Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - AMBASSADORS INTERNATIONAL INC | a54141a2exv99w1.htm |
| EX-23.1 - EXHIBIT 23.1 - AMBASSADORS INTERNATIONAL INC | a54141a2exv23w1.htm |
| EX-99.2 - EXHIBIT 99.2 - AMBASSADORS INTERNATIONAL INC | a54141a2exv99w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
(Amendment
No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 29, 2009
AMBASSADORS INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-26420 | 91-1688605 | ||
| (State or Other Jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of Incorporation) | Identification Number) |
| 2101 4th Avenue, Suite 210, Seattle, Washington | 98121 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(206) 292-9606
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report
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) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 9.01. Financial Statements and Exhibits. | ||||||||
| SIGNATURES | ||||||||
| Exhibit Index | ||||||||
| EXHIBIT 23.1 | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
Table of Contents
EXPLANATORY NOTE
This Amendment No. 2 to the
Current Report on Form 8-K (the “Amended Form 8-K”) is being
filed by Ambassadors International, Inc. (the “Company”)
solely to correct an error on the date of the Report of Independent Registered Public Accounting Firm (the “Report”)
filed as Exhibit 99.2 to Amendment No. 1 to the Current Report on Form 8-K, filed by the Company with the Securities
and Exchange Commission (the “Commission”) on October 30, 2009. The Report was dated as of October 29, 2009 except
for the effects on the consolidated financial statements of i) the discontinued operations and the retrospective
application of FSP APB 14-1 to all periods presented and ii) the restatement, all described in Note 1, as to which
the dates are September 25, 2009 and October 29, 2009, respectively. The Report should have been dated and is amended
by this Amended Form 8-K to reflect the date of April 14, 2009 except for the effects on the consolidated financial
statements of i) the discontinued operations and the retrospective application of FSP APB 14-1 to all periods
presented and ii) the restatement, all described in Note 1, as to which the dates are September 25, 2009 and
October 29, 2009, respectively. This Amended Form 8-K includes as Exhibit 99.2 the Report with the corrected
date and the accompanying financial statements of the Company. The
Company has also filed as Exhibit 99.1 Management’s
Discussion and Analysis of Financial Condition and Results of
Operation (“MD&A”) for the periods covered by the
Report with this Amended 8-K. MD&A was not affected by this
Amended 8-K but the Company is filing MD&A with this
Amended 8-K for ease of reference.
On September 25, 2009 the
Company filed a Current Report on Form 8-K with the Commission (the
“Original Form 8-K”) solely (i) to show the
effects of the adoption of Financial Accounting Standards Board Staff
Position APB 14-1 (“FSP APB 14-1”), Accounting
for Convertible Debt Instruments That May be Settled in Cash upon Conversion (Including Partial Cash Settlement), on
the accounting for its 3.75% Convertible Senior Notes due 2027 and (ii) to reflect the reclassification of Ambassadors
Marine Group, LLC (“AMG”) and Cypress Reinsurance, Ltd.
(“Cypress”) as discontinued operations in accordance with
Statement of Financial Accounting Standards No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets
(“SFAS 144”), in the Company’s historical annual
financial information included in its Annual Report on Form 10-K
for the year ended December 31, 2008 (the “2008 Form 10-K”) filed on April 15, 2009. In addition, as disclosed in
Footnote 20 to the 2008 Consolidated Financial Statement, subsequent to December 31, 2008 the Company recorded a
$14 million impairment related to Majestic America Line assets as of June 30, 2009. During the financial statement
close process for the third quarter of fiscal 2009, the Company determined, due to events that occurred during the
third quarter that it is necessary to record an additional impairment charge of approximately $4 million related to
its Majestic America Line assets and an impairment charge of approximately $28 million related to its Windstar Cruise
assets. Amendment No. 1 to the Original Form 8-K amended Items 8.01
and 9.01 of the Original Form 8-K and added
disclosure under Items 2.02 and 4.02 to reflect a restatement for the 2008 $7 million loss on disposal related to
two Majestic America Line vessels from Other income (expense) to Operating loss from continuing operations and
included as exhibits the historical annual financial information and Management’s Discussion and Analysis of
Financial Condition and Results of Operation reflecting those changes.
Table of Contents
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations (superseding Part II. Item 7 of the 2008 Form 10-K and Exhibit 99.1 of Item 9.01 of the Original Form 8-K and Amendment No. 1 to the Original Form 8-K). | |
| 99.2 | Financial Statements and Supplementary Data (superseding Part II. Item 8 of the 2008 Form 10-K and Exhibit 99.2 of Item 9.01 of the Original Form 8-K and Amendment No. 1 to the Original Form 8-K). |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
| AMBASSADORS INTERNATIONAL, INC. |
||||
| Date: November 2, 2009 | By: | /s/ Arthur A. Rodney | ||
| Arthur A. Rodney | ||||
| Chief Executive Officer | ||||
Table of Contents
Exhibit Index
| Exhibit | Description of Exhibit | |
23.1
|
Consent of Independent Registered Accounting Firm. | |
99.1
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations (superseding Part II. Item 7 of the 2008 Form 10-K and Exhibit 99.1 of Item 9.01 of the Original Form 8-K and Amendment No. 1 to the Original Form 8-K). | |
99.2
|
Financial Statements and Supplementary Data (superseding Part II. Item 8 of the 2008 Form 10-K and Exhibit 99.2 of Item 9.01 of the Original Form 8-K and Amendment No. 1 to the Original Form 8-K). |