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EX-99.1 - EX-99.1 - American Railcar Industries, Inc.d476255dex991.htm












Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): January 30, 2013.




(Exact name of registrant as specified in its charter)




North Dakota   000-51728   43-1481791

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

100 Clark Street

St. Charles, Missouri

(Address of principal executive offices)   (Zip Code)

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


(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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

On January 30, 2013, American Railcar Industries, Inc. (“ARI” or the “Company”) delivered notice to redeem the remaining $175 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 the full redemption of all outstanding Notes pursuant to the optional redemption provisions of the Indenture.

The redemption date has been set for March 1, 2013. The redemption price will be 100% of the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest thereon to February 28, 2013. As of January 30, 2013, the outstanding principal balance of the Notes was $175.0 million. The Company will fund the redemption with available cash.

Item 7.01. Regulation FD Disclosure

On January 30, 2013, the Company filed a press release announcing the full redemption of the Notes. The press release 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 January 30, 2013


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: January 30, 2013       American Railcar Industries, Inc.

/s/ Dale C. Davies

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