SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 15, 2002
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(Date of earliest event reported)
DANIELSON HOLDING CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-6732 95-6021257
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(Commission File Number) (IRS Employer Identification Number)
767 Third Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
(212) 888-0347
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(Registrant's telephone number, including area code)
Item 5. Other Events
On March 15, 2002, American Commercial Lines LLC ("ACL")and Danielson
Holding Corporation (the "Registrant") executed a definitive
recapitalization agreement (the "Recapitalization Agreement") for the
acquisition of ACL by the Registrant. The holders of more than two thirds
of ACL's outstanding senior notes, substantially all the indirect preferred
and common members of ACL and the management of ACL have agreed to support
the recapitalization plan.
Under the terms of the Recapitalization Agreement, the Registrant will
acquire 100% of the membership interests of American Commercial Lines
Holdings LLC, ACL's parent holding company. ACL's present indirect
preferred equity holders (that are not members of ACL management) will
receive $7.0 million in cash. ACL's management will receive approximately
$1.7 million of restricted Registrant common stock. In addition, the
Registrant will deliver $25.0 million in cash, which will be used to reduce
borrowings under ACL's senior credit facility, and approximately $58.5
million of ACL's outstanding senior notes to ACL Holdings in connection
with the transaction. The foregoing is a summary only and is qualified in
its entirety by reference to the Recapitalization Agreement which is filed
as Exhibit 2.1 hereto.
On March 18, 2002, the Registrant issued a press release announcing (1)
that the Registrant had entered into the Recapitalization Agreement with
ACL for the acquisition of ACL by the Registrant and (2) that the
Registrant intends to launch a $42 million rights offering at $5.00 per
share.
The press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit
Number Description
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2.1 Recapitalization Agreement by and among Danielson
Holding Corporation, American Commercial Lines
Holdings LLC, American Commercial Lines LLC, the
Preferred Unitholders signatory thereto and the
Management Unitholders signatory thereto dated as of
March 15, 2002 (incorporated by reference to Exhibit
10.23 to ACL's Current Report on Form 8-K, filed
March 27, 2002). The exhibits and schedules referenced
in the Recapitalization Agreement have been omitted
in accordance with Item 601(b)(2) of Regulation
S-K. A copy of any omitted exhibit and/or
schedule will be furnished supplementally to the
Securities and Exchange Commission upon request.
99.1 Press Release issued by Danielson Holding
Corporation on March 18, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: March 27, 2002
Danielson Holding Corporation
By: /s/ David M. Barse
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David M. Barse
/s/ Michael Carney
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Michael Carney
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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2.1 Recapitalization Agreement by and among Danielson
Holding Corporation, American Commercial Lines
Holdings LLC, American Commercial Lines LLC, the
Preferred Unitholders signatory thereto and the
Management Unitholders signatory thereto dated as of
March 15, 2002 (incorporated by reference to Exhibit
10.23 to ACL's Current Report on Form 8-K, filed
March 27, 2002). The exhibits and schedules referenced
in the Recapitalization Agreement have been omitted
in accordance with Item 601(b)(2) of Regulation
S-K. A copy of any omitted exhibit and/or
schedule will be furnished supplementally to the
Securities and Exchange Commission upon request.
99.1 Press Release issued by Danielson Holding
Corporation on March 18, 2002.
EXHIBIT 99.1
NOT FOR IMMEDIATE RELEASE
DANIELSON HOLDING CORPORATION
REACHES DEFINITIVE AGREEMENT TO
ACQUIRE AMERICAN COMMERCIAL LINES
DANIELSON INTENDS TO LAUNCH A
$42 MILLION RIGHTS OFFERING AT $5.00 PER SHARE
Transaction to recapitalize, and restructure outstanding debt of,
American Commercial Lines
JEFFERSONVILLE, IN/NEW YORK, NY - MARCH 18, 2002 - American Commercial
Lines LLC (ACL) and Danielson Holding Corporation (AMEX:DHC) today
announced the execution of a definitive recapitalization agreement on March
15, 2002 for the acquisition of ACL by Danielson. The holders of more than
two thirds of ACL's outstanding senior notes, substantially all the
indirect preferred and common members of ACL and the management of ACL have
agreed to support the recapitalization plan. ACL's senior lenders have
executed forbearance agreements pending the negotiation and execution of
definitive documentation relating to the amendment and restatement of ACL's
senior secured credit facility.
Under the terms of the recapitalization agreement, Danielson will acquire
100% of the membership interests of American Commercial Lines Holdings LLC,
ACL's parent holding company. ACL's present indirect preferred equity
holders (that are not members of ACL management) will receive $7.0 million
in cash. ACL's management will receive approximately $1.7 million of
restricted Danielson common stock. In addition, Danielson will deliver
$25.0 million in cash, which will be used to reduce borrowings under ACL's
senior credit facility, and approximately $58.5 million of ACL's
outstanding senior notes to ACL Holdings in connection with the
transaction. The recapitalization is expected to close in the second
quarter of 2002.
The transaction will result in a reduction of ACL's senior secured bank
debt by $25.0 million. In addition, the parties will seek to restructure
ACL's 10 1/4% senior notes due 2008 through an exchange offer and consent
solicitation. Upon the successful completion of the exchange offer and
consent solicitation, up to approximately $236.5 million of ACL's
outstanding senior notes (all notes held by parties other than Danielson)
will be exchanged for $120.0 million of new 11 1/4% cash pay senior notes
due January 1, 2008 and approximately $116.5 million of new 12% pay-in-kind
senior subordinated notes due July 1, 2008. ACL will also issue additional
new cash pay senior notes in an aggregate principal amount (not to exceed
$20.0 million) equal to the accrued and unpaid interest on its outstanding
senior notes, other than those held by Danielson, and to the extent that
such accrued and unpaid interest exceeds $20.0 million, additional
pay-in-kind senior subordinated notes in an amount equal to such excess
would be issued in full satisfaction of such accrued and unpaid interest.
In connection with these transactions, Danielson expects to effect a $42
million rights offering to its existing security holders, the proceeds of
which will be used to fund Danielson's cash contribution for the
recapitalization and for general corporate purposes. Consummation of the
recapitalization agreement is not conditioned on the successful completion
of the rights offering. Under the terms of the rights offering, holders of
Danielson common stock will be entitled to purchase additional shares of
Danielson's common stock, at a subscription price of $5.00 per share, up to
such holders' pro rata share of the rights offering. This announcement does
not constitute notice of the commencement of the rights offering. Further
information regarding the terms and conditions for the expected rights
offering will be announced prior to the commencement of the rights
offering.
The recapitalization agreement provides that the exchange offer and consent
solicitation will be made in reliance on a registration exemption provided
by Section 3(a)(9) under the Securities Act of 1933, conditioned on the
minimum participation of 95% of the outstanding principal amount of ACL's
outstanding senior notes, as to which noteholders holding more than two
thirds of the outstanding principal amount of such notes have agreed to
tender. In the event that the exchange offer and consent solicitation is
not consummated by June 15, 2002, the recapitalization agreement provides
for the implementation of the recapitalization through a voluntary
prepackaged bankruptcy plan under Chapter 11 of the Bankruptcy Code, as to
which noteholders holding more than two thirds of the outstanding principal
amount of ACL's outstanding senior notes have agreed to accept.
American Commercial Lines LLC is an integrated marine transportation and
service company operating approximately 5,100 barges and 200 towboats on
the inland waterways of North and South America. ACL transports more than
70 million tons of freight annually. Additionally, ACL operates marine
construction, repair and service facilities and river terminals.
Danielson Holding Corporation is an American Stock Exchange listed company,
engaging in the financial services and specialty insurance business through
its subsidiaries. Danielson's charter contains restrictions which prohibit
parties from acquiring 5% or more of Danielson's common stock without its
prior consent.
THIS PRESS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OF AMERICAN COMMERCIAL LINES
HOLDINGS LLC, AMERICAN COMMERCIAL LINES LLC, DANIELSON HOLDING CORPORATION
OR ANY OF THEIR AFFILIATES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11
PLAN UNDER THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL BE MADE
IN COMPLIANCE WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE
BANKRUPTCY CODE.
Certain information in this press release contains forward-looking
statements as defined in Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Any statements that
express or involve discussions as to expectations, beliefs and plans
involve known and unknown risks, uncertainties and other factors that may
cause the actual results to materially differ from those considered by the
forward-looking statements. Factors that could cause actual results to
differ materially include: ACL and Danielson's ability to successfully
consummate the transactions contemplated by the recapitalization agreement,
ACL's ability to fund its capital requirements in the near term and in the
long term; and other factors, risks and uncertainties that are described in
ACL's and Danielson's filings with the Securities and Exchange Commission.
As a result, no assurances can be given as to future results, levels of
activity and achievements. Any forward-looking statements speak only as of
the date the statement was made. ACL and Danielson undertake no obligation
to publicly update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise, unless otherwise
required by law.
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ACL Media Contacts: Danielson Media Contact:
Paul Besson David M. Barse
812-288-1886 President and Chief Operating Officer
212-888-0347
Doug Morris
212-515-1964