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As filed with the Securities and Exchange Commission on April 21, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: (Date of earliest event reported): April 21, 1999
AMERICAN CLASSIC VOYAGES CO.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-9264 31-030330
(Commission File Number) (IRS Employer Identification Number)
Two North Riverside Plaza, Suite 200
Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
(312) 258-1890
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events
On March 9, 1999, we signed a construction contract with Ingalls
Shipbuilding, Inc. for the construction of at least two new passenger cruise
ships. These ships will have the capacity to accommodate approximately 1,900
passengers each. The base contract price for each of the two new ships is $440
million, excluding furnishings, fixtures and equipment.
The contract provides that Ingalls will deliver the first new ship in
January 2003 and the second ship in January 2004. In addition, the
shipbuilding contract provides us an option to build up to four additional
vessels. The estimated contract price of the first option vessel is $487
million and the contract price for the other option vessels will be negotiated
between the parties.
Ingalls will provide a limited warranty for the design, material and
workmanship of each vessel for one year after delivery. Litton Industries,
Inc., the parent company of Ingalls, has guaranteed the shipbuilding contract.
The description above of the terms of the shipbuilding contract with
Ingalls is qualified in its entirety by reference to and incorporation of the
complete copy of the agreement attached hereto as an exhibit.
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ITEM 7. Financial Statements and Exhibits.
Exhibit
Number Exhibit
10 Master Shipbuilding Contract for Construction of Two
Passenger Vessels by and between Ingalls Shipbuilding, Inc.
and Project America, Inc. for Hulls No. 7671 and 7672,
dated March 9, 1999*
Exhibit A - Shipbuilding Contract for Construction of One
Passenger Vessel by and between Ingalls Shipbuilding, Inc.
and Project America, Inc. for Hull No. 7671, dated March 9,
1999 *(a substantially identical Shipbuilding Contract has
been entered into for hull no. 7672, with a delivery date
of January 2004)
Addendum 1 to Shipbuilding Contract
Exhibit A - Specifications*
Exhibit B - Plans
Exhibit C - Lump Sum
Exhibit D - Method for Determining Progress Payments
Exhibit E - Protocol of Delivery and Acceptance
Exhibit F - Protocol of Trials
Exhibit G - Protocol of Inventory
Exhibit H - Protocol of Stores of Consumable Nature
Exhibit I - Receipt of Drawings and Plans
Exhibit J - Declaration of Guarantee
* Certain portions of the exhibits filed herewith have been omitted
pursuant to an application for an order of confidential treatment pursuant to
Rule 24b-2 under the Securities Exchange Act of 1934, as amended. This
non-public information has been filed separately with the Securities and
Exchange Commission.
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: April 21, 1999 By: /s/ Jordan B. Allen
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Jordan B. Allen, Executive Vice President and
General Counsel