-----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, EMxH3mIoAlSObyfTLMDX2+ndyKM5D4tDYFBGw4UT7P7DM1qMG90+e423LHkRHBBv 2EeVIzxHCcHJcId0AcRJeA== 0001193125-06-217237.txt : 20061030 0001193125-06-217237.hdr.sgml : 20061030 20061027183053 ACCESSION NUMBER: 0001193125-06-217237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061027 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061030 DATE AS OF CHANGE: 20061027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Horizon Lines, Inc. CENTRAL INDEX KEY: 0001302707 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32627 FILM NUMBER: 061170047 BUSINESS ADDRESS: STREET 1: 4064 COLONY ROAD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 704-973-7000 MAIL ADDRESS: STREET 1: 4064 COLONY ROAD STREET 2: SUITE 200 CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: H Lines Holding Corp DATE OF NAME CHANGE: 20040909 8-K 1 d8k.htm CURRENT REPORT Current Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 27, 2006

 


 

HORIZON LINES, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   001-32627   74-3123672

(State or Other Jurisdiction

of Organization)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

4064 Colony Road, Suite 200

Charlotte, North Carolina 28211

(Address of Principal Executive Offices, including Zip Code)

 

(704) 973-7000

(Registrant’s telephone number, including area code)

 

N/A

(Former Name or Former Address, if Changed Since Last Report)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 



ITEM 8.01. OTHER EVENTS

 

On October 27, 2006, the Board of Directors of Horizon Lines, Inc. (the “Company”) appointed Charles G. Raymond, the Company’s President and Chief Executive Officer and a director of the Company, as Chairman of the Board of Directors. Until Mr. Raymond’s appointment, the position of Chairman of the Board had not been filled.

 

In addition, on October 27, 2006, the Board of Directors of the Company voted to declare a cash dividend on the Company’s outstanding shares of common stock of $0.11 per share, payable on December 15, 2006 to all stockholders of record as of the close of business on December 1, 2006 (the “12/06 Dividend”).

 

On October 27, 2006, the Company issued press releases announcing the appointment of Mr. Raymond as Chairman of the Board and the declaration of the 12/06 Dividend. Copies of these press releases are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K.

 

SAFE HARBOR STATEMENT

 

The information contained in this Current Report on Form 8-K (including the exhibits hereto) should be read in conjunction with our filings made with the Securities and Exchange Commission. This Current Report on Form 8-K (including the exhibits hereto) contains “forward-looking statements” within the meaning of the federal securities laws. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that do not relate solely to historical fact. They include, but are not limited to, any statement that may predict, forecast, indicate or imply future results, performance, achievements or events. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “projects,” “likely,” “will,” “would,” “could” and similar expressions or phrases identify forward-looking statements.

 

All forward-looking statements involve risk and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

 

Factors that may cause actual results to differ from expected results include: our substantial debt; restrictive covenants under our debt agreements; decreases in shipping volumes; our failure to renew our commercial agreements with Maersk; raising fuel prices; labor interruptions or strikes; job related claims, liability under multi-employer pension plans; compliance with safety and environmental protection and other governmental requirements; new statutory and regulatory directives in the United States addressing homeland security concerns; the successful start-up of any Jones-Act competitor; delayed delivery or non-delivery of one or more of our new vessels; increased inspection procedures and tight import and export controls; restrictions on foreign ownership of our vessels; repeal or substantial amendment of the Jones Act; escalation of insurance costs, catastrophic losses and other liabilities; the arrest of our vessels by maritime claimants; severe weather and natural disasters; our inability to exercise our purchase options for our chartered vessels; the aging of our vessels; unexpected substantial drydocking costs for our vessels; the loss of our key management personnel; actions by our stockholders; changes in tax laws or in their interpretation or application, adverse tax audits and other tax matters; and legal or other proceedings to which we are or may become subject.

 

In light of these risks and uncertainties, expected results or other anticipated events or circumstances discussed in this Current Report on Form 8-K (including the exhibits hereto) might not occur. We undertake no obligation, and specifically decline any obligation, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

2


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits

 

Exhibit No.

  

Description


  99.1*    Press release dated October 27, 2006.
  99.2*    Press release dated October 27, 2006.

* Filed herewith.

 

3


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    HORIZON LINES, INC.
    (Registrant)

Date: October 27, 2006

  By:  

/s/ M. Mark Urbania


        M. Mark Urbania
       

Senior Vice President, Chief Financial Officer

and Assistant Secretary

 

4

EX-99.1 2 dex991.htm PRESS RELEASE DATED OCTOBER 27, 2006 Press release dated October 27, 2006

Exhibit 99.1

HORIZON LINES, INC. APPOINTS CHARLES G. RAYMOND CHAIRMAN

CHARLOTTE, N.C., Oct. 27 – Horizon Lines, Inc. (NYSE: HRZ) announced today that its Board of Directors has voted to appoint Charles (Chuck) G. Raymond as its first Chairman of the Board of Directors. He will continue to also serve in his current roles as President and Chief Executive Officer.

“I am deeply honored by the Horizon Lines Board of Directors’ vote of confidence in electing me Chairman,” said Chuck Raymond. “I look forward to working with my fellow Board members and my 1,889 fellow associates at Horizon Lines to continue the string of successes that we have achieved together during our seven-year existence.”

Chuck Raymond has served as President and Chief Executive Officer and as a director of Horizon Lines, Inc. since July 2004, and of Horizon Lines, LLC since February 2003. Mr. Raymond has held various senior management positions during his 41-year transportation career, including Group Vice President-Operations and Senior Vice President and Chief Transportation Officer of Sea-Land Service, Inc. from 1994 through 1999. He was an Executive Officer of CSX Corporation from 1994 to 2003. From 1999 until 2003, he was President and Chief Executive Officer of Sea-Land Service Domestic Shipping and CSX Lines, LLC.

Mr. Raymond is a member of the American Bureau of Shipping (ABS) and The National Cargo Bureau. He serves on several industry-specific boards including the Transportation Institute, and the Maritime Cabotage Task Force. Additionally, he serves on the Board of Advisors of the U.S. Merchant Marine Academy (USMMA) at Kings Point, the Global Maritime and Transportation School at the USMMA, the McColl Graduate School of Business at Queens University and The Greater Charlotte Chamber of Commerce. From May 2000 to May 2003, he served as Chairman of the Marine Transportation System National Advisory Council (MTSNAC), which was established by the U.S. Secretary of Transportation. In 2005, he was appointed to serve a five-year term on the National Maritime Security Advisory Committee. In July 2006, he was appointed to the Board of Directors of Carolinks.

In 2003, Mr. Raymond was inducted into the International Maritime Hall of Fame and was the recipient of the coveted Admiral of the Ocean Seas (AOTOS) award, presented annually by the United Seaman’s Service. In April 2004, he was selected as the maritime “Good Scout Award” recipient by the Boy Scouts of America. Later that year, he was presented with Kings Point’s “Leadership of Light” and the prestigious Containerization and Intermodal Institute “Connie” Award. In 2005, he was named Carolinas 2005 Ernst & Young “Entrepreneur of the Year” and was also named “Kings Pointer of the Year” by the USMMA Alumni Foundation. He is a graduate of the United States Merchant Marine Academy and the Harvard Business School Advanced Management program.

About Horizon Lines

Horizon Lines, LLC is the nation’s leading Jones Act container shipping and integrated logistics company, operating 16 U.S.-flag vessels on routes linking the continental United States with Alaska, Hawaii, Guam, and Puerto Rico. Horizon Lines also owns Horizon Services Group, an organization with a diversified offering of cargo management and tracking services being marketed to shippers, carriers, and other supply chain participants. Horizon Lines, LLC and Horizon Services Group are wholly-owned subsidiaries of Horizon Lines, Inc., which trades on the New York Stock Exchange under the ticker symbol HRZ.

CONTACT: Michael Avara of Horizon Lines, Inc., +1-704-973-7000, or mavara@horizonlines.com

EX-99.2 3 dex992.htm PRESS RELEASE DATED OCTOBER 27, 2006 Press release dated October 27, 2006

Exhibit 99.2

HORIZON LINES, INC. DECLARES DIVIDEND

CHARLOTTE, N.C., Oct. 27 – Horizon Lines, Inc. (NYSE: HRZ) announced today that its Board of Directors has voted to declare a cash dividend on its outstanding shares of common stock of $0.11 per share, payable on December 15, 2006 to all stockholders of record as of the close of business on December 1, 2006.

About Horizon Lines

Horizon Lines, LLC is the nation’s leading Jones Act container shipping and integrated logistics company, operating 16 U.S.-flag vessels on routes linking the continental United States with Alaska, Hawaii, Guam, and Puerto Rico. Horizon Lines also owns Horizon Services Group, an organization with a diversified offering of cargo management and tracking services being marketed to shippers, carriers, and other supply chain participants. Horizon Lines, LLC and Horizon Services Group are wholly-owned subsidiaries of Horizon Lines, Inc., which trades on the New York Stock Exchange under the ticker symbol HRZ.

SOURCE Horizon Lines, Inc.

CONTACT: Michael Avara of Horizon Lines, Inc., +1-704-973-7000, or mavara@horizonlines.com

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