View:
Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rule 14d-2
of the Securities Exchange Act of 1934
Filing by: Carnival Corporation
Subject Company: P&O Princess Cruises plc.
SEC File No. of Princess: 001-15136
CARNIVAL CORPORATION CLARIFIES POSITION ON FTC FILING
ISSUES LETTER TO TRAVEL AGENTS IN RESPONSE TO ROYAL CARIBBEAN'S LOBBYING EFFORTS
- --------------------------------------------------------------------------------
MIAMI, July 1 -- Carnival Corporation (NYSE: CCL - NEWS) today released a letter
to travel agents in response to a fax from a lobbying firm hired by Royal
Caribbean which has urged travel agents to write to the Federal Trade Commission
(FTC) opposing Carnival's bid for P&O Princess.
The fax to travel agents is from FM Strategic Communications on behalf of its
client, Royal Caribbean Cruises Ltd., actively soliciting travel agents to write
to the FTC and suggesting specific language for inclusion in those letters.
Carnival Corporation's letter to travel agents follows:
July 1, 2002
Dear Travel Partner:
We have recently been made aware that Royal Caribbean Cruises, Ltd., in its
effort to spoil Carnival Corporation's bid for P&O Princess, has retained a
lobbying firm, FM Strategic Communications, to request that travel agents write
letters to the Federal Trade Commission opposing our merger. Many of you may
have already received a phone call followed by a fax from this firm which
contains misleading information about our proposed merger.
Royal Caribbean and its lobbyist are asking travel agents to write a letter
saying among other things, that they are opposed to Carnival buying P&O
Princess; that Carnival will have too much power over prices and their clients
will have no other real choices, and that Carnival could lower or cut out
commissions to travel agents altogether.
ALL OF THESE ALLEGATIONS ARE SCARE TACTICS THAT ARE BLATANTLY UNTRUE.
RCCL also has said that Carnival would control more than half of the U.S.
market. The fact of the matter is, regardless of whether Carnival or Royal
Caribbean were to be successful in a proposed merger with P&O Princess, the
newly merged entity would control less than 50 percent of the U.S. cruise
berths. However, as you know, Carnival, like all other cruise lines, competes in
the overall vacation market, of which cruising represents less than three
percent.
Sadly, this is another in a series of unethical and desperate attacks by RCCL on
Carnival Corporation designed to undermine our efforts with regulators in both
Europe and the United States. Royal Caribbean has deliberately and selectively
spread misinformation and falsehoods in its campaign of lies against our company
and violated a confidentiality agreement with the European Commission -- all in
an effort to spoil our proposed merger.
Carnival Corporation is the best managed cruise company in the business and has
a demonstrated track record of achieving synergies and efficiencies in previous
merger transactions. As you know, these mergers have resulted in the
strengthening of these cruise brands and have clearly benefited travel agents
and consumers alike.
You also know that Carnival's cruise brands operate independently, which allows
each company to set its own individual pricing and commission policies. Unlike
RCCL, we do not force you to sell all of our brands in order to achieve maximum
commission levels from one. We do not intend to change our long established,
proven operating policy in the event our merger with P&O Princess is successful.
The addition of P&O Princess and its brands to the Carnival group would create
even more choice for your clients and more opportunity for you to earn greater
commissions.
Should you have any questions, please feel free to contact any of our cruise
executives listed below.
Sincerely,
/s/ Micky Arison
- -----------------------------
Micky Arison
Carnival Corporation
/s/ Howard Frank
- -----------------------------
Howard Frank
Carnival Corporation
/s/ Bob Dickinson
- -----------------------------
Bob Dickinson
Carnival Cruise Lines
/s/ Kirk Lanterman
- -----------------------------
Kirk Lanterman
Holland America Line & Windstar Cruises
/s/ Pier Luigi Foschi
- -----------------------------
Pier Luigi Foschi
Costa Cruises
/s/ Pamela Conover
- -----------------------------
Pamela Conover
Cunard Line & Seabourn Cruise Line
Carnival Corporation is a global vacation and leisure travel provider that
operates Carnival Cruise Lines, the world's largest cruise line based on
passengers carried, Costa Cruises, Cunard Line, Holland America Line, Seabourn
Cruise Line, Windstar Cruises and Holland America Tours.
Carnival Corporation's six cruise brands operate 43 ships in the Caribbean,
Alaska, Europe, Mexican Riviera, South America and other worldwide destinations,
and have 15 new ships scheduled for delivery during the next four years.
Additional information can be obtained via Carnival Corporation's Web site at
http://www.carnivalcorp.com.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this announcement constitute "forward-looking statements"
within the meaning of the US private securities litigation reform act of 1995.
Carnival has tried, wherever possible, to identify such statements by using
words such as "anticipate," "assume," "believe," "expect," "intend," "plan" and
words and terms of similar substance in connection with any discussion of future
operating or financial performance. These forward- looking statements, including
those which may impact the forecasting of Carnival's annual cost savings that
underlie estimates of synergies and one time costs to implement synergies, net
revenue yields, booking levels, price, occupancy or business prospects, involve
known and unknown risks, uncertainties and other factors, which may cause
Carnival's actual results, performances or achievements to be materially
different from any future results, performances or achievements expressed or
implied by such forward- looking statements. Such factors include, among others,
the following: general economic and business conditions which may impact levels
of disposable income of consumers and the net revenue yields for Carnival's
cruise products; consumer demand for cruises and other vacation options; other
vacation industry competition; effects on consumer demand of armed conflicts,
political instability, terrorism, the availability of air service and adverse
media publicity; increases in cruise industry and vacation industry capacity;
continued availability of attractive port destinations; changes in tax laws and
regulations; Carnival's ability to implement its brand strategy, Carnival's
ability to implement its shipbuilding program and to continue to expand its
business outside the North American market; Carnival's ability to attract and
retain shipboard crew; changes in foreign currency rates, security expenses,
food, fuel, insurance and commodity prices and interest rates; delivery of new
ships on schedule and at the contracted prices; weather patterns; unscheduled
ship repairs and dry-docking; incidents involving cruise ships; impact of
pending or threatened litigation; and changes in laws and regulations applicable
to Carnival.
Carnival cautions the reader that these risks may not be exhaustive. Carnival
operates in a continually changing business environment, and new risks emerge
from time to time. Carnival cannot predict such risks nor can it assess the
impact, if any, of such risks on its business or the extent to which any risk,
or combination of risks may cause actual results to differ from those projected
in any forward-looking statements. Accordingly, forward- looking statements
should not be relied upon as a prediction of actual results. Carnival undertakes
no obligation publicly to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
CARNIVAL PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4 AND A STATEMENT ON
SCHEDULE TO WITH THE US SECURITIES AND EXCHANGE COMMISSION IN CONNECTION WITH
COMMENCEMENT OF THE INCREASED OFFER. THE FORM S-4 WILL CONTAIN A PROSPECTUS AND
OTHER DOCUMENTS RELATING TO THE INCREASED OFFER. CARNIVAL PLANS TO MAIL THE
PROSPECTUS CONTAINED IN THE FORM S-4 TO SHAREHOLDERS OF P&O PRINCESS WHEN THE
FORM S-4 IS FILED WITH THE SEC. THE FORM S-4, THE PROSPECTUS AND THE SCHEDULE TO
WILL CONTAIN IMPORTANT INFORMATION ABOUT CARNIVAL, P&O PRINCESS, THE INCREASED
OFFER AND RELATED MATTERS. INVESTORS AND STOCKHOLDERS SHOULD READ THE FORM S-4,
THE PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE INCREASED OFFER CAREFULLY BEFORE THEY MAKE ANY DECISION WITH
RESPECT TO THE INCREASED OFFER. THE FORM S-4, THE PROSPECTUS, THE SCHEDULE TO
AND ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE INCREASED
OFFER WILL BE AVAILABLE WHEN FILED FREE OF CHARGE AT THE SEC'S WEB SITE, AT
WWW.SEC.GOV. IN ADDITION, THE PROSPECTUS AND ALL OTHER DOCUMENTS FILED WITH THE
SEC IN CONNECTION WITH THE INCREASED OFFER WILL BE MADE AVAILABLE TO INVESTORS
FREE OF CHARGE BY WRITING TO TIM GALLAGHER AT CARNIVAL CORPORATION, CARNIVAL
PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA, 33178-2428, US.
IN ADDITION TO THE FORM S-4, PROSPECTUS, THE SCHEDULE TO AND THE OTHER DOCUMENTS
FILED WITH THE SEC IN CONNECTION WITH THE INCREASED OFFER, CARNIVAL IS OBLIGATED
TO FILE ANNUAL, QUARTERLY AND CURRENT REPORTS, PROXY STATEMENTS AND OTHER
INFORMATION WITH THE SEC. PERSONS MAY READ AND COPY ANY REPORTS, STATEMENTS AND
OTHER INFORMATION FILED WITH THE SEC AT THE SEC'S PUBLIC REFERENCE ROOM AT 450
FIFTH STREET, N.W., WASHINGTON, D.C. 20549. PLEASE CALL THE SEC AT
1-800-SEC-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM. FILINGS
WITH THE SEC ALSO ARE AVAILABLE TO THE PUBLIC FROM COMMERCIAL DOCUMENT-RETRIEVAL
SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV.
For investor inquiries, please contact Beth Roberts, Tel: (011) 44 771 0945 361.
For press inquiries, please contact Tim Gallagher, Tel: 1-305-599-2600, ext.
16000, Carnival Corporation, Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida
33178-2428.