SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
American Railcar Industries, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
02916P 10 3
(CUSIP Number)
Marc Weitzen, Esq.
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)
September 27, 2011
(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)
54.2%
14 TYPE OF REPORTING PERSON
OO
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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
238,153
8 SHARED VOTING POWER
11,564,145
9 SOLE DISPOSITIVE POWER
238,153
10 SHARED DISPOSITIVE POWER
11,564,145
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,802,298
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3%
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
11,802,298
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,802,298
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,802,298
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3%
14 TYPE OF REPORTING PERSON
CO
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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
11,802,298
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,802,298
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,802,298
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3%
14 TYPE OF REPORTING PERSON
CO
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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
11,802,298
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,802,298
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,802,298
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3%
14 TYPE OF REPORTING PERSON
IN
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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 by amendments
Number One and Number Two (the "Initial 13D"), with respect to the shares of
Common Stock, no par value (the "Shares"), of American Railcar Industries, Inc.,
a North Dakota corporation (the "Issuer"), is hereby further 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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial 13D is hereby amended by adding the following:
The Reporting Persons, hold in the aggregate, 11,802,298 Shares. The
aggregate purchase price of the Shares purchased by the Reporting Persons in the
past 60 days was approximately $3,641,509 (including commissions and premiums).
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, 11,802,298 Shares, representing approximately 55.3% of the Issuer's
outstanding Shares (based upon the 21,352,297 Shares stated to be outstanding as
of April 7, 2011 by the Issuer in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on August 2, 2011).
(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. Icahn Enterprises Holdings has
sole voting power and sole dispositive power with regard to 238,153 Shares.
Each of 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.
Pursuant to Rule 13d-3(a) under the Exchange Act, each of Icahn Enterprises GP,
Beckton and Mr. Icahn (by virtue of their relationships to Icahn Enterprises
Holdings) may be deemed to indirectly beneficially own the Shares which Icahn
Enterprises Holdings owns. Each of Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected in the past 60 days, inclusive of any transactions effected through
5:00 p.m., New York City time, on September 28, 2011. Except as otherwise
noted below, all such transactions were purchases of Shares effected in
the open market, and the table includes commissions paid in per share
prices.
Name of Date Amount Price
Reporting of of Per
Person Transaction Securities Share
---------- ----------- ---------- -----
Icahn Enterprises Holdings 08/09/2011 6,387 15.59
Icahn Enterprises Holdings 08/18/2011 23,216 15.72
Icahn Enterprises Holdings 08/19/2011 31,360 14.96
Icahn Enterprises Holdings 08/23/2011 18,274 14.97
Icahn Enterprises Holdings 08/26/2011 1,774 15.71
Icahn Enterprises Holdings 09/06/2011 27,466 15.54
Icahn Enterprises Holdings 09/09/2011 5,500 15.70
Icahn Enterprises Holdings 09/12/2011 11,676 15.70
Icahn Enterprises Holdings 09/21/2011 19,000 15.69
Icahn Enterprises Holdings 09/22/2011 19,000 14.60
Icahn Enterprises Holdings 09/23/2011 19,000 15.11
Icahn Enterprises Holdings 09/26/2011 18,500 15.10
Icahn Enterprises Holdings 09/27/2011 18,500 15.41
Icahn Enterprises Holdings 09/28/2011 18,500 15.19
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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: September 28, 2011
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
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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
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ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
--------------------
Name: Dominick Ragone
Title: Chief Financial Officer
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BECKTON CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
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