Sec Form 4 Filing - Trimaran Investments II, L.L.C. @ FreightCar America, Inc. - 2005-09-21

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

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1. Name and Address of Reporting Person Trimaran Investments 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 _____ 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) 09/21/2005 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 Common Stock 09/21/2005 S 500,663 D $ 40.5 75,100 I I ( 1 ) Common Stock 09/21/2005 S 119,772 D $ 40.5 17,966 I I ( 2 ) Common Stock 09/21/2005 S 6,844 D $ 40.5 1,026 I I ( 3 ) Common Stock 09/21/2005 S 51,331 D $ 40.5 7,699 I I ( 4 ) Common Stock 09/21/2005 S 78,707 D $ 40.5 11,806 I I ( 5 ) Common Stock 09/21/2005 S 85,551 D $ 40.5 12,834 I I ( 6 ) Common Stock 09/21/2005 S 12,422 D $ 40.5 1,863 I I ( 7 ) Common Stock 09/21/2005 S 18,100 D $ 40.5 2,715 I I ( 8 ) Common Stock 10/07/2005 S 75,100 D $ 40.5 0 I I ( 1 ) Common Stock 10/07/2005 S 17,966 D $ 40.5 0 I I ( 2 ) Common Stock 10/07/2005 S 1,026 D $ 40.5 0 I I ( 3 ) Common Stock 10/07/2005 S 7,699 D $ 40.5 0 I I ( 4 ) Common Stock 10/07/2005 S 11,806 D $ 40.5 0 I I ( 5 ) Common Stock 10/07/2005 S 12,834 D $ 40.5 0 I I ( 6 ) Common Stock 10/07/2005 S 1,863 D $ 40.5 0 I I ( 7 ) Common Stock 10/07/2005 S 2,715 D $ 40.5 0 I I ( 8 )

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 Investments II, L.L.C. C/O TRIMARAN CAPITAL PARTNERS 622 THIRD AVENUE, 35TH FLOOR NEW YORK, NY10017 X Signatures /s/ John Papachristos, Attorney-In-Fact 10/18/2005 Signature of Reporting Person Date

Explanation of Responses:

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

Remarks: (1) This report is filed by Trimaran Investments II, L.L.C. ("Trimaran II").Trimaran II, together with 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 FundManagement, L.L.C. and Caravelle Investment Fund, L.L.C. are members of aSection 13(d) "group." The reported securities are or were directly owned byTrimaran Fund II, L.L.C., Trimaran Capital, L.L.C., Trimaran Parallel Fund II,L.P., CIBC Employee Private Equity Fund (Trimaran) Partners, CIBC CapitalCorporation, Trimaran Advisors, L.L.C., Trimaran Fund Management, L.L.C. andCaravelle Investment Fund, L.L.C. Trimaran II is the managing member of TrimaranFund 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 shares held by CIBC Employee PrivateEquity Fund (Trimaran) Partners and CIBC Capital Corporation. Trimaran Advisors,L.L.C. and Trimaran Fund Management, L.L.C. are affiliated entities. Trimaran IImay be deemed a director by deputization as a result of Jay R. Bloom, a managingmember of Trimaran, II, and Mark D. Dalton, who is employed by Trimaran II,serving on FreightCar's board of directors.

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).

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