SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 5, 2003
CARNIVAL CORPORATION CARNIVAL PLC
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(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
REPUBLIC OF PANAMA ENGLAND AND WALES
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(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
1-9610 1-15136
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(Commission File Number) (Commission File Number)
59-1562976 NONE
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(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
3655 N.W. 87TH AVENUE CARNIVAL HOUSE, 5 GAINSFORD STREET,
MIAMI, FLORIDA 33178-2428 LONDON SE1 2NE, ENGLAND
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(Address of principal executive (Address of principal executive
offices) offices)
(zip code) (zip code)
(305) 599-2600 011 44 20 7940 5381
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(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
On November 5, 2003, Carnival Corporation issued a press
release, which is attached as Exhibit 99.1 to this report and is incorporated
into this item by reference.
On November 6, 2003, Carnival Corporation issued a press
release, which is attached as Exhibit 99.2 to this report and is incorporated
into this item by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release of Carnival Corporation & plc dated November 5,
2003
99.2 Press Release of Carnival Corporation & plc dated November 6,
2003
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
Date: November 6, 2003 CARNIVAL CORPORATION
By: /s/ Arnaldo Perez
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Name: Arnaldo Perez
Title: Senior Vice President,
General Counsel and
Secretary
Date: November 6, 2003 CARNIVAL PLC
By: /s/ Arnaldo Perez
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Name: Arnaldo Perez
Title: Company Secretary
EXHIBIT LIST
EXHIBIT DESCRIPTION
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99.1 Press Release of Carnival Corporation & plc dated November 5,
2003.
99.2 Press Release of Carnival Corporation & plc dated November 6,
2003.
EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
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CARNIVAL CORPORATION TO RAISE $500 MILLION FROM DEBT OFFERING
MIAMI (11/5/03) - Carnival Corporation & plc (NYSE:CCL; LSE: CCL, NYSE: CUK),
the vacation group formed by the dual listed company combination of Carnival
Corporation and Carnival plc, today announced that it expects to issue $500
million aggregate principal amount of senior unsecured notes due 2007 in an
unregistered offering pursuant to Rule 144A and Regulation S under the
Securities Act of 1933. The notes are to be issued by Carnival Corporation and
guaranteed by Carnival plc (formerly P&O Princess Cruises plc) and Carnival
plc's wholly-owned subsidiary P&O Princess Cruises International Limited
("POPCIL"). The pricing of the offering is expected to occur within the next 24
to 36 hours and, subject to market conditions, the offering is expected to close
within one week. Carnival Corporation & plc expects to use the proceeds of the
offering to repay outstanding amounts under revolving facilities and for general
corporate purposes.
None of the notes, the Carnival plc guarantee or the POPCIL guarantee have been
or will be registered under the Securities Act or any state securities laws and,
may not be offered or sold in the United States or any state absent registration
or an applicable exemption from registration requirements.
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MEDIA CONTACTS: INVESTOR RELATIONS CONTACTS:
US US/UK
Carnival Corporation & plc Carnival Corporation & plc
Tim Gallagher Beth Roberts
1 305 599 2600, ext. 16000 1 305 406 4832
UK UK
Brunswick Group Bronwen Griffiths
Sophie Fitton 44 (0) 23 8052 5231
44 (0) 20 7404 5959
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: STATEMENTS IN THIS PRESS RELEASE REGARDING CARNIVAL CORPORATION &
PLC'S BUSINESS WHICH ARE NOT HISTORICAL FACTS ARE "FORWARD-LOOKING
STATEMENTS" THAT INVOLVE RISKS AND UNCERTAINTIES. FOR A DISCUSSION OF SUCH
RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM
THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS, SEE "RISK FACTORS" IN
CARNIVAL CORPORATION'S ANNUAL REPORT OR FORM 10-K FOR THE MOST RECENTLY
ENDED FISCAL YEAR AND THE JOINT CARNIVAL CORPORATION, CARNIVAL PLC AND
POPCIL REGISTRATION STATEMENT FILED ON JUNE 19, 2003 (COMMISSION FILE NO.
333-105293).
EXHIBIT 99.2
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FOR IMMEDIATE RELEASE
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CARNIVAL CORPORATION PRICES
SENIOR DEBT OFFERING
MIAMI (11/6/03) - Carnival Corporation & plc (NYSE:CCL; LSE: CCL, NYSE: CUK),
the vacation group formed by the dual listed company combination of Carnival
Corporation and Carnival plc, has priced its previously announced offering of
senior unsecured notes due 2007, which will be sold in an unregistered offering
pursuant to Rule 144A and Regulation S under the Securities Act of 1933. The
notes, in an aggregate principal amount of $550 million, are to be issued by
Carnival Corporation and guaranteed by Carnival plc (formerly P&O Princess
Cruises plc) and Carnival plc's wholly-owned subsidiary P&O Princess Cruises
International Limited ("POPCIL").
The notes will mature on November 15, 2007 and have an interest rate of 3.75%
per annum payable in cash in arrears semi-annually. The offering is expected to
close on November 10, 2003. Carnival Corporation & plc expects to use the
proceeds of the offering to repay outstanding amounts under revolving facilities
and for general corporate purposes.
None of the notes, the Carnival plc guarantee or the POPCIL guarantee have been
or will be registered under the Securities Act or any state securities laws and,
may not be offered or sold in the United States or any state absent registration
or an applicable exemption from registration requirements.
*********************************
MEDIA CONTACTS: INVESTOR RELATIONS CONTACTS:
US US/UK
Carnival Corporation & plc Carnival Corporation & plc
Tim Gallagher Beth Roberts
1 305 599 2600, ext. 16000 1 305 406 4832
UK UK
Brunswick Group Bronwen Griffiths
Sophie Fitton 44 (0) 23 8052 5231
44 (0) 20 7404 5959
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995: STATEMENTS IN THIS PRESS RELEASE REGARDING CARNIVAL CORPORATION &
PLC'S BUSINESS WHICH ARE NOT HISTORICAL FACTS ARE "FORWARD-LOOKING
STATEMENTS" THAT INVOLVE RISKS AND UNCERTAINTIES. FOR A DISCUSSION OF SUCH
RISKS AND UNCERTAINTIES, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER FROM
THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS, SEE "RISK FACTORS" IN
CARNIVAL CORPORATION'S ANNUAL REPORT OR FORM 10-K FOR THE MOST RECENTLY
ENDED FISCAL YEAR AND THE JOINT CARNIVAL CORPORATION, CARNIVAL PLC AND
POPCIL REGISTRATION STATEMENT FILED ON JUNE 19, 2003 (COMMISSION FILE NO.
333-105293).