-----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, LKFNmFs2AaIYqHbrH5lLU+9c3JJm0yq4k3iRVrXB7mKxed8ge73HDlW+ic6MKRF0 QQ79CFxl6sXkmHJkxoWwSg== 0000928475-06-000015.txt : 20060119 0000928475-06-000015.hdr.sgml : 20060119 20060119165013 ACCESSION NUMBER: 0000928475-06-000015 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060119 FILED AS OF DATE: 20060119 DATE AS OF CHANGE: 20060119 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: American Railcar Industries, Inc./DE CENTRAL INDEX KEY: 0001344596 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] IRS NUMBER: 431481791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 BUSINESS PHONE: 636-940-6000 MAIL ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: American Railcar Industries, Inc. CENTRAL INDEX KEY: 0001336983 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51728 FILM NUMBER: 06538690 BUSINESS ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 BUSINESS PHONE: 636-940-6000 MAIL ADDRESS: STREET 1: 100 CLARK STREET CITY: ST. CHARLES STATE: MO ZIP: 63301 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARBERRY CORP /NY/ CENTRAL INDEX KEY: 0000860851 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51728 FILM NUMBER: 06538692 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD RD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914 242-7721 MAIL ADDRESS: STREET 1: 100 SOUTH BEDROD RD CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hopper Investments LLC CENTRAL INDEX KEY: 0001322824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51728 FILM NUMBER: 06538693 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914 242-7721 MAIL ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MODAL LLC CENTRAL INDEX KEY: 0001349835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51728 FILM NUMBER: 06538691 BUSINESS ADDRESS: STREET 1: 100 S. BEDFORD ROAD STREET 2: SUITE 210 CITY: MT. KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 914-242-7700 MAIL ADDRESS: STREET 1: 100 S. BEDFORD ROAD STREET 2: SUITE 210 CITY: MT. KISCO STATE: NY ZIP: 10549 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51728 FILM NUMBER: 06538694 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 3 1 f3cci_ex.xml X0202 3 2006-01-19 0 0001344596 American Railcar Industries, Inc./DE ARII 0000921669 ICAHN CARL C ET AL C/O ICAHN ASSOCIATES CORP 767 FIFTH AVE #4700 NEW YORK NY 10153 1 0 1 0 0001322824 Hopper Investments LLC 100 SOUTH BEDFORD ROAD MT KISCO NY 10549 0 0 1 0 0000860851 BARBERRY CORP /NY/ 100 SOUTH BEDROD RD MT KISCO NY 10549 0 0 1 0 0001349835 MODAL LLC 100 S. BEDFORD ROAD SUITE 210 MT. KISCO NY 10549 0 0 1 0 0001336983 American Railcar Industries, Inc. 100 CLARK STREET ST. CHARLES MO 63301 0 0 1 0 COMMON STOCK 11147059 I PLEASE SEE EXPLANATION BELOW NEW PREFERRED STOCK 82055 I PLEASE SEE EXPLANATION BELOW Barberry Corp. is the sole member of Hopper Investments LLC. Carl C. Icahn is the sole member of Modal LLC. Each of Barberry Corp. and Modal LLC is 100% owned by Carl C. Icahn. Hopper Investments LLC owns 16.3% of the common shares of American Railcar Industries, Inc., a Missouri corporation ("ARI Missouri"). Carl C. Icahn owns 45.2% of the common shares of ARI Missouri. ARI Missouri owns all of the outstanding common shares of American Railcar Industries, Inc., a Delaware corporation (the "Registrant"). Prior to the closing date of the Registrant's initial public offering, ARI Missouri will merge with and into the Registrant and in connection therewith, will cease to exist (the "Merger"). Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities. On December 7, 2005, Modal LLC entered into a stock purchase agreement with The Foundation for a Greater Opportunity (the "Foundation"), pursuant to which Modal LLC agreed to purchase all of the common shares of ARI Missouri owned by the Foundation. In connection with the stock purchase agreement, the Foundation also provided a proxy (the "Proxy") in favor of Modal LLC allowing Modal LLC to vote the Foundation's ARI Missouri common shares. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Modal LLC and the voting decisions regarding the Foundation's ARI Missouri common shares. Hopper Investments LLC beneficially owns 1,818,976 common shares of the Registrant. Carl C. Icahn beneficially owns 11,147,059 common shares of the Registrant. Modal LLC, through the Proxy, beneficially owns 4,290,918 shares of the Registrant. The share numbers identified in Table I, Item 2 and this footnote (3) represent the number of shares to be issued upon the reincorporation of ARI Missouri in Delaware through the Merger. Barberry Corp. and Mr. Icahn, by virtue of their relationships to Hopper Investments LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the shares which Hopper Investments LLC owns, but each of them disclaims beneficial ownership of such shares for all other purposes. Mr. Icahn, by virtue of his relationship to Modal LLC, may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the shares which Modal LLC is able to vote pursuant to the Proxy, but he disclaims beneficial ownership of such shares for all other purposes. Neither Mr. Icahn nor Modal LLC has any pecuniary interest in the shares owned by the Foundation. Starfire Holding Corporation owns Icahn Associates Corp. Icahn Associates Corp. owns 72% of the common shares of Vegas Financial Corp. Starfire Holding Corporation owns Buffalo Investor Corp. Buffalo Investor Corp. owns 99.34% of Highcrest Investors Corp. Highcrest Investors Corp. owns 28% of the common shares of Vegas Financial Corp. Starfire Holding Corporation is 100% owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by all of the foregoing entities. Vegas Financial Corp. owns 82,055 shares of new preferred shares of the Registrant. The new preferred shares identified in Table I, Item 2, represent the number of new preferred shares to be issued upon the reincorporation of ARI Missouri in Delaware through the Merger. Mr. Icahn, by virtue of his relationship to Vegas Financial Corp., may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the new preferred shares of the Registrant which Vegas Financial Corp. owns, but he disclaims beneficial ownership of such new preferred shares for all other purposes. /s/ Carl C. Icahn 2006-01-19 HOPPER INVESTMENTS LLC 2006-01-19 BARBERRY CORP. 2006-01-19 MODAL LLC 2006-01-19 AMERICAN RAILCAR INDUSTRIES, INC. 2006-01-19 -----END PRIVACY-ENHANCED MESSAGE-----