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 23, 2003
CARNIVAL CORPORATION CARNIVAL PLC
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(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
REPUBLIC OF PANAMA ENGLAND AND WALES
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(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
I-9610 I-15136
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(Commission File Number) (Commission File Number)
59-1562976 NONE
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(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
3655 N.W. 87TH AVENUE, 3655 N.W. 87TH AVENUE,
MIAMI, FLORIDA 33178-2428 MIAMI, FLORIDA 33178-2428
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(Address of principal executive (Address of principal executive
offices) offices)
(305) 599-2600 (305) 599-2600
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(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On April 22, 2003, Carnival Corporation issued a press release
announcing its intention to raise $500 million through an offering of
convertible securities. The press release relating to the offering is attached
as Exhibit 99.1 to this report and is incorporated in this item by reference.
On April 23, 2003, Carnival Corporation issued a press release
relating to the pricing of an offering of $773 million in aggregate principal
amount at maturity of its 1.75% convertible senior debentures due 2033,
resulting in $500 million gross proceeds to Carnival Corporation. The press
release relating to the pricing of the transaction is attached as Exhibit 99.2
to this report and is incorporated in this item by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release of Carnival Corporation dated April 22, 2003
99.2 Press Release of Carnival Corporation dated April 23, 2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
Date: April 23, 2003 CARNIVAL CORPORATION
By: /s/ Arnaldo Perez
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Name: Arnaldo Perez
Title: Senior Vice President,
General Counsel and
Secretary
Date: April 23, 2003 CARNIVAL PLC
By: /s/ Gerald R. Cahill
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Name: Gerald R. Cahill
Title: Senior Vice President
Finance and Chief
Financial Officer
Exhibit List
EXHIBIT DESCRIPTION
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99.1 Press Release of Carnival Corporation dated April 22, 2003.
99.2 Press Release of Carnival Corporation dated April 23, 2003.
EXHIBIT 99.1
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CONTACT: TIM GALLAGHER FOR IMMEDIATE RELEASE
CARNIVAL CORPORATION TO RAISE $500 MILLION FROM SALE OF
CONVERTIBLE SECURITIES
MIAMI (04/22/03) - Carnival Corporation (NYSE:CCL) today announced that it will
raise $500 million through an offering of convertible securities. The
convertible securities are to be guaranteed by Carnival plc (LSE: CCL, NYSE:
CUK) (formerly P&O Princess Cruises plc, which was combined with Carnival
Corporation under a dual listed company transaction completed April 17, 2003).
Carnival Corporation may raise up to an additional $75 million upon exercise of
an over-allotment option in connection with the offering. Carnival Corporation
expects to use the proceeds of the offering for general corporate purposes,
including financing Carnival Corporation's shipbuilding program and other
capital commitments.
Neither the convertible securities, the Carnival plc guarantee nor the shares
issuable upon conversion have been registered under the Securities Act of 1933
or any state securities laws and, until so registered, may not be offered or
sold in the United States or any state absent registration or an applicable
exemption from registration requirements.
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NOTE: Certain statements in this press release constitute "forward-looking
statements" within the meaning of the US Private Securities Litigation Reform
Act of 1995. Carnival Corporation and Carnival plc have tried, wherever
possible, to identify such statements by using words such as "anticipate",
"assume", "believe", "expect", "forecast", "future", "intent", "plan" and words
of similar substance in connection with any discussion of future results, plans,
goals and other events which have not yet occurred. All forward-looking
statements, including those which may impact the forecasting of Carnival
Corporation's or Carnival plc'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 and Carnival plc 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 Carnival Corporation and Carnival plc to
implement their shipbuilding program and to continue to expand their 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 Corporation and Carnival plc and other factors which are
described in further detail in their filings with the Securities and Exchange
Commission.
These risks may not be exhaustive. Carnival Corporation and Carnival plc operate
in a continually changing business environment, and new risks emerge from time
to time. Carnival Corporation and Carnival plc cannot predict such risks nor can
they assess the impact, if any, of such risks on their business or the extent to
which any risk, or
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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 Corporation and
Carnival plc undertake no obligation publicly to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
For investor relations, please contact Beth Roberts, Tel: 1-305-599-2600, ext.
19066, and for media 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.
EXHIBIT 99.2
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CONTACT: TIM GALLAGHER FOR IMMEDIATE RELEASE
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CARNIVAL CORPORATION PRICES
CONVERTIBLE SENIOR DEBENTURE OFFERING
MIAMI (04/23/03) - Carnival Corporation (NYSE:CCL) today announced that it has
priced an offering of $773 million in aggregate principal amount at maturity of
its 1.75% convertible senior debentures due 2033, resulting in $500 million
gross proceeds to Carnival Corporation. In connection with the offering,
Carnival Corporation has granted to the initial purchaser an over-allotment
option to purchase up to an additional $116 million aggregate principal amount
at maturity of such debentures, resulting in $75 million gross proceeds to
Carnival Corporation.
Interest on the debentures will be payable in cash in arrears semi-annually
through to April 29, 2008. Thereafter, the principal amount of the debentures
will accrete semi-annually at a rate of 1.75% percent per year to maturity. The
debentures will be convertible into shares of Carnival Corporation common stock
under specified circumstances at a conversion rate which is subject to
adjustment. Initially, the base conversion price is $53.11, reflecting a
conversion premium of 93% over Carnival Corporation's closing stock price of
$27.52 on April 22, 2003. If Carnival Corporation's common stock price at the
time of conversion exceeds the base conversion price, holders of the debentures
will be entitled to receive up to 11.3258 additional shares of Carnival
Corporation common stock per $1,000 principal amount debenture at maturity. In
any event, and subject to standard anti-dilution provisions, each debenture will
not be convertible into more than 23.5058 shares of Carnival Corporation common
stock per $1,000 principal amount debenture at maturity. The debentures are to
be guaranteed by Carnival plc (LSE: CCL, NYSE: CUK) (formerly P&O Princess
Cruises plc, which was combined with Carnival Corporation under a dual listed
company transaction completed April 17, 2003). The offering is expected to close
on April 29, 2003.
The debentures and the Carnival plc guarantee 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, including financing
Carnival Corporation's shipbuilding program and other capital commitments.
Neither the convertible senior debentures, the Carnival plc guarantee nor the
shares of common stock issuable upon conversion of the debentures have been
registered under the Securities Act, and such securities may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
This communication is directed only at persons outside the United Kingdom and
may not be acted upon by persons in the United Kingdom.
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NOTE: Cautionary note concerning factors that may affect future results
Certain statements in this announcement are "forward-looking statements" within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Carnival Corporation and Carnival plc have tried, wherever possible, to identify
such statements by using words such as "will," "may," "anticipate," "estimates,"
"assume," "believe," "expect," "forecast," "future," "intend," "plans" and words
and terms of similar substance in connection with any discussion of future
operating or financial performance. Because forward-looking statements,
including those which may impact the forecasting of Carnival Corporation's and
Carnival plc's net revenue yields, booking levels, pricing, occupancy,
operating, financing and tax costs, estimates of ship depreciable lives and
residual values, or business prospects, involve risks and uncertainties, there
are many factors that could cause Carnival Corporation's and Carnival plc's
actual results, performance or achievements to differ materially from those
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 Corporation's and Carnival plc's cruise brands; conditions in the
cruise and land-based vacation industries, including vacation industry
competition and increases in capacity offered by cruise ship and land-based
vacation alternatives; effects on consumer demand of the international political
and economic climate, and armed conflict, terrorist attacks, adverse publicity
and the availability of air service; continued availability of attractive port
destinations; changes in environmental, health, safety, security and other
regulatory regimes under which Carnival operates; Carnival Corporation's and
Carnival plc's ability to obtain financing on terms that are favorable or
consistent with their expectations; Carnival Corporation's and Carnival plc's
financial and contractual counterparties' ability to perform; Carnival
Corporation's and Carnival plc's ability to implement their shipbuilding
programs and brand strategies and to continue to expand their businesses
worldwide; Carnival Corporation's and Carnival plc's ability to attract and
retain shipboard crew and maintain good relations with employee unions; the
impact of changes in operating and financing costs, including changes in foreign
currency and interest rates and increases in food, fuel, insurance and security
costs; weather patterns and natural disasters; accidents and other incidents at
sea affecting the health, safety, security and vacation satisfaction of
passengers; Carnival Corporation's and Carnival plc's ability to successfully
implement cost improvement plans and to integrate business acquisitions; the
continuing financial viability of Carnival Corporation's and Carnival plc's
travel agent distribution system; and the ability of a small group of
shareholders effectively to control the outcome of shareholder voting.
Forward-looking statements should not be relied upon as a prediction of actual
results. Subject to any continuing obligations under applicable laws, Carnival
Corporation and Carnival plc expressly disclaim any obligation to disseminate
any updates or revisions to any such forward-looking statements to reflect any
change in expectations or events, conditions or circumstances on which any such
statements are based.
For investor relations, please contact Beth Roberts, Tel: 1-305-599-2600, ext.
19066, and for media 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.