UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 21, 2006
AMERICAN RAILCAR INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
|
|
|
000-51728
(Commission File Number)
|
|
43-1481791
(I.R.S. Employer Identification No.) |
|
|
|
100 Clark Street, St. Charles, Missouri
(Address of Principal Executive Offices)
|
|
63301
(Zip Code) |
(636) 940-6000
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
|
|
|
Item 5.02 |
|
Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. |
On December 21, 2006, Jon F. Weber resigned from the Board of Directors of American Railcar
Industries, Inc. (the Company). Mr. Webers resignation comes in connection with his recent
announcement to resign, in order to pursue other opportunities, from his various positions at
companies affiliated with Carl C. Icahn, the Companys principal beneficial stockholder and the
Chairman of the Companys Board of Directors. Mr. Webers resignation from the Board of Directors
of the Company was not a result of any disagreement with the Company or the Companys Board of
Directors.
Also on December 21, 2006, the Board of Directors of the Company, pursuant to the Companys Bylaws,
elected Peter K. Shea to fill the vacancy created by Mr. Webers resignation. Mr. Shea has not
been, nor as of the date hereof is he expected to be, named to any committees of the Board of
Directors of the Company. Since December 1, 2006, Mr. Shea, 55, has been head of portfolio company
operations at American Real Estate Holdings Limited Partnership, an entity controlled by Mr. Icahn,
and since December 27, 2006, president of American Property Investors, Inc., which is
the general partner of American Real Estate Partners, L.P., a public limited partnership controlled
by Mr. Icahn that invests in real estate and holds various other interests, including the interests
in its subsidiaries that are engaged, among other things, in the casino entertainment business and
the textile business. Since December 27, 2006, Mr. Shea has also served as a director
of XO Holdings, Inc., a publicly traded telecommunications services provider controlled by Mr.
Icahn, and since December 20, 2006, as a director of WestPoint International Inc., a
subsidiary of American Real Estate Partners, L.P., engaged in the home textile business. Since
November 2006, Mr. Shea has been a director of Viskase Companies, Inc., a publicly owned producer
of cellulose and plastic casings used in preparing and packaging meat products, in which Mr. Icahn
has a controlling interest through the ownership of securities. From 2002 to November 2006, Mr.
Shea was an independent consultant to various companies and an advisor to private equity firms.
From 1997 to 2001 he was a Managing Director of H.J. Heinz Company in Europe, a manufacturer and
marketer of a broad line of food products across the globe. Mr. Shea has an MBA from the
University of Southern California and a BBA from Iona College.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
Dated: December 28, 2006 |
AMERICAN RAILCAR INDUSTRIES, INC.
|
|
|
By: |
/s/ William P. Benac
|
|
|
|
Name: |
William P. Benac |
|
|
|
Title: |
Senior Vice President, Chief Financial
Officer and Treasurer |
|
|