1
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): October 19, 2001
CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
Republic of Panama 1-9610 59-1562976
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
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
2
Item 5. Other Events
On October 19, 2001, the registrant issued the press release attached
as Exhibit 99.1 to this report, which exhibit is incorporated in this report
by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The press release of the registrant is attached as Exhibit
99.1 to this report.
3
Signatures
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: October 19, 2001
CARNIVAL CORPORATION
By: /s/ GERALD R. CAHILL
----------------------------------------
Name: Gerald R. Cahill
Title: Senior Vice President-Finance and
Chief Financial and Accounting
Officer
4
Exhibit List
EXHIBIT DESCRIPTION
99.1 Press Release dated October 19, 2001.
Exhibit 99.1
CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE
---------------------
CARNIVAL CORPORATION PRICES PRIVATE PLACEMENT OF
ZERO-COUPON CONVERTIBLE DEBT
MIAMI (10/19/01) - Carnival Corporation (NYSE: CCL) announced
today the pricing of a $400 million gross proceeds 20-year zero-coupon
convertible note offering. The notes are convertible into Carnival Corporation
common stock if the market price of the shares reaches specified thresholds.
Each note has a yield to maturity of 3.75 percent and is convertible into
16.5964 shares of Carnival Corporation common stock, representing an initial
conversion premium of 35 percent to the closing stock price of $21.23 on Oct.
18, 2001.
In connection with the offering, Carnival Corporation has
granted to the placement agent an over-allotment option to purchase up to an
additional $100 million gross proceeds of the zero-coupon convertible notes. The
offering is expected to close on Oct. 24, 2001.
Net proceeds from this offering will be used by the company to
repay approximately $160 million of existing bank indebtedness maturing in
November 2001 and toward the approximate $300 million final payment of Carnival
Cruise Lines' new cruise ship, Carnival Pride, scheduled to be delivered in
December 2001. Any remaining net proceeds will be used for general corporate
purposes.
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.
Carnival Corporation is comprised of Carnival Cruise Lines,
the world's largest cruise line based on passengers carried, Holland America
Line, Costa Cruises, Cunard Line, Seabourn Cruise Line and Windstar Cruises.
Carnival Corporation's various brands operate 43 ships in the Caribbean, Alaska,
Europe, Mexican Riviera, South America and other worldwide destinations.
Additional information can be obtained via Carnival
Corporation's Web site at WWW.CARNIVALCORP.COM.
###
NOTE: Statements in this press release relating to matters
that are not historical facts are forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. 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; consumer demand for cruise
travel; the effects on consumer demand of armed conflicts, political
instability, the availability of air service, adverse media publicity and
terrorism; 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.