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 23, 2008

ACCURIDE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32483	61-1109077
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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 7.01Regulation FD Disclosure

On September 23, 2008, Accuride Corporation (“Accuride”) issued a press release announcing a leadership transition and plans for a restructuring of its business.  Accuride also announced that it will hold a conference call to discuss the announcement.  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.

The information contained in this report and in Exhibits 99.1 and 99.2 are being furnished and not filed for purposes of the Securities Exchange Act of 1934 and are 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 report that is required to be disclosed solely by reason of Regulation FD.

The information contained herein is summary information that is intended to be considered in the context of Accuride’s SEC filings and other public announcements that Accuride may make, by press release or otherwise, from time to time. Accuride undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as it believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

Exhibits
99.1	Press Release of Accuride Corporation, dated September 23, 2008.
99.2	Text of Slide Presentation of Accuride Corporation used in connection with Accuride Corporation’s September 23, 2008 conference call.

2

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
Date:	September 23, 2008	/s/ Stephen A. Martin
		Stephen A. Martin
		Vice President / General Counsel

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated September 23, 2008, entitled “Accuride Corporation Announces Leadership Transition and Restructuring Initiatives To Improve Competitiveness.”
99.2	Text of Slide Presentation of Accuride Corporation used in connection with Accuride Corporation’s September 23, 2008 conference call.

4

EX-99.1

Exhibit 99.1

Investor Relations Contact:	David Armstrong
Phone:	(812) 962-5059
Media Contact:	Eva Schmitz
Phone:	(812) 962-5011

FOR IMMEDIATE RELEASE

Accuride Corporation Announces Leadership Transition

and Restructuring Initiatives to Improve Competitiveness

Conference Call to be Held at 4:00 p.m. Central Time Today

·William M. Lasky appointed interim President and CEO following the resignation of John R. Murphy

·Workforce reduction of approximately 11%, while maintaining capacity to service customer needs during peak build levels

·One-time third quarter restructuring charges of approximately $14.3 million

·Estimated annual cost savings of approximately $27.5 million

·Creation of Aftermarket Division

·Adjusted EBITDA guidance for 2008, excluding charges, is reaffirmed at the low end of previously announced range of $85 – 100 million

EVANSVILLE, Ind. – September 23, 2008 –  Today, Accuride Corporation (NYSE: ACW), announced that John R. Murphy tendered his resignation as President and Chief Executive Officer, and as a Director of Accuride, effective September 22, 2008.  Upon acceptance of Murphy’s resignation, Accuride’s Board of Directors appointed William (Bill) M. Lasky as interim President and Chief Executive Officer.

Lasky has been an independent Director of Accuride since October 2007 and will continue to serve as a Director during his employment as interim President and Chief Executive Officer.  He has served as the Chairman of the Board of Stoneridge, Inc., a manufacturer of electronic

-more-

components, modules and systems for various vehicles, since July 2006 and has been a director of Stoneridge since January 2004.  Previously, Lasky served as the Chairman and President and Chief Executive Officer of JLG Industries, Inc., a manufacturer of aerial work platforms, telescopic material handlers and related accessories, from 1999 through late 2006, when JLG Industries was acquired by Oshkosh Truck Corporation.  Prior to joining JLG Industries, he  served in various senior capacities at Dana Corporation from 1977 to 1999.

“Given Bill’s experience from his previous executive assignments at JLG, Dana, and Stoneridge, in conjunction with his work as an Accuride Board member, we are confident that he will drive initiatives to improve Accuride’s financial performance while maintaining uninterrupted customer service,” said Terrence J. Keating, Chairman of the Board of Accuride.

Lasky commented, “I appreciate the confidence of the other Board members in my abilities.  Working with all of Accuride’s employees, I plan to have an immediate impact on the Company’s direction, and will work with the Board to bring permanent leadership to the Company to continue these efforts.”

Today, Accuride also announced a series of strategic restructuring initiatives to reduce expenses, increase competitiveness, strengthen customer relationships, and enhance shareholder value.

Accuride will conduct a conference call today, September 23, at 4:00 p.m. Central Time to discuss today’s announcements.

Workforce Reduction and Asset Review

As a result of the restructuring initiatives, Accuride will eliminate a total of 392 positions, or 11 percent, of its total workforce:

·159 salaried positions, or 18 percent of current level

·233 hourly employees, or 9 percent of current level

The Company expects to incur a one-time restructuring charge of approximately $14.3 million in the third quarter of 2008 of which a total of $10.0 million will impact cash during 2008 and 2009.  It is expected that the restructuring will save the Company an estimated $6.0 million in 2008 and generate annual cost savings of approximately $27.5 million thereafter.

“We are extremely mindful of the impact that these difficult but necessary actions have on our employees,” said Keating.  “However, given the current weak build rates and challenging macroeconomic environment, these initial restructuring steps are necessary to allow us to effectively compete in the markets we serve.”

In addition to the workforce reduction, the Company reiterated that it would continue to pursue initiatives that would reduce overhead costs and improve asset utilization through the redeployment of equipment and rationalization of facilities, while maintaining sufficient capacity to service customer needs during peak build levels.

“The restructuring plan is a culmination of months of work by management with the support and backing of the Board,” said Lasky.  “In addition to these initiatives, we believe there are

-more-

additional opportunities that merit further analysis and we will continue to press to reduce our costs, improve asset utilization, and accelerate organic growth.”

Creation of Aftermarket Division

Accuride confirmed its commitment to the aftermarket today by announcing the creation of a dedicated Aftermarket Division to strengthen its services and offerings to its customer base.

In conjunction with this announcement, Accuride named Tony Pape as Vice President and General Manager of its Aftermarket Division, creating senior executive level focus and accountability for this important market segment.  In addition, Phil Stolz was named Vice President, Truck OE Sales and Corporate Marketing to help ensure continued excellent OE support with an expanded focus on market development.

“We look to Tony and Phil to take a dynamic approach in significantly strengthening our customer relationships by servicing both the aftermarket and OE service in a centralized fashion,” said Rick Schomer, Accuride’s Senior Vice President, Sales and Marketing.  “To support these initiatives, we will be consolidating our existing warehouses to reduce freight and product handling costs and significantly improve our customer service offering for full mixed product truckloads to our aftermarket customers.”

Business Outlook and Guidance

Overall, order boards within the Class 5-8 markets as well as the trailer market have not yet gained meaningful traction as the freight environment remains weak and trucker profitability remains low following record high fuel prices.  Order boards within these markets saw month-over-month decreases in the second and third quarters.  With backlogs failing to increase, some OEMs continue to reduce their build plans for the remainder of 2008.  Currently OEM reported build rates translate into a North America Class 8 production of approximately 190,000 – 200,000 units for 2008 and Class 5-7 production of approximately 170,000 – 180,000 units.

“While we believe the restructuring initiatives will have a $6.0 million positive impact to our earnings in 2008, there are mitigating factors that will keep our earnings under pressure including: a prolonged delay in certain revenue programs due to customer start-up difficulties; continued weak build rates; and a delay of a portion of our recovery of increased raw material costs to early 2009,” said Lasky.  “It is anticipated that the negotiated raw material cost recovery delay will enable us to solidify our customer relationships in the near term and provide new longer-term business opportunities when the market returns to normal levels.  Excluding the one-time charges from our improvement initiatives, we are reaffirming our 2008 Adjusted EBITDA guidance at the lower end of our previously announced range (Table 1).”

Table 1

	Previous		Current
Class 8	190-215K		190-200K
Class 5-7	170-190K		170-180K
Trailer	145-160K		140-150K
Adj. EBITDA	$	85-100M	$	85-100M
Free Cash Flow	Break Even		Break Even

-more-

For a reconciliation of Adjusted EBITDA to net income (loss), please see the Company’s press release announcing its financial results for the three and six month periods ended June 30, 2008, which it furnished to the Securities and Exchange Commission on August 5, 2008.

Other Financial Matters

“The Company is currently in full compliance with the financial covenants under its credit facility and anticipates compliance through the end of the year,” said David Armstrong, Accuride’s Senior Vice President, Chief Financial Officer.  “Depending on the strength of the commercial vehicle market and the Company’s results from operations, it is possible that the Company may not maintain compliance with certain financial covenants at the end of the first quarter of 2009.  The Company is monitoring this situation closely and we will continue to explore alternatives to address compliance concerns.  In the meantime, we expect to have adequate liquidity from operating cash flow and our untapped revolver.”

Lasky concluded, “The depth of initiatives announced today will result in a leaner organization that is better positioned to deliver increased value to our shareholders while improving our competitiveness and customer service.  These actions will better position us to be a more agile competitor in the years ahead.”

Conference Call Information

The telephone number to access today’s 4:00 p.m. Central Time conference call is (866) 510-0708 in the United States, or (617) 597-5377 internationally, access code 58366799.  A live webcast of the conference call can be accessed on the Company’s website at www.accuridecorp.com.  A replay will be available beginning September 23, at 6:00 p.m. Central Time, to October 7, 2008, by calling (888) 286-8010 in the United States, or (617) 801-6888 internationally, access code 74031438.

Accuride Corporation is one of the largest and most diversified manufacturers and suppliers of commercial vehicle components in North America.  Accuride’s products include commercial vehicle wheels, wheel-end components and assemblies, truck body and chassis parts, seating assemblies and other commercial vehicle components.  Accuride’s products are marketed under its brand names, which include Accuride, Gunite, Imperial, Bostrom, Fabco, and Brillion.  For more information, visit Accuride’s website at http://accuridecorp.com.

This press release contains forward-looking statements that involve risks, uncertainties, and assumptions.  Many factors could affect the Restructuring Plan and the Company’s actual results.  And if the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of the Company may differ materially from those expressed or implied by such forward-looking statements and assumptions.  All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including but not limited to any projections, the extent or timing of cost savings, charges, use of cost savings, revenue or profitability improvements, or other financial items; any statements of the plans, strategies, and objectives of management for future operations, including timing and execution of any restructuring plans, benefit program changes or reorganizations and extent of employees impacted; any statements concerning the Company’s expected competitive position or

-more-

performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing.  Accuride presently considers the factors set forth below to be the important factors that could call actual results to differ materially from the Company’s published expectations; risks, uncertainties, and assumptions including the timing and execution of plans and programs subject to local labor law requirements, including consultation with appropriate work councils; assumptions related to severance and post-retirement costs; future acquisitions, dispositions, investments, new business initiatives and changes in product development and manufacturing which may affect expense and employment levels at the Company; assumptions relating to product demand and the business environment; and other risk factors that are described from time to time in the Company’s Securities and Exchange Commission reports, including but not limited to the risk factors described in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008, and other reports filed after the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007.  The Company assumes no obligation to update these forward-looking statements.

###

EX-99.2

Exhibit 99.2

STRATEGIC RESTRUCTURING CONFERENCE CALL

AGENDA LEADERSHIP TRANSITION STRATEGIC RESTRUCTURING HIGHLIGHTS FINANCIAL IMPACT 2008 GUIDANCE Q&A TERRY KEATING BILL LASKY DAVID ARMSTRONG DAVID ARMSTRONG DAVID ARMSTRONG TERRY KEATING BILL LASKY DAVE ARMSTRONG 2

FORWARD LOOKING STATEMENTS STATEMENTS IN THIS PRESENTATION WHICH ARE NOT STATEMENTS OF HISTORICAL FACT ARE “FORWARD LOOKING STATEMENTS” WITHIN THE “SAFE HARBOR” PROVISION OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE FORWARD LOOKING STATEMENTS ARE BASED ON INFORMATION AVAILABLE TO, AND THE EXPECTATIONS AND ASSUMPTIONS DEEMED REASONABLE BY, ACCURIDE CORPORATION AT THE TIME THIS PRESENTATION WAS MADE. ALTHOUGH ACCURIDE BELIEVES THAT THE ASSUMPTIONS UNDERLYING SUCH STATEMENTS ARE REASONABLE, IT CAN GIVE NO ASSURANCE THAT THEY WILL BE ATTAINED. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM EXPECTATIONS INCLUDE BUT ARE NOT LIMITED TO 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 THE COMPANY’S SECURITIES AND EXCHANGE COMMISSION FILINGS. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE. 3

LEADERSHIP TRANSITION BILL LASKY APPOINTED INTERIM PRESIDENT AND CEO FOLLOWING THE RESIGNATION OF JOHN MURPHY • Bill has been independent director of Accuride since October 2007 • Bill will continue to serve as a Director during his employment 30 YEARS OF MANUFACTURING EXPERIENCE AT STONERIDGE, JLG INDUSTRIES AND DANA • Chairman of the Board of Stoneridge since 2006 • Chairman and President and CEO of JLG Industries from 1999 through late 2006 Positioned Company for growth through 2001 to 2003 downturn Grew revenue from $1 billion to $3 billion Led numerous strategic initiatives including restructurings, acquisitions and divestitures • Various senior capacities at Dana from 1977 to 1999 4

STRATEGIC RESTRUCTURING HIGHLIGHTS REDUCTION IN STAFFING LEVELS • 159 salaried positions, or 18 percent of current level • 233 hourly employees, or 9 percent of current level CREATION OF AN AFTERMARKET DIVISION • Strengthens services and offerings • Committed to grow aftermarket presence • Consolidation of warehouses to reduce freight and handling costs 5

FINANCIAL IMPACT ($, in millions) 2008 2009 AND BEYOND EXPECTED COST SAVINGS $6.0 $27.5 RESTRUCTURING CHARGE 14.3 NA ONE-TIME CASH 4.9 5.1 PENSION 1.1 NON-CASH 3.2 6

2008 OUTLOOK ($, in millions) ADJ. EBITDA $85.0 TO $100.0 FREE CASH FLOW Breakeven NA COMMERCIAL VEHICLE PRODUCTION ESTIMATES Class 8 190,000 to 200,000 units Class 5-7 170,000 to 180,000 units Trailer 140,000 to 150,000 units 2008 OUTLOOK • We are reducing our Adjusted EBITDA guidance to the lower end of the range due to: Reduction in NAFTA Class 5-8 and trailer production Delay in organic revenue Modest delay in recovery of raw material costs (Q1 2009) 7