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.
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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.
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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
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