AMERICAN CLASSIC VOYAGES CO
8-K, 1999-04-14
WATER TRANSPORTATION
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     As filed with the Securities and Exchange Commission on April 14, 1999
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                       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 14, 1999

                          AMERICAN CLASSIC VOYAGES CO.
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
                 (State or Other Jurisdiction of Incorporation)

                   0-9264                             31-030330
        (Commission File Number)         (IRS Employer Identification Number)


               
   
    Two North Riverside Plaza, Suite 200            
             Chicago, Illinois                               60606         
    (Address of Principal Executive Offices)              (Zip Code)

                                 (312) 258-1890
              (Registrant's Telephone Number, Including Area Code)

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)
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ITEM 5.    Other Events

                    On April 8, 1999, we received a commitment from the
           Maritime Administration of the U.S. Department of
           Transportation for up to $1.1 billion in financing guarantees.
           Please see our press release issued April 12, 1999, which is
           attached hereto as an exhibit.




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Item 7.   Financial Statements and Exhibits.

          Exhibit
          Number           Exhibit
          ------           -------

            99         American Classic Voyages Co. Press Release, issued
                       April 12, 1999.



                                   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.

                             AMERICAN CLASSIC VOYAGES CO.


Date: April 14, 1999         By: /s/ Randall L. Talcott
                                 ----------------------------------
                                 Randall L. Talcott, Vice President - Finance
                                 and Treasurer






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                          AMERICAN CLASSIC VOYAGES CO.
            The Delta Queen Steamboat Co. * American Hawaii Cruises

                      [AMERICAN CLASSIC VOYAGES CO. LOGO]

FOR IMMEDIATE RELEASE                                    CONTACTS: Karen Brown
April 12, 1999                                                    312/466-6165
                                                                 Doreen Lubeck
                                                                  773/583-4331

                          AMERICAN CLASSIC VOYAGES CO.
                               REPORTS RECEIPT OF
                          U.S. MARITIME ADMINISTRATION
                        $1.1 BILLION FINANCING GUARANTEE
                                   COMMITMENT

          CHICAGO - APRIL 12, 1999 - AMERICAN CLASSIC VOYAGES CO. (NASDAQ: AMCV)
today announced it received a commitment from the Maritime Administration of the
U.S. Department of Transportation for up to $1.1 billion in financing
guarantees.

          Phil Calian, president and CEO of AMCV said, "I am pleased to announce
the Maritime Administration's commitment to provide Title XI loan guarantees to
Project America. Project America will help revitalize the U.S.-flag oceangoing
cruise fleet by using private funding, guaranteed under the Maritime
Administration's Title XI program, to construct two U.S.-flag passenger vessels
in the United States for the first time in more than 40 years. The two U.S.-flag
passenger vessels will operate in the Hawaiian Islands."

          The Maritime Administration's commitment, which is subject to the
satisfaction of various conditions, is made under the authority of Title XI of
the Merchant Marine Act, 1936. The commitment amount represents 87.5 percent of
the total cost of the vessels, including shipyard costs, capitalized interest,
and fees.

          Last month AMCV announced it entered into a contract with Litton
Industries' Ingalls Shipbuilding division (NYSE:LIT) to build the Project
America cruise ships. Under the

                                    - MORE -

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                   [AMERICAN CLASSIC VOYAGES CO. LETTERHEAD]

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terms of the shipbuilding contract, Ingalls will build two 1,900 passenger
U.S.-flag cruise ships for AMCV with an option for a third. These ships will be
the largest U.S.-flag cruise ships ever built and the first large cruise ships
to be built in the United States in more than 40 years. These state-of-the-art
luxury cruise ships will cruise among the Hawaiian Islands. The first vessel is
scheduled to enter service in early 2003 and the second in early 2004.

     Project America is the result of the U.S.-Flag Cruise Ship Pilot Project
Statute passed by Congress in 1997 (PL 105-56), with the goal of revitalizing
the U.S.-flag oceangoing cruise ship fleet. It is expected to create more than
5,000 American jobs, help sustain and modernize the U.S. shipbuilding industrial
base, increase U.S. tax revenues, boost Hawaii tourism, and expand consumers'
leisure travel opportunities. The Pilot Project Statute was sponsored by Senator
Daniel K. Inouye (D-Hawaii).

     Chicago-based AMCV is the largest owner and operator of U.S.-flag passenger
vessels. It owns and operates two U.S.-flag cruise lines, American Hawaii
Cruises and The Delta Queen Steamboat Co., both headquartered in New Orleans,
La. Currently, AMCV's American Hawaii Cruises creates an authentic Hawaiian
experience aboard its steamship, the INDEPENDENCE, on three-, four- and
seven-night itineraries visiting up to five ports on four islands. With Project
America, AMCV plans to more than quadruple its passenger capacity in Hawaii in
the next seven to 10 years.

                                      ###

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     NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may
cause the actual results, performances or achievements of American Classic
Voyages Co. to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include general business, economic and weather conditions which may
impact passenger yields and occupancy and the demand for the Company's products;
unscheduled repairs and dry-docking of the Company's vessels; delays or the
inability to enter into definitive construction agreements on commercially
reasonable terms; construction delays and/or cost overruns during regularly
scheduled lay-ups and/or dry-docks or in connection with the construction of new
vessels; successful completion of expansion plans, including the construction of
new vessels; inability to obtain financing or guarantees to fund such
construction, the impact of changes and/or repeal of laws and implementation of
government regulations; and other factors which are described in further detail
in American Classic Voyages' filings with the Securities and Exchange
Commission.
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