SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO SCHEDULE 13D
Under the Securities Exchange Act of 1934
PAN AM CORPORATION
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
(Title of Class of Securities)
697758 10 0
(CUSIP Number)
James M. Dubin, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019
(212) 373-3026
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
Page 1 of 17
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Micky Arison 1995 Air Holdings Trust
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) (b) X
----------------- -----------------------------------
(3) SEC Use Only
(4) Source of Funds OO
---------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
------------------------------
(6) Citizenship or Place of Organization Delaware
------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------
ficially (8) Shared Voting Power 696,429
Owned by Each ----------------------
Reporting (9) Sole Dispositive Power 0
Person With -------------------
(10) Shared Dispositive Power 696,429
-----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 696,429
-----------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
-----------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 3.3%
---------
(14) Type of Reporting Person OO
-----------------------------------
Page 2 of 17
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
JMD Delaware, Inc.
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) (b) X
----------------- -----------------------------------
(3) SEC Use Only
(4) Source of Funds OO
---------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
------------------------------
(6) Citizenship or Place of Organization Delaware
------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------
ficially (8) Shared Voting Power 8,928,571
Owned by Each ----------------------
Reporting (9) Sole Dispositive Power 0
Person With -------------------
(10) Shared Dispositive Power 8,928,571
-----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 8,928,571
-----------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
-----------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 42.4%
---------
(14) Type of Reporting Person CO
-----------------------------------
Page 3 of 17
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
James M. Dubin
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) (b) X
----------------- -----------------------------------
(3) SEC Use Only
(4) Source of Funds OO
---------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
------------------------------
(6) Citizenship or Place of Organization United States
------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------
ficially (8) Shared Voting Power 8,928,571
Owned by Each ----------------------
Reporting (9) Sole Dispositive Power 0
Person With -------------------
(10) Shared Dispositive Power 8,928,571
-----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 8,928,571
-----------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
-----------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 42.4%
---------
(14) Type of Reporting Person IN
-----------------------------------
Page 4 of 17
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Micky Arison
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) (b) X
----------------- -----------------------------------
(3) SEC Use Only
(4) Source of Funds OO
---------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
------------------------------
(6) Citizenship or Place of Organization United States
------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------
ficially (8) Shared Voting Power 8,928,571
Owned by Each ----------------------
Reporting (9) Sole Dispositive Power 0
Person With -------------------
(10) Shared Dispositive Power 8,928,571
-----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 8,928,571
-----------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
-----------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 42.4%
---------
(14) Type of Reporting Person IN
-----------------------------------
Page 5 of 17
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Micky Arison 1994 "B" Trust
------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group
(a) (b) X
----------------- -----------------------------------
(3) SEC Use Only
(4) Source of Funds OO
---------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e)
------------------------------
(6) Citizenship or Place of Organization Delaware
------------------------
Number of (7) Sole Voting Power 0
Shares Bene- ------------------------
ficially (8) Shared Voting Power 8,232,142
Owned by Each ----------------------
Reporting (9) Sole Dispositive Power 0
Person With -------------------
(10) Shared Dispositive Power 8,232,142
-----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person 8,232,142
-----------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares
-----------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11) 39.1%
---------
(14) Type of Reporting Person OO
-----------------------------------
Page 6 of 17
<PAGE>
The Schedule 13D dated September 26, 1997 (the "Schedule 13D") of the Micky
Arison 1995 Air Holdings Trust (the "Air Holdings Trust"), JMD Delaware, Inc.
("JMD"), James M. Dubin and Micky Arison is hereby amended as follows:
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by the addition of the Micky Arison 1994 "B" Trust
as a Reporting Person to the Schedule 13D as follows:
"IV. Micky Arison 1994 "B" Trust
2(a) Name: Micky Arison 1994 "B" Trust (the "B Trust")
2(b) State of Place of Organization: Delaware
2(c)(i) Principal Business: The B Trust is a Delaware trust that was formed
for the benefit of Micky Arison, his spouse, their descendants and the spouses
of their descendants.
2(c)(ii) Address of Principal Business: P.O. Box 1347, 1201 N. Market
Street, Wilmington, Delaware 19899-1347
2(c)(iii) Address of Principal Office: P.O. Box 1347, 1201 N. Market
Street, Wilmington, Delaware 19899-1347
2(d) The B Trust has not, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
2(e) The B Trust was not, during the past five years, a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws."
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by the addition thereto of the following:
"The securities were acquired by the B Trust from the Air Holdings Trust in
consideration of the repayment in full of a loan previously made by the B Trust
to the Air Holdings Trust."
Page 7 of 17
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the addition thereto of the following:
"The transfer of shares by the Reporting Persons in the December
Transaction (defined below in "Interest in Securities of the Issuer") were
effected for certain estate planning, investment and other related purposes.
None of the Reporting Persons have any current plans to change in any material
way the management or operations of the Issuer."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by the addition thereto of the following:
"On December 3, 1997, the Air Holdings Trust transferred 8,232,142 shares
of Common Stock of the Issuer to the B Trust (the "December Transaction"). The
transfer was made in order to satisfy an outstanding loan obligation from the
Air Holdings Trust to the B Trust. As a result of the December Transaction, the
B Trust beneficially owns an aggregate of 8,232,142 shares of Common Stock of
the Issuer (approximately 39.1% of the total shares of Common Stock outstanding
as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997). The B Trust has shared voting and dispositive power with
respect to the 8,232,142 shares that it holds of record.
Following the December Transaction, the Air Holdings Trust beneficially
owns an aggregate of 696,429 shares of Common Stock of the Issuer (approximately
3.3% of the total shares of Common Stock outstanding as reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended September 30, 1997). The Air
Holdings Trust has shared voting and dispositive power with respect to the
696,429 shares that it holds of record.
Following the December Transaction, JMD beneficially owns 8,928,571 shares
of Common Stock of the Issuer (approximately 42.4% of the total shares of Common
Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997), by virtue of being the trustee of both
the Air Holdings Trust and the B Trust. JMD may be deemed to share voting and
dispositive power with respect to the 8,928,571 shares that are held of record
by the Air Holdings Trust and the B Trust. JMD disclaims beneficial ownership of
all of such shares of Common Stock.
Following the December Transaction, James M. Dubin beneficially owns
8,928,571 shares of Common Stock of the Issuer (approximately 42.4% of the total
shares of Common Stock
Page 8 of 17
<PAGE>
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997), by virtue of being the sole shareholder of
JMD. Mr. Dubin may be deemed to share voting and dispositive power with respect
to the 8,928,571 shares that are held of record by the Air Holdings Trust and
the B Trust. Mr. Dubin disclaims beneficial ownership of all of such shares of
Common Stock.
Following the December Transaction, Micky Arison beneficially owns
8,928,571 shares of Common Stock of the Issuer (approximately 42.4% of the total
shares of Common Stock outstanding as reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1997). Mr. Arison shares voting
and dispositive power with respect to the 8,928,571 shares that are held of
record by the Air Holdings Trust and the B Trust by virtue of the interest and
authority granted to him under their respective trust instruments.
The Reporting Persons as a group beneficially own an aggregate of 8,928,571
shares of Common Stock of the Issuer (approximately 42.4% of the total shares of
Common Stock outstanding as reported in the Issuer's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997). The Reporting Persons, as a
group, have sole voting and dispositive power over such shares of Common Stock.
Other than the Reporting Persons, no person has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sales of
these shares of Common Stock.
Except for the December Transaction, the Reporting Persons have effected no
transactions in shares of the Issuer's Common Stock during the past 60 days."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is hereby amended by the addition thereto of the following:
"On August 29, 1997 the JMD, as trustee of the Air Holdings Trust, Micky
Arison and the Issuer entered into the First Amendment of the Standstill
Agreement to extend the termination date thereof. On November 30, 1997, JMD, as
trustee of the Air Holdings Trust and the B Trust, Micky Arison and the Issuer
entered into the Second Amendment of the Standstill Agreement pursuant to which
the B Trust became a party thereto and the Issuer consented to the December
Transaction."
Page 9 of 17
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by the addition thereto of the following:
"Exhibit 3 - First Amendment of Standstill Agreement as of August 29, 1997
by and among Pan Am Corporation, JMD Delaware, Inc., as trustee for the Micky
Arison 1995 Air Holdings Trust, and Micky Arison.
Exhibit 4 - Second Amendment of Standstill Agreement as of November 30,
1997 by and among Pan Am Corporation, JMD Delaware, Inc., as trustee for the
Micky Arison 1997 Air Holdings Trust, JMD Delaware, Inc., as trustee for the
Micky Arison 1994 "B" Trust and Micky Arison.
Exhibit 5 - Consent to Joint Filing dated as of December 5, 1997 among JMD
Delaware, Inc., JMD Delaware, Inc., as trustee for the Micky Arison 1997 Air
Holdings Trust, JMD Delaware, Inc., as trustee for the Micky Arison 1994 "B"
Trust, James M. Dubin and Micky Arison."
Page 10 of 17
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: December 5, 1997 MICKY ARISON 1995 AIR
HOLDINGS TRUST
By: JMD Delaware, Inc., as trustee
By: /s/ Denison H. Hatch, Jr.
----------------------------
Name: Denison H. Hatch, Jr.
Title: Vice President
MICKY ARISON 1994 "B" TRUST
By: JMD Delaware, Inc., as trustee
By: /s/ Denison H. Hatch, Jr.
----------------------------
Name: Denison H. Hatch, Jr.
Title: Vice President
JMD DELAWARE, INC.
By: /s/ Denison H. Hatch, Jr.
-----------------------------
Name: Denison H. Hatch, Jr.
Title: Vice President
/s/ James M. Dubin
--------------------------------
James M. Dubin
/s/ Micky Arison
--------------------------------
Micky Arison
Page 11 of 17
<PAGE>
EXHIBIT 3
FIRST AMENDMENT
OF
STANDSTILL AGREEMENT
This First Amendment of Standstill Agreement (this "First Amendment") is
made as of this 29th day of August, 1997, by and among Pan Am Corporation, a
Florida corporation, Micky Arison and JMD Delaware, Inc., as Trustee for the
Micky Arison 1995 Air Holding Trust.
W I T N E S S E T H :
WHEREAS, the parties hereto have entered into that certain Standstill
Agreement dated as of March 20, 1997 (the "Standstill Agreement"); and
WHEREAS, the parties hereto desire to modify the Standstill Agreement as
hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing and the sum of Ten
Dollars ($10.00) and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
amend the Standstill Agreement as follows:
1. Capitalized Terms. Unless otherwise defined herein all capitalized terms
used herein shall have the same meaning ascribed to such terms in the Standstill
Agreement.
2. Amendment. The parties agree that Section 5 of the
Standstill Agreement is amended to read in its entirety as
follows:
"5. Termination. This Agreement shall, unless otherwise agreed to by
the Shareholder and Pan Am, terminate on the earliest of the following
dates or events, whereupon the foregoing provisions of this Agreement
shall cease to have any force or effect:
a. October 31, 1997, if the Closing shall not have occurred by
such date; or
b. The date which is three years from the Closing Date."
3. Entire Agreement. Except for the amendment set forth in Section 2
herein, the Standstill Agreement shall in all other respects remain in full and
effect. This First Amendment
Page 12 of 17
<PAGE>
together with the Standstill Agreement, represents the entire understanding and
agreement between the parties hereto with respect to the subject matter hereof
and cannot be amended, supplemented or modified except by an instrument in
writing signed by the parties against whom enforcement for such amendment,
supplement or modification is sought. In the event of an inconsistency between
the terms of the Standstill Agreement and the terms of this First Amendment, the
terms of this First Amendment shall be controlling.
4. Counterparts. This First Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
5. Governing Law. The First Amendment shall be governed by, construed and
enforced in accordance with the laws of the State of Florida, both substantive
and remedial.
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed as of the day and year first written above.
PAN AM CORPORATION
By: /s/ John J. Ogilby, Jr.
Name: John J. Ogilby Jr.
Title: CFO
SHAREHOLDERS:
/s/ Micky Arison
MICKY ARISON
THE MICKY ARISON 1995 AIR
HOLDING TRUST
By: JDM DELAWARE, INC., as
Trustee
By: /s/ Denison H. Hatch, Jr.
Name: Denison H. Hatch, Jr.
Title: Vice President
Page 13 of 17
<PAGE>
EXHIBIT 4
SECOND AMENDMENT
OF
STANDSTILL AGREEMENT
This Second Amendment of Standstill Agreement (the "Second Amendment") is
made as of this 30th day of November, 1997, by and among Pan Am Corporation, a
Florida corporation ("Pan Am"), JMD Delaware, Inc., as Trustee for the Micky
Arison 1995 Air Holding Trust (the "Air Holding Trust"), Micky Arison ("Arison")
and JMD Delaware, Inc., as Trustee for the Micky Arison 1994 "B" Trust (the "B
Trust").
W I T N E S S E T H :
WHEREAS, Pan Am, Arison and the Air Holding Trust are parties to that
certain Standstill Agreement, dated as of March 20, 1997, as amended on August
29, 1997 (the "Standstill Agreement");
WHEREAS, the Air Holding Trust desires to transfer up to 8,232,142 of its
shares (the "Shares") of the common stock, par value $.0001 per share, of Pan Am
(the "Common Stock") to the B Trust;
WHEREAS, Pan Am is willing to accommodate the Air Holding Trust by
permitting the foregoing transfer of the Shares to the B Trust, upon the terms
and subject to the conditions of this Amendment; and
WHEREAS, the parties hereto desire to modify the Standstill Rights
Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of the foregoing and the sum of Ten
Dollars ($10.00) and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
amend the Standstill Agreement as follows:
1. Capitalized Terms. Unless otherwise defined herein all capitalized terms
used herein shall have the same meanings ascribed to such terms in the
Standstill Agreement.
2. Amendment of Standstill Agreement.
(a) Consent to Transfer of the Shares to the B Trust. Pan Am hereby
consents to the transfer of the Shares to the B Trust by the Air Holding Trust.
Notwithstanding any provision of the Second Amendment to the contrary, the
foregoing consent is
Page 14 of 17
<PAGE>
given by Pan Am without prejudice to any rights which Pan Am may have pursuant
to the Standstill Agreement with respect to any future transfer or proposed
transfer of any Common Stock by any Shareholder.
(b) Addition of the B Trust to Standstill Agreement. The parties
hereto each agree that the B Trust shall hereby be added as a party to the
Standstill Agreement, and the B Trust hereby agrees to be bound by all of the
provisions thereof as if it were an original signatory thereto.
(c) Transfers under Section 4. The B Trust shall be deemed a
Shareholder; provided, however, that all Transfers of Common Stock of the Air
Holding Trust and the B Trust shall be aggregated and deemed made by a single
Shareholder for the purposes of Section 4 of the Standstill Agreement.
3. Representation as to the B Trust. Each of Arison and the B Trust jointly
and severally represent and warrant to Pan Am that Arison, his spouse, their
descendants and their descendants' spouses are the current and direct
beneficiaries of the B Trust and that the beneficiaries of the B Trust may not
be changed during the life of Arison.
4. Entire Agreement. Except as provided for herein, the Standstill
Agreement shall in all other respects remain in full force and effect. The
Second Amendment, together with the Standstill Agreement and the First Amendment
of Standstill Agreement, represents the entire understanding and agreement
between the parties hereto with respect to the subject matter hereof and cannot
be amended, supplemented or modified except by an instrument in writing signed
by the parties against whom enforcement for such amendment, supplement or
modification is sought. In the event of an inconsistency between the terms of
the Second Amendment and the terms of the Standstill Agreement, the terms of the
Second Amendment shall be controlling.
5. Counterparts. The Second Amendment may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
6. Governing Law. The Second Amendment shall be governed by, construed and
enforced in accordance with the laws of the State of Florida, both substantive
and remedial.
7. Intention of Second Amendment. The Second Amendment is made for the sole
purpose of accommodating Arison, the Air Holding Trust and the "B" Trust. It is
not the intention of the parties that Pan Am's rights and obligations under the
Standstill Agreement be adversely impacted in any way by the Second
Page 15 of 17
<PAGE>
Amendment, and the Second Amendment shall be construed accordingly.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
PAN AM CORPORATION
By: /s/ John J. Ogilby, Jr.
Name: John J. Ogilby, Jr.,
Title: Chief Financial
Officer & General
Counsel
THE MICKY ARISON 1995 HOLDING
TRUST
By: JMD DELAWARE, INC. as Trustee
By: /s/ Denison H. Hatch, Jr.
Name: Denison H. Hatch, Jr.
Title: Vice President
/s/ Micky Arison
MICKY ARISON
THE MICKY ARISON 1994 "B" TRUST
By: JMD DELAWARE, INC. as Trustee
By: /s/ Denison H. Hatch, Jr.
Name: Denison H. Hatch, Jr.
Title: Vice President
Page 16 of 17
<PAGE>
EXHIBIT 5
CONSENT TO JOINT FILING
The Micky Arison 1995 Air Holdings Trust, the Micky Arison 1994 "B" Trust,
JMD Delaware, Inc., James M. Dubin and Micky Arison hereby consent to the joint
filing of this Amendment to Schedule 13D with respect to the common stock of Pan
Am Corporation and agree that this Schedule 13D is filed on behalf of each of
them.
DATED: December 5, 1997 MICKY ARISON 1995 AIR
HOLDINGS TRUST
By: JMD Delaware, Inc., as trustee
By: /s/ Denison H. Hatch, Jr.
-----------------------------
Name: Denison H. Hatch, Jr.
Title: Vice President
MICKY ARISON 1994 "B" TRUST
By: JMD Delaware, Inc., as trustee
By: /s/ Denison H. Hatch, Jr.
-----------------------------
Name: Denison H. Hatch, Jr.
Title: Vice President
JMD DELAWARE, INC.
By: /s/ Denison H. Hatch, Jr.
-----------------------------
Name: Denison H. Hatch, Jr.
Title: Vice President
/s/ James M. Dubin
--------------------------------
James M. Dubin
/s/ Micky Arison
--------------------------------
Micky Arison
Page 17 of 17
