-----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, Fyy6MxIkijFFGrkQoowfgaY2xbUDZSPVPFXzfKR06fzOdW+ZkObUQCn+pNWhIlaV 0VGXOMkU4dnzCKbFC+woFA== 0001104659-07-035791.txt : 20070504 0001104659-07-035791.hdr.sgml : 20070504 20070504102107 ACCESSION NUMBER: 0001104659-07-035791 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070426 ITEM INFORMATION: Other Events FILED AS OF DATE: 20070504 DATE AS OF CHANGE: 20070504 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: 07818313 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 a07-11508_28k.htm 8-K

 

 

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) April 26, 2007

 

Sea Containers Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

1-7560

 

98-0038412

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation)

 

 

 

Identification No.)

 

22 Victoria Street, Hamilton HM 12, Bermuda

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code 441-295-2244

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:

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



ITEM 8.01  Other Events

As previously disclosed, the United Kingdom government Pensions Regulator (which regulates employment-based pension plans in the UK and aims to protect the benefits of members of UK pension plans) has issued notices to the Company on October 19, 2006 warning that the Regulator is considering exercising its powers to issue financial support directions (“FSDs”) to the Company under relevant UK pensions legislation, in respect of the Sea Containers 1983 Pension Scheme (the “1983 Scheme”) and the Sea Containers 1990 Pension Scheme (the “1990 Scheme”) (together the “Schemes”). These are multi-employer defined benefit pension plans of Sea Containers Services Ltd., a UK subsidiary of the Company. If FSDs are issued to the Company, it may be liable to make a financial contribution to one or both of the Schemes which may be greater than the sum payable by the Company in respect of pension liabilities under the terms of a support agreement between the Company and Sea Containers Services Ltd. entered into in 1989 under which the UK subsidiary provides administrative services to the Company and other subsidiaries and is indemnified by the Company for the cost of those services.

The Trustees of the Schemes or their actuary have advised the Company that their current estimates of the cost of winding up the Schemes, including the cost of purchasing annuities to pay projected benefit obligations to Scheme participants, would be approximately (pound)107 million ($201 million) for the 1983 Scheme (after giving effect to the withdrawal of a GE SeaCo SRL subsidiary from the 1983 Scheme) and approximately (pound)27 million ($51 million) for the 1990 Scheme. Because the Schemes are multi-employer plans, the liabilities under them are shared among the participating companies.

The Company responded briefly to the original warning notices, submitting that it would not be reasonable to issue an FSD, and actively engaged with the Pensions Regulator to persuade it of this. However, the Pensions Regulator reissued the warning notice on April 26, 2007. A response is due by May 14, 2007. The Pensions Regulator says the reissue is not meant to prejudice attempts to resolve matters by alternative means but sees no benefit in delaying crystallizing a potential liability. A response is being prepared submitting that it is not reasonable under the circumstances for the Pensions Regulator to issue an FSD. The Pensions Regulator has indicated that its Determination Panel will consider the matter on June 12 and 13, 2007.

The information contained in this Current Report is furnished under Item 8.01 O ther Events and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in the filing. The registrant is a foreign private issuer and, therefore, is exempt from Regulation FD.

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SIGNATURES

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/ ROBERT MACKENZIE

 

 

 

Name: Robert MacKenzie

 

 

Title: President and Chief Executive Officer

 

 

 

Date: May 4, 2007

 

 

 

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