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Share Name | Share Symbol | Market | Type |
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American Commercial Lines (MM) | NASDAQ:ACLI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 32.99 | 0 | 01:00:00 |
FORM 3
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Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person * FINN HOLDING Corp |
2. Date of Event Requiring Statement (MM/DD/YYYY)
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3. Issuer Name and Ticker or Trading Symbol AMERICAN COMMERCIAL LINES INC. [ACLI] |
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below) _____ Other (specify below) |
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Beneficially Owned |
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1.Title of Security
(Instr. 4) |
2. Amount of Securities Beneficially Owned
(Instr. 4) |
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) |
4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
Common Stock | 0 | I | See (1) (2) (3) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 4) |
2. Date Exercisable and Expiration Date
(MM/DD/YYYY) |
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) |
6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: | |
( 1) | On October 18, 2010, Parent, Finn Merger Corporation, a Delaware corporation ("Merger Sub"), and the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Issuer, with the Issuer surviving and continuing as the surviving corporation and a wholly-owned subsidiary of Parent. (Continued in footnote 2). |
( 2) | In connection with the Merger Agreement, Parent entered into a voting agreement and irrevocable proxies ( the "Voting Agreement") with certain stockholders of the Issuer covering in the aggregate, 3,234,474 shares of the Issuer's Common Stock, constituting approximately 25.19% of the Issuer's issued and outstanding Common Stock. Due to the rights granted to Parent under the Voting Agreement, Parent may be deemed to have a beneficial ownership of the shares of Common Stock subject to the Voting Agreement. PECP II, the sole stockholder of Parent, Platinum Partners, the general partner of PECP II, Platinum Investment, the senior managing member of Platinum Partners, Platinum Equity, the sole member of Platinum Investment, and Tom Gores, the ultimate beneficial owner and Chairman of Platinum Equity may also be deemed to beneficially own such securities. (Continued in footnote 3). |
( 3) | Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein, and none of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Voting Agreement. The Reporting Persons expressly declare that the filing of this Form 3 shall not be construed as an admission that any Reporting Person is the beneficial owner of any securities covered by this Form 3. |
Remarks:
The "Reporting Persons" are (i) Finn Holding Corporation ("Parent"), (ii) Platinum Equity Capital Partners II, L.P. ("PECP II"), (iii) Platinum Equity Partners II, LLC ( "Platinum Partners"), (iv) Platinum Equity Investment Holdings II, LLC ("Platinum Investment"), (v) Platinum Equity, LLC ("Platinum Equity"), and (vi) Tom Gores (each individually, a "Reporting Person"). This report is filed jointly by the Reporting Persons. |
Reporting Owners
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
FINN HOLDING Corp
C/O PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Platinum Equity Capital Partners II LP
C/O PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Platinum Equity Partners II, LLC
C/O PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Platinum Equity Investment Holdings II, LLC
C/O PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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PLATINUM EQUITY LLC
C/O PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Gores Tom
C/O PLATINUM EQUITY, LLC 360 NORTH CRESCENT DRIVE, SOUTH BUILDING BEVERLY HILLS, CA 90210 |
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X |
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Signatures
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by /s/ Eva Kalawski, Vice President and Secretary on behalf of Finn Holding Corporation | 10/28/2010 | |
** Signature of Reporting Person | Date | |
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. | 10/28/2010 | |
** Signature of Reporting Person | Date | |
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 | 10/28/2010 | |
** Signature of Reporting Person | Date | |
by /s/ Eva Kalawski, Vice President and Secretary on behalf of Platinum Equity Investment Holdings II, LLC | 10/28/2010 | |
** Signature of Reporting Person | Date | |
by /s/ Eva Kalawski, Executive Vice President, General Counsel and Secretary on behalf of Platinum Equity, LLC | 10/28/2010 | |
** Signature of Reporting Person | Date | |
by /s/ Mary Ann Sigler, attorney-in-fact for Tom Gores | 10/28/2010 | |
** 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 5(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 control number. |
1 Year American Commercial Lines (MM) Chart |
1 Month American Commercial Lines (MM) Chart |
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