March 8, 1996
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk
Re: Carnival Corporation
Definitive Proxy Statement
File No. 1-9610
Ladies and Gentlemen:
Enclosed for electronic filing on behalf of Carnival Corporation (the
"Company") pursuant to Rule 14a-6(a) promulgated pursuant to the Securities
Exchange Act of 1934 is the Company's definitive proxy statement and form of
proxy card. The general mailing of the Company's proxy materials will occur on
approximately March 8, 1996.
The $125.00 applicable filing fee is being furnished to the lockbox
depository in accordance with Rule 3a of the Commission's Informal and Other
procedures.
Sincerely,
CARNIVAL CORPORATION
/s/ DOREEN S. FURNARI
Doreen S. Furnari
Assistant General Counsel
Enclosure
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
CARNIVAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(I)(1), or 14a-6(I)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(I)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
_________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: (Set forth the amount on which the filing fee
is calculated and state how it was determined):
_________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
5) Total fee paid:
_________________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________________
3) Filing Party:
_________________________________________________________________________
4) Date Filed:
_______________________________________________________________________
[LOGO]
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Notice of Annual Meeting of Shareholders
To Be Held April 15, 1996
To the Shareholders of CARNIVAL CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Carnival
Corporation (the "Company") will be held at the Hotel Inter-Continental Miami,
100 Chopin Plaza, Miami, Florida at 11 A.M. on April 15, 1996. Shareholders
who desire to attend the Annual Meeting should mark the appropriate box on the
enclosed proxy card. Persons who do not indicate attendance at the Annual
Meeting on the proxy card will be required to present acceptable proof of stock
ownership for admission to the meeting.
The Annual Meeting will be held for the following purposes:
1. To elect fifteen directors to serve until the next annual meeting
and until their successors have been duly elected and qualified;
2. To ratify the selection of Price Waterhouse LLP as independent
certified public accountants for the Company for the fiscal year ending
November 30, 1996; and
3. To transact such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on February 29,
1996, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting or any adjournment thereof.
All shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend in person, it is requested that you
promptly fill in, sign and return the enclosed proxy card.
By Order of the Board of Directors
ARNALDO PEREZ
Secretary
March 8, 1996
[LOGO]
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
_______________
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 15, 1996
_______________
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Carnival Corporation (the "Company") from
holders of the Company's Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), for use at the Annual Meeting of Shareholders to be
held on April 15, 1996, and any adjournment thereof, for the purposes set forth
in the accompanying Notice of Meeting and described in detail herein. The
first mailing of the proxy material to the holders of Class A Common Stock
is expected to be made on March 8, 1996.
All properly executed proxies will be voted in accordance with the
instructions contained thereon, and if no choice is specified, the proxies will
be voted for the election of the four directors named elsewhere in this Proxy
Statement as nominees of the Class A Common Stock and in favor of each other
proposal set forth in the Notice of Annual Meeting. Abstentions and
"non-votes" are counted as present in determining the existence of a quorum.
Abstentions and "non-votes" will not have the effect of votes in opposition
to a director or "no" votes on proposal 2. A "non-vote" occurs when a nominee
holding shares for a beneficial owner votes on one proposal, but does not vote
on another proposal because the nominee does not have discretionary voting
power and has not received instructions from the beneficial owner. All
outstanding shares of the Company's Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), are beneficially owned by The Micky Arison
1994 "B" Trust, a United States trust whose primary beneficiary is Micky Arison
(the "B Trust") and, therefore, the Company is not soliciting proxies in
respect of the Class B Common Stock.
Any proxy may be revoked by a shareholder at any time before it is
exercised by giving written notice to that effect to the Secretary of the
Company or by signing a later-dated proxy. Shareholders who attend the Annual
Meeting may revoke any proxy previously granted and vote in person.
The Board of Directors has fixed February 29, 1996 as the record date for
determining the shareholders who are entitled to notice of and to vote at the
Annual Meeting. At the close of business on January 17, 1996, the Company had
outstanding 229,898,013 shares of Class A Common Stock, and 54,957,142 shares
of Class B Common Stock. Holders of such shares are entitled to vote at the
Annual Meeting in the manner described in the next section.
VOTING
Holders of record of Class A Common Stock and Class B Common Stock at the
close of business on February 29, 1996, are entitled to vote at the Annual
Meeting as follows:
1. Holders of Class A Common Stock are entitled to elect four of the
fifteen directors to be elected at the Annual Meeting. In electing these
directors, such holders are entitled to one vote for each share held. Ted
Arison, the founder of the Company, certain members of the Arison family and
trusts for the benefit of Mr. Arison's children (collectively, the "Principal
Class A Shareholders"), beneficially own shares representing approximately
48.3% of the voting power of the Class A Common Stock and have informed the
Company that they intend to cause all such shares to be voted in favor of the
four nominees named elsewhere in this Proxy Statement. See "Certain
Beneficial Owners" below.
2. Holders of Class B Common Stock are entitled to elect eleven directors
at the Annual Meeting. In electing these directors, such holders are entitled
to one vote for each share held. The B Trust beneficially owns all of the
outstanding shares of the Class B Common Stock. Micky Arison, the Chairman and
Chief Executive Officer of the Company, has the sole right to vote and direct
the sale of the Class B Common Stock held by the B Trust, subject, during Ted
Arison's lifetime, to the consent of the trustee of the B Trust. Micky Arison,
with the consent of the trustee of the B Trust, has informed the Company that
he intends to cause all such shares to be voted in favor of the eleven nominees
named elsewhere in this Proxy Statement, thereby ensuring their election. See
"Certain Beneficial Owners" below.
3. On all other matters to come before the Annual Meeting, holders of
Class A Common Stock are entitled to one vote for each share held and holders
of Class B Common Stock are entitled to five votes for each share held. The
Principal Class A Shareholders and the B Trust (collectively, the "Principal
Shareholders") beneficially own shares of Class A Common Stock and Class B
Common Stock (collectively, the "Common Stock") such that they control 76.4% of
the aggregate voting power of all shares entitled to vote and will be able to
determine the outcome of all matters submitted to vote of the shareholders.
The Principal Shareholders and the B Trust have informed the Company that they
intend to cause such shares to be voted in favor of Proposal 2 listed in the
accompanying Notice of Meeting, thereby ensuring the adoption thereof.
Certain Beneficial Owners
Set forth below is information concerning the share ownership of all
persons known by the Company to be the beneficial owners of 5% or more of the
229,898,013 shares of Class A Common Stock and the 54,957,142 shares of Class B
Common Stock outstanding as of January 17, 1996, each executive officer of the
Company named in the Summary Compensation Table which appears elsewhere in this
Proxy Statement, each director of the Company and all directors and executive
officers as a group. See footnotes (2) and (3) below for a description of the
group comprised of members of the Arison family and other persons and entities
affiliated with them.
Percent Percent Percent
Name and Address Number of of Number of of of
of Beneficial Shares of Class A Shares of Class B All
Owners or Identity Class A Common Class B Common Common
of Group(1) Common Stock Stock Common Stock Stock Stock
Micky Arison 5,783,812(2)(4) 2.5% 54,957,142(3) 100% 21.3%(3)
Ted Arison 76,289,600(2)(5) 33.2% -- -- 26.8%
Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367
JMD Delaware, Inc. -- -- 54,957,142(3) 100% 19.3%
as Trustee for
The Micky Arison
1994 "B" Trust
1201 North Market
Street
Wilmington,
Delaware 19899
A.H.W. Limited 3,551,354(2) 1.5% -- -- 1.2%
as Trustee for the
Shari Arison Irrevocable
Guernsey Trust
c/o Baring Brothers
(Guernsey) Limited
P.O. Box 71
Arnold House,
St. Julian's Avenue
St. Peter Port
Guernsey Channel
Islands GY1-3DA
Arison Foundation, 3,400,000(2)(6) 1.5% -- -- 1.2%
Inc.
Cititrust (Jersey) 15,042,858(7) 6.5% -- -- 5.3%
Limited, as Trustee
for the Ted Arison
1994 Irrevocable
Trust For Shari No. 1
P.O. Box 728,
38 Esplanade,
St. Helier
Jersey, Channel Islands
Kentish Limited 15,042,858(7) 6.5% -- -- 5.3%
c/o Baring Brothers
(Guernsey) Limited,
Arnold House
St. Julian's Avenue,
St. Peter Port
Guernsey Channel
Islands GYI-3DA
The Royal Bank of 2,000,000(2) * -- -- *
Scotland Trust
Company, as Trustee
for the Ted
Arison Charitable Trust
P.O. Box 298
Capital House Building
Bath Street
St. Helier,
Jersey JE47TL
TAF Management 1,479,505(2) * -- -- *
Company, as Trustee
of the Continued Trust
for Micky Arison
1201 N. Market Street
Wilmington,
Delaware 19899
TAF Management 2,379,505(2) 1.0% -- -- *
Company as Trustee
of the Continued
Trust for Shari
Arison Dorsman
1201 N. Market Street
Wilmington,
Delaware 19899
TAF Management 2,379,505(2) 1.0% -- -- *
Company as Trustee
of the Continued
Trust for Michael
Arison
1201 N. Market Street
Wilmington,
Delaware 19899
TAF Management 3,000,000(2) 1.3% -- -- 1.1%
Company as Trustee
for the Marilyn B.
Arison Irrevocable
Delaware Trust
1201 N. Market Street
Wilmington,
Delaware 19899
TAMMS Investment 2,332,458(2) 1.0% -- -- *
Company Limited
Partnership
1201 N. Market Street
Wilmington,
Delaware 19899
TAMMS Management 2,332,458(2) 1.0% -- -- *
Corporation
1201 N. Market Street
Wilmington,
Delaware 19899
Andrew H. Weinstein 27,832,727(2)(8) 12.1% -- -- 9.8%
c/o Holland & Knight
701 Brickell Avenue
30th Floor
Miami, Florida 33131
Robert H. Dickinson 251,594 * -- -- *
Howard S. Frank 167,299(9) * -- -- *
A. Kirk Lanterman 127,340(10) * -- -- *
Holland America Line
300 Elliott Avenue West
Seattle,
Washington 98119
Meshulam Zonis 258,975 * -- -- *
Shari Arison 3,400,000(2)(6) 1.5% -- -- 1.2%
Maks L. Birnbach 30,100(11) * -- -- *
c/o Fullcut
Manufacturers, Inc.
580 Fifth Avenue
New York,
New York 10036
Ambassador Richard G.
Capen, Jr. 10,201(12) * -- -- *
6077 San Elijo
Rancho Santa Fe,
California 92067
David Crossland -- -- -- -- --
c/o Airtours plc
Parkway Three
Parkway Business Centre
300 Princess Road
Manchester M14 7QU
England
James M. Dubin -- -- 54,957,142(3) 100% 19.3%
c/o Paul, Weiss,
Rifkind, Wharton
& Garrison
1285 Avenue of the
Americas
New York,
New York 10019-6064
Modesto A. Maidique 10,000(13) * -- -- *
Florida International
University
Office of the President
University Park Campus
Miami, Florida 33199
William S. Ruben 15,700(14) * -- -- *
40 E. 88th Street
Apt. 10F
New York,
New York 10128
Stuart Subotnick 40,000(15) * -- -- *
c/o Metromedia Company
Meadowlands Plaza
East Rutherford,
New Jersey 07094
Sherwood M. Weiser 23,000(16) * -- -- *
c/o The Continental
Companies
3250 Mary Street
Coconut Grove,
Florida 33131
Uzi Zucker 40,000(17) * -- -- *
Bear Stearns & Co.,
Inc.
245 Park Avenue
New York,
New York 10167
All directors and
officers as a group
(15 persons) 10,158,021 4.4% 54,957,142 100% 22.9%
_____________
* Less than one percent.
(1) The address of each person named, unless otherwise noted, is 3655 N.W.
87 Avenue, Miami, Florida 33178-2428.
(2) Ted Arison, Micky Arison and the other Arison family entities named
that own shares of Class A Common Stock have filed a joint statement
on Schedule 13D with respect to the shares of Class A Common Stock
held by such persons. TAMMS Investment Company, Limited Partnership
("TAMMS") owns 2,332,458 shares of Class A Common Stock. TAMMS'
general partners are Ted Arison and TAMMS Management Corporation
("TAMMS Corp."), which is wholly owned by Ted Arison. TAMMS' limited
partners are various trusts established for the benefit of certain
members of Ted Arison's family, including Shari Arison (the "Family
Trusts"). By virtue of the limited partnership agreement of TAMMS,
TAMMS Corp. may also be deemed to beneficially own such 2,332,458
shares of Class A Common Stock. By virtue of their interests in
TAMMS, each of Ted Arison, Micky Arison, and TAF Management Company
and A.H.W. Limited, as trustees of certain of the Family Trusts, may
be deemed to beneficially own the portion of the 2,332,458 shares of
Class A Common Stock held by TAMMS which corresponds to their
respective partnership interest in TAMMS. Such amounts are included
in the number of shares set forth next to their names in the table
above. Because of his controlling interest in TAMMS (through TAMMS
Corp.), Ted Arison may be deemed to beneficially own all of the
2,332,458 shares of Class A Common Stock owned by TAMMS; however, Ted
Arison disclaims beneficial ownership of 1,810,364 of such shares,
which are beneficially owned by the other partners of TAMMS, except
those owned by the TAMMS Corp. Because of his position as President
of TAMMS Corp., Micky Arison may be deemed to beneficially own the
2,332,458 shares of Class A Common Stock owned by TAMMS; however,
Micky Arison disclaims beneficial ownership of all of such shares
which are beneficially owned by the other limited partners of TAMMS or
by TAMMS Corp.
(3) Under the terms of the instrument governing the B Trust, Micky Arison
has the sole right to vote and direct the sale of the Class B Common
Stock held by the B Trust, subject during Ted Arison's lifetime to the
consent of the trustee of the B Trust. The trustee of the B Trust is
a corporation wholly-owned by James M. Dubin. Mr. Dubin may be deemed
to be the beneficial owner of the Class B Common Stock held by the B
Trust.
(4) Includes (i) 200,000 shares of Class A Common Stock issuable to Mr.
Arison upon his exercise of stock options granted to him in May 1995
and (ii) 2,332,458 shares of Class A Common Stock held by TAMMS (see
Note 2 above) all of which may be deemed to be beneficially owned by
Micky Arison. However, Micky Arison disclaims beneficial ownership of
all such shares owned by TAMMS.
(5) Includes 1,810,364 shares of Class A Common Stock held by TAMMS (see
Note 2 above) all of which may be deemed to be beneficially owned by
Ted Arison. However, Ted Arison disclaims beneficial ownership of all
such shares.
(6) Shari Arison, Ted Arison's daughter, is President of the Arison
Foundation, Inc. (the "Foundation"). The Foundation is directed by
six trustees, a majority of whom are affiliates of Ted Arison. Ted
Arison disclaims beneficial ownership of the 3,400,000 shares owned by
the Foundation.
(7) Kentish Limited, an Isle of Man corporation, is the protector of the
Ted Arison Irrevocable Trust for Shari No. 1 and has certain voting
and dispositive rights with respect to the Class A Common Stock held
by such trust.
(8) By virtue of being the sole shareholder of TAF Management Company,
A.H.W. Limited and Kentish Limited, Andrew H. Weinstein may be deemed
to own the aggregate of 27,832,727 shares beneficially owned by such
entities.
(9) Includes 80,000 shares of Class A Common stock issuable to Mr. Frank
upon his exercise of options granted to him in May 1995.
(10) Includes 4,000 shares held by the Helen K. Lanterman Trust (Mr.
Lanterman is trustee).
(11) Includes 3,000 shares owned by Trust Under Will of Norman Salit (Mr.
Birnbach is trustee), and 1,000 shares owned by Fullcut Manufacturers
Inc. Employee Pension Fund (Mr. Birnbach is the trustee of such fund),
as to which he disclaims beneficial ownership. Also includes 20,000
shares of Class A Common Stock issuable to Mr. Birnbach upon his
exercise of stock options granted to him in July 1993 and July 1995.
(12) Includes 10,000 shares of Class A Common Stock issuable to Ambassador
Capen upon his exercise of stock options granted to him in April 1994.
Also includes 201 shares of Class A Common Stock owned by Ambassador
Capen's wife as to which he disclaims beneficial ownership.
(13) Represents shares of Class A Common Stock issuable to Dr. Maidique
upon his exercise of stock options granted to him in April 1994.
(14) Includes 15,000 shares of Class A Common Stock issuable to Mr. Ruben
upon his exercise of stock options granted to him in July 1993.
(15) Includes 20,000 shares of Class A Common Stock issuable to Mr.
Subotnick upon his exercise of stock options granted to him in July
1993.
(16) Includes 20,000 shares of Class A Common Stock issuable to Mr. Weiser
upon his exercise of stock options granted to him in July 1993. Also
includes 2,000 shares owned by Mr. Weiser's wife as to which he
disclaims beneficial ownership.
(17) Includes 20,000 shares of Class A Common Stock issuable to Mr. Zucker
upon his exercise of stock options granted to him in July 1993.
Transfer Restrictions
The B Trust is a party to an amended and restated shareholders agreement
with the Company and certain other parties pursuant to which the B Trust may
not voluntarily transfer its shares of Class B Common Stock until July 1, 1997,
except under certain conditions designed to ensure, to the extent feasible,
that the transfer will not affect the Company's controlled foreign corporation
("CFC") status. In addition, until such date, pursuant to the shareholders
agreement, the B Trust may not cause the Company to authorize or issue any
securities, if after giving effect to the issuance thereof and to any related
transactions, the Company would cease to be a CFC. The B Trust also may not
convert its shares of Class B Common Stock into Class A Common Stock until July
1, 1997.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be paid by the Company. The Company
will make arrangements with brokerage firms, custodians and other fiduciaries
to send proxy materials to their principals, and the Company will reimburse
them for their mailing and related expenses.
ELECTION OF DIRECTORS
At the Annual Meeting, fifteen directors are to be elected to serve until
the next annual meeting and until their successors are elected and have
qualified. It is the intention of the persons named in the proxy hereby
solicited to vote for the election of the four nominees of the Class A Common
Stock named below, unless otherwise specified in the proxy. Except for David
Crossland, each nominee currently serves as a director of the Company. Should
any of these nominees become unable to accept nomination or election (which is
not anticipated), it is the intention of the persons designated as proxies to
vote for the election of the remaining nominees and for such substitute
nominees as the Board of Directors may designate.
Set forth below are the names of the nominees for the four director
positions to be elected by the holders of Class A Common Stock and the nominees
for the eleven director positions to be elected by the holder of Class B Common
Stock. With respect to each nominee, the information presented includes such
person's age, the month and year in which such person first became a director,
any other position held with the Company, such person's principal occupations
during the past five years and any directorships held by such nominee in public
or certain other companies. Information about each nominee's ownership of
equity securities of the Company appears elsewhere in this Proxy Statement.
The election of each of the nominees to the Board of Directors requires
the approval of the majority of the votes cast at the Annual Meeting and
entitled to vote thereon.
The Board of Directors unanimously recommends a vote FOR the election of
each of the nominees named below.
NOMINEES TO BE ELECTED BY THE
HOLDERS OF CLASS A COMMON STOCK
William S. Ruben, age 68, has been a director since July 1987. Since
April 1989, Mr. Ruben has been the President and sole shareholder of William
Ruben, Inc., a consulting firm based in New York. From 1983 to January 1988,
he was President and Chief Executive Officer of Bonwit Teller. Mr. Ruben is
Chairman of the Board of Directors of Sales Service America, Inc., a public
corporation headquartered in Alexandria, Virginia. Mr. Ruben is a member of
the Audit Committee of the Board of Directors.
Stuart Subotnick, age 54, has been a director since July 1987. Mr.
Subotnick has been a general partner and the Executive Vice President of
Metromedia Company since July 1986. He was a director of Metromedia Inc., a
predecessor company, from 1982 and its Executive Vice President from 1986.
Prior to 1986, Mr. Subotnick was Senior Vice President -- Finance of Metromedia
Inc. from October 1983 and a member of the Office of the President from 1982.
He is a director of Metromedia International Group, Inc. and LDDS, Inc. Mr.
Subotnick is Chairman of the Audit Committee of the Board of Directors.
Sherwood M. Weiser, age 65, has been a director since July 1987. Mr.
Weiser has been, since March 1994, Chairman of the Board and Chief Executive
Officer of CHC International, Inc. (d/b/a Carnival Hotels and Casinos). See
"EXECUTIVE COMPENSATION -- Compensation Committee Interlocks and Insider
Participation" for more information regarding Carnival Hotels and Casinos.
From 1970 to March 1994, Mr. Weiser served as the Chairman and Chief Executive
Officer of The Continental Companies, a diversified real estate development
company engaged primarily in hotel development and management. Mr. Weiser is a
member of the Board of Directors of United National Bank and Winsloew
Furniture, Inc. and a trustee of the University of Miami. Mr. Weiser is a
member of the Nominating Committee and Chairman of the Compensation Committee
and Plan Administration Committee of the Board of Directors.
Uzi Zucker, age 60, has been a director since July 1987. Mr. Zucker
joined Bear, Stearns & Co. in 1967 and was a Limited Partner until 1982 and has
been a General Partner thereafter. Mr. Zucker has been a Senior Managing
Director of Bear, Stearns & Co. Inc. ("Bear, Stearns") since 1985. He is a
director of The Bear Stearns Companies Inc., Conair Corporation, Jerusalem
Economic Corporation Ltd., Alliance Tire Company Ltd., Industrial Buildings
Corporation Ltd. and Tnuport Ltd. Mr. Zucker is Chairman of the Nominating
Committee of the Board of Directors and a member of the Compensation Committee
and Plan Administration Committee of the Board of Directors.
NOMINEES TO BE ELECTED BY THE
HOLDERS OF THE CLASS B COMMON STOCK
Micky Arison, age 46, has been Chairman of the Board of Directors since
October 5, 1990 and a director since June 1987. He has been Chief Executive
Officer of the Company since 1979. Micky Arison is Chairman of the Executive
Committee and a member of the Compensation Committee of the Board of Directors.
He is Ted Arison's son. He served on the Board of Directors of Ensign Bank,
FSB until August 31, 1990. On that date, the Office of Thrift Supervision
("OTS") appointed the Resolution Trust Corporation ("RTC") receiver of Ensign
Bank.
Robert H. Dickinson, age 53, has been a director since June 1987. Mr.
Dickinson was Senior Vice President -- Sales and Marketing of the Carnival
Cruise Lines division of the Company ("CCL") from 1979 through May 1993. Since
May 1993, Mr. Dickinson has served as President and Chief Operating Officer of
CCL.
Howard S. Frank, age 54, has been a director since April 1992 and Chief
Financial Officer and Chief Accounting Officer of the Company since July 1,
1989. Mr. Frank was appointed Vice Chairman of the Company in October 1993.
From July 1975 through June 1989, he was a partner with Price Waterhouse. Mr.
Frank is a member of the Executive Committee of the Board of Directors.
A. Kirk Lanterman, age 64, is a Certified Public Accountant and has been a
director since April 1992 and President and Chief Executive Officer of Holland
America Line-Westours Inc. since January 1989. From 1983 to January 1989, he
was President and Chief Operating Officer of Holland America Line-Westours Inc.
From 1979 to 1983, he was President of Westours which merged in 1983 with
Holland America Line.
Meshulam Zonis, age 62, has been a director since June 1987. Mr. Zonis
has been Senior Vice President -- Operations of CCL since 1979.
Maks L. Birnbach, age 75, has been a director since July 1990. Mr.
Birnbach has been the owner and Chairman of the Board of Fullcut Manufacturers
Inc., a New York wholesale importer and exporter of diamonds, for over 40
years. Mr. Birnbach is also a director of the Diamond Manufacturers and
Importers Association located in New York. He is the Vice Chairman of the
American Committee of the Weizmann Institute for Science and a governor of its
Research Institute in Rechovot, Israel. He served on the Board of Directors of
Ensign Bank, FSB, until a receiver was appointed for Ensign Bank, as described
above. Mr. Birnbach is a member of the Executive Committee of the Board of
Directors.
Ambassador Richard G. Capen, Jr., age 61, has been a director since April
1994. He is currently a corporate director, author and business consultant.
From 1992 to 1993, Ambassador Capen served as United States Ambassador to
Spain. From 1989 to 1991, Ambassador Capen served as Vice Chairman of
Knight-Ridder, Inc. Ambassador Capen was the Chairman and Publisher of the
Miami Herald from 1983 to 1989. Ambassador Capen is a member of the Board of
Directors of The Wackenhut Corporation and the Economy Fund and Smallcap Fund
of The Capital Group. Ambassador Capen is a member of the Audit Committee of
the Board of Directors.
Shari Arison, age 38, was a director from June 1987 until July 1993. Ms.
Arison was reappointed to the Board of Directors in June 1995. Ms. Arison has
been President of the Foundation since May 1987. She is Ted Arison's daughter.
Modesto A. Maidique, age 55, has been a director since April 1994. He has
been President of Florida International University ("FIU") since 1986. Prior
to assuming the presidency of FIU, Dr. Maidique taught at the Massachusetts
Institute of Technology, Harvard University and Stanford University. Dr.
Maidique has also served as Vice President and General Manager of the
Semiconductor Division of Analog Devices, Inc. which he co-founded in 1969, as
President and Chief Executive Officer of Collaborative Research, Inc., a
genetics engineering firm, and as General Partner of Hambrecht & Quist, a
venture capital firm. Dr. Maidique is a director of National Semiconductor,
Inc. Dr. Maidique is a member of the Compensation Committee and the Plan
Administration Committee of the Board of Directors.
James M. Dubin, age 49, was appointed to the Board of Directors in July
1995. Mr. Dubin is a Senior Partner with the law firm of Paul, Weiss, Rifkind,
Wharton & Garrison. Mr. Dubin is also a member of the Board of Directors of
Conair Corporation, an international designer, manufacturer and marketer of
branded consumer products.
David Crossland, age 49, has not previously served as a director of the
Company. In connection with the proposed transactions with Airtours plc, a
public limited company registered in England and Wales ("Airtours"), whereby
the Company will acquire 29.6% of the common equity of Airtours, the Company
has agreed to cause Mr. Crossland to be appointed to the Board of Directors.
Since 1972, Mr. Crossland has been the Chairman and a director of Airtours, an
integrated leisure travel group in the United Kingdom, Sweden, Norway, Denmark,
Finland and Canada. See "TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE
COMPANY - Transactions with Airtours and David Crossland."
Section 16(a) Reporting Delinquencies
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during and with respect to its most recent fiscal year and upon
written representations from persons known to the Company to be subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (a "reporting person") that no Form 5 is required to be filed for such
reporting person, the following persons failed to file, on a timely basis,
reports required by Section 16(a) of the Exchange Act during the fiscal year
ended November 30, 1995: Ted Arison, Micky Arison, A. Kirk Lanterman,
William S. Ruben, Maks Birnbach and Baring Brothers (Guernsey) Limited, as
trustee for the Ted Arison Family Holding Trust No. 2.
Board and Committee Meetings
During the fiscal year ended November 30, 1995, the Board of Directors
held a total of five meetings. The Board of Directors has established standing
Executive, Audit, Nominating, Compensation and Plan Administration Committees.
During the fiscal year ended November 30, 1995, a quorum of directors was
present at each meeting of the Board and of the Committees. During the fiscal
year ended November 30, 1995, except for Shari Arison, no incumbent director
was present in person or by proxy at fewer than 75% of the aggregate of the
total number of meetings of the Board and the total number of meetings held by
all Committees on which he served.
The Executive Committee was established for the purpose of acting in the
stead of the entire Board of Directors during the periods between regular Board
meetings. The Board has delegated to the Executive Committee the power to act
in lieu of and with the powers and privileges granted to the Board, other than
the power to declare dividends or issue shares of capital stock of the Company.
Twenty meetings of the Executive Committee were held during the fiscal year
ended November 30, 1995.
The Audit Committee was established for the purpose of inspecting the work
and written reports of the Company's internal audit department and reviewing
submissions from and making recommendations regarding the independent public
accountants for the Company. Four meetings of the Audit Committee were held
during the fiscal year ended November 30, 1995.
The Nominating Committee was established for the purpose of nominating for
election directors to be elected by the Company's shareholders. Although the
Nominating Committee will consider nominees recommended by shareholders, the
Nominating Committee does not have a specific procedure for the consideration
of nominees recommended by shareholders. One meeting of the Nominating
Committee was held during the fiscal year ended November 30, 1995.
The Compensation Committee was established for the purpose of making
recommendations to the Board of Directors regarding compensation for
independent directors and for senior management. Two meetings of the
Compensation Committee were held during the fiscal year ended
November 30, 1995.
The Plan Administration Committee was established to administer The 1992
Stock Option Plan, The 1993 Carnival Cruise Lines, Inc. Employee Stock Purchase
Plan, The 1993 Carnival Cruise Lines, Inc. Restricted Stock Plan, The 1993
Outside Directors' Stock Option Plan and The 1994 Carnival Cruise Lines Key
Management Incentive Plan. Seven meetings of the Plan Administration Committee
were held during the fiscal year ended November 30, 1995.
EXECUTIVE COMPENSATION
General
The following table sets forth all compensation awarded to, earned by, or
paid to the Company's Chief Executive Officer and to each of the Company's four
most highly compensated executive officers other than the Chief Executive
Officer.
SUMMARY COMPENSATION TABLE
Long Term Compensation Awards
Number of All
Securities Other
Restricted Underlying Compen-
Name and Annual Compensation(1) Stock Options/ sation
Principal Position Year Salary($) Bonus($) Awards($)(2) SARs (#)(3) ($)
Micky Arison 1995 179,000 1,035,000 -- 1,000,000 --
Chairman, CEO 1994 176,000 735,000 -- -- --
and Director 1993 175,000 520,000 -- -- --
Robert H. Dickinson 1995 185,000 672,000(4) 110,838(4) -- --
President of CCL 1994 182,000 556,000(4) 53,825(4) -- --
and Director 1993 179,000 466,000 -- -- --
Howard S. Frank 1995 185,000 645,000 -- 400,000 --
Vice Chairman, CFO 1994 183,000 445,000 997,625(5) -- --
and Director 1993 182,000 295,000 1,625,000(5) -- --
A. Kirk Lanterman 1995 214,000 864,000(6) -- -- 15,000(7)
Pres. and CEO of 1994 214,000 821,000(6) -- -- 18,000(7)
HAL-Westours, Inc. 1993 214,000 911,000(6) -- -- 20,000(7)
and Director
Meshulam Zonis 1995 180,000 432,000(4) 38,202(4) -- --
Sr. VP Oper. and 1994 180,000 349,000(4) 18,448(4) -- --
Director 1993 185,000 280,000 -- -- --
(1) Personal benefits for each executive officer named in the table did not
exceed $50,000 or 10% of such executive officer's total annual salary
and bonus for the fiscal years ended November 30, 1995, 1994 and 1993,
respectively.
(2) As of November 30, 1995, Messrs. Arison, Dickinson, Frank, Lanterman and
Zonis beneficially owned 3,251,354 shares, 251,592 shares, 87,296
shares, 147,340 shares, and 258,975 shares of restricted Class A Common
Stock, respectively. At November 30, 1995, based on the closing price
of the Class A Common Stock on such date, such restricted shares of
Class A Common Stock beneficially owned by Messrs. Arison, Dickinson,
Frank, Lanterman and Zonis had a value of $84,535,204, $6,541,392,
$2,269,696, $3,830,840, and $6,733,350, respectively. The restricted
shares of Class A Common Stock held by such executive officers have
the same rights with respect to dividends and other distributions as
all other outstanding shares of Class A Common Stock. As of
November 30, 1995, Micky Arison beneficially owned 54,957,142 shares
of Class B Common Stock. The Class B Common Stock is not publicly
traded.
(3) Pursuant to the Carnival Cruise Lines, Inc. 1992 Stock Option Plan (the
"1992 Option Plan"), effective May 30, 1995 (the "Grant Date"), the
Company granted to (i) Micky Arison, the Chairman of the Board of
Directors and the Chief Executive Officer of the Company, an option to
purchase 1,000,000 shares of Class A Common Stock (the "Arison Option")
and (ii) Howard S. Frank, the Vice Chairman, Chief Financial
Officer and a director of the Company, an option to acquire
400,000 shares of Class A Common Stock (the "Frank Option").
The term for each of the Arison Option and the Frank Option is
ten years, unless expiration occurs earlier due to termination of
employment of Micky Arison or Howard S. Frank, as the case may be. The
exercise price for each of the Arison Option and the Frank Option is $22.50
per share of Class A Common Stock. Subject to accelerated vesting upon the
death or disability of Micky Arison or Howard S. Frank, as the case may be,
the Arison Option and the Frank Option are each exercisable in amounts
equal to twenty percent of the aggregate number of shares underlying the
Arison Option and Frank Option, as the case may be, on or after the Grant
Date and on or after the first through fourth anniversaries of the Grant
Date. The Arison Option and the Frank Option are exercisable in full with
respect to the aggregate number of shares on or after the fourth
anniversary of the Grant Date.
(4) Represents payments to Mr. Dickinson and Mr. Zonis pursuant to the 1994
Carnival Cruise Lines Key Management Incentive Plan (the "CCL Plan") which
allows key management employees of the Carnival Cruise Lines division of
the Company to participate in an incentive award pool for fiscal 1994 and
1995 of two percent of (i) the consolidated net income of Carnival Cruise
Lines division of the Company ("CCL Net Income") for the fiscal years ended
November 30, 1994 and November 30, 1995, respectively, minus (ii) the
greater of (a) CCL's Net Income for the fiscal year ended November 30,
1993, or (b) $183,000,000. A portion of the annual bonus payable pursuant
to the CCL Plan is payable in shares of the Company's Class A Common Stock.
(5) Represents the value, based on the closing market price of the Class A
Common Stock on the New York Stock Exchange on the dates of grant, of
46,000 shares and 100,000 shares of Class A Common Stock issued to Mr.
Frank pursuant to the 1993 Carnival Cruise Lines Restricted Stock Plan in
1994 and 1993, respectively. Such shares vest at the rate of twenty
percent per year. The restricted shares of Class A Common Stock held by
Mr. Frank have the same rights with respect to dividends and other
distributions as all other outstanding shares of Class A Common Stock.
(6) Represents payments to Mr. Lanterman pursuant to the Holland America Lines,
Inc.-Westours, Inc. ("HALW") 1994-1996 Key Management Incentive Plan (the
"HALW Plan") which allowed key management employees of HALW to participate
in an incentive award pool for fiscal 1995 and 1994 of 3.2% of the
consolidated net income of HAL Antillen, N.V. The participation percentage
for fiscal 1993 was 4.4% of the consolidated net income of HAL Antillen,
N.V. Pursuant to the HALW Plan, cash incentive awards due to Mr. Lanterman
for years prior to fiscal 1994 were reduced by an agreed upon value
($2,000,000) of Class A Common Stock issued to Mr. Lanterman pursuant to an
expired compensation agreement with a subsidiary of the Company.
(7) Represents amounts paid on behalf of Mr. Lanterman pursuant to the Westours
Profit Sharing Plan (the "Profit Sharing Plan") and the Westours Employee
Savings Plan (the "Savings Plan"). The amounts paid or accrued to Mr.
Lanterman under the Profit Sharing Plan in fiscal 1995, 1994 and 1993, were
$12,000, $14,966, and $17,104, respectively. The employer contributions
made on behalf of Mr. Lanterman under the Savings Plan for fiscal 1995,
1994 and 1993, were $3,080, $3,080 and $2,998, respectively. The Profit
Sharing Plan and the Savings Plan are generally available to all employees
of Holland America Lines-Westours, Inc.
Options
The following table sets forth all stock options and SARs granted to the
Company's Chief Executive Officer and to each of the Company's four most highly
compensated executive officers other than the Chief Executive Officer.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Grant Date
Percent of Value
Number of Total
Securities Options/SARs Exercise
Underlying Granted to or Base Grant Date
Options/SARs Employees in Price Expiration Present
Name Granted (#) Fiscal Year ($/Sh) Date Value($)
Micky Arison
Chairman, CEO 1,000,000(1) 68% $22.50(2) 5/30/2005 9,720,000(3)
and Director
Howard S. Frank
Vice Chairman, 400,000(1) 27% $22.50(2) 5/30/2005 3,888,000(3)
CFO and Director
_______________
(1) The term for each of the Arison Option and the Frank Option is ten
years, unless expiration occurs earlier due to termination of
employment of Micky Arison or Howard S. Frank, as the case may be.
The exercise price for each of the Arison Option and the Frank Option
is $22.50 per share of Class A Common Stock. The market value of the
Class A Common Stock underlying each of the Arison Option and the
Frank Option was $24.50 on January 17, 1996. Subject to accelerated
vesting upon the death or disability of Micky Arison or Howard S.
Frank, as the case may be, the Arison Option and the Frank Option are
each exercisable in amounts equal to twenty percent of the aggregate
number of shares underlying the Arison Option and Frank Option, as the
case may be, on or after the Grant Date and on or after the first
through fourth anniversaries of the Grant Date. The Arison Option and
the Frank Option are exercisable in full with respect to the aggregate
number of shares on or after the fourth anniversary of the Grant Date.
(2) Represents fair market value of Class A Common Stock at date of grant.
(3) In accordance with Securities and Exchange Commission rules, the
Black-Scholes option pricing model was chosen to estimate the Grant
Date Present Value of the options set forth in this table. The
Company's use of this model should not be construed as an endorsement
of its accuracy at valuing options. All stock option models require a
prediction about the future movement of the stock price. The
following assumptions were made for purposes of calculating Grant Date
Present Value: average option term of 8 years, volatility of .25,
dividend yield of 1.33% and interest rate of 8%. The real value of
the options in this table depends upon the actual performance of the
Company's stock during the applicable period and upon when they are
exercised.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES(1)
Number of Securities Underlying Value of Unexercised
Unexercised Options/SARs In-the-Money Options/SARs
at FY-End (#) at FY/End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable
Micky Arison
Chairman, CEO 200,000/800,000(2) 700,000/2,800,000
and Director
Howard S. Frank
Vice Chairman, 80,000/320,000(2) 280,000/1,120,000
CFO and Director
____________________
(1) No options were exercised by executive officers during fiscal 1995.
(2) On May 30, 1996, the first anniversary of the grant date of the
options, additional options to acquire 200,000 and 80,000 shares of
Class A Common Stock will become exercisable by Messrs. Arison and
Frank, respectively. The same number of options shall become
exercisable by Messrs. Arison and Frank on each of the next three
anniversary dates of the grant date of the options.
Deferred Compensation Agreements
The Company has entered into deferred compensation agreements with three
employees, Robert H. Dickinson, Meshulam Zonis and a former executive officer.
The agreements provide for the payment of an annual deferred compensation
benefit equal to 50% of each employee's annual compensation, payable for 15
years in equal monthly installments after the employee retires. "Compensation"
is defined as the average of the employee's annual salary and bonuses, up to a
maximum of $400,000 earned during the last five years of employment (highest
paid five years of employment for the former executive officer) preceding the
employee's retirement or other separation from service. Employees may retire
and begin receiving an unreduced benefit anytime if they have reached age 65
and have 10 years of continuous service, as determined by the Company.
Assuming average final compensation calculated according to Messrs.
Dickinson's and Zonis's annual compensation over the last five years, the
estimated annual benefits payable to each of Messrs. Dickinson and Zonis would
be $200,000. An employee may retire with benefits prior to age 65 if he is at
least age 55, has completed at least 10 years of service, and the Company
consents to such retirement. In such event, if the employee elects to have
benefits commence prior to age 65, payments are reduced to the present value,
using a discount factor of 10% of the full benefit which would have been
payable at age 65. An employee may also be entitled to benefits under certain
other circumstances specified in the agreements.
If the employee dies before receiving the entire benefit payable to him,
the balance is paid to the employee's beneficiary or estate.
All amounts are forfeited if the employee engages in any conduct which in
the Company's opinion is contrary to the Company's best interests, if the
employee's employment is terminated for cause, if the employee engages in
competition with the Company, or if the employee fails to assist the Company
when asked.
Defined Benefit Plans
The following table sets forth estimated pension benefits payable at age
65 or upon completion of 5 years of plan participation, whichever occurs later
(the "Normal Retirement Date"), pursuant to two employee pension plans
(qualified and non-qualified) adopted by the Company effective January 1, 1989
(collectively, the "Pension Plan").
(The Pension Plan provides an early retirement benefit at age 55 after
completion of 15 years of service, subject to a reduction of .5% for each month
that distribution of benefits precedes the participant's Normal Retirement
Date.)
PENSION PLAN TABLE
Years of Service
Remuneration 15 20 25 30 35
$125,000 $24,600 $32,800 $41,000 $49,200 $49,200
$150,000 and above $30,600 $40,800 $51,000 $61,200 $61,200
A participant's benefits under the Pension Plan are calculated based on an
employee's length of service with the Company and the average of the
participant's five highest consecutive years of compensation (including base
pay, overtime, bonuses and commissions) out of the last ten years of service.
Subject to the benefit limitation policy discussed below, the covered
compensation with respect to the individuals named in the Summary Compensation
Table would include substantially the same types and amounts of annual
compensation shown in the Summary Compensation Table.
The normal form of payment is a straight life annuity with benefits
ceasing at the later of the death of the participant or five years from the
date of first payment. If the employee is married, pension benefits are
presumptively payable on a reduced joint and 50% survivor annuity basis with
the employee's spouse as the contingent annuitant. Other forms of
distributions are available under the Pension Plan and with benefit payments
commencing generally not prior to January 1, 1994. Those options will include
a lump sum distribution.
The Company has adopted a benefit limitation policy for the Pension Plan
consistent with Section 415 of the Internal Revenue Code of 1986, as amended
(the "Code"). The annual compensation for the fiscal year ended November 30,
1995 covered by the Pension Plan for the individuals named in the Summary
Compensation Table, except for A. Kirk Lanterman who is not eligible for
participation in the Pension Plan, is limited to $150,000 (as may be indexed)
pursuant to Section 401(a)(17) of the Code.
Pension benefits paid under the Pension Plan will be credited toward
amounts payable under the Deferred Compensation Agreements described above.
The Pension Plan does not reduce benefits on account of Social Security (or any
other benefit), other than as reflected in the benefit formula which is
integrated with Social Security.
As of January 1, 1996, the years of credited service under the Pension
Plan for each of the executive officers named in the Summary Compensation
Table, except for A. Kirk Lanterman who is not eligible for participation in
the Pension Plan, will be as follows: Micky Arison, age 46, with 20 credited
years of service; Robert H. Dickinson, age 53, 20 years; Meshulam Zonis, age
62, 20 years; and Howard S. Frank, age 54, 6 years. In consideration of Mr.
Frank's forfeiture of retirement benefits from his prior employer, on April 17,
1995, the Compensation Committee approved an agreement with Mr. Frank whereby
the Company agreed to compensate Mr. Frank upon his retirement for benefits he
would have received under the Pension Plan if he had been credited for an
additional thirteen years of service in addition to the actual years of
credited service, reduced by the amounts payable under the Pension Plan.
Compensation of Directors
Each director who is not an employee of the Company receives $25,000 per
annum.
On July 10, 1993, the Board of Directors adopted the 1993 Outside
Directors' Stock Option Plan (the "Outside Director Plan") to provide
additional compensation to non-employee directors. The Outside Director Plan
provides for the granting of options to purchase shares of Class A Common Stock
to directors of the Company who are not employees or officers of the Company or
any of its subsidiaries.
Each nonemployee director elected or appointed to the Board of Directors
for the first time following the adoption of the Outside Director Plan is
granted an option to purchase 10,000 shares of Class A Common Stock.
Thereafter, for each five-year period of consecutive service as a nonemployee
director, each nonemployee director receives an option to purchase an
additional 10,000 shares of Class A Common Stock. The exercise price of each
option granted under the Outside Director Plan may not be less than the average
of the high and the low sales price of a share of Class A Common Stock on the
New York Stock Exchange on the date of grant.
Options granted under the Outside Director Plan are immediately
exercisable for a period of five years from the date of grant. The maximum
number of shares of Class A Common Stock which may be made subject to options
under the Outside Director Plan is 400,000. The Outside Director Plan is
effective for a period of ten years from the date of adoption by the Board of
Directors.
Pursuant to the terms of the Outside Director Plan each nonemployee
director serving in such capacity at the time of the adoption of the Outside
Director Plan was granted an option to purchase 10,000 shares of Class A Common
Stock. In addition, such nonemployee directors received an option to purchase
10,000 shares of Class A Common Stock for each five year period of service as a
director of the Company prior to the adoption of the Outside Director Plan (or
credit for any such period of prior service of less than five years). Based on
the foregoing, Messrs. Ruben, Subotnick, Weiser and Zucker were each granted
options to acquire 20,000 shares of Class A Common Stock and Mr. Birnbach,
Ambassador Capen and Dr. Maidique each received an option to acquire 10,000
shares of Class A Common Stock. The option price of the options issued to
Messrs. Ruben, Subotnick, Weiser, Zucker and Birnbach was $19.81 per share of
Class A Common Stock, the average of the high and the low sales price of a
share of Class A Common Stock on the New York Stock Exchange on the date of
grant. The option price of the options issued to Mr. Capen and Dr. Maidique
was $22.50 per share of Class A Common Stock, the average of the high and the
low sales price of a share of Class A Common Stock on the New York Stock
Exchange on the date of grant. On July 12, 1995, Mr. Birnbach was granted
options to acquire an additional 10,000 shares of Class A Common Stock at an
option price of $23.94 per share. Neither Shari Arison nor James M. Dubin
receive options under the Outside Director Plan. The following table sets
forth the market value of the unexercised options held by each nonemployee
director participating in the Outside Director Plan as of January 17, 1996.
Exercise Aggregate Market Value
No. of Options Price Exercise as of
Unexercised Per Share ($) Price ($) 1/17/96 ($)
William S. Ruben 15,000 $19.81 $297,150 $367,500
Stuart Subotnick 20,000 19.81 396,200 490,000
Sherwood M. Weiser 20,000 19.81 396,200 490,000
Uzi Zucker 20,000 19.81 396,200 490,000
Maks L. Birnbach 10,000 19.81 198,100 245,000
10,000 23.94 239,400 245,000
Richard G. Capen, Jr. 10,000 22.50 225,000 245,000
Modesto A. Maidique 10,000 22.50 225,000 245,000
Total 115,000 $2,373,250 $2,817,500
Retirement and Consulting Agreement
In 1994, the Company entered into a Retirement and Consulting Agreement
(the "Retirement Agreement") with A. Kirk Lanterman, the President and Chief
Executive Officer of the Company's wholly-owned subsidiary, Holland America
Line-Westours, Inc. The Retirement Agreement provides that the Company will
pay to Mr. Lanterman in monthly installments over a ten year period an annual
compensation of $300,000 for consulting services beginning upon his retirement
from employment with the Company or its subsidiaries. Mr. Lanterman is
required to provide up to five hours of consulting services per month during
the term of the Retirement Agreement. In the event of Mr. Lanterman's death
prior to the expiration of the Retirement Agreement, the unpaid balance of the
total compensation payable under the Retirement Agreement must be paid to his
estate within thirty days of the date of his death.
Compensation Committee Interlocks and Insider Participation
During the Company's fiscal year ended November 30, 1995, Messrs.
Modesto A. Maidique, Sherwood M. Weiser, Micky Arison and Uzi Zucker served as
members of the Compensation Committee of the Board of Directors. Mr. Arison is
the Chairman of the Board of Directors and Chief Executive Officer of the
Company. Mr. Arison and Mr. Frank are directors of CHC International, Inc. As
described below, Mr. Weiser is Chairman of the Board of Directors and Chief
Executive Officer of CHC International, Inc.
Mr. Weiser
Sherwood M. Weiser is the Chairman of the Board, Chief Executive Officer
and President of CHC International, Inc., d/b/a Carnival Hotels and Casinos
("CHC"). CHC, an independent hotel and casino development and management
company, was formed in March 1994 by the Company and the principals of The
Continental Companies. Mr. Weiser was the Chairman of the Board and Chief
Executive Officer of The Continental Companies as well as one of its principal
stockholders. As of January 17, 1996, the Company owned 24.05% of the
outstanding capital stock of CHC.
In March 1994, the Company and CHC entered into a Trademark License
Agreement providing for CHC's use of the "Carnival" trademark so that CHC may
do business as "Carnival Hotels & Casinos". In exchange, CHC pays the Company
an annual royalty equal to the greater of $100,000 or 1% of CHC's gross
revenues, computed in accordance with the terms of the Trademark License
Agreement. The Trademark License Agreement has a term of 20 years.
In connection with the Company's sale to Mr. Weiser of 429,624 shares of
CHC capital stock effective November 30, 1994, Mr. Weiser issued a promissory
note in favor of the Company in the original principal amount of $5,370,000
(the "Weiser Note"). The Weiser Note bears interest at the rate of 6% per
annum. The Weiser Note contains a put option which may be exercised by Mr.
Weiser at any time to require the Company to repurchase the 429,624 shares of
CHC capital stock sold to Mr. Weiser in exchange for the full principal and
interest due under the Weiser Note. As of January 17, 1996, the full
principal amount of the Weiser Note remains outstanding.
CHC Casinos Canada Limited ("CHC Canada"), a wholly-owned subsidiary of
CHC, has requested that the Company extend a six-year $25 million loan to CHC
Canada (the "Loan"), which funds CHC Canada would in turn loan on an unsecured,
subordinated and non-recourse basis, to Casino RAMA, Inc., a corporation
wholly-owned by the Chippewas of RAMA Indian Nation, for a portion of the
construction of a casino located on the reserve of the Chippewas of RAMA
Indian Nation in Ontario, Canada. CHC Canada has reached an agreement in
principle with the Chippewas of RAMA Indian Nation and the Ontario Casino
Corporation to operate the casino and related facilities for the benefit of
the Chippewas of RAMA Indian Nation and other Indian Nations located in
Ontario. The Loan would bear interest at the rate of 30% per annum. CHC would
guaranty the Loan. No assurance can be given that a final agreement regarding
the terms of the Loan will be reached.
The terms of the various transactions involving the Company and CHC were
the results of arms-length negotiations between the parties.
Mr. Arison
Mr. Arison, the Chairman of the Board of Directors and Chief Executive
Officer of the Company, is the indirect sole owner of a corporation which
leases a plane to the Company under a long-term lease pursuant to which the
Company paid rent in a lump sum of $5.5 million in 1987. The amount of the
lump sum payment was based on the fair market value and the remaining useful
life of the plane at the time, as determined by an independent appraiser. The
Company has the option to purchase the plane upon expiration of the lease at
its fair market value at the time.
Mr. Arison is also the indirect majority shareholder of Carnival Air
Lines, Inc. ("Carnival Air"), an airline which conducts charter services and
scheduled carrier services to Nassau, Puerto Rico and other locations in the
Caribbean from several U.S. cities and between various U.S. cities. During
fiscal 1995, the Company and its subsidiaries paid approximately $2.6 million
to Carnival Air, net of licensing fees. The Company believes that the fees
charged by Carnival Air are comparable to those charged by other airlines
for comparable services.
Mr. Zucker
Mr. Zucker, a director of the Company, is a Managing Director of Bear,
Stearns & Co. Inc. ("Bear Stearns"). Bear Stearns is one of the investment
banking firms serving as an agent of the Company in connection with the
Company's ongoing offering of $100,000,000 of Medium Term Notes. Bear Stearns
served as an underwriter in the April 1995 public offering of the Company's
15,870,000 shares of Class A Common Stock by the Company and certain
shareholders of the Company. Bear Stearns received approximately $300,000 in
underwriting fees from the Company during fiscal 1995.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Committees
The four-member Compensation Committee of the Company's Board of Directors
is responsible for annually recommending to the Board of Directors the cash
compensation payable to the Company's executive officers. Compensation
decisions by the Compensation Committee are submitted to the Board of Directors
for approval. The Plan Administration Committee is responsible for the
administration of the Company's stock-based incentive plans. The Compensation
Committee and the Plan Administration Committee are collectively referred to in
this Report as the "Committees".
The Compensation Committee is comprised of Messrs. Sherwood M. Weiser, Uzi
Zucker, and Modesto A. Maidique, each of whom are outside directors of the
Company, and Micky Arison, the Chairman and Chief Executive Officer of the
Company. Mr. Arison, Ted Arison (his father) and the other Principal
Shareholders control 76.4% of the voting power of the Company. Mr. Arison's
participation on the Compensation Committee provides the controlling
shareholders of the Company the ability to directly oversee and influence the
compensation policies of the Company. The Plan Administration Committee is
comprised of Messrs. Maidique, Weiser and Zucker.
Compensation Structure
The key components of the compensation of the Company's Chief Executive
Officer and the other executives named in the Summary Compensation Table are
base salary, annual bonus and stock-based incentives. The objective of the
Company is to create a compensation package for executive officers that is
competitive with compensation payable by comparable leisure industry companies,
as well as to provide both short term rewards and long term incentives for
positive individual and corporate performance.
Based on his subjective determinations, the Chief Executive Officer
recommends to the Compensation Committee and the Plan Administration Committee
the amount of total compensation payable to the Chief Executive Officer and the
other named officers for each fiscal year. The Committees undertake a
subjective review of such recommendations in light of the various factors
discussed below. Neither the Chief Executive Officer nor the Committees assign
relative values to any factors considered in the compensation process or set
predetermined performance targets for purposes of the compensation decisions.
The compensation recommendations of the Chief Executive Officer have
historically been approved by the Committees and the Board of Directors.
The various components of the Company's executive compensation are
discussed below.
Salaries
With the exception of Mr. Lanterman who is employed by Holland America
Line-Westours, Inc. ("HALW"), a subsidiary of the Company, the Chief Executive
Officer and the named executive officers receive approximately the same annual
base salary. The base salaries, including the base salary of the Chief
Executive Officer of the Company, are deliberately set at a level the Company
believes to be below salaries paid to executive officers of companies of
comparable size. The objective of the Company is to emphasize the variable
annual bonus as the most important cash compensation feature of executive
compensation. The base salary is reviewed annually primarily for
cost-of-living increases. The base salary of the Chief Executive Officer has
not been significantly adjusted during the past three fiscal years.
Bonuses
The primary cash-based component of the Company's executive compensation
is the annual bonus. The emphasis on the annual discretionary bonus allows the
Company greater flexibility in rewarding favorable individual and corporate
performance than possible under a salary-oriented structure. Although there is
no specific relationship between the bonus recommendations of the Chief
Executive Officer and the performance of the Company for the 1995 fiscal year,
the Compensation Committee considered generally in reviewing such
recommendations the 18% increase in the Company's earnings per share (based on
continuing operations) for fiscal 1995 and the shareholder return reflected in
the Performance Graph appearing elsewhere in this Proxy Statement.
Mr. Lanterman's cash bonus is based on the financial performance of HALW,
and is calculated pursuant to the terms of the HALW Key Management Incentive
Plan. See footnote 6 to the Summary Compensation Table. Cash bonuses to named
officers employed by the Carnival Cruise Lines division of the Company were
determined pursuant to the terms of the 1994 Carnival Cruise Lines Key
Management Incentive Plan (the "CCL Plan"). A portion of the annual bonus
payable pursuant to the CCL Plan is payable in shares of the Company's Class A
Common Stock. See footnote 4 to the Summary Compensation Table.
Stock-Based Incentives
The third component of the Company's executive compensation is comprised
of stock-based incentive plans. The Plan Administration Committee considers
the current year's vesting of previously issued shares under the 1987 and 1993
Carnival Cruise Lines, Inc. Restricted Stock Plans, respectively, and other
stock grants or awards in evaluating the executive compensation recommendations
of the Chief Executive Officer. In addition, the Plan Administration Committee
considers granting stock options pursuant to the 1992 Option Plan. Whereas the
cash bonus payments are intended to reward positive short-term individual and
corporate performance, grants under the stock-based plans are intended to
provide executives with longer term incentives which appreciate in value with
the continued favorable future performance of the Company. A portion of the
annual bonuses payable pursuant to the CCL Plan is payable in shares of the
Company's Class A Common Stock. See Footnotes 3, 4 and 5 to the Summary
Compensation Table.
Other Compensation
The Company in the past has entered into various compensation-related
agreements with individual officers. Such plans include employment agreements
and deferred compensation arrangements. The Committees and the Board will
consider such arrangements in the future in connection with circumstances which
warrant an individualized compensation arrangement.
The Company's executive officers also participate in the Company's
non-qualified pension plan.
The Compensation Committee
Sherwood M. Weiser, Chairman
Micky Arison
Modesto A. Maidique
Uzi Zucker
Performance Graph
The following graph compares the Price Performance of $100 if invested in
the Company's Class A Common Stock with the Price Performance of $100 if
invested in each of the New York Stock Exchange Market Value Index and the Dow
Jones Industry Group REQ (Other recreational products/services). The
Performance Graph does not contain comparisons with a cruise line industry
index or other cruise lines because the great majority of other companies
engaged in the cruise business are privately-held companies. The Price
Performance, as used in the Performance Graph, is calculated by assuming $100
is invested at the beginning of the period in the Company's Class A Common
Stock at a price equal to the market value. At the end of each fiscal year the
total value of the investment is computed by taking the number of shares owned,
assuming the Company's dividends are reinvested on an annual basis, times the
market price of the shares at the end of each fiscal year.
(Graph)
1990 1991 1992 1993 1994 1995
Carnival Corporation 100 179 254 384 350 426
NYSE Market Index 100 120 138 155 157 201
Dow Jones Industry 100 111 141 166 155 199
Group/REQ
TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE COMPANY
Transactions with Ted Arison. In November 1990, subsequent to his
resignation as Chairman of the Board, Ted Arison and the Company entered into a
consulting agreement (the "Consulting Agreement") whereby Ted Arison agreed to
act as a consultant to the Company with respect to the construction of cruise
ships. In July 1992, the Consulting Agreement was replaced by a new consulting
agreement (the "New Consulting Agreement") between the Company and Arison
Investments Ltd. ("AIL"), a corporation affiliated with Ted Arison. The New
Consulting Agreement has a term ending November 25, 1996. Under the New
Consulting Agreement, the Company has agreed to pay AIL $500,000 per year and
to reimburse it for all customary and usual expenses. The New Consulting
Agreement also has a non-competition clause under which AIL has agreed that
during the term of the New Consulting Agreement it will not, and will cause its
affiliate not to compete in any way with the Company. In fiscal 1995, $500,000
in fees were paid to AIL under the New Consulting Agreement. In connection
with the performance of his consulting services, Mr. Arison periodically
utilizes an airplane leased by the Company. Mr. Arison reimburses the Company
for his personal use of the airplane. In 1995, Mr. Arison paid the Company
$264,000 for the personal use of the airplane.
Under a registration rights agreement (the "Arison Registration Rights
Agreement"), the Company has granted certain registration rights to Ted Arison
with respect to the shares of Class A Common Stock beneficially owned by Ted
Arison (the "Arison Shares") in consideration for $10,000 to be paid to the
Company by Ted Arison thereunder. If, at any time, Ted Arison makes a written
demand for the registration of any number of the Arison Shares, subject to a
minimum amount of 500,000 shares, the Company will within 90 days prepare and
file with the SEC a registration statement, subject to certain limitations. In
addition, if the Company determines to file a registration statement on its
behalf or on behalf of any security holders (other than a registration
statement filed for the purpose of registering shares issuable to employees
under an employee benefit plan or in connection with a business combination)
relating to its Common Stock or any class of securities convertible into Common
Stock, Ted Arison may register the Arison Shares pursuant to such registration
statement, subject to certain limitations. The Company has agreed to bear all
expenses relating to such demand and piggyback registrations, except for fees
and disbursements of counsel for Ted Arison, selling costs, underwriting
discounts and applicable filing fees. In April 1995, the Company filed a
registration statement at the request of Ted Arison for the sale of 13,800,000
shares of the Company's Class A Common Stock pursuant to the terms of the
Arison Registration Rights Agreement. The Company incurred approximately
$300,000 in expenses related to such registration.
Registration Rights. Pursuant to a letter agreement (the "Trust
Registration Rights Agreement"), dated July 11, 1989, the Company granted to
the Ted Arison Irrevocable Trust (the "Irrevocable Trust") and the Arison
Children's Irrevocable Trust (the "Children's Trust", and together with the
Irrevocable Trust, the "Trusts") certain registration rights with respect to
the 14,277,028 shares of Class A Common Stock held for investment by the Trusts
(the "Shares"). The beneficiaries of the Trusts included the children of Ted
Arison, including Micky Arison, a director, Chairman of the Board and Chief
Executive Officer of the Company and Shari Arison, a director of the Company.
Effective December 26, 1991, the Children's Trust was divided into three
separate continued trusts including, continued trusts for Micky Arison and
Shari Arison.
The Trust Registration Rights Agreement provides that if, at any time,
either of the Trusts makes a written demand for the registration of its Shares,
the Company will within 90 days prepare and file with the Securities and
Exchange Commission a registration statement, subject to certain limitations.
The Company is not required to effect any demand registration pursuant to the
Trust Registration Rights Agreement unless all of the Shares owned by either of
the Trusts are included in the demand for registration. In addition, if the
Company determines to file a registration statement on its behalf or on behalf
of any security holders (other than a registration statement filed for the
purpose of registering shares issuable to employees under an employee benefit
plan, or in connection with a business combination) relating to this Common
Stock or any class of securities convertible into its Common Stock, either of
the Trusts may register its Shares pursuant to such registration statement,
subject to certain limitations. The Company has agreed to bear all expenses
relating to such demand and piggyback registrations, except for fees and
disbursements of counsel for the Trusts, underwriting discounts and applicable
filing fees.
Transactions with Cruise Specialists. Janet Olczak, the wife of A. Kirk
Lanterman, an executive officer and director of the Company, is the owner of a
travel agency located in Seattle, Washington, named Cruise Specialists. Under
the laws of the State of Washington, Ms. Olczak's ownership interest in Cruise
Specialists is her separate property and, accordingly, Mr. Lanterman does not
have any ownership interest in the agency. Cruise Specialists sells cruises
and other similar products for various travel providers, including the Company,
under arrangements that are common throughout the travel industry whereby
Cruise Specialists receives a commission based on sales generated. In fiscal
1995, Cruise Specialists generated approximately $4.5 million of gross revenues
(before commission) for the Company. In connection with such revenues, Cruise
Specialists received commissions of approximately $766,000. The Company
believes that the commissions paid to Cruise Specialists are comparable to
those paid to other travel agents for comparable services.
Loan to Robert H. Dickinson. On December 30, 1994, the Company loaned
Robert H. Dickinson, President of the Carnival Cruise Lines division of the
Company and a director, the sum of $560,000. Interest accrued on the loan at
the rate of 6.55% per annum and was evidenced by a promissory note which was
due and payable on demand. Mr. Dickinson repaid the loan in full on
March 8, 1995.
Transactions with Trustees. The trustee of the B Trust is JMD Delaware,
Inc., a Delaware corporation wholly-owned by James M. Dubin. Mr. Dubin is a
director of the Company and a partner in the New York law firm of Paul, Weiss,
Rifkind, Wharton & Garrison, which firm serves as counsel to the Company and
Micky Arison.
Andrew H. Weinstein is the sole shareholder of TAF Management Company,
A.H.W. Limited and Kentish Limited, which act either as trustee or protector of
certain Arison family trusts. Mr. Weinstein is a partner in the law firm of
Holland & Knight, which firm serves as counsel to the Company and Ted Arison.
Transactions with Airtours and David Crossland. On February 21, 1996, the
Company agreed to acquire, for an aggregate purchase price of approximately
$310 million, up to 40,000,000 ordinary shares of Airtours (the "Ordinary
Shares"), equivalent to 29.6% of the ordinary share capital of Airtours.
Airtours is an integrated leisure travel group, owning tour operators, charter
airlines, travel agencies, cruiseships and holiday hotels. It markets its
products to customers in the United Kingdom, Sweden, Norway, Denmark, Finland
and Canada. Currently, Mr. Crossland and Thomas Trickett, a non-executive
director of Airtours and the brother-in-law of Mr. Crossland, own 30,000,000
Ordinary Shares (or 26.0%) and 7,000,000 Ordinary Shares (or 6.1%),
respectively, of Airtours' ordinary share capital.
The Company has entered into an agreement with Airtours to subscribe for
20,000,000 Ordinary Shares for a cash purchase price of approximately L100
million in the aggregate (or 500p per share) (the "Subscription"). In addition,
the Company has commenced partial offers for (i) up to 20,000,000 Ordinary
Shares at 450p per share payable in cash or 26 shares of Class A Common Stock
per 100 Ordinary Shares (the "Ordinary Partial Offer") and (ii) up to 8,758,612
Airtours convertible preference shares at 132.4p per share payable in cash or
7.6492 shares of Class A Common Stock per 100 convertible preference shares.
Mr. Crossland and Mr. Trickett have agreed to accept the Ordinary Partial Offer
in respect of 5,201,224 Ordinary Shares and 2,000,000 Ordinary Shares,
respectively. In addition, if the acceptances of the Ordinary Partial Offer
total less than 20,000,000 Ordinary Shares, Mr. Crossland and Mr. Trickett have
agreed to sell to the Company, on the same terms as the Ordinary Partial Offer,
such number of Ordinary Shares as are necessary to bring the Company's
aggregate shareholding up to 40,000,000 Ordinary Shares (the "Share Purchase").
Mr. Crossland and Mr. Trickett have elected to take the entire consideration
due to them under the Ordinary Partial Offer and the Share Purchase in the form
of Class A Common Stock. If the proposed transactions are completed, Mr.
Crossland will hold between 1,352,318 and 4,290,000 shares of Class A Common
Stock and Mr. Trickett will hold between 520,000 and 910,000 shares of Class A
Common Stock, depending upon the levels of acceptance of the Ordinary Partial
Offer.
As part of the proposed transaction, Airtours has agreed, subject to the
Company retaining certain specified levels of ownership of the ordinary share
capital of Airtours, to cause up to two nominees of the Company to be part of
Airtours' Board of Directors. The first two nominees of the Company to be part
of Airtours' Board of Directors upon completion of the Subscription, will be
Micky Arison and Howard S. Frank. The Company has agreed with Airtours that (i)
for a period of two years, it will not transfer any of its Ordinary Shares
(subject to certain exceptions) and (ii) for a period of one year, it will not
acquire any Ordinary Shares so that it holds (or exercises voting rights with
respect to) more than 29.9% of the ordinary share capital of Airtours (subject
to certain exceptions).
Mr. Crossland has also entered into a Shareholders Agreement with the
Company whereby (i) Mr. Crossland has agreed not to dispose of any of the
Ordinary Shares and Class A Common Stock held by him upon completion of the
Partial Offers and Share Purchase for a period of two years (subject to certain
exceptions, including sales of Ordinary Shares and shares of Class A Common
Stock that realize net proceeds of an aggregate amount up to L25 million), (ii)
Mr. Crossland has agreed, subject to the Company retaining certain specified
levels of ownership of the ordinary share capital of Airtours, to vote his
Ordinary Shares for up to two designees of the Company in elections to
Airtours' Board of Directors, (iii) the Company has agreed to vote for Mr.
Crossland in elections to Airtours' Board of Directors and (iv) the Company has
agreed to maintain Mr. Crossland on the Company's Board of Directors for so
long as Mr. Crossland is the Chief Executive or Chairman of Airtours, holds at
least 500,000 shares of Class A Common Stock acquired in the Partial Offers and
the Share Purchase and is obligated to vote for two designees of the Company in
elections for Airtours' Board of Directors (subject to certain exceptions).
The transactions described above are subject to certain conditions
including Airtours shareholder approval and regulatory approvals. Therefore,
no assurance can be made that the proposed transactions will be consummated.
Other Transactions. Certain transactions involving Micky Arison,
Sherwood M. Weiser and Uzi Zucker are described in "EXECUTIVE COMPENSATION --
Compensation Committee Interlocks and Insider Participation."
Transactions with Affiliated Entities. The Company has adopted a policy of
dealing with affiliated entities on an arms-length basis and it may not engage
in business transactions with any affiliate on terms and conditions less
favorable to the Company than terms and conditions available at the time for
comparable transactions with unaffiliated persons.
SELECTION OF AUDITORS
The Board of Directors has selected Price Waterhouse LLP as independent
certified public accountants of the Company for the fiscal year ending November
30, 1996, subject to approval of the shareholders. A representative of such
firm will be present at the Annual Meeting and will have an opportunity to make
a statement if he desires to do so and is expected to respond to appropriate
questions which the shareholders might have. The Company knows of no direct or
material indirect financial interests or relationships that the members of such
firm have with the Company.
Although ratification by the shareholders of the appointment of independent
accountants is not legally required, the Board of Directors believes that such
action is desirable.
Ratification of the selection of Price Waterhouse LLP as independent
auditors for the 1996 fiscal year requires the approval of the majority of the
votes cast at the Annual Meeting.
The Board of Directors unanimously recommends a vote FOR ratification of
the selection of Price Waterhouse LLP as independent certified public
accountants for the 1996 fiscal year.
ANNUAL REPORT
The Annual Report of the Company, including financial statements for the
fiscal year ended November 30, 1995, is being forwarded to each shareholder
with this Proxy Statement.
OTHER MATTERS
The Board of Directors has no knowledge of any other matters which may come
before the Annual Meeting. If any other matters shall properly come before the
meeting, the persons named in the Proxies will have discretionary authority to
vote the shares thereby represented in accordance with their best judgment.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the Company's next
Annual Meeting of Shareholders must be received by the Secretary of the Company
prior to November 15, 1996 for inclusion in the Proxy Statement for the next
Annual Meeting of Shareholders.
Arnaldo Perez
Secretary
Dated: March 8, 1996
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE COMPANY'S
FISCAL YEAR ENDED NOVEMBER 30, 1995 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST
TO ARNALDO PEREZ, CORPORATE SECRETARY, CARNIVAL CORPORATION 3655 N.W. 87
AVENUE, MIAMI, FLORIDA 33178-2428.
CARNIVAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 15, 1996
The undersigned hereby appoints Micky Arison and Arnaldo Perez and each of
them as proxies with full power of substitution, with all the powers the
undersigned would possess if personally present, to vote all shares of Class A
Common Stock of Carnival Corporation which the undersigned is entitled to vote
at the Annual Meeting of Shareholders and any adjournment(s) thereof.
A Vote FOR Proposals 1 and 2 is recommended by the Board of Directors.
1. Election as Director.
/ / FOR each nominee listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for the nominee listed below
William S. Ruben, Stuart Subotnick, Sherwood M. Weiser, Uzi Zucker
(INSTRUCTION: TO WITHHOLD authority to vote for any individual nominee,
write that nominee's name on the line below).
________________________________________________________________________________
2. Approval of Auditors.
(check one box) / / FOR / / AGAINST / / ABSTAIN
(continued on reverse side)
CARNIVAL CORPORATION
3. In their discretion, the proxies are authorized to vote upon such other
business as may come before the Annual Meeting, or any adjournment(s) thereof.
I will be attending the annual meeting PRINT NAME ______________________
Persons who do not indicate attendance at the Annual Meeting on this proxy
card will be required to present proof of stock ownership to attend.
The shares represented by this Proxy will be voted as specified herein. If
not otherwise specified, such shares will be voted by the proxies FOR Proposals
1 and 2.
Dated: __________________, 1996
Signature ____________________
Signature ____________________
(Please sign exactly as name
appears to the left.) PLEASE
MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
