content: <PAGE>   1
      As filed with the Securities and Exchange Commission on November 16, 1999
                                                             Registration No. 333-
  
                           ------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            ----------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                            ----------------------------
  
                              TRINITY INDUSTRIES, INC.
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                              75-0225040
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)              Identification No.)
  
  
                                2525 STEMMONS FREEWAY
                              DALLAS, TEXAS 75207-2401
                                   (214) 631-4420
                 (Address of Principal Executive Offices) (Zip Code)
  
                            ----------------------------
  
                          PROFIT SHARING PLAN FOR EMPLOYEES
                       OF TRINITY INDUSTRIES, INC. AND CERTAIN
                   AFFILIATES AS RESTATED EFFECTIVE APRIL 1, 1999
  
                          SUPPLEMENTAL PROFIT SHARING PLAN
                      FOR EMPLOYEES OF TRINITY INDUSTRIES, INC.
                               AND CERTAIN AFFILIATES
                             (Full Titles of the Plans)
  
                                 MICHAEL G. FORTADO
                              TRINITY INDUSTRIES, INC.
                                2525 STEMMONS FREEWAY
                              DALLAS, TEXAS 75207-2401
                                   (214) 631-4420
   (Name, address and telephone number, including area code, of agent for service)
  
                            ----------------------------
  
  <PAGE>   2
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------
            TITLE                                  PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
        OF SECURITIES             AMOUNT TO         OFFERING PRICE     AGGREGATE OFFERING     REGISTRATION
      TO BE REGISTERED          BE REGISTERED          PER SHARE            PRICE (1)            FEE(1)
  ---------------------------------------------------------------------------------------------------------
  <S>                        <C>                   <C>                <C>                     <C>
  
      Common Stock,
     $1.00 Par Value (2)
  
  
  Profit Sharing Plan for
  Employees of Trinity
  Industries, Inc. and
  Certain Affiliates as       500,000 shares(2)       $29.00 (3)         $14,500,000 (3)           $4,031
  Restated Effective April
  1, 1999
  
  Supplemental Profit         250,000 shares(2)       $29.00 (3)         $ 7,250,000 (3)           $2,016
  Sharing Plan for
  Employees of Trinity
  Industries, Inc. and
  Certain Affiliates
  
  TOTAL                       750,000 shares                             $21,750,000               $6,047
  -------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) For the sole purpose of calculating the registration fee, the number of
  shares to be registered under this registration statement has been broken down
  into two subtotals. In addition, pursuant to Rule 416 under the Securities Act
  of 1933, as amended, this registration statement also covers additional shares
  of common stock of the registrant as may be offered or issued as a result of
  stock splits, stock dividends or similar transactions.
  
  (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
  amended, this registration statement also covers an indeterminate amount of
  interests to be offered or sold pursuant to the employee benefit plans described
  herein.
  
  (3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act of
  1933, as amended, solely for purposes of calculating the registration fee, based
  on the average of the high and low prices of the registrant's common stock on
  November 10, 1999 as reported on the New York Stock Exchange.
  
  --------------------------------------------------------------------------------
  
  
                                        -2-
  
  <PAGE>   3
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information specified by Item 1 (Plan Information) and Item 2
  (Registrant Information and Employee Plan Annual Information) of Part I of Form
  S-8 is omitted from this filing in accordance with the provisions of Rule 428
  under the Securities Act of 1933, as amended (the "Securities Act"), and the
  introductory Note to Part I of Form S-8.
  
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Pursuant to General Instruction E to Form S-8, Trinity Industries, Inc.
  ("Trinity") and the Profit Sharing Plan for Employees of Trinity Industries,
  Inc. and Certain Affiliates as Restated Effective April 1, 1999 (the "Profit
  Sharing Plan") hereby incorporate by reference the contents of the Registration
  Statement on Form S-8 as filed with the Securities and Exchange Commission (the
  "Commission") on December 19, 1986 (Registration No. 33-10937), as subsequently
  amended. This Registration Statement is being filed to register an additional
  500,000 shares of Common Stock of Trinity, $1.00 par value per share, for
  issuance under the Profit Sharing Plan and 250,000 shares of Common Stock of
  Trinity for issuance under the Supplemental Profit Sharing Plan for Employees of
  Trinity Industries, Inc. and Certain Affiliates (the "Supplemental Plan"), in
  each event with related plan interests, pursuant to the terms of such plans.
  
           Trinity and the Profit Sharing Plan and the Supplemental Plan hereby
  incorporate by reference the documents set forth below in this Registration
  Statement. All documents subsequently filed by Trinity, the Profit Sharing Plan
  and the Supplemental Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference into this Registration Statement and
  to be a part hereof from the date of filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any such statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
           (a) Trinity's Annual Report on Form 10-K filed with the Commission for
               the fiscal year ended March 31, 1999;
  
           (b) Trinity's Quarterly Reports on Form 10-Q filed with the Commission
               for the fiscal quarters ended June 30, 1999 and September 30, 1999;
  
           (c) Trinity's Current Report on Form 8-K filed with Commission on April
               1, 1999;
  
  
                                        -3-
  
  <PAGE>   4
  
           (d) The description of Trinity's Common Stock, $1.00 par value per
               share, contained in Trinity's Registration Statement on Form S-4
               dated July 17, 1996 (Registration No. 333-8321), as amended by
               Post-Effective Amendment No. 1 dated July 19, 1996; and
  
           (e) The description of rights to purchase Trinity's Series A Junior
               Participating Preferred Stock, $1.00 par value per share, contained
               in Trinity's Registration Statement on Form 8-A dated April 2, 1999
               filed pursuant to Section 12 of the Exchange Act.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           (a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (collectively, a "Proceeding") (other than an action by or in the right of the
  corporation) by reason of the fact that he or she is or was a director, officer,
  employee or agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation or
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him or her in
  connection with such action, suit or proceeding if such person acted in good
  faith and in a manner he or she reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his or her conduct was
  unlawful.
  
           Section 145(b) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against such expenses
  actually and reasonably incurred by him or her in connection with the defense or
  settlement of such action or suit if he or she acted under similar standards,
  except that no indemnification may be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnification
  for such expenses which the court shall deem proper.
  
  
                                        -4-
  
  <PAGE>   5
  
           Further, Section 145(c) of the DGCL provides that, to the extent a
  director or officer of a corporation has been successful on the merits or
  otherwise in the defense of any action, suit or proceeding referred to above or
  in the defense of any claim, issue or matter therein, he or she shall be
  indemnified against expenses (including attorneys' fees) actually and reasonably
  incurred by him or her in connection therewith.
  
           Section 145(f) of the DGCL provides that the statutory provisions on
  indemnification are not exclusive of indemnification provided pursuant to, among
  other things, the bylaws or indemnification agreements. Trinity's Bylaws contain
  provisions regarding the indemnification of directors and officers of Trinity.
  Article VI of Trinity's Bylaws provides for the indemnification of Trinity's
  officers and directors to substantially the same extent permitted by the DGCL.
  
           The indemnification described above (unless ordered by a court) shall
  be paid by Trinity unless a determination is made (i) by Trinity's Board of
  Directors by a majority vote of a quorum consisting of directors who were not
  parties to such Proceeding, or (ii) if such a quorum is not obtainable, or, even
  if obtainable a quorum of disinterested directors so directs, by independent
  legal counsel in a written opinion, or (iii) by Trinity's stockholders, that
  indemnification of the director, officer, employee or agent is not proper in the
  circumstances because he has not met the applicable standard of conduct set
  forth above.
  
           Article VI of Trinity's Bylaws provides that costs, charges and
  expenses (including attorneys' fees) incurred by a person seeking
  indemnification under Article VI of Trinity's Bylaws in defending a Proceeding
  shall be paid by Trinity in advance of the final disposition of such Proceeding;
  provided, however, that the payment of such costs, charges and expenses incurred
  by a director or officer in his capacity as a director or officer (and not in
  any other capacity in which service was or is rendered by such person while a
  director or officer) in advance of the final disposition of such Proceeding
  shall be made only upon receipt of an undertaking by or on behalf of the
  director or officer to repay all amounts so advanced in the event that it shall
  ultimately be determined that such director or officer is not entitled to be
  indemnified by Trinity. Such costs, charges and expenses incurred by other
  employees and agents may be so paid upon such terms and conditions, if any, as
  Trinity's Board of Directors deems appropriate. The Board of Directors may, upon
  approval of such director, officer, employee or agent of Trinity, authorize
  Trinity's counsel to represent such person in any Proceeding, whether or not
  Trinity is a party to such Proceeding.
  
           Section 102(b)(7) of the Delaware General Corporation Law permits a
  corporation to provide in its certificate of incorporation that a director of
  the corporation shall not be personally liable to the corporation or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  but excludes specifically liability for any (i) breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) acts or omissions not in
  good faith or involving intentional misconduct or a knowing violation of law,
  (iii) payments of unlawful dividends or unlawful stock repurchases or
  redemptions, or (iv) transactions from which the director derived an improper
  personal benefit. The provision does not limit equitable remedies, such as an
  injunction or rescission for breach of a director's fiduciary duty of care.
  
  
                                        -5-
  
  <PAGE>   6
  
           Trinity's Certificate of Incorporation contains a provision eliminating
  the personal liability of a director from breaches of fiduciary duty, subject to
  the exceptions described above.
  
           (b) Trinity has entered into Indemnity Agreements with all of its
  directors and officers that establish contract rights to indemnification
  substantially similar to the rights to indemnification provided for in Trinity's
  Bylaws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as a part of this registration
  statement.
  
  <TABLE>
  <CAPTION>
           EXHIBIT  DESCRIPTION
           -------  -----------
  
  <S>            <C>
           4.1   Specimen Common Stock Certificate of Registrant (incorporated by
                 reference to Exhibit 4.1 to the Registrant's Form 10-K Annual
                 Report for the fiscal year ended March 31, 1999, filed June 29,
                 1999).
  
           23.1* Consent of Ernst & Young LLP.
  
           24.1* Power of Attorney (included on the signature pages of this
                 Registration Statement).
  
           99.1* Profit Sharing Plan for Employees of Trinity Industries, Inc. and
                 Certain Affiliates as Restated Effective April 1, 1999.
  
           99.2* Supplemental Profit Sharing Plan for Employees of Trinity
                 Industries, Inc. and Certain Affiliates (Amendment No. 8 and
                 Supplemental Profit Sharing Plan as Restated Effective January 1,
                 2000).
  </TABLE>
  
  
  ------------
  *        Filed herewith.
  
           Trinity hereby undertakes that it will submit or has submitted the
           Profit Sharing Plan for Employees of Trinity Industries, Inc. and
           Certain Affiliates as Restated Effective April 1, 1999, and any
           amendments thereto, to the Internal Revenue Service (the "IRS") in a
           timely manner and has made or will make all changes required by the IRS
           in order to qualify the plan under Section 401 of the Internal Revenue
           Code.
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)      Trinity hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
               a post-effective amendment to this Registration Statement:
  
               (i)  To include any prospectus required by Section 10(a)(3) of the
                    Securities Act;
  
  
                                        -6-
  
  <PAGE>   7
  
               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of this Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in this Registration
                     Statement; and
  
               (iii) To include any material information with respect to the plan
                     of distribution not previously disclosed in this Registration
                     Statement or any material change to such information in this
                     Registration Statement;
  
       provided,however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed with or furnished
       to the Commission by Trinity pursuant to Section 13 or Section 15(d) of the
       Exchange Act that are incorporated by reference in the registration
       statement.
  
       (2) That, for the purpose of determining any liability under the Securities
       Act, each such post-effective amendment shall be deemed to be a new
       registration statement relating to the securities offered therein, and the
       offering of such securities at that time shall be deemed to be the initial
       bona fide offering thereof.
  
       (3) To remove from registration by means of a post-effective amendment any
       of the securities being registered which remain unsold at the termination
       of the offering.
  
  (b) Trinity hereby undertakes that, for purposes of determining any liability
  under the Securities Act, each filing of Trinity's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Exchange Act) that is incorporated by reference in this Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
  (c) Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and controlling persons of Trinity
  pursuant to the foregoing provisions, or otherwise, Trinity has been advised
  that in the opinion of the Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by Trinity of expenses incurred or paid by a director, officer or
  controlling person of Trinity in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, Trinity will, unless in the
  opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question of whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
  
  
                                        -7-
  
  <PAGE>   8
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on November 12, 1999.
  
                                        TRINITY INDUSTRIES, INC.
  
  
                                        By: /s/ Michael G. Fortado
                                            -------------------------------------
                                            Michael G. Fortado, Vice President,
                                            Secretary and General Counsel
  
  
  
  
                                        -8-
  
  <PAGE>   9
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Timothy R. Wallace, Jim S. Ivy and
  Michael G. Fortado, and each of them with full power to act without the other,
  his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done on and about the premises
  as fully and to all intents and purposes as he might or could do in person,
  hereby ratifying and confirming all that said attorneys-in-fact and agents, or
  any of them, or their substitute or substitutes, may lawfully do or cause to be
  done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  
  
  <TABLE>
  <CAPTION>
               SIGNATURES                                 TITLE                                  DATE
               ----------                                 -----                                  ----
  
  <S>                                         <C>                                          <C>
  /s/ Timothy R. Wallace                      Chairman, President, Chief                   November 12, 1999
  ------------------------------------        Executive Officer and Director
  Timothy R. Wallace                          (Principal Executive Officer)
  
  /s/ Jim S. Ivy                              Vice President (Principal                    November 12, 1999
  ------------------------------------        Financial Officer)
  Jim S. Ivy
  
  /s/ John M. Lee                             Vice President (Principal                    November 12, 1999
  ------------------------------------        Accounting Officer)
  John M. Lee
  
  /s/ W. Ray Wallace                          Director                                     November 12, 1999
  ------------------------------------
  W. Ray Wallace
  
  /s/ David W. Biegler                        Director                                     November 12, 1999
  ------------------------------------
  David W. Biegler
  
  /s/ Barry L. Galt                           Director                                     November 12, 1999
  ------------------------------------
  Barry L. Galt
  </TABLE>
  
  
                                        -9-
  
  <PAGE>   10
  
  <TABLE>
  <CAPTION>
               SIGNATURES                                 TITLE                                  DATE
               ----------                                 -----                                  ----
  
  <S>                                         <C>                                          <C>
  /s/ Clifford J. Grum                        Director                                     November 12, 1999
  ------------------------------------
  Clifford J. Grum
  
  /s/ Dean P. Guerin                          Director                                     November 12, 1999
  ------------------------------------
  Dean P. Guerin
  
  /s/ Jess T. Hay                             Director                                     November 12, 1999
  ------------------------------------
  Jess T. Hay
  
  /s/ Edmund M. Hoffman                       Director                                     November 12, 1999
  ------------------------------------
  Edmund M. Hoffman
  
  /s/ Diana S. Natalicio                      Director                                     November 12, 1999
  ------------------------------------
  Diana S. Natalicio
  </TABLE>
  
  
  
                                        -10-
  
  <PAGE>   11
  
           Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the employee benefit plans) of the
  Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain
  Affiliates as Restated Effective April 1, 1999 and the Supplemental Profit
  Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates
  have duly caused this Registration Statement to be signed on their behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
  on the 12th day of November, 1999.
  
                                   PROFIT SHARING PLAN FOR
                                   EMPLOYEES OF TRINITY INDUSTRIES, INC.
                                   AND CERTAIN AFFILIATES AS RESTATED
                                   EFFECTIVE APRIL 1, 1999
  
  
                                   By: Profit Sharing Committee for the Profit
                                       Sharing Plan for Employees of Trinity
                                       Industries and Certain Affiliates as
                                       Restated Effective April 1, 1999
  
  
                                       By: /s/ Timothy R. Wallace
                                           ---------------------------------------
                                       Printed Name: Timothy R. Wallace
                                       Title: Member, Profit Sharing Committee
  
  
                                       By: /s/ Jack L. Cunningham, Jr.
                                           ---------------------------------------
                                       Printed Name: Jack L. Cunningham, Jr.
                                       Title: Member, Profit Sharing Committee
  
  
                                       By: /s/ Neil O. Shoop
                                           ---------------------------------------
                                       Printed Name: Neil O. Shoop
                                       Title: Member, Profit Sharing Committee
  
  
  
                                        -11-
  
  <PAGE>   12
  
                                   SUPPLEMENTAL PROFIT SHARING PLAN FOR
                                   EMPLOYEES OF TRINITY INDUSTRIES, INC.
                                   AND CERTAIN AFFILIATES
  
  
                                   By: Profit Sharing Committee for the
                                       Supplemental Profit Sharing Plan for
                                       Employees of Trinity Industries, Inc. and
                                       Certain Affiliates
  
  
                                       By: /s/ Timothy R. Wallace
                                           ---------------------------------------
                                       Printed Name: Timothy R. Wallace
                                       Title: Member, Profit Sharing Committee
  
  
                                       By: /s/ Jack L. Cunningham, Jr.
                                           ---------------------------------------
                                       Printed Name: Jack L. Cunningham, Jr.
                                       Title: Member, Profit Sharing Committee
  
  
                                       By: /s/ Neil O. Shoop
                                           ---------------------------------------
                                       Printed Name: Neil O. Shoop
                                       Title: Member, Profit Sharing Committee
  
  
  
  
  
                                        -12-
  
  <PAGE>   13
  
  
                                  INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
           Exhibit
           Number            Exhibit
           -------           -------
  <S>                        <C>
           4.1               Specimen Common Stock Certificate of Registrant
                             (incorporated by reference to Exhibit 4.1 to the
                             Registrant's Form 10-K Annual Report for the fiscal
                             year ended March 31, 1999, filed June 29, 1999).
  
           23.1*             Consent of Ernst & Young LLP.
  
           24.1*             Power of Attorney (included on the signature pages of
                             this Registration Statement).
  
           99.1*             Profit Sharing Plan for Employees of Trinity
                             Industries, Inc. and Certain Affiliates as Restated
                             Effective April 1, 1999.
  
           99.2*             Supplemental Profit Sharing Plan for Employees of
                             Trinity Industries, Inc. and Certain Affiliates
                             (Amendment No. 8 and Supplemental Profit Sharing Plan
                             as Restated Effective January 1, 2000).
  </TABLE>
  
  
  --------------
  
  *        Filed herewith.
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 30021}]
metadata_filer: {"company-data": {"conformed-name": "TRINITY INDUSTRIES INC", "cik": "0000099780", "assigned-sic": "3743", "irs-number": "750225040", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-91067", "film-number": "99759157"}, "business-address": {"street1": "2525 STEMMONS FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75207-2401", "phone": "2146314420"}, "former-company": {"former-conformed-name": "TRINITY STEEL CO INC", "date-changed": "19720407"}}
text: 1
      As filed with the Securities and Exchange Commission on November 16, 1999
                                                             Registration No. 333-
  
                           ------------------------------
  
                                    UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                            ----------------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                            ----------------------------
  
                              TRINITY INDUSTRIES, INC.
               (Exact name of registrant as specified in its charter)
  
                 DELAWARE                              75-0225040
      (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)              Identification No.)
  
                                2525 STEMMONS FREEWAY
                              DALLAS, TEXAS 75207-2401
                                   (214) 631-4420
                 (Address of Principal Executive Offices) (Zip Code)
  
                            ----------------------------
  
                          PROFIT SHARING PLAN FOR EMPLOYEES
                       OF TRINITY INDUSTRIES, INC. AND CERTAIN
                   AFFILIATES AS RESTATED EFFECTIVE APRIL 1, 1999
  
                          SUPPLEMENTAL PROFIT SHARING PLAN
                      FOR EMPLOYEES OF TRINITY INDUSTRIES, INC.
                               AND CERTAIN AFFILIATES
                             (Full Titles of the Plans)
  
                                 MICHAEL G. FORTADO
                              TRINITY INDUSTRIES, INC.
                                2525 STEMMONS FREEWAY
                              DALLAS, TEXAS 75207-2401
                                   (214) 631-4420
   (Name, address and telephone number, including area code, of agent for service)
  
                            ----------------------------
  2
  
                           CALCULATION OF REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------
            TITLE                                  PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
        OF SECURITIES             AMOUNT TO         OFFERING PRICE     AGGREGATE OFFERING     REGISTRATION
      TO BE REGISTERED          BE REGISTERED          PER SHARE            PRICE (1)            FEE(1)
  ---------------------------------------------------------------------------------------------------------
  Common Stock,
     $1.00 Par Value (2)
  
  Profit Sharing Plan for
  Employees of Trinity
  Industries, Inc. and
  Certain Affiliates as       500,000 shares(2)       $29.00 (3)         $14,500,000 (3)           $4,031
  Restated Effective April
  1, 1999
  
  Supplemental Profit         250,000 shares(2)       $29.00 (3)         $ 7,250,000 (3)           $2,016
  Sharing Plan for
  Employees of Trinity
  Industries, Inc. and
  Certain Affiliates
  
  TOTAL                       750,000 shares                             $21,750,000               $6,047
  -------------------------------------------------------------------------------------------------------------
  (1) For the sole purpose of calculating the registration fee, the number of
  shares to be registered under this registration statement has been broken down
  into two subtotals. In addition, pursuant to Rule 416 under the Securities Act
  of 1933, as amended, this registration statement also covers additional shares
  of common stock of the registrant as may be offered or issued as a result of
  stock splits, stock dividends or similar transactions.
  
  (2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
  amended, this registration statement also covers an indeterminate amount of
  interests to be offered or sold pursuant to the employee benefit plans described
  herein.
  
  (3) Estimated in accordance with Rule 457(c) and (h) under the Securities Act of
  1933, as amended, solely for purposes of calculating the registration fee, based
  on the average of the high and low prices of the registrant's common stock on
  November 10, 1999 as reported on the New York Stock Exchange.
  
  --------------------------------------------------------------------------------
  
                                        -2-
  3
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The information specified by Item 1 (Plan Information) and Item 2
  (Registrant Information and Employee Plan Annual Information) of Part I of Form
  S-8 is omitted from this filing in accordance with the provisions of Rule 428
  under the Securities Act of 1933, as amended (the "Securities Act"), and the
  introductory Note to Part I of Form S-8.
  
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
           Pursuant to General Instruction E to Form S-8, Trinity Industries, Inc.
  ("Trinity") and the Profit Sharing Plan for Employees of Trinity Industries,
  Inc. and Certain Affiliates as Restated Effective April 1, 1999 (the "Profit
  Sharing Plan") hereby incorporate by reference the contents of the Registration
  Statement on Form S-8 as filed with the Securities and Exchange Commission (the
  "Commission") on December 19, 1986 (Registration No. 33-10937), as subsequently
  amended. This Registration Statement is being filed to register an additional
  500,000 shares of Common Stock of Trinity, $1.00 par value per share, for
  issuance under the Profit Sharing Plan and 250,000 shares of Common Stock of
  Trinity for issuance under the Supplemental Profit Sharing Plan for Employees of
  Trinity Industries, Inc. and Certain Affiliates (the "Supplemental Plan"), in
  each event with related plan interests, pursuant to the terms of such plans.
  
           Trinity and the Profit Sharing Plan and the Supplemental Plan hereby
  incorporate by reference the documents set forth below in this Registration
  Statement. All documents subsequently filed by Trinity, the Profit Sharing Plan
  and the Supplemental Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the
  filing of a post-effective amendment which indicates that all securities offered
  have been sold or which deregisters all securities then remaining unsold, shall
  be deemed to be incorporated by reference into this Registration Statement and
  to be a part hereof from the date of filing of such documents. Any statement
  contained in a document incorporated or deemed to be incorporated by reference
  herein shall be deemed to be modified or superseded for purposes of this
  Registration Statement to the extent a statement contained herein or in any
  other subsequently filed document which also is or is deemed to be incorporated
  by reference herein modifies or supersedes such statement. Any such statement so
  modified or superseded shall not be deemed, except as so modified or superseded,
  to constitute a part of this Registration Statement.
  
           (a) Trinity's Annual Report on Form 10-K filed with the Commission for
               the fiscal year ended March 31, 1999;
  
           (b) Trinity's Quarterly Reports on Form 10-Q filed with the Commission
               for the fiscal quarters ended June 30, 1999 and September 30, 1999;
  
           (c) Trinity's Current Report on Form 8-K filed with Commission on April
               1, 1999;
  
                                        -3-
  4
  
           (d) The description of Trinity's Common Stock, $1.00 par value per
               share, contained in Trinity's Registration Statement on Form S-4
               dated July 17, 1996 (Registration No. 333-8321), as amended by
               Post-Effective Amendment No. 1 dated July 19, 1996; and
  
           (e) The description of rights to purchase Trinity's Series A Junior
               Participating Preferred Stock, $1.00 par value per share, contained
               in Trinity's Registration Statement on Form 8-A dated April 2, 1999
               filed pursuant to Section 12 of the Exchange Act.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
           Not Applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
           Not Applicable.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           (a) Section 145(a) of the Delaware General Corporation Law (the "DGCL")
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (collectively, a "Proceeding") (other than an action by or in the right of the
  corporation) by reason of the fact that he or she is or was a director, officer,
  employee or agent of the corporation, or is or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation or
  enterprise, against expenses (including attorneys' fees), judgments, fines and
  amounts paid in settlement actually and reasonably incurred by him or her in
  connection with such action, suit or proceeding if such person acted in good
  faith and in a manner he or she reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his or her conduct was
  unlawful.
  
           Section 145(b) of the DGCL provides that a corporation may indemnify
  any person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that such
  person acted in any of the capacities set forth above, against such expenses
  actually and reasonably incurred by him or her in connection with the defense or
  settlement of such action or suit if he or she acted under similar standards,
  except that no indemnification may be made in respect of any claim, issue or
  matter as to which such person shall have been adjudged to be liable to the
  corporation unless and only to the extent that the Court of Chancery or the
  court in which such action or suit was brought shall determine upon application
  that, despite the adjudication of liability but in view of all the circumstances
  of the case, such person is fairly and reasonably entitled to indemnification
  for such expenses which the court shall deem proper.
  
                                        -4-
  5
  
           Further, Section 145(c) of the DGCL provides that, to the extent a
  director or officer of a corporation has been successful on the merits or
  otherwise in the defense of any action, suit or proceeding referred to above or
  in the defense of any claim, issue or matter therein, he or she shall be
  indemnified against expenses (including attorneys' fees) actually and reasonably
  incurred by him or her in connection therewith.
  
           Section 145(f) of the DGCL provides that the statutory provisions on
  indemnification are not exclusive of indemnification provided pursuant to, among
  other things, the bylaws or indemnification agreements. Trinity's Bylaws contain
  provisions regarding the indemnification of directors and officers of Trinity.
  Article VI of Trinity's Bylaws provides for the indemnification of Trinity's
  officers and directors to substantially the same extent permitted by the DGCL.
  
           The indemnification described above (unless ordered by a court) shall
  be paid by Trinity unless a determination is made (i) by Trinity's Board of
  Directors by a majority vote of a quorum consisting of directors who were not
  parties to such Proceeding, or (ii) if such a quorum is not obtainable, or, even
  if obtainable a quorum of disinterested directors so directs, by independent
  legal counsel in a written opinion, or (iii) by Trinity's stockholders, that
  indemnification of the director, officer, employee or agent is not proper in the
  circumstances because he has not met the applicable standard of conduct set
  forth above.
  
           Article VI of Trinity's Bylaws provides that costs, charges and
  expenses (including attorneys' fees) incurred by a person seeking
  indemnification under Article VI of Trinity's Bylaws in defending a Proceeding
  shall be paid by Trinity in advance of the final disposition of such Proceeding;
  provided, however, that the payment of such costs, charges and expenses incurred
  by a director or officer in his capacity as a director or officer (and not in
  any other capacity in which service was or is rendered by such person while a
  director or officer) in advance of the final disposition of such Proceeding
  shall be made only upon receipt of an undertaking by or on behalf of the
  director or officer to repay all amounts so advanced in the event that it shall
  ultimately be determined that such director or officer is not entitled to be
  indemnified by Trinity. Such costs, charges and expenses incurred by other
  employees and agents may be so paid upon such terms and conditions, if any, as
  Trinity's Board of Directors deems appropriate. The Board of Directors may, upon
  approval of such director, officer, employee or agent of Trinity, authorize
  Trinity's counsel to represent such person in any Proceeding, whether or not
  Trinity is a party to such Proceeding.
  
           Section 102(b)(7) of the Delaware General Corporation Law permits a
  corporation to provide in its certificate of incorporation that a director of
  the corporation shall not be personally liable to the corporation or its
  stockholders for monetary damages for breach of fiduciary duty as a director,
  but excludes specifically liability for any (i) breach of the director's duty of
  loyalty to the corporation or its stockholders, (ii) acts or omissions not in
  good faith or involving intentional misconduct or a knowing violation of law,
  (iii) payments of unlawful dividends or unlawful stock repurchases or
  redemptions, or (iv) transactions from which the director derived an improper
  personal benefit. The provision does not limit equitable remedies, such as an
  injunction or rescission for breach of a director's fiduciary duty of care.
  
                                        -5-
  6
  
           Trinity's Certificate of Incorporation contains a provision eliminating
  the personal liability of a director from breaches of fiduciary duty, subject to
  the exceptions described above.
  
           (b) Trinity has entered into Indemnity Agreements with all of its
  directors and officers that establish contract rights to indemnification
  substantially similar to the rights to indemnification provided for in Trinity's
  Bylaws.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not Applicable.
  
  ITEM 8.  EXHIBITS.
  
           The following documents are filed as a part of this registration
  statement.
  EXHIBIT  DESCRIPTION
           -------  -----------
  4.1   Specimen Common Stock Certificate of Registrant (incorporated by
                 reference to Exhibit 4.1 to the Registrant's Form 10-K Annual
                 Report for the fiscal year ended March 31, 1999, filed June 29,
                 1999).
  
           23.1* Consent of Ernst & Young LLP.
  
           24.1* Power of Attorney (included on the signature pages of this
                 Registration Statement).
  
           99.1* Profit Sharing Plan for Employees of Trinity Industries, Inc. and
                 Certain Affiliates as Restated Effective April 1, 1999.
  
           99.2* Supplemental Profit Sharing Plan for Employees of Trinity
                 Industries, Inc. and Certain Affiliates (Amendment No. 8 and
                 Supplemental Profit Sharing Plan as Restated Effective January 1,
                 2000).
  ------------
  *        Filed herewith.
  
           Trinity hereby undertakes that it will submit or has submitted the
           Profit Sharing Plan for Employees of Trinity Industries, Inc. and
           Certain Affiliates as Restated Effective April 1, 1999, and any
           amendments thereto, to the Internal Revenue Service (the "IRS") in a
           timely manner and has made or will make all changes required by the IRS
           in order to qualify the plan under Section 401 of the Internal Revenue
           Code.
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)      Trinity hereby undertakes:
  
           (1) To file, during any period in which offers or sales are being made,
               a post-effective amendment to this Registration Statement:
  
               (i)  To include any prospectus required by Section 10(a)(3) of the
                    Securities Act;
  
                                        -6-
  7
  
               (ii)  To reflect in the prospectus any facts or events arising
                     after the effective date of this Registration Statement (or
                     the most recent post-effective amendment thereof) which,
                     individually or in the aggregate, represent a fundamental
                     change in the information set forth in this Registration
                     Statement; and
  
               (iii) To include any material information with respect to the plan
                     of distribution not previously disclosed in this Registration
                     Statement or any material change to such information in this
                     Registration Statement;
  
       provided,however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
       the information required to be included in a post-effective amendment by
       those paragraphs is contained in periodic reports filed with or furnished
       to the Commission by Trinity pursuant to Section 13 or Section 15(d) of the
       Exchange Act that are incorporated by reference in the registration
       statement.
  
       (2) That, for the purpose of determining any liability under the Securities
       Act, each such post-effective amendment shall be deemed to be a new
       registration statement relating to the securities offered therein, and the
       offering of such securities at that time shall be deemed to be the initial
       bona fide offering thereof.
  
       (3) To remove from registration by means of a post-effective amendment any
       of the securities being registered which remain unsold at the termination
       of the offering.
  
  (b) Trinity hereby undertakes that, for purposes of determining any liability
  under the Securities Act, each filing of Trinity's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Exchange Act) that is incorporated by reference in this Registration
  Statement shall be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at that time
  shall be deemed to be the initial bona fide offering thereof.
  
  (c) Insofar as indemnification for liabilities arising under the Securities Act
  may be permitted to directors, officers and controlling persons of Trinity
  pursuant to the foregoing provisions, or otherwise, Trinity has been advised
  that in the opinion of the Commission such indemnification is against public
  policy as expressed in the Securities Act and is, therefore, unenforceable. In
  the event that a claim for indemnification against such liabilities (other than
  the payment by Trinity of expenses incurred or paid by a director, officer or
  controlling person of Trinity in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or controlling person in
  connection with the securities being registered, Trinity will, unless in the
  opinion of its counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question of whether such
  indemnification by it is against public policy as expressed in the Securities
  Act and will be governed by the final adjudication of such issue.
  
                                        -7-
  8
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, the registrant
  certifies that it has reasonable grounds to believe that it meets all of the
  requirements for filing on Form S-8 and has duly caused this registration
  statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on November 12, 1999.
  
                                        TRINITY INDUSTRIES, INC.
  
                                        By: /s/ Michael G. Fortado
                                            -------------------------------------
                                            Michael G. Fortado, Vice President,
                                            Secretary and General Counsel
  
                                        -8-
  9
  
                                  POWER OF ATTORNEY
  
           KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
  appears below hereby constitutes and appoints Timothy R. Wallace, Jim S. Ivy and
  Michael G. Fortado, and each of them with full power to act without the other,
  his true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him and in his name, place and stead, in
  any and all capacities, to sign any and all amendments (including post-effective
  amendments) to this Registration Statement, and to file the same, with all
  exhibits thereto, and all other documents in connection therewith, with the
  Securities and Exchange Commission, granting unto said attorneys-in-fact and
  agents, and each of them, full power and authority to do and perform each and
  every act and thing requisite and necessary to be done on and about the premises
  as fully and to all intents and purposes as he might or could do in person,
  hereby ratifying and confirming all that said attorneys-in-fact and agents, or
  any of them, or their substitute or substitutes, may lawfully do or cause to be
  done by virtue hereof.
  
           Pursuant to the requirements of the Securities Act of 1933, this
  registration statement has been signed by the following persons in the
  capacities and on the dates indicated.
  SIGNATURES                                 TITLE                                  DATE
               ----------                                 -----                                  ----
  /s/ Timothy R. Wallace                      Chairman, President, Chief                   November 12, 1999
  ------------------------------------        Executive Officer and Director
  Timothy R. Wallace                          (Principal Executive Officer)
  
  /s/ Jim S. Ivy                              Vice President (Principal                    November 12, 1999
  ------------------------------------        Financial Officer)
  Jim S. Ivy
  
  /s/ John M. Lee                             Vice President (Principal                    November 12, 1999
  ------------------------------------        Accounting Officer)
  John M. Lee
  
  /s/ W. Ray Wallace                          Director                                     November 12, 1999
  ------------------------------------
  W. Ray Wallace
  
  /s/ David W. Biegler                        Director                                     November 12, 1999
  ------------------------------------
  David W. Biegler
  
  /s/ Barry L. Galt                           Director                                     November 12, 1999
  ------------------------------------
  Barry L. Galt
  -9-
  10
  SIGNATURES                                 TITLE                                  DATE
               ----------                                 -----                                  ----
  /s/ Clifford J. Grum                        Director                                     November 12, 1999
  ------------------------------------
  Clifford J. Grum
  
  /s/ Dean P. Guerin                          Director                                     November 12, 1999
  ------------------------------------
  Dean P. Guerin
  
  /s/ Jess T. Hay                             Director                                     November 12, 1999
  ------------------------------------
  Jess T. Hay
  
  /s/ Edmund M. Hoffman                       Director                                     November 12, 1999
  ------------------------------------
  Edmund M. Hoffman
  
  /s/ Diana S. Natalicio                      Director                                     November 12, 1999
  ------------------------------------
  Diana S. Natalicio
  -10-
  11
  
           Pursuant to the requirements of the Securities Act of 1933, the
  trustees (or other persons who administer the employee benefit plans) of the
  Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain
  Affiliates as Restated Effective April 1, 1999 and the Supplemental Profit
  Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates
  have duly caused this Registration Statement to be signed on their behalf by the
  undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
  on the 12th day of November, 1999.
  
                                   PROFIT SHARING PLAN FOR
                                   EMPLOYEES OF TRINITY INDUSTRIES, INC.
                                   AND CERTAIN AFFILIATES AS RESTATED
                                   EFFECTIVE APRIL 1, 1999
  
                                   By: Profit Sharing Committee for the Profit
                                       Sharing Plan for Employees of Trinity
                                       Industries and Certain Affiliates as
                                       Restated Effective April 1, 1999
  
                                       By: /s/ Timothy R. Wallace
                                           ---------------------------------------
                                       Printed Name: Timothy R. Wallace
                                       Title: Member, Profit Sharing Committee
  
                                       By: /s/ Jack L. Cunningham, Jr.
                                           ---------------------------------------
                                       Printed Name: Jack L. Cunningham, Jr.
                                       Title: Member, Profit Sharing Committee
  
                                       By: /s/ Neil O. Shoop
                                           ---------------------------------------
                                       Printed Name: Neil O. Shoop
                                       Title: Member, Profit Sharing Committee
  
                                        -11-
  12
  
                                   SUPPLEMENTAL PROFIT SHARING PLAN FOR
                                   EMPLOYEES OF TRINITY INDUSTRIES, INC.
                                   AND CERTAIN AFFILIATES
  
                                   By: Profit Sharing Committee for the
                                       Supplemental Profit Sharing Plan for
                                       Employees of Trinity Industries, Inc. and
                                       Certain Affiliates
  
                                       By: /s/ Timothy R. Wallace
                                           ---------------------------------------
                                       Printed Name: Timothy R. Wallace
                                       Title: Member, Profit Sharing Committee
  
                                       By: /s/ Jack L. Cunningham, Jr.
                                           ---------------------------------------
                                       Printed Name: Jack L. Cunningham, Jr.
                                       Title: Member, Profit Sharing Committee
  
                                       By: /s/ Neil O. Shoop
                                           ---------------------------------------
                                       Printed Name: Neil O. Shoop
                                       Title: Member, Profit Sharing Committee
  
                                        -12-
  13
  
                                  INDEX TO EXHIBITS
  Exhibit
           Number            Exhibit
           -------           -------
  4.1               Specimen Common Stock Certificate of Registrant
                             (incorporated by reference to Exhibit 4.1 to the
                             Registrant's Form 10-K Annual Report for the fiscal
                             year ended March 31, 1999, filed June 29, 1999).
  
           23.1*             Consent of Ernst & Young LLP.
  
           24.1*             Power of Attorney (included on the signature pages of
                             this Registration Statement).
  
           99.1*             Profit Sharing Plan for Employees of Trinity
                             Industries, Inc. and Certain Affiliates as Restated
                             Effective April 1, 1999.
  
           99.2*             Supplemental Profit Sharing Plan for Employees of
                             Trinity Industries, Inc. and Certain Affiliates
                             (Amendment No. 8 and Supplemental Profit Sharing Plan
                             as Restated Effective January 1, 2000).
  --------------
  
  *        Filed herewith.