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Share Name | Share Symbol | Market | Type |
---|---|---|---|
American Railcar Industries, Inc. (delisted) | NASDAQ:ARII | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 69.97 | 0.01 | 69.96 | 0 | 01:00:00 |
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North Dakota
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000-51728
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43-1481791
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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100 Clark Street
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St. Charles, Missouri
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63301
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(Address of principal executive offices)
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(Zip Code)
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q
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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q
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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q
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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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q
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Nominee
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For
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Against
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Abstentions
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Broker Non-Votes
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SungHwan Cho
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13,716,448
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2,689,896
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27,652
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—
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James C. Pontious
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16,242,879
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163,604
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27,513
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—
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J. Mike Laisure
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16,126,078
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281,646
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26,272
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—
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Harold First
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16,038,318
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367,418
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28,260
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—
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Jonathan Frates
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13,416,515
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2,989,969
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27,512
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—
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Michael Nevin
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13,420,720
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2,985,597
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27,679
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—
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For
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Against
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Abstentions
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Broker Non-Votes
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16,017,819
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354,666
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61,511
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—
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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15,646,629
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95,899
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647,107
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44,361
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—
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•
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The Transition Agreement was amended by a Joinder and Amendment to the Transition Agreement, principally to join ACF Industries, LLC, a company controlled by Mr. Icahn (“
ACF
”) as a party thereto, to address certain ACF books and records in the possession of ARL.
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•
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ARI, ARL, AEPC and AEP Rail Corp., a company controlled by Mr. Icahn (“
AEP Rail
”), entered into an Electronic Mail Access Agreement that addresses procedures for the handling of certain electronic mail records of the parties in the possession and control of ARL prior to the ARL Closing.
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•
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ARI entered into substantially identical consulting services agreements (each, a “
RemainCo Consulting Agreement
” and, collectively, the “
RemainCo Consulting Agreements
”) with each of AEPC RemainCo LLC (a wholly-owned subsidiary of AEPC) and AEP Rail RemainCo LLC (a wholly-owned subsidiary of AEP Rail) (each, a “
RemainCo
” and, collectively, the “
RemainCos
”). The RemainCos collectively own approximately 4,600 railcars that, pursuant to the terms and conditions of the purchase agreement governing the ARL Sale, may be sold to Buyer over a period of three years after the ARL Closing Date. Under the RemainCo Consulting Agreements, ARI has agreed to provide to each RemainCo, upon each RemainCo’s request, certain consulting services and facilitate communications among (i) each RemainCo, (ii) an unaffiliated, third party consultant engaged to assist each RemainCo to perform its duties regarding the inspection, testing and, if necessary, repair of railcars in accordance with the Federal Railroad Administration directive released September 30, 2016 and subsequently revised and superseded on November 18, 2016 (the “
Directive Duties
”), (iii) ARL, as manager of each RemainCo’s railcars (other than in respect of the Directive Duties), and (iv) other parties (collectively referred to as “
Services
”). In exchange for the Services to be performed under the RemainCo Consulting Agreements, each RemainCo will pay to ARI a total weekly fee calculated based on employee hours worked multiplied by an agreed upon rate for the Services performed. In addition, each RemainCo will reimburse ARI for all reasonable and documented costs and expenses incurred in accordance with each RemainCo Consulting Agreement. Each RemainCo Consulting Agreement is terminable by ARI or the applicable RemainCo upon five business days’ prior written notice with respect to any or all of the Services.
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•
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the Railcar Services Agreement, dated April 15, 2011 (as amended), between ARI and ARL, pursuant to which ARI provided ARL railcar repair, engineering, administrative and other services on an as-needed basis;
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•
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the Consulting Services Agreement, dated as of March 1, 2016, between ARI and ARL, pursuant to which ARI provided legal services to ARL;
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•
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the Trademark License Agreement, dated as of June 30, 2005, between ARI and ARL, pursuant to which ARI granted to ARL a license to use certain ARI trademarks;
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•
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the Consulting Services Agreement, dated as of February 15, 2017, between ARI and ARL, pursuant to which ARI provided customer service and engineering services to ARL upon ARL's request; and
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•
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the Railcar Management Agreement, dated February 29, 2012 (as amended), between ARI and ARL, pursuant to which ARL managed the ARI Railcars and marketed them for sale or lease.
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(d)
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Exhibits
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Date: June 6, 2017
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American Railcar Industries, Inc.
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By:
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/s/ Luke M. Williams
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Name:
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Luke M. Williams
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Title:
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Senior Vice President, Chief Financial Officer and Treasurer
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1 Year American Railcar Chart |
1 Month American Railcar Chart |
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