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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
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): April 4, 2007
AMERICAN RAILCAR INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-51728
(Commission
File Number)
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43-1481791
(IRS Employer
Identification No.) |
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100 Clark Street
St. Charles, Missouri
(Address of Principal Executive Offices)
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63301
(Zip Code) |
Registrants 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 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
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Item 5.02(e). |
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Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 4, 2007, the Compensation Committee (the Committee) of the Board of Directors of
American Railcar Industries, Inc. (the Company) granted awards of stock appreciation
rights (SARs) to the Companys executive officers and certain other employees pursuant to
the Companys 2005 Equity Incentive Plan, as amended (the Plan). The Committee granted
an aggregate of 277,100 SARs, of which 95,000 were granted to the Companys executive officers, as
follows:
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Name |
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Position |
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Number of SARs |
James J. Unger
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President and Chief Executive Officer
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50,000 |
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James A. Cowan
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Executive Vice President and Chief Operating Officer
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15,000 |
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William P. Benac
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Senior Vice President, Chief Financial Officer and
Treasurer Secretary
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15,000 |
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Alan C. Lullman
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Senior Vice President Sales, Marketing and Services
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15,000 |
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The SARs vest in 25% increments on the first, second, third and fourth anniversaries of the grant
date. Each holder must remain employed by the Company through each such date in order to vest in
the corresponding number of SARs. The SARs have a term of seven years.
The SARs will be settled in cash and have an exercise price of $29.49, the closing price of the
Companys common stock on the date of grant. Upon the exercise of any SAR, the Company shall pay
the holder, in cash, an amount equal to the excess of (A) the aggregate fair market value (as
defined in the Plan) in respect of which the SARs are being exercised, over (B) the aggregate
exercise price of the SARs being exercised, in accordance with the terms of the Stock Appreciation
Rights Agreement (the SAR Agreement). The SARs are subject in all respects to the terms
and conditions of the Plan and the SAR Agreement, which contain non-solicitation, non-competition
and confidentiality provisions.
The form of SAR Agreement is filed as Exhibit 10.46 to this Current Report on Form 8-K and is
incorporated herein by reference. The Plan was filed as Exhibit 10.36 to the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 15, 2006.
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Item 9.01. |
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Financial Statements and Exhibits. |
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Exhibit Number |
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Description |
10.46 |
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Form of Stock Appreciation Rights Agreement. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: April 10, 2007 |
American Railcar Industries, Inc.
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By: |
/s/ William P. Benac
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Name: |
William P. Benac |
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Title: |
Senior Vice President, Chief Financial Officer and
Treasurer |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
10.46 |
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Form of Stock Appreciation Rights Agreement. |