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EX-99.1 - PRESS RELEASE - American Railcar Industries, Inc.d391941dex991.htm

 

 

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): August 3, 2012.

 

 

AMERICAN RAILCAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

North Dakota   000-51728   43-1481791

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

100 Clark Street

St. Charles, Missouri

  63301
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (636) 940-6000

N/A

(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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. Regulation FD Disclosure

On August 3, 2012, American Railcar Industries, Inc. (“ARI” or the “Company”) delivered notice to redeem $100 million of the aggregate principal amount of its 7.5% senior notes due 2014 (the “Notes”). The Notes were issued pursuant to that certain Indenture, dated as of February 28, 2007, as amended and supplemented (the “Indenture”), among the Company, the Guarantors (as defined therein) and Wilmington Trust Company, as Trustee. The notice calls for a partial redemption of the Notes pursuant to the optional redemption provisions of the Indenture.

The redemption date has been set for September 4, 2012. The redemption price will be 101.875% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest thereon to September 3, 2012. As of August 3, 2012, the outstanding principal balance of the Notes was $275.0 million. The Company will fund the partial redemption with available cash.

A copy of the press release announcing the partial redemption of the Notes is attached as exhibit 99.1 and is incorporated herein by reference.

Limitation on Incorporation by Reference. The information contained in Exhibit 99.1 is being furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release regarding these forward-looking statements.

 

Item 9.01 Exhibits

(d) Exhibits.

 

99.1   Press release, dated August 3, 2012


SIGNATURE

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.

 

Date: August 3, 2012     American Railcar Industries, Inc.
  By:  

/s/ Dale C. Davies

  Name:   Dale C. Davies
  Title:   Senior Vice President, Chief Financial Officer and Treasurer