<PAGE> 1
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF APRIL, 1999
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ROYAL CARIBBEAN CRUISES LTD.
----------------------------
1050 CARIBBEAN WAY, MIAMI, FLORIDA 33132
----------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
[INDICATE BY CHECK MARK WHETHER THE REGISTRANT FILES OR WILL FILE
ANNUAL REPORTS UNDER COVER FORM 20-F OR FORM 40-F.]
FORM 20-F X FORM 40-F
----- -----
[INDICATE BY CHECK MARK WHETHER THE REGISTRANT BY FURNISHING THE
INFORMATION CONTAINED IN THIS FORM IS ALSO THEREBY FURNISHING THE INFORMATION TO
THE COMMISSION PURSUANT TO RULE 12G3-2(B) UNDER THE SECURITIES EXCHANGE ACT OF
1934.]
YES NO X
----- -----
[IF "YES" IS MARKED INDICATE BELOW THE FILE NUMBER ASSIGNED TO THE
REGISTRANT IN CONNECTION WITH RULE 12G-3-2(B): 82 _____].
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The following documents are being furnished by Royal Caribbean Cruises Ltd.
pursuant to this Report on Form 6-K:
Document No. 1 Notice dated April 5, 1999 of Annual Meeting of
Shareholders of Royal Caribbean Cruises Ltd. and
accompanying Proxy Statement.
Document No. 2 Proxy
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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, thereunto duly authorized.
ROYAL CARIBBEAN CRUISES LTD.
---------------------------------------
(Registrant)
Date: April 5, 1999 By: /s/ RICHARD J. GLASIER
-----------------------------------
Richard J. Glasier
Executive Vice President
and Chief Financial Officer
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Document
No.1
<TABLE>
<S> <C> <C>
ROYAL CARIBBEAN CRUISES LTD.
ROYAL CARIBBEAN [LOGO] 1050 CARIBBEAN WAY CELEBRITY CRUISE [LOGO]
MIAMI, FLORIDA 33132
</TABLE>
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1999
---------------------
To the Shareholders of
ROYAL CARIBBEAN CRUISES LTD.
Notice is hereby given that the Annual Meeting of Shareholders of Royal
Caribbean Cruises Ltd. (the "Company") will be held at 9:00 A.M. on Wednesday,
May 12, 1999 at the Hyatt Regency, 400 SE 2nd Avenue, Miami, Florida.
The Annual Meeting will be held for the following purposes:
1. To elect twelve members to the Company's Board of Directors. If the
proposal to establish a classified Board of Directors (Proposal No. 2
below) is approved, the twelve directors will be elected for a classified
Board of Directors with four directors being elected for a term of one
year, four directors being elected for a term of two years and four
directors being elected for a term of three years, and until their
successors are duly elected and qualified. If the proposal to establish a
classified Board of Directors is not approved, all twelve directors will be
elected for one year terms expiring at the Company's 2000 Annual Meeting of
Shareholders and until their successors have been duly elected and
qualified;
2. To approve amendments to the By-Laws and Articles of Incorporation
regarding classification of the Board of Directors;
3. To approve an amendment to the Articles of Incorporation requiring
supermajority approval for amendments to the Articles of Incorporation and
for shareholder amendments to the By-Laws; and
4. To transact such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on March 22, 1999 as
the record date for the determination of shareholders entitled to notice of and
to vote at the meeting or any adjournment thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND IN PERSON, IT IS REQUESTED THAT YOU PROMPTLY
FILL IN, SIGN AND RETURN THE ENCLOSED PROXY CARD.
By Order of the Board of Directors
Michael J. Smith,
Secretary
April 5, 1999
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ROYAL CARIBBEAN CRUISES LTD.
1050 CARIBBEAN WAY
MIAMI, FLORIDA 33132
---------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1999
---------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Royal Caribbean Cruises Ltd. (the
"Company") from holders of the Company's Common Stock, par value $.01 per share
(the "Common Stock"), for use at the Annual Meeting of Shareholders to be held
on May 12, 1999, and any adjournment or postponement thereof, for the purposes
set forth in the accompanying Notice of Meeting and described in more detail
herein.
All properly executed proxies will be voted in accordance with the
instructions contained thereon, and if no choice is specified, the proxies will
be voted for the election of the twelve directors named elsewhere in this Proxy
Statement as nominees of the Board of Directors of the Company and in favor of
proposals 2 and 3. Abstentions are counted as present in determining the
existence of a quorum but will not have the effect of votes in opposition to a
director. However, to the extent that Proposals 2 and 3 require amendments to
the Company's Articles of Incorporation, an abstention will have the same effect
as a negative vote.
Any proxy may be revoked by a shareholder at any time before it is
exercised by giving written notice to that effect to the Secretary of the
Company or by signing and submitting a later-dated proxy. Shareholders who
attend the Annual Meeting may revoke any proxy previously granted and vote in
person.
The Board of Directors has fixed March 22, 1999 as the record date for
determining the shareholders entitled to notice of and to vote at the Annual
Meeting.
VOTING SECURITIES
As of March 22, 1999, the Company had outstanding 169,130,755 shares of
Common Stock. Holders of record of the Common Stock at the close of business on
March 22, 1999 are entitled to vote at the Annual Meeting. Each outstanding
share is entitled to one vote.
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of the Common Stock as of March 12, 1999 (i) by each person who is
known by the Company to own beneficially more than 10% of the outstanding Common
Stock and (ii) by all of the Company's directors and officers as a group.
<TABLE>
<CAPTION>
NUMBER OF PERCENTAGE
NAME SHARES(1) OWNERSHIP
- ---- ---------- ----------
<S> <C> <C>
A. Wilhelmsen AS(2)......................................... 47,129,330 27.9%
Cruise Associates(3)........................................ 50,781,900 30.0%
All Directors and Officers(4)............................... 3,614,902 2.1%
</TABLE>
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- -------------------------
(1) For purposes of this table, any security which a person or group has a right
to acquire within 60 days of March 12, 1999 is deemed to be owned by such
person or group. Such security is deemed to be outstanding for the purpose
of computing the percentage ownership of such person or group, but is not
deemed to be outstanding for the purpose of computing the percentage
ownership of any other person or group.
(2) Includes 31,900 shares of Common Stock issuable upon exercise of options
under the Company's 1990 Shareholders Stock Option Plan. A. Wilhelmsen AS is
a Norwegian corporation, the indirect beneficial owners of which are members
of the Wilhelmsen family of Norway.
(3) Includes 31,900 shares of Common Stock issuable upon exercise of options
under the Company's 1990 Shareholders Stock Option Plan. Cruise Associates
is a Bahamian general partnership, the indirect beneficial owners of which
are various trusts primarily for the benefit of certain members of the
Pritzker family of Chicago, Illinois, and various trusts primarily for the
benefit of certain members of the Ofer family.
(4) Includes (i) 1,890,826 shares of Common Stock issuable upon exercise of
options granted to directors and officers of the Company, (ii) 1,321,412
shares of Common Stock held by Monument Capital Corporation ("Monument"), a
Liberian corporation as nominee for various trusts primarily for the benefit
of certain members of the Fain family and (iii) 374,664 shares of Common
Stock issued to a trust for the benefit of Mr. Fain. Mr. Fain disclaims
beneficial ownership of some or all of the shares of Common Stock referred
to in (ii) and (iii) above. Does not include commitments by the Company's
officers to purchase an aggregate of approximately $9,000 of Common Stock
for the first calendar quarter of 1999 under the Company's 1994 Employee
Stock Purchase Plan or shares held by A. Wilhelmsen AS or Cruise Associates.
SHAREHOLDERS AGREEMENT
A. Wilhelmsen AS ("Wilhelmsen") and Cruise Associates are parties to a
Shareholders Agreement dated as of February 1, 1993 as amended (the "Shareholder
Agreement") and, pursuant thereto, have agreed upon certain matters relative to
the organization and operation of the Company and certain matters concerning
their respective ownership of the Company's voting stock. Pursuant to the
Shareholders Agreement, Wilhelmsen and Cruise Associates have agreed to vote
their shares of Common Stock in favor of the following individuals as directors
of the Company: (i) up to four nominees of Wilhelmsen (at least one of whom must
be independent); (ii) up to four nominees of Cruise Associates (at least one of
whom must be independent); and (iii) one nominee who must be Richard D. Fain or
such other individual who is then employed as the Company's chief executive
officer. In connection with the Company's acquisition of Celebrity Cruise Lines
Inc. ("Celebrity"), Wilhelmsen and Cruise Associates have agreed to vote their
shares of common stock in favor of the election of one additional director, to
be nominated by Archinav Holdings, Ltd., a former shareholder of Celebrity, for
a specified period of up to seven years from the date of acquisition. Archinav
Holdings, Ltd. has designated John D. Chandris as its nominee for director. In
addition, until either of them should decide otherwise, Wilhelmsen and Cruise
Associates have agreed to vote their shares of Common Stock in favor of Edwin W.
Stephan and William K. Reilly as directors of the Company.
Pursuant to the Shareholders Agreement, Wilhelmsen has nominated Tor
Arneberg, Kaspar K. Kielland, Peter Lorange and Arne Wilhelmsen as directors of
the Company, and Cruise Associates has nominated Bernard W. Aronson, Laura
Laviada, Eyal Ofer and Thomas J. Pritzker as directors of the Company.
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PROPOSAL 1: ELECTION OF DIRECTORS
Under the current By-Laws and Articles of Incorporation, all directors of
the Corporation are elected annually until the next annual shareholders meeting
and until their successors are duly elected and qualified. However, if the
classified board of directors proposal to be voted on at this Annual Meeting is
approved, the directors will be divided into three classes, Class I, Class II
and Class III, with each director serving for three years and rotating the class
up for election at each annual meeting. At the 1999 Annual Meeting, the nominees
for directors are to be elected to serve either for: (1) one year and until
their successors are duly elected and qualified if the classified board of
directors proposal is not accepted or (2) if the classified board proposal is
accepted, the initial Class I directors will be elected for one year, the
initial Class II directors for two years and the initial Class III directors for
three years and until their successors are duly elected and qualified.
Successors to the directors in each class would then be elected for three year
terms. The nominees for these directorships are identified below. Each nominee
currently serves as a director of the Company. Should any of these nominees
become unable to accept nomination or election (which is not anticipated), it is
the intention of the persons designated as proxies to vote for the election of
the remaining nominees and for such substitute nominees as the Board of
Directors may designate.
Set forth below are the names of the nominees for the twelve director
positions and the class of the director as proposed in the classified board
proposal (Proposal No. 2). With respect to each nominee, the information
presented includes such person's age, the time when such person first became a
director, any other position held with the Company, such person's principal
occupations during the past five years and any directorships held by such
nominee in public or certain other companies.
CLASS I
Bernard W. Aronson, 52, has served as a Director since July 1993. Mr.
Aronson is currently Chairman of ACON Investments, LLC and Newbridge Andean
Partners, L.P. Prior to that he served as international advisor to Goldman,
Sachs & Co. From June 1989 to July 1993, Mr. Aronson served as Assistant
Secretary of State for Inter-American Affairs. Prior thereto, Mr. Aronson served
in various positions in the private and government sectors. Mr. Aronson is a
member of the Council on Foreign Relations. Since January 1998, Mr. Aronson has
served as a director of Liz Claiborne, Inc. Mr. Aronson serves on the Company's
Audit, Compensation and Stock Option Committees.
John D. Chandris, 48, has served as a Director since July 1997. Mr.
Chandris is Chairman of Chandris (UK) Limited, a shipbrokering office based in
London, England. Until September 1997, Mr. Chandris also served as Chairman of
Celebrity Cruise Lines Inc. Mr. Chandris is a director of Leathbond Limited, a
U.K. real estate company, and serves on the Board of the classification society,
Lloyd's Register. Mr. Chandris serves on the Company's Environmental Committee.
Richard D. Fain, 51, has served as a Director since 1981. Mr. Fain has
served as Chairman and Chief Executive Officer of the Company since April 1988.
Mr. Fain is vice chairman of the International Council of Cruise Lines, an
industry trade organization, and served as its chairman from 1992 to 1994. Mr.
Fain is a director of Assuranceforeningen GARD, a mutual shipowners' insurance
organization. Mr. Fain has been involved in the shipping industry for over 20
years. Mr. Fain has served as a director of SEMX Corporation, a manufacturer of
electronics packaging materials, since November 1991. Mr. Fain serves on the
Company's Stock Option Committee.
Kaspar K. Kielland, 69, has served as a Director since July 1993. Until May
1996, Mr. Kielland served as Chairman of Kvaerner A/S, a company of diversified
shipping, shipbuilding and energy businesses. From 1980
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through 1988, Mr. Kielland served as President and Chief Executive Officer of
Elkem A/S, a company engaged in aluminum and ferro-alloys. Since 1991, Mr.
Kielland has served as a Director of Anders Wilhelmsen & Co. A/S. In 1985, Mr.
Kielland was awarded the Knight 1st Class of the Royal Norwegian Order of St.
Olav.
CLASS II
Tor Arneberg, 70, has served as a Director since November 1988. Mr.
Arneberg is a senior advisor and has served as an Executive Vice President of
Nightingale & Associates, a management consulting company, since 1982. From 1975
until 1982, Mr. Arneberg co-founded and operated AgTek International, a company
involved in the commercial fishing industry. Prior thereto, Mr. Arneberg was
director of marketing for Xerox Corporation. He is an executive trustee and vice
president of the American Scandinavian Foundation and received a silver medal in
the 1952 Summer Olympics in Helsinki, Finland as a member of the Norwegian
Olympic Yachting Team. Mr. Arneberg is Chairman of the Company's Audit,
Compensation and Stock Option Committees.
Peter Lorange, 55, has served as a Director since July 1993. Since 1993,
Dr. Lorange has served as the President of IMD, International Institute for
Business Development, an institute for studies in corporate management. Dr.
Lorange received a Doctorate in Business Administration in 1972 from Harvard
University and has written numerous publications on the subject of corporate
management. From 1979 until 1990, Dr. Lorange held various teaching positions at
the Wharton School, University of Pennsylvania. From 1990 until 1993, he was
President of the Norwegian School of Management and served as Chairman of the
Board of Citibank Norway A/S. Dr. Lorange is also a director of Citibank
International PLC and ISS A/S.
Thomas J. Pritzker, 48, has served as a Director since February 1999. Mr.
Pritzker is President of The Pritzker Organization and a partner in the law firm
of Pritzker & Pritzker. He is Chairman of Hyatt Hotels and Resorts, Chairman of
Hyatt International and President of Hyatt Corporation. Mr. Pritzker is also a
founder and Chairman of First Health Corporation, a publicly traded company
engaged in the managed care industry, and a Founder and a Director of Triton
Container Holding, Ltd., a major lessor of dry van containers. Mr. Pritzker is a
member of the Board of Trustees of the University of Chicago and the Art
Institute of Chicago where he is Chairman of the Committee on Asian Art.
Edwin W. Stephan, 67, has served as a Director since January 1996. From the
inception of Royal Caribbean Cruise Line in 1968 through 1995, Mr. Stephan
served as President or General Manager of the Company. Mr. Stephan has been
involved in the cruise industry for over 30 years.
CLASS III
Laura Laviada, 48, has served as a Director since July 1997. Ms. Laviada is
the President and Chief Executive Officer of Editorial Televisa, the largest
Spanish language magazine publishing company based in Mexico and a Grupo
Televisa subsidiary. A former magazine editor, Ms. Laviada began her career in
1979 when she founded Tu magazine. In 1988, she created Eres and two years later
created Somos. In 1995, when Editorial Eres merged with Editorial Televisa, Ms.
Laviada was named President and Chief Executive Officer of the company.
Eyal Ofer, 48, has served as a Director since May 1995. Mr. Ofer has served
as the Chief Executive Officer of Carlyle Properties, Limited, a real estate
management company, since May 1991. Mr. Ofer serves on the Company's
Environmental Committee.
William K. Reilly, 59, has served as a Director since January 1998. Mr.
Reilly is the chief executive officer of Aqua International Partners, an
investment group that finances water purification in developing countries. From
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<PAGE> 9
1989 to 1993, Mr. Reilly served as the Administrator of the U.S. Environmental
Protection Agency. He has also previously served as the Payne Visiting Professor
at Stanford University's Institute of International Studies, president of World
Wildlife Fund and of The Conservation Foundation, executive director of the
Rockefeller Task Force on Land Use and Urban Growth and Chairman of the Natural
Resources Council of America. He serves on the Board of Trustees of the National
Geographic Society, World Wildlife Fund, the Packard Foundation, Yale University
Corporation, the American Farmland Trust and the Education and Training
Institute of North America. He also serves as a director of Dupont, Conoco and
Evergreen Holdings. Mr. Reilly is Chairman of the Company's Environmental
Committee.
Arne Wilhelmsen, 69, has served as a Director since 1968. Mr. Wilhelmsen,
one of the founders of Royal Caribbean Cruise Line, is a principal and Chairman
of the Board of Anders Wilhelmsen & Co. A/S and other holding companies in the
Anders Wilhelmsen & Co. Group. Mr. Wilhelmsen has been involved in the shipping
industry for over 40 years.
The election of each of the nominees to the Board of Directors requires the
approval of a majority of the votes cast at the Annual Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE NOMINEES NAMED ABOVE.
BACKGROUND TO PROPOSALS 2 AND 3
On February 10, 1999, the Board of Directors voted unanimously to amend the
Company's By-Laws to restrict the ability of shareholders to call a special
meeting and to require advance notice of shareholder proposals. These amendments
are discussed below and do not require shareholder approval. Further, the Board
of Directors voted unanimously to recommend to shareholders the implementation
of a classified board (Proposal 2) and to provide for a supermajority vote of
shareholders to amend the Articles of Incorporation and to approve shareholder
amendments to the By-Laws (Proposal 3) (the recent amendments to the Company's
By-Laws together with Proposals 2 and 3 are together referred to as the
"Shareholder Protection Measures").
PRINCIPAL ADVANTAGES
The principal reason for the adoption of the Shareholder Protection
Measures is to enable the Board of Directors to effectively respond to third
party proposals for the acquisition or restructuring of the Company in a manner
that protects the best interests of the Company and its shareholders, thereby
reducing the Company's potential vulnerability to unsolicited or hostile
attempts to obtain control of the Company. The Board of Directors believes that
unsolicited takeover attempts may be unfair or disadvantageous to the Company
and its shareholders because, among other reasons: (i) a non-negotiated takeover
bid may be timed to take advantage of temporarily depressed stock prices; (ii) a
non-negotiated takeover bid may be designed to foreclose or minimize the
possibility of more favorable competing bids or alternative transactions; and
(iii) a non-negotiated takeover bid may often deprive the shareholders of an
adequate opportunity to evaluate the merits of the proposed transaction.
The Shareholder Protection Measures are designed to encourage any person
who might seek to acquire control of the Company first to consult with the
Company's Board of Directors and to negotiate the terms of any proposed business
combination. This is important to ensure that proper account is taken of the
underlying and long-term values of the Company's business and its assets, the
possibilities for alternative transactions on more favorable terms and
anticipated favorable developments in the Company's business not yet reflected
in the stock price. The Board believes that, for the protection of the Company's
shareholders, any proposed acquisition of control of the Company, and any
proposed business combination in which the Company might be involved, should be
thoroughly studied by the Company's Board of Directors to assure that such
transaction would be in the best interests of the Company and its shareholders
and that all of the Company's shareholders are treated
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fairly. The Board of Directors believes that the Shareholder Protection Measures
are prudent and in the best interests of the Company and its shareholders and
should be adopted for their protection.
POSSIBLE DISADVANTAGES
Nevertheless, the Shareholder Protection Measures may be disadvantageous if
they discourage a future takeover attempt which is not approved by the Board,
but which many shareholders may deem to be in their best interests or in which
shareholders may receive a substantial premium for their shares over the then
current market value or over their cost basis in such shares. Such measures
could also delay or frustrate the assumption of control by a holder of a large
block of the Company's shares or a change in the composition of the incumbent
Board of Directors, even if many shareholders considered such actions to be
beneficial. Furthermore, the Shareholder Protection Measures will not
necessarily ensure or guarantee that shareholders will receive a price for their
shares in connection with an acquisition of control of the Company that reflects
the value of such shares, or that the price received will be fair or equitable,
although in the opinion of the Board of Directors the likelihood that the price
will reflect such value and be fair and equitable will be increased by the
adoption of the Shareholder Protection Measures.
While it is possible for shareholder protection measures to be misused to
resist reasonable takeover actions contrary to a board's fiduciary obligations,
the Board of Directors is aware of, and committed to, its fiduciary obligations.
The recent By-Law amendments adopted by the Board of Directors and Proposals 2
and 3 are not in response to any efforts of which the Company is aware to
accumulate the Company's common stock or to obtain control of the Company.
OTHER MEASURES
The Company's By-Laws previously provided that special meetings of
shareholders could be called at any time by the Board of Directors, the Chief
Executive Officer, or by shareholders holding at least 20% of the Company's
common stock. The Board of Directors has recently amended the Company's By-Laws
to increase the shareholder vote to call a special meeting from 20% to 50%. This
amendment is intended to promote stability of the Company's Board of Directors
and to render more difficult certain unsolicited or hostile attempts to take
over the Company which could divert the attention of the Company's directors,
officers and employees from running the business. The Company believes that this
restriction is warranted as a prudent corporate governance measure to prevent a
minority of shareholders from prematurely forcing shareholder consideration of a
proposal over the opposition of the Board of Directors as special meetings in
such circumstances would invoke substantial expense and diversion of board and
management time.
The Board of Directors has also recently amended the Company's By-Laws,
effective as of the 1999 Annual Meeting of Shareholders, to require that any
shareholder proposal or nomination for election to the Board be submitted to the
Secretary of the Company at least 120 days in advance of the first anniversary
of the Company's last annual meeting. If the shareholder proposal concerns a
nominee for the Board of Directors, the notice must set forth certain
information relating to such nominee. In either case, the notice must also set
forth the name and address of the shareholder making the proposal, the number of
shares owned by such shareholder and the nature of such holdings. The purpose of
the advance notice requirement is to provide the Board a reasonable opportunity
to consider a shareholder proposal, to determine what form of response is
warranted and, if applicable, to communicate such response to the other
shareholders prior to the meeting. With respect to director nominees, the
advance notice requirement will provide the Board a reasonable opportunity to
consider and verify the credentials of such nominees and their willingness to
serve prior to the meeting. Shareholders will also benefit as they will have the
opportunity to cast an informed vote or proxy at, or prior to, the meeting. The
Board believes that these benefits significantly outweigh the restrictions that
an advance notice requirement may impose on shareholders.
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PROPOSALS OF SHAREHOLDERS INTENDED TO BE PRESENTED AT THE NEXT ANNUAL
MEETING MUST BE RECEIVED BY THE SECRETARY OF THE COMPANY NO LATER THAN JANUARY
13, 2000 AT THE COMPANY'S EXECUTIVE OFFICES: 1050 CARIBBEAN WAY, MIAMI, FL
33132.
PROPOSAL 2: PROPOSED AMENDMENTS TO THE BY-LAWS AND ARTICLES OF
INCORPORATION REGARDING CLASSIFICATION OF THE BOARD OF DIRECTORS
The By-Laws currently provide that all directors are to be elected to the
Company's Board of Directors annually until the next Annual Meeting of
Shareholders and until their successors have been elected and qualified. The
proposed amendment to the By-Laws would add a provision that divides the Board
of Directors into three Classes: Class I, Class II and Class III, with the
directors in each class to hold office for staggered terms of three years each.
If the proposal is adopted, all directors will be elected to their classified
terms as described in this Proxy Statement. Initially, the term of the Class I
directors would expire at the next annual meeting in 2000 and the terms of Class
II and Class III directors would expire, respectively, at the 2001 and 2002
annual meetings and, in each case, when their successors have been duly elected
and qualified. Successors to the directors in each class would then be elected
for three year terms. The amendment would thus have the effect of causing only
one class of directors per year to be elected, with the directors in the other
two classes remaining in office until the elections held in later years. The
proposed amendment to the Articles of Incorporation would delete the current
provision that the directors serve terms of equal duration.
In recent years, accumulations by third parties of substantial stock
positions in public companies frequently have been preludes to hostile attempts
to take over or restructure such corporations or to sell all or part of such
corporation's assets or to take other similar extraordinary action. Such actions
are often undertaken by the third party without advance notice to, or
consultation with, management. In many cases, such third parties position
themselves through stock ownership to seek representation on a board of
directors in order to increase the likelihood that they will be able to
implement proposed transactions opposed by the corporation's management. If the
corporation resists the efforts of the third party to obtain representation on
the board, the third party may commence a proxy contest to have its nominees
elected in place of some or all of the existing directors. In some cases, a
third party may not truly be interested in taking over the corporation, but may
seek to use the threat of a proxy or a bid to take over the corporation, or
both, as a means of obtaining for itself a special benefit which might not be
available to all of the corporation's shareholders.
The Board of Directors believes that, if adopted, the classified board
amendments will promote continuity and stability in the Company's management and
decision making and will help assure that the Board, if confronted by a proposal
from a third party which has acquired a significant block of the Company's
common stock, will have sufficient time to review the proposal and take
appropriate actions. Further, a classified board will remove the risk of the
entire Board being replaced in such a situation. Such a threat would severely
curtail the Board's ability to negotiate effectively. Under such pressure,
management could be deprived of the time and information necessary to evaluate
the takeover proposal, to seek and study alternative proposals that may better
serve the interests of the Company's shareholders, and in an appropriate case,
to help achieve a better price in any transaction which may ultimately occur.
The Company's Articles of Incorporation and By-Laws do not permit the
shareholders to remove a director from office without cause prior to the end of
his or her term. Accordingly, unless there is cause and sufficient strength to
remove a particular director or directors, at a minimum, two successive annual
meetings will normally be required in order to replace a majority of the
classified Board of Directors and effect a forced change in the business and
affairs of the Company. In addition, if Proposal 3 is adopted, the provision for
a classified board will only be able to be amended or repealed by the
affirmative vote of the holders of two-thirds of the outstanding shares of the
Company entitled to vote.
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Takeovers or changes in management of the Company which are proposed and
effected without prior negotiation with the Company's management are not
necessarily detrimental to the Company and its shareholders. However, the Board
believes that the benefits of seeking to protect its ability to negotiate with
the proponent of an unfriendly or unsolicited proposal to take over or
restructure the Company outweigh the disadvantages of discouraging such
proposals.
The approval of the amendment to the By-Laws for classification of the
Board requires the approval of a majority of the votes cast at the Annual
Meeting. The approval of the corresponding amendment to Article Seventh of the
Company's Articles of Incorporation requires approval by the holders of a
majority of all outstanding shares entitled to vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF (I) AN
AMENDMENT TO ARTICLE SEVENTH OF THE ARTICLES OF INCORPORATION TO DELETE THE
CURRENT PROVISION THAT THE DIRECTORS SERVE TERMS OF EQUAL DURATION, AND (II) THE
ADOPTION OF THE FOLLOWING AMENDMENT TO SECTION 3.02 OF THE BY-LAWS:
TEXT OF PROPOSED AMENDMENT
"SECTION 3.02 Number and Term of Office.
The Board of Directors shall consist of twelve directors. The Board of
Directors shall be divided into three classes, as nearly equal in number as
the then total number of directors constituting the entire Board permits,
with the term of office of one class expiring each year. The initial Class
I directors elected by the shareholders of the Corporation shall hold
office for a term expiring at the 2000 annual meeting of shareholders and
until their successors shall have been elected and qualified; the initial
Class II directors elected by the shareholders of the Corporation shall
hold office for a term expiring at the 2001 annual meeting of shareholders
and until their successors shall have been elected and qualified; and the
initial Class III directors elected by the shareholders of the Corporation
shall hold office for a term expiring at the 2002 annual meeting of
shareholders and until their successors have been elected and qualified. At
each such annual meeting of shareholders and at each annual meeting
thereafter, successors to the class of directors whose term expires at that
meeting shall be elected for a term expiring at the third annual meeting of
shareholders following their election and until their successors have been
elected and qualified.
In the event of any change in the number of directors, the Board of
Directors shall apportion any newly created directorships among, or reduce
the number of directorships in, such class or classes as shall equalize, as
nearly as possible, the number of directors in each class."
PROPOSAL 3: PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION
REQUIRING SUPERMAJORITY APPROVAL FOR AMENDMENTS TO THE ARTICLES OF
INCORPORATION OR FOR SHAREHOLDER AMENDMENTS TO THE BY-LAWS
Currently, the Articles of Incorporation can be amended by the affirmative
vote of the holders of a majority of all outstanding shares of the Company
entitled to vote thereon. The By-Laws can be amended by a majority of the votes
cast at a meeting of shareholders of shares entitled to vote thereon. The
proposed amendment to the Articles of Incorporation would require that any
amendment to the Articles of Incorporation or any shareholder proposal to amend
the By-Laws of the Company would require, subject to certain exceptions, the
authorization by the affirmative vote of the holders of not less than two-thirds
of all outstanding shares entitled to vote thereon. This proposed amendment
would not apply to (i) an amendment to change the Company's registered agent or
registered address; (ii) an amendment to change the authorized number of shares
of stock which the Company shall have authority to issue, and (iii) an amendment
which arises from the filing of a copy of a resolution establishing and
designating the shares of any class or of any series of any class.
8
<PAGE> 13
Proposal 3 is designed to limit shareholders' ability to amend the
Company's Articles of Incorporation or By-Laws without broad support from the
Company's other voting shareholders. The Board of Directors believes that such
amendments will provide continuity of decision making by the Company's Board of
Directors and will render more difficult certain unsolicited or hostile attempts
to take over the Company which could disrupt the Company and divert the
attention of the Company's directors, officers and employees.
In particular, the supermajority voting requirements will make it more
difficult to amend or repeal the other Shareholder Protection Measures. As
discussed above, it is possible therefore that a supermajority voting
requirement to amend the Company's Articles of Association or By-Laws will
discourage hostile take over attempts or tender offers for control of the
Company which might be approved by many of the Company's shareholders. However,
the Board of Directors believes that such a requirement is necessary to ensure
that the other measures are effective and therefore provide shareholders and the
Company with adequate protection from the risks discussed above.
Under Liberian law, the affirmative vote of the holders of two-thirds of
the outstanding shares of the Company's common stock entitled to notice of, and
to vote at, the meeting is required to adopt the proposed amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE FOLLOWING AMENDMENT TO ARTICLE EIGHTH OF THE ARTICLES OF INCORPORATION:
TEXT OF PROPOSED AMENDMENT
"EIGHTH Amendments to Articles of Incorporation and By-Laws
(a) Subject to subsection (b), any amendment to these Articles of
Incorporation shall require authorization at a meeting of shareholders by
the affirmative vote of the holders of not less than two-thirds of all
outstanding shares of the Corporation entitled to vote thereon.
(b) The provisions of subsection (a) of this ARTICLE EIGHTH shall not
apply to any amendment:
(i) to ARTICLE FOURTH to change the Corporation's registered agent
or registered address; or
(ii) to ARTICLE FIFTH to change the authorized number of shares of
stock which the Corporation shall have authority to issue; or
(iii) arising from the filing of a copy of a resolution
establishing and designating the shares of any class or of any series of
any class pursuant to Section 5.1 of the Business Corporation Act, or
any succeeding provision.
(c) Subject to ARTICLE SEVENTH, the Board of Directors of the
Corporation shall have the power to adopt, amend or repeal the By-Laws of
the Corporation. The shareholders may adopt, amend or repeal the By-Laws of
the Corporation only by the affirmative vote at a meeting of shareholders
by the holders of not less than two-thirds of all outstanding shares of the
Corporation entitled to vote thereon."
OTHER MATTERS
The Board of Directors has no knowledge of any other matters which may come
before the Annual Meeting. If any other matters shall properly come before the
meeting, the persons designated as proxies will have discretionary authority to
vote the shares thereby represented in accordance with their best judgment.
Michael J. Smith,
Secretary
Dated April 5, 1999
9
<PAGE> 14
Document
No. 2
ROYAL CARIBBEAN CRUISES LTD.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1999
The undersigned hereby appoints Richard D. Fain and Richard J. Glasier,
and each of them, as the undersigned's attorneys and agents to vote as Proxy
for the undersigned, as herein stated, at the annual meeting of shareholders of
Royal Caribbean Cruises Ltd. to be held at the Hyatt Regency, Miami, Florida, on
Wednesday, May 12, 1999 at 9:00 A.M., local time, and at any adjournment or
postponement thereof, according to the number of votes the undersigned would be
entitled to vote if personally present, on the proposals set forth on the
reverse side and in accordance with their discretion on any other maters that
may properly come before the meeting or any adjournments or postponements
thereof. The undersigned hereby acknowledges receipt of the Notice and Proxy
Statement, dated April 5, 1999, and Annual Report to Shareholders for 1998.
<PAGE> 15
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE FOLLOWING
PROPOSALS.
Please mark
your votes as
indicated in [X]
this example
<TABLE>
<CAPTION>
The Board of Directors unanimously recommends a vote FOR the following proposals
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C> <C>
1. Election of Directors FOR all nominees WITHHOLD 2. Amendments to the By-Laws and [ ] [ ] [ ]
listed (except as AUTHORITY Articles of Incorporation for
marked to the to vote for all the purpose of implementing a
For the election of Tor Arneberg, contrary) nominees listed classified Board of Directors
Bernard W. Aronson, John D. Chandris,
Richard D. Fain, Kaspar K. Kielland, [ ] [ ] 3. Amendment to the Articles of [ ] [ ] [ ]
Laura Laviada, Peter Lorange, Eyal Incorporation requiring
Ofer, Thomas J. Pritzker, William K. supermajority approval for
Reilly, Edwin W. Stephan and Arne amendments to the Articles
Wilhelmsen of Incorporation and for
shareholder amendments to
INSTRUCTION: To withhold authority to vote for any individual nominee, the By-Laws.
write that nominee's name in the space provided below.
- ------------------------------------------------------------------------
PLEASE FILL IN, DATE SIGN AND RETURN THIS PROXY IN THE
ACCOMPANYING ENVELOPE. NO POSTAGE IS REQUIRED IF
RETURNED IN THE ACCOMPANYING ENVELOPE AND MAILED IN THE
UNITED STATES.
Dated: __________________________________________, 1999
_______________________________________________________
Signature
_______________________________________________________
Signature
Please sign exactly as your name appears on this Proxy.
If acting as executor, administrator, trustee, guardian,
etc., you should so indicate when signing. If a
corporation, please sign the full corporate name by duly
THE SHARES COVERED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO authorized officer. If a partnership, please sign the full
SPECIFICATIONS ARE MADE; THE PROXY WILL BE VOTED IN FAVOR OF THE partnership name by authorized person. If shares are held
PROPOSALS. jointly, each shareholder named should sign.
PLEASE SIGN AND DATE HERE AND RETURN PROMPTLY
</TABLE>
