8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

____________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 26, 2011

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32483	61-1109077
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7140 Office Circle, Evansville, IN	47715
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (812) 962-5000

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. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      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 September 26, 2011, Accuride Corporation (“Accuride”) issued a press release announcing revised 2011 financial guidance and that it will hold a conference call to discuss such information.  The press release and the text of the slide presentation to be used by Accuride in connection with the conference call, including information concerning forward-looking statements and factors that may affect future results, are attached hereto as Exhibits 99.1 and 99.2, respectively.

Also on September 26, 2011, Accuride issued a press release announcing the sale of its wholly-owned subsidiary, Fabco Automotive Corporation (“Fabco”) to Fabco Holdings, Inc., a new company formed and capitalized by Wynnchurch Capital, Ltd. in partnership with Stone River Capital Partners, L.L.C.  The sale was concluded for a purchase price of $35,000,000 in cash, subject to a working capital adjustment, plus a contingent payment of up to $2,000,000 depending on Fabco’s financial performance during calendar year 2012.  The press release is attached hereto as Exhibits 99.3.

The information contained in this Item 7.01 and in Exhibits 99.1, 99.2, and 99.3 is being furnished and not filed for purposes of the Securities Exchange Act of 1934 and is not deemed incorporated by reference by any general statements incorporating by reference this report or future filings into any filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent Accuride specifically incorporates the information by reference. By filing this report on Form 8-K and furnishing this information, Accuride makes no admission as to the materiality of any information in this Item 7.01 that is required to be disclosed solely by reason of Regulation FD.

The information being furnished pursuant to this Item 7.01 is intended to be considered in the context of Accuride’s SEC filings and other public announcements that Accuride may make from time to time, by press release or otherwise. Accuride undertakes no duty or obligation to publicly update or revise the information contained in this report.  Furthermore, no inference should be drawn from the Company’s revised guidance that it will make additional updates with respect to that guidance or any other forward-looking statements made in the future.

Item 9.01. Financial Statements and Exhibits

(d)           Exhibits

99.1   Press Release, dated September 26, 2011, entitled “Accuride Revised 2011 Financial Guidance”.

99.2   Text of Slide Presentation of Accuride Corporation used in connection with Accuride Corporation’s conference call to discuss revised financial guidance.

99.3   Press Release, dated September 26, 2011, entitled “Accuride Corporation Announces Sale of its Fabco Automotive Subsidiary”.

SIGNATURE

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.

ACCURIDE CORPORATION

/s/ STEPHEN A. MARTIN	Dated:  September 26, 2011
Stephen A. Martin
Senior Vice President / General Counsel

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated September 26, 2011, entitled “Accuride Revised 2011 Financial Guidance”.
99.2	Text of Slide Presentation of Accuride Corporation used in connection with Accuride Corporation’s conference call to discuss revised financial guidance.
99.3	Press Release, dated September 26, 2011, entitled “Accuride Corporation Announces Sale of its Fabco Automotive Subsidiary”.

EX-99.1

News Release

CORPORATION

7140 Office Circle

P.O. Box 15600

Evansville, IN  47716-0600

Investor Relations:	Chad Monroe
Phone:	(812) 962-5041
Media Relations:	Eva Schmitz
Phone:	(812) 962-5011

Accuride Revises 2011 Financial Guidance

·   Management Remains Confident in Commercial Vehicle Market Outlook and Operational Turn-Around Plans

·   Fabco Subsidiary Divested

·   Call Scheduled to Discuss Guidance Update

EVANSVILLE, Ind. – Sept. 26, 2011 – Accuride Corporation (NYSE:  ACW), a leading supplier of components to the commercial vehicle industry, today announced that it is updating its adjusted full-year 2011 guidance.

	Current Guidance	Previous Guidance
Sales	$950 to $975 million	$950 million to $1 billion
EPS Diluted	$(0.05) to $0.04	$0.40 to $0.50
Adjusted EBITDA	$85 to $90 million	$110 to $115 million

"While we continue to see increasing OEM demand, we are facing market conditions and performance issues at our operations that will prevent us from achieving 2011 full-year results within the ranges we published last quarter,” stated Rick Dauch, President and Chief Executive Officer of Accuride Corporation.  “Most significant of these is the slower-than-anticipated turnaround in performance at our Gunite business, including the effects of a quality issue experienced in the third quarter.  While below the Company’s prior guidance, this updated range remains a significant improvement over 2010.”

The major issues driving the change in the Company’s Adjusted EBITDA guidance are:

·   $8 million in reduced sales volume and unfavorable OEM/aftermarket mix in Wheels, Gunite, and Imperial.

·   $9 million in reduced performance at Gunite, including $5 million related to a quality issue experienced in the third quarter, and $4 million in continuing operating inefficiencies.

·   $3 million in increased start-up costs associated with aluminum wheel capacity expansion at Erie, Camden, and Monterrey plants.  A portion of this is due to a change in accounting between expense and capital.

·   $2 million in adjustments to reflect the impact of the sale of Fabco Automotive.

·   $3 million in other items, including increased maintenance expenditures, a new labor agreement at Brillion, and higher personnel costs at other locations.

Accuride’s previously forecasted sales volume is being impacted by short-notice schedule changes at its OEM customers due to continuing industry supply chain constraints.  In addition, aluminum wheel demand continues to increase relative to that of steel wheels.  This shift has created a short-term inability to meet aftermarket demand for aluminum wheels as production shifts to support OEM growth.  Combined with the capacity constraint at Gunite, this shift has resulted in a higher mix of sales to the OEMs, rather than higher-margin sales to aftermarket customers.  The increase in aluminum wheel demand validates the Company’s strategic decision to rationalize steel wheel and increase aluminum wheel capacity.

During the third quarter, Gunite experienced a quality issue with brake drums resulting in lost production and manufacturing inefficiencies while the root cause was determined.  These operational and quality issues have elevated manufacturing costs and exacerbated existing capacity constraints.  The Company expects this condition to continue through the second quarter of 2012, when its new machining lines are scheduled to be installed and launched.

The start-up costs associated with Accuride’s new aluminum wheel capacity at its Camden, Erie, and Monterrey plants are running higher than previously planned, due in part to a shift in investment between expense and capital, as well as increased overtime in order to meet increasing customer demand.  The launch of the new, high-volume aluminum wheel machining capacity being installed in Erie is expected to be in full production by the end of October.

“We are disappointed in our near-term performance and are addressing the operational issues at Gunite, while remaining focused on launching our new aluminum wheel capacity at three separate manufacturing locations,” added Dauch.  “We remain confident in our expectations for continued revenue growth and margin enhancement from our operational improvement and capacity expansion investments.  At the same time, we continue to take actions to focus resources and efforts on our core wheel-end businesses. The divestiture of our Fabco Automotive subsidiary advances the execution of our strategic plan.  We intend to apply sale proceeds to enhance our operational improvement initiatives and global growth plans.  We expect the North American commercial vehicle market to continue its growth trend into 2012-2013.”

Conference Call

The Company will conduct a conference call to review its guidance update on September 27, 2011, at 7 a.m. Central Time.  The phone number to access the conference call is (866) 510-0704 in the United States, or (617) 597-5362 internationally, access code 76415908.  The conference call will be accompanied by a slide presentation, which can be accessed through the investor relations section of the Company’s web site.  A replay will be available beginning September 27, 2011, at 10:00 a.m. Central Time, continuing to October 4, 2011, by calling (888) 286-8010 in the United States, or (617) 801-6888 internationally, access code 30378700. 

Company Profile

Accuride Corporation is a leading supplier of components to the commercial vehicle industry.  The Company’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, and other commercial vehicle components.  The Company’s products are marketed under its brand names, which include Accuride®, Gunite®, ImperialTM, and BrillionTM.  For more information, visit the Company’s website at http://www.accuridecorp.com.

Adjusted EBITDA

Accuride defines Adjusted EBITDA as its net income or loss before income tax expense or benefit, interest expense, net, depreciation and amortization, restructuring, severance, and other charges, impairment, and currency losses, net. Adjusted EBITDA has been included because the Company believes that it is useful for us and our investors to measure our ability to provide cash flows to meet debt service. Adjusted EBITDA should not be considered an alternative to net income (loss) or other traditional indicators of operating performance and cash flows determined in accordance with accounting principles generally accepted in the United States.  The Company also presents Adjusted EBITDA because covenants in the agreements governing our material indebtedness contain ratios based on this measure on a quarterly basis. While Adjusted EBITDA is used as a measure of liquidity and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculations.

Forward-looking statements

Statements contained in this news release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding Accuride’s expectations, hopes, beliefs and intentions with respect to future results.  Such statements are subject to the impact on Accuride’s business and prospects generally of, among other factors, market demand in the commercial vehicle industry, general economic, business and financing conditions, labor relations, governmental action, competitor pricing activity, expense volatility and other risks detailed from time to time in Accuride’s Securities and Exchange Commission filings, including those described in Item 1A of Accuride’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010.  Any forward-looking statement reflects only Accuride’s belief at the time the statement is made.  Although Accuride believes that the expectations reflected in these forward-looking statements are reasonable, it cannot guarantee its future results, levels of activity, performance or achievements.  Except as required by law, Accuride undertakes no obligation to update any forward-looking statements to reflect events or developments after the date of this news release.  Furthermore, no inference should be drawn from the update contained herein that Accuride will make additional updates with respect to the updates contained herein or any other forward-looking statements made in the future.

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EX-99.2

Page | *

Full Year Guidance

Net Sales$950.0to$975.0

Adjusted EBITDA$85.0to$90.0

EPS - Diluted$(0.05) to$0.04

Depreciation & Amortization$49.0

Capital Expenditures$63.0

Cash Interest Expense$31.0

Excess Pension Contributions$15.0

Trade Working Capital Use of Cash$25.0

Tax Rate for Book15%

Free Cash Flow($55.0)to($50.0)

EX-99.3

News Release

                                                  

CORPORATION

7140 Office Circle

P.O. Box 15600

Evansville, IN  47716-0600

Investor Relations:	Chad Monroe
Phone:	(812) 962-5041
Media Relations:	Eva Schmitz
Phone:	(812) 962-5011

FOR IMMEDIATE RELEASE

Accuride Corporation Announces Sale

of its Fabco Automotive Subsidiary

EVANSVILLE, Ind. – Sept. 26, 2011– Accuride Corporation (NYSE:  ACW), a leading supplier of components to the commercial vehicle industry, today announced that it has sold its subsidiary Fabco Automotive Corporation (Fabco) to Fabco Holdings Inc. a new company formed and capitalized by Wynnchurch Capital, Ltd. (Wynnchurch) in partnership with Stone River Capital Partners, L.L.C. (SRCP).

Located in Livermore, California, Fabco produces a broad range of Steer Drive Axles, Transfer Cases, Split Shaft Power Take Offs, and other industry leading specialty products for the commercial severe-duty industry.

“Throughout its history, Fabco has consistently engineered and brought to market innovative solution-providing products, establishing it as a well-respected brand name in the severe-duty commercial vehicle industry,” said Rick Dauch, Accuride President and CEO.

“Wynnchurch is excited to have an opportunity to invest in Fabco and provide capital to support the continued growth of the business.  We believe Fabco is an exceptional supplier of heavy duty, all-wheel drive components to the severe-duty vehicle industry.  We look forward to working with Al Sunderland, the President of Fabco, along with the rest of the Fabco team, to implement a growth strategy that will provide comprehensive and responsive solutions for all customers,” said Terry Theodore, Partner of Wynnchurch.

“We are pleased to partner with Wynnchurch in the acquisition of Fabco and look forward to building on the Company’s long and accomplished history of being a preferential supplier to the commercial vehicle marketplace,” commented Guy Boitos, Partner, Stone River Capital Partners.

“Today’s action is a win-win for all parties involved and advances Accuride’s strategic focus on our core wheel-end systems business,” Dauch added.  “We intend to apply proceeds from the sale of Fabco to enhance our operational improvement initiatives and global growth plans.”

BMO Capital Markets acted as the exclusive financial advisor to Accuride on this transaction.

-more-

About Fabco Automotive

Fabco Automotive has the most complete line of integrated all wheel drive transfer case and steerable drive axle systems for Class 6-8 vehicles in the industry.  Since 1918, Fabco has been dedicated to the commercial vehicle industry and its products are based on decades of severe service experience.  To learn more call 800-967-8838 or visit http://www.FabcoAutomotive.com.

About Accuride Corporation

Accuride Corporation is a leading supplier of components to the commercial vehicle industry.  The Company’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, and other commercial vehicle components.  The Company’s products are marketed under its brand names, which include Accuride®, Gunite®, ImperialTM, and BrillionTM.  For more information, visit the Company’s website at http://www.accuridecorp.com.

About Wynnchurch Capital

Wynnchurch Capital, headquartered in the Chicago suburb of Rosemont, Illinois with offices in Bloomfield Hills, Michigan, Dallas, Texas, and Toronto, Canada, was founded in 1999 and is a leading middle-market private equity investment firm. Wynnchurch’s strategy is to partner with middle market companies in the United States and Canada which have the potential for substantial growth and profit improvement. Wynnchurch Capital manages a number of private equity funds with capital under management in excess of $1 billion specializing in management buyouts, recapitalizations, corporate carve-outs, restructurings and growth capital. More information about Wynnchurch Capital can be found at: http://www.wynnchurch.com.

About Stone River Capital Partners

Stone River Capital Partners is an advisory and private investment firm based in Birmingham, Michigan that focuses on acquisitions of middle-market businesses.  SRCP customizes transactions to meet the goals of all parties, and prides itself on being supportive partners to management teams.  With extensive backgrounds in management, finance and operations, SRCP seeks to combine its skills with its partner companies to help facilitate their growth.  More information about Stone River Capital Partners can be found at: www.stonerivercap.com.

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