As filed with the Securities and Exchange Commission on June 27, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FORM S-3 FORM S-3
CARNIVAL CORPORATION CARNIVAL PLC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF PANAMA ENGLAND AND WALES
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
59-1562976 NONE
(I.R.S. EMPLOYER IDENTIFICATION NO.)
3655 N.W. 87TH AVENUE CARNIVAL HOUSE
MIAMI, FLORIDA 33178-2428 5 GAINSFORD STREET
(305) 599-2600 LONDON, SE1 2NE
011 44 20 7805 1200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ARNALDO PEREZ, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
CARNIVAL CORPORATION
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
(305) 599-2600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
JOHN C. KENNEDY, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019-6064
(212) 373-3000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO
PUBLIC: As soon as practicable after the effective date of this registration
statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [_]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering: [_] ______
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
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Pursuant to Rule 429 under the Securities Act of 1933, the prospectus contained
in this Registration Statement also relates to the Registration Statement on
Form S-3 (Registration No. 33-63563), filed by Carnival Corporation, registering
the issuance of up to 150,000 shares of Carnival Corporation Common Stock for
issuance under the Plan referred to herein.
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
MAXIMUM AGGREGATE
AMOUNT TO BE OFFERING PRICE OFFERING PRICE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
Carnival Corporation common stock, 850,000 (1) $31.96 (2) $27,166,000.00 (2) $2,198.00
par value $0.01
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Carnival plc, special voting share, 1 $ 1.66 (4) $ 1.66 --- (5)
(pound) 1.00 par value (3)
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Trust shares of beneficial interest in 1,000,000 (9) N/A N/A N/A (6)
P&O Princess Special Voting Trust (7)(8)
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(1) Includes an indeterminate number of shares of Carnival Corporation common
stock that may be issuable as a result of adjustments for stock splits,
stock dividends and similar transactions.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(c) under the Securities Act of 1933 based on the
average high and low price of Carnival Corporation common stock on June 24,
2003, as reported on the New York Stock Exchange.
(3) Represents one special voting share of Carnival plc issued to the P&O
Princess Special Voting Trust in connection with the dual listed company
transaction completed by Carnival plc and Carnival Corporation on April 17,
2003.
(4) Based on an exchange rate of US$1.66067 = (pound)1.00 as of June 26, 2003.
(5) The filing fee with respect to this share is less than $0.01.
(6) Participants in the Automatic Dividend Reinvestment Plan will not pay any
separate consideration in respect of the trust shares (or the corresponding
beneficial interest in the special voting share of Carnival plc), and
Carnival plc will not receive any cash or other consideration in respect of
the trust shares or the special voting share. Accordingly, no registration
fee is payable in respect of the trust shares.
(7) Represents trust shares of beneficial interest in the P&O Princess Special
Voting Trust. In connection with the dual listed company transaction, one
trust share is paired with each share of Carnival Corporation common stock
and is not transferable separately from the share of Carnival Corporation
common stock.
(8) Upon each issuance of shares of Carnival Corporation common stock in
connection with the Automatic Dividend Reinvestment Plan, participants will
receive both shares of Carnival Corporation common stock and an equivalent
number of trust shares (which represent a beneficial interest in the
special voting share of Carnival plc).
(9) Includes an indeterminate number of trust shares that may be issuable as a
result of adjustments for stock splits, stock dividends and similar
transactions.
EXPLANATORY NOTE
This joint registration statement consists of (1) a Registration
Statement on Form S-3 of Carnival Corporation and (2) a Registration Statement
on Form S-3 of Carnival plc (formerly known as P&O Princess Cruises plc), in
each case relating to the Automatic Dividend Reinvestment Plan, or Plan, of
Carnival Corporation. The Plan permits holders of shares of common stock of
Carnival Corporation ("Carnival Corporation Common Stock") to purchase
additional shares of Carnival Corporation Common Stock without payment of any
brokerage commission or service charge.
On April 17, 2003, Carnival Corporation and Carnival plc completed a
dual listed company transaction, or DLC transaction, which implemented Carnival
Corporation & plc's DLC structure. As part of the DLC transaction, Carnival plc
issued a special voting share to Carnival Corporation, which transferred such
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 property subject to the P&O Princess Special Voting Trust were
issued to Carnival Corporation. The trust shares represent a beneficial interest
in the Carnival plc special voting share. Immediately following such issuance,
Carnival Corporation distributed such trust shares by way of a dividend to
holders of shares of Carnival Corporation Common Stock. Pursuant to the Pairing
Agreement (the "Pairing Agreement"), dated as of April 17, 2003, between
Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee of the P&O Princess Special Voting Trust, and SunTrust Bank, as transfer
agent, the trust shares of beneficial interest in the P&O Princess Special
Voting Trust are paired with, and evidenced by, certificates representing shares
of Carnival Corporation Common Stock on a one-for-one basis. In addition, under
the Pairing Agreement, when a share of Carnival Corporation Common Stock is
issued to a recipient after the closing of the DLC transaction, a paired trust
share will be issued at the same time initially to Carnival Corporation, which
will immediately transfer such trust share to the same recipient, whereupon such
trust share will be paired with the share of Carnival Corporation Common Stock.
Upon each issuance of shares of Carnival Corporation Common Stock to a person
under the Plan, an equivalent number of trust shares (which represent a
beneficial interest in the special voting share of Carnival plc) will be issued
to such person as described in the preceding sentence. Since completion of the
DLC transaction, shares of Carnival Corporation Common Stock have been listed
and have traded together with the paired trust shares (including the beneficial
interest in the Carnival plc special voting share) on the New York Stock
Exchange under the ticker symbol "CCL."
Previously, Carnival Corporation filed a Registration Statement on Form
S-3 (Registration No. 33-63563) registering up to 150,000 shares of Carnival
Corporation Common Stock for issuance under the Plan. The Board of Directors of
Carnival Corporation, on June 25, 2003, amended the Plan to increase the number
of authorized and unissued shares of Carnival Corporation Common Stock issuable
under the Plan from 150,000 to 1,000,000, subject to adjustment for stock
splits, stock dividends, combinations and other similar events affecting the
Carnival Corporation Common Stock. Carnival Corporation and Carnival plc are
filing this registration statement to register 850,000 additional shares of
Carnival Corporation Common Stock, one special voting share of Carnival plc and
the paired trust shares of beneficial interest in the P&O Princess Special
Voting Trust that may be issued in connection with the Plan, and the Plan
prospectus contained herein relates to both this Registration Statement and the
one filed previously pursuant to Rule 429 under the Securities Act of 1933.
P R O S P E C T U S
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CARNIVAL CORPORATION
AUTOMATIC DIVIDEND REINVESTMENT PLAN OF CARNIVAL CORPORATION
The Automatic Dividend Reinvestment Plan, or Plan, of Carnival
Corporation provides holders of shares of Carnival Corporation common stock,
with a convenient method of purchasing additional shares of Carnival Corporation
common stock without payment of any brokerage commission or service charge.
The shares of Carnival Corporation common stock purchased under the
Plan may be newly issued shares or shares purchased for participants in the open
market, at Carnival Corporation's option. The Plan currently provides that
shares purchased for participants with reinvested dividends will be purchased at
fair market value, as determined in the Plan. Carnival Corporation, however,
reserves the right to modify the pricing or any other provision of the Plan at
any time. The Plan does not represent a change in Carnival Corporation's
dividend policy or a guarantee of future dividends, which will continue to
depend on earnings, financial requirements and other factors. Any holder of
record of Carnival Corporation common stock is eligible to participate in the
Plan.
Shareholders of Carnival Corporation who enroll in the Plan will
continue to be enrolled unless they notify SunTrust Bank, the agent for the
Plan, that they wish to withdraw from participation. See "Description of the
Plan." Shareholders of Carnival Corporation who do not wish to participate in
the Plan will continue to receive cash dividends (if any), as and when declared
by the board of directors of Carnival Corporation.
On April 17, 2003, Carnival Corporation and Carnival plc completed a
dual listed company transaction, or DLC transaction, which implemented Carnival
Corporation & plc's DLC structure. As a result of the dual listed company
transaction, one trust share of beneficial interest in the P&O Princess Special
Voting Trust, which represents an equal, undivided beneficial interest in the
special voting share issued by Carnival plc, is paired with each share of
Carnival Corporation common stock. The trust shares are not detachable from the
corresponding shares of Carnival Corporation common stock. Upon each issuance to
a person under the Plan of new shares of Carnival Corporation common stock, the
non-detachable paired trust shares will also be issued to that same person.
Following completion of the dual listed company transaction, shares of Carnival
Corporation common stock and the trust shares (including the beneficial interest
in the Carnival plc special voting share) are listed and trade together on the
New York Stock Exchange under the ticker symbol "CCL."
This prospectus relates to shares of Carnival Corporation common stock
registered for purchase under the Plan and trust shares in the P&O Princess
Special Voting Trust that will be paired with such shares of Carnival
Corporation common stock and that will represent a beneficial interest in the
special voting share of Carnival plc. It is suggested that you retain this
prospectus for future reference.
AN INVESTMENT IN CARNIVAL CORPORATION COMMON STOCK INVOLVES RISKS. SEE
RISK FACTORS BEGINNING ON PAGE 5.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is June 27, 2003.
TABLE OF CONTENTS
PAGE
----
About This Prospectus........................................................i
Where You Can Find More Information..........................................1
Incorporation By Reference...................................................1
The Companies................................................................3
Risk Factors.................................................................5
Forward-Looking Statements..................................................15
Use of Proceeds.............................................................17
Plan of Distribution........................................................17
Description of the Plan.....................................................18
Legal Opinions..............................................................26
Experts.....................................................................26
ABOUT THIS PROSPECTUS
To understand the terms of the Plan, you should carefully read this
prospectus. You should also read the documents referred to under the heading
"Incorporation by Reference." For more information about Carnival Corporation
and Carnival plc, please see "Where You Can Find More Information."
This prospectus relates to shares of Carnival Corporation common stock
registered for purchase under the Plan, trust shares of beneficial interest in
the P&O Princess Special Voting Trust that will be paired with such shares of
Carnival Corporation and one special voting share of Carnival plc. As part of
the dual listed company transaction, Carnival plc issued a special voting share
to Carnival Corporation, which transferred such 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 property subject to the P&O
Princess Special Voting Trust were issued to Carnival Corporation. The trust
shares represent a beneficial interest in the Carnival plc special voting share.
Immediately following such issuance, Carnival Corporation distributed such trust
shares by way of a dividend to holders of shares of Carnival Corporation common
stock. Pursuant to the Pairing Agreement (the "Pairing Agreement"), dated as of
April 17, 2003, between Carnival Corporation, The Law Debenture Trust
Corporation (Cayman) Limited, as trustee of the P&O Princess Special Voting
Trust, and SunTrust Bank, as transfer agent, the trust shares of beneficial
interest in the P&O Princess Special Voting Trust are paired with, and evidenced
by, certificates representing shares of Carnival Corporation common stock on a
one-for-one basis. In addition, under the Pairing Agreement, when a share of
Carnival Corporation common stock is issued to a recipient after the closing of
the dual listed company transaction, a paired trust share will be issued at the
same time initially to Carnival Corporation, which will immediately transfer
such trust share to the same recipient, whereupon such trust share will be
paired with the share of Carnival Corporation common stock. Therefore, upon each
issuance of shares of Carnival Corporation common stock to a person under the
Plan, an equivalent number of trust shares (which represent a beneficial
interest in the special voting share of Carnival plc) will be issued to such
person as described in the preceding sentence. References in this prospectus to
shares of common stock issued under the Plan shall be deemed to include both
shares of Carnival Corporation common stock and trust shares in the P&O Princess
Special Voting Trust.
i
References in this prospectus to "Carnival Corporation" are to Carnival
Corporation including, unless otherwise expressly stated or the context
otherwise requires, its subsidiaries. References to "Carnival plc" are to
Carnival plc (formerly known as P&O Princess Cruises plc) including, unless
otherwise expressly stated or the context otherwise requires, its subsidiaries.
References to the "Carnival Corporation & plc" are to both Carnival Corporation
and Carnival plc collectively, following the establishment of the dual listed
company structure. For more information about the dual listed company structure,
please see "The Companies."
ii
WHERE YOU CAN FIND MORE INFORMATION
Carnival Corporation and Carnival plc have filed with the Commission a
joint registration statement on Form S-3 , which registers the issuance of the
shares of Carnival Corporation common stock issuable under the Plan, the trust
shares of beneficial interest in the P&O Princess Special Voting Trust that are
paired with the shares of Carnival Corporation common stock issuable under the
Plan and the special voting share of Carnival plc. The joint registration
statement consists of a Registration Statement on Form S-3 of Carnival
Corporation and a Registration Statement on Form S-3 of Carnival plc. This
prospectus, which forms part of the registration statement, does not contain all
of the information included in the registration statement. For further
information about Carnival Corporation, Carnival plc and the Plan offered in
this prospectus, you should refer to the registration statement and its
exhibits.
You may read and copy any document previously filed by each of Carnival
Corporation and Carnival plc with the Securities and Exchange Commission at the
Commission's Public Reference Room, 450 Fifth Street, N.W., Washington, D.C.
20549. In the future, Carnival Corporation and Carnival plc will be filing
combined reports, proxy statements and other information with the Commission.
Copies of such information filed with the Commission may be obtained at
prescribed rates from the Public Reference Section. Please call the Commission
at 1-800-SEC-0330 for further information on the operation of the Public
Reference Room. In addition, the Commission maintains a web site (www.sec.gov)
that contains reports, proxy statements and other information regarding
registrants, such as Carnival Corporation and Carnival plc, that file
electronically with the Commission. Materials that Carnival Corporation and
Carnival plc have filed may also be inspected at the library of the NYSE, 20
Broad Street, New York, New York 10005.
The periodic reports of Carnival Corporation and Carnival plc under the
Exchange Act will contain the consolidated financial statements of Carnival
Corporation & plc.
You should only rely on the information contained in this prospectus
and incorporated by reference in it.
INCORPORATION BY REFERENCE
Carnival Corporation (file number 1-9610) and Carnival plc (file number 1-15136)
are incorporating by reference into this prospectus the following documents
filed with the Commission:
o Carnival Corporation's Annual Report on Form 10-K, as amended by
Form 10-K/As filed on March 12, 2003, March 27, 2003 and May 7,
2003 for the fiscal year ended November 30, 2002;
o Carnival Corporation's Quarterly Report on Form 10-Q for the
quarter ended February 28, 2003;
o Carnival Corporation's Current Reports on Form 8-K filed on
December 2, 2002, December 19, 2002, January 8, 2003 and March
21, 2003;
o Carnival plc's Annual Report on Form 20-F for the fiscal year
ended December 31, 2002 (filed under its then name, P&O Princess
Cruises plc);
1
o Carnival Corporation's and Carnival plc's joint Current Reports
on Form 8-K filed on April 17, 2003 (as amended on April 29,
2003), April 23, 2003, April 30, 2003, May 7, 2003, May 19, 2003,
May 23, 2003, May 29, 2003, May 30, 2003 and June 25, 2003 (other
than any information furnished under Item 9 of such reports);
o The description of common stock of Carnival Corporation in the
Registration Statement on Form 8-A, filed pursuant to Section 12
of the Exchange Act on July 2, 1987, and any amendment or report
filed for the purpose of updating such description;
o The pro forma financial information required by Article 11 of
Regulation S-X contained in the section entitled "Unaudited Pro
Forma Financial Information of the Combined Group," in the joint
Registration Statement of Carnival Corporation and P&O Princess
Cruises plc on Form S-4/F-4, (Registration No. 333-102443); and
o All other documents filed by Carnival Corporation or Carnival plc
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus and prior
to the termination of the offering.
You should rely only on the information contained in this document or
that information to which Carnival Corporation & plc has referred you. Carnival
Corporation & plc have not authorized anyone to provide you with any additional
information.
Any statement contained in this prospectus or a document incorporated
or deemed to be incorporated by reference into this prospectus will be deemed to
be modified or superseded for purposes of this prospectus to the extent that a
statement contained in this prospectus or any other subsequently filed document
that is deemed to be incorporated by reference into this prospectus modifies or
supersedes the statement. Any statement so modified or superseded will not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.
The documents incorporated by reference into this prospectus are
available from Carnival Corporation & plc upon request. Carnival Corporation &
plc will provide a copy of any and all of the information that is incorporated
by reference in this prospectus to any person, without charge, upon written or
oral request. If exhibits to the documents incorporated by reference in this
prospectus are not themselves specifically incorporated by reference in this
prospectus, then the exhibits will not be provided. Requests for such copies
should be directed to the following:
Carnival Corporation
Carnival plc
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
Attention: Corporate Secretary
Telephone: (305) 599-2600, Ext. 18018.
Except as provided above, no other information, including information on the web
sites of either company, is incorporated by reference into this prospectus.
2
THE COMPANIES
CARNIVAL CORPORATION & PLC
On April 17, 2003, Carnival Corporation and Carnival plc (formerly
known as P&O Princess Cruises plc) completed a dual listed company transaction,
or DLC transaction, which implemented Carnival Corporation & plc's DLC
structure. Carnival Corporation and Carnival plc are both public companies, with
separate stock exchange listings and different shareholders. The two companies
have a single senior executive management team and identical boards of directors
and are operated as if they were a single economic enterprise. On a pro forma
basis in accordance with accounting principles generally accepted in the United
States, or US GAAP, Carnival Corporation & plc would have reported revenues of
$6.9 billion and $1.7 billion and net income of $1.3 billion and $138 million
for the fiscal year ended November 30, 2002 and the three months ended February
28, 2003, respectively. On the same basis, Carnival Corporation & plc would have
reported shareholders' equity of $12.8 billion as at February 28, 2003.
Carnival Corporation & plc is the largest cruise vacation group in the
world, based on revenues, passengers carried and available capacity. Carnival
Corporation & plc had, as at June 25, 2003, a combined fleet of 68 cruise ships
offering 105,812 lower berths, with 15 additional cruise ships having 36,906
lower berths scheduled to be added over the next three years, and is the leading
provider of cruises to all major destinations outside the Far East. Carnival
Corporation & plc carried approximately 4.7 million passengers in fiscal 2002.
Carnival Corporation & plc also operates two private destination ports of call
in the Caribbean for the exclusive use of its passengers and three riverboats on
Europe's Danube River and offers land-based tour packages as part of its
vacation product alternatives.
Carnival Corporation & plc offers thirteen complementary brands with
leading positions in North America, the UK, Germany, Italy, France, Spain,
Brazil, Argentina and Australia. Carnival Corporation & plc has multi-brand
strategies that are intended to differentiate it from its competitors and
provide products and services appealing to the widest possible target audience
across all major segments of the vacation industry. Carnival Corporation & plc
is the leading global cruise vacation operator with brands appealing to the
widest target audience, focused on sourcing passengers from developed vacation
markets where cruising is one of the fastest growing vacation alternatives.
In addition to Carnival Corporation & plc's cruise operations, Carnival
Corporation & plc operates the leading tour companies in Alaska and the Canadian
Yukon, through Holland America Tours and Princess Tours. Holland America Tours
operates 13 hotels in Alaska and the Canadian Yukon, two luxury dayboats and a
fleet of motorcoaches and McKinley Explorer rail cars. Princess Tours is a tour
operator in Alaska with five riverside lodges, a fleet of motorcoaches and
Midnight Sun Express Rail cars. Carnival Corporation & plc also owns a
business-to-business travel agency, P&O Travel, which is responsible for
purchasing part of Carnival plc's air travel requirements.
CARNIVAL CORPORATION
Carnival Corporation was incorporated under the laws of the Republic of
Panama in November 1974. Carnival Corporation's common stock and the paired
trust shares, which trade together with the common stock, are listed on the NYSE
under the symbol "CCL." Carnival Corporation's principal executive offices are
located at Carnival Place, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428. The
telephone number of Carnival Corporation's principal executive offices is (305)
599-2600.
3
CARNIVAL PLC
Carnival plc was incorporated and registered in England and Wales as
P&O Princess Cruises plc in July 2000 and was renamed "Carnival plc" on April
17, 2003, the date on which the DLC transaction with Carnival Corporation
closed. Carnival plc's ordinary shares are listed on the London Stock Exchange,
and Carnival plc's American Depositary Shares, or ADSs, are listed on the NYSE.
Effective April 22, 2003, Carnival plc ordinary shares trade under the ticker
symbol "CCL" (formerly trading under "POC") on the London Stock Exchange.
Effective April 21, 2003, Carnival plc ADSs trade under the ticker symbol "CUK"
(formerly trading under "POC") on the NYSE. Carnival plc's principal executive
offices are located at Carnival House, 5 Gainsford Street, London, SE1 2NE. The
telephone number of Carnival plc's principal executive offices is 011 44 20 7805
1200.
4
RISK FACTORS
AN INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A
NUMBER OF RISKS. YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING INFORMATION ABOUT
THESE RISKS, TOGETHER WITH THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS,
BEFORE MAKING AN INVESTMENT IN THE SECURITIES. A NUMBER OF THE STATEMENTS IN
THIS SECTION ARE FORWARD-LOOKING STATEMENTS. SEE "FORWARD-LOOKING STATEMENTS."
RISKS RELATING TO CARNIVAL CORPORATION & PLC'S BUSINESSES
CARNIVAL CORPORATION & PLC MAY LOSE BUSINESS TO COMPETITORS THROUGHOUT THE
VACATION MARKET.
Carnival Corporation & plc operates in the vacation market, and
cruising is one of many alternatives for people choosing a vacation. Carnival
Corporation & plc therefore risks losing business not only to other cruise
lines, but also to other vacation operators that provide other leisure options,
including hotels, resorts and package holidays and tours.
Carnival Corporation & plc faces significant competition from other
cruise lines, both on the basis of cruise pricing and also in terms of the
nature of ships and services it will offer to cruise passengers. Carnival
Corporation & plc's principal competitors within the cruise vacation industry
include:
o Royal Caribbean Cruises Ltd., which owns Royal Caribbean
International and Celebrity Cruises;
o Norwegian Cruise Line and Orient Lines;
o Disney Cruise Line;
o My Travel's Sun Cruises, Thomson, Saga and Fred Olsen in the UK;
o Festival Cruises, Hapag-Lloyd, Peter Deilmann and Phoenix Reisen
in Germany;
o Festival Cruises, Mediterranean Shipping Cruises, Royal Olympia
Cruises and Louis Cruise Line in southern Europe;
o Crystal Cruises;
o Radisson Seven Seas Cruise Line; and
o Silversea Cruises.
Carnival Corporation & plc also competes with land-based vacation
alternatives throughout the world, including, among others, resorts and hotels
located in Las Vegas, Nevada, Orlando, Florida, various Caribbean, Mexican,
Bahamian and Hawaiian Island destination resorts and numerous vacation
destinations throughout Europe and the rest of the world.
In the event that Carnival Corporation & plc does not compete
effectively with other vacation alternatives and cruise companies, its results
of operations and financial condition could be adversely affected.
5
OVERCAPACITY WITHIN THE CRUISE AND COMPETING LAND-BASED VACATION INDUSTRY COULD
HAVE A NEGATIVE IMPACT ON NET REVENUE YIELDS, INCREASE OPERATING COSTS, RESULT
IN SHIP ASSET IMPAIRMENTS AND COULD ADVERSELY AFFECT PROFITABILITY.
Cruising capacity has grown in recent years and Carnival Corporation &
plc expects it to continue to increase over the next three years as all of the
major cruise vacation companies are expected to introduce new ships. In order to
utilize new capacity, the cruise vacation industry will need to increase its
share of the overall vacation market. The overall vacation market is also facing
increases in land-based vacation capacity, which also will impact Carnival
Corporation & plc. Failure of the cruise vacation industry to increase its share
of the overall vacation market could have a negative impact on Carnival
Corporation & plc's net revenue yields. Should net revenue yields be negatively
impacted, Carnival Corporation & plc's results of operations and financial
condition could be adversely affected, including the impairment of the value of
its ship assets. In addition, increased cruise capacity could impact Carnival
Corporation & plc's ability to retain and attract qualified crew at competitive
costs and, therefore, increase Carnival Corporation & plc's shipboard employee
costs.
THE INTERNATIONAL POLITICAL AND ECONOMIC CLIMATE AND OTHER WORLD EVENTS
AFFECTING SAFETY AND SECURITY COULD ADVERSELY AFFECT THE DEMAND FOR CRUISES AND
COULD HARM CARNIVAL CORPORATION & PLC'S FUTURE SALES AND PROFITABILITY.
Demand for cruises and other vacation options has been, and is expected
to continue to be, affected by the public's attitude towards the safety of
travel, the international political climate and the political climate of
destination countries. Events such as the terrorist attacks in the US on
September 11, 2001, the threat of additional attacks, the recent military action
in Iraq, concerns of an outbreak of additional hostilities and national
government travel advisories, together with the resulting political instability
and concerns over safety and security aspects of traveling, have had a
significant adverse impact on demand and pricing in the travel and vacation
industry and may continue to do so in the future. Demand for cruises is also
likely to be increasingly dependent on the underlying economic strength of the
countries from which cruise companies source their passengers. Economic or
political changes that reduce disposable income or consumer confidence in the
countries from which Carnival Corporation & plc will source its passengers may
affect demand for vacations, including cruise vacations, which are a
discretionary purchase. Decreases in demand could lead to price discounting
which, in turn, could reduce the profitability of its business.
CARNIVAL CORPORATION & PLC MAY NOT BE ABLE TO OBTAIN FINANCING ON TERMS THAT ARE
FAVORABLE OR CONSISTENT WITH ITS EXPECTATIONS DUE TO, AMONG OTHER REASONS, THE
LOWERING OF THE DEBT RATINGS OF CARNIVAL CORPORATION AS A RESULT OF THE DLC
TRANSACTION.
Access to financing for Carnival Corporation & plc will depend on,
among other things, the maintenance of strong long-term credit ratings. Carnival
Corporation's debt was, prior to the closing of the DLC transaction, rated "A"
by Standard & Poor's, "A2" by Moody's Investors Service and "A" by FitchRatings.
Carnival plc's debt was, shortly prior to the closing of the DLC transaction,
rated "BBB" by Standard & Poor's, "Baa3" by Moody's and "BBB+" by FitchRatings.
On April 14, 2003, Moody's downgraded the long-term ratings of Carnival
Corporation from "A2" to "A3" and its short-term rating from "Prime-1" to
"Prime-2" to reflect the expected completion of the DLC transaction, and stated
that this rating remains on review for further possible downgrade pending final
resolution of Carnival Corporation & plc's capital structure. In addition,
Moody's stated that the ratings for Carnival plc remain on review for possible
upgrade pending final resolution of Carnival Corporation & plc's capital
structure. On April 16, 2003,
6
Standard & Poor's lowered its long-term corporate credit ratings for Carnival
Corporation from "A" to "A-" and its short-term corporate credit ratings for
Carnival Corporation from "A-1" to "A-2". Concurrently, Standard & Poor's
withdrew its "BBB" corporate credit rating for Carnival plc and raised its
unsubordinated unsecured debt ratings for Carnival plc from "BBB" to "A-." On
April 29, 2003, FitchRatings lowered the rating on Carnival Corporation's
unsubordinated, unsecured debt to "A-" and raised the rating on Carnival plc's
unsubordinated, unsecured debt to "A-".
The forecasted cash flow from future operations for Carnival
Corporation & plc may be adversely affected by various factors, including, but
not limited to, declines in customer demand, increased competition,
overcapacity, the deterioration in general economic and business conditions,
terrorist attacks, the recent military action with Iraq, ship incidents, adverse
publicity and increases in fuel prices, as well as other factors noted under
these risk factors and under the "Forward-Looking Statements" section below. To
the extent that Carnival Corporation & plc is required, or chooses, to fund
future cash requirements, including future shipbuilding commitments, from
sources other than cash flow from operations, cash on hand and current external
sources of liquidity, including committed financings, Carnival Corporation & plc
will have to secure such financing from banks or through the offering of debt
and/or equity securities in the public or private markets.
The future operating cash flow of Carnival Corporation & plc may not be
sufficient to fund future obligations, and Carnival Corporation & plc may not be
able to obtain additional financing, if necessary, at a cost that meets its
expectations. Accordingly, the financial results of Carnival Corporation & plc
could be adversely affected.
IF CARNIVAL PLC LOSES ELIGIBILITY FOR INCLUSION IN THE FTSE 100 OR CARNIVAL
CORPORATION IS REMOVED FROM THE S&P 500, IT MAY BECOME MORE DIFFICULT FOR
CARNIVAL CORPORATION & PLC TO ACCESS THE EQUITY CAPITAL MARKETS.
Carnival Corporation's common stock remains listed on the NYSE and is
expected to continue to be included in the S&P 500. Carnival plc's ordinary
shares remain listed on the London Stock Exchange and remain eligible for
inclusion in the FTSE series of indices and are included with full weighting in
the FTSE 100. If Carnival plc loses eligibility for inclusion in the FTSE 100 or
Carnival Corporation is removed from the S&P 500, it may become more difficult
for Carnival Corporation & plc to access the equity capital markets, and the
liquidity and the value of your securities may be adversely affected.
CONDUCTING BUSINESS INTERNATIONALLY CAN RESULT IN INCREASED COSTS.
Carnival Corporation & plc operates its business internationally and
plans to continue to develop its international presence. Operating
internationally exposes Carnival Corporation & plc to a number of risks,
including:
o currency fluctuations;
o interest rate movements;
o the imposition of trade barriers and restrictions on repatriation
of earnings;
o political risks;
7
o risk of increases in duties, taxes and governmental royalties;
and
o changes in laws and policies affecting cruising, vacation or
maritime businesses or governing the operations of foreign-based
companies.
If Carnival Corporation & plc is unable to address these risks adequately, its
results of operations and financial condition could be adversely affected.
ACCIDENTS AND OTHER INCIDENTS AT SEA OR ADVERSE PUBLICITY CONCERNING THE CRUISE
INDUSTRY OR CARNIVAL CORPORATION & PLC COULD AFFECT CARNIVAL CORPORATION & PLC'S
REPUTATION AND HARM ITS FUTURE SALES AND PROFITABILITY.
The operation of cruise ships involves the risk of accidents,
illnesses, mechanical failures and other incidents at sea, which may bring into
question passenger safety, health, security and vacation satisfaction and
thereby adversely affect future industry performance. Incidents involving
passenger cruise ships could occur and could adversely affect future sales and
profitability. In addition, adverse publicity concerning the vacation industry
in general or the cruise industry or Carnival Corporation & plc in particular
could impact demand and, consequently, have an adverse impact on Carnival
Corporation & plc's profitability.
OPERATING, FINANCING AND TAX COSTS ARE SUBJECT TO MANY ECONOMIC AND POLITICAL
FACTORS THAT ARE BEYOND CARNIVAL CORPORATION & PLC'S CONTROL, WHICH COULD RESULT
IN INCREASES IN OPERATING AND FINANCING COSTS.
Some of Carnival Corporation & plc's operating costs, including fuel,
food, insurance and security costs, are subject to increases because of market
forces and economic or political instability beyond Carnival Corporation & plc's
control. In addition, interest rates and Carnival Corporation & plc's ability to
secure debt or equity financing, including in order to finance the purchase of
new ships, are dependent on many economic and political factors. Actions by US
and non-US taxing jurisdictions could also cause an increase in Carnival
Corporation & plc's costs. Increases in operating, financing and tax costs could
adversely affect Carnival Corporation & plc's results because Carnival
Corporation & plc may not be able to recover these increased costs through price
increases of its cruise vacations.
ENVIRONMENTAL LEGISLATION AND REGULATIONS COULD AFFECT OPERATIONS AND INCREASE
OPERATING COSTS.
Some environmental groups have lobbied for more stringent regulation of
cruise ships. Some groups also have generated negative publicity about the
cruise industry and its environmental impact. The US Environmental Protection
Agency is considering new laws and rules to manage cruise ship waste. Alaskan
authorities are currently investigating an incident that occurred in August 2002
on board Holland America's Ryndam involving a wastewater discharge from the
ship. As a result of this incident, various Ryndam ship officers have received
grand jury subpoenas from the US Attorney's office in Alaska. If the
investigation results in charges being brought, sanctions could include a
prohibition of operations in Alaska's Glacier Bay National Park and Preserve for
a period of time.
In addition, pursuant to a settlement with the US government in April
2002, Carnival Corporation pled guilty to certain environmental violations.
Carnival Corporation was sentenced under a plea agreement pursuant to which
Carnival Corporation paid fines in fiscal 2002 totaling $18 million to the US
government and other parties. Carnival Corporation accrued for these fines
8
in fiscal 2001. Carnival Corporation was also placed on probation for a term of
five years. Under the terms of the probation, any future violation of
environmental laws by Carnival Corporation may be deemed a violation of
probation. In addition, Carnival Corporation was required as a special term of
probation to develop, implement and enforce a worldwide environmental compliance
program. Carnival Corporation is in the process of implementing the
environmental compliance program and expects to incur approximately $10 million
in additional annual environmental compliance costs in 2003 and yearly
thereafter as a result of the program. Since the completion of the DLC
transaction, the terms of the environmental compliance program have become
applicable to Carnival plc, which will result in higher environmental compliance
costs for Carnival plc as well.
Carnival Corporation & plc's costs of complying with current and future
environmental laws and regulations, or liabilities arising from past or future
releases of, or exposure to, hazardous substances or to vessel discharges, could
increase the cost of compliance or otherwise materially adversely affect
Carnival Corporation & plc's business, results of operations or financial
condition.
NEW REGULATION OF HEALTH, SAFETY AND SECURITY ISSUES COULD INCREASE OPERATING
COSTS AND ADVERSELY AFFECT NET INCOME.
Carnival Corporation & plc is subject to various international,
national, state and local health, safety and security laws, regulations and
treaties. The International Maritime Organization, sometimes referred to as the
IMO, which operates under the United Nations, has adopted safety standards as
part of the International Convention for the Safety of Life at Sea, sometimes
referred to as SOLAS, which is applicable to all of Carnival Corporation & plc's
ships. Generally SOLAS establishes vessel design, structural features,
materials, construction and life saving equipment requirements to improve
passenger safety and security.
In addition, ships that call on US ports are subject to inspection by
the US Coast Guard for compliance with SOLAS and by the US Public Health Service
for sanitary standards. Carnival Corporation & plc's ships are also subject to
similar inspections pursuant to the laws and regulations of various other
countries such ships visit. Finally, the US Congress recently enacted the
Maritime Transportation Security Act of 2002 which implements a number of
security measures at US ports, including measures that relate to foreign flagged
vessels calling at US ports.
Carnival Corporation & plc believes that health, safety and security
issues will continue to be areas of focus by relevant government authorities
both in the US and abroad. Resulting legislation or regulations, or changes in
existing legislation or regulations, could impact the operations of Carnival
Corporation & plc and would likely subject Carnival Corporation & plc to
increasing compliance costs in the future.
DELAYS IN SHIP CONSTRUCTION AND PROBLEMS ENCOUNTERED AT SHIPYARDS COULD REDUCE
CARNIVAL CORPORATION & PLC'S PROFITABILITY.
The construction of cruise ships is a complex process and involves
risks similar to those encountered in other sophisticated construction projects,
including delays in completion and delivery. In addition, industrial actions and
insolvency or financial problems of the shipyards building Carnival Corporation
& plc's ships could also delay or prevent the delivery of its ships under
construction. These events could adversely affect Carnival Corporation & plc's
9
profitability. However, the impact from a delay in delivery could be mitigated
by contractual provisions and refund guarantees obtained by Carnival Corporation
& plc.
In addition, Carnival Corporation & plc has entered into forward
foreign currency contracts to fix the cost in US dollars of some of Carnival
Corporation & plc's foreign currency denominated shipbuilding contracts. If any
of the shipyards are unable to perform under the related contract, the foreign
currency forward contracts related to that shipyard's shipbuilding contracts
would still have to be honored. This might require Carnival Corporation & plc to
realize a loss on an existing contract without having the ability to have an
offsetting gain on its foreign currency denominated shipbuilding contract, thus
adversely affecting the financial results of Carnival Corporation & plc.
RISKS RELATING TO THE DLC TRANSACTION
BENEFITS FROM THE DLC STRUCTURE MAY NOT BE ACHIEVED TO THE EXTENT OR WITHIN THE
TIME PERIOD CURRENTLY EXPECTED, WHICH COULD ELIMINATE, REDUCE AND/OR DELAY THE
IMPROVEMENTS IN COST SAVINGS AND OPERATIONAL EFFICIENCIES EXPECTED TO BE
GENERATED BY THE DLC STRUCTURE.
Since completion of the DLC transaction, Carnival Corporation and
Carnival plc have been managed as if they were a single economic enterprise.
Carnival Corporation and Carnival plc expect their combination under the DLC
structure to enable them to achieve cost savings through synergies as well as
enhanced operational efficiencies. However, both may encounter substantial
difficulties during this process that could eliminate, reduce and/or delay the
realization of the cost savings and synergies that both currently expect. Among
other things, these difficulties could include:
o loss of key employees;
o inconsistent and/or incompatible business practices, operating
procedures, information systems, financial controls and
procedures, cultures and compensation structures between Carnival
Corporation and Carnival plc;
o unexpected integration issues and higher than expected
integration costs; and
o the diversion of management's attention from day-to-day business
as a result of the need to deal with integration issues.
As a result of these difficulties, the actual cost savings and synergies
generated by the DLC structure may be less, and may take longer to realize, than
Carnival Corporation and Carnival plc currently expect.
THE STRUCTURE OF THE DLC TRANSACTION INVOLVES RISKS NOT ASSOCIATED WITH THE MORE
COMMON WAYS OF COMBINING THE OPERATIONS OF TWO COMPANIES AND THESE RISKS MAY
HAVE AN ADVERSE EFFECT ON THE ECONOMIC PERFORMANCE OF THE COMPANIES AND/OR THEIR
RESPECTIVE SHARE PRICES.
The DLC structure is a relatively uncommon way of combining the
management and operations of two companies and it involves different issues and
risks from those associated with the other more common ways of effecting such a
combination, such as a merger or exchange offer to create a wholly owned
subsidiary. In the DLC transaction, the combination was effected primarily by
means of contracts between Carnival Corporation and Carnival plc and not by
operation of a statute or court order. The legal effect of these contractual
rights may be different
10
from the legal effect of a merger or amalgamation under statute or court order
and there may be difficulties in enforcing these contractual rights.
Shareholders and creditors of either company might challenge the validity of the
contracts or their lack of standing to enforce rights under these contracts, and
courts may interpret or enforce these contracts in a manner inconsistent with
the express provisions and intentions of Carnival Corporation and Carnival plc
expressed in such contracts. In addition, shareholders and creditors of other
companies might successfully challenge other dual listed company structures and
establish legal precedents that could increase the risk of a successful
challenge to the DLC transaction. Carnival Corporation & plc is maintaining two
separate public companies and complies with both Panamanian corporate law and
English company and securities laws and different regulatory and stock exchange
requirements in the UK and the US. This structure is likely to require more
administrative time and cost than was the case for each company individually,
which may have an adverse effect on Carnival Corporation & plc's operating
efficiency.
COURTS MAY INTERPRET OR ENFORCE THE CONTRACTS AND OTHER INSTRUMENTS THAT EFFECT
THE DLC STRUCTURE IN A MANNER INCONSISTENT WITH THE EXPRESS PROVISIONS AND
INTENTIONS OF CARNIVAL CORPORATION AND CARNIVAL PLC.
Various provisions of the constituent documents of Carnival Corporation
and Carnival plc, the equalization and governance agreement and the deeds of
guarantee, which were entered into by Carnival Corporation and Carnival plc on
April 17, 2003, are intended to ensure that, as far as practicable, the
shareholders and creditors of Carnival Corporation and Carnival plc are treated
equitably in the event of insolvency of either or both companies and in
accordance with the equalization ratio, regardless of where the assets of
Carnival Corporation & plc reside. Courts may interpret or enforce these
contracts in a manner inconsistent with the express provisions and intentions of
Carnival Corporation and Carnival plc expressed in those contracts and other
instruments. For instance, a bankruptcy court may not choose to follow the
companies' contractual way of allocating liabilities and assets. Therefore, if
assets were transferred between the two companies, a court, faced with the
liquidation or dissolution of either company, may not adhere to the intentions
of Carnival Corporation and Carnival plc to treat both companies' creditors as
creditors of Carnival Corporation & plc under their respective deeds of
guarantee. As a result, the rights of creditors of a company that transfers
assets to the other member of Carnival Corporation & plc may be adversely
affected if a court determines that those creditors only have recourse to the
assets of that company and not the other company.
ECONOMIC RETURNS ON SHARES OF CARNIVAL CORPORATION AND CARNIVAL PLC WILL BE
DEPENDENT UPON THE ECONOMIC PERFORMANCE OF CARNIVAL CORPORATION & PLC, AND THE
INABILITY OF ONE COMPANY TO PAY DIVIDENDS MAY LIMIT OR PREVENT THE PAYMENT OF
DIVIDENDS BY THE OTHER.
Under the DLC structure, the dividends paid on shares of Carnival
Corporation and Carnival plc will depend primarily on the economic performance
of the assets of both companies of Carnival Corporation & plc. Therefore, the
past performance of Carnival plc shares and Carnival Corporation shares may not
reflect the future performance of these shares. Additionally, if one company is
unable to pay dividends on its shares, the other company must make such payments
to the other and/or scale back its dividend in order to equalize the
distributions in accordance with the equalization ratio. After taking into
consideration the actions necessary to equalize such distributions, both
companies may be limited in their ability, or unable, to pay dividends.
11
CHANGES UNDER THE INTERNAL REVENUE CODE, APPLICABLE US INCOME TAX TREATIES, AND
THE UNCERTAINTY OF THE DLC STRUCTURE UNDER THE INTERNAL REVENUE CODE MAY
ADVERSELY AFFECT THE US FEDERAL INCOME TAXATION OF THE US SOURCE SHIPPING INCOME
OF CARNIVAL CORPORATION & PLC.
Carnival Corporation & plc believe that substantially all of the US
source shipping income of each of Carnival Corporation and Carnival plc
qualifies for exemption from US federal income tax, under:
o Section 883 of the Internal Revenue Code;
o as appropriate in the case of Carnival plc and its UK resident
subsidiaries, the US-UK Income Tax Treaty that entered into force
on April 25, 1980, which is referred to below as the "old US-UK
treaty", and, when applicable, the new US-UK Income Tax Treaty
that entered into force on March 31, 2003, which is referred to
as the "new US-UK treaty"; or
o other applicable US income tax treaties,
and should continue to so qualify now that the DLC transaction has been
completed. The new US-UK treaty contains some limitations that would deny the
availability of treaty benefits for income earned through some entities,
including some Carnival plc entities. However, the relevant provisions of the
new US-UK treaty will not become effective until 2004 and Carnival plc and its
UK resident subsidiaries may elect, in some circumstances, to continue
application of the old US-UK treaty until twelve months beyond the date on which
it would otherwise be effective. Carnival plc believes that it will be able to
reorganize prior to the date on which new US-UK treaty becomes applicable such
that the relevant US source shipping income should qualify for exemption from US
federal income tax under the new US-UK treaty or Section 883. There is, however,
no existing US federal income tax authority that directly addresses the tax
consequences of implementation of a dual listed company structure such as the
DLC structure for purposes of Section 883 or any other provision of the Internal
Revenue Code or any income tax treaty and, consequently, the matters discussed
above are not free from doubt.
To date, no final US Treasury regulations or other definitive
interpretations of the relevant portions of Section 883 have been promulgated,
although regulations have been proposed. Any such final regulations or official
interpretations could differ materially from Carnival Corporation's and Carnival
plc's interpretation of this Internal Revenue Code provision and, even in the
absence of differing regulations or official interpretations, the Internal
Revenue Service might successfully challenge either or both interpretations. In
addition, the provisions of Section 883 are subject to change at any time by
legislation. Moreover, changes could occur in the future with respect to the
trading volume or trading frequency of Carnival Corporation shares and/or
Carnival plc shares on their respective exchanges or with respect to the
identity, residence, or holdings of Carnival Corporation's and/or Carnival plc's
direct or indirect shareholders that could affect the eligibility of Carnival
Corporation and its subsidiaries and/or certain members of the group consisting
of Carnival plc, its subsidiaries and its subsidiary undertakings which are
otherwise eligible for the benefits of Section 883 to qualify for the benefits
of the Section 883 exemption. Accordingly, it is possible that Carnival
Corporation and its ship-owning or operating subsidiaries and/or certain members
of the group consisting of Carnival plc, its subsidiaries and its subsidiary
undertakings whose tax exemption is based on Section 883 may lose this
exemption. If any such corporation were not entitled to the benefits of Section
883, it would be subject to US federal income taxation on a portion of its
income, which would reduce the net income of such corporation.
12
As noted above, Carnival plc believes that substantially all of the US
source shipping income of Carnival plc and its UK resident subsidiaries
qualifies for exemption from US federal income tax under either the old or new
US-UK treaties, as applicable. In addition, certain companies of Carnival
Corporation & plc may rely on other US income tax treaties for similar
exemptions from US taxation on US source shipping income. Carnival Corporation
and Carnival plc do not believe that the DLC transaction will affect the ability
of these corporations to continue to qualify for such treaty benefits. There is,
however, no authority that directly addresses the effect, if any, of DLC
arrangements or the availability of benefits under the treaties and,
consequently, the matter is not free from doubt.
These treaties may be abrogated by either applicable country, replaced
or modified with new agreements that treat shipping income differently than
under the agreements currently in force. If any of the corporations discussed in
the paragraph above that currently qualify for exemption from US source shipping
income under any applicable US income tax treaty do not qualify for benefits
under the existing treaties or if the existing treaties are abrogated, replaced
or materially modified in a manner adverse to the interests of any such
corporation and, with respect to US federal income tax only, such corporation
does not qualify for Section 883 exemption, such corporation may be subject to
US federal income taxation on a portion of its income, which would reduce the
net income of any such corporation.
A SMALL GROUP OF SHAREHOLDERS COLLECTIVELY OWNS APPROXIMATELY 33% OF THE TOTAL
COMBINED VOTING POWER OF THE OUTSTANDING SHARES OF CARNIVAL CORPORATION & PLC
AND MAY BE ABLE TO EFFECTIVELY CONTROL THE OUTCOME OF SHAREHOLDER VOTING.
A group of shareholders, consisting of some members of the Arison
family, including Micky Arison, and trusts established for their benefit,
beneficially owns approximately 44% of the outstanding common stock of Carnival
Corporation and owns shares entitled to constitute a quorum at shareholder
meetings and to cast approximately 33% of the total combined voting power of the
outstanding shares of Carnival Corporation & plc. Depending upon the nature and
extent of the shareholder vote, this group of shareholders may have the power to
effectively control, or at least to influence substantially, the outcome of
shareholder votes and, therefore, the corporate actions requiring such votes.
PROVISIONS IN THE CARNIVAL CORPORATION AND CARNIVAL PLC GOVERNING DOCUMENTS MAY
PREVENT OR DISCOURAGE TAKEOVERS AND BUSINESS COMBINATIONS THAT SHAREHOLDERS IN
CARNIVAL CORPORATION & PLC MIGHT CONSIDER IN THEIR BEST INTERESTS.
Carnival Corporation's articles and by-laws and Carnival plc's articles
contain provisions that may delay, defer, prevent or render more difficult a
takeover attempt that shareholders in Carnival Corporation & plc might consider
to be in their best interests. For instance, these provisions may prevent
shareholders in Carnival Corporation & plc from receiving a premium to the
market price of Carnival Corporation shares and/or Carnival plc shares offered
by a bidder in a takeover context. These additional takeover restrictions
provide, generally, that no person will be able to obtain control of Carnival
Corporation & plc without making an offer to the shareholders of both companies
on equivalent terms. Even in the absence of a takeover attempt, the existence of
these provisions may adversely affect the prevailing market price of Carnival
Corporation shares or Carnival plc shares if they are viewed as discouraging
takeover attempts in the future.
Specifically, Carnival Corporation's articles contain provisions that
prevent third parties, other than the Arison family and trusts for their
benefit, from acquiring beneficial ownership of
13
more than 4.9% of the outstanding Carnival Corporation shares without the
consent of Carnival Corporation's board of directors and provide for the lapse
of rights, and sale, of any shares acquired in excess of that limit.
Furthermore, Carnival Corporation's and Carnival plc's governing documents
contain provisions that would apply some of the anti-takeover protections
provided by the UK Takeover Code to both companies. No third party, other than
the Arison family and trusts for their benefit, may acquire additional shares or
voting control over shares in either company, if such person would then be able
to cast 30% or more of the votes which could be cast on a joint electorate
action, without making an equivalent offer for the other company. Carnival
Corporation's articles and by-laws provide that Carnival Corporation
shareholders cannot act by written consent. The combined effect of these
provisions may preclude third parties from seeking to acquire a controlling
interest in either company in transactions that shareholders might consider to
be in their best interests and may prevent them from receiving a premium above
market price for their shares. These provisions may only be amended by both sets
of shareholders, voting separately as a class, in a class rights action.
CARNIVAL CORPORATION IS NOT A US CORPORATION, AND SHAREHOLDERS OF CARNIVAL
CORPORATION MAY BE SUBJECT TO THE UNCERTAINTIES OF A FOREIGN LEGAL SYSTEM IN
PROTECTING THEIR INTERESTS.
The corporate affairs of Carnival Corporation are governed by its third
amended and restated articles of incorporation and amended and restated by-laws
and by the corporate laws of Panama. The corporate laws of Panama may differ in
some respects from the corporate laws in the United States.
14
FORWARD-LOOKING STATEMENTS
Some of the statements contained in this prospectus or incorporated by
reference into this prospectus are "forward-looking statements" that involve
risks, uncertainties and assumptions with respect to Carnival Corporation,
Carnival plc and Carnival Corporation & plc, including some statements
concerning the transactions described in this prospectus, future results, plans,
goals and other events which have not yet occurred. These statements are
intended to qualify for the safe harbors from liability provided by Section 27A
of the Securities Act and Section 21E of the Exchange Act. You can find many,
but not all, of these statements by looking for words like "will," "may,"
"believes," "expects," "anticipates," "forecast," "future," "intends," "plans"
and "estimates" and for similar expressions.
Because forward-looking statements, including those forecasting
earnings per share, net revenue yields, booking levels, pricing, occupancy,
operating, financing and tax costs, costs per available lower berth day,
estimates of ship depreciable lives and residual value or business prospects,
involve risks and uncertainties, there are many factors that could cause
Carnival Corporation's, Carnival plc's and Carnival Corporation & plc's actual
results, performance or achievements to differ materially from those expressed
or implied in this prospectus. These factors include, but are not limited to the
following:
o achievement of expected benefits from the DLC transaction;
o risks associated with the DLC structure;
o liquidity and index inclusion as a result of the implementation
of the DLC structure, including a possible mandatory exchange of
Carnival plc shares that may occur under Carnival plc's
constituent documents;
o risks associated with the uncertainty of the tax status of the
DLC structure;
o general economic and business conditions which may impact levels
of disposable income of consumers and the net revenue yields for
the cruise brands of Carnival Corporation & plc;
o conditions in the cruise and land-based vacation industries,
including competition from other cruise ship operators and
providers of other vacation alternatives and increases in
capacity offered by cruise ship and land-based vacation
alternatives;
o the impact of operating internationally;
o the international political and economic climate, the recent
military action in Iraq, other armed conflicts, terrorist
attacks, availability of air service, and other world events and
negative publicity and their impact on the demand for cruises;
o accidents and other incidents at sea affecting the health,
safety, security and vacation satisfaction of passengers;
o the ability of Carnival Corporation & plc to implement its
shipbuilding program and brand strategies and to continue to
expand its businesses worldwide;
15
o the ability of Carnival Corporation & plc to attract and retain
shipboard crew and maintain good relations with employee unions;
o the ability to obtain financing on terms that are favorable or
consistent with Carnival Corporation & plc's expectations;
o the impact of changes in operating and financing costs, including
changes in foreign currency and interest rates and fuel, food,
insurance and security costs;
o changes in the tax, environmental, health, safety, security and
other regulatory regimes under which Carnival Corporation & plc
operates;
o continued availability of attractive port destinations;
o the ability to successfully implement cost improvement plans and
to integrate business acquisitions;
o continuing financial viability of Carnival Corporation & plc's
travel agent distribution system;
o weather patterns or natural disasters; and
o the ability of a small group of shareholders effectively to
control the outcome of shareholder voting.
These risks and other risks are detailed in the section entitled "Risk
Factors" and in the SEC reports of Carnival Corporation and Carnival plc. That
section and those reports contain important cautionary statements and a
discussion of many of the factors that could materially affect the accuracy of
Carnival Corporation & plc's forward-looking statements and/or adversely affect
Carnival Corporation & plc's businesses, results of operations and financial
positions, which statements and factors are incorporated in this prospectus by
reference.
Forward-looking statements should not be relied upon as a prediction of
actual results. Subject to any continuing obligations under applicable law or
any relevant listing rules, Carnival Corporation & plc expressly disclaims any
obligation to disseminate, after the date of this prospectus, any updates or
revisions to any such forward-looking statements to reflect any change in
expectations or events, conditions or circumstances on which any such statements
are based.
16
USE OF PROCEEDS
Carnival Corporation has no basis for estimating precisely the number
of shares of Carnival Corporation common stock that will ultimately be sold
under the Plan or the prices at which the shares will be sold. However, Carnival
Corporation proposes to use the net proceeds from the sale of newly issued
shares pursuant to the Plan, when and as received, for general corporate
purposes. If shares are purchased for the Plan in the open market, Carnival
Corporation will not receive any proceeds in connection with such purchases.
Carnival plc will not receive any proceeds from the issuance of the
trust shares of beneficial interest in the P&O Princess Special Voting Trust
that are paired with the shares of Carnival Corporation common stock that will
be issued under the Plan. The special voting share of Carnival plc was
previously issued to Carnival Corporation and Carnival plc will not receive any
consideration in respect of the special voting share in connection with the
Plan.
PLAN OF DISTRIBUTION
Carnival Corporation is offering holders of Carnival Corporation common
stock the opportunity to purchase additional shares of Carnival Corporation
common stock without payment of any brokerage commission or service charge.
Carnival Corporation will either pay directly or reimburse the administrator of
the Plan for the expenses of administering the Plan.
17
DESCRIPTION OF THE PLAN
The provisions of the Plan are set forth below in question and answer
format. The Plan was approved by the Board of Directors of Carnival Corporation
on October 9, 1995, and became effective as of October 9, 1995. The Board of
Directors of Carnival Corporation, on June 25, 2003, amended the Plan to
increase the number of authorized and unissued shares of Carnival Corporation
Common Stock issuable under the Plan from 150,000 to 1,000,000, subject to
adjustment for stock splits, stock dividends, combinations and other similar
events affecting the Carnival Corporation Common Stock. All shares of Carnival
Corporation common stock issued and to be issued by Carnival Corporation
pursuant to the Plan have been or will be, when issued, fully paid and
nonassessable.
As a result of the DLC transaction, one trust share of beneficial
interest in the P&O Princess Special Voting Trust, which represents an equal,
undivided beneficial interest in the special voting share issued by Carnival
plc, is paired with each share of Carnival Corporation common stock.
Consequently, upon each issuance of shares of Carnival Corporation common stock
to a person under the Plan, an equivalent number of the non-detachable paired
trust shares will also be issued to the same person. The trust shares are not
detachable from the corresponding shares of Carnival Corporation common stock.
All trust shares to be issued pursuant to the Plan will be, when issued, fully
paid and nonassessable. Carnival Corporation's common stock and the paired trust
shares (including the beneficial interest in the Carnival plc special voting
share) are listed and trade together on the NYSE under the ticker symbol "CCL."
For more information on the paired trust shares, see "About This Prospectus."
1. WHAT IS THE PLAN?
The Plan provides that Carnival Corporation's eligible owners of common
stock may reinvest their cash dividends automatically in shares of Carnival
Corporation common stock.
2. WHAT IS THE PURPOSE OF THE PLAN AND WHAT ARE ITS ADVANTAGES?
The Plan offers a convenient and economical way for holders of record
of Carnival Corporation's common stock to increase their ownership of shares of
Carnival Corporation common stock without incurring brokerage commissions or
service charges and without having to pay full dealer mark-ups, if any. Full
investment of funds is possible under the Plan because the Plan permits
fractions of shares, as well as full shares, to be credited to a participant's
account. Participants will be credited with dividends on full and fractions of
shares held under the Plan.
To the extent that shares purchased under the Plan are purchased from
Carnival Corporation from its authorized and unissued shares of common stock,
Carnival Corporation will use the proceeds of the sale for general corporate
purposes.
3. WHO ADMINISTERS THE PLAN AND WHAT REPORTS WILL PARTICIPANTS
RECEIVE CONCERNING THE PLAN?
SunTrust Bank (the "Agent"), a bank unaffiliated with Carnival
Corporation, will administer the Plan. The Agent arranges for the custody of
share certificates, keeps records, sends statements of account to participants,
and makes purchases of shares of Carnival Corporation common stock under the
Plan for the account of participants. The Agent will send
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each participant a statement of his or her account under the Plan as soon as
practicable following each purchase of shares of Carnival Corporation common
stock. Each statement will show (a) any dividends credited; (b) plan shares
purchased and fractional shares allocated; (c) the cost per share of the
purchased shares and fractional shares; (d) the number of whole shares for which
certificates have been issued, if any; and (e) the beginning and ending balances
of whole shares and fractional shares. The Agent will also provide Plan
participants with copies of any amendments to the Plan and any Prospectuses
relating to the Plan together with information for reporting dividend income for
federal income tax purposes. The Agent will also serve as custodian of shares
purchased under the Plan to protect participants from loss, theft or destruction
of stock certificates.
All inquiries, notices, requests and other communications by
participants concerning the Plan should be sent to the Agent at:
SUNTRUST BANK
Mail Code 258
P. O. Box 4625
Atlanta, GA 30302-4625
Participants may also contact the Agent by telephone at 1-800-568-3476.
Participants are required to promptly notify the Agent in writing of
any change of address. Notices or statements from the Agent may be given or made
by letter addressed to the participant at his or her last address of record with
the Agent and any such notice or statement shall be deemed given or made when
received by the participant or 5 days after mailing, whichever occurs earlier.
Carnival Corporation reserves the right to assume the administration of
the Plan at any time and without prior notice to Plan participants. In the event
the Agent should resign or otherwise cease to act as an agent or as custodian of
shares under the Plan, Carnival Corporation will make such other arrangements as
it deems appropriate for administration of the Plan and the custody of shares
purchased under the Plan.
4. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any shareholder owning of record shares of Carnival Corporation common
stock is eligible to participate in the Plan. Participation in the Plan is
entirely voluntary. If any shareholder owns stock which is registered in a name
other than his or her own, such as in the name of a broker, bank nominee or
trustee, and wishes to participate in the Plan, it will be necessary for him or
her to withdraw his or her shares from "street name" or other registration and
register the stock in his or her own name.
5. HOW DOES AN ELIGIBLE STOCKHOLDER PARTICIPATE?
Any eligible shareholder may participate in the Plan at any time by
completing an authorization card and returning it to the Agent. The
authorization card authorizes the Agent to establish an account for the
participant. In addition, the authorization card will direct the Agent to apply
cash dividends on all shares of Carnival Corporation common stock owned of
record by the participant, or on such lesser number of shares of Carnival
Corporation common stock as may be designated by the participant, and all cash
dividends on all shares of Carnival Corporation common stock credited to his or
her account under the Plan, to the purchase of shares of Carnival
19
Corporation common stock. If an authorization card is received later than the
record date for a cash dividend, the dividend will be paid to the participant in
cash and participation in the Plan will begin as of the next dividend payment
date.
The dividend record date set by Carnival Corporation has been generally
about fourteen days prior to the dividend payment date. Dividends have
historically been paid on approximately the fourteenth day of March, June,
September and December; however, such dates are subject to change at the
discretion of Carnival Corporation's Board of Directors. A new authorization
card, decreasing or increasing the amount of stock subject to the Plan, may be
submitted at any time.
In all cases, an authorization card must be signed by, or on behalf of,
all owners of record. When shares are held by joint tenants, all should sign.
When an authorization card is signed by an executor, administrator, trustee or
guardian, or as attorney, the capacity in which the notification is signed must
be specified. An authorized officer or other official, identified as such,
should sign an authorization card of a corporate or other organizational owner.
6. WHAT IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?
Shares purchased under the Plan will come from the authorized and
unissued shares of the Carnival Corporation common stock or from shares
purchased on the open market by the Agent, as determined by Carnival
Corporation. Any market purchases may be in negotiated transactions, but prices
may not exceed current market prices at the time of purchase.
Neither Carnival Corporation nor the Agent shall have any liability to
participants in connection with the timing of purchases, the price at which
shares of the Carnival Corporation common stock are purchased, or the failure to
make purchases at any time in order to comply with statutory, regulatory or
other legal restrictions.
With respect to any open market purchases made under the Plan, the
Agent will have full discretion as to all matters relating to purchases,
including determination of the number of shares, if any, to be purchased on any
day, the time of day, the price paid for such shares, the markets in which such
shares are to be purchased (including on any securities exchange or in the
over-the-counter market) and the persons (including brokers or dealers) from or
through whom such purchases are made.
7. WHEN WILL FUNDS BE INVESTED UNDER THE PLAN?
If shares are purchased from Carnival Corporation, the purchases will
be made on the dividend payment date and such shares will be credited to
participants' accounts on the dividend payment date. If shares are to be
purchased in the open market, the Agent is to use its best efforts to apply all
funds received by it to the purchase of shares within 30 days of the receipt of
such funds from Carnival Corporation, subject to any applicable requirements
under the federal securities laws relating to the timing and manner of purchases
of Carnival Corporation common stock under the Plan. Any funds not used within
30 days of their receipt by the Agent to buy shares of Carnival Corporation
common stock will be returned to participants. No interest shall be paid to the
participant on any funds credited to his or her account.
8. WHAT IS THE PURCHASE PRICE OF THE SHARES?
If the Carnival Corporation common stock is purchased from Carnival
Corporation, the price per share of the common stock purchased with
participant's cash dividends will be the
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closing price for the Carnival Corporation common stock on the New York Stock
Exchange Composite Tape on the dividend payment date, as reported in THE WALL
STREET JOURNAL or other authoritative source. In the event there are no trades
in the Carnival Corporation common stock on such date, the purchase price shall
be the closing price on the most recent date preceding the dividend payment
date, as reported in THE WALL STREET JOURNAL or other authoritative source. The
price per share for open market purchases will be the weighted average price
paid by the Agent for all shares of Carnival Corporation common stock purchased
by it for participants in the Plan through negotiation with the seller. No share
of Carnival Corporation common stock will be purchased at a price in excess of
current market prices at the time of purchase.
9. HOW MANY SHARES OF CARNIVAL CORPORATION COMMON STOCK WILL BE
PURCHASED FOR A PARTICIPANT?
The number of shares to be purchased depends on the amount of the
participant's dividends and the price paid for the Carnival Corporation common
stock. In making purchases for the participant's account, the Agent will pool
the participant's funds with those of other participants. If funds received on
behalf of a participant are insufficient to buy a full share (or shares) the
Agent will credit the participant's account with a fractional share computed to
four decimal places.
10. ARE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
Carnival Corporation shall either pay directly or reimburse the Agent
for the expenses of administering the Plan, including, but not limited to, the
costs of printing and distributing Plan literature to record holders of Carnival
Corporation common stock and forwarding proxy solicitation materials to
participants. Participants will not be responsible for payment of any brokerage
commissions or fees or service charges in connection with the purchase of shares
under the Plan whether their shares are newly issued or purchased on the open
market.
Any costs incurred as a result of a participant's request to sell
shares of stock in his or her account pursuant to Section 12 or 13 shall be
borne by the participant. Such costs shall include, but not be limited to,
brokerage commissions.
Carnival Corporation has authorized the Agent to process all purchases
and sales through various brokers. The Agent has agreed to process all purchases
and sales of Carnival Corporation common stock for the Plan on a non-profit
basis and will charge Carnival Corporation fees only to the extent necessary to
cover costs incurred by the Agent in effecting such transactions. No minimum
fees will be applied to any transaction by SunTrust Bank.
11. WILL CERTIFICATES BE ISSUED TO PARTICIPANTS FOR SHARES PURCHASED?
Normally, certificates for shares purchased under the Plan will not be
issued to participants. Instead, shares purchased for each participant will be
credited to his or her account under the Plan and held for safety and
convenience by the Agent, as custodian. Shares credited to the account of a
participant under the Plan may not be assigned, pledged as collateral or
otherwise transferred. However, either Carnival Corporation or a participant (by
written notice to the Agent) may elect to have certificates for any number of
full shares credited to the participant's account furnished to the participant
without affecting his or her participation in the Plan. No certificates will be
issued for fractional shares.
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12. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time by notifying the
Agent in writing. If a participant's request to withdraw is received by the
Agent at least five (5) days before a dividend record date, the amount of the
dividend which would have otherwise been applied for purchase of Carnival
Corporation common stock on the related dividend payment date and all subsequent
dividends will be paid in cash to the withdrawing participant unless he or she
re-enrolls in the Plan. If the request is received less than five (5) days
before or after the record date but before the dividend payment date, shares
will be purchased for the participant's account and, as a result, the procedure
outlined below for delivery of certificates, sale of shares and cash payments
will be followed.
When a participant withdraws from the Plan, a certificate for whole
shares credited to his or her account under the Plan will be issued to the
participant. The participant will receive a cash payment for any fractional
share.
Generally, it will require ten days to two weeks from the time notice
of withdrawal is received by the Agent until share certificates are mailed to a
participant. A longer time is required if the notice is received between a
dividend record date and the dividend payment date.
Notice of a participant's death also constitutes notice of withdrawal
from the Plan. Settlement will be made to the participant's duly appointed
personal legal representative after the satisfaction of any applicable
requirements of law.
An eligible shareholder may again become a participant at any time
following his or her withdrawal by following the procedures then in effect for
enrollment in the Plan.
13. HOW AND WHEN MAY A PARTICIPANT SELL SHARES HELD IN THE PLAN?
Any participant may sell some or all of his or her shares in the Plan
either by directing the Agent to sell the shares or through the participant's
broker. If the participant elects to direct the Agent to sell the shares, the
participant shall provide the Agent with an authorization form directing such a
sale, specifying the number of shares to be sold. As soon as practicable after
the receipt of the authorization form, the Agent will sell the shares and remit
the net proceeds of the sale (the total sales price of all shares sold less the
costs of the sale, including brokerage commissions) to the participant.
If the participant elects to sell through a broker, he or she must
first request the Agent to send the participant a certificate or certificates
representing the requested number of shares in the Plan credited to the
participant's account. As soon as practicable after the receipt of such request,
the Agent will issue a certificate or certificates representing such number of
shares to the participant in his or her name as it appears in the participant's
account under the Plan, unless other instructions are received in writing.
Generally, it will require ten days to two weeks from the time a request is
received by the Agent until shares certificates are mailed to a participant. A
longer time is required if the request is received between a dividend record
date and the dividend payment date.
A participant who wishes to sell some or all of his or her shares in
the Plan should be aware of the risk that the price of the Carnival Corporation
common stock may decrease between
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the time that the participant determines to sell shares in the Plan and the time
that the sale is completed. This risk is borne solely by the participant.
14. WHAT HAPPENS IF CARNIVAL CORPORATION ISSUES A STOCK DIVIDEND,
DECLARES A STOCK SPLIT, OR HAS A RIGHTS OFFERING?
Stock dividends in the form of Carnival Corporation common stock or
split shares distributed by Carnival Corporation on shares of Carnival
Corporation common stock held by the Agent for a participant will be credited to
the participant's Plan Account. Certificates for stock dividends and split
shares distributed on shares of Carnival Corporation common stock registered in
the name of the participant will be mailed directly to the participant. In the
event of a subscription rights offering or a dividend in the form of stock other
than Carnival Corporation common stock, such rights or such stock will be mailed
directly to a participant in the Plan in the same manner as to holders of
Carnival Corporation common stock not participating in the Plan.
15. WHO VOTES THE SHARES HELD IN THE PLAN?
The Agent will forward, as soon as practicable, any proxy solicitation
materials to each participant. If the proxy is returned to the Agent on a timely
basis and properly signed, the Agent will vote the whole and fractional shares
credited to the participant's account in accordance with the instructions given
or, if no instructions are given, in accordance with the recommendations of
Carnival Corporation's management. If the signed proxy is not returned, returned
unsigned or returned late, the shares credited to the participant's account will
not be voted.
16. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF
CARNIVAL CORPORATION COMMON STOCK ACQUIRED THROUGH THE PLAN?
Participants are advised to consult their own tax advisors with respect
to the tax consequences of their participation in the Plan. The reinvestment of
cash dividends does not relieve the participant of any income tax payable on
such dividends. Each year a participant will receive from the Agent all required
Internal Revenue Service Federal income tax statements which reflect the
dividends paid on shares of Carnival Corporation common stock registered in the
participant's name and the dividends paid on the participant's credited shares
of Carnival Corporation common stock under the Plan. The Agent's statements of a
participant's Plan account should be retained by the participant to help
determine the tax basis of shares of Carnival Corporation common stock acquired
through the Plan.
As a general matter, participants who are citizens or residents of the
United States will be taxed by the United States on dividends reinvested under
the Plan in the following manner:
(1) Participants will be treated for federal income tax
purposes as having received, on the dividend payment date, a dividend
equal to the greater of (i) the cash dividend payable on account of the
participant's shares or (ii) the fair market value on the dividend
payment date of the Carnival Corporation common stock purchased with
reinvested dividends. The tax basis and a participant's income
attributable to Carnival Corporation common stock purchased with
reinvested dividends will be equal to the amount of such dividend,
increased by the participant's pro rata share of brokerage fees paid by
Carnival Corporation, if any (see Section 10).
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(2) A participant's holding period for Carnival Corporation
common stock acquired pursuant to the Plan will begin on the day
following the purchase of such Carnival Corporation common stock (see
Section 7).
(3) A participant will not realize any taxable income when
the participant receives certificates for whole shares credited to the
participant's account, either upon the participant's request for the
certificates or upon withdrawal from or termination of the Plan.
(4) A participant will realize gain or loss when whole
shares of Carnival Corporation common stock are sold or exchanged,
whether such shares are sold by the Agent pursuant to the participant's
request upon the participant's withdrawal from the Plan, or by the
participant after withdrawal from or termination of the Plan, and, in
the case of a fractional share, when the participant receives a cash
payment for a fractional share credited to the participant's account
upon withdrawal from or termination of the Plan. The amount of such
gain or loss will be the difference between the amount the participant
receives for the whole shares or fractional share and the tax basis of
the whole shares or fractional share.
Carnival Corporation anticipates that dividends reinvested by
participants in the Plan will not be subject to income tax by the Republic of
Panama.
Because Federal tax laws change constantly and dividends reinvested
pursuant to the Plan may be subject to taxes imposed by the participant's state
of residence, participants are advised to consult their own tax advisors with
respect to the tax consequences of their participation in the Plan, including
the application of Federal, State, Local and Foreign tax laws.
17. HOW ARE PARTICIPANTS WHO ARE NEITHER UNITED STATES CITIZENS
NOR RESIDENTS TAXED ON DIVIDENDS REINVESTED IN THE PLAN?
Dividends paid by Carnival Corporation to shareholders that are neither
United States citizens nor tax residents and gain recognized upon the sale of
Carnival Corporation common stock by such individuals will not be subject to
United States Federal income tax unless considered to be income effectively
connected with a United States trade or business. Certain individuals who are
not otherwise residents of the United States may be considered tax residents
depending on their individual circumstances and applicable treaty rules.
Participants in doubt as to their status for this purpose are urged to consult
their tax advisors.
Carnival Corporation anticipates that dividends reinvested by
participants in the Plan will not be subject to income tax by the Republic of
Panama.
18. WHAT ARE THE RISKS IN PARTICIPATION IN THE PLAN?
Each participant assumes all risks inherent in any stock purchase with
respect to Carnival Corporation common stock purchased under the Plan, whether
or not a certificate for the Carnival Corporation common stock has been issued
to the participant. A participant has no guarantee against a decline in the
price or value of the Carnival Corporation common stock, and Carnival
Corporation assumes no obligation to repurchase any shares purchased under the
Plan. A participant has all the rights of any other owner of the Carnival
Corporation common stock with respect to the whole shares of Carnival
Corporation common stock held for him under the Plan.
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19. WHAT IS THE RESPONSIBILITY OF CARNIVAL CORPORATION AND AGENT
UNDER THE PLAN?
Neither Carnival Corporation nor the Agent shall be liable in
administering the Plan for any act done in good faith, or for any good faith
omission to act, including, without limitation, any claims of liability: (1)
arising out of failure to terminate the participant's Plan Account upon such
participant's death prior to receipt of notice in writing of such death; (2)
with respect to the prices at which shares of Carnival Corporation common stock
are purchased or sold for the participant's Plan Account and the time when such
purchases or sales are made (provided, however, that nothing herein shall be
deemed to constitute a waiver of any rights that a participant might have under
the Securities Exchange Act of 1934 or other applicable State securities laws);
and (3) for any fluctuations in the market price after purchase or sale of
shares of Carnival Corporation common stock.
20. WHO INTERPRETS AND REGULATES THE PLAN?
The Board of Directors of Carnival Corporation reserves the right to
interpret and regulate the Plan. The Board of Directors may adopt rules,
regulations and procedures to resolve matters not specifically covered by the
Plan.
21. MAY THE PLAN BE AMENDED OR DISCONTINUED?
The Board of Directors of Carnival Corporation may suspend, amend, or
terminate the Plan at any time upon 30 days' written notice to the participants
and to the Agent setting forth the effective date of the suspension, amendment,
or termination. The Board of Directors of Carnival Corporation, with the consent
of the Agent, may also terminate or amend the Plan at any time effective
immediately upon notice to the participants in order to correct any
noncompliance of the Plan with any applicable law. Any suspension, amendment, or
termination, however, shall not affect any participant's interest in the Plan
which has accrued prior to the date of the suspension, amendment, or
termination.
In the event of termination of the Plan, the Agent shall issue to each
participant, as soon as practicable, certificates for the whole shares credited
to his or her account under the Plan and a check in the amount equal to the cash
and proceeds from the liquidation of the fractional shares allocated to his or
her account.
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LEGAL OPINIONS
The validity of the shares of Carnival Corporation common stock
issuable under the Plan has been passed upon by Tapia Linares y Alfaro, counsel
to Carnival Corporation. The validity of the trust shares of beneficial interest
in the P&O Princess Special Voting Trust issuable under the Plan has been passed
upon by Maples and Calder, counsel to the trustee of the P&O Princess Special
Voting Trust. The validity of the Carnival plc special voting share has been
passed upon by Freshfields Bruckhaus Deringer, counsel to Carnival plc.
EXPERTS
The consolidated financial statements of Carnival Corporation
incorporated in this prospectus by reference to the Annual Report on Form 10-K/A
of Carnival Corporation for the year ended November 30, 2002 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.
The consolidated financial statements of Carnival plc, formerly known
as P&O Princess Cruises plc, as of December 31, 2002 and 2001 and for each of
the years in the three year period ended December 31, 2002, have been
incorporated by reference herein in reliance upon the report of KPMG Audit Plc,
chartered accountants and registered auditor, incorporated by reference herein
and upon the authority of said firm as experts in auditing and accounting. The
audit report covering the December 31, 2002 financial statements refers to the
adoption of FRS 19 Deferred Tax.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Carnival Corporation's third amended and restated articles of
incorporation and by-laws provide, subject to the requirements set forth
therein, that with respect to any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, Carnival Corporation
shall indemnify such person by reason of the fact that he is or was one of
Carnival Corporation's or Carnival plc's directors or officers, and may
indemnify such person by reason of the fact that he is or was one of Carnival
Corporation's or Carnival plc's employees or agents or is or was serving at
Carnival Corporation's or Carnival plc's request as a director, officer,
employee or agent in another corporation, partnership, joint venture, trust or
other enterprise, in either case against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to Carnival
Corporation's or Carnival plc's best interests and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Carnival Corporation has entered into agreements with each of its
directors providing essentially the same indemnities as are described in
Carnival Corporation's third amended and restated articles of incorporation in
the event that such director or such director's heirs, executors or
administrators are made a party to threatened, pending or completed actions,
suits or proceedings as described above.
Article 288 of Carnival plc's articles of association provides:
"Subject to the provisions of the Companies Acts but without prejudice
to any indemnity to which a director may otherwise be entitled, every director
or other officer of Carnival plc or of Carnival Corporation shall be indemnified
out of the assets of Carnival plc against any liability incurred by him to the
fullest extent permitted under the law."
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Under the UK Companies Act 1985, a UK company is not permitted to
indemnify a director or officer of the company (or any person employed by the
company as an auditor) against any liability in respect of any negligence,
default, breach of duty or breach of trust of which he may be guilty in relation
to the company. UK companies, however, may:
o purchase and maintain liability insurance for officers and
directors; and
o indemnify officers and directors against any liability incurred
by him either in defending any proceedings in which judgment is
given in his favor or he is acquitted, or in connection with the
court granting him relief from liability in the case of honest
and reasonable conduct.
Carnival plc has entered into agreements with each of its directors
providing essentially the same indemnities as are described in Carnival plc's
articles of association as described above.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling
Carnival Corporation or Carnival plc pursuant to the foregoing provisions, each
of the registrants has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following statement sets forth the estimated amount of expenses to be borne
by Carnival Corporation & plc in connection with the issuance and distribution
of the securities being registered:
Registration Fee...................................... $ 2,198
NYSE Listing Fee...................................... 1,500
Legal Fees and Expenses*.............................. 50,000
Accountants' Fees and Expenses*....................... 10,000
Miscellaneous Expenses*............................... 5,000
--------
Total................................................. $ 68,698
========
* Except for the registration fee and NYSE listing fee all expenses are
estimates.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Carnival Corporation's third amended and restated articles of
incorporation and by-laws provide, subject to the requirements set forth
therein, that with respect to any person who was or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, Carnival Corporation
shall indemnify such person by reason of the fact that he is or was one of
Carnival Corporation's or Carnival plc's directors or officers, and may
indemnify such person by reason of the fact that he is or was one of Carnival
Corporation's or Carnival plc's employees or agents or is or was serving at
Carnival Corporation's or Carnival plc's request as a director, officer,
employee or agent in another corporation, partnership, joint venture, trust or
other enterprise, in either case against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to Carnival
Corporation's or Carnival plc's best interests and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. Carnival Corporation has entered into agreements with each of its
directors providing essentially the same indemnities as are described in
Carnival Corporation's third amended and restated articles of incorporation in
the event that such director or such director's heirs, executors or
administrators are made a party to threatened, pending or completed actions,
suits or proceedings as described above.
Article 288 of Carnival plc's articles of association provides:
"Subject to the provisions of the Companies Acts but without prejudice
to any indemnity to which a director may otherwise be entitled, every director
or other officer of Carnival plc or of Carnival Corporation shall be indemnified
out of the assets of Carnival plc against any liability incurred by him to the
fullest extent permitted under the law."
Under the UK Companies Act 1985, a UK company is not permitted to
indemnify a director or officer of the company (or any person employed by the
company as an auditor) against any liability in respect of any negligence,
default, breach of duty or breach of trust of which he may be guilty in relation
to the company. UK companies, however, may:
II-1
o purchase and maintain liability insurance for officers and
directors; and
o indemnify officers and directors against any liability incurred
by him either in defending any proceedings in which judgment is
given in his favor or he is acquitted, or in connection with the
court granting him relief from liability in the case of honest
and reasonable conduct.
Carnival plc has entered into agreements with each of its directors
providing essentially the same indemnities as are described in Carnival plc's
articles of association as described above.
ITEM 16. EXHIBITS
4.1 Third Amended and Restated Articles of Incorporation of Carnival
Corporation (incorporated by reference to the joint Current Report on
Form 8-K of Carnival Corporation and Carnival plc, filed on April 17,
2003).
4.2 Amended and Restated By-laws of Carnival Corporation (incorporated by
reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.3 Articles of Association of Carnival plc (incorporated by reference to
the Carnival plc's current report on Form 8-K, filed on April 17,
2003).
4.4 Memorandum of Association of Carnival plc (incorporated by reference to
Carnival plc's current report on Form 8-K, filed on April 17, 2003).
4.5 Voting Trust Deed, dated as of April 17, 2003, between Carnival
Corporation and The Law Debenture Trust Corporation (Cayman) Limited,
as trustee (incorporated by reference to the joint Current Report on
Form 8-K of Carnival Corporation and Carnival plc, filed on April 17,
2003).
4.6 Pairing Agreement, dated as of April 17, 2003, between Carnival
Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee, and SunTrust Bank, as transfer agent (incorporated by
reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.7 SVE Special Voting Deed, dated as of April 17, 2003 between Carnival
Corporation, DLS SVC Limited, P&O Princess Cruises, plc, The Law
Debenture Trust Corporation (Cayman) Limited, as trustee, and The Law
Debenture Trust Corporation, P.L.C. (incorporated by reference to the
joint Current Report on Form 8-K of Carnival Corporation and Carnival
plc, filed on April 17, 2003).
4.8 Authorization Card relating to Carnival Corporation's Automatic
Dividend Reinvestment Plan.
4.9 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.16 to the joint Registration Statement on Form S-3/F-3 of Carnival
Corporation, Carnival plc and P&O Princess Cruises International
Limited, filed with the Commission on June 19, 2003).
5.1 Opinion of Tapia Linares y Alfaro.
II-2
5.2 Opinion of Maples and Calder.
5.3 Opinion of Freshfields Bruckhaus Deringer.
23.1 Consent of Tapia Linares y Alfaro (included with Exhibit 5.1).
23.2 Consent of Maples and Calder (included with Exhibit 5.2).
23.3 Consent of Freshfields Bruckhaus Deringer (included with Exhibit 5.3).
23.4 Consent of PricewaterhouseCoopers LLP, Independent Certified Public
Accountants.
23.5 Consent of KPMG Audit Plc Chartered Accountants, Registered Auditor of
Carnival plc.
24.1 Power of Attorney of certain officers and directors of Carnival
Corporation (included on the signature pages hereof).
24.2 Power of Attorney of certain officers and directors of Carnival plc
(included on the signature pages hereof).
ITEM 17. UNDERTAKINGS
(a) Each of the registrants hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or
II-3
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) Each of the undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-4
SIGNATURES OF CARNIVAL CORPORATION
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on June 25, 2003.
CARNIVAL CORPORATION
By: /s/ Micky Arison
-----------------------------------------
Name: Micky Arison
Title: Chairman of the Board of Directors
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned directors and officers of Carnival Corporation
hereby severally constitutes and appoints Howard S. Frank, Gerald R. Cahill or
Arnaldo Perez, and each of them, as attorneys-in-fact for the undersigned, in
any and all capacities, with full power of substitution, to sign any amendments
to this registration statement (including post-effective amendments), and to
file the same with exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that each said attorney-in-fact, or
any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Micky Arison Chairman of the Board of Directors June 25, 2003
- ---------------------------- and Chief Executive Officer
Micky Arison (Principal Executive Officer)
Vice-Chairman of the Board of Directors
- ---------------------------- and Chief Operating Officer
Howard S. Frank
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald R. Cahill Senior Vice President -- Finance and June 25, 2003
- ---------------------------- Chief Financial and Accounting Officer
Gerald R. Cahill (Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard G. Capen, Jr. Director June 25, 2003
- ---------------------------
Richard G. Capen, Jr.
/s/ Robert H. Dickinson Director June 25, 2003
- ---------------------------
Robert H. Dickinson
/s/ Arnold W. Donald Director June 25, 2003
- ---------------------------
Arnold W. Donald
/s/ Pier Luigi Foschi Director June 25, 2003
- ---------------------------
Pier Luigi Foschi
/s/ Baroness Hogg Director June 25, 2003
- ---------------------------
Baroness Hogg
/s/ A. Kirk Lanterman Director June 25, 2003
- ---------------------------
A. Kirk Lanterman
Director
- ---------------------------
Modesto A. Maidique
Director
- ---------------------------
John McNulty
/s/ Sir John Parker Director June 25, 2003
- ---------------------------
Sir John Parker
/s/ Peter G. Ratcliffe Director June 25, 2003
- ---------------------------
Peter G. Ratcliffe
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Stuart Subotnick Director June 25, 2003
- ---------------------------
Stuart Subotnick
/s/ Uzi Zucker Director June 25, 2003
- ---------------------------
Uzi Zucker
SIGNATURES OF CARNIVAL PLC
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on June 25, 2003.
CARNIVAL CORPORATION
By: /s/ Micky Arison
-----------------------------------------
Name: Micky Arison
Title: Chairman of the Board of Directors
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned directors and officers of Carnival plc hereby
severally constitutes and appoints Howard S. Frank, Gerald R. Cahill or Arnaldo
Perez, and each of them, as attorneys-in-fact for the undersigned, in any and
all capacities, with full power of substitution, to sign any amendments to this
registration statement (including post-effective amendments), and to file the
same with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact, or any of them,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Micky Arison Chairman of the Board of Directors June 25, 2003
- ---------------------------- and Chief Executive Officer
Micky Arison (Principal Executive Officer)
/s/ Howard S. Frank Vice-Chairman of the Board of Directors June 25, 2003
- ---------------------------- and Chief Operating Officer
Howard S. Frank
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald R. Cahill Senior Vice President -- Finance and June 25, 2003
- ---------------------------- Chief Financial and Accounting Officer
Gerald R. Cahill (Principal Financial Officer and Principal
Accounting Officer)
/s/ Richard G. Capen, Jr. Director June 25, 2003
- ---------------------------
Richard G. Capen, Jr.
Director
- ---------------------------
Robert H. Dickinson
/s/ Arnold W. Donald Director June 25, 2003
- ---------------------------
Arnold W. Donald
/s/ Pier Luigi Foschi Director June 25, 2003
- ---------------------------
Pier Luigi Foschi
Director
- ---------------------------
Baroness Hogg
/s/ A. Kirk Lanterman Director June 25, 2003
- ---------------------------
A. Kirk Lanterman
/s/ Modesto A. Maidique Director June 25, 2003
- ---------------------------
Modesto A. Maidique
Director
- ---------------------------
John McNulty
Director
- ---------------------------
Sir John Parker
Director
- ---------------------------
Peter G. Ratcliffe
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Stuart Subotnick Director June 25, 2003
- ---------------------------
Stuart Subotnick
/s/ Uzi Zucker Director June 25, 2003
- ---------------------------
Uzi Zucker
EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Third Amended and Restated Articles of Incorporation of Carnival
Corporation (incorporated by reference to the joint Current Report
on Form 8-K of Carnival Corporation and Carnival plc, filed on
April 17, 2003).
4.2 Amended and Restated By-laws of Carnival Corporation (incorporated
by reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.3 Articles of Association of Carnival plc (incorporated by reference
to the Carnival plc's current report on Form 8-K, filed on April
17, 2003).
4.4 Memorandum of Association of Carnival plc (incorporated by
reference to Carnival plc's current report on Form 8-K, filed on
April 17, 2003).
4.5 Voting Trust Deed, dated as of April 17, 2003, between Carnival
Corporation and The Law Debenture Trust Corporation (Cayman)
Limited, as trustee (incorporated by reference to the joint Current
Report on Form 8-K of Carnival Corporation and Carnival plc, filed
on April 17, 2003).
4.6 Pairing Agreement, dated as of April 17, 2003, between Carnival
Corporation, The Law Debenture Trust Corporation (Cayman) Limited,
as trustee, and SunTrust Bank, as transfer agent (incorporated by
reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.7 SVE Special Voting Deed, dated as of April 17, 2003 between
Carnival Corporation, DLS SVC Limited, P&O Princess Cruises, plc,
The Law Debenture Trust Corporation (Cayman) Limited, as trustee,
and The Law Debenture Trust Corporation, P.L.C. (incorporated by
reference to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003).
4.8 Authorization Card relating to Carnival Corporation's Automatic
Dividend Reinvestment Plan.
4.9 Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4.16 to the joint Registration Statement on Form S-3/F-3 of
Carnival Corporation, Carnival plc and P&O Princess Cruises
International Limited, filed with the Commission on June 19, 2003).
5.1 Opinion of Tapia Linares y Alfaro.
5.2 Opinion of Maples and Calder.
5.3 Opinion of Freshfields Bruckhaus Deringer.
23.1 Consent of Tapia Linares y Alfaro (included with Exhibit 5.1).
23.2 Consent of Maples and Calder (included with Exhibit 5.2).
23.3 Consent of Freshfields Bruckhaus Deringer (included with Exhibit
5.3).
23.4 Consent of PricewaterhouseCoopers LLP, Independent Certified Public
Accountants.
23.5 Consent of KPMG Audit Plc Chartered Accountants, Registered Auditor
of Carnival plc.
24.1 Power of Attorney of certain officers and directors of Carnival
Corporation (included on the signature pages hereof).
24.2 Power of Attorney of certain officers and directors of Carnival plc
(included on the signature pages hereof).
EXHIBIT 4.8
-----------
CARNIVAL CORPORATION
AUTHORIZATION FOR AUTOMATIC DIVIDEND REINVESTMENT PLAN
This authorization is made pursuant to the terms and conditions of the Carnival
Corporation Automatic Dividend Reinvestment Plan, as the same may from time to
time be amended (the "Plan"), for holders of shares of Carnival Corporation
common stock (the "Shares").
(Please mark either box one or two)
[_] Full Dividend Reinvestment: I hereby authorize Carnival Corporation to
pay to SunTrust Bank for my account all cash dividends payable to me on
Shares now or hereafter registered in my name exactly as it appears on
the books of Carnival Corporation's Transfer Agent.
[_] Partial Dividend Reinvestment: I hereby Authorize Carnival Corporation to
pay to SunTrust Bank for my account the cash dividends payable to me on
__________ Shares now registered in my name exactly as it appears on the
books of Carnival Corporation's Transfer Agent.
I hereby appoint SunTrust Bank as my agent, subject to terms and conditions of
the Plan, and authorize SunTrust Bank, as such agent, to (1) receive all such
cash dividends pursuant to the Plan, (2) use such funds to purchase full and
fractional Shares, (3) receive and hold for my account all such full and
fractional Shares purchased therewith and (4) otherwise act in accordance with
the Plan.
I acknowledge receipt of the brochure describing the Plan and agree to the terms
and conditions of the Plan as set forth therein.
(continued for signature(s) on reverse side)
This authorization and appointment is given with the understanding that I may
terminate the same at any time by so notifying in writing. THIS IS NOT A PROXY.
Please sign Authorization Card exactly as the registration appears on the face
of your stock certificate. All joint owners must sign.
Social Security or Tax Identification Stockholder________________________
Number: _____________________________ Signature
Date: _____________________________ Print Name:________________________
Address:_____________________________ Stockholder________________________
Signature
_____________________________ Print Name:________________________
_____________________________
Area Code Telephone Number
_____________________________________
(THIS IS NOT A PROXY)
EXHIBIT 5.1
-----------
[LETTERHEAD OF TAPIA LINARES Y ALFARO]
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
U.S.A.
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Dear Sirs:
In connection with the above mentioned Registration Statement on Form S-3 (the
"Registration Statement"), filed by Carnival Corporation (the "Company") and
Carnival plc with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
promulgated thereunder, which relates to, among other things, the registration
of 1,000,000 shares (the "Shares") of common stock, par value $0.01 per share of
the Company to be issued pursuant to the Company's Automatic Dividend
Reinvestment Plan (the "Reinvestment Plan"), we have been requested to render
our opinion as to the legality of the Shares being registered thereunder.
In this connection, we have examined (i) originals, photocopies or conformed
copies of the Reinvestment Plan, (ii) the Third Amended and Restated Articles of
Incorporation and By-Laws of the Company, each as amended to date, and (iii)
records of certain of the Company's corporate proceedings. In addition, we have
made such other examinations of law and fact as we have considered necessary in
order to form a basis of the opinions hereinafter expressed. In connection with
such investigation, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to originals of all documents submitted to us as photocopies or conformed
copies. We have relied as to matters of fact upon declarations and certificates
of officers of the Company.
Carnival Corporation
June 27, 2003
Page 2
- --------------------------------------------------------------------------------
Based on the foregoing, we are of the opinion that:
1. The Company is duly incorporated and validly existing as a corporation
in good standing under the laws of the Republic of Panama.
2. The Shares have been duly and legally authorized for issuance, and such
shares, when issued and delivered by the Company on the terms and
conditions described in the Reinvestment Plan and paid for in
accordance with the terms and provisions of the Reinvestment Plan, will
be validly issued, fully paid and non-assessable.
3. The Shares, when issued and delivered by the Company on the terms and
conditions described in the Reinvestment Plan and paid for in
accordance with the terms and provisions of the Reinvestment Plan, will
be paired with one trust share of beneficial interest in the P&O
Princess Special Voting Trust, or any successor thereto.
We are members of the Bar of the Republic of Panama. We express no opinion as to
matters of law other than the laws of the Republic of Panama.
We hereby consent to all references to our firm in the Registration Statement
and in the prospectus therein, and to the filing by the Company of this opinion
as an exhibit to the Registration Statement. In giving this consent, we do not
thereby admit that we come within the category of persons whose consent is
required by the Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Mario E. Correa
Mario E. Correa
MEC/ocb
EXHIBIT 5.2
-----------
[LETTERHEAD OF MAPLES and CALDER]
The Law Debenture Trust Corporation (Cayman) Limited
4th Floor Harbour Place
PO Box 1034GT
103 South Church Street
George Town
Grand Cayman
Cayman Islands
27th June, 2003
Dear Sirs
P&O PRINCESS SPECIAL VOTING TRUST
- ---------------------------------
We have acted as Cayman Islands counsel to The Law Debenture Corporation
(Cayman) Limited (the "Trustee") in connection with:
(i) the execution and delivery of the voting trust deed (the
"TRUST DEED") dated 17th April, 2003 by and between Carnival
Corporation, a Panamanian corporation ("CARNIVAL
CORPORATION") and the Trustee, establishing the P&O Princess
Special Voting Trust, a Cayman Islands law trust (the
"TRUST") and pursuant to which shares of beneficial interest
in the Trust (the "TRUST SHARES") are to be issued and the
initial trust property of which is the P&O Princess Special
Voting Share (the "INITIAL PROPERTY"); and
(ii) the registration statement on Form S-3, including all
amendments or supplements thereto, filed on 27th June, 2003,
by Carnival Corporation and Carnival plc, a public limited
company incorporated under the laws of England and Wales, with
the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "SECURITIES ACT") (the
"REGISTRATION STATEMENT") relating to, among other things, the
registration under the Securities Act of 1,000,000 Trust
Shares to be issued pursuant to the Automatic Dividend
Reinvestment Plan (the "PLAN") of Carnival Corporation
referred to in the Form S-3. We are furnishing this opinion as
Exhibit 5.2 to the Registration Statement. Other terms used
but not defined in this letter are used as defined in the
Registration Statement or the Trust Deed.
2
1 DOCUMENTS REVIEWED
For the purposes of this opinion, we have reviewed only originals, copies or
final drafts of the following documents:
1.1 the Registration Statement; and
1.2 the Trust Deed.
2 ASSUMPTIONS
The following opinion is given only as to, and based on, circumstances and
matters of fact existing and known to us on the date of this opinion. This
opinion only relates to the laws of the Cayman Islands which are in force on
the date of this opinion. We have also relied on the following assumptions,
which we have not independently verified.
2.1 The Trust Deed has been authorised and duly executed and delivered by
or on behalf of the Depositor in accordance with all relevant laws.
2.2 The Trust Deed is legal, valid, binding and enforceable against the
Depositor and the Trustee in accordance with its terms under all
relevant laws other than the laws of the Cayman Islands.
2.3 Copy documents, conformed copies or drafts of documents provided to
us are true and complete copies of, or in the final forms of, the
originals.
2.4 All signatures, initials and seals are genuine.
2.5 The power, authority and legal right of the Depositor and the Trustee
under all relevant laws and regulations to enter into, execute,
deliver and perform their respective obligations under the Trust Deed
(other than the Trustee under the laws of the Cayman Islands).
2.6 There is nothing under any law (other than Cayman Islands law) which
would or might affect the opinions in this letter. Specifically, we
have made no independent investigation of the laws of England and
Wales, the Republic of Panama or the States of New York or Florida.
3 OPINIONS
Based upon the foregoing and subject to the qualifications set out below and
having regard to such legal considerations as we deem relevant, we are of the
opinion that:
3.1 The Trust is duly established and constitutes a validly existing
trust under the laws of the Cayman Islands.
3
3.2 The Trust Shares when issued as contemplated under the Registration
Statement and the Plan will be duly authorised for issuance in
accordance with the provisions of the Trust Deed and, on the relevant
entries being made in the Share Register, the Trust Shares will
constitute validly issued, fully paid and non-assessable Trust Shares
and, in respect of such Trust Shares, the registered holders will
have the rights attributable thereto as set forth in the Trust Deed.
4 QUALIFICATIONS
The opinions expressed above are subject to the following qualifications:
4.1 Nominal Cayman Islands stamp duty of CI$40 (US$48) may be payable if
the original Trust Deed is brought to or executed in the Cayman
Islands.
4.2 The obligations of the Trustee may be subject to restrictions
pursuant to United Nations sanctions as implemented under the laws of
the Cayman Islands.
4.3 All the beneficiaries under the trust may together terminate the
Trust notwithstanding anything to the contrary in the Trust Deed.
We express no view as to whether the terms of the Trust Deed represent the
intentions of the parties and make no comment with regard to the
representations which may be made by the Depositor or the Trustee.
This opinion is given today and may not be relied on at any later date. This
opinion is given for your benefit for the purposes of the Registration
Statement to be filed under the Securities Act.
We hereby consent to filing of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the heading "Legal Opinions"
in the Registration Statement. In giving our consent, we do not thereby admit
that we are in the category of persons whose consent is required under the
Securities Act or the Rules and Regulations of the Commission thereunder.
Yours faithfully,
/s/ Maples and Calder
MAPLES and CALDER
- -----------------
EXHIBIT 5.3
-----------
[LETTERHEAD OF FRESHFIELDS BRUCKHAUS DERINGER]
Carnival plc
Carnival House
5 Gainsford Street
London
SE1 2NE
27 June 2003
Dear Sirs
REGISTRATION STATEMENT ON FORM S-3 OF CARNIVAL CORPORATION AND CARNIVAL PLC
INTRODUCTION
1. In connection with the joint registration statement (the REGISTRATION
STATEMENT) on Form S-3 of Carnival Corporation, a corporation organized under
the laws of the Republic of Panama (CARNIVAL CORPORATION) and Carnival plc, a
public limited company incorporated under the laws of England and Wales (the
COMPANY), under the Securities Act of 1933 (the ACT), we have been requested to
render our opinion on certain matters in connection with the Registration
Statement.
2. The Registration Statement relates to the registration under the Act of
the issuance of the shares of Carnival Corporation common stock issuable under
Carnival Corporation's Automatic Dividend Reinvestment Plan (the PLAN), the
trust shares (the TRUST SHARES) of beneficial interest in the P&O Princess
Special Voting Trust, a trust established under the laws of the Cayman Islands,
that are paired with the shares of Carnival Corporation common stock issuable
under the Plan, which Trust Shares are paired with the shares of Carnival
Corporation common stock on a one-for-one basis and represent a beneficial
interest in a special voting share of the Company and the Company's special
voting share of 1 pound sterling in the capital of the Company (the SPECIAL
VOTING SHARE) issued to Carnival Corporation (such share having been transferred
to the trustee of the P&O Princess Special Voting Trust). The Registration
Statement also registers 850,000 additional
2/5
shares of Carnival Corporation common stock for issuance under the Plan and the
additional Trust Shares that may be issued in connection with the Plan.
3. We are acting as English legal advisers to the Company for the purposes
of giving this opinion. In so acting, we have examined the following documents:
(a) the Registration Statement to be filed under the Act;
(b) a copy of the current Memorandum and Articles of Association of the
Company in force as at 17 April 2003;
(c) a copy of the Company's Certificate of Incorporation dated 19 July
2000, issued by the Registrar of Companies of England and Wales;
(d) a search carried out on 27 June 2003 (carried out by us or by ICC
Information Ltd. on our behalf) of the public documents of the Company
kept at the Registrar of Companies of England and Wales (the COMPANY
SEARCH);
(e) an extract of minutes of a meeting of the Board of Directors of the
Company held on 11 March 2003 authorising the issue and allotment of
the Special Voting Share to Carnival Corporation;
(f) a certified copy of the register of members of the Company and a
certified copy of the register of members of the Cayman Islands
overseas branch register of members of the Company, in each case in
respect of the Special Voting Share; and
(g) a certificate issued to us by the Corporate Counsel of the Company
dated 27 June 2003 (certifying to us that, amongst other matters, the
Special Voting Share has been duly authorised, validly issued and is
fully paid and non-assessable),
and relied upon the statements as to factual matters contained in or made
pursuant to each of the above mentioned documents.
ASSUMPTIONS
4. In considering the above documents and rendering this opinion we have
with your consent and without any further enquiry assumed:
3/5
(a) the genuineness of all signatures on, and the authenticity and
completeness of, all documents submitted to us whether as originals or
copies;
(b) the conformity to originals of all documents supplied to us as
photocopies or facsimile copies;
(c) that where a document has been examined by us in draft or specimen
form, it will be or has been executed in the form of that draft or
specimen;
(d) that each of the statements contained in the certificate of the
Corporate Counsel of the Company dated 27 June 2003 is true and correct
as at the date hereof;
(e) that the information revealed by the Company Search was accurate in all
respects and has not since the time of such search been altered;
(f) that the information revealed by our oral enquiry on 27 June 2003 of
the Central Registry of Winding up Petitions (the WINDING UP ENQUIRY)
was accurate in all respects and has not since the time of such enquiry
been altered; and
(g) the meeting of the board of directors of the Company to authorise the
issue and allotment of the Special Voting Share was properly convened,
quorate and properly held and the extract of the minutes of that
meeting referred to in 3(e) above is a true and accurate description of
the resolution passed at that meeting and the resolution remains in
force and has not been revoked or amended.
OPINION
5. Based and relying solely upon the foregoing and the matters set out in
paragraphs 6 and 7 below and any matters not disclosed to us, we are of the
opinion that the Special Voting Share has been duly authorised and validly
issued and is fully paid and non-assessable.
For the purposes of this opinion, we have assumed that the term "non-assessable"
in relation to the Special Voting Share means under English law that the holder
of such share, in respect of which all amounts due on such share as to the
nominal amount and any premium thereon have been fully paid, will be under no
further obligation to contribute to the liabilities of the Company solely in its
capacity as holder of such share.
QUALIFICATIONS
6. Our opinion is subject to the following qualifications:
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(a) the Company Search is not capable of revealing conclusively whether or
not:
(i) a winding up order has been made or a resolution passed for
the winding up of a company; or
(ii) an administration order has been made; or
(iii) a receiver, administrative receiver, administrator or
liquidator has been appointed,
since notice of these matters may not be filed with the Registrar of
Companies immediately and, when filed, may not be entered on the public
database or recorded on the public microfiches of the relevant company
immediately.
In addition, the Company Search is not capable of revealing, prior to
the making of the relevant order, whether or not a winding up petition
or a petition for an administration order has been presented;
(b) the Winding up Enquiry relates only to a compulsory winding up and is
not capable of revealing conclusively whether or not a winding up
petition in respect of a compulsory winding up has been presented,
since details of the petition may not have been entered on the records
of the Central Registry of Winding up Petitions immediately or, in the
case of a petition presented to a County Court, may not have been
notified to the Central Registry and entered on such records at all,
and the response to an enquiry only relates to the period of
approximately four years prior to the date when the enquiry was made;
and
(c) this opinion is subject to all applicable laws relating to insolvency,
bankruptcy, administration, reorganisation, liquidation or analogous
circumstances.
OBSERVATIONS
7. We should also like to make the following observations:
(a) it should be understood that we have not been responsible for
investigating or verifying the accuracy of the facts, including the
statements of foreign law, or the
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reasonableness of any statement or opinion or intention contained in or
relevant to the Registration Statement, or that no material facts have
been omitted therefrom; and
(b) it should be understood that we have not been responsible for
investigating or verifying the accuracy of the facts, including
statements of foreign law, or the reasonableness of any statement of
opinion or intention, contained in or relevant to any document referred
to herein, or that no material facts have been omitted therefrom.
8. This opinion is limited to English law as currently applied by the
English courts and is given on the basis that it will be governed by and
construed in accordance with current English law. Accordingly, we express no
opinion with regard to any system of law other than the law of England as
currently applied by the English courts.
9. We hereby consent to the use of our name in the Registration Statement
and to the filing of this opinion as Exhibit 5.3 to the Registration Statement.
In giving this consent, we do not thereby admit that we are within the category
of persons whose consent is required by the Act or by the rules and regulations
promulgated thereunder.
10. This opinion is given to you for your benefit and for the purposes of
the Registration Statement to be filed under the Act.
Yours faithfully
/s/ Freshfields Bruckhaus Deringer
EXHIBIT 23.4
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CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 29, 2003 relating to Carnival
Corporation's consolidated financial statements, which appears in the Carnival
Corporation 2002 Annual Report to Shareholders, which is incorporated by
reference in Carnival Corporation's amended Annual Report on Form 10-K/A for the
year ended November 30, 2002. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Miami, Florida
June 25, 2003
EXHIBIT 23.5
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INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the registration statement on
Form S-3 of Carnival Corporation and Carnival plc our report dated 6 February
2003, with respect to the consolidated balance sheets of Carnival plc (formerly
P&O Princess Cruises plc) as of 31 December 2002 and 2001, and the related
consolidated profit and loss accounts, cash flow statements, statements of total
recognised gains and losses and reconciliation of movements in consolidated
shareholders' funds for each of the years in the three-year period ended 31
December 2002, which report appears in the Form 20-F of Carnival plc (formerly
P&O Princess Cruises plc) dated 14 March 2003. Our report refers to the adoption
of FRS19 Deferred Tax. We consent to the reference to our firm under the heading
"Experts" in the prospectus.
/s/ KPMG Audit Plc
KPMG Audit Plc
Chartered Accountants
Registered Auditor
London, England
27 June 2003