UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 2008
AMERICAN RAILCAR INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
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000-51728
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43-1481791 |
(Commission File Number)
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(I.R.S. Employer Identification No.) |
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100 Clark Street, St. Charles, Missouri
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63301 |
(Address of Principal Executive Offices)
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2008, Keith Meister resigned from the Board of Directors of American Railcar
Industries, Inc. (the Company). Mr. Meisters 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.
Mr. Meister was a member of the Compensation Committee of the Board of Directors of the Company and
also resigned from that position. Mr. Brett Icahn, the son of Mr. Carl C. Icahn and a current
member of the Companys Board of Directors, replaced Mr. Meister as a member of the Compensation
Committee effective January 31, 2008.
Also on January 31, 2008, the Board of Directors of the Company, pursuant to the Companys Bylaws,
elected Hunter Gary to fill the vacancy created by Mr. Meisters resignation. Mr. Gary 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 2003, Mr. Gary has been the Chief Operating Officer of Icahn
Sourcing LLC, where he is responsible for value enhancement of companies in which Mr. Icahn has a
significant interest, and has been employed by Icahn Associates Corp. Since 2007, Mr. Gary has also
served as a director of WestPoint International, Inc., which is engaged in the home textile
business. Additionally, Mr. Gary has also served as a director of Motricity, Inc., a company that
provides mobile content services and solutions, since 2007. With respect to each company mentioned
above, Mr. Carl C. Icahn, directly or indirectly, either (i) controls such company or (ii) has an
interest in such company through the ownership of securities. Mr. Gary is married to Mr. Carl C.
Icahns wifes daughter. Mr. Gary received his Bachelor of Arts degree with Senior Honors from
Georgetown University.
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, hereunto duly authorized.
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Dated: February 4, 2008 |
AMERICAN RAILCAR INDUSTRIES, INC.
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By: |
/s/ William P. Benac
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Name: |
William P. Benac |
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Title: |
Senior Vice President, Chief Financial
Officer and Treasurer |
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