FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of November, 2001
ROYAL CARIBBEAN CRUISES LTD.
1050 Caribbean Way, Miami, Florida 33132
(Address of principal executive offices)
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
Form 20-F x Form 40-F
----- -----
[Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes No x
----- -----
[If "Yes" is marked indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_____.]
Contact: Lynn Martenstein (305) 539-6570
For Immediate Release
JACK WILLIAMS NAMED PRESIDENT AND CHIEF OPERATING OFFICER OF
ROYAL CARIBBEAN INTERNATIONAL AND CELEBRITY CRUISES,
RICHARD SASSO TO LEAVE CELEBRITY CRUISES
Miami - November 14, 2001 - Royal Caribbean Cruises Ltd. today named Jack
Williams president and chief operating officer of Royal Caribbean International
and Celebrity Cruises. In his new role, Williams, previously president of Royal
Caribbean International, will manage the day-to-day operations of both cruise
lines. The two lines will continue to operate independently under Williams.
Williams' appointment follows an earlier announcement today that respected
cruise veteran Richard Sasso, president of Celebrity Cruises, will resign from
the company, effective January 1, 2002.
"Rick has done an outstanding job of establishing Celebrity as a five-star
cruise line with accolade after accolade for superior service, spa facilities
and cuisine," said Royal Caribbean Chairman and CEO Richard Fain. "He has built
a solid framework for us to build from, and we will continue his legacy of
excellence.
"My association with Celebrity has exceeded even my expectations," said
Sasso. "The professionalism and dedication of the staff, officers and crew. The
perfection of detail in the cruise product itself. And, the trajectory of growth
that has doubled our fleet in two years. I wish Celebrity every success in the
future, and I will be cheering loudly from the stands as I pursue other exciting
opportunities."
There are no internal departmental changes for either line under the new
reporting structure. Celebrity department heads will now report directly to
Williams. Royal Caribbean departments will continue to report to Williams, who
will still oversee Royal Celebrity Tours. Corporate Communications will now
report to the chairman's office.
"Royal Caribbean and Celebrity have performed well for us, and we are
committed to keeping the two operations separate," said Fain. "I am confident
that both lines will continue to capture market share and convert new prospects
to cruising under Jack's very capable leadership."
"I am excited about leading the world's two best cruise lines and am
equally committed to maintaining the uniqueness of the two brands," said
Williams. "I am honored to have this opportunity and will work hard to validate
this trust."
Jack Williams has served as president of Royal Caribbean International
since 1997. Previously, he held various management positions at American
Airlines, where, most recently, he was vice president and general sales manager.
He began his career at American in 1972.
Richard Sasso has been president of Celebrity Cruises since 1995.
Previously, he was senior vice president of Sales and Guest Services. He had
held senior positions with Costa Cruises and Chandris Cruises earlier in his
career, which began at Costa in 1971.
Royal Caribbean Cruises Ltd. is a global cruise vacation company that
operates Royal Caribbean International, Celebrity Cruises, and Royal Celebrity
Tours. The two cruise lines operate 23 ships and have six under construction or
on firm order. Royal Celebrity Tours operates land-tour vacations in Alaska.
Additional information can be found at www.royalcaribbean.com or
www.celebritycruises.com.
# # # # # # #
20 November 2001
P&O PRINCESS CRUISES PLC AND ROYAL CARIBBEAN CRUISES LTD.
COMBINE TO CREATE THE WORLD'S LARGEST CRUISE VACATION GROUP
P&O Princess Cruises plc ("P&O Princess") (POC.L) and Royal Caribbean Cruises
Ltd. ("Royal Caribbean") (NYSE: RCL) have agreed to combine forces to create the
world's largest cruise vacation group with the most modern fleet among the major
cruise companies. The combination will be a merger of equals under a dual listed
company structure. The combination has an aggregate market capitalisation of
circa $6.0 billion as at 19 November 2001 and the following characteristics:
- Aggregate revenues of over $5 billion in the 12 months to 30 September
2001
- Served some 3 million customers in 2000 on a combined basis
- 41 ships and some 75,000 berths with presence in key vacation markets
- Leading positions in the Caribbean trade and destination trades,
including Alaska, the Mediterranean, the Baltic and the Panama Canal
- Well known brands, including Royal Caribbean, Princess, Celebrity, P&O
Cruises, Swan Hellenic, AIDA and A'ROSA
- Youngest fleet of the major cruise companies with an average age of
six years, and largest ships, with an average of over 1,800 berths
- Estimated annualised operational synergies in excess of $100 million
- Combined group to be renamed on completion with the corporate entities
of P&O Princess and Royal Caribbean each taking the new group name
The combination is being effected based on current market capitalisations,
resulting in Royal Caribbean representing 49.3% of the equity value of the
combined group and P&O Princess representing 50.7% of the equity value of
the combined group
Royal Caribbean and P&O Princess have also today established a joint venture to
target customers in southern Europe.
1
Richard D. Fain, Chairman and Chief Executive Officer of Royal Caribbean Cruises
and Chairman and Chief Executive Officer designate of the combined group, said:
"The combination of Royal Caribbean and P&O Princess will maximise our ability
to take advantage of the long-term potential of our industry. This deal brings
together well known brands and the youngest fleet in the industry to create a
strong customer offering that will drive future growth both in existing and new
markets. It also brings near-term cost savings and increased efficiencies that
will help us respond to any short term challenges while building a stronger
group. I am confident that shareholders in both companies will see real value
created as a result."
Peter Ratcliffe, Chief Executive Officer of P&O Princess Cruises and Managing
Director and Chief Operating Officer designate of the combined group, said:
"Our industry has sustainable long term growth characteristics, despite the
impact of recent events on short term trading. The key indicators of
demographics, penetration, high levels of customer satisfaction and trends in
leisure spend point to significant growth over the long term and the increasing
globalisation of the industry. We will be well placed to benefit from this while
reducing unit costs. With a high-quality fleet of over 40 ships, we will have
the flexibility to respond to changes in demand around the world, open new
markets, maximise the potential of our brands and benefit our customers and
shareholders alike. These operational and strategic advantages will underpin
this combination, both now and in the longer term."
Lord Sterling of Plaistow, Chairman of P&O Princess Cruises, said:
"This is an outstanding opportunity for both companies and a natural strategic
combination. We obviously know each other well and I feel that our European and
American heritages are a key to the future. Having personally been involved in
the creation of P&O Princess out of the great liner division of The Peninsular
and Oriental Steam Navigation Company, when I step down as Chairman in the next
few months, I will have the pleasure of knowing that our people, both at sea and
on shore, will have a tremendous future working together in this new global
cruising enterprise. I have no doubt whatsoever that it will go from strength to
strength."
2
ENQUIRIES
P&O Princess Royal Caribbean
+44 (0) 20 7805 1200 Bonnie Biumi
Caroline Keppel-Palmer +1 305 539 6150
+44 (0) 7730 732015 Aaron Williams
+1 305 539 6153
Schroder Salomon Smith Barney Goldman Sachs
+44 (0) 20 7986 4000 +44 (0) 20 7774 1000
Robert Swannell Richard Campbell-Breeden
Wendell Brooks Basil Geoghegan
Peter Tague
David James (Corporate Broking) Phil Raper (Corporate Broking)
Credit Suisse First Boston (Europe) Ltd Cazenove
+44 (0) 20 7888 8888 +44 (0) 20 7588 2828
Tom Reid David Mayhew
Ed Matthews John Paynter
Brunswick (London) Brunswick (US)
+44(0) 20 7404 5959 Steve Lipin
John Sunnucks +1 212 333 3810
Charlotte Elston Lauren Teggelaar
Sophie Fitton +1 646 321 9692
3
INVESTOR COMMUNICATIONS
Please note the following timetable of events:
Analyst/Investor Meeting at 09.15 GMT
The Lincoln Centre
18 Lincoln's Inn Fields, London WC2A 3ED
UK & European Live Analyst/Investor Audio at 09.15 GMT (listen only)
Dial in: + 44 (0) 20 8901 6902
Password: P&O Princess / Royal Caribbean
The presentation slides will also be available on the Internet at the following
address www.poprincesscruises.com (from 11.00 GMT)
www.rclinvestor.com (from 14.00 GMT)
Playback from 11.00 GMT for 48 hrs
Dial in: +44 (0) 20 8797 2499
Pin Code: 118223#
Press conference at 11.30 GMT
The Lincoln Centre
18 Lincoln's Inn Fields, London WC2A 3ED
US & European Live Analyst/Investor conference call at 14.00 GMT
European Dial in: +44 (0)20 8515 2365
US Dial in: 1 800 218 0530
Password: P&O Princess / Royal Caribbean
Interviews with Richard D. Fain and Peter Ratcliffe, in Video, Audio and Text,
will be available on www.cantos.com from 07.00 on Tuesday, November 20th.
4
P&O PRINCESS CRUISES PLC AND ROYAL CARIBBEAN CRUISES LTD. COMBINE TO
CREATE THE WORLD'S LARGEST CRUISE VACATION GROUP
Introduction
P&O Princess Cruises plc ("P&O Princess") and Royal Caribbean Cruises Ltd.
("Royal Caribbean") have agreed to combine in a merger of equals, creating the
world's largest cruise vacation group. The combined group will have the most
modern fleet of the major cruise companies, comprising 41 ships operating in key
vacation markets. The combined group served some 3 million customers in 2000 and
had aggregate revenues for the 12 months to 30 September 2001 of over $5
billion.
Structure
The combination will be achieved through a dual listed company ("DLC")
structure. The combined entity will be managed as a single, unified business
with principal corporate headquarters in Miami, Florida and a significant
corporate office in London. Appendix C contains a summary of the principal terms
of the DLC. Richard D. Fain, currently Chairman and Chief Executive Officer of
Royal Caribbean, will be Chairman and Chief Executive Officer of the combined
group. Peter Ratcliffe, currently Chief Executive Officer of P&O Princess, will
be Managing Director and Chief Operating Officer of the combined group.
Existing P&O Princess shareholders will, in aggregate, have economic ownership
of 50.7% of the combined entity and existing Royal Caribbean shareholders will,
in aggregate, have economic ownership of 49.3% of the combined entity. No
shareholders in either company will need to exchange or tender their shares in
order to effect the combination. Contractual arrangements between the two
companies will ensure that distributions of both income and capital to
shareholders take place in a "fixed equalization ratio", subject to adjustment
for certain events, which reflects the respective economic interest of the
shareholders in the combined group. Under the terms of the combination, an
existing Royal Caribbean share will have an economic interest equivalent to
3.46386 existing P&O Princess shares.
Principal trading markets following completion of the transaction will continue
to be the New York and Oslo stock exchanges for Royal Caribbean and the London
Stock Exchange for P&O Princess. Based on the closing prices of P&O Princess and
Royal Caribbean shares on 19 November 2001, the aggregate market capitalisation
of the combined entity is approximately $6.0 billion and the aggregate
enterprise value of the combined group, based on 30 September 2001 balance
sheets, is $11.8 billion. Aggregate EBITDA for the 12 months to 30 September
2001 exceeded $1.2 billion.
5
RATIONALE FOR THE COMBINATION
Demographic changes and consumer appetite for leisure activities, coupled with
high levels of customer satisfaction, support a positive long-term outlook for
the cruise industry. Through the combination, both Royal Caribbean and P&O
Princess believe they will be able to benefit from this long-term growth trend
and create value for all the combined group's shareholders.
Through its well known global brands, the combined group will be a strong
competitor in all the major vacation markets in the US and Europe. The combined
group will have an enhanced product offering in the vacation markets already
served by the two existing companies and will be able to expand into new
vacation markets through enhanced redeployment flexibility offered by its large,
modern fleet.
The combined group will have a fleet of 41 ships offering approximately 75,000
berths, with a further 14 ships on order for delivery over the next three years,
offering over 30,000 additional berths. The combined fleet will be the youngest
of the major cruise operators with an average age of just six years, featuring
the highest proportion of cabins with balconies. The combined, modern fleet will
also have a highly efficient operating cost structure.
The combined group carried some 3 million customers in 2000 and generated
aggregate revenue during the 12 months ended 30 September 2001 of over $5
billion. Brands operated by the two companies include Royal Caribbean
International, Princess Cruises and Celebrity Cruises, all aimed primarily
toward North American customers, P&O Cruises and Swan Hellenic in the UK, AIDA
Cruises and the recently launched A'ROSA brand in Germany and P&O Cruises in
Australia. The combined group will have a strong position in the Caribbean
trade, and in the larger destination trades including Alaska, the Mediterranean,
the Baltic, the Panama Canal and other exotic destinations world-wide. The
combined group will benefit from a substantial tour operation infrastructure in
Alaska, including five wilderness lodges, and will also have three private
destination ports of call in the Caribbean islands.
By combining, the two companies expect to:
- maximise the potential of their ships through strategic redeployment;
- enhance their product offerings in existing vacation markets;
- accelerate the geographic penetration of cruising into new global
vacation markets; and
- realise significant cost savings.
The combination is expected to deliver significant cost savings, estimated to be
at least $100 million on an annualised basis, 12 months after completion. These
savings are incremental to the existing cost reduction programmes that each
company has already put in place. The additional savings are expected to come
primarily from marketing efficiencies, improved purchasing, rationalising
offices in various locations, reduced information systems costs and combining
6
Alaska tour operations. One-time cash costs of integration are expected to be
less than half the level of the annualised savings.
BOARD AND MANAGEMENT
Following completion, the combined group will be managed on a unified basis and
in effect will have a single board, as the composition of the boards of Royal
Caribbean and P&O Princess will be identical. Initially, the boards will
comprise twelve directors, half of which will be nominated by P&O Princess and
half by Royal Caribbean. These will include Richard D. Fain, currently Chairman
and Chief Executive Officer of Royal Caribbean, who will be Chairman and Chief
Executive Officer of the combined group and Peter Ratcliffe, currently Chief
Executive Officer of P&O Princess, who will be Managing Director and Chief
Operating Officer of the combined group.
Following completion of the transaction, Nick Luff, currently Chief Financial
Officer of P&O Princess, will become Chief Financial Officer of the combined
group and Richard Glasier, currently Chief Financial Officer of Royal Caribbean,
will assume a new operational role within the combined group.
The principal corporate headquarters of the combined group will be in Miami,
Florida, with a significant corporate office in London. The combined operation
will maintain a substantial presence in Los Angeles and Seattle, as well as
other offices in the US, UK, Germany and Australia.
The combined group will be renamed on completion with P&O Princess and Royal
Caribbean each taking the new group name.
7
FINANCIAL INFORMATION
For the four quarters ended 30 September 2001, P&O Princess and Royal Caribbean
(on their respective accounting policies and under UK GAAP and US GAAP
respectively) had the following results:
P&O Princess Royal Caribbean
$m $m
Gross revenue 2,451 3,131
EBITDA 494 781
Net income 266 324
Net assets 2,633 3,833
Royal Caribbean and P&O Princess intend to prepare a single set of combined
accounts, denominated in US dollars, presenting both UK and US GAAP figures.
They will also prepare other financial information as necessary for statutory
purposes.
The combined group expects to retain the majority of the debt facilities
currently in place for P&O Princess and Royal Caribbean. It is intended to put
in place additional debt facilities in due course to fund the new ships on order
that do not already have financing in place.
DIVIDEND POLICY
Following completion, dividends will be paid in accordance with the equalisation
ratio on a quarterly basis. The combined group will set future dividends taking
into account trading conditions, balance sheet considerations and future
prospects. It is expected that the tax treatment of dividends will remain
unchanged.
APPROVAL PROCESS AND TIMETABLE
Documents will be posted to the shareholders of Royal Caribbean and P&O Princess
as soon as practicable, setting out further information on the proposed
transaction and seeking shareholders' approval for the transaction. Shareholder
meetings for both companies will be held approximately three weeks later.
Completion of the transaction is expected to take place, subject to, inter alia,
shareholder and regulatory approvals, in the second quarter of 2002.
Royal Caribbean has agreed to use its reasonable best efforts to deliver
shareholder voting agreements representing at least 44.5% of the voting control
of Royal Caribbean on or before 3 December 2001. Procuring certain of these
shareholder agreements may be dependent upon such shareholders obtaining
8
satisfactory comfort with respect to the Norwegian tax treatment of the
transaction. If these voting agreements have not been delivered by such date,
P&O Princess has the right to terminate all agreements related to the
combination.
JOINT VENTURE
As an initial step in combining the two companies' operations and to accelerate
the development of cruising within European vacation markets, the two companies
have also entered into a joint venture agreement that will become effective
immediately. The joint venture company will target customers in southern Europe.
The joint venture company is owned 50% by P&O Princess and 50% by Royal
Caribbean. It is expected to commence cruise operations in 2003, deploying four
new ships, with two contributed by Royal Caribbean and two by P&O Princess. The
four new ships are currently on order and are scheduled for delivery in 2003 and
2004. The joint venture will have an asset base, after delivery of the initial
four ships, in excess of $2 billion.
Initial equity commitments of $1 billion will be made to the joint venture on a
50/50 basis by P&O Princess and Royal Caribbean. The remaining capital
requirements will be debt financed. The joint venture will provide a product
tailored for southern European customers, primarily from Italy, France and
Spain.
Under the agreement, all material decisions will require the consent of both
parent companies and each company has agreed that it will not compete with the
joint venture. In certain circumstances, including a change of control, Royal
Caribbean or P&O Princess would lose management and voting rights in the joint
venture. On a change of control, there are put and call arrangements over the
shares of the affected party in the joint venture company, where the
consideration can be satisfied by the acquiring party issuing either preferred
equity or 20 year subordinated loan notes with a coupon of 5%. If certain
commercial targets are not met, the joint venture may, unless either party has
been subject to change of control, be terminated in January 2003. The joint
venture agreement is not conditional on the approval of the shareholders of P&O
Princess or Royal Caribbean or any regulatory approval.
OTHER INFORMATION
Principal trading markets following completion of the transaction will continue
to be the New York and Oslo Stock Exchanges for Royal Caribbean and the London
Stock Exchange for P&O Princess. It is expected that P&O Princess will continue
to be included in the FTSE series of indices post completion and Royal Caribbean
will continue to be included in its existing indices post completion.
An amount of $62.5 million will be payable by either Royal Caribbean or P&O
Princess, in certain circumstances, if the transaction does not proceed.
9
Further information on Royal Caribbean can be accessed at its website,
www.rclinvestor.com, and at the Head Office of Royal Caribbean (1050 Caribbean
Way, Miami, Florida 33132, USA). Further information on P&O Princess can be
accessed at its website www.poprincesscruises.com.
Schroder Salomon Smith Barney acts as financial advisor and joint corporate
broker to P&O Princess and Goldman Sachs acts as financial advisor and joint
corporate broker to Royal Caribbean. Credit Suisse First Boston (Europe) Limited
acts as joint corporate broker to P&O Princess and Cazenove acts as joint
corporate broker to Royal Caribbean. Freshfields Bruckhaus Deringer and Sullivan
& Cromwell act as legal advisors to P&O Princess and Davis Polk & Wardwell and
Slaughter and May act as legal advisers to Royal Caribbean.
10
Form of Safe Harbour wording
Certain statements contained in this release are "forward-looking statements"
that involve risks, uncertainties and assumptions with respect to P&O Princess
and Royal Caribbean and their respective subsidiaries, including certain
statements concerning the transactions described herein, future results, plans
and goals and other events which have not yet occurred. These statements are
intended to qualify for the safe harbours from liability provided by Section 27A
of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities
Exchange Act of 1934, which are part of the Private Securities Litigation Reform
Act of 1995. You can find many (but not all) of these statements by looking for
words like "will", "may", "believes", "expects", "anticipates", "plans" and
"estimates" and for similar expressions. Because forward-looking statements
involve risks and uncertainties, there are many factors that could cause the
transactions described herein not to occur and/or each of P&O Princess' and
Royal Caribbean's actual results, performance or achievements to differ
materially from those expressed or implied in this release. These include, but
are not limited to, regulatory and shareholder approvals, achievement of planned
synergies, general economic and business conditions and in particular,
conditions in the travel and vacation industry, including changes in industry
capacity and competition from other cruise ship operators and other vacation
alternatives, safety and security concerns, incidents at sea and weather
conditions and their impact on the foregoing and each company's business and
cash flows of P&O Princess and Royal Caribbean; the political climate,
fluctuations in interest rates, or the price of oil, changes in the tax and
regulatory regimes under which each company operates, capital expenditures, and
factors impacting each of P&O Princess' and Royal Caribbean's international
operations. In addition, the sections entitled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in each of P&O
Princess' and Royal Caribbean's Annual Report on Form 20-F for the year ended
December 31 2000 filed with the U.S. Securities and Exchange Commission contain
important cautionary statements and a discussion of many of the factors that
could materially affect the accuracy of each company's forward-looking
statements and/or adversely affect their respective businesses, results of
operations and financial position, which statements and factors are incorporated
herein by reference. P&O Princess and Royal Caribbean do not plan to update any
forward-looking statements.
11
Schroder Salomon Smith Barney and Credit Suisse First Boston (Europe) Limited
which are regulated in the United Kingdom by The Securities and Futures
Authority Limited, are acting for P&O Princess in connection with the proposed
combination and no-one else and will not be responsible to anyone other than P&O
Princess for providing the protections offered to customers of Schroder Salomon
Smith Barney and Credit Suisse First Boston (Europe) Limited nor for providing
advice in relation to the proposed combination.
Goldman Sachs International and Cazenove & Co. Ltd, which are regulated in the
United Kingdom by The Securities and Futures Authority Limited, are acting for
Royal Caribbean in connection with the proposed combination and no-one else and
will not be responsible to anyone other than Royal Caribbean for providing the
protections offered to customers of Goldman Sachs International and Cazenove &
Co. Ltd nor for providing advice in relation to the proposed combination.
This announcement does not constitute a recommendation regarding the purchase or
sale of the ordinary shares of P&O Princess or the common stock of Royal
Caribbean. Shareholders should seek advice from an independent financial adviser
as to the suitability of any action for the individual concerned. This
announcement does not constitute an offer or invitation to purchase any
securities or a solicitation to vote in favour of the proposed combination. Any
shareholder action required in connection with the proposed combination will
only be set out in documents to be published in due course and any decision made
by shareholders should be made solely on the basis of information provided in
those documents.
12
APPENDICES
A. Overview of P&O Princess and Royal Caribbean
B. Explanation of DLC Structure
13
Appendix A
About Royal Caribbean
Royal Caribbean Cruises Ltd. is a global cruise vacation company that operates
Royal Caribbean International, Celebrity Cruises, and Royal Celebrity Tours. In
addition, the company owns a 50% share of Island Cruises, a cruise joint venture
with First Choice Holidays in Europe. Royal Caribbean International and
Celebrity Cruises have a combined total of 23 ships in service with a passenger
capacity of 47,400 berths. In addition, the company has six ships on order
offering an additional 14,600 berths. Royal Celebrity Tours operates land-tour
vacations in Alaska, Florida, British Columbia, and Europe and maintains a fleet
of glass domed railcars and motorcoaches to support its Alaska tour operations.
Island Cruises will operate the 1,512 passenger Island Breeze beginning in the
summer of 2002.
About P&O Princess
P&O Princess Cruises plc is a global cruise vacation company operating under the
following brand names: Princess Cruises in North America; P&O Cruises in the UK
and in Australia; AIDA, A'ROSA and Seetours in Germany and Swan Hellenic also in
the UK. It provides cruises to Alaska, the Caribbean, Europe, the Panama Canal
and other exotic destinations. The group currently has a fleet of 18 ships
offering a total of 27,370 berths, with 8 new ships on order, offering a further
17,520 berths. Princess' tour division, Princess Tours, is a leading tour
operator in Alaska with four riverside lodges (with a fifth being built), a
fleet of deluxe motorcoaches and luxury Midnight Sun Express rail cars.
14
Appendix B
The DLC structure
P&O Princess and Royal Caribbean will, subject to, inter alia, shareholder and
regulatory approvals, combine their operations though the creation of a DLC
structure.
Upon completion of the combination:
P&O Princess shareholders will collectively have a 50.7% voting and
economic interest in the combined group and Royal Caribbean shareholders a
49.3% voting and economic interest in the combined group. A Royal Caribbean
share will have the same economic and voting interests as 3.46386 P&O
Princess shares.
Arrangements will be put in place to ensure that dividends are paid on an
equalised basis and to ensure that shareholders are not prejudiced by
capital actions which have different effects on shareholders of the two
companies.
P&O Princess shareholders will continue to receive dividends from P&O
Princess paid in pounds sterling (unless shareholders have elected to
receive dividends in US$). Royal Caribbean shareholders will continue to
receive dividends from Royal Caribbean in US$.
The boards of directors of P&O Princess and Royal Caribbean will be
identical and the combined group will be managed as a single enterprise.
The shareholders of P&O Princess and Royal Caribbean will vote on key
decisions, including the appointment of directors, through a joint
electoral procedure in which the shareholders of P&O Princess and Royal
Caribbean will effectively vote as one body. However, where a matter may
impact differently on the two groups of shareholders, separate approval of
the shareholders of each of P&O Princess and Royal Caribbean will be
required.
Arrangements will be put in place so that each parent company will
guarantee the future creditors of the other parent company.
Each company's Articles will also be amended to ensure that an offer to
acquire one parent company must be accompanied by an equivalent offer to
acquire the other parent company.
P&O Princess and Royal Caribbean will continue to have separate legal
identities, tax residencies and stock exchange listings. Each will take the
name of the combined group on completion.
15
SIGNATURES
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.
ROYAL CARIBBEAN CRUISES LTD.
----------------------------
(Registrant)
Date: November 30, 2001 By: /s/ BONNIE S. BIUMI
------------------------
Bonnie S. Biumi
Vice President and Treasurer