[SCHEDULE 13G/A] FreightCar America, Inc. SEC Filing
FreightCar America reports that Continental General Insurance Company and affiliated entities beneficially own 1,247,976 shares of the issuer's common stock, representing approximately 6.5% of 19,118,966 outstanding shares. The ownership is reported on a Schedule 13G/A by CGIC, Continental Insurance Group, Ltd., Continental General Holdings LLC and Michael Gorzynski. The filing discloses shared voting and shared dispositive power for the 1,247,976 shares and 0 shares of sole voting or dispositive power.
The statement explains the chain of potential beneficial ownership: CGIC holds the shares, CIG as sole owner of CGIC and CGH as sole owner of CIG may be deemed to beneficially own the same shares, and Mr. Gorzynski as manager of CGH may also be deemed to beneficially own them. The filing includes a certification that the securities were not acquired to change or influence control of the issuer.
- 1,247,976 shares disclosed, representing approximately 6.5% of 19,118,966 outstanding shares.
- Schedule 13G/A filing provides transparency about a >5% stake by Continental-related entities.
- Reporting Persons state the shares were not acquired to change or influence control of the issuer.
- Voting and dispositive power reported as shared, with 0 shares of sole voting or dispositive power.
- None.
Insights
TL;DR: A disclosed 6.5% stake is material but reported as passive with shared voting power, indicating routine ownership disclosure.
The Reporting Persons disclose beneficial ownership of 1,247,976 shares, equal to approximately 6.5% of the company based on 19,118,966 shares outstanding. The cover information shows 0 sole voting/dispositive power and 1,247,976 as shared voting and dispositive power, which is consistent with a non-control, passive holding reported on a Schedule 13G/A. For investors and market observers, the holding crosses the 5% disclosure threshold and is therefore material; the filing's certification that the stake is not for control is an explicit legal stance that limits control-related implications.
TL;DR: Ownership structure shows layered entities and a named individual may be deemed a beneficial owner, but the filing asserts no intent to influence control.
The filing describes an ownership chain whereby Continental General Insurance Co directly holds the shares and Continental Insurance Group, Ltd. and Continental General Holdings LLC, as upstream owners, may be deemed to beneficially own them, with Michael Gorzynski identified as Manager and reported as potentially beneficial. The schedule reports shared rather than sole voting/dispositive authority, and includes a certification that the securities were not acquired to change or influence issuer control. From a governance perspective, disclosure of the chain and the shared powers is important for transparency; however, the document provides no indication of plans to alter board composition or governance.