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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF
THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Information Statement
AMERICAN CLASSIC VOYAGES CO.
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(Name of Registrant as Specified in Its Charter)
Payment of filing fee (Check the appropriate box):
/X/ No Fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to Exchange
Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No:
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3) Filing party:
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4) Date filed:
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___________________________
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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AMERICAN CLASSIC VOYAGES CO.
Two North Riverside Plaza
Suite 200
Chicago, Illinois 60606
(312) 258-1890
INFORMATION STATEMENT
INTRODUCTION
This information statement is being mailed or otherwise furnished to
stockholders of American Classic Voyages Co., a Delaware corporation, in
connection with a proposed action by written consent of the holders of a
majority of our outstanding shares of common stock to approve an amendment to
our Amended and Restated Certificate of Incorporation, as amended, to increase
our authorized capital stock to 45,000,000 shares from 25,000,000 shares, which
will include an increase of our authorized shares of common stock, $.01 (one
cent) par value per share, to 40,000,000 shares from 20,000,000 shares.
Our board of directors believes that it is advisable and in our best
interests to have available additional authorized but unissued shares of common
stock in an amount adequate to provide for our future needs.
We have filed a Registration Statement on Form S-3 with the Securities and
Exchange Commission relating to a proposed public offering of up to 3,450,000
shares of common stock. Merrill Lynch, Pierce, Fenner & Smith Incorporated will
be the underwriter for the proposed offering. The amendment to increase the
number of authorized shares of common stock is necessary to proceed with this
proposed offering.
We expect the stockholder action approving the amendment to become
effective on or about March 31, 1999. Our board of directors has fixed the close
of business on March 4, 1999 as the record date for the determination of
shareholders who are entitled to give consent and receive this information
statement. The approval of the amendment will require the written consent of the
holders of a majority of the outstanding shares of our common stock. As of March
4, 1999, there were 14,321,009 outstanding shares of our common stock and
approximately 626 holders of record of our common stock. No meeting of the
shareholders is being held in connection with the approval of the amendment and
no proxies or consents are being solicited in connection with this information
statement.
This information statement is being sent to shareholders
on or about March 8, 1999
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
The date of this information statement is March 8, 1999
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this Information Statement]
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INCREASE IN AUTHORIZED CAPITAL STOCK
On February 22, 1999, our board of directors approved, declared it
advisable and in our best interests and directed that there be submitted to the
holders of a majority of our outstanding shares of common stock for action by
written consent the proposed amendment to Article Fourth of our certificate of
incorporation to increase our authorized capital stock from 25,000,000 shares,
to 45,000,000 shares. This amendment will include an increase in the authorized
shares of common stock to 40,000,000 shares from 20,000,000 shares. The board of
directors has fixed the close of business on March 4, 1999 as the record date
for the determination of shareholders who are entitled to give consent and
receive this information statement. As of March 4, 1999, 14,321,009 shares of
common stock were outstanding and were held by 626 holders of record.
Additionally, a total of approximately 3,230,787 additional shares of common
stock were issuable pursuant to our 1992 Stock Option Plan, Executive Stock
Option Plan and 1995 Employee Stock Purchase Plan.
Our board of directors believes that it is advisable and in our best
interests to have available additional authorized but unissued shares of common
stock in an amount adequate to provide for our future needs. The additional
shares also will be available for issuance from time to time by us in the
discretion of the board of directors, normally without further stockholder
action (except as may be required for a particular transaction by applicable
law, requirements of regulatory agencies or by stock exchange rules), for any
proper corporate purpose including, among other things, future acquisitions of
property or securities of other corporations, stock dividends, stock splits,
stock options, convertible debt and equity financing.
We also have filed a Registration Statement on Form S-3 with the Securities
and Exchange Commission relating to a proposed public offering of up to
3,450,000 shares of common stock. Merrill Lynch, Pierce, Fenner & Smith
Incorporated will be the underwriter of the proposed offering. Additional shares
of common stock are required to be authorized pursuant to the amendment to
enable us to proceed with this proposed offering.
VOTE REQUIRED
The approval of the amendment will require the written consent of the
holders of a majority of the outstanding shares of our common stock on the
record date. The holders of a majority of our outstanding shares of common stock
have agreed to consent to this amendment. We expect this amendment to become
effective on or about March 31, 1999.
DESCRIPTION OF SECURITIES
We currently are authorized to issue capital stock consisting of 20,000,000
shares of common stock, par value $.01 per share, and 5,000,000 shares of
preferred stock, par value $.01 per share. No shares of preferred stock
currently are issued and outstanding.
COMMON STOCK
Subject to any preferences established in connection with the issuance of
preferred stock, holders of our common stock are entitled to such dividends if,
when and as declared by the board of directors out of funds legally available
therefor. We are not currently paying dividends on our common stock.
Holders of our common stock are entitled to one vote per share on all
matters submitted to a vote of holders of common stock. The shares of common
stock do not have cumulative voting rights. The approval of proposals submitted
to stockholders at a meeting other than for the election of directors requires
the favorable vote of a majority of the shares voting. In the case of certain
fundamental matters (such as amendments to our certificate of incorporation and
certain mergers and reorganizations), and in the case of actions take by written
consent, Delaware law and our Amended and Restated By-Laws require the
affirmative vote of holders of a majority of the stock entitled to vote. Equity
Group Investments, Inc., as the parent company of the holders of more than 50%
of all of our shares of common stock outstanding, may, if it chooses to do so,
authorize such fundamental changes and elect all of the members of our board of
directors who will control our future
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direction and operations, including decisions regarding the issuance of
securities, dividends, acquisitions and the sale of our company. See "Security
Ownership of Certain Beneficial Owners."
Upon our liquidation or dissolution, after satisfaction of any liquidation
preferences of outstanding preferred stock, holders of common stock are entitled
to receive, pro rata in accordance with their full liquidation interests, all
assets remaining available for distribution to stockholders.
Holders of the common stock have no preemptive rights. All outstanding
shares of common stock are fully paid and nonassessable. We have appointed
BankBoston, N.A. as transfer agent and registrar of the common stock.
PREFERRED STOCK
The board of directors has the authority, without further stockholder
approval, to issue 5,000,000 shares of preferred stock in one or more series
from time to time, and to fix the designations, relative rights, priorities,
preferences, qualifications, limitations and restrictions thereof, to the extent
not fixed in our certificate of incorporation. Because of the board of
directors' authority to issue shares of preferred stock without further
stockholder action, the voting power of the common stock could be adversely
affected by the issuance of preferred stock with conversion rights or voting
power. The issuance of preferred stock may have the effect of delaying,
deferring or preventing a change in control of our company. We have no present
plans to issue any shares of preferred stock.
SPECIAL CHARTER PROVISIONS
In our certificate of incorporation, we have elected not to be subject to
Section 203 of the General Corporation Law of the State of Delaware. Section 203
sets forth certain conditions which must be fulfilled prior to business
combinations with interested stockholders (as such term is defined in Section
203).
In order to at all times comply with the terms of our U.S. government
insured loans, our certificate of incorporation limits the aggregate number of
shares of common stock that may be owned by persons or entities that are not
U.S. citizens to 25%. Under this provision, no stockholder who is not a citizen
of the U.S. may own or purchase common stock, which, when aggregated with all
other shares of common stock owned by other persons or entities who are not U.S.
citizens, would cause their ownership of the common stock, in the aggregate, to
exceed 25% of the total common stock outstanding.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth, as of December 31, 1998, certain
information with respect to each person or entity who is known by our management
to be the beneficial owner of more than 5% of our outstanding shares of common
stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
------------------------------------ ----------------- ----------------
<S> <C> <C>
Samuel Zell, Ann Lurie Revocable Trust and Entities
Controlled by Samuel Zell and/or Ann Lurie(2)(3)(4)
EGI Holdings, Inc......................................... 3,641,873
EGIL Investments, Inc..................................... 3,641,874
Samstock, L.L.C. ......................................... 52,500
Anda Partnership.......................................... 52,500
Samuel Zell............................................... 125,000
Ann Lurie Revocable Trust................................. 17,000
Total.................................................. 7,530,747 52.9%
Two N. Riverside Plaza
Chicago, IL 60606
Wallace R. Weitz & Company(5)............................... 1,497,400 10.5%
1125 S. 103rd Street, Suite 600
Omaha, NE 68124-6008
</TABLE>
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(1) The number of shares of our common stock indicated as beneficially owned is
reported on the basis of regulations of the Securities and Exchange
Commission governing the determination of beneficial ownership of
securities.
(2) The referenced entities or individuals are each the beneficial owner of the
shares of common stock shown next to their name. EGI Holdings, Inc.
("Holdings") and EGIL Investments, Inc. ("Investments") are both Illinois
corporations and wholly owned by Equity Group Investments, Inc., an Illinois
corporation ("Equity"). The stockholders of Equity are trusts created for
the benefit of Samuel Zell and his family and Ann Lurie and her family. The
trustees or co-trustees of the trusts are Sheli Z. Rosenberg, Arthur A.
Greenberg, Ann Lurie and Mark Slezak. Samstock, L.L.C., is a Delaware
limited liability company and wholly owned by SZ Investments, L.L.C., a
Delaware limited liability company. The sole managing member of SZ
Investments, L.L.C. is a corporation whose sole stockholder is a trust of
which Mr. Zell is the trustee and beneficiary; the non-managing members are
two partnerships whose partners are trusts created for the benefit of Mr.
Zell of which Mrs. Rosenberg and Mr. Greenberg are the trustees. Anda
Partnership is a Nevada general partnership whose partners are trusts
created for the benefit of Mrs. Lurie and her family of which Mrs. Lurie and
Mr. Slezak are co-trustees.
The above chart includes 5,000 stock units beneficially owned by Mr. Zell
which convert to 5,000 shares of common stock at a time determined by Mr.
Zell at the time of the grant. The chart also includes options to purchase
120,000 shares of common stock beneficially owned by Mr. Zell which are
currently exercisable.
Mr. Zell disclaims beneficial ownership of 3,641,874 shares beneficially
owned by the subsidiaries of Equity; 52,500 shares beneficially owned by
Anda Partnership and 17,000 shares beneficially owned by the Ann Lurie
Revocable Trust. Mrs. Lurie disclaims beneficial ownership of 3,641,873
shares beneficially owned by the subsidiaries of Equity; 52,500 shares
beneficially owned by Samstock, L.L.C.; 5,000 stock units beneficially owned
by Mr. Zell; and options to purchase 120,000 shares beneficially owned by
Mr. Zell.
(3) 3,603,000 of the shares owned by Holdings are held at four financial
institutions as collateral for loans. Under the various loan agreements, the
institutions cannot vote or exercise any ownership rights relating to the
pledged shares unless there is an event of default.
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(4) 1,000,000 of the shares owned by Investments are held at a financial
institution as collateral for a loan. Under the loan agreement, the
institution cannot vote or exercise any ownership rights relating to the
pledged shares unless there is an event of default.
(5) According to a Schedule 13G dated February 10, 1999 filed with the SEC by
Wallace R. Weitz & Company. The common stock reported herein is beneficially
owned by Wallace R. Weitz & Company, a Nebraska corporation and a registered
investment advisor.
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SECURITY OWNERSHIP BY MANAGEMENT
The following information is furnished as of December 31, 1998, with
respect to the shares of our common stock beneficially owned by each of our
directors, the chief executive officer and each of our four most highly
compensated executive officers during 1998 and by all directors and executive
officers as a group. Information concerning the directors and executive officers
and their security holdings has been furnished by them to us.
<TABLE>
<CAPTION>
SHARES UPON
SHARES OF EXERCISE OF STOCK
NAME OF BENEFICIAL OWNER COMMON STOCK OPTIONS(1) TOTAL(2) PERCENT
------------------------ ------------ ----------------- -------- -------
<S> <C> <C> <C> <C>
Jordan B. Allen............................... 96 197,500 197,596 1.4%
Philip C. Calian.............................. 15,282 517,180 532,462 3.6%
Townsend Carman............................... -- 4,999 4,999 *
Arthur A. Greenberg(3)(4)..................... 7,411,247 40,645 7,451,892 52.2%
Jerry R. Jacob(3)............................. 15,083 25,645 40,728 *
Emanuel L. Rouvelas(5)........................ 14,500 -- 14,500 *
Mark Slezak(4)(5)............................. 7,337,747 -- 7,337,747 51.5%
Joseph P. Sullivan(6)......................... 4,400 -- 4,400 *
Russel Varvel................................. 1,123 49,000 50,123 *
Jeffrey N. Watanabe(7)........................ 2,500 -- 2,500 *
J. Scott Young................................ 360 156,666 157,026 1.1%
Samuel Zell(3)(4)............................. 7,341,247 120,000 7,461,247 51.9%
All Directors and Executive Officers as a
Group (13 persons).......................... 7,523,591 1,111,635 8,635,226 56.2%
</TABLE>
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* Less than 1%.
(1) Represents beneficial ownership of shares that may be acquired by the
exercise of stock options which are currently exercisable or exercisable
within 60 days of the date of this table.
(2) The amounts of the our common stock and stock options beneficially owned are
reported on the basis of regulations of the SEC governing the determination
of beneficial ownership of securities.
(3) Includes 5,000 stock units which convert to common stock (on a 1-for-1
basis) at the time determined at the date of grant. Holders of such stock
units do not vote the shares.
(4) Includes 3,641,873 shares beneficially owned by Holdings and 3,641,874
shares beneficially owned by Investments. For Messrs. Zell and Greenberg,
includes 52,500 shares beneficially owned by Samstock, L.L.C. For Mr.
Slezak, includes 52,500 shares beneficially owned by Anda Partnership. See
footnote (2) to Security Ownership of Certain Beneficial Owners for further
information and disclaimer of ownership.
(5) Includes 1,500 stock units which convert to common stock (on a 1-for-1
basis) at the time determined at the date of grant. Holders of such stock
units do not vote the shares.
(6) Includes 4,400 stock units which convert to common stock (on a 1-for-1
basis) at the time determined at the date of grant. Holders of such stock
units do not vote the shares.
(7) Includes 1,000 shares beneficially owned by Mr. Watanabe through a
self-directed pension plan and 1,500 stock units which convert to common
stock (on a 1-for-1 basis) at the time determined at the date of grant.
Holders of such stock units do not vote the shares.
By Order of the Board of Directors
/s/ Jordan B. Allen
Jordan B. Allen
Executive Vice President, General
Counsel
and Secretary
March 8, 1999
Chicago, Illinois
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