<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 4, 1998
REGISTRATION NO. 333-62227
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- --------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICAN COMMERCIAL LINES LLC
ACL CAPITAL CORP.
AMERICAN COMMERCIAL BARGE LINE LLC
AMERICAN COMMERCIAL MARINE SERVICE LLC
LOUISIANA DOCK COMPANY LLC
WATERWAY COMMUNICATIONS SYSTEM LLC
AMERICAN COMMERCIAL TERMINALS LLC
AMERICAN COMMERCIAL TERMINALS --
MEMPHIS LLC
JEFFBOAT LLC
AMERICAN COMMERCIAL LINES
INTERNATIONAL LLC
ORINOCO TASA LLC
ORINOCO TASV LLC
BREEN TAS LLC
BULLARD TAS LLC
SHELTON TAS LLC
LEMONT HARBOR & FLEETING SERVICES LLC
TIGER SHIPYARD LLC
WILKINSON POINT LLC
HOUSTON FLEET LLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C> <C>
DELAWARE 4400 52-210660 52-2106599
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL N/A 52-2106588
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) 52-2106602 52-2106587
ORGANIZATION) N/A 52-2106595
52-2106589 52-2106594
52-2106585 52-2106586
52-2106596 52-2106582
52-2106598 52-2106593
52-2106590 52-2106584
52-2106591
(I.R.S. EMPLOYER
IDENTIFICATION NUMBER)
</TABLE>
<TABLE>
<S> <C>
1701 EAST MARKET ST. MICHAEL C. HAGAN
JEFFERSONVILLE, INDIANA 47130 1701 EAST MARKET ST.
TELEPHONE: (812) 288-0100 JEFFERSONVILLE, INDIANA 47130
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE TELEPHONE: (812) 288-0100
NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S (NAME, ADDRESS, INCLUDING ZIP CODE, AND
PRINCIPAL EXECUTIVE OFFICES) TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
FOR SERVICE)
</TABLE>
COPY TO:
LANCE C. BALK
KIRKLAND & ELLIS
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022-4675
TELEPHONE: (212) 446-4800
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE(2)
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<S> <C> <C> <C> <C>
Series B 10 1/4% Senior Notes due 2008..... $300,000,000 $1,000 $300,000,000 $88,500
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Not Applicable.
(1) Estimated solely for the purpose of calculating the registration fee.
(2) Previously paid.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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<PAGE> 2
This Amendment No. 3 to Form S-4 Registration Statement is being filed to amend
Part II only.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each of ACL, the Parent and the Subsidiary Guarantors is a limited
liability company organized under the laws of the State of Delaware. Section
18-108 of the Delaware Limited Liability Company Act (the "DLLCA") provides
that, subject to such standards and restrictions, if any, as are set forth in
its limited liability company agreement, a limited liability company may, and
shall have the power to, indemnify and hold harmless any member or manager or
other persons from and against any and all claims and demands whatsoever.
Article XI of the Parent's Limited Liability Company Agreement (the "Parent
LLC Agreement") provides, among other things, that the Parent shall indemnify
and hold harmless any Member, Representative or any direct or indirect officer,
director, stockholder or partner of a Member (each an "Indemnitee") to the
fullest extent permitted under the DLLCA, as the same exists or as thereafter
amended, substituted or replaced (but, in the case of any such amendment,
substitution or replacement only to the extent that such amendment, substitution
or replacement permits the Parent to provide broader indemnification rights than
the Parent is providing immediately prior to such amendment), against all
expenses, costs, liabilities, damages and losses (including reasonable
attorney's fees and expenses and amounts paid in settlement) incurred by any
such Indemnitee in connection with any action, suit or proceeding to which such
Indemnitee may be made a party or otherwise involved or with which it shall be
threatened by reason of its being a Representative, or any direct or indirect
officer, director, stockholder or partner of a Member or while acting as (or on
behalf of) a Member on behalf of the Parent or in the Parent's interest;
provided that (unless the Board otherwise consents) no Indemnitee shall be
indemnified for any expenses, liabilities and losses suffered that are
attributable to such Indemnitee's gross negligence, willful misconduct or
knowing violation of law or for any present or future breaches of any
representations, warranties or covenants by such Indemnitee contained herein or
in the other agreements with the Parent. The Parent LLC Agreement further
provides that expenses, including attorneys' fees, incurred by any such
Indemnitee in defending a proceeding shall be paid by the Parent in advance of
the final disposition of such proceeding, including any appeal therefrom, upon
receipt of an undertaking by or on behalf of such Indemnitee to repay such
amount if it shall ultimately be determined that such Indemnitee is not entitled
to be indemnified by the Parent.
The Parent LLC Agreement defines "Member" as each Person who (a) is an
initial signatory to the Parent LLC Agreement, or has been admitted to the
Company as a Member in accordance with the provisions of Article II of the
Parent LLC Agreement, and (b) has not ceased to be a Member in accordance with
the provisions of the Parent LLC Agreement or for any other reason. The Parent
LLC Agreement defines "Person" as an individual, a partnership, a corporation,
an association, a joint stock company, a limited liability company, a trust, a
joint venture, an unincorporated organization or a governmental entity or any
department, agency or political subdivision thereof. In addition, as used in the
Parent LLC Agreement, each member of the Parent's Board is referred to as a
"Representative." According to the Parent LLC Agreement, the Parent shall have
power to purchase and maintain insurance on behalf of any Indemnitee or any
Person who is or was an agent of the Parent against any liability asserted
against such Person and incurred by such Person in any such capacity, or arising
out of such Person's status as an agent, whether or not the Parent would have
the power to indemnify such Person against such liability under the provisions
of Section 11.1 of the Parent LLC Agreement or under Applicable Law (as defined
therein).
Section 16 of the Amended and Restated Limited Liability Company Agreements
of the Company and the Subsidiary Guarantors (the "LLC Agreements") provides,
among other things, that, except as limited by law any member, manager, officer
or employee of the Company or the Subsidiary Guarantors shall be indemnified and
held harmless to the fullest extent permitted under the DLLCA (including
indemnification for negligence, gross negligence and breach of fiduciary duty to
the extent so authorized) from and against any and all claims and demands
arising by reason of the fact that such person is, or was a member, manager,
officer or employee of the Company or the Subsidiary Guarantors.
II-1
<PAGE> 4
ACL Capital (the "Corporation") is a Delaware corporation. Section 145 of
the General Corporation Law of the State of Delaware provides that a Delaware
corporation may indemnify any person or persons who were, are or are threatened
to be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was an officer, director, employee or agent of such
corporation, or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was illegal. A
Delaware corporation may indemnify any persons who are, were or are threatened
to be made, a party to any threatened, pending or completed action or suit by or
in the right of the corporation by reasons of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation as a director, officer, employee or agent of another
corporation or enterprise. The indemnity may include expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with the defense or settlement of such action or suit, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interest, provided that no indemnification is
permitted without judicial approval if the officer, director, employee or agent
is adjudged to be liable to the corporation. Where an officer, director,
employee or agent is successful on the merits or otherwise in the defense of any
action referred to above, the corporation must indemnify him against the
expenses which such officer or director has actually and reasonably incurred.
The Certificate of Incorporation of the Corporation provides that a
director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
person as a director; except for liability (i) for breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv)
for any transaction from which the director derived an improper personal
benefit.
Article VI of the Bylaws of the Corporation provides that each person who
was or is made a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact that he, or a
person of whom he is the legal representative, is or was a director or officer,
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee, fiduciary or agent of another corporation or of a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless by the Corporation to the fullest extent which it is empowered to
do so unless prohibited from doing so by the General Corporation Law of the
State of Delaware, as the same exists or may thereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Corporation to provide broader indemnification rights than said law permitted
the Corporation to provide prior to such amendment) against all expenses,
liability and loss (including attorneys' fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith. Article VI of the
Bylaws of the Corporation further provides that the right to indemnification
conferred in Article VI of the Bylaws of the Corporation shall be a contract
right and shall include the right to be paid by the Corporation the expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that the payment of such expenses incurred by a director or
officer of the Corporation in his capacity as a director or officer (and not in
any other capacity in which service was or is rendered by such person while a
director or officer, including, without limitation, service to any employee
benefit plan) in advance of the final disposition of such proceeding, shall be
made only upon delivery to the Corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it should be
determined ultimately that such director or officer is not entitled to be
indemnified under this section or otherwise. The Corporation may, by action of
its board of directors, provide indemnification to
II-2
<PAGE> 5
employees and agents of the Corporation with the same scope and effect as the
foregoing indemnification of directors and officers.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145. The
Corporation's Bylaws provide for the maintenance of insurance under the
circumstances described in Section 145.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers or persons controlling the
registrants pursuant to the foregoing provisions, the registrants have been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS.
<TABLE>
<C> <S>
+2.1 Recapitalization Agreement dated as of April 17, 1998 by and
among CSX Corporation, Vectura Group, Inc., the Parent, the
Company and National Marine, Inc.
+3.1 Certificate of Formation of the Parent.
+3.2 Form of Certificate of Formation of the Company and the
Subsidiary Guarantors.
+3.3 Form of Limited Liability Company Agreement for the
Subsidiary Guarantors.
+3.4 Amended and Restated Limited Liability Company Agreement of
the Parent.
+3.5 Amended and Restated Limited Liability Company Agreement of
the Company.
+3.6 Certificate of Incorporation of ACL Capital.
+3.7 By-laws of ACL Capital.
+4.1 Indenture dated as of June 30, 1998 by and among the
Company, ACL Capital and the Subsidiary Guarantors and the
United States Trust Company of New York, as trustee.
+4.2 Purchase Agreement dated as of June 23, 1998 among the
Company, ACL Capital and the Subsidiary Guarantors,
Wasserstein Perella Securities, Inc. and Chase Securities
Inc.
+4.3 Registration Rights Agreement dated as of June 23, 1998 by
and among the Company, ACL Capital and the Subsidiary
Guarantors, Wasserstein Perella Securities, Inc. and Chase
Securities Inc.
+4.4 Registration Rights Agreement dated as of June 30, 1998 by
and among the Company, Vectura Group, Inc., National Marine,
Inc., CSX Brown Corp., Stuart Agranoff and Steven Anderson
and each Person whose name is set forth on Schedule I
therein.
5.1 Opinion and consent of Kirkland & Ellis.
+8.1 Opinion Regarding Tax Matters.
+10.1 Credit Agreement dated as of June 30, 1998 among the
Company, the Parent, the Lenders (as defined therein) and
the Chase Manhattan Bank, as issuing bank, as administrative
agent, as security trustee and as collateral agent.
+10.2 Employment Agreement between the Company and Daniel J.
Marquitz dated October 19, 1998.
+10.3 Employment Agreement between the Company and Robert W.
Greene, III dated October 19, 1998.
+12.1 Statement of Computation of Ratios.
+21.1 Subsidiaries of the Company.
+23.1 Consent of Ernst & Young LLP.
+23.2 Consent of Arthur Andersen LLP.
+23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).
+24.1 Powers of Attorney (included in signature page).
+25.1 Statement of Eligibility of Trustee on Form T-1.
+27.1 Financial Data Schedule.
+99.1 Form of Letter of Transmittal.
+99.2 Form of Notice of Guaranteed Delivery.
+99.3 Form of Tender Instructions.
</TABLE>
- ---------------
+ Previously filed.
II-3
<PAGE> 6
ITEM 22. UNDERTAKINGS.
Each undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering; and
(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by Rule 3-19 of the chapter at the start of any delayed offering or
throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided, that
the registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (a)(4) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form
F-3, a post-effective amendment need not be filed to include financial
statements and information required by Section 10(a)(3) of the Act or Rule 3-19
of this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Form F-3.
(1) Each undersigned registrant hereby undertakes as follows: that
prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement,
by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(2) Each registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Act and is
used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and will
not be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described under
Item 20 or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of
II-4
<PAGE> 7
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
Each undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
Each undersigned registrant hereby undertakes to respond to requests for
information that are incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
Each undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
AMERICAN COMMERCIAL LINES LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-6
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
ACL CAPITAL CORP.
By: *
-------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
AMERICAN COMMERCIAL BARGE LINE LLC
By: *
-------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-8
<PAGE> 11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
AMERICAN COMMERCIAL LINES
INTERNATIONAL LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- International and
- -------------------------------------------------------- Member
Martin K. Pepper
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-9
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
AMERICAN COMMERCIAL MARINE
SERVICE LLC
By: *
------------------------------------
Name: Robert W. Greene
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Robert W. Greene
* Member
- --------------------------------------------------------
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-10
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
AMERICAN COMMERCIAL TERMINALS LLC
By: *
------------------------------------
Name: Robert W. Greene
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Robert W. Greene
* Member
- --------------------------------------------------------
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-11
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
AMERICAN COMMERCIAL TERMINALS --
MEMPHIS LLC
By: *
------------------------------------
Name: Robert W. Greene
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Robert W. Greene
* Member
- --------------------------------------------------------
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-12
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
BREEN TAS LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President, Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Vice President -- Corporate Services and
- -------------------------------------------------------- Member
Michael A. Khouri
* Vice President -- International and Member
- --------------------------------------------------------
Martin K. Pepper
* Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-13
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
BULLARD TAS LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Vice President -- Corporate Services and
- -------------------------------------------------------- Member
Michael A. Khouri
* Vice President -- International and Member
- --------------------------------------------------------
Martin K. Pepper
* Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-14
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
HOUSTON FLEET LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Transportation
- -------------------------------------------------------- Services and Member
William N. Whitlock
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-15
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
JEFFBOAT LLC
By: *
------------------------------------
Name: Robert W. Greene
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Robert W. Greene
* Member
- --------------------------------------------------------
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-16
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
LEMONT HARBOR & FLEETING
SERVICES LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Transportation
- -------------------------------------------------------- Services and Member
William N. Whitlock
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-17
<PAGE> 20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
LOUISIANA DOCK COMPANY LLC
By:
*
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Transportation
- -------------------------------------------------------- Services and Member
William N. Whitlock
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-18
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
ORINOCO TASA LLC
By:
*
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Vice President -- Corporate Services and
- -------------------------------------------------------- Member
Michael A. Khouri
* Vice President -- International and Member
- --------------------------------------------------------
Martin K. Pepper
* Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-19
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
ORINOCO TASV LLC
By:
*
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Vice President -- Corporate Services and
- -------------------------------------------------------- Member
Michael A. Khouri
* Vice President -- International and Member
- --------------------------------------------------------
Martin K. Pepper
* Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-20
<PAGE> 23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
SHELTON TAS LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Vice President -- Corporate Services and
- -------------------------------------------------------- Member
Michael A. Khouri
* Vice President -- International and Member
- --------------------------------------------------------
Martin K. Pepper
* Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-21
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
TIGER SHIPYARD LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Transportation
- -------------------------------------------------------- Services and Member
William N. Whitlock
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-22
<PAGE> 25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
WATERWAY COMMUNICATIONS
SYSTEM LLC
By:
*
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-23
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant has duly caused this Amendment No. 3 to its Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Jeffersonville, State of Indiana, on November 4, 1998.
WILKINSON POINT LLC
By: *
------------------------------------
Name: Michael C. Hagan
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to its Registration Statement has been signed by the following persons in
the capacities and on the dates indicated on November 4, 1998:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY
--------- --------
<C> <S>
* President, Chief Executive Officer
- -------------------------------------------------------- (principal executive officer) and Member
Michael C. Hagan
/s/ MICHAEL A. KHOURI Senior Vice President -- Corporate Services
- -------------------------------------------------------- and Member
Michael A. Khouri
* Senior Vice President -- Transportation
- -------------------------------------------------------- Services and Member
William N. Whitlock
* Senior Vice President -- Finance and
- -------------------------------------------------------- Administration, Chief Financial Officer
James J. Wolff (principal financial officer and
accounting officer) and Member
*By: /s/ MICHAEL A. KHOURI
---------------------------------------------------
As Attorney-in-fact
</TABLE>
II-24
<PAGE> 27
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
- ------- ----------- ------------
<C> <S> <C>
+2.1 Recapitalization Agreement dated as of April 17, 1998 by and
among CSX Corporation, Vectura Group, Inc., the Parent, the
Company and National Marine, Inc. ..........................
+3.1 Certificate of Formation of the Parent......................
+3.2 Form of Certificate of Formation of the Company and the
Subsidiary Guarantors.......................................
+3.3 Form of Limited Liability Company Agreement for the
Subsidiary Guarantors.......................................
+3.4 Amended and Restated Limited Liability Company Agreement of
the Parent..................................................
+3.5 Amended and Restated Limited Liability Company Agreement of
the Company.................................................
+3.6 Certificate of Incorporation of ACL Capital.................
+3.7 By-laws of ACL Capital......................................
+4.1 Indenture dated as of June 30, 1998 by and among the
Company, ACL Capital and the Subsidiary Guarantors and the
United States Trust Company of New York, as trustee.........
+4.2 Purchase Agreement dated as of June 23, 1998 among the
Company, ACL Capital and the Subsidiary Guarantors,
Wasserstein Perella Securities, Inc. and Chase Securities
Inc. .......................................................
+4.3 Registration Rights Agreement dated as of June 23, 1998 by
and among the Company, ACL Capital and the Subsidiary
Guarantors, Wasserstein Perella Securities, Inc. and Chase
Securities Inc. ............................................
+4.4 Registration Rights Agreement dated as of June 30, 1998 by
and among the Company, Vectura Group, Inc., National Marine,
Inc., CSX Brown Corp., Stuart Agranoff and Steven Anderson
and each Person whose name is set forth on Schedule I
therein.....................................................
5.1 Opinion and consent of Kirkland & Ellis ....................
+8.1 Opinion Regarding Tax Matters...............................
+10.1 Credit Agreement dated as of June 30, 1998 among the
Company, the Parent, the Lenders (as defined therein) and
the Chase Manhattan Bank, as issuing bank, as administrative
agent, as security trustee and as collateral agent..........
+10.2 Employment Agreement between the Company and Daniel J.
Marquitz dated October 19, 1998.............................
+10.3 Employment Agreement between the Company and Robert W.
Greene, III dated October 19, 1998..........................
+12.1 Statement of Computation of Ratios..........................
+21.1 Subsidiaries of the Company.................................
+23.1 Consent of Ernst & Young LLP ...............................
+23.2 Consent of Arthur Andersen LLP .............................
+23.3 Consent of Kirkland & Ellis (included in Exhibit 5.1).......
+24.1 Powers of Attorney (included in signature page).............
+25.1 Statement of Eligibility of Trustee on Form T-1.............
+27.1 Financial Data Schedule.....................................
+99.1 Form of Letter of Transmittal...............................
+99.2 Form of Notice of Guaranteed Delivery.......................
+99.3 Form of Tender Instructions.................................
</TABLE>
- ---------------
+ Previously filed.
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF KIRKLAND & ELLIS]
To Call Writer Direct:
212 446-4800
November 4, 1998
AMERICAN COMMERCIAL LINES LLC
ACL CAPITAL CORP.
AMERICAN COMMERCIAL BARGE LINE LLC
AMERICAN COMMERCIAL MARINE SERVICE LLC
LOUISIANA DOCK COMPANY LLC
WATERWAY COMMUNICATIONS SYSTEM LLC
AMERICAN COMMERCIAL TERMINALS LLC
AMERICAN COMMERCIAL TERMINALS --
MEMPHIS LLC
JEFFBOAT LLC
AMERICAN COMMERCIAL LINES
INTERNATIONAL LLC
ORINOCO TASA LLC
ORINOCO TASV LLC
BREEN TAS LLC
BULLARD TAS LLC
SHELTON TAS LLC
LEMONT HARBOR & FLEETING SERVICES LLC
TIGER SHIPYARD LLC
WILKINSON POINT LLC
HOUSTON FLEET LLC (collectively the "Registrants")
1701 East Market St.
Jeffersonville, IN 47130
Re: Series B 10 1/4% Senior Notes due 2008
Ladies and Gentlemen:
We are acting as special counsel to the Registrants, in connection with
the proposed registration by the Registrants of up to $300,000,000 in aggregate
principal amount of the Registrants' Series B 10 1/4% Senior Notes due 2008 (the
"Exchange Notes"), pursuant to a Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "Commission") on the date hereof
under the Securities Act of 1933, as amended (the "Securities Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement"), for the purpose of effecting an exchange offer
(the "Exchange Offer") for the Registrants' 10 1/4% Senior Notes due 2008 (the
"Old Notes"). The Exchange Notes are to be issued pursuant to the Indenture (the
"Indenture"), dated as of June 30, 1998, between the Registrants and United
States Trust Company of New York, as Trustee, in exchange for and in replacement
of the Registrants' outstanding Old Notes, of which $300,000,000 in aggregate
principal amount is outstanding.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the corporate and organizational documents of the
Registrants, (ii) minutes and records of the corporate proceedings of the
Registrants with respect to the issuance of the Exchange Notes, (iii) the
Registration Statement and exhibits thereto and (iv) the Registration Rights
Agreement, dated as of June 30, 1998, among the Registrants, Wasserstein
Perella Securities Inc. and Chase Securities Inc.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the
<PAGE> 2
November 4, 1998
Page 2
genuineness of the signatures of persons signing all documents in connection
with which this opinion is rendered, the authority of such persons signing on
behalf of the parties thereto other than the Registrants, and the due
authorization, execution and delivery of all documents by the parties thereto
other than the Registrants. As to any facts material to the opinions expressed
herein which we have not independently established or verified, we have relied
upon statements and representations of officers and other representatives of the
Registrants and others.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:
(1) Each of American Commercial Lines LLC, American Commercial Barge
Line LLC, American Commercial Marine Service LLC, Louisiana Dock Company LLC,
Waterway Communications System LLC, American Commercial Terminals LLC, American
Commercial Terminals -- Memphis LLC, Jeffboat LLC, American Commercial Lines
International LLC, Orinoco TASA LLC, Orinoco TASV LLC, Breen TAS LLC, Bullard
TAS LLC, Shelton TAS LLC, Lemont Harbor & Fleeting Services LLC, Tiger Shipyard
LLC, Wilkinson Point LLC, Houston Fleet LLC is a limited liability company
existing and in good standing under the General Corporation Law of the State of
Delaware.
(2) ACL Capital Corp. is a corporation existing and in good standing
under the General Corporation Law of the State of Delaware.
(3) The sale and issuance of the Exchange Notes has been validly
authorized by the Registrants.
(4) When, as and if (i) the Registration Statement shall have become
effective pursuant to the provisions of the Securities Act, (ii) the Indenture
shall have been qualified pursuant to the provisions of the Trust Indenture Act
of 1939, as amended, (iii) the Old Notes shall have been validly tendered to the
Company and (iv) the Exchange Notes shall have been issued in the form and
containing the terms described in the Registration Statement, the Indenture, the
resolutions of the Registrants' Board of Directors or Board of Managers, as the
case may be, (or authorized committee thereof) authorizing the foregoing and any
legally required consents, approvals, authorizations and other order of the
Commission and any other regulatory authorities to be obtained, the Exchange
Notes when issued pursuant to the Exchange Offer will be legally issued, fully
paid and nonassessable and will constitute valid and binding obligations of the
Registrants.
Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of (i)
any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law affecting the enforcement of
creditors' rights generally, (ii) general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law), (iii)
public policy considerations which may limit the rights of parties to obtain
certain remedies and (iv) any laws except the laws of
<PAGE> 3
November 4, 1998
Page 3
the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving this consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Commission.
We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance of the Exchange Notes.
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein.
Yours very truly,
/s/ Kirkland & Ellis
KIRKLAND & ELLIS
