-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SQjkZI4PXGa78lKsgryNhnpSHWcjVmeEsvUzZbs9So06QM0LAvnrNArlmKLqr76M kTE9ZXmlj9od1RscM7s3uw== 0000910627-10-000010.txt : 20100115 0000910627-10-000010.hdr.sgml : 20100115 20100115171702 ACCESSION NUMBER: 0000910627-10-000010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100115 DATE AS OF CHANGE: 20100115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Railcar Industries, Inc. CENTRAL INDEX KEY: 0001344596 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 431481791 STATE OF INCORPORATION: ND FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81342 FILM NUMBER: 10531207 BUSINESS ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 BUSINESS PHONE: 636-940-6000 MAIL ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 FORMER COMPANY: FORMER CONFORMED NAME: American Railcar Industries, Inc./DE DATE OF NAME CHANGE: 20051116 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 sch13damd2011510.txt AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* American Railcar Industries, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 02916P 10 3 (CUSIP Number) Keith Schaitkin, Esq. Deputy General Counsel Icahn Associates Corp. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 15, 2010 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 02916P 10 3 1 NAME OF REPORTING PERSON IEH ARI Holdings LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 11,564,145 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 11,564,145 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,564,145 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.3% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 02916P 10 3 1 NAME OF REPORTING PERSON Icahn Enterprises Holdings L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 11,564,145 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,564,145 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,564,145 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.3% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 02916P 10 3 1 NAME OF REPORTING PERSON Icahn Enterprises G.P. Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 11,564,145 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,564,145 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,564,145 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.3% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 02916P 10 3 1 NAME OF REPORTING PERSON Beckton Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable. 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 11,564,145 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,564,145 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,564,145 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.3% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D CUSIP No. 02916P 10 3 1 NAME OF REPORTING PERSON Carl C. Icahn 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 11,564,145 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,564,145 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,564,145 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 54.3% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on January 31, 2006 by the Reporting Persons, as previously amended (the "Initial 13D"), with respect to the shares of Common Stock, no par value (the "Shares"), of American Railcar Industries, Inc., a Delaware corporation (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. The address of the principal executive office of the Issuer is 100 Clark Street, St. Charles, Missouri 63301. Item 2. Identity and Background Item 2 of the Initial 13D is hereby amended by adding the following: As a result of the transactions described in Item 4 below: (i) each of IEH ARI Holdings, LLC, a Delaware limited liability company ("ARI Holdings"), Icahn Enterprises Holdings L.P., a Delaware limited partnership ("Icahn Enterprises Holdings"), Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn Enterprises GP"), and Beckton Corp., a Delaware corporation ("Beckton"), shall be included within the definition of the term "Reporting Persons"; and (ii) each of Barberry, Hopper and Modal shall no longer be included within the definition of the term "Reporting Persons." The principal business address of each of the additional Reporting Persons is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601. Icahn Enterprises Holdings is the sole member of ARI Holdings. Icahn Enterprises GP is the general partner of Icahn Enterprises Holdings. Beckton is the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the additional Reporting Persons. In addition, Mr. Icahn is the indirect holder of approximately 92.56% of the outstanding depositary units representing limited partnership interests ("Depositary Units") in Icahn Enterprises L.P. ("Icahn Enterprises"), a New York Stock Exchange listed diversified holding company engaged in a variety of businesses, including investment management, metals and home fashion. Icahn Enterprises GP is the general partner of Icahn Enterprises, which is the sole limited partner of Icahn Enterprises Holdings. Each of ARI Holdings, Icahn Enterprises GP and Beckton is primarily engaged in the business of investing in and/or holding securities. Icahn Enterprises Holdings is primarily engaged in the business of holding controlling interests in various operating subsidiaries of Icahn Enterprises. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of the additional Reporting Persons are set forth in Schedule A attached hereto. None of the additional Reporting Persons, nor any manager or executive officer of the additional Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration Item 3 of the Initial 13D is hereby amended by adding the following: The information set forth below in Item 4 is incorporated herein by reference. Item 4. Purpose of Transaction Item 4 of the Initial 13D is hereby amended by adding the following: On January 15, 2010, the transactions contemplated by the Contribution and Exchange Agreement dated as of January 12, 2010 (the "Agreement") were consummated, pursuant to which, among other things, the 11,564,145 Shares previously owned by Carl C. Icahn and affiliated entities were contributed to Icahn Enterprises in exchange for 3,116,537 Depositary Units in Icahn Enterprises. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, a copy of which is filed herewith as Exhibit 1 and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer Item 5 of the Initial 13D is hereby amended and restated in its entirety to read as follows: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 11,564,145 Shares, representing approximately 54.3% of the Issuer's outstanding Shares (based upon the 21,302,296 Shares stated to be outstanding as of November 4, 2009 by the Issuer in the Issuer's Form 10-Q filing filed with the Securities and Exchange Commission on November 6, 2009). (b) ARI Holdings has sole voting power and sole dispositive power with regard to 11,564,145 Shares. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn (by virtue of their relationships to ARI Holdings) may be deemed to indirectly beneficially own the Shares which ARI Holdings owns. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) Except as described in Item 4, no transactions with respect to the Shares were effected during the past sixty (60) days by any of the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 of the Initial 13D is hereby amended by adding the following: The information set forth above in Item 4 is hereby incorporated by reference into this Item 6. Item 7. Material to be Filed as Exhibits 1 Contribution and Exchange Agreement dated as of January 12, 2009, by and among Barberry, Beckton, Caboose Holding LLC, Icahn Enterprises and Modal (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC by Icahn Enterprises on January 15, 2010) SIGNATURE After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 15, 2010 IEH ARI HOLDINGS, LLC By: Icahn Enterprises Holdings L.P., its sole member By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Dominick Ragone -------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Dominick Ragone -------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone -------------------- Name: Dominick Ragone Title: Chief Financial Officer BECKTON CORP. By: /s/ Edward E. Mattner ----------------------- Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn - -------------------- CARL C. ICAHN [Signature Page of Amendment No. 2 to Schedule 13D - American Railcar Industries, Inc. re contribution of ARI shares from Icahn affiliates to Icahn Enterprises L.P.] SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF THE ADDITIONAL REPORTING PERSONS The following sets forth the name, position, and principal occupation of each director and executive officer of each of the additional Reporting Persons. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of the additional Reporting Persons' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the additional Reporting Persons own any Shares. IEH ARI HOLDINGS LLC Name Position - ---- -------- Icahn Enterprises Holdings L.P. Sole Member ICAHN ENTERPRISES HOLDINGS L.P. Name Position - ---- -------- Icahn Enterprises G.P. Inc. General Partner ICAHN ENTERPRISES G.P. INC. Name Position - ---- -------- Carl C. Icahn Chairman Keith A. Meister Vice Chairman; Principal Executive Officer William A. Leidesdorf Director Jack G. Wasserman Director James L. Nelson Director Vincent J. Intrieri Director Dominick Ragone Chief Financial Officer; Treasurer Felicia P. Buebel Assistant Secretary BECKTON CORP. Name Position - ---- -------- Carl C. Icahn Chairman of the Board; President Jordan Bleznick Vice President/Taxes Edward E. Mattner Authorized Signatory Keith Cozza Secretary; Treasurer -----END PRIVACY-ENHANCED MESSAGE-----