-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NL6245HC1yefwnhzT6lDEvl9US2vrv7CiXfkdvdwj4BaDTlAR0ZT6bRTOERnQb2h NkB/KBDFqHQIYKgEGs4hVQ== 0000905718-09-000185.txt : 20090217 0000905718-09-000185.hdr.sgml : 20090216 20090217150921 ACCESSION NUMBER: 0000905718-09-000185 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090217 DATE AS OF CHANGE: 20090217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEA CONTAINERS LTD /NY/ CENTRAL INDEX KEY: 0000088095 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980038412 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43313 FILM NUMBER: 09611448 BUSINESS ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: P O BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: PO BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 FORMER COMPANY: FORMER CONFORMED NAME: SEA CONTAINERS ATLANTIC LTD DATE OF NAME CHANGE: 19810817 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARATHON ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001279913 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-500-3123 MAIL ADDRESS: STREET 1: ONE BRYANT PARK STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MARATHON ASSET MANAGEMENT LLC DATE OF NAME CHANGE: 20040212 SC 13G/A 1 sea13gam2.txt SC13GAM2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2) Under the Securities Exchange Act of 1934 SEA CONTAINERS LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Shares, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 811371707 - -------------------------------------------------------------------------------- (CUSIP Number) December 31, 2008 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 811371707 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only): Marathon Asset Management, LP - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Citizenship or Place of Organization: Delaware, United States - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned by Each Reporting Person With (5) Sole Voting Power: 2,790,000* ------------------------------------ (6) Shared Voting Power: 0 ------------------------------------ (7) Sole Dispositive Power: 2,790,000* ------------------------------------ (8) Shared Dispositive Power: 0 ----------------------------------- - -------------------------------------------------------------------------------- (9) Aggregate Amount Beneficially Owned by Each Reporting Person: 2,790,000* - -------------------------------------------------------------------------------- (10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): N/A - -------------------------------------------------------------------------------- (11) Percent of Class Represented by Amount in Row (9): 10.7%* - -------------------------------------------------------------------------------- (12) Type of Reporting Person (See Instructions): IA - -------------------------------------------------------------------------------- * The Class A Common Shares, par value $0.01 per share (the "Shares"), of Sea Containers Ltd. are held by Marathon Special Opportunity Master Fund, Ltd. (the "Fund"). Marathon Asset Management, LP, formerly known as Marathon Asset Management, LLC ("Marathon"), serves as the investment manager of the Fund pursuant to an Investment Management Agreement between Marathon and the Fund. Marathon, in its capacity as the investment manager of the Fund, has sole power to vote and direct the disposition of all Shares held by the Fund. Thus, for the purposes of Reg. Section 240.13d-3, Marathon is deemed to beneficially own 2,790,000 Shares, or 10.7% of the deemed issued and outstanding Shares as of December 31, 2008. The general partner of Marathon is Marathon Asset Management GP, LLC. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, LLC. Item 1(a) Name Of Issuer. Sea Containers Ltd. Item 1(b) Address of Issuer's Principal Executive Offices. 22 Victoria Street, Hamilton HM 12, Bermuda Item 2(a) Name of Person Filing. Marathon Asset Management, LP Item 2(b) Address of Principal Business Office or, if None, Residence. One Bryant Park, 38th floor, New York, New York 10036 Item 2(c) Citizenship. Delaware, United States Item 2(d) Title of Class of Securities. Class A Common Shares, par value $0.01 per share Item 2(e) CUSIP No. 811371707 Item 3. If This Statement Is Filed Pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a: Not Applicable. Item 4. Ownership. (a) Amount Beneficially Owned (as of December 31, 2008) 2,790,000* (b) Percent of Class (as of December 31, 2008) 10.7%* (c) Number of Shares as to which such person has: (i) sole power to vote or to direct the vote 2,790,000* (ii) shared power to vote or to direct the vote 0* (iii) sole power to dispose or to direct the disposition of 2,790,000* (iv) shared power to dispose or to direct the disposition of 0* * The Class A Common Shares, par value $0.01 per share (the "Shares"), of Sea Containers Ltd. are held by Marathon Special Opportunity Master Fund, Ltd. (the "Fund"). Marathon Asset Management, LP, formerly known as Marathon Asset Management, LLC ("Marathon"), serves as the investment manager of the Fund pursuant to an Investment Management Agreement between Marathon and the Fund. Marathon, in its capacity as the investment manager of the Fund, has sole power to vote and direct the disposition of all Shares held by the Fund. Thus, for the purposes of Reg. Section 240.13d-3, Marathon is deemed to beneficially own 2,790,000 Shares, or 10.7% of the deemed issued and outstanding Shares as of December 31, 2008. The general partner of Marathon is Marathon Asset Management GP, LLC. Bruce Richards and Louis Hanover are the managing members of Marathon Asset Management GP, LLC. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable. Item 6. Ownership of More Than Five Percent on Behalf of Another Person. Not Applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 17, 2009 MARATHON ASSET MANAGEMENT, LP By: Marathon Asset Management GP, LLC, its general partner By: /s/ Gregory Florio ----------------------------------- Name: Gregory Florio Title: Chief Compliance Officer Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001) -----END PRIVACY-ENHANCED MESSAGE-----