<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 2000
REGISTRATION NO. 333-94771
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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<S> <C> <C>
AMERICAN CLASSIC VOYAGES CO. DELAWARE 31-0303330
AMCV CAPITAL TRUST I DELAWARE APPLIED FOR
(Exact Name of Registrant as (State or Other Jurisdiction of (I.R.S. Employer
Specified in its Charter) Incorporation or Organization) Identification No.)
</TABLE>
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TWO NORTH RIVERSIDE PLAZA, SUITE 200, CHICAGO, IL 60606, (312) 258-1890
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JORDAN B. ALLEN
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
AMERICAN CLASSIC VOYAGES CO.
TWO NORTH RIVERSIDE PLAZA, SUITE 200, CHICAGO, IL 60606, (312) 466-6202
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
---------------------
Copies To:
<TABLE>
<S> <C>
DAVID S. STONE, ESQ. IMAD I. QASIM, ESQ.
SEYFARTH, SHAW, FAIRWEATHER & GERALDSON SIDLEY & AUSTIN
55 EAST MONROE BANK ONE PLAZA
SUITE 4200 10 SOUTH DEARBORN STREET
CHICAGO, IL 60603 CHICAGO, IL 60603
TELEPHONE: (312) 269-8965 TELEPHONE: (312) 853-7094
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box. [
]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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(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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE> 2
The information in this prospectus is not complete and may be changed. We
may not sell these securities until the registration statement filed with
the Securities and Exchange Commission is effective. This prospectus is
not an offer to sell these securities and it is not soliciting an offer to
buy these securities in any state where the offer or sale is not
permitted.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JANUARY 28, 2000
PROSPECTUS
$250,000,000
AMERICAN CLASSIC VOYAGES CO.
COMMON STOCK, PREFERRED STOCK AND SUBORDINATED DEBT SECURITIES
AMCV CAPITAL TRUST I
PREFERRED SECURITIES FULLY AND UNCONDITIONALLY
GUARANTEED BY AMERICAN CLASSIC VOYAGES CO.
---------------------
We will provide the specific terms of the particular securities issued
under this prospectus in a prospectus supplement for each security. You should
read this prospectus and any prospectus supplement carefully before investing.
The amount of the securities issued under this prospectus will be limited
to a total of U.S. $250,000,000 or the equivalent amount if denominated in
foreign currencies.
Our common stock is quoted on the Nasdaq National Market under the symbol
"AMCV."
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is January , 2000.
<PAGE> 3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following are the estimated expenses in connection with the
distribution of the securities being registered:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 66,000
National Association of Securities Dealers, Inc. filing
fee....................................................... $ 10,000
Nasdaq National Market additional listing fee............... $ 17,500
Printing and related expenses............................... $ 75,000
Blue sky fees and expenses.................................. $ 30,000
Legal fees and expenses..................................... $100,000
Accounting fees and expenses................................ $ 75,000
Miscellaneous............................................... $ 26,500
--------
Total............................................. $400,000
========
</TABLE>
Except for the SEC registration fee, all of the foregoing are estimates.
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ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Seventh of the Registrant's Second Amended and Restated Certificate
of Incorporation ("Article Seventh") is consistent with Section 102(b)(7) of the
Delaware General Corporation Law, which generally permits a company to include a
provision limiting the personal liability of a director in the company's
certificate of incorporation. With limitations, Article Seventh eliminates the
personal liability of the Registrant's directors to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director.
However, Article Seventh does not eliminate director liability: (1) for breaches
of the duty of loyalty to the Registrant and its stockholders; (2) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (3) for transactions from which a director derives improper
personal benefit; or (4) under Section 174 of the Delaware General Corporation
Law ("Section 174"). Section 174 makes directors personally liable for unlawful
dividends and stock repurchases or redemptions and expressly sets forth a
negligence standard with respect to such liability. While Article Seventh
protects the directors from awards for monetary damages for breaches of their
duty of care, it does not eliminate their duty of care. The limitations in
Article Seventh have no effect on claims arising under the federal securities
laws.
Under Section 145 of the Delaware General Corporation Law, directors and
officers, as well as other employees and individuals, may be indemnified against
expenses (including attorneys' fees), judgments, fines, amounts paid in
settlement in connection with specified actions, suits or proceedings, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation, a "derivative action") if they acted in good faith
and in a manner they reasonably believed to be in, or not opposed to, the best
interests of the corporation, and, with respect to criminal actions or
proceedings, had no reasonable cause to believe their conduct was unlawful. A
similar standard of care is applicable in the case of derivative actions, except
that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such an action, and the
Delaware General Corporation Law requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation.
The directors and officers of the Company are covered by directors' and
officers' insurance in an aggregate maximum of approximately $10 million
indemnifying them against certain liabilities that they might incur in such
capacities, including certain liabilities arising under the Securities Act. The
premium for this insurance is paid by the Company.
II-1
<PAGE> 4
The Declaration of Trust for the AMCV Capital Trust I (the "Trust") will
provide that no property or Delaware trustee or any of their affiliates, or any
officer, director, shareholder, member, partner, employee, representative,
custodian, nominee or agent of such property or Delaware trustee (each a
"Fiduciary Indemnified Person"), and no administrative trustee, affiliate of any
administrative trustee, or any officer, director, stockholder, member, partner,
employee, representative or agent of any administrative trustee or any affiliate
thereof, or any employee or agent of the Trust or any of their affiliates (each
a "Company Indemnified Person") shall be liable, responsible or accountable in
damages or otherwise to any of the Trust or any officer, director, stockholder,
partner, member, representative, employee or agent of the Trust or its
affiliates or to any holder of preferred securities for any loss, damage or
claim incurred by reason of any act or omission performed or omitted by such
Fiduciary Indemnified Person or Company Indemnified Person in good faith on
behalf of the Trust and in a manner such Fiduciary Indemnified Person or Company
Indemnified Person reasonably believed to be within the scope of the authority
conferred on such Fiduciary Indemnified Person or Company Indemnified Person by
the Declaration of Trust or by law, except that a Fiduciary Indemnified Person
shall be liable for any such loss, damage or claim incurred by reason of such
Fiduciary Indemnified Person's gross negligence or bad faith with respect to
such acts or omissions and a Company Indemnified Person shall be liable for any
such loss, damage or claim incurred by reason of such Company Indemnified
Person's lack of good faith or the lack of reasonable belief that his or her act
or omission was in, or not opposed to, the best interests of the Trust.
The Declaration of Trust for the Trust also provides that to the full
extent permitted by law, the Company shall indemnify any Company Indemnified
Person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the Trust) by reason of the fact that he is or was a Company
Indemnified Person against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Trust, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful. The Declaration of Trust also provides that to the full extent
permitted by law, the Company shall indemnify any Company Indemnified Person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of any such trust to procure a
judgment in its favor by reason of the fact that such person is or was a Company
Indemnified Person against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action or suit if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of the
trust and except that no such indemnification shall be made in respect of any
claim, issue or matter as to which such Company Indemnified Person shall have
been adjudged to be liable to the trust unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
of Chancery or such other court shall deem proper. The Declaration of Trust for
the Trust further provides that expenses (including attorneys' fees) incurred by
a Company Indemnified Person in defending a civil, criminal, administrative or
investigative action, suit or proceeding referred to in the immediately
preceding two sentences shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Company Indemnified Person to repay such amount if it shall
ultimately be determined that such person is not entitled to be indemnified by
the Company as authorized in any such Declaration.
The Declaration of Trust for the Trust also provides that the Company shall
indemnify each Fiduciary Indemnified Person against any loss, liability or
expense incurred without negligence or bad faith on its part, arising out of or
in connection with the acceptance or administration of the trust under the
Trust, including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against
II-2
<PAGE> 5
or investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties thereunder.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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<C> <S>
1.1 -- Form of Purchase Agreement -- Debt*
1.2 -- Form of Purchase Agreement -- Equity*
1.3 -- Form of Purchase Agreement -- Preferred Securities*
3.1 -- Second Amended and Restated Articles of Incorporation of
American Classic Voyages Co. (incorporated by reference
to Exhibit 3.(i) to American Classic Voyages Co. Annual
Report of Form 10-K for the year ended December 31, 1998)
3.2 -- Third Amended and Restated Bylaws of American Classic
Voyages Co. (incorporated by reference to Exhibit 3.(ii)
to American Classic Voyages Co. Quarterly Report on Form
10-Q for the period ended September 30, 1999)
4.1 -- Form of Subordinated Indenture by and between American
Classic Voyages Co. and The Bank of New York, as Trustee
(including Form of Subordinated Debt Security)
4.2 -- Form of Junior Convertible Subordinated Indenture by and
between American Classic Voyages Co. and the Bank of New
York, as Trustee (including Form of Convertible
Subordinated Debenture)
4.3 -- Certificate of Trust of AMCV Capital Trust I
4.4 -- Declaration of Trust of AMCV Capital Trust I
4.5 -- Form of Amended and Restated Declaration of Trust of AMCV
Capital Trust I (including Form of Preferred Security)
4.6 -- Form of Preferred Securities Guarantee Agreement by
American Classic Voyages Co.
4.7 -- Form of Subordinated Debt Security -- The form of debt
security or securities with respect to each particular
offering will be filed as an exhibit subsequently
included or incorporated by reference herein
4.8 -- Form of Preferred Stock -- Any amendment to the American
Classic Voyages Co. Certificate of Incorporation or
Certificates of Designation authorizing the creation of
any series of Preferred Stock and setting forth the
rights, preferences and designations thereof will be
filed as an exhibit subsequently included or incorporated
by reference herein
4.9 -- Form of Preferred Security (included in Exhibit 4.5)
4.10 -- Form of Subordinated Debt Security (included in Exhibit
4.1)
4.11 -- Form of Convertible Subordinated Debenture (included in
Exhibit 4.2)
5.1 -- Opinion of Seyfarth, Shaw, Fairweather & Geraldson
5.2 -- Opinion of Richards, Layton & Finger, P.A.
12.1 -- Computation of Ratios of Earnings to Fixed Charges and
Preferred and Preference Stock Dividend Requirements
23.1 -- Consent of KPMG LLP
23.2 -- Consent of Seyfarth, Shaw, Fairweather & Geraldson
(included in Exhibit 5.1)
23.3 -- Consent of Richards, Layton & Finger, P.A.(included in
Exhibit 5.2)
24.1 -- Power of Attorney from Samuel Zell
24.2 -- Power of Attorney from John R. Berry
24.3 -- Power of Attorney from Bradbury Dyer, III
</TABLE>
II-3
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
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24.4 -- Power of Attorney from Laurence S. Geller
24.5 -- Power of Attorney from Arthur A. Greenberg
24.6 -- Power of Attorney from Mark Slezak
24.7 -- Power of Attorney from Jerry R. Jacob
24.8 -- Power of Attorney from Joseph P. Sullivan
24.9 -- Power of Attorney from Jeffrey N. Watanabe
25.1 -- Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Bank of New
York, as Trustee under the Subordinated Indenture and the
Junior Convertible Subordinated Indenture
25.2 -- Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Bank of New
York (Delaware), as Trustee under the Declaration of
Trust of AMCV Capital Trust I
25.3 -- Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the Bank of New
York, as Trustee of the Preferred Securities Guarantee
for the benefit of the holders of Preferred Securities of
AMCV Capital Trust I
</TABLE>
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* To be filed as an exhibit to American Classic Voyages' Current Report on Form
8-K in connection with a specific offering.
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule
424(b) under the Securities Act if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
II-4
<PAGE> 7
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 (the "Securities
Act"), each filing of the registrant's annual report pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
1. For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
2. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(e) The undersigned Registrants hereby undertake to file, if necessary, an
application for the purpose of determining the eligibility of the Trustees to
act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as
amended, in accordance with the rules and regulations prescribed by the
Securities and Exchange Commission under Section 305(b)(2) of such Act.
II-5
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, American Classic
Voyages Co. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois on the 28th day of January, 2000.
AMERICAN CLASSIC VOYAGES CO.
By: /s/ PHILIP C. CALIAN
----------------------------------
Philip C. Calian
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ SAMUEL ZELL* Chairman of the Board January 28, 2000
- -----------------------------------------------------
Samuel Zell
/s/ PHILIP C. CALIAN President and Chief Executive January 28, 2000
- ----------------------------------------------------- Officer (Principal Executive
Philip C. Calian Officer), Director
/s/ RANDALL L. TALCOTT Vice President and Treasurer January 28, 2000
- ----------------------------------------------------- (Principal Financial and
Randall L. Talcott Accounting Officer)
/s/ JOHN R. BERRY* Director January 28, 2000
- -----------------------------------------------------
John R. Berry
/s/ BRADBURY DYER, III* Director January 28, 2000
- -----------------------------------------------------
Bradbury Dyer, III
/s/ LAURENCE S. GELLER* Director January 28, 2000
- -----------------------------------------------------
Laurence S. Geller
/s/ ARTHUR A. GREENBURG* Director January 28, 2000
- -----------------------------------------------------
Arthur A. Greenburg
/s/ MARK SLEZAK* Director January 28, 2000
- -----------------------------------------------------
Mark Slezak
/s/ JERRY R. JACOB* Director January 28, 2000
- -----------------------------------------------------
Jerry R. Jacob
/s/ JOSEPH P. SULLIVAN* Director January 28, 2000
- -----------------------------------------------------
Joseph P. Sullivan
</TABLE>
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<PAGE> 9
<TABLE>
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SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
Director
- -----------------------------------------------------
Emanuel L. Rouvelas
/s/ JEFFREY N. WATANABE* Director January 28, 2000
- -----------------------------------------------------
Jeffrey N. Watanabe
* /s/ JORDAN B. ALLEN January 28, 2000
- -----------------------------------------------------
Jordan B. Allen
Attorney-in-Fact
</TABLE>
II-7
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act, AMCV Capital Trust I
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chicago, State of Illinois on the 28th day of
January, 2000.
AMCV CAPITAL TRUST I
By: American Classic Voyages Co., as
Sponsor
By: /s/ JORDAN B. ALLEN
----------------------------------
Jordan B. Allen
Executive Vice President,
Secretary and General Counsel
II-8
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
<C> <S>
1.1 -- Form of Purchase Agreement -- Debt*
1.2 -- Form of Purchase Agreement -- Equity*
1.3 -- Form of Purchase Agreement -- Preferred Securities*
3.1 -- Second Amended and Restated Articles of Incorporation of
American Classic Voyages Co. (incorporated by reference
to Exhibit 3.(i) to American Classic Voyages Co. Annual
Report of Form 10-K for the year ended December 31, 1998)
3.2 -- Third Amended and Restated Bylaws of American Classic
Voyages Co. (incorporated by reference to Exhibit 3.(ii)
to American Classic Voyages Co. Quarterly Report on Form
10-Q for the period ended September 30, 1999)
4.1 -- Form of Subordinated Indenture by and between American
Classic Voyages Co. and The Bank of New York, as Trustee
(including Form of Subordinated Debt Security)
4.2 -- Form of Junior Convertible Subordinated Indenture by and
between American Classic Voyages Co. and the Bank of New
York, as Trustee (including Form of Convertible
Subordinated Debenture)
4.3 -- Certificate of Trust of AMCV Capital Trust I
4.4 -- Declaration of Trust of AMCV Capital Trust I
4.5 -- Form of Amended and Restated Declaration of Trust of AMCV
Capital Trust I (including Form of Preferred Security)
4.6 -- Form of Preferred Securities Guarantee Agreement by
American Classic Voyages Co.
4.7 -- Form of Subordinated Debt Security -- The form of debt
security or securities with respect to each particular
offering will be filed as an exhibit subsequently
included or incorporated by reference herein
4.8 -- Form of Preferred Stock -- Any amendment to the American
Classic Voyages Co. Certificate of Incorporation or
Certificates of Designation authorizing the creation of
any series of Preferred Stock and setting forth the
rights, preferences and designations thereof will be
filed as an exhibit subsequently included or incorporated
by reference herein
4.9 -- Form of Preferred Security (included in Exhibit 4.5)
4.10 -- Form of Subordinated Debt Security (included in Exhibit
4.1)
4.11 -- Form of Convertible Subordinated Debenture (included in
Exhibit 4.2)
5.1 -- Opinion of Seyfarth, Shaw, Fairweather & Geraldson
5.2 -- Opinion of Richards, Layton & Finger, P.A.
12.1 -- Computation of Ratios of Earnings to Fixed Charges and
Preferred and Preference Stock Dividend Requirements
23.1 -- Consent of KPMG LLP
23.2 -- Consent of Seyfarth, Shaw, Fairweather & Geraldson
(included in Exhibit 5.1)
23.3 -- Consent of Richards, Layton & Finger, P.A. (included in
Exhibit 5.2)
24.1 -- Power of Attorney from Samuel Zell
24.2 -- Power of Attorney from John R. Berry
24.3 -- Power of Attorney from Bradbury Dyer, III
24.4 -- Power of Attorney from Laurence S. Geller
</TABLE>
<PAGE> 12
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
-------------- ----------------------
<C> <S>
24.5 -- Power of Attorney from Arthur A. Greenberg
24.6 -- Power of Attorney from Mark Slezak
24.7 -- Power of Attorney from Jerry R. Jacob
24.8 -- Power of Attorney from Joseph P. Sullivan
24.9 -- Power of Attorney from Jeffrey N. Watanabe
25.1 -- Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Bank of New
York, as Trustee under the Subordinated Indenture and the
Junior Convertible Subordinated Indenture
25.2 -- Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of The Bank of New
York (Delaware), as Trustee under the Declaration of
Trust of AMCV Capital Trust I
25.3 -- Statement of Eligibility on Form T-1 under the Trust
Indenture Act of 1939, as amended, of the Bank of New
York, as Trustee of the Preferred Securities Guarantee
for the benefit of the holders of Preferred Securities of
AMCV Capital Trust I
</TABLE>
- ---------------
* To be filed as an exhibit to American Classic Voyages' Current Report on Form
8-K in connection with a specific offering.
