Sec Form 4 Filing - Trimaran Fund II, L.L.C. @ FreightCar America, Inc. - 2005-04-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Trimaran Fund II, L.L.C. 2. Issuer Name and Ticker or Trading Symbol FreightCar America, Inc. [ RAIL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TRIMARAN CAPITAL PARTNERS, 622 THIRD AVENUE, 35TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/11/2005 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Series A Preferred Stock ( 1 ) 04/11/2005 D 70 D $ 516.3 0 I I ( 2 ) Series A Preferred Stock 04/11/2005 D 102 D $ 516.3 0 I I ( 3 ) Series A Preferred Stock 04/11/2005 D 2,500 D $ 997.87 0 I I ( 4 ) Series B Non-Voting Preferred Stock 04/11/2005 D 677.349 D $ 997.87 0 I I ( 5 ) Series B Non-Voting Preferred Stock 04/11/2005 D 43.734 D $ 997.87 0 I I ( 6 ) Series B Non-Voting Preferred Stock 04/11/2005 D 285.183 D $ 997.87 0 I I ( 7 ) Series B Non-Voting Preferred Stock 04/11/2005 D 441.056 D $ 99 7.87 0 I I ( 8 ) Series B Non-Voting Preferred Stock 04/11/2005 D 481.178 D $ 997.87 0 I I ( 9 ) Series B Non-Voting Preferred Stock 04/11/2005 D 321.5 D $ 997.87 0 I I ( 4 ) Common Stock 138,222 I I ( 5 ) Common Stock 8,925 I I ( 6 ) Common Stock 58,196 I I ( 7 ) Common Stock 90,003 I I ( 8 ) Common Stock 98,190 I I ( 9 ) Common Stock 14,285 I I ( 2 ) Common Stock 20,185 I I ( 3 ) Common Stock 575,763 I I ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Trimaran Fund II, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X X Trimaran Capital, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X X Trimaran Investments II, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X X CIBC Employee Private Equity Fund (Trimaran) Partners C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X X CIBC Capital CORP C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X X Trimaran Fund Management, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X X Trimaran Advisors, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X X Caravelle Investment Fund, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X X Signatures /s/ John Papachristos, Name: John Papchristos, Title: Attorney-in-Fact TRIMARAN INVESTMENTS II, L.L.C. 04/13/2005 Signature of Reporting Person Date

Explanation of Responses:

( 1 )See Remarks Section ( 2 )Shares directly held by Trimaran Fund Management, L.L.C. ( 3 )Shares directly held by Trimaran Advisors, L.L.C. ( 4 )Shares directly held by Caravelle Investment Fund, L.L.C. ( 5 )Shares directly held by Trimaran Fund II, L.L.C. ( 6 )Shares directly held by Trimaran Capital L.L.C. ( 7 )Shares directly held by Trimaran Parallel Fund II, L.P. ( 8 )Shares directly held by CIBC Employee Private Equity Fund (Trimaran) Partners ( 9 )Shares directly held by CIBC Capital Corporation

Remarks: Exhibit ListExhibit 99 - Joint Filer InformationFootnote 1This report is filed jointly by Trimaran Investments II, L.L.C. ("Trimaran II"), Trimaran Fund II, L.L.C., Trimaran Capital,L.L.C., Trimaran Parallel Fund II, L.P., CIBC Employee Private Equity Fund (Trimaran) Partners, CIBC Capital Corporation,Trimaran Advisors, L.L.C., Trimaran Fund Mangement, L.L.C. and Caravelle Investment Fund, L.L.C. as members of a Section13(d) "group." The reported securities are or were directly owned by Trimaran Fund II, L.L.C., Trimaran Capital, L.L.C.,Trimaran Parallel Fund II, L.P., CIBC Employee Private Equity Fund ("Trimaran) Partners, Trimaran Advisors, L.L.C., TrimaranFund Management, L.L.C. and Caravelle Investment Fund, L.L.C. Trimaran II is the managing member of Trimaran Fund II,L.L.,C., Trimaran Capital, L.L.C. and Trimaran Parallel Fund II, L.L.C., and has sole power to vote and dispose of sharesheld by CIBC Employee Private Equity Fund (Trimaran) Partners and CIBC Capital Corporation. Trimaran Advisors, L.L.C. andTrimaran Fund Management, L.L.C. are affiliated entities. Trimaran II may be deemed a director by deputization as a resultof Jay R. Bloom, a managing member of Trimaran, II, and Mark D. Dalton, who is employed by Trimaran II, serving onFreightCar's board of directors. This is an exit filing for members of the group (other than Trimaran II) as a result oftheir beneficial ownership dropping below 10%. Trimaran II, however, will continue to file Section 16 filings since it maybe deemed a director by deputization. The Reporting Persons on this Form 4 disclaim beneficial ownership of the reportedsecurities except to the extent of their pecuniary interests therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.