0000928475-11-000216.txt : 20110928 0000928475-11-000216.hdr.sgml : 20110928 20110928172836 ACCESSION NUMBER: 0000928475-11-000216 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110928 DATE AS OF CHANGE: 20110928 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: 111113007 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 ariisch13damd3092811.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* American Railcar Industries, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 02916P 10 3 (CUSIP Number) Marc Weitzen, Esq. 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) September 27, 2011 (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) 54.2% 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 238,153 8 SHARED VOTING POWER 11,564,145 9 SOLE DISPOSITIVE POWER 238,153 10 SHARED DISPOSITIVE POWER 11,564,145 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,802,298 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.3% 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 11,802,298 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,802,298 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,802,298 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.3% 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 11,802,298 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,802,298 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,802,298 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.3% 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 11,802,298 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 11,802,298 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,802,298 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 55.3% 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 by amendments Number One and Number Two (the "Initial 13D"), with respect to the shares of Common Stock, no par value (the "Shares"), of American Railcar Industries, Inc., a North Dakota corporation (the "Issuer"), is hereby further 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 3. Source and Amount of Funds or Other Consideration Item 3 of the Initial 13D is hereby amended by adding the following: The Reporting Persons, hold in the aggregate, 11,802,298 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons in the past 60 days was approximately $3,641,509 (including commissions and premiums). 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, 11,802,298 Shares, representing approximately 55.3% of the Issuer's outstanding Shares (based upon the 21,352,297 Shares stated to be outstanding as of April 7, 2011 by the Issuer in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on August 2, 2011). (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. Icahn Enterprises Holdings has sole voting power and sole dispositive power with regard to 238,153 Shares. Each of 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. Pursuant to Rule 13d-3(a) under the Exchange Act, each of Icahn Enterprises GP, Beckton and Mr. Icahn (by virtue of their relationships to Icahn Enterprises Holdings) may be deemed to indirectly beneficially own the Shares which Icahn Enterprises Holdings owns. Each of Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) The following table sets forth all transactions with respect to Shares effected in the past 60 days, inclusive of any transactions effected through 5:00 p.m., New York City time, on September 28, 2011. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices. Name of Date Amount Price Reporting of of Per Person Transaction Securities Share ---------- ----------- ---------- ----- Icahn Enterprises Holdings 08/09/2011 6,387 15.59 Icahn Enterprises Holdings 08/18/2011 23,216 15.72 Icahn Enterprises Holdings 08/19/2011 31,360 14.96 Icahn Enterprises Holdings 08/23/2011 18,274 14.97 Icahn Enterprises Holdings 08/26/2011 1,774 15.71 Icahn Enterprises Holdings 09/06/2011 27,466 15.54 Icahn Enterprises Holdings 09/09/2011 5,500 15.70 Icahn Enterprises Holdings 09/12/2011 11,676 15.70 Icahn Enterprises Holdings 09/21/2011 19,000 15.69 Icahn Enterprises Holdings 09/22/2011 19,000 14.60 Icahn Enterprises Holdings 09/23/2011 19,000 15.11 Icahn Enterprises Holdings 09/26/2011 18,500 15.10 Icahn Enterprises Holdings 09/27/2011 18,500 15.41 Icahn Enterprises Holdings 09/28/2011 18,500 15.19 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: September 28, 2011 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