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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2001
Commission File Number 1-6903
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PROFIT SHARING PLAN FOR EMPLOYEES OF TRINITY INDUSTRIES, INC.
AND CERTAIN AFFILIATES AS RESTATED EFFECTIVE APRIL 1, 1999
(Full Title of the Plan)
TRINITY INDUSTRIES, INC.
(Name of issuer of the securities held pursuant to the plan)
Delaware 75-0225040
(State of Incorporation) (I.R.S. Employer Identification No.)
2525 Stemmons Freeway, Dallas, Texas 75207-2401
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code (214) 631-4420
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2
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Financial Statements
As of March 31, 2001 and 2000,
and for the Year ended March 31, 2001
CONTENTS
Report of Independent Auditors...........................................................................1
Audited Financial Statements
Statements of Net Assets Available for Benefits..........................................................2
Statement of Changes in Net Assets Available for Benefits................................................3
Notes to Financial Statements............................................................................4
Index to Exhibits
Consent of Independent Auditors
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Annual Report to be signed by the undersigned thereunto duly
authorized.
Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain
Affiliates as Restated Effective April 1, 1999
/s/ Timothy R. Wallace
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Timothy R. Wallace
Member, Profit Sharing Committee
September 27, 2001
/s/ John L. Adams
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John L. Adams
Member, Profit Sharing Committee
September 27, 2001
/s/ Michael J. Lintner
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Michael J. Lintner
Member, Profit Sharing Committee
September 27, 2001
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Report of Independent Auditors
Board of Directors
Trinity Industries, Inc.
We have audited the accompanying statements of net assets available for benefits
of the Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain
Affiliates as Restated Effective April 1, 1999 as of March 31, 2001 and 2000,
and the related statement of changes in net assets available for benefits for
the year ended March 31, 2001. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
March 31, 2001 and 2000, and the changes in its net assets available for
benefits for the year ended March 31, 2001, in conformity with accounting
principles generally accepted in the United States.
/s/ ERNST & YOUNG LLP
August 15, 2001
Dallas, Texas
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5
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Statements of Net Assets Available for Benefits
MARCH 31
2001 2000
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ASSETS
Plan's interest in Trinity Industries, Inc.
Master Trust $123,473,564 $ --
Investments -- 154,346,093
Receivables:
Participant contributions 354,998 416,878
Company contributions 4,198,851 5,007,600
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128,027,413 159,770,571
LIABILITIES
Due to broker -- 3,457
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Net assets available for benefits $128,027,413 $159,767,114
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See accompanying notes.
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Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Statement of Changes in Net Assets Available for Benefits
Year ended March 31, 2001
NET ADDITIONS
Net investment income (loss):
Net depreciation in fair value of investments $ (9,192,046)
Interest and dividends 2,373,500
Plan interest in Trinity Industries, Inc. Master Trust loss (21,992,341)
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(28,810,887)
Contributions:
Participant 13,257,851
Company 4,198,851
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(11,354,185)
DEDUCTIONS
Benefits paid to participants 20,376,221
Administration expenses 9,295
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Total deductions 20,385,516
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Net decrease (31,739,701)
Net assets available for benefits, at beginning of year 159,767,114
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Net assets available for benefits, at end of year $ 128,027,413
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See accompanying notes.
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7
Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements
March 31, 2001
1. DESCRIPTION OF THE PLAN
The following brief description of the Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as Restated Effective April 1,
1999 (the Plan) is provided for general information only. Participants should
refer to the Summary Plan Description for a more complete description of the
Plan's provisions.
GENERAL
The Plan was adopted by the Board of Directors of Trinity Industries, Inc. (the
Board) on December 11, 1986, and became effective January 1, 1987, for eligible
employees of Trinity Industries, Inc. and Certain Affiliates as Restated
Effective April 1, 1999 (the Company). The Plan was amended and restated
effective April 1, 1994 and April 1, 1999. The Plan is a defined contribution
plan designed to comply with the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Effective November 1, 2000, Fidelity Management Trust Company (Trustee) became
trustee and recordkeeper of the Plan. Prior to this date, The Chase Manhattan
Bank (formerly Chase Bank of Texas, N.A.) (Chase) acted as trustee and
recordkeeper of the Plan. The Company and the Trustee have entered into a Master
Trust Agreement under which the latter acts as Trustee under the Plan.
Under the Master Trust Agreement, the Plan participates in the Trinity
Industries, Inc. Master Trust (the Trinity Master Trust) with the McConway &
Torley Profit Sharing Plan (the M&T Plan). The Company is the plan sponsor of
the M&T Plan.
PARTICIPATION
Each employee of the Company is eligible to contribute to the Plan on the first
day of the month following 60 days of eligible employment, and must meet the
following additional requirements:
1) Must be classified as a full-time, part-time, or temporary
employee of the Company; and
2) Must be in a unit of employees who are designated as eligible
to participate in the Plan; and
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Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
3) Must not be included in a unit of employees covered by a
collective bargaining agreement, unless benefits under this
Plan were included in an agreement as a result of good faith
bargaining.
Eligible employees automatically become participants in the Plan and must
indicate on the form or forms provided by the Plan Committee (the Committee)
whether or not they want to make contributions to the Plan. If they elect to
contribute, they will authorize the Company to make payroll deductions to be
contributed to the Plan.
CONTRIBUTIONS
Each participant electing to contribute to the Plan agrees to contribute not
less than 1% nor more than 14% of their eligible compensation, as defined by the
Plan, in 1% increments as designated by the participant. A salary reduction and
contribution agreement must be entered into by each employee as the employee
begins participation in the Plan, and may be amended at any time.
Company matching contributions shall be made if Company earnings are at least
sufficient to pay dividends to stockholders ($0.72 per share for the year ended
March 31, 2001) but in no event less than $0.33 1/3 per share of common stock.
Effective March 8, 2001, the Board may, in its sole discretion, elect to waive
the Company earnings requirement. If the Company matching contribution is made,
then each participant shall receive an amount equal to a percentage of that
portion of such participant's contribution, up to six percent of such
participant's total eligible compensation for the year, as defined, under the
following schedule:
PERCENTAGE OF COMPANY
YEARS OF SERVICE CONTRIBUTION
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Less than 1 year 0%
1 but less than 2 years 25%
2 but less than 3 years 30%
3 but less than 4 years 35%
4 but less than 5 years 40%
5 or more years 50%
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Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
Company contributions are net of forfeitures, as defined. Company contributions
for a given Plan year shall be deposited in the Trinity Master Trust, no later
than the date on which the Company files its federal income tax return for such
year.
PARTICIPANT ACCOUNTS
Participants may direct daily the investment of participant and Company
contributions among any of the thirteen registered investment companies and
Company common stock. Investments in Friede Goldman Halter, Inc. (formerly
Halter Marine Group, Inc.) common stock resulted from the divestiture of Halter
Marine Group, Inc. by the Company in 1997, when the Plan received 0.348 shares
of Halter Marine Group, Inc. common stock for each share of Company stock held
in the Plan, in the form of a tax-free distribution.
BENEFITS
Distribution of a participant's account balance is payable upon retirement at or
after age 65, total disability, death, or termination of employment.
Distribution is equal to the salary reduction contributions and related
earnings, plus the vested portion of any Company contribution and related
earnings.
Withdrawals of up to 100% of the participant's contributions can be made only to
meet "immediate and heavy financial needs" (medical care, college tuition, the
purchase of a principal residence, or to prevent the foreclosure on a principal
residence), as long as the funds are not available for such needs from other
sources. No withdrawals can be made against the earnings on the participant
contributions or against any Company contributions and related earnings. These
restrictions no longer apply when the participant reaches age 59 1/2.
Upon request, distributions shall be made no earlier than the later of the last
day of the calendar quarter in which entitlement occurs, or the date on which
the Committee determines the final balances. Distributions from the common stock
accounts shall be made in cash unless otherwise designated by the participant.
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Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
PARTICIPANT LOANS
Loans for "immediate and heavy financial needs" may be made for a minimum of
$1,000 up to a maximum of $50,000, not to exceed 50% of the participant's
contribution balance and related earnings plus 50% of the vested portion of the
Company contribution balance and related earnings. Loans are subject to rules
and regulations established by the Committee, as defined by the Plan.
VESTING
The Company contribution and related earnings (losses) vest to participants,
depending upon the number of years of vesting service, as defined, completed by
such participant as follows:
PERCENTAGE
YEARS OF SERVICE VESTED
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Less than 1 year 0%
1 but less than 2 years 20%
2 but less than 3 years 40%
3 but less than 4 years 60%
4 but less than 5 years 80%
5 or more years 100%
Participants are 100% vested in Company contributions and the allocated portion
of related earnings (losses) upon their attainment of age 65, and are always
100% vested in participant contributions and the related earnings (losses) on
such contributions.
ADMINISTRATION OF THE PLAN
The Plan is administered by the Committee, consisting of at least three persons
who are appointed by the Board. The members of the Committee serve at the
discretion of the Board, and any Committee member who is an employee of the
Company shall not receive compensation for their services.
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Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
1. DESCRIPTION OF THE PLAN (CONTINUED)
The expenses incurred by the Trustee in the performance of its duties, including
the Trustee's compensation and the services of the recordkeeper, shall be paid
by the Plan, unless paid by the Company. All other expenses are paid by the
Company.
AMENDMENT OR TERMINATION OF THE PLAN
The Company may amend the Plan at any time. However, no amendment, unless made
to secure approval of the Internal Revenue Service (IRS) or other governmental
agency, may operate retroactively to reduce or divest the then vested interest
in the Plan of any participant, former participant or beneficiary, or to reduce
or divest any benefit payable under the Plan unless all participants, former
participants, and beneficiaries then having vested interests or benefit payments
affected thereby consent to such amendment.
The Company may terminate the Plan at any time, subject to the provisions of
ERISA. Upon complete or partial termination, the accounts of all participants
affected thereby shall become 100% vested, and the Committee shall direct the
Trustee to distribute the assets in the Trust Fund, after receipt of any
required approval by the IRS and payment of any expenses properly chargeable
thereto, to participants, former participants, and beneficiaries in proportion
to their respective account balances.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared on the accrual basis of
accounting.
VALUATION OF INVESTMENTS
Investments in the Trinity Master Trust are valued at fair value. Investments in
registered investment companies are valued at published market prices which
represent the net asset value of shares held by the Plan at year-end.
Investments in the common stock of the Company and Friede Goldman Halter, Inc.
are stated at fair value based on quoted market prices.
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Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. Realized gains and losses from security transactions are
reported using average cost.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
that affect the amounts in the financial statements and accompanying notes.
Actual results could differ from these estimates.
3. INVESTMENTS
During the period from April 1, 2000 through October 31, 2000, the Plan's
investments (including investments purchased, sold as well as held during the
period by Chase) appreciated (depreciated) in fair value as determined by
published market prices as follows:
NET APPRECIATION
(DEPRECIATION) IN
FAIR VALUE OF
INVESTMENTS
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Common stocks $ 552,237
Registered investment companies (9,744,283)
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Total $ (9,192,046)
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The fair values of individual investments held by Chase that represent 5% or
more of the Plan's net assets as of March 31, 2000, are as follows:
Trinity Industries, Inc. common stock $ 12,623,435
Putnam Voyager Fund 49,244,553
Chase Vista Prime Money Market Fund 42,816,777
Chase Core Equity Fund 32,308,393
Chase Vista U.S. Treasury Fund 7,886,817
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Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
4. TRINITY MASTER TRUST
At March 31, 2001, the Plan's interest in the net assets of the Trinity Master
Trust was approximately 86.8 percent. Investment income and administrative
expenses relating to the Trinity Master Trust are allocated to the Plan based
upon average monthly balances invested by the Plan.
Investments held in the Trinity Master Trust as of March 31, 2001, are as
follows (in thousands):
Interest-bearing cash $ 52,380,325
Common stock 12,867,488
Registered investment companies 69,017,226
Participant loans 8,068,443
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Total $142,333,482
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Investment income (loss) in the Trinity Master Trust for the period November 1,
2000 (date of inception) through March 31, 2001, is as follows:
Net depreciation in fair value of investments:
Common stock $ (3,039,639)
Registered investment companies (30,981,615)
Interest and dividend income 8,273,982
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Net investment loss $(25,747,272)
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5. INCOME TAX STATUS
The Plan has received a determination letter from the IRS dated February 22,
2001, stating that the Plan is qualified under Section 401(a) of the Internal
Revenue Code (the Code) and, therefore, the related trust is exempt from
taxation. Once qualified, the Plan is required to operate in conformity with the
Code to maintain its qualification. The plan administrator believes the Plan is
being operated in compliance with the applicable requirements of the Code and,
therefore, believes that the Plan is qualified and the related trust is
tax-exempt.
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Profit Sharing Plan for Employees of
Trinity Industries, Inc. and Certain Affiliates as
Restated Effective April 1, 1999
Notes to Financial Statements (continued)
6. RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500
The following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
MARCH 31
2001 2000
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Net assets available for benefits per the financial statements $ 128,027,413 $ 159,767,114
Benefits payable at end of year -- (241,595)
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Net assets available for benefits per the Form 5500 $ 128,027,413 $ 159,525,519
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The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
YEAR ENDED
MARCH 31
2001
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Benefits paid to participants per the financial statements $ 20,376,221
Add: Benefits payable at end of year --
Less: Benefits payable at beginning of year (241,595)
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Benefits paid to participants per the Form 5500 $ 20,134,626
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Benefits payable are recorded on the Form 5500 for benefit payments to
participants that have been processed and approved for payment prior to March
31, 2001 and 2000, but not yet paid as of that date.
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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23 Consent of Ernst & Young LLP