-----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, R2cEtGJPPGuIUki+iPfSsck2/Edr9h3tEhTG8Mu4fduU7V1ZYjuzmvnHNeFLIQSM OeEGY3w3t4a2BxNjy6jZvA== 0000910662-06-000182.txt : 20060501 0000910662-06-000182.hdr.sgml : 20060501 20060501105045 ACCESSION NUMBER: 0000910662-06-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060501 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060501 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: 06792989 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 scl8k0501.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 (Date of earliest event reported): May 1, 2006 SEA CONTAINERS LTD. (Exact name of registrant as specified in its charter) Bermuda 1-7560 98-0038412 (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) 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. below): [ ] 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing In late March, Sea Containers notified the New York Stock Exchange (the "NYSE") that the filing of its 2005 Form 10-K would be delayed. Because of this delay, Sea Containers is not in compliance with the standards for continued listing on the NYSE. Sea Containers received a letter from the NYSE dated April 3, 2006 stating that, as provided in its rules, the NYSE will monitor Sea Containers and the status of its delayed Form 10-K filing, and if the Form 10-K has not been filed within six months of its March 31, 2006 filing due date, the NYSE may, in it sole discretion, allow Sea Containers' shares to trade for an additional six months. If the NYSE determines that an additional trading period of up to six months is not appropriate, suspension and delisting procedures will be commenced. If the NYSE determines that an additional trading period of up to six months is appropriate and Sea Containers fails to file its annual report by the end of that additional period, suspension and delisting procedures will generally commence. The procedures provide that the NYSE may commence delisting proceedings at any time. Until Sea Containers is current with its SEC filing requirements, its shares will be identified with an "LF" indicator on the NYSE's consolidated tape. Sea Containers is working to complete its 2005 Form 10-K and expects to file it within the six-month period. Item 8.01. Other Events. On May 1, 2006, Sea Containers Ltd. issued a news release regarding a further delay in the filing of its Annual Report on Form 10-K for 2005. Item 9.01. Financial Statements and Exhibits (d) Exhibit 99 Press Release dated May 1, 2006. 2 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: May 1, 2006 3 EXHIBIT INDEX Exhibit Number Description - ------- -------------------------------- 99 Press Release dated May 1, 2006. 4 EX-99 2 ex99.txt NEWS RELEASE ISSUED MAY 1, 2006 EXHIBIT 99 SEA CONTAINERS LTD NEW RELEASE SEA CONTAINERS DELAYS FILING OF 2005 FORM 10-K ANNUAL REPORT Hamilton, Bermuda, May 1, 2006. Sea Containers Ltd. (NYSE: SCRA and SCRB, www.seacontainers.com) today announced that, consistent with statements in its news release of March 24, 2006, it has continued to (i) progress the proposed sale of the Silja ferry business and other ferry assets, (ii) discuss appropriate amendments and waivers of covenants with its bank groups, and (iii) work on completing its 2005 annual report on Form 10-K. However, the Company is not yet in a position to file its annual report because it has not completed the 2005 Form 10-K and its internal processes with respect to applicable certifications. The Company anticipates, upon completion of these processes, it will receive an unqualified audit report on the 2005 consolidated financial statements from its independent auditors, which the Company expects will include an explanatory paragraph raising substantial doubt about Sea Containers' ability to continue as a going concern related to the uncertainties described in this news release. In addition, Sea Containers received on April 28 the decision in the arbitration regarding its dispute with GE Capital relating to GE SeaCo and is evaluating the consequences of the decision for the Company, which will make a further announcement shortly. Sea Containers has incurred operating losses in the years ended December 31, 2005 and 2004 and anticipates operating losses through at least 2006. The 2005 losses included significant impairment charges taken in the fourth quarter. These impairment charges impacted the Company's net worth. At December 31, 2005, Sea Containers was not in compliance with certain financial covenants and other requirements in various credit facilities. The Company's failure to comply with these financial covenants and other requirements constitutes an event of default under some of its credit facilities. Sea Containers is currently in discussions with affected lenders regarding waivers or amendments of the events of default, as well as prospective waivers or amendments in respect of certain credit facilities. No lender has taken any action to exercise remedies in respect of any events of default. The Company's liquidity going forward will depend upon, among other things, (i) its ability to eliminate operating losses and generate sustainable positive cash flow, (ii) the results of its efforts to sell the ferry business and assets, and (iii) the uses of remaining net cash proceeds from asset sales in light of its obligations under the public note indentures. Sea Containers management is preparing a business plan that will be used to develop its view of the appropriate level of debt capacity and the appropriate range of values of the Company. In turn, the foregoing will inform the Company's approach with respect to the stakeholders in any restructuring. At this time, no assurance can be given as to the results of any restructuring including the impact upon creditors and equity holders. Sea Containers is considering a range of strategic and financial alternatives. The Company is working, and will continue to work, to maximize the value of the Company for the benefit of its stakeholders and intends to engage the public note holders and other stakeholders. * * * * * * This news release contains, in addition to historical information, forward-looking statements that involve risks and uncertainties. These include statements regarding the proposed sale of the Silja business and other ferry assets, bank waivers and amendments, sustainable cash flow, cost reductions and similar matters that are not historical facts. These statements are based on management's current expectations and are subject to a number of uncertainties and risks that could cause actual results to differ materially from those described in the forward-looking statements. Factors that may cause a difference include, but are not limited to, those mentioned in the news release, unknown effects on the transport markets in which the company operates of terrorist activity and any police or military response, varying customer demand and competitive considerations, inability to sustain price increases or to reduce costs, fluctuations in interest rates and currency values, variable fuel prices, uncertainty of negotiating and completing proposed sale, chartering or disposal transactions on acceptable terms, realization of asset sales proceeds less than related mortgage debt, inadequate sources of capital and unacceptability of proposed finance terms and inability to reduce debt, inability to reach agreement on necessary waivers or amendments of bank lending covenants resulting in bank loan agreement defaults, inability to comply with public note covenants resulting in public note indenture defaults, possible rating agency downgrades of the company and its debt securities, global, regional and industry economic conditions, shifting patterns and levels of regional passenger travel, seasonality and adverse weather conditions, possible lay-up of ships that cannot be sold, chartered out or redeployed and incurrence of lay-up costs, potential incurrence of disposal losses, restructuring charges and asset impairments greater than currently estimated, and legislative, regulatory and political developments. Further information regarding these and other factors is included in the filings by the company with the U.S. Securities and Exchange Commission. ****** For further information: Lisa Barnard Director of Communications, Sea Containers group of companies Tel: +44 207 805 5550 Email: lisa.barnard@seacontainers.com Investor Relations enquiries: William W. Galvin III, The Galvin Partnership Tel: +1 (203) 618 9800 Email: wwg@galvinpartners.com -----END PRIVACY-ENHANCED MESSAGE-----