UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
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. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 16, 2007
(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 ss.ss.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
Hopper Investments, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,123,592
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,123,592
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,592
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
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
2,123,592
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,123,592
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,123,592
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
Modal LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,290,918
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,290,918
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,290,918
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.1%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
Gail Golden
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
23,800
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
23,800
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,800
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 02916P 10 3
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)/ /
(b)/ /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
5,037,165
8 SHARED VOTING POWER
6,438,310
9 SOLE DISPOSITIVE POWER
5,037,165
10 SHARED DISPOSITIVE POWER
6,438,310
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,475,475
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.9%
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 Registrants (the "Initial 13D"), with respect to the
shares of Common Stock, par value $0.01 per share (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 Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial 13D is hereby amended and restated in its entirety as
follows:
On January 19, 2006, the Issuer's Registration Statement on Form S-1 (File
No. 333-130284) and Registration Statement on Form 8-A (File No. 000-51728) were
declared effective by the Securities and Exchange Commission (the "Effective
Date"). All of the Registrants, except Modal and Ms. Golden, acquired their
respective Shares prior to the Effective Date.
On January 20, 2006, pursuant to a stock purchase agreement (the "Stock
Purchase Agreement"), dated December 7, 2005, among Modal, High Coast Limited
Partnership, a Delaware limited partnership ("High Coast") and The Foundation
for a Greater Opportunity, a Delaware not-for-profit corporation (the
"Foundation"), Modal purchased 4,290,918 Shares from the Foundation. The
aggregate purchase price for such Shares was $100,000,000. Modal paid the
purchase price with $10,000,000 in cash and the balance in a five-year
interest-only secured promissory note. The source of funding for the purchase of
these Shares was the general working capital of Modal.
On January 24, 2006, in connection with the closing of the Issuer's initial
public offering, Ms. Golden purchased 23,800 Shares through a directed share
program that was offered by the Issuer. The aggregate purchase price for these
Shares was $499,800. The source of funding for the purchase of these Shares was
Ms. Golden's personal funds.
From November 13, 2007 to November 19, 2007, Hopper purchased an aggregate
of 304,616 Shares in the open market for $4,607,842. The source of funding for
the purchase of these shares was the general working capital of Hopper.
Item 5. Interest in Securities of the Issuer
(a) As of 4:00 pm, Eastern Standard Time, on November 19, 2007,
Registrants may be deemed to beneficially own, in the aggregate, 11,475,475
Shares, representing approximately 53.9% of the Issuer's outstanding Shares
(based upon 21,302,296 Shares stated to be outstanding by the Issuer in
Form 10-Q filed by the Issuer on November 8, 2007).
(b) Hopper has sole voting power and sole dispositive power with
regard to 2,123,592 Shares. Each of Barberry and Mr. Icahn may be deemed to
have shared voting power and shared dispositive power with regard to such
Shares. Modal has sole voting power and sole dispositive power with regard
to 4,290,918 Shares. Mr. Icahn may be deemed to have shared voting power
and shared dispositive power with regard to such Shares. Ms. Golden has
sole voting power and sole dispositive power with regard to 23,800 Shares.
Mr. Icahn may be deemed to have shared voting power and shared dispositive
power with regard to such Shares. Mr. Icahn has sole voting power and sole
dispositive power with regard to 5,037,165 Shares.
Each of Barberry and Mr. Icahn, by virtue of their relationship to
Hopper (as disclosed in Item 2), may be deemed to beneficially own (as that
term is defined in Rule 13d-3 under the Act) the Shares, which Hopper
directly beneficially owns. Each of Barberry and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes. Mr. Icahn, by
virtue of his relationship to Modal (as disclosed in Item 2), may be deemed
to beneficially own (as that term is defined in Rule 13d-3 under the Act)
the Shares, which Modal directly beneficially owns. Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes. Mr. Icahn, by
virtue of his relationship to Ms. Golden (as disclosed in Item 2), may be
deemed to beneficially own (as that term is defined in Rule 13d-3 under the
Act) the Shares, which Ms. Golden directly beneficially owns. Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to
the Shares effected during the past sixty (60) days by any of the
Registrants, inclusive of any transactions effected through 4:00 pm,
Eastern Standard Time, on November 19, 2007. No commissions were paid by
the Registrants in connection with such transactions.
No. of Shares Price
Name Date Purchased Per Share
------------- ----------------- --------------- -------------
Hopper November 13, 2007 23,616 $ 15.15
------------- ----------------- --------------- -------------
Hopper November 14, 2007 71,000 $ 15.06
------------- ----------------- --------------- -------------
Hopper November 15, 2007 70,000 $ 14.53
------------- ----------------- --------------- -------------
Hopper November 16, 2007 70,000 $ 15.81
------------- ----------------- --------------- -------------
Hopper November 19, 2007 70,000 $ 15.09
------------- ----------------- --------------- -------------
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: November 19, 2007
HOPPER INVESTMENTS LLC
By: Barberry Corp.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
MODAL LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Gail Golden
---------------
GAIL GOLDEN
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Schedule 13D Amendment No. 1 -
American Railcar Industries, Inc.]