Sea Containers Ltd/NY · 8-K/A · For 1/24/07 · EX-1

Filed On 1/26/07 9:14am ET   ·   SEC File 1-07560   ·   Accession Number 905148-7-755

Amendment to Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Current Report                            4     10K 
 2: EX-1        Underwriting Agreement                                 3     19K 

EX-1   ·   Underwriting Agreement

EX-1
1st Page of 3
TOC
Top
Previous
Next
Bottom
Just 1st
 

Exhibit 1 
--------- 

EX-1
2nd Page of 3
TOC
1st
Previous
Next
Bottom
Just 2nd

SEA CONTAINERS LIMITED
 BALANCE SHEET

                                                        [Enlarge/Download Table]

                                                               Unaudited       Unaudited  
                                                              ------------   -------------
                                                              November 30,   September 30,
                                                      Note        2006            2006    
                                                     ------   ------------   -------------
                                                                                          
Assets                                                                                    
Current assets                                                                            
   Cash and cash equivalents                                 $  56,007.964  $  41,765,342 
   Trade receivables - less allowances for doubtful                                       
     accounts of $1.773 million                                  1,917,770      1,239,265 
   Due from related parties                             (4)      8,201,195      9,751,096 
   Prepaid expenses and other current assets                     6,524,397      1,240,709 
                                                             ------------   ------------- 
      Total current assets                                      72,651,326     53,996,412 

Fixed assets, net                                       (5)             -      56,726,547 

Long-term equipment sales receivable, net               (5)             -      17,467,972 
Investment in group companies                           (2)             -               - 
Intercompany  receivables                               (3)             -               - 
Investment in equity ownership interests                (6)    202,366,216    196,477,948 
Other assets                                            (7)      3,378,541      5,298,877 
                                                             ------------   ------------- 
Total assets                                            (1)  $ 278,396,083  $ 329,967,755 
                                                             =============  ============= 

(1) Sea Containers Limited does not produce Company only accounts. This         
statement of assets represents the Company's internal accounting, on an         
unaudited and uncertified basis. As of November 30, 2006, Sea Containers Group  
has not filed its form 10-K report for fiscal year ended December 31, 2005, nor 
has it filed form 10-Q reports for the quarters ended March 31, 2006, June 30,  
2006 and September 30, 2006. The certification and audit process may result in  
adjustments to the above stated assets.                                         

(2) As the parent Company for the Sea Containers Group, the Company has an      
amount of $323,377,414 recorded in its books as an investment in subsidiary     
companies. The Company is presently undergoing an exercise to ascertain the     
value contained within its subsidiaries that will become available to the       
shareholders of Sea Containers Limited. Management's current view is that this  
investment is significantly impaired; therefore, whilst this exercise is        
underway, the Company feels it appropriate to make full provision against the   
investment in subsidiaries.                                                     

(3) The Sea Containers Group has a highly complex intercompany matrix that      
involves a large number of amounts receivable and payable. These are held as    
gross figures within the individual company accounting records but are netted   
off for the purposes of external presentation, The Company is in the process of 
evaluating all intercompany receivables and payables as part of its exercise to 
ascertain value held in subsidiary companies. The Company has a net intercompany
receivable from its direct and indirect subsidiaries of $591,161,521. This      
represents a gross intercompany payable of $1,159,171,743 and a gross           
intercompany receivable of $1,750,333,264. Full provision has been made against 
this net amount whilst the exercise to ascertain value is underway. It is       
possible that individual subsidiaries may have a claim against SCL and the      
netting off exercise in SCL's accounts is not prejudicial to any such claim that
a subsidiary may have.                                                          

(4) The amounts due from related parties largely consist of an amount due from  
GE SeaCo. This amount represents the anticipated recovery from GE SeaCo on      
completion of an expected set-off agreement which is currently being negotiated 
between SCL, Sea Containers Group Companies and GE SeaCo Group Companies.       

(5) Fixed assets and long-term equipment sales receivable relate to containers. 
On October 3, 2006, SCL transferred the majority of these containers to a       
Special Purpose Company wholly owned by SCL to enable refinancing of the        
container fleet. These containers were transferred at Net Book Value. On October
12, 2006, the remaining assets were sold to a third party.                      

(6) This balance almost entirely consists of the carrying value of the Company's
investment in GE SeaCo.                                                         

(7) $3.35 million of the Other Assets balance represent the unamortized part of 
capitalised finance costs in relation to certain of the Company's Senior loan   
notes that were outstanding at November 30, 2006.                               

EX-1
Last Page of 3
TOC
1st
Previous
Next
Bottom
Just 3rd

SEA CONTAINERS LIMITED
 BALANCE SHEET

                                                                [Download Table]

                                                        Unaudited       Unaudited   
                                                       ------------   ------------- 
                                                       November 30,   September 30, 
                                             Note          2006            2006     
                                            ------     ------------   ------------- 
                                                                                    
Liabilities and shareholders'                                                       
  equity                                                                            
Current liabilities                                                                 
   Accounts payable                                   $   2,809,381   $   1,013,982 
   Accrued expenses                                      29,436,083      24,117,831 
   Current portion of long-term debt           (11)      26,795,063      34,936,583 
   Current portion of senior notes                      385,069,151     384,706,801 
                                                      -------------   ------------- 
      Total current liabilities                         444,109,678     444,775,198 

Total shareholders' equity                     (10)    (165,713,595)   (114,807,443)
                                                      -------------   ------------- 
Total liabilities and shareholders' equity    (8)(9)  $ 278,396,083   $ 329,967,755 
                                                      =============   ============= 

(8) Sea Containers Limited does not produce Company only accounts. This         
statement of liabilities and shareholder's equity represents the Company's      
internal accounting, on an unaudited and uncertified basis. As of November 30,  
2006, Sea Containers Group has not filed its form 10-K report for fiscal year   
ended December 31, 2005, nor has it filed form 10-Q reports for the quarters    
ended March 31, 2006, June 30, 2006 and September 31, 2006. The certification   
and audit process may result in adjustments to the above stated liabilities and 
shareholder's equity.                                                           

(9) The United Kingdom government Pensions Regulator (which regulates           
employment-based pension plans in the UK and aims to protect the benefits of    
members of UK pension plans) has issued notices to the Group on October 19, 2006
warning that the Regulator is considering exercising its powers to issue        
financial support directions ("FSDs") to the Group under relevant UK pensions   
legislation, in respect of the Sea Containers 1983 Pension Scheme (the "1983    
Scheme") and the Sea Containers 1990 Pension Scheme (the "1990 Scheme")         
(together the "Schemes").                                                       

These are multi-employer defined benefit pension plans of Sea Containers        
Services Ltd., a UK subsidiary of the Group. If FSDs are issued to the Group, it
may be liable to make a financial contribution to one or both of the Schemes    
which may be greater than the sum payable by the Group in respect of pension    
liabilities under the terms of a support agreement between SCL and Sea          
Containers Services Ltd. entered into in 1989 under which the UK subsidiary     
provides administrative services to the Group and other subsidiaries and is     
indemnified by the Group for the cost of those services.                        

The Trustees of the Schemes or their actuary have advised the Group that their  
current estimates of the cost of winding up the Schemes, including the cost of  
purchasing annuities to pay projected benefit obligations to Scheme             
participants, would be approximately (pound)107 million ($201 million) for the  
1983 Scheme (after giving effect to the withdrawal of a GE SeaCo SRL subsidiary 
from the 1983 Scheme) and approximately (pound)27 million ($51 million) for the 
1990 Scheme. These values are subject to revision.                              

Because the Schemes are multi-employer plans, the liabilitiesunder them are     
shared among the participating companies. The Company cautions, however, that   
these estimated costs have not been agreed by the Company and that no FSDs have 
been issued. The Group is considering its reply to the Regulator's warning      
notices and does not accept that it is reasonable or appropriate for the        
Regulator to issue FSDs.                                                        

(10) Shareholders' Equity is calculated after all adjustments that have been    
noted in notes (1) to (9) above. In particular, the treatment of investments    
in group companies and net intercompany receivables as discussed in notes (3)   
and (4) have a material effect on Shareholders' Equity. Any adjustment to this  
policy which may arise on completion of the exercise to ascertain value held in 
subsidiary companies and the associated evaluation of intercompany receivables  
and payables may have a material impact on Shareholders' Equity as stated.      

(11) The Current portion of long term debt consists of loans from HSH Nordbank, 
for a ship acquisition and Silverpoint, who made certain payments on behalf of  
the Company to shareholders of another company.                                 

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K/A Filing		Date		First		Last			Other Filings
		12/31/05		2		3			NT 10-K
		3/31/06		2		3
		6/30/06		2		3
		9/30/06		2
		10/1/06		3
		10/3/06		2					8-K
		10/12/06		2
		10/19/06		3					8-K
		11/30/06		2		3
For The Period Ended		1/24/07							4
Filed On / Filed As Of		1/26/07							4
Top									List All Filings