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 16, 2008.
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) |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On June 16, 2008, William P. Benac resigned his position as Senior Vice President, Chief Financial
Officer and Treasurer of American Railcar Industries, Inc. (the “Company”), together with all other
positions Mr. Benac held at the Company and its subsidiaries. Though Mr. Benac’s resignation is
effective immediately, it is currently expected that he will remain with the Company through
approximately the end of June to assist with the transition.
Mr. Benac’s resignation was not a result of any disagreement with the Company or the Company’s
Board of Directors.
Effective June 16, 2008, the Board of Directors of the Company unanimously appointed Mr. Dale
Davies to succeed Mr. Benac as Senior Vice President, Chief Financial Officer and Treasurer of the
Company. Mr. Davies was also appointed to succeed Mr. Benac in the other positions Mr. Benac had
held with the Company and its subsidiaries. Mr. Davies, 56, has served the Company as its Vice
President of Finance since joining the Company in June 2005. Prior to joining the Company, Mr.
Davies spent the last 31 years in various financial management positions with manufacturing
companies in the chemical and pharmaceutical industries. From 2000 to 2005, Mr. Davies worked for
Solutia Inc., a global manufacturer and marketer of a variety of high-performance chemical and
engineered materials, as director of portfolio analysis, where he was responsible for business
analysis and transaction management for strategic business acquisitions and divestitures. From 1997
to 2000, Mr. Davies was Solutia’s director of business analysis, responsible for the business
analysis and financial reporting for the company. Prior to that, Mr. Davies worked for Monsanto
Company, a global provider of technology-based solutions and agricultural products, from 1974 to
1997 in various financial positions from plant cost accountant to business unit controller, and
eventually corporate manager of business analysis and financial reporting. Mr. Davies has a B.S. in
Accounting from the University of Missouri, and is a Certified Management Accountant.
On June 17, 2008 the Company issued a press release announcing Mr. Benac’s resignation and the
appointment of Mr. Davies. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained
in the press releases attached as exhibits hereto, the press releases contain 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 releases regarding these forward-looking statements.
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