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: May 29, 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 May 29 2002, American Commercial Lines LLC ("ACL")and Danielson Holding
Corporation (the "Registrant") closed the acquisition of ACL by the
Registrant pursuant to the recapitalization agreement dated as of March 15,
2002, as amended by the first amendment thereto dated as of May 29, 2002
(the "Recapitalization Agreement").
On May 29, 2002, the Registrant and ACL issued a press release announcing
(1) that the acquisition of ACL by the Registrant pursuant to the
Recapitalization Agreement had been completed; (2) that ACL had completed
its exchange offer for its 10 1/4% Senior Notes due June 30, 2008, (3) that
ACL had amended and restated its existing senior credit facility and (4)
that a rights offering by the Registrant, which raised gross proceeds
before expenses of approximately $43.5 million, had been completed.
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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99.1 Press Release issued by the Registrant and ACL on May 29, 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: May 30, 2002
Danielson Holding Corporation
By: /s/ David M. Barse
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David M. Barse
President and Chief Operating Officer
/s/ Michael Carney
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Michael Carney
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release issued by the Registrant and ACL on May 29, 2002.
DANIELSON HOLDING CORPORATION
ACQUIRES AMERICAN COMMERCIAL LINES
DANIELSON ANNOUNCES
COMPLETION OF RIGHTS OFFERING
JEFFERSONVILLE, IN/NEW YORK, NY - MAY 29, 2002 - American Commercial Lines
LLC (ACL) and Danielson Holding Corporation (AMEX:DHC) today announced the
completion of the acquisition of ACL by Danielson.
Danielson's President and Chief Operating Officer, David M. Barse, said,
"We are extremely excited about successfully completing the ACL acquisition
and related restructuring. This acquisition resulted from a great deal of
effort examining numerous potential deals and patience in the process. We
look forward to working with ACL's strong management team to continue
growing their business."
ACL's President and Chief Executive Officer, Michael C. Hagan, said, "We
believe this restructuring will position our company for future growth and
will benefit our customers, employees, noteholders and vendors. In
addition, as a wholly-owned subsidiary of Danielson, we believe we will
have better access to capital markets should the right opportunity present
itself."
In connection with the transactions, ACL has completed its exchange offer
for its 10 1/4% Senior Notes due June 30, 2008 ("Existing Senior Notes").
As previously announced, $284.5 million, or approximately 96.4%, of the
Existing Senior Notes were tendered in the exchange offer. Holders of
Existing Senior Notes who tendered their Existing Senior Notes pursuant to
the exchange offer received approximately $134.7 million aggregate
principal amount of 11 1/4% Senior Notes due January 1, 2008 and
approximately $112.9 million aggregate principal amount of 12% pay-in-kind
Senior Subordinated Notes due July 1, 2008. $10.5 million of the Existing
Senior Notes will remain outstanding. In addition, ACL's existing senior
credit facility was amended and restated to, among other things, reduce
term loans thereunder by $25 million, resulting in outstanding debt under
the senior credit facility of approximately $372 million.
Also, in connection with these transactions, Danielson has successfully
completed its previously announced rights offering. The rights offering
closed today and raised gross proceeds before expenses of approximately
$43.5 million, with 8,705,219 shares of common stock being issued at an
exercise price of $5.00 per share. Danielson contributed $25.0 million,
which was used to reduce borrowings under ACL's senior credit facility as
described above, and approximately $58.5 million of Existing Senior Notes
to ACL Holdings in connection with the transactions.
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.
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 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