-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L6W6iIwQLGjqdvmtnTFmRY90H4vuy+TC7k4rEirOhnQiC2q5bw7OkgK2D4VhALYM VGyWbXlTjPoiskb2FC9B/w== 0001104659-10-064068.txt : 20101222 0001104659-10-064068.hdr.sgml : 20101222 20101222172732 ACCESSION NUMBER: 0001104659-10-064068 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20101222 DATE AS OF CHANGE: 20101222 GROUP MEMBERS: PLATINUM EQUITY CAPITAL PARTNERS II, L.P. GROUP MEMBERS: PLATINUM EQUITY INVESTMENT HOLDINGS II, LLC GROUP MEMBERS: PLATINUM EQUITY PARTNERS II, LLC GROUP MEMBERS: PLATINUM EQUITY, LLC GROUP MEMBERS: TOM GORES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN COMMERCIAL LINES INC. CENTRAL INDEX KEY: 0001324479 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 753177794 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80898 FILM NUMBER: 101269790 BUSINESS ADDRESS: STREET 1: 1701 E. MARKET STREET CITY: JEFFERSONVILLE STATE: IN ZIP: 47130 BUSINESS PHONE: (812) 288-0363 MAIL ADDRESS: STREET 1: 1701 E. MARKET STREET CITY: JEFFERSONVILLE STATE: IN ZIP: 47130 FORMER COMPANY: FORMER CONFORMED NAME: American Commercial Lines Inc. DATE OF NAME CHANGE: 20050421 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINN HOLDING Corp CENTRAL INDEX KEY: 0001504512 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 310 712 1850 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DRIVE STREET 2: SOUTH BUILDING CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13D/A 1 a10-24230_1sc13da.htm SC 13D/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities and Exchange Act of 1934
(Amendment No. 1)(1)

 

American Commercial Lines Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

025195207

(CUSIP Number)

 

Eva Kalawski, Esq.

Platinum Equity, LLC

360 North Crescent Drive, South Building

Beverly Hills, CA 90210

(310) 712-1850

 

with a copy to:

 

David I. Brown, Esq.

Latham & Watkins LLP

555 Eleventh Street, NW, Suite 1000

Washington DC 20004-1304

(202) 637-1072

(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)

 

December 21, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

 


(1)                                  The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

(Page 1 of 11 Pages)

 



 

CUSIP No.

Page 2 of 11 Pages

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Finn Holding Corporation

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO/AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    o

 

 

6

Citizenship or Place or Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
See Item 4

 

8

Shared Voting Power
See Item 4

 

9

Sole Dispositive Power
See Item 4

 

10

Shared Dispositive Power
See Item 4

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
See Item 4

 

 

14

Type of Reporting Person (See Instructions)
CO

 



 

CUSIP No.

Page 3 of 11 Pages

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Platinum Equity Capital Partners II, L.P.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO/AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    o

 

 

6

Citizenship or Place or Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
See Item 4

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
See Item 4

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
See Item 4

 

 

14

Type of Reporting Person (See Instructions)
PN

 



 

CUSIP No.

Page 4 of 11 Pages

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Platinum Equity Partners II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO/AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    o

 

 

6

Citizenship or Place or Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
See Item 4

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
See Item 4

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
See Item 4

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 



 

CUSIP No.

Page 5 of 11 Pages

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Platinum Equity Investment Holdings II, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO/AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    o

 

 

6

Citizenship or Place or Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
See Item 4

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
See Item 4

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
See Item 4

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 



 

CUSIP No.

Page 6 of 11 Pages

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Platinum Equity, LLC

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO/AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    o

 

 

6

Citizenship or Place or Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
See Item 4

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
See Item 4

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
See Item 4

 

 

14

Type of Reporting Person (See Instructions)
OO (Limited Liability Company)

 



 

CUSIP No.

Page 7 of 11 Pages

 

 

1

Name of Reporting Persons
I.R.S. Identification Nos. of Above Persons (Entities Only)
Tom Gores

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

 o

 

 

(b)

 x

 

 

3

SEC Use Only

 

 

4

Source of Funds
OO/AF

 

 

5

Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)    o

 

 

6

Citizenship or Place or Organization
U.S.A.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7

Sole Voting Power
0

 

8

Shared Voting Power
See Item 4

 

9

Sole Dispositive Power
0

 

10

Shared Dispositive Power
See Item 4

 

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
See Item 4

 

 

12

Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
See Item 4

 

 

14

Type of Reporting Person (See Instructions)
IN

 



 

CUSIP No.

Page 8 of 11 Pages

 

Item 3.                    Source and Amount of Funds or Other Consideration.

 

Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraph:

 

The total consideration paid for Common Stock in connection with the merger and the share purchase transaction, each as described in Item 4 below, was approximately $419 million. The consideration was funded through investment capital available to certain private investment funds controlled by Platinum Equity.

 

Item 4.                   Purpose of Transactions.

 

Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraphs.

 

On December 21, 2010, pursuant to the terms of the Agreement and Plan of Merger, dated as of October 18, 2010 (the “Merger Agreement”), by and among Finn Holding Corporation, a Delaware corporation (“Parent”), Finn Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ACL, Merger Sub was merged with and into ACL, with ACL continuing as the surviving corporation.

 

Immediately prior to the effective time of the merger, pursuant to the terms of the Voting Agreement, dated as of October 18, 2010 (the “Voting Agreement”), by and among GVI Holdings, Inc. and certain of its affiliates (“GVI Stockholders”) and Parent, Parent exercised its option to cause Finn Intermediate Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Finn Intermediate”), to purchase from the GVI Stockholders the 3,234,474 shares of Common Stock to which the Original Schedule 13D relates. As a result, Finn Intermediate became the record owner of such shares and the GVI Stockholders ceased to own any shares of Common Stock of ACL, in each case, as of immediately prior to the effective time of the merger.

 

As a result of the consummation of the transactions contemplated by the Merger Agreement and the Voting Agreement, ACL is now a wholly owned subsidiary of Finn Intermediate and, indirectly, Parent, and ACL’s Common Stock ceased to be traded on the Nasdaq Global Market, and registration of the Common Stock will be terminated pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. As a result, the GVI Stockholders have ceased to own, directly or beneficially, any shares of Common Stock of ACL or securities of ACL subject to the relevant provisions of the Williams Act.  As the Reporting Persons’ deemed beneficial ownership of the shares of Common Stock of ACL arose (by virtue of the Voting Agreement) and was derived from the GVI Stockholders’ ownership of such shares, the Reporting Persons have also ceased to own, whether indirectly or beneficially, any shares of Common Stock of ACL or securities of ACL subject to the relevant provisions of the Williams Act.

 

Item 5.                   Interest in Securities of the Issuer.

 

(a)-(b)     The information contained in Item 4 above is incorporated herein by reference.

 



 

CUSIP No.

Page 9 of 11 Pages

 

(c)           Except as described in Items 3, 4 and 5, which descriptions are incorporated by reference into this Item 5(c), none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any person named on Schedule A, has effected any transaction in the Common Stock during the past 60 days.

 

(d)           Except as described in Items 3, 4 and 5, which descriptions are incorporated by reference into this Item 5(d), none of the Reporting Persons nor, to the Reporting Persons’ knowledge, any person named on Schedule A, has the right to receive or power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.

 

(e)         December 21, 2010.

 



 

 

SIGNATURES

 

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: December 22, 2010

FINN HOLDING CORPORATION

 

 

 

 

 

By:

/s/ Eva Kalawski

 

Name:

Eva M. Kalawski

 

Title:

Vice President and Secretary

 

 

 

 

 

 

 

PLATINUM EQUITY CAPITAL PARTNERS II, L.P.

 

 

 

 

 

 

 

By:

Platinum Equity Partners II, LLC, its general partner

 

 

 

 

 

By:

Platinum Equity Investment Holdings II, LLC, its senior managing member

 

 

 

 

 

 

 

 

By:

/s/ Eva Kalawski

 

 

 

Name:

Eva M. Kalawski

 

 

 

Title:

Vice President and Secretary

 

 

 

 

 

 

 

 

 

 

 

PLATINUM EQUITY PARTNERS II, LLC

 

 

 

 

 

 

 

 

 

 

 

By:

Platinum Equity Investment Holdings II, LLC, its senior managing member

 

 

 

 

 

 

 

 

By:

/s/ Eva Kalawski

 

 

Name:

Eva M. Kalawski

 

 

Title:

Vice President and Secretary

 

 

 

 

 

 

 

 

 

PLATINUM EQUITY INVESTMENT HOLDINGS II, LLC

 

 

 

 

 

By:

/s/ Eva Kalawski

 

Name:

Eva M. Kalawski

 

Title:

Vice President and Secretary

 



 

 

 

PLATINUM EQUITY, LLC

 

 

 

 

 

By:

/s/ Eva Kalawski

 

Name:

Eva M. Kalawski

 

Title:

Executive Vice President, General Counsel

 

 

and Secretary

 

 

 

 

 

 

 

/s/ Mary Ann Sigler

 

Tom Gores by Mary Ann Sigler, attorney-in-fact

 



 

Schedule A

 

Set forth below is a list of the directors and executive officers of Parent, setting forth the business address and present principal occupation or employment, and the name and address of any corporation or organization in which such employment is conducted, of each person. To Parent’s knowledge, all directors and officers listed below are citizens of the United States. Unless otherwise indicated below the business address of each person is c/o Platinum Equity, LLC, 360 North Crescent Drive, South Building, Beverly Hills, CA 90210.

 

Directors of Parent

 

 

Name

 

Present Principal Occupation

Eva M. Kalawski

 

Executive Vice President, General Counsel and Secretary of Platinum Equity

 

 

 

Executive Officers of Parent

 

 

Name

 

Position

Mary Ann Sigler

 

President

Robert J. Joubran

 

Vice President and Treasurer

Eva M. Kalawaski

 

Vice President and Secretary

Stephen T. Zollo

 

Vice President

 


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