-----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, OB2OyvdkUh8th7YHkVWqB6QwhQqu+PjvA5oeDwbU5rlYjFN3Vd1jotBdH/SLZFcd U1sgKYa2D8S0s2dzHDy0zA== 0000950144-01-001623.txt : 20010131 0000950144-01-001623.hdr.sgml : 20010131 ACCESSION NUMBER: 0000950144-01-001623 CONFORMED SUBMISSION TYPE: F-3MEF PUBLIC DOCUMENT COUNT: 2 333-89015 FILED AS OF DATE: 20010129 EFFECTIVENESS DATE: 20010129 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: F-3MEF SEC ACT: SEC FILE NUMBER: 333-54564 FILM NUMBER: 1518420 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 F-3MEF 1 g66685f-3mef.txt ROYAL CARIBBEAN CRUISES LTD. 1 As filed with the Securities and Exchange Commission on January 29, 2001 Registration No. 333-____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------ FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROYAL CARIBBEAN CRUISES LTD. (Exact Name of Registrant as Specified in Its Charter)
REPUBLIC OF LIBERIA 4481 98-0081645 ------------------------------ --------------------------- ---------------------- (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number)
1050 CARIBBEAN WAY MIAMI, FL 33132 (305) 539-6000 --------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) ------------------------ MICHAEL J. SMITH VICE PRESIDENT, SECRETARY & GENERAL COUNSEL ROYAL CARIBBEAN CRUISES LTD. 1050 CARIBBEAN WAY MIAMI, FL 33132 (305) 539-6000 ------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: JOHN J. MCCARTHY VALERIE FORD JACOB DAVIS POLK & WARDWELL FRIED, FRANK, HARRIS, SHRIVER & 450 LEXINGTON AVENUE JACOBSON NEW YORK, NEW YORK 10017 ONE NEW YORK PLAZA (212) 450-4000 NEW YORK, NY 10004 (212) 859-8000 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. [ ] __________ If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |X| 333 - 89015 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________ If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] ------------------------
CALCULATION OF REGISTRATION FEE ============================================= ================================== =================================== TITLE OF EACH CLASS AMOUNT TO BE AMOUNT OF OF SECURITIES TO BE REGISTERED REGISTERED REGISTRATION FEE - --------------------------------------------- ---------------------------------- ----------------------------------- Liquid Yield Option Notes due 2021 $17,744,148 $4,437 ============================================= ================================== ===================================
2 INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM F-3, FILE NO. 333-89015 Royal Caribbean Cruises Ltd. (the "COMPANY") hereby incorporates by reference into this Registration Statement on Form F-3 in its entirety the Registration Statement on Form F-3 (File No. 333-89015) declared effective on October 22, 1999 by the Securities and Exchange Commission (the "COMMISSION"), including each of the documents filed by the Company with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. EXHIBITS The following documents are filed as exhibits to this Registration Statement. EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 5.1 Opinion of Watson, Farley & Williams (incorporated by reference to exhibit 5.1 to Registration Statement on Form F-3, File No. 333-89015) 5.2 Opinion of Davis Polk & Wardwell (incorporated by reference to exhibit 5.2 to Registration Statement on Form F-3, File No. 333- 89015) 23.1 Consent of PricewaterhouseCoopers, LLP 23.2 Consent of Watson, Farley & Williams (included in Exhibit 5.1) 23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.2) 25.1 Powers of Attorney (incorporated by reference to exhibit 24 to Registration Statement on Form F-3, File No. 333-89015) 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on this 29th day of January, 2001. ROYAL CARIBBEAN CRUISES LTD. By: /s/ Richard D. Fain ----------------------------------------------- Name: Richard D. Fain Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Richard D. Fain Chairman, Chief Executive Officer January 29, 2001 - ------------------------------------------ and-Director Richard D. Fain (Principal Executive Officer and Director) /s/ Richard J. Glasier (Principal Financial Officer) January 29, 2001 - ------------------------------------------ Richard J. Glasier * (Principal Accounting Officer) January 29, 2001 - ------------------------------------------ Blair H. Gould * Director January 29, 2001 - ------------------------------------------ Tor Arneberg * Director January 29, 2001 - ------------------------------------------ Bernard W. Aronson * Director January 29, 2001 - ------------------------------------------ John D. Chandris * Director January 29, 2001 - ------------------------------------------ Laura Laviada * Director January 29, 2001 - ------------------------------------------ Jannik Lindbaek * Director January 29, 2001 - ------------------------------------------ Eyal Ofer Director January 29, 2001 - ------------------------------------------ Thomas J. Pritzker * Director January 29, 2001 - ------------------------------------------ William K. Reilly * Director and Vice Chairman January 29, 2001 - ------------------------------------------ Edwin W. Stephan * Director January 29, 2001 - ------------------------------------------ Arne Wilhemsen *By: /s/ Richard D. Fain - ------------------------------------------ Richard D. Fain ATTORNEY-IN-FACT Authorized Representative in the United States: By: /s/ Richard D. Fain - ------------------------------------------ Richard D. Fain
3 4 EXHIBITS EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 5.1 Opinion of Watson, Farley & Williams (incorporated by reference to exhibit 5.1 to Registration Statement on Form F-3, File No. 333-89015) 5.2 Opinion of Davis Polk & Wardwell (incorporated by reference to exhibit 5.2 to Registration Statement on Form F-3, File No. 333- 89015) 23.1 Consent of PricewaterhouseCoopers, LLP 23.2 Consent of Watson, Farley & Williams (included in Exhibit 5.1) 23.3 Consent of Davis Polk & Wardwell (included in Exhibit 5.2) 25.1 Powers of Attorney (incorporated by reference to exhibit 24 to Registration Statement on Form F-3, File No. 333-89015) 4 EX-23.1 2 g66685ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated January 28, 2000,relating to the financial statements, which appears in Royal Caribbean Cruises Ltd.'s Annual Report on Form 20-F for the year ended December 31, 1999. We also consent to the reference to us under the heading "Experts" in such Registration Statement. PricewaterhouseCoopers, LLP Fort Lauderdale, Florida January 29, 2001 2 OFFICER'S CERTIFICATE The undersigned, a duly appointed officer of Royal Caribbean Cruises Ltd., a Liberia corporation (the "COMPANY"), does hereby certify as follows: a. The Company has instructed Chase Manhattan Bank("Chase") to transmit, before the close of business on January 30, 2001 the amount of $4,437 to the account of the Securities and Exchange Commission at Mellon Bank, such amount representing the registration fee in respect of an additional $17,744,148 of the Company's Liquid Yield Option Notes due 2021 being registered by the Company under the Securities Act of 1933; b. The Company will not revoke such instructions; and c. The Company has sufficient funds in its account at Chase to cover the amount of such filing fee. The Company hereby undertakes that it will confirm receipt of such instructions by Chase during regular business hours on January 30, 2001. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 29th day of January, 2001. /s/ Michael J. Smith ------------------------------------- Michael J. Smith Vice President, Secretary & General Counsel -----END PRIVACY-ENHANCED MESSAGE-----