SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 30, 2003
CARNIVAL CORPORATION CARNIVAL PLC
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(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
REPUBLIC OF PANAMA ENGLAND AND WALES
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(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
I-9610 I-15136
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(Commission File Number) (Commission File Number)
59-1562976 NONE
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(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
3655 N.W. 87TH AVENUE, 3655 N.W. 87TH AVENUE,
MIAMI, FLORIDA 33178-2428 MIAMI, FLORIDA 33178-2428
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(Address of principal executive (Address of principal executive
offices) offices)
(305) 599-2600 (305) 599-2600
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(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On April 30, 2003, Carnival Corporation issued a press release
relating to the closing of its private placement of its convertible senior
debentures due 2033, which resulted in $500 million in gross proceeds to
Carnival Corporation. The press release relating to the closing of the
transaction is attached as Exhibit 99.1 to this report and is incorporated in
this item by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release of Carnival Corporation dated April 30, 2003
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Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrants have duly caused this report to be signed on their behalf
by the undersigned hereunto duly authorized.
Date: April 30, 2003 CARNIVAL CORPORATION
By: /s/ Arnaldo Perez
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Name: Arnaldo Perez
Title: Senior Vice President,
General Counsel and
Secretary
Date: April 30, 2003 CARNIVAL PLC
By: /s/ Gerald R. Cahill
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Name: Gerald R. Cahill
Title: Senior Vice President
Finance and Chief
Financial Officer
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Exhibit List
EXHIBIT DESCRIPTION
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99.1 Press Release of Carnival Corporation dated April 30, 2003.
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EXHIBIT 99.1
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CONTACT: TIM GALLAGHER FOR IMMEDIATE RELEASE
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CARNIVAL CORPORATION CLOSES
CONVERTIBLE SENIOR DEBENTURE OFFERING
MIAMI (04/30/03) - Carnival Corporation (NYSE:CCL) today announced the
completion of the previously announced private placement of its convertible
senior debentures due 2033, which resulted in gross proceeds to the company of
$500 million.
In connection with the offering, the initial purchaser has not yet exercised its
over-allotment option to purchase additional convertible senior debentures due
2033, which would, if exercised in full, result in additional gross proceeds to
the company of $75 million.
The debentures and the Carnival plc (LSE: CCL, NYSE: CUK) (formerly P&O Princess
Cruises plc) guarantee provided therewith were issued in an offering exempt from
registration under the Securities Act of 1933. Net proceeds from the offering
will be used for general corporate purposes, including financing Carnival
Corporation's shipbuilding program and other capital commitments.
None of the convertible senior debentures, the Carnival plc guarantee or the
shares of common stock issuable upon conversion of the debentures have been
registered under the Securities Act, and such securities may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
This communication is directed only at persons outside the United Kingdom and
may not be acted upon by persons in the United Kingdom.
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NOTE: Cautionary note concerning factors that may affect future results
Certain statements in this announcement are "forward-looking statements" within
the meaning of the U.S. Private Securities Litigation Reform Act of 1995.
Carnival Corporation & plc have tried, wherever possible, to identify such
statements by using words such as "will," "may," "anticipate," "estimates,"
"assume," "believe," "expect," "forecast," "future," "intend," "plans" and words
and terms of similar substance in connection with any discussion of future
operating or financial performance. Because forward-looking statements,
including those which may impact the forecasting of Carnival Corporation's &
plc's net revenue yields, booking levels, pricing, occupancy, operating,
financing and tax costs, estimates of ship depreciable lives and residual
values, or business prospects, involve risks and uncertainties, there are many
factors that could cause Carnival Corporation's & plc's actual results,
performance or achievements to differ materially from those expressed or implied
by such forward-looking statements.
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Such factors include, among others, the following: general economic and business
conditions, which may impact levels of disposable income of consumers and the
net revenue yields for Carnival Corporation's & plc's cruise brands; conditions
in the cruise and land-based vacation industries, including vacation industry
competition and increases in capacity offered by cruise ship and land-based
vacation alternatives; effects on consumer demand of the international political
and economic climate, and armed conflict, terrorist attacks, adverse publicity
and the availability of air service; continued availability of attractive port
destinations; changes in environmental, health, safety, security and other
regulatory regimes under which Carnival operates; Carnival Corporation's & plc's
ability to obtain financing on terms that are favorable or consistent with their
expectations; Carnival Corporation's & plc's financial and contractual
counterparties' ability to perform; Carnival Corporation's & plc's ability to
implement their shipbuilding programs and brand strategies and to continue to
expand their businesses worldwide; Carnival Corporation's & plc's ability to
attract and retain shipboard crew and maintain good relations with employee
unions; the impact of changes in operating and financing costs, including
changes in foreign currency and interest rates and increases in food, fuel,
insurance and security costs; weather patterns and natural disasters; accidents
and other incidents at sea affecting the health, safety, security and vacation
satisfaction of passengers; Carnival Corporation's & plc's ability to
successfully implement cost improvement plans and to integrate business
acquisitions; the continuing financial viability of Carnival Corporation's &
plc's travel agent distribution system; and the ability of a small group of
shareholders effectively to control the outcome of shareholder voting.
Forward-looking statements should not be relied upon as a prediction of actual
results. Subject to any continuing obligations under applicable laws, Carnival
Corporation & plc expressly disclaim any obligation to disseminate any updates
or revisions to any such forward-looking statements to reflect any change in
expectations or events, conditions or circumstances on which any such statements
are based. For investor relations, please contact Beth Roberts, Tel:
1-305-599-2600, ext. 19066, and for media inquiries, please contact Tim
Gallagher, Tel: 1-305-599- 2600, ext. 16000, Carnival Corporation, Carnival
Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428.