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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDED AND RESTATED
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 to Amended and Restated
Schedule 13D)*
CARNIVAL CORPORATION
(Name of Issuer)
Class A Common Stock ($.01 par value)
(Title of Class of Securities)
143658 10 2
(CUSIP Number)
Arnaldo Perez, Esq.
General Counsel
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 22, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of less than
five percent of such class). (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Exhibit Index on Page 32
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,332,457.34
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,332,457.34
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,332,457.34
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row
(11):
1.0%
14) Type of Reporting Person (See Instructions): PN
Page 2 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
TAMMS MANAGEMENT CORPORATION
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,332,457.34
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 233,246
ing Person
With 10) Shared Dispositive Power: 2,099,212
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,332,457.34
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row
(11):
1.0%
14) Type of Reporting Person (See Instructions): CO
Page 3 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
TED ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Israel
Number of 7) Sole Voting Power: 73,957,142
Shares Bene-
ficially 8) Shared Voting Power: 2,332,457.34
Owned by
Each Report- 9) Sole Dispositive Power: 73,957,142
ing Person
With 10) Shared Dispositive Power: 2,332,457.34
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 74,479,236
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row
(11):
32.4%
14) Type of Reporting Person (See Instructions): IN
Page 4 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
ARISON FOUNDATION, INC.
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Florida
Number of 7) Sole Voting Power: 3,450,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 3,450,000
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,450,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.5%
14) Type of Reporting Person (See Instructions): CO
Page 5 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
CONTINUED TRUST FOR MICHAEL ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,000,000
ing Person
With 10) Shared Dispositive Power: 379,504.68
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,379,504.68
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.0%
14) Type of Reporting Person (See Instructions): 00
Page 6 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
SHARI ARISON IRREVOCABLE GUERNSEY TRUST
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Guernsey,
Channel Islands
Number of 7) Sole Voting Power: 3,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 3,000,000
ing Person
With 10) Shared Dispositive Power: 551,354
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,551,354
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.5%
14) Type of Reporting Person (See Instructions): 00
Page 7 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
CONTINUED TRUST FOR SHARI ARISON DORSMAN
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,000,000
ing Person
With 10) Shared Dispositive Power: 379,504.66
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,379,504.66
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.0%
14) Type of Reporting Person (See Instructions): 00
Page 8 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
MARILYN B. ARISON IRREVOCABLE DELAWARE TRUST
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,500,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,500,000
ing Person
With 10) Shared Dispositive Power: 500,000
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,000,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.3%
14) Type of Reporting Person (See Instructions): 00
Page 9 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
CONTINUED TRUST FOR MICKY ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,479,504.66
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,479,504.66
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,479,504.66
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11): .6%
14) Type of Reporting Person (See Instructions): 00
Page 10 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
MICKY ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United
States
Number of 7) Sole Voting Power: 3,451,354
Shares Bene-
ficially 8) Shared Voting Power: 2,332,458
Owned by
Each Report- 9) Sole Dispositive Power: 3,451,354
ing Person
With 10) Shared Dispositive Power: 2,332,458
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,451,354
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row
(11):
1.5 %
14) Type of Reporting Person (See Instructions): IN
Page 11 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
THE TED ARISON CHARITABLE TRUST
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Jersey,
Channel Islands
Number of 7) Sole Voting Power: 2,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,000,000
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,000,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
0.9%
14) Type of Reporting Person (See Instructions): 00
Page 12 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
A.H.W. LIMITED
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Guernsey,
Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 551,354
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 551,354
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
0.2%
14) Type of Reporting Person (See Instructions): CO
Page 13 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
ANDREW H. WEINSTEIN
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United
States
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: 27,832,726
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 27,832,726
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 27,832,726
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
12.1%
14) Type of Reporting Person (See Instructions): IN
Page 14 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
TAF MANAGEMENT COMPANY
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: 9,238,514
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 9,238,514
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 9,238,514
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
4.0%
14) Type of Reporting Person (See Instructions): CO
Page 15 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
THE TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI
NO. 1
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Jersey,
Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 15,042,858
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 15,042,858
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
6.5%
14) Type of Reporting Person (See Instructions): 00
Page 16 of 50
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
KENTISH LIMITED
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Isle of
Man, United Kingdom
Number of 7) Sole Voting Power: 15,042,858
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 15,042,858
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 15,042,858
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
6.5%
14) Type of Reporting Person (See Instructions): CO
Page 17 of 50
The amended and restated joint statement on
Schedule 13D dated December 18, 1987, as amended and
restated on October 19, 1993, as further amended by
Amendment No. 1 dated December 22, 1993, as further amended
by Amendment No. 2 dated September 26, 1994 and as further
amended by Amendment No. 3 dated April 20, 1995 of TAMMS
Investment Company, Limited Partnership, TAMMS Management
Corporation, Ted Arison, Arison Foundation, Inc., the
Continued Trust for Michael Arison, the Shari Arison
Irrevocable Guernsey Trust, the Continued Trust for Shari
Arison Dorsman, the Marilyn B. Arison Irrevocable Delaware
Trust, the Continued Trust for Micky Arison, Micky Arison,
the Ted Arison Charitable Trust, A.H.W. Limited, Andrew H.
Weinstein, TAF Management Company, the Ted Arison 1994
Irrevocable Trust for Shari No. 1 and Kentish Limited is
hereby amended as follows:
Item 2. Identity and Background
Item 2, paragraph (a) is hereby amended by the deletion
of paragraphs (xii), (xiii), (xiv), (xviii) and (xix) in
their entirety. Paragraphs (a) (xv), (xvi), (xvii), (xx)
and (xxi) are renumbered as paragraphs (a) (xii), (xiii),
(xiv), (xv), and (xvi), respectively.
Item 2, paragraph (c) is further amended by the
deletion of paragraph c(ii) in its entirety and the
substitution thereof of the following:
Page 18 of 50
"(c)(ii) TAMMS Corp. is a Delaware corporation,
the principal business of which is acting as Managing
General Partner of TAMMS L.P. Its business address is
1201 N. Market Street, Wilmington, Delaware 19899. The
name, residence or business address and principal
occupation or employment of each director, executive
officer and controlling person of TAMMS Corp. are as
follows:
Principal
Name Residence or Occupation or
Business Address Employment
Ted Arison Marcaz Golda, 23 Investor
Shaul Hamelech
Boulevard,
Tel-Aviv 64367 Israel
Micky Arison 3655 N.W. 87th Avenue Chairman of the
Miami, FL 33178-2428 Board and Chief
Executive
Officer of the
Issuer
Johannes R. Morris, Nichols, Attorney-at-Law
Krahmer Arsht & Tunnell at Morris
1201 N. Market Street Nichols, Arsht
Wilmington, DE 19899 & Tunnell
("MNA&T")
Walter C. Morris, Nichols, Attorney-at-Law
Tuthill Arsht & Tunnell at MNA&T
1201 N. Market Street
Wilmington, DE 19899
Denison H. Morris, Nichols, Attorney-at-Law
Hatch, Jr. Arsht & Tunnell at MNA&T
1201 N. Market Street
Wilmington, DE 19899
Arnaldo Perez 3655 N.W. 87th Avenue Secretary and
Miami FL 33178-2428 General Counsel
of the Issuer
Henry Eckstein Properties of Real Property
Hamilton, Inc. Manager and
555 N.E. 34th Street, Advisor
Suite 201
Miami, FL 33137
Page 19 of 50
MNA&T is a law firm whose business address is 1201
N. Market Street, Wilmington, Delaware 19899.
Item 2, paragraph (c) is further amended by the
deletion of paragraphs (c)(xiii) through c(xx) in their
entirety and substitution thereof of the following:
"(c)(xiii) The Jersey Charitable Trust is a Jersey
trust established for the benefit of certain charities.
The address of the trust is 6/7 Mulcaster Street, St.
Helier, Jersey JE4 8TL, Channel Islands. The sole
trustee of the trust is RBS.
(c)(xiv) The Foundation is a private charitable
foundation organized under the laws of the State of
Florida, established by Mr. Ted Arison, for the benefit
of certain charities. The business address of the
Foundation is 3655 N.W. 87th Avenue, 5th Floor, Miami,
Florida 33178-2428. The name, residence or business
address and principal occupation or employment of each
trustee, executive officer and controlling person of
the Foundation are as follows:
Principal
Name Residence or Occupation or
Business Address Employment
Shari Arison 3655 N.W. 87th President, Secretary
Avenue and Treasurer of the
Miami, FL 33178- Foundation
2428
Robert B. 3655 N.W. 87th Vice-President of
Sturges Avenue the Issuer
Miami, FL 33178-
2428
Page 20 of 50
Marilyn Arison Marcaz Golda, 23 Trustee of the
Shaul Hamelach Foundation
Boulevard,
Tel-Aviv 64367
Israel
Madeleine 3655 N.W. 87th Trustee of the
Arison /1 Avenue Foundation
Miami, FL 33178-
2428
Arnaldo Perez Described above Described above
Micky Arison Described above Described above"
Item 2, paragraph (c) is further amended by renumbering
paragraphs (c)(xxi) and (c)(xxii) as paragraphs (c)(xv) and
(c)(xvi), respectively.
Item 2, paragraph (f) is amended by the deletion
thereof in its entirety and the substitution thereof of the
following:
"(f) The natural persons who are Reporting Persons
or officers, directors, or controlling persons of the
Reporting Persons have the following citizenship:
Madeleine Arison, Marilyn Arison, Micky Arison,
Shari Arison, Denison H. Hatch, Jr., Johannes R.
Krahmer, Thomas R. Pulsifer, Robert B. Sturges,
Walter C. Tuthill, Arnaldo Perez and Andrew H.
Weinstein: United States;
Ted Arison: Israel
/1 Madeleine Arison is the wife of Mr. Micky Arison
Page 21 of 50
Item 3. Source and Amount of Funds
or Other Consideration
Item 3 is hereby amended by the addition thereto of the
following:
"Since the last report, the Reporting Persons have
restructured their aggregate holdings of Class A Common
Stock with respect to 3,250,000 shares of Class A
Common Stock. This was accomplished by (a) the
contribution of 900,000 shares of Class A Common Stock
by the Micky Arison Continued Trust to Meadowbrook
Equity Fund, L.L.C. in exchange for limited liability
company interests in such fund; (b) the sale by (i) Ted
Arison of 2,000,000 shares of Class A Common Stock for
$23.25 per share and (ii) the Foundation of 150,000
shares of Class A Common Stock: 50,000 shares for
$24.00 per share, 20,000 shares for $23.13 per share,
30,000 shares for $23.43 per share, and 50,000 shares
for $25.20 per share; and (c) the vesting of options
granted to Micky Arison exercisable as to 200,000
shares of Class A Common Stock at a purchase price for
each share of $22.50."
Page 22 of 50
Item 4. Purpose of Transaction
Item 4 is hereby amended by the addition thereto of the
following:
"The October and November 1995 Transfers (as
defined below in "Interest in Securities of the
Issuer") were effected for certain investment and other
related purposes. None of the Reporting Persons have
any current plans to change in any material way the
management or operations of the Issuer."
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended by the addition thereto of the
following:
"On November 22, 1995, TAF Management Company as
trustee of the Micky Arison Continued Trust contributed
900,000 shares of Class A Common Stock to Meadowbrook
Equity Fund, L.L.C. in exchange for limited liability
company interests in such fund.
On October 18, 1995, Ted Arison sold 2,000,000
shares of Class A Common Stock at $23.25 per share in
accordance with Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Securities
Act").
Page 23 of 50
On each of October 24, November 1, November 2 and
November 7, 1995, the Foundation sold 50,000 shares at
$24.00, 20,000 shares at $23.13, 30,000 shares at
$23.43, and 50,000 shares at $25.20, respectively, in
accordance with Rule 144 promulgated under the
Securities Act.
The foregoing transfers are referred to herein as
the "October and November 1995 Transfers."
Following the October and November 1995 Transfers,
Ted Arison beneficially owns an aggregate of 74,479,236
shares of Class A Common Stock (approximately 32.4% of
the total number of shares of Class A Common Stock
outstanding as of August 31, 1995), 73,957,142 of which
he holds directly, and 522,094 of which he owns
beneficially by virtue of his interests in TAMMS L.P.
Ted Arison has sole voting and dispositive power over
the 73,957,142 shares of Class A Common Stock he holds
directly (including 1,200,000 shares which he holds by
virtue of being the settlor of three revocable money
trusts).
Because of his controlling interest in TAMMS L.P.
(through TAMMS Corp.), Ted Arison may be deemed to
share dispositive and voting power over, and
beneficially own, all of the 2,332,457.34 shares of
Class A Common Stock beneficially owned by TAMMS L.P.;
however, Ted Arison disclaims beneficial ownership of
1,810,363.34 of such shares which are beneficially
Page 24 of 50
owned by the other partners of TAMMS L.P. (other than
TAMMS Corp.). Accordingly Ted Arison has only reported
beneficial ownership of 522,094 shares of Class A
Common Stock held by TAMMS L.P.
Following the October and November 1995 Transfers,
the Continued Trust for Micky Arison beneficially owns
an aggregate of 1,479,504.66 shares of Class A Common
Stock (approximately .6% of the total number of shares
of Class A Common Stock outstanding as of August 31,
1995), all of which it holds directly. The Micky
Arison Continued Trust has sole voting power and
dispositive power with respect to 1,479,504.66 of the
shares of Class A Common Stock held by it.
Following the October and November 1995 Transfers,
the Foundation beneficially owns 3,450,000 shares of
Class A Common Stock (approximately 1.5% of the total
number of shares outstanding as of August 31, 1995),
all of which it holds directly. The Foundation has
sole voting power and sole dispositive power with
respect to the 3,450,000 shares of Class A Common Stock
held by it.
Following the October and November 1995 Transfers,
Andrew H. Weinstein beneficially owns an aggregate of
27,832,726 shares of Class A Common Stock
(approximately 12.1% of the total number of shares
outstanding as of August 31, 1995), by virtue of being
the sole shareholder of A.H.W. Limited, the trustee of
Page 25 of 50
the Sharon Arison Guernsey Trust, and of TAF
Management, the trustee of the Michael Arison Continued
Trust, the Shari Arison Continued Trust, the Micky
Arison Continued Trust and the Marilyn Arison Delaware
Trust. Mr. Weinstein may be deemed to share voting and
dispositive power with respect to all such shares of
Class A Common Stock. Mr. Weinstein disclaims
beneficial ownership of all such shares of Class A
Common Stock.
Following the October and November 1995 Transfers,
TAF Management beneficially owns an aggregate of
9,238,514 shares of Class A Common Stock (approximately
4.0% of the total number of shares outstanding as of
August 31, 1995), by virtue of being the trustee of the
Michael Arison Continued Trust, the Shari Arison
Continued Trust, the Micky Arison Continued Trust and
the Marilyn Arison Delaware Trust. TAF Management may
be deemed to share voting and dispositive power with
respect to all such shares of Class A Common Stock.
TAF Management disclaims beneficial ownership of all
such shares of Class A Common Stock.
Following the October and November 1995 Transfers,
Micky Arison beneficially owns an aggregate of
3,451,354 shares of Class A Common Stock (approximately
1.5% of the total number of shares outstanding as of
August 31, 1995) which he holds directly. Micky Arison
has sole disposition power with respect to the
Page 26 of 50
3,451,354 shares of Class A Common Stock that he holds
directly.
Because of his status as President and Treasurer
of TAMMS Corp., Micky Arison may be deemed to share
voting power with respect to the 2,332,458 shares of
Class A Common Stock beneficially owned by TAMMS L.P.
Micky Arison disclaims beneficial ownership of the
2,332,458 shares of Class A Common Stock owned by TAMMS
L.P. which are beneficially owned by the limited
partners of TAMMS L.P. All such disclaimed shares are
not shown herein as beneficially owned by Micky Arison.
Except for the October and November 1995
Transfers, the Reporting Persons have effected no
transactions in shares of Class A Common Stock during
the past 60 days."
Item 6. Contracts, Arrangements, Understandings
or Relationships with respect to
Securities of the Issuer
Item 6 is hereby amended by the addition thereof
of the following:
"On May 30, 1995, Micky Arison was granted options
by the Issuer to acquire 1,000,000 shares of Class A
Common Stock at an exercise price of $22.50 per share
(the "Stock Options"). The Stock Options vest and
become exercisable at the rate of 200,000 shares on the
date of the grant and on each of the first through
fourth anniversary dates of the grant. Since the Stock
Options are not exercisable with respect to 800,000
Page 27 of 50
shares of Class A Common Stock within the 60-day period
following the date of this Amendment No. 4, only
200,000 shares underlying the Stock Options are shown
herein as beneficially owned by Micky Arison.
In August 1995, the 1,600,000 shares of Class A
Common Stock pledged by Ted Arison under the Pledge
Agreement between Ted Arison and Barnett Bank of South
Florida, N.A. ("Barnett Bank") were released.
In August 1995 Barnett Bank entered into a pledge
agreement with Micky Arison pursuant to which Micky
Arison pledged 400,000 shares of Class A Common Stock
as collateral for a loan to Carnival Air Lines, Inc.
Micky Arison agreed to pledge upon demand of Barnett
Bank additional shares of Class A Common Stock if the
aggregate market value of the securities falls below
certain levels as specified in the pledge agreement."
Item 7. Material to be filed as Exhibits
Item 7 is hereby amended by the addition thereto of the
following:
"Exhibit 19 Joint Filing Agreement, dated as of
December 13, 1995, among TAMMS L.P.,
TAMMS Corp., Ted Arison, the Michael
Arison Continued Trust, the Micky Arison
Continued Trust, the Shari Arison
Continued Trust, the Shari Arison
Guernsey Trust, the Marilyn Arison
Delaware Trust, A.H.W., Andrew H.
Page 28 of 50
Weinstein, TAF Management, the Jersey
Charitable Trust, Micky Arison, the
Foundation, the Shari Arison Trust No. 1
and Kentish.
Exhibit 20 Stock Pledge Agreement, dated as of
August 22, 1995, between Barnett Bank of
South Florida, N.A. and Micky Arison.
Exhibit 21 Nonqualified Stock Option Agreement,
dated as of June 6, 1995, between
Carnival Corporation and Micky Arison."
Page 29 of 50
Signatures
After reasonable inquiry and to the best of our
knowledge and belief, we certify that the information set
forth in this statement is true, complete and correct.
Date: December 13, 1995
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE
By: /s/ J.C. Trott
Director A.H.W.
Limited
MARILYN B. ARISON IRREVOCABLE
DELAWARE TRUST, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ Denison H. Hatch Jr.
Secretary and Treasurer
A.H.W. LIMITED
By: /s/ J.C. Trott
Director A.H.W. Limited
/s/ Andrew H. Weinstein
Andrew H. Weinstein
TAF MANAGEMENT COMPANY
By: /s/ Denison H. Hatch, Jr.
Secretary and Treasurer
ARISON FOUNDATION, INC.
By: /s/Shari Arison
Shari Arison, President
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT CORPORATION
Managing General Partner
By: /s/ Micky Arison
Mickey Arison, President
TAMMS MANAGEMENT CORPORATION
By: /s/ Micky Arison
Micky Arison, President
/s/ Ted Arison
Ted Arison
/s/ Micky Arison
Micky Arison
Page 30 of 50
CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch, Jr.
Secretary and Treasurer
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch, Jr.
Secretary and Treasurer
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ Denison H. Hatch, Jr.
Secretary and Treasurer
THE TED ARISON CHARITABLE
TRUST, THE ROYAL BANK OF
SCOTLAND TRUST COMPANY
(JERSEY) LIMITED, TRUSTEE
By: /s/ S.A. Coughlan
/s/ M. Curtis
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE
By: /s/ Debbie C. Masters
KENTISH LIMITED
By: /s/ P. Scales
Page 31 of 50
INDEX TO EXHIBITS
Exhibits Page No. in
________ Sequential
Numbering
System
___________
19 Joint Filing Agreement, dated as of December 13, 33
1995, among TAMMS L.P., TAMMS Corp., Ted Arison,
the Michael Arison Continued Trust, the Micky
Arison Continued Trust, the Shari Arison
Continued Trust, the Shari Arison Guernsey
Trust, the Marilyn Arison Delaware Trust,
A.H.W., Andrew H. Weinstein, TAF Management, the
Jersey Charitable Trust, Micky Arison, the
Foundation, the Shari Arison Trust No. 1 and
Kentish.
20 Stock Pledge Agreement, dated as of August 22, 35
1995, between Barnett Bank of South Florida,
N.A. and Micky Arison.
21 Nonqualified Stock Option Agreement, dated as of 47
June 6, 1995, between Carnival Corporation and
Micky Arison.
Page 32 of 50
EXHIBIT 19
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of an amendment or amendments to a statement on
Schedule 13D dated December 18, 1987, as amended and restated on October
19, 1993. This Joint Filing Agreement shall be included as an Exhibit to
such joint filing. In evidence thereof, each of the undersigned, being
duly authorized, hereby executed this Agreement this 13th day of December,
1995.
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE
By: /s/ J.C. Trott
Director A.H.W.
Limited
MARILYN B. ARISON IRREVOC-
ABLE DELAWARE TRUST, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ Denison H. Hatch,Jr.
Secretary and Treasurer
A.H.W. LIMITED
By: /s/ J.C. Trott
Director A.H.W. Limited
/s/ Andrew H. Weinstein
Andrew H. Weinstein
TAF MANAGEMENT COMPANY
By: /s/ Denison H. Hatch,Jr.
Secretary and Treasurer
ARISON FOUNDATION, INC.
By: /s/ Shari Arison
Shari Arison, President
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT
CORPORATION
Managing General
Partner
By: /s/ Micky Arison
Micky Arison, President
TAMMS MANAGEMENT CORPORATION
By: /s/ Micky Arison
Micky Arison, President
/s/ Ted Arison
Ted Arison
/s/ Micky Arison
Micky Arison
CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch,Jr.
Secretary and Treasurer
Page 33 of 50
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch,Jr.
Secretary and Treasurer
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ Denison H. Hatch,Jr.
Secretary and Treasurer
THE TED ARISON CHARITABLE
TRUST, THE ROYAL BANK OF
SCOTLAND TRUST COMPANY
(JERSEY) LIMITED, TRUSTEE
By: /s/ S.A. Coughlan
/s/ M. Curtis
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE
By:/s/ Debbie C. Masters
KENTISH LIMITED
By:/s/ P. Scales
Page 34 of 50
EXHIBIT 20
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is made and entered into as
of August 22, 1995, by and between BARNETT BANK OF SOUTH FLORIDA,
N.A., a national banking association (the "Bank"), and MICKY ARISON
("Pledgor").
WITNESSETH:
WHEREAS, Pledgor is the owner of 400,000 shares (the
"Pledged Securities") of the common stock of Carnival Corporation,
a Panamanian corporation ("Carnival Corporation"), represented by
stock certificates numbers 15344 and 15345, each representing
200,000 shares; and
WHEREAS, in order to secure the Limited Recourse
Guarantee of even date herewith given by Pledgor to Lender (the
"Guarantee") of obligations of Carnival Air Lines, Inc., a Florida
corporation ("CAL"), to Lender, Pledgor has agreed to pledge to
Lender as collateral all of the Pledged Securities;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants herein contained, and in the Guarantee, and
other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties, intending to be legally
bound, agree as follows:
1. Definitions. Capitalized terms used herein which
are defined in that certain Revolving Credit and Credit Agreement
of even date herewith shall have the meanings assigned to them
therein, unless the context otherwise requires or unless otherwise
defined herein.
2. Pledge.
(a) As security for the due and punctual payment and
performance of all of the Pledgor's obligations and liabilities
under the Guarantee (collectively, the "Obligations"), the Pledgor
hereby pledges, hypothecates, assigns, transfers, sets over, and
delivers unto Lender, and hereby grants to Lender a security
interest in and to the following:
(i) The Pledged Securities and the
certificates representing the Pledged Securities, and all
cash, proceeds, securities, dividends and other property
at any time and from time to time received, receivable or
otherwise distributed in respect of or in exchange for
any or all of the Pledged Securities (except as otherwise
provided in Section 4(a)(ii), below); and
Page 35 of 50
(ii) All securities hereafter delivered or issued
in substitution for or in addition to any of the Pledged
Securities, all certificates and instruments representing
or evidencing such securities, together with the interest
coupons, if any, attached thereto, all cash, proceeds,
securities, interests, dividends and other property at
any time and from time to time received or otherwise
distributed in respect of or in exchange for any or all
thereof. (All such Pledged Securities, certificates,
interest coupons, cash, proceeds, securities, interest,
dividends and other property being herein collectively
called the "Pledged Stock Collateral").
TO HAVE AND TO HOLD the Pledged Stock Collateral, together with all
rights, titles, interest, privileges and preferences appertaining
or incidental thereto, unto the Lender, its successors and assigns,
forever, subject, however, to the terms, covenants and conditions
hereinafter set forth.
(b) Lender shall release from the foregoing pledge and
terms of this Agreement, and return to Pledgor, 200,000 shares of
Carnival Corporation common stock after (i) the Tangible Net Worth
of CAL shall, as of the CAL fiscal year end immediately prior to
the date of such release, be not less than $6,500,000 (as disclosed
on CAL's balance sheet certified by CAL's independent certified
public accountants based on their audit of CAL), and (ii) the Debt
Service Coverage of CAL for each of the four consecutive fiscal
quarters prior to such fiscal year end shall be not less than
three.
(c) The remaining shares of Carnival Corporation common
stock shall be so released after (i) the Tangible Net Worth of CAL
shall, as of June 30, 1997 or as of a later fiscal year end
immediately prior to the date of such release, shall not be less
than $11,500,000 (as disclosed and certified as in (b) above), and
the Debt Service Coverage of CAL for each of the four consecutive
fiscal quarters prior to June 30, 1997 or such later fiscal year
end shall not be less than three.
(d) In the event that 200,000 shares have been released
in accordance with (b) above and the Tangible Net Worth of CAL
shall thereafter remain below $6,500,000 for any period of 90
consecutive days, Pledgor agrees, immediately upon demand by
Lender, to repledge and deliver to Lender as Pledged Securities
subject to and in accordance with all of the terms and conditions
of this Agreement, 200,000 shares of Carnival Corporation common
stock (in addition to any shares required to be repledged pursuant
to (e) below).
(e) In the event that the remaining shares of Carnival
Corporation have been released in accordance with (c) above and the
Tangible Net Worth of CAL shall thereafter remain below $11,500,000
for any period of 90 consecutive days, Pledgor agrees, immediately
Page 36 of 50
upon demand by Lender, to repledge and deliver to Lender as Pledged
Securities subject to and in accordance with all of the terms and
conditions of this Agreement, 200,000 shares of Carnival
Corporation common stock (in addition to any shares required to be
repledged pursuant to (d) above).
(f) Notwithstanding anything herein to the contrary, (x)
in the event that, prior to the occurrence of the events described
in (b)(i) and (ii) above, the aggregate market value of the Pledged
Securities shall be less than $7,500,000 for any period of ten
consecutive trading days (based on the closing price thereof as
reported in The Wall Street Journal), then Pledgor agrees,
immediately upon demand by Lender, to pledge and deliver to Lender
as additional Pledged Securities, subject to and in accordance with
all of the terms and conditions of this Agreement, such additional
number of shares of Carnival Corporation common stock so that the
aggregate market value of the Pledged Securities shall be not less
than $7,500,000, and (y) in the event that, prior to the occurrence
of the events described in (c)(i) and (ii) above, the aggregate
market value of the Pledged Securities shall be less than
$3,750,000 for any period of ten consecutive trading days, then
Pledgor agrees, immediately upon demand by Lender, to pledge and
deliver to Lender as such Pledged Securities, such additional
number of shares of Carnival Corporation common stock so that the
aggregate market value of the Pledged Securities shall not be less
than $3,750,000.
3. Transfer of Certificates. The original certificates
representing all Pledged Stock Collateral shall be held by the
Lender. The Pledgor shall deliver to the Lender all original
certificates representing the Pledged Stock Collateral issued in
the name of the Pledgor, endorsed or assigned in blank (or
accompanied by stock powers or other instruments of transfer
requested by Lender, duly executed and delivered by Pledgor) in
favor of the Lender. The Lender may, upon delivery of the
appropriate Pledged Stock Collateral to Carnival Corporation or its
agent (or other issuer thereof), exchange the certificates repre-
senting the Pledged Stock Collateral for certificates of smaller or
larger denominations for any purpose consistent with the terms of
this Pledge Agreement.
4. Voting Rights; Dividends.
(a) Unless and until there is an "Event of Default" (as
defined in Section 5, below):
(i) The Pledgor shall be entitled to
exercise any and all voting and/or consensual rights and
powers relating or pertaining to the Pledged Stock
Collateral or any part thereof, provided, however, that
no vote shall be cast or consent, waiver or ratification
given or action taken which would be inconsistent with
Page 37 of 50
any of the provisions of the Loan Documents, or which would involve
any violation of any such provisions.
(ii) The Pledgor shall be entitled to
receive and retain any and all ordinary cash dividends
and interest payable on the Pledged Stock Collateral, but
any and all stock and/or liquidating dividends,
distributions in property, returns of capital or other
distributions made on or in respect of the Pledged Stock
Collateral, whether resulting from a subdivision,
combination or reclassification of the outstanding
capital stock of an issuer thereof or received in
exchange for Pledged Stock Collateral or any part
thereof, or as a result of any merger, consolidation,
acquisition or other exchange of assets to which any such
issuer may be a party or otherwise, and any and all cash
and other property received in payment of the principal
of or in redemption of or in exchange for any Pledged
Stock Collateral (either at maturity, upon call for
redemption or otherwise), shall be and become part of the
collateral pledged by the Pledgor hereunder and, if
received by the Pledgor, shall be received in trust for
the benefit of the Lender or its assigns and shall
forthwith be delivered to the Lender (accompanied by
proper instruments of assignment and/or stock and/or bond
powers executed by Pledgor in accordance with the
Lender's instructions) to be applied as a payment or
prepayment of any of the Obligations secured by this
Agreement as provided in Section 6(a), below.
(iii) The Lender shall execute and deliver
(or cause to be executed and delivered) to the Pledgor
all such proxies, powers of attorney, dividend orders,
interest coupons and other instruments as the Pledgor may
request for the purpose of enabling the Pledgor to
exercise the voting and/or consensual rights and powers
which he is entitled to exercise pursuant to subparagraph
(i) above and/or to receive the dividends and/or interest
payments which he is authorized to receive and retain
pursuant to subparagraph (ii) above.
(b) Upon the occurrence and during the continuance of an
Event of Default, all rights of the Pledgor to exercise the voting
and/or consensual rights and powers which he is entitled to
exercise pursuant to Section 4(a)(i) hereof and/or to receive the
dividends and interest payments which he is authorized to receive
and retain pursuant to Section 4 (a)(ii) hereof shall cease, and
all such rights shall thereupon become vested in the Lender who
shall have the sole and exclusive right and authority to exercise
such voting and/or consensual rights and powers and/or to receive
and retain the dividends and/or interest payments which the Pledgor
would otherwise be authorized to retain pursuant to Section 4
(a)(ii) hereof. Any and all money and other property paid over to
Page 38 of 50
or received by the Lender pursuant to the provisions of this
paragraph (b) or pursuant to the exercise by Lender of the voting
and/or consensual rights and powers shall be applied by Lender in
accordance with the provisions of Section 6(a) of this Agreement.
Upon the occurrence and during the continuance of an Event of
Default, the Lender may transfer into its name, or into the name of
its nominee, any or all shares of the Pledged Stock Collateral.
5. Events of Default. Pledgor shall be in default and
an "Event of Default" shall be deemed to have occurred under this
Agreement (i) if Pledgor shall breach or default under any material
agreement, representation, warranty or covenant set forth in this
Agreement, (ii) upon the occurrence of any event of default under
the Credit Agreement or any other Loan Document or (iii) upon the
occurrence of any event of default under the Guarantee.
6. Remedies upon Default. If any Event of Default
shall have occurred and be continuing, then, in addition to
exercising any rights and remedies as a secured party under the
Uniform Commercial Code in effect in the State of Florida, the
Lender may:
(a) apply the cash (if any) then held by it as col-
lateral hereunder, first, to the payment of all costs of collection
(including attorneys' fees and disbursements) incurred in enforcing
Lender's rights under any of the loan documents referred to in the
Guarantee, the Guarantee and this Agreement (collectively, the
"Documents"); second, to the payment of interest accrued and unpaid
under any of the Documents, in such order of priority as Lender may
elect in its sole discretion, to and including the date of such
application; third, to the payment or prepayment of principal under
any of the Documents, in such order of priority as Lender may elect
in its sole discretion; and fourth, to the payment of all other
amounts then owing to the Lender under the terms of any of the
Documents, in such order of priority as Lender may elect in its
sole discretion, and
(b) if there shall be no such cash or the cash so
applied shall be insufficient to pay in full all the Obligations of
the Pledgor to the Lender, upon 10 days' prior notice to Pledgor,
take any action with respect to the Pledged Stock Collateral,
including, without limitation, sell the Pledged Stock Collateral,
or any part thereof, at any public or private sale or at any
broker's board or on any securities exchange, for cash, upon credit
or for future delivery, as the Lender shall deem appropriate. The
Lender shall be authorized at any such sale (if it deems it advis-
able to do so) to restrict the prospective bidders or purchasers to
persons who will represent and agree that they are purchasing the
Pledged Stock Collateral for their own account for investment and
not with a view to the distribution or sale thereof, and upon
consummation of any such sale the Lender shall have the right to
assign, transfer and deliver to the purchaser or purchasers thereof
the Pledged Stock Collateral so sold, free and clear from any
Page 39 of 50
claims or rights of Pledgor. Further, it shall be deemed
commercially reasonable for the Lender to impose sufficient
conditions on any such sale so as to preclude the necessity of
registration of the Pledged Stock Collateral under the Securities
Act of 1933, as amended (the "Act"). Each such purchaser at any
such sale shall hold the property sold absolutely, free from any
claim or right on the part of the Pledgor, and the Pledgor hereby
waives (to the extent permitted by law) all rights of redemption,
stay and/or appraisal which he now has or may at any time in the
future have under any rule of law or statute now existing or
hereafter enacted. The Lender shall give the Pledgor at least 10
days' written notice in the manner specified for notices under this
Agreement of the Lender's intention to make any such public or
private sale or sales at any broker's board or on any such
securities exchange, and the Pledgor agrees that such notice of
sale will be commercially reasonable notice to it. Such notice, in
case of public sale, shall state the time and place fixed for such
sale, and, in the case of sale at a broker's board or exchange at
which such sale is to be made, the day on which the Pledged Stock
Collateral, or portion thereof, will first be offered for sale at
such board or exchange. Any such public sale shall be held at such
time or times within ordinary business hours and at such place or
places, as the Lender may fix in the notice of such sale. At any
such sale, the Pledged Stock Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels,
as the Lender may (in its sole and absolute discretion) determine.
The Lender shall not be obligated to make any sale of Pledged Stock
Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of Pledged Stock Collateral may have been
given. The Lender may, without notice or publication, adjourn any
public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and
such sale may, without further notice, be made at the time and
place to which the same was so adjourned. In case sale of all or
any part of the Pledged Stock Collateral is made on credit or for
future delivery, the Pledged Stock Collateral so sold may be re-
tained by the Lender until the sale price is paid by the purchaser
or purchasers thereof, but neither the Lender nor any other holder
of the Note or the assignee of any of the Lender's rights, shall
incur any liability in case any such purchaser or purchasers shall
fail to take up and pay for the Pledged Stock Collateral so sold
and, in the case of such failure, such Pledged Stock Collateral may
be sold again upon like notice. As an alternative to exercising
the power of sale herein conferred upon it, the Lender may proceed
by a suit or suits at law or in equity to foreclose this Agreement
and to sell the Pledged Stock Collateral, or any portion thereof,
pursuant to a judgment or decree of a court or courts of competent
jurisdiction.
(c) If Lender determines to exercise its right to sell
all or any of the Pledged Securities and, if in the opinion of the
Lender it is advisable, to have such Pledged Securities registered
under the provisions of the Act, Pledgor agrees, at Pledgor's own
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expense, to execute and deliver and use Pledgor's best efforts to
cause Carnival Corporation (and the directors and officers of
Carnival Corporation) to execute and deliver, all such instruments
and documents, and to do or cause to be done all other such acts
and things as may be necessary or, in the opinion of Lender,
advisable to register such Pledged Securities under the provisions
of the Act, and Pledgor will use Pledgor's best efforts to cause
the registration statement relating thereto to become effective and
to remain effective for such period as prospectuses are required by
law to be furnished, and to make all amendments thereto and/or to
the related prospectus which, in the opinion of Lender, are
necessary or desirable, all in conformity with the requirements of
the Act and the rules and regulations of the Securities and
Exchange Commission ("SEC") applicable thereto; to use Pledgor's
best efforts to qualify such Pledged Securities under state Blue
Sky or securities laws and to obtain the approval of any
governmental authority to the sale of such Pledged Securities, all
as reasonably requested by Lender; and, at the request of Lender,
to indemnify and hold harmless and use Pledgor's best efforts to
cause Carnival Corporation to agree to indemnify, defend and hold
harmless Lender from and against any loss, liability, claim, damage
and expense (and reasonable attorneys' fees incurred in connection
therewith) under the Act or otherwise insofar as such loss,
liability, claim, damage or expense arises out of or is based upon
any untrue statement or alleged untrue statement of a material fact
contained in such registration statement or prospectus or in any
preliminary prospectus or any amendment or supplement thereto, or
arises out of or is based upon any omission or alleged omission to
state therein a material fact required to be stated or necessary to
make the statements therein not misleading, the indemnification of
Lender to remain operative regardless of any investigation made by
or on behalf of Lender.
(d) If Lender determines to exercise its right to sell
all or any of the Pledged Securities, upon written request, Pledgor
will from time to time furnish to Lender all such information as
Lender may request in order to determine the number of shares of
Pledged Securities which may be sold by Pledgor as exempt
transactions under Section 4(4) of the Act and Rule 144 thereunder,
as the same are from time to time amended.
(e) Pledgor agrees that, following an Event of Default,
he will not sell any other securities of Carnival Corporation which
he holds until Lender has sold or otherwise disposed of the Pledged
Securities. If the Pledged Securities or any part thereof is sold
in a private sale by Lender, Pledgor will not sell any other
securities of Carnival Corporation which would violate any
provision of Rule 144 and/or Rule 144A, including the regulations
regarding aggregation.
7. Application of Proceeds of Sale. The proceeds of
sale of Pledged Stock Collateral sold pursuant to Section 6 hereof
shall be applied by the Lender as follows:
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First: in the manner provided in paragraph (a) of
Section 6 hereof; and
Second: the balance (if any) of such proceeds shall
remain as Pledged Stock Collateral subject to the terms and
conditions of this Agreement, in the event any of the Obligations
remain outstanding and not in default, or, the balance (if any) of
such proceeds shall be paid to Pledgor, or as a court of competent
jurisdiction may direct.
8. Pledgor's Obligations Not Affected. The Obligations
of the Pledgor under this Agreement shall remain in full force and
effect without regard to, and shall not be impaired or affected by:
(a) any amendment or modification of or addition or supplement to
any loan or any assignment or transfer of any thereof; (b) any
exercise or non-exercise by the Lender of any right, remedy, power
or privilege under or in respect of any documents or any assignment
or transfer of any thereof, or any waiver of any such right,
remedy, power or privilege; (c) any waiver, consent, extension,
indulgence or other action or inaction in respect of any documents
or any assignment or transfer of any thereof; or (d) any
bankruptcy, insolvency, reorganization, arrangement, readjustment,
composition, liquidation, or the like, of the Pledgor; whether or
not the Lender shall have notice or knowledge of any of the
foregoing. The Pledgor hereby waives notice of any extensions of
credit, loans, advances or other financial assistance by the Lender
to Carnival Air Lines, Inc. under the Loan Documents or under any
other agreement, note, document or instrument note or at any time
or times hereafter executed by Carnival Air Lines, Inc. and
delivered to the Lender. The Pledgor further waives presentment
and demand for payment of any of the Obligations, protest and
notice of dishonor or default with respect to the Obligations, and
all other notices to which the Pledgor might otherwise be entitled
except as herein otherwise expressly provided.
9. Transfer of Pledged Stock Collateral. Pledgor
covenants and agrees not to sell, transfer (by gift or otherwise),
assign, pledge or further encumber any of the Pledged Stock
Collateral, or execute any agreement providing for any of the
foregoing, without the express prior written consent of the Lender
as to (i) the terms of the transaction, and (ii) the documents
evidencing the transaction. Lender may withhold or condition its
consent in its sole and absolute discretion. All proceeds of any
such transaction (whether or not consented to by Lender) shall be
paid directly to Lender as Pledged Stock Collateral hereunder, and
if delivered to Pledgor, shall be received by Pledgor in trust for
Lender's benefit and immediately delivered to Lender in the exact
form delivered to Pledgor (with appropriate endorsements and
instruments of assignment in favor of Lender) to be held and
applied as Pledged Stock Collateral under this Agreement.
10. Authority of Lender. The Lender shall have and be
entitled to exercise all such powers hereunder as are specifically
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delegated to the Lender by the terms hereof, together with such
powers as are reasonably incidental thereto. The Lender may
execute any of its duties hereunder by or through agents or
employees and shall be entitled to retain counsel and to act in
reliance upon the advice of such counsel (whether written or oral)
concerning all matters pertaining to its duties hereunder. Neither
the Lender, nor any director, officer or employee of the Lender,
shall be liable for any action taken or omitted to be taken by it
or them hereunder in connection herewith, except for its or their
own negligence or willful misconduct. After an Event of Default
hereunder the Pledgor shall be liable to reimburse the Lender, on
demand, for all expenses incurred by the Lender in connection with
the administration and enforcement of this Pledge Agreement and
agrees to indemnify and hold harmless the Lender against any and
all liability incurred by the Lender hereunder or in connection
herewith, unless such liability shall be due to willful misconduct
on the part of the Lender.
11. Lender Appointed Attorney-in-Fact. The Pledgor
hereby appoints the Lender as the Pledgor's attorney-in-fact upon
the occurrence of any Event of Default hereunder, taking any action
and executing any instrument which the Lender may deem necessary or
advisable to accomplish the purposes hereof, which appointment is
irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, upon an Event of Default hereunder,
the Lender shall have the right and power to receive, endorse and
collect all checks and other orders for the payment of money made
payable to the Pledgor representing any dividend, interest payment
or other distribution payable or distributable after the occurrence
of any Event of Default in respect of the Pledged Stock Collateral
or any part thereof and to settle or compromise any claims relating
thereto and to give full discharge for the same.
12. Representations, Warranties and Covenants of
Pledgor. Pledgor represents and warrants to Lender, and covenants
with Lender that:
(a) The Pledged Stock Collateral has been duly author-
ized, validly issued and is fully paid and non-assessable, and
Pledgor owns the Pledged Securities and will continue to own the
Pledged Stock Collateral absolutely, free and clear of any proxies,
voting trusts, liens, encumbrances or adverse claims whatsoever,
except for the first priority lien granted to Lender under this
Agreement, and there are no restrictions upon the voting rights or
upon the transfer of the Pledged Securities other than as may
appear on the certificates evidencing the Pledged Securities and as
set forth herein.
(b) The Pledgor has good right and lawful authority to
pledge, mortgage, assign, transfer, deliver, deposit, set over and
confirm unto the Lender the Pledged Stock Collateral as provided
herein and will warrant and defend the title thereto, and the lien
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thereon, conveyed to the Lender by this Agreement against all
claims of all persons and will maintain and preserve such lien.
(c) This Agreement, and all agreements and documents
executed by Pledgor relating hereto, are the valid and binding
obligations of Pledgor, enforceable in accordance with their terms,
and the execution, delivery and performance hereof and thereof does
not violate or conflict with any contract, agreement,
understanding, judgment, order or writ applicable to Pledgor or the
Pledged securities.
13. No Waiver; Cumulative Remedies. No failure on the
part of the Lender to exercise, and no delay in exercising any
right, power, privilege or remedy hereunder, shall operate as a
waiver thereof, nor shall any single or partial exercise of any
such right, power, privilege or remedy of the Lender preclude any
other or further exercise thereof or the exercise of any other
right, power, privilege or remedy. All remedies hereunder are
cumulative and are not exclusive of any other remedies provided
herein or by law.
14. Termination. This Pledge Agreement shall terminate
when all Obligations secured hereby have been fully paid and
performed, at which time the Lender shall reassign and redeliver
(or cause to be reassigned and redelivered) to the Pledgor, or to
such person or persons as the Pledgor shall designate, such of the
Pledged Stock Collateral (if any) as shall not have been sold or
otherwise applied by the Lender pursuant to the terms hereof and
shall still be held hereunder, together with appropriate instru-
ments of reassignment and release. Any such reassignment shall be
without recourse against or express or implied representation or
warranty by the Lender.
15. Assignment. Lender may assign, participate or
transfer any instrument evidencing all or any part of the
Obligations as provided in, and in accordance with, the terms of
the Loan Documents, and the holder of such instruments shall
nevertheless be entitled to the benefits of this Agreement.
16. Miscellaneous.
(a) This Agreement shall be binding upon Pledgor and his
heirs and personal representatives, and shall inure to the benefit
of, and be enforceable by, Lender and its successors and assigns.
None of the terms or provisions of this Agreement may be waived,
altered, modified or amended, except in writing duly signed by
Lender and Pledgor.
(b) The Pledgor will do all such acts, and will furnish
to the Lender all such financing statements, certificates, opinions
and other documents, and will do or cause to be done all such other
things, as the Lender may reasonably request from time to time in
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order to give full effect to this Agreement and to secure the
rights of the Lender hereunder.
(c) The use of any gender herein shall include all
genders. The singular shall include the plural and vice versa.
(d) The section titles contained in this Agreement are
and shall be without substantive meaning or content of any kind
whatsoever.
17. Notices. All notices, demands and other communica-
tions required or which may be given or served upon Pledgor or
Lender shall be given in the manner provided therefor in the Credit
Agreement, except
if to Pledgor, at:
Micky Arison
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
with a copy to:
Arnaldo Perez, Esq.
Legal Department
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
18. Waiver of Jury Trial. UNLESS OTHERWISE REQUIRED BY
LAW, NEITHER THE PLEDGOR NOR THE LENDER SHALL SEEK A JURY TRIAL ON
ANY LAWSUIT, PROCEEDING, OR COUNTERCLAIM BASED UPON, OR ARISING OUT
OF THIS GUARANTEE, OR THE RELATIONSHIP BETWEEN THE PLEDGOR AND
LENDER. IF THE SUBJECT MATTER OF ANY SUCH LAWSUIT IS ONE IN WHICH
THE WAIVER OF A JURY TRIAL IS PROHIBITED, NEITHER THE PLEDGOR NOR
LENDER SHALL PRESENT AS A COUNTERCLAIM IN SUCH A LAWSUIT, ANY CLAIM
ARISING OUT OF THIS GUARANTEE. FURTHERMORE, NEITHER THE PLEDGOR
NOR LENDER SHALL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A
JURY TRIAL HAS BEEN WAIVED, WITH ANY SUCH ACTION IN WHICH A JURY
TRIAL CANNOT BE WAIVED.
19. Governing Law. In all respects, including all
matters of construction, validity and performance, this Agreement
and the obligations arising hereunder shall be governed by, and
construed in accordance with, the laws of the State of Florida
(exclusive of its choice-of-law principles) applicable to contracts
made and performed in such state, and any applicable laws of the
United States of America. Pledgor consents to personal
jurisdiction before the Circuit Court in and for Dade County,
Florida of any United States District Court sitting in Dade County,
Florida. Pledgor waives any objection which he may now or
hereafter have to the laying of venue in Dade County, Florida of
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any suit, action or proceeding arising out of or relating to this
Agreement or the obligations created hereunder and further waives
any claim that Dade County, Florida is not a convenient forum of
any such suit, action or proceeding. Service of process on Pledgor
in any action arising out of or relating to this Agreement shall be
effective if mailed to Pledgor at Carnival Place, 3655 N.W. 87th
Avenue, Miami, Florida 33178-2428.
IN WITNESS WHEREOF, the parties have entered into this
Pledge Agreement the date first above written and Pledgor's
signature below has been duly acknowledged by an authorized notary
public.
BARNETT BANK OF SOUTH FLORIDA, N.A.
By /s/ Eugene M. Schaefer
Name: Eugene M. Schaefer
Title: Vice President
/s/ Micky Arison
Micky Arison
STATE OF FLORIDA )
) ss.:
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this
____nd day of August 1995, by MICKY ARISON, who is personally known
to me _______________________ and who did (did not) take an oath.
/s/ Ellen Levenson
NOTARY PUBLIC
Print Name: Ellen Levenson
My commission expires:
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EXHIBIT 21
NONQUALIFIED STOCK OPTION AGREEMENT
Carnival Corporation, f/k/a Carnival Cruise Lines, Inc. (the
"Company"), having heretofore adopted the Carnival Cruise Lines,
Inc. 1992 Stock Option Plan (the "Plan"), hereby irrevocably grants
to MICKY ARISON (the "Optionee"), effective May 30, 1995 (the
"Grant Date"), the right and option (the "Option") to purchase One
Million (1,000,000) shares of Common Stock on the following terms
and conditions:
20. Each defined term used in this Option and not otherwise
defined herein shall have the meaning assigned to it in the Plan.
21. This Option shall not be exercisable, in whole or in
part, except as follows:
(a) Exercisable as to Two Hundred Thousand (200,000)
shares of Common Stock on or after the Grant Date;
(b) Exercisable as to an additional Two Hundred Thousand
(200,000) shares of Common Stock on or after the
first anniversary of the Grant Date;
(c) Exercisable as to an additional Two Hundred Thousand
(200,000) shares of Common Stock on or after the
second anniversary of the Grant Date;
(d) Exercisable as to an additional Two Hundred Thousand
(200,000) shares of Common Stock on or after the
third anniversary of the Grant Date;
(e) Exercisable as to an additional Two Hundred Thousand
(200,000) shares of Common Stock on or after the
fourth anniversary of the Grant Date.
22. Notwithstanding the provisions of paragraph 2, if
Optionee's employment by the Company or any Subsidiary shall
terminate by reason of his or her death or Disability, this Option
shall become immediately exercisable in full in respect of the
aggregate number of shares of Common Stock covered hereby.
23. The unexercised portion of this Option shall
automatically and without notice terminate and become null and void
at the time of the earliest of the following to occur:
(a) the expiration of ten (10) years from the Grant
Date;
(b) the expiration of one (1) year from the date the
Optionee's employment with the Company or any of its
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Subsidiaries shall terminate by reason of Disability; provided,
however, that if the Optionee shall die during such one-year
period, the provisions of subparagraph (c) below shall apply;
(c) the expiration of one (1) year from the date of the
Optionee's death, if such death occurs either during
employment by the Company or any of its Subsidiaries
or during the one-year period described in
subparagraph (b) above;
(d) the date the Optionee's employment by the Company or
any of its Subsidiaries shall terminate by reason of
cause (as defined in the Plan); and
(e) the expiration of three (3) months from the date the
Optionee's employment with the Company or any or its
Subsidiaries shall terminate other than by reason of
death, Disability or termination for cause.
24. The purchase price for each of the shares of Common Stock
shall be Twenty-Two and 50/100 Dollars ($22.50). This Option is
not intended to be an "incentive stock option" within the meaning
of Section 422(b) of the Internal Revenue Code of 1986, as amended.
25. This Option shall be deemed exercised when the Optionee
(a) delivers written notice to the Company at its principal
business office, directed to the attention of its Secretary, of the
decision to exercise, specifying the number of shares with respect
to which this Option is exercised and the price per share
designated in this Option, and (b) concurrently tenders to the
Company full payment for the shares of Common Stock to be purchased
pursuant to such exercise. Full payment for shares of Common Stock
purchased by the Optionee shall be made at the time of any
exercise, in whole or in part, of this Option, and certificates for
such shares shall be delivered to the Optionee as soon thereafter
as is reasonably possible. No shares of Common Stock shall be
transferred to the Optionee until full payment therefor has been
made, and the Optionee shall have none of the rights of a
shareholder with respect to any shares of Common Stock subject to
this Option until a certificate for such shares shall have been
issued and delivered to the Optionee. Such payment shall be made
in cash or by check or money order payable to the Company, in each
case payable in U.S. Currency. (In the Company's discretion,
payment may be made by delivery of Optionee's promissory note
payable to the Company in form approved by the Committee. In the
Committee's discretion, such payment may be made by delivery of
shares of Common Stock having a fair market value [determined as of
the date this Option is so exercised in whole or in part] that,
when added to the value of any cash, check, promissory note or
money order satisfying the foregoing requirements, will equal the
aggregate purchase price.)
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26. This Option and the rights evidenced hereby are not
transferable in any manner other than by will or by the laws of
descent and distribution and during the Optionee's lifetime shall
be exercisable only by the Optionee (or the Optionee's court-
appointed legal representative).
27. The Company's obligation to deliver shares of Common
Stock upon the exercise of this Option any disqualifying
disposition of shares under this Option shall be subject to all
applicable federal, state and local withholding requirements,
including the payment by the Optionee of any applicable federal,
state and local withholding tax.
28. The Company's obligation to deliver shares of Common
Stock in respect of this Option shall be subject to all applicable
laws, rules and regulations and such approvals by any governmental
agency as may be required.
29. The Optionee, by his or her acceptance hereof, represents
and warrants to the Company that his or her purchase of his shares
of Common Stock upon exercise of this Option shall be for
investment and not with a view to, or for sale in connection with,
the distribution of any part thereof; provided, however, that this
representation and warranty shall be inoperative if, in the opinion
of counsel to the Company, a proposed sale of distribution of such
shares is pursuant to an applicable effective registration
statement under the Securities Act of 1933, as amended, and any
applicable state "blue sky" or other securities laws or is exempt
from registration thereunder. The Company will endorse an
appropriate legend referring to the foregoing restriction upon the
certificates representing any shares of Common Stock issued or
transferred to the Optionee upon the exercise of this Option.
30. This Agreement shall be subject to all terms and
provisions of the Plan, which are incorporated by reference herein
and are made a part hereof, including without limitation the
provisions of paragraph 13 of the Plan generally relating to
adjustments to the number of shares of Common Stock subject to this
Option and to the Option purchase price on certain changes in
capitalization and the effects of certain reorganizations and other
transactions. In the event there is any inconsistency between the
provisions of this Agreement and the Plan, the provisions of the
Plan shall govern. By entering into this Agreement, the Optionee
agrees and acknowledges his or her receipt of a copy of the Plan.
31. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
Page 49 of 50
IN WITNESS WHEREOF, the Company has caused these presents to
be signed by its duly authorized officer this 6th day of June,
1995.
CARNIVAL CORPORATION
By: /s/ Howard S. Frank
Name: Howard S. Frank
Title: Vice Chairman
ACCEPTED AND AGREED THIS 6TH
DAY OF JUNE, 1995.
/s/ Micky Arison
MICKY ARISON, Optionee
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