-----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, GQdhLBrk/IixzBSt/SH9wd5mcLKs+NaYyGEFUhkBj4ZNDr6Y6TmE+6h0gmoKqpiQ tSoD1ZwXoNEwivxLA8NetA== 0000910662-06-000008.txt : 20060105 0000910662-06-000008.hdr.sgml : 20060105 20060105170201 ACCESSION NUMBER: 0000910662-06-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051228 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: 20060105 DATE AS OF CHANGE: 20060105 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: 06513608 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 form8k.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): December 28, 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 December 28, 2005, Robert MacKenzie was appointed President and Chief Executive Officer of the registrant effective January 4, 2006. He will be nominated for election to the registrant's board of directors at the 2006 annual general meeting of the registrant's shareholders, which is scheduled to be held in June. James B. Sherwood, the founder of the registrant's predecessor company in 1965, will remain as Chairman of the Board of the registrant in a non-executive capacity. Mr. MacKenzie, age 53, is a British national and a chartered accountant. His recent career has encompassed being Group Finance Director of BET plc 1991-1994 (a conglomerate of businesses engaged in services, distribution and equipment leasing principally in Europe), Chief Executive and then Chairman of National Parking Corporation 1995-1999 (operator of parking facilities, bus services and emergency roadside repair services in Britain), and Chairman of PHS Group plc 2000-2005 (provider of workplace support services in Britain), and most recently he was a senior advisor to the Texas Pacific Group (a private equity investment firm). As previously reported, since November 25, 2005, Ian C. Durant served as the registrant's interim Chief Executive Officer. He is resuming his position as the registrant's Senior Vice President - Finance and Chief Financial Officer. The registrant and Mr. MacKenzie have entered into a three-year employment agreement, which provides for extension thereafter by mutual consent. Principal terms of Mr. MacKenzie's agreement include (i) annual salary of (pound)750,000 (U.S.$1.3 million) inclusive of all benefits, (ii) guaranteed bonus of (pound)250,000 (U.S.$430,000) in the first year with up to an additional (pound)250,000 at the Board's discretion, (iii) incentive arrangements to be agreed with the Board, and (iv) 2 mutual six months' notice of termination. Mr. MacKenzie's employment agreement dated January 4, 2006 is being filed as an exhibit to this report, and is incorporated herein by reference. The registrant's January 5, 2006, news release announcing Mr. Sherwood's retirement as the registrant's President and Chief Executive officer, and Mr. MacKenzie's appointment as the registrant's President and Chief Executive Officer, is being filed as an exhibit to this report, and is incorporated herein by reference. 3 ITEM 9.01 Financial Statements and Exhibits (c) Exhibits -------- 99.1 Employment Agreement between the registrant and Robert MacKenzie dated January 4, 2006. 99.2 News release of the registrant dated January 5, 2006, announcing appointment of Robert MacKenzie as President and Chief Executive Officer. 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/ Edwin S. Hetherington ------------------------- Edwin S. Hetherington Vice President, General Counsel and Secretary Date: January 5, 2006 EX-99.1 2 ex99_1.txt EXHIBIT 99.1 [Sea Containers Ltd. letterhead] 4 January 2006 Mr Robert MacKenzie The Old Rectory Ashow Warwickshire CV8 2LA Dear Bob Our board of directors met on December 28th, 2005 to consider the terms of your employment as the new President and Chief Executive Officer of Sea Containers Ltd. They approved your appointment effective January 4, 2006 which I understand is the date you plan to start. I am instructed to offer you the following terms which are largely in accordance with our discussion on December 22, 2005: 1. Annual salary (pound)750,000 to include all benefits such as pension, provision of a company car, health and accident insurance and any other benefits which are normally supplied in the category of "fringe benefits" by the employer. 2. Your legal employer will be Sea Containers Ltd., a Bermuda company. 3. Guaranteed bonus at the end of the first year to be (pound)250,000 with up to an additional (pound)250,000 to be in the discretion of the board based on results. Bonus in future years to be in the discretion of the board. 4. Incentive arrangements. We feel a stock option exercisable at the end of your initial three year contract would be appropriate but you have said that you may wish the board to consider an alternative arrangement which may be linked to earnings rather than market price of shares. If the company is sold then you would participate in the surplus achieved between market price on the date of your joining and the eventual sale price, in the discretion of the board. You will make proposals to the board about incentive arrangements after you have assessed the prospects of the company. 5. Travel. You will bill the company for use of your personal car on company business on a reasonable mileage basis. Your other travel and entertainment expenses will be fully met by the company. To comply with Sarbanes-Oxley all your travel, entertainment and other expenses will be approved by me and communicated to the board. 6. Contract period, notice and redundancy. Your commitment will be for three years from date of joining, with the possibility of extension by mutual consent. Either you or the company can terminate the contract on six months notice. No redundancy would be payable on termination but if the notice was given by the company and you left before the end of the notice period you would be paid cash for the unexpired portion of the notice period. In event you give notice and are released early you would not be paid for the unexpired period. If the company is sold within the contract period and you are not retained by the buyers, you will be paid in full for the balance of the contract period. 7. Relationship with Chairman. I raised this point with the board and their view was that if I stepped down as Chairman they could not tie their hands with respect to appointment of a new Chairman, but felt that you should be comfortable with such appointment. 8. Election as a Director of Sea Containers Ltd. You will be put forward on the company's slate for election at the next AGM of the company, normally held at the beginning of June each year. The board must not have a majority of U.K. resident directors for tax reasons so a non-resident will also have to be elected at that time and a highly experienced shipping executive, Michael Ingham, has been nominated by the board. 9. Other directorships. I currently serve as Chairman of Silja Oy, GE SeaCo Ltd. and GNER Holdings Ltd. I suggest you replace me in these positions but I will remain on the boards temporarily to assist you. 10. Offices and secretarial assistance. You should select one of the prime riverside offices on the 13th floor of Sea Containers House. I have asked Karen Clark, one of my two secretaries, to work for you. She has access to my files which you will need and is completely familiar with the operations of the company. She can be a back-up for my PA/secretary, Jenny Tiney and vice versa. I suggest that Karen be located next to your office. If the terms of this offer of employment are acceptable to you, please let me have your written agreement on a copy of this letter along with the date and send it to me at Sea Containers House. The board looks forward very much to your assuming the President/Chief Executive Officer roles in Sea Containers Ltd. Sincerely /s/ J.B. Sherwood James B Sherwood Chairman Accepted: /s/ R. MacKenzie Date: January 4, 2006 2 EX-99.2 3 ex99_2.txt EXHIBIT 99.2 ROBERT MACKENZIE IS APPOINTED PRESIDENT AND CHIEF EXECUTIVE OF SEA CONTAINERS LTD. JAMES B SHERWOOD TO REMAIN CHAIRMAN. Hamilton, Bermuda, January 5, 2006. Sea Containers Ltd. (NYSE: SCRA and SCRB, www.seacontainers.com) today announced that Robert MacKenzie has been appointed President and Chief Executive Officer of the company with effect from January 4, 2006. Mr James B Sherwood, the founder of the company, remains Chairman in a non-executive capacity and Ian C Durant, Chief Financial Officer and Interim Chief Executive has reverted to the purely Chief Financial Officer role. Mr Sherwood underwent surgery in November and handed over his Chief Executive duties on a temporary basis to Mr Durant. Mr Sherwood has now recovered. Mr MacKenzie is 53, a British national with an education in accounting and finance after which he qualified as a Chartered Accountant. His recent career has encompassed being Group Financial Director of BET plc 1991-1994, Chief Executive and then Chairman of National Parking Corporation 1995-1999, Chairman of PHS Group plc 2000-2005 and most recently he was a senior advisor to the Texas Pacific Group. Mr Sherwood said "We are delighted to welcome Bob MacKenzie to the company. The company needs a leader with Bob's wide experience to tackle the current challenges in each of our operating divisions." Mr MacKenzie will be nominated for election to the company's board of directors along with Michael Ingham, a highly experienced sea transport executive, at the 2006 annual meeting of shareholders which will be held at the beginning of June 2006. Mr MacKenzie has signed a three year contract with extension possible by mutual consent. 2 -----END PRIVACY-ENHANCED MESSAGE-----