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As filed with the Securities and Exchange Commission on October 14, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ROYAL CARIBBEAN CRUISES LTD.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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REPUBLIC OF LIBERIA 4481 98-0081645
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
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1050 CARIBBEAN WAY
MIAMI, FLORIDA 33132
(305) 539-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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MICHAEL J. SMITH, ESQ.
VICE PRESIDENT, SECRETARY & GENERAL COUNSEL
1050 CARIBBEAN WAY
MIAMI, FLORIDA 33132
(305) 539-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE, OF
REGISTRANT'S AGENT FOR SERVICE OF PROCESS)
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With copies to:
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JOHN J. MCCARTHY, JR., ESQ. VALERIE FORD JACOB, ESQ.
DAVIS POLK & WARDWELL FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
450 LEXINGTON AVENUE ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10017 NEW YORK, NEW YORK 10004
(212) 450-4000 (212) 859-8000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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, 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, please 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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1)(2) PER UNIT(3) OFFERING PRICE(2) FEE(2)
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Debt Securities(3)..............................
Preferred Stock, par value $.01 per share(3).... $1,000,000,000 100% $1,000,000,000 $278,000
Common Stock, par value $.01 per share(3).......
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities of $1,000,000,000.
(2) Does not include an additional $57,257,812 of securities being carried
forward from Registration Statement No. 333-8708 on Form F-3 pursuant to
Rule 429 of the Securities Act. A registration fee of $16,891 for such
additional securities was previously paid with the filing of the previous
registration statement.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Also includes such indeterminate amount of Debt Securities and number of
shares of Preferred Stock and Common Stock as may be issued upon conversion
of or in exchange for any other Debt Securities or Preferred Stock that
provide for conversion or exchange into other Securities.
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 COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Pursuant to Rule 429 under the Securities Act of 1933, this Registration
Statement contains a prospectus that also relates to $57,257,812 of Debt
Securities, Preferred Stock and Common Stock registered under, and constitutes
Post-Effective Amendment No. 1 to, Registration Statement No. 333-8708 on Form
F-3 previously filed by the Registratant and declared effective on May 15, 1998.
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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 WE ARE NOT SOLICITING OFFERS TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION DATED OCTOBER 14, 1999
PROSPECTUS
ROYAL CARIBBEAN CRUISES LTD.
DEBT SECURITIES, PREFERRED STOCK AND
(LOGO) COMMON STOCK
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Through this prospectus, we may periodically offer:
- shares of our common stock
- shares of our preferred stock and
- our debt securities,
and one or more of our shareholders may periodically offer shares of our common
stock.
The prices and other terms of the securities that we or our shareholders
will offer will be determined at the time of their offering and will be
described in a supplement to this prospectus.
The offering price of all securities issued under this prospectus may not
exceed $1,057,257,812.
Our common stock trades on the New York Stock Exchange and on the Oslo
Stock Exchange under the symbol "RCL." We will list any shares of our common
stock sold under this prospectus on the New York Stock Exchange.
We or our shareholders will sell the securities issued under this
prospectus directly and/or through agents, underwriters or dealers.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is October , 1999.
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ENFORCEABILITY OF CIVIL LIABILITIES
We are a Liberian corporation and our selling shareholders are foreign
corporations or partnerships. The selling shareholders and certain of our
directors and controlling persons are residents of jurisdictions other than the
United States and all or a substantial portion of their assets and a significant
portion of our assets are located outside the United States. As a result, it may
be difficult for investors to serve process within the United States upon us or
those persons or to enforce against us or them judgments obtained in U.S. courts
based upon civil liability provisions of the federal securities laws of the
United States. We have been advised by the law firm of Watson, Farley & Williams
(as to Liberian law), that, both in original actions and in actions for the
enforcement of judgments of U.S. courts, there is doubt as to whether civil
liabilities based solely upon the U.S. federal securities laws are enforceable
in Liberia.
WHERE YOU CAN FIND MORE INFORMATION
We file reports and other information with the Securities and Exchange
Commission. You can read and copy these reports and other information at the
Securities and Exchange Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You can call the Securities and Exchange
Commission at 1-800-SEC-0330 for further information on the Public Reference
Room. You can also read and copy these reports and other information at the
Securities and Exchange Commission's New York regional office at 7 World Trade
Center, Suite 1300, New York, NY 10048, and at its Chicago regional office at
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois, 60661-2511. You can also access this material at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which our
securities are listed and through the Securities and Exchange Commission's web
site at http://www.sec.gov.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information that we file with the Securities and Exchange
Commission. This allows us to disclose important information to you by referring
to those filed documents. Any information referred to in this way is considered
part of this prospectus, and any information that we file with the Securities
and Exchange Commission after the date of this prospectus will automatically
update and supersede this information.
We are incorporating by reference our Annual Report on Form 20-F for the
fiscal year ended December 31, 1998 and our Reports on Form 6-K dated May 13,
1999, May 18, 1999, August 18, 1999 and October 14, 1999 that have been filed
with the Securities and Exchange Commission. We are also incorporating by
reference all subsequent annual reports on Form 20-F and certain Reports on Form
6-K that we file with the Securities and Exchange Commission, if they state that
they are incorporated by reference into this prospectus, that we furnish to the
Securities and Exchange Commission after the date of this prospectus and until
we file a post-effective amendment indicating that the offering of the
securities made by this prospectus has been terminated.
We will provide free of charge copies of any documents that we have
incorporated by reference into this prospectus, other than exhibits that are
incorporated by reference into those documents. To obtain copies you should
contact us at 1050 Caribbean Way, Miami, Florida 33132; Attention: Michael J.
Smith, telephone (305) 539-6000.
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. WE HAVE
NOT, AND ANY UNDERWRITERS HAVE NOT, AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU
WITH DIFFERENT INFORMATION. IF ANYONE PROVIDES YOU WITH DIFFERENT OR
INCONSISTENT INFORMATION, YOU SHOULD NOT RELY ON IT. WE ARE NOT, AND THE
UNDERWRITERS ARE NOT, MAKING AN OFFER TO SELL THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. YOU SHOULD ASSUME THAT
THE INFORMATION APPEARING IN THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS
SUPPLEMENT AS WELL AS INFORMATION WE PREVIOUSLY FILED WITH THE SECURITIES
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AND EXCHANGE COMMISSION AND INCORPORATED BY REFERENCE, IS ACCURATE AS OF THE
DATES ON THE FRONT COVER OF THOSE DOCUMENTS ONLY. OUR BUSINESS, FINANCIAL
CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THOSE
DATES.
THE COMPANY
With our subsidiaries, we are the world's second largest cruise company
with 16 cruise ships and a total of 29,800 berths as of September 30, 1999. Our
ships operate worldwide with a selection of different itineraries that call on
more than 175 destinations.
We are a corporation organized under the laws of the Republic of Liberia.
Our registered office in Liberia is located at 80 Broad Street, Monrovia,
Liberia. Our principal executive office is located at 1050 Caribbean Way, Miami,
Florida 33132, and our telephone number at that address is (305) 539-6000.
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As used in this prospectus, and any accompanying prospectus supplement, the
terms "Royal Caribbean," "we," "our" and "us" refer to Royal Caribbean Cruises
Ltd. and its subsidiaries.
USE OF PROCEEDS
Unless we specify otherwise in an accompanying prospectus supplement, we
will use the net proceeds from the sale of the securities offered by this
prospectus for capital expenditures, the repayment of indebtedness, working
capital and general corporate purposes. We will not receive any proceeds from
any sales of our common stock by our selling shareholders.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the six months ended June 30, 1999 and for each of the preceding five fiscal
years. In calculating this ratio, we take earnings to include net income plus
fixed charges and exclude capitalized interest. Fixed charges include gross
interest expense, amortization of deferred financing expenses and an amount
equivalent to interest included in rental charges. We have assumed that
one-third of rental expense is representative of the interest factor.
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SIX MONTHS FISCAL YEAR
ENDED -------------------------------------------
JUNE 30, 1999 1998 1997 1996* 1995* 1994*
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Ratio of earnings to fixed charges...... 2.9 2.7 2.1 2.4 2.9 3.6
Ratio of earnings to combined fixed
charges and preferred stock
dividends*............................ 2.7 2.5 2.0 2.4 2.9 3.6
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* We had no preferred stock outstanding during fiscal years 1994 through 1996.
Therefore, the ratio of earnings to combined fixed charges and preferred stock
dividends is identical to the ratio of earnings to fixed charges for those
periods.
DESCRIPTION OF DEBT SECURITIES
The following summarizes some of the general terms and conditions of the
debt securities that we may issue under this prospectus. Each time we issue debt
securities, we will file a prospectus supplement with the Securities and
Exchange Commission. The prospectus supplement may contain additional terms of
those debt securities. The terms presented here, together with the terms
contained in the prospectus supplement, will be a description of the material
terms of the debt securities, but if there is any inconsistency between the
terms presented here and those in the prospectus supplement, those in the
prospectus supplement will apply and will replace those presented here.
We will issue the debt securities under an indenture, dated as of July 15,
1994, between us and The Bank of New York, as successor to NationsBank of
Georgia, National Association, as trustee. We will issue each series of debt
securities under the terms of a supplemental indenture or an officers'
certificate delivered under the authority of resolutions adopted by our board of
directors and
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the indenture. The terms of any debt securities will include those stated in the
indenture and those made part of the indenture by reference to the Trust
Indenture Act of 1939. The debt securities will be subject to all those terms,
and we refer the holders of debt securities to the indenture and the Trust
Indenture Act for a statement of those terms.
The following summaries of various provisions of the indenture and the debt
securities are not complete. Unless we indicate otherwise, capitalized terms
have the meanings given to them in the indenture. All section references below
are to sections of the indenture.
GENERAL
The debt securities will be unsecured senior obligations and will rank
equally with all of our other unsecured and unsubordinated debt. The indenture
does not limit the aggregate principal amount of debt securities that we may
issue, and we may issue debt securities periodically in series. We do not have
to issue all the debt securities of one series at the same time and, unless we
otherwise specify in a prospectus supplement, we may reopen a series to issue
more debt securities of that series without the consent of any holder of debt
securities. (Sections 301 and 303) The indenture provides that more than one
trustee may be appointed under the indenture to act on behalf of the holders of
the different series of debt securities.
We refer you to the prospectus supplement relating to the debt securities
of any particular series for a description of the terms of those debt
securities, including, where applicable:
(1) the title of those debt securities;
(2) the aggregate principal amount of those debt securities and any
limit on the aggregate principal amount of those debt securities;
(3) the person to whom any interest (which includes any additional
amounts, see "--Tax Related Considerations -- Payment of Additional
Amounts") on those debt securities will be payable, if not the
person in whose name a debt security is registered at the close of
business on the regular record date for that interest;
(4) the date or dates on which the principal of those debt securities is
payable, or the method by which that date or those dates will be
determined;
(5) the interest rate or rates, which may be fixed or variable, of those
debt securities, if there is any interest, or the method by which
that rate or those rates will be determined;
(6) the date or dates from which interest will accrue and the dates on
which interest will be payable;
(7) the regular record date for any interest payable on any interest
payment date or the method by which that date will be determined;
(8) the basis upon which interest will be calculated if not based on a
360-day year of twelve 30-day months;
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(9) the place or places where the principal of and any premium and
interest on those debt securities will be payable;
(10) the times at which, prices at which, currency in which and the
other terms and conditions upon which those debt securities may be
redeemed, in whole or in part, at our option;
(11) any obligation we have to redeem, repay, or purchase those debt
securities according to any sinking fund or similar provisions or
at a holder's option and the times at which, prices at which,
currency in which and the other terms and conditions upon which
those debt securities will be redeemed, repaid or purchased;
(12) our right to defease those debt securities or various restrictive
covenants and events of default applicable to those debt securities
under limited circumstances (see "--Defeasance -- Defeasance and
Discharge -- Defeasance of Certain Covenants");
(13) if not in United States dollars, the currency in which we are to
pay principal of and any premium and interest on those debt
securities and the equivalent of those amounts in United States
dollars;
(14) any index, formula or other method used to determine the amount of
the payments of principal of or any premium and interest on those
debt securities;
(15) if those debt securities are to be issued only in the form of a
global security as described under "Book-Entry Debt Securities,"
the depositary for those debt securities or its nominee and the
circumstances under which the global security may be registered for
transfer or exchange or authenticated and delivered in the name of
a person other than the depositary or its nominee;
(16) if any payment, other than the principal of or any premium or
interest on those debt securities, may be payable, at our or a
holder's election, in a currency that is not the currency in which
those debt securities are denominated or stated to be payable, the
terms and conditions upon which that election may be made;
(17) if not the entire principal amount of those debt securities, the
portion of the principal amount of those debt securities which will
be payable upon declaration of acceleration or, if the debt
securities are convertible, the portion of the principal amount of
those debt securities that is convertible under the provisions of
the indenture;
(18) any provisions granting special rights to the holders of those debt
securities if specified events occur;
(19) any deletions from, modifications of or additions to, the events of
default or our covenants applicable to those debt securities,
whether or not those events of default or covenants are consistent
with the events of default or covenants described in this
prospectus;
(20) whether and under what circumstances we will not pay additional
amounts on those debt securities to a holder and whether or not we
may redeem those debt securities rather than pay those additional
amounts and the terms of that option to redeem;
(21) any obligation we have to convert those debt securities into shares
of our common stock or preferred stock and the initial conversion
price or rate, the conversion period, any adjustment of the
applicable conversion price, any requirements regarding the
reservation of shares of our capital stock for the conversion and
other terms and conditions of the conversion and
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(22) any other terms of those debt securities. (Section 301)
The debt securities may provide that less than their entire principal
amount will be payable upon acceleration of their maturity ("original issue
discount securities"). We will describe any special U.S. federal income tax,
accounting and other considerations that apply to original issue discount
securities in the applicable prospectus supplement.
DENOMINATIONS, INTEREST, REGISTRATION AND TRANSFER
Unless we indicate otherwise in the applicable prospectus supplement, we
will issue the debt securities of any series in denominations of $1,000 and
integral multiples of $1,000. (Section 302)
Unless we otherwise specify in the applicable prospectus supplement, we
will pay the principal of and any premium and interest on any series of debt
securities at the corporate trust office of the trustee, currently located at
Towermarc Plaza, 10161 Centurion Parkway, Jacksonville, Florida 32256. However,
we may pay interest by check mailed to the address in the security register of
the person entitled to that interest or by wire transfer of funds to that
person's U.S. bank account. (Sections 301, 305, 306, 307 and 1002)
Any interest on a debt security that we do not punctually pay or provide
for on an interest payment date will after that date not be payable to the
holder on the related regular record date. Instead, that interest may either be
paid to the person in whose name that debt security is registered at the close
of business on a special record date designated by the trustee or be paid at any
time in any other lawful manner as described in the indenture. If the trustee
establishes a special record date, it will notify the holder of that date not
less than 10 days prior to that date.
Subject to some limitations imposed on debt securities issued in book-entry
form, a holder may exchange debt securities of any series for other debt
securities of that series as long as the newly issued debt securities are issued
in the same aggregate principal amount as the debt securities being exchanged
and in an authorized denomination. The holder must surrender the debt securities
to be exchanged at the corporate trust office of the trustee. In addition,
subject to some limitations imposed on debt securities issued in book-entry
form, a holder may surrender for conversion, if convertible, or register for
transfer of the debt securities of any series at the corporate trust office of
the trustee. Every debt security surrendered for conversion or registration of
transfer or exchange must be endorsed or accompanied by a written instrument of
transfer. We will not impose a service charge for any registration of transfer
or exchange of any debt securities, but we may require payment of an amount that
will cover any tax or other governmental charge payable as a result of the
transfer or exchange. (Section 305) If we designate a transfer agent for any
series of debt securities, we may rescind that designation at any time. We may
also approve a new location for that transfer agent to act, provided that we
maintain a transfer agent in each place of payment for that series of debt
securities. We may at any time designate additional transfer agents for any
series of debt securities. (Section 1002)
In the event any redemption of any series of debt securities in part,
neither we nor the trustee will be required to:
(1) issue, register the transfer of or exchange debt securities of that
series, during the period beginning at the opening of business 15
days before the mailing of the redemption notice for those debt
securities and ending at the close of business on the mailing date
of the redemption notice; or
(2) register the transfer of or exchange any debt security or any
portion of a debt security called for redemption, except the
unredeemed portion of any debt security being redeemed in part.
(Section 305)
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COVENANTS
We will describe any particular covenants relating to a series of debt
securities in the prospectus supplement relating to that series. We will also
state in that prospectus supplement whether the "covenant defeasance" provisions
described below will apply to those covenants.
RESTRICTIONS ON CONSOLIDATION, MERGER AND CERTAIN SALES OF ASSETS
Without the consent of the holders, we may consolidate with or merge with
or into, or convey, transfer or lease our properties and assets substantially as
an entirety to, any person and may permit any person to merge with or into, or
convey, transfer or lease its properties and assets substantially as an entirety
to us if:
(1) immediately after giving effect to that transaction, and treating
any indebtedness that becomes our obligation as a result of the
transaction as having been incurred by us at the time of the
transaction, no event of default and no event which after notice or
lapse of time or both would become an event of default shall have
occurred and be continuing; and
(2) the successor person assumes all our obligations under the
indenture; provided that the successor person is a corporation,
trust or partnership organized under the laws of the United States,
any state of the United States, the District of Columbia, the
Republic of Liberia or any country recognized by the United States.
(Article Eight)
EVENTS OF DEFAULT
Except as we may otherwise provide in a prospectus supplement for any
particular series of debt securities, the following events are "events of
default" for any series of debt securities:
(1) our failure to pay interest or any additional amounts on those debt
securities for 30 days after that interest or those additional
amounts become due;
(2) our failure to pay the principal or any premium on those debt
securities when due at maturity;
(3) our failure to deposit any sinking fund payment for those debt
securities when due;
(4) our failure to perform any other covenants in the indenture for 60
days after written notice has been given as provided in the
indenture;
(5) our failure to pay when due any payment on, or the acceleration of,
any of our indebtedness for money borrowed that exceeds $30 million
in the aggregate under any mortgages, indentures (including the
indenture for the debt securities) or instruments under which we may
have issued, or which there may have been secured or evidenced, any
of our indebtedness for money borrowed, if that indebtedness is not
discharged or the acceleration is not annulled within 30 days after
written notice has been given as provided in the indenture;
(6) the occurrence of certain events of bankruptcy, insolvency or
reorganization or
(7) the occurrence of any other event of default that we provide for
debt securities of that series. (Section 501)
If an event of default affecting any series of debt securities occurs and
continues, either the trustee or the holders of at least 25% of the aggregate
principal amount of the debt securities of that series then outstanding may
declare the principal amount (or, if the debt securities of that series are
original issue discount securities or indexed securities, the portion of the
principal amount specified in
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the terms of that series) of all of the debt securities of that series to be
immediately due and payable. At any time after a declaration of acceleration
affecting debt securities of any series has been made, but before a judgment or
decree based on acceleration has been obtained, the holders of a majority in
principal amount of the debt securities outstanding of that series may, under
limited circumstances, rescind and annul that acceleration. (Section 502)
The indenture requires that we file annually with the trustee a certificate
of our principal executive, financial or accounting officer as to his or her
knowledge of our compliance with all conditions and covenants of the indenture.
(Section 1005)
We refer you to the prospectus supplement relating to each series of debt
securities that are original issue discount securities for the particular
provisions regarding acceleration of the maturity of a portion of the principal
amount of those original issue discount securities if an event of default occurs
and continues.
Subject to the provisions of the indenture relating to the trustee's
duties, if an event of default occurs and continues, the indenture provides that
the trustee is not required to exercise any of its rights or powers under the
indenture at the request, order or direction of holders unless those holders
have offered to the trustee reasonable indemnity. (Section 603) Subject to those
provisions regarding indemnification and rights of the trustee, the indenture
provides that the holders of a majority in principal amount of the debt
securities then outstanding have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the trustee or
exercising any trust or power conferred on the trustee. (Section 512)
DEFEASANCE
The obligations that we have under the indenture will not apply to the debt
securities of a series (except for our obligations to register any transfer or
exchange of those debt securities and provide for additional amounts) when all
those debt securities:
(1) have been delivered to the trustee for cancellation;
(2) have become due and payable or
(3) will upon their stated maturity or redemption within one year become
due and payable,
and we have irrevocably deposited with the trustee as trust funds for that
purpose an amount sufficient to pay and discharge the entire indebtedness on
those debt securities.
The prospectus supplement relating to the debt securities of any series
will state if any additional defeasance provisions will apply to those debt
securities.
Defeasance and Discharge
The indenture allows us to elect to defease and be discharged from all of
our obligations with respect to any series of debt securities then outstanding
(except for those obligations to pay additional amounts, register the transfer
or exchange of the debt securities, replace stolen, lost or multilated debt
securities, maintain paying agencies and hold moneys for payment in trust)
provided the following conditions have been satisfied:
(1) We have deposited in trust with the trustee (a) funds in the
currency in which the debt securities are payable, or (b) if the
debt securities are denominated in United States dollars, (A) U.S.
Government Obligations or (B) a combination of United States dollars
and U.S. Government Obligations in each case, in an amount
sufficient to pay and discharge the principal, interest, premium and
any mandatory sinking fund payments on the outstanding debt
securities of the series and
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(2) We have delivered to the trustee an opinion of counsel that states
that the discharge will not be considered, or result in, a taxable
event to the holders of the debt securities of the series. (Section
403)
Defeasance of Certain Covenants
The indenture states that if the debt securities of a series so provide, we
need not comply with some restrictive covenants applicable to those debt
securities (except for our obligation to pay additional amounts) and that our
failure to comply with those covenants will not be considered events of default
under the indenture and those debt securities if the following conditions have
been satisfied:
(1) We have deposited in trust with the trustee (a) funds in the
currency in which the debt securities are payable, or (b) if those
debt securities are denominated in United States dollars, (A) U.S.
Government Obligations or (B) a combination of United States dollars
and U.S. Government Obligations in each case, in an amount
sufficient to pay and discharge the principal, interest, premium and
any mandatory sinking fund payments on the outstanding debt
securities of the series and
(2) We have delivered to the trustee an opinion of counsel that states
that the discharge will not be considered, or result in, a taxable
event to the holders of the debt securities of the series.
MODIFICATION OF THE INDENTURE
We and the trustee may modify or amend the indenture if we obtain the
consent of the holders of a majority in aggregate principal amount of the
outstanding debt securities of each series affected by the modification or
amendment. However, the indenture may not be modified or amended to:
(1) change the stated maturity of the principal of, or any installment
of principal of or any interest on, any debt security;
(2) reduce the principal amount of any debt security;
(3) reduce the rate of interest on any debt security;
(4) reduce any additional amounts payable on any debt security;
(5) reduce any premium payable upon the redemption of any debt security;
(6) reduce the amount of the principal of an original issue discount
security that would be due and payable upon a declaration of
acceleration of its maturity under the terms of the indenture;
(7) change any place of payment where, or the currency in which any debt
security or any premium or interest on that debt security is
payable;
(8) impair the right to institute suit for the enforcement of any
payment of principal of or premium or any interest on any debt
security on or after its stated maturity, or, in the case of
redemption, on or after the redemption date;
(9) reduce the percentage in principal amount of the outstanding debt
securities of any series, the consent of whose holders is required
for the supplemental indenture;
(10) reduce the percentage in principal amount of the outstanding debt
securities of any series, the consent of whose holders is required
for any waiver of compliance with certain provisions of the
indenture or certain defaults under the indenture and their
consequences or
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<PAGE> 11
(11) modify any of the provisions relating to supplemental indentures,
waiver of past defaults or waiver of certain covenants, except to
increase the percentage in principal amount of the outstanding debt
securities of a series required for the consent of holders to
approve a supplemental indenture or a waiver of a past default or
compliance with certain covenants or to provide that certain other
provisions of the indenture cannot be modified or waived without
the consent of the holder of each outstanding debt security that
would be affected by such a modification or waiver;
without the consent of the holders of each of the debt securities affected by
that modification or amendment.
We and the trustee may amend the indenture without the consent of any
holder of debt securities for any of the following purposes:
(1) to evidence that another person is our successor and that that
person has assumed our covenants in the indenture and in the debt
securities as obligor;
(2) to add to our covenants for the benefit of the holders of all or any
series of debt securities;
(3) to surrender any right or power conferred upon us in the indenture;
(4) to add additional events of default;
(5) to add or change any provisions of the indenture to the extent
necessary to permit or facilitate issuing debt securities in bearer
form, whether registrable or not as to principal, and with or
without interest coupons;
(6) to permit or facilitate the issuance of debt securities in
uncertificated form;
(7) to add to, change or eliminate any of the provisions of the
indenture affecting one or more series of debt securities, provided
that the addition, change or elimination
(a) shall not
(X) apply to debt securities of any series created before the
execution of the supplemental indenture and entitled to the
benefit of that provision or
(Y) modify the rights of any holder of those outstanding debt
securities with respect to such provision or
(b) shall become effective only when there are no such debt
securities of that series outstanding;
(8) to establish the form or terms of debt securities of any series as
permitted by the indenture, including any provisions and procedures
relating to debt securities convertible into our common stock or
preferred stock;
(9) to evidence and provide for the acceptance of appointment of a
successor trustee for the debt securities of one or more series and
to add to or change any of the provisions of the indenture necessary
to provide for or facilitate the administration of the trusts under
the indenture by more than one trustee;
(10) to secure the debt securities;
(11) to supplement any of the provisions of the indenture to the extent
necessary to permit or facilitate the defeasance and discharge of
any series of debt securities under the indenture if doing so does
not adversely affect the interests of the holders of debt
securities of that series or any other series in any material way;
10
<PAGE> 12
(12) to cure any ambiguity, to correct or supplement any provision in
the indenture which may be inconsistent with any other provision in
the indenture if doing so does not adversely affect the interests
of the holders of debt securities of that series or any other
series in any material way or
(13) to make any other provisions regarding matters or questions arising
under the indenture if doing so does not adversely affect the
interests of the holders of debt securities of that series or any
other series in any material way. (Section 901)
CONVERSION RIGHTS
We will describe any terms and conditions upon which the debt securities
are convertible into our common stock or preferred stock in the applicable
prospectus supplement. Those terms will include:
(1) whether those debt securities are convertible into our common
stock or preferred stock;
(2) the conversion price or manner of calculating the conversion
price;
(3) the conversion period;
(4) provisions as to whether conversion will be at our option or the
option of the holders;
(5) the events requiring an adjustment of the conversion price and
(6) provisions affecting conversion in the event of the redemption of
those debt securities.
BOOK-ENTRY DEBT SECURITIES
We may issue the debt securities of a series, in whole or in part, in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary. We will identify the depositary in the applicable prospectus
supplement relating to that series. If we issue one or more global securities,
we will issue them in a denomination or aggregate denominations equal to the
portion of the aggregate principal amount of the outstanding debt securities of
the series to be represented by that global security or those global securities.
We may issue global securities in either registered or bearer form and in either
temporary or permanent form. We will describe the specific terms of the
depositary arrangement for a series of debt securities in the applicable
prospectus supplement relating to that series. (Sections 301 and 305)
TAX RELATED CONSIDERATIONS
Payment of Additional Amounts
Any amounts that we pay with respect to any series of debt securities will
be paid without deduction or withholding for any and all present or future tax,
duty, levy, impost, assessment or other governmental charges imposed or levied
by or on behalf of the Liberian government or the government of the jurisdiction
of our successor or any authority or agency in that government having power to
tax ("Taxes"), unless we are required to withhold or deduct Taxes by law or by
the interpretation or administration of that law. If we are so required to
deduct or withhold any amount for Taxes from any payment made with respect to
any series of debt securities, we will pay any "additional amounts" necessary so
that the net payment received by each holder, including additional amounts,
after the withholding or deduction, will not be less than the amount the holder
would have received if those Taxes had not been withheld or deducted. However,
we will pay no additional amounts with respect to a payment made to a holder
which is subject to those Taxes because that holder is subject to the
jurisdiction of the government of our jurisdiction of organization or any
territory of that jurisdiction other than by merely holding the debt securities
or receiving payments
11
<PAGE> 13
under the debt securities (an "excluded holder"). We will also pay no additional
amounts with respect to a payment made to a holder, if we would not be required
to withhold or deduct any amount for Taxes from any payment made to that holder,
if that holder filed a form with the relevant government with no other
consequence to that holder. We will also deduct or withhold and remit the full
amount deducted or withheld to the relevant authority according to applicable
law. We will furnish the holders, within 30 days after the date the payment of
any Taxes is due under applicable law, certified copies of tax receipts
evidencing our payment. We will indemnify and hold harmless each holder and upon
written request reimburse each holder for the amount of any:
(1) Taxes levied or imposed on and paid by that holder as a result of
payments with respect to the debt securities (other than for an
excluded holder);
(2) liability, including penalties, interest and expense, arising from
those Taxes and
(3) Taxes imposed as a result of any reimbursement we make under this
covenant. (Section 1007)
Redemption or Assumption of Debt Securities under Certain Circumstances
If we determine, based upon an opinion of independent counsel, that we
would be required to pay an additional amount, because of any change in or
amendment to:
(1) the laws and related regulations of Liberia or any political
subdivision or taxing authority of Liberia; or
(2) the laws and related regulations of any jurisdiction in which we are
organized or any political subdivision or taxing authority of that
jurisdiction or
(3) any official position regarding the application or interpretation of
the above laws or regulations,
which is announced or becomes effective after the date of the indenture, then we
may, at our option, on giving not less than 30 days' nor more than 60 days'
notice, redeem the debt securities in whole, but not in part, at any time at a
redemption price equal to 100% of the principal amount of the debt securities
plus accrued interest to the redemption date. Any notice of redemption we give
will be irrevocable, and we may not give any notice of redemption more than 90
days before the earliest date on which we would be obligated to pay additional
amounts. At the time we give notice of redemption, the obligation to pay
additional amounts remains in effect. (Section 1108)
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<PAGE> 14
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital stock consists of 500,000,000 shares of common
stock, par value $.01 per share, and 20,000,000 shares of preferred stock, par
value $.01 per share. The following summary description of the terms of our
capital stock is not complete and is qualified by reference to our Restated
Articles of Incorporation, a copy of which we have filed as an exhibit to the
registration statement of which this prospectus is part, and the certificate of
designations which we will file with the Securities and Exchange Commission at
the time of any offering of our preferred stock.
COMMON STOCK
General. Our directors generally have the power to cause shares of any
authorized class of our common stock to be issued for any corporate purpose.
Holders of our common stock are entitled to one vote per share on all
matters submitted to our shareholders, and unless the Business Corporation Act
of Liberia otherwise provides, the presence in person or by proxy of the holders
of a majority of all of our outstanding common stock at any meeting of
shareholders will constitute a quorum for the transaction of business at that
meeting. We cannot subject the holders of our common stock to further calls or
assessments. Under our Restated Articles of Incorporation, holders of our common
stock will have no preemptive, subscription or conversion rights. In addition,
we cannot redeem our common stock.
Neither Liberian law nor our Restated Articles of Incorporation nor any of
our other organizational documents limit the right of persons who are not
citizens or residents of Liberia to hold or vote our common stock.
Dividends. Holders of our common stock have an equal right to receive
dividends when declared by our board of directors out of funds legally available
for the distribution of dividends.
OTHER MATTERS
Sales of Assets, Mergers and Liquidation. Under the Business Corporation
Act of Liberia, the holders of 66 2/3% of the outstanding shares of our common
stock need to approve the sale of all or substantially all of our assets and any
decisions by us to liquidate or dissolve. Holders of a majority of the
outstanding shares of our common stock may institute judicial dissolution
proceedings on our behalf under the Business Corporation Act of Liberia. In the
event of our liquidation or dissolution, the holders of our common stock will be
entitled to share pro rata in the net assets available for distribution to them,
after we have paid amounts owed to all creditors and we have paid holders of our
outstanding preferred stock the liquidation preferences they are entitled to.
Under the Business Corporation Act of Liberia, the holders of a majority of
the outstanding shares of our common stock need to approve a merger or
consolidation involving us (other than a merger or consolidation with any of our
subsidiaries of which we own at least 90%).
Under the Business Corporation Act of Liberia, amendments to the articles
of incorporation of a Liberian corporation may be authorized by the vote of the
holders of a majority of all outstanding shares of that corporation's common
stock. However, the Business Corporation Act of Liberia requires the approval of
the holders of 66 2/3% of the outstanding shares of common stock of a
corporation, to add, delete or amend any provisions in the corporation's
articles of incorporation requiring the approval of a super-majority of the
members of the board of directors or outstanding shares of common stock to take
specific corporate actions.
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<PAGE> 15
Call of Meetings. Our By-Laws provide that special meetings of our
shareholders can be called at any time by either our board of directors, the
Chief Executive Officer, or by our shareholders holding at least 50% of our
outstanding common stock. In addition, our shareholders may call for meetings of
shareholders if there has been a failure to hold an annual meeting.
Election of Directors. Our directors are elected, at either any annual
meeting or any special meeting, by a majority of the votes cast by shareholders
entitled to vote, and cumulative voting is not permitted.
Our board of directors is divided 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. The term of the Class I directors expires at the next
annual meeting in 2000 and the terms of the Class II and Class III directors
expire, respectively, at the 2001 and 2002 annual meeting and, in each case,
when their successors have been duly elected and qualified. Successors to the
directors in each class will then be elected for three year terms.
Amendments to Our Charter and By-Laws. Any amendment to our Articles of
Incorporation or any shareholder proposal to amend our By-Laws generally
requires the authorization by affirmative vote of the holders of not less than
two-thirds of all outstanding shares entitled to vote. This requirement does not
apply to (1) an amendment to change our registered agent or registered address;
(2) an amendment to change the authorized number of shares of stock; or (3) an
amendment for establishing and designating the shares of any class or of any
series of any class. In those cases, our Articles of Incorporation can be
amended by the affirmative vote of the holders of a majority of all of our
outstanding shares entitled to vote and our By-Laws can be amended by the
affirmative vote of a majority of the votes cast at a meeting of shareholders of
shares entitled to vote. In addition, our board of directors has the power to
adopt, amend or repeal our By-Laws.
Dissenters' Rights of Appraisal and Payment. Under Liberian law, our
shareholders have the right to dissent from various corporate actions, including
any merger or sale of all or substantially all of our assets not made in the
usual course of our business, and have the right to receive payment of the fair
value of their shares. If we amend our Articles of Incorporation in a way that
alters certain rights of any of our shareholders, those shareholders have the
right to dissent and receive payment for their shares. The dissenting
shareholders may not receive that payment unless they follow the procedures set
forth in the Business Corporation Act of Liberia. Those procedures require that
proceedings be instituted in the circuit court in the judicial circuit in
Liberia in which our Liberian office is situated if we cannot agree with our
dissenting shareholders on a price for the shares. The value of the shares of
any dissenting shareholder is fixed by the court after reference, if the court
so elects, to the recommendations of a court-appointed appraiser.
Shareholders' Actions. Under Liberian law, any of our shareholders may
bring an action in our name to procure a judgment in our favor, provided that
shareholder is a holder of our common stock both at the time the action is
commenced and at the time of the transaction to which the action relates.
Limitations Under Indebtedness. Agreements governing certain of our
indebtedness contain covenants that impose restrictions (subject to some
exceptions) on us and our subsidiaries' ability to take certain corporate
actions, including the payment of dividends and the redemption of our common
stock under limited circumstances.
Certain Corporate Actions. Our Articles of Incorporation provide that
during the period that the Shareholders Agreement dated as of February 1, 1993
between A. Wilhelmsen AS. and Cruise Associates remains in effect, our board of
directors may not approve certain corporate actions unless those actions are
approved by one non-independent director nominated by A. Wilhelmsen AS. and one
non-independent director nominated by Cruise Associates.
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<PAGE> 16
Transfer Agent and Registrar. The transfer agent and registrar for our
common stock is ChaseMellon Shareholder Services, L.L.C.
PREFERRED STOCK
In February 1997, we issued 3,450,000 shares of our Series A Convertible
Preferred Stock which pays cumulative dividends at the annual rate of $3.625 per
share. Shares of this preferred stock are convertible into common stock at the
option of the holder at any time at a conversion price of $16.20 per share of
our common stock, subject to adjustment. We may redeem this preferred stock on
and after February 17, 2000. Our Series A Convertible Preferred Stock ranks
senior to our common stock as to the payment of dividends and amounts upon
liquidation, dissolution or winding up. The foregoing summary of the terms of
our Series A Convertible Preferred Stock is not complete and is qualified by
reference to the certificate of the powers, designations, preferences and rights
of that stock, a copy of which is filed as an exhibit to the registration
statement of which this prospectus is part.
The material terms of any other series of preferred stock that we offer
though a prospectus supplement will be described in that prospectus supplement.
Our board of directors is authorized to provide for the issuance of preferred
stock in one or more series with designations as may be stated in the resolution
or resolutions providing for the issue of such preferred stock. At the time that
any series of our preferred stock is authorized, our board of directors will fix
the dividend rights, any conversion rights, any voting rights, redemption
provisions, liquidation preferences and any other rights, preferences,
privileges and restrictions of that series, as well as the number of shares
constituting that series and their designation. Our board of directors could,
without shareholder approval, cause us to issue preferred stock which has
voting, conversion and other rights that could adversely affect the holders of
our common stock or make it more difficult to effect a change in control. Our
preferred stock could be used to dilute the stock ownership of persons seeking
to obtain control of us and thereby hinder a possible takeover attempt which, if
our shareholders were offered a premium over the market value of their shares,
might be viewed as being beneficial to our shareholders. In addition, our
preferred stock could be issued with voting, conversion and other rights and
preferences which would adversely affect the voting power and other rights of
holders of our common stock.
LIABILITY OF DIRECTORS AND OFFICERS
Our Articles of Incorporation and By-Laws contain provisions which
eliminate the personal liability of our directors and officers for monetary
damages resulting from breaches of their fiduciary duties other than liability
for:
(1) breaches of the duty of loyalty;
(2) acts or omissions not in good faith;
(3) acts or omissions which involve intentional misconduct or a knowing
violation of law or
(4) any transactions in which the director derived an improper personal
benefit.
We believe that these provisions are necessary to attract and retain
qualified persons as our directors and officers.
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<PAGE> 17
SELLING SHAREHOLDERS
The following table sets forth information regarding the beneficial
ownership of our common stock as of September 30, 1999 by certain of our
shareholders. To the extent indicated in the accompanying prospectus supplement,
one or more of our selling shareholders may from time to time offer shares of
our common stock for sale.
<TABLE>
<CAPTION>
SHARES OWNED
BENEFICIALLY(1)
----------------------
NAME NUMBER PERCENT
---- ----------- -------
<S> <C> <C>
A. Wilhelmsen AS.(2)........................................ 46,329,330 25.8%
Cruise Associates(3)........................................ 50,781,900 28.2%
Archinav Holdings, Ltd...................................... 7,597,242 4.2%
Monument Capital Corporation(4)............................. 1,071,412 0.6%
</TABLE>
- ---------------
(1) For purposes of this table, any security which a person or group has a right
to acquire within 60 days after September 30, 1999 is deemed to be owned by
that person or group. That security is deemed to be outstanding for the
purpose of computing the percentage of ownership of that 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 our common stock issuable upon exercise of options
under our 1990 Shareholders Stock Option Plan. A. Wilhelmsen AS. is a
Norwegian corporation. Its indirect beneficial owners of which are members
of the Wilhelmsen family of Norway.
(3) Includes 31,900 shares of our common stock issuable upon exercise of options
under our 1990 Shareholders Stock Option Plan. Cruise Associates is a
Bahamian general partnership. Its indirect beneficial owners are various
trusts primarily for the benefit of some members of the Pritzker family of
Chicago, Illinois, and various trusts primarily for the benefit of some
members of the Ofer family.
(4) Monument Capital Corporation is a Liberian corporation which holds shares of
our common stock as nominee for various trusts primarily for the benefit of
some members of the family of Richard D. Fain, our Chairman and Chief
Executive Officer. Mr. Fain disclaims beneficial ownership of some or all of
the shares of our common stock held by Monument Capital Corporation.
PLAN OF DISTRIBUTION
We may sell any of the securities to or through underwriters or dealers and
may also sell these securities directly to other purchasers or through agents.
The sale of the securities offered by this prospectus may be made from time
to time in one or more transactions at fixed prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to those
prevailing market prices or at negotiated prices.
Sales of our common stock may be made from time to time in one or more
transactions on the New York Stock Exchange or the Oslo Stock Exchange, in
negotiated transactions or a combination of those methods of sale, at market
prices prevailing at the time of sale, at prices related to those prevailing
market prices or at other negotiated prices.
In connection with the sale of the securities offered by this prospectus,
underwriters or agents may receive compensation from us, from our selling
shareholders or from purchasers of securities for whom they may act as agents.
Underwriters may sell securities to or through dealers, and those dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agents.
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<PAGE> 18
Underwriters, dealers and agents that participate in the distribution of the
securities may be deemed to be underwriters, and any discounts or commissions
received by them from us or the selling shareholders and any profit on the
resale of those securities by them may be deemed to be underwriting discounts
and commissions under the Securities Act. Any underwriter or agent will be
identified, and any compensation that we or the selling shareholders provide
will be described, in the prospectus supplement. We will bear all of the
expenses associated with the shares of our common stock sold by the selling
shareholders, other than underwriters' discounts, commissions and transfer
taxes.
Under agreements which we or the selling shareholders may enter into the
underwriters and agents who participate in the distribution of the securities
offered by this prospectus may be entitled to indemnification by us or the
selling shareholders against certain liabilities, including liabilities under
the Securities Act.
If the prospectus supplement so indicates, either we or the selling
shareholders will authorize underwriters or other persons acting as our or their
agents to solicit offers by selected institutions to purchase the securities
from us or the selling shareholders under contracts providing for payment and
delivery on a future date. Institutions with which those contracts may be made
include commercial and savings banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but in
all cases we or the selling shareholders must approve those institutions. The
obligations of any purchaser under such a contract will be subject to the
condition that the purchase of the securities shall not at the time of delivery
be prohibited under the laws of the jurisdiction to which that purchaser is
subject. The underwriters and those other agents will not be responsible for the
validity or performance of such contracts.
Until the distribution of the securities offered by this prospectus is
completed, rules of the Securities and Exchange Commission may limit the ability
of underwriters and some selling group members to bid for and purchase the
securities. As an exception to those rules, underwriters may engage in certain
transactions that stabilize the price of the securities. Those transactions
consist of bids or purchases for the purpose of pegging, fixing or maintaining
the price of the securities.
If any underwriters create a short position in the securities in connection
with any offering, that is, if they sell more securities than are set forth on
the cover page of this prospectus, the underwriters may reduce that short
position by purchasing securities in the open market.
Underwriters may also impose a penalty bid on some selling group members.
This means that if the underwriters purchase securities in the open market to
reduce the underwriters' short position or to stabilize the price of the
securities, they may reclaim the amount of the selling concession from the
selling group members who sold those securities as part of the offering.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases. The imposition of a penalty bid
might also have an effect on the price of the securities if it discourages
resales of the securities.
Neither we nor any underwriters make any representation or prediction as to
the direction or magnitude of any effect that the transactions described above
may have on the price of the securities offered by this prospectus. In addition,
neither we nor any underwriters make any representation that the underwriters
will engage in those transactions or that those transactions, once commenced,
will not be discontinued without notice.
Some of the underwriters or agents and their associates may engage in
transactions with and perform services for us or the selling shareholders in the
ordinary course of business.
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The securities offered by this prospectus may or may not be listed on a
national securities exchange (other than our common stock, which is listed on
the New York Stock Exchange). Any shares of our common stock sold through a
prospectus supplement will be listed on the New York Stock Exchange, subject to
official notice of issuance. We cannot assure you that there will be an active
trading market for the securities.
LEGAL OPINIONS
The law firm of Davis Polk & Wardwell will pass upon the validity of the
debt securities and certain legal matters regarding our common stock and
preferred stock. The law firm of Watson, Farley & Williams will pass upon the
validity of our common stock and preferred stock. Fried, Frank, Harris, Shriver
& Jacobson (a partnership including professional corporations) will pass upon
certain legal matters for any underwriters or agents. Davis Polk & Wardwell and
Fried, Frank, Harris, Shriver & Jacobson will rely on Watson, Farley & Williams
regarding matters of Liberian law.
Davis Polk & Wardwell represented A. Wilhelmsen AS. in its acquisition of
our common stock and provides legal services for A. Wilhelmsen AS.
EXPERTS
The consolidated financial statements incorporated in this prospectus by
reference to the Annual Report on Form 20-F for the year ended December 31,
1998, have been so incorporated in reliance on the report of
PricewaterhouseCoopers, LLP, independent certified public accountants, given on
the authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of securities being registered, other than underwriting
discounts and commissions. All of the amounts shown are estimated except the
Securities and Exchange Commission registration fee.
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $ 278,000
New York Stock Exchange listing fee......................... 24,500
Blue sky fees and expenses.................................. 20,000
Printing and engraving expenses............................. 100,000
Legal fees and expenses..................................... 150,000
Accounting fees and expenses................................ 150,000
Transfer agent and registrar................................ 15,000
Trustee's fees and expenses................................. 20,000
Miscellaneous............................................... 142,500
----------
Total............................................. $ 900,000
==========
</TABLE>
We will bear all of the expenses allocable to the shares of our common
stock sold for the Selling Shareholders' accounts, other than underwriters'
discounts, commissions and transfer taxes.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our articles of incorporation provide that the purpose of the corporation
is to engage in any lawful act or activity for which corporations may be
organized under the Business Corporation Act of the Republic of Liberia, as
amended (the "Business Corporation Act").
Section 6.13 of the Business Corporation Act provides as follows:
"1. Actions not by or in right of the corporation. A corporation shall
have power to indemnify any 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 corporation) by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest, or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
"2. Actions by or in right of the corporation. A corporation shall have
power to indemnify any 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 the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred
II-1
<PAGE> 21
by him or in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the corporation unless and only to
the extent that 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 the court shall deem proper.
"3. When director or officer successful. To the extent that a director or
officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in paragraphs 1 or 2, or
in the defense of a claim, issue or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.
"4. Payment of expenses in advance. Expenses incurred in defending a civil
or criminal action, suit or proceeding may be paid in advance of the final
disposition of such action, suit or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the director or officer to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation as
authorized in this section.
"5. Insurance. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation or is or was serving at the request of the corporation as a director
or officer against any liability asserted against him and incurred by him in
such capacity whether or not the corporation would have the power to indemnify
him against such liability under the provisions of this section."
Article VII of our By-Laws contain provisions to implement Section 6.13 of
the Business Corporation Act.
We maintain director and officer liability insurance.
Reference is made to the Proposed Forms of Underwriting Agreements (filed
as Exhibits 1.1 and 1.2 to this Registration Statement) which provides for
indemnification of our directors, our officers who sign the Registration
Statement and our controlling persons and ourselves against certain liabilities,
including those arising under the Securities Act of 1933, as amended (the
"Securities Act") in certain instances by the Underwriters.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
1.1 -- Form of Underwriting Agreement (for debt securities).
(Incorporated by reference to Exhibit 1.1 to our
Registration Statement on Form F-3, File No. 33-78374, filed
with the Securities and Exchange Commission).
1.2 -- Form of Underwriting Agreement (for equity securities).
(Incorporated by reference to Exhibit 1.2 to our
Registration Statement on Form F-3, File No. 33-78374, filed
with the Securities and Exchange Commission).
3.1 -- Form of our Restated Articles of Incorporation, as amended
(Incorporated by reference to Exhibit 3.1 to our
Registration Statement on Form F-1,
File No. 33-59304, filed with the Securities and Exchange
Commission; and to Exhibit 2.2 to our 1996 Annual Report on
Form 20-F filed with the Securities and Exchange Commission;
and to Document No. 1 on our Form 6-K filed with the
Securities and Exchange Commission on May 18, 1999; and
Document No. 1 on our Form 6-K filed with the Securities and
Exchange Commission on October 14, 1999).
</TABLE>
II-2
<PAGE> 22
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
3.2 -- Our Articles of Amendment to the Articles of
Incorporation--Certificate of the Powers, Designations,
Preferences and Rights of the $3.625 Series A Convertible
Preferred Stock (incorporated by reference to Exhibit 2.2
to our 1996 Annual Report on Form 20-F, filed with the
Securities and Exchange Commission).
3.3 -- Our Restated By-Laws (Incorporated by reference to Document
No. 2 in our Form 6-K filed with the Securities and Exchange
Commission on May 18, 1999).
4.1 -- Form of Common Stock Certificate (Incorporated by reference
to Exhibit 4.1 to our Registration Statement on Form F-1,
File No. 33-59304, filed with the Securities and Exchange
Commission).
4.2 -- Form of $3.625 Series A Preferred Stock Certificate
(Incorporated by reference to Exhibit 4.2 to our
Registration Statement on Form F-3, File No. 333-7658, filed
with the Securities and Exchange Commission).
4.3 -- Form of Indenture between us and The Bank of New York, as
trustee, relating to the Debt Securities. (Incorporated by
reference to Exhibit 4.4 to our Registration Statement on
Form F-3, File No. 33-78374, filed with the Securities and
Exchange Commission).
5.1 -- Opinion of Watson Farley & Williams.
5.2 -- Opinion of Davis Polk & Wardwell.
23.1 -- Consent of Davis Polk & Wardwell (included as part of its
opinion filed pursuant to Exhibit 5.2 hereof).
23.2 -- Consent of Watson, Farley & Williams (included as part of
its opinion filed pursuant to Exhibit 5.1).
23.3 -- Consent of PricewaterhouseCoopers LLP, independent certified
public accountants.
24. -- Powers of Attorney.
25. -- Form T-1 Statement of Eligibility and Qualification Under
the Trust Indenture Act of 1939 of The Bank of New York
(separately bound).
</TABLE>
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(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, unless the information required to be included
in such post-effective amendment is contained in periodic reports filed
by Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 and incorporated herein by reference;
(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, unless the information required to be
included in such post-effective amendment is contained in periodic
reports filed by Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 and incorporated herein by
reference. 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 of 1933 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 and
II-3
<PAGE> 23
(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.
(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;
(4) To file a post-effective amendment to the registration statement
to include any financial statements required by Rule 3-19 of Regulation S-X
at the start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section 10(a)(3)
of the Securities Act of 1933 need not be furnished, provided that the
Registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph (4) and
other information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, a post-effective amendment need
not be filed to include financial statements and information required by
Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 of Regulation
S-X if such financial statements and information are 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 and
(5) For purposes of determining any liability under the Securities Act
of 1933, each filing of Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities and Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described in Item 15 above, 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 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 against the Registrant 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.
II-4
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on October 14, 1999.
ROYAL CARIBBEAN CRUISES LTD.
By: /s/ RICHARD D. FAIN
----------------------------------
Richard D. Fain
Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on October 14, 1999, by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RICHARD D. FAIN Chairman, Chief Executive Officer and Director
- ----------------------------------------------------- (Principal Executive Officer)
Richard D. Fain
/s/ RICHARD J. GLASIER Executive Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial Officer)
Richard J. Glasier
/s/ BLAIR H. GOULD Vice President and Controller (Principal
- ----------------------------------------------------- Accounting Officer)
Blair H. Gould
/s/ TOR ARNEBERG Director
- -----------------------------------------------------
Tor Arneberg
/s/ BERNARD W. ARONSON Director
- -----------------------------------------------------
Bernard W. Aronson
/s/ JOHN D. CHANDRIS Director
- -----------------------------------------------------
John D. Chandris
/s/ KASPAR K. KIELLAND Director
- -----------------------------------------------------
Kaspar K. Kielland
/s/ LAURA LAVIADA Director
- -----------------------------------------------------
Laura Laviada
/s/ JANNIK LINDBAEK Director
- -----------------------------------------------------
Jannik Lindbaek
/s/ EYAL OFER Director
- -----------------------------------------------------
Eyal Ofer
Director
- -----------------------------------------------------
Thomas J. Pritzker
/s/ WILLIAM K. REILLY Director
- -----------------------------------------------------
William K. Reilly
/s/ EDWIN W. STEPHAN Director and Vice Chairman
- -----------------------------------------------------
Edwin W. Stephan
</TABLE>
II-5
<PAGE> 25
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
*Arne Wilhelmsen Director
- -----------------------------------------------------
Arne Wilhelmsen
*By: /s/ RICHARD D. FAIN
------------------------------------------------
Richard D. Fain, as
Attorney-in-Fact
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES:
By: /s/ RICHARD D. FAIN
------------------------------------------------
Richard D. Fain
</TABLE>
II-6
<PAGE> 26
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ------- ----------- ------------
<C> <S> <C> <C>
1.1 -- Form of Underwriting Agreement (for debt securities).
(Incorporated by reference to Exhibit 1.1 to our
Registration Statement on Form F-3, File No. 33-78374, filed
with the Securities and Exchange Commission).
1.2 -- Form of Underwriting Agreement (for equity securities).
(Incorporated by reference to Exhibit 1.2 to our
Registration Statement on Form F-3, File No. 33-78374, filed
with the Securities and Exchange Commission).
3.1 -- Our Restated Articles of Incorporation, as amended
(Incorporated by reference to Exhibit 3.1 to our
Registration Statement on Form F-1,
File No. 33-59304, filed with the Securities and Exchange
Commission; and to Exhibit 2.2 to our 1996 Annual Report on
Form 20-F filed with the Securities and Exchange Commission;
and to Document No. 1 on our Form 6-K filed with the
Securities and Exchange Commission on May 18, 1999; and to
Document No. 1 on our Form 6-K filed with the Securities and
Exchange Commission on October 14, 1999).
3.2 -- Our Articles of Amendment to the Articles of
Incorporation -- Certificate of the Powers, Designations,
Preferences and Rights of the $3.625 Series A Convertible
Preferred Stock (incorporated by reference to Exhibit 2.2 to
our 1996 Annual Report on Form 20-F, filed with the
Securities and Exchange Commission).
3.3 -- Our Restated By-Laws (Incorporated by reference to Document
No. 2 in our Form 6-K filed with the Securities and Exchange
Commission on May 18, 1999).
4.1 -- Form of Common Stock Certificate (Incorporated by reference
to Exhibit 4.1 to our Registration Statement on Form F-1,
File No. 33-59304, filed with the Securities and Exchange
Commission).
4.2 -- Form of $3.625 Series A Preferred Stock Certificate
(Incorporated by reference to Exhibit 4.2 to our
Registration Statement on Form F-3, File No. 333-7658, filed
with the Securities and Exchange Commission).
4.3 -- Form of Indenture between us and The Bank of New York, as
trustee, relating to the Debt Securities. (Incorporated by
reference to Exhibit 4.4 to our Registration Statement on
Form F-3, File No. 33-78374, filed with the Securities and
Exchange Commission).
5.1 -- Opinion of Watson Farley & Williams.
5.2 -- Opinion of Davis Polk & Wardwell.
23.1 -- Consent of Davis Polk & Wardwell (included as part of its
opinion filed pursuant to Exhibit 5.2 hereof).
23.2 -- Consent of Watson, Farley & Williams (included as part of
its opinion filed pursuant to Exhibit 5.1).
23.3 -- Consent of PricewaterhouseCoopers LLP, independent certified
public accountants.
24. -- Powers of Attorney.
25. -- Form T-1 Statement of Eligibility and Qualification Under
the Trust Indenture Act of 1939 of The Bank of New York
(separately bound).
</TABLE>
<PAGE> 1
Exhibit 5.1
WATSON, FARLEY & WILLIAMS
380 Madison Avenue NEW YORK
New York, New York 10017
Telephone (212) 922-2200
Fax (212) 922-1512
Telex 6790626 WFWNY
Direct dial
(212) 922-2200
October 13, 1999
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
Ladies and Gentlemen:
We have acted as special counsel as to matters of Liberian and maritime law to
Royal Caribbean Cruises Ltd., a Liberian corporation (the "Company"), and in
such capacity we have assisted in the preparation and filing with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), of a Registration Statement on Form F-3 (such registration
statement and any additional registration statement filed pursuant to Rule
462(b) is referred to as the "Registration Statement") in respect of the
contemplated issuance by the Company from time to time of up to $1,057,257,812
aggregate public offering price (or any such further aggregate public offering
price as may be registered pursuant to Rule 462(b)) or the equivalent thereof in
one or more foreign currencies, currency units or composite currencies of (i)
senior debt securities (the "Debt Securities"), which may be issued pursuant to
an Indenture dated as of July 15, 1994, as amended, between the Company and The
Bank of New York, successor to Nationsbank of Georgia N.A., as Trustee (the
"Indenture"); (ii) shares of preferred stock of the Company, par value $.01 per
share (the "Preferred Stock"); and (iii) shares of common stock of the Company,
par value $.01 per share (the "Common Stock"). The Debt Securities, Preferred
Stock and Common Stock are hereafter referred to as the "Securities."
As such counsel, we have examined (i) the forms of underwriting agreements for
debt and equity securities among the Company and representatives of the
underwriters to be named in a terms agreement (the "Underwriting Agreements"),
(ii) the Indenture and (iii) such other papers, documents and certificates of
public officials and certificates of officers of the Company as we have deemed
relevant and necessary as the basis for the opinions hereafter expressed.
In such examinations, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as conformed or photostatic
copies.
This opinion is limited to the laws of the Republic of Liberia. In rendering
this opinion, we have relied on opinions of counsel in Liberia rendered in
transactions which we consider to be sufficiently similar to those contemplated
hereby in order to afford a satisfactory basis for such opinion, and upon our
<PAGE> 2
Royal Caribbean Cruises Ltd.
October 13, 1999 Page 2
independent examinations of the Liberian Corporation Law of 1948 (Chapter 1 of
Title 4 of the Liberian Code of Laws of 1956, effective March 1, 1958 as amended
to July, 1973), the Liberian Business Corporation Act of 1976 (Title 5 of the
Liberian Code of Laws Revised, effective January 3, 1977 as amended), and the
Liberian Revenue and Finance Law (Title 37 of the Liberian Code of Laws Revised,
effective July 1, 1977), in each case as contained in pamphlets delivered to us
by Liberian Corporation Services, Inc. and our knowledge and interpretation of
analogous laws in the United States. Based upon the foregoing and having regard
to legal considerations which we deem relevant, we are of the opinion that:
1. Upon the fixing of the designations, relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors of
the Company and proper and valid filing with the Minister of Foreign
Affairs of Liberia of a statement setting forth a copy of the resolution
of the Board of Directors establishing such series of Preferred Stock and
the number of shares of such Preferred Stock to be issued, all in
conformity with the Company's Restated Articles of Incorporation and upon
the approval by the Board of Directors of the Company of the specific
terms of the issuance, all necessary corporate action on the part of the
Company will have been taken to authorize the issuance and sale of such
series of Preferred Stock proposed to be sold by the Company, and when
such shares of Preferred Stock are issued and delivered against payment
therefor in accordance with the applicable Underwriting Agreement or other
agreement or upon conversion or exchange in accordance with the terms of
any other Security that has been duly authorized, issued, paid for and
delivered, such shares will be validly issued, fully paid and
non-assessable.
2. The shares of Common Stock, when the terms of the issuance and sale
thereof have been duly approved by the Board of Directors of the Company
in conformity with the Company's Restated Articles of Incorporation and
when issued and delivered against payment therefor in accordance with the
applicable Underwriting Agreement or other agreement or upon conversion or
exchange of any Security that has been duly authorized, issued, paid for
and delivered, will be validly issued, fully paid and non-assessable.
3. When the specific terms of a particular Debt Security have been duly
authorized by the Board of Directors of the Company and established in
accordance with the Indenture and such Debt Security has been duly
executed, authenticated, issued for value and delivered in accordance with
the Indenture, such Debt Security will be a binding obligation of the
Company, enforceable against the Company in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance or other laws relating to or
affecting creditors' rights generally and subject to general principles of
equity, including application by a court of competent jurisdiction of
principles of good faith, fair dealing, commercial reasonableness,
materiality, unconscionability and conflict with public policy or other
similar principles.
<PAGE> 3
Royal Caribbean Cruises Ltd.
October 13, 1999 Page 3
We hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our name in the prospectus contained therein.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
WATSON, FARLEY & WILLIAMS
/s/ Watson, Farley & Williams
WATSON, FARLEY & WILLIAMS
<PAGE> 1
Exhibit 5.2
October 13, 1999
Royal Caribbean Cruises Ltd.
1050 Caribbean Way
Miami, Florida 33132
Ladies and Gentlemen:
We have acted as special New York counsel to Royal Caribbean Cruises
Ltd., a Liberian corporation (the "Company"), and in such capacity we have
assisted in the preparation and filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's Registration Statement on Form F-3 (such registration statement
and any additional registration statement filed pursuant to Rule 462(b) is
referred to as the "Registration Statement") being filed with respect to the
contemplated issuance by the Company from time to time of up to $1,057,257,812
aggregate public offering price (or any such further aggregate public offering
price as may be registered pursuant to Rule 462(b)) or the equivalent amount
thereof in one or more foreign currencies, currency units or composite
currencies of (i) senior debt securities (the "Debt Securities"), which may be
issued pursuant to the Indenture dated as of July 15, 1994, as supplemented,
between the Company and The Bank of New York, as Trustee (the "Indenture"); (ii)
shares of preferred stock of the Company, par value $.01 per share; and (iii)
shares of common stock of the Company, par value $.01 per share.
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary or advisable
for purposes of this opinion.
<PAGE> 2
Royal Caribbean Cruises Ltd. 2 October 13, 1999
On the basis of the foregoing, we are of the opinion that when the
specific terms of a particular Debt Security have been duly authorized by the
Board of Directors of the Company and established in accordance with the
Indenture and such Debt Security has been duly executed, authenticated, issued
for value and delivered in accordance with the Indenture, such Debt Security
will be a binding obligation of the Company, enforceable against the Company in
accordance with its terms, except as the same may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally and by general
principles of equity.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York and the federal laws of
the United States of America. To the extent that the foregoing opinion expresses
conclusions as to matters of the laws of Liberia, we have, with your permission
and without any independent investigation, relied on the opinion of Watson,
Farley & Williams.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the heading
"Validity of the Securities." In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act.
This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
DAVIS POLK & WARDWELL
<PAGE> 1
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form F-3 of our report dated February 5, 1999, except for the
second paragraph of Note 13, which is as of February 24, 1999, relating to the
financial statements, which appears in Royal Caribbean Cruises Ltd.'s Annual
Report on Form 20-F for the year ended December 31, 1998. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
October 13, 1999
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 5, 1999
/s/ TOR ARNEBERG
--------------------------------------
Tor Arneberg
<PAGE> 2
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 6, 1999
/s/ BERNARD W. ARONSON
--------------------------------------
Bernard W. Aronson
<PAGE> 3
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 8, 1999
/s/ JOHN D. CHANDRIS
--------------------------------------
John D. Chandris
<PAGE> 4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 8, 1999
/s/ KASPAR K. KIELLAND
--------------------------------------
Kaspar K. Kielland
<PAGE> 5
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 11, 1999
/s/ LAURA LAVIADA
--------------------------------------
Laura Laviada
<PAGE> 6
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 7, 1999
/s/ JANNIK LINDBAEK
--------------------------------------
Jannik Lindbaek
<PAGE> 7
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 7, 1999
/s/ EYAL OFER
--------------------------------------
Eyal Ofer
<PAGE> 8
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 6, 1999
/s/ WILLIAM K. REILLY
--------------------------------------
William K. Reilly
<PAGE> 9
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 7, 1999
/s/ EDWIN W. STEPHAN
--------------------------------------
Edwin W. Stephan
<PAGE> 10
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned director of Royal
Caribbean Cruises Ltd., a corporation organized under the laws of Liberia (the
"Company"), hereby constitutes and appoints Richard D. Fain and Richard J.
Glasier, and each of them (with full power to each of them to act alone), the
true and lawful attorneys-in-fact and agents for the undersigned and on behalf
of the undersigned and in the name, place and stead of the undersigned, in any
and all capacities, to sign the Registration Statement on Form F-3 to be filed
by the Company with the Securities and Exchange Commission with respect to the
possible public offering of debt and/or equity securities of the Company, and
any and all subsequent amendments thereto, and any registration statement
relating to the offering contemplated by such Registration Statement that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and any other documents in connection therewith, granting authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as the undersigned director might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
This power of attorney shall terminate one year from the date hereof.
DATED: October 13, 1999
/s/ ARNE WILHELMSEN
------------------------------------
Arne Wilhelmsen
<PAGE> 1
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
---------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)
---------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
13-5160382
(I.R.S. employer identification no.)
48 WALL STREET, NEW YORK, NEW YORK 10286
(Address of principal executive offices) (Zip Code)
---------------------
THE BANK OF NEW YORK
10161 CENTURION PARKWAY
HIGHWOODS CENTER, 2ND FLOOR
JACKSONVILLE, FLORIDA 32256
ATTN: MS. SANDRA CARREKER
(904) 998-4700
(Name, address and telephone number of agent for service)
---------------------
ROYAL CARIBBEAN CRUISES LTD.
(Exact name of obligor as specified in its charter)
<TABLE>
<S> <C>
REPUBLIC OF LIBERIA 98-0081645
(State or other jurisdiction of (IRS employer
incorporation or organization) identification no.)
</TABLE>
1050 CARIBBEAN WAY
MIAMI, FLORIDA 33132
(305) 539-6000
(Address and telephone number of principal executive offices)
---------------------
DEBT SECURITIES
(Title of the indenture securities)
<PAGE> 2
1. GENERAL INFORMATION.
Furnish the following information as to the trustee --
Name and address of each examining or supervising authority to which
it is subject.
SUPERINTENDENT OF BANKS OF THE STATE OF NEW YORK
2 RECTOR STREET
NEW YORK, N.Y. 10006, AND ALBANY, N.Y. 12203
FEDERAL RESERVE BANK OF NEW YORK
33 LIBERTY PLAZA
NEW YORK, N.Y. 10045
FEDERAL DEPOSIT INSURANCE CORPORATION
WASHINGTON, D.C. 20429
NEW YORK CLEARING HOUSE ASSOCIATION
NEW YORK, N.Y.
Whether it is authorized to exercise corporate trust powers.
YES.
2. AFFILIATIONS WITH OBLIGOR.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
NONE. (SEE NOTE ON PAGE 4.)
3-15 NOT APPLICABLE
16. LIST OF EXHIBITS.
Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29
under the Trust Indenture Act of 1939 (the "Act") and Rule 24 of the
Commission's Rules of Practice.
(1) A copy of the Organization Certificate of the Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the authority
to commence business and a grant of powers to exercise corporate trust powers.
(Exhibit 1 to Amendment 1 to Form T-1 filed with Registration Statement No.
33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No.
33-29637.)
(4) A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
(6) The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration No. 33-44051.)
(7) A copy of the latest report of condition of the Trustee published
pursuant to law or the requirements of its supervising or examining authority.
NOTE
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
Trustee of all facts on which to base a responsive answer to Item 2, the answer
to said Item is based on incomplete information.
Item 2 may, however, be considered as correct unless amended by an
amendment to this Form T-1.
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Jacksonville and the
State of Florida, on the 13th day of October, 1999.
THE BANK OF NEW YORK
By:
------------------------------------
Sandra Carreker, Agent
<PAGE> 4
EXHIBIT 6 TO FORM T-1
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, in connection with the proposed issuance of Royal Caribbean Cruises
LTD. Debt Securities, The Bank of New York hereby consents that reports of
examinations by Federal, State, Territorial or District Authorities may be
furnished by such authorities to the Securities and Exchange Commission upon
request therefor.
THE BANK OF NEW YORK
By: /s/ SANDRA CARREKER
------------------------------------
Sandra Carreker, Agent
<PAGE> 5
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Jacksonville and the
State of Florida, on the 13th day of October, 1999.
THE BANK OF NEW YORK
By: /s/ SANDRA CARREKER
------------------------------------
Sandra Carreker, Agent
<PAGE> 6
EXHIBIT 7 TO FORM T-1
CONSOLIDATED REPORT OF CONDITION OF
THE BANK OF NEW YORK
OF 48 WALL STREET, NEW YORK, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business June 30, 1999, published in accordance with a
call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN THOUSANDS
--------------
<S> <C> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.................... $ 5,597,807
Interest-bearing balances............................................. 4,075,775
Securities:
Held-to-maturity securities........................................... 785,167
Available-for-sale securities......................................... 4,159,891
Federal funds sold and securities purchased under agreements to
resell............................................................. 2,476,963
Loans and lease financing receivables:
Loans and leases, net of unearned income.................. 38,028,772
LESS: Allowance for loan and lease losses................. 568,617
LESS: Allocated transfer risk reserve..................... 16,352
Loans and leases, net of unearned income and allowance and reserve.... 37,443,803
Assets held in trading accounts......................................... 1,563,671
Premises and fixed assets (including capitalized leases)................ 683,587
Other real estate owned................................................. 10,995
Investments in unconsolidated subsidiaries and associated companies..... 184,661
Customers' liability to this bank on acceptances outstanding............ 812,015
Intangible assets....................................................... 1,135,572
Other assets............................................................ 5,607,019
-----------
Total assets.................................................. $64,536,926
===========
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
IN THOUSANDS
--------------
<S> <C> <C>
LIABILITIES
Deposits:
In domestic offices................................................... $26,488,980
Noninterest-bearing................................................... 10,626,811
Interest-bearing...................................................... 15,862,169
In foreign offices, Edge and Agreement subsidiaries, and IBFs......... 20,655,414
Noninterest-bearing................................................... 156,471
Interest-bearing...................................................... 20,498,943
Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries, and in IBFs:
Federal funds purchased............................................... 3,729,439
Demand notes issued to the U.S. Treasury................................ 257,860
Trading liabilities..................................................... 1,987,450
Other borrowed money:
With remaining maturity of one year or less........................... 496,235
With remaining maturity of more than one year through three years..... 465
With remaining maturity of more than three years...................... 31,080
Bank's liability on acceptances executed and outstanding................ 822,455
Subordinated notes and debentures....................................... 1,308,000
Other liabilities....................................................... 2,846,649
-----------
Total liabilities............................................. 58,624,027
===========
EQUITY CAPITAL
Common stock............................................................ 1,135,284
Surplus................................................................. 815,314
Undivided profits and capital reserves.................................. 4,001,767
Net unrealized holding gains (losses) on available-for-sale
securities............................................................ (7,956)
Cumulative foreign currency translation adjustments..................... (31,510)
-----------
Total equity capital.......................................... 5,912,899
-----------
Total liabilities and equity capital.......................... $64,536,926
===========
</TABLE>
I, Thomas J. Masiro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Masiro
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Renyi
Gerald L. Hassell
Allen R. Griffith
Directors
