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): January 15, 2009

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 2.02.              Results of Operations and Financial Condition.

On January 15, 2009, Accuride Corporation (“Accuride”) issued a press release announcing the range of its Adjusted EBITDA outlook for the fiscal year ended December 31, 2008.  The press release, including information concerning forward-looking statements and factors that may affect future results, is attached hereto as Exhibit 99.1.

Adjusted EBITDA is a non-GAAP financial measure.  A reconciliation of Accuride’s Adjusted EBITDA outlook for the fiscal year ended December 31, 2008 to the most directly comparable GAAP measure for the same period, which is net income (loss), is not provided because certain information necessary for Accuride’s management to reasonably estimate net income (loss) is not available at this time, as described in footnote 1 to the attached press release.

The information contained in this report and in Exhibit 99.1 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 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, 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, 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.

Item 7.01.              Regulation FD Disclosure.

On January 15, 2009, Accuride issued a press release announcing that it is seeking to amend the term facility (the “Term Facility”) and revolving credit facility (the “Revolving Credit Facility”) under its credit agreement, dated January 31, 2005 (the “Credit Agreement”), among Accuride; Accuride Canada, Inc.; Citicorp USA, Inc., as administrative agent; and other lender parties thereto.  The press release, including information concerning forward-looking statements and factors that may affect future results, is attached hereto as Exhibit 99.1.

The proposed amendment would adjust certain financial covenants under the Credit Agreement from the fourth quarter of 2008 through 2010, including leverage, interest coverage and fixed charge coverage ratios, and extend the maturity date of the Revolving Credit Facility until January 31, 2011.

Contingent upon the successful completion of the amendment, an affiliate of Sun Capital Securities Group, LLC (“Sun Capital”), which currently holds approximately $70 million principal amount of the loans outstanding under the Term Facility, would agree to modify these loans (the “Last Out Loans”) to become last out as to payment to the other loans outstanding under the Term Facility.  Sun Capital would also agree to modify certain voting provisions and other rights as a holder of the Last Out Loans.  If the Credit Agreement amendment becomes effective, Accuride expects to pay interest on the Last Out Loans at a rate that is 300 basis points higher than the interest rate applicable to loans under the Term Facility, issue warrants to Sun Capital exercisable for 25 percent of Accuride’s fully-diluted common stock, expand Accuride’s board of directors to 12 members and grant Sun Capital the right to elect five directors and nominate one independent director, and require supermajority board approval for certain corporate actions as long as Sun Capital maintains at least a 10 percent ownership in Accuride’s common stock.  Sun Capital currently owns approximately 9.9 percent of Accuride’s common stock.

Accuride cannot provide any assurances that it will receive the required consents or be able to amend the Credit Agreement.

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Item 9.01.Financial Statements and Exhibits.

(d)           Exhibits

99.1Press Release of Accuride Corporation, dated January 15, 2009.

Exhibit 99.1 shall not be deemed 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.

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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: January 15, 2009	/s/ Stephen A. Martin
	Stephen A. Martin
	Vice President / General Counsel

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Accuride Corporation, dated January 15, 2009.

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EX-99.1

Exhibit 99.1

News Release		CORPORATION
		7140 Office Circle P.O. Box 15600 Evansville, IN  47716-0600
	Media Contact:	Eva Schmitz
	Phone:	812.962.5011
	Investor Contact:	David Armstrong
	Phone:	812.962.5059

FOR IMMEDIATE RELEASE

Accuride Corporation Announces Proposed Amendments to Credit Agreement,
Transaction with an affiliate of Sun Capital Securities Group, LLC

EVANSVILLE, Ind. — January 15, 2009 — Accuride Corporation (OTCBB: AURD) announced today that it is seeking to amend the term facility and revolving credit facility under its credit agreement, dated January 31, 2005, among the Company; Accuride Canada, Inc.; Citicorp USA, Inc., as administrative agent; and other lender parties thereto.  The Company will host a bank meeting to launch the proposed amendment at 1:30 p.m. today in New York City.

The proposed amendment would adjust certain financial covenants under the credit agreement from the fourth quarter of 2008 through 2010, including leverage, interest coverage and fixed charge coverage ratios, and extend the maturity date of the revolving credit facility until January 31, 2011.

Contingent upon the successful completion of the amendment, an affiliate of Sun Capital Securities Group, LLC (Sun Capital), which currently holds approximately $70 million principal amount of the loans outstanding under the term facility, would agree to modify these loans to become last out as to payment to the other loans outstanding under the term facility.  Sun Capital would also agree to modify certain voting provisions and other rights as a holder of these last out loans.  If the amendment becomes effective, the Company expects to pay interest on these last out loans at a rate that is 300 basis points higher than the term loan rate, issue warrants to Sun Capital exercisable for 25 percent of the fully-diluted common stock of the Company, expand the Company’s board of directors to 12 members and grant Sun Capital the right to elect five directors and nominate one independent director, and require supermajority board approval for

-more-

certain corporate actions as long as Sun Capital maintains at least a 10 percent ownership in the Company’s common stock.  Sun Capital currently owns approximately 9.9 percent of the Company’s common stock.

The Company cannot provide any assurances that it will receive the required consents or be able to amend the credit agreement.

Due to continued weakness in the commercial vehicle market, the Company expects Adjusted EBITDA for 2008 to be in the range of $75-80 million and free cash flow to be a negative $30-35 million, due to the timing of year-end receipts, expenditures, delayed tax refunds, and lower sales.(1)

(1)A reconciliation of the Company’s year-end 2008 Adjusted EBITDA outlook to the most directly comparable GAAP measure for the same period, which is net income (loss), is not provided because certain information necessary for management to reasonably estimate net income (loss) is not available at this time.  For an explanation of the Company’s use of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net income (loss) for the most recently reported quarterly and year-end periods, please see the Company’s press release announcing its financial results for the three and nine month periods ended September 30, 2008, which it furnished to the Securities and Exchange Commission on November 6, 2008, and the Company’s press release announcing its financial results for the three and twelve month periods ended December 31, 2007, which it furnished to the Securities and Exchange Commission on February 28, 2008.

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, Brillion, and Highway Original.  For more information, visit Accuride’s website at http://www.accuridecorp.com.

Forward-looking statements

Statements contained in this press release that are not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s expectations, hopes, beliefs and intentions on strategies regarding Accuride’s future results or its ability to achieve the required consent to approve the proposed amendment to the credit agreement.  It is important to note that the Company’s actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including but not limited to, condition of the current debt markets, market demand in the commercial vehicle industry, general economic conditions, 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.  Accuride cautions you not to place undue reliance on these-forward looking statements, which speak only as of the date they were made, and assumes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date of this press release.

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