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): June 7, 2006
| ROYAL CARIBBEAN CRUISES LTD. |
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| (Exact Name of Registrant as Specified in Charter) |
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| Republic of Liberia |
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| (State or Other Jurisdiction of Incorporation) |
| 1-11884 | | 98-0081645 |
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| (Commission File Number) | | (IRS Employer Identification No.) |
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| 1050 Caribbean Way, Miami, Florida | | 33132 |
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| (Address of Principal Executive Offices) | | (Zip Code) |
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| Registrant’s telephone number, including area code:305-539-6000 |
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| | Not Applicable | |
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| (Former Name or Former Address, if Changed Since Last Report) |
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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:
| | o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| | o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On June 7, 2006, Royal Caribbean Cruises Ltd. entered into an underwriting agreement with Goldman, Sachs & Co., Barclays Capital Inc., BNP Paribas Securities Corp., Greenwich Capital Markets, Inc., Morgan Stanley & Co. Incorporated, DnB NOR Markets, Inc., J.P. Morgan Securities Inc., Morgan Keegan & Company, Inc. and Scotia Capital (USA) Inc., as underwriters, with respect to the offer and sale of $550,000,000 principal amount of its 7.00% Senior Notes due 2013 and $350,000,000 principal amount of its 7.25% Senior Notes due 2016, pursuant to its Registration Statement on Form S-1, File No. 333-115090. The form of underwriting agreement is attached hereto as Exhibit 99.1 and is incorporated by reference into such Registration Statement.Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits |
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| | Exhibit 99.1 –Form of underwriting agreement. |
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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 hereunto duly authorized.
| | | ROYAL CARIBBEAN CRUISES LTD. |
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| Date: | June 7, 2006 | By: | /s/ Luis E. Leon |
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| | | | Name: | Luis E. Leon |
| | | | Title: | Executive Vice President and
Chief Financial Officer |
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