Schedule 13G Amendment No. 2

0001193125-14-028592.txt : 20140130 0001193125-14-028592.hdr.sgml : 20140130 20140130164133 ACCESSION NUMBER: 0001193125-14-028592 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140130 DATE AS OF CHANGE: 20140130 GROUP MEMBERS: ANDREW T. ANTON GROUP MEMBERS: HOURGLASS MASTER FUND, L.P. GROUP MEMBERS: JOHN H. MOFFET GROUP MEMBERS: KENNETH A. MOFFET SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FreightCar America, Inc. CENTRAL INDEX KEY: 0001320854 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80764 FILM NUMBER: 14561247 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (800) 458-2235 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 1300 CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: FCA Acquisition Corp. DATE OF NAME CHANGE: 20050316 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HOURGLASS CAPITAL, LLC CENTRAL INDEX KEY: 0001442573 IRS NUMBER: 262695261 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4409 MONTROSE BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77006 BUSINESS PHONE: 7139360440 MAIL ADDRESS: STREET 1: 4409 MONTROSE BLVD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77006 SC 13G/A 1 d666363dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 2 Schedule 13G Amendment No. 2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

FREIGHTCAR AMERICA, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

357023100

(CUSIP Number)

December 31, 2013

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

x Rule 13d-1(c)

¨ Rule 13d-1(d)

*	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 the disclosures provided in a prior cover page.

The information required in 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).

Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications:

Taylor H. Wilson, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000


CUSIP No. 357023100


1.	Names of reporting persons. Hourglass Capital, LLC
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization Texas
Number of shares beneficially owned by each reporting person with:		5.	Sole voting power 657,134
		6.	Shared voting power 0
		7.	Sole dispositive power 657,134
		8.	Shared dispositive power 0
9.	Aggregate amount beneficially owned by each reporting person 657,134
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 5.5%
12.	Type of reporting person (see instructions) OO, IA


CUSIP No. 357023100


1.	Names of reporting persons. Hourglass Master Fund, L.P.
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization Cayman Islands
Number of shares beneficially owned by each reporting person with:		5.	Sole voting power 455,764
		6.	Shared voting power 0
		7.	Sole dispositive power 455,764
		8.	Shared dispositive power 0
9.	Aggregate amount beneficially owned by each reporting person 455,764
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 3.8%
12.	Type of reporting person (see instructions) PN


CUSIP No. 357023100


1.	Names of reporting persons. Kenneth A. Moffet
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:		5.	Sole voting power 657,134
		6.	Shared voting power 0
		7.	Sole dispositive power 657,134
		8.	Shared dispositive power 0
9.	Aggregate amount beneficially owned by each reporting person 657,134
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 5.5%
12.	Type of reporting person (see instructions) IN, HC


CUSIP No. 357023100


1.	Names of reporting persons. John H. Moffet
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:		5.	Sole voting power 657,134
		6.	Shared voting power 0
		7.	Sole dispositive power 657,134
		8.	Shared dispositive power 0
9.	Aggregate amount beneficially owned by each reporting person 657,134
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 5.5%
12.	Type of reporting person (see instructions) IN, HC


CUSIP No. 357023100


1.	Names of reporting persons. Andrew T. Anton
2.	Check the appropriate box if a member of a group (see instructions) (a) ¨ (b) x
3.	SEC use only
4.	Citizenship or place of organization United States
Number of shares beneficially owned by each reporting person with:		5.	Sole voting power 657,134
		6.	Shared voting power 0
		7.	Sole dispositive power 657,134
		8.	Shared dispositive power 0
9.	Aggregate amount beneficially owned by each reporting person 657,134
10.	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ¨
11.	Percent of class represented by amount in Row (9) 5.5%
12.	Type of reporting person (see instructions) IN, HC

Item 1.

(a)

Name of Issuer

FreightCar America, Inc.

(b)

Address of Issuer’s Principal Executive Offices

Two North Riverside Plaza

Suite 1300

Chicago, IL 60606

Item 2.

(a)

Name of Person Filing

This statement is jointly filed by and on behalf of each of Hourglass Capital, LLC, Hourglass Master Fund, L.P., Kenneth A. Moffet, John H. Moffet and Andrew T. Anton. Hourglass Master Fund and other advisory clients are the record and direct beneficial owners of the securities covered by this statement. Hourglass Capital serves as investment adviser to, and may be deemed to beneficially own securities owned by, Hourglass Master Fund and other advisory clients. Messrs. Kenneth A. Moffet, John H. Moffet and Andrew T. Anton are the managing members of, and may be deemed to beneficially own securities owned by, Hourglass Capital.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any group with respect to the issuer or any securities of the issuer.

(b)

Address of Principal Business Office or, if none, Residence

The address of the principal business office of each reporting person is 4409 Montrose Boulevard, Suite 100, Houston, Texas 77006.

(c)

Citizenship

See Item 4 on the cover page(s) hereto.

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

357023100

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is:


(a)	¨	A broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

(b)	¨	A bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	¨	An insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	¨	An investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	¨	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with §240.13d- 1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);

(k)	¨	A group, in accordance with §240.13d-1(b)(1)(ii)(K).

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: .

Item 4.

Ownership.

(a)

Amount beneficially owned: See Item 9 on the cover page(s) hereto.

(b)

Percent of class: See Item 11 on the cover page(s) hereto.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote: See Item 5 on the cover page(s) hereto.

(ii)

Shared power to vote or to direct the vote: See Item 6 on the cover page(s) hereto.

(iii)

Sole power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto.

(iv)

Shared power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto.

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Other persons are known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this statement.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Date: January 30, 2014	Hourglass Capital, LLC

	By:	/s/ Kenneth A. Moffet
	Name:	Kenneth A. Moffet
	Title:	Managing Member

	Hourglass Master Fund, L.P.

	By:	Hourglass Capital, LLC, its Managing General Partner

	By:	/s/ Kenneth A. Moffet
	Name:	Kenneth A. Moffet
	Title:	Managing Member

	Kenneth A. Moffet

	By:	/s/ Kenneth A. Moffet
	Name:	Kenneth A. Moffet

	John H. Moffet

	By:	/s/ John H. Moffet
	Name:	John H. Moffet

	Andrew T. Anton

	By:	/s/ Andrew T. Anton
	Name:	Andrew T. Anton

EXHIBIT INDEX


Exhibit		Description of Exhibit

99.1		Joint Filing Agreement (incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission by the reporting persons on October 25, 2012)