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As filed with the Securities and Exchange Commission on February 29, 2000
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported): February 29, 2000
AMERICAN CLASSIC VOYAGES CO.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-9264 31-030330
(Commission File Number) (IRS Employer Identification Number)
Two North Riverside Plaza, Suite 200
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 258-1890
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On February 22, 2000 American Classic Voyages Co. and AMCV
Capital Trust I completed their previously announced public offerings
of common stock of American Classic Voyages and Trust Convertible
Preferred Securities of AMCV Capital Trust. American Classic Voyages
sold 2,000,000 shares of its common stock and AMCV Capital Trust I
sold 2,000,000 of its 7% Trust Convertible Preferred Securities. The
Trust Preferred Securities are convertible into American Classic
Voyages common stock and are guaranteed on a subordinated basis by
American Classic Voyages to the extent described in the Trust
Preferred Securities Guarantee Agreement, entered into by American
Classic Voyages and The Bank of New York, as trustee. The AMCV Trust
used the proceeds from the sale of the Trust Preferred Securities and
from the sale of its common securities to purchase $103,092,000 of
American Classic Voyages 7% Subordinated Convertible Debentures due
2015. American Classic Voyages is the sole owner of the common
securities of the AMCV Trust.
Net proceeds from the two offerings of approximately $143,500,000
(after underwriting discounts and estimated offering expenses) will be
used by American Classic Voyages to finance the construction,
acquisition or renovation of cruise ships.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NUMBER
1.1 Form of Underwriting Agreement--Preferred
Securities, dated February 15, 2000
1.2 Form of Underwriting Agreement--Common
Stock, dated February 15, 2000
4.1 Junior Convertible Subordinated
Indenture dated as of February 22, 2000
between the Company and The Bank of New
York, as trustee (includes form of
Subordinated Debenture)
4.2 Amended and Restated Declaration of Trust
of AMCV Capital Trust I among American
Classic Voyages Co. (the "Company"), The
Bank of New York, as property Trustee,
Philip C. Calian, Randall L. Talcott and
Jordan B. Allen, as Administrative Trustees
and The Bank of New York (Delaware), as
Delaware Trustee (includes form of Preferred
Security)
4.3 Form of Preferred Security (included in
Exhibit 4.2)
4.4 Form of Subordinated Debenture (included in
Exhibit 4.1)
10.1 Trust Convertible Preferred Securities
Guarantee Agreement dated February 22,
2000, by the Company and The Bank of New
York, as trustee
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN CLASSIC VOYAGES CO.
Date: February 29, 2000
By: /s/ Jordan B. Allen
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Jordan B. Allen, Executive Vice
President and General Counsel