. (v) If the Company has not exercised its option to purchase the Shares pursuant to the Offer, the Selling Holder shall be free, for a period of 60 days (or, if longer, 60 days from the effective date of a registration statement under the Securities Act, if such registration is required) from the date of the Company's rejection of the Offer (which, unless the Company shall have given written notice of its rejection of the Offer, shall be deemed to have occurred on the last day on which the Company could accept the Offer in accordance herewith), to sell all of the Shares proposed to be sold to the third party transferee, subject to the provisions of this Agreement, at a price equal to or greater than the price specified in the Offer and in the manner and on terms no less favorable to the Selling Holder than were specified in the Offer. If the Shares are not sold within such 60-day period, they shall again become subject to the procedures provided in this Section 6. If the Shares are sold pursuant to the Offer, then the Selling Holder shall give the Company written notice promptly upon such Disposition by the Selling Holder. (f) Notice of Disposition. To the extent that a Disposition of Shares --------------------- hereunder was not subject to Section 6(e) above, Newco or the subsequent Holder, as the case may be, shall give the Company prompt written notice after such Disposition by such Person and shall describe in reasonable detail in such notice the provisions of this Section 6 pursuant to which such Disposition was effected and the detail relating to the sale (including the amount and class of Shares to be sold, the identity (if known) of the Person to whom such Person effected the Disposition of such Shares, the other material terms (to the extent known) upon which such Disposition was made and all other relevant information reasonably requested by the Company). 14 (g) Excluded Shares. Notwithstanding anything to the contrary in --------------- Sections 6(a) through (f), neither the 600,000 Shares owned by Newco on the date of this Agreement nor the 150 Shares owned by Craig Duchossois on the date of this Agreement shall be subject to the provisions of Sections 6(a) through (f) of this Agreement. (h) Dispositions Null and Void. Dispositions of Shares in violation -------------------------- of the provisions of this Agreement shall be null and void and the Shares subject to such Disposition shall remain subject to this Agreement. Section 7. Legend on Certificates. (a) Legend. Each of Newco and the subsequent Holders hereby ------ acknowledges and agrees that each of the certificates representing the Shares held by such Person shall be subject to stop transfer instructions and shall include the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF ONLY IF REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THESE SHARES ARE SUBJECT TO CERTAIN LIMITATIONS ON TRANSFER AND A VOTING AGREEMENT SET FORTH IN A STOCKHOLDER'S AGREEMENT DATED AS OF OCTOBER 26, 2001 BETWEEN TRINITY INDUSTRIES, INC. AND NEWCO. A COPY OF SUCH AGREEMENT IS ON FILE WITH THE SECRETARY OF TRINITY INDUSTRIES, INC. (b) Removal of Legends. Within one business day after receipt by the ------------------ Company of a written demand by Newco, a Family Affiliate or subsequent Holder, the Company agrees to instruct the transfer agent to (i) terminate the stop transfer instructions and remove the legend with respect to Shares being transferred pursuant to Section 6(b)(v) or 6(b)(vi) of this Agreement, (ii) terminate stop transfer instructions and remove all but the first sentence of the above legend with respect to Shares being transferred pursuant to Section 6(b)(i) or 6(b)(iii), and (iii) remove the first sentence of the above legend if the Company is furnished an opinion of counsel reasonably satisfactory to the Company that such Shares may be freely transferred under applicable securities laws, but only with respect to the Shares being transferred. Section 8. Directors Designated by the Holders. (a) Nomination of Designee. As promptly as practicable after the ---------------------- Closing Date, and subject to applicable law, the- Company shall take or cause to be taken all necessary actions to appoint or elect to the Board of Directors, and at each annual meeting of the stockholders of the Company following the Closing Date and prior to the termination of the Standstill Period, for so long as Newco, the Family Affiliates and the subsequent Holders own in the aggregate more than 7.5% of the then outstanding Voting Securities of the Company, the Company shall nominate, or cause to be nominated Craig Duchossois as a member of the Board of Directors. If Craig Duchossois or any Successor Designee is unable 15 or unwilling at any time to serve as a member of the Board of Directors, then the holders of a majority of the Shares then held by Newco, the Family Affiliates and the subsequent Holders may provide the Company written notice containing the name of a proposed Successor Designee (as determined by the holders of a majority of the Shares then held by Newco, the Family Affiliates and the subsequent Holders) and all information required by Regulation 14A and Schedule 14A under the Exchange Act with respect to such proposed Successor Designee. If the proposed Successor Designee is an Acceptable Designee, then, subject to applicable law, the Company shall nominate, or cause to be nominated the Successor Designee as a member of the Board of Directors. (b) Election of Designee. Subject to applicable law, during the -------------------- Standstill Period, the Company shall use its reasonable efforts to cause the election of the Designee to the Board of Directors at the next meeting of the Company's stockholders at which directors are to be elected, and the Company shall use its reasonable efforts to cause the reelection of the Designee to the Board of Directors at each meeting of stockholders of the Company at which the Designee's term as a director for election will expire. Reasonable efforts under this clause (b) shall include the solicitation of proxies in favor of the election of the Designee, it being understood that efforts consistent with those used for other members of the slate of nominees recommended by the Board of Directors shall be deemed reasonable. (c) Resignation of Designee. Newco shall take all actions necessary ----------------------- to cause the Designee to resign immediately (i) upon the fifth anniversary of the Closing Date if the Standstill Period is not extended as provided for herein and the Board of Directors requests the Designee's resignation or (ii) upon the tenth anniversary of the Closing Date if the Standstill Period is extended as provided in Section 1 and the Board of Directors requests the Designee's resignation. (d) Nomination for Filling Vacancies. During the Standstill Period, -------------------------------- if and so long as Newco and the subsequent Holders own in the aggregate 19.9% of the then outstanding Voting Securities of the Company, the holders of a majority of the Shares held by Newco and the subsequent Holders may recommend (as determined by the holders of a majority of the Shares held by such Persons) to the Company a potential nominee to fill the vacancy on the Board of Directors; provided, however, the Company is not obligated to nominate such potential nominee. Section 9. Newco Responsible for Family Affiliates and Permitted Transferees. Newco shall cause each of the Family Affiliates and Permitted Transferees to comply with the terms of this Agreement, and Newco shall be responsible for any failure by the Family Affiliates and Permitted Transferees to comply with such terms. Section 10. Filing Notification. To the extent that any of Newco, a Family Affiliate, subsequent Holder or the Company is required to make any filings with the Commission in connection with the transactions contemplated by this Agreement, such party shall give the other parties a 16 reasonable opportunity to review and comment on such filings prior to the filing thereof with the Commission. Section 11. Specific Performance. Each of the parties hereto recognizes and acknowledges that this Agreement is an integral part of the transactions contemplated in the Merger Agreement, that the Company would not have entered into the Merger Agreement unless this Agreement was executed and that a breach by a party of any covenants or agreements contained in this Agreement shall cause the other party to sustain injury for which it would not have an adequate remedy at law for money damages. Therefore each of the parties hereto agrees that in the event of any such breach, the aggrieved party shall be entitled to the remedy of specific performance of such covenants and agreements and agreements and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the parties hereto further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief. Section 12. Amendment and Modification. This Agreement may be amended, modified and supplemented only by written agreement of the Company and the holders of at least a majority of the Shares held by the Holders. Section 13. Notices. All notices, requests, demands and other communications required or permitted under this Agreement must be in writing and shall be deemed to have been duly given when (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below: If to Newco, to: c/o Duchossois Industries, Inc. Attn: Corporate Secretary 845 Larch Avenue Elmhurst, Illinois 60126-1196 Attention: Corporate Secretary Facsimile: (630) 530-6051 or to such other Person or address as Newco shall furnish to the Company. If to the Company, to: Trinity Industries, Inc. 2525 Stemmons Freeway 17 Dallas, Texas 75207-2401 Attention: Michael G. Fortado Facsimile: (214) 589-8824 With a copy, to: Haynes and Boone, LLP 901 Main Street, Suite 3100 Dallas, Texas 75202 Attention: Michael M. Boone Facsimile: (214) 651-5940 or to such other Person or address as the Company shall furnish to the Holder in writing. Section 14. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall fail to be in effect only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement or of any such provision. Section 15. Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but except as otherwise provided for or permitted herein neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party. Section 16. Governing Law. This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. Section 17. Number of Shares. All references to specific numbers of shares and references to the Common Stock in this Agreement shall be with regard to the capitalization of the Company on the date hereof and are subject to the appropriate adjustments for any stock split, reverse stock split, stock dividend, subdivision, reclassification, split, combination, exchange, recapitalization or similar transaction. 18 Section 18. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 19. Headings. The headings of the Sections of this Agreement are inserted for convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement. Section 20. Entire Agreement. This Agreement, the Merger Agreement and all agreements referenced herein and therein set forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto. Section 21. Third Parties. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any Person, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement. Section 22. Termination. (a) Termination Following Change of Control. This Agreement shall --------------------------------------- terminate on the date that the individuals who as of the date of this Agreement constituted the Board of Directors of the Company (together with any new directors whose election or appointment by the Board of Directors or whose nomination for election by the stockholders of the Company was approved by a vote of a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority of the Board of Directors then in office, excluding any director elected pursuant to Section 8 of this Agreement. (b) Termination With Respect to a Holder. This Agreement shall ------------------------------------ terminate with respect to a Holder (other than Newco but including subsequent Holders) as of the date that such Holder does not own of record or beneficially any Voting Securities. * * * * * 19 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed, all as of the day and year first above written. TRINITY INDUSTRIES, INC. By: /s/ John Lee --------------------------------- Name: John M. Lee ------------------------------- Title: Vice President Business ------------------------------ Development ------------------------------ THRALL CAR MANAGEMENT COMPANY, INC. By: /s/ Robert L. Fealy -------------------------------- Name: Robert L. Fealy ------------------------------ Title: Vice President and Secretary ------------------------------ 20 EXHIBIT A Form of Counterpart Signature Page This Addendum Agreement (this "Addendum Agreement") made this _____ day ------------------ of _________, 200_, among _______________ (the "New Holder"), Trinity ---------- Industries, Inc., a Delaware corporation (the "Company"), and such stockholders ------- (the "Holders") of the Company who are parties to that certain Stockholders ------- Agreement dated as of October 26, 2001 (the "Agreement") among the Company and --------- the Holders. W I T N E S S E T H: WHEREAS, the Company and a Holder entered into the Agreement to impose certain restrictions and obligations upon the Holders and the shares of capital stock of the Company (the "Shares") owned by such Holders; WHEREAS, the New Holder is desirous of acquiring Shares from Newco; and WHEREAS, the Company and the Holders have required in the Agreement that, except as expressly provided in the Agreement, all Persons acquiring Shares from Newco or another Holder must enter into an Addendum Agreement binding the New Holders to the Agreement to the same extent as if it were an original party thereto, so as to promote the mutual interests of the Company, the Holders and the New Holders by imposing the same restrictions and obligations on the New Holder and the Shares owned by the New Holder as were imposed upon the Holders under the Agreement. NOW, THEREFORE, in consideration of the mutual promises of the parties, and as a condition of the acquisition of the Shares, the New Holder acknowledges that the New Holder has read the Agreement. The New Holder shall be bound by, and shall have the benefit of, all the terms and conditions set out in the Agreement to the same extent as if the New Holder were a "Holder" as defined in the Agreement. The New Holder represents and warrants to the Company as follows: (a) Organization and Good Standing. If the New Holder is a ------------------------------ corporation, the New Holder is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) Authority. The New Holder has the full power and authority to --------- execute, deliver and carry out the terms and provisions of this Addendum Agreement and the Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Addendum Agreement and the Agreement. 21 (c) Enforceability. This Addendum Agreement and the Agreement have been -------------- duly and validly authorized, executed and delivered by the New Holder, and constitutes a legal, valid and binding agreement of the New Holder, enforceable against the New Holder in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally. (d) Beneficial Ownership. As of the date hereof, the New Holder is the -------------------- record and beneficial owner of _____________ Shares, and except for the restrictions set forth in the Agreement, the New Holder owns such Shares free and clear of any Encumbrance. The New Holder does not possess any rights to acquire any additional Voting Securities. (e) Accredited Investor. The New Holder is an "accredited investor" ------------------- within the meaning of Regulation D under the Securities Act and it is acquiring its Shares of its own account and not with a view to the public distribution thereof. (f) No Conflicts. The execution and delivery of this Addendum Agreement ------------ and the Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the Organizational Documents of the New Holder (other than a New Holder who is an individual), any law, rule or regulation, or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which the New Holder is a party or by which the New Holder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any Authority to which the New Holder or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would impair the ability of the New Holder to perform its obligations hereunder. This Addendum Agreement shall be attached to and become a part of the Agreement. New Holder ___________________________________ Name: Address for notices under the Agreement: ___________________________________ ___________________________________ ___________________________________ ___________________________________ 22 The spouse of the New Holder acknowledges that such spouse has read the Agreement. Such spouse is fully aware of, understands and fully consents and agrees to the terms and conditions of the Agreement and that such spouse's awareness, understanding, consent and agreement is evidenced by such spouse's execution and delivery of this Addendum Agreement. __________________________________ Name of Spouse: Agreed to on behalf of the Holder and the Company pursuant to the Agreement. TRINITY INDUSTRIES, INC. By: ______________________________ Name: ____________________________ Title: ___________________________ 23 EXHIBIT B Form of Standstill Notice ____________ __, 200_ Trinity Industries, Inc. 2525 Stemmons Freeway Dallas, Texas 75207 Attn: General Counsel Re: Agreement to Extend Standstill Period Ladies and Gentlemen: Reference is hereby made to the Stockholders Agreement dated October 26, 2001, among Trinity Industries, Inc., a Delaware corporation (the "Company") and the ------- stockholders named therein (the "Stockholders Agreement"). The undersigned ---------------------- hereby delivers to the Company notification pursuant to the Stockholders Agreement that the Standstill Period is extended to the tenth anniversary of the Closing Date. Initially capitalized terms used but not defined herein have the meanings set forth in the Stockholders Agreement. ________________________________________ [Craig Duchossois or Successor Designee] 24 ADDENDUM AGREEMENT This Addendum Agreement (this "Addendum Agreement") made this 26th day of October, 2001, among Thrall Investment Company, L.L.C., a Delaware limited liability company (the "New Holder"), Trinity Industries, Inc., a Delaware corporation (the "Company"), and such stockholders (the "Holders") of the Company who are parties to that certain Stockholders Agreement dated as of October 26, 2001 (the "Agreement") among the Company and the Holders. W I T N E S S E T H: WHEREAS, the Company and a Holder entered into the Agreement to impose certain restrictions and obligations upon the Holders and the shares of capital stock of the Company (the "Shares") owned by such Holders; WHEREAS, the New Holder is desirous of acquiring Shares from Newco; and WHEREAS, the Company and the Holders have required in the Agreement that, except as expressly provided in the Agreement, all Persons acquiring Shares from Newco or another Holder must enter into an Addendum Agreement binding the New Holders to the Agreement to the same extent as if it were an original party thereto, so as to promote the mutual interests of the Company, the Holders and the New Holders by imposing the same restrictions and obligations on the New Holder and the Shares owned by the New Holder as were imposed upon the Holders under the Agreement. NOW, THEREFORE, in consideration of the mutual promises of the parties, and as a condition of the acquisition of the Shares, the New Holder acknowledges that the New Holder has read the Agreement. The New Holder shall be bound by, and shall have the benefit of, all the terms and conditions set out in the Agreement to the same extent as if the New Holder were a "Holder" as defined in the Agreement. The New Holder represents and warrants to the Company as follows: (a) Organization and Good Standing. The New Holder is duly organized, ------------------------------ validly existing and in good standing under the laws of the jurisdiction of its organization. (b) Authority. The New Holder has the full power and authority to --------- execute, deliver and carry out the terms and provisions of this Addendum Agreement and the Agreement and consummate the transactions contemplated hereby, and has taken all necessary action to authorize the execution, delivery and performance of this Addendum Agreement and the Agreement. (c) Enforceability. This Addendum Agreement and the Agreement have been -------------- duly and validly authorized, executed and delivered by the New Holder, and constitutes a legal, valid and binding agreement of the New Holder, enforceable against the New Holder in accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting creditors' rights generally. (d) Beneficial Ownership. As of the date hereof, the New Holder is the -------------------- record and beneficial owner of 7,150,000 Shares, and except for the restrictions set forth in the Agreement, the New Holder owns such Shares free and clear of any Encumbrance. The New Holder does not possess any rights to acquire any additional Voting Securities. (e) Accredited Investor. The New Holder is an "accredited investor" ------------------- within the meaning of Regulation D under the Securities Act and it is acquiring its Shares of its own account and not with a view to the public distribution thereof. (f) No Conflicts. The execution and delivery of this Addendum Agreement ------------ and the Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in the breach of any of the terms or conditions of, constitute a default under or violate, accelerate or permit the acceleration of any other similar right of any other party under, the Organizational Documents of the New Holder (other than a New Holder who is an individual), any law, rule or regulation, or any agreement, lease, mortgage, note, bond, indenture, license or other document or undertaking, to which the New Holder is a party or by which the New Holder or its properties may be bound, nor will such execution, delivery and consummation violate any order, writ, injunction or decree of any Authority to which the New Holder or any of its properties is subject, the effect of any of which, either individually or in the aggregate, would impair the ability of the New Holder to perform its obligations hereunder. This Addendum Agreement shall be attached to and become a part of the Agreement. THRALL INVESTMENT COMPANY, L.L.C. By: /s/ Craig J. Duchossis ------------------------------------- Name: Craig J. Duchossis Title: Chief Executive Officer Address for notices under the Agreement: c/o Duchossois Industries, Inc. 845 Larch Ave. Elmhurst, Illinois 60126 Attention: Craig J. Duchossois Facsimile: (630) 530-6051 Agreed to on behalf of the Holder and the Company pursuant to the Agreement. TRINITY INDUSTRIES, INC. By: /s/ John Lee ------------------------- Name: John M. Lee ------------------------- Title: Vice President ------------------------- Business Development ------------------------- EX-4 5 dex4.txt REGISTRATION RIGHTS AGREEMENT EXHIBIT 4 --------- REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") dated as of October 26, 2001, is made by and between Trinity Industries, Inc., a Delaware corporation ("Parent"), and Thrall Car Management Company, Inc., a Delaware corporation ("Newco"). WHEREAS, Parent, Newco, TCMC Acquisition Corp., an Illinois corporation ("Merger Sub"), and Thrall Car Manufacturing Company, an Illinois corporation and wholly owned subsidiary of Newco ("Company"), have entered into an Agreement and Plan of Merger dated as of August 13, 2001 (the "Merger Agreement"), pursuant to which Merger Sub will merge with and into Company, with Company becoming a wholly owned subsidiary of Parent; WHEREAS, pursuant to the Merger Agreement, Newco will acquire Seven Million One Hundred Fifty Thousand (7,150,000) shares (collectively, the "Shares") of Parent's common stock, $1.00 par value per share ("Common Stock"); and WHEREAS, Parent wishes to grant to Newco certain registration rights with respect to the Shares; NOW, THEREFORE, in consideration of the premises and the mutual premises, representations, warranties and covenants hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows: ARTICLE 1 DEFINITIONS For purposes of this Agreement, the following terms have the meanings specified or referred to in this Article 1: --------- "Agreement" is defined in the preamble of this Agreement. "Business Day" means any day except a Saturday, Sunday or other day in which commercial banks in Dallas, Texas are closed. "Common Stock" is defined in the recitals to this Agreement. "Demand Registration" is defined in Section 2.1. ----------- "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any successor law, and regulations and rules issued pursuant to that Act or any successor law, all as the same shall be in effect at the time. "Holder Indemnitees" is defined in Section 2.7. ----------- "Holders" means (i) Newco and (ii) any valid transferee of Shares under the Stockholder's Agreement dated the date hereof between Parent and Newco from Newco or from a Holder described in this subparagraph (ii). "Indemnified Party" is defined in Section 2.7. ----------- "Indemnifying Party" is defined in Section 2.7. ----------- "Losses" is defined in Section 2.7. ----------- "Merger Agreement" is defined in the recitals to this Agreement. "Merger Sub" is defined in the recitals to this Agreement. "Newco" is defined in the preamble to this Agreement. "Newco Indemnitees" is defined in Section 2.7. ----------- "Notice" is defined in Section 2.1. ----------- "Parent" is defined in the preamble to this Agreement. "Participating Holders" means the Holders offering Registrable Securities for sale pursuant to a Demand Registration or a Piggy-Back Registration. "Piggy-Back Registration" is defined in Section 2.2. ----------- "Qualified Selling Stockholders" means (i) the Participating Holders and (ii) any other Selling Stockholder (or group of Selling Stockholders whose rights to participate in a Piggy-Back Registration arise out of a single agreement with Parent) that owns at least the same number of shares of then-outstanding Common Stock as the Holders. "Registrable Securities" means (i) the Shares and (ii) any Common Stock issued or issuable at any time or from time to time in respect of the Shares or the Common Stock described in this subparagraph (ii) upon a stock split, stock dividend, recapitalization or other similar event involving Parent. The terms "register," "registered", and "registration" refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering by the SEC of the effectiveness of such registration statement. "Registration Expenses" means all expenses of registration, other than Selling Expenses, incurred by Parent in complying with Sections 2.1 and 2.2 ------------ --- hereof, including, without limitation, all registration, qualification and filing fees, exchange listing fees, printing expenses, escrow fees and disbursements of counsel for Parent, fees and expenses with respect to blue sky or other state securities laws and the expense of any special audits incident to or required by any such registration and amendments or supplements in connection therewith. "Request" is defined in Section 2.1. ----------- "Restricted Securities" has the meaning given to such term in Rule 144 promulgated under the Securities Act. 2 "SEC" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Securities Act" means the Securities Act of 1933, as amended, or any successor law and the regulations and rules issued pursuant to that Act or any successor law, all as the same shall be in effect at the time. "Selling Expenses" means the underwriting discounts, selling commissions and stock transfer taxes applicable to the Registrable Securities registered by a Holder and all fees and expenses of counsel and any accountants for such Holder. "Selling Stockholders" means the stockholders of Parent offering securities for sale pursuant to a Demand Registration or a Piggy-Back Registration. "Shares" is defined in the recitals to this Agreement. "Underwritten Public Offering" means a public offering in which the Common Stock is offered and sold on a firm commitment basis through one or more underwriters, all pursuant to an underwriting agreement between Parent and/or one or more stockholders of Parent and such underwriter(s). ARTICLE 2 REGISTRATION RIGHTS 2.1 Requested Registration. ---------------------- (a) Subject to the terms hereof (and except as otherwise provided in Section 2.11), at any time and from time to time after the second ------------ anniversary of the date of this Agreement, the Holder(s) may make a written request (the "Request") that Parent register under the Securities Act on Form S-3 (or if Parent is not eligible to use Form S-3, then Form S-1 or Form S-2), or any similar form then in effect, all or any portion of the Registrable Securities held by the Holders (a "Demand Registration"). The Request shall (i) specify the number of shares of Registrable Securities intended to be offered and sold (which amount shall be no less than Two Million Five Hundred Thousand (2,500,000) shares of Common Stock), (ii) express the present intention of the Holders participating in such request to offer or cause the offering of such Registrable Securities for distribution, and (iii) describe the nature or method of the proposed offer and sale thereof. Within ten (10) Business Days after receipt of the Request, Parent will give written notice of the receipt thereof (the "Notice") to all the Holders who did not participate in the Request. Parent shall include in any Demand Registration all Registrable Securities with respect to which Parent has received written requests for the inclusion therein within ten (10) Business Days after the delivery by Parent of the Notice. Each such request for inclusion of Registrable Securities shall (i) specify the number of shares of Registrable Securities intended to be offered and sold and (ii) contain the undertaking of the Holder to provide all such information and materials and take all such action as may be required in order to permit Parent to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Demand Registration. 3 (b) As soon as practicable after receipt of a Request, Parent shall use all reasonable efforts to promptly effect such Demand Registration (including, without limitation, filing post-effective amendments, appropriate qualifications under applicable blue sky laws or other compliance). (c) Notwithstanding the foregoing, (i) Parent shall not be obligated to cause any special audit to be undertaken in connection with any Demand Registration and (ii) Parent shall be entitled to postpone for a reasonable period of time the filing of any Demand Registration otherwise required to be prepared and filed by it (A) to the extent necessary to prepare the financial statements of Parent for the fiscal period most recently ended prior to the Request; (B) if filing a Demand Registration would materially adversely affect (including, without limitation, through the premature disclosure thereof) a proposed financing, reorganization, recapitalization, merger, consolidation or similar transaction; or (C) if Parent notifies the Holders participating in the Request that in the good faith judgment of the Board of Directors of Parent, such registration would be seriously detrimental to Parent, and the Board of Directors of Parent has concluded to defer the filing of such registration statement; provided, however, that in the event of a delay pursuant to clause (B), Parent shall not be entitled to delay the filing for more than ninety (90) days and in the event of a delay pursuant to clause (C), Parent shall not be entitled to delay the filing for more than one hundred eighty (180) days. (d) Parent shall be obligated to register Registrable Securities for the Holders pursuant to this Section 2.1 on two occasions only. ----------- (e) Notwithstanding any request for a Demand Registration, Parent, at its sole option, may initiate a registration for Common Stock for its own account relating to an Underwritten Public Offering. In such event, any outstanding request by the Holders for a Demand Registration shall immediately be converted into a right to sell Registrable Securities pursuant to and subject to Section 2.2 hereof and shall not be considered a ----------- Demand Registration. (f) For purposes of this Section 2.1, Parent shall be entitled to ----------- accept as a valid Request from the Holders a Request from Newco (or from Mr. Craig Duchossois if Newco no longer exists or ceases to be controlled by Mr. Richard Duchossois, or from the person designated by the Holders of a majority of the Registrable Securities then outstanding if Mr. Craig Duchossois is unable or unwilling to so serve). 2.2 Parent Registration. ------------------- (a) Subject to the terms hereof (and except as otherwise provided in Section 2.10), if at any time or from time to time after the second ------------- anniversary of the date of this Agreement, Parent shall determine to register any of its Common Stock for its own account relating to an Underwritten Public Offering, Parent shall: (i) promptly, but in any event at least thirty (30) days before Parent files a registration statement pursuant to an Underwritten Public Offering, give to each Holder written notice thereof; and 4 (ii) include in such registration (a "Piggy-Back Registration") (and any related qualification under blue sky laws or other compliance), and in the underwriting involved therein, such Registrable Securities as each Holder may request in a writing delivered to Parent within twenty (20) days after the delivery of Parent's written notice delivered pursuant to Section 2.2(a)(i) above. ---------------- (b) Parent shall have the right to terminate or withdraw any Piggy-Back Registration initiated by it under this Section 2.2 prior to ----------- the effectiveness of such registration whether or not any Holder has elected to include its Registrable Securities in such registration, provided, however, that in such event, Parent shall promptly pay all reasonable out-of-pocket costs and expenses of the Holders (including, without limitation, all reasonable fees and disbursements of one law firm chosen to represent the Holders) incurred in connection with such terminated registration. (c) Without limiting the generality or effect of any other provision hereof, Parent shall not be required to effect any Piggy-Back Registration pursuant to this Section 2.2 incidental to the ----------- registration of any of its securities in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock option or other employee benefit plans. 2.3 Underwriting. ------------ (a) The underwriter or underwriters of any Demand Registration shall be selected by the Holders delivering the Request, which underwriter or underwriters shall be reasonably acceptable to Parent, and the underwriter or underwriters of any Piggy-Back Registration shall be selected by Parent. Each Holder's rights under this Article 2 --------- shall be conditioned upon such Holder's participation as a Participating Holder in such underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. Parent, each Participating Holder and all other Selling Stockholders shall enter into an underwriting agreement in customary form with the managing underwriter selected for such Underwritten Public Offering as provided above. If a Holder refuses to enter into, and perform such Holder's obligations as a Participating Holder under, such underwriting agreement, then the Registrable Securities held by such Holder will not be included in any registration effected pursuant thereto. (b) If the managing underwriter for a Piggy-Back Registration determines in its reasonable judgment that the inclusion of such Registrable Securities would materially adversely affect such offering, the managing underwriter may limit some or all of the Registrable Securities that may be included in the registration and underwriting as follows: the number of Registrable Securities that may be included in the registration and underwriting by a Participating Holder shall be determined by multiplying the number of shares of securities of all Selling Stockholders that the managing underwriter is willing to include in such registration and underwriting, times a fraction, the numerator of which is the number of Registrable Securities requested to be included in such registration and underwriting by such Participating Holder, and the denominator of which is either (i) at any time that the Holders hold in the aggregate less than 15% of the then-outstanding shares of Common Stock, the total number of securities that all Selling Stockholders have requested to have included in such registration and underwriting, or (ii) at any time that the Holders hold in the aggregate at least 15% of the then-outstanding shares of Common Stock, the total number of securities 5 that all Qualified Selling Stockholders have requested to have included in such registration and underwriting. To facilitate the allocation of shares in accordance with the above provisions, Parent may round the number of shares allocable to any such Participating Holder to the nearest one hundred (100) shares. If any Participating Holder disapproves of the terms of any such underwriting, it may elect to withdraw therefrom by written notice to Parent and the managing underwriter, delivered not less than seven days before the effective date of such registration. 2.4 Expenses of Registration. All Registration Expenses incurred in ------------------------ connection with all registrations pursuant to Sections 2.1 and 2.2 shall be ------------ --- borne by Parent. Unless otherwise stated herein, all Selling Expenses relating to securities registered on behalf of any Participating Holder shall be borne by such Participating Holder. 2.5 Registration Procedures. In the case of each registration, ----------------------- qualification or compliance effected by Parent pursuant to this Agreement, Parent will keep each Participating Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense, Parent shall: (a) prepare and file with the SEC a registration statement with respect to such securities and use all reasonable efforts to cause such registration statement to become and remain effective with respect to a registration statement filed regarding an Underwritten Public Offering, for the lesser of (i) 90 days or (ii) until the distribution described in such registration statement has been completed; (b) furnish to each underwriter participating in the Underwritten Public Offering associated with such registration, such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as such underwriter may reasonably request in order to facilitate the public sale of the Registrable Securities by such underwriter, and promptly furnish to each underwriter and Participating Holder notice of any stop-order or similar notice issued by the SEC or any state agency charged with the regulation of securities, and notice of NYSE or any other securities exchange listing relating to the Registrable Securities sought to be registered; (c) furnish prospectuses, including preliminary prospectuses and amendments and supplements thereto, to the Participating Holders, all in accordance with applicable securities laws; (d) apply to register or otherwise qualify the Registrable Securities offered by the Participating Holders or any of them under all applicable blue sky laws of any state; (e) notify the Participating Holders promptly of (i) any action by the SEC to suspend the effectiveness of such registration statement or the institution or threatening of any proceeding for such purpose (a "stop order") or (ii) the receipt by Parent of any notification with respect to the suspension of the qualification of the Registrable Securities included in such registration pursuant to the registration statement in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Immediately upon receipt of any such notice, the Participating Holders shall cease to offer or sell any Registrable Securities included in such registration pursuant to the registration statement in the jurisdiction to which such stop order or suspension relates. Parent shall use all reasonable efforts to prevent the 6 issuance of any such stop order or the suspension of any such qualification and, if any such stop order is issued or any such qualification and, if any such stop order is issued or any such qualification is suspended, to obtain as soon as possible the withdrawal or revocation thereof, and shall notify the Participating Holders at the earliest practicable date of the date on which the Participating Holders may offer and sell Registrable Securities pursuant to the registration statement; and (f) Parent shall notify the Participating Holders promptly of the occurrence of any event or the existence of any facts that, in the judgment of Parent, should be set forth in such registration statement. Immediately upon receipt of such notice, the Participating Holders shall cease to offer or sell any Registrable Securities pursuant to such registration statement, cease to deliver or use such registration statement and, if so requested by the Parent, return to Parent, at Parent's expense, all copies (other than permanent file copies) of such registration statement. Parent shall, as promptly as practicable, take such action as may be necessary to amend or supplement such registration statement in order to set forth or reflect such event or facts. Parent shall furnish copies of such proposed amendment or supplement to the Participating Holders and shall not file or distribute such amendment or supplement without the prior consent of Participating Holders, which consent shall not be unreasonably withheld. 2.6 Cooperation. In connection with any registration effected by Parent ----------- pursuant to this Agreement, Parent shall (a) enter into such customary agreements (including an underwriting agreement containing such representations and warranties by Parent and such other terms and provisions, including indemnification provisions, as are customarily contained in underwriting agreements for comparable offerings) and take all such other actions as the Participating Holders or the underwriters, if any, participating in such registration may reasonably request in order to expedite or facilitate such registration; (b) furnish, at the request of the Participating Holders or any underwriter participating in such registration, (i) a comfort letter or letters, dated the date of the final prospectus with respect to the registration and/or the date of the closing for the registration from the independent certified public accountants of Parent and addressed to the Participating Holders and any underwriters participating in such registration, which letter or letters shall state that such accountants are independent with respect to Parent within the meaning of Rule 1.01 of the Code of Professional Ethics of the American Institute of Certified Public Accountants and shall address such matters as the Participating Holders and underwriters may reasonably request and as may be customary in transactions of a similar nature for similar entities and (ii) an opinion, dated the date of the closing for the registration, of the counsel representing Parent with respect to such registration (which counsel may be the General Counsel of Parent or other counsel reasonably satisfactory to the Participating Holders), addressed to the Participating Holders and any such underwriters, which opinion shall address such matters as they may reasonably request and as may be customary in transactions of a similar nature for similar entities; and (c) make available for inspection by the Participating Holders, the underwriters, if any, participating in such registration (which inspecting underwriters shall, if reasonably possible, be limited to any manager or managers for such participating underwriters), counsel 7 for the Participating Holders, one accountant or accounting firm retained by Participating Holders and any such underwriters, or any other agent retained by the Participating Holders or such underwriters, all financial and other records, corporate documents and properties of Parent, and supply such additional information, as they shall reasonably request; provided that any such party shall keep the contents thereof confidential. 2.7 Indemnification. --------------- (a) To the extent permitted by law, Parent will indemnify and hold harmless each Participating Holder and each of its officers and directors and partners, if any, and each person controlling each Participating Holder within the meaning of Section 15 of the Securities Act (the "Holder Indemnitees"), against all expenses, claims, losses, damages or liabilities (or actions in respect thereof) (including, without limitation, reasonable fees and other expenses actually incurred in connection with any suit, action or proceeding) (collectively, "Losses") to the extent to which such Holder Indemnitee is subject, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to the extent such Losses arise out of or are based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document filed with the SEC pursuant to this Agreement, or any amendment or supplement thereto, incident to any such registration, qualification or compliance effected pursuant to this Agreement, or arise out of or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by Parent of the Securities Act in connection with any such registration, qualification or compliance effected pursuant to this Agreement, and Parent will reimburse each Holder Indemnitee for any legal or other expenses reasonably incurred in connection with investigating, preparing or defending any such Loss; provided, however, that the indemnity contained herein shall not apply to amounts paid in settlement of any Loss if settlement is effected without the consent of Parent (which consent shall not unreasonably be withheld); provided, further, that Parent will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished to Parent expressly for inclusion in such registration by a Holder Indemnitee specifically for use therein. Notwithstanding the foregoing, insofar as the foregoing indemnity relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement becomes effective or in the final prospectus filed with the SEC pursuant to the applicable rules of the SEC or in any supplement or addendum thereto, the indemnity contained herein shall not inure to the benefit of any Holder Indemnitee if a copy of the final prospectus filed pursuant to such rules, together with all supplements and addenda thereto, was not furnished to the person or entity asserting the Loss at or prior to the time required by the Securities Act. (b) To the extent permitted by law, each Participating Holder will, severally but not jointly, if Registrable Securities held by such Participating Holder are included in the securities as to which a registration, qualification or compliance is being effected pursuant to the terms hereof, indemnify and hold harmless Parent, each of Parent's directors and officers, each person who controls Parent within the meaning of Section 15 of the Securities Act, and each other Selling Stockholder, each of such person's officers and directors and each person 8 controlling such persons within the meaning of Section 15 of the Securities Act (collectively, the "Parent Indemnitees"), against all Losses to the extent to which such Parent Indemnitee is subject, including any of the foregoing incurred in settlement of any litigation, commenced or threatened, to the extent such Losses arise out of or are based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document filed with the SEC pursuant to this Agreement, or any amendment or supplement thereto incident to any such registration, qualification or compliance effected pursuant to the Agreement, or arise out of or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by such Participating Holder of the Securities Act in connection with any such registration, qualification or compliance effected pursuant to this Agreement, and will reimburse each Parent Indemnitee for any legal or other expenses reasonably incurred in connection with investigating, preparing or defending any such Loss, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document filed with the SEC pursuant to this Agreement in reliance upon and in conformity with information furnished to Parent by such Participating Holder expressly for inclusion in such registration; provided, however, that the indemnity contained herein shall not apply to amounts paid in settlement of any Loss if settlement is effected without the consent of the Participating Holder (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, insofar as the foregoing indemnity relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement becomes effective or in the final prospectus filed pursuant to applicable rules of the SEC or in any supplement or addendum thereto, the indemnity contained herein shall not inure to the benefit of any Parent Indemnitee if a copy of the final prospectus filed pursuant to such rules, together with all supplements and addenda thereto, was not furnished to the person or entity asserting the Loss at or prior to the time required by the Securities Act. The liability of a Participating Holder under this Section 8(b) shall in no event exceed the proceeds ------------ received by it from sales of Registrable Securities giving rise to such obligations. (c) Each party entitled to indemnification under this Section 2.7 (the ----------- "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any action or proceeding commenced against, or written demand made on, any such party in respect of which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action; and, provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or as to which the Indemnifying Party is asserting separate or different defenses, which defenses are inconsistent with the defenses of the Indemnified Party. No Indemnifying Party, in the defense of any such claim 9 or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnified Party shall consent to entry of any judgment or enter into any settlement without the consent of each Indemnifying Party. (d) If the indemnification provided for in this Section 2.7 is ----------- unavailable to an Indemnified Party in respect of any Loss referred to therein, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Loss (i) in such proportion as is appropriate to reflect the relative benefits received by Parent, on the one hand, and all Selling Stockholders, on the other, from the offering of Parent's securities, or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of Parent, on the one hand, and the Selling Stockholders, on the other, in connection with the statements or omissions that resulted in such Loss, as well as any other relevant equitable considerations. The relative benefits received by Parent, on the one hand, and the Selling Stockholders, on the other, shall be the net proceeds from the offering (before deducting expenses) received by Parent, on the one hand, and the Selling Stockholders, on the other. The relative fault of Parent, on the one hand, and the Selling Stockholders, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of material fact or the omission or alleged omission to state a material fact relates to information supplied by Parent or by the Selling Stockholders and the parties' relevant intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Parent and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this Section 2.7(d) were -------------- based solely upon the number of entities from whom contribution was requested or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 2.7(d). -------------- The amount paid or payable by an Indemnified Party as a result of the Loss referred to above in this Section 2.7(d) shall be deemed to include any -------------- legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such action or claim, subject to the provisions of Section 2.7(c) hereof. No person guilty of -------------- fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act). 2.8 Holdback Agreements. Each Participating Holder, if requested by the ------------------- managing underwriter in a registration pursuant to this Agreement, shall not effect any public sale or distribution of securities of Parent of the same class as the securities included in such Demand Registration or Piggy-Back Registration, including a sale pursuant to Rule 144, during such period of time following the closing date of each offering made pursuant to such Demand Registration or Piggy-Back Registration as may be requested by Parent or such managing underwriter. In no event shall such period exceed the shorter of one hundred eighty (180) days or the shortest period of time so requested from any other Selling Stockholder that holds more than 5% of the outstanding amount of the same class of securities as included in such Demand Registration or Piggy-Back Registration. 2.9 Certain Information. Each Participating Holder agrees, with respect to any ------------------- Registrable Securities included in any registration, to furnish to Parent such information regarding such Participating Holder, the Registrable Securities and the distribution proposed by such Participating 10 Holder as Parent may reasonably request in writing and as shall be required in connection with any registration, qualification or compliance referred to in Sections 2.1 and 2.2. ------------ --- 2.10 Rule 144 Reporting. With a view to making available the benefits of ------------------ certain rules and regulations of the SEC that may at any time permit the sale of Restricted Securities to the public without registration, Parent agrees to use its best lawful efforts to: (a) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times during which Parent is subject to the reporting requirements of the Exchange Act; (b) file with the SEC in a timely manner all reports and other documents required of Parent under the Securities Act and the Exchange Act at all times during which Parent is subject to such reporting requirements; and (c) so long as any Holder owns any Registrable Securities that are Restricted Securities, to furnish to such Holder forthwith upon request a written statement by Parent as to Parent's compliance with the reporting requirements of said Rule 144 and with regard to the Securities Act and the Exchange Act at all times during which Parent is subject to such reporting requirements, a copy of the most recent annual or quarterly report of Parent, and such other non-confidential reports and documents of Parent and other non-confidential information in the possession of or reasonably obtainable by Parent as such or Purchaser may reasonably request in availing such Purchaser of any rule regulation of the SEC allowing Purchaser to sell any such shares without registration. 2.11 Termination. The registration rights granted in Sections 2.1 and 2.2 ----------- ------------ --- shall terminate, and such registration rights will not be exercisable by any Holder at such time as all shares of Registrable Securities held by such Holder may immediately be sold under Rule 144 promulgated under the Securities Act (as amended from time to time) during any ninety-day (90-day) period. ARTICLE 3 MISCELLANEOUS 3.1 Governing Law. This Agreement shall be governed in all respects by the ------------- internal laws of the State of Delaware. 3.2 Transfers. A transfer of the registration rights provided for in this --------- Agreement shall only be valid if Parent is given written notice at the time of said transfer, stating the name and address of said transferee and identifying the Registrable Securities with respect to which the registration rights are being transferred, and, provided, that the transferee of such rights assumes the obligations of a Holder under this Agreement by signing a counterpart signature page to this Agreement in substantially the form of Exhibit A. 3.3 Amendment. This Agreement may be amended, modified and supplemented only --------- by written agreement of Parent and the holders of at least a majority of the Shares issued pursuant to the Merger Agreement. 3.4 Notices. All notices, requests, demands and other communications required ------- or permitted under this Agreement must be in writing and shall be deemed to have been duly given when 11 (a) delivered by hand (with written confirmation of receipt), (b) sent by telecopier (with written confirmation of receipt), provided that a copy is mailed by registered mail, return receipt requested or (c) when received by the addressee, if sent by a nationally recognized overnight delivery service (receipt requested), in each case to the appropriate addresses and telecopier numbers set forth below (or to such other addresses and telecopier numbers as a party may designate by notice to the other parties): If to Newco, to: c/o Duchossois Industries, Inc. Attention: Corporate Secretary 845 Larch Avenue Elmhurst, Illinois 60126-1196 Facsimile: (630) 530-6051 or to such other person or address as Newco shall furnish to Parent. If to Parent, to: Trinity Industries, Inc. Attention: General Counsel 2525 Stemmons Freeway Dallas, Texas 75207 Facsimile: (214) 589-8824 with a copy to: Haynes and Boone, LLP 901 Main Street Suite 3100 Dallas, Texas 75202 Attention: Michael M. Boone Facsimile: (214) 651-5940 If to a Holder (other than Newco), to: Such Holder's address set forth on such Holder's Counterpart Signature Page or to such other person or address as such Holder shall furnish to Parent in writing. 3.5 Delays or Omissions. Except as expressly provided herein, no delay or ------------------- omission to exercise any right, power or remedy accruing to any party to this Agreement shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party to this Agreement, shall be cumulative and not alternative. 12 3.6 Severability. Whenever possible, each provision of this Agreement shall be ------------ interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall fail to be in effect only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement or of any such provision. 3.7 Assignment. This Agreement and all of the provisions hereof shall be ---------- binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but except as otherwise provided for or permitted herein neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of the other party. 3.8 Counterparts. This Agreement may be executed simultaneously in two or more ------------ counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 3.9 Headings. The headings of the Sections of this Agreement are inserted for -------- convenience only and shall not constitute a part hereof or affect in any way the meaning or interpretation of this Agreement. 3.10 Entire Agreement. This Agreement, the Merger Agreement and all agreements ---------------- referenced herein and therein set forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersede all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party hereto. 3.11 Third Parties. Except as specifically set forth or referred to herein, ------------- nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or entity, other than the parties hereto and their successors or assigns, any rights or remedies under or by reason of this Agreement. * * * * * 13 IN WITNESS WHEREOF, the undersigned or each of their respective duly authorized officers or representatives have executed this Agreement effective upon the date first set forth above. PARENT: ------ TRINITY INDUSTRIES, INC. By: /s/ John M. Lee ----------------------------- Name: John M. Lee Title: Vice President Business Development NEWCO: ----- THRALL CAR MANAGEMENT COMPANY, INC. By: /s/ Robert L. Fealy --------------------------- Name: Robert L. Fealy --------------------------- Title: Vice President and -------------------------- Secretary -------------------------- 14 EXHIBIT A Form of Counterpart Signature Page This Addendum Agreement (this "Addendum Agreement") dated as of ____________, 200___, is made by and between _______________________ (the "New Holder"), Trinity Industries, Inc., a Delaware corporation ("Parent"), Thrall Car Mangement Company, Inc., a Delaware corporation ("Newco") and all Holders, if any, that have previously entered into an Addendum Agreement to that certain Registration Rights Agreement (the "Agreement") dated as of October 26, 2001, by and between Parent and Newco. WHEREAS, Parent and Newco entered into the Agreement to grant registration rights to Newco with respect to Seven Million One Hundred Fifty Thousand (7,150,000) shares of Parent's common stock, $1.00 par value per share; and WHEREAS, the Agreement provides that the registration rights granted thereunder may, under certain conditions, be transferred by Newco or a Holder; and WHEREAS, the Holder identified below desires to transfer to New Holder the registration rights granted under the Agreement. NOW, THEREFORE, in consideration of the mutual promises of the parties, and as a condition to the transfer to New Holder of the registration rights granted in the Agreement, New Holder and Parent hereby agree that New Holder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement (including the indemnification obligations of Section 2.7 thereof) to the same extent as if New Holder were a "Holder" (as ----------- defined in the Agreement) with respect to the Registrable Securities (as defined in the Agreement) described below. This Addendum Agreement shall be attached to and become part of the Agreement. * * * * * 15 IN WITNESS WHEREOF, the undersigned or each of their respective duly authorized officers have executed this Addendum Agreement effective as of the date first set forth above. NEW HOLDER: ---------- ________________________________________ Name: New Holder's Address for notices under the Agreement: ________________________________________ ________________________________________ ________________________________________ Description of Registrable Securities: ________________________________________ Accepted and agreed to: TRINITY INDUSTRIES, INC.: ------------------------ By: ___________________________ Name: ___________________________ Title: ___________________________ [HOLDER]: -------- By: ___________________________ Name: ___________________________ Title: ___________________________ 16 ADDENDUM AGREEMENT This Addendum Agreement (this "Addendum Agreement") dated as of October 26, 2001, is made by and between Thrall Investment Company, L.L.C., a Delaware limited liability company (the "New Holder"), Trinity Industries, Inc., a Delaware corporation ("Parent"), Thrall Car Management Company, Inc., a Delaware corporation ("Newco") and all Holders, if any, that have previously entered into an Addendum Agreement to that certain Registration Rights Agreement (the "Agreement") dated as of October 26, 2001, by and between Parent and Newco. WHEREAS, Parent and Newco entered into the Agreement to grant registration rights to Newco with respect to Seven Million One Hundred Fifty Thousand (7,150,000) shares of Parent's common stock, $1.00 par value per share; and WHEREAS, the Agreement provides that the registration rights granted thereunder may, under certain conditions, be transferred by Newco or a Holder; and WHEREAS, the Holder identified below desires to transfer to New Holder the registration rights granted under the Agreement. NOW, THEREFORE, in consideration of the mutual promises of the parties, and as a condition to the transfer to New Holder of the registration rights granted in the Agreement, New Holder and Parent hereby agree that New Holder shall be bound by, and shall have the benefit of, all of the terms and conditions set out in the Agreement (including the indemnification obligations of Section 2.7 thereof) to the same extent as if New Holder were a "Holder" (as ----------- defined in the Agreement) with respect to the Registrable Securities (as defined in the Agreement) described below. This Addendum Agreement shall be attached to and become part of the Agreement. * * * * * IN WITNESS WHEREOF, the undersigned or each of their respective duly authorized officers have executed this Addendum Agreement effective as of the date first set forth above. THRALL INVESTMENT COMPANY, L.L.C. By: /s/ Craig J. Duchossois ----------------------------------- Name: Craig J. Duchossois Title: Chief Executive Officer New Holder's Address for notices under the Agreement: c/o Duchossois Industries, Inc. 845 Larch Ave. Elmhurst, Illinois 60126 Attention: Craig J. Duchossois Facsimile: (630) 530-6051 Description of Registrable Securities: 7,150,000 shares of Common Stock, $1.00 par value per share, of Trinity Industries, Inc. Accepted and agreed to: TRINITY INDUSTRIES, INC. By: /s/ John M. Lee ------------------------------ Name: John M. Lee ----------------------------- Title: Vice President Business ---------------------------- Development ---------------------------- THRALL CAR MANAGEMENT, INC. By: /s/ Robert L. Fealy ----------------------------- Name: Robert L. Fealy ---------------------------- Title: Vice President and --------------------------- Secretary ---------------------------