SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Trimaran Investments II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 04/05/2005	3. Issuer Name and Ticker or Trading Symbol FreightCar America, Inc. [ RAIL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	372,541	I	I(2)
Common Stock	24,054	I	I(3)
Common Stock	156,851	I	I(4)
Common Stock	242,581	I	I(5)
Common Stock	264,648	I	I(6)
Common Stock	38,500	I	I(7)
Common Stock	56,100	I	I(8)
Common Stock	1,551,825	I	I(9)
Series A Voting Preferred Stock	2,500	I	I(9)
Series B Voting Preferred Stock	677.349	I	I(2)
Series B Voting Preferred Stock	43.734	I	I(3)
Series B Voting Preferred Stock	285.183	I	I(4)
Series B Voting Preferred Stock	441.056	I	I(5)
Series B Voting Preferred Stock	481.178	I	I(6)
Series B Voting Preferred Stock	321.5	I	I(9)
Series A Voting Preferred Stock	70	I	I(7)
Series A Voting Preferred Stock	102	I	I(8)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Trimaran Investments II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Fund II, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Capital, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Parallel II, L.P. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CIBC Employee Private Equity Fund (Trimaran) Partners (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CIBC Capital CORP (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Fund Management, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Trimaran Advisors, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Caravelle Investment Fund, L.L.C. (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. See Remarks

2. Shares directly held by Trimaran Fund II, L.L.C.

3. Shares directly held by Trimaran Capital, L.L.C.

4. Shares directly held by Trimaran Parallel Fund II, L.P.

5. Shares directly held by CIBC Employee Private Equity Fund (Trimaran) Partners

6. Shares directly held by CIBC Capital Corporation

7. Shares directly held by Trimaran Fund Management, L.L.C.

8. Shares directly held by Trimaran Advisors, L.L.C.

9. Shares directly held by Caravelle Investment Fund, L.L.C

Remarks:

(1) This report is filed jointly by Trimaran Investments II, L.L.C. ("Trimaran II"), Trimaran Fund II, L.L.C., Trimaran Capital, L.L.C., Trimaran Parallel Fund II, L.P., CIBC Employee Private Equity Fund (Trimaran) Partners, CIBC Capital Corporation, Trimaran Advisors, L.L.C., Trimaran Fund Management, L.L.C. and Caravelle Investment Fund, L.L.C. as members of a Section 13(d) "group." The reported securities are directly owned by Trimaran Fund II, L.L.C., Trimaran Capital, L.L.C., Trimaran Parallel Fund II, L.P., CIBC Employee Private Equity Fund (Trimaran) Partners, CIBC Capital Corporation, Trimaran Advisors, L.L.C., Trimaran Fund Management, L.L.C. and Caravelle Investment Fund, L.L.C. Trimaran II is the managing member of Trimaran Fund II, L.L.C., Trimaran Capital, L.L.C. and Trimaran Parallel Fund II, L.L.C., and has sole power to vote and dispose of shares held by CIBC Employee Private Equity Fund (Trimaran) Partners and CIBC Capital Corporation. Trimaran Advisors, L.L.C. and Trimaran Fund Management, L.L.C. are affiliated entities. Trimaran II may be deemed a director by deputization as a result of Jay R. Bloom, a managing member of Trimaran II, and Mark D. Dalton, who is employed by Trimaran II, serving on FreightCar's board of directors. The Reporting Persons on this Form 3 disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein. Exhibit List Exhibit 24 - Powers of Attorney Exhibit 99 - Joint Filer Information

	/s/ John Papachristos, John Papachristos, Attorney-In-Fact	04/05/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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