UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 20, 2001
CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
Republic of Panama 1-9610 59-1562976
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(State or other jurisdiction (Commission File Number (I.R.S. Employer of
incorporation) File Number) Identification No.)
3655 N.W. 87th Avenue, Miami, Florida 33178-2428
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (305) 599-2600
Page 2
ITEM 5. OTHER EVENTS
On April 20, 2001, Carnival Corporation issued the press releases attached as
Exhibit 99.1 and 99.2. On April 25, 2001, Carnival Corporation issued the press
release attached as Exhibit 99.3 of this report.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
EXHIBIT NUMBER TITLE
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99.1 Press Release of Carnival Corporation dated April 20, 2001.
99.2 Press Release of Carnival Corporation dated April 20, 2001.
99.3 Press Release of Carnival Corporation dated April 25, 2001.
Page 3
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 27, 2001
CARNIVAL CORPORATION
By: /s/ Gerald R. Cahill
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Name: Gerald R. Cahill
Title: Senior Vice President-Finance
and Chief Financial and
Accounting Officer
Page 4
EXHIBIT LIST
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EXHIBIT DESCRIPTION
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99.1 Press Release of Carnival Corporation dated April 20, 2001.
99.2 Press Release of Carnival Corporation dated April 20, 2001.
99.3 Press Release of Carnival Corporation dated April 25, 2001
CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE
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CARNIVAL CORPORATION PRICES
CONVERTIBLE NOTE OFFERING
MIAMI (04/20/01) - Carnival Corporation (NYSE:CCL) today announced that
it has priced an offering of $400 million in aggregate principal amount of its 2
percent convertible notes due 2021. In connection with the offering, Carnival
has granted to the placement agent an over-allotment option to purchase up to an
additional $100 million in aggregate principal amount of notes.
The notes will be issued in an offering exempt from registration under
the Securities Act of 1933. Net proceeds from the offering will be used for
general corporate purposes. The notes will be convertible into Carnival common
stock under specified circumstances at a conversion price of $39.14 per share,
representing a 40 percent premium over the closing price of Carnival common
stock on the New York Stock Exchange on April 19, 2001. The offering is expected
to close on April 25, 2001.
The securities offered will not be registered under the Securities Act
and may not be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements of the Securities Act.
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NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. All forward-looking statements,
including those which may impact the forecasting of Carnival Corporation's net
revenue yields, 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,
performances or achievements expressed or implied by such forward-looking
statements. Such factors include general economic and business conditions;
increases in cruise industry capacity and competition; the ability of the
company to implement its shipbuilding program and to continue to expand its
business outside the North American market; incidents involving cruise ships;
impact of pending or threatened litigation; changes in tax and 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.
###
CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE
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CARNIVAL CORPORATION INCREASES CONVERTIBLE NOTE OFFERING
MIAMI (04/20/01) - Carnival Corporation (NYSE:CCL) announced that it
has increased the size of its offering of 2 percent convertible senior notes due
2021 from $400 million in aggregate principal amount to $500 million in
aggregate principal amount. The convertible notes have a yield to maturity of 2
percent and are convertible into Carnival common stock at a conversion price of
$39.14 per share, representing a 40 percent premium over the common stock
closing price on April 19, 2001. The placement agent's over-allotment option
remains $100 million in aggregate principal amount.
The securities offered will not be registered under the Securities Act
of 1933 and may not be offered or sold in the United States absent registration
or pursuant to an applicable exemption from the registration requirements of the
Securities Act.
**************************************
NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. All forward-looking statements,
including those which may impact the forecasting of Carnival Corporation's net
revenue yields, 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,
performances or achievements expressed or implied by such forward-looking
statements. Such factors include general economic and business conditions;
increases in cruise industry capacity and competition; the ability of the
company to implement its shipbuilding program and to continue to expand its
business outside the North American market; incidents involving cruise ships;
impact of pending or threatened litigation; changes in tax and 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.
###
CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE
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CARNIVAL CORPORATION COMPLETES
CONVERTIBLE DEBENTURE OFFERING
MIAMI (04/25/01) - Carnival Corporation (NYSE: CCL) today announced the
completion of the previously announced private placement of $600 million
aggregate principal amount of its 2 percent convertible senior debentures due
2021. This amount includes $100 million principal amount sold pursuant to an
over-allotment option granted by the company. Proceeds will be used for general
corporate purposes, including the repayment of short-term indebtedness.
The debentures were issued in an offering exempt from registration
under the Securities Act of 1933. The debentures have not been registered under
the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act.
**************************************
NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. All forward-looking statements,
including those which may impact the forecasting of Carnival Corporation's net
revenue yields, 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,
performances or achievements expressed or implied by such forward-looking
statements. Such factors include general economic and business conditions;
increases in cruise industry capacity and competition; the ability of the
company to implement its shipbuilding program and to continue to expand its
business outside the North American market; incidents involving cruise ships;
impact of pending or threatened litigation; changes in tax and 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.
###