| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
AMERICAN COMMERCIAL LINES INC. [ ACLI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/21/2010 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 12/21/2010 | J(1)(2)(3) | 134(3) | A | (1)(2) | 134(3) | I | See Footnote(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On December 21, 2010, pursuant to the Agreement and Plan of Merger, dated as of October 18, 2010 (the "Merger Agreement"), by and among Parent, Finn Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and the Issuer, Merger Sub was merged with and into the Issuer, with the Issuer continuing as the surviving corporation. At the effective time of the merger, each share of Common Stock of the Issuer ("Common Stock") issued and outstanding (except for certain shares held by the Issuer, Parent and Merger Sub, and their wholly owned subsidiaries, the GVI Stockholders (as defined below) and shares owned by stockholders who properly exercised their appraisal rights), and certain vested options and vested restricted stock unit awards, converted into the right to receive the per share merger consideration of $33.00 in cash, without interest, less any applicable withholding taxes. |
| 2. 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 3,234,474 shares of Common Stock for $31.25 per share. |
| 3. As a result of the consummation of the transactions contemplated by the Merger Agreement and the Voting Agreement, the Issuer has 134 shares of Common Stock issued and outstanding, all of which are held by Finn Intermediate, and, indirectly, by Parent. All of the issued and outstanding common stock of Parent is held by certain private investment funds controlled by Platinum Equity. Also as a result of the consummation of the transactions contemplated by the Merger Agreement and the Voting Agreement, the Issuer'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. |
| Remarks: |
| The "Reporting Persons" are (i) Finn Holding Corporation ("Parent"), (ii) Platinum Equity Capital Partners II, L.P. , (iii) Platinum Equity Partners II, LLC, (iv) Platinum Equity Investment Holdings II, LLC, (v) Platinum Equity, LLC ("Platinum Equity"), (vi) and Tom Gores (each individually, a "Reporting Person"). This report is filed jointly by the Reporting Persons. |
| by /s/ Eva Kalawski, Vice President and Secretary on behalf of Finn Holding Corporation | 12/22/2010 | |
| by /s/ Eva Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings II, LLC, the senior managing member of Platinum Equity Partners II, LLC, the general partner of Platinum Equity Capital Partners II, L.P. | 12/22/2010 | |
| by /s/ Eva Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings II, LLC, the senior managing member of Platinum Equity Partners II, LLC | 12/22/2010 | |
| by /s/ Eva Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings II, LLC | 12/22/2010 | |
| by /s/ Eva Kalawski, Executive Vice President, General Counsel and Secretary on behalf of Platinum Equity, LLC | 12/22/2010 | |
| by /s/ Mary Ann Sigler, attorney-in-fact for Tom Gores | 12/22/2010 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||