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 19, 2008.
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):
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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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 19, 2008, 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
“Amtek Member”) of Amtek Auto Limited (“Amtek”), an Indian company, to form a joint venture to
manufacture, sell and supply freight railcars and their components in India and other countries to
be agreed upon at a facility to be constructed in India by the joint venture.
The joint venture will be owned 50% by the ARI Member and 50% by the Amtek Member. The ARI Member
and the Amtek Member have each agreed to make limited, equal capital contributions to the joint
venture. The joint venture agreement contemplates that the joint venture may also produce railcar
components for sale to ARI.
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 10.54 and is incorporated
herein by reference.
Item 7.01 Regulation FD Disclosure
On June 19, 2008, the Company issued a press release announcing the joint venture agreement. A copy
of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Limitation on Incorporation by Reference. The information contained in Exhibit 99.1 is being
furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of
the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained
in the press release attached as an exhibit hereto, the press release contains forward-looking
statements that involve certain risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by these statements. Please refer to the cautionary
notes in the press release regarding these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description |
Exhibit 10.54
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Joint Venture Agreement by and between American Railcar
Mauritius II and Amtek Transportation Systems Limited |
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Exhibit 99.1
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Press release dated June 19, 2008 of American Railcar
Industries, Inc. |