-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Smd7Cft1KTzvh6QbEQU0rNQGo4owL74LG4u9A9pEGe6J79+IyGGe250CaWHx6Pb/ QBBXDuIgUi0M8ku5tcsVUQ== 0000909661-09-000007.txt : 20090120 0000909661-09-000007.hdr.sgml : 20090119 20090120172120 ACCESSION NUMBER: 0000909661-09-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090120 DATE AS OF CHANGE: 20090120 GROUP MEMBERS: ANDREW J. M. SPOKES GROUP MEMBERS: ASHISH H. PANT GROUP MEMBERS: DEREK C. SCHRIER GROUP MEMBERS: DOUGLAS M. MACMAHON GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P. GROUP MEMBERS: FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P. GROUP MEMBERS: FARALLON CAPITAL OFFSHORE INVESTORS II, L.P. GROUP MEMBERS: FARALLON CAPITAL PARTNERS, L.P. GROUP MEMBERS: FARALLON PARTNERS, L.L.C. GROUP MEMBERS: JASON E. MOMENT GROUP MEMBERS: MARK C. WEHRLY GROUP MEMBERS: MONICA R. LANDRY GROUP MEMBERS: RAJIV A. PATEL GROUP MEMBERS: RICHARD B. FRIED GROUP MEMBERS: STEPHEN L. MILLHAM GROUP MEMBERS: THOMAS F. STEYER GROUP MEMBERS: TINICUM PARTNERS, L.P. GROUP MEMBERS: WILLIAM F. DUHAMEL GROUP MEMBERS: WILLIAM F. MELLIN 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: 09534933 BUSINESS ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 1250 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: (800) 458-2235 MAIL ADDRESS: STREET 1: TWO NORTH RIVERSIDE PLAZA STREET 2: SUITE 1250 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: FARALLON CAPITAL MANAGEMENT LLC CENTRAL INDEX KEY: 0000909661 IRS NUMBER: 943240279 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: (415)421-2132 MAIL ADDRESS: STREET 1: ONE MARITIME PLAZA STREET 2: SUITE 2100 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: FARALLON CAPITAL MANAGEMENT INC ET AL DATE OF NAME CHANGE: 19970210 SC 13G/A 1 freightcar13g.htm

 

OMB APPROVAL

 

OMB Number: 3235-0145

Expires: February 28, 2009

Estimated average burden

Hours per response . . . . 14.5

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)   *

 

FreightCar America, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

357023100

(Cusip Number)

 

December 31, 2008

(Date of Event which Requires Filing of this Statement)

 

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

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

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).

 

(Continued on following pages)

Page 1 of 27 Pages

 

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

133,317

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

133,317

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

133,317

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

105,012

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

105,012

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

105,012

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

California

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

13,600

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

13,600

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,600

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.1%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Institutional Partners III, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0-

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Tinicum Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

New York

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0-

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Offshore Investors II, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, is a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

110,376

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

110,376

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

110,376

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.9%

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Capital Management, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

179,810

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

179,810

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

179,810

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

1.5%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IA, OO

 

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Farallon Partners, L.L.C.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

362,305

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

362,305

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

362,305

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

3.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

 

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

William F. Duhamel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Richard B. Fried

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Monica R. Landry

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Douglas M. MacMahon

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

William F. Mellin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Stephen L. Millham

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jason E. Moment

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ashish H. Pant

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

India

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rajiv A. Patel

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Derek C. Schrier [See Item 2]

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

-0-

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

-0-

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

-0-

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Andrew J. M. Spokes

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United Kingdom

NUMBER OF

 

SHARES BENEFICIALLY

OWNED BY

 

EACH

 

REPORTING PERSON WITH

5

SOLE VOTING POWER

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas F. Steyer

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

13G

CUSIP No. 357023100

 

 

1

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mark C. Wehrly

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)            

(a) [     ]

(b) [ X ]**

**          The reporting persons making this filing hold an aggregate of 542,115 Shares, which is 4.6% of the class of securities. The reporting person on this cover page, however, may be deemed a beneficial owner only of the securities reported by it on this cover page.

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

 

-0-

6

SHARED VOTING POWER

 

542,115

7

SOLE DISPOSITIVE POWER

 

-0-

8

SHARED DISPOSITIVE POWER

 

542,115

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

542,115

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES

CERTAIN SHARES (See Instructions)                         

[     ]

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.6%

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

 

This Amendment No. 1 to Schedule 13G amends and restates in its entirety the Schedule 13G initially filed on January 25, 2008 (together with all prior and current amendments thereto, this “Schedule 13G”).

 

Item 1. Issuer

 

 

(a)

Name of Issuer:

 

FreightCar America, Inc. (the “Company”)

 

 

(b)

Address of Issuer’s Principal Executive Offices:

 

Two North Riverside Plaza, Suite 1250, Chicago, Illinois 60606

 

Item 2.

Identity And Background

 

Title Of Class Of Securities And CUSIP Number (Item 2(d) and (e))

 

This statement relates to shares of Common Stock, par value $0.01 per share (the “Shares”), of the Company. The CUSIP number of the Shares is 357023100.

 

Name Of Persons Filing, Address Of Principal Business Office And Citizenship (Item 2(a), (b) and (c))

 

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons.”

 

The Farallon Funds

 

 

(i)

Farallon Capital Partners, L.P., a California limited partnership (“FCP”), with respect to the Shares held by it;

 

 

(ii)

Farallon Capital Institutional Partners, L.P., a California limited partnership (“FCIP”), with respect to the Shares held by it;

 

 

(iii)

Farallon Capital Institutional Partners II, L.P., a California limited partnership (“FCIP II”), with respect to the Shares held by it;

 

 

(iv)

Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership (“FCIP III”), with respect to the Shares held by it;

 

 

(v)

Tinicum Partners, L.P., a New York limited partnership (“Tinicum”), with respect to the Shares held by it; and

 

 

 

(vi)

Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership (“FCOI II”), with respect to the Shares held by it.

 

FCP, FCIP, FCIP II, FCIP III, Tinicum and FCOI II are together referred to herein as the “Farallon Funds.”

 

The Management Company

 

 

(vii)

Farallon Capital Management, L.L.C., a Delaware limited liability company (the “Management Company”), with respect to the Shares held by a certain account (the “Managed Account”) managed by the Management Company.

 

The Farallon General Partner

 

 

(viii)

Farallon Partners, L.L.C., a Delaware limited liability company (the “Farallon General Partner”), which is the general partner of each of the Farallon Funds, with respect to the Shares held by each of the Farallon Funds.

 

The Farallon Managing Members  

 

 

(ix)

The following persons, each of whom is, or with respect to Schrier (as defined below) was, a managing member of both the Farallon General Partner and the Management Company, with respect to the Shares held by the Farallon Funds and the Managed Account: William F. Duhamel (“Duhamel”), Richard B. Fried (“Fried”), Monica R. Landry (“Landry”), Douglas M. MacMahon (“MacMahon”), William F. Mellin (“Mellin”), Stephen L. Millham (“Millham”), Jason E. Moment (“Moment”), Ashish H. Pant (“Pant”), Rajiv A. Patel (“Patel”), Derek C. Schrier (“Schrier”), Andrew J. M. Spokes (“Spokes”), Thomas F. Steyer (“Steyer”) and Mark C. Wehrly (“Wehrly”).

 

Duhamel, Fried, Landry, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Spokes, Steyer and Wehrly are together referred to herein as the “Farallon Individual Reporting Persons.” Unless the context otherwise requires, any reference to the “Farallon Individual Reporting Persons” or the “Reporting Persons” shall not include Schrier.

 

This Schedule 13G reports that effective as of May 27, 2008, Schrier had resigned as a managing member of the Farallon General Partner and the Management Company and no longer had investment discretion with respect to the Shares deemed beneficially owned by such entities. As such, Schrier may no longer be deemed a beneficial owner of the Shares deemed beneficially owned by such entities.

 

The citizenship of each of the Farallon Funds, the Management Company and the Farallon General Partner is set forth above. Other than Pant and Spokes, each of the Farallon Individual Reporting Persons is a citizen of the United States. Pant is a citizen of India. Spokes

 

 

is a citizen of the United Kingdom. The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.

 

Item 3. If This Statement Is Filed Pursuant To Sections 240.13d-1(b) or 240.13d-2(b) or (c),

 

Check Whether The Person Filing Is An Entity Specified In (a) - (k):

 

Not Applicable.

 

If This Statement Is Filed Pursuant To Section 240.13d-1(c), Check This Box. x

 

Item 4. Ownership

 

The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person.

 

The Shares reported hereby for the Farallon Funds are owned directly by the Farallon Funds and those reported by the Management Company on behalf of the Managed Account are owned directly by the Managed Account. The Farallon General Partner, as general partner to the Farallon Funds, may be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds. The Management Company, as investment adviser to the Managed Account, may be deemed to be the beneficial owner of all such Shares owned by the Managed Account. The Farallon Individual Reporting Persons, as managing members of both the Farallon General Partner and the Management Company with the power to exercise investment discretion, may each be deemed to be the beneficial owner of all such Shares owned by the Farallon Funds and the Managed Account. Each of the Management Company, the Farallon General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares.

 

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 Persons have ceased to be the deemed beneficial owner of more than five percent of the class of securities, check the following x.

 

As of May 27, 2008, Schrier may no longer be deemed the beneficial owner of any Shares.

 

Item 6. Ownership Of More Than Five Percent On Behalf Of Another Person

 

Not Applicable.

 

Item 7. Identification And Classification Of The Subsidiary Which Acquired The Security Being

             Reported On By The Parent Holding Company

 

 

Not Applicable.

 

Item 8. Identification And Classification Of Members Of The Group

 

The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). Consistent with Item 2 of the cover page for each Reporting Person above, the Reporting Persons neither disclaim nor affirm the existence of a group among them.

 

Item 9.

Notice Of Dissolution Of Group

 

Not Applicable.

 

Item 10. Certification

 

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.

 

 

SIGNATURES

 

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

 

Dated: January 20, 2009

 

/s/ Monica R. Landry

FARALLON PARTNERS, L.L.C.,

On its own behalf and

as the General Partner of

FARALLON CAPITAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS II, L.P.,

FARALLON CAPITAL INSTITUTIONAL PARTNERS III, L.P.,

TINICUM PARTNERS, L.P. and

FARALLON CAPITAL OFFSHORE INVESTORS II, L.P.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

FARALLON CAPITAL MANAGEMENT, L.L.C.

By Monica R. Landry,

Managing Member

 

/s/ Monica R. Landry

Monica R. Landry, individually and as attorney-in-fact for

each of William F. Duhamel, Richard B. Fried, Douglas M. MacMahon, William F. Mellin, Stephen L. Millham, Jason E. Moment, Ashish H. Pant, Rajiv A. Patel, Derek C. Schrier, Andrew J. M. Spokes, Thomas F. Steyer and Mark C. Wehrly

 

The Power of Attorney executed by each of Duhamel, Fried, MacMahon, Mellin, Millham, Moment, Pant, Patel, Schrier, Steyer and Wehrly authorizing Landry to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on July 2, 2007 by such Reporting Persons with respect to the Common Stock of Armor Holdings, Inc., is hereby incorporated by reference. The Power of Attorney executed by Spokes authorizing Landry to sign and file this Schedule 13G on his behalf, which was filed with the Schedule 13D filed with the Securities and Exchange Commission on August 28, 2007 by such Reporting Person with respect to the Common Stock of Global Gold Corporation, is hereby incorporated by reference.

 

 

 

 

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