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EX-99.1 - EX-99.1 - American Railcar Industries, Inc.d482194dex991.htm












Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 6, 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 7.01. Regulation FD Disclosure.

On February 13 and 14, 2013, American Railcar Industries, Inc. (“ARI” or the “Company”) expects to make a presentation concerning its business to investors and other interested parties. The materials to be utilized are attached as Exhibit 99.1 to this report.

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 investor presentation attached as an exhibit hereto, the investor presentation 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 investor presentation regarding these forward-looking statements.

Item 8.01. Other Events.

In accordance with Section 10-35-16 of the North Dakota Publicly Traded Corporations Act, this Current Report on Form 8-K is being filed with the Securities and Exchange Commission (“SEC”) to announce that the Company has established June 4, 2013 as the date for its 2013 Annual Meeting of Shareholders. A shareholder who wishes to propose a matter for consideration or a vote by shareholders at the Company’s 2013 Annual Meeting of Shareholders must deliver notice to the Company on or before March 7, 2013 and otherwise comply with the procedures set forth in the Company’s Bylaws. Additional information concerning the Company’s 2013 Annual Meeting of Shareholders will be included in the Company’s 2013 Proxy Statement relating to such meeting to be filed with the SEC within 120 days after the close of the Company’s year end and mailed to the Company’s shareholders.

Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit Number



Exhibit 99.1    Investor Presentation


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: February 6, 2013     American Railcar Industries, Inc.
    By:   /s/ Dale C. Davies
    Name:   Dale C. Davies

Senior Vice President, Chief

Financial Officer and Treasurer


Exhibit Number



Exhibit 99.1    Investor Presentation