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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to the Second Amended and Restated
Schedule 13D
Under the Securities Exchange Act of 1934
CARNIVAL CORPORATION
(Name of Issuer)
CLASS A COMMON STOCK ($.01 PAR VALUE)
(Title of Class of Securities)
143658 10 2
(CUSIP Number)
Arnaldo Perez, Esq.
General Counsel
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
DECEMBER 31, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,826,583.34
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,826,583.34
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,826,583.34
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.8%
14) Type of Reporting Person (See Instructions): OO
Page 2
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
TAMMS MANAGEMENT CORPORATION
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,826,583.34
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 182,658
ing Person
With 10) Shared Dispositive Power: 1,643,925.34
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,826,583.34
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.8%
14) Type of Reporting Person (See Instructions): CO
Page 3
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
TED ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Israel
Number of 7) Sole Voting Power: 55,693,016
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 55,693,016
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
55,693,016
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row (11):
23.3%
14) Type of Reporting Person (See Instructions): IN
Page 4
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
CONTINUED TRUST FOR MICHAEL ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,000,000
ing Person
With 10) Shared Dispositive Power: 379,504.68
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,379,504.68
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.0%
14) Type of Reporting Person (See Instructions): OO
Page 5
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
SHARI ARISON IRREVOCABLE GUERNSEY TRUST
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Guernsey, Channel
Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,551,354
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,551,354
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.5%
14) Type of Reporting Person (See Instructions): OO
Page 6
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
CONTINUED TRUST FOR SHARI ARISON DORSMAN
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,000,000
ing Person
With 10) Shared Dispositive Power: 379,504.66
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,379,504.66
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.0%
14) Type of Reporting Person (See Instructions): OO
Page 7
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI NO. 1
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Jersey, Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 15,042,858
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
15,042,858
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
6.3%
14) Type of Reporting Person (See Instructions): OO
Page 8
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
SHARI ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States and Israel
Number of 7) Sole Voting Power: 3,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,000,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,000,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.3%
14) Type of Reporting Person (See Instructions): IN
Page 9
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MARILYN B. ARISON IRREVOCABLE DELAWARE TRUST
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,200,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,200,000
ing Person
With 10) Shared Dispositive Power: 500,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,700,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.7%
14) Type of Reporting Person (See Instructions): OO
Page 10
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MARILYN B. ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States and Israel
Number of 7) Sole Voting Power: 516,220
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 516,220
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
516,220
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row (11):
0.2%
14) Type of Reporting Person (See Instructions): IN
Page 11
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MBA I, LLC
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,200,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,200,000
ing Person
With 10) Shared Dispositive Power: 500,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,700,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.7%
14) Type of Reporting Person (See Instructions): OO
Page 12
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
CONTINUED TRUST FOR MICKY ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,479,504.66
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,479,504.66
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,479,504.66
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.6%
14) Type of Reporting Person (See Instructions): OO
Page 13
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MICKY ARISON HOLDINGS TRUST
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 3,251,354
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 3,251,354
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,251,354
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.4%
14) Type of Reporting Person (See Instructions): OO
Page 14
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MICKY ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 3,651,354
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 3,651,354
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,651,354
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row (11):
1.4%
14) Type of Reporting Person (See Instructions): IN
Page 15
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
A.H.W. LIMITED
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Guernsey, Channel
Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,551,354
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,551,354
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.5%
14) Type of Reporting Person (See Instructions): CO
Page 16
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
ANDREW H. WEINSTEIN
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 15,042,858
Shares Bene-
ficially 8) Shared Voting Power: 7,938,514
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 26,532,726
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
26,532,726
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
11.1%
14) Type of Reporting Person (See Instructions): IN
Page 17
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
TAF MANAGEMENT COMPANY
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: 7,938,514
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 7,938,514
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
7,938,514
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
3.3%
14) Type of Reporting Person (See Instructions): CO
Page 18
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
KENTISH LIMITED
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Isle of Man, United
Kingdom
Number of 7) Sole Voting Power: 15,042,858
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 15,042,858
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
15,042,858
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
6.3%
14) Type of Reporting Person (See Instructions): CO
Page 19
The Second Amended and Restated Joint Statement on Schedule
13D, dated April 23, 1996, as amended (the "Schedule 13D"), of TAMMS
Investment Company, Limited Partnership, TAMMS Management Corporation,
Ted Arison, Arison Foundation, Inc., the Continued Trust for Michael
Arison, the Shari Arison Irrevocable Guernsey Trust, the Continued Trust
for Shari Arison Dorsman, the Ted Arison 1994 Irrevocable Trust for Shari
No. 1, the Marilyn B. Arison Irrevocable Delaware Trust, the Continued
Trust for Micky Arison, Micky Arison, the Ted Arison Charitable Trust,
A.H.W. Limited, Andrew H. Weinstein, TAF Management Company, Kentish
Limited and Shari Arison is hereby amended as follows:
ITEM 2.IDENTITY AND BACKGROUND
Item 2 is hereby amended by the addition thereto of the
following:
"Marilyn B. Arison is hereby added as a Reporting Person to the
Schedule 13D. Marilyn B. Arison is an investor. Ms. Arison's business
address is Marcaz Golda, 23 Shaul Hamelech Boulevard, Tel-Aviv 64367
Israel. Ms. Arison is a citizen of the United States and Israel.
The Micky Arison Holdings Trust (the "Micky Arison Trust") is
hereby added as a Reporting Person to the Schedule 13D. The Micky Arison
Trust is a Delaware trust formed for the benefit of Micky Arison and his
heirs. The business address of the Micky Arison Trust is 1201 North
Market Street, Wilmington, Delaware 19899. The sole trustee of the Micky
Arison Trust is JMD Delaware, Inc., a Delaware corporation whose
principal purpose is to serve as trustee for certain trusts established
for the benefit of members of the Arison family.
Page 20
MBA I, LLC ("MBA") is hereby added as a Reporting Person to the
Schedule 13D. MBA is a Delaware limited liability company whose
principal purpose is to hold and manage the investments previously held
directly by the Marilyn B. Arison Irrevocable Delaware Trust (the
"Marilyn Arison Trust"). The business address of MBA is 1201 North
Market Street, Wilmington, Delaware 19899. The two members of MBA are
the Marilyn Arison Trust and MDT I, Inc., a Delaware corporation which is
wholly-owned by the Marilyn Arison Trust. The principal purpose of MDT
I, Inc. is to serve as a member of certain limited liability companies
established by the Marilyn Arison Trust."
ITEM 4.PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the addition thereto of the
following:
"Since the last report, the Reporting Persons have restructured
their aggregate holdings of Class A Common Stock with respect to
5,473,448 shares of Class A Common Stock. This was accomplished by: (a)
the distribution to Ted Arison of 505,874 shares of Class A Common Stock
by TAMMS L.P.; (b) the contribution to the Micky Arison Trust of
3,251,354 shares of Class A Common Stock by Micky Arison; (c) the
assignment to Marilyn B. Arison of 100% of the capital stock of TAMMS
Corp. by Ted Arison; and (d) the assignment to MBA of the limited
partnership interest in TAMMS L.P. and 1,200,000 shares of Class A Common
Stock by the Marilyn Arison Trust.
The transfers of shares by the Reporting Persons in the
December/January Transactions (as defined below in "Interests in
Securities of the Issuer") were effected for certain estate planning,
investment and other related
Page 21
purposes. None of the Reporting Persons have any current plans to change
the management or operations of the Issuer."
ITEM 5.INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by the addition thereto of the
following:
"On December 31, 1996: (a) TAMMS L.P. distributed 505,874
shares of Class A Common Stock to Ted Arison; (b) Micky Arison
contributed 3,251,354 shares of Class A Common Stock to the Micky Arison
Trust; and (c) Ted Arison assigned 100% of the capital stock of TAMMS
Corp. to Marilyn B. Arison. On January 23, 1997, the Marilyn Arison
Trust assigned its limited partnership interest in TAMMS L.P. and
1,200,000 Class A Common Stock to MBA.
The foregoing transactions are referred to herein as the
"December/January Transactions."
Following the December/January Transactions, Ted Arison
beneficially owns 55,693,016 shares of Class A Common Stock
(approximately 23.3% of the total number of shares of Class A Common
Stock outstanding as of November 20, 1996). Ted Arison has sole voting
and dispositive power over the 55,693,016 shares of Class A Common Stock
he holds directly.
TAMMS L.P. may be deemed to own beneficially 1,826,583.34
shares of Class A Common Stock (approximately 0.8% of the total number of
shares of Class A Common Stock outstanding as of November 20, 1996).
TAMMS L.P. has sole voting power and sole dispositive power over the
1,826,583.34 shares of Class A Common Stock held by TAMMS L.P.
Page 22
TAMMS Corp. is the Managing General Partner of TAMMS L.P. and
as such is entitled, pursuant to the Limited Partnership Agreement, to
exercise all voting rights with respect to the Class A Common Stock held
by TAMMS L.P. TAMMS Corp. may be deemed to own beneficially all the
1,826,583.34 shares of Class A Common Stock (approximately 0.8% of the
total number of shares of Class A Common Stock outstanding as of November
20, 1996) beneficially owned by TAMMS L.P. TAMMS Corp. has sole voting
power over the 1,826,583.34 shares of Class A Common Stock directly held
by TAMMS L.P. Pursuant to the Limited Partnership Agreement, the
Managing General Partner of TAMMS L.P. can dispose of up to 10% in value
of the property of TAMMS L.P. To dispose of a greater amount of the
property, consent of a majority interest of the partners in TAMMS L.P. is
needed. Thus, TAMMS Corp. has sole dispositive power over 182,658 shares
of Class A Common Stock held by TAMMS L.P. and shares dispositive power
over the remaining 1,643,925.34 shares of Class A Common Stock held by
TAMMS L.P.
Because of the controlling interest of his wife, Marilyn B.
Arison, in TAMMS L.P. (through TAMMS Corp.), Ted Arison may be deemed to
share dispositive and voting power over, and beneficially own, all of the
1,826,583.34 shares of Class A Common Stock beneficially owned by TAMMS
L.P.; however, Ted Arison disclaims beneficial ownership of all of such
shares which are beneficially owned by Marilyn B. Arison and the other
partners of TAMMS L.P. Accordingly, Ted Arison has not reported beneficial
ownership of any of the shares of Class A Common Stock held by TAMMS L.P.
Page 23
Following the December/January Transactions, Marilyn B. Arison
beneficially owns an aggregate of 516,220 shares of Class A Common Stock
(approximately 0.2% of the total Class A Common Stock outstanding as of
November 20, 1996). Because of her controlling interest in TAMMS L.P.
(through TAMMS Corp.), Marilyn B. Arison may be deemed to share
dispositive and voting power over, and to beneficially own, the
1,826,583.34 of such shares of Class A Common Stock (approximately 0.8%
of the total number of shares of Class A Common Stock outstanding as of
November 20, 1996) beneficially owned by TAMMS L.P; however, Marilyn B.
Arison disclaims beneficial ownership of 1,310,363.34 of such shares
which are beneficially owned by certain other partners of TAMMS L.P.
Accordingly, Marilyn B. Arison has only reported beneficial ownership of
516,220 shares of Class A Common Stock held by TAMMS L.P.
Following the December/January Transactions, MBA beneficially
owns an aggregate of 1,700,000 shares of Class A Common Stock
(approximately 0.7% of the total number of shares of Class A Common Stock
outstanding as of November 20, 1996), 1,200,000 shares of which it holds
directly and 500,000 shares of which it owns beneficially by virtue of
its interest in TAMMS L.P. MBA has sole voting and dispositive power
over the 1,200,000 shares it holds directly and exercises shared
dispositive power over the 500,000 shares of Class A Common Stock held by
TAMMS L.P.
Following the December/January Transactions, the Marilyn Arison
Trust owns beneficially owns an aggregate of 1,700,000 shares of Class A
Common Stock (approximately 0.7% of the total number of shares of Class A
Common Stock outstanding as of November 20, 1996), 1,200,000 shares of
which it holds by virtue
Page 24
of its interest in MBA and 500,000 shares of which it owns beneficially by
virtue of the limited partnership interest of MBA in TAMMS L.P. The Marilyn
Arison Trust has sole voting power and dispositive power with respect to the
1,200,000 shares of Class A Common Stock held by MBA and shares dispositive
power through MBA over the 500,000 shares held by TAMMS L.P.
Following the December/January Transactions, the Micky Arison
Trust beneficially owns 3,251,354 shares of Class A Common Stock
(approximately 1.4% of the total number of shares of Class A Common Stock
outstanding as of November 20, 1996) all of which it holds directly. The
Micky Arison Trust has sole voting power and dispositive power with
respect to the 3,251,354 shares of Class A Common Stock that it holds
directly.
Following the December/January Transactions, Micky Arison
beneficially owns an aggregate of 3,651,354 shares of Class A Common
Stock (approximately 1.4% of the total number of shares of Class A Common
Stock outstanding as of November 20, 1996), 400,000 shares of which are
underlying vested options which he holds directly, and 3,251,354 shares
of which he owns beneficially by virtue of the interest and authority
granted to him under the trust instrument for the Micky Arison Trust.
Micky Arison has sole voting power and dispositive power with respect to
the 400,000 shares of Class A Common Stock which he holds directly and
the 3,251,354 shares of Class A Common Stock held by the Micky Arison
Trust.
Because of his status as President and Treasurer of TAMMS
Corp., Micky Arison may be deemed to share voting power with respect to
the 1,826,583.34 shares of Class A Common Stock beneficially owned by
TAMMS L.P. Micky Arison disclaims beneficial ownership of the 1,826,583.34
shares of Class A Common
Page 25
Stock owned by TAMMS L.P. which are beneficially owned by the partners of
TAMMS L.P. Accordingly, Micky Arison has not reported beneficial ownership
of any of the shares of Class A Common Stock held by TAMMS L.P.
The Reporting Persons, as a group, beneficially own an
aggregate of 85,693,316 shares of Class A Common Stock (approximately
35.8% of the total number of shares of Class A Common Stock outstanding
as of November 20, 1996). The Reporting Persons, as a group, have sole
voting and dispositive power over such shares of Class A Common Stock.
Other than the Reporting Persons, no person has the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of these shares of Class A Common Stock.
Except for the December/January Transactions, the Reporting
Persons have effected no transactions in shares of Class A Common Stock
during the past 60 days."
Item 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by the addition of the following:
"On December 31, 1996, Barnett Bank of South Florida, N.A.
("Barnett") and JMD Delaware, Inc. as Trustee of the Micky Arison Trust
entered into a pledge agreement whereby the Micky Arison Trust pledged to
Barnett the 1,200,000 shares of Class A Common Stock that were
contributed to the Micky Arison Trust by Micky Arison. The pledged
shares had previously been pledged by Micky Arison to Barnett as
collateral for a loan."
Page 26
ITEM 7.MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by the addition thereto of the
following:
Exhibit 10 Joint Filing Agreement, dated as of February 3, 1997, among
TAMMS L.P., TAMMS Corp., Ted Arison, the Michael Arison
Continued Trust, the Micky Arison Continued Trust, the Shari
Arison Continued Trust, the Shari Arison Guernsey Trust, the
Marilyn Arison Delaware Trust, A.H.W. Limited, Andrew H.
Weinstein, TAF Management, Micky Arison, the Shari Arison Trust
No. 1, Kentish Limited, Shari Arison, Marilyn B. Arison, the
Micky Arison Trust and MBA.
Exhibit 11 Stock Pledge Agreement between Barnett Bank of South Florida,
N.A. and JMD Delaware, Inc. as Trustee of the Micky Arison
Trust, dated as of December 31, 1996.
Page 27
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is
true, complete and correct.
Date: February 3, 1997
TAMMS INVESTMENT COMPANY, CONTINUED TRUST FOR SHARI
LIMITED PARTNERSHIP ARISON DORSMAN, TAF
MANAGEMENT COMPANY, TRUSTEE
By: TAMMS MANAGEMENT
CORPORATION, MANAGING GENERAL PARTNER By: /S/ DENISON H. HATCH, JR.
Denison H. Hatch, Jr.
By: /S/ MICKY ARISON Secretary and Treasurer
Micky Arison, President of Corporate Trustee
TAMMS MANAGEMENT TED ARISON 1994 IRREVOCABLE
CORPORATION TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
By: /S/ MICKY ARISON TRUSTEE
Micky Arison, President
/s/ Debbie Masters
By: /S/ ROB VINCENT
/S/ TED ARISON Debbie Masters, Director
Ted Arison Rob Vincent, Asst. Secretary
CONTINUED TRUST FOR MICHAEL /S/SHARI ARISON
ARISON, TAF MANAGEMENT Shari Arison
COMPANY, TRUSTEE
By: /S/ DENISON H. HATCH, JR. MARILYN B. ARISON IRREVOC-
Denison H. Hatch, Jr. ABLE DELAWARE TRUST, TAF
Secretary and Treasurer MANAGEMENT COMPANY, TRUSTEE
of Corporate Trustee
By: /S/ DENISON H. HATCH, JR.
Denison H. Hatch, Jr.
SHARI ARISON IRREVOCABLE Secretary and Treasurer
GUERNSEY TRUST, A.H.W. of Corporate Trustee
LIMITED, TRUSTEE
By: /S/ R.J. BANFIELD
R.J. Banfield, Director
Page 28
/S/ MARILYN B. ARISON /S/ ANDREW H. WEINSTEIN
Marilyn B. Arison Andrew H. Weinstein
MBA I, LLC TAF MANAGEMENT COMPANY
By:TAF MANAGEMENT COMPANY By: /S/ DENISON H. HATCH, JR.
AS TRUSTEE OF THE Denison H. Hatch, Jr.
MARILYN B. ARISON Secretary and Treasurer
IRREVOCABLE DELAWARE
TRUST, MANAGING MEMBER
KENTISH LIMITED
By: /S/ DENISON H. HATCH, JR.
Denison H. Hatch, Jr. By: /S/ PHILIP SCALES
Secretary and Treasurer Philip Scales
of Corporate Trustee
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /S/ DENISON H. HATCH, JR.
Denison H. Hatch, Jr.
Secretary and Treasurer
of Corporate Trustee
MICKY ARISON HOLDINGS TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /S/ DENISON H. HATCH, JR.
Denison H. Hatch, Jr.
Secretary of Corporate Trustee
/S/ MICKY ARISON
Micky Arison
A.H.W. LIMITED
By: /S/ R.J. BANFIELD
R.J. Banfield, Director
Page 29
INDEX TO EXHIBITS
EXHIBITS
10 Joint Filing Agreement, dated as of February 3,
1997, among TAMMS L.P., TAMMS Corp., Ted Arison,
the Michael Arison Continued Trust, the Micky
Arison Continued Trust, the Shari Arison
Continued Trust, the Shari Arison Guernsey Trust,
the Marilyn Arison Delaware Trust, A.H.W.
Limited, Andrew H. Weinstein, TAF Management,
Micky Arison, Arison Foundation, Inc., the Shari
Arison Trust No. 1, Kentish Limited, Shari
Arison, Marilyn B. Arison, the Micky Arison
Holdings Trust and MBA.
11 Stock Pledge Agreement between Barnett Bank of
South Florida, N.A. and JMD Delaware, Inc. as
Trustee of the Micky Arison Trust, dated as of
December 31, 1996.
Page 30
EXHIBIT 10
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing
on behalf of each of them of an amendment or amendments to the Second
Amended and Restated Joint Statement on Schedule 13D dated April 23, 1996.
This Joint Filing Agreement shall be included as an Exhibit to such joint
filing. In evidence thereof, each of the undersigned, being duly
authorized, hereby executed this Agreement this 3rd day of February, 1997.
TAMMS INVESTMENT COMPANY, SHARI ARISON IRREVOCABLE
LIMITED PARTNERSHIP GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE
By:TAMMS MANAGEMENT
CORPORATION, MANAGING GENERAL By: /S/ R.J. BANFIELD
PARTNER R.J. Banfield, Director
By: /S/ MICKY ARISON
Micky Arison, President CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF
MANAGEMENT COMPANY,
TAMMS MANAGEMENT TRUSTEE
CORPORATION
By: /S/ DENISON H. HATCH, JR.
By: /S/ MICKY ARISON Denison H. Hatch, Jr.
Micky Arison, President Secretary and Treasurer of
Corporate Trustee
/S/ TED ARISON
Ted Arison TED ARISON 1994
IRREVOCABLE
TRUST FOR SHARI NO. 1,
CONTINUED TRUST FOR CITITRUST (JERSEY)
MICHAEL ARISON, TAF LIMITED, TRUSTEE
MANAGEMENT COMPANY,
TRUSTEE /s/ Debbie Masters
By: /S/ ROB VINCENT
By: /S/ DENISON H. HATCH, JR. Debbie C. Masters, Director
Denison H. Hatch, Jr. Rob Vincent, Asst. Secretary
Secretary and Treasurer of
Corporate Trustee
/S/ SHARI ARISON
Shari Arison
Page 31
MARILYN B. ARISON IRREVOC- /S/ MICKY ARISON
ABLE DELAWARE TRUST, TAF Micky Arison
MANAGEMENT COMPANY,
TRUSTEE
A.H.W. LIMITED
By: /S/ DENISON H. HATCH, JR.
Denison H. Hatch, Jr. By: /S/ R.J. BANFIELD
Secretary and Treasurer R.J. Banfield, Director
of Corporate Trustee
/S/ ANDREW H. WEINSTEIN
/S/ MARILYN B. ARISON Andrew H. Weinstein
Marilyn B. Arison
TAF MANAGEMENT COMPANY
MBA I, LLC
By:TAF MANAGEMENT COMPANY By: /S/ DENISON H. HATCH, JR.
AS TRUSTEE OF THE MARILYN B. ARISON Denison H. Hatch, Jr.
IRREVOCABLE DELAWARE TRUST, MANAGING Secretary and Treasurer
MEMBER
By: /S/ DENISON H. HATCH, JR. KENTISH LIMITED
Denison H. Hatch, Jr.
Secretary and Treasurer By: /S/ PHILIP SCALES
of Corporate Trustee Philip Scales, Director
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /S/ DENISON H. HATCH, JR.
Denison H. Hatch, Jr.
Secretary and Treasurer of
Corporate Trustee
MICKY ARISON HOLDINGS
TRUST, JMD DELAWARE, INC.,
TRUSTEE
By: /S/ DENISON H. HATCH, JR.
Denison H. Hatch, Jr.
Secretary of Corporate
Trustee
Page 32
STOCK PLEDGE AGREEMENT
This STOCK PLEDGE AGREEMENT is made and entered into as of
December 31, 1996, by and between BARNETT BANK, N.A., a national banking
association ("Lender"), and JMD DELAWARE, INC., AS TRUSTEE FOR THE MICKY ARISON
HOLDINGS TRUST ("Pledgor").
WITNESSETH:
WHEREAS, Micky Arison is the owner of 1,200,000 shares (the
"Pledged Securities") of the common stock of Carnival Corporation, a Panamanian
corporation ("Carnival Corporation"), represented by stock certificates numbers
CCA 15344, CCA 15345, CCA 16710 and CCA 21768;
WHEREAS, Micky Arison executed an Amended and Restated Stock
Pledge Agreement dated as of October 2, 1996 in order to secure the Amended and
Restated Limited Recourse Guarantee dated as of October 2, 1996 given by Micky
Arison to Lender of obligations of Carnival Air Lines, Inc., a Florida
corporation ("CAL") to Lender, and agreed to pledge to Lender as collateral all
of the Pledged Securities;
WHEREAS, Micky Arison wishes to transfer the Pledged Securities
to the Pledgor;
WHEREAS, the Pledgor has executed a Limited Recourse Guarantee
(the "Guarantee") of even date herewith of obligations of CAL to Lender, and has
agreed to pledge to lender as collateral all of the Pledged Securties to be
transferred to it from Micky Arison.
NOW, THEREFORE, in consideration of the premises and of the
mutual cove nants herein contained, and in the Guarantee, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
1. Definitions. Capitalized terms used herein which are defined
in that certain Amended and Restated Revolving Credit Agreement dated as of
October 2, 1996 shall have the meanings assigned to them therein, unless the
context otherwise requires or unless otherwise defined herein.
2. Pledge.
(a) As security for the due and punctual payment and performance
of all of the Pledgor's obligations and liabilities under the Guarantee
(collectively, the "Obligations"), the
Page 33
Pledgor hereby pledges, hypothecates, assigns, transfers, sets over, and
delivers unto Lender, and hereby grants to Lender a security interest in and to
the following:
(i) The Pledged Securities and the certificates
representing the Pledged Securities, and all cash, proceeds, securities,
dividends and other property at any time and from time to time received,
receivable or otherwise distributed in respect of or in exchange for any
or all of the Pledged Securities (except as otherwise provided in
Section 4(a)(ii), below); and
(ii) All securities hereafter delivered or issued in
substitution for or in addition to any of the Pledged Securities, all
certificates and instruments representing or evidencing such securities,
together with the interest coupons, if any, attached thereto, all cash,
proceeds, securities, interests, dividends and other property at any
time and from time to time received or otherwise distributed in respect
of or in exchange for any or all thereof. (All such Pledged Securities,
certificates, interest coupons, cash, proceeds, securities, interest,
dividends and other property being herein collectively called the
"Pledged Stock Collateral").
TO HAVE AND TO HOLD the Pledged Stock Collateral, together with all rights,
titles, interest, privileges and preferences appertaining or incidental thereto,
unto Lender, its successors and assigns, forever, subject, however, to the
terms, covenants and conditions hereinafter set forth.
(b) (i) In the event that the aggregate amount of Advances
outstanding, plus the aggregate face amount of all outstanding LCs issued in
accordance with Section 3 of the Amended and Restated Revolving Credit
Agreement, shall equal 85% or more of the aggregate market value of the Pledged
Securities for any period of ten consecutive trading days (based on the closing
price thereof as reported in The Wall Street Journal), then Pledgor agrees,
immediately upon demand by Lender, to pledge and deliver to Lender as additional
Pledged Securities, subject to and in accordance with all of the terms and
conditions of this Agreement, such additional number of shares of Carnival
Corporation common stock so that the aggregate amount of such Advances and LCs
shall equal less than 85% of such aggregate market value of the Pledged
Securities.
(ii) In the event that Pledgor has pledged additional
shares of Carnival Corporation in accordance with the preceding paragraph and,
thereafter, the aggregate amount of such Advances and outstanding LCs shall
equal less than 85% of the aggregate market value of the Pledged Securities for
such a period of ten consecutive trading days, Lender shall, upon the request of
Pledgor, return to Pledgor all or part of such additional Pledged Securities up
to an amount which, after such return, shall permit such aggregate amount of
Advances and LCs to remain less than 85% of the market value of the remaining
Pledged Securities; provided, however, that the number of Pledged Securities
shall never be so reduced to be less than 1,200,000.
Page 34
3. Transfer of Certificates. The original certificates
representing all Pledged Stock Collateral shall be held by Lender. The Pledgor
shall deliver to Lender all original certificates representing the Pledged Stock
Collateral issued in the name of the Pledgor, endorsed or assigned in blank (or
accompanied by stock powers or other instruments of transfer requested by
Lender, duly executed and delivered by Pledgor) in favor of Lender. Lender may,
upon delivery of the appropriate Pledged Stock Collateral to Carnival
Corporation or its agent (or other issuer thereof), exchange the certificates
representing the Pledged Stock Collateral for certificates of smaller or larger
denominations for any purpose consistent with the terms of this Pledge
Agreement.
4. Voting Rights; Dividends.
(a) Unless and until there is an "Event of Default" (as
defined in Section 5, below):
(i) The Pledgor shall be entitled to exercise any and all
voting and/or consensual rights and powers relating or pertaining to the
Pledged Stock Collateral or any part thereof, provided, however, that no
vote shall be cast or consent, waiver or ratification given or action
taken which would be inconsistent with any of the provisions of the Loan
Documents, or which would involve any violation of any such provisions.
(ii) The Pledgor shall be entitled to receive and retain
any and all ordinary cash dividends and interest payable on the Pledged
Stock Collateral, but any and all stock and/or liquidating dividends,
distributions in property, returns of capital or other distributions
made on or in respect of the Pledged Stock Collateral, whether resulting
from a subdivision, combination or reclassification of the outstanding
capital stock of an issuer thereof or received in exchange for Pledged
Stock Collateral or any part thereof, or as a result of any merger,
consolidation, acquisition or other exchange of assets to which any such
issuer may be a party or otherwise, and any and all cash and other
property received in payment of the principal of or in redemption of or
in exchange for any Pledged Stock Collateral (either at maturity, upon
call for redemption or otherwise), shall be and become part of the
collateral pledged by the Pledgor hereunder and, if received by the
Pledgor, shall be received in trust for the benefit of Lender or its
assigns and shall forthwith be delivered to Lender (accompanied by
proper instruments of assignment and/or stock and/or bond powers
executed by the Pledgor in accordance with Lender's instructions) to be
applied as a payment or prepayment of any of the Obligations secured by
this Agreement as provided in Section 6(a), below.
(iii) Lender shall execute and deliver (or cause to be
executed and delivered) to the Pledgor all such proxies, powers of
attorney, dividend orders, interest coupons and other instruments as the
Pledgor may request for the purpose of enabling the Pledgor to exercise
the voting and/or consensual rights and powers which it is entitled to
Page 35
exercise pursuant to subparagraph (i) above and/or to receive the
dividends and/or interest payments which he is authorized to receive and
retain pursuant to subparagraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of the Pledgor to exercise the voting and/or consensual
rights and powers which it is entitled to exercise pursuant to Section 4(a)(i)
hereof and/or to receive the dividends and interest payments which it is
authorized to receive and retain pursuant to Section 4(a)(ii) hereof shall
cease, and all such rights shall thereupon become vested in Lender who shall
have the sole and exclusive right and authority to exercise such voting and/or
consensual rights and powers and/or to receive and retain the dividends and/or
interest payments which the Pledgor would otherwise be authorized to retain
pursuant to Section 4(a)(ii) hereof. Any and all money and other property paid
over to or received by Lender pursuant to the provisions of this paragraph (b)
or pursuant to the exercise by Lender of the voting and/or consensual rights and
powers shall be applied by Lender in accordance with the provisions of Section
6(a) of this Agreement. Upon the occurrence and during the continuance of an
Event of Default, Lender may transfer into its name, or into the name of its
nominee, any or all shares of the Pledged Stock Collateral.
5. Events of Default. Pledgor shall be in default and an "Event
of Default" shall be deemed to have occurred under this Agreement (i) if Pledgor
shall breach or default under any material agreement, representation, warranty
or covenant set forth in this Agreement, (ii) upon the occurrence of any event
of default under the Amended and Restated Revolving Credit Agreement or any
other Loan Document or (iii) upon the occurrence of any event of default under
the Amended Guarantee.
6. Remedies upon Default. If any Event of Default shall have
occurred and be continuing, then, in addition to exercising any rights and
remedies as a secured party under the Uniform Commercial Code in effect in the
State of Florida, Lender may:
(a) apply the cash (if any) then held by it as collateral
hereunder, first, to the payment of all costs of collection (including
attorneys' fees and disbursements) incurred in enforcing Lender's rights under
any of the loan documents referred to in the Amended Guarantee, the Amended
Guarantee and this Agreement (collectively, the "Documents"); second, to the
payment of interest accrued and unpaid under any of the Documents, in such order
of priority as Lender may elect in its sole discretion, to and including the
date of such application; third, to the payment or prepayment of principal under
any of the Documents, in such order of priority as Lender may elect in its sole
discretion; and fourth to the payment of all other amounts then owing to Lender
under the terms of any of the Documents, in such order of priority as Lender may
elect in its sole discretion, and
(b) if there shall be no such cash or the cash so applied shall
be insufficient to pay in full all the Obligations of the Pledgor to Lender,
upon 10 days' prior notice to Pledgor, take any action with respect to the
Pledged Stock Collateral, including, without limitation, sell the Pledged Stock
Collateral, or any part thereof, at any public or private sale or at any
broker's
Page 36
board or on any securities exchange, for cash, upon credit or for future
delivery, as Lender shall deem appropriate. Lender shall be authorized at any
such sale (if it deems it advisable to do so) to restrict the prospective
bidders or purchasers to persons who will represent and agree that they are
purchasing the Pledged Stock Collateral for their own account for investment and
not with a view to the distribution or sale thereof, and upon consummation of
any such sale Lender shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Pledged Stock Collateral so sold, free and
clear from any claims or rights of Pledgor. Further, it shall be deemed
commercially reasonable for Lender to impose sufficient conditions on any such
sale so as to preclude the necessity of registration of the Pledged Stock
Collateral under the Securities Act of 1933, as amended (the "Act"). Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to
the extent permitted by law) all rights of redemption, stay and/or appraisal
which it now has or may at any time in the future have under any rule of law or
statute now existing or hereafter enacted. Lender shall give the Pledgor at
least 10 days' written notice in the manner specified for notices under this
Agreement of Lender's intention to make any such public or private sale or sales
at any broker's board or on any such securities exchange, and the Pledgor agrees
that such notice of sale will be commercially reasonable notice to it. Such
notice, in case of public sale, shall state the time and place fixed for such
sale, and, in the case of sale at a broker's board or exchange at which such
sale is to be made, the day on which the Pledged Stock Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours
and at such place or places, as Lender may fix in the notice of such sale. At
any such sale, the Pledged Stock Collateral, or portion thereof, to be sold may
be sold in one lot as an entirety or in separate parcels, as Lender may (in its
sole and absolute discretion) determine. Lender shall not be obligated to make
any sale of Pledged Stock Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of Pledged Stock Collateral may have
been given. Lender may, without notice or publication, adjourn any public or
private sale or cause the same to be adjourned from time to time by announcement
at the time and place fixed for sale, and such sale may, without further notice,
be made at the time and place to which the same was so adjourned. In case sale
of all or any part of the Pledged Stock Collateral is made on credit or for
future delivery, the Pledged Stock Collateral so sold may be retained by Lender
until the sale price is paid by the pur chaser or purchasers thereof, but
neither Lender nor any other holder of the Note or the assignee of any of
Lender's rights, shall incur any liability in case any such purchaser or
purchasers shall fail to take up and pay for the Pledged Stock Collateral so
sold and, in the case of such failure, such Pledged Stock Collateral may be sold
again upon like notice. As an alternative to exercising the power of sale herein
conferred upon it, Lender may proceed by a suit or suits at law or in equity to
foreclose this Agreement and to sell the Pledged Stock Collateral, or any
portion thereof, pursuant to a judgment or decree of a court or courts of
competent jurisdiction.
(c) If Lender determines to exercise its right to sell all or any
of the Pledged Securities and, if in the opinion of Lender it is advisable, to
have such Pledged Securities registered under the provisions of the Act, Pledgor
agrees, at Pledgor's own expense, to execute and deliver and use Pledgor's best
efforts to cause Carnival Corporation (and the directors and
Page 37
officers of Carnival Corporation) to execute and deliver, all such instruments
and documents, and to do or cause to be done all other such acts and things as
may be necessary or, in the opinion of Lender, advisable to register such
Pledged Securities under the provisions of the Act, and Pledgor will use
Pledgor's best efforts to cause the registration statement relating thereto to
become effective and to remain effective for such period as prospectuses are
required by law to be furnished, and to make all amendments thereto and/or to
the related prospectus which, in the opinion of Lender, are necessary or
desirable, all in conformity with the requirements of the Act and the rules and
regulations of the Securities and Exchange Commission ("SEC") applicable
thereto; to use Pledgor's best efforts to qualify such Pledged Securities under
state Blue Sky or securities laws and to obtain the approval of any governmental
authority to the sale of such Pledged Securities, all as reasonably requested by
Lender; and, at the request of Lender, to indemnify and hold harmless and use
Pledgor's best efforts to cause Carnival Corporation to agree to indemnify,
defend and hold harmless Lender from and against any loss, liability, claim,
damage and expense (and reasonable attorneys' fees incurred in connection
therewith) under the Act or otherwise insofar as such loss, liability, claim,
damage or expense arises out of or is based upon any untrue statement or alleged
untrue statement of a material fact contained in such registration statement or
prospectus or in any preliminary prospectus or any amendment or supplement
thereto, or arises out of or is based upon any omission or alleged omission to
state therein a material fact required to be stated or necessary to make the
statements therein not misleading, the indemnification of Lender to remain
operative regardless of any investigation made by or on behalf of Lender.
(d) If Lender determines to exercise its right to sell all or any
of the Pledged Securities, upon written request, Pledgor will from time to time
furnish to Lender all such information as Lender may request in order to
determine the number of shares of Pledged Securities which may be sold by
Pledgor as exempt transactions under Section 4(4) of the Act and Rule 144
thereunder, as the same are from time to time amended.
(e) Pledgor agrees that, following an Event of Default, it will
not sell any other securities of Carnival Corporation which it holds until
Lender has sold or otherwise disposed of the Pledged Securities. If the Pledged
Securities or any part thereof is sold in a private sale by Lender, Pledgor will
not sell any other securities of Carnival Corporation which would violate any
provision of Rule 144 and/or Rule 144A, including the regulations regarding
aggregation.
7. Application of Proceeds of Sale. The proceeds of sale of
Pledged Stock Collateral sold pursuant to Section 6 hereof shall be applied by
Lender as follows:
First: in the manner provided in paragraph (a) of Section 6
hereof; and
Second: the balance (if any) of such proceeds shall remain as
Pledged Stock Collateral subject to the terms and conditions of this
Agreement, in the event any of the Obligations remain outstanding and
not in default, or, the balance (if any) of such proceeds shall be paid
to Pledgor, or as a court of competent jurisdiction may direct.
Page 38
8. Pledgor's Obligations Not Affected. The obligations of the
Pledgor under this Agreement shall remain in full force and effect without
regard to, and shall not be impaired or affected by: (a) any amendment or
modification of or addition or supplement to any loan or any assignment or
transfer of any thereof; (b) any exercise or non-exercise by Lender of any
right, remedy, power or privilege under or in respect of any documents or any
assignment or transfer of any thereof, or any waiver of any such right, remedy,
power or privilege; (c) any waiver, consent, extension, indulgence or other
action or inaction in respect of any documents or any assignment or transfer of
any thereof; or (d) any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation, or the like, of the Pledgor; whether or
not Lender shall have notice or knowledge of any of the foregoing. The Pledgor
hereby waives notice of any extensions of credit, loans, advances or other
financial assistance by Lender to Carnival Air Lines, Inc. under the Loan
Documents or under any other agreement, note, document or instrument now or at
any time or times hereafter executed by Carnival Air Lines, Inc. and delivered
to Lender. The Pledgor further waives presentment and demand for payment of any
of the Obligations, protest and notice of dishonor or default with respect to
the Obligations, and all other notices to which the Pledgor might otherwise be
entitled except as herein otherwise expressly provided.
9. Transfer of Pledged Stock Collateral. Pledgor covenants and
agrees not to sell, transfer (by gift or otherwise), assign, pledge or further
encumber any of the Pledged Stock Collateral, or execute any agreement providing
for any of the foregoing, without the express prior written consent of Lender as
to (i) the terms of the transaction, and (ii) the documents evidencing the
transaction. Lender may withhold or condition its consent in its sole and
absolute discretion. All proceeds of any such transaction (whether or not
consented to by Lender) shall be paid directly to Lender as Pledged Stock
Collateral hereunder, and if delivered to Pledgor, shall be received by Pledgor
in trust for Lender's benefit and immediately delivered to Lender in the exact
form delivered to Pledgor (with appropriate endorsements and instruments of
assignment in favor of Lender) to be held and applied as Pledged Stock
Collateral under this Agreement.
10. Authority of Lender. Lender shall have and be entitled to
exercise all such powers hereunder as are specifically delegated to Lender by
the terms hereof, together with such powers as are reasonably incidental
thereto. Lender may execute any of its duties hereunder by or through agents or
employees and shall be entitled to retain counsel and to act in reliance upon
the advice of such counsel (whether written or oral) concerning all matters
pertaining to its duties hereunder. Neither Lender, nor any director, officer or
employee of Lender, shall be liable for any action taken or omitted to be taken
by it or them hereunder in connection herewith, except for its or their own
negligence or willful misconduct. After an Event of Default hereunder the
Pledgor shall be liable to reimburse Lender, on demand, for all expenses
incurred by Lender in connection with the administration and enforcement of this
Pledge Agreement and agrees to indemnify and hold harmless Lender against any
and all liability incurred by Lender hereunder or in connection herewith, unless
such liability shall be due to willful misconduct on the part of Lender.
Page 39
11. Lender Appointed Attorney-in-Fact. The Pledgor hereby
appoints Lender as the Pledgor's attorney-in-fact upon the occurrence of any
Event of Default hereunder, taking any action and executing any instrument which
Lender may deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, upon an Event of Default hereunder, Lender shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to the Pledgor representing any
dividend, interest payment or other distribution payable or distributable after
the occurrence of any Event of Default in respect of the Pledged Stock
Collateral or any part thereof and to settle or compromise any claims relating
thereto and to give full discharge for the same.
12. Representations, Warranties and Covenants of Pledgor.
Pledgor represents and warrants to Lender, and covenants with Lender that:
(a) The Pledged Stock Collateral has been duly authorized,
validly issued and is fully paid and non-assessable, and Pledgor has owned the
Pledged Securities since at least January 1, 1993, currently owns the Pledged
Securities and will continue to own the Pledged Stock Collateral, absolutely,
free and clear of any proxies, voting trusts, liens, encumbrances or adverse
claims whatsoever, except for the first priority lien granted to Lender under
this Agreement, and there are no restrictions upon the voting rights or upon the
transfer of the Pledged Securities other than as may appear on the certificates
evidencing the Pledged Securities and as set forth herein.
(b) The Pledgor has good right and lawful authority to pledge,
mortgage, assign, transfer, deliver, deposit, set over and confirm unto Lender
the Pledged Stock Collateral as provided herein and will warrant and defend the
title thereto, and the lien thereon, conveyed to Lender by this Agreement
against all claims of all persons and will maintain and preserve such lien.
(c) This Agreement, and all agreements and documents executed by
Pledgor relating hereto, are the valid and binding obligations of Pledgor,
enforceable in accordance with their terms, and the execution, delivery and
performance hereof and thereof does not violate or conflict with any contract,
agreement, understanding, judgment, order or writ applicable to Pledgor or the
Pledged Securities.
13. No Waiver; Cumulative Remedies. No failure on the part of
Lender to exercise, and no delay in exercising any right, power, privilege or
remedy hereunder, shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right, power, privilege or remedy of Lender
preclude any other or further exercise thereof or the exercise of any other
right, power, privilege or remedy. All remedies hereunder are cumulative and are
not exclusive of any other remedies provided herein or by law.
Page 40
14. Termination. This Agreement shall terminate when all
Obligations secured hereby have been fully paid and performed, at which time
Lender shall reassign and redeliver (or cause to be reassigned and redelivered)
to the Pledgor, or to such person or persons as the Pledgor shall designate,
such of the Pledged Stock Collateral (if any) as shall not have been sold or
otherwise applied by Lender pursuant to the terms hereof and shall still be held
hereunder, together with appropriate instruments of reassignment and release.
Any such reassignment shall be without recourse against or express or implied
representation or warranty by Lender.
15. Assignment. Lender may assign, participate or transfer
any instrument evidencing all or any part of the Obligations as provided in, and
in accordance with, the terms of the Loan Documents, and the holder of such
instruments shall nevertheless be entitled to the benefits of this Agreement.
16. Miscellaneous.
(a) This Agreement shall be binding upon Pledgor and his assigns,
and shall inure to the benefit of, and be enforceable by, Lender and its
successors and assigns. None of the terms or provisions of this Agreement may be
waived, altered, modified or amended, except in writing duly signed by Lender
and Pledgor.
(b) The Pledgor will do all such acts, and will furnish to Lender
all such financing statements, certificates, opinions and other documents, and
will do or cause to be done all such other things, as Lender may reasonably
request from time to time in order to give full effect to this Agreement and to
secure the rights of Lender hereunder.
(c) The use of any gender herein shall include all genders. The
singular shall include the plural and vice versa.
(d) The section titles contained in this Agreement are and shall
be without substantive meaning or content of any kind whatsoever.
17. Notices. All notices, demands and other communications
required or which may be given or served upon Pledgor or Lender shall be given
in the manner provided therefor in the Amended and Restated Revolving Credit
Agreement, except
if to Pledgor, at:
JMD Delaware, Inc., as Trustee for the Micky Arison Holding
Company Trust
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
with a copy to:
Page 41
Arnaldo Perez, Esq.
Legal Department
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
18. Waiver of Jury Trial. UNLESS OTHERWISE REQUIRED BY LAW,
NEITHER THE PLEDGOR NOR Lender SHALL SEEK A JURY TRIAL ON ANY LAWSUIT,
PROCEEDING, OR COUNTERCLAIM BASED UPON, OR ARISING OUT OF THIS GUARANTEE, OR THE
RELATIONSHIP BETWEEN THE PLEDGOR AND LENDER. IF THE SUBJECT MATTER OF ANY SUCH
LAWSUIT IS ONE IN WHICH THE WAIVER OF A JURY TRIAL IS PROHIBITED, NEITHER THE
PLEDGOR NOR LENDER SHALL PRESENT AS A COUNTERCLAIM IN SUCH A LAWSUIT, ANY CLAIM
ARISING OUT OF THIS GUARANTEE. FURTHERMORE, NEITHER THE PLEDGOR NOR LENDER SHALL
SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH
ANY SUCH ACTION IN WHICH A JURY TRIAL CANNOT BE WAIVED.
19. Governing Law. In all respects, including all matters of
construction, validity and performance, this Agreement and the obligations
arising hereunder shall be governed by, and construed in accordance with, the
laws of the State of Florida (exclusive of its choice-of-law principles)
applicable to contracts made and performed in such state, and any applicable
laws of the United States of America. Pledgor consents to personal jurisdiction
before the Circuit Court in and for Dade County, Florida and any United States
District Court sitting in Dade County, Florida. Pledgor waives any objection
which it may now or hereafter have to the laying of venue in Dade County,
Florida of any suit, action or proceeding arising out of or relating to this
Agreement or the obligations created hereunder and further waives any claim that
Dade County, Florida is not a convenient forum of any such suit, action or
proceeding. Service of process on Pledgor in any action arising out of or
relating to this Agreement shall be effective if mailed to Pledgor at Carnival
Place, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428.
Page 42
IN WITNESS WHEREOF, the parties have entered into this Stock
Pledge Agreement the date first above written and Pledgor's signature below has
been duly acknowledged by an authorized notary public.
BARNETT BANK, N.A.
By
----------------------------------------
Name:
Title:
JMD DELAWARE, INC. AS TRUSTEE FOR THE
MICKY ARISON HOLDINGS TRUST
By
----------------------------------------
Name:
Title:
STATE OF NEW YORK )
)ss.
COUNTY OF )
The foregoing instrument was acknowledged before me this
-------
day of December 1996, by , as on behalf of JMD
-------------- ----------
Delaware, Inc., as Trustee for the Micky Arison Holdings Trust, who is
personally known by me or presented as identification and
-------------------
who did (did not) take an oath.
-------------------------------------
NOTARY PUBLIC
Print Name
--------------------------
My commission expires:
Page 43