Filed Pursuant to Rule 433
Registration Statement No. 333-134596
NEWS RELEASE
Investor Contact:
James E. Perry, Vice President and Treasurer
Trinity Industries, Inc.
214/589-8412
FOR IMMEDIATE RELEASE
Trinity Industries Prices $450 Million of Convertible Subordinated Notes
DALLAS, TEXAS — June 1, 2006 — Trinity Industries, Inc. (NYSE: TRN) today announced that it
has priced its previously announced offering of $450 million aggregate principal amount of
Convertible Subordinated Notes due 2036 (the “notes”). The Company has granted the underwriters a
13-day option to purchase an additional $50 million of the notes.
The notes will bear interest at a fixed rate equal to 3.875% per annum, payable semi-annually
commencing December 1, 2006. In addition, commencing with the six-month period beginning June 1,
2018, and for each six-month period thereafter, Trinity Industries will pay contingent interest to
holders of the notes under certain circumstances. The notes will be convertible upon occurrence of
specified events. If converted, holders of the notes will receive cash up to the principal amount
of a note and, if the market price of Trinity Industries common stock exceeds the conversion price
in effect on the conversion date, holders will also receive, at the election of Trinity Industries,
additional cash, a number of shares of Trinity Industries common stock or a combination of both.
The notes have an initial conversion price of $78.34 per share of common stock, which is a premium
of 35% over Trinity Industries’ closing stock price of $58.03 on June 1, 2006.
Trinity Industries may redeem all or a portion of the notes for cash at any time on or after
June 1, 2018, at a price equal to 100% of their principal amount, plus accrued and unpaid interest,
including
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any contingent interest, up to but excluding the redemption date. On June 1, 2018, or upon
the occurrence of a change in control, holders of the notes may require Trinity Industries to
purchase all or a portion of their notes at a price equal to 100% of the principal amount of the
notes submitted for repurchase, plus any accrued and unpaid interest, including any contingent
interest, up to but excluding the repurchase date.
Trinity Industries intends to use the proceeds of this offering to provide additional funds
for general corporate purposes, including the expansion of its railcar leasing business and
possible repayments or repurchases of a portion of its outstanding indebtedness.
J. P. Morgan Securities Inc., Banc of America Securities LLC, and Wachovia Securities are
acting as joint book-running managers.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any
dealer participating in the offering will arrange to send to you the prospectus if you request it
by calling toll-free 1-800-294-1322 or you may e-mail a request to robert.p.cash@jpmorgan.com,
dg.prospectus_distribution@bofasecurities.com, or equity.syndicate@wachovia.com.
Trinity Industries, Inc., with headquarters in Dallas, Texas, is one of the nation’s leading
diversified industrial companies. Trinity reports five principal business segments: the Rail Group,
the Railcar Leasing and Management Services Group, the Inland Barge Group, the Construction
Products Group, and the Energy Equipment Group.
Some statements in this release, which are not historical facts, are “forward-looking statements”
as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements about Trinity’s estimates, expectations, beliefs, intentions or strategies for
the future, and
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the assumptions underlying these forward-looking statements. Trinity uses the words “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “forecasts,” “may,” “will,” “should,” and similar
expressions to identify these forward-looking statements. Forward-looking statements involve risks
and uncertainties that could cause actual results to differ materially from historical experience
of our present expectations. For a discussion of such risks and uncertainties, which could cause
actual results to differ from those contained in the forward looking statements, see
“Forward-Looking Statements” in the Company’s Annual Report on
Form 10-K
for the most recent fiscal
year.
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