SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 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 31, 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 26
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
Micky Arison 1997 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 26
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
MA 1997 Holdings, L.P.
------------------------------------------------------------
(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 PN
-----------------------------------
Page 3 of 26
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
MA 1997 Holdings, 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 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 CO
-----------------------------------
Page 4 of 26
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
The 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 5 of 26
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
MA 1994 B Shares, L.P.
------------------------------------------------------------
(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 PN
-----------------------------------
Page 6 of 26
<PAGE>
CUSIP No. 697758 10 0
(1) Name of Reporting Persons. S.S. or I.R.S. Identification
Nos. of Above Persons
MA 1994 B Shares, 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 8,232,142
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 CO
-----------------------------------
Page 7 of 26
<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 8 of 26
<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 9 of 26
<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 10 of 26
<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 (i) the removal of the Air Holdings Trust as a
Reporting Person to the Schedule 13D and (ii) the addition of the Micky Arison
1997 Holdings Trust, MA 1997 Holdings, Inc., MA 1997 Holdings, L.P., MA B
Shares, L.P. and MA 1994 B Shares, Inc. as Reporting Persons to the Schedule 13D
as follows:
"V. MICKY ARISON 1997 HOLDINGS TRUST
2(a) Name: Micky Arison 1997 Holdings Trust (the "MA 1997 Trust")
2(b) State or Place of Organization: Delaware
2(c)(i) Principal Business: The MA 1997 Trust is a Delaware trust that
was formed for the benefit of Micky Arison, his spouse, their descendants and
the spouses of their descendants. The Trustee of the MA 1997 Trust is JMD.
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 MA 1997 Trust has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
2(e) The MA 1997 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.
VI. MA 1997 Holdings, L.P.
2(a) Name: MA 1997 Holdings, L.P. ("MA 1997, L.P.")
Page 11 of 26
<PAGE>
2(b) State or Place of Organization: Delaware
2(c)(i) Principal Business: MA 1997, L.P. is a Delaware partnership that
was formed to hold and manage the investments previously held by certain trusts
for the benefit of Micky Arison, his spouse, their descendants and the spouses
of their descendants. The general partner of MA 1997, L.P. is MA 1997 Holdings,
Inc. The sole limited partner of MA 1997, L.P. is the MA 1997 Trust.
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) MA 1997, L.P. has not, during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
2(e) MA 1997, L.P. 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.
VII. MA 1997 Holdings, Inc. ("MA 1997, Inc.")
2(a) Name: MA 1997 Holdings, Inc.
2(b) State or Place of Organization: Delaware
2(c)(i) Principal Business: MA 1997, Inc. is a Delaware
corporation that was formed to serve as the general partner of MA
1997, L.P.
The executive officers of MA 1997, Inc. are: James M. Dubin,
Chairman and President; Jonathan R. Bell, Vice President and Treasurer; Denison
H. Hatch, Jr., Vice President and Secretary; Johannes R. Krahmer, Vice President
and Assistant Treasurer; and Walter C. Tuthill, Vice President. The directors of
MA 1997, Inc. are James M. Dubin, Denison H. Hatch, Jr. and Walter C. Tuthill.
The sole stockholder of MA 1997, Inc. is the MA 1997 Trust. Each of Messrs.
Dubin and Bell is an Attorney-at- Law at Paul, Weiss, Rifkind, Wharton &
Garrison, 1285 Avenue of the Americas, New York, New York 10019. Each of Messrs.
Hatch, Krahmer and Tuthill is an Attorney-at-Law at Morris, Nichols, Arsht &
Tunnell, P.O. Box 1347, 1201 N. Market Street, Wilmington, Delaware 19899-1347.
Each of Messrs. Dubin, Bell,
Page 12 of 26
<PAGE>
Hatch, Krahmer and Tuthill is a United States citizen.
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) MA 1997, Inc. has not, during the past five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
2(e) MA 1997, Inc. 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."
VIII. MA 1994 B Shares, L.P.
2(a) Name: MA 1994 B Shares, L.P. ("B Shares, L.P.")
2(b) State or Place of Organization: Delaware
2(c)(i) Principal Business: B Shares, L.P. is a Delaware partnership that
was formed to hold and manage the investments previously held by certain trusts
for the benefit of Micky Arison, his spouse, their descendants and the spouses
of their descendants. The general partner of B Shares, L.P. is MA 1994 B Shares,
Inc. The sole limited partner of B Shares, L.P. is the B Trust.
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) B Shares, L.P. has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
2(e) B Shares, L.P. 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.
Page 13 of 26
<PAGE>
IX. MA 1994 B Shares, Inc.
2(a) Name: MA 1994 B Shares, Inc. ("B Shares, Inc.")
2(b) State or Place of Organization: Delaware
2(c)(i) Principal Business: B Shares, Inc. is a Delaware corporation that
was formed to serve as general partner of B Shares, L.P.
The executive officers of B Shares, Inc. are: James M. Dubin,
Chairman and President; Jonathan R. Bell, Vice President and Treasurer; Denison
H. Hatch, Jr., Vice President and Secretary; Johannes R. Krahmer, Vice President
and Assistant Treasurer; and Walter C. Tuthill, Vice President. The directors of
B Shares, Inc. are James M. Dubin, Denison H. Hatch, Jr. and Walter C. Tuthill.
The sole stockholder of B Shares, Inc. is the B Trust. Each of Messrs. Dubin and
Bell is an Attorney-at-Law at Paul, Weiss, Rifkind, Wharton & Garrison, 1285
Avenue of the Americas, New York, New York 10019. Each of Messrs. Hatch, Krahmer
and Tuthill is an Attorney-at-Law at Morris, Nichols, Arsht & Tunnell, P.O. Box
1347, 1201 N. Market Street, Wilmington, Delaware 19899-1347. Each of Messrs.
Dubin, Bell, Hatch, Krahmer and Tuthill is a United States citizen.
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) B Shares, Inc. has not, during the past five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
2(e) B Shares, Inc. 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 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the addition thereto of the following:
"Since the last report, the Reporting Persons have restructured their
holdings with respect to 8,928,571 shares of
Page 14 of 26
<PAGE>
Common Stock. This was accomplished by: (a) the assignment by JMD, as Trustee of
the Air Holdings Trust, of 696,429 shares of Common Stock to MA 1997, L.P., on
December 31, 1997; and (b) the assignment by JMD, as Trustee of the B Trust, of
8,232,142 shares of Common Stock to B Shares, L.P. on December 31, 1997.
The transfer of shares by the Reporting Persons in the December 31
Transactions (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 31, 1997, JMD, as Trustee of the Air Holdings Trust, assigned
696,429 shares of Common Stock to MA 1997, L.P. and JMD, as Trustee of the B
Trust, assigned 8,232,142 shares of Common Stock to B Shares, L.P. (the
"December 31 Transactions"). The assignments were made for certain estate
planning reasons, investment and other related purposes.
Following the December 31 Transactions, the MA 1997 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), by
virtue of being the sole stockholder of MA 1997, Inc. The MA 1997 Trust has
shared voting and dispositive power with respect to the 696,429 shares held by
MA 1997, L.P.
Following the December 31 Transactions, MA 1997, L.P. 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), which
it holds directly. MA 1997, L.P. has shared voting and dispositive power with
respect to all such shares.
Following the December 31 Transactions, MA 1997, Inc. 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), by
virtue of being the general partner of MA 1997, L.P. MA 1997, Inc. has shared
voting and dispositive power with respect to the 696,429 shares held by MA 1997,
L.P.
Page 15 of 26
<PAGE>
Following the December 31 Transactions, 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), by
virtue of being the sole stockholder of B Shares, Inc. The B Trust has shared
voting and dispositive power with respect to the 8,232,142 shares held by B
Shares, L.P.
Following the December 31 Transactions, B Shares, L.P. 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), which
it holds directly. B Shares, L.P. has shared voting and dispositive power with
respect to all such shares.
Following the December 31 Transactions, B Shares, Inc. 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), by
virtue of being the general partner of B Shares, L.P. B Shares, Inc. has shared
voting and dispositive power with respect to the 8,232,142 shares held by B
Shares, L.P.
Following the December 31 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 MA 1997 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 indirectly held
by the MA 1997 Trust and the B Trust. JMD disclaims beneficial ownership of all
of such shares of Common Stock.
Following the December 31 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 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 stockholder of JMD. Mr. Dubin may be deemed to share voting and dispositive
power with respect to the 8,928,571 shares that are indirectly held by the MA
1997 Trust and the B Trust. Mr. Dubin disclaims beneficial ownership of all of
such shares of Common Stock.
Following the December 31 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
Page 16 of 26
<PAGE>
outstanding as reported in the Issuer's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997), by virtue of the interest and authority
granted to him under the trust instruments for the MA 1997 Trust and the B
Trust. Mr. Arison shares voting and dispositive power with respect to the
8,928,571 shares that are indirectly held by the MA 1997 Trust and the B Trust.
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 31 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 December 31, 1997, JMD, as Trustee of the B Trust, JMD, as Trustee of
the Air Holdings Trust, MA 1997, L.P., B Shares, L.P., Micky Arison and the
Issuer entered into the Third Amendment of the Standstill Agreement, pursuant to
which MA 1997, L.P. and B Shares, L.P. became parties thereto and the Issuer
consented to the December 31 Transactions."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by the addition thereto of the following:
"Exhibit 6 - Third Amendment of Standstill Agreement, dated as of December
31, 1997, by and among Pan Am Corporation, JMD Delaware, Inc., as Trustee of the
Micky Arison 1995 Air Holdings Trust, JMD Delaware, Inc., as Trustee of the
Micky Arison 1994 "B" Trust, MA 1997 Holdings, L.P., MA 1994 B Shares, L.P. and
Micky Arison.
Page 17 of 26
<PAGE>
Exhibit 7 - Consent to Joint Filing, dated as of February 16, 1998, among
JMD Delaware, Inc., as Trustee of the Micky Arison 1997 Holdings Trust, JMD
Delaware, Inc., as Trustee of the Micky Arison 1994 "B" Trust, MA 1997 Holdings,
L.P., MA 1997 Holdings, Inc., MA 1994 B Shares, L.P., MA 1994 B Shares, Inc.,
Micky Arison, JMD and James M. Dubin."
Page 18 of 26
<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: February 16, 1998 MICKY ARISON 1997 HOLDINGS TRUST
By: JMD Delaware, Inc., Trustee
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
MA 1997 HOLDINGS, L.P.
By: MA 1997 Holdings, Inc.,
----------------------------
General Partner
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
MA 1997 HOLDINGS, INC.
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
MICKY ARISON 1994 "B" TRUST
By: JMD Delaware, Inc., Trustee
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
Page 19 of 26
<PAGE>
MA 1994 B SHARES, L.P.
By: MA 1994 B Shares, Inc.,
General Partner
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
MA 1994 B SHARES, INC.
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
JMD DELAWARE, INC.
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
/s/ James M. Dubin
--------------------------------
James M. Dubin
/s/ Micky Arison
--------------------------------
Micky Arison
Page 20 of 26
EXHIBIT 6
THIRD AMENDMENT
OF
STANDSTILL AGREEMENT
--------------------
The Third Amendment of Standstill Agreement (the "Third Amendment") is
made effective as of the 31st day of December, 1997, by and among Pan Am
Corporation, a Florida corporation ("Pan Am"), Micky Arison ("Arison"), JMD
Delaware, Inc., as trustee of the Micky Arison 1994 "B" Trust (the "B Trust"),
JMD Delaware, Inc., as trustee for the Micky Arison 1995 Air Holdings Trust (the
"Air Holdings Trust"), MA 1997 Holdings, L.P., a Delaware limited partnership
("MA 1997, L.P."), and MA 1994 B Shares, L.P., a Delaware limited partnership
("B Shares, L.P.").
W I T N E S S E T H:
WHEREAS, Pan Am, the Air Holdings Trust and the B Trust are parties to
that certain Standstill Agreement, dated as of March 20, 1997, as amended on
August 29, 1997 and November 30, 1997 (the "Standstill Agreement");
WHEREAS, the Air Holdings Trust desires to transfer 696,429 of its
shares (the "Air Holdings Shares") of the common stock, par value $.0001 per
share, of Pan Am (the "Common Stock") to MA 1997, L.P.;
WHEREAS, the B Trust desires to transfer 8,232,142 of its shares (the
"B Trust Shares" and, together with the Air Holdings Shares, the "Shares") of
Common Stock to B Shares, L.P.;
WHEREAS, Pan Am is willing to accommodate the Air Holdings Trust and
the B Trust by permitting the foregoing transfer of Shares to MA 1997, L.P. and
B Shares, L.P., upon the terms and subject to the conditions of this Amendment;
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 meanings ascribed to such terms in the
Standstill Agreement.
Page 21 of 26
<PAGE>
2. Amendment of Standstill Agreement.
(a) Consent to Transfer of the Shares. Pan Am hereby consents
to the transfer of the Air Holdings Shares to MA 1997, L.P. by the Air Holdings
Trust and the transfer of the B Trust Shares to B Shares, L.P. by the B Trust.
Notwithstanding any provision of the Third Amendment to the contrary, the
foregoing consent is 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 Parties to Standstill Agreement. The parties
hereto each agree that each of MA 1997, L.P. and B Shares, L.P. shall hereby be
added as a party to the Standstill Agreement, and each of MA 1997, L.P. and B
Shares, L.P. hereby agrees to be bound by all of the provisions thereof as if it
were an original signatory thereto.
(c) Transfers under Section 4.
(i) Each of MA 1997, L.P. and B Shares, L.P. shall be
deemed a Shareholder; provided, however, that all Transfers of Common Stock by
MA 1997, L.P. and B Shares, L.P. shall be aggregated and deemed made by a single
Shareholder for the purposes of Section 4 of the Standstill Agreement.
(ii) After the date hereof, neither the B Trust nor
the Air Holdings Trust shall be deemed to be a Shareholder.
3. Representation. Each of Arison, MA 1997, L.P. and B Shares, L.P.
jointly and severally represent and warrant to Pan Am that (i) all of the
outstanding shares of the general partner of MA 1997, L.P. are owned by the JMD
Delaware, Inc., as trustee for the Micky Arison 1997 Holdings Trust (the "MA
1997 Trust"); (ii) all of the outstanding shares of the general partner of B
Shares, L.P. are owned by the B Trust; and (iii) Arison, his spouse, their
descendants and their descendants' spouses are the current and direct
beneficiaries of the MA 1997 Trust and the B Trust and that the beneficiaries of
the MA 1997 Trust and 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 Third
Amendment, together with the Standstill Agreement, the First Amendment of
Standstill Agreement and Second 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
Page 22 of 26
<PAGE>
amendment, supplement or modification is sought. In the event of an
inconsistency between the terms of the Third Amendment and the terms of the
Standstill Agreement, the terms of the Third Amendment shall be controlling.
5. Counterparts. The Third 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 Third 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 Third Amendment. The Third Amendment is made for the
sole purpose of accommodating Arison, the Air Holdings Trust, the B Trust, MA
1997, L.P. and B Shares, L.P. 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 Third Amendment, and the Third 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 AIR HOLDINGS
TRUST
By: JMD DELAWARE, INC., as Trustee
By: /s/ Jonathan R. Bell
------------------------------
Name: Jonathan R. Bell
Title: Vice President
/s/ Micky Arison
------------------------------
MICKY ARISON
Page 23 of 26
<PAGE>
MA 1997 HOLDINGS, L.P.
By: MA 1997 Holdings, Inc.,
as General Partner
By: /s/ Jonathan R. Bell
------------------------------
Name: Jonathan R. Bell
Title: Vice President
THE MICKY ARISON 1994 "B" TRUST
By: JMD DELAWARE, INC., as Trustee
By: /s/ Jonathan R. Bell
------------------------------
Name: Jonathan R. Bell
Title: Vice President
MA 1994 B SHARES, L.P.
By: MA 1994 B Shares, Inc.,
as General Partner
By: /s/ Jonathan R. Bell
------------------------------
Name: Jonathan R. Bell
Title: Vice President
Page 24 of 26
EXHIBIT 7
CONSENT TO JOINT FILING
The Micky Arison 1997 Holdings Trust, MA 1997 Holdings, L.P., MA 1997
Holdings, Inc., the Micky Arison 1994 "B" Trust, MA 1994 B Shares, L.P., MA 1994
B Shares, Inc., 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: February 16, 1998 MICKY ARISON 1997 HOLDINGS TRUST
By: JMD Delaware, Inc., Trustee
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
MA 1997 HOLDINGS, L.P.
By: MA 1997 Holdings, Inc.,
----------------------------
General Partner
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
MA 1997 HOLDINGS, INC.
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
Page 25 of 26
<PAGE>
MICKY ARISON 1994 "B" TRUST
By: JMD Delaware, Inc., Trustee
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
MA 1994 B SHARES, L.P.
By: MA 1994 B Shares, Inc.,
General Partner
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
MA 1994 B SHARES, INC.
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
JMD DELAWARE, INC.
By: /s/ Jonathan R. Bell
----------------------------
Name: Jonathan R. Bell
Title: Vice President
/s/ James M. Dubin
--------------------------------
James M. Dubin
/s/ Micky Arison
--------------------------------
Micky Arison
Page 26 of 26
