SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
CARNIVAL CORPORATION
CARNIVAL PLC
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share, of Carnival Corporation
Special Voting Share of Carnival plc
TRUST SHARES (REPRESENTING BENEFICIAL INTERESTS IN THE
P&O PRINCESS SPECIAL VOTING TRUST)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
Common Stock: 143658 10 2 and 143658 30 0**
Special Voting Share: G7214F 12 2
TRUST SHARES: 143658 30 0**
- --------------------------------------------------------------------------------
(CUSIP Number)
Arnaldo Perez, Esq.
General Counsel
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
APRIL 17, 2003
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
** The Common Stock and the Trust Shares trade together under CUSIP Number
143658 30 0. See Items 1 and 4 of this Schedule 13D for additional information.
2
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 3,653,168
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 3,653,168
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,653,168
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.6%
14) Type of Reporting Person (See Instructions): OO
3
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
TAMMS MANAGEMENT CORPORATION
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 3,653,168
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 365,316
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 3,287,852
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,653,168
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.6%
14) Type of Reporting Person (See Instructions): CO
4
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE CONTINUED TRUST FOR MICKY ARISON
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,124,560
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 2,124,560
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,124,560
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.3%
14) Type of Reporting Person (See Instructions): OO
5
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE MICKY ARISON 1997 HOLDINGS TRUST
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 6,102,187
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 6,102,187
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,102,187
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
1.0%
14) Type of Reporting Person (See Instructions): OO
6
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
MA 1997 HOLDINGS, L.P.
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 6,102,187
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 6,102,187
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,102,187
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[ ]
13) Percent of Class Represented by Amount in Row (11):
1.0%
14) Type of Reporting Person (See Instructions): PN
7
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
MA 1997 HOLDINGS, INC.
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 6,102,187
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 6,102,187
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,102,187
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
1.0%
14) Type of Reporting Person (See Instructions): CO
8
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE MICKY ARISON 1994 "B" TRUST
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 106,114,284
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 106,114,284
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
106,114,284
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
16.9%
14) Type of Reporting Person (See Instructions): OO
9
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
MA 1994 B SHARES, L.P.
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 106,114,284
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 106,114,284
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
106,114,284
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
16.9%
14) Type of Reporting Person (See Instructions): PN
10
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
MA 1994 B SHARES, INC.
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 106,114,284
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 106,114,284
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
106,114,284
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
16.9%
14) Type of Reporting Person (See Instructions): CO
11
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
MICKY ARISON
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 130,162,864
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: 93,847,639
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 124,060,677
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 93,847,639
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
224,010,503
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[X]
13) Percent of Class Represented by Amount in Row (11):
35.6%
14) Type of Reporting Person (See Instructions): IN
12
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE SHARI ARISON IRREVOCABLE GUERNSEY TRUST
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Guernsey, Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 5,102,708
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,102,708
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.8%
14) Type of Reporting Person (See Instructions): OO
13
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE CONTINUED TRUST FOR SHARI ARISON DORSMAN
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 3,000,000
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 3,000,000
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 759,010
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,759,010
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.6%
14) Type of Reporting Person (See Instructions): OO
14
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI NO. 1
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Jersey, Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 76,787,525
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
76,787,525
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
12.2%
14) Type of Reporting Person (See Instructions): OO
15
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
SHARI ARISON
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: United States and Israel
Number of 7) Sole Voting Power: 6,250,000
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: 1,200
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 2,250,000
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 5,103,908
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
7,353,908
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
1.2%
14) Type of Reporting Person (See Instructions): IN
16
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
JMD DELAWARE, INC.
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 9,524,560
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: 1,000,000
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 16,626,747
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 2,550,460
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
19,177,207
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
3.1%
14) Type of Reporting Person (See Instructions): CO
17
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
JAMES M. DUBIN
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 39,611,276
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: 93,847,639
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 16,626,747
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 130,587,523
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
147,214,270
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
23.4%
14) Type of Reporting Person (See Instructions): IN
18
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE TED ARISON 1992 IRREVOCABLE TRUST FOR LIN NUMBER 2
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: -0-
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 46,145,830
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
46,145,830
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
7.3%
14) Type of Reporting Person (See Instructions): OO
19
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE TED ARISON FAMILY FOUNDATION USA, INC.
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 2,250,000
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 2,250,000
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,250,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.4%
14) Type of Reporting Person (See Instructions): OO
20
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE ROYAL BANK OF SCOTLAND TRUST COMPANY (JERSEY) LIMITED
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: -0-
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 46,145,830
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
46,145,830
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
7.3%
14) Type of Reporting Person (See Instructions): CO
21
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
CITITRUST (JERSEY) LIMITED
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Jersey, Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 76,787,525
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
76,787,525
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
12.2%
14) Type of Reporting Person (See Instructions): CO
22
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
JMD PROTECTOR, INC.
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 30,085,716
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: 92,847,639
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 122,933,355
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
122,933,355
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
19.6%
14) Type of Reporting Person (See Instructions): CO
23
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
BALLUTA LIMITED
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Isle of Man
Number of 7) Sole Voting Power: -0-
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 5,102,708
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,102,708
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.8%
14) Type of Reporting Person (See Instructions): OO
24
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE MARILYN B. ARISON IRREVOCABLE DELAWARE TRUST
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 400,000
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 400,000
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 1,032,440
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,432,440
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.2%
14) Type of Reporting Person (See Instructions): OO
25
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
MBA I, LLC
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 400,000
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 400,000
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 1,032,440
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,432,440
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.2%
14) Type of Reporting Person (See Instructions): OO
26
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE CONTINUED TRUST FOR MICHAEL ARISON
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 4,000,000
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 4,000,000
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: 759,010
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,759,010
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.8%
14) Type of Reporting Person (See Instructions): OO
27
CUSIP No. Common Stock: 143658 10 2 and 143658 30 0,
SPECIAL VOTING SHARE: G7214F 12 2, TRUST SHARES: 143658 30 0
- --------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or
I.R.S. Identification Nos. of Above Persons:
THE MICHAEL ARISON 1999 IRREVOCABLE DELAWARE TRUST
2) Check the Appropriate Box if a Member of a Group (See Instructions
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: -0-
Shares Bene- --------------------------------------------------------
ficially 8) Shared Voting Power: 1,000,000
Owned by --------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 1,000,000
ing Person --------------------------------------------------------
With 10) Shared Dispositive Power: -0-
--------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
[_]
13) Percent of Class Represented by Amount in Row (11):
0.2%
14) Type of Reporting Person (See Instructions): OO
28
The Schedule 13D is being filed by TAMMS Investment Company,
Limited Partnership, TAMMS Management Corporation, the Continued Trust for Micky
Arison, the Micky Arison 1997 Holdings Trust, MA 1997 Holdings, L.P., MA 1997
Holdings, Inc., the Micky Arison 1994 "B" Trust, MA 1994 B Shares, L.P., MA 1994
B Shares, Inc., Micky Arison, the Shari Arison Irrevocable Guernsey Trust, the
Continued Trust for Shari Arison Dorsman, the Ted Arison 1994 Irrevocable Trust
for Shari No. 1, Shari Arison, JMD Delaware, Inc., James M. Dubin, Ted Arison
1992 Irrevocable Trust for Lin No.2, The Ted Arison Family Foundation USA, Inc.,
The Royal Bank of Scotland Trust Company (Jersey) Limited, Cititrust (Jersey)
Limited, JMD Protector, Inc., Balluta Limited, the Marilyn B. Arison Irrevocable
Delaware Trust, MBA I, LLC, the Continued Trust for Michael Arison and the
Michael Arison 1999 Irrevocable Delaware Trust. It amends and restates the
Schedule 13D filed by these persons relating to Carnival Corporation and
represents a new Schedule 13D in respect of Carnival plc.
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D relates to:
(1) Common Stock, par value $0.01 per share (the
"Carnival Corporation Common Stock"), of Carnival Corporation
("Carnival Corporation");
(2) Special Voting Share (the "Special Voting Share") of
Carnival plc ("Carnival plc"); and
(3) Trust Shares representing beneficial interests in the
P&O Princess Special Voting Trust (the "Trust Shares").
As part of the dual listed company transaction between
Carnival Corporation and Carnival plc, the Trust Shares are paired with, and
evidenced by certificates representing, shares of Carnival Corporation Common
Stock on a one-to-one basis. The Trust Shares represent a beneficial interest in
the Special Voting Share. The Special Voting Share is the mechanism by which the
votes of Carnival Corporation's shareholders are reflected at meetings of
Carnival plc's shareholders. The Carnival Corporation Common Stock and Trust
Shares (including the beneficial interests in the Special Voting Share) are
listed and trade together on the New York Stock Exchange under the ticker symbol
"CCL". References to "Shares" in this Schedule 13D are to the shares of Carnival
Corporation Common Stock together with the paired Trust Shares (which represent
a beneficial interest in the Special Voting Share).
Carnival Corporation is a Panamanian corporation. Carnival plc
(formerly known as P&O Princess Cruises plc) is incorporated under the laws of
England and Wales. Both Carnival Corporation and Carnival plc maintain their
principal executive offices at 3655 N.W. 87th Avenue, Miami, Florida 33178-2428.
29
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is filed by: (i) TAMMS Investment
Company, Limited Partnership ("TAMMS L.P."); (ii) TAMMS Management Corporation
("TAMMS Corp."); (iii) the Continued Trust for Micky Arison (the "Micky Arison
Continued Trust"); (iv) the Micky Arison 1997 Holdings Trust ("Micky Arison 1997
Trust"); (v) MA 1997 Holdings, L.P. ("MA 1997, L.P."); (vi) MA 1997 Holdings,
Inc. ("MA 1997, Inc."); (vii) the Micky Arison 1994 "B" Trust (the "B Trust");
(viii) MA 1994 B Shares, L.P. ("B Shares, L.P."); (ix) MA 1994 B Shares, Inc.
("B Shares, Inc."); (x) Micky Arison; (xi) the Shari Arison Irrevocable Guernsey
Trust (the "Shari Arison Guernsey Trust"); (xii) the Continued Trust for Shari
Arison Dorsman (the "Shari Arison Continued Trust"); (xiii) the Ted Arison 1994
Irrevocable Trust for Shari No. 1(the "Shari Arison Trust No. 1"); (xiv) Shari
Arison; (xv) JMD Delaware, Inc. ("JMD Delaware"); (xvi) James M. Dubin; (xvii)
Ted Arison 1992 Irrevocable Trust for Lin Number Two ("Lin Trust No. 2");
(xviii) The Ted Arison Family Foundation USA, Inc. (the "Foundation); (xix) The
Royal Bank of Scotland Trust Company (Jersey) Limited ("RBS"); (xx) Cititrust
(Jersey) Limited ("Cititrust"); (xxi) JMD Protector, Inc. ("JMD Protector");
(xxii) Balluta Limited ("Balluta"); (xxiii) the Marilyn B. Arison Irrevocable
Delaware Trust (the "Marilyn Arison Delaware Trust"); (xxiv) MBA I, LLC ("MBA"),
(xxv) the Continued Trust for Michael Arison (the "Michael Arison Continued
Trust"); and (xxvi) the Michael Arison 1999 Irrevocable Delaware Trust (the
"Michael Arison 1999 Trust") (such entities and persons being sometimes
hereinafter referred to as the "Reporting Persons").
Micky Arison is the Chairman, Chief Executive Officer and a
Director of Carnival Corporation and Carnival plc, President and Treasurer of
TAMMS Corp. and beneficiary of the Micky Arison Continued Trust, the Micky
Arison 1997 Trust and the B Trust. Shari Arison is the beneficiary of the Shari
Arison Guernsey Trust, the Shari Arison Continued Trust and the Shari Arison
Trust No. 1. Michael Arison is the beneficiary of the Michael Arison Continued
Trust and the Michael Arison 1999 Trust. Micky Arison and Shari Arison are
siblings. James M. Dubin is (i) the sole shareholder and an officer of JMD
Delaware, the corporate trustee of the Micky Arison 1997 Trust, the B Trust, the
Shari Arison Continued Trust, the Micky Arison Continued Trust, the Marilyn
Arison Delaware Trust, the Michael Arison Continued Trust and the Michael Arison
1999 Trust, (ii) the sole shareholder and an officer of JMD Protector, the
corporate protector of the Lin Trust No. 2, the Shari Arison Trust No. 1, the
Marilyn Arison Delaware Trust and the Michael Arison 1999 Trust and (iii) the
sole shareholder of Balluta, the corporate trustee of the Shari Arison Guernsey
Trust.
(b) and (c)(i) TAMMS L.P. is a Delaware limited partnership
formed for the purpose of, among other things, investing in, owning, selling,
acquiring, managing and exercising the voting rights associated with marketable
securities, including securities issued by Carnival Corporation. The principal
business office of TAMMS L.P. is located at 1201 North Market Street, 18th
Floor, Wilmington, Delaware 19899-1347. The general partners and limited
partners of TAMMS L.P. are as follows:
30
(1) TAMMS Corp., the Managing General Partner of TAMMS
L.P., has approximately a 0.77% interest in the Shares
held by TAMMS L.P.
(2) The Shari Arison Continued Trust, a Class A Limited
Partner of TAMMS L.P., has approximately an 18.14%
interest in the Shares held by TAMMS L.P.
(3) The Michael Arison Continued Trust, a Class A Limited
Partner of TAMMS L.P., has approximately an 18.14%
interest in the Shares held by TAMMS L.P.
(4) The Shari Arison Guernsey Trust, a Class A Limited
Partner of TAMMS L.P., has approximately a 26.38% interest
in the Shares held by TAMMS L.P.
(5) MBA, a Class A Limited Partner of TAMMS L.P., has
approximately a 23.90% interest in the Shares held by
TAMMS L.P.
(6) MDT III, Inc., a Class A Limited Partner of TAMMS,
L.P., has approximately a 12.39% interest in the Shares
held by TAMMS, L.P.
(c)(ii) TAMMS Corp. is a Delaware corporation, the principal
business of which is acting as Managing General Partner of TAMMS L.P. Its
business address is located at 1201 North Market Street, 18th Floor, Wilmington,
Delaware 19899-1347. The name, residence or business address and principal
occupation or employment of each director, executive officer and controlling
person of TAMMS Corp. are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Marilyn B. Arison Marcaz Golda Center Investor
23 Shaul Hamelech Boulevard
Tel-Aviv 64367
Israel
Micky Arison 3655 N.W. 87th Avenue Chairman of the
Miami, Florida 33178-2428 Board and Chief
Executive Officer of
Carnival Corporation
and Carnival plc
Thomas R. Pulsifer Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell Morris, Nichols,
1201 N. Market Street Arsht & Tunnell
Wilmington, Delaware 19899 ("MNA&T")
31
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Walter C. Tuthill Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Stanford L. Morris, Nichols, Arsht & Attorney-at-Law at
Stevenson, III Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Arnaldo Perez 3655 N.W. 87th Avenue Vice President,
Miami, Florida 33178-2428 Secretary and General
Counsel of Carnival Corporation
and Carnival plc
Henry Eckstein Properties of Hamilton, Inc. Real Property
555 N.E. 34th Street Manager and Advisor
Suite 201
Miami, Florida 33137
(c)(iii) The Micky Arison Continued Trust is a Delaware trust
established for the benefit of Micky Arison. The business address of the Micky
Arison Continued Trust is 1201 North Market Street, Wilmington, Delaware
19899-1347. The sole trustee of the Continued Trust for Micky Arison is JMD
Delaware. The name, residence or business address and principal occupation or
employment of each director, executive officer and controlling person of JMD
Delaware as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
James M. Dubin Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
Eric Goodison Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
32
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
John J. O'Neil Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
Stanford L. Morris, Nichols, Arsht & Attorney-at-Law at
Stevenson, III Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Thomas R. Pulsifer Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Walter C. Tuthill Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Richard B. Skor AFO LLC President and
P.O. Box 11-1605 Managing Officer
Miami, Florida 33111 of AFO LLC
(c)(iv) The Micky Arison 1997 Trust is a Delaware trust formed
for the benefit of Micky Arison and his heirs. The business address of the Micky
Arison 1997 Trust is 1201 North Market Street, Wilmington, Delaware 19899-1347.
The sole trustee of the Micky Arison 1997 Trust is JMD Delaware, a Delaware
corporation whose principal purpose is to serve as trustee for certain trusts
established for the benefit of members of the Arison family. The name, residence
or business address and principal occupation or employment of each director,
executive officer and controlling person of JMD Delaware are set forth in Item
2(c)(iii).
(c)(v) MA 1997, L.P. is a Delaware limited partnership whose
principal purpose is to hold and manage investments for the benefit of members
of the Arison family. The business address of MA 1997, L.P. is 1201 North Market
Street, Wilmington, Delaware 19899-1347. The general partner of MA 1997, L.P. is
MA 1997, Inc., a Delaware corporation which is wholly owned by the Micky Arison
1997 Trust. The sole limited partner of MA 1997, L.P. is the Micky Arison 1997
Trust. The name, residence or business address and principal occupation or
employment of each director, executive officer and controlling person of MA
1997, Inc. are as follows:
33
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
James M. Dubin Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
Eric Goodison Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
John J. O'Neil Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
Stanford L. Morris, Nichols, Arsht & Attorney-at-Law at
Stevenson, III Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Thomas R. Pulsifer Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Walter C. Tuthill Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
(c)(vi) MA 1997, Inc. is a Delaware corporation whose
principal purpose is to serve as the general partner for MA 1997, L.P. The
business address of MA 1997, Inc. is 1201 North Market Street, Wilmington,
Delaware 19899-1347. The name, residence or business address and principal
occupation or employment of each director, executive officer and controlling
person of MA 1997, Inc. are set forth in Item 2(c)(v).
(c)(vii) The B Trust is a Delaware trust formed for the
benefit of Micky Arison and his heirs. The business address of the B Trust is
1201 North Market Street, Wilmington, Delaware 19899-1347. The sole trustee of
the B Trust is JMD Delaware, a Delaware corporation whose principal purpose is
to serve as trustee for certain trusts established for the benefit of members of
the Arison family. The name, residence or business address and principal
occupation or employment of each director, executive officer and controlling
person of JMD Delaware are set forth in Item 2(c)(iii).
34
(c)(viii) B Shares, L.P. is a Delaware limited partnership
whose principal purpose is to hold and manage investments for the benefit of
members of the Arison family. The business address of B Shares, L.P. is 1201
North Market Street, Wilmington, Delaware 19899-1347. The general partner of B
Shares, L.P. is MA 1994 B Shares, Inc., a Delaware corporation which is wholly
owned by the B Trust. The sole limited partner of B Shares, L.P. is the B Trust.
The name, residence or business address and principal occupation or employment
of each director, executive officer and controlling person of B Shares, Inc. are
as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
James M. Dubin Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
Eric Goodison Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
John J. O'Neil Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
Stanford L. Morris, Nichols, Arsht & Attorney-at-Law at
Stevenson, III Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Thomas R. Pulsifer Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Walter C. Tuthill Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
(c)(ix) B Shares, Inc. is a Delaware corporation whose
principal purpose is to serve as the general partner of B Shares, L.P. The
business address of B Shares, Inc. is 1201
35
North Market Street, Wilmington, Delaware 19899-1347. The name, residence or
business address and principal occupation or employment of each director,
executive officer and controlling person of B Shares, Inc. are set forth in Item
2(c)(viii).
(c)(x) Micky Arison is the Chairman of the Board, Chief
Executive Officer and a Director of Carnival Corporation and Carnival plc. Mr.
Arison's business address is 3655 N.W. 87th Avenue, Miami, Florida 33178-2428.
(c)(xi) The Shari Arison Guernsey Trust is a Guernsey trust
established for the benefit of Shari Arison. The business address of the Shari
Arison Guernsey Trust is c/o Barings (Guernsey) Limited, P.O. Box 71, Arnold
House, St. Julian's Avenue, St. Peter Port, Guernsey, Channel Islands. The sole
trustee of the Shari Arison Guernsey Trust is Balluta. The name, residence or
business address and principal occupation or employment of each director,
executive officer and controlling person of Balluta are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Robert James Banfield Barings Trustees (Guernsey) Ltd. Executive Director
Trafalgar Court of Barings Trustees
Les Banques (Guernsey) Ltd.
St. Peter Port
Guernsey GY1 3DA
James M. Dubin Paul, Weiss, Rifkind, Attorney-at-Law at
Wharton & Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison LLP
New York, New York 10019
Philip Peter Scales Barings (Isle of Man) Limited Managing Director
St. James's Chambers, and Chartered
Athol Street, Douglas, Secretary, Barings
Isle of Man, IM1 1JE (Isle of Man) Limited
Alan Crowther Barings (Isle of Man) Limited Company Secretary,
St. James's Chambers, Barings (Isle of Man) Athol
Street, Douglas, Limited
Isle of Man, IM1 1JE
(c)(xii) The Shari Arison Continued Trust is a Delaware trust
established for the benefit of Shari Arison. The business address of the Shari
Arison Continued Trust is 1201 North Market Street, Wilmington, Delaware
19899-1347. The sole trustee of the Shari Arison Continued Trust is JMD
Delaware. The name, residence or business address and principal occupation or
employment of each director, executive officer and controlling person of JMD
Delaware are set forth in Item 2(c)(iii).
36
(c)(xiii) The Shari Arison Trust No. 1 is a Jersey trust
established for the benefit of Shari Arison. The address of the trust is c/o
Cititrust (Jersey) Limited, P.O. Box 728, 38 Esplanade, St. Helier, Jersey,
Channel Islands. The sole trustee of the trust is Cititrust, which is a company
organized under the laws of Jersey, Channel Islands, the principal business of
which is the provision of trustee company services. The name, residence or
business address and principal occupation or employment of each director,
executive officer and controlling person of Cititrust are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Citicorp Overseas Corp Common Controlling Person
Investment Corporation 1 Penn's Way 1-1
Newcastle, Delaware 19720
Debbie Sebire Cititrust (Jersey) Limited Director
38 Esplanade, St. Helier,
Jersey, Channel Islands
Anthony Daly Cititrust (Jersey) Limited Director
38 Esplanade, St. Helier,
Jersey, Channel Islands
Clive Jones Cititrust (Jersey) Limited Director
38 Esplanade, St. Helier,
Jersey, Channel Islands
Thomas Rilko Cititrust (Jersey) Limited Director
38 Esplanade, St. Helier,
Jersey, Channel Islands
D. Smith Freeman Citigroup Center Director
153 East 53rd Street
New York, New York 10011
Maria del Carmen Butler Cititrust (Bahamas) Limited Director
Thompson Boulevard
Nassau, Bahamas
(c)(xiv) Shari Arison is an investor. Ms. Arison's business
address is Marcaz Golda Center, 23 Shaul Hamelech Blvd., Tel-Aviv 64367 Israel.
(c)(xv) JMD Delaware is a Delaware corporation whose principal
purpose is to serve as trustee for certain trusts established for the benefit of
members of the Arison family. The business address of JMD Delaware is 1201 North
Market Street, Wilmington, Delaware 19899-1347. The name, residence or business
address and principal occupation or
37
employment of each director, executive officer and controlling person of JMD
Delaware are set forth in Item 2(c)(iii).
(c)(xvi) James M. Dubin is a partner at the law firm of Paul,
Weiss, Rifkind, Wharton & Garrison LLP. Mr. Dubin is the sole stockholder of JMD
Delaware, a Delaware corporation whose principal purpose is to serve as trustee
for certain trusts established for the benefit of members of the Arison family,
the sole stockholder of JMD Protector, a Delaware corporation whose principal
purpose is to serve as protector for certain trusts established for the benefit
of members of the Arison family, and the sole stockholder of Balluta, an Isle of
Man corporation whose principal purpose is to serve as trustee for the Shari
Arison Guernsey Trust. Mr. Dubin's business address is Paul, Weiss, Rifkind,
Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York
10019-6064.
(c)(xvii) Lin Trust No. 2 is a Jersey trust established for
the benefit of Marilyn B. Arison. The address of the trust is c/o The Royal Bank
of Scotland Trust Company (Jersey) Limited, P.O. Box 298, St. Helier, Jersey,
Channels Islands. The sole trustee of the trust is RBS, which is a company
organized under the laws of Jersey, Channels Islands, the principal business of
which is the provision of trustee company services. The name, residence or
business address and principal occupation or employment of each director,
executive officer and controlling person of RBS are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
The Royal Bank of Royal Bank House, Controlling Person
Scotland International P.O. Box 64
(Holdings) Limited 71 Bath Street, St. Helier
Jersey, Channel Islands
John Anthony Heaps P.O. Box 6 Director
23-25 Broad Street, St. Helier
Jersey, Channel Islands
David Neuschaffer Royal Bank House, Director
P.O. Box 6
23-25 Broad Street, St. Helier
Jersey, Channel Islands
Timothy Paul Renault P.O. Box 6 Director
23-25 Broad Street, St. Helier
Jersey, Channel Islands
Barry Derek Poole P.O. Box 6 Director
23-25 Broad Street, St. Helier
Jersey, Channel Islands
38
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
David Michael William P.O. Box 6 Director
Ballingall 23-25 Broad Street, St. Helier
Jersey, Channel Islands
(c)(xviii) The Foundation is a private charitable foundation
organized under the laws of the State of Florida, established by Ted Arison, for
the benefit of certain charities. The business address of the Foundation is 3655
N.W. 87th Avenue, 8th Floor, Miami, Florida 33178-2428. The name, residence or
business address and principal occupation or employment of each trustee,
executive officer and controlling person of the Foundation are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Shari Arison Marcaz Golda Chairman of the Board
23 Shaul Hamelech Boulevard of Trustees, President,
Tel-Aviv 64367 Israel Secretary and
Treasurer the Foundation
Marilyn Arison Marcaz Golda Trustee of the
23 Shaul Hamelech Boulevard Foundation
Tel-Aviv 64367 Israel
Madeleine Arison 3655 N.W. 87th Avenue Trustee of the
Miami, Florida 33178-2428 Foundation
Micky Arison 3655 N.W. 87th Avenue Chairman of the Board
Miami, Florida 33178-2428 and Chief Executive
Officer of Carnival
Corporation and
Carnival plc
Jason Arison 3655 N.W. 87th Avenue Trustee of the
Miami, Florida 33178-2428 Foundation
David Arison 3655 N.W. 87th Avenue Trustee of the
Miami, Florida 33178-2428 Foundation
Arnaldo Perez 3655 N.W. 87th Avenue General Counsel of
Miami, Florida 33178-2428 Carnival Corporation and
Carnival plc,
Vice-President and
Assistant Secretary of
the Foundation
(c)(xix) RBS is a Jersey corporation the principal business of
which is to carry on the business of a trustee company generally. The address of
RBS is The Royal
39
Bank of Scotland Trust Company (Jersey) Limited, P.O. Box 298, St. Helier,
Jersey, Channels Islands. The name, residence or business address and principal
occupation or employment of each director, executive officer and controlling
person of RBS are set forth in Item 2(c)(xvii).
(c)(xx) Cititrust is a Jersey corporation the principal
business of which is to carry on the business of a trustee company generally.
The address of Cititrust is Cititrust (Jersey) Limited, P.O. Box 728, 38
Esplanade, St. Helier, Jersey, Channel Islands. The name, residence or business
address and principal occupation or employment of each director, executive
officer and controlling person of RBS are set forth in Item 2(c)(xvii).
(c)(xxi) JMD Protector is a Delaware corporation, the
principal business of which is to serve as a protector of certain trusts
established for the benefit of members of the Arison family or for certain
charitable purposes and has certain voting and dispositive rights with respect
to the Shares held by such trusts. The address of the corporation is 1201 North
Market Street, Wilmington, Delaware 19899-1347. The name, residence or business
address and principal occupation or employment of each director, executive
officer and controlling person of JMD Protector are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
James M. Dubin Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison
New York, New York 10019 LLP
John J. O'Neil Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison
New York, New York 10019 LLP
Eric Goodison Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison
New York, New York 10019 LLP
Stanford L. Morris, Nichols, Arsht & Attorney-at-Law at
Stevenson, III Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
40
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas R. Pulsifer Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Walter C. Tuthill Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
Richard B. Skor AFO LLC President and
P.O. Box 11-1605 Managing Officer
Miami, Florida 33111 of AFO LLC
(c)(xxii) Balluta is an Isle of Man Corporation, the principal
business of which is to serve as a protector of certain trusts established for
the benefit of members of the Arison family. The address of the corporation is
St. James Chambers, Athol Street, Douglas, Isle of Man. The name, residence or
business address and principal occupation or employment of each director,
executive officer and controlling person of Balluta are set forth in Item
2(c)(xi).
(c)(xxiii) The Marilyn Arison Delaware Trust is a Delaware
trust established for the benefit of Marilyn B. Arison. The business address of
the Marilyn Arison Delaware Trust is 1201 North Market Street, Wilmington,
Delaware 19899-1347. The sole trustee of the Marilyn Arison Delaware Trust is
JMD Delaware. The name, residence or business address and principal occupation
or employment of each director, executive officer and controlling person of JMD
Delaware are set forth in Item 2(c)(iii).
(c)(xxiv) MBA is a Delaware limited liability company whose
principal purpose is to hold and manage the investments previously held directly
by the Marilyn Arison Delaware Trust. The business address of MBA is 1201 North
Market Street, Wilmington, Delaware 19899-1347. The name, residence or business
address and principal occupation or employment of each director, executive
officer and controlling person of MBA are as follows:
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
James M. Dubin Paul, Weiss, Rifkind, Wharton Attorney-at-Law at
& Garrison LLP Paul, Weiss, Rifkind,
1285 Avenue of the Americas Wharton & Garrison
New York, New York 10019 LLP
Stanford L. Morris, Nichols, Arsht & Attorney-at-Law at
Stevenson, III Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
41
RESIDENCE OR PRINCIPAL OCCUPATION
NAME BUSINESS ADDRESS OR EMPLOYMENT
Thomas R. Pulsifer Morris, Nichols, Arsht & Attorney-at-Law at
Tunnell MNA&T
1201 N. Market Street
Wilmington, Delaware 19899
(c)(xxv) The Michael Arison Continued Trust is a Delaware
trust established for the benefit of Michael Arison. The business address of
Michael Arison Continued Trust is 1201 North Market Street, Wilmington, Delaware
19899-1347. The sole trustee of the Michael Arison Continued Trust is JMD
Delaware. The name, residence or business address and principal occupation or
employment of each director, executive officer and controlling person of JMD
Delaware are set forth in Item 2(c)(iii).
(c)(xxvi) The Michael Arison 1999 Trust is a Delaware trust
established for the benefit of Michael Arison. The business address of the
Michael Arison 1999 Trust is 1201 North Market Street, Wilmington, Delaware
19899-1347. The sole trustee of the Michael Arison 1999 Trust is JMD Delaware.
The name, residence or business address and principal occupation of employment
of each director, executive officer and controlling person of JMD Delaware are
set forth in Item 2(c)(iii).
(d) During the last five years, none of the Reporting Persons
nor any of their respective general partners, executive officers, directors or
controlling persons was convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons
nor any of their respective general partners, executive officers, directors or
controlling persons was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in or being subject to a
judgment, decree or final order enjoining such person from future violations of
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation of such laws by any such person.
(f) The natural persons who are Reporting Persons or officers,
directors or controlling persons of the Reporting Persons have the following
citizenship:
Marilyn Arison, Micky Arison, John J. O'Neil, James M. Dubin, Henry
Eckstein, Eric Goodison, Stanford L. Stevenson, III, Thomas R.
Pulsifer, D. Smith Freeman, Walter C. Tuthill, Richard B. Skor and
Arnaldo Perez: United States;
Shari Arison, Jason Arison and David Arison: Israel and United States;
Madeleine Arison, David Michael William Ballingall, Alan Crowther,
Anthony Daly, Clive Jones, Barry Derek Poole, Timothy Paul Renault,
Philip Peter Scales, Debbie Sebire, John Anthony Heaps, David
Neuschaffer, Robert James Banfield and Thomas Rilko: British; and
Maria del Carmen Butler: The Bahamas.
42
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons, the Arison family and other related
parties owned a significant portion of Carnival Corporation's outstanding common
stock prior to its initial public offering. As a result of various transfers
between and among the Reporting Persons, the Arison family and related parties,
the Reporting Persons became subject to the filing requirements of Section 13(d)
under the Act.
On April 17, 2003, Carnival Corporation and Carnival plc
completed a dual listed company (or "DLC") transaction. As part of the DLC
transaction, Carnival plc issued the Special Voting Share and transferred the
Special Voting Share to the trustee of the P&O Princess Special Voting Trust, a
trust established under the laws of the Cayman Islands. Trust Shares of
beneficial interest in the P&O Princess Special Voting Trust were transferred to
Carnival Corporation. The Trust Shares represent a beneficial interest in the
Special Voting Share. Immediately following the transfer, Carnival Corporation
distributed the Trust Shares by way of a dividend to holders of shares of the
Carnival Corporation Common Stock. The Trust Shares are paired with, and
evidenced by, certificates representing shares of Carnival Corporation Common
Stock on a one-for-one basis. Each share of Carnival Corporation Common Stock
and the paired Trust Share may not be transferred separately. The Carnival
Corporation Common Stock and the Trust Shares (including the beneficial
interests in the Special Voting Share) are listed and trade together on the New
York Stock Exchange under the ticker symbol "CCL".
In connection with the DLC transaction, the Reporting Persons
acquired an aggregate of 273,526,147 Trust Shares.
Except as set forth in this Item 4, none of the Reporting
Persons has any current plans or proposals which relate to or would result in
any of the events described in clauses (a) through (j) of the instructions to
Item 4 of Schedule 13D of the Act.
43
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
All ownership percentages set forth herein assume that there
are 628,661,981 Shares outstanding, based on (1) 586,980,179 shares of Carnival
Corporation Common Stock, representing the total number of shares reported in
the Quarterly Report on Form 10-Q of Carnival Corporation for the quarter ending
February 28, 2003 to be outstanding as of April 9, 2003, (2) shares of Carnival
Corporation Common Stock subsequently issued upon the exercise of options and
(3) 41,679,502 shares of Carnival Corporation Common Stock issued by Carnival
Corporation in connection with its partial share offer made to holders of the
Ordinary Shares of 50 cents each of Carnival plc that was completed on April 17,
2003.
TAMMS L.P. may be deemed to own beneficially 3,653,168 Shares
(approximately 0.6% of the total number of Shares outstanding). TAMMS L.P. has
sole voting power and sole dispositive power over the 3,653,168 Shares held by
TAMMS L.P.
TAMMS Corp. is the Managing General Partner of TAMMS L.P. and
as such is entitled, pursuant to the Limited Partnership Agreement, to exercise
all voting rights with respect to the Shares held by TAMMS L.P. TAMMS Corp. may
be deemed to own beneficially all the 3,653,168 Shares (approximately 0.6% of
the total number of Shares outstanding) beneficially owned by TAMMS L.P. TAMMS
Corp. has sole voting power over the 3,653,168 Shares directly held by TAMMS
L.P. Pursuant to the Limited Partnership Agreement, the Managing General Partner
of TAMMS L.P. can dispose of up to 10% in value of the property of TAMMS L.P. To
dispose of a greater amount of the property, consent of a majority interest of
the partners in TAMMS L.P. is needed. Thus, TAMMS Corp. has sole dispositive
power over 365,316 Shares held by TAMMS L.P. and shares dispositive power over
the remaining 3,287,852 Shares held by TAMMS L.P.
The Micky Arison Continued Trust beneficially owns an
aggregate of 2,124,560 Shares (approximately 0.3% of the total number of Shares
outstanding), all of which it holds directly. The Micky Arison Continued Trust
has sole voting and dispositive power with respect to the 2,124,560 Shares held
by it.
The Micky Arison 1997 Trust beneficially owns 6,102,187 Shares
(approximately 1.0% of the total number of Shares outstanding), by virtue of
being the sole stockholder of MA 1997, Inc. The Micky Arison 1997 Trust has sole
voting and dispositive power with respect to all such Shares.
MA 1997, L.P. beneficially owns an aggregate of 6,102,187
Shares (approximately 1.0% of the total number of Shares outstanding), all of
which it holds directly. MA 1997, L.P. has sole voting and dispositive power
with respect to all such Shares that it holds directly.
MA 1997, Inc. beneficially owns an aggregate of 6,102,187
Shares (approximately 1.0% of the total number of Shares outstanding), by virtue
of being the general partner of MA 1997, L.P. MA 1997, Inc. has sole voting and
dispositive power with respect to all such Shares.
44
The B Trust beneficially owns 106,114,284 Shares
(approximately 16.9% of the total number of Shares outstanding), by virtue of
being the sole stockholder of B Shares, Inc., the general partner of B Shares,
L.P. The B Trust has sole voting power and dispositive power with respect to all
such Shares held by B Shares, L.P.
B Shares, L.P. beneficially owns an aggregate of 106,114,284
Shares (approximately 16.9% of the total number of Shares outstanding), which
its holds directly. B Shares, L.P. has sole voting and dispositive power with
respect to all such Shares.
B Shares, Inc. beneficially owns an aggregate of 106,114,284
Shares (approximately 16.9% of the total number of Shares outstanding), by
virtue of being the general partner of B Shares, L.P. B Shares, Inc. has sole
voting and dispositive power with respect to all such Shares.
Micky Arison beneficially owns an aggregate of 224,010,503
Shares (approximately 35.6% of the total number of Shares outstanding), 408,000
Shares of which are underlying vested options which he holds directly, 6,102,187
Shares with respect to which he has a beneficial interest by virtue of the
interest and authority granted to him under the trust instrument for the Micky
Arison 1997 Trust, 106,114,284 Shares with respect to which he has a beneficial
interest by virtue of the interest and authority granted to him under the trust
instrument for the B Trust and 111,386,032 Shares with respect to which he has a
beneficial interest by virtue of the interest and authority granted to him under
the last will of Ted Arison, dated July 8, 1999. Micky Arison has shared
dispositive and voting power with respect to the 46,145,830 Shares held by the
Lin Trust No. 2, with respect to 46,701,809 Shares held by the Shari Arison
Trust No. 1 and with respect to 1,000,000 Shares held by the Michael Arison 1999
Trust. Micky Arison has sole voting power with respect to the 6,102,187 Shares
indirectly held by the Micky Arison 1997 Trust. Micky Arison has sole voting and
dispositive power with respect to the 17,538,393 Shares held by the 1997
Irrevocable Trust for Micky Arison, the 106,114,284 Shares indirectly held by
the B Trust and the 408,000 Shares underlying vested options.
Because of his status as President and Treasurer of TAMMS
Corp., Micky Arison may be deemed to share voting power with respect to the
3,653,168 Shares beneficially owned by TAMMS L.P. Micky Arison disclaims
beneficial ownership of the 3,653,168 Shares owned by TAMMS L.P. which are
beneficially owned by the partners of TAMMS L.P. Accordingly, Micky Arison has
not reported beneficial ownership of any of the Shares held by TAMMS L.P.
The Shari Arison Guernsey Trust beneficially owns an aggregate
of 5,102,708 Shares (approximately 0.8% of the total number of Shares
outstanding), 4,000,000 of which it owns directly and 1,102,708 of which it
holds beneficially by virtue of its interest in TAMMS L.P. The Shari Arison
Guernsey Trust has shared dispositive power over all such Shares.
The Shari Arison Continued Trust beneficially owns an
aggregate of 3,759,010 Shares (approximately 0.6% of the total number of Shares
outstanding), 3,000,000 of which it holds directly and 759,010 of which it holds
beneficially by virtue of
45
its interest in TAMMS L.P. The Shari Arison Continued Trust has sole voting and
dispositive power with respect to the 3,000,000 Shares held by it and shares
dispositive power over the 759,010 Shares held by TAMMS L.P.
The Shari Arison Trust No. 1 beneficially owns the 76,787,525
Shares for which it exercises shared dispositive power (approximately 12.2% of
the total number of Shares outstanding).
Shari Arison beneficially owns 7,353,908 Shares (approximately
1.2% of the total number of Shares outstanding). Shari Arison has sole voting
power and shared dispositive power with respect to 4,000,000 Shares directly
held by the Shari Arison Guernsey Trust and shared dispositive power with
respect to the trust's ownership interest in the 1,102,708 Shares held by TAMMS
L.P. Because Shari Arison is Chairman and President of the Foundation, she may
be deemed to beneficially own the 2,250,000 Shares held by the Foundation and
have sole voting and dispositive power over such Shares. Ms. Arison also may be
deemed to beneficially own 1,200 Shares held by her children and have shared
voting and dispositive power over such Shares. Ms. Arison disclaims beneficial
ownership of such Shares held by her children and the Foundation.
JMD Delaware beneficially owns an aggregate of 19,177,207
Shares (approximately 3.1% of the total number of Shares outstanding), by virtue
of being the trustee of the Shari Arison Continued Trust, the Micky Arison
Continued Trust, the Marilyn Arison Delaware Trust, the Michael Arison Continued
Trust, the Michael Arison 1999 Trust and the Micky Arison 1997 Trust. JMD
Delaware has shared voting and sole dispositive power with respect to the Shares
held by the Michael Arison 1999 Trust. JMD Delaware has sole voting and
dispositive power with respect to the Shares held by the Micky Arison Continued
Trust and certain Shares held by each of the Shari Arison Continued Trust, the
Marilyn Arison Delaware Trust and the Michael Arison Continued Trust. JMD
Delaware has sole voting and shared dispositive power with respect to certain
Shares held by each of the Shari Arison Continued Trust, the Marilyn Arison
Delaware Trust and the Michael Arison Continued Trust. JMD Delaware has sole
dispositive power with respect to the Shares directly held by MA 1997 L.P. by
virtue of being the trustee of the Micky Arison 1997 Trust. Accordingly, JMD
Delaware may be deemed to beneficially own such Shares for which it expresses
voting and dispositive power. JMD Delaware disclaims beneficial ownership of all
such Shares.
James M. Dubin beneficially owns an aggregate of 147,214,270
Shares (approximately 23.4% of the total number of Shares outstanding), 1,000
Shares of which he holds directly and 147,213,270 Shares with respect to which
he has a beneficial interest by virtue of being the sole shareholder of JMD
Delaware, JMD Protector and Balluta. Mr. Dubin has shared voting and dispositive
power with respect to the Shares held by the Lin Trust No. 2 and certain Shares
held by the Shari Arison Trust No. 1. Mr. Dubin has shared voting and sole
dispositive power with respect to the Shares held by the Michael Arison 1999
Trust. Mr. Dubin has sole voting and dispositive power with respect to the
Shares held by the Micky Arison Continued Trust and certain Shares held by each
of the Shari Arison Continued Trust, the Marilyn Arison Delaware Trust, the
Michael Arison Continued Trust
46
and the Shari Arison Trust No. 1. Mr. Dubin has shared dispositive power with
respect to Shares held by the Shari Arison Guernsey Trust and certain Shares
held by each of the Shari Arison Continued Trust, the Marilyn Arison Delaware
Trust and the Michael Arison Continued Trust. Mr. Dubin has sole dispositive
power with respect to the Shares indirectly held by the Micky Arison 1997 Trust.
Accordingly, Mr. Dubin may be deemed to beneficially own such Shares for which
he exercises voting and dispositive power. Mr. Dubin disclaims beneficial
ownership of all such Shares, except for the 1,000 Shares he holds directly.
The Lin Trust No. 2 beneficially owns the 46,145,830 Shares
for which it exercises shared dispositive power (approximately 7.3% of the total
number of Shares outstanding).
The Foundation beneficially owns the 2,250,000 Shares for
which it exercises sole voting and dispositive power (approximately 0.4% of the
total number of Shares outstanding).
RBS beneficially owns 46,145,830 Shares (approximately 7.3% of
the total number of Shares outstanding), by virtue of being the trustee of the
Lin Trust No. 2. RBS has shared dispositive power with respect to the Shares
held by the Lin Trust No. 2. Accordingly, RBS may be deemed to beneficially own
such Shares for which it exercises such dispositive power. RBS disclaims
beneficial ownership of such Shares.
Cititrust beneficially owns 76,787,525 Shares (approximately
12.2% of the total number of Shares outstanding), by virtue of being the trustee
of the Shari Arison Trust No. 1. Cititrust has shared dispositive power with
respect to the Shares held by the Shari Arison Trust No. 1. Accordingly,
Cititrust may be deemed to beneficially own such Shares for which it exercises
shared dispositive power. Cititrust disclaims beneficial ownership of such
Shares.
JMD Protector beneficially owns an aggregate of 122,933,355
Shares (approximately 19.6% of the total number of Shares outstanding), by
virtue of being the protector of the Shari Arison Trust No. 1 and the Lin Trust
No. 2. JMD Protector has shared dispositive power with respect to Shares held by
the Shari Arison Trust No. 1 and the Lin Trust No. 2. JMD Protector has shared
voting power with respect to the Shares held by the Lin Trust No. 2 and certain
Shares held by the Shari Arison Trust No. 1, and has sole voting power with
respect to certain Shares held by the Shari Arison Trust No. 1. Accordingly, JMD
Protector may be deemed to beneficially own such Shares for which it exercises
shared voting and dispositive power. JMD Protector disclaims beneficial
ownership of all such Shares.
Balluta beneficially owns 5,102,708 Shares (approximately 0.8%
of the total number of Shares outstanding), by virtue of being the trustee of
the Shari Arison Guernsey Trust. Balluta shares dispositive power with respect
to the 4,000,000 Shares directly held by the Shari Arison Guernsey Trust and
with respect to 1,102,708 Shares held by TAMMS L.P. Accordingly, Balluta may be
deemed to beneficially own such Shares for which it exercises shared dispositive
power. Balluta disclaims beneficial ownership of such Shares.
47
The Marilyn Arison Delaware Trust beneficially owns an
aggregate of 1,432,440 Shares (approximately 0.2% of the total number of Shares
outstanding), 400,000 of which it holds beneficially by virtue of its interest
in MBA and 1,000,000 of which it holds beneficially by virtue of the limited
partnership interest of MBA in TAMMS, L.P. The Marilyn Arison Delaware Trust has
sole voting and dispositive power with respect to the 400,000 Shares directly
held by MBA and exercises shared dispositive power over the 1,032,440 Shares
held by TAMMS L.P.
MBA beneficially owns an aggregate of 1,432,440 Shares
(approximately 0.2% of the total number of Shares outstanding), 400,000 Shares
of which it holds directly and 1,032,440 Shares of which it owns beneficially by
virtue of its interest in TAMMS L.P. MBA has sole voting and dispositive power
over the 400,000 Shares it holds directly and exercises shared dispositive power
over the 1,032,440 Shares held by TAMMS L.P.
The Michael Arison Continued Trust beneficially owns an
aggregate of 4,759,010 Shares (approximately 0.8% of the total number of Shares
outstanding), 4,000,000 of which it holds directly and 759,010 of which it holds
beneficially by virtue of its interest in TAMMS L.P. The Michael Arison
Continued Trust has sole voting and dispositive power with respect to the
4,000,000 Shares held by it and shares dispositive power over the 759,010 Shares
held by TAMMS L.P.
The Michael Arison 1999 Trust owns an aggregate of 1,000,000
Shares (approximately 0.2% of the total number of Shares outstanding). The
Michael Arison 1999 Trust has shared voting power and sole dispositive power
with respect to the 1,000,000 Shares held by it.
The Reporting Persons, as a group, beneficially own an
aggregate of 273,526,147 Shares (approximately 43.5% of the total number of
Shares outstanding). The Reporting Persons, as a group, have sole voting and
dispositive power over all such Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
The Limited Partnership Agreement, among TAMMS Corp. as
Managing General Partner and each of the Shari Arison Continued Trust, the
Michael Arison Continued Trust, Micky Arison, The Shari Arison Guernsey Trust
and MBA as limited partners was formed for the purposes described in Item 2
above. Pursuant to the Limited Partnership Agreement, the Managing General
Partner is specifically authorized to, among other things, (i) exercise the
voting rights associated with the shares of Carnival Corporation Common Stock
owned by TAMMS L.P., and (ii) sell, exchange or convey the shares of Carnival
Corporation Common Stock and the Trust Shares owned by TAMMS L.P., provided that
the Managing General Partner may not sell, lease, transfer, assign, pledge or
encumber 10% or more in value of the property of TAMMS L.P. (including the
Shares) without the consent of partners holding in the aggregate a majority
interest in TAMMS L.P. (except in the case of withdrawal of a partner or
dissolution of TAMMS L.P.).
48
On January 1, 1998, Micky Arison entered into an Executive
Long-Term Compensation Agreement with Carnival Corporation pursuant to which,
among other things, Micky Arison shall receive on an annual basis 120,000
employee stock options and 60,000 restricted shares of Carnival Corporation
Common Stock (or Shares following the completion of the DLC transaction),
contingent upon satisfactory performance. These shares vest on the fifth
anniversary of the date of the annual grant. Pursuant to this agreement, Micky
Arison holds 408,000 underlying vested options.
B Shares, L.P. entered into an amended and restated pledge
agreement with JPMorgan Chase Bank, dated as of December 13, 2001 and amended on
January 13, 2003. B Shares, L.P. pledged to the bank 11,000,000 shares of Common
Stock as security under a credit facility.
MA 1997, L.P. entered into an amended and restated pledge
agreement and an amended and restated guaranty with JPMorgan Chase Bank, dated
as of December 13, 2001 and amended on July 18, 2002 and January 27, 2003. MA
1997, L.P. pledged to the bank 2,000,000 shares of Common Stock as security for
a loan.
The Michael Arison Continued Trust entered into an amendment
to a pledge agreement with SunTrust Bank, dated as of July 2, 2002. The Michael
Arison Continued Trust pledged 3,700,000 million shares to SunTrust Bank to
secure a loan.
The Michael Arison Continued Trust entered into an agreement
with The Northern Trust Company and pledged 300,000 shares of Common Stock as
security for a line of credit.
References to, and descriptions of, each of the agreements
described in this Item 6 are qualified in their entirety by reference to the
copies of such agreements which have been previously filed and are incorporated
by reference in this Item 6 in their entirety where such references and
descriptions appear.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following exhibits have been filed with this Schedule 13D
or incorporated by reference herein.
Exhibit 1 Joint Filing Agreement, dated as of April 28, 2003, among
TAMMS L.P., TAMMS Corp., the Micky Arison Continued Trust, the
Micky Arison 1997 Trust, MA 1997, L.P., MA 1997, Inc., the B
Trust, B Shares, L.P., B Shares, Inc., Micky Arison, the Shari
Arison Guernsey Trust, the Shari Arison Continued Trust, the
Shari Arison Trust No. 1, Shari Arison, JMD Delaware, James M.
Dubin, the Lin Trust No. 2, the Foundation, RBS, Cititrust,
JMD Protector, Balluta Limited , the Marilyn Arison Delaware
Trust, MBA, Michael Arison Continued Trust and the Michael
Arison 1999 Trust.
Exhibit 2 Amended and Restated Limited Partnership Agreement, dated as
of January 31, 1992 (the "Limited Partnership Agreement"),
among TAMMS Corp. as
49
Managing General Partner and each of the Shari Arison
Continued Trust, the Michael Arison Continued Trust, Micky
Arison, The Shari Arison Guernsey Trust and MBA as limited
partners (previously filed).
Exhibit 3 Amendment No. 1 to Limited Partnership Agreement dated July 7,
1993 (previously filed).
Exhibit 4 Nonqualified Stock Option Agreement, dated as of June 6,
1995, between Carnival Corporation and Micky Arison
(previously filed).
Exhibit 5 Executive Long-Term Compensation Agreement, dated as of
January 1, 1998, between Carnival Corporation and Micky Arison
(previously filed).
Exhibit 6 Amended and Restated Pledge Agreement, dated as of December
13, 2001, between MA 1997 Holdings, L.P. and JPMorgan Chase
Bank (previously filed).
Exhibit 7 First Modification of Amended and Restated Pledge Agreement,
dated as of January 27, 2003, between MA 1997 Holdings, L.P.
and JPMorgan Chase Bank (previously filed).
Exhibit 8 Amended and Restated Credit Agreement, dated December 13,
2001, between MA 1994 B Shares, L.P. and JPMorgan Chase Bank
(previously filed).
Exhibit 9 First Modification of Amended and Restated Credit Agreement,
dated as of July 18, 2002, between MA 1994 B Shares, L.P. and
JPMorgan Chase Bank.
Exhibit 10 Second Modification of Amended and Restated Credit
Agreement, dated as of January 13, 2003, between MA 1994 B
Shares, L.P. and JPMorgan Chase Bank (previously filed).
Exhibit 11 Assignment and Pledge of Account and Account Assets, dated
as of June 19, 2000, between Michael Arison Continued Trust in
favor of Citibank, N.A., as collateral agent for Citicorp USA,
Inc. (previously filed).
Exhibit 12 Amendment No. 1 to Assignment and Pledge of Account and
Account Assets, dated as of February 1, 2001, between Michael
Arison Continued Trust in favor of Citibank, N.A., as
collateral agent for Citicorp USA, Inc. (previously filed).
Exhibit 13 Amendment No. 2 to Assignment and Pledge of Account and
Account Assets, dated as of July 27, 2001, between Michael
Arison Continued Trust in favor of SunTrust Bank (previously
filed).
Exhibit 14 Amendment No. 3 to Assignment and Pledge of Account and
Account Assets, dated as of July 2, 2002, between JMD
Delaware, Inc. as trustee of
50
the Michael Arison Continued Trust in favor of SunTrust Bank
(previously filed).
Exhibit 15 Checking Account Overdraft Agreement, dated as of September
27, 2002, between The Northern Trust Company and JMD Delaware,
Inc., as Trustee for the Continued Trust for Michael Arison
(previously filed).
51
SIGNATURES
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: April 28, 2003
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT
CORPORATION, MANAGING
GENERAL PARTNER
By: /s/ Micky Arison
-------------------------------------
Micky Arison, President
TAMMS MANAGEMENT CORPORATION
By: /s/ Micky Arison
-------------------------------------
Micky Arison, President
CONTINUED TRUST FOR MICKY
ARISON, JMD DELAWARE, INC.,
TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MICKY ARISON 1997 HOLDINGS
TRUST, JMD DELAWARE, INC.,
TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MICKY ARISON 1994 "B" TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MA 1997 HOLDINGS, L.P., MA 1997
HOLDINGS, INC., GENERAL PARTNER
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MA 1997 HOLDINGS, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MA 1994 B SHARES, L.P., MA 1994
B SHARES, INC., GENERAL PARTNER
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MA 1994 B SHARES, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
/s/ Micky Arison
- ----------------------------
Micky Arison
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, BALLUTA
LIMITED, TRUSTEE
By: /s/ Robert J. Banfield
-------------------------------------
Robert J. Banfield
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, JMD DELAWARE,
INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1, CITITRUST
(JERSEY) LIMITED, TRUSTEE
By: /s/ Anthony Daly
-------------------------------------
Anthony Daly, Director
/s/ Shari Arison
- ----------------------------
Shari Arison
JMD DELAWARE, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
/s/ James M. Dubin
- ----------------------------
James M. Dubin
BALLUTA LIMITED
By: /s/ Robert J. Banfield
-------------------------------------
Robert J. Banfield
1992 IRREVOCABLE TRUST FOR LIN
NUMBER TWO, THE ROYAL BANK OF
SCOTLAND TRUST COMPANY
(JERSEY) LIMITED, TRUSTEE
By: /s/ David Neuschaffer
-------------------------------------
David Neuschaffer
By: /s/ Timothy Renault
-------------------------------------
Timothy Renault
THE TED ARISON FAMILY
FOUNDATION USA, INC.
By: /s/ Arnaldo Perez
-------------------------------------
Arnaldo Perez
THE ROYAL BANK OF SCOTLAND
TRUST COMPANY (JERSEY) LIMITED
By: /s/ David Neuschaffer
-------------------------------------
David Neuschaffer
By: /s/ Timothy Renault
-------------------------------------
Timothy Renault
MBA I, LLC
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Vice President and Secretary
CITITRUST (JERSEY) LIMITED
By: /s/ Anthony Daly
-------------------------------------
Anthony Daly, Director
JMD PROTECTOR, INC.
By: /s/ James M. Dubin
-------------------------------------
James M. Dubin
President, Director
MARILYN B. ARISON IRREVOCABLE
DELAWARE TRUST, JMD DELAWARE,
INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
CONTINUED TRUST FOR
MICHAEL ARISON, JMD DELAWARE,
INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MICHAEL ARISON 1999
IRREVOCABLE DELAWARE TRUST
JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
INDEX TO EXHIBITS
EXHIBITS
Exhibit 1 Joint Filing Agreement, dated as of April 28, 2003, among
TAMMS L.P., TAMMS Corp., the Micky Arison Continued Trust, the
Micky Arison 1997 Trust, MA 1997, L.P., MA 1997, Inc., the B
Trust, B Shares, L.P., B Shares, Inc., Micky Arison, the Shari
Arison Guernsey Trust, the Shari Arison Continued Trust, the
Shari Arison Trust No. 1, Shari Arison, JMD Delaware, James M.
Dubin, the Lin Trust No. 2, the Foundation, RBS, Cititrust,
JMD Protector, Balluta Limited, the Marilyn Arison Delaware
Trust, MBA, Michael Arison Continued Trust and the Michael
Arison 1999 Trust.
Exhibit 2 Amended and Restated Limited Partnership Agreement, dated as
of January 31, 1992 (the "Limited Partnership Agreement"),
among TAMMS Corp. as Managing General Partner and each of the
Shari Arison Continued Trust, the Michael Arison Continued
Trust, Micky Arison, The Shari Arison Guernsey Trust and MBA
as limited partners (previously filed).
Exhibit 3 Amendment No. 1 to Limited Partnership Agreement dated July 7,
1993 (previously filed).
Exhibit 4 Nonqualified Stock Option Agreement, dated as of June 6, 1995,
between Carnival Corporation and Micky Arison (previously
filed).
Exhibit 5 Executive Long-Term Compensation Agreement, dated as of
January 1, 1998, between Carnival Corporation and Micky Arison
(previously filed).
Exhibit 6 Amended and Restated Pledge Agreement, dated as of December
13, 2001, between MA 1997 Holdings, L.P. and JPMorgan Chase
Bank. (previously filed).
Exhibit 7 First Modification of Amended and Restated Pledge Agreement,
dated as of January 27, 2003, between MA 1997 Holdings, L.P.
and JPMorgan Chase Bank (previously filed).
Exhibit 8 Amended and Restated Credit Agreement, dated December 13,
2001, between MA 1994 B Shares, L.P. and JPMorgan Chase Bank
(previously filed).
Exhibit 9 First Modification of Amended and Restated Credit Agreement,
dated as of July 18, 2002, between MA 1994 B Shares, L.P. and
JPMorgan Chase Bank.
Exhibit 10 Second Modification of Amended and Restated Credit Agreement,
dated as of January 13, 2003, between MA 1994 B Shares, L.P.
and JPMorgan Chase Bank (previously filed).
Exhibit 11 Assignment and Pledge of Account and Account Assets, dated
as of June 19, 2000, between Michael Arison Continued Trust in
favor of Citibank, N.A., as collateral agent for Citicorp USA,
Inc. (previously filed).
Exhibit 12 Amendment No. 1 to Assignment and Pledge of Account and
Account Assets, dated as of February 1, 2001, between Michael
Arison Continued Trust in favor of Citibank, N.A., as
collateral agent for Citicorp USA, Inc. (previously filed).
Exhibit 13 Amendment No. 2 to Assignment and Pledge of Account and
Account Assets, dated as of July 27, 2001, between Michael
Arison Continued Trust in favor of SunTrust Bank (previously
filed).
Exhibit 14 Amendment No. 3 to Assignment and Pledge of Account and
Account Assets, dated as of July 2, 2002, between JMD
Delaware, Inc. as trustee of the Michael Arison Continued
Trust in favor of SunTrust Bank (previously filed).
Exhibit 15 Checking Account Overdraft Agreement, dated as of September
27, 2002, between The Northern Trust Company and JMD Delaware,
Inc., as Trustee for the Continued Trust for Michael Arison
(previously filed).
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of this Schedule 13D, dated April 28, 2003. This Joint
Filing Agreement shall be included as an Exhibit to such joint filing. In
evidence thereof, each of the undersigned, being duly authorized, hereby
executed this Agreement this 28th day of April, 2003.
Date: April 28, 2003
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT
CORPORATION, MANAGING
GENERAL PARTNER
By: /s/ Micky Arison
-------------------------------------
Micky Arison, President
TAMMS MANAGEMENT CORPORATION
By: /s/ Micky Arison
-------------------------------------
Micky Arison, President
CONTINUED TRUST FOR MICKY
ARISON, JMD DELAWARE, INC.,
TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MICKY ARISON 1997 HOLDINGS
TRUST, JMD DELAWARE, INC.,
TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MA 1997 HOLDINGS, L.P., MA 1997
HOLDINGS, INC., GENERAL PARTNER
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MA 1997 HOLDINGS, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MICKY ARISON 1994 "B" TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MA 1994 B SHARES, L.P., MA 1994
B SHARES, INC., GENERAL PARTNER
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MA 1994 B SHARES, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
/s/ Micky Arison
- ----------------------------
Micky Arison
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, BALLUTA
LIMITED, TRUSTEE
By: /s/ Robert J. Banfield
-------------------------------------
Robert J. Banfield
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, JMD DELAWARE,
INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1, CITITRUST
(JERSEY) LIMITED, TRUSTEE
By: /s/ Anthony Daly
-------------------------------------
Anthony Daly, Director
/s/ Shari Arison
- ----------------------------
Shari Arison
JMD DELAWARE, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
/s/ James M. Dubin
- ----------------------------
James M. Dubin
1992 IRREVOCABLE TRUST FOR LIN
NUMBER TWO, THE ROYAL BANK OF
SCOTLAND TRUST COMPANY
(JERSEY) LIMITED, TRUSTEE
By: /s/ David Neuschaffer
-------------------------------------
David Neuschaffer
By: /s/ Timothy Renault
-------------------------------------
Timothy Renault
THE TED ARISON FAMILY
FOUNDATION USA, INC.
By: /s/ Arnaldo Perez
-------------------------------------
Arnaldo Perez
THE ROYAL BANK OF SCOTLAND
TRUST COMPANY (JERSEY) LIMITED
By: /s/ David Neuschaffer
-------------------------------------
David Neuschaffer
By: /s/ Timothy Renault
-------------------------------------
Timothy Renault
MBA I, LLC
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Vice President and Secretary
CITITRUST (JERSEY) LIMITED
By: /s/ Anthony Daly
-------------------------------------
Anthony Daly, Director
JMD PROTECTOR, INC.
By: /s/ James M. Dubin
-------------------------------------
James M. Dubin
President, Director
BALLUTA LIMITED
By: /s/ Robert J. Banfield
-------------------------------------
Robert J. Banfield
MARILYN B. ARISON IRREVOCABLE
DELAWARE TRUST, JMD DELAWARE,
INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
CONTINUED TRUST FOR
MICHAEL ARISON, JMD DELAWARE,
INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MICHAEL ARISON 1999
IRREVOCABLE DELAWARE TRUST
JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
EXHIBIT 9
---------
EXECUTION COPY
FIRST MODIFICATION OF AMENDED AND RESTATED PLEDGE AGREEMENT
This First Modification of Amended and Restated Pledge
Agreement ("Modification") is made as of July 18, 2002 by and between MA 1994 B
Shares, L.P. (the "Pledgor") and JPMorgan Chase Bank (the "Bank").
WITNESSETH
WHEREAS, the Pledgor and the Bank have previously entered into
that certain Amended and Restated Pledge Agreement dated as of December 13, 2001
(as the same may be further amended from time to time, the "Pledge Agreement"),
pursuant to which the Pledgor has pledged and granted to the Bank a security
interest in certain assets as collateral security for the payment obligations of
Miami Heat Limited Partnership pursuant to that certain Amended and Restated
Credit Agreement dated as of December 13, 2001 between Miami Heat Limited
Partnership ("MHLP") and the Bank, as amended by that certain First Modification
of Amended and Restated Credit Agreement dated as of February 28, 2002 between
MHLP and the Bank and that certain Second Modification of Amended and Restated
Credit Agreement dated as of the date hereof between MHLP and the Bank;
WHEREAS, the Pledgor and the Bank have agreed to modify
certain terms of the Pledge Agreement as set forth herein;
NOW THEREFORE, for and in consideration of the foregoing
premises and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Pledgor and the Bank do hereby
agree as follows:
1. TERMS. Terms initially capitalized and used but not
defined herein shall have the meanings given them in the Pledge Agreement.
2. AMENDMENT TO THE PLEDGE AGREEMENT. Section 4(c) of
the Pledge Agreement is hereby amended by deleting in each instance in which
they occur, the words "thirty percent (30%)" and inserting in lieu thereof the
words "forty percent (40%)".
3. EFFECTIVENESS OF THIS MODIFICATION.The amendment set
forth above shall be effective as of July 18, 2002.
4. REPRESENTATIONS AND WARRANTIES OF PLEDGOR. The
representations and warranties of the Pledgor contained in Section 3 of the
Pledge Agreement (with any references therein to "this Agreement", "hereof",
"herein," "hereunder" or words of similar import being deemed to be references
to the Pledge Agreement as amended by this Modification) are true and correct in
all material respects on and as of the effective date of this Modification.
5. EFFECT ON PLEDGE AGREEMENT. Except as specifically
amended hereby, the terms and provisions of the Pledge Agreement are in all
other respects ratified and confirmed and remain in full force and effect. On
and after the effective date of this Modification, all references
to the Pledge Agreement in any Credit Document or any other document executed or
communication made in connection herewith or therewith shall mean and be a
reference to the Pledge Agreement as amended or otherwise modified by this
Modification.
6. GOVERNING LAW. This Modification shall be governed
and construed under the laws of the State of New York, without regard to the
conflict of law rules thereof.
7. CONSENT TO JURISDICTION. ALL ACTIONS OR PROCEEDINGS
IN ANY WAY ARISING OUT OF OR RELATED TO THIS MODIFICATION OR THE PLEDGE
AGREEMENT MAY BE LITIGATED IN COURTS HAVING SITUS IN THE BOROUGH OF MANHATTAN IN
NEW YORK CITY AND EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF
ANY COURT LOCATED WITHIN THE BOROUGH OF MANHATTAN IN NEW YORK CITY, WAIVES
PERSONAL SERVICE OF PROCESS UPON IT, AND AGREES THAT ALL SUCH SERVICE OF PROCESS
MAY BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PARTY AT THE ADDRESS STATED ON
THE SIGNATURE PAGE OF THE PLEDGE AGREEMENT AND SERVICE SO MADE WILL BE DEEMED TO
BE COMPLETED UPON ACTUAL RECEIPT.
8. WAIVER OF JURY TRIAL. THE PLEDGOR AND THE BANK EACH
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR
DEFEND ANY RIGHTS (i) UNDER THIS MODIFICATION, THE PLEDGE AGREEMENT OR ANY
RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR (ii)
ARISING FROM ANY BANKING RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY. EACH PARTY AGREES THAT IT WILL NOT ASSERT ANY CLAIM
AGAINST THE OTHER PARTY ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT,
CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES.
2
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound hereby, have executed and delivered this First Modification of Amended and
Restated Pledge Agreement as of the day and year first above written.
PLEDGOR BANK
MA 1994 B SHARES, L.P., JPMORGAN CHASE BANK
a Delaware limited partnership
By: MA 1994 B SHARES, INC.,
a Delaware corporation,
its General Partner
By: /s/ James M. Dubin By: /s/ Susan L. Pearson
-------------------------- --------------------------
Name: James M. Dubin Name: Susan L. Pearson
Title: President Title: Vice President
3
