-----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, Kac7baYF/X9vUaOeVBowFCzSBS0n59sOuWmSWsic0Nj7HFDx81ST/eldGSoGA5s/ bY+PB/syz5ro2yOaabO2og== 0000950103-06-001454.txt : 20060605 0000950103-06-001454.hdr.sgml : 20060605 20060605085825 ACCESSION NUMBER: 0000950103-06-001454 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060602 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060605 DATE AS OF CHANGE: 20060605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROYAL CARIBBEAN CRUISES LTD CENTRAL INDEX KEY: 0000884887 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980081645 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11884 FILM NUMBER: 06884826 BUSINESS ADDRESS: STREET 1: 1050 CARIBBEAN WAY CITY: MIAMI STATE: FL ZIP: 33132 BUSINESS PHONE: 3055396000 MAIL ADDRESS: STREET 1: 1050 CARIBBEAN WAY CITY: MIAMI STATE: FL ZIP: 33132 FORMER COMPANY: FORMER CONFORMED NAME: RA HOLDINGS INC DATE OF NAME CHANGE: 19920424 8-K 1 dp02750_8k.htm

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): June 2, 2006

ROYAL CARIBBEAN CRUISES LTD.

(Exact Name of Registrant as Specified in Charter)
     
Republic of Liberia

(State or Other Jurisdiction of Incorporation)
1-11884   98-0081645

 
(Commission File Number) (IRS Employer Identification No.)
     
1050 Caribbean Way, Miami, Florida    33132

 
 (Address of Principal Executive Offices) (Zip Code)
     
Registrant’s telephone number, including area code: 305-539-6000 
     
  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))





Section 7 – Regulation FD

Item 7.01  Regulation FD Disclosure.

     On June 2, 2006, Royal Caribbean Cruises Ltd. issued a press release entitled “Royal Caribbean Calls Lyons For Redemption And Enters Into Stock Repurchase Agreement.” A copy of this press release is furnished as Exhibit 99.1 to this report. Also on June 2, 2006, Royal Caribbean Cruises Ltd. notified the holders of the redemption of its Liquid Yield Option Notes due 2021 (“LYONs”). A copy of this notice is furnished as Exhibit 99.2 to this report.

     This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of Royal Caribbean Cruises Ltd., whether made before or after the filing of this report, regardless of any general incorporation language in the filing.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(c) Exhibits
   
  Exhibit 99.1 – Press release “Royal Caribbean Calls Lyons For Redemption And Enters Into Stock Repurchase Agreement” dated June 2, 2006 (furnished pursuant to Item 7.01).
  Exhibit 99.2 – LYONs redempton notice dated June 2, 2006 (furnished pursuant to Item 7.01).

 

Page 2 of 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.

    ROYAL CARIBBEAN CRUISES LTD.
         
Date: June 2, 2006 By: /s/ Luis E. Leon
 
 
      Name: Luis E. Leon
      Title: Executive Vice President and
Chief Financial Officer

Page 3 of 3





EX-99.1 2 ex9901.htm

Exhibit 99.1

News From

Royal Caribbean Cruises Ltd.

Corporate Communications Office

1050 Caribbean Way, Miami, Florida 33132-2096

Contact: Lynn Martenstein or Greg Johnson
    (305)539-6570 or (305) 539-6153
   
For Immediate Release

ROYAL CARIBBEAN CALLS LYONS FOR REDEMPTION AND ENTERS INTO
STOCK REPURCHASE AGREEMENT

MIAMI June 2, 2006 – Royal Caribbean Cruises Ltd. (NYSE, OSE: RCL) announced today that it has called for the redemption of all of its outstanding Liquid Yield OptionTM Notes due February 2, 2021 ("LYONs"). The redemption date is June 19, 2006. The redemption price is $494.62 per LYON. Notices of redemption are being mailed to holders of the LYONs today in accordance with the terms of the indenture.

Additionally, today the Company entered into an agreement with Goldman Sachs & Co. to purchase approximately $165 million of its common stock pursuant to an accelerated share repurchase program. The minimum and maximum price at which the Company will purchase the shares, the minimum and maximum number of shares to be purchased and the dates of purchase of the shares will be determined within approximately eight days based on the price of the Company's shares of common stock on the NYSE during such period.

Royal Caribbean Cruises Ltd. is a global cruise vacation company that operates Royal Caribbean International and Celebrity Cruises, with a combined total of 29 ships in service and five under construction. The company also offers unique land-tour vacations in Alaska, Canada and Europe through its cruise-tour division. Additional information can be found on www.royalcaribbean.com, www.celebrity.com or www.rclinvestor.com.




EX-99.2 3 ex9902.htm

Exhibit 99.2

NOTICE OF REDEMPTION

TO THE HOLDERS OF

LIQUID YIELD OPTION NOTES DUE 2021
ISSUED BY ROYAL CARIBBEAN CRUISES LTD. ON FEBRUARY 2, 2001

CUSIP NUMBER: 780153AK8

     Pursuant to Section 1104 of the Indenture (the “Indenture”), as supplemented by the Tenth Supplemental Indenture, dated as of February 2, 2001 (the “Supplemental Indenture”), between Royal Caribbean Cruises Ltd. (the “Company”) and The Bank of New York, as trustee (the “Trustee”), pursuant to which the notes identified above (the “Notes”) were issued, notice is hereby given that the Company has elected to, and will, redeem all of the outstanding Notes on June 19, 2006 (the “Redemption Date”). The Notes will be redeemed at a price equal to $494.62 with respect to each $1,000 principal amount at maturity of Notes (the “Redemption Price”).

     Unless the Company defaults in paying the Redemption Price on the Redemption Date, the Redemption Price will become due and payable upon all of the outstanding Notes and Original Issue Discount thereon will cease to accrue after the Redemption Date. Except as noted in the following paragraph, the Notes are to be surrendered for payment of the Redemption Price at the following office of the Paying Agent:

The Bank of New York
111 Sanders Creek Parkway
East Syracuse, NY 13057

     The Notes may be converted into shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a conversion rate of 11.7152 shares of Common Stock per $1,000 principal amount of Notes. Holders may convert their Notes until the close of business on June 15, 2006. After that time, Holders will not be able to convert Notes and, instead will be entitled only to receive the Redemption Price. To exercise rights of conversion, Holders must submit the attached Conversion Notice to the Conversion Agent, (2) surrender the Note to the Conversion Agent, (3) furnish appropriate endorsements and transfer documents and (4) pay any transfer or similar tax, if required. Holders who want to convert Notes must satisfy the requirements set forth in the Notes and Indenture.






     The Conversion Notice and the Notes should be surrendered at the following office of the Conversion Agent:

The Bank of New York
Corporate Trust Operations – 7th Floor
101 Barclay Street
New York, NY 10286

     Under the provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001, paying agents making payments of interest or principal on securities may be obligated to withhold a 28% backup withholding tax from remittance to individuals who have failed to furnish the paying agent with a valid taxpayer identification number or otherwise failed to comply with certain other requirements. Holders of the Notes who wish to avoid the imposition of the backup withholding tax should submit certified taxpayer identification numbers and any other required information on the appropriate IRS form when presenting the Notes for payment.

THE BANK OF NEW YORK TRUST
COMPANY, N.A., as Successor Trustee
Dated: June 2, 2006

* The Company and Trustee shall not be responsible for the use of the CUSIP number selected, nor is any representation made as to its correctness indicated in the Notice or as printed on any Note, it is included soley for the convenience of the Holder.






CONVERSION NOTICE

In order to convert this Security into Common Stock of the Company, check the box. o

In order to convert only part of this Security, state the principal amount at Maturity to be converted (which must be $1,000 or an integral multiple of $1,000 _______________

If you want the stock certificate made out in another person’s name fill in the form below:

_________________________________________________________________________________
_________________________________________________________________________________
(insert the other person’s social security tax identification number)

_________________________________________________________________________________
_________________________________________________________________________________
(print or type other person’s name, address and zip code)

Date:________________    Your Signature:___________________________________

_________________________________________________________________________________
(sign exactly as your name appears on the other side of this Security)

Signature Guaranteed: ________________________________________________________________
                                  (participant in a recognized signature guarantee medallion program)

                                  By: ______________________________________________________________
                                                                               (Authorized Signatory)

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