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): October 25, 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
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ITEM 5. OTHER EVENTS
On October 25, 2001, the registrant issued the press release attached
as Exhibit 99.1 to this report.
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.
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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 25, 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
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EXHIBIT LIST
EXHIBIT DESCRIPTION
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99.1 Press Release dated October 25, 2001.
EXHIBIT 99.1
CONTACT: TIM GALLAGHER FOR IMMEDIATE RELEASE
CARNIVAL CORPORATION CLOSES PRIVATE PLACEMENT OF ZERO-COUPON CONVERTIBLE DEBT
MIAMI, Oct. 25/PRNewswire/-- Carnival Corporation (NYSE: CCL) today announced
the completion of the previously announced private placement of its 20-year
zero-coupon convertible notes, which resulted in gross proceeds to the company
of $400 million.
In connection with the offering, the placement agent has also exercised in full
its over-allotment option to purchase additional 20-year zero-coupon convertible
notes, which will result in gross proceeds to the company of $100 million. The
purchase of the additional notes is expected to close on October 26, 2001.
Net proceeds from the offering will be used to repay approximately $160 million
of existing bank indebtedness maturing in November 2001, for the approximate
$300 million final payment for Carnival Cruise Lines' new cruise ship, Carnival
Pride, scheduled to be delivered in December 2001, and for general corporate
purposes.
The securities offered 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 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.