As filed with the Securities and Exchange Commission on March 9, 2006
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
_____________________
CARNIVAL CORPORATION CARNIVAL PLC
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(Exact name of registrant as specified in its charter)
REPUBLIC OF PANAMA ENGLAND AND WALES
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(State or other jurisdiction of incorporation or organization)
59-1562976 98-0357772
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(I.R.S. Employer Identification No.)
CARNIVAL HOUSE
3655 N.W. 87TH AVENUE 5 GAINSFORD STREET
MIAMI, FLORIDA 33178-2428 LONDON SE1 2NE UNITED KINGDOM
(305) 599-2600 011 44 20 7940 5381
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(Address, including zip code, and telephone number, including area code of
registrants' principal executive offices)
_____________________
ARNALDO PEREZ, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
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 TO PUBLIC:
From time to time after the effective date of this registration statement,
as determined by market conditions.
_____________________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
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. [X]
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 this Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act,
check the following box. [X]
If this Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under
the Securities Act, check the following box. [_]
_____________________
CALCULATION OF REGISTRATION FEE
AMOUNT TO BE REGISTERED/
PROPOSED MAXIMUM OFFERING PRICE PER UNIT/
PROPOSED MAXIMUM OFFERING PRICE/
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED AMOUNT OF REGISTRATION FEE (1)
--------------------------------------------------------------------------- -----------------------------------------
CARNIVAL CORPORATION:
Common Stock, par value $0.01 per share
Preferred Stock, par value $0.01 per share
Debt Securities
Warrants
CARNIVAL PLC:
--------------------------------------------------------------------------- -----------------------------------------
Guarantee(2)
Special Voting Share, nominal value (pounds) 1.00(3)
Trust Shares of Beneficial Interest in P&O Princess Special Voting Trust(4)
--------------------------------------------------------------------------- -----------------------------------------
(1) An indeterminate aggregate initial offering price and number or amount of
the securities of each identified class is being registered as may from
time to time be sold at indeterminate prices. Separate consideration may
or may not be received for securities that are issuable upon conversion or
redemption of, or in exchange for, or upon exercise of, convertible,
redeemable or exchangeable securities. In accordance with Rules 456(b) and
457(r), the Registrants are deferring payment of all of the registration
fee, except for $215,300 that has already been paid with respect to
$400,000,000 of securities that were previously registered pursuant to
Registration Statement No. 333-43269 filed on December 24, 1997 and were
not sold thereunder and $278,000 that has already been paid with respect
to $184,187,500 of securities that were previously registered pursuant to
Registration Statement No. 333-6899 filed on December 16, 1998, and were
not sold thereunder and $115,596 that has already been paid with respect
to $415,812,500 of securities previously registered pursuant to
Registration Statement No. 333-72729 filed on February 22, 1999.
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(2) Under the Carnival plc Deed of Guarantee entered into between Carnival
Corporation and Carnival plc on April 17, 2003, Carnival plc has agreed,
subject to some exceptions, to guarantee all of the indebtedness of
Carnival Corporation incurred under agreements entered into after April
17, 2003, including some or all of the Debt Securities whose issuance is
registered hereunder.
(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) Represents trust shares of beneficial interest in the P&O Princess Special
Voting Trust, and such trust shares represent a beneficial interest in the
special voting share of Carnival plc. As a result of 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. Upon each issuance of shares of
Carnival Corporation common stock hereunder, recipients will receive both
shares of Carnival Corporation common stock and an equivalent number of
paired trust shares.
PROSPECTUS
CARNIVAL CORPORATION
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS TO PURCHASE SECURITIES
GUARANTEE
_____________________
We, Carnival Corporation, or selling securityholders may from time to
time, sell:
o shares of common stock;
o shares of preferred stock;
o debt securities, which may be guaranteed on an unsubordinated,
unsecured basis by Carnival plc; and
o warrants to purchase common stock, preferred stock or debt
securities, or any combination of them and warrants to buy and
sell government debt securities, foreign currencies, currency
units or units of a currency index or basket, units of a stock
index or basket, or a commodity or commodity index.
Each share of our common stock is paired with a trust share of
beneficial interest in the P&O Princess Special Voting Trust. The trust shares
represent a beneficial interest in the special voting share issued by Carnival
plc. Our common stock and the paired trust shares are not separable and are
listed and trade together on the New York Stock Exchange, Inc. under the
symbol, "CCL". In this prospectus, whenever we refer to shares of our common
stock, unless the context requires otherwise, we are also referring to the
paired trust shares. Any common stock sold under this prospectus, as it may be
supplemented, will be listed on the New York Stock Exchange (the "NYSE"),
subject to official notice of issuance.
WE WILL PROVIDE SPECIFIC TERMS OF ANY OFFERING IN SUPPLEMENTS TO THIS
PROSPECTUS. THE SECURITIES MAY BE OFFERED SEPARATELY OR TOGETHER IN ANY
COMBINATION AND AS SEPARATE SERIES. YOU SHOULD READ THIS PROSPECTUS AND ANY
PROSPECTUS SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
INVESTING IN THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVES RISKS
THAT ARE DESCRIBED IN THE "RISK FACTORS" SECTION BEGINNING ON PAGE 2 OF THIS
PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE
SECURITIES COMMISSION, HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_____________________
We or the selling securityholders may sell these securities on a
continuous or delayed basis directly, through agents, dealers or underwriters
as designated from time to time, or through a combination of these methods. We
and the selling securityholders reserve the sole right to accept, and together
with any agents, dealers and underwriters, reserve the right to reject, in
whole or in part, any proposed purchase of securities. If any agents, dealers
or underwriters are involved in the sale of any securities, the applicable
prospectus supplement will set forth any applicable commissions or discounts.
The net proceeds to us or the selling securityholders from the sale of
securities also will be set forth in the applicable prospectus supplement.
_____________________
The date of this prospectus is March 9, 2006.
TABLE OF CONTENTS
PAGE
About This Prospectus.......................................................i
Where You Can Find More Information.........................................i
Incorporation By Reference.................................................ii
The Companies...............................................................1
Risk Factors................................................................2
Forward-Looking Statements..................................................9
Use of Proceeds............................................................11
Ratio of Earnings to Fixed Charges.........................................11
Description of Debt Securities.............................................12
Description of the Carnival plc Guarantee..................................20
Description of Warrants....................................................23
Description of Capital Stock...............................................26
Description of Trust Shares................................................42
Plan of Distribution.......................................................44
Legal Matters..............................................................45
Experts....................................................................45
ABOUT THIS PROSPECTUS
References in this prospectus to "we," "us," "our" and "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 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."
This prospectus is part of a "shelf" registration statement that we
have filed with the Securities and Exchange Commission (the "SEC"). By using a
shelf registration statement, we or the selling securityholders may sell, at
any time and from time to time, in one or more offerings, any combination of
the securities described in this prospectus. The exhibits to our registration
statement contain the full text of certain contracts and other important
documents we have summarized in this prospectus. Since these summaries may not
contain all the information that you may find important in deciding whether to
purchase the securities we offer, you should review the full text of these
documents. The registration statement and the exhibits can be obtained from the
SEC as indicated under the heading "Where You Can Find More Information."
This prospectus only provides you with a general description of the
securities we may offer. Each time we or the selling securityholders sell
securities, we will provide a prospectus supplement that contains specific
information about the terms of those securities. The prospectus supplement may
also add, update or change information contained in this prospectus. You should
read both this prospectus and any prospectus supplement together with the
additional information described below under the heading "Where You Can Find
More Information."
WE AND THE SELLING SECURITYHOLDERS ARE NOT MAKING AN OFFER OF THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR A PROSPECTUS SUPPLEMENT IS
ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE DOCUMENT.
WHERE YOU CAN FIND MORE INFORMATION
You may read and copy any document previously filed by each of
Carnival Corporation and Carnival plc with the SEC at the SEC's Public
Reference Room, 100 F. Street, N.E., Washington D.C. 20549. Carnival
Corporation and Carnival plc file combined reports, proxy statements and other
information with the SEC. Copies of such information filed with the SEC may be
obtained at prescribed rates from the Public Reference Section.
i
Please call the SEC at 1-800-SEC-0330 for further information on the operation
of the Public Reference Room. In addition, the SEC 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 SEC. 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 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 or portions of documents filed with the SEC:
o Carnival Corporation's and Carnival plc's joint Annual Report
on Form 10-K as filed on February 9, 2006, for the fiscal year
ended November 30, 2005;
o Carnival Corporation's and Carnival plc's joint definitive
Proxy Statement on Schedule 14A filed on February 24, 2006; and
o All other documents filed by Carnival Corporation and 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 this prospectus has referred you. Carnival
Corporation and Carnival 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 and Carnival plc upon request. Carnival
Corporation and Carnival 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
site of Carnival Corporation or Carnival plc, is incorporated by reference into
this prospectus.
ii
THE COMPANIES
CARNIVAL CORPORATION & PLC
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. 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.
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 March 8, 2006, a combined fleet of 80 cruise ships
offering 138,878 lower berths, with 15 additional cruise ships having 41,098
lower berths scheduled to be added over the next four years, and is the leading
provider of cruises to all major destinations outside the Far East. Carnival
Corporation & plc carried approximately 6.85 million passengers in 2005.
Carnival Corporation & plc also operates two private destination ports of call
in the Caribbean for the exclusive use of its passengers and offers land-based
tour packages as part of its vacation product alternatives.
Carnival Corporation & plc offers 12 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 11 hotels and lodges 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
Carnival Corporation was incorporated under the laws of the Republic
of Panama in November 1974. Our common stock and the paired trust shares, which
trade together with the common stock, are listed on the NYSE under the symbol
"CCL." Our principal executive offices are located at Carnival Place, 3655 N.W.
87th Avenue, Miami, Florida 33178-2428. The telephone number of our principal
executive offices is (305) 599-2600.
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.
Carnival plc ordinary shares trade under the ticker symbol "CCL" on the London
Stock Exchange. Carnival plc ADSs trade under the ticker symbol "CUK" on the
NYSE. Carnival plc's principal executive offices are located at Carnival House,
5 Gainsford Street, London, SE12NE, United Kingdom. The telephone number of
Carnival plc's principal executive offices is 011 44 20 7805 1200.
1
RISK FACTORS
AN INVESTMENT IN THE SECURITIES 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 THE DLC TRANSACTION
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 a
business 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 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
law, different securities and other regulatory and stock exchange requirements
in the UK and the U.S. This structure requires 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.
CHANGES UNDER THE INTERNAL REVENUE CODE, APPLICABLE U.S. INCOME TAX TREATIES,
AND THE UNCERTAINTY OF THE DLC STRUCTURE UNDER THE INTERNAL REVENUE CODE MAY
ADVERSELY AFFECT THE U.S. FEDERAL INCOME TAXATION OF THE U.S. SOURCE SHIPPING
INCOME OF CARNIVAL CORPORATION & PLC. IN ADDITION, CHANGES IN THE UK, ITALIAN,
GERMAN, AUSTRALIAN AND OTHER COUNTRIES' INCOME TAX LAWS, REGULATIONS OR
TREATIES COULD ADVERSELY AFFECT THE NET INCOME OF CARNIVAL CORPORATION & PLC.
Carnival Corporation & plc believe that substantially all of the U.S.
source shipping income of each of Carnival Corporation and Carnival plc
qualifies for exemption from U.S. federal income tax, either under:
o Section 883 of the Internal Revenue Code;
o U.S.-Italian income tax treaty;
o other applicable U.S. income tax treaties,
and should continue to so qualify under the DLC structure. There is, however,
no existing U.S. federal income tax authority that directly addresses the tax
consequences of implementation of a dual listed company structure for purposes
of Section 883 or any other provision of the Internal Revenue Code or any
income tax treaty and, consequently, these matters are not free from doubt.
If Carnival Corporation & plc did not qualify for exemption from U.S.
federal income taxes it would have higher income taxes and lower net income.
Finally, changes in the income tax laws affecting its cruise businesses in the
UK, Italy, Germany, Australia and elsewhere could result in higher income taxes
being levied on its cruise operations, thus resulting in lower net income.
2
A SMALL GROUP OF SHAREHOLDERS COLLECTIVELY OWNED AS OF JANUARY 31, 2006
APPROXIMATELY 29% 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, the Chairman and Chief Executive Officer of
Carnival Corporation and Carnival plc, and trusts established for their
benefit, beneficially owns approximately 36% of the outstanding common stock of
Carnival Corporation which shares represent sufficient shares entitled to
constitute a quorum at shareholder meetings and to cast approximately 29% 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 CARNIVAL CORPORATION AND CARNIVAL PLC CONSTITUTIONAL DOCUMENTS
MAY PREVENT OR DISCOURAGE TAKEOVERS AND BUSINESS COMBINATIONS THAT SHAREHOLDERS
IN CARNIVAL CORPORATION & PLC MIGHT CONSIDER IN THEIR BEST INTERESTS.
Carnival Corporation's amended articles of incorporation and by-laws
and Carnival plc's articles of association 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. 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 of incorporation contain
provisions that prevent third parties, other than the Arison family and trusts
for their benefit, from acquiring beneficial ownership of more than 4.9% of the
outstanding Carnival Corporation shares without the consent of the board of
directors of Carnival Corporation and provide for the lapse of rights, and
sale, of any shares acquired in excess of that limit. The effect of these
provisions may preclude third parties from seeking to acquire a controlling
interest in Carnival Corporation 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. See "Certain Provisions of
Carnival Corporation's Articles and By-laws--Takeover Restrictions."
CARNIVAL CORPORATION AND CARNIVAL PLC ARE NOT U.S. CORPORATIONS, AND THEIR
SHAREHOLDERS MAY BE SUBJECT TO THE UNCERTAINTIES OF A FOREIGN LEGAL SYSTEM IN
PROTECTING THEIR INTERESTS.
Carnival Corporation's corporate affairs are governed by its third
amended and restated articles of incorporation and amended and restated by-laws
and by the corporate laws of Panama. Carnival plc is governed by its articles
of association and memorandum of association and by the corporate laws of
England and Wales. The corporate laws of Panama and England and Wales may
differ in some respects from the corporate laws in the U.S.
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 and destinations it offers to cruise passengers.
In addition, it may need to enhance its older ships with current amenities in
3
order for those ships to be more competitive with other cruise ships. The
primary cruise competitors for our Carnival Cruise Lines, Costa, Cunard,
Holland America Line and Princess brands for North American-sourced passengers
are Royal Caribbean Cruises Ltd., which owns Royal Caribbean International and
Celebrity Cruises, Star Cruises plc, which owns NCL Group, which is comprised
of Norwegian Cruise Line and Orient Lines, Disney Cruise Line, Mediterranean
Shipping Company, which owns MSC Cruises, and Crystal Cruises.
Carnival Corporation & plc's primary cruise competitors for
European-sourced passengers in the UK are Island Cruises, Fred Olsen Cruise
Lines, Discovery Cruises, Saga Cruises, and Thomson Cruises, which is owned by
TUI; in Germany they are MSC Cruises, Hapag-Lloyd, which is owned by TUI, Peter
Deilmann, Phoenix Reisen and Transocean Cruises; and in Southern Europe they
are MSC Cruises, Louis Cruise Line, Globalia, Pullmantur and Spanish Cruise
Line. Carnival Corporation & plc also competes for passengers throughout Europe
with Norwegian Cruise Line, Orient Lines, Royal Caribbean International and
Celebrity Cruises. The primary cruise competitors for the Seabourn and Windstar
luxury brands include Regent Seven Seas Cruises and Silversea Cruises.
However, Carnival Corporation & plc operates in the vacation market,
and cruising is only 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 travel
and leisure options, including hotels, resorts and package holidays and tours.
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.
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 U.S. on
September 11, 2001, the threats of additional attacks in the U.S. and
elsewhere, 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 sources 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.
OVERCAPACITY WITHIN THE CRUISE AND LAND-BASED VACATION INDUSTRY COULD HAVE A
NEGATIVE IMPACT ON NET REVENUE YIELDS AND INCREASE OPERATING COSTS, THUS
RESULTING IN SHIP, GOODWILL AND/OR TRADEMARK ASSET IMPAIRMENTS, ALL OF WHICH
COULD ADVERSELY AFFECT PROFITABILITY.
Cruising capacity has grown in recent years and Carnival Corporation &
plc expects it to continue to increase over the next five 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 probably 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 Carnival Corporation & plc to
increase its share of the overall vacation market is one of a number of factors
that could have a negative impact on Carnival Corporation & plc's net revenue
yields. In some prior years, Carnival Corporations and plc's net revenue yields
were negatively impacted as a result of a variety of factors, including
capacity increases. 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 ships,
goodwill and/or trademark 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.
4
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 IS
FAVORABLE OR THAT MEETS ITS EXPECTATIONS.
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, ship accidents and other 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.
Carnival Corporation & plc's access to, and the cost of, financing
will depend on, among other things, the maintenance of strong long-term credit
ratings. Carnival Corporation and Carnival plc's senior, unsecured long-term
debt ratings are "A3" by Moody's, "A-" by Standard & Poor's and "A-" by Fitch
Ratings. Carnival Corporation's short-term corporate credit ratings are
"Prime-2" by Moody's, "A-2" by Standard & Poor's and "F2" by Fitch Ratings.
ACCIDENTS AND OTHER INCIDENTS, UNUSUAL WEATHER CONDITIONS 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,
passenger and crew illnesses, mechanical failures and other incidents at sea or
while in port, which may bring into question passenger safety, health, security
and vacation satisfaction, and thereby adversely affect future industry
performance, sales and profitability. In addition, Carnival Corporation & plc's
cruises and port facilities may be impacted by unusual weather patterns or
natural disasters, such as hurricanes and earthquakes. For example, Hurricane
Wilma caused the temporary closing of cruise ports in South Florida and also
destroyed Carnival Corporation & plc's pier facility in Cozumel, Mexico. It is
possible that Carnival Corporation & plc could be forced to alter itineraries
or cancel a cruise or a series of cruises due to these factors, which would
have an adverse affect on sales and profitability. In addition, adverse
publicity concerning the vacation industry in general or the cruise industry or
Carnival Corporation & plc in particular could affect Carnival Corporation &
plc's reputation and impact demand and, consequently, have an adverse affect on
Carnival Corporation & plc's profitability.
CARNIVAL CORPORATION & PLC IS SUBJECT TO MANY ECONOMIC AND POLITICAL FACTORS
THAT ARE BEYOND ITS CONTROL, WHICH COULD RESULT IN INCREASES IN CARNIVAL
CORPORATION & PLC'S OPERATING, FINANCING AND TAX COSTS.
Some of Carnival Corporation & plc's operating costs, including fuel,
food, insurance, payroll and security costs, are subject to increases because
of market forces, economic or political instability or decisions beyond
Carnival Corporation & plc's control. In addition, interest rates, currency
fluctuations and Carnival Corporation & plc's ability to obtain debt or equity
financing, are dependent on many economic and political factors. Actions by
U.S. and non-U.S. taxing jurisdictions could also cause an increase in Carnival
Corporation & plc's costs.
Recently, the State of Alaska determined that an Initiative Petition
(the "Initiative") to, among other things, impose a tax on cruise passengers
sailing in Alaskan waters had sufficient signatures to qualify for the August,
2006 statewide primary election ballot. If the Initiative is approved by the
voters, it would likely take effect in 2007. The Initiative would impose a $46
per passenger tax on cruise passengers aboard vessels with at least 250 berths,
an additional fee of $4 per passenger for an Ocean Ranger program, remove the
exemption from Alaska corporate income taxes for commercial passenger vessels
and assess a 33% tax on income from onboard gambling. The Initiative would also
impose a number of other regulations, reporting and operational requirements on
cruise vessel operators. Some or all of these provisions may be subject to
legal challenges if the Initiative is approved.
Separately, two bills have been introduced for consideration in the
Alaska Legislature. No action was taken on either of these bills. The
legislature has until the end of the 2006 session to consider these bills. One
5
bill would impose taxes of $50 per cruise passenger and the other bill proposes
a tax of $75 per passenger. Similar legislation has been proposed in Alaska in
the past and has not been approved. Both measures raise legal questions and it
is uncertain whether either bill will be passed in its current form.
It is expected that any proposed passenger taxes, such as the
Initiative discussed above, would be directly charged to and collected from the
guests of Carnival Corporation & plc. However, if any of these taxes are
enacted, it is likely that Carnival Corporation & plc would consider reducing
the number of its ships that offer Alaskan cruises, in order to reduce the
adverse impact of these taxes on its net income. The ultimate outcomes of these
Alaskan matters cannot be determined at this time.
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
CARNIVAL CORPORATION & PLC'S OPERATING COSTS.
Some environmental groups have lobbied for more stringent regulation
of cruise ships. Some groups have also generated negative publicity about the
cruise industry and its environmental impact. The U.S. Congress, the
International Maritime Organization and the U.S. Environmental Protection
Agency periodically consider new laws and regulations to manage cruise ship
pollution. In addition, various other regulatory agencies in the States of
Alaska, California, Florida, Hawaii, Maine, Washington and elsewhere, including
European regulatory organizations, have enacted or are considering new
regulations or policies, which could adversely impact the cruise industry.
In addition, pursuant to a settlement with the U.S. government in
April 2002, Carnival Corporation pled guilty to certain environmental
violations and was fined. 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, which could result in additional fines and other forms of relief.
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 REGULATIONS OF HEALTH, SAFETY, SECURITY AND OTHER REGULATORY ISSUES COULD
INCREASE CARNIVAL CORPORATION & PLC'S OPERATING COSTS OR NEGATIVELY AFFECT ITS
BOOKINGS AND FUTURE NET REVENUE YIELDS 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 U.S. ports are subject to inspection
by the U.S. Coast Guard for compliance with SOLAS and by the U.S. 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 U.S. Congress recently enacted
the Maritime Transportation Security Act of 2002 which implements a number of
security measures at U.S. ports, including measures that relate to foreign
flagged vessels calling at U.S. ports. See Part I, Item 1.Business, B-"Cruise
Operating-Government Regulations" of Carnival Corporation & plc's most recent
joint Annual Report on Form 10-K for a detailed discussions of these regulatory
issues.
6
Carnival Corporation & plc believes that health, safety, security and
other regulatory issues will continue to be areas of focus by relevant
government authorities in the U.S., Europe and elsewhere. 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.
Pursuant to the Western Hemisphere Travel Initiative, U.S. citizens
will be required to carry a passport for travel to or from certain
countries/areas that were previously exempt, such as the Caribbean, Canada and
Mexico. The regulations are currently scheduled to require all U.S. citizens
that enter the U.S. from these previously exempt locations by air or sea to
have a passport by December 31, 2006, and those citizens entering at land
border crossings will have to have a passport by December 31, 2007.
Since many cruise customers visiting these destinations may not
currently have passports, it is likely that this will have some negative effect
on bookings and future net revenue yields when the regulations take effect.
There are a number of factors that could influence the ultimate impact of these
regulations, such as customer travel patterns, customer price sensitivity and
the cost and effectiveness of mitigating programs Carnival Corporation & plc
and others have established. However, although Carnival Corporation & plc
cannot be certain, it does not currently expect that these regulations will
ultimately have a material adverse effect on its operating results, as a
significant portion of its revenues are derived from cruises to destinations
other than those mentioned above, a substantial portion of its U.S. citizen
customers already have passports and Carnival Corporation & plc expect a large
number of U.S. citizen travelers who do not have passports will obtain them.
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 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, as of November 30, 2005, Carnival Corporation & plc had
entered into foreign currency swaps to fix the cost in U.S. dollars or sterling
of three of Carnival Corporation & plc's foreign currency denominated
shipbuilding contracts. If the shipyard with which Carnival Corporation & plc
has contracted is unable to perform under the related contracts, the foreign
currency swaps related to the shipyard's shipbuilding contracts would still
have to be honored. This might require Carnival Corporation & plc to realize a
loss on existing foreign currency swaps without having the ability to have an
offsetting gain on its foreign currency denominated shipbuilding contract, thus
resulting in an adverse effect on the financial results of Carnival Corporation
& plc.
THE LACK OF ATTRACTIVE PORT DESTINATIONS FOR CRUISE SHIPS OF CARNIVAL
CORPORATION & PLC COULD REDUCE ITS NET REVENUE YIELDS AND NET INCOME.
Carnival Corporation & plc believes that attractive port destinations,
including ports that are not overly congested with tourists, are major reasons
why Carnival Corporation & plc's customers choose a cruise versus an
alternative vacation option. The availability of ports, including the specific
port facility at which its guests will embark and disembark, is affected by a
number of factors including, but not limited to, existing capacity constraints,
security concerns, unusual weather patterns and natural disasters, financial
limitations on port development, political instability, exclusivity
arrangements that ports may have with Carnival Corporation & plc's competitors,
local governmental regulations and charges and local community concerns about
both port development and other adverse impacts on their communities from
additional tourists. The inability to continue to maintain and increase
Carnival Corporation & plc's ports of call could adversely affect its net
revenue yields and net income.
7
RISKS RELATING TO THE GUARANTEES
CARNIVAL PLC'S GUARANTEE IS GOVERNED BY THE LAWS OF A FOREIGN JURISDICTION, AND
AN ACTION TO ENFORCE THE GUARANTEE MUST BE BROUGHT IN THE COURTS OF ENGLAND.
Unlike the Carnival Corporation debt securities offered by this
prospectus, which will be governed by the laws of the State of New York,
Carnival plc's guarantee of any of Carnival Corporation's debt securities will
be issued under a separate deed of guarantee that is governed by the laws of
the Isle of Man. An action to enforce the guarantee must be brought exclusively
in the courts of England. Because of the exclusive jurisdiction of English
courts, an action to enforce the guarantee may be separate from an action to
enforce the terms of Carnival Corporation debt securities or related
indentures, which may grant exclusive jurisdiction to other courts, such as
specified Federal courts in the U.S. Furthermore, the Carnival plc deed of
guarantee was executed in connection with the DLC transaction. DLC transactions
are relatively unusual and there is little or no case law in the Isle of Man or
the UK relating to DLC transactions or the agreements related to them. As a
result of all of these factors, it may be more difficult, expensive and time
consuming for holders to enforce the guarantee of Carnival plc than a guarantee
governed by New York law in a more traditional financing.
Furthermore, because a substantial portion of Carnival Corporation's
assets are located outside of the UK, any judgment related to the guarantee in
England would then need to be enforced in other countries, such as the U.S.,
which may require further litigation.
CARNIVAL PLC'S GUARANTEE MAY BE UNENFORCEABLE DUE TO FRAUDULENT CONVEYANCE
STATUTES AND, ACCORDINGLY, YOU COULD HAVE NO CLAIM AGAINST EITHER, AS GUARANTOR
OF ANY CARNIVAL CORPORATION DEBT SECURITIES.
Although laws differ among various jurisdictions, a court could, under
fraudulent conveyance laws, subordinate or avoid the guarantee of Carnival plc
if it found that the guarantee was incurred with actual intent to hinder, delay
or defraud creditors, or if the guarantor did not receive fair consideration or
reasonably equivalent value for the guarantee and that the guarantor:
o was insolvent or rendered insolvent because of the guarantee;
o was engaged in a business or transaction for which its
remaining assets constituted unreasonably small capital; or
o intended to incur, or believed that it would incur, debts
beyond the relevant guarantor's ability to pay at maturity.
Carnival plc does not believe that the issuance of its guarantees will
be a fraudulent conveyance because, among other things, Carnival plc will
receive benefits. Carnival plc will receive a reciprocal guarantee by Carnival
Corporation of its indebtedness. In addition, Carnival plc receives the benefit
of a streamlining and unification of the debt capital structure of Carnival
Corporation & plc as a whole. However, if a court were to void the guarantee of
a guarantor as the result of a fraudulent conveyance by such guarantor or hold
it unenforceable for any other reason, you would cease to have a claim against
that guarantor based on its guarantee and would solely be a creditor of
Carnival Corporation.
8
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 involve risks and uncertainties,
there are many factors that could cause Carnival Corporation & plc's actual
results, performance or achievements to differ materially from those expressed
or implied in this prospectus. Forward-looking statements include those
statements which may impact the forecasting of Carnival Corporation & plc's
earnings per share, net revenue yields, booking levels, pricing, occupancy,
operating, financing and/or tax costs, fuel costs, costs per available lower
berth days, estimates of ship depreciable lives and/or residual values, outlook
or business prospects. These factors include, but are not limited to the
following:
o risks associated with the DLC structure, including the
uncertainity of its tax status;
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 risks associated with operating internationally;
o the implementation of U.S. regulations requiring U.S. citizens
to obtain passports for travel to or from additional foreign
destinations;
o the international political and economic climate, armed
conflicts, terrorist attacks and threats thereof, availability
of air service, and other world events and adverse publicity
and their impact on the demand for cruises;
o accidents and other incidents affecting the health, safety,
security and vacation satisfaction of passengers, including
machinery and equipment failures, which could cause the
alteration of itineraries or cancellation of a cruise or series
of cruises and the impact of the spread of contagious diseases;
o changing consumer preferences, which may, among other things,
adversely impact the demand for cruises;
o the ability of Carnival Corporation & plc to implement its
shipbuilding programs and brand strategies and to continue to
expand its businesses worldwide;
o the ability of Carnival Corporation & plc to attract and retain
qualified 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;
9
o the impact of changes in operating and financing costs,
including changes in foreign currency exchange rates and
interest rates and fuel, food, payroll, insurance and security
costs;
o the impact of pending or threatened litigation;
o changes in the environmental, health, safety, security, tax and
other regulatory regimes under which Carnival Corporation & plc
operates;
o continued availability of attractive port destinations;
o the ability of Carnival Corporation & plc to successfully
implement cost reduction plans;
o continuing financial viability of Carnival Corporation & plc's
travel agent distribution system and air service providers; and
o unusual weather patterns or natural disasters, such as
hurricanes and earthquakes.
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
position. Such 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.
10
USE OF PROCEEDS
Unless we state otherwise in the applicable prospectus
supplement, we will add our net proceeds from the sale of any securities
offered by us under this prospectus to our working capital. The proceeds will
be available for general corporate purposes, which may include the repayment of
indebtedness, the financing of capital commitments and possible future
acquisitions to expand our business. Pending final application, the net
proceeds may be invested in marketable securities, including certificates of
deposit and commercial paper.
We will not receive any proceeds from the resale of securities by
selling securityholders under this prospectus or any supplement to it.
RATIO OF EARNINGS TO FIXED CHARGES
CARNIVAL CORPORATION & PLC
The following table sets forth our ratio of earnings to fixed
charges on a historical basis for the periods indicated. Earnings include net
income, adjusted for income taxes, income/(loss) from affiliated operations and
dividends received, plus fixed charges and exclude capitalized interest. Fixed
charges include gross interest expense, amortization of deferred financing
expenses and an amount equivalent to interest included in rental charges. We
have assumed that one-third of rental expense is representative of the interest
portion of rent expense.
YEARS ENDED NOVEMBER 30,
--------------------------------------------------------------
2005 2004 2003 2002 2001
-------- -------- -------- -------- --------
Ratio of earnings to fixed charges............ 7.3x 6.7x 5.5x 6.9x 7.1x
11
DESCRIPTION OF DEBT SECURITIES
We may issue from time to time debt securities in one or more
series that will consist of either senior debt ("Senior Debt Securities") or
subordinated debt ("Subordinated Debt Securities"). The Senior Debt Securities
will be issued under an indenture dated as of April, 25 2001 (the "Senior
Indenture"), between us and U.S. Bank National Association (the "Senior
Trustee"), as Trustee. The Subordinated Debt Securities will be issued under an
indenture (the "Subordinated Indenture"), between us and a trustee to be named
in the applicable prospectus supplement (the "Subordinated Trustee"). The term
"Indenture" refers to either the Senior Indenture or the Subordinated
Indenture, as appropriate, the term "Trustee" refers to either the Senior
Trustee or the Subordinated Trustee, as appropriate, and the term "Debt
Securities" refers to the Senior Debt Securities and the Subordinated Debt
Securities. Each Indenture will be subject to and governed by the Trust
Indenture Act of 1939.
The following statements with respect to the Debt Securities are
not complete and are subject to the detailed provisions of the Senior Indenture
and the Subordinated Indenture. Forms of these agreements are filed as exhibits
to the Registration Statement.
The particular terms of each series of Debt Securities (including
any additions or modifications to the general terms of the Debt Securities)
will be described in a prospectus supplement that will be filed with the SEC.
To review the terms of a particular series of Debt Securities, you must refer
to both the prospectus supplement for the particular series and to the
description of Debt Securities contained in this prospectus. There may be
different trustees for one or more different series of Debt Securities. See
"--Trustee".
GENERAL
The applicable prospectus supplement for a series of Debt Securities
to be issued will describe the following terms of the offered Debt Securities:
o the title;
o the aggregate principal amount;
o the percentage of their principal amount at which they will be
offered;
o the date or dates on which principal is payable;
o the interest rate or rates and/or the method of determining the
interest rates;
o the dates from which interest, if any, will accrue, the method
of determining those dates, and the dates on which interest is
payable;
o the terms for redemption, extension or early repayment;
o the denominations in which the Debt Securities are authorized
to be issued (if other than denominations of $1,000 or any
integral multiple thereof);
o the currency or currencies of payment of principal or interest;
o the provisions for a sinking fund, if any;
o if it is an amount other than the principal amount of the Debt
Securities, the portion of the principal amount that will be
payable if the maturity of the Debt Securities is declared to
be accelerated;
o any other restrictive covenants included for the benefit of the
holders of the Debt Securities;
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o the events of default;
o whether the Debt Securities are issuable as a global security
or Securities;
o the applicable tax consequences related to the Debt Securities;
o the terms and conditions, if any, under which the Debt
Securities may be converted into or exchanged for our common
stock or other securities;
o the applicability of the provisions described in "--Defeasance"
below;
o any subordination provisions applicable to the Debt Securities
in addition to or different than those described under
"--Subordination" below; and
o any other term or provision which is not inconsistent with the
Indenture.
One or more series of Debt Securities may be sold at a
substantial discount below their stated principal amount, bearing no interest
or interest at a rate which at the time of issuance is below market rates. Any
applicable Federal income tax consequences and special considerations will be
described in the applicable prospectus supplement.
Except as otherwise stated in the applicable prospectus
supplement, principal, premium, if any, and interest, if any, will be payable
at an office or agency to be maintained by us, except that at our option,
interest may be paid by a check mailed to the person entitled to it.
The Debt Securities will be issued only in fully registered form
without coupons and may be presented for registration of transfer or exchange
at the corporate trust office of the Trustee. No service charge will be made
for any transfer or exchange of the Debt Securities, but we may require payment
of a sum to cover any tax or other governmental charge that must be paid in
connection with the transfer or exchange. Not all Debt Securities of any one
series need be issued at the same time, and, unless otherwise provided, a
series may be reopened for issuances of additional Debt Securities of that
series.
The Indenture does not contain any covenants or provisions that
are specifically intended to give holders of the Debt Securities protection if
we undertake a highly leveraged transaction. With respect to any series of Debt
Securities, the existence or non-existence of such covenants or provisions will
be disclosed in the applicable prospectus supplement.
Neither Panamanian law nor our Articles of Incorporation or
By-laws limit the right of non-resident or foreign owners to hold Debt
Securities. While no tax treaty currently exists between the Republic of Panama
and the U.S., we believe that under current law interest payments to holders of
our Debt Securities are not subject to taxation under the laws of the Republic
of Panama.
BOOK-ENTRY SYSTEM
The Debt Securities of a series may be issued in the form of one
or more global securities that will be deposited with a depository (the
"Depository") or with a nominee for the Depository identified in the applicable
prospectus supplement, and will be registered in the name of the Depository or
a nominee of it. In such a case one or more global securities will be issued in
a denomination or aggregate denominations equal to the aggregate principal
amount of all the Debt Securities of the series to be represented by the global
security or securities. Unless and until it is exchanged in whole or in part
for Debt Securities in definitive certificated form, a global security may be
transferred, in whole but not in part, only to another nominee of the
Depository for that series, or to a successor Depository for that series
selected or approved by us, or to a nominee of that successor Depository.
The specific depository arrangement with respect to any series of
Debt Securities to be represented by a global security will be described in the
applicable prospectus supplement.
13
PAYMENT OF ADDITIONAL AMOUNTS
We will agree that any amounts payable on the Debt Securities
will be paid without deduction or withholding for any and all future and
present taxes, levies, imposts or other governmental charges imposed, assessed,
levied or collected by or for the account of the Republic of Panama or any of
its political subdivisions or taxing authorities or by or for the account of
the jurisdiction of incorporation (other than the U.S.) of a successor
corporation to us, to the extent that such taxes first become applicable as a
result of the successor corporation becoming the obligor on the Debt Securities
("Panamanian Taxes"). In addition, if deduction or withholding of any
Panamanian Taxes is ever required by the Republic of Panama or any of its
political subdivisions or taxing authorities (or the jurisdiction of
incorporation (other than the U.S.) of a successor corporation to us), we will
(if the holders or beneficial owners of the relevant Debt Securities comply
with any relevant administrative requirements) pay any additional amounts
("Additional Amounts") required to make the net amounts paid to the holders of
the Debt Securities or the Trustee under the Indenture, as the case may be,
after such deduction or withholding, equal to the amounts of principal,
premium, if any, interest, if any, and sinking fund or analogous payments, if
any, to which those holders or the Trustee are entitled. We are not required to
pay Additional Amounts in respect of the following Taxes ("Excluded Taxes"):
o any present or future Panamanian Taxes which would not have
been so imposed, assessed, levied or collected if the holder or
beneficial owner of the relevant Debt Security were not or had
not been a domiciliary, national or resident of, or engaging or
having been engaged in business or maintaining or having
maintained a permanent establishment or being or having been
physically present in, the Republic of Panama (or the
jurisdiction of incorporation of a successor corporation to us)
or any such political subdivision of such jurisdiction or
otherwise having or having had some connection with any such
jurisdiction other than holding or owning a Debt Security, or
collecting principal and interest, if any, on, or the
enforcement of, a Debt Security;
o any present or future Panamanian Taxes which would not have
been so imposed, assessed, levied or collected but for the fact
that, where presentation is required, the relevant Debt
Security was presented more than thirty days after the date the
payment became due or was provided for, whichever is later; or
o any present or future Panamanian Taxes which would not have
been so imposed, assessed, levied or collected but for the
failure to comply with any certification, identification or
other reporting requirements concerning the nationality,
residence, identity or connection with the Republic of Panama
(or the jurisdiction of incorporation of a successor
corporation to us) or any of its political subdivisions of the
holder or beneficial owner of the relevant Debt Security, if
compliance is required by statute or by rules or regulations of
any such jurisdiction as a condition to relief or exemption
from Panamanian Taxes.
We or any successor to us, as the case may be, will indemnify and
hold harmless each holder of the Debt Securities and upon written request
reimburse each holder for the amount of:
o any Panamanian Taxes levied or imposed and paid by the holder
of the Debt Securities (other than Excluded Taxes) as a result
of payments made with respect to the Debt Securities;
o any liability (including penalties, interest and expenses)
arising from or in connection with the levying or imposing of
any Panamanian Taxes; and
o any Panamanian Taxes levied or imposed with respect to payment
of Additional Amounts or any reimbursement pursuant to this
list.
We or our successor, as the case may be, will also:
o make such withholding or deduction; and
o remit the full amount deducted or withheld, to the relevant
authority in accordance with applicable law.
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We or any successor to us, as the case may be, will furnish the
Trustee within 30 days after the date the payment of any Panamanian Taxes is
due, certified copies of tax receipts evidencing the payment by us or any
successor to us, as the case may be. The Trustee will forward copies of the tax
receipts to the holders of the Debt Securities.
At least 30 days prior to each date on which any payment under or with
respect to the Debt Securities is due and payable, if we will be obligated to
pay Additional Amounts with respect to those payments, we will deliver to the
Trustee an officers' certificate stating that Additional Amounts will be
payable, stating the amounts that will be payable, and setting forth any other
information necessary to enable the Trustee to pay the Additional Amounts to
holders of the Debt Securities on the payment date.
REDEMPTION OR ASSUMPTION OF DEBT SECURITIES UNDER CERTAIN CIRCUMSTANCES
Unless otherwise specified in the prospectus supplement with
respect to any series of Debt Securities, if as the result of any change in or
any amendment to the laws, including any regulations and any applicable double
taxation treaty or convention, of the Republic of Panama (or non-U.S.
jurisdiction of incorporation of a successor corporation to us), or of any of
its political subdivisions or taxing authorities affecting taxation, or any
change in an application or interpretation of those laws, which change,
amendment, application or interpretation becomes effective on or after the
original issuance date of the series (or, in certain circumstances, the later
date on which a corporation becomes a successor corporation to us), we
determine based upon an opinion of independent counsel of recognized standing
that:
o we would be required to pay Additional Amounts on the next
succeeding date for the payment thereof, or
o any taxes would be imposed (whether by way of deduction,
withholding or otherwise) by the Republic of Panama (or the
jurisdiction of incorporation (other than the U.S.) of a
successor corporation to us) or by any of its political
subdivisions or taxing authorities, upon or with respect to any
principal, premium, if any, interest, if any, or sinking fund
or analogous payments, if any,
then we may, at our option, on giving not less than 30 nor more than 60 days'
irrevocable notice, redeem the series of Debt Securities in whole at any time
(other than Debt Securities of a series having a variable rate of interest,
which may be redeemed only on an interest payment date) at a redemption price
equal to 100% of the principal amount plus accrued interest to the date fixed
for redemption (other than outstanding original issue discount Debt Securities,
which may be redeemed at the redemption price specified by the terms of each
series of such Debt Securities). No notice of redemption may be given more than
90 days prior to the earliest date on which we would be obligated to pay the
Additional Amounts or the tax would be imposed, as the case may be. Also, at
the time that the notice of redemption is given, the obligation to pay
Additional Amounts or tax, as the case may be, must be in effect.
MERGER AND CONSOLIDATION
We cannot consolidate with or merge into any other person or transfer
or lease all or substantially all of our assets subsantially as an entirety to
any person unless:
o after giving effect to the transaction, no Event of Default,
and no event which after notice or lapse of time or both would
become an Event of Default, shall have occurred and be
continuing;
o the successor or transferee entity, if other than us, expressly
assumes by a supplemental indenture executed and delivered to
the Trustee, in form reasonably satisfactory to the Trustee,
the due and punctual payment of the principal of, any premium
on and and interest on, all the outstanding Debt Securities and
the performance of every covenant in the Indenture to be
performed or observed by us and provides for conversion rights
in accordance with applicable provisions of the Indenture; and
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o we have delivered to the Trustee an officers' certificate and
an opinion of counsel, each in the form required by the
Indenture and stating that such consolidation, merger,
conveyance or transfer and such supplemental indenture comply
with the foregoing provisions relating to such transaction.
EVENTS OF DEFAULT AND NOTICE
Unless otherwise noted in an applicable prospectus supplement, the
following are "Events of Default" in respect of a particular series of Debt
Securities:
o failure to pay interest (including Additional Amounts) for 30
days after it is due;
o failure to pay the principal or premium, if any, when due;
o failure to make a sinking fund payment for five days after it
becomes due;
o failure to perform any other covenant for 60 days after being
given written notice of the failure in accordance with the
Indenture;
o failure to pay when due the principal of, or acceleration of,
any indebtedness for money borrowed by us in excess of $20
million, if the indebtedness is not discharged, or the
acceleration is not annulled, within 30 days of us receiving
written notice of the failure in accordance with the Indenture;
o certain events of bankruptcy, insolvency or reorganization; and
o any other Event of Default, as indicated in the applicable
prospectus supplement.
If an Event of Default in respect of a particular series of Debt
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the Debt Securities
outstanding of the series may declare the principal amount (or, if the Debt
Securities of the series are original issue discount Debt Securities, the
portion of the principal amount as may be specified in the terms of the series)
of all of the Debt Securities of the series to be due and payable immediately.
At any time after such a declaration of acceleration has been made, but before
a judgment or decree for the payment of money due upon acceleration has been
obtained by the Trustee, the holders of a majority in aggregate principal
amount outstanding of the Debt Securities of the affected series may, under
certain circumstances, rescind and annul the declaration and its consequences
if all Events of Default relating to the Debt Securities of the series, other
than the non-payment of principal due solely by the declaration of
acceleration, have been cured or waived as provided in the Indenture.
The Trustee will, within 90 days after a default in respect of a
series of Debt Securities, give the holders of the series notice of all uncured
defaults known to it (the term "default" includes the events specified above
without grace periods). However, except in the case of default in the payment
of the principal of, or premium, if any, on or interest on any of the Debt
Securities of the series, or in the payment of any sinking fund installment
with respect to the Debt Securities of the series, the Trustee may withhold
such notice and will not be liable to holders for doing so, if the Trustee in
good faith determines that the withholding of such notice is in the interests
of the holders of the series.
Pursuant to the terms of the Indenture, we are required to furnish to
the Trustee within 120 days of the end of our fiscal year a statement of
certain of our officers stating whether or not to the best of their knowledge
we are in default, in respect of any series of Debt Securities, in the
performance and observance of the terms of the Indenture and, if we are in
default, specifying the default and the nature of it.
The Indenture provides that the holders of a majority in aggregate
principal amount of all Debt Securities then outstanding of a particular series
will have the right to waive certain defaults in respect of the series and,
subject to certain limitations, to direct the time, method and place of
conducting any proceedings for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee. The Indenture provides
that, in case an Event of Default in respect of a particular series of Debt
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Securities occurs (which is not cured or waived), the Trustee will be required
to exercise such of its rights and powers under the Indenture, and to use the
degree of care and skill in their exercise, that a prudent man would exercise
or use in the conduct of his own affairs. Otherwise, the Trustee need only
perform such duties as are specifically set forth in the Indenture. Subject to
those provisions, the Trustee will be under no obligation to exercise any of
its rights or powers under the Indenture at the request of any of the holders
of the series unless they have offered to the Trustee reasonable security or
indemnity.
No holder of any series of Debt Securities will have any right to
institute any proceeding with respect to the Indenture or for any remedy under
it, unless the holder has previously given to the Trustee written notice of a
continuing Event of Default and unless the holders of at least 25% in aggregate
principal amount of the outstanding Debt Securities of the series have made
written request, and offered reasonable indemnity, to the Trustee to institute
such a proceeding as trustee. In addition, the Trustee must not have received
from the holders of a majority in aggregate principal amount of the outstanding
Debt Securities of the series a direction inconsistent with the request and
have failed to institute the proceeding within 60 days. However, such
limitations do not apply to a suit instituted by a holder of a Debt Security
for enforcement of payment of the principal of and premium, if any, or interest
on the Debt Security on or after the respective due dates expressed in the Debt
Security.
The Events of Default may be modified with respect to a series of Debt
Securities. Any such modification will be described in a prospectus supplement.
MODIFICATION OF THE INDENTURE
With certain exceptions, we may modify the Indenture, our rights and
obligations, and the rights of the holders of a particular series, with the
consent of the holders of at least a majority in aggregate principal amount of
the outstanding Debt Securities of that series. However, without the consent of
each affected holder of each Debt Security of a series, no modification may be
made which would:
o change the stated maturity of the principal or premium, if any,
of a Debt Security in the series;
o change the stated maturity of the interest (including
Additional Amounts) on any Debt Security in the series;
o reduce the principal amount of a Debt Security in the series;
o reduce the interest rate on any Debt Security in the series; or
o reduce the amount of principal of an original issue discount
Debt Security that is payable upon the acceleration of the
maturity of the Security.
In addition, the consent of the holders of all then outstanding Debt
Securities of the series is required to reduce the percentage of holders of
Debt Securities whose consent is required to modify the Indenture or adversely
affect the right of holders of Debt Securities to convert any Securities as
provided in a supplemental indenture, or adversely affect our right to
repurchase any Debt Securities as provided in any supplemental indenture.
DEFEASANCE
An applicable supplemental indenture may allow us to elect either:
(1) to defease and be discharged from any and all obligations with
respect to the Debt Securities of any series pursuant to the
supplemental indenture, except for the obligation to pay
Additional Amounts and certain other obligations, or
(2) to be released from our obligations with respect to the Debt
Securities under certain sections of the Indenture or
supplemental indenture or certain Events of Default.
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In order to exercise either defeasance option, we must irrevocably
deposit with the applicable Trustee, in trust, money or certain direct
qualifying obligations of the U.S. or an agency or instrumentality of the U.S.
which, in either case, are not callable at the issuer's option ("U.S.
Government Obligations") or certain depositary receipts for U.S. Government
Obligations that through the payment of interest and principal on them will
provide sufficient money to pay all the principal of and premium, if any, and
any interest on, the Debt Securities on the dates the payments are due.
Defeasance may be effected only if, among other things:
o no Event of Default or event which with the giving of notice or
lapse of time, or both, would become an Event of Default under
the applicable Indenture has occurred and is continuing on the
date of the deposit;
o in the event of defeasance under clause (1) above, we have
delivered an opinion of counsel, stating that we have received
from, or there has been published by, the Internal Revenue
Service a ruling, or since the date of the applicable
supplemental indenture there has been a change in applicable
federal law, holding that the holders of the Debt Securities
will not recognize gain or loss for U.S. federal income tax
purposes as a result of the deposit or defeasance, and will be
subject to U.S. federal income tax in the same manner as if the
defeasance had not occurred; and
o in the event of defeasance under clause (2) above, we have
delivered an opinion of counsel to the effect that, among other
things, the holders of the Debt Securities will not recognize
gain or loss for U.S. federal income tax purposes as a result
of the deposit or defeasance and will be subject to U.S.
federal income tax in the same manner as if the defeasance had
not occurred.
If we fail to comply with our remaining obligations under the
applicable Indenture or supplemental indenture after a defeasance of the
Indenture and supplemental indenture with respect to Debt Securities as
described under clause (2) above, and the Debt Securities are declared due and
payable because of the occurrence of any undefeased Event of Default, the
amount of money and U.S. Government Obligations on deposit with the Trustee
might be insufficient to pay amounts due on the Debt Securities of the series
at the time of the acceleration resulting from the Event of Default. However,
we will remain liable in respect of the payments.
SUBORDINATION
If our assets are distributed upon our dissolution, winding up,
liquidation or reorganization, the payment of the principal of (and premium, if
any), and interest on, the Subordinated Debt Securities will be paid after, to
the extent provided in the Subordinated Indenture and the applicable
supplemental indenture, all senior indebtedness is paid in full, including
Senior Debt Securities. Nevertheless, our obligation to pay principal (and
premium, if any) or interest on the Subordinated Debt Securities will not
otherwise be affected. We may not pay any principal (or premium, if any),
sinking fund or interest on the Subordinated Debt Securities when we are in
default in the payment of principal, premium, if any, sinking fund or interest
on senior indebtedness. If, while we are in default on senior indebtedness, any
payment is received by the Subordinated Trustee under the Subordinated
Indenture or the holders of any of the Subordinated Debt Securities before we
have paid all senior indebtedness in full, the payment or distribution must
either be paid over to the holders of the unpaid senior indebtedness or applied
to the repayment of the unpaid senior indebtedness. Until we have paid the
senior indebtedness in full, the holders of the Subordinated Debt Securities
will be subrogated to the rights of the holders of our senior indebtedness to
the extent that payments are made to the holders of senior indebtedness out of
the distributive share of the Subordinated Debt Securities.
Because of the way in which the subordination provisions operate, if
our assets are distributed upon insolvency, certain of our general creditors
may recover more, ratably, than holders of Subordinated Debt Securities. The
Subordinated Indenture or applicable supplemental indenture may state that its
subordination provisions will not apply to money and securities held in trust
under the satisfaction and discharge, and the legal defeasance, provisions of
the Subordinated Indenture.
If this prospectus is being delivered in connection with the offering
of a series of Subordinated Debt Securities, the accompanying prospectus
supplement or the information incorporated by reference in it will describe the
approximate amount of senior indebtedness outstanding as of a recent date.
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CONVERSION RIGHTS
The terms and conditions, if any, on which Debt Securities being
offered are convertible into our common stock or other of our securities will
be set forth in an applicable prospectus supplement. The terms to be described
will include the conversion price, the conversion period, provisions as to
whether conversion will be at the option of the holder or us, the events
requiring an adjustment of the conversion price and provisions affecting
conversion in the event that the Debt Securities are redeemed.
TRUSTEE
The Trustee may resign or be removed with respect to one or more
series of Debt Securities, and a successor Trustee may be appointed to act with
respect to that or those series. In the event that there are two or more
persons acting as Trustee with respect to different series of Debt Securities,
each Trustee will be a trustee of a trust or trusts under the Indenture that
are separate and apart from the trust or trusts administered by any other
Trustee, and any action permitted or required to be taken by the "Trustee" may
be taken by each successor Trustee with respect to, and only with respect to,
the one or more series of Debt Securities for which that successor is acting as
Trustee.
GOVERNING LAW
The Debt Securities and the Indenture are governed by and will be
construed in accordance with the laws of the State of New York.
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DESCRIPTION OF THE CARNIVAL PLC GUARANTEE
Carnival plc is guaranteeing our monetary obligations under some or
all of the Debt Securities on an unsecured and unsubordinated basis. Carnival
plc's guarantee is being issued under its deed of guarantee, which Carnival plc
and we executed at the closing of the DLC transaction on April 17, 2003. At the
closing of the DLC transaction, Carnival plc and we also executed a separate
deed of guarantee reciprocal to Carnival plc's, under which we guaranteed
specified obligations of Carnival plc owed to creditors. The following
description is a summary of the material provisions of Carnival plc's deed of
guarantee. The summary is not complete and may not cover information that you
may find important. Accordingly, this summary is subject to, and qualified in
its entirety by reference to, the detailed provisions of Carnival plc's deed of
guarantee. You should read Carnival plc's deed of guarantee carefully and in
its entirety because it, and not this description, defines your rights under
the Carnival plc deed of guarantee.
FORM OF GUARANTEE
The Carnival plc guarantee will be in uncertificated form.
OBLIGATIONS GUARANTEED
Under Carnival plc's deed of guarantee, Carnival plc has fully,
unconditionally and irrevocably undertaken and promised to us that Carnival plc
will, as a continuing obligation, make to the creditor to whom or to which it
is owed the proper and punctual payment of each of the following obligations,
following written demand on the relevant primary obligor, if for any reason we
do not make such payment on the relevant due date:
o any contractual monetary obligations owed to our creditors
incurred under an agreement entered into since completion of
the DLC transaction;
o any contractual monetary obligations of other persons, referred
to as principal debtors, which are guaranteed by us and
incurred under an agreement entered into since completion of
the DLC transaction; and
o any other obligation of any kind that may be agreed in writing
between us and Carnival plc.
Carnival plc's deed of guarantee provides that the creditors to whom our
obligations are owed are intended third party beneficiaries of Carnival plc's
deed of guarantee. Subject to protective procedures for existing and new
beneficiaries of Carnival plc's guarantee, we and Carnival plc may exclude
obligations from coverage under Carnival plc's deed of guarantee by agreement,
as described below under "--Exclusions from the Guarantee." If a series of Debt
Securities is excluded from coverage under Carnival plc's deed of guarantee,
the prospectus supplement relating to those Debt Securities will so state.
Should any obligation not be recoverable from Carnival plc as a result
of the obligation becoming void, voidable or unenforceable against us, Carnival
plc also has agreed that it will, as sole, original and independent obligor,
make payment on such obligation by way of a full indemnity. Unless otherwise
provided in Carnival plc's deed of guarantee, Carnival plc's liabilities and
obligations under Carnival plc's deed of guarantee will remain in force
notwithstanding any act, omission, neglect, event or matter which would not
affect or discharge our liabilities owed to the relevant creditor, including,
without limitation:
o anything which would have discharged Carnival plc, wholly or in
part, but not us;
o anything which would have offered Carnival plc, but not us, any
legal or equitable defense; and
o any winding-up, insolvency, dissolution and/or analogous
proceeding of, or any change in constitution or corporate
identity or loss of corporate identity by, us or any other
person or entity.
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In the event that Carnival plc is required under the Carnival plc
guarantee to make a payment to a creditor, we will reimburse Carnival plc for
those payments.
EXCLUSIONS FROM THE GUARANTEE
We and Carnival plc may, by entering into a supplemental deed of
guarantee and by giving the required notice, exclude from the scope of Carnival
plc's deed of guarantee obligations of a particular type, or a particular
obligation or obligations, incurred after a specified date. The specified date
must be:
o in the case of obligations of a particular type, at least three
months after the date on which notice of the relevant exclusion
is given, or
o in the case of a particular obligation, at least five business
days, or such shorter period as the relevant creditor may
agree, after the date on which notice is given to the relevant
creditor.
However, no such agreement or exclusion shall be effective with respect to any
obligation incurred before, or arising out of, any credit or similar facility
available for use at, the time at which the relevant agreement or exclusion
becomes effective. Therefore, under this provision we and Carnival plc would
not be able to exclude a series of Debt Securities or the indenture governing
such Debt Securities from the scope of Carnival plc's deed of guarantee after
the issuance of those Debt Securities without the consent of the trustee under
the indenture and the requisite holders of the relevant Debt Securities.
NO DEFENSE, SET-OFF AND COUNTERCLAIM
In respect of any claim against Carnival plc by a creditor under
Carnival plc's deed of guarantee, Carnival plc will not have available to it:
o by way of defense or set-off, any matter that arises from or in
connection with Carnival plc's deed of guarantee, and which
would have been available to Carnival plc by way of defense or
set-off if the proceedings had been brought against Carnival
plc by us,
o by way of defense or set-off, any matter that would have been
available to Carnival plc by way of defense or set-off against
a creditor if the creditor had been a party to Carnival plc's
deed of guarantee, or
o by way of counterclaim any matter not arising from Carnival
plc's deed of guarantee that would have been available to
Carnival plc by way of counterclaim against a creditor if the
creditor had been a party to Carnival plc's deed of guarantee.
GOVERNING LAW AND JURISDICTION
Carnival plc's deed of guarantee is governed and construed in
accordance with the laws of the Isle of Man. All actions or proceedings arising
out of or in connection with Carnival plc's deed of guarantee must be
exclusively brought in courts in England. In addition, the issuance of the
Carnival plc guarantee will not affect the governing law of any Debt Securities
guaranteed, which will continue to be governed by the laws of the State of New
York. It is therefore likely that the governing law and the jurisdiction in
which actions may be brought in respect of the Carnival plc guarantee will be
different from those for the Debt Securities. See "Risk Factors--Risks Relating
to the Guarantees--Carnival plc's guarantee is governed by the laws of a
foreign jurisdiction, and an action to enforce either guarantee must be brought
in the courts of England."
TERMINATION
No termination of Carnival plc's deed of guarantee will be effective
with respect to any obligation under Carnival plc's deed of guarantee incurred
before, or arising out of, any credit or similar facility available for use at,
the time at which the termination becomes effective. Therefore, after the
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issuance of a series of Debt Securities made subject to the Carnival plc's deed
of guarantee, the termination provisions described below will not apply to
those Debt Securities without the consent of the trustee under the indenture
and the requisite holders of those Debt Securities.
Subject to that limitation, Carnival plc's deed of guarantee will
terminate:
o automatically upon the termination or the discontinuance of
effectiveness of the Equalization and Governance Agreement,
which was entered into by us and Carnival plc at the closing of
the DLC transaction and is the primary agreement governing the
ongoing relationship between us and Carnival plc as a dual
listed company operating as a single economic entity,
o automatically upon the termination or discontinuance of
effectiveness of our deed of guarantee, or
o on such future date as Carnival plc may determine with the
giving of three months' notice following our consenting to such
termination, although our consent shall not be required if
prior to the date of such notice a resolution is passed or an
order is made for the liquidation of us.
AMENDMENT
We and Carnival plc may amend Carnival plc's deed of guarantee by
entering into a supplemental deed. However, no amendment of Carnival plc's deed
of guarantee will be effective with respect to any obligation under Carnival
plc's deed of guarantee incurred before, or arising out of, any credit or
similar facility available for use at, the time at which the amendment becomes
effective. Therefore, after the issuance of a series of Debt Securities subject
to Carnival plc's deed of guarantee, no such amendment may become effective
with respect to such Debt Securities without the consent of the trustee and the
requisite holders of those Debt Securities.
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DESCRIPTION OF WARRANTS
We may issue Warrants for the purchase of our common stock, preferred
stock or Debt Securities, Warrants to purchase or sell debt securities of or
guaranteed by the U.S. ("Government Debt Securities"), Warrants to purchase or
sell foreign currencies, currency units or units of a currency index or
currency basket, Warrants to purchase or sell units of a stock index or a stock
basket and Warrants to purchase or sell a commodity or a commodity index.
Warrants may be issued independently or together with any Securities offered by
any prospectus supplement and may be attached to or separate from those
Securities. The Warrants will be settled either through physical delivery or
through payment of a cash settlement value as described in this prospectus and
in any applicable prospectus supplement. The Warrants will be issued under
warrant agreements (each a "Warrant Agreement") to be entered into with a bank
or trust company, as warrant agent (the "Warrant Agent"), all as set forth in
the relevant prospectus supplement. The Warrant Agent will act solely as our
agent in connection with the Warrant certificates and will not assume any
obligation or relationship of agency or trust for or with any holders of
Warrant certificates or beneficial owners of Warrants. The following summaries
of certain provisions of the forms of Warrant Agreement are not complete and
are qualified by reference to the provisions of the forms of Warrant Agreement
(including the forms of Warrant certificates), copies of which will be filed as
exhibits to the Registration Statement (or incorporated by reference into the
Registration Statement).
The particular terms of any Warrants (including any modification or
additions to the general terms of the Warrants) will be described in a
prospectus supplement that will be filed with the SEC. To review the terms of
any particular Warrants, you must refer to both the prospectus supplement
relating to such Warrants and to the description of the Warrants in this
prospectus.
GENERAL
A prospectus supplement will describe the following terms of any
Warrants (to the extent such terms are applicable to the Warrants):
o their title;
o their aggregate number;
o whether the Warrants are for the purchase or sale of our common
stock, preferred stock, Debt Securities, Government Debt
Securities, currencies, currency units, composite currencies,
currency indices or currency baskets, stock indices, stock
baskets, commodities, commodity indices or any other index or
reference as described in the prospectus supplement;
o their price or prices;
o the currency or currencies, including composite currencies or
currency units, in which the price of the Warrants may be
payable;
o the date, if any, on and after which the Warrants and the
related common stock, preferred stock, or Debt Securities will
be separately transferable;
o the date on which the right to exercise the Warrants shall
commence, and the date on which the right shall expire;
o the maximum or minimum number of the Warrants which may be
exercised at any time;
o a discussion of material federal income tax considerations, if
any;
o the terms, procedures and limitations relating to the exercise
of the Warrants; and
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o any other terms of the Warrants, including any terms which may
be required or advisable under U.S. laws or regulations.
If the Warrants are to purchase common stock or preferred stock, the
prospectus supplement will also describe the purchase price for the underlying
common stock or preferred stock.
If the Warrants are to purchase Debt Securities, the prospectus
supplement will also describe:
o the designation, aggregate principal amount, currency, currency
unit, composite currency or currency basket of denomination and
other terms of the Debt Securities purchasable upon exercise of
the Warrants;
o the designation and terms of the Debt Securities with which the
Warrants are issued and the number of Warrants issued with each
such Debt Security;
o the date on and after which the Warrants and the related Debt
Securities will be separately transferable, if any; and
o the principal amount of Debt Securities purchasable upon
exercise of each Warrant and the price at which and currency,
currency unit, composite currency or currency basket in which
the principal amount of Debt Securities may be purchased upon
exercise.
If the Warrants are to purchase or sell Government Debt Securities or
a foreign currency, currency unit, composite currency, currency index or
currency basket, the Warrants will be listed on a national securities exchange
and the prospectus supplement will describe the amount and designation of the
Government Debt Securities or currency, currency unit, composite currency,
currency index or currency basket, as the case may be, subject to each Warrant,
whether the Warrants are to purchase or sell the Government Debt Securities,
foreign currency, currency unit, composite currency, currency index or currency
basket, whether the Warrants provide for cash settlement or delivery of the
Government Debt Securities or foreign currency, currency unit, composite
currency, currency index or currency basket upon exercise, and the national
securities exchange on which the Warrants will be listed.
If the Warrants are to purchase or sell a stock index or a stock
basket, the Warrants will provide for payment of an amount in cash determined
by reference to increases or decreases in that stock index or stock basket and
will be listed on a national securities exchange, and the prospectus supplement
will describe the terms of the Warrants, whether the Warrants are to purchase
or sell the stock index or stock basket, the stock index or stock basket
covered by the Warrants and the market to which the stock index or stock basket
relates, whether the Warrants are to purchase or sell the stock index or stock
basket and the national securities exchange on which the Warrants will be
listed.
If the Warrants are to purchase or sell a commodity or commodity
index, the Warrants will provide for cash settlement or delivery of the
particular commodity or commodities, and the Warrants will be listed on a
national securities exchange. The prospectus supplement will describe the terms
of the Warrants, the commodity or commodity index covered by the Warrants,
whether the Warrants are to purchase or sell the commodity or commodity index,
whether the Warrants provide for cash settlement or delivery of the commodity
or commodity index, the market, if any, to which the commodity or commodity
index relates and the national securities exchange on which the Warrants will
be listed.
Warrant certificates may be exchanged for new Warrant certificates of
different denominations, may be presented for registration of transfer, and may
be exercised at the corporate trust office of the Warrant Agent or any other
office indicated in the prospectus supplement. Warrants to purchase or sell
Government Debt Securities or a foreign currency, currency unit, composite
currency, currency index or currency basket, and Warrants to purchase stock
indices or stock baskets or commodities or commodity indices, may be issued in
the form of a single global warrant certificate, registered in the name of the
nominee of the depository of the Warrants, or may initially be issued in the
form of definitive certificates that may be exchanged, on a fixed date, or on a
date or dates we select, for interests in a global warrant certificate, as
described in the applicable prospectus supplement.
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Prior to the exercise of their Warrants, holders of Warrants to
purchase common stock, preferred stock or Debt Securities will, until their
Warrants are exercised, not have any of the rights of holders of such
Securities.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase the amount of common
stock, preferred stock or Debt Securities, or purchase or sell the amount of
Government Debt Securities, or the amount of currency, currency unit, composite
currency, currency index or currency basket, stock index or stock basket,
commodity or commodities, at the exercise price, or receive the settlement
value in respect of that amount of Government Debt Securities, currency,
currency unit, composite currency, currency index or currency basket, stock
index or stock basket, commodity or commodity index, as shall in each case be
set forth in or calculable from, the applicable prospectus supplement or as
otherwise described in the prospectus supplement. Warrants may be exercised on
the date set forth in the applicable prospectus supplement or as may be
otherwise described in such prospectus supplement. After that date (or a later
date declared by us), unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may be
set forth in the applicable prospectus supplement, Warrants may be exercised by
delivering to the Warrant Agent the Warrant certificate properly completed and
duly executed and of payment as provided in the prospectus supplement of the
amount required to purchase the common stock, preferred stock or Debt
Securities, or (except in the case of Warrants providing for cash settlement)
payment for or delivery of the Government Debt Securities or currency, currency
unit, composite currency, currency index, currency basket, stock index, stock
basket, commodity or commodities index purchased or sold upon exercise of the
Warrants. Warrants will be deemed to have been exercised upon receipt of a
Warrant certificate and the required payment, if applicable, at the corporate
trust office of the Warrant Agent or any other office indicated in the
prospectus supplement. We will, as soon as practicable thereafter, issue and
deliver the Debt Securities purchasable upon such exercise, or purchase or sell
such Government Debt Securities or currency, currency unit, composite currency,
currency index or currency basket, stock index or stock basket, commodity or
commodities, or pay the settlement value in respect of such Warrants. If fewer
than all of the Warrants represented by a Warrant certificate are exercised, a
new Warrant certificate will be issued for the remaining amount of the
Warrants.
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DESCRIPTION OF CAPITAL STOCK
GENERAL
The following is a description of the material terms of our capital
stock. Because it is a summary, the following description is not complete and
is subject to and qualified in its entirety by reference to our third amended
and restated articles of incorporation, or articles, our amended and restated
by-laws, or by-laws, and the other agreements specifically referenced in this
section.
Our authorized capital stock consists of 2,000,000,000 shares, of
which 1,959,999,998 are shares of common stock, 40,000,000 are shares of
preferred stock, one share is a special voting stock and one share is a special
stock. As of February 28, 2006, there were 639,774,163 shares of common stock,
no shares of preferred stock, one share of special voting stock and one share
of special stock outstanding. The one share of special voting stock, which we
refer to in this prospectus as the special voting share, and the one share of
special stock, which we refer to in this prospectus as the equalization share,
were issued in connection with the DLC transaction, which was completed on
April 17, 2003. See "--Special Voting Share" and "--Equalization Share."
Our common stock and the trust shares of beneficial interest in the
P&O Princess Special Voting Trust, including the beneficial interest in the
Carnival plc special voting share, are listed and trade together on the NYSE
under the ticker symbol "CCL."
COMMON STOCK
VOTING RIGHTS
At any meeting of shareholders, all matters, except as otherwise
expressly provided by Panamanian law and our articles or our by-laws, are
decided by a majority of the votes cast by all shareholders entitled to vote,
including, where applicable, the Carnival Corporation Special Voting Entity, as
described below, who are present in person or by proxy at such meeting. In
connection with the DLC transaction, special voting arrangements were
implemented so that our shareholders and Carnival plc's shareholders vote
together as a single decision-making body on all actions submitted to a
shareholder vote other than matters designated as "class rights actions" or
resolutions on procedural or technical matters.
These are called JOINT ELECTORATE ACTIONS and include:
o the appointment, removal or re-election of any director of us,
Carnival plc or both;
o if required by law, the receipt or adoption of the financial
statements of us or Carnival plc or the annual accounts of both
companies;
o the appointment or removal of the auditors of either company;
o a change of name by Carnival plc or us, or both; or
o the implementation of a mandatory exchange based on a change in
tax laws, rules or regulations.
The relative voting rights of the Carnival plc shares and our shares
are determined by the equalization ratio. Based on the current equalization
ratio of 1:1, each of our shares has the same voting rights as one Carnival plc
share on joint electorate actions.
A change in the equalization ratio resulting from a share
reorganization or otherwise would only affect voting rights on a per share
basis. In the aggregate, such a change would not affect the relative weighting
between our shareholders and the shareholders of Carnival plc.
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In the case of class rights actions, the company wishing to carry out
the class rights action would require the prior approval of shareholders of
both companies, each voting separately as a class. If shareholders of either
company do not approve the action, it generally will fail.
CLASS RIGHTS ACTIONS include:
o the voluntary liquidation, dissolution or winding up, or
equivalent, of either company for which shareholder approval is
required, other than as part of a voluntary liquidation,
dissolution or winding up, or equivalent, of both companies at
or about the same time provided that such liquidation is not
for the purpose of reconstituting all or a substantial part of
the business of the two companies in one or more successor
entities;
o the sale, lease, exchange or other disposition of all or
substantially all of the assets of either company other than a
bona fide commercial transaction for valid business purposes
and at fair market value and not as part of a proposal the
primary purpose of which is to collapse or unify the DLC
structure;
o an adjustment to the equalization ratio, other than in
accordance with the Equalization and Governance Agreement
entered into by us and Carnival plc on April 17, 2003;
o any amendment, removal or alteration of any of the provisions
of Carnival plc's articles of association and our articles and
by-laws which entrench specified core provisions of the DLC
structure;
o any amendment or termination of the principal agreements under
which the DLC structure is implemented, except where otherwise
specifically provided in the relevant agreement;
o any amendment to, removal or alteration of the effect of
certain tax-related provisions of our articles of incorporation
that would be reasonably likely to cause a mandatory exchange;
and
o anything which the boards of both companies agree should be
approved as a class rights action.
No resolution to approve a class rights action or joint electorate
action will be approved unless a parallel Carnival plc shareholders' meeting is
held to vote on any equivalent resolution.
Our board and the Carnival plc board may:
o decide to seek approval from shareholders for any matter that
would not otherwise require such approval;
o require any joint electorate action to instead be approved as a
class rights action; or
o specify a higher majority vote than the majority that would
otherwise be required by applicable laws and regulations.
EQUALIZATION RATIO
The Equalization and Governance Agreement, which was executed on April
17, 2003 by us and Carnival plc in connection with the DLC transaction, governs
the equalization ratio, which reflects the relative economic and voting
interests represented by an individual share of common equity in each company.
As of June 1, 2003, the "equalization ratio" between shares of our common stock
and Carnival plc ordinary shares was 1:1, so one share of our common stock is
entitled to the same economic and voting interests in Carnival Corporation &
plc as one Carnival plc ordinary share.
In order to effect the relative rights of Carnival Corporation shares
and Carnival plc shares under the DLC transaction, we and Carnival plc agreed
in the Equalization and Governance Agreement that Carnival Corporation & plc
would be operated under the following DLC equalization principles:
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o the equalization ratio will effectively govern the proportion
in which distributions of income and capital are made to the
holders of our shares relative to the holders of Carnival plc
shares, and vice versa, and the relative voting rights of the
holders of our shares and the holders of Carnival plc shares on
joint electorate actions;
o issuances of or transactions affecting our share capital or
that of Carnival plc will be implemented in a way which will
not give rise to a materially different financial effect as
between the interests of the holders of our shares and the
interests of the holders of Carnival plc shares. If any such
issue or transaction involves any of the following:
o a rights issue of shares at less than market value;
o an offer of any securities, or a grant of any options, warrants
or other rights to subscribe for, purchase or sell any
securities, to shareholders by way of rights;
o non-cash distributions to shareholders and share repurchases
involving an offer made to all or substantially all of the
shareholders of a company to repurchase their shares at a
premium to market value;
o a consolidation or subdivision of shares; or
o an issue of shares to shareholders for no consideration or
solely by way of capitalization of profits or reserves,
then an automatic adjustment to the equalization ratio will occur, unless our
board of directors and Carnival plc's board of directors, in their sole
discretion, undertake:
o an offer or action which having regard to the then existing
equalization ratio; the timing of the offer or action; and any
other relevant circumstances, is in the reasonable opinion of
the boards of Carnival Corporation and Carnival plc financially
equivalent, but not necessarily identical, in respect of, on
the one hand, holders of our shares, and on the other hand
holders of Carnival plc shares, and does not materially
disadvantage either company's shareholders, which we refer to
as a "matching action"; or
o an alternative to such automatic adjustment that has been
approved as such by a class rights action.
Any adjustments to the equalization ratio will be communicated to
shareholders through a press release.
Our board and the Carnival plc board will be under no obligation to
undertake any such matching action or to seek approval of an alternative as a
class rights action if any issue or transaction referred to above is not
covered by an automatic adjustment to the equalization ratio, and no automatic
adjustment to the equalization ratio will then occur, but our board and the
Carnival plc board will have the right (in their sole discretion), but not the
obligation, to undertake a matching action, or to seek approval of an
adjustment to the equalization ratio as a class rights action.
No adjustment to the equalization ratio will be required in respect
of:
o scrip dividends or dividend reinvestments at market price;
issuances of Carnival plc shares or our shares or securities
convertible into, or exercisable or exchangeable for, such
shares pursuant to employee share plans;
o issuances of our shares under Carnival Corporation's
$600,000,000 2% Convertible Senior Debentures due 2021 and the
$1,051,175,000 Liquid Yield Option Notes(TM) due 2021;
o issuances of shares or securities convertible into, or
exercisable or exchangeable for, such shares other than to all
or substantially all shareholders of either company, including
for acquisitions;
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o a buy-back or repurchase of any shares:
o in the market by means of an offer (1) not open to all or
substantially all shareholders of either company or (2)
in compliance with Rule 10b-18 under the Exchange Act;
o at or below market value;
o by either company pursuant to the provisions in such
company's governing documents; or
o pro rata to the shareholders of Carnival Corporation &
plc at the same effective premium to the market price,
taking into account the equalization ratio;
o matching actions;
o the issue of an equalization share by either company to the
other; and
o any purchase, cancellation or reduction of disenfranchised
shares.
SOURCES AND PAYMENT OF DIVIDENDS
Under Panamanian law, a corporation may pay dividends to the extent of
a corporation's net earnings or capital surplus.
We expect to pay quarterly dividends. There has been no change in the
entitlement of quarterly dividends for shareholders of us or Carnival plc
following the completion of the DLC transaction. Our shareholders and Carnival
plc shareholders have rights to income and capital distributions from Carnival
Corporation & plc based on the equalization ratio. In order for the companies
to pay a dividend or make a distribution, the ratio of dividends and
distributions paid per share of our common stock to dividends and distributions
paid per Carnival plc ordinary share must equal the equalization ratio, taking
into account the applicable currency exchange rate.
Dividends are equalized according to the equalization ratio, and any
balancing transactions between the companies will be determined and made,
before deduction of any amounts in respect of the tax required to be deducted
or withheld and excluding the amounts of any tax credits or other tax benefits.
If one company has insufficient profits or is otherwise unable to pay
a dividend, we and Carnival plc will, as far as practicable, enter into such
balancing transactions as are necessary to enable both companies to pay
dividends in accordance with the equalization ratio. This may take the form of
a payment from one company to the other or a dividend payment on an
equalization share. Dividends received by Carnival plc shareholders are
consistent with our regular quarterly dividend.
Our articles provide that the holders of shares of our common stock be
entitled, in accordance with the Equalization and Governance Agreement and to
the exclusion of the holders of shares of preferred stock, to receive such
dividends as from time to time may be declared by the board of directors,
except as otherwise provided by the board resolution or resolutions providing
for the issue of any series of shares of preferred stock.
LIQUIDATION
Under Panamanian law, if the board of directors deems it advisable
that the corporation be dissolved, it is to propose by a majority of the votes
of the members of the board an Agreement of Dissolution and within 10 days
shall call or cause to be called, in accordance with law, a meeting of
stockholders, to vote on the resolution passed by the board of directors
proposing the dissolution. At the stockholders' meeting, the holders of a
majority of shares with voting rights on the matter can adopt the resolution
for the dissolution of the company. The dissolution of the company may also be
adopted by written consent in lieu of meeting of the holders of all shares
having voting power.
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Pursuant to the Equalization and Governance Agreement, in the event of
a voluntary or involuntary liquidation of either us or Carnival plc, or both
companies, if the hypothetical potential per share liquidation distributions to
each company's shareholders are not equivalent, taking into account the
relative value of the two companies' assets and the indebtedness of each
company, to the extent that one company has greater net assets so that any
liquidation distribution to its shareholders would not be equivalent on a per
share basis, the company with the ability to make a higher net distribution is
required to make a payment to the other company to equalize the possible net
distribution to shareholders. The requirement to make an equalizing payment is
subject to some limitations. First, a reorganization under Chapter 11 of the US
Bankruptcy Code or a similar statute would not be considered a "liquidation,"
so such a reorganization would not result in equalizing payments. Second,
neither company will be required to make the equalizing payment if the payment
would result in neither group of shareholders being entitled to any liquidation
proceeds. Therefore, if the assets of Carnival Corporation & plc are not
sufficient to satisfy all of the creditors of Carnival Corporation & plc, no
equalization payment would be required to be made.
In giving effect to the principles regarding a liquidation of us, we
may:
o make a payment to Carnival plc in accordance with the
provisions of the Equalization and Governance Agreement;
o issue shares to Carnival plc or to holders of Carnival plc
ordinary shares and make a distribution or return on such
shares; or
o take any other action that the boards of directors of each of
us and Carnival plc consider appropriate to give effect to such
principles.
Any action other than a payment of cash by one company to the other company will
require the prior approval of the board of directors of each company.
APPRAISAL RIGHTS
Under Panamanian law, shareholders of a corporation do not have
appraisal rights.
PRE-EMPTIVE RIGHTS
Under Panamanian law, a shareholder is entitled to pre-emptive rights
to subscribe for additional issuances of common stock or any security
convertible into stock in proportion to the shares that are owned unless there
is a provision to the contrary in the articles of incorporation. Our articles
of incorporation provide that our shareholders are not entitled to pre-emptive
rights.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our common stock and paired trust
shares is SunTrust Bank.
SPECIAL VOTING SHARE
REFLECTING VOTES OF CARNIVAL PLC SHAREHOLDERS AT CARNIVAL CORPORATION MEETINGS
Our articles authorize one special voting share. The special voting
share is merely a mechanism to give effect to shareholder votes at parallel
shareholder meetings on joint electorate actions and class rights actions as
described above under "--Common Stock--Voting Rights" and quorum provisions as
described below under "--Certain Provisions of Carnival Corporation's Articles
and By-laws--Quorum Requirements." The special voting share has no rights to
income or capital and no voting rights except as described below. Upon
completion of the DLC transaction, Carnival issued the special voting share to
DLC SVC Limited. DLC SVC Limited is a newly formed company incorporated in
England and Wales whose shares are legally and beneficially owned by The Law
Debenture Trust Corporation p.l.c., an independent trustee company incorporated
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in England and Wales. At all meetings at which a joint electorate action or a
class rights action will be considered, the holder of the Carnival Corporation
special voting share must be present.
For joint electorate actions, the Carnival Corporation special voting
share will represent the number of votes cast at the parallel meeting of
Carnival plc shareholders, as adjusted by the equalization ratio and rounded up
to the nearest whole number, and will represent "yes" votes, "no" votes and
abstentions at our meeting in accordance with votes cast at the Carnival plc
meeting.
For class rights actions, DLC SVC Limited, as holder of the Carnival
Corporation special voting share, will only vote if the proposed action has not
been approved at the parallel Carnival plc meeting. In that event, the Carnival
Corporation special voting share will represent that number of votes equal to
the largest whole percentage that is less than the percentage of the number of
votes necessary to defeat the resolution at our meeting if the total votes
capable of being cast by all of our outstanding shares able to vote were cast
in favor of the resolution. In most cases, this will be 49%. For a majority
vote, 49% is the largest whole percentage that is less than the 50% needed to
defeat the resolution. As a result, in the case of a majority vote, the
Carnival Corporation special voting share will represent a number of votes
equal to 98% of the votes capable of being cast by all our shares, excluding
the votes represented by the Carnival Corporation special voting share.
Therefore, assuming holders of approximately 2% or more of our shares do not
cast votes on such class rights action, it will fail. If the Carnival plc
shareholders approve the proposed action, the Carnival Corporation special
voting share will not represent any votes.
The Carnival Corporation special voting share will not represent any
votes on any resolution of a procedural or technical nature, which we refer to
in this prospectus as "procedural resolutions." Procedural resolutions are
those that do not adversely affect the shareholders of Carnival plc in any
material respect and are put to our shareholders at a meeting. The Chairman of
our board will, in his absolute discretion, determine whether a resolution is a
procedural resolution. To the extent that such matters require the approval of
our shareholders, any of the following will be procedural resolutions:
o that certain people be allowed to attend or be excluded from
attending the meeting;
o that discussion be closed and the question put to the vote,
provided no amendments have been raised;
o that the question under discussion not be put to the vote,
where a shareholder feels the original motion should not be put
to the meeting at all, if such original motion was brought
during the course of that meeting;
o to proceed with matters in an order other than that set out in
the notice of the meeting;
o to adjourn the debate, for example, to a subsequent meeting;
and
o to adjourn the meeting.
REFLECTING VOTES OF CARNIVAL CORPORATION SHAREHOLDERS AT CARNIVAL PLC MEETINGS
As part of the DLC transaction, Carnival plc issued a special voting
share to us, and we transferred such share to the trustee of the P&O Princess
Special Voting Trust, a trust established under the laws of the Cayman Islands
for the purpose of holding the Carnival plc special voting share. For joint
electorate actions, the Carnival plc special voting share represents the number
of votes cast at the parallel meeting of our shareholders, as adjusted by the
equalization ratio and rounded to the nearest whole number, and will represent
"yes" votes, "no" votes and abstentions at the Carnival plc meeting in
accordance with votes cast at our meeting.
For class rights actions, the trustee of the P&O Princess Special
Voting Trust, as holder of the Carnival plc special voting share, will only
vote if the proposed action has not been approved at our parallel meeting. In
that event, the Carnival plc special voting share will represent that number of
votes equal to the largest whole percentage that is less than the percentage of
the number of votes, or, in the case of a special resolution, such percentage
less one vote, necessary to defeat the resolution at the Carnival plc meeting
if the total number of votes capable of being cast by all outstanding Carnival
plc shares, and other Carnival plc shares able to vote, were cast in favor of
the resolution. In most cases, this will be 49%. For a majority vote, 49% is
the largest whole percentage that is less than the 50% needed to defeat the
resolution. As a result, in the case of a majority vote, the Carnival plc
special voting share will represent a number of votes equal to 98% of the votes
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capable of being cast by all Carnival plc shares excluding the votes
represented by the Carnival plc special voting share. Therefore, assuming
holders of approximately 2% or more of Carnival plc shares do not cast votes on
such class rights action, it will fail. If our shareholders approve the
proposed action, the Carnival plc special voting share will not represent any
votes.
The Carnival plc special voting share will not represent any votes on
any procedural resolutions.
In connection with the DLC transaction, trust shares of beneficial
interest in the P&O Princess Special Voting Trust were transferred to us.
Immediately following this transfer, we distributed such trust shares by way of
dividend to our shareholders of record at the close of business on April 17,
2003. Under the Pairing Agreement entered into by us, the trustee of the P&O
Princess Special Voting Trust and SunTrust Bank on April 17, 2003, and our
articles, the trust shares of beneficial interest in the P&O Princess Special
Voting Trust are paired with, and evidenced by, certificates representing
shares of our common stock on a one-for-one basis.
Our shares trade in units consisting of one share of Carnival
Corporation common stock and one trust share of beneficial interest in the P&O
Princess Special Voting Trust. Each share of our common stock shall not and
cannot be transferred without the corresponding paired trust share. The trust
shares of beneficial interest in the P&O Princess Special Voting Trust entitle
our shareholders to receive any distributions made by the P&O Princess Special
Voting Trust. As the sole purpose of the P&O Princess Special Voting Trust
relates to the holding of the Carnival plc special voting share, it is not
expected to make any distributions. See "Description of Trust Shares."
EQUALIZATION SHARE
Our articles authorize one equalization share. The equalization share:
o has rights to dividends in accordance with the Equalization and
Governance Agreement as declared and paid by the board of
directors;
o has no rights to receive notice of, attend or vote at any
shareholder meeting; and
o in the event of our voluntary or involuntary liquidation, ranks
after all other holders of shares.
CERTAIN PROVISIONS OF CARNIVAL CORPORATION'S ARTICLES OF
INCORPORATION AND BY-LAWS
QUORUM REQUIREMENTS
The presence in person or by proxy at any meeting of our shareholders
holding at least one-third of the total votes entitled to be cast constitutes a
quorum for the transaction of business at such meeting, except as otherwise
required by applicable law or regulation, the articles of incorporation or the
by-laws.
For purposes of determining whether a quorum exists at any meeting of
shareholders where a joint electorate action or a class rights action is to be
considered:
o if the meeting of our shareholders convenes before the parallel
shareholder meeting of Carnival plc, the Carnival Corporation
special voting share will, at the commencement of the meeting,
have no votes and therefore will not be counted for purposes of
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determining the total number of shares entitled to vote at such
meeting or whether a quorum exists at such meeting, although
the Carnival Corporation special voting share itself must be
present, either in person, through a representative of DLC SVC
Limited, or by proxy;
o if the meeting of our shareholders convenes at substantially
the same time as or after the parallel shareholder meeting of
Carnival plc with respect to one or more joint electorate
actions, the Carnival Corporation special voting share will
have the maximum number of votes attached to it as were cast on
such joint electorate actions, either for, against or
abstained, at the parallel shareholder meeting of Carnival plc,
and such maximum number of votes, including abstentions, will
constitute shares entitled to vote and present for purposes of
determining whether a quorum exists at such meeting; and
o if the meeting of our shareholders convenes at substantially
the same time as or after the parallel shareholder meeting of
Carnival plc with respect to a class rights action, the
Carnival special voting share will, at the commencement of the
meeting, have no votes and therefore will not be counted for
purposes of determining the total number of shares entitled to
vote at such meeting or whether a quorum exists at such
meeting, although the Carnival Corporation special voting share
itself must be present, either in person, through a
representative of DLC SVC Limited, or by proxy.
In addition, in order for a quorum to be validly constituted with
respect to meetings of shareholders convened to consider a joint electorate
action or class rights action, DLC SVC Limited must be present at such meeting.
SHAREHOLDER ACTION BY WRITTEN CONSENT
Our by-laws provide that shareholders may not act by written consent.
SHAREHOLDER PROPOSALS
Panamanian law does not specifically address the issue of shareholder
proposals and our by-laws do not expressly permit shareholder proposals to be
considered at the annual meeting of shareholders. Panamanian law requires that
prior notice of a meeting must set out the purpose or purposes for which the
meeting is convened. Any proposal to be discussed at a meeting should be
included in the notice of the meeting, unless the notice reserves time for any
other matters which the shareholders may which to discuss.
Under the rules of the Exchange Act, shareholders may submit
proposals, including director nominations, for consideration at shareholder
meetings. Such proposals will need to comply with SEC regulations regarding the
inclusion of shareholder proposals in company-sponsored proxy materials. In
order for shareholder proposals to be considered for inclusion in our proxy
statement/prospectus for an annual meeting, the written proposals must be
received by us not less than 120 calendar days before the first anniversary of
the date of mailing of the proxy statement from the previous year's annual
meeting.
Our by-laws provide that at any special meeting of shareholders only
such business may be transacted as is related to the purpose or purposes of
such meeting set forth in the notice of the special meeting. Our by-laws
provide that special meetings of shareholders may only be called by our board
or our President or Secretary.
STANDARD OF CONDUCT FOR DIRECTORS
Panamanian law imposes a general fiduciary duty on directors to act
prudently and in the best interests of the company. Among other things,
directors are responsible for the authenticity of the payments which appear to
have been made on behalf of the company, for the validity of dividends to be
paid, general book-keeping and for effecting the operation of the company in
accordance with applicable laws, its articles of incorporation, its by-laws,
and resolutions of the General Assembly of shareholders.
Our articles provide that our board of directors is authorized to
operate and carry into effect the Equalization and Governance Agreement, the
SVE Special Voting Deed, which regulates the manner in which the votes
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attaching to the Carnival Corporation special voting share and the P&O Princess
special voting share are exercised, and the Carnival Corporation Deed of
Guarantee each of which was entered into on April 17, 2003, and, subject to
applicable laws and regulations, nothing done by any director in good faith
pursuant to such authority and obligations constitutes a breach of the
fiduciary duties of such director to us or our shareholders. In particular, the
directors are, in addition to their duties to us, entitled to consider the
interests of our shareholders and the Carnival plc shareholders as if we and
Carnival plc were a single entity. As a result of, and following completion of
the DLC transaction, our board of directors and that of Carnival plc are
identical.
MEETINGS OF SHAREHOLDERS
If we propose to undertake a joint electorate action or class rights
action at a meeting of shareholders, we must immediately give notice to
Carnival plc of the nature of the joint electorate action or the class rights
action it proposes to take. Unless such action is proposed to be taken at the
annual meeting of shareholders, the board of directors must convene a special
meeting for the purpose of considering a resolution to approve the joint
electorate action or class rights action. Such meeting will be held as close in
time as practicable with the parallel shareholder meeting convened by Carnival
plc for purposes of considering such joint electorate action or class rights
action. If we receive notice from Carnival plc that Carnival plc proposes to
undertake a joint electorate action or a class rights action, our board of
directors must convene a meeting of our shareholders as close in time as
practicable to the Carnival plc meeting and must propose an equivalent
resolution as that proposed at the Carnival plc meeting. We must cooperate
fully with Carnival plc in preparing resolutions, explanatory memoranda or any
other information or material required in connection with the proposed joint
electorate action or class rights action.
AMENDMENT OF GOVERNING INSTRUMENTS
Under Panamanian law, unless the articles of incorporation require a
greater vote, an amendment to the articles of incorporation may be made:
o by the holders or their proxies of all the issued and
outstanding stock of the corporation entitled to vote;
o by means of a resolution passed by holders or their proxies of
the majority of the outstanding stock of the corporation
entitled to vote; and
o in case the amendment to the articles consists in any change in
the preference of shares of any class, by means of a resolution
passed by holders or their proxies of majority of the
outstanding stock of the corporation entitled to vote of each
class.
Any amendment to the provisions of our articles which entrench the DLC
structure requires approval as a class rights action. The entrenched provisions
of the articles include matters relating to:
o the special voting share;
o anti-takeover provisions;
o dividends and distributions;
o amendments to our articles and by-laws; and
o liquidation.
All other provisions of our articles, except as provided below, may be
amended by the shareholders of Carnival Corporation and Carnival plc voting
together in a joint electorate action. Amendments to our articles require
approval, whether in a class rights action or joint electorate action, of a
majority of all votes entitled to be cast with respect thereto, including votes
entitled to be cast by the Carnival Corporation special voting share, at a
meeting of our shareholders.
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Notwithstanding the foregoing, any amendment of the articles (1) to
specify or change the location of the office or registered agent of us, or (2)
to make, revoke or change the designation of a registered agent, or to specify
or change the registered agent, may be approved and effected by the board of
directors without the approval of our shareholders or the shareholders of
Carnival plc.
Under Panamanian law, the board of directors of a corporation has the
power to adopt, amend or repeal the by-laws of the corporation, unless
specifically provided to the contrary by the articles of incorporation or in
the by-laws approved by the shareholders. Our by-laws provide that the by-laws
may be altered, amended, supplemented or repealed or new by-laws may be
adopted, by the board of directors or by vote of the holders of the shares
entitled to vote in the election of directors. Any by-laws adopted, altered or
supplemented by the board of directors may be altered, amended, supplemented or
repealed by the shareholders entitled to vote thereon.
Any amendment to or repeal of the provisions of our by-laws which
entrench the DLC structure will also require approval as a class rights action.
Any amendment to or repeal of our by-laws other than any of our entrenched
by-laws may be approved and effected by our board of directors without the
approval of our shareholders or the shareholders of Carnival plc. The
entrenched provisions of the by-laws include matters relating to:
o the transferability of the special voting share;
o the scope of, and voting rights and procedures in relation to,
joint electorate actions, class rights actions and procedural
resolutions; and
o election, qualification and disqualification of directors.
In limited circumstances since the implementation of the DLC
structure, Carnival plc shares, other than those held by us, may be subject to
a mandatory exchange for our shares at the then prevailing equalization ratio.
A mandatory exchange can occur if there is a change in applicable tax laws,
rules or regulations that the board of directors of Carnival plc reasonably
determines is reasonably likely to have a material adverse effect on Carnival
Corporation & plc and the exchange is approved by 66 2/3% of the shareholders
of Carnival plc and us voting on a joint electorate action. A mandatory
exchange can also be triggered if there is a change in the applicable non-tax
laws, rules or regulations, as a result of which the board of directors of
Carnival plc reasonably determines that it is reasonably likely that all or a
substantial portion of the agreements that give effect to the DLC structure are
unlawful, illegal or unenforceable. Were either of these changes to occur, we
would issue additional shares to deliver to Carnival plc shareholders in
accordance with the then prevailing equalization ratio and we would own 100% of
Carnival plc. Our shares are not subject to any mandatory exchange for Carnival
plc shares. If such a mandatory exchange is triggered, our articles and by-laws
will be automatically amended upon completion of the mandatory exchange,
without any further action of us or our shareholders, to conform to our
articles of incorporation and our by-laws prior to the implementation of the
DLC structure.
ELECTION OF DIRECTORS
Resolutions relating to the appointment, removal and re-election of
directors will be considered as a joint electorate action and voted upon by the
shareholders of each company effectively voting together as a single
decision-making body. Our articles provide that the number of directors will be
no less than three and no more than 25. Within said minimum and maximum, the
total number of directors may be fixed from time to time by resolution of the
shareholders or by resolution of the board. A change in the minimum and maximum
number of directors will require an amendment to the articles. No person may be
elected or appointed to serve on our board unless that person is also elected
to be a member of the Carnival plc board. Any of our directors who resign from
our board must also resign from the Carnival plc board and vice versa.
REMOVAL OF DIRECTORS
Panamanian law provides that a director may be removed with or without
cause by the holders of a majority in voting power of the shares entitled to
vote at an election of directors.
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Our by-laws provide that, subject to the provisions of Panamanian law,
directors may be removed with or without cause only by a majority vote of a
quorum of the shareholders.
VACANCIES ON THE BOARD OF DIRECTORS
Our by-laws provide that vacancies on the board of directors will be
filled by a majority of the directors then in office, even though less than a
quorum, provided that any such person is appointed to both our board and the
Carnival plc board at the same time. If only one director remains in office,
the director will have the power to fill all vacancies. If there are no
directors, our Secretary may call a meeting at the request of any two
shareholders for the purpose of appointing one or more directors.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Panamanian law does not specifically address the issue of
indemnification of directors and officers. We may indemnify any officer or
director who is made a party to any suit or proceeding on account of being a
director, officer or employee of the corporation against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement reasonably
incurred by him/her in connection with the action, through, among other things,
a majority vote of a quorum consisting of directors who were not parties to the
suit or proceeding if the officer or director acted in good faith and in a
manner he/she reasonably believed to be in the best interests of the
corporation. In a criminal proceeding, the standard is that the director or
officer had no reasonable cause to believe his/her conduct was unlawful.
Our articles provide that each person, and the heirs, executors or
administrators of such person, who was or is a party to or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding, by reason of the fact that such person is or was a director or an
officer of us or Carnival plc or is or was serving at the request of us or
Carnival plc as a director or officer of another corporation, partnership,
joint venture, trust or other enterprise, shall be indemnified and held
harmless by us against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the fullest extent and in
the manner set forth in and permitted by Panamanian law, and any other
applicable law, as from time to time in effect. This right of indemnification
is not exclusive of any other rights to which a director or officer may be
entitled. Any repeal or modification of the applicable provisions of the
General Corporation Law of Panama will not affect any rights or obligations
then existing with respect to any state of facts then or theretofore existing
or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part on any such state of facts. We have the
power to purchase and maintain insurance in respect of its indemnification
obligations.
A member of the board of directors, or a member of any committee
designated by the board of directors, will, in the performance of his duties, be
fully protected in relying in good faith upon the records of us or Carnival plc
and upon such information, opinions, reports or statements presented to us by
any of our or Carnival plc's officers or employees, or committees of the board
of directors, or by any other person as to matters the member reasonably
believes are within such other person's professional or expert competence and
who has been selected with reasonable care by or on behalf of us. In discharging
their duties, directors and officers, when acting in good faith, may rely upon
financial statements of us or Carnival plc represented to them to be correct by
the chief financial officer or the controller or other officer of us or Carnival
plc having charge of its books or accounts, or stated in a written report by an
independent public or certified public accountant or firm of such accountants
fairly to reflect the financial condition of us or Carnival plc.
TAKEOVER RESTRICTIONS
Under Panamanian law, directors are responsible for the good
management and in general for the execution or faulty fulfillment of their
obligations to administer the corporation's affairs. There is limited
legislative or judicial guidance on takeover issues in Panama and it is
difficult to anticipate how a Panamanian court will react or resolve a matter
concerning application of a policy of judicial deference to board of directors
decisions to adopt anti-takeover measures in the face of a potential takeover
where the directors are able to show that (1) they had reasonable grounds for
believing that there was a danger to corporate policy and effectiveness from an
acquisition proposal and (2) the board action taken was reasonable in relation
to the threat posed.
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Our articles contain provisions which would apply to any person, or
group of persons acting in concert, that acquires shares in Carnival
Corporation & plc which would trigger a mandatory offer obligation as if the UK
Takeover Code applied to Carnival Corporation & plc on a combined basis. Where:
o a person or group of persons acquired, or acquires voting
rights over 30% or more of the combined votes which would be
cast on a joint electorate action; or
o any person or group of persons that already holds not less than
30% but not more than 50% of the combined votes which would be
cast on a joint electorate action, acquired, or acquires voting
rights over, any shares which increase the percentage of votes
which such person(s) could cast on a joint electorate action,
such shares acquired would be disenfranchised, that is, the owner of those
shares could cease to have any economic or voting rights on those shares, unless
an offer for all the shares in Carnival Corporation & plc at a price equivalent
to that applicable to the acquisition has been made by the person or group.
These takeover restrictions would not apply to:
o acquisitions of shares of the other company by either Carnival
plc or us;
o if the restrictions are prohibited by applicable law and
regulations;
o any acquisition by the Arison family and various trusts for
their benefit within the thresholds described below; and
o any acquisition pursuant to a mandatory exchange.
There are some exceptions to these provisions in the case of the
Arison family and trusts for their benefit, which as of January 31, 2006,
together, hold approximately 29% of the total voting power of Carnival
Corporation & plc. The Arison family and various trusts for their benefit can
acquire shares in Carnival Corporation & plc without triggering these
provisions provided that, as a result, their aggregate holdings do not increase
by more than 1% of the voting power of Carnival Corporation & plc in any period
of 12 consecutive months, subject to their combined holdings not exceeding 40%
of the voting power of Carnival Corporation & plc. However, these parties may
acquire additional shares or voting power without being subject to these
restrictions if they comply with the offer requirement described above. These
restrictions do not apply to acquisitions of shares by either Carnival plc or
us.
OWNERSHIP LIMITATIONS AND TRANSFER RESTRICTIONS
In general, under Section 883 of the Internal Revenue Code, certain
non-U.S. corporations are not subject to U.S. federal income tax or branch
profits tax on U.S. source income derived from, or incidental to, the
international operations of a ship or ships. Effective for our year ended
November 30, 2005, the regulations provide, in general, that a foreign
corporation organized in a qualified foreign country and engaged in the
international operation of ships and aircraft shall exclude such income from
gross income for purposes of federal income taxation provided that the
corporation can satisfy certain ownership requirements, including, among other
things, that its stock be publicly traded. A corporation's stock that is
otherwise publicly traded will fail to satisfy this requirement if it is
closely held, i.e., that 50% or more of its stock is owned by persons who each
own 5% or more of the value of the outstanding shares of the corporation's
stock.
To the best of our knowledge, after due investigation, we currently
qualify as a publicly traded corporation under the regulations. However,
because some members of the Arison family and various trusts established for
their benefit beneficially own approximately 36% of our common stock, or
approximately 29% of the total voting power of Carnival Corporation & plc,
there is the potential that another shareholder could acquire 5% or more of our
common stock which could jeopardize our qualification as a publicly traded
corporation. If we in the future were to fail to qualify as a publicly traded
corporation, we would be subject to U.S. income tax on income associated with
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our cruise operations in the U.S. As a precautionary matter, in 2000, we
amended our articles of incorporation to ensure that we continue to qualify as
a publicly traded corporation under the regulations.
Our articles provide that no one person or group of related persons,
other than some members of the Arison family and various trusts established for
their benefit, may own, or be deemed to own by virtue of the attribution
provisions of the Internal Revenue Code, more than 4.9% of our common stock,
whether measured by vote, value or number. In addition, the articles generally
restrict the transfer of any shares of our common stock if such transfer would
cause us to be subject to U.S. shipping income tax. In general, the attribution
rules under the Internal Revenue Code applicable in determining whether a
person is a 5% shareholder under the regulations attribute stock:
o among specified members of the same family,
o to shareholders owning 50% or more of a corporation form that
corporation,
o among corporations that are members of the same controlled
group,
o among grantors, beneficiaries and fiduciaries of trusts, and
o to partners of a partnership from that partnership.
For purposes of this 4.9% limit, a "transfer" will include any sale,
transfer, gift, assignment, devise or other disposition, whether voluntary or
involuntary, whether of record, constructively or beneficially, and whether by
operation of law or otherwise. The 4.9% limit does not apply to some members of
the Arison family and various trusts established for their benefit. These
shareholders will be permitted to transfer their shares of our common stock
without complying with the limit so long as transfer does not cause us to be
subject to U.S. income tax on shipping operations.
The articles provide that the board of directors may waive the 4.9%
limit or transfer restrictions, in any specific instance, if evidence
satisfactory to our board of directors and our tax counsel is presented that
such ownership will not jeopardize our status as exempt from U.S. income
taxation on gross income from the international operation of a ship or ships,
within the meaning to Section 883 of the Internal Revenue Code. The board of
directors may also terminate the limit and transfer restrictions generally at
any time for any reason.
If a purported transfer or other event, including owning shares of
common stock in excess of the 4.9% limit on the effective date of the proposed
amendment, results in the ownership of common stock by any shareholder in
violation of the 4.9% limit, or causes us to be subject to U.S. income tax on
shipping operations, such shares of common stock in excess of the 4.9% limit,
or which would cause us to be subject to U.S. shipping income tax will
automatically be designated as "excess shares" to the extent necessary to
ensure that the purported transfer or other event does not result in ownership
of common stock in violation of the 4.9% limit or causes us to become subject
to U.S. income tax on shipping operations, and any proposed transfer that would
result in such an event would be void. Any purported transferee or other
purported holder of excess shares will be required to give us written notice of
a purported transfer or other event that would result in excess shares. The
purported transferee or holders of such excess shares shall have no rights in
such excess shares, other than a right to the payments described below.
Excess shares will not be treasury stock but rather will continue to
be issued and outstanding shares of our common stock. While outstanding, excess
shares will be transferred to a trust. The trustee of such trust will be
appointed by us and will be independent of us and the purported holder of the
excess shares. The beneficiary of such trust will be one or more charitable
organizations selected by the trustee. The trustee will be entitled to vote the
excess shares on behalf of the beneficiary. If, after purported transfer or
other event resulting in excess shares and prior to the discovery by us of such
transfer or other event, dividends or distributions are paid with respect to
such excess shares, such dividends or distributions will be repaid to the
trustee upon demand for payment to the charitable beneficiary. All dividends
received or other income declared by the trust will be paid to the charitable
beneficiary. Upon our liquidation, dissolution or winding up, the purported
transferee or other purported holder will receive a payment that reflects a
price per share for such excess shares generally equal to the lesser of
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o in the case of excess shares resulting from a purported
transfer, the price per share paid in the transaction that
created such excess shares, or, in the case of certain other
events, the market price per share for the excess shares on the
date of such event, or
o in the case of excess shares resulting from an event other than
a purported transfer, the market price for the excess shares
resulting from an event other than a purported transfer, the
market price for the excess shares on the date of such event.
At the direction of the board of the directors, the trustee will
transfer the excess shares held in trust to a person or persons, including us,
whose ownership of such excess shares will not violate the 4.9% limit or
otherwise cause us to become subject to U.S. shipping income tax within 180
days after the later of the transfer or other event that resulted in such
excess shares or we become aware of such transfer or event. If such a transfer
is made, the interest of the charitable beneficiary will terminate, the
designation of such shares as excess shares will cease and the purported holder
of the excess shares will receive the payment described below. The purported
transferee or holder of the excess shares will receive a payment that reflects
a price per share for such excess shares equal to the lesser of
o the price per share received by the trustee, and
o the price per share such purported transferee or holder paid in
the purported transfer that resulted in the excess shares, or,
if the purported transferee or holder did not give value for
such excess shares, through a gift, devise or other event, a
price per share equal to the market price on the date of the
purported transfer or other event that resulted in the excess
shares.
A purported transferee or holder of the excess shares will not be permitted to
receive an amount that reflects any appreciation in the excess shares during
the period that such excess shares were outstanding. Any amount received in
excess of the amount permitted to be received by the purported transferee or
holder of the excess shares must be turned over to the charitable beneficiary
of the trust.
If the foregoing restrictions are determined to be void or invalid by
virtue of any legal decision, statute, rule or regulation, then the intended
transferee or holder of any excess shares may be deemed, at our option, to have
acted as an agent on our behalf in acquiring or holding such excess shares and
to hold such excess shares on our behalf.
We will have the right to purchase any excess shares held by the trust
for a period of 90 days from the later of
o the date the transfer or other event resulting in excess shares
has occurred, and
o the date the board of directors determines in good faith that a
transfer or other event resulting in excess shares has
occurred.
The price per excess share to be paid by us will be equal to the lesser of
o the price per share paid in the transaction that created such
excess shares, or, in the case of certain other events, the
market price per share for the excess shares on the date of
such event, or
o the lowest market price for the excess shares at any time after
their designation as excess shares and prior to the date we
accept such offer.
These provisions in our articles could have the effect of delaying,
deferring or preventing a change in our control or other transaction in which
our shareholders might receive a premium for their shares of common stock over
the then-prevailing market price or which such holders might believe to be
otherwise in their best interest. To the extent that the proposed regulations
are amended or finalized in a manner which, in the opinion of our board of
directors, does not require these provisions in our articles to ensure that we
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will maintain our income tax exemption for our shipping income, our board of
directors may determine, in its sole discretion, to terminate the 4.9% limit
and the transfer restrictions of these provisions.
While both the mandatory offer protection and 4.9% protection remain
in place, no third party other than the Arison family and certain trusts for
their benefit will be able to acquire control of Carnival Corporation & plc.
PREFERRED STOCK
Our board of directors may issue, without further authorization from
our shareholders, up to 40,000,000 shares of preferred stock in one or more
series. Our board of directors may determine, at the time of creating each
series, the distinctive designation of and the number of shares in, the series,
its dividend rate, the number of votes, if any, allocated to each share of the
series, the price and terms on which the shares may be redeemed, the terms of
any applicable sinking fund, the amount payable upon liquidation, dissolution
or winding up, the conversion rights, if any, and any other rights, preferences
and priorities of the shares as our board of directors may be permitted to fix
under the laws of the Republic of Panama in effect at the time the series is
created. The preferred stock will be, when issued, fully paid and
nonassessable.
The issuance of preferred stock could adversely affect the voting
power of holders of common stock and could delay, defer or prevent a change in
control. The rights of holders of any preferred stock offered may be adversely
affected by the rights of holders of any shares of preferred stock that may be
issued in the future.
To the extent applicable, the transfer agent, registrar, dividend
disbursing agent and redemption agent for shares of each series of preferred
stock will be named in the prospectus supplement relating to that series.
RANK
The shares of preferred stock of any series have the rank set forth in
the relevant articles supplementary and described in the prospectus supplement
relating to the relevant series.
DIVIDENDS
The articles supplementary setting forth the terms of a series of
preferred stock may provide that holders of that series are entitled to receive
dividends, when, as and if authorized by our board of directors out of funds
legally available for dividends. The rates and dates of payment of dividends
and any other terms applicable to the dividends will be set forth in the
relevant articles supplementary and described in the prospectus supplement
relating to the relevant series.
Dividends will be payable to holders of record of preferred stock as
they appear on our books on the record dates fixed by the board of directors.
Dividends on any series of preferred stock may be cumulative or noncumulative
and payable in cash or in kind.
CONVERSION AND EXCHANGE
The articles supplementary setting forth the terms of a series of
preferred stock may provide for and the prospectus supplement for the relevant
series of preferred stock may describe the terms, if any, on which shares of
that series are convertible into or exchangeable for shares of our common stock
or common stock of a third party.
REDEMPTION
If so specified in the articles supplementary setting forth the terms
of a series of preferred stock, which will be described in the applicable
prospectus supplement, a series of preferred stock may be redeemable at our or
the holder's option and/or may be mandatorily redeemed partially or in whole.
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LIQUIDATION PREFERENCE
Upon any voluntary or involuntary liquidation, dissolution or winding
up of us, holders of each series of preferred stock may be entitled to receive
distributions upon liquidation. Those distributions will be made before any
distribution is made on any securities ranking junior relating to liquidation.
The terms and conditions of those distributions will be set forth in the
applicable articles supplementary and described in the relevant prospectus
supplement.
VOTING RIGHTS
The holders of shares of preferred stock will have the voting rights
provided by the applicable articles supplementary and required by applicable
law. These voting rights will be described in the applicable prospectus
supplement.
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DESCRIPTION OF TRUST SHARES
GENERALLY
On April 17, 2003, we completed the DLC transaction with Carnival plc.
As part of the DLC transaction, Carnival plc issued a special voting share to
us, and we 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 us. The trust shares represent a beneficial
interest in the Carnival plc special voting share. Immediately following such
issue, we distributed such trust shares by way of a dividend to our common
stockholders. Under the Pairing Agreement, dated as of April 17, 2003, between
us, 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 our common
stock on a one-for-one basis. In addition, under the Pairing Agreement, when a
share of our 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
us, which will immediately transfer such trust share to the same recipient,
whereupon such trust share will be paired with the share of our common stock.
Since completion of the DLC transaction, shares of our common stock
have traded together with the paired trust shares on the NYSE under the ticker
symbol "CCL." The paired trust shares entitle our shareholders to receive any
distributions made by the P&O Princess Special Voting Trust. As the sole
purpose of the P&O Princess Special Voting Trust relates to the holding of the
Carnival plc special voting share, it is not expected to make any
distributions.
The Carnival plc special voting share will be voted based upon the
outcome of voting at the relevant parallel meeting of our shareholders, based
on the number of votes cast by our shareholders voting their shares of our
common stock. See "Description of Carnival Corporation Capital Stock--Special
Voting Share."
PAIRING AGREEMENT
Under the Pairing Agreement, which was entered into by us, the trustee
of the P&O Princess Special Voting Trust and a transfer agent at the closing of
the DLC transaction:
o trust shares and shares of our common stock are not
transferable unless the transferee acquires the same number of
trust shares and our shares;
o we and the transfer agent will not agree to any transfer of
shares of our common stock unless the transferee agrees to
acquire the corresponding trust shares;
o trust shares and shares of our common stock are not represented
by separate certificates, but by one certificate of our common
stock, which represents an equal number of shares of our common
stock and trust shares;
o upon each issuance of additional shares of our common stock,
including pursuant to the exercise of any existing option or
convertible security, the trustee of the P&O Princess Special
Voting Trust will issue an equal number of additional trust
shares;
o if we declare or pay any distribution consisting in whole or in
part of shares of our common stock, or subdivide or combine
shares of our common stock, then the trustee of the P&O
Princess Special Voting Trust will effect corresponding
adjustments to maintain the pairing relationship of one share
of our common stock to each trust share;
o if we otherwise reclassify the shares of our common stock, then
the trustee of the P&O Princess Special Voting Trust will
effect such transactions as are necessary to maintain the
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pairing relationship of the securities into which one share of
our common stock was so reclassified to each trust share; and
o if we cancel or retire any shares of our common stock, the
trustee of the P&O Princess Special Voting Trust will cancel or
retire the corresponding trust shares.
VOTING TRUST DEED
The voting trust deed of the P&O Princess Special Voting Trust governs
the administration of the P&O Princess Special Voting Trust. The trust property
consists of the Carnival plc special voting share, all payments or collections
in respect of the Carnival plc special voting share and all other property from
time to time deposited in the trust. The SVE Special Voting Deed provides that
at every meeting of Carnival plc shareholders at which a resolution relating to
a joint electorate action or a class rights action is to be considered, the
trustee of the P&O Princess Special Voting Trust will be present by corporate
representative or by proxy. The trustee has no discretion as to how the
Carnival plc special voting share is to be voted at any Carnival plc
shareholders meeting. The trustee will vote the Carnival plc special voting
share at any Carnival plc shareholders meeting in accordance with the
requirements of:
o the Carnival plc articles,
o the special voting deed entered into on April 17, 2003 by us,
Carnival plc, DLC SVC Limited, as holder of the Carnival
Corporation special voting share, the trustee of the P&O
Princess Special Voting Trust, as holder of the Carnival plc
special voting share and The Law Debenture Trust Corporation
p.l.c., as the legal and beneficial owner of DLC SVC Limited,
and
o the DLC equalization principles, in effect, to reflect the
outcome of votes at parallel meetings of our shareholders for
purposes of joint electorate actions and class rights actions.
The P&O Princess Special Voting Trust has a single class of trust
shares of beneficial interest. Each trust share represents an equal, absolute,
identical, undivided interest in the trust property. The trustee of the P&O
Princess Special Voting Trust is authorized to issue an unlimited number of
trust shares.
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PLAN OF DISTRIBUTION
We or the selling securityholders may sell the offered securities (a)
through agents; (b) through underwriters or dealers; (c) directly to one or
more purchasers; or (d) through a combination of any of these methods of sale.
Any selling securityholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale of the securities
covered by this prospectus. We will identify the specific plan of distribution,
including any underwriters, dealers, agents or direct purchasers and their
compensation in a prospectus supplement.
Sales of shares of common stock and other securities also may be
effected from time to time in one or more types of transactions (which may
include block transactions, special offerings, exchange distributions,
secondary distributions or purchases by a broker or dealer) on the New York
Stock Exchange or any other national securities exchange or automated trading
and quotation system on which the common stock or other securities are listed,
in the over-the-counter market, in hedging or derivatives transactions,
negotiated transactions, through options transactions relating to the shares
(whether these options are listed on an options exchange or otherwise), through
the settlement of short sales or a combination of such methods of sale, at
market prices prevailing at the time of sale, at negotiated prices or at fixed
prices. The securities may also be exchanged for satisfaction of the selling
securityholders' obligations or other liabilities to their creditors. Such
transactions may or may not involve brokers or dealers. Any shares of common
stock offered under this prospectus will be listed on the New York Stock
Exchange (or such other stock exchange or automated quotation system on which
the common stock is listed), subject to official notice of issuance.
The selling securityholders might not sell any securities under this
prospectus. In addition, any securities covered by this prospectus that qualify
for sale pursuant to Rule 144 of the Securities Act may be sold under Rule 144
rather than pursuant to this prospectus.
The registration statement of which this prospectus is a part was
requested by certain trusts for the benefit of members of the Arison family,
including our Chairman and Chief Executive Officer Micky Arison. These
shareholders requested the registration statement for financial, estate and tax
planning purposes and have no current intent to sell any of their shares of
common stock except for sales under Rule 144. Under the registration rights
agreement, we are required to bear certain expenses related to this
registration statement.
44
LEGAL MATTERS
Paul, Weiss, Rifkind, Wharton & Garrison LLP has passed upon the
validity of the Debt Securities and Warrants offered by this prospectus for us.
Dickinson Cruickshank has passed upon the validity of the guarantees offered by
this prospectus by Carnival plc. The validity of the shares of our common stock
and our preferred stock offered by this prospectus and certain other matters
with respect to Panamanian law have been passed upon for Carnival Corporation
by Tapia Linares y Alfaro. The validity of the trust shares of beneficial
interest in the P&O Princess Special Voting Trust and certain other matters
with respect to Cayman Islands law have been passed upon by Maples and Calder.
The validity of the Carnival plc special voting share and certain other matters
with respect to the laws of England and Wales have been passed upon for
Carnival plc by Freshfields Bruckhaus Deringer.
James M. Dubin and John J. O'Neil, partners of Paul, Weiss, Rifkind,
Wharton & Garrison LLP, had shared or sole rights to vote or dispose of over
approximately 18% of Carnival Corporation's outstanding common stock as of
February 28, 2006 by virtue of their control of certain trusts for the benefit
of certain Arison family members. This represents approximately 14% of the
total voting power of Carnival Corporation & plc. Mr. Dubin also beneficially
owns 1,000 shares of common stock which he holds directly.
Paul, Weiss, Rifkind, Wharton & Garrison LLP also serves as counsel to
Micky Arison, who is the chairman and chief executive officer of us and
Carnival plc, and other Arison family members and trusts.
EXPERTS
The consolidated financial statements and management's assessment of
the effectiveness of internal control over financial reporting (which is
included in Management's Report on Internal Control over Financial Reporting)
incorporated in this prospectus by reference to the joint Annual Report on Form
10-K of Carnival Corporation & plc for the year ended November 30, 2005, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
an independent registered certified public accounting firm, given on the
authority of said firm as experts in accounting and auditing.
45
===============================================================================
[GRAPHIC OMITTED]
[LOGO - CARNIVAL CORPORATON]
CARNIVAL CORPORATION
COMMON STOCK
PREFERRED STOCK
DEBT SECURITIES
WARRANTS
GUARANTEE
PROSPECTUS
MARCH 9, 2006
===============================================================================
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable in
connection with the issuance and distribution of the securities being registered
hereby, other than underwriting discounts and commissions (which will be
described in the applicable prospectus supplement). All the amounts shown are
estimates. All of such expenses (other than the SEC registration fees for
securities of certain selling securityholders) are being borne by Carnival
Corporation & plc.
SEC Registration Fee........................................ $ 0*
Accounting Fees and Expenses................................ $ 10,000
Legal Fees and Expenses..................................... $ 75,000
Printing and Engraving Expenses............................. $ 60,000
Miscellaneous Fees and Expenses............................. $ 17,000
-------------
Total................................................. $ 162,000
=============
--------------
* Deferred in accordance with Rule 456(b) and Rule 457(r).
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:
o purchase and maintain liability insurance for officers and
directors; and
o indemnify an officer and director 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.
II-1
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 AND FINANCIAL STATEMENT SCHEDULES.
1.1** Form of Underwriting Agreement (incorporated by reference to Exhibit
1 to the Carnival Corporation's Registration Statement on Form S-3
(File No. 333-43629) filed with the SEC on December 24, 1997)
3.1** Third Amended and Restated Articles of Incorporation of Carnival
Corporation (incorporated by reference to Exhibit 3.1 to the joint
Current Report on Form 8-K of Carnival Corporation and Carnival plc,
filed on April 17, 2003)
3.2** Amended and Restated By-laws of Carnival Corporation (incorporated
by reference to Exhibit 3.2 to the joint Current Report on Form 8-K
of Carnival Corporation and Carnival plc, filed on April 17, 2003)
3.3** Articles of Association of Carnival plc (incorporated by reference
to Exhibit 3.3 to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003)
3.4** Memorandum of Association of Carnival plc (incorporated by reference
to Exhibit 3.4 to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003)
4.1** 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 POPCIL, filed with the SEC on
June 19, 2003)
4.2** Senior Indenture, dated April 25, 2001, between the Company and the
Senior Trustee relating to the Senior Debt Securities (incorporated
by reference to Exhibit 4.5 to Carnival Corporation's Registration
Statement on Form S-3 (File No. 333-62950))
4.3** Form of Subordinated Indenture between the Company and Subordinated
Trustee relating to the Subordinated Debt Securities (incorporated
by reference to Exhibit 4.2 to Carnival Corporation's Registration
Statement on Form S-3 (File No. 333-43269))
4.4** Form of Senior Debt Security (included in Exhibit 4.2)
4.5** Form of Subordinated Debt Security (included in Exhibit 4.3)
4.6* Form of Warrant Agreement
4.7** 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 Exhibit 4.1 to the joint Current Report on Form 8-K of
Carnival Corporation and Carnival plc, filed on April 17, 2003)
4.8** 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 Exhibit 4.2 to the
joint Current Report on Form 8-K of Carnival Corporation and
Carnival plc, filed on April 17, 2003)
4.9** Carnival plc Deed of Guarantee between Carnival Corporation and
Carnival plc, dated as of April 17, 2003 (incorporated by reference
to Exhibit 4.10 to the joint Registration Statement on Form S-3/F-3
of Carnival Corporation, Carnival plc and POPCIL, filed with the SEC
on June 19, 2003)
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
II-2
5.2 Opinion of Tapia Linares y Alfaro
5.3 Opinion of Freshfields Bruckhaus Deringer
5.4 Opinion of Maples and Calder
5.5 Opinion of Dickinson Cruickshank
12.1** Ratio of Earnings to Fixed Charges of Carnival Corporation &
Carnival plc (incorporated by reference to Exhibit 12 to Carnival
Corporation and Carnival plc's joint Annual Report Form 10-K filed
on February 9, 2006)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
Exhibit 5.1)
23.3 Consent of Tapia Linares y Alfaro (included in Exhibit 5.2)
23.4 Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5.3)
23.5 Consent of Maples and Calder (included in Exhibit 5.4)
23.6 Consent of Dickinson Cruickshank (included in Exhibit 5.5)
24.1 Powers of Attorney (included on signature pages)
25.1** Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of the Senior Trustee to act as Trustee under the Senior
Indenture (incorporated by reference to Exhibit 25.1 to Carnival
Corporation's Registration Statement on Form S-3 (File No.
333-62950) filed with the SEC on June 13, 2001)
25.2* Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of the Subordinated Trustee to act as Trustee under the
Subordinated Indenture
--------------
* To be incorporated by reference in connection with an offering of such
securities.
** Filed previously.
II-3
ITEM 17. UNDERTAKINGS
(a) The Registrants hereby undertake:
(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 a
prospectus filed with the SEC 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; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (i), (ii) and (iii) of this Section do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by the Registrants pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement, or is contained in a form of prospectus filed pursuant to Rule
424(b) that is part of 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;
(4) That, for purposes of determining any liability under the
Securities Act of 1933 to any purchaser
(A) Each prospectus filed by the Registrant pursuant to Rule
424(b)(3) shall be deemed to be part of the registration statement as of the
date of the filed prospectus was deemed part of an included in the registration
statement; and
(B) Each prospectus required to be filed pursuant to Rule
424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required by Section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which the prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial BONA FIDE offering thereof. PROVIDED,
HOWEVER, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
II-4
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; and
(5) That, for the purpose of determining liability of each of the
Registrants under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, the undersigned Registrants undertake that in a
primary offering of securities of the undersigned Registrants pursuant to this
registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, each of the
undersigned Registrants will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrants relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrants or used or
referred to by the undersigned Registrants;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about the
undersigned Registrants or securities provided by or on behalf of an
undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrants to the purchaser.
(6) The undersigned registrants hereby undertake to file an
application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the SEC under Section
305(b)(2) of the Trust Indenture Act.
(b) Each of the undersigned Registrant hereby undertake that, for
purposes of determining any liability under the Securities Act, each filing of
Registrants' 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 therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrants pursuant to the foregoing provisions, or otherwise,
the Registrants have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrants of expenses
incurred or paid by a director, officer, or controlling person of the
Registrants in the successful defense of any action, suit or proceeding) is
asserted by such director, officer, or controlling person in connection with
the securities being registered, the Registrants will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.
II-5
SIGNATURES OF CARNIVAL CORPORATION AND CARNIVAL PLC
Pursuant to the requirements of the Securities Act of 1933, each of
the Registrants certify 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 the 9th day of
March, 2006.
CARNIVAL CORPORATION CARNIVAL PLC
By: /s/ Micky Arison By: /s/ Micky Arison
--------------------------------- --------------------------------
Name: Micky Arison Name: Micky Arison
Title: Chairman of the Board Title: Chairman of the Board
of Directors and Chief of Directors and Chief
Executive Officer Executive Officer
POWER OF ATTORNEY
Each of the undersigned directors and officers of Carnival Corporation
and 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 SEC, 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 on March 9, 2006 by the following
persons in the capacities indicated.
CARNIVAL CORPORATION CARNIVAL PLC
------------------------------------------------------ -------------------------------------------------
SIGNATURES TITLE SIGNATURES TITLE
------------------------------------------------------ -------------------------------------------------
/s/ Micky Arison Chairman of the Board /s/ Micky Arison Chairman of the Board
--------------------------- of Directors and ----------------------- of Directors and
Micky Arison Chief Executive Micky Arison Chief Executive
Officer (Principal Officer (Principal
Executive Officer) Executive Officer)
/s/ Howard S. Frank Vice Chairman of the /s/ Howard S. Frank Vice Chairman of the
--------------------------- Board of Directors ----------------------- Board of Directors
Howard S. Frank and Chief Operating Howard S. Frank and Chief Operating
Officer Officer
/s/ Gerald R. Cahill Senior Vice /s/ Gerald R. Cahill Senior Vice
--------------------------- President--Finance and ----------------------- President--Finance and
Gerald R. Cahill Chief Financial and Gerald R. Cahill Chief Financial and
Accounting Officer Accounting Officer
(Principal Financial (Principal Financial
Officer and Principal Officer and Principal
Accounting Officer) Accounting Officer)
II-6
CARNIVAL CORPORATION CARNIVAL PLC
------------------------------------------------------ -------------------------------------------------
SIGNATURES TITLE SIGNATURES TITLE
------------------------------------------------------ -------------------------------------------------
/s/ Richard G. Capen, Jr. Director /s/ Richard G. Capen, Jr. Director
--------------------------- --------------------------
Richard G. Capen, Jr. Richard G. Capen, Jr.
/s/ Robert H. Dickinson Director /s/ Robert H. Dickinson Director
--------------------------- --------------------------
Robert H. Dickinson Robert H. Dickinson
/s/ Arnold W. Donald Director /s/ Arnold W. Donald Director
--------------------------- --------------------------
Arnold W. Donald Arnold W. Donald
/s/ Pier Luigi Foschi Director /s/ Pier Luigi Foschi Director
--------------------------- --------------------------
Pier Luigi Foschi Pier Luigi Foschi
/s/ Baroness Hogg Director /s/ Baroness Hogg Director
--------------------------- --------------------------
Baroness Hogg Baroness Hogg
/s/ A. Kirk Lanterman Director /s/ A. Kirk Lanterman Director
--------------------------- --------------------------
A. Kirk Lanterman A. Kirk Lanterman
/s/ Modesto A. Maidique Director /s/ Modesto A. Maidique Director
--------------------------- --------------------------
Modesto A. Maidique Modesto A. Maidique
/s/ Sir John Parker Director /s/ Sir John Parker Director
--------------------------- --------------------------
Sir John Parker Sir John Parker
/s/ Peter G. Ratcliffe Director /s/ Peter G. Raticliff Director
--------------------------- --------------------------
Peter G. Ratcliffe Peter G. Ratcliffe
/s/ Stuart Subotnick Director /s/ Stuart Subotnick Director
--------------------------- --------------------------
Stuart Subotnick Stuart Subotnick
/s/ Uzi Zucker Director /s/ Uzi Zucker Director
--------------------------- --------------------------
Uzi Zucker Uzi Zucker
II-7
EXHIBIT INDEX
1.1** Form of Underwriting Agreement (incorporated by reference to Exhibit
1 to the Carnival Corporation's Registration Statement on Form S-3
(File No. 333-43629) filed with the SEC on December 24, 1997)
3.1** Third Amended and Restated Articles of Incorporation of Carnival
Corporation (incorporated by reference to Exhibit 3.1 to the joint
Current Report on Form 8-K of Carnival Corporation and Carnival plc,
filed on April 17, 2003)
3.2** Amended and Restated By-laws of Carnival Corporation (incorporated
by reference to Exhibit 3.2 to the joint Current Report on Form 8-K
of Carnival Corporation and Carnival plc, filed on April 17, 2003)
3.3** Articles of Association of Carnival plc (incorporated by reference
to Exhibit 3.3 to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003)
3.4** Memorandum of Association of Carnival plc (incorporated by reference
to Exhibit 3.4 to the joint Current Report on Form 8-K of Carnival
Corporation and Carnival plc, filed on April 17, 2003)
4.1** 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 POPCIL, filed with the SEC on
June 19, 2003)
4.2** Senior Indenture, dated April 25, 2001, between the Company and the
Senior Trustee relating to the Senior Debt Securities (incorporated
by reference to Exhibit 4.5 to Carnival Corporation's Registration
Statement on Form S-3 (File No. 333-62950))
4.3** Form of Subordinated Indenture between the Company and Subordinated
Trustee relating to the Subordinated Debt Securities (incorporated
by reference to Exhibit 4.2 to Carnival Corporation's Registration
Statement on Form S-3 (File No. 333-43269))
4.4** Form of Senior Debt Security (included in Exhibit 4.2)
4.5** Form of Subordinated Debt Security (included in Exhibit 4.3)
4.6* Form of Warrant Agreement
4.7** 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 Exhibit 4.1 to the joint Current Report on Form 8-K of
Carnival Corporation and Carnival plc, filed on April 17, 2003)
4.8** 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 Exhibit 4.2 to the
joint Current Report on Form 8-K of Carnival Corporation and
Carnival plc, filed on April 17, 2003)
4.9** Carnival plc Deed of Guarantee between Carnival Corporation and
Carnival plc, dated as of April 17, 2003 (incorporated by reference
to Exhibit 4.10 to the joint Registration Statement on Form S-3/F-3
of Carnival Corporation, Carnival plc and POPCIL, filed with the SEC
on June 19, 2003)
5.1 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP
5.2 Opinion of Tapia Linares y Alfaro
II-8
5.3 Opinion of Freshfields Bruckhaus Deringer
5.4 Opinion of Maples and Calder
5.5 Opinion of Dickinson Cruickshank
12.1** Ratio of Earnings to Fixed Charges of Carnival Corporation &
Carnival plc (incorporated by reference to Exhibit 12 to Carnival
Corporation and Carnival plc's joint Annual Report Form 10-K filed
on February 9, 2006)
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in
Exhibit 5.1)
23.3 Consent of Tapia Linares y Alfaro (included in Exhibit 5.2)
23.4 Consent of Freshfields Bruckhaus Deringer (included in Exhibit 5.3)
23.5 Consent of Maples and Calder (included in Exhibit 5.4)
23.6 Consent of Dickinson Cruickshank (included in Exhibit 5.5)
24.1 Powers of Attorney (included on signature pages)
25.1** Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of the Senior Trustee to act as Trustee under the Senior
Indenture (incorporated by reference to Exhibit 25.1 to Carnival
Corporation's Registration Statement on Form S-3 (File No.
333-62950) filed with the SEC on June 13, 2001)
25.2* Statement of Eligibility under the Trust Indenture Act of 1939 on
Form T-1 of the Subordinated Trustee to act as Trustee under the
Subordinated Indenture
--------------
* To be incorporated by reference in connection with an offering of such
securities.
** Filed previously.
II-9