-----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, Kol1V20fk7gmaWhe/L5OERNfOHTmA+OUnuahce6ihWB/pp20i7MrhqYUojzyUkWJ AiYH3K4MS52nnl/cSNylrw== 0000910662-05-000616.txt : 20051201 0000910662-05-000616.hdr.sgml : 20051201 20051201170448 ACCESSION NUMBER: 0000910662-05-000616 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051125 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051201 DATE AS OF CHANGE: 20051201 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07560 FILM NUMBER: 051238232 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 8-K 1 scl8k.txt UNITED STATES 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 (earliest event reported): November 25, 2005 SEA CONTAINERS LTD. ------------------------------------------------------ (Exact name of registrant as specified in its charter) 1-7560 98-0038412 ------------------------ ------------------ (Commission file number) (I.R.S. Employer Identification No. 22 Victoria Street Hamilton HM 12, Bermuda --------------------------------------------------- (Address of principal executive offices) (Zip Code) 441-295-2244 ---------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. At a meeting of the registrant's board of directors held on November 25, 2005, the registrant's President and Chief Executive Officer, James B. Sherwood, at his request was relieved of his Chief Executive duties on an interim basis for health reasons. He remains Chairman of the Board. The board also agreed to Mr. Sherwood's request that the Chief Executive position be formally transferred on an interim basis to Mr. Ian C. Durant, who already has been filling this position informally during Mr. Sherwood's convalescence in addition to his normal position as the registrant's chief financial officer. Mr. Durant is 47 and a Chartered Accountant. Before joining the registrant, he was Group Finance Director of Thistle Hotels plc in Great Britain, and Finance Director of two U.K.-listed affiliates of the Jardine Matheson Group -- Hongkong Land Holdings and Dairy Farm International. The material terms of Mr. Durant's employment agreement with the registrant are an annual salary of (pound)275,000 ($475,000) and termination by either party on 12 months' notice. The registrant's December 1, 2005 press release announcing Mr. Sherwood's medical condition and Mr. Durant's appointment as interim Chief Executive Officer of the registrant is being filed as an exhibit, and is incorporated by reference, in this report. 2 ITEM 9.01 Financial Statements and Exhibits (c) Exhibit ------- 99 Press release of Sea Containers Ltd. dated December 1, 2005 announcing appointment of interim Chief Executive Officer. 3 SIGNATURE 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 thereunto duly authorized. SEA CONTAINERS LTD. By: /s/ E.S. Hetherington --------------------- Edwin S. Hetherington Vice President, General Counsel and Secretary Date: December 1, 2005 4 EX-99 2 ex99.txt PRESS RELEASE DATED DECEMBER 1, 2005 EXHIBIT 99 SEA CONTAINERS LTD. NAMES IAN C DURANT, CHIEF FINANCIAL OFFICER, AS INTERIM CHIEF EXECUTIVE. JAMES B SHERWOOD REMAINS AS CHAIRMAN. Hamilton, Bermuda, December 1, 2005. Sea Containers Ltd. (NYSE: SCRA and SCRB, www.seacontainers.com), marine container lessor, railways and ferries operator, today announced that its President and Chief Executive Officer, James B Sherwood, has asked to be relieved of his Chief Executive duties on an interim basis for health reasons. He will remain as Chairman of the Board. Mr Sherwood recently underwent successful surgery and has now returned to the office on a part time basis. He and the rest of the board feel that implementation of the company restructuring program which was announced on November 3, 2005 plus supervision of day to day operations should not be delayed pending his full time return to the company. The board met on November 25, 2005 and agreed to Mr Sherwood's request that the Chief Executive role be transferred to Mr Durant, who has been performing this role during Mr Sherwood's hospitalization. The previously announced search for a new Chief Executive is now well advanced and it is hoped that an appointment will be made early in the new year. Mr Durant said "I am happy to assume this new responsibility on an interim basis and can assure investors that the restructuring program is being pursued with full speed". -----END PRIVACY-ENHANCED MESSAGE-----