8-A12B 1 frm8a13percentnotes.txt FORM 8-A FOR 13% SENIOR NOTES DUE 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 SEA CONTAINERS LTD. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Bermuda 98-0038412 -------------------------- ------------------- (State of incorporation or (IRS Employer organization) Identification No.) 41 Cedar Avenue P.O. Box 1179 Hamilton HM EX, Bermuda -- ------------------------------- ---------- (Address of principal executive (Zip Code) offices) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be registered each class is to be registered ------------------------------------ ------------------------------ 13% Senior Notes due 2006 New York Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: 333-103995 Securities to be registered pursuant to Section 12(g) of the Act: None Item 1. Description of Registrant's Securities to be Registered. A description of the 13% Senior Notes due 2006 of the Registrant appears in the prospectus dated May 28, 2003, filed with the Commission pursuant to Rule 424(b)(3) under the Securities Act of 1933 with respect to the Registrant's Registration Statement on Form S-4, Registration No. 333-103995. Such description is hereby incorporated by reference herein in answer to this Item 1. Item 2. Exhibits Exhibit Number Description ------ ----------- 4.1 - Form of 13% Senior Note certificate (incorporated by reference to Exhibits 4.1 and 4.2 to the Registrant's Registration Statement on Form S-4, Registration No. 333-103995). 4.2 - Form of Indenture to be dated as of June 1, 2003, between the Registrant and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.2 to the Registrant's Registration Statement on Form S-4, Registration No. 333-103995). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. SEA CONTAINERS LTD. Date: June 12, 2003 By: /s/Edwin S. Hetherington ------------------------- Edwin S. Hetherington Vice President, General Counsel and Secretary 3