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): June 29, 2007
AMERICAN RAILCAR INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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000-51728
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43-1481791 |
| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 100 Clark Street |
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| St. Charles, Missouri
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63301 |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (636) 940-6000
N/A
(Former Name or Former Address, if Changed Since Last Report.)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On June 29, 2007, American Railcar Industries, Inc. (“ARI” or the “Company”), through a
wholly-owned subsidiary (the “ARI Member”), entered into an agreement with a wholly-owned
subsidiary (the “ASF Member”) of Amsted Industries Incorporated, a Delaware corporation, to form a
joint venture to manufacture and sell railcar axles at a facility to be constructed by the joint
venture.
The joint venture will initially be owned 50% by the ARI Member and 50% by the ASF Member. The ARI
Member and the ASF Member have each agreed to make equal initial capital contributions to the joint
venture and to cooperate in the financing of the construction of the facility. There can be no
assurance that the parties will be able to obtain such financing on favorable terms, if at all. If
the parties are unable to obtain sufficient financing, each has agreed to contribute its pro rata
share of the funds necessary to complete the construction. The joint venture agreement contemplates
that the ASF Member will market and sell the axles manufactured by the joint venture, less that
portion of the production that ARI expects to purchase for use on railcars that it produces. It is
currently anticipated that construction of the axle plant would start during the second half of
2007 and that the plant would be operational by the end of 2008.
The above description of the joint venture agreement is qualified in its entirety by reference to
the text of the agreement, a copy of which is attached hereto as Exhibit 10.49 and is incorporated
herein by reference.
Forward Looking Statement Disclaimer
This report contains statements relating to future business prospects, events and plans that are
“forward—looking statements” as defined under the Private Securities Litigation Reform Act of
1995. Forward-looking statements represent the Company’s estimates and assumptions only as of the
date of this press release. Such statements include, without limitation, statements regarding the
anticipated construction schedule for the new plant. These forward-looking statements are subject
to known and unknown risks and uncertainties that could cause actual results to differ materially
from the results described in or anticipated by the Company’s forward-looking statements.
Construction of the new plant is subject to risks, including without limitation the risk that the
joint venture partners may not be able to obtain adequate or timely financing for the plant, as
well as delays, unexpected costs and other risks typically associated with such construction, which
could impair or prevent the partners’ ability to achieve any anticipated benefits associated with
the joint venture. Other potential risks and uncertainties relating to the Company’s business are
described in the Company’s filings with the Securities and Exchange Commission. The Company
expressly disclaims any duty to provide updates to any forward-looking statements made in this
report, whether as a result of new information, future events or otherwise.