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As filed with the Securities and Exchange Commission on February 22, 1999
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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): FEBRUARY 22, 1999
AMERICAN CLASSIC VOYAGES CO.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 0-9264 31-0303330
(STATE OR OTHER JURISDICTION (COMMISSION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION FILE NUMBER IDENTIFICATION NO.)
TWO NORTH RIVERSIDE PLAZA, SUITE 200
CHICAGO, ILLINOIS 60606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code: (312) 258-1890
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. Other Events
We currently are negotiating a contract with Ingalls Shipbuilding,
Inc., a subsidiary of Litton Industries, Inc., to build two "world
class" cruise ships for delivery into the Hawaii market. We intend to
construct the new ships over the next five years. Each ship will
contain approximately 1,900 passenger berths. The contract is expected
to include options to build up to four additional vessels. The
estimated total construction costs of the two initial ships are
anticipated to be between $450 million and $470 million per ship. We
expect to execute a definitive design and construction contract by
April 1999. We anticipate that the first ship will be delivered in late
2002 and the second ship in late 2003.
On November 11, 1998, we entered into an agreement to acquire a
recently completed vessel. The agreement is subject to our due
diligence. Assuming that the due diligence is satisfactory, the
purchase of the vessel will occur no later than March 31, 1999. We plan
on outfitting the vessel for overnight passenger service with
approximately 150 passenger berths as part of our Delta Queen Steamboat
Co. business. We estimate the costs to acquire and outfit this vessel
will be $18.2 million. The conversion of the vessel is expected to
take between six and nine months and we expect the vessel to be
available to enter service on West Coast inland waterway itineraries in
early 2000. A copy of the agreement to purchase this vessel is filed
as Exhibit 1 to this Current Report on Form 8-K.
On February 22, 1999, we filed a Registration Statement on Form S-3
with the Securities and Exchange Commission relating to a proposed
public offering of up to 3,450,000 shares of common stock. Merrill
Lynch will be the underwriter for the proposed offering.
Our Board of Directors has approved the amendment of our Certificate of
Incorporation to increase our authorized capital shares from 25,000,000
to 45,000,000 and our authorized shares of common stock from 20,000,000
to 40,000,000. The holders of a majority of the shares of our
outstanding common stock have agreed to consent to this amendment. We
expect this amendment to become effective on or about March 31, 1999
following the satisfaction of regulatory and other requirements.
Some of the information in this Current Report on Form 8-K contains
forward-looking statements that involve substantial risks and uncertainties
within the meaning of the Private Securities Litigation Reform Act of 1995.
Words such as "expect," "anticipate," "intend," "plan," "believe," "estimate"
and variations of such words and similar expressions are intended to identify
such forward-looking statements. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these risks, uncertainties
and assumptions, the forward-looking events discussed in this Current Report on
Form 8-K might not occur.
ITEM 7. Financial Statements, Pro forma Financial Information and Exhibits
Exhibit
Number Exhibit
1 Asset Purchase and Sale Agreement dated
as of November 11, 1998 by and among The
Delta Queen Steamboat Co., and Richard
C. Breeden as bankruptcy trustee of the
bankruptcy estate of The Bennett Funding
Group, Inc., Bennett Receivables
Corporation, Bennett Receivables
Corporation II, Bennett Management &
Development Corporation, The Processing
Center, Inc., Resort Service Company,
Inc., American Marine International,
Ltd. and Aloha Capital Corporation.
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 hereunto duly authorized.
AMERICAN CLASSIC VOYAGES CO.
Date: February 22, 1999 By: /s/ Philip C. Calian
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Philip C. Calian, President and Chief
Executive Officer
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