As filed with the Securities and Exchange Commission on October 20, 1995.
Registration No. 33-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARNIVAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF PANAMA 59-1562976
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
(305) 599-2600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ARNALDO PEREZ, ESQ.
GENERAL COUNSEL
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
(305) 599-2600, EXT. 5323
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE
FOLLOWING BOX. /X/
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT
OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR
INTEREST INVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. / /
IF THIS FORM IS FILED TO REGISTER ADDITIONAL SECURITIES FOR AN OFFERING
PURSUANT TO RULE 462(B) UNDER THE SECURITIES ACT, PLEASE CHECK THE
FOLLOWING BOX AND LIST THE SECURITIES ACT REGISTRATION STATEMENT NUMBER OF
THE EARLIER EFFECTIVE REGISTRATION STATEMENT FOR THE SAME OFFERING. / /
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
UNDER THE SECURITIES ACT, CHECK THE FOLLOWING BOX AND LIST THE SECURITIES
ACT REGISTRATION STATEMENT NUMBER OF THE EARLIER EFFECTIVE REGISTRATION
STATEMENT FOR THE SAME OFFERING. / /
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
PLEASE CHECK THE FOLLOWING BOX. / /
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
CALCULATION OF REGISTRATION FEE
= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =
Proposed Proposed
Maximum Maximum
Title of each class Amount Offering Aggregate Amount of
of Securities to be to be Price Per Offering Registration
Registered Registered Unit Price Fee
Class A Common Stock 150,000 $23.50(1) $3,525,000(1) $1,215.52
$.01 par value
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) of the Securities Act of 1933, based on the
average high and low price of the Carnival Corporation Class A Common Stock
on October 18, 1995 as reported on the New York Stock Exchange.
PROSPECTUS
CARNIVAL CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN
OFFERING UP TO 150,000 SHARES OF COMMON STOCK
The Automatic Dividend Reinvestment Plan (the "Plan") of Carnival
Corporation (the "Corporation") provides holders of the Corporation's Class
A Common Stock, par value $.01 per share (the "Common Stock"), with a
convenient method of purchasing additional shares of Common Stock without
payment of any brokerage commission or service charge.
The shares purchased under the Plan may be newly issued shares or
shares purchased for participants in the open market, at the Corporation's
option. The Plan currently provides that shares purchased for participants
with reinvested dividends will be purchased at fair market value, as
determined in the Plan. The Corporation, however, reserves the right to
modify the pricing or any other provision of the Plan at any time. The
Plan does not represent a change in the Corporation's dividend policy or a
guarantee of future dividends, which will continue to depend on earnings,
financial requirements and other factors. Any holder of record of Common
Stock is eligible to participate in the Plan.
Shareholders who enroll in the Plan will continue to be enrolled
unless they notify First Union National Bank of North Carolina, Agent for
the Plan, that they wish to withdraw from participation (see "Description
of the Plan"). Shareholders who do not wish to participate in the Plan
will continue to receive cash dividends (if any), as and when declared by
the Board of Directors.
This Prospectus relates to shares of Common Stock of the Corporation
registered for purchase under the Plan. It is suggested that this
Prospectus be retained for future reference.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR BY ANY STATE SECURITIES COMMISSION
NOR HAS THE COMMISSION NOR HAS ANY STATE
SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
---------------------------------------------------
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY OF THE SECURITIES OFFERED BY THIS PROSPECTUS IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION.
The date of this Prospectus is October 20, 1995.
No person has been authorized to give any information or to make any
representation other than as contained or incorporated by reference in this
Prospectus. This Prospectus does not constitute an offer of any securities
other than those described on the cover page or an offer to sell or a
solicitation of an offer to buy within any jurisdiction to any person to
whom it is unlawful to make such offer or solicitation within such
jurisdiction. Neither the delivery of this Prospectus nor any sales made
under this Prospectus shall under any circumstances create any implication
that there has been no change in the affairs of the Corporation since the
date of this Prospectus.
AVAILABLE INFORMATION
The Corporation is subject to the information requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549 or at its Regional Offices located at 500 West Madison Street, Suite
1400, Chicago, Illinois 60661; and 7 World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 5th Street, N.W.,
Washington, D.C. 20549 at prescribed rates. The Common Stock is listed and
traded on the New York Stock Exchange (the "NYSE"). Reports, proxy
statements and other information can also be inspected at the offices of
the NYSE, 20 Broad Street, New York, New York 10005.
The Corporation will furnish without charge to each person to whom
this Prospectus is delivered, upon the person's written or oral request, a
copy of any or all of the documents described under the caption
"Incorporation of Certain Documents by Reference," other than exhibits to
such documents (unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to:
CARNIVAL CORPORATION
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Attention: Investor Relations
(305) 599-2600
CARNIVAL CORPORATION
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
Carnival Corporation is the world's largest multiple-night cruise line
based on the number of passengers carried and revenues generated. The
Corporation offers a broad range of cruise products, serving the
contemporary cruise market through Carnival Cruise Lines, the premium
market through Holland America Line, and the luxury market through Windstar
Cruises and the Corporation's joint venture, Seabourn Cruise Line. In
total, the Corporation owns and operates 20 cruise ships with an aggregate
capacity of 26,035 passengers based on two passengers per cabin. The ten
Carnival Cruise Lines ships have an aggregate capacity of 16,796 passengers
with itineraries in the Caribbean, the Mexican Riviera, and Alaska. The
seven Holland America Line Ships have an aggregate capacity of 8,795
passengers, with itineraries in the Caribbean and Alaska and through the
Panama Canal, as well as other worldwide itineraries. The three Windstar
ships have an aggregate capacity of 444 passengers with itineraries in the
Caribbean, the South Pacific, the Mediterranean and the Far East. The two
Seabourn ships have an aggregate capacity of 408 passengers with
itineraries in the Caribbean, the Baltic, the Mediterranean and the Far
East.
The Corporation has signed agreements with a Finnish shipyard
providing for the construction of three additional SuperLiners, each with a
capacity of 2,040 passengers, for Carnival Cruise Lines with delivery
expected in March 1996, February 1998 and November 1998. The Corporation
has an agreement with an Italian shipyard for the construction of two
cruise ships, each with a capacity of 2,640 passengers, for Carnival Cruise
Lines with delivery expected in September 1996 and December 1998. The
Corporation also has contracted with an Italian shipyard for the
construction of one cruise ship with a capacity of 1,266 passengers and one
cruise ship with a capacity of 1,320 passengers for Holland America Line,
with delivery expected in June 1996 and September 1997, respectively.
The Corporation also operates a tour business, through Holland America
Westours, which markets sightseeing tours both separately and as a part of
Holland America Line cruise/tour packages. Holland America Westours
operates 16 hotels in Alaska and the Yukon River, over 290 motor coaches
used for sightseeing and charters in the states of Washington and Alaska
and in the Canadian Rockies and ten private domed rail cars which are run
on the Alaskan railroad between Anchorage and Fairbanks.
The Corporation was incorporated under the laws of the Republic of
Panama in November, 1974. The Corporation's executive offices are located
at 3655 N.W. 87th Avenue, Miami, Florida 33178-2428, telephone number
(305) 599-2600. The Corporation's registered office in Panama is located
at 10 Elvira Mendez Street, Interseco Building, Panama, Republic of Panama.
USE OF PROCEEDS
The Corporation has no basis for estimating precisely the number of
shares of Common Stock that will ultimately be sold under the Carnival
Corporation Automatic Dividend Reinvestment Plan (the "Plan") or the prices
at which the shares of Common Stock will be sold. However, the Corporation
proposes to use the net proceeds from the sale of newly issued shares of
Common Stock pursuant to the Plan, when and as received, for general
corporate purposes. If shares are purchased for the Plan in the open
market, the Corporation will not receive any proceeds therefrom.
DESCRIPTION OF THE PLAN
The provisions of the Plan are set forth below in question and answer
format. The Plan was approved by the Board of Directors of the Corporation
on October 9, 1995, and became effective as of October 9, 1995. The
Corporation has initially reserved 150,000 shares of authorized and
unissued Common Stock for issuance under the Plan. All shares of Class A
Common Stock issued and to be issued by the Corporation pursuant to the
Plan have been or will be, when issued, fully paid and nonassessable.
1. WHAT IS THE PLAN?
The Plan provides that the Corporation's eligible owners of Class A
Common Stock may reinvest their cash dividends automatically in shares of
Class A Common Stock, par value $.01 per share ("Common Stock").
2. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE ITS ADVANTAGES?
The Plan offers a convenient and economical way for holders of record
of the Corporation's Common Stock to increase their ownership of shares of
Common Stock without incurring brokerage commissions or service charges and
without having to pay full dealer mark-ups, if any. Full investment of
funds is possible under the Plan because the Plan permits fractions of
shares, as well as full shares, to be credited to a participant's account.
Participants will be credited with dividends on full and fractions of
shares held under the Plan.
To the extent that shares purchased under the Plan are purchased from
the Corporation from its authorized and unissued shares of Common Stock,
the Corporation will use the proceeds of the sale for general corporate
purposes.
3. WHO ADMINISTERS THE PLAN AND WHAT REPORTS WILL PARTICIPANTS RECEIVE
CONCERNING THE PLAN?
First Union National Bank of North Carolina (the "Agent"), a bank
unaffiliated with the Corporation, will administer the Plan. The Agent
arranges for the custody of share certificates, keeps records, sends
statements of account to participants, and makes purchases of shares of
Common Stock under the Plan for the account of participants. The Agent
will send each participant a statement of his or her account under the Plan
as soon as practicable following each purchase of shares of Common Stock.
Each statement will show (a) any dividends credited; (b) plan shares
purchased and fractional shares allocated; (c) the cost per share of the
purchased shares and fractional shares; (d) the number of whole shares for
which certificates have been issued, if any; and (e) the beginning and
ending balances of whole shares and fractional shares. The Agent will also
provide Plan participants with copies of any amendments to the Plan and any
Prospectuses relating to the Plan together with information for reporting
dividend income for federal income tax purposes. The Agent will also serve
as custodian of shares purchased under the Plan to protect participants
from loss, theft or destruction of stock certificates.
All inquiries, notices, requests and other communications by
participants concerning the Plan should be sent to the Agent at:
First Union National Bank of North Carolina
Shareholder Services Group
230 South Tryon Street, NC1153
Charlotte, North Carolina 28288-1153
Participants may also contact the Agent by telephone at 1-800-829-8432.
Participants are required to promptly notify the Agent in writing of
any change of address. Notices or statements from the Agent may be given
or made by letter addressed to the participant at his or her last address
of record with the Agent and any such notice or statement shall be deemed
given or made when received by the participant or 5 days after mailing,
whichever occurs earlier.
The Corporation reserves the right to assume the administration of the
Plan at any time and without prior notice to Plan participants. In the
event the Agent should resign or otherwise cease to act as an agent or as
custodian of shares under the Plan, the Corporation will make such other
arrangements as it deems appropriate for administration of the Plan and the
custody of shares purchased under the Plan.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any shareholder owning of record shares of Common Stock is eligible to
participate in the Plan. Participation in the Plan is entirely voluntary.
If any shareholder owns stock which is registered in a name other than his
or her own, such as in the name of a broker, bank nominee or trustee, and
wishes to participate in the Plan, it will be necessary for him or her to
withdraw his or her shares from "street name" or other registration and
register the stock in his or her own name.
5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
Any eligible shareholder may participate in the Plan at any time by
completing an authorization card and returning it to the Agent. The
authorization card authorizes the Agent to establish an account for the
participant. In addition, the authorization card will direct the Agent to
apply cash dividends on all shares of Common Stock owned of record by the
participant, or on such lesser number of shares of Common Stock as may be
designated by the participant, and all cash dividends on all shares of
Common Stock credited to his or her account under the Plan, to the purchase
of shares of Common Stock. If an authorization card is received later than
the record date for a cash dividend, the dividend will be paid to the
participant in cash and participation in the Plan will begin as of the next
dividend payment date.
The dividend record date set by the Corporation has been generally
about fourteen days prior to the dividend payment date. Dividends have
historically been paid on approximately the fourteenth day of March, June,
September and December; however, such dates are subject to change at the
discretion of the Corporation's Board of Directors. A new authorization
card, decreasing or increasing the amount of stock subject to the Plan, may
be submitted at any time.
In all cases, an authorization card must be signed by, or on behalf
of, all owners of record. When shares are held by joint tenants, all
should sign. When an authorization card is signed by an executor,
administrator, trustee or guardian, or as attorney, the capacity in which
the notification is signed must be specified. An authorization card of a
corporate or other organizational owner should be signed by an authorized
officer or other official, identified as such.
6. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will come from the authorized and
unissued shares of the Common Stock or from shares purchased on the open
market by the Agent, as determined by the Corporation. Any market
purchases may be in negotiated transactions, but prices may not exceed
current market prices at the time of purchase.
Neither the Corporation nor the Agent shall have any liability to
participants in connection with the timing of purchases, the price at which
shares of the Common Stock are purchased, or the failure to make purchases
at any time in order to comply with statutory, regulatory or other legal
restrictions.
With respect to any open market purchases made under the Plan, the
Agent will have full discretion as to all matters relating to purchases,
including determination of the number of shares, if any, to be purchased on
any day, the time of day, the price paid for such shares, the markets in
which such shares are to be purchased (including on any securities exchange
or in the over-the-counter market) and the persons (including brokers or
dealers) from or through whom such purchases are made.
7. WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?
If shares are purchased from the Corporation, the purchases will be
made on the dividend payment date and such shares will be credited to
participants accounts on the dividend payment date. If shares are to be
purchased in the open market, the Agent is to use its best efforts to apply
all funds received by it to the purchase of shares within 30 days of the
receipt of such funds from the Corporation, subject to any applicable
requirements under the federal securities laws relating to the timing and
manner of purchases of Common Stock under the Plan. Any funds not used
within 30 days of their receipt by the Agent to buy shares of Common Stock
will be returned to participants. No interest shall be paid to the
participant on any funds credited to his or her account.
8. WHAT IS THE PURCHASE PRICE OF THE SHARES?
If the Common Stock is purchased from the Corporation, the price per
share of Common Stock purchased with participant's cash dividends will be
the closing price for the Common Stock on the New York Stock Exchange
Composite Tape on the dividend payment date, as reported in The Wall Street
Journal or other authoritative source. In the event there are no trades in
the Common Stock on such date, the purchase price shall be the closing
price on the most recent date preceding the dividend payment date, as
reported in The Wall Street Journal or other authoritative source. The
price per share for open market purchases will be the weighted average
price paid by the Agent for all shares of Common Stock purchased by it for
participants in the Plan through negotiation with the seller. No share of
Common Stock will be purchased at a price in excess of current market
prices at the time of purchase.
9. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR A PARTICIPANT?
The number of shares to be purchased depends on the amount of the
participant's dividends and the price paid for the Common Stock. In making
purchases for the participant's account, the Agent will pool the
participant's funds with those of other participants. If funds received on
behalf of a participant are insufficient to buy a full share (or shares)
the Agent will credit the participant's account with a fractional share
computed to four decimal places.
10. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
The Corporation shall either pay directly or reimburse the Agent for
the expenses of administering the Plan, including, but not limited to, the
costs of printing and distributing Plan literature to record holders of
Common Stock and forwarding proxy solicitation materials to participants.
Participants will not be responsible for payment of any brokerage
commissions or fees or service charges in connection with the purchase of
shares under the Plan whether their shares are newly issued or purchased on
the open market.
Any costs incurred as a result of a participant's request to sell
shares of stock in his or her account pursuant to Section 12 or 13 shall be
borne by the participant. Such costs shall include, but not be limited to,
brokerage commissions.
The Corporation has authorized the Agent to process all purchases and
sales through First Union Discount Brokerage Service, an affiliate of the
Agent. First Union Discount Brokerage Service has agreed to process all
purchases and sales of Common Stock for the Plan on a non-profit basis and
will charge the Corporation fees only to the extent necessary to cover
costs incurred by First Union Discount Brokerage Service in effecting such
transactions. No minimum fees will be applied to any transaction by First
Union Discount Brokerage Service.
11. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES PURCHASED?
Normally, certificates for shares purchased under the Plan will not be
issued to participants. Instead, shares purchased for each participant
will be credited to his or her account under the Plan and held for safety
and convenience by the Agent, as custodian. Shares credited to the account
of a participant under the Plan may not be assigned, pledged as collateral
or otherwise transferred. However, either the Corporation or a participant
(by written notice to the Agent) may elect to have certificates for any
number of full shares credited to the participant's account furnished to
the participant without affecting his or her participation in the Plan. No
certificates will be issued for fractional shares.
12. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time by notifying the
Agent in writing. If a participant's request to withdraw is received by
the Agent at least five (5) days before a dividend record date, the amount
of the dividend which would have otherwise been applied for purchase of
Common Stock on the related dividend payment date and all subsequent
dividends will be paid in cash to the withdrawing participant unless he or
she re-enrolls in the Plan. If the request is received less than five (5)
days before or after the record date but before the dividend payment date,
shares will be purchased for the participant's account and, as a result,
the procedure outlined below for delivery of certificates, sale of shares
and cash payments will be followed.
When a participant withdraws from the Plan, a certificate for whole
shares credited to his or her account under the Plan will be issued to the
participant. The participant will receive a cash payment for any
fractional share.
Generally, it will require ten days to two weeks from the time notice
of withdrawal is received by the Agent until share certificates are mailed
to a participant. A longer time is required if the notice is received
between a dividend record date and the dividend payment date.
Notice of a participant's death also constitutes notice of withdrawal
from the Plan. Settlement will be made to the participant's duly appointed
personal legal representative after the satisfaction of any applicable
requirements of law.
An eligible shareholder may again become a participant at any time
following his or her withdrawal by following the procedures then in effect
for enrollment in the Plan.
13. HOW AND WHEN MAY A PARTICIPANT SELL SHARES HELD IN THE PLAN?
Any participant may sell some or all of his or her shares in the Plan
either by directing the Agent to sell the shares or through the
participant's broker. If the participant elects to direct the Agent to
sell the shares, the participant shall provide the Agent with an
authorization form directing such a sale, specifying the number of shares
to be sold. As soon as practicable after the receipt of the authorization
form, the Agent will sell the shares and remit the net proceeds of the sale
(the total sales price of all shares sold less the costs of the sale,
including brokerage commissions) to the participant.
If the participant elects to sell through a broker, he or she must
first request the Agent to send the participant a certificate or
certificates representing the requested number of shares in the Plan
credited to the participant's account. As soon as practicable after the
receipt of such request, the Agent will issue a certificate or certificates
representing such number of shares to the participant in his or her name as
it appears in the participant's account under the Plan, unless other
instructions are received in writing. Generally, it will require ten days
to two weeks from the time a request is received by the Agent until shares
certificates are mailed to a participant. A longer time is required if the
request is received between a dividend record date and the dividend payment
date.
A participant who wishes to sell some or all of his or her shares in
the Plan should be aware of the risk that the price of the Common Stock may
decrease between the time that the participant determines to sell shares in
the Plan and the time that the sale is completed. This risk is borne
solely by the participant.
14. WHAT HAPPENS IF THE CORPORATION ISSUES A STOCK DIVIDEND, DECLARES A
STOCK SPLIT, OR HAS A RIGHTS OFFERING?
Stock dividends in the form of Common Stock or split shares
distributed by the Corporation on shares of Common Stock held by the Agent
for a participant will be credited to the participant's Plan Account.
Certificates for stock dividends and split shares distributed on shares of
Common Stock registered in the name of the participant will be mailed
directly to the participant. In the event of a subscription rights
offering or a dividend in the form of stock other than Common Stock, such
rights or such stock will be mailed directly to a participant in the Plan
in the same manner as to holders of Common Stock not participating in the
Plan.
15. WHO VOTES THE SHARES HELD IN THE PLAN?
The Agent will forward, as soon as practicable, any proxy solicitation
materials to each participant. If the proxy is returned to the Agent on a
timely basis and properly signed, the Agent will vote the whole and
fractional shares credited to the participant's account in accordance with
the instructions given or, if no instructions are given, in accordance with
the recommendations of the Corporation's management. If the signed proxy
is not returned, returned unsigned or returned late, the shares credited to
the participant's account will not be voted.
16. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF
COMMON STOCK ACQUIRED THROUGH THE PLAN?
Participants are advised to consult their own tax advisors with
respect to the tax consequences of their participation in the Plan. The
reinvestment of cash dividends does not relieve the participant of any
income tax payable on such dividends. Each year a participant will receive
from the Agent all required Internal Revenue Service Federal income tax
statements which reflect the dividends paid on shares of Common Stock
registered in the participant's name and the dividends paid on the
participant's credited shares of Common Stock under the Plan. The Agent's
statements of a participant's Plan account should be retained by the
participant to help determine the tax basis of shares of Common Stock
acquired through the Plan.
As a general matter, participants who are citizens or residents of the
United States will be taxed by the United States on dividends reinvested
under the Plan in the following manner:
(1) Participants will be treated for federal income tax purposes
as having received, on the dividend payment date, a dividend equal to
the greater of (i) the cash dividend payable on account of the
participant's shares or (ii) the fair market value on the dividend
payment date of the Common Stock purchased with reinvested dividends.
The tax basis and a participant's income attributable to Common Stock
purchased with reinvested dividends will be equal to the amount of
such dividend, increased by the participant's pro rata share of
brokerage fees paid by the Corporation, if any (see Section 10).
(2) A participant's holding period for Common Stock acquired
pursuant to the Plan will begin on the day following the purchase of
such Common Stock (see Section 7).
(3) A participant will not realize any taxable income when the
participant receives certificates for whole shares credited to the
participant's account, either upon the participant's request for the
certificates or upon withdrawal from or termination of the Plan.
(4) A participant will realize gain or loss when whole shares of
Common Stock are sold or exchanged, whether such shares are sold by
the Agent pursuant to the participant's request upon the participant's
withdrawal from the Plan, or by the participant after withdrawal from
or termination of the Plan, and, in the case of a fractional share,
when the participant receives a cash payment for a fractional share
credited to the participant's account upon withdrawal from or
termination of the Plan. The amount of such gain or loss will be the
difference between the amount the participant receives for the whole
shares or fractional share and the tax basis of the whole shares or
fractional share.
The Corporation anticipates that dividends reinvested by participants
in the Plan will not be subject to income tax by the Republic of Panama.
Because Federal tax laws change constantly and dividends reinvested
pursuant to the Plan may be subject to taxes imposed by the participant's
state of residence, participants are advised to consult their own tax
advisors with respect to the tax consequences of their participation in the
Plan, including the application of Federal, State, Local and Foreign tax
laws.
17. HOW ARE PARTICIPANTS WHO ARE NEITHER UNITED STATES CITIZENS OR
RESIDENTS TAXED ON DIVIDENDS REINVESTED IN THE PLAN?
Dividends paid by the Corporation to shareholders that are neither
United States citizens nor tax residents and gain recognized upon the sale
of Common Stock by such individuals will not be subject to United States
Federal income tax unless included as effectively connected income.
Certain individuals who are not otherwise residents of the United States
may be considered tax residents depending on their individual circumstances
and applicable treaty rules. Participants in doubt as to their status for
this purpose are urged to consult their tax advisors.
The Corporation anticipates that dividends reinvested by participants
in the Plan will not be subject to income tax by the Republic of Panama.
18. WHAT ARE THE RISKS IN PARTICIPATION IN THE PLAN?
Each participant assumes all risks inherent in any stock purchase with
respect to Common Stock purchased under the Plan, whether or not a
certificate for the Common Stock has been issued to the participant. A
participant has no guarantee against a decline in the price or value of the
Common Stock, and the Corporation assumes no obligation to repurchase any
shares purchased under the Plan. A participant has all the rights of any
other owner of the Common Stock with respect to the whole shares of Common
Stock held for him under the Plan.
19. WHAT IS THE RESPONSIBILITY OF THE CORPORATION AND AGENT UNDER THE
PLAN?
Neither the Corporation nor the Agent shall be liable in administering
the Plan for any act done in good faith, or for any good faith omission to
act, including, without limitation, any claims of liability: (1) arising
out of failure to terminate the participant's Plan Account upon such
participant's death prior to receipt of notice in writing of such death;
(2) with respect to the prices at which shares of Common Stock are
purchased or sold for the participant's Plan Account and the time when such
purchases or sales are made (provided, however, that nothing herein shall
be deemed to constitute a waiver of any rights that a participant might
have under the Securities Exchange Act of 1934 or other applicable State
securities laws); and (3) for any fluctuations in the market price after
purchase or sale of shares of Common Stock.
20. WHO INTERPRETS AND REGULATES THE PLAN?
The Board of Directors of the Corporation reserves the right to
interpret and regulate the Plan. The Board of Directors may adopt rules,
regulations and procedures to resolve matters not specifically covered by
the Plan.
21. MAY THE PLAN BE AMENDED OR DISCONTINUED?
The Board of Directors of the Corporation may suspend, amend, or
terminate the Plan at any time upon 30 days' written notice to the
participants and to the Agent setting forth the effective date of the
suspension, amendment, or termination. The Board of Directors of the
Corporation, with the consent of the Agent, may also terminate or amend the
Plan at any time effective immediately upon notice to the participants in
order to correct any noncompliance of the Plan with any applicable law.
Any suspension, amendment, or termination, however, shall not affect any
participant's interest in the Plan which has accrued prior to the date of
the suspension, amendment, or termination.
In the event of termination of the Plan, the Agent shall issue to each
participant, as soon as practicable, certificates for the whole shares
credited to his or her account under the Plan and a check in the amount
equal to the cash and proceeds from the liquidation of the fractional
shares allocated to his or her account.
LEGAL OPINION
The validity of the shares of the Corporation's Common Stock issuable
under the Plan has been passed upon by Tapia Linares y Alfaro, Panama City,
Republic of Panama.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K/A #1 for the year ended November 30,
1994, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent certified public accountants, given on the
authority of said firm as experts in auditing and accounting.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed in (a) through (d) below and all documents
subsequently filed pursuant to Sections 13(a), 13(c), 14, and 15(d) of the
Securities Exchange Act of 1934, prior to the termination of the offering,
shall be deemed to be incorporated by reference in this Prospectus.
(a) The Corporation's Annual Report on Form 10-K for the fiscal year
ended November 30, 1994 filed with the Commission (File No. 1-9610)
pursuant to the Exchange Act, as amended by Form 10-K/A #1 dated March 21,
1995.
(b) The Corporation's Quarterly Report on Form 10-Q for the three
month periods ended February 28, 1995, May 31, 1995 and August 31, 1995.
(c) The description of the Corporation's Class A Common Stock
contained in its Registration Statement on Form 8-A dated October 30, 1991,
filed pursuant to Section 12(d) of the Exchange Act, including any
amendment or reports filed for the purpose of updating such description.
(d) All information included in the future in appendixes to the
Carnival Corporation Automatic Dividend Reinvestment Plan Prospectus.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Corporation's Articles of Incorporation and By-Laws provide,
subject to the requirements set forth therein, that with respect to any
person who was or is threatened to be made a party to any threatened,
pending or completed action, suit or preceding, whether civil, criminal,
administrative or investigative, the Corporation shall indemnify such
person by reason of the fact that he is or was a director or an officer,
and may indemnify such person by reason of the fact that he is or was an
employee or agent of the Corporation or is or was serving at its request as
a director, officer, employee or agent in another corporation, partnership,
joint venture, trust or other enterprise, in either case against expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
Corporation, and with respect to any criminal action or proceeding had no
reasonable cause to believe his conduct was unlawful. The Corporation has
entered into indemnity agreements with Maks L. Birnbach, William S. Ruben,
Stuart Subotnick, Sherwood M. Weiser and Uzi Zucker providing essentially
the same indemnities as are described in the Corporation's Articles of
Incorporation.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Corporation pursuant to the foregoing provisions, the
Corporation has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses payable by the Corporation in connection with the
issuance and distribution of the securities being registered are estimated
to be
Registration Fee . . . . . . . . . . . . . . . . . $ 1,215.52
Blue Sky Expenses . . . . . . . . . . . . . . . . . $ 400.00
NYSE Fee . . . . . . . . . . . . . . . . . . . . . $ 1,500.00
Legal Fees and Expenses* . . . . . . . . . . . . . $ 2,000.00
Accountant's Fees and Expenses* . . . . . . . . . $ 2,000.00
Miscellaneous Expenses* . . . . . . . . . . . . . $ 6,580.00
TOTAL $13,695.52
=========
*Except for the registration fee all expenses are estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Included in Part I of this Registration Statement.
ITEM 16. EXHIBITS
Exhibit
Number Description
3.1 Form of Amended and Restated Articles of Incorporation of the
Corporation. (1)
3.2 Form of By-Laws of the Corporation. (2)
4 Authorization Card.
5 Opinion of Counsel.
23.1 Consent of independent certified public accountant.
23.2 Consent of Counsel (see Exhibit 5).
24 Power of Attorney (included on signature page of this
Registration Statement).
99 Letter from the Chairman.
(1) Incorporated by reference to Exhibit 4.1 to the Corporation's
Quarterly Report on Form 10-Q for the quarter ended February 28,
1995 (File No. 1-9610).
(2) Incorporated by reference to Exhibit 3.2 to the Corporation's
Amendment No. 1 to the Registration Statement on Form S-1 (File
No. 33-14844).
/TABLE
ITEM 17. UNDERTAKINGS
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registrant Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply if
the Registration Statement is on Form S-3 and the information required to
be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each such filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Miami and the State
of Florida, on October 13, 1995.
CARNIVAL CORPORATION
By: /s/ Howard S Frank
Howard S. Frank (Vice
Chairman, Chief
Financial and Accounting
Officer)
We, the undersigned officers and directors of Carnival Corporation,
hereby severally constitute Micky Arison and Howard S. Frank and each of
them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities
indicated below, any and all amendments, including post-effective
amendments, to this registration statement, and generally do all such
things in our name and behalf in such capacities to enable Carnival
Corporation to comply with the applicable provisions of the Securities Act
of 1933, as amended, and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they may be
signed by our said attorneys, or either of them, to any and all such
amendments.
Pursuant to the requirements of the Securities Act of 1933, this Form
S-3 Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature Title Date
/s/ Micky Arison Chairman of the Board, Chief October 13, 1995
Executive Officer and Director
/s/Howard S. Frank Vice Chairman, Chief Financial October 13, 1995
and Accounting Officer and Director
/s/ Robert H. Dickinson President-Carnival Cruise Lines, October 13, 1995
Chief Operating Officer and
Director
/s/ Maks L. Birnbach Director October 13, 1995
/s/ A. Kirk Lanterman Director October 13, 1995
____________________ Director October __, 1995
Shari Arison Dorsman
/s/ William S. Ruben Director October 13, 1995
/s/ Stuart Subotnick Director October 13, 1995
/s/ Richard G. Capen Director October 12, 1995
/s/ Modesto Maidique Director October 12, 1995
/s/ Sherwood M. Weiser Director October 13, 1995
/s/ Meshulam Zonis Director October 13, 1995
/s/ Uzi Zucker Director October 13, 1995
/s/ James M. Dubin Director October 12, 1995
Exhibit 4
CARNIVAL CORPORATION
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT PLAN
This authorization is made pursuant to the terms and conditions of the
Carnival Corporation Automatic Dividend Reinvestment Plan, as the same may
from time to time be amended (the "Plan"), for holders of shares of
Carnival Corporation Class A common stock (the "Shares").
(Please mark either box one or two)
Full Dividend Reinvestment: I hereby authorize Carnival Corporation to
pay to First Union National Bank of North Carolina for my account all cash
dividends payable to me on Shares now or hereafter registered in my name
exactly as it appears on the books of Carnival Corporation's Transfer
Agent.
Partial Dividend Reinvestment: I hereby Authorize Carnival Corporation
to pay to First Union National Bank of North Carolina for my account the
cash dividends payable to me on __________ Shares now registered in my name
exactly as it appears on the books of Carnival Corporation's Transfer
Agent.
I hereby appoint First Union National Bank of North Carolina as my agent,
subject to terms and conditions of the Plan, and authorize First Union
National of North Carolina, as such agent, to (1) receive all such cash
dividends pursuant to the Plan, (2) use such funds to purchase full and
fractional Shares, (3) receive and hold for my account all such full and
fractional Shares purchased therewith and (4) otherwise act in accordance
with the Plan.
I acknowledge receipt of the brochure describing the Plan and agree to the
terms and conditions of the Plan as set forth therein.
(continued for signature(s) on reverse side)
This authorization and appointment is given with the understanding
that I may terminate the same at any time by so notifying First Union
National Bank of North Carolina in writing. THIS IS NOT A PROXY.
Please sign Authorization Card exactly as the registration appears
on the face of your stock certificate. All joint owners must sign.
Social Security or Tax Identification Stockholder__________________________
Number:_________________________ Signature
Print Name __________________________
Date:___________________________
Address:________________________ Stockholder _________________________
Signature
________________________ Print Name __________________________
________________________
Area Code Telephone Number
(THIS IS NOT A PROXY)
Exhibit 5
October 19, 1995
Messrs.
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
U.S.A.
Registration Statement on Form S-3
Dear Sirs:
In connection with the Registration Statement on Form S-3 (the
"Registration Statement") filed by Carnival Corporation (the "Company")
with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Act") and the rules and regulations promulgated
thereunder (the "Rules"), which relates to the 150,000 shares (the
"Shares") of Class A Common Stock, par value $0.01 per share, of the
Company to be issued pursuant to the Company's Automatic Dividend
Reinvestment Plan (the "Reinvestment Plan"), we have been requested to
render our opinion as to the legality of the securities being registered
thereunder.
In this connection, we have examined (i) originals, photocopies or
conformed copied of the Plan, (ii) the Amended and Restated Articles of
Incorporation and By-Laws of the Company, each as amended to date, and
(iii) records of certain of the Company's corporate proceedings. In
addition, we have made such other examinations of law and fact as we have
considered necessary in order to form a basis of the opinions hereinafter
expressed. In connection with such investigation, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to originals of all documents
submitted to us as photocopies or conformed copies. We have relied as to
matters of fact upon certificates of officers of the Company.
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing as a
corporation in good standing under the laws of the Republic of Panama.
2. The Shares have been duly and legally authorized for issuance,
and such shares, when issued and delivered by the Company on the terms and
conditions described in the Reinvestment Plan and paid for in accordance
with the terms and provisions of the Reinvestment Plan, will be validly
issued, fully paid and nonassessable.
We are members of the Bar of the Republic of Panama. We express no
opinion as to matters of law other than the laws of the Republic of Panama.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the caption
"Legal Opinion" in the Registration Statement. In giving this consent we
do not hereby agree that we come within the category of persons whose
consent is required by the Act or the Rules.
Very truly yours,
TAPIA, LINARES Y ALFARO
/s/ Mario E. Correa
Mario E. Correa
Exhibit 23.1
Consent of Independent Certified Public Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated January 23, 1995, appearing in Carnival Corporation's
Annual Report on Form 10-K/A #1 for the year ended November 30, 1994.
We also consent to the reference to us under the heading "Experts" in
such Prospectus.
Price Waterhouse LLP
Miami, Florida
October 16, 1995
Exhibit 23.2
Consent of Counsel (see Exhibit 5).
Exhibit 99
Dear Shareholder:
We are pleased to announce that the Company has adopted a Dividend
Reinvestment Plan which provides shareholders with a convenient and
economical method of investing cash dividends in additional shares of the
Company's Class A Common Stock without paying brokerage fees or other
expenses.
The terms of the Plan are presented in any easy-to-read
question-and-answer format in the attached Prospectus. We urge you to read it
carefully. As a participant in the Plan, you may elect to have all or part
of your cash dividends automatically reinvested in additional shares of
Common Stock.
The Company will bear all expenses associated with stock purchased for
your Plan account. Participants will, however, be responsible for the
payment of brokerage commissions and other service charges when they sell
all or part of their shares held in the Plan.
Participation in the Plan is entirely voluntary, and shareholders may
begin or terminate participation at any time within the limits described in
the attached Prospectus. Shareholders who do not wish to participate in
the Plan need not take any action and will continue to receive cash
dividends, as declared, as usual.
If after reading the Prospectus you decide to participate in the Plan,
please complete the enclosed Authorization Card and return it in the
postage-paid envelope provided. Should you have any questions relating to
the Plan, please call First Union National Bank of North Carolina, agent
under the Plan, at (800) 829-8432. We thank you for your continued
support.
Sincerely,
Micky Arison
Chairman of the Board and
Chief Executive Officer
