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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
| /x/ |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
| / / | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO .
Commission file number 333-62227
AMERICAN COMMERCIAL LINES LLC
(Exact Name of Registrant as Specified in Its Charter)
| Delaware (State or Other Jurisdiction of Incorporation or Organization) |
52-210660 (IRS Employer Identification No.) |
|
| 1701 East Market Street Jeffersonville, Indiana (Address of Principal Executive Offices) |
|
47130 (Zip Code) |
(812) 288-0100
(Registrant's Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/
State the aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common equity, as of a specified date within 60 days prior to the date of filing. Not Applicable.
As of March 30, 2000, the registrant had 100 membership interests outstanding.
ITEM 12. SECURITY OWNERSHIP AND CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Security Ownership
The Parent owns all of the outstanding equity interests of ACL. The following table sets forth certain information regarding the approximate beneficial ownership of the Parent's equity interests at year end held by (i) each person (other than members of the Board of Managers and executive officers of ACL) known to ACL to be the owner of more than 5% of the outstanding voting membership interests of the Parent, (ii) the Named Executive Officers, (iii) members of the Board of Managers of ACL and (iv) members of the Board of Managers and executive officers of ACL as a group.
| Name of Beneficial Owner |
Number of Non-Voting Senior Preferred Membership Interests |
Percentage of Non-Voting Senior Preferred Membership Interests |
Number of Non-Voting Junior Preferred Membership Interests |
Percentage of Non-Voting Junior Preferred Membership Interests |
Number of Non-Voting Senior Common Membership Interests |
Percentage of Non-Voting Senior Common Membership Interests |
Number of Non-Voting Junior Common Membership Interests |
Percentage of Non-Voting Junior Common Membership Interests |
Number of Voting Junior Common Membership Interests |
Percentage of Voting Junior Common Membership Interests |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 399 Venture Partners, Inc. |
|
— |
|
— |
|
4,472,640 |
|
44.5 |
% |
214,908 |
|
63.4 |
% |
47,044 |
|
48.2 |
|
1,430 |
|
14.3 |
% |
| National Marine LLC |
|
— |
|
— |
|
150,000 |
|
1.5 |
% |
18,909 |
|
5.6 |
% |
— |
|
— |
|
— |
|
— |
|
| CSX Corporation |
|
11,500,000 |
|
100.0 |
% |
3,898,231 |
|
38.8 |
% |
— |
|
— |
|
30,379 |
|
31.1 |
% |
3,400 |
|
34.0 |
% |
| Stuart Agranoff |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
1,500 |
|
15.0 |
% |
| Steven Anderson |
|
— |
|
— |
|
1,486 |
|
* |
|
— |
|
— |
|
— |
|
— |
|
1,500 |
|
15.0 |
% |
| Richard E. Mayberry, Jr. |
|
— |
|
— |
|
49,545 |
|
* |
|
9,263 |
|
2.7 |
% |
750 |
|
* |
|
22 |
|
* |
|
| David F. Thomas |
|
— |
|
— |
|
148,636 |
|
1.5 |
% |
1,144 |
|
* |
|
1,362 |
|
1.4 |
% |
41 |
|
* |
|
| David Wagstaff III |
|
— |
|
— |
|
11,618 |
|
* |
|
28,753 |
|
8.5 |
% |
1,478 |
|
1.5 |
% |
31 |
|
* |
|
| Michael C. Hagan |
|
— |
|
— |
|
43,568 |
|
* |
|
— |
|
— |
|
— |
|
— |
|
1,579 |
|
15.8 |
% |
| William N. Whitlock |
|
— |
|
— |
|
17,427 |
|
* |
|
— |
|
— |
|
632 |
|
* |
|
— |
|
— |
|
| Michael A. Khouri |
|
— |
|
— |
|
14,523 |
|
* |
|
— |
|
— |
|
405 |
|
* |
|
121 |
|
1.2 |
% |
| James J. Wolff |
|
— |
|
— |
|
14,523 |
|
* |
|
— |
|
— |
|
526 |
|
* |
|
— |
|
— |
|
| Board of Managers and Executive Officers as a Group |
|
— |
|
— |
|
366,644 |
|
3.7 |
% |
39,160 |
|
11.5 |
% |
7,575 |
|
7.8 |
% |
3,294 |
|
32.9 |
% |
* Less than one percent.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERICAN COMMERCIAL LINES LLC (REGISTRANT) |
||||
| |
|
By: |
|
/s/ MICHAEL C. HAGAN Michael C. Hagan President and Chief Executive Officer |
Date: April 5, 2000
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