Trinity Industries Inc. Makes Announcement

Business Wire, August 28, 1997

DALLAS--(BUSINESS WIRE)--Aug. 28, 1997--Trinity Industries Inc. (NYSE:TRN) announced it has entered into an agreement in principle to acquire American Railcar Industries, Inc. ("ARI") from Carl C. Icahn, who is also owner and Chairman of ACF Industries, Incorporated. The purchase price, which includes certain assets being purchased from ACF, is approximately $300 million. The transaction is subject to the completion of a definitive agreement and the expiration of antitrust waiting periods.

Trinity Chairman and Chief Executive Officer W. Ray Wallace said, "We are glad to have reached this agreement in principle to acquire ARI. We feel ARI's activities in railcar manufacturing will be a positive addition to Trinity's existing operations."

ACF Chairman and Chief Executive Officer Carl C. Icahn said, "This combination would bring together two excellent companies in a way that will provide an outstanding opportunity for ACF to enhance and expand its leasing business."

Trinity Industries Inc., with headquarters in Dallas, Texas, is one of the nation's leading diversified industrial manufacturers. Trinity principally operates in three business segments: Transportation Products, Construction Products and Industrial Products.

ARI is a fully integrated supplier to the North American freight car market. ARI operates numerous manufacturing and repair facilities throughout North America.

This news release contains "forward looking statements" as defined by the Private Securities Litigation Reform Act of 1995 and includes statements as to expectations, beliefs and future financial performance, or assumptions underlying or concerning matters herein. These statements that are not historical facts are forward looking. Readers are directed to Trinity's Form 10-K and other SEC filings for a description of certain of the business issues and risk, a change in any of which could cause actual results or outcomes to differ materially from those expressed in the forward looking statements. Any forward looking statement speaks only as of the date on which such statement is made. Trinity undertakes no obligation to update any forward looking statement or statements to reflect events or circumstances after the date on which such statement is made.

CONTACT: Trinity Industries, Inc., Dallas

F. Dean Phelps, 214/589-8592