-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ifx7R3cmaYZGVLhxHYGgRwlcec8eoFGFwYJlKXZa4difaVnlOnaB02vfGHuHDpmg /qOPPMZJW5awjwHMq23Pvg== 0000910662-06-000187.txt : 20060503 0000910662-06-000187.hdr.sgml : 20060503 20060503125256 ACCESSION NUMBER: 0000910662-06-000187 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060503 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060503 DATE AS OF CHANGE: 20060503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEA CONTAINERS LTD /NY/ CENTRAL INDEX KEY: 0000088095 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 980038412 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07560 FILM NUMBER: 06802615 BUSINESS ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: P O BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 BUSINESS PHONE: 4412952244 MAIL ADDRESS: STREET 1: 41 CEDAR AVE STREET 2: PO BOX HM 1179 CITY: HAMILTON HM EX BERMU STATE: D0 FORMER COMPANY: FORMER CONFORMED NAME: SEA CONTAINERS ATLANTIC LTD DATE OF NAME CHANGE: 19810817 8-K 1 scl8k0503.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2006 SEA CONTAINERS LTD. (Exact name of registrant as specified in its charter) Bermuda 1-7560 98-0038412 (State or other (Commission (IRS Employer jurisdiction of incorporation) File Number) Identification No.) 22 Victoria Street Hamilton HM 12, Bermuda (Address of principal executive offices) (Zip Code) 441-295-2244 Registrant's telephone number, including area code: Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01. Other Events. On May 3, 2006, Sea Containers Ltd. issued a news release regarding the decision in the arbitration with GE Capital relating to GE SeaCo. Item 9.01. Financial Statements and Exhibits (d) Exhibit 99 News Release dated May 3, 2006. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SEA CONTAINERS LTD. By: /s/ Edwin S. Hetherington ------------------------- Edwin S. Hetherington Vice President, General Counsel and Secretary Date: May 3, 2006 3 EXHIBIT INDEX Exhibit Number Description - ------- -------------------------------- 99 News Release dated May 3, 2006. 4 EX-99 2 ex99.txt NEWS RELEASE ISSUED MAY 3, 2006 EXHIBIT 99 SEA CONTAINERS LTD NEWS RELEASE SEA CONTAINERS ANNOUNCES THE DECISION IN THE ARBITRATION RELATING TO GE SEACO Hamilton, Bermuda, May 3, 2006. Sea Containers Ltd. (NYSE: SCRA and SCRB, www.seacontainers.com) received on April 28, 2006 the decision in the arbitration regarding its dispute with GE Capital relating to GE SeaCo, the container leasing joint venture established between the Company and GE Capital in 1998. The arbitrator ruled that GE SeaCo suffered damages with respect to four of the fifteen alleged breaches of the Services Agreement by which Sea Containers provides certain services to GE SeaCo. These four breaches concerned (i) GE SeaCo's administration or management of the Company's containers on leases with customers in countries subject to U.S. trade controls, (ii) the calculation of the amount of office rent charged to GE SeaCo, (iii) the costs related to certain swapbody containers GE SeaCo purchased from a factory of Sea Containers, and (iv) the allocation between the Company and GE SeaCo of consulting fees paid to a former GE SeaCo officer. The arbitration award directs the parties to attempt to agree upon the amount to be reimbursed to GE SeaCo as a result of these four breaches. The arbitrator rejected claims by GE Capital that GE SeaCo was entitled to recover the fees paid to Sea Containers since the inception of the joint venture and that GE SeaCo was damaged by other alleged breaches of the Services Agreement. Based on assertions made by GE Capital during the arbitration and taking into account the amounts Sea Containers has already repaid to GE SeaCo to cure any alleged breaches, the Company expects the additional amount that it will be required to pay will be less than $13 million, although GE Capital recently stated that it believes the additional amount exceeds $15 million. If the parties are unable to agree on the amount of damages, the arbitrator will decide the issue after receiving further submissions from the parties. The economic effect of the Company's payment of additional damages to GE SeaCo will be partially offset because a large portion of that payment will inure to Sea Containers as a result of its ownership interest in GE SeaCo. In addition, based on the four breaches described above and two additional breaches of the Services Agreement which did not result in damages to GE SeaCo, the arbitrator ruled that the Services Agreement would be deemed terminated on May 28, 2006. The Services Agreement allows GE SeaCo, at its option, to continue the agreement for up to one year. The economic impact of the termination of the Services Agreement cannot be quantified at this time. The arbitration award also requires the Company to pay the arbitration costs of GE Capital, including reasonable attorneys' fees. ENDS For further information: Lisa Barnard Director of Communications, Sea Containers group of companies Tel: +44 207 805 5550 Email: lisa.barnard@seacontainers.com Investor Relations enquiries: William W. Galvin III, The Galvin Partnership Tel: +1 (203) 618 9800 Email: wwg@galvinpartners.com -----END PRIVACY-ENHANCED MESSAGE-----