SEA CONTAINERS PROPOSES TO OFFER DUAL CAPITALIZATION

SEA CONTAINERS PROPOSES TO OFFER DUAL CAPITALIZATION

Sea Containers Ltd. this week announced a proposal to have two classes of common shares, with one class having a greater dividend and lesser voting rights than the other.

The dual capitalization proposal, which also would increase the number of shares the company is authorized to issue, is intended to provide the company with greater flexibility in future financings.Under the plan, the existing common shares of the company would be redesignated as Class B common shares and each shareholder would have the opportunity at any time to convert each Class B common share into one Class A common share.

Cash dividends on the Class A common shares would be at least 10 percent higher than any cash dividends on the Class B common shares.

Holders of Class B common shares would continue to have one vote per share; holders of the newly created Class A common shares would have one-tenth of one vote per share. In all other respects the Class A and Class B shares would be the same.

The existing convertible preferred shares of the company would be convertible into Class B common shares, which in turn would be convertible into Class A common shares.

The plan is subject to approval by holders of common shares at a special meeting scheduled for April 22, 1992.

In 1990, the company was the subject of unsuccessful takeover bids by Stena Line AB and Tiphook PLC. The share plan is thought by observers to be a useful defense against takeover attempts, although no new such efforts are on the horizon.

The company said that if the plan is approved by shareholders at the special meeting, it will make a onetime offer to pay 15 cents a share to each holder who converts shares into the newly created Class A common shares.

The offer would be designed to encourage prompt conversion and would expire on a date in May to be specified. The company anticipates that the offer would not be accepted by its subsidiaries that, as permitted by Bermuda law, own common shares in the company.