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[NOTIFY] 72731,737
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 1997
CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
Republic of Panama 1-9610 59-1562976
(State or other (Commission File Number) ( I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
3655 N.W. 87th Avenue, Miami, Florida 33178-2428
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code:(305) 599-2600
Not applicable
(Former name or former address, if changed since last report)
Item 5. Other Events.
On June 25, 1997, Carnival Corporation (the
"Company") announced that it had sent a proposal to the Chandris
Group and Overseas Shipholding Group, Inc., the two stockholders
of Celebrity Cruise Lines Inc. ("Celebrity"), indicating its
willingness to purchase Celebrity for $525 million, subject to
board approval and successful completion of due diligence. At
the option of Celebrity, the purchase price may be paid in cash
or a combination of cash and Class A Common Stock of the Company
(in the same proportion as the announced transaction with Royal
Caribbean International). The Company indicated it may consider
increasing the purchase price if it can identify additional value
in Celebrity. The Company also indicated its willingness to work
with Celebrity and its stockholders on an expedited basis to
perform due diligence, to finalize its proposal and to enter into
a definitive acquisition agreement on customary terms and
conditions (including regulatory approvals).
The Company has not entered into any agreement
concerning a possible acquisition of Celebrity. No assurance can
be given that there will be a response to the Company's proposal,
that any agreement relating to the purchase of Celebrity will be
entered into or that an acquisition of Celebrity by the Company
will be consummated.
On June 25, 1997, the Company issued the press
release attached hereto as Exhibit 99.1. On June 25 and June 23,
1997, the Company sent the letters attached hereto as Exhibits
99.2 and 99.3, respectively, to the two stockholders of
Celebrity. The press release and such letters are incorporated
herein by reference.
Item 7. Exhibits
EXHIBIT 99.1
CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE
CARNIVAL CORPORATION MAKES OFFER FOR CELEBRITY CRUISE LINES
MIAMI (6/25/97) -- Carnival Corporation (NYSE:CCL) confirmed
today that it had sent a proposal to the two stockholders of
Celebrity Cruise Lines Inc. (the Chandris Group and Overseas
Shipholding Group, Inc.) indicating its willingness to purchase
Celebrity for $525 million, subject to board approval and
successful completion of due diligence. At the option of
Celebrity, the purchase price may be paid in cash or a
combination of cash and Carnival Class A Common Stock (in the
same proportion as the announced transaction with Royal
Caribbean). Carnival indicated it may consider increasing the
purchase price if it can identify additional value in Celebrity.
Carnival also indicated its willingness to work with Celebrity
and its stockholders on an expedited basis to perform due
diligence, to finalize its proposal and to enter into a
definitive acquisition agreement on customary terms and
conditions (including regulatory approvals).
In its correspondence, Carnival stated that it believed there
is a very strong strategic fit for Celebrity within the Carnival
Corporation group of cruise lines. And, as it has done with its
other acquisitions, Carnival stated its intention to maintain
Celebrity as a separate brand under current management. The
company further stated that it perceives significant talent in
Celebrity's management team and employee base and that it
believes there would be substantial opportunities for Celebrity
employees.
Should Carnival be successful in concluding an acquisition of
Celebrity, it does not believe that the acquisition will have a
dilutive effect on Carnival's earnings per share in 1998.
Carnival has not entered into any agreement concerning a
possible acquisition of Celebrity. No assurance can be given
that there will be a response to Carnival's proposal, that any
agreement relating to the purchase of Celebrity will be entered
into or that an acquisition of Celebrity by Carnival will be
consummated.
Carnival Corporation is comprised of Carnival Cruise Lines,
the world's largest cruise line based on passengers carried,
Holland America Line, Windstar Cruises and interests in Seabourn
Cruise Line and Costa Cruise Lines, which combined operate 33
ships in the Caribbean, Alaska, Europe and other worldwide
destinations. Combined, Carnival Cruise Lines and Holland
America Line have seven new ships slated for delivery over the
next three years. Carnival Cruises Asia, a joint venture with
Hyundai Merchant Marine, is scheduled to begin cruise operations
in the Far East in the spring of 1998. Carnival also holds a
29.5 percent interest in Airtours plc, a UK-based, vertically
integrated tour operator.
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NOTE: Statements in this press release relating to matters that
are not historical facts are forward-looking statements. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, which may cause the actual
results, performances or achievements of Carnival Corporation to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include general economic and business
conditions, changes in cruise industry capacity and competition,
changes in tax laws and regulations affecting Carnival and its
principal stockholders, changes in other laws and regulations
affecting Carnival and other factors which are described in
further detail in Carnival's filings with the Securities and
Exchange Commission.
EXHIBIT 99.2
June 25, 1997
Board of Directors
THE CHANDRIS GROUP
5, St. Helen's Place
London EC3A 6BJ
Attention: John Chandris, Chairman
Board of Directors
OVERSEAS SHIPHOLDING GROUP, INC.
1114 Avenue of the Americas
New York, NY 10036
Attention: Morton P. Hyman, President
Gentlemen:
We were extremely disappointed to read your letters today.
Despite our serious interest in a transaction, it appears that we
are being excluded from the Celebrity sale process to the
detriment of your stockholders.
In response to your letters, we are prepared to offer to purchase
Celebrity Cruise Lines for $525 million, subject to board
approval and successful completion of our due diligence. At your
option, our purchase price will be paid either in cash or a
combination of cash and Carnival Class A Common Stock (in the
same proportion of cash and stock as your announced transaction
with Royal Caribbean). We may increase our purchase price if we
can identify additional value in Celebrity. If you provide us
with access to certain information regarding Celebrity, we may be
able to identify such additional value. We emphasize that this
proposal, like our last, is not subject to financing.
We believe our new proposal is extremely attractive to your
stockholders and is clearly superior to your announced
transaction with Royal Caribbean. We again urge you not to enter
into any lock-up agreement or permit Celebrity Cruise Lines to
enter into any definitive merger or other agreement, or to take
any other actions (such as entering into "no-shop", break-up fee
or similar arrangements) that would adversely affect your ability
to receive the maximum value for your Celebrity shares.
As we have previously indicated we are willing to work with you
and Celebrity on an expedited basis to perform due diligence, to
finalize our proposal, and to achieve a definitive acquisition
agreement on customary terms and conditions (including regulatory
approvals). In this connection, you may contact me at 305/(Phone
Number).
We hope that you will give this matter prompt and serious
consideration. Because of the attractiveness of our offer and
our interest in Celebrity Cruise Lines, we will explore all
available options if we are not permitted to participate in the
sale process.
Sincerely,
/s/ Micky Arison
Micky Arison
Chairman of the Board
MA/dab
EXHIBIT 99.3
June 23, 1997
Board of Directors
THE CHANDRIS GROUP
5, St. Helen's Place
London EC3A 6BJ
Attention: John Chandris, Chairman
Board of Directors
OVERSEAS SHIPHOLDING GROUP, INC.
1114 Avenue of the Americas
New York, NY 10036
Attention: Morton P. Hyman, President
Gentlemen:
We were disappointed to hear the news that Royal Caribbean
International had entered into an agreement to acquire Celebrity
Cruise Lines Inc. We are concerned that despite our serious
interest in a transaction, which has been communicated to you on
numerous occasions, this action has been taken without giving us
an opportunity to participate in the sale process. The news
reports we have seen do not indicate that the parties are
prohibited from considering other offers.
We are prepared to offer to purchase Celebrity Cruise Lines for
$510 million in cash, subject to board approval and successful
completion of our due diligence. We are willing to work with
Celebrity's management and advisors on an expedited basis to
perform due diligence, to finalize our proposal, and to achieve a
definitive acquisition agreement on customary terms and
conditions (including regulatory approvals).
We would also like to emphasize the strong strategic interest
that Carnival has in an acquisition of Celebrity Cruise Lines.
We see an excellent business fit in a combination. In order to
enhance the profitability of the combined entity, we would expect
to maintain Celebrity Cruise Lines as a separate brand within the
Carnival family. We also perceive significant talent in
Celebrity's management team and employee base, and believe that
there would be substantial opportunities in a combined
organization for Celebrity employees.
We believe our all cash proposal is extremely attractive to your
stockholders and is clearly superior to the announced
transaction. Royal Caribbean's proposed purchase price includes
common stock that is subject to inherent market and transaction
risks. In addition, our proposal is not subject to financing.
We noted that the Royal Caribbean transaction is subject to
certain conditions, including due diligence, board approvals and
execution of definitive agreements. Therefore, we urge you not
to enter into any lock-up agreement or permit Celebrity Cruise
Lines to enter into any definitive merger or other agreement, or
to take any other actions (such as entering into "no-shop",
break-up fee or similar arrangements) that would adversely affect
your ability to receive the maximum value for your Celebrity
shares.
We wish to immediately commence our due diligence and enter into
discussions with you and Celebrity Cruise Lines. In this
connection, you may contact me at 305/(Phone Number).
Given the nature of the announced transaction, we would expect to
hear from you expeditiously so that we will be on an equal
footing with Royal Caribbean in conducting due diligence.
Because of the attractiveness of our offer and our interest in
Celebrity Cruise Lines, we will explore all available options if
we are not permitted to participate in the sale process.
We hope that you will give this matter prompt and serious
consideration.
Sincerely,
/s/ Micky Arison
Micky Arison
Chairman of the Board
MA/dab