-----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, OGAbpG2r8zuAttJKvGi38HJdQHe4rhIo9MUJAMmicyUYW17zMcYj+UBeAh79flkD fW3lUb1zAu2eQLkpXAHDJQ== 0001104659-09-008136.txt : 20090211 0001104659-09-008136.hdr.sgml : 20090211 20090211091345 ACCESSION NUMBER: 0001104659-09-008136 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090211 ITEM INFORMATION: Bankruptcy or Receivership ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090211 DATE AS OF CHANGE: 20090211 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: 09587666 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 a09-5232_18k.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):  February 11, 2009

 

Sea Containers Ltd.

(Exact name of registrant as specified in its charter)

 

Bermuda

 

1-7560

 

98-0038412

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

22 Victoria Street, Hamilton HM 12, Bermuda

(Addresses of principal executive offices and zip codes)

 

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

(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 1.03 — BANKRUPTCY OR RECEIVERSHIP

 

Plan of Reorganization

 

On February 11, 2009 (the “Effective Date”), each of Sea Containers Ltd. (“SCL” or the “Company”), Sea Containers Services Ltd. (“SCSL”) and Sea Containers Caribbean Inc. (“SCC” and together with SCL and SCSL, each a “Debtor” and collectively the “Debtors”) announced the effectiveness of the Debtors’ Fourth Amended Joint Plan Pursuant to Chapter 11 of the United States Bankruptcy Code, dated November 23, 2008 (the “Plan”).  The Plan was confirmed by an order (the “Confirmation Order”) of the United States Bankruptcy Court for the District of Delaware entered on November 24, 2008.

 

As contemplated by the Plan, the Company anticipates the liquidation or dissolution of the Debtors’ (and various non-Debtor subsidiaries’) operations following the Effective Date.  Holders of the Company’s common shares will not receive any distribution on account of such interests, although such common shares will remain outstanding until the Company is dissolved under Bermuda law.

 

Copies of the Confirmation Order and the Plan were previously disclosed in Exhibits 2.1 and 2.2 to a Current Report on Form 8-K dated December 1, 2008, and are incorporated herein by reference.

 

Other Events

 

On February 11, 2009, the following five schemes of arrangement proposed pursuant to section 896 of the Companies Act 2006 of England & Wales became effective contemporaneously with the Effective Date of the Plan: (1) scheme of arrangement between 0438490 Travel Limited and its scheme creditor, consisting of a scheme of arrangement and a related explanatory statement (the “0438490 Travel Scheme of Arrangement”); (2) scheme of arrangement between 1882420 Limited and its scheme creditor, consisting of a scheme of arrangement and a related explanatory statement (the “1882420 Scheme of Arrangement”); (3) scheme of arrangement between SC Maritime Limited and its scheme creditors, consisting of a scheme of arrangement and a related explanatory statement (the “SC Maritime Scheme of Arrangement”); (4) scheme of arrangement between SCSL and its scheme creditors, consisting of a scheme of arrangement and a related explanatory statement (the “SCSL Scheme of Arrangement”); and (5) scheme of arrangement between Yorkshire Marine Containers Limited and its scheme creditor, consisting of a scheme of arrangement and a related explanatory statement (the “YMCL Scheme of Arrangement” and, together with the 0438490 Travel Scheme of Arrangement, the 1882420 Limited Scheme of Arrangement, the SC Maritime Scheme of Arrangement, and the SCSL Scheme of Arrangement, the “U.K. Schemes of Arrangement”).  Copies of the U.K. Schemes of Arrangement were previously disclosed in Exhibits 99.1 to 99.5 to a Current Report on Form 8-K dated October 15, 2008, and are incorporated herein by reference.

 

As previously disclosed, on November 25, 2008, the Company’s scheme of arrangement proposed pursuant to section 99 of the Companies Act 1981 of Bermuda (the “Bermuda Scheme of Arrangement”) became effective when the order sanctioning the Bermuda Scheme of Arrangement was delivered to the Registrar of Companies of Bermuda.  Copies of the Bermuda Scheme of Arrangement and its related Explanatory Statement were previously disclosed in Exhibit 99.6 to a Current Report Form 8-K dated October 3, 2008, and are incorporated herein by reference.

 

Limitation on Incorporation by Reference

 

The information, including the Exhibits incorporated herein by reference, in this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be

 

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incorporated by reference into any filing under the Securities Act of 1933, except as shall otherwise be expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

This Current Report on Form 8-K and the documents incorporated by reference into this Current Report, as well as other statements made by the Company may contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, that reflect, when made, the Company’s current views with respect to current events and financial performance.  Such forward-looking statements are and will be, as the case may be, subject to many risks, uncertainties and factors relating to the Company’s operations and business environment, which may cause the actual results of the Company to be materially different from any future results, express or implied, by such forward-looking statements.  Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the Company’s ability to liquidate or dissolve the Debtors’ (and various non-Debtor, subsidiaries’) operations following the Effective Date and other risks and uncertainties identified in the Plan and the appendices thereto.  The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

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ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibits

 

Not Applicable.

 

3


 

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 hereunto duly authorized.

 

 

SEA CONTAINERS LTD.

 

 

 

 

 

 

 

By:

/s/Laura Barlow

 

 

Laura Barlow

 

 

Chief Financial Officer and Chief Restructuring

 

 

Officer

 

 

 

Date:  February 11, 2009

 

 

 

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