SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
American Railcar Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02916P 10 3
(CUSIP Number)
Keith Schaitkin, Esq.
Deputy General Counsel
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
IEH ARI Holdings LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
11,564,145
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,564,145
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,564,145
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,564,145
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,564,145
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,564,145
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,564,145
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,564,145
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,564,145
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,564,145
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,564,145
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,564,145
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,564,145
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,564,145
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,564,145
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.3%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
January 31, 2006 by the Reporting Persons, as previously amended (the "Initial
13D"), with respect to the shares of Common Stock, no par value (the "Shares"),
of American Railcar Industries, Inc., a Delaware corporation (the "Issuer"), is
hereby amended to furnish the additional information set forth herein. All
capitalized terms contained herein but not otherwise defined shall have the
meanings ascribed to such terms in the Initial 13D. The address of the principal
executive office of the Issuer is 100 Clark Street, St. Charles, Missouri 63301.
Item 2. Identity and Background
Item 2 of the Initial 13D is hereby amended by adding the following:
As a result of the transactions described in Item 4 below: (i) each of IEH
ARI Holdings, LLC, a Delaware limited liability company ("ARI Holdings"), Icahn
Enterprises Holdings L.P., a Delaware limited partnership ("Icahn Enterprises
Holdings"), Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn
Enterprises GP"), and Beckton Corp., a Delaware corporation ("Beckton"), shall
be included within the definition of the term "Reporting Persons"; and (ii) each
of Barberry, Hopper and Modal shall no longer be included within the definition
of the term "Reporting Persons."
The principal business address of each of the additional Reporting Persons
is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601.
Icahn Enterprises Holdings is the sole member of ARI Holdings. Icahn
Enterprises GP is the general partner of Icahn Enterprises Holdings. Beckton is
the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by
Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the
investment and voting decisions made by each of the additional Reporting
Persons. In addition, Mr. Icahn is the indirect holder of approximately 92.56%
of the outstanding depositary units representing limited partnership interests
("Depositary Units") in Icahn Enterprises L.P. ("Icahn Enterprises"), a New York
Stock Exchange listed diversified holding company engaged in a variety of
businesses, including investment management, metals and home fashion. Icahn
Enterprises GP is the general partner of Icahn Enterprises, which is the sole
limited partner of Icahn Enterprises Holdings.
Each of ARI Holdings, Icahn Enterprises GP and Beckton is primarily engaged
in the business of investing in and/or holding securities. Icahn Enterprises
Holdings is primarily engaged in the business of holding controlling interests
in various operating subsidiaries of Icahn Enterprises.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the additional
Reporting Persons are set forth in Schedule A attached hereto.
None of the additional Reporting Persons, nor any manager or executive
officer of the additional Reporting Persons, has, during the past five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting, or mandating activities subject to,
Federal or State securities laws or a finding of any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial 13D is hereby amended by adding the following:
The information set forth below in Item 4 is incorporated herein by
reference.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended by adding the following:
On January 15, 2010, the transactions contemplated by the Contribution and
Exchange Agreement dated as of January 12, 2010 (the "Agreement") were
consummated, pursuant to which, among other things, the 11,564,145 Shares
previously owned by Carl C. Icahn and affiliated entities were contributed to
Icahn Enterprises in exchange for 3,116,537 Depositary Units in Icahn
Enterprises. The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of such
document, a copy of which is filed herewith as Exhibit 1 and is incorporated
herein by reference.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended and restated in its entirety to
read as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 11,564,145 Shares, representing approximately 54.3% of the Issuer's
outstanding Shares (based upon the 21,302,296 Shares stated to be outstanding as
of November 4, 2009 by the Issuer in the Issuer's Form 10-Q filing filed with
the Securities and Exchange Commission on November 6, 2009).
(b) ARI Holdings has sole voting power and sole dispositive power with
regard to 11,564,145 Shares. Each of Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Carl C. Icahn has shared voting power and shared
dispositive power with regard to such Shares.
Pursuant to Rule 13d-3(a) under the Exchange Act, each of Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn (by virtue of their
relationships to ARI Holdings) may be deemed to indirectly beneficially own the
Shares which ARI Holdings owns. Each of Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such
Shares for all other purposes.
(c) Except as described in Item 4, no transactions with respect to the
Shares were effected during the past sixty (60) days by any of the Reporting
Persons.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Initial 13D is hereby amended by adding the following:
The information set forth above in Item 4 is hereby incorporated by
reference into this Item 6.
Item 7. Material to be Filed as Exhibits
1 Contribution and Exchange Agreement dated as of January 12, 2009, by and
among Barberry, Beckton, Caboose Holding LLC, Icahn Enterprises and Modal
(incorporated herein by reference to Exhibit 10.2 to the Current Report on
Form 8-K filed with the SEC by Icahn Enterprises on January 15, 2010)
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 15, 2010
IEH ARI HOLDINGS, LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
-----------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page of Amendment No. 2 to Schedule 13D - American Railcar
Industries, Inc. re contribution of ARI shares from Icahn affiliates to
Icahn Enterprises L.P.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE ADDITIONAL REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the additional Reporting Persons.
Each such person is a citizen of the United States of America. Except as
otherwise indicated, the business address of each director and officer is c/o
Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
To the best of the additional Reporting Persons' knowledge, except as set forth
in this statement on Schedule 13D, none of the directors or executive officers
of the additional Reporting Persons own any Shares.
IEH ARI HOLDINGS LLC
Name Position
---- --------
Icahn Enterprises Holdings L.P. Sole Member
ICAHN ENTERPRISES HOLDINGS L.P.
Name Position
---- --------
Icahn Enterprises G.P. Inc. General Partner
ICAHN ENTERPRISES G.P. INC.
Name Position
---- --------
Carl C. Icahn Chairman
Keith A. Meister Vice Chairman; Principal Executive Officer
William A. Leidesdorf Director
Jack G. Wasserman Director
James L. Nelson Director
Vincent J. Intrieri Director
Dominick Ragone Chief Financial Officer; Treasurer
Felicia P. Buebel Assistant Secretary
BECKTON CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Authorized Signatory
Keith Cozza Secretary; Treasurer