Filing under Rule 425 under
the Securities Act of 1933
and deemed filed under Rules 14d-2 and 14a-12
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
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
AUSTRALIA, CANADA, OR JAPAN
29 OCTOBER 2002
CARNIVAL CORPORATION
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LETTER TO ALL CARNIVAL CORPORATION EMPLOYEES
COPIES TO: Carnival Corporation Board of Directors
Pam Conover
Bob Dickinson
Pier Foschi
Kirk Lanterman
FROM: Micky Arison
Howard S. Frank
DATE: October 29, 2002
SUBJECT: Proposed Transaction With P&O Princess
================================================================================
By now, many of you have seen the Carnival Corporation and the P&O Princess
(POC) announcements, and the many newspaper articles which followed, concerning
a possible transaction between our two companies.
If we are successful in completing the transaction with POC, Carnival
Corporation will become one of the largest leisure companies in the world. The
Carnival group would have 65 ships in the combined fleet, with approximately
94,000 berths, and would carry close to 5 million guests worldwide. The group
would also have 20 new ships under contract for delivery over the next four
years, which will add another 46,000 berths to the combined fleet.
Given the substantial increase in our fleet over the next four years, our
combined employee base of 53,000 would expand substantially, providing
significant opportunities for all employees, including those presently working
at POC.
Because our offer has still not been approved by the POC board, we have not been
in a position to have any discussions with POC management about how the combined
group will operate. But, as you know, the Carnival Corporation philosophy of
operating our cruise businesses has been on a decentralized basis with each of
our cruise brands given considerable freedom in running their day-to-day
business. It's anticipated that this organizational model would also carry over
to the various POC cruise brands. We will also try to identify synergies which
will mainly focus on ways to reduce costs, principally through the sharing of
best practices, and taking advantage of greater economies of scale.
Although newspaper articles have implied that the transaction is likely to be
concluded, we still have several additional hurdles to overcome. The first of
these hurdles would be the POC Board of Directors recommending our offer. We are
hopeful that this will occur in January 2003. Once the POC board recommends the
offer, we will need to gain the approval of 75% of the POC shares voting at a
POC shareholder meeting in order to approve the transaction; such vote is
expected to occur in February 2003. And, lastly, there is still the possibility
that another competitive offer can be made by a third party company to acquire
POC, which would compete with our offer. So, you can see, there is still
considerable additional work to be done to conclude the transaction.
We thank all of our employees for your continuing support through this almost
yearlong saga. It should be over soon. Good luck and best wishes to all of you.
/s/ Micky Arison
/s/ Howard Frank
CARNIVAL PLANS TO FILE A REGISTRATION STATEMENT ON FORM S-4, A PROXY STATEMENT
ON SCHEDULE 14A AND A STATEMENT ON SCHEDULE TO WITH THE US SECURITIES AND
EXCHANGE COMMISSION IN CONNECTION WITH COMMENCEMENT OF ITS PROPOSAL TO ACQUIRE
P&O PRINCESS CRUISES PLC. THE FORM S-4 WILL CONTAIN A PROSPECTUS AND OTHER
DOCUMENTS RELATING TO THE PROPOSAL. CARNIVAL PLANS TO MAIL THE PROSPECTUS
CONTAINED IN THE FORM S-4 TO SHAREHOLDERS OF P&O PRINCESS AFTER THE FORM S-4 HAS
BEEN DECLARED EFFECTIVE BY THE SEC. CARNIVAL PLANS TO MAIL THE PROXY STATEMENT
TO ITS SHAREHOLDERS AT OR ABOUT THE SAME TIME. THE FORM S-4, THE PROSPECTUS, THE
PROXY STATEMENT AND THE SCHEDULE TO WILL CONTAIN IMPORTANT INFORMATION ABOUT
CARNIVAL, P&O PRINCESS, THE CARNIVAL DLC PROPOSAL AND RELATED MATTERS. INVESTORS
AND STOCKHOLDERS SHOULD READ THE FORM S-4, THE PROSPECTUS, THE PROXY STATEMENT,
THE SCHEDULE TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSAL CAREFULLY BEFORE THEY MAKE ANY DECISION WITH RESPECT TO THE
PROPOSAL. THE FORM S-4, THE PROSPECTUS, THE PROXY STATEMENT, THE SCHEDULE TO AND
ALL OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE INCREASED OFFER
AND/OR THE PROPOSAL 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 AND/OR THE PROPOSAL 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.
IN ADDITION TO THE FORM S-4, THE PROSPECTUS, THE PROXY STATEMENT, THE SCHEDULE
TO AND THE OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSAL,
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 1-800-732-0330 FOR FURTHER INFORMATION ON THE PUBLIC REFERENCE ROOM.
FILINGS WITH THE SEC ARE ALSO AVAILABLE TO THE PUBLIC FROM COMMERCIAL
DOCUMENT-RETRIEVAL SERVICES AND AT THE WEB SITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV.
THE IDENTITIES OF THE PARTICIPANTS IN THE SOLICITATION OF CARNIVAL SHAREHOLDERS
FOR PURPOSES OF RULE 14a-12(a)(1) UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND
THEIR INTERESTS IN THE OFFER AND THE TRANSACTIONS RELATED TO IT ARE SET FORTH IN
APPENDIX VI TO CARNIVAL'S ANNOUNCEMENT, FILED WITH THE SEC ON OCTOBER 25, 2002.