As filed with the Securities and Exchange Commission on March 21, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
Republic of Panama 59-1562976
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Alan R. Twaits, Esq.
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:
James M. Dubin, Esq. Robert S. Risoleo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison Sullivan & Cromwell
1285 Avenue of the Americas 125 Broad Street
New York, New York 10019-6064 New York, New York 10004
(212) 373-3000 (212) 558-4000
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
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, other than in connection with dividend or interest reinvestment
plans, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===============================================================================
Title of Each Amount to be Proposed Maximum Proposed Maximum Amount of
Class Registered Offering Price Aggregate Registration
of Securities Per Unit (2) Offering Price (2) Fee
to be
Registered
- -------------- ------------ ---------------- ----------------- -----------
Class A Common
Stock, $.01
par value 15,870,000(1) $23.125 $366,993,750 $126,550
===============================================================================
(1) Includes 2,070,000 shares of Class A Common Stock which may be purchased by
the U.S. and International Underwriters to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the average high ($23.25) and low ($23)
sales prices of the Registrant's Class A Common Stock on the New York Stock
Exchange on March 17, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
EXPLANATORY NOTE
The prospectus relating to the Class A Common Stock being registered
hereby to be used in connection with a United States offering (the "U.S.
Prospectus") is set forth following this page. The prospectus to be used in a
concurrent international offering (the "International Prospectus") will consist
of alternate pages set forth following the U.S. Prospectus and the balance of
the pages included in the U.S. Prospectus for which no alternate is provided.
The U.S. Prospectus and the International Prospectus are identical except
that they contain different front cover and back cover pages and different
descriptions of certain tax consequences to shareholders and the plan of
distribution (contained under the captions "Taxation" and "Underwriting"
in both the U.S. Prospectus and the International Prospectus).
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there
be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED MARCH 21, 1995
13,800,000 Shares
[LOGO] Carnival
Corporation
Class A Common Stock
(par value $.01 per share)
Of the 13,800,000 shares of Class A Common Stock offered,
11,040,000 shares are being offered hereby in the United States and
2,760,000 shares are being offered in a concurrent international
offering outside the United States. The initial public offering
price and the aggregate underwriting discount per share will be
identical for both offerings. See "Underwriting".
All of the 13,800,000 shares of Class A Common Stock offered
are being sold by certain shareholders of the Company. See "Selling
Shareholders". The Company will not receive any of the proceeds
from the sale of the shares being sold by the Selling Shareholders.
The Class A Common Stock is listed on the New York Stock
Exchange under the symbol "CCL". The last reported sale price of
the Class A Common Stock on the New York Stock Exchange on March
20, 1995 was $23.125 per share. See "Price Range of Class A
Common Stock and Dividends".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Initial Public Underwriting Proceeds to Selling
Offering Price Discount(1) Shareholders(2)(3)
Per Share . . . . $ $ $
Total(3) . . . . $ $ $
_________________
(1) The Company and the Selling Shareholders have agreed to
indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.
(2) Before deducting estimated expenses of $ payable by
the Company and $ payable by the Selling Shareholders.
(3) The Company has granted the U.S. Underwriters an option for 30
days to purchase up to an additional 1,656,000 shares at the
initial public offering price per share, less the underwriting
discount, solely to cover over-allotments. Additionally, an
over-allotment option on 414,000 shares has been granted by
the Company as part of the International Offering. If such
options are exercised in full, the total initial public
offering price, underwriting discount and proceeds to Company
will be $ , $ and $ ,
respectively. See "Underwriting".
The shares offered hereby are offered severally by the U.S.
Underwriters, as specified herein, subject to receipt and
acceptance by them and subject to their right to reject any order
in whole or in part. It is expected that certificates for the
shares will be ready for delivery in New York, New York, on or
about , 1995.
Goldman, Sachs & Co.
Bear, Stearns & Co. Inc.
Merrill Lynch & Co.
The date of this Prospectus is , 1995.
<PAGE>
Page 2
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE
CLASS A COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE, IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
AVAILABLE INFORMATION
Carnival Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy materials and other information with the Securities
and Exchange Commission (the "Commission"). Such reports, proxy
materials and other information concerning the Company and the
Registration Statement (as defined below) can be inspected and
copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 or at
its Regional Offices located at Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and 7 World Trade Center, 13th
Floor, New York, New York 10048. Copies can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In
addition, reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York
10005, on which the Company's Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), and 4 1/2 % Convertible
Subordinated Notes Due July 1, 1997 (the "Convertible Notes") are
listed.
The Company has filed with the Commission a registration
statement on Form S-3 (herein, together with all amendments and
exhibits, referred to as the "Registration Statement") under the
Securities Act of 1933, as amended (the "Act"), with respect to the
shares of Class A Common Stock offered hereby (the "Shares"). This
Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which have been omitted in
accordance with the rules and regulations of the Commission. For
further information, reference is hereby made to the Registration
Statement including the exhibits filed as a part thereof and
otherwise incorporated therein. Statements made in this Prospectus
as to the contents of any documents referred to are not necessarily
complete, and in each instance reference is made to such exhibit
for a more complete description and each such statement is
qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year
ended November 30, 1994 filed with the Commission (File No. 1-9610)
pursuant to the Exchange Act, as amended by a Form 10-K/A #1 dated
March 21, 1995, and the description of the Company's Class A Common
Stock contained in its Registration Statement on Form 8-A dated
October 31, 1991 filed with the Commission pursuant to
<PAGE>
Page 3
Section 12(d) of the Exchange Act, including any amendments or
reports filed for the purpose of updating such description, are
incorporated herein by reference.
All other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the
offering of the Shares made hereby shall be deemed incorporated by
reference in this Prospectus and to be a part hereof from the date
of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated herein by reference, or
contained in this Prospectus, shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus has been delivered, upon written or oral request of
such person, a copy (without exhibits other than exhibits
specifically incorporated by reference) of any or all documents
incorporated by reference into this Prospectus. Requests for such
copies should be directed to Investor Relations, Carnival
Corporation, 3655 N.W. 87th Avenue, Miami, Florida 33178-2428;
telephone number (305) 599-2600.
<PAGE>
Page 4
PROSPECTUS SUMMARY
The following is a summary of certain information contained
in this Prospectus. This summary is not intended to be complete
and should be read in conjunction with, and is qualified in its
entirety by, the more detailed information and financial
statements appearing elsewhere in this Prospectus or
incorporated herein by reference. Unless indicated otherwise,
the information contained in this Prospectus assumes the
Underwriters' over-allotment options are not exercised. For all
periods, the information contained in this Prospectus reflects
a two for one stock split on the Company's Common Stock that
was effective on November 30, 1994. Investors should carefully
consider the information set forth in "Certain Considerations"
before making any decision to invest in the Class A Common
Stock.
The Company
Carnival Corporation is the world's largest multiple-night
cruise line based on the number of passengers carried and
revenues generated. The Company offers a broad range of cruise
products, serving the contemporary cruise market through
Carnival Cruise Lines and the Company's European joint venture,
Epirotiki Lines, the premium market through Holland America
Line and the luxury market through Windstar Cruises and the
Company's joint venture, Seabourn Cruise Line. In total, the
Company owns and operates 19 cruise ships with an aggregate
capacity of 23,995 passengers based on two passengers per
cabin. Through its joint ventures, the Company has an interest
in the operation of an additional 10 cruise ships with an
aggregate capacity of 5,608 passengers. The nine Carnival
Cruise Lines ships have an aggregate capacity of 14,756
passengers with itineraries in the Caribbean and Mexican
Riviera. The seven Holland America Line ships have an aggregate
capacity of 8,795 passengers, with itineraries in the Caribbean
and Alaska and through the Panama Canal, as well as other
worldwide itineraries. The three Windstar ships have an
aggregate capacity of 444 passengers with itineraries in the
Caribbean, the South Pacific, the Mediterranean and the Far
East. The two Seabourn ships have an aggregate capacity of 408
passengers with itineraries in the Caribbean, the Baltic, the
Mediterranean and the Far East. The eight Epirotiki ships have
an aggregate capacity of approximately 5,200 passengers with
itineraries in the Mediterranean.
The Company has signed agreements with a Finnish shipyard
providing for the construction of four additional SuperLiners,
each with a capacity of 2,040 passengers, for Carnival Cruise
Lines with delivery expected in June 1995, March 1996, February
1998 and November 1998. The Company also has agreements with an
Italian shipyard for the construction of two cruise ships, each
with a capacity of 2,640 passengers, for Carnival Cruise Lines
with delivery expected in September 1996 and December 1998 and
for the construction of one cruise ship with a capacity of
1,266 passengers and one cruise ship with a capacity of 1,320
passengers for Holland America Line, with delivery expected in
June 1996 and September 1997, respectively.
The Company also operates a tour business, through Holland
America Line-Westours Inc. ("Holland America Westours"), which
markets sightseeing tours both separately and as a part of
Holland America Line cruise/tour packages. Holland America
Westours operates 16 hotels in Alaska and the Canadian Yukon,
four luxury day-boats offering tours to the glaciers of Alaska
and the Yukon River, over 290 motor coaches used for
sightseeing and charters in the states of Washington and Alaska
and in the Canadian Rockies and ten private domed rail cars
which are run on the Alaskan railroad between Anchorage and
Fairbanks.
<PAGE>
Page 5
The Offerings
Class A Common Stock offered by the Selling Shareholders(1):
U.S. Offering 11,040,000 shares
International Offering 2,760,000 shares
Total 13,800,000 shares
Class A Common Stock to
be outstanding after the
offerings (2) 227,657,502 shares of Class A
Common Stock. In addition, 54,957,142
shares of the Company's Class B Common
Stock, par value $.01 per share (the
"Class B Common Stock"), are outstanding.
NYSE Symbol CCL
Use of Proceeds The Company will not receive
any proceeds from the sale of
the Shares being sold by the
Selling Shareholders (as
defined below). The Selling
Shareholders are selling the
Shares for certain estate
planning and other related
purposes.
If the over-allotment options
are exercised in full, the
Company will use the net
proceeds (estimated to be $
) to repay indebtedness under
its revolving credit facility.
See "Use of Proceeds".
Selling Shareholders The selling shareholders are
four foreign trusts established
for the benefit of Micky
Arison, Shari Arison, Marilyn
Arison and others
(collectively, the "Selling
Shareholders").
- -----------------------
(1) The Company has granted the U.S. and International
Underwriters over-allotment options to purchase an
additional 2,070,000 shares of Class A Common Stock.
(2) Based upon 227,657,502 shares of Class A Common
Stock outstanding as of February 28, 1995. Excludes
1,043,000 shares of Class A Common Stock subject to
outstanding options granted under the Company's
stock option plans and 6,618,000 shares that are
reserved for issuance upon conversion of the
Convertible Notes.
<PAGE>
Page 6
<TABLE>
<CAPTION>
Summary Financial Information
(amounts in thousands, except per share data)
Year Ended November 30,
- ------------------------------------------------------------------------------------------------------------------------------
1990 1991 1992(1) 1993 1994
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Operations Data:
Revenues $1,253,756 $1,404,704 $1,473,614 $1,556,919 $1,806,016
Operating income 291,313 315,905 324,896 347,666 443,674
Income from
continuing operations. . . . . . . . . . . . 234,431 253,824 281,773 318,170 381,765
Discontinued
operations(2). . . . . . . . . . . . . . . . (28,229) (168,836) - - -
Net income 206,202 84,988 276,584 318,170 381,765
Earnings per share:
Continuing
operations . . . . . . . . . . . . . . . $.87 $.93 $1.00 $1.13 $1.35
Net income $.77 $.31 $.98 $1.13 $1.35
Dividends declared per
share. . . . . . . . . . . . . . . . . . . . .240 .245 .280 .280 .285
Passenger cruise days 5,565 6,365 6,766 7,003 8,102
Percentage of total
cruise capacity(3) . . . . . . . . . . . . . 106.6% 105.7% 105.3% 105.3% 104.0%
Weighted average
shares . . . . . . . . . . . . . . . . . . . 269,490 273,832 281,686 282,474 282,744
</TABLE>
November 30, 1994
-----------------
Balance Sheet Data:
Cash and cash equivalents and
short-term investments $ 124,220
Total current assets 240,449
Total assets 3,669,823
Customer deposits(4) 257,505
Total current liabilities 564,957
Long-term debt and convertible notes 1,161,904
Total shareholders'equity 1,928,934
(1) In the fiscal year ended November 30, 1992, the Company
took an extraordinary charge of $5.2 million in
connection with the early redemption of its Zero Coupon
Convertible Subordinated Notes due 2005.
(2) In November 1991, the Company adopted a formal plan to
dispose of Carnival's Crystal Palace Resort and Casino
(the "CCP Resort"), which comprised the entire resort
and casino segment of the Company's operations. At that
time, the Company recorded a provision for the loss on
disposal of the CCP Resort of approximately $135
million, representing a write-down of $95 million to
record the property at its estimated net realizable
value and a provision of $40 million for the possible
funding for the CCP Resort which may be required prior
to disposal. The data for the fiscal year ended
November 30, 1990 has been restated to reflect the
discontinuation for the CCP Resort operations for
accounting purposes.
(3) In accordance with cruise industry practice, total
capacity is calculated based on two passengers per cabin
even though some cabins can accommodate three or four
passengers. The percentages in excess of 100% indicate
that more than two passengers occupied some cabins.
(4) Represents customer deposits for cruises and tours which
will be recognized as revenue.
<PAGE>
Page 7
THE COMPANY
Carnival Corporation is the world's largest multiple-night
cruise line based on the number of passengers carried and revenues
generated. The Company offers a broad range of cruise products,
serving the contemporary cruise market through Carnival Cruise
Lines and the Company's European joint venture, Epirotiki Lines,
the premium market through Holland America Line and the luxury
market through Windstar Cruises and the Company's joint venture,
Seabourn Cruise Line. In total, the Company owns and operates 19
cruise ships with an aggregate capacity of 23,995 passengers based
on two passengers per cabin. Through its joint ventures, the
Company has an interest in the operation of an additional 10 cruise
ships with an aggregate capacity of 5,608 passengers. The nine
Carnival Cruise Lines ships have an aggregate capacity of 14,756
passengers with itineraries in the Caribbean and Mexican Riviera.
The seven Holland America Line ships have an aggregate capacity of
8,795 passengers, with itineraries in the Caribbean and Alaska and
through the Panama Canal, as well as other worldwide itineraries.
The three Windstar ships have an aggregate capacity of 444
passengers with itineraries in the Caribbean, the South Pacific,
the Mediterranean and the Far East. The two Seabourn ships have an
aggregate capacity of 408 passengers with itineraries in the
Caribbean, the Baltic, the Mediterranean and the Far East. The
eight Epirotiki ships have an aggregate capacity of approximately
5,200 passengers with itineraries in the Mediterranean.
The Company has signed agreements with a Finnish shipyard
providing for the construction of four additional SuperLiners, each
with a capacity of 2,040 passengers, for Carnival Cruise Lines with
delivery expected in June 1995, March 1996, February 1998 and
November 1998. The Company also has agreements with an Italian
shipyard for the construction of two cruise ships, each with a
capacity of 2,640 passengers, for Carnival Cruise Lines with
delivery expected in September 1996 and December 1998 and for the
construction of one cruise ship with a capacity of 1,266 passengers
and one cruise ship with a capacity of 1,320 passengers for Holland
America Line, with delivery expected in June 1996 and September
1997, respectively.
The Company also operates a tour business, through Holland
America Westours, which markets sightseeing tours both separately
and as a part of Holland America Line cruise/tour packages. Holland
America Westours operates 16 hotels in Alaska and the Canadian
Yukon, four luxury day-boats offering tours to the glaciers of
Alaska and the Yukon River, over 290 motor coaches used for
sightseeing and charters in the states of Washington and Alaska and
in the Canadian Rockies and ten private domed rail cars which are
run on the Alaskan railroad between Anchorage and Fairbanks.
The Company was incorporated under the laws of the Republic of
Panama in November 1974. The Company's executive offices are
located at 3655 N.W. 87th Avenue, Miami, Florida 33178-2428,
telephone number (305) 599-2600. The Company's registered office in
Panama is located at 10 Elvira Mendez Street, Interseco Building,
Panama, Republic of Panama.
CERTAIN CONSIDERATIONS
Taxation of the Company
The Company believes that it is not subject to United States
corporate tax on its income from the international operation of
ships ("Shipping Income"). (Certain of the Company's United States
source income, such as Holland America Line's income from bus,
hotel and tour operations, is not Shipping Income, and thus is
subject to United States tax.) The applicable exemption from United
States corporate
<PAGE>
Page 8
income tax, which is provided by Section 883 of the Internal Revenue
Code of 1986, as amended (the "Code"), is
available under current United States law for as long as the
Company and its subsidiaries that earn Shipping Income
(collectively, the "Shipping Companies") meet both an
"Incorporation Test" and a "CFC Test".
A corporation meets the Incorporation Test if it is organized
under the laws of a foreign country that grants an equivalent
exemption to corporations organized in the United States (an
"equivalent exemption jurisdiction"). The Company believes that all
of the Shipping Companies are organized in equivalent exemption
jurisdictions.
A Shipping Company meets the CFC Test if it is a controlled
foreign corporation ("CFC"), as defined in Section 957(a) of the
Code. A foreign corporation is a CFC if stock representing more
than 50% of such corporation's voting power or equity value is
owned (or considered as owned) by United States persons each of
whom owns (or is considered to own) stock representing 10% or more
of the corporation's voting power.
The Company and the Shipping Companies meet the CFC Test
because stock of the Company representing more than 50% of the
voting power of all the Company's stock is owned by The Micky
Arison 1994 "B" Trust, a United States trust whose primary
beneficiary is Micky Arison (the "B Trust"). If the Company and the
Shipping Companies were to cease to meet the CFC test, and no other
basis for exemption were available, much of their income would
become subject to taxation by the United States at higher than
normal corporate tax rates.
Control by Principal Shareholders
Following the sale of the Shares, Ted Arison, the B Trust,
certain members of the Arison family, trusts for the benefit of
Mr. Ted Arison's children and the Arison Foundation, Inc., a
private foundation established by Ted Arison (collectively, the
"Principal Shareholders"), will beneficially own, in the aggregate,
approximately 59.8% of the outstanding capital stock and will
control, in the aggregate, approximately 77.4% of the voting power
of the Company. For as long as the B Trust holds a majority of the
shares of the Class B Common Stock and the number of outstanding
shares of Class B Common Stock is at least 12 1/2% of the number of
outstanding shares of both Class A and Class B Common Stock, the B
Trust will have the power to elect at least 75% of the directors
and to substantially influence the Company's affairs and policies.
Micky Arison, the Chairman and Chief Executive Officer of the
Company, has the sole right to vote and direct the sale of the
Class B Common Stock held by the B Trust, subject, during Ted
Arison's lifetime, to the consent of the trustee of the B Trust.
The Company has agreed under certain loan agreements to ensure that
Ted Arison or members of his immediate family beneficially own,
directly or indirectly, a number of shares of the Company's capital
stock at least sufficient to elect the majority of the directors.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the
Shares being sold by the Selling Shareholders. The Selling
Shareholders are selling the Shares for certain estate planning and
other related purposes.
Assuming that the over-allotment options are exercised in
full, the net proceeds to the Company from the sale of the Class A
Common Stock (estimated to be $ ) will be used to repay a
portion of the Company's indebtedness under the $750 million
revolving credit facility with a syndicate of banks
<PAGE>
Page 9
led by Citibank, N.A. (the "Revolving Credit Facility"). As of February
28, 1995, the Company had $215 million of outstanding indebtedness
under the Revolving Credit Facility. The net proceeds from the
indebtedness incurred under the Revolving Credit Facility during
the last 12 months were used to finance the acquisition of the
cruise ships Ryndam and Fascination. The Revolving Credit Facility
has a term that expires on June 15, 1999 and amounts borrowed under
the Revolving Credit Facility bear interest, at the Company's
option, at either (i) a floating rate equal to LIBOR plus .20% or
(ii) a negotiated interest rate (based upon either LIBOR or an
absolute rate). On February 28, 1995, the weighted average interest
rate for amounts outstanding under the Revolving Credit Facility
was 6.22%.
PRICE RANGE OF CLASS A COMMON STOCK AND DIVIDENDS
The Company's Class A Common Stock is listed on the New York
Stock Exchange under the symbol "CCL". There is no established
public trading market for the Company's Class B Common Stock.
The following table sets forth for the periods indicated the
high and low intra-day prices for the Class A Common Stock as reported on the
New York Stock Exchange-Composite Transactions and dividends paid.
Class A
Common Stock Prices Dividends
------------------- ---------
High Low
---- ----
1993:
First Quarter. . . . . . . . . . . . . $19.688 $15.688 $.070
Second Quarter . . . . . . . . . . . . 19.563 15.125 .070
Third Quarter. . . . . . . . . . . . . 22.125 16.500 .070
Fourth Quarter . . . . . . . . . . . . 24.125 19.875 .070
1994:
First Quarter. . . . . . . . . . . . . 26.125 23.000 .070
Second Quarter . . . . . . . . . . . . 25.438 21.000 .070
Third Quarter. . . . . . . . . . . . . 24.063 21.750 .070
Fourth Quarter . . . . . . . . . . . . 23.125 20.563 .075
<PAGE>
1995:
First Quarter. . . . . . . . . . . . . 23.750 19.125 $.075
Second Quarter (through March 20, 1995) 23.750 22.250 -
As of March 16, 1995, there were approximately 3,501 holders
of record of the Company's Class A Common Stock. All of the issued
and outstanding shares of Class B Common Stock are held by the B
Trust. The last reported sale price of the Class A Common Stock on
the New York Stock Exchange on March 20, 1995 was $23.125 per share.
<PAGE>
Page 10
DIVIDEND POLICY
The Company declared cash dividends of $.070 per share in each
quarter of fiscal 1993, $.070 per share in each of the first three
fiscal quarters of 1994, $.075 per share in the fourth quarter of
fiscal 1994 and $.075 per share in the first quarter of 1995.
Payment of future quarterly dividends will depend, among other
factors, upon the Company's earnings, financial condition and
capital requirements and certain tax considerations of certain of
the Principal Shareholders, some of whom are required to include a
portion of the Company's earnings in their taxable income whether
or not the earnings are distributed. The Company may also declare
special dividends to all shareholders in the event that the
Principal Shareholders are required to pay additional income taxes
by reason of their ownership of the Common Stock, either because of
an income tax audit of the Company or the Principal Shareholders or
because of certain actions by the Company (such as a failure by the
Company to maintain its investment in shipping assets at a certain
level) that would trigger adverse tax consequences to the Principal
Shareholders under the special tax rules applicable to them.
Any dividend declared by the Board of Directors on the
Company's Common Stock will be paid concurrently at the same rate
on the Class A Common Stock and the Class B Common Stock.
While no tax treaty currently exists between the Republic of
Panama and the United States, under current law the Company
believes that distributions to its shareholders are not subject to
taxation under the laws of the Republic of Panama. Dividends paid
by the Company will be taxable as ordinary income for United States
Federal income tax purposes to the extent of the Company's current
or accumulated earnings and profits, but generally will not qualify
for any dividends-received deduction.
Certain loan documents entered into by certain subsidiaries of
HAL Antillen N.V., a subsidiary of the Company ("HAL"), restrict
the level of dividend payments by such subsidiaries to HAL.
The payment and amount of any dividend is within the
discretion of the Board of Directors, and it is possible that the
amount of any dividend may vary from the levels discussed above. If
the law regarding the taxation of the Company's income to the
Principal Shareholders were to change so that the amount of tax
payable by the Principal Shareholders were increased or reduced,
the amount of dividends paid by the Company might be more or less
than is currently contemplated.
<PAGE>
Page 11
CAPITALIZATION
The following table sets forth the capitalization of the Company at
November 30, 1994. The information set forth below should be read in
conjunction with the financial statements and related notes incorporated
in this Prospectus by reference.
November 30, 1994
-----------------
(in thousands of dollars)
Current portion of long-term
debt and short-term borrowings $ 84,644
======
Long-term debt and convertible
notes:
Mortgages and other loans
payable bearing interest at
rates ranging from 8% to
9.9%, secured by vessels 208,077
Unsecured $750 million
Revolving Credit Facility due
June 1999 238,000
Other loans payable 51,136
5-3/4% Notes Due March 15,
1998 200,000
6.15% Notes Due October 1,
2003 124,939
7.70% Notes Due July 15, 2004 99,890
7.20% Debentures Due October
1, 2023 124,862
4-1/2% Convertible
Subordinated Notes Due
July 1, 1997 115,000
-------
Total long-term debt and
convertible notes $1,161,904
---------
Shareholders' equity:
Class A Common Stock ($.01
par value; one vote per
share; 399,500 shares
authorized; 227,575 shares
issued and outstanding) $ 2,276
Class B Common Stock ($.01
par value; five votes per
share; 100,500 shares
authorized; 54,957 shares
issued and outstanding) 550
Paid-in capital 544,947
Retained earnings 1,390,589
Less-
Other (9,428)
------
Total shareholders' equity 1,928,934
---------
Total capitalization $3,090,838
=========
<PAGE>
SELECTED FINANCIAL DATA
The selected financial data presented below for the fiscal years
ended November 30, 1990 through 1994 and as of the end of each such
fiscal year are derived from the financial statements of the
Company and should be read in conjunction with such financial
statements and the related notes incorporated in this Prospectus by
reference. Certain amounts in prior years have been reclassified to
conform with the current year's presentation.
<TABLE>
<CAPTION>
Year Ended November 30,
--------------------------------------------------------------------------------
1990 1991 1992(1) 1993 1994
----------- ----------- ----------- ------------ ------------
(amounts in thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Operations Data:
Revenues $1,253,756 $1,404,704 $1,473,614 $ 1,556,919 $ 1,806,016
Costs and expenses:
Operating expenses 708,308 810,317 865,587 907,925 1,028,475
Selling and administrative 181,731 193,316 194,298 207,995 223,272
Depreciation and amortization 72,404 85,166 88,833 93,333 110,595
------ ------- --------- --------- ---------
$962,443 $1,088,799 $1,148,718 $1,209,253 $1,362,342
======== ========== ========== ========== ==========
Operating income $291,313 $315,905 $324,896 $347,666 $443,674
Other income (expense):
Interest income 10,044 10,596 16,946 11,527 8,668
Interest expense, net of
capitalized interest (61,848) (65,428) (53,792) (34,325) (51,378)
Other income (expense) (532) 1,746 2,731 (1,201) (9,146)
Income tax expense (4,546) (8,995) (9,008) (5,497) (10,053)
-------- ------ ------ ----- ------
$(56,882) $(62,081) $(43,123) $(29,496) $(61,909)
========= ========= ========= ========= =========
Income from continuing
operations 234,431 253,824 281,773 318,170 381,765
Discontinued operations:
Loss from operations of hotel
and casino segment(1) (28,229) (33,373) - - -
Estimated loss on disposal of
hotel and casino segment(1) - (135,463) - - -
Extraordinary Item:
Loss on early extinguishment of
debt(2) - - (5,189) - -
Net income $206,202 $ 84,988 $ 276,584 $ 318,170 $ 381,765
======== ========= ========= ========= =========
Earnings per share:
Continuing operations $.87 $.93 $1.00 $1.13 $1.35
Net income $.77 $.31 $.98 $1.13 $1.35
Dividends declared per share $.240 $.245 $.280 $.280 $.285
Passenger cruise days 5,565 6,365 6,766 7,003 8,102
Percent of total cruise capacity (3) 106.6% 105.7% 105.3% 105.3% 104.0%
Weighted average shares 269,490 273,832 281,686 282,474 282,744
</TABLE>
<PAGE>
Page 13
<TABLE>
<CAPTION>
November 30,
----------------------------------------------------------------------------------------
1990 1991 1992(1) 1993 1994
(in thousands of dollars)
<S> <C> <C> <C> <C> <C>
Balance Sheet Data:
Cash and cash equivalents and
short-term investments $ 124,081 $ 278,136 $ 226,062 $ 148,920 $ 124,220
Total current assets 200,011 363,788 311,424 253,798 240,449
Total assets 2,583,424 2,650,252 2,645,607 3,218,920 3,669,823
Customer deposits(4) 164,184 167,723 178,945 228,153 257,505
Total current liabilities 543,343 551,287 474,781 549,994 564,957
Long-term debt and convertible
notes 999,772 921,689 776,600 1,031,221 1,161,904
Total shareholders' equity 1,036,071 1,171,129 1,384,845 1,627,206 1,928,934
</TABLE>
- ---------------------------------------
(1) In November 1991, the Company adopted a formal plan to
dispose of Carnival's Crystal Palace Resort and Casino
(the "CCP Resort"), which comprised the entire resort and
casino segment of the Company's operations. At that time,
the Company recorded a provision for the loss on disposal
of the CCP Resort of approximately $135 million,
representing a write-down of $95 million to record the
property at its estimated net realizable value and a
provision of $40 million for the possible funding for the
CCP Resort which may be required prior to disposal. The
data for the fiscal year ended November 30, 1990 has been
restated to reflect the discontinuation for the CCP
Resort operations for accounting purposes.
(2) In the fiscal year ended November 30, 1992, the Company
took an extraordinary charge of $5.2 million in
connection with the early redemption of its Zero Coupon
Convertible Subordinated Notes due 2005.
(3) In accordance with cruise industry practice, total
capacity is calculated based on two passengers per cabin
even though some cabins can accommodate three or four
passengers. The percentages in excess of 100% indicate
that more than two passengers occupied some cabins.
(4) Represents customer deposits for cruises and tours which
will be recognized as revenue.
<PAGE>
Page 14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
The Company earns revenues primarily from (i) the sale of passenger
tickets, which include accommodations, meals, airfare and substantially
all shipboard activities, and (ii) the sale of goods and services on board
its cruise ships, such as casino gaming, liquor sales, gift shop sales and
other related services. The Company also derives revenues from the tour
operations of HAL.
The following table presents operations data expressed as a percentage
of total revenues and selected statistical information for the periods
indicated:
Year Ended November 30,
------------------------
1992 1993 1994
------ ------ ------
Revenues: 100.0% 100.0% 100.0%
Operating Cost and Expenses:
Operating expenses 58.8 58.3 56.9
Selling and administrative 13.2 13.4 12.4
Depreciation and
amortization 6.0 6.0 6.1
---- ---- ----
Operating Income 22.0 22.3 24.6
Other Income (Expense) (2.9) (1.9) (3.5)
Income From Continuing
Operations 19.1% 20.4% 21.1%
Selected Statistical
Information:
Passengers carried 1,153,000 1,154,000 1,354,000
Passenger cruise days 6,766,000 7,003,000 8,102,000
Occupancy percentage 105.3% 105.3% 104.0%
General
The growth in the Company's revenues during the last three
fiscal years has primarily been a function of the expansion of its
fleet capacity.
Fixed costs, including depreciation, fuel, insurance, port
charges and crew costs represent more than one-third of the
Company's operating expenses and do not significantly change in
relation to changes in passenger loads and aggregate passenger
ticket revenue. The Company's different businesses experience
varying degrees of seasonality. The Company's revenue from the sale
of passenger tickets for Carnival Cruise Lines ("Carnival") ships
is moderately seasonal. Historically, demand for Carnival cruises
has been greater during the periods from late December through
April and late June through August. HAL cruise revenues are more
seasonal than Carnival's cruise revenues. Demand for HAL
<PAGE>
Page 15
cruises is strongest during the summer months when HAL ships
operate in Alaska and Europe. Demand for HAL cruises is lower during
the winter months when HAL ships sail in more competitive markets. The
Company's tour revenues are extremely seasonal with a large
majority of tour revenues generated during the late spring and
summer months in conjunction with the Alaska cruise season.
Fiscal Year Ended November 30, 1994 Compared to Fiscal Year Ended
November 30, 1993
Revenues
The increase in total revenues of $249.1 million from 1993 to
1994 was comprised of a $241.6 million, or 17.5%, increase in
cruise revenues and an increase of $7.5 million, or 4.3%, in tour
revenues for the period. The increase in cruise revenues was
primarily the result of a 17.2% increase in capacity for the
period. This capacity increase resulted from additional capacity
provided by Carnival's SuperLiners Sensation and Fascination which
entered service in November 1993 and July 1994, respectively, and
Holland America Line's Maasdam and Ryndam which entered service in
December 1993 and October 1994, respectively. Also affecting cruise
revenues were slightly higher yields, slightly lower occupancies
and lost revenues related to the grounding of the Nieuw Amsterdam
which resulted in the cancellation of three one-week cruises in
August 1994. See "- Other Income (Expense)" below.
Average capacity is expected to increase approximately 13.0%
during the next fiscal year as a result of the delivery of the
Fascination in July 1994, the Ryndam in October 1994 and the
Imagination in June 1995, net of a reduction in capacity due to the
discontinuance of the Company's FiestaMarina cruise division in
September 1994.
Revenues from the Company's tour operations increased to
$182.9 million in 1994 from $175.4 million in 1993 primarily due
to an increase in the number of tour passengers.
Costs And Expenses
Operating expenses increased $120.6 million, or 13.3%, from
1993 to 1994. Cruise operating costs increased by $113.4 million,
or 14.5%, to $896.3 million in 1994 from $782.8 million in 1993.
Cruise operating costs increased primarily due to costs associated
with the increased capacity in 1994.
Selling and administrative expenses increased $15.3 million,
or 7.3%, from 1993 to 1994. These increases were attributable to
additional advertising and other costs associated primarily with
the increase in capacity.
Depreciation and amortization increased by $17.3 million, or
18.5%, to $110.6 million in 1994 from $93.3 million in 1993.
Depreciation and amortization increased primarily due to the
additional capacity discussed above. Also, the depreciable lives
of four of the Carnival ships built in the 1980s were extended from
20 or 25 years to 30 years to conform to industry standards. This
resulted in a reduction of depreciation of approximately $4 million
during 1994.
<PAGE>
Page 16
Other Income (Expense)
Total other expense (net of other income) in 1994 of $61.9
million increased from $29.5 million in 1993. Interest income
decreased to $8.7 million in 1994 from $11.5 million in 1993 due to
a lower level of investments in 1994. Total interest expense
increased to $73.3 million in 1994 from $58.9 million in 1993 as a
result of increased debt levels. Both the lower investment levels
and higher debt levels were the result of expenditures made in
connection with the ongoing construction and delivery of cruise
ships. Capitalized interest decreased to $21.9 million in 1994 from
$24.6 million in 1993.
Other expenses increased to $9.1 million in 1994 because of
two events which occurred during 1994. In August 1994, HAL's Nieuw
Amsterdam ran aground in Alaska which resulted in the cancellation
of three one-week cruises. Costs associated with repairs to the
ship, passenger handling and various other expenses amounted to
$6.4 million and were included in other expenses. In September
1994, the Company discontinued its FiestaMarina division because of
lower than expected passenger occupancy levels. This resulted in a
charge of $3.2 million to other expense. The cruise ship operated
by FiestaMarina was under charter from Epirotiki Lines, currently
49% owned by the Company, and was returned to Epirotiki.
Income tax expense increased to $10.1 million in 1994
primarily as a result of taxes of approximately $3 million on a
dividend paid by the tour company, a U.S. company, to its parent
company, a foreign shipping company.
Recent Developments
First Quarter Results
On March 21, 1995, the Company reported net income of $67.6
million (or $0.24 per share) on revenues of $419.8 million for the
quarter ended February 28, 1995 as compared to net income of $65.1
million (or $0.23 per share) on revenues of $385.3 million for the
same quarter in 1994. For the first fiscal quarter of 1995,
revenues increased 9% and net income increased 4% over the
comparable quarter in 1994. The increases were primarily
attributed to additional capacity provided by Holland America
Line's Ryndam and Carnival Cruise Lines' Fascination, partially
offset by lower occupancy levels on Holland America Line's
Caribbean sailings. Net income for the quarter ended February 28,
1995, also was affected by a 23% increase in corporate wide-
advertising expenditures.
For the quarter ended February 28, 1995, the Company achieved
an average occupancy level of 99.9%, carrying 343,143 passengers,
as compared to an average occupancy level of 100.2%, carrying 314,839
passengers, for the first fiscal quarter of 1994. The slight
decline in average occupancy reflects higher occupancy levels for
Carnival Cruise Lines offset by lower occupancy levels at Holland
America Line for its Caribbean sailings.
Fiscal Year Ended November 30, 1993 Compared to Fiscal Year Ended
November 30, 1992
Revenues
The increase in total revenues of $83.3 million from 1992 to
1993 was comprised of an $88.9 million, or 6.9%, increase in
cruise revenues for the period and a $5.6 million decrease in tour
revenues. The increase in cruise revenues was primarily the result
of a 3.5% increase in capacity for the period resulting from the
addition of Holland America Line's cruise ship Statendam in late
January 1993 and a 3.3% increase in passenger yields resulting
from an increase in ticket pricing and passenger spending.
<PAGE>
Page 17
Revenues from the Company's tour operation decreased $5.6
million, or 3.1%, from $181.0 million in 1992 as compared to
$175.4 million in 1993. The decrease was due to a reduction in
pricing resulting from increased discounting by competitors.
Costs And Expenses
Operating expenses increased $42.3 million, or 4.9%, from 1992
to 1993. Cruise operating costs increased by $42.9 million, or
5.8%, to $782.8 million in 1993 from $739.9 million in 1992,
primarily due to additional costs associated with the increased
capacity in 1993.
Selling and administrative costs increased $13.7 million, or
7.0%, primarily due to increases in advertising expenses associated
with increased capacity and an increase in television advertising
in 1993.
Depreciation and amortization increased by $4.5 million, or
5.1%, to $93.3 million in 1993 from $88.8 million in 1992 primarily
due to the addition of the Statendam.
Other Income (Expense)
Other expense (net of other income) of $29.5 million decreased
in 1993 from $43.1 million in 1992. Interest income decreased to
$11.5 million in 1993 from $16.9 million in 1992 due to lower
interest rates on short-term investments in 1993. Interest expense,
net of capitalized interest, decreased to $34.3 million in 1993
from $53.8 million in 1992. Total interest expense decreased to
$58.9 million in 1993 from $75.5 million in 1992 as a result of
decreased debt levels and lower interest rates on floating rate
debt. Capitalized interest increased to $24.6 million in 1993 from
$21.7 million in 1992 due to higher investments in vessels under
construction. Income tax expense decreased $3.5 million to $5.5
million in 1993 from $9.0 million in 1992 due primarily to a
reduction in earnings for the tour operation.
Liquidity And Capital Resources
Sources And Uses Of Cash
The Company's business provided $537 million of net cash from
operations during the year ended November 30, 1994, an increase of
12% over the comparable period in 1993. The increase was primarily
the result of higher earnings for the period.
During the year ended November 30, 1994, the Company spent
approximately $595 million on capital projects of which $549
million was spent in connection with its ongoing shipbuilding
program. The Fascination and the Ryndam were completed and
delivered in 1994. The remainder was spent on vessel
refurbishments, tour assets and other equipment.
These capital expenditures were funded by cash from
operations, borrowings under the Revolving Credit Facility and the
issuance by the Company of $100 million of 7.7% Notes Due July 15,
2004 (the "7.7% Notes") and $30 million of medium term notes due
from 1999 to 2004.
The Company also made scheduled principal payments during 1994
totalling approximately $90 million under various individual vessel
mortgage loans and paid $79 million in cash dividends.
<PAGE>
Page 18
Future Commitments
The Company is scheduled to take delivery of eight new vessels
over the next five years. The Imagination is scheduled for delivery
in fiscal 1995. The Company will pay approximately $385 million in
fiscal 1995 related to the construction of cruise ships and $1.9
billion beyond fiscal 1995. In addition, the Company has $1.1
billion of long-term debt of which $85 million is due in fiscal
1995. The Company also enters into forward foreign currency
contracts and interest rate swap agreements to hedge the impact of
foreign currency and interest rate fluctuations.
Funding Sources
Cash from operations is expected to be the Company's principal
source of capital to fund its debt service requirements and ship
construction costs. In addition, the Company may fund a portion of
the construction cost of new ships from borrowings under the
Revolving Credit Facility and/or through the issuance of long-term
debt in the public or private markets. One of the Company's
subsidiaries also has a $25 million line of credit. At November 30,
1994, approximately $512 million was available for borrowing by the
Company under the Revolving Credit Facility and on February 28,
1995 approximately $535 million was available for borrowing by the
Company under the Revolving Credit Facility.
To the extent that the Company should require or choose to
fund future capital commitments from sources other than operating
cash or from borrowings under the Revolving Credit Facility, the
Company believes that it will be able to secure such financing from
banks or through the offering of debt and/or equity securities in
the public or private markets. In this regard, the Company has
filed two Registration Statements on Form S-3 (the "Shelf
Registration") relating to a shelf offering of up to $500 million
aggregate principal amount of debt or equity securities. In July
1994, the Company issued the 7.7% Notes under the Shelf
Registration. The Company has also commenced an ongoing $100
million medium term note program under the Shelf Registration
pursuant to which the Company may from time to time issue notes
with maturities from nine months to 50 years from the date of
issue. Under the medium term note program, the Company has issued
$30 million of five to ten-year notes bearing interest at rates
ranging from 5.95% to 7% per annum. A balance of $370 million
aggregate principal amount of debt or equity securities remains
available for issuance under the Shelf Registration.
BUSINESS
The Company is the world's largest multiple-night cruise line
based on the number of passengers carried and revenues generated.
The Company offers a broad range of cruise products, serving the
contemporary cruise market through Carnival Cruise Lines and the
Company's European joint venture, Epirotiki Lines, the premium
market through Holland America Line and the luxury market through
Windstar Cruises and the Company's joint venture, Seabourn Cruise
Line. In total, the Company owns and operates 19 cruise ships with
an aggregate capacity of 23,995 passengers based on two passengers
per cabin. Through its joint ventures, the Company has an interest
in the operation of an additional 10 cruise ships with an aggregate
capacity of 5,608 passengers. The Company also operates a tour
business through Holland America Westours.
<PAGE>
Page 19
Cruise Ship Segment
Industry
The passenger cruise industry has experienced substantial
growth over the past 25 years. The industry has evolved from a
trans-ocean carrier service into a vacation alternative to
land-based resorts and sight-seeing destinations. According to
Cruise Lines International Association ("CLIA"), an industry trade
group, in 1970 approximately 500,000 North American passengers took
cruises for three consecutive nights or more. CLIA estimates that
this number reached 4.5 million passengers in 1994 and is expected
to grow 4% to approximately 4.7 million passengers in 1995.
Despite the growth of the cruise industry to date, the Company
believes that the estimated 4.7 million passengers who will take
cruises in 1995 will represent only approximately 2% of the overall
North American vacation market, defined as persons who travel for
leisure purposes on trips of three nights or longer involving at
least one night's stay in a hotel.
According to CLIA, in 1982 there were approximately 84 cruise
ships serving the North American market offering voyages of three
or more days, having an aggregate capacity of approximately 46,000
passengers. By the end of 1994, the market included 138 vessels
with an aggregate capacity of approximately 107,000 passengers.
CLIA estimates that by the end of 1995 the North American market
will be served by 136 vessels having an aggregate capacity of
approximately 107,000 passengers. The following table sets forth
the industry and Company growth over the past five years based on
passengers carried for at least three consecutive nights:
Company Passengers as
North American Company Cruise Percentage of North American
Year Cruise Passengers(1) Passengers Carried Cruise Passengers
- ---- -------------------- ------------------ ----------------------------
(Calendar) (Fiscal)
1994 4,535,000 (est) 1,354,000 29.9%
1993 4,480,000 1,154,000 25.8
1992 4,136,000 1,153,000 27.9
1991 3,979,000 1,100,000 27.6
1990 3,640,000 953,000 26.2
____________________________
(1) Source: CLIA.
From 1990 through 1994, the Company's average compound annual
growth rate in number of passengers carried was 9.2% versus the
industry average of 5.7%. During this period, the Company's
percentage share of passengers carried increased from 26.2% to
29.9%.
The Company's passenger capacity has grown from 13,399 at
November 30, 1989 to 23,995 at November 30, 1994. In early 1990,
the completion of the Fantasy increased capacity by 2,044
passengers. The lengthening of the Westerdam increased capacity by
another 490 passengers beginning in March 1990. In June 1991, the
introduction of the Ecstasy added capacity of 2,040 passengers. The
delivery of the Statendam, Sensation and Maasdam in 1993 increased
capacity by 4,572 passengers, more than offsetting a capacity
decrease of 906 passengers related to the sale of the Mardi Gras.
During 1994, net capacity increased by 2,369 passengers due to the
delivery of the Fascination and Ryndam, net of the 937 decrease in
passenger capacity related to the return of the FiestaMarina to
Epirotiki Lines. See "Business-Other Cruise Activities".
<PAGE>
Page 20
Cruise Ships And Itineraries
Under the Carnival Cruise Lines name, the Company serves the
contemporary market with nine ships (collectively, the "Carnival
Ships"). Eight of the Carnival Ships were designed by and built for
Carnival, including seven SuperLiners which are among the largest
in the cruise industry. Eight of the Carnival Ships operate in the
Caribbean and one Carnival Ship calls on ports in the Mexican Riviera.
Carnival Cruise Lines offers three-, four- and seven-day cruises.
Through its subsidiary, HAL, the Company operates ten cruise
ships offering premium or luxury specialty vacations. Seven of
these ships, the Rotterdam, the Nieuw Amsterdam, the Noordam, the
Westerdam, the Statendam, the Maasdam and the Ryndam are operated
under the Holland America Line name (the "HAL Ships"). The
remaining three ships, the Wind Star, the Wind Song and the Wind
Spirit, are operated under the Windstar Cruises name (the "Windstar
Ships"). Six of the HAL Ships were designed by and built for HAL.
The three Windstar Ships were built for Windstar Sail Cruises, Ltd.
("WSCL") between 1986 and 1988.
HAL offers premium cruises of various lengths, primarily in
the Caribbean, Alaska, Panama Canal, Europe, the Mediterranean,
Hawaii, Mexico, South Pacific, South America and the Orient. Cruise
lengths for HAL vary from three to 98 days, with a large proportion
being seven or ten days in length. Periodically, the HAL Ships make
longer grand cruises or operate on short-term special itineraries.
For example, in 1994, the Statendam made a 98-day world cruise, a
36-day Grand Mediterranean and Black Sea voyage and the Maasdam
made a 62-day Grand Australian and New Zealand voyage. HAL will
continue to offer these special and longer itineraries in order to
increase travel opportunities for its customers and strengthen its
cruise offerings in view of the fleet expansion. The three Windstar
Ships currently operate in the Caribbean, the Mediterranean and the
South Pacific.
The following table presents summary information concerning
the Company's ships. Areas of operation are based on current
itineraries and are subject to change.
<TABLE>
<CAPTION>
Gross
Passenger Registered Primary Areas
Vessel Registry Built Capacity Tons of Operation
- ------ -------- ----- --------- ---------- -------------
Carnival Cruise Line
- --------------------
<S> <C> <C> <C> <C> <C>
Fascination Panama 1994 2,040 70,367 Caribbean
Sensation Panama 1993 2,040 70,367 Caribbean
Ecstasy Liberia 1991 2,040 70,367 Caribbean
Fantasy Liberia 1990 2,044 70,367 Bahamas
Celebration Liberia 1987 1,486 47,262 Caribbean
Jubilee Liberia 1986 1,486 47,262 Mexican Riviera
Holiday Bahamas 1985 1,452 46,052 Mexican Riviera
Tropicale Liberia 1982 1,022 36,674 Caribbean
Festivale Bahamas 1961 1,146 38,175 Caribbean
-----
Total Carnival
Ships Capacity 14,756
Holland America Line
- --------------------
Ryndam Bahamas 1994 1,266 55,451 Alaska, Caribbean
Maasdam Bahamas 1993 1,266 55,451 Europe, Caribbean
Statendam Bahamas 1993 1,266 55,451 Alaska, Caribbean
Westerdam Bahamas 1986 1,494 53,872 Canada, Caribbean
</TABLE>
<PAGE>
Page 21
<TABLE>
<CAPTION>
Gross
Passenger Registered Primary Areas
Vessel Registry Built Capacity Tons of Operation
- ------ -------- ----- --------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Noordam Netherlands
Antilles 1984 1,214 33,930 Alaska, Caribbean
Nieuw Netherlands
Amsterdam Antilles 1983 1,214 33,930 Alaska, Caribbean
Rotterdam Netherlands
Antilles 1959 1,075 37,783 Alaska,
Hawaii
Total HAL
Ships Capacity 8,795
Windstar Cruises
- ----------------
Wind Spirit Bahamas 1988 148 5,736 Caribbean,
Mediterranean
Wing Song Bahamas 1987 148 5,703 South Pacific
Wind Star Bahamas 1986 148 5,703 Caribbean,
Mediterranean
Total Windstar
Ships Capacity 444
Total Capacity 23,995
======
</TABLE>
- -----------------------------------------
(1) In accordance with industry practice passenger capacity is
calculated based on two passengers per cabin even though some
cabins can accommodate three or four passengers.
Cruise Ship Constructions
The Company is currently constructing six cruise ships to be
operated under the Carnival name and two cruise ships to be
operated under the Holland America Line name. The following table
presents summary information concerning ships under construction:
Approximate
Expected Passenger Cost
Vessel Delivery Shipyard Capacity (1) Tons (in thousands)
- ------ -------- -------- ------------ -------- --------------
Carnival Cruise Lines
- ---------------------
Imagination June 1995 Masa-Yards 2,040 70,367 $ 330,000
Inspiration March 1996 Masa-Yards 2,040 70,367 270,000
Destiny September 1996 Fincantieri 2,640 101,000 400,000
To Be Named February 1998 Masa-Yards 2,040 70,367 300,000
To Be Named November 1998 Masa-Yards 2,040 70,367 300,000
To Be Named December 1998 Fincantieri 2,640 101,000 415,000
------ ----------
Total Carnival Ships Capacity 13,440 $2,015,000
------ ----------
Holland America Line
- --------------------
Veendam June 1996 Fincantieri 1,266 55,451 225,000
To Be Named September 1997 Fincantieri 1,320 62,000 235,000
----- -------
Total HAL Ships 2,586 460,000
----- -------
Total 16,026 $2,475,000
====== ==========
<PAGE>
Page 22
Other Cruise Activities
In April 1992, the Company agreed to acquire up to 50% of a
joint venture company ("Seabourn") which had been set up to acquire
the cruise operations of K/S Seabourn Cruise Line. The Company's
investment in Seabourn is in the form of two subordinated secured
ten-year loans of $15 million and $10 million, respectively. In
return for providing Seabourn with sales and marketing support, the
Company received a 25% equity interest. The $10 million note is
convertible at any time prior to maturity into an additional 25%
interest, and in certain instances will automatically convert into
an additional 25% interest, in Seabourn. Seabourn operates two
ultra-luxury ships, which have an aggregate capacity of 408 passengers
and have itineraries in the Caribbean, the Baltic, the Mediterranean
and the Far East.
In September 1993, the Company acquired a 16.6% equity
interest in Epirotiki Lines, a Greece based operator of eight
cruise ships with an aggregate capacity of approximately 5,200
passengers, in exchange for the cruise ship Mardi Gras. In March
1994 the Company acquired an additional 26.4% equity interest,
bringing its total ownership interest to 43%, in exchange for the
cruise ship FiestaMarina. In February 1995, the Epirotiki venture
reorganized which resulted in the Company obtaining an additional
6% interest for a total ownership of 49%. The Greece-based company
operates its eight cruise ships primarily on itineraries in the
Aegean and Eastern Mediterranean Seas.
In October 1993, Carnival Cruise Lines' Carnivale was renamed
the FiestaMarina and began service with FiestaMarina Cruises, a
division of Carnival catering to the Latin American and Spanish
speaking U.S. markets, departing from San Juan, Puerto Rico and
LaGuaira/Caracas, Venezuela for three-, four- and seven-day
cruises. In September 1994, this product was discontinued as the
depth of the market could not support the size of the vessel. The
vessel, which was under charter, was returned to Epirotiki Lines.
Cruise Tariffs
Unless otherwise noted, brochure prices include round trip
airfare from over 175 cities in the United States and Canada. If
a passenger chooses not to have the Company provide air
transportation, the ticket price is reduced. Brochure prices vary
depending on size and location of cabin, the time of year that the
voyage takes place, and when the booking is made. The cruise
brochure price includes a wide variety of activities and
facilities, such as a fully equipped casino, nightclubs, theatrical
shows, movies, parties, a discotheque, a health club and swimming
pools on each ship. The brochure price also includes numerous
dining opportunities daily.
Brochure pricing information below is per person based on
double occupancy:
<PAGE>
Page 23
Area of Operation Cruise Length Price Range
- ----------------- ------------- -----------
Carnival Cruise Lines
- ---------------------
Caribbean 3-day $ 549 - $1,169
4-day 649 - 1,329
7-day 1,399 - 2,429
Mexico 3-day 549 - 1,169
4-day 649 - 1,329
7-day 1,399 - 2,429
Holland America Line (1)
- ------------------------
Alaska 3-day $ 504 - 3,094
4-day 728 - 4,468
7-day 1,120 - 6,875
Caribbean 7-day 1,495 - 5,200
10-day 2,135 - 7,240
Europe 10- to 12-day 3,240 - 13,345
Panama Canal 10- to 22-day 2,185 - 14,840
Windstar Cruises (1)
- --------------------
Caribbean 7-day $2,995 - 3,195
Mediterranean 7- to 16-day 3,895 - 6,695
South Pacific 7-day 2,995 - 3,195
________________________________
(1) Prices represent cruise only
Brochure prices are regularly discounted through the Company's
early booking discount program and other promotions.
On-Board And Other Revenues
The Company derives revenues from certain on-board activities
and services including casino gaming, liquor sales, gift shop
sales, shore tours, photography and promotional advertising by
merchants located in ports of call.
The casinos, which contain slot machines and gaming tables
including blackjack, craps, roulette and stud poker are open when
the ships are at sea in international waters. The Company also
earns revenue from the sale of alcoholic beverages. Certain onboard
activities are managed by independent concessionaires from which
the Company collects a percentage of revenues, while certain others
are managed by the Company.
The Company receives additional revenue from the sale to its
passengers of shore excursions at each ship's ports of call. On the
Carnival Ships, such shore excursions are operated by independent
tour operators and include bus and taxi sight-seeing excursions,
local boat and beach parties, and nightclub and casino visits. On
the HAL Ships, shore excursions are operated by Holland America
Westours and independent parties.
In conjunction with its cruise vacations on the Carnival
Ships, the Company sells pre- and post-cruise land packages. Such
packages generally include one, two or three-night vacations at
locations such as Walt Disney World in Orlando, Florida or resorts
in the South Florida and the San Juan, Puerto Rico areas.
<PAGE>
Page 24
In conjunction with its cruise vacations on the HAL Ships, HAL
sells pre-cruise and post-cruise land packages which are more fully
described below. See "Business-Tour Segment".
Passengers
The following table sets forth the aggregate number of
passengers carried and percentage occupancy for the Company's ships
for the periods indicated:
Year Ended November 30,
------------------------------------------------
1994 1993 1992
---- ---- ----
Number of Passengers 1,354,000 1,154,000 1,153,000
Occupancy 104.0% 105.3% 105.3%
Percentage(1)
_________________________________________
(1) In accordance with industry practice, total capacity is
calculated based on two passengers per cabin even though some
cabins can accommodate three or four passengers. Occupancy
percentages in excess of 100% indicate that more than two
passengers occupied some cabins.
The following table sets forth the actual occupancy percentage
for all cruises on the Company's ships during each quarter for the
fiscal years ended November 30, 1993 and November 30, 1994:
Occupancy
Quarter Ending Percentage
-------------- ----------
February 28, 1993 100.9%
May 31, 1993 104.2
August 31, 1993 114.3
November 30, 1993 100.9
February 28, 1994 100.2
May 31, 1994 101.2
August 31, 1994 113.4
November 30, 1994 100.9
Sales And Marketing
The Company's product positioning stems from its belief that the
cruise market is actually comprised of three primary segments with
different passenger demographics and, therefore, different
passenger requirements and growth characteristics. These three
segments are the contemporary, premium and luxury specialty
segments. The luxury specialty segment, which is not as large as
the other segments, is served by cruises with per diems of $300 or
higher. The premium segment typically is served by cruises that
last for seven to 14 days or more at per diem rates of $250 or
higher, and appeal principally to more affluent customers.
Passengers that travel on cruises serving the luxury specialty and
premium segments typically have previously been on a cruise ship,
and marketing efforts in these segments are geared toward reaching
these experienced cruise passengers. The contemporary segment, on
the other hand, is served typically by cruises that are seven days
or shorter in length, are priced at per diem rates of $200 or less,
and feature a casual ambience. Because cruises serving the
contemporary segment are more affordable, require less time and are
more casual in nature, they appeal to passengers of all ages and
income categories. The primary market for the contemporary segment
is the first time cruise passenger (it is estimated that not more
than eight percent of the North American population has ever
cruised). The Company believes that the success and growth of the
Carnival cruises are attributable in
<PAGE>
Page 25
large part to its early recognition of this market segmentation and its
efforts to reach and promote the expansion of the contemporary segment.
Carnival believes that its success is due in large part to its
unique product positioning within the industry. Carnival markets
the Carnival Ship cruises not only as alternatives to competitors'
cruises, but as vacation alternatives to land-based resorts and
sight-seeing destinations. Carnival seeks to attract passengers
from the broad vacation market, including those who have never been
on a cruise ship before and who might not otherwise consider a
cruise as a vacation alternative. Carnival's strategy has been to
emphasize the cruise experience itself rather than particular
destinations, as well as the advantages of a prepaid, all-inclusive
vacation package. Carnival markets the Carnival Ship cruises as the
"Fun Ships"(Registered Trademark) experience, which includes a wide variety
of shipboard activities and entertainment, such as full-scale casinos and
nightclubs, an atmosphere of pampered service and unlimited food.
The Company markets the Carnival Ships as the "Fun Ships"
(Registered Trademark) and uses the themes "Carnival's Got the Fun"
(Registered Trademark) and "The Most Popular Cruise Line in the World"
(Registered Trademark), among others. Carnival advertises
nationally directly to consumers on network television and through
extensive print media featuring its spokesperson, Kathie Lee
Gifford. Carnival believes its advertising generates interest in
cruise vacations generally and results in a higher degree of
consumer awareness of the "Fun Ships"(Registered Trademark) concept
and the "Carnival"(Registered Trademark) name. Substantially all of
Carnival's cruise bookings are made through travel agents, which
arrangement is encouraged as a matter of policy. In fiscal 1994,
Carnival took reservations from about 28,000 of approximately
45,000 travel agencies in the United States and Canada.
Travel agents receive a standard commission of 10% (15%
in the State of Florida), plus the potential of an additional
commission based on sales volume. Moreover, because cruise
vacations are substantially all-inclusive, sales of Carnival cruise
vacations yield a significantly higher commission to travel agents
than selling air tickets and hotel rooms. During fiscal 1994, no
one travel agency accounted for more than 2% of Carnival's
revenues.
Carnival engages in substantial promotional efforts designed to
motivate and educate retail travel agents about its "Fun Ships" (Registered
Trademark) cruise vacations. Carnival employs approximately 90 field sales
representatives and 40 in-house service representatives to motivate
independent travel agents and promote its cruises. Carnival
believes it has the largest sales force in the industry.
To facilitate access and to simplify the reservation process,
Carnival employs approximately 290 reservation agents to take
bookings from independent travel agents. Carnival's fully-automated
reservation system allows its reservation agents to respond quickly
to book cabins on its ships. Carnival has a policy of pricing
comparable cabins (based on size, location and length of voyage) on
its various ships at the same rate ("common rating"). Such common
rate includes round-trip airfare, which means that any passenger
can fly from any one of over 175 cities in the United States and
Canada to ports of embarkation for the same price. By common
rating, Carnival is able to offer customers a wider variety of
voyages for the same price, which the Company believes improves
occupancy on all its cruises.
Carnival's cruises generally are substantially booked several
months in advance of the sailing date. This lead time allows
Carnival to adjust its prices, if necessary, in relation to demand
for available cabins, as indicated by the level of advance
bookings. During late fiscal 1992, Carnival decided to introduce
its SuperSaver fares at an earlier stage of the booking process to
promote effective yield management and to encourage potential
passengers to book cruise reservations earlier. Carnival's payment
terms require that a passenger pay approximately 15% of the cruise
price within seven days of the reservation date and the balance not
later than 45 days before the sailing date for three- and four-day
cruises and 60 days before the sailing date for seven-day cruises.
<PAGE>
Page 26
The HAL and Windstar Ships cater to the premium and luxury
specialty markets, respectively. The Company believes that the
hallmarks of the HAL experience are beautiful ships and gracious
attentive service. HAL communicates this difference as "A Tradition
of Excellence" (Registered Trademark), a reference to its long standing
reputation as a first class and grand cruise line.
Substantially all of HAL's bookings are made through travel
agents, which arrangement HAL encourages as a matter of policy. In
fiscal 1994, HAL took reservations from about 20,000 of
approximately 45,000 travel agencies in the U.S. and Canada. Travel
agents receive a standard commission of between 10% and 15%,
depending on the specific cruise product sold, with the potential
for override commissions based upon sales volume. During 1994, no
one travel agency accounted for more than 1% of HAL's total
revenue.
HAL has focused much of its recent sales effort at creating an
excellent relationship with the travel agency community. This is
related to the HAL marketing philosophy that travel agents have a
large impact on the consumer cruise selection process, and will
recommend HAL more often because of its excellent reputation for
service to both consumers and independent travel agents. HAL
solicits continuous feedback from consumers and the independent
travel agents making bookings with HAL to insure they are receiving
excellent service.
HAL's marketing communication strategy is primarily composed of
newspaper and magazine advertising, large scale brochure
distribution and direct mail solicitations to past passengers
(referred to as "alumni") and cable television. HAL engages in
substantial promotional efforts designed to motivate and educate
retail travel agents about its products. HAL employs approximately
50 field sales representatives and 30 in-house sales
representatives to support the field sales force. Carnival's
approximate 90 field sales representatives also promote HAL
products. To facilitate access to HAL and to simplify the
reservation process for the HAL ships, HAL employs approximately
220 reservation agents to take bookings from travel agents. HAL's
cruises generally are booked several months in advance of the
sailing date. The Company solicits current and former passengers of
the Carnival Ships to take future cruises on the HAL and Windstar
Ships.
Windstar Cruises has its own marketing and reservations staff.
Field sales representatives for both HAL and Carnival act as field
sales representatives for Windstar. Marketing efforts are primarily
devoted to (a) travel agent support and awareness, (b) direct mail
solicitation of past passengers, and (c) distribution of brochures.
The marketing features the distinctive nature of the graceful,
modern sail ships and the distinctive "casually elegant" experience
on "intimate itineraries" (apart from the normal cruise
experience). Windstar's cruise market positioning is embodied in
the phrase "180 degrees from ordinary".
Seasonality
The Company's revenue from the sale of passenger tickets for the
Carnival Ships is moderately seasonal. Historically, demand for
Carnival cruises has been greater during the periods from late
December through April and late June through August. Demand
traditionally is lower during the period from September through
mid-December and during May. To allow for full availability during
peak periods, drydocking maintenance is usually performed in
September, October and early December. HAL cruise revenues are more
seasonal than Carnival's cruise revenues. Demand for HAL cruises is
strongest during the summer months when HAL ships operate in Alaska
and Europe. Demand for HAL cruises is lower during the winter
months when HAL ships sail in more competitive markets.
<PAGE>
Page 27
Competition
Cruise lines compete for consumer disposable leisure time dollars
with other vacation alternatives such as land-based resort hotels
and sight-seeing destinations, and public demand for such
activities is influenced by general economic conditions.
The Carnival Ships compete with cruise ships
operated by seven different cruise lines which operate year round
from Florida and California with similar itineraries and with seven
other cruise lines operating seasonally from other Florida and
California ports, including cruise ships operated by HAL.
Competition for cruise passengers in South Florida is substantial.
Ships operated by Royal Caribbean Cruise Lines and Norwegian Cruise
Lines sail regularly from Miami on itineraries similar to those of
the Carnival Ships. Carnival competes year round with ships
operated by Royal Caribbean Cruise Lines and Princess Cruises
embarking from Los Angeles to the west coast of Mexico. Cruise
lines such as Norwegian Cruise Lines, Royal Caribbean Cruise Lines,
Costa Cruises, Cunard and Princess Cruise Lines offer voyages
competing with Carnival from San Juan to the Caribbean.
In the Alaska market, HAL competes directly
with cruise ships operated by seven different cruise lines with the
largest competitors being Princess Cruise Lines and Regency
Cruises, Inc. Over the past several years, there has been a steady
increase in the available capacity among all cruise lines in the
Alaska market. The Alaska market is divided into two areas:
southeast Alaska and the Gulf of Alaska. In the southeast Alaska
market, HAL's primary competitor is Princess Cruise Lines. In the
Gulf of Alaska market, HAL's primary competitors are Princess
Cruise Lines and Regency Cruises, Inc.
In the Caribbean market, HAL competes with cruise ships operated
by 14 different cruise lines, its primary competitors being
Princess Cruise Lines, Royal Caribbean Cruise Lines and Norwegian
Cruise Line, as well as the Carnival Ships. In 1989, the Company
began introducing a number of new itineraries which reduces the
extent to which HAL competes directly with the Carnival Ships.
Governmental Regulation
The Ecstasy, Fantasy, Jubilee, Celebration and Tropicale are
Liberian flagged ships, the Sensation and Fascination are
Panamanian flagged ships, and the balance of the Carnival Ships are
registered in the Bahamas. The Ryndam, Maasdam, Statendam and
Westerdam are registered in the Bahamas, while the balance of the
HAL Ships are flagged in the Netherlands Antilles. The Windstar
Ships are registered in the Bahamas. The ships are subject to
inspection by the United States Coast Guard for compliance with the
Convention for the Safety of Life at Sea and by the United States
Public Health Service for sanitary standards. The Company is also
regulated by the Federal Maritime Commission, which, among other
things, certifies ships on the basis of the ability of the Company
to meet obligations to passengers for refunds in case of
non-performance. The Company believes it is in compliance with all
material regulations applicable to its ships and has all licenses
necessary to the conduct of its business. In connection with a
significant portion of its Alaska cruise operations, HAL relies on
a concession permit from the National Park Service to operate its
cruise ships in Glacier Bay National Park, which is periodically
renewed. There can be no assurance that the permits will continue
to be renewed or that regulations relating to the renewal of such
permits, including preference rights, will remain unchanged in the
future.
The International Maritime Organization has adopted safety
standards as part of the "Safety of Life at Sea" ("SOLAS")
Convention, applicable generally to all passenger ships carrying 36
or more passengers. Generally, SOLAS imposes enhanced vessel
structural requirements designed to improve passenger safety. The
SOLAS requirements are phased in through the year 2010. However, certain
<PAGE>
Page 28
stringent SOLAS fire safety requirements must be
implemented by 1997. Only two of the Company's vessels, Carnival's
Festivale, and HAL's Rotterdam are expected to be affected by the
SOLAS 1997 requirements which will not result in material costs to
the Company.
From time to time various other regulatory and legislative
changes have been or may in the future be proposed that could have
an effect on the cruise industry in general.
Tour Segment
In addition to its cruise business, HAL markets sight-seeing
tours separately and as a part of cruise/tour packages under the
Holland America Westours name. Tour operations are based in Alaska,
Washington State and western Canada. Since a substantial portion of
Holland America Westours' business is derived from the sale of tour
packages in Alaska during the summer tour season, tour operations
are highly seasonal.
Holland America Westours
Holland America Westours is a wholly-owned subsidiary of HAL. The
group of subsidiaries which together comprise the tour operations
perform three independent yet interrelated functions. During 1994,
as part of an integrated travel program to destinations in Alaska
and the Canadian Rockies, the tour service group offered 62
different tour programs varying in length from six to 23 days. The
transportation group and hotel group support the tour service group
by supplying facilities needed to conduct tours. Facilities include
dayboats, motor coaches, rail cars and hotels.
Four luxury dayboats perform an important role
in the integrated Alaska travel program offering tours to the
glaciers and fjords of Alaska and the Yukon River. The Fairweather
cruises the Lynn Canal in Southeast Alaska and the Glacier Queen II
cruises to the Columbia Glacier near Valdez, Alaska. The third
dayboat, the Yukon Queen, cruises the Yukon River between Dawson
City, Yukon Territory and Eagle, Alaska. A fourth dayboat, the
Ptarmigan, operates on Portage Lake in Alaska. The four dayboats
have a combined capacity of 696 passengers.
A fleet of over 290 motor coaches using the trade name Gray Line
operate in Alaska, Washington and western Canada. These motor
coaches are used for extended trips, city sight-seeing tours and
charter hire. HAL conducts its tours both as part of a cruise/tour
package and as individual sight-seeing products sold under the Gray
Line name. In addition, HAL operates express Gray Line motor coach
service between downtown Seattle and the Seattle-Tacoma
International Airport.
Ten private domed rail cars, which are called
"McKinley Explorers", run on the Alaska railroad between Anchorage
and Fairbanks, stopping at Denali National Park.
In connection with its tour operations, HAL
owns or leases motor coach maintenance shops in Seattle, and at
Juneau, Fairbanks, Anchorage, Skagway and Ketchikan in Alaska. HAL
also owns or leases service offices at Anchorage, Fairbanks,
Juneau, Ketchikan and Skagway in Alaska, at Whitehorse in the Yukon
Territory, in Seattle and at Vancouver in British Columbia. Certain
real property facilities on federal land are used in HAL's tour
operations pursuant to permits from the applicable federal
agencies.
<PAGE>
Page 29
Westmark Hotels
HAL owns and/or operates 16 hotels in Alaska and the Canadian
Yukon under the name Westmark Hotels. Four of the hotels are
located in Canada's Yukon Territory and offer a combined total of
585 rooms. The remaining 12 hotels, all located throughout Alaska,
provide a total of 1,650 rooms, bringing the total number of hotel
rooms to 2,235.
The hotels play an important role in HAL's tour program during
the summer months when they provide accommodations to the tour
passengers. The hotels located in the larger metropolitan areas
remain open during the entire year, acting during the winter season
as centers for local community activities while continuing to
accommodate the travelling public. HAL hotels include dining,
lounge and conference or meeting room facilities. Certain hotels
have gift shops and other tourist services on the premises.
The hotels are summarized in the following table:
Hotel Name Location Rooms Open During
1994 Season
Alaska Hotels:
Westmark Anchorage Anchorage 198 year-round
Westmark Inn Anchorage 90 seasonal
Westmark Inn Fairbanks 173 seasonal
Westmark Fairbanks Fairbanks 238 year-round
Westmark Juneau Juneau 105 year-round
The Baranof Juneau 194 year-round
Westmark Cape Fox Ketchikan 72 year-round
Westmark Kodiak Kodiak 81 year-round
Westmark Shee Atika Sitka 101 year-round
Westmark Inn Skagway Skagway 209 seasonal
Westmark Tok Tok 92 seasonal
Westmark Valdez Valdez 97 year-round
Canadian Hotels (Yukon Territory):
Westmark Inn Beaver Creek 174 seasonal
Westmark Klondike Inn Whitehorse 99 seasonal
Westmark Whitehorse Whitehorse 181 year-round
Westmark Inn Dawson 131 seasonal
Thirteen of the hotels are owned by a HAL subsidiary. The
remaining three hotels, Westmark Anchorage, Westmark Cape Fox and
Westmark Shee Atika are operated under arrangements involving third
parties such as management agreements and leases.
For the hotels that operate year-round, the occupancy percentage
for 1994 was 61.1%, and for the hotels that operate only during the
summer months, the occupancy percentage for 1994 was 76.9%.
Seasonality
The Company's tour revenues are extremely seasonal with a large
majority generated during the late spring and summer months in
connection with the Alaska cruise season. Holland America Westours'
tours are conducted in Washington, Alaska and the Canadian Rockies.
The Alaska and Canadian Rockies tours coincide to a great extent
with the Alaska cruise season, May through September. Washington
tours are conducted year-round although demand is greatest during
the summer months. During periods in which tour demand is low, HAL
seeks to maximize its motor coach charter activity such as
operating charter tours to ski resorts in Washington and Canada.
<PAGE>
Page 30
Sales And Marketing
HAL tours are marketed both separately and as part of cruise-tour
packages. Although most HAL cruise-tours include a HAL cruise as
the cruise segment, other cruise lines also market HAL tours as a
part of their cruise tour packages and sight-seeing excursions.
Tours sold separately are marketed through independent travel
agents and also directly by HAL, utilizing sales desks in major
hotels. General marketing for the hotels is done through various
media in Alaska, Canada and the continental United States. Travel
agents, particularly in Alaska, are solicited, and displays are
used in airports in Seattle, Washington, Portland, Oregon and
various Alaskan cities. Rates at Westmark Hotels are on the upper
end of the scale for hotels in Alaska and the Canadian Yukon.
Concessions
Certain tours in Alaska are conducted on federal property
requiring concession permits from the applicable federal agencies
such as the National Park Service or the United States Forest
Service.
Competition
Holland America Westours competes with independent tour operators
and motor coach charter operators in Washington, Alaska and the
Canadian Rockies. The primary competitors in Alaska are Princess
Tours (which owns approximately 120 motor coaches and three hotels)
and Alaska Sightseeing/Trav-Alaska (which owns approximately 40
motor coaches). The primary competitor in Washington is Gazelle
(with approximately 15 motor coaches). The primary competitors in
the Canadian Rockies are Tauck Tours, Princess Tours and Brewster
Transportation.
Westmark Hotels compete with various hotels throughout Alaska,
including the Super 8 national motel chain, many of which charge
prices below those charged by HAL. Dining facilities in the hotels
also compete with the many restaurants in the same geographic
areas.
Government Regulation
HAL's motor coach operations are subject to regulation both at
the federal and state levels, including primarily the Interstate
Commerce Commission, the U.S. Department of Transportation, the
Washington Utilities and Transportation Commission, the British
Columbia Motor Carrier Commission and the Alaska Transportation
Commission. Certain of HAL's tours involve federal properties and
are subject to regulation by various federal agencies such as the
National Park Service, the Federal Maritime Administration and the
U.S. Forest Service.
In connection with the operation of its beverage facilities in
the Westmark Hotels, HAL is required to comply with state, county
and/or city ordinances regulating the sale and consumption of
alcoholic beverages. Violations of these ordinances could result in
fines, suspensions or revocation of such licenses and preclude the
sale of any alcoholic beverages by the hotel involved.
In the operation of its hotels, HAL is required to comply with
applicable building and fire codes. Changes in these codes have in
the past and may in the future, require substantial capital
expenditures to insure continuing compliance such as the
installation of sprinkler systems.
<PAGE>
Page 31
SELLING SHAREHOLDERS
The following table sets forth certain information regarding the
beneficial ownership of the Class A Common Stock as of March 20,
1995, and as adjusted to reflect the sale of the Shares offered
hereby, for all Selling Shareholders:
<TABLE>
<CAPTION>
Shares of Class A Common
Shares of Class A Common Stock to be Beneficially
Name of Stock Owned After Sale Under
Selling Beneficially Owned Before Shares to be This
Shareholder Sale Under This Prospectus Sold Prospectus
- ----------- -------------------------- ------------ -------------------------
Number Percentage Number Percentage
------ ------------- ------- -------------
<S> <C> <C> <C> <C> <C>
Cititrust (Jersey)
Limited, as trustee for
the Ted Arison 1994
Cash Trust 8,000,000 3.5% 8,000,000 0 0%
Royal Bank of Scotland
Trust Company
(Jersey) Limited, as
trustee for The Ted
Arison 1992
Irrevocable Trust for
Micky 2,000,000 (1) 2,000,000 0 0%
Royal Bank of Scotland
Trust Company
(Jersey) Limited, as
trustee for The Ted
Arison 1992
Irrevocable Trust for
Shari 1,800,000 (1) 1,800,000 0 0%
Royal Bank of Scotland
Trust Company
(Jersey) Limited, as
trustee for The Ted
Arison 1992
Irrevocable Trust for
Lin No. 2 2,000,000 (1) 2,000,000 0 0%
--------- -------- --------- ------- -----
13,800,000 13,800,000 0 0%
______________________
</TABLE>
(1) Less than one percent of the outstanding shares of Class A
Common Stock.
The Selling Shareholders are foreign trusts established for
the benefit of Micky Arison, Shari Arison, Marilyn Arison and
others. Micky Arison, the Chairman and Chief Executive Officer of
the Company, is the son of Ted Arison. Shari Arison is the daughter
of Ted Arison and, until July, 1993, was a director of the Company.
Marilyn Arison is the wife of Ted Arison. Ted Arison is a
significant shareholder of the Company. Because the trust
instruments governing the Selling Shareholders provide Ted Arison
and Micky Arison with certain voting and/or dispositive rights,
either or both of them may be deemed to beneficially own all of the
shares of Class A Common Stock held by the Selling
<PAGE>
Page 32
Shareholders. However, Ted Arison disclaims beneficial ownership of all such
shares and Micky Arison disclaims beneficial ownership of the
shares beneficially owned by the Royal Bank of Scotland Trust
Company (Jersey) Limited.
DESCRIPTION OF CAPITAL STOCK
General
The Company's authorized capital stock consists of 399,500,000
shares of Class A Common Stock and 100,500,000 shares of Class B
Common Stock.
Voting
Holders of Class A Common Stock and Class B Common Stock vote
as a single class on all matters submitted to a vote of the
shareholders, with each share of Class A Common Stock entitled to
one vote and each share of Class B Common Stock entitled to five
votes, except (i) for the election of directors, and (ii) as
otherwise provided by law. In the annual election of directors, the
holders of Class A Common Stock, voting as a separate class, are
entitled to elect 25% of the directors to be elected (rounded up to
the nearest whole number). The holders of Class B Common Stock,
voting as a separate class, are entitled to elect 75% of the
directors to be elected (rounded down to the nearest whole number),
so long as the number of outstanding shares of Class B Common Stock
is at least 12-1/2% of the number of outstanding shares of both
classes of Common Stock. If the number of outstanding shares of
Class B Common Stock falls below 12-1/2%, directors that would have
been elected by a separate vote of that class will instead be
elected by the holders of both classes of Common Stock, with
holders of Class A Common Stock having one vote per share and
holders of Class B Common Stock having five votes per share.
Directors may be removed, with or without cause, by the
holders of the class or classes of Common Stock that elected them.
Vacancies in a directorship may be filled by the vote of the class
of shares that had previously filled that vacancy, or by the
remaining directors of that class; if there are no such directors,
however, the vacancy may be filled by the remaining directors of
the other class.
Except for the election or removal of directors as described
above and except for class votes as required by law, holders of
both classes of Common Stock vote or consent as a single class on
all matters, with each share of Class A Common Stock having one
vote per share and each share of Class B Common Stock having five
votes per share.
Conversion
At the option of the holder of record, each share of Class B
Common Stock is convertible at any time into one share of Class A
Common Stock. Shares of Class A Common Stock are not convertible
into shares of Class B Common Stock.
<PAGE>
Page 33
Dividends
The holders of the Common Stock are entitled to receive such
dividends, if any, as may be declared by the Board of Directors in
its discretion out of funds legally available therefor. Any
dividend declared by the Board of Directors on the Company's Common
Stock must be paid concurrently at the same rate on the Class A
Common Stock and the Class B Common Stock. Panamanian law permits
the payment of dividends to the extent of retained earnings.
Other Provisions
Upon liquidation or dissolution of the Company, the holders of
shares of Common Stock are entitled to receive on a pro rata basis
all assets remaining for distribution to common stockholders. The
Common Stock has no preemptive or other subscription rights and
there are no other conversion rights or redemption or sinking fund
provisions with respect to such shares. All shares of Class A
Common Stock that are currently outstanding are fully paid and non-
assessable.
The B Trust is a party to an amended and restated shareholders
agreement with the Company and certain other parties pursuant to
which the B Trust may not voluntarily transfer its shares of
Class B Common Stock until July 1, 1997, except under certain
conditions designed to ensure, to the extent feasible, that the
transfer will not affect the Company's CFC status. In addition,
until such date, pursuant to the shareholder's agreement, the B
Trust may not cause the Company to authorize or issue any
securities, if after giving effect to the issuance thereof and to
any related transactions, the Company would cease to be a CFC. The
B Trust also may not convert its shares of Class B Common Stock
into Class A Common Stock until July 1, 1997.
Neither Panamanian law nor the Company's Articles of
Incorporation or By-laws impose limitations on the right of non-
resident or foreign owners to hold or vote shares of the Common
Stock. While no tax treaty currently exists between the Republic of
Panama and the United States, under current law the Company
believes that distributions to its shareholders are not subject to
taxation under the laws of the Republic of Panama.
Under Panamanian law, directors of the Company may vote by
proxy.
The Company's transfer agent and registrar for the Class A
Common Stock is Barnett Banks Trust Company, N.A.
<PAGE>
Page 34
TAXATION
The following discussion summarizes certain United States
Federal income tax consequences to United States persons holding
the Company's Class A Common Stock. This discussion is a summary
for general information only, and is not a complete analysis of the
tax considerations that may be applicable to a prospective
investor. This discussion also does not address the tax
consequences that may be relevant to particular categories of
investors subject to special treatment under certain Federal income
tax laws, such as dealers in securities, tax-exempt entities,
banks, insurance companies and foreign individuals and entities. In
addition, it does not describe any tax consequences arising out of
the tax laws of any state, locality or foreign jurisdiction. The
discussion is based upon currently existing provisions of the Code,
existing and proposed regulations thereunder and current
administrative rulings and court decisions. All of the foregoing
are subject to change and any such change could affect the
continuing validity of this discussion. In connection with the
foregoing, investors should be aware that the Tax Reform Act of
1986 (hereinafter, the "1986 Tax Act") changed significantly the
United States Federal income tax rules applicable to the Company
and certain holders of its stock (including the Principal
Shareholders). Although the relevant provisions of the 1986 Tax Act
are discussed herein, those provisions have not yet been the
subject of extensive administrative or judicial interpretation.
Accordingly, there can be no assurance that such interpretation
will not have an adverse impact on an investment in the Class A
Common Stock.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OF ANY INVESTMENT IN THE CLASS A COMMON
STOCK, INCLUDING THE APPLICATION OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
Dividends; Undistributed Income of the Company.
A United States person whose holdings of the Company's
Class A Common Stock (including shares such person is considered to own under
applicable attribution rules) represent less than 10 percent of the total
combined voting power of all classes of the Company's capital stock, generally
is not required to recognize income by reason of the Company's earnings until
such earnings are distributed. Dividends paid by the Company to such a
shareholder will be taxable to such shareholder as dividend income to the
extent of the Company's current or accumulated earnings and profits. Such
dividends generally will not be eligible for any dividends-received deduction.
The same treatment will apply to any dividends that may be distributed to all
shareholders by reason of certain tax liabilities of the Principal
Shareholders.
If, however, the Company is a CFC for an uninterrupted
period of 30 days during any taxable year of the Company, a United States
person who owns (or is considered to own) 10% or more of the Company's voting
power (a "Ten Percent Shareholder") on the last day of such taxable year on
which the Company is a CFC will generally be required to include in ordinary
income his pro rata share of the Company's "subpart F income" for that taxable
year and, in addition, certain other items, including, under certain
circumstances, the Company's increase in earnings invested in United States
property, and amounts of previously excluded subpart F income withdrawn by
the Company from investment in certain shipping and related assets, whether
or not any amounts are actually distributed to shareholders. "Subpart
F income" includes, among other things, "foreign base company shipping
income", which is defined to include income derived from using or
chartering a vessel in foreign commerce or from the sale, exchange
or other disposition of a vessel. Accordingly, a substantial part of
the Company's earnings will be subpart F income. Earnings and profits of
the Company already included in income by a Ten Percent Shareholder
by reason of the CFC provisions discussed above are not again included
in income by such Ten Percent Shareholder or his assignee when an actual
distribution is made. Other distributions by the Company by way of dividends
with respect to the Common Stock out of current or accumulated earnings and
profits will be taxed to Ten Percent Shareholders as ordinary income.
<PAGE>
Page 35
The Company is currently a CFC and thus, the special rules discussed
above will apply to certain of the Principal Shareholders.
Dispositions of Class A Common Stock.
In general, any gain or loss on the sale or exchange of Class A Common
Stock of the Company by a United States shareholder will be capital gain or
loss, provided such stock is held as a capital asset. However, any United
States person who was a Ten Percent Shareholder of the Company at any time
during the five-year period ending on the date of sale or exchange (or a
distribution liquidation) when the Company was a CFC may be required to
treat all or a portion of the gain from a sale or exchange of Class A Common
Stock as ordinary income (to the extent of his proportionate share of certain
earnings and profits of the Company) rather than as capital gain. Any
capital gain or loss recognized on a sale or exchange of Class A Common
Stock will be long-term capital gain or loss if the shareholder has held the
Class A Common Stock for more than one year.
Other Jurisdictions.
The Company anticipates that distributions to its shareholders will not
be subject to taxation under the laws of the Republic of Panama.
<PAGE>
Page 36
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement among the Company, the Selling Shareholders and the U.S.
Underwriters named below, each of the Selling Shareholders have
severally agreed to sell to each of the U.S. Underwriters, and each of
such U.S. Underwriters, for whom Goldman, Sachs & Co., Bear, Stearns &
Co. Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are
acting as representatives, have severally agreed to purchase from the
Selling Shareholders the respective number of shares of Class A Common
Stock set forth opposite its name below:
Underwriter Number of Shares
----------- of Class A
Common Stock
------------
Goldman, Sachs & Co.. . . . . . . . . . .
Bear, Stearns & Co. Inc. . . . . . . . .
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . .
Total 11,040,000
----------
Under the terms and conditions of the Underwriting Agreement,
the U.S. Underwriters are committed to take and pay for all of the
shares offered hereby, if any are taken.
The U.S. Underwriters propose to offer the shares of Class A
Common Stock in part directly to the public at the initial public
offering price set forth on the cover page of this Prospectus and
in part to certain securities dealers at such price less a
concession of $ per share. The U.S. Underwriters may allow and
such dealers may reallow, a concession not in excess of $ per
share to certain brokers and dealers. After the shares of Class A
Common Stock are released for sale to the public, the offering
price and other selling terms may from time to time be varied by
the representatives.
The Company and the Selling Shareholders have entered into an
underwriting agreement (the "International Underwriting Agreement")
with the underwriters of the international offering (the
"International Underwriters") providing for the concurrent offer
and sale of 2,760,000 shares of Class A Common Stock in an
international offering outside the United States. The offering
price and aggregate underwriting discounts and commissions per
share for the two offerings are identical. The closing of the
offering made hereby is a condition to the closing of the
international offering, and vice versa. The
<PAGE>
Page 37
representatives of the International Underwriters are Goldman Sachs
International, Bear, Stearns International Limited and Merrill Lynch
International Limited.
Pursuant to an Agreement between the U.S. and International
Underwriting Syndicates (the "Agreement Between") relating to the
two offerings, each of the U.S. Underwriters named herein has
agreed that, as a part of the distribution of the shares offered
hereby and subject to certain exceptions, it will offer, sell or
deliver the shares of Class A Common Stock, directly or indirectly,
only in the United States of America (including the States and the
District of Columbia), its territories, its possessions and other
areas subject to its jurisdiction (the "United States") and to U.S.
persons, which term shall mean, for purposes of this paragraph: (a)
any individual who is a resident of the United States or (b) any
corporation, partnership or other entity organized in or under the
laws of the United States or any political subdivision thereof and
whose office most directly involved with the purchase is located in
the United States. Each of the International Underwriters has
agreed or will agree pursuant to the Agreement Between that, as
part of the distribution of the shares offered as a part of the
international offering, and subject to certain exceptions, it will
(i) not, directly or indirectly, offer, sell or deliver shares of
Class A Common Stock, (a) in the United States or to any U.S.
persons or (b) to any person who it believes intends to reoffer,
resell or deliver the shares in the United States or to any U.S.
persons, and (ii) cause any dealer to whom it may sell such shares
at any concession to agree to observe a similar restriction.
Pursuant to the Agreement Between, sales may be made between
the U.S. Underwriters and the International Underwriters of such
number of shares of Class A Common Stock as may be mutually agreed.
The price of any shares so sold shall be the initial public
offering price, less an amount not greater than the selling
concession.
The Company has granted the U.S. Underwriters an option
exercisable for 30 days after the date of this Prospectus to
purchase up to an aggregate of 1,656,000 additional shares of Class
A Common Stock solely to cover over-allotments, if any. If the U.S.
Underwriters exercise their over-allotment option, the U.S.
Underwriters have severally agreed, subject to certain conditions,
to purchase approximately the same percentage thereof that the
number of shares to be purchased by each of them, as shown in the
foregoing table, bears to the 11,040,000 shares of Class A Common
Stock offered. The Company granted the International Underwriters
a similar option exercisable up to an aggregate of 414,000
additional shares of Common Stock.
For a period of 90 days after the date of this Prospectus, the
Company, Ted Arison, Micky Arison and the Selling Shareholders have
agreed not to offer, sell, contract to sell or otherwise dispose of
any shares of Class A Common Stock or any security substantially
similar thereto, or any other security convertible into, or
exchangeable for, shares of Class A Common Stock of the Company or
any security substantially similar thereto, without the prior
written consent of the representatives of the U.S. and
International Underwriters, except for any securities issued by the
Company pursuant to employee benefit plans or upon the conversion
of convertible or exchangeable securities currently outstanding. In
addition, for a period of 90 days after the date of this
Prospectus, each of Ted Arison and Micky Arison has agreed not to
consent to any such disposition by any trust that owns shares of
Class A Common Stock or Class B Common Stock over which such
person has voting or dispositive power, without the prior written
consent of the representatives of the U.S. and International
Underwriters.
The Company and the Selling Shareholders have agreed to
indemnify the Underwriters against certain liabilities, including
liabilities under the Act.
Mr. Uzi Zucker, a Director of the Company, is a Managing
Director of Bear, Stearns & Co. Inc. ("Bear Stearns"). Bear Stearns
is one of the investment banking firms serving as a U.S.
Underwriter in
<PAGE>
Page 38
this offering and Bear, Stearns International
Limited is one of the International Underwriters in the
International Offering. In addition, Bear Stearns (i) is one of the
investment banking firms serving as an agent of the Company in
connection with the Company's ongoing offering of $100,000,000 of
Medium Term Notes and (ii) served as an underwriter in the
Company's July 1994 public offering of 7.70% Notes Due July 15,
2004. In addition, Bear Stearns has provided other investment
banking and consulting services to the Company during the fiscal
years ended November 30, 1994, 1993 and 1992, and during the
current fiscal year. It is expected that Bear Stearns may continue
to provide investment banking and consulting services to the
Company when so requested by the Company.
VALIDITY OF SECURITIES
The validity of the Shares will be passed upon by Tapia
Linares y Alfaro, Panama City, Republic of Panama. Paul, Weiss,
Rifkind, Wharton & Garrison, New York, New York, has acted as
special United States counsel to the Company in connection with the
offering of the Shares. Certain legal matters relating to New York
law in connection with the offering of the Shares will be passed
upon for the Underwriters by Sullivan & Cromwell, New York, New
York. James M. Dubin, a partner of Paul, Weiss, Rifkind, Wharton &
Garrison, is the sole stockholder of the trustee of the B Trust.
Paul, Weiss, Rifkind, Wharton & Garrison also serves as counsel to
Micky Arison. See "Certain Considerations-Control by Principal
Shareholders".
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K/A #1 for the year
ended November 30, 1994, have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent certified public
accountants, given on the authority of said firm as experts in
auditing and accounting.
<PAGE>
=================================== ===================================
No person has been
authorized to give any
information or to make any
representations other than 13,800,000 Shares
those contained in this
Prospectus and, if given or
made, such information or Carnival Corporation
representations must not be
relied upon as having been
authorized. This Prospectus Class A Common Stock
does not constitute an offer to (par value $.01 per share)
sell or the solicitation of an
offer to buy any securities
other than the securities to
which it relates or an offer to
sell or the solicitation of an
offer to buy such securities in
any circumstances in which such
offer or solicitation is
unlawful. Neither the delivery
of this Prospectus nor any sale
made hereunder shall, under any
circumstances, create any
implication that there has been
no change in the affairs of the
Company since the date hereof
or that the information
contained herein is correct as
of any time subsequent to its
date. -------------------------
[CARNIVAL LOGO]
TABLE OF CONTENTS
------------------------
Page
----
Available Information. . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference. . . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . . 7
Certain Considerations . . . . . . . . . . 7
Use of Proceeds. . . . . . . . . . . . . . 8
Price Range of Class A Common Stock
and Dividends. . . . . . . . . . . . 9
Dividend Policy. . . . . . . . . . . . . .10 Goldman, Sachs & Co.
Capitalization . . . . . . . . . . . . . .11
Selected Financial Data. . . . . . . . . .12 Bear, Stearns & Co. Inc.
Management's Discussion and Analysis of
Financial Condition and Results of Merrill Lynch & Co.
Operations . . . . . . . . . . . . .14
Business . . . . . . . . . . . . . . . . .18 Representatives of the
Selling Shareholders . . . . . . . . . . .31
Description of Capital Stock . . . . . . .32 Underwriters
Taxation . . . . . . . . . . . . . . . . .34
Underwriting . . . . . . . . . . . . . . .36
Validity of Securities . . . . . . . . . .38
Experts. . . . . . . . . . . . . . . . . .38
<PAGE>
(Alternate Page for International Prospectus)
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold
nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be any sale
of these securities in any State in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such State.
SUBJECT TO COMPLETION, DATED MARCH 21, 1995
13,800,000 Shares
[LOGO] Carnival
Corporation
Class A Common Stock
(par value $.01 per share)
Of the 13,800,000 shares of Class A Common Stock offered,
2,760,000 shares are being offered hereby in an international
offering outside the United States and 11,040,000 shares are being
offered in a concurrent offering in the United States. The initial
public offering price and the aggregate underwriting discount per
share will be identical for both offerings. See "Underwriting".
All of the 13,800,000 shares of Class A Common Stock offered
are being sold by certain shareholders of the Company. See "Selling
Shareholders". The Company will not receive any of the proceeds
from the sale of the shares being sold by the Selling Shareholders.
The Class A Common Stock is listed on the New York Stock
Exchange under the symbol "CCL". The last reported sale price of
the Class A Common Stock, on the New York Stock Exchange on
March 20, 1995 was $23.125 per share. See "Price Range of Class A
Common Stock and Dividends".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Initial Public Underwriting Proceeds to Selling
Offering Price Discount(1) Shareholders(2)(3)
-------------- ------------ -------------------
Per Share $ $ $
Total(3) $ $ $
_________________
(1) The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933.
(2) Before deducting estimated expenses of $ payable by the Company
and $ payable by the Selling Shareholders.
(3) The Company has granted the International Underwriters an option for 30
days to purchase up to an additional 414,000 shares at the initial public
offering price per share, less the underwriting discount, solely to cover
over-allotments. Additionally, an over-allotment option on 1,656,000 shares
has been granted by the Company as part of the U.S. Offering. If such options
are exercised in full, the total initial public offering price, underwriting
discount and proceeds to Company will be $ , $
and $ , respectively. See "Underwriting".
The shares offered hereby are offered severally by the International
Underwriters, as specified herein, subject to receipt and acceptance by
them and subject to their right to reject any order in whole or in part.
It is expected that certificates for the shares will be ready for delivery
in New York, New York, on or about , 1995.
Goldman Sachs International
Bear, Stearns International Limited
Merrill Lynch International Limited
The date of this Prospectus is , 1995.
<PAGE>
Page 34
(Alternate Page for International Prospectus)
TAXATION
The following general discussion summarizes certain United
States Federal tax consequences of the ownership and disposition of
Class A Common Stock by a person that, for United States Federal
income tax purposes, is a non-resident alien individual, a foreign
corporation, a foreign partnership, or a foreign estate or trust (a
"Non-U.S. Shareholder"). This discussion does not purport to be a
complete analysis or listing of all potential tax considerations
relevant to a decision to purchase the Class A Common Stock. In
addition, this discussion does not address tax consequences that
may be relevant to investors that are not Non-U.S. Shareholders
(including United States taxpayers owning beneficial interests in,
or who are otherwise subject to United States Federal income tax
with respect to the income of, entities that are Non-U.S.
Shareholders), nor any tax consequences arising under the law of
any state, locality or foreign jurisdiction. The discussion is
based upon currently existing provisions of the Code, existing and
proposed regulations thereunder and current administrative rulings
and court decisions. All of the foregoing are subject to change and
any such change could affect the continuing validity of this
discussion. In connection with the foregoing, investors should be
aware that the Tax Reform Act of 1986 (hereinafter, the "1986 Tax
Act") changed significantly the United States Federal income tax
rules applicable to the Company and certain holders of its stock
(including the Principal Shareholders). Although the relevant
provisions of the 1986 Tax Act are discussed herein, those
provisions have not yet been the subject of extensive
administrative or judicial interpretation. Accordingly, there can
be no assurance that such interpretation will not have an adverse
impact on an investment in the Class A Common Stock by Non-U.S.
Shareholders.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISERS AS TO THE
PARTICULAR TAX CONSEQUENCES TO THEM OF ANY INVESTMENT IN THE CLASS A COMMON
STOCK, INCLUDING THE APPLICATION OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.
Dividends; Gain on Sale.
Except as discussed below, dividends paid by the Company to shareholders
that are Non-U.S. Shareholders and gain recognized by a Non-U.S. Shareholder
upon a sale or exchange of Class A Common Stock generally will not be
subject to United States Federal income tax provided that the
dividend or gain is not "effectively connected" with a United
States trade or business of the Non-U.S. Shareholder and, in the
case of gain recognized by a non-resident alien individual, such
individual was not present in the United States for 183 or more
days in the taxable year of the sale. Non-U.S. Shareholders
should note, however, that certain individuals who are not
otherwise residents of the United States may nonetheless fail to
qualify as non-resident aliens for United States Federal income
tax purposes depending on their individual circumstances and
applicable treaty rules. Investors in doubt as to their status
for this purpose are urged to consult their tax advisers.
U.S. Information Reporting Requirements and Backup
Withholding Tax.
Under temporary United States Treasury
regulations, United States information reporting requirements
(but not backup withholding tax) will apply to dividends paid on
Class A Common Stock to a Non-U.S. Shareholder at an address
outside the United States. The application of United States
information reporting and backup withholding rules to a payment
of the proceeds of a sale of Class A Common Stock, however,
depends on the type of broker through whom the sale is effected.
As a general matter, information reporting and backup withholding
will not apply to a payment of the proceeds of a sale of Class A
Common Stock by a foreign office of a foreign broker. However,
information reporting requirements (but not backup withholding)
will apply to a payment of the proceeds of a sale of Class A
Common Stock by a foreign office of either (i) a U.S. broker, or (ii) a
<PAGE>
Page 35
(Alternate Page for International Prospectus)
foreign broker that derives 50% or more of its gross
income for certain periods from the conduct of a trade or
business in the United States or that is a CFC, unless the broker
has documentary evidence in its records that the holder is a
Non-U.S. Shareholder and certain conditions are met, or the holder
otherwise establishes an exemption. Payment by a United States
office of a broker of the proceeds of a sale of Class A Common
Stock is subject to both backup withholding and information
reporting unless the holder certifies its non-United States
status under penalties of perjury or otherwise establishes an
exemption. A Non-U.S. Shareholder may obtain a refund of any
amounts withheld under the backup withholding rules by filing the
appropriate claim for refund with the United States Internal
Revenue Service.
The regulations expressly provide that the Treasury is still
considering the issue of whether backup withholding will apply
with respect to payments of dividends or the proceeds of sale
that are not subject to backup withholding under the current
regulations. Although the regulations indicate that any new
provisions that impose backup withholding on such payments will
apply only to payments after the date such regulations are
issued, such provisions may apply to such future payments made on
or with respect to outstanding Class A Common Stock. Accordingly,
such future regulations could result in the imposition of backup
withholding in respect of future payments of dividends on, or the
proceeds of sale of, Class A Common Stock, notwithstanding that
the foregoing requirements may have been satisfied.
Other Jurisdictions.
The Company anticipates that distributions to its shareholders
will not be subject to taxation under the laws of the Republic of Panama.
<PAGE>
Page 36
(Alternate Page for International Prospectus)
UNDERWRITING
Subject to the terms and conditions set forth in the
Underwriting Agreement among the Company, the Selling
Shareholders and the International Underwriters named below, each
of the Selling Shareholders have severally agreed to sell to each
of the International Underwriters, and each of such International
Underwriters, for whom Goldman Sachs International, Bear, Stearns
International Limited, and Merrill Lynch International Limited
are acting as representatives, have severally agreed to purchase
from the Selling Shareholders the respective number of shares of
Class A Common Stock set forth opposite its name below:
Underwriter Number of Shares
- ----------- of Class A
Common Stock
------------
Goldman Sachs International . . . . . . . . . . . . .
Bear, Stearns International Limited. . . . . . . . .
Merrill Lynch International Limited. . . . . . . . .
Total 2,760,000
Under the terms and conditions of the Underwriting
Agreement, the International Underwriters are committed to take
and pay for all of the shares offered hereby, if any are taken.
The International Underwriters propose to offer the shares
of Class A Common Stock in part directly to the public at the
initial public offering price set forth on the cover page of this
Prospectus and in part to certain securities dealers at such
price less a concession of $ per share. The International
Underwriters may allow and such dealers may reallow, a concession
not in excess of $ per share to certain brokers and dealers.
After the shares of Class A Common Stock are released for sale to
the public, the offering price and other selling terms may from
time to time be varied by the representatives.
<PAGE>
Page 37
(Alternate Page for International Prospectus)
The Company and the Selling Shareholders have entered into
an underwriting agreement (the "U.S. Underwriting Agreement")
with the underwriters of the U.S. offering (the "U.S.
Underwriters") providing for the concurrent offer and sale of
11,040,000 shares of Class A Common Stock in the United States.
The offering price and aggregate underwriting discounts and
commissions per share for the two offerings are identical. The
closing of the offering made hereby is a condition to the closing
of the U.S. offering, and vice versa. The representatives of the
U.S. Underwriters are Goldman, Sachs & Co., Bear, Stearns & Co.
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
Pursuant to an Agreement between the U.S. and International
Underwriting Syndicates (the "Agreement Between") relating to the
two offerings, each of the U.S. Underwriters named herein has
agreed that, as a part of the distribution of the shares offered
hereby and subject to certain exceptions, it will offer, sell or
deliver the shares of Class A Common Stock, directly or
indirectly, only in the United States of America (including the
States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction (the
"United States") and to U.S. persons, which term shall mean, for
purposes of this paragraph: (a) any individual who is a resident
of the United States or (b) any corporation, partnership or other
entity organized in or under the laws of the United States or any
political subdivision thereof and whose office most directly
involved with the purchase is located in the United States. Each
of the U.S. Underwriters has agreed or will agree pursuant to the
Agreement Between that, as part of the distribution of the shares
offered as a part of the international offering, and subject to
certain exceptions, it will (i) not, directly or indirectly,
offer, sell or deliver shares of Class A Common Stock, (a) in the
United States or to any U.S. persons or (b) to any person who it
believes intends to reoffer, resell or deliver the shares in the
United States or to any U.S. persons, and (ii) cause any dealer
to whom it may sell such shares at any concession to agree to
observe a similar restriction.
Pursuant to the Agreement Between, sales may be made between
the U.S. Underwriters and the International Underwriters of such
number of shares of Class A Common Stock as may be mutually
agreed. The price of any shares so sold shall be the initial
public offering price, less an amount not greater than the
selling concession.
The Company has granted the International Underwriters an
option exercisable for 30 days after the date of this Prospectus
to purchase up to an aggregate of 414,000 additional shares of
Class A Common Stock solely to cover over-allotments, if any. If
the International Underwriters exercise their over-allotment
option, the International Underwriters have severally agreed,
subject to certain conditions, to purchase approximately the same
percentage thereof that the number of shares to be purchased by
each of them, as shown in the foregoing table, bears to the
2,760,000 shares of Class A Common Stock offered. The Company
granted the U.S. Underwriters a similar option exercisable up to
an aggregate of 1,656,000 additional shares of Common Stock.
For a period of 90 days after the date of this Prospectus,
the Company, Ted Arison, Micky Arison and the Selling
Shareholders have agreed not to offer, sell, contract to sell or
otherwise dispose of any shares of Class A Common Stock or any
security substantially similar thereto, or any other security
convertible into, or exchangeable for, shares of Class A Common
Stock of the Company or any security substantially similar
thereto, without the prior written consent of the representatives
of the U.S. and International Underwriters, except for any
securities issued by the Company pursuant to employee benefit
plans or upon the conversion of convertible or exchangeable
securities currently outstanding. In addition, for a period of 90
days after the date of this Prospectus, each of Ted Arison and Micky
Arison has agreed not to consent to any such disposition by any trust
that owns shares of Class A Common Stock or Class B Common
Stock over which such person has voting or dispositive power, without
the prior written consent of the representatives of the U.S. and
International Underwriters.
<PAGE>
Page 38
(Alternate Page for International Prospectus)
Each International Underwriter has also agreed that (a) it
has not offered or sold, and will not offer or sell, in the
United Kingdom, by means of any document, any shares of Class A
Common Stock other than to persons whose ordinary business it is
to buy or sell shares or debentures, whether as principal or
agent, or in circumstances which do not constitute an offer to
the public within the meaning of the Companies Act 1985 of Great
Britain, (b) it has complied, and will comply with, all
applicable provisions of the Financial Services Act 1986 of Great
Britain with respect to anything done by it in relation to the
shares at Class A Common Stock in, from or otherwise involving
the United Kingdom, and (c) it has only issued or passed on and
will only issue or pass on in the United Kingdom any document
received by it in connection with the issuance of the shares of
Class A Common Stock to a person who is of a kind described in
Article 9(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1988 (as amended) of Great
Britain or is a person to whom the document may otherwise
lawfully be issued or passed on.
Buyers of shares of Class A Common Stock offered hereby may
be required to pay stamp taxes and other charges in accordance
with the laws and practices of the country of purchase in
addition to the initial public offering price.
The Company and the Selling Shareholders have agreed to
indemnify the several Underwriters against certain liabilities,
including liabilities under the Act.
Mr. Uzi Zucker, a Director of the Company, is a Managing
Director of Bear, Stearns & Co. Inc. ("Bear Stearns"). Bear
Stearns is one of the investment banking firms serving as a U.S.
Underwriter in the U.S. Offering and Bear, Stearns International
Limited is one of the International Underwriters in this
offering. In addition, Bear Stearns (i) is one of the investment
banking firms serving as an agent of the Company in connection
with the Company's ongoing offering of $100,000,000 of Medium
Term Notes and (ii) served as an underwriter in the Company's
July 1994 public offering of 7.70% Notes Due July 15, 2004. In
addition, Bear Stearns has provided other investment banking and
consulting services to the Company during the fiscal years ended
November 30, 1994, 1993 and 1992, and during the current fiscal
year. It is expected that Bear Stearns may continue to provide
investment banking and consulting services to the Company when so
requested by the Company.
VALIDITY OF SECURITIES
The validity of the Shares will be passed upon by Tapia
Linares y Alfaro, Panama City, Republic of Panama. Paul, Weiss,
Rifkind, Wharton & Garrison, New York, New York, has acted as
special United States counsel to the Company in connection with
the offering of the Shares. Certain legal matters relating to New
York in connection with the offering of the Shares law will be
passed upon for the Underwriters by Sullivan & Cromwell, New
York, New York. James M. Dubin, a partner of Paul, Weiss,
Rifkind, Wharton & Garrison, is the sole stockholder of the
trustee of the B Trust. Paul, Weiss, Rifkind, Wharton & Garrison
also serves as counsel to Micky Arison. See "Certain
Considerations-Control by Principal Shareholders".
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K/A #1 for the year ended
November 30, 1994, have been so incorporated in reliance on the
report of Price Waterhouse LLP, independent certified public
accountants, given on the authority of said firm as experts in
auditing and accounting.
<PAGE>
(Alternate Page for International Prospectus)
================================================= =======================
No person has been authorized to give any
information or to make any representations other
than those contained in this Prospectus and, if 13,800,000
given or made, such information or
representations must not be relied upon as having
been authorized. This Prospectus does not Carnival Corporation
constitute an offer to sell or the solicitation of an
offer to buy any securities other than the securities
to which it relates or an offer to sell or the
solicitation of an offer to buy such securities in Class A Common Stock
any circumstances in which such offer or (par value $.01 share)
solicitation is unlawful. Neither the delivery of this
Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication
that there has been no change in the affairs of the ---------------
Company since the date hereof or that the
information contained herein is correct as of any
time subsequent to its date. [CARNIVAL LOGO]
_______________
TABLE OF CONTENTS
Page
Available Information. . . . . . . . . . 2
Incorporation of Certain Documents by
Reference. . . . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . 4
The Company. . . . . . . . . . . . . . . 7
Certain Considerations . . . . . . . . . 7
Use of Proceeds. . . . . . . . . . . . . 8
Price Range of Class A Common Stock
and Dividends. . . . . . . . . . . 9
Dividend Policy. . . . . . . . . . . . .10
Capitalization . . . . . . . . . . . . .11
Selected Financial Data. . . . . . . . .12 Goldman Sachs International
Management's Discussion and Analysis of
Financial Condition and Results of Bear, Stearns International Limited
Operations . . . . . . . . . . . .14
Business . . . . . . . . . . . . . . . .18 Merrill Lynch International Limited
Selling Shareholders . . . . . . . . . .31
Description of Capital Stock . . . . . .32 Representatives of the Underwriters
Taxation . . . . . . . . . . . . . . . .34
Underwriting . . . . . . . . . . . . . .36
Validity of Securities . . . . . . . . .38
Experts. . . . . . . . . . . . . . . . .38
=========================================== =================================
<PAGE>
Page II-1
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The estimated expenses in connection with the issuance and distribution
of the securities being registered other than underwriting discounts and
commissions, are set forth in the following table.
Securities and Exchange Commission Fee $126,550
Accountants' fees and expenses 10,000(1)
Legal fees and expenses 50,000(1)
Printing and Engraving 50,000(1)
Blue Sky fees and expenses 10,000(1)
Miscellaneous expenses 10,000(1)
----------
Total $256,550(1)
_____________________
(1) Estimated.
Item 15. Indemnification of Directors and Officers
The Company's 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, the
Company shall indemnify such person by reason of the fact that he
is or was a director or an officer, and may indemnify such person
by reason of the fact that he is or was an employee or agent of the
Company or is or was serving at its 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 the
best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The Company has entered into indemnity
agreements with Maks L. Birnbach, William S. Ruben, Stuart
Subotnick, Sherwood M. Weiser and Uzi Zucker providing essentially
the same indemnities as are described in the Company's Articles of
Incorporation.
Under a registration rights agreement among the Company and
certain irrevocable trusts (the "Trusts"), the Trusts have agreed
to indemnify the Company, its directors and officers and each
person who controls the Company within the meaning of the Exchange
Act, against certain liabilities. In addition, under a registration
rights agreement between the Company and Ted Arison, Ted Arison has
agreed to indemnify the Company, its directors and officers and
each person who controls the Company within the meaning of the Act
against certain liabilities.
<PAGE>
Page II-2
Item 16. Exhibits
The following Exhibits are filed as part of this Registration
Statement:
1(a) Form of U.S. Underwriting Agreement to be entered into by
the Selling Shareholders, the Company and the U.S.
Underwriters*
1(b) Form of International Underwriting Agreement to be entered
into by the Selling Shareholders, the Company and the
International Underwriters*
4(a) Form of Amended and Restated Articles of Incorporation of
the Company (Incorporated by reference to Exhibit No. 3.1
to the Company's Amendment No. 1 to Registration Statement
on Form S-1 (File No. 33-14844))
4(b) Form of By-laws of the Company (Incorporated by reference
to Exhibit No. 3.2 to the Company's Amendment No. 1 to the
Registration Statement on Form S-1 (File No. 33-14844))
5 Opinion of Tapia, Linares y Alfaro as to the legality
of the Class A Common Stock*
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Tapia, Linares y Alfaro (included in
their opinion filed as Exhibit 5)*
24 Power of Attorney**
_______________
* To be filed by amendment.
** Included on the signature page hereto.
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.
(b) Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling
person of the Registrant 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 Registrant 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 Act and will be governed by the final adjudication of such
issue.
(c) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining the liability under the
Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and
<PAGE>
Page II-3
contained in the form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under
the Act, each post-effective amendment that contains a form of
prospectus 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.
<PAGE>
Page II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Registration Statement to be
filed on its behalf by the undersigned, thereunto duly authorized,
in the City of Miami, State of Florida, on the 21st day of March, 1995.
CARNIVAL CORPORATION
By /s/ HOWARD S. FRANK
-----------------------
Howard S. Frank
(Chief Financial and
Accounting Officer)
We the undersigned officers and directors of Carnival
Corporation, hereby severally constitute Micky Arison and Howard S.
Frank and each of them singly our true and lawful attorneys with
full power to them, and each of them singly to sign for us and in
our names in the capacities indicated below, any and all
amendments, including post-effective amendments, to this
Registration Statement, and generally do all such things in our
name and behalf in such capacities to enable Carnival Corporation
to comply with the applicable provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and
Exchange Commission, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys, or either
of them, to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/ MICKY ARISON March 21, 1995
- ----------------
Micky Arison Chairman of the Board,
Chief Executive
Officer, Director and
Authorized
Representative
/s/ HOWARD S. FRANK March 21, 1995
- -------------------
Howard S. Frank Vice-Chairman, Chief
Financial and
Accounting Officer and
Director
- ------------------- , 1995
Maks L. Birnbach Director
<PAGE>
Page II-5
, 1995
- ---------------------
Richard G. Capen, Jr. Director
/s/ ROBERT H. DICKINSON March 21, 1995
- -----------------------
Robert H. Dickinson Director
/s/ A.KIRK LANTERMAN March 21, 1995
- ---------------------
A. Kirk Lanterman Director
/s/ HARVEY LEVINSON March 21, 1995
- --------------------
Harvey Levinson Director
/s/ MODESTO A. MAIDIQUE March 21, 1995
- -----------------------
Modesto A. Maidique Director
/s/ WILLIAM S. RUBEN March 21, 1995
- -----------------------
William S. Ruben Director
/s/ STUART SUBOTNICK March 21, 1995
- -----------------------
Stuart Subotnick Director
- ----------------------- , 1995
Sherwood M. Weiser Director
/s/ MESHULAM ZONIS March 21, 1995
- -----------------------
Meshulam Zonis Director
- -----------------------
Uzi Zucker Director
<PAGE>
INDEX TO EXHIBITS
Sequential page
Exhibits number
1(a) U.S. Underwriting Agreement to be entered into by
the Selling Shareholders, the Company and the U.S.
Underwriters*
1(b) International Underwriting Agreement to be entered
into by the Selling Shareholders, the Company and
the International Underwriters*
4(a) Form of Amended and Restated Articles of
Incorporation of the Company (Incorporated by
reference to Exhibit No. 3.1 to the Company's
Amendment No. 1 to Registration Statement on Form S-
1 (File No. 33-14844))
4(b) Form of By-laws of the Company (Incorporated by
reference to Exhibit No. 3.2 to the Company's
Amendment No. 1 to the Registration Statement on
Form S-1 (File No. 33-14844))
5 Opinion of Tapia, Linares y Alfaro as to the
legality of the Class A Common Stock*
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Tapia, Linares y Alfaro (included
in their opinion filed as Exhibit 5)*
24 Power of Attorney**
_______________
* To be filed by amendment.
** Included on the signature page hereto.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated January 23, 1995, appearing in Carnival Corporation's
Annual Report on Form 10-K/A #1 for the year ended November 30, 1994.
We also consent to the reference to us under the heading "Experts" in
such Prospectuses.
Price Waterhouse LLP
March 21, 1995
