---

---

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.



## 

SIGNATURES

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:                                       

Date:
April 5, 2000

2



## QuickLinks