SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to the Second Amended and Restated
Schedule 13D
Under the Securities Exchange Act of 1934
CARNIVAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock ($.01 par value)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
143658 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
Arnaldo Perez, Esq.
General Counsel
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 19, 1996
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Exhibit Index on Page 30
Page 1 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,332,457.34
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,332,457.34
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,332,457.34
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.0%
14) Type of Reporting Person (See Instructions): PN
Page 2 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
TAMMS MANAGEMENT CORPORATION
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,332,457.34
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 233,246
ing Person
With 10) Shared Dispositive Power: 2,099,211.34
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,332,457.34
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.0%
14) Type of Reporting Person (See Instructions): CO
Page 3 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
TED ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Israel
Number of 7) Sole Voting Power: 55,187,142
Shares Bene-
ficially 8) Shared Voting Power: 522,094
Owned by
Each Report- 9) Sole Dispositive Power: 55,187,142
ing Person
With 10) Shared Dispositive Power: 522,094
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 55,709,236
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row
(11):
23.3%
14) Type of Reporting Person (See Instructions): IN
Page 4 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
ARISON FOUNDATION, INC.
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Florida
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: -0-
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
0%
14) Type of Reporting Person (See Instructions): CO
Page 5 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
CONTINUED TRUST FOR MICHAEL ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,000,000
ing Person
With 10) Shared Dispositive Power: 379,504.68
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,379,504.68
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.0%
14) Type of Reporting Person (See Instructions): 00
Page 6 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
SHARI ARISON IRREVOCABLE GUERNSEY TRUST
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Guernsey,
Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,551,354
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,551,354
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.5%
14) Type of Reporting Person (See Instructions): 00
Page 7 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
CONTINUED TRUST FOR SHARI ARISON DORSMAN
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 2,000,000
ing Person
With 10) Shared Dispositive Power: 379,504.66
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 2,379,504.66
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.0%
14) Type of Reporting Person (See Instructions): 00
Page 8 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
THE TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI
NO. 1
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Jersey,
Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 15,042,858
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 15,042,858
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
6.3%
14) Type of Reporting Person (See Instructions): 00
Page 9 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
MARILYN B. ARISON IRREVOCABLE DELAWARE TRUST
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,200,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,200,000
ing Person
With 10) Shared Dispositive Power: 500,000
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,700,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
.7%
14) Type of Reporting Person (See Instructions): 00
Page 10 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
CONTINUED TRUST FOR MICKY ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,479,504.66
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,479,504.66
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 1,479,504.66
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
.6%
14) Type of Reporting Person (See Instructions): 00
Page 11 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
MICKY ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United
States
Number of 7) Sole Voting Power: 3,451,354
Shares Bene-
ficially 8) Shared Voting Power: 0
Owned by
Each Report- 9) Sole Dispositive Power: 3,451,354
ing Person
With 10) Shared Dispositive Power: 0
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,451,354
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
13) Percent of Class Represented by Amount in Row
(11):
1.4%
14) Type of Reporting Person (See Instructions): IN
Page 12 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
THE TED ARISON CHARITABLE TRUST
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Jersey,
Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: -0-
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
0%
14) Type of Reporting Person (See Instructions): 00
Page 13 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
A.H.W. LIMITED
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Guernsey,
Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,551,354
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,551,354
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.5%
14) Type of Reporting Person (See Instructions): CO
Page 14 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
ANDREW H. WEINSTEIN
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United
States
Number of 7) Sole Voting Power: 15,042,858
Shares Bene-
ficially 8) Shared Voting Power: 7,938,514
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 26,532,726
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 26,532,726
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
11.1%
14) Type of Reporting Person (See Instructions): IN
Page 15 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
TAF MANAGEMENT COMPANY
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: 7,938,514
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 7,938,514
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 7,938,514
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
3.3%
14) Type of Reporting Person (See Instructions): CO
Page 16 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
KENTISH LIMITED
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Isle of
Man, United Kingdom
Number of 7) Sole Voting Power: 15,042,858
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 15,042,858
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 15,042,858
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
6.3%
14) Type of Reporting Person (See Instructions): C0
Page 17 of 43
<PAGE>
CUSIP No. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S.
Identification Nos. of Above Persons:
SHARI ARISON
2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not
Applicable
5) Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United
States and Israel
Number of 7) Sole Voting Power: 3,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,000,000
11) Aggregate Amount Beneficially Owned by Each
Reporting Person: 3,000,000
12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row
(11):
1.3%
14) Type of Reporting Person (See Instructions): IN
Page 18 of 43
<PAGE>
The Second Amended and Restated Joint Statement on Schedule 13D
dated April 23, 1996 (the "Schedule 13D"), of TAMMS Investment Company, Limited
Partnership, TAMMS Management Corporation, Ted Arison, Arison Foundation, Inc.,
the Continued Trust for Michael Arison, the Shari Arison Irrevocable Guernsey
Trust, the Continued Trust for Shari Arison Dorsman, the Ted Arison 1994
Irrevocable Trust for Shari No. 1, the Marilyn B. Arison Irrevocable Delaware
Trust, the Continued Trust for Micky Arison, Micky Arison, the Ted Arison
Charitable Trust, A.H.W. Limited, Andrew H. Weinstein, TAF Management Company
and Kentish Limited is hereby amended as follows:
Item 2 Identity and Background
- ------ -----------------------
Item 2 is hereby amended by the addition thereto of the following:
"Shari Arison is hereby added as a Reporting
Person to the Schedule 13D. Shari Arison is a citizen
of both the United States and Israel."
Item 4 Purpose of Transaction.
- ------ -----------------------
Item 4 is hereby amended by the addition thereto of the following:
"Since the last report, the Reporting Persons have
sold 21,845,000 shares of Class A Common Stock. This was accomplished by an
underwritten public offering by Ted Arison, the Arison Foundation, Inc. and the
Royal Bank of Scotland Trust Company (Jersey) Limited, as Trustee for the
Page 19 of 43
<PAGE>
Ted Arison Charitable Trust, of 16,770,000 shares, 3,175,000 shares and
1,900,000 shares, respectively, of Class A Common Stock for $29.50 per share to
the public (less an underwriting discount of $0.89 per share).
The sale of shares by the Reporting Persons in the November 1996
Transactions (as defined below in "Interest in Securities of the Issuer") were
effected for certain estate planning, investment and other related purposes.
None of the Reporting Persons have any current plans to change in any material
way the management or operations of the Issuer."
Item 5 Interest in Securities of the Issuer.
- ------ -------------------------------------
Item 5 is hereby amended by the addition thereto of the following:
"On November 19, 1996, Ted Arison, the Arison Foundation, Inc., and
the Royal Bank of Scotland Trust Company (Jersey) Limited, as Trustee for the
Ted Arison Charitable Trust sold 13,416,000 shares, 2,540,000 shares and
1,520,000 shares, respectively, of Class A Common Stock of Carnival Corporation
to certain U.S. Underwriters pursuant to the Underwriting Agreement (U.S.
Version) dated as of November 13, 1996 among the Issuer, the Selling
Shareholders and Goldman, Sachs & Co., Bear, Stearns & Co. Inc., Lehman Brothers
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives
of the several U.S. underwriters named in Schedule II thereto (collectively, the
Page 20 of 43
<PAGE>
"U.S. Underwriters"), for the purchase price of $29.50 per share to the public
(less an underwriting discount of $0.89 per share). Also on November 19, 1996,
Ted Arison, the Arison Foundation, Inc. and the Royal Bank of Scotland Trust
Company (Jersey) Limited, as Trustee for the Ted Arison Charitable Trust sold
3,354,000 shares, 635,000 shares, and 380,000 shares of Class A Common Stock of
Carnival Corporation to certain international underwriters pursuant to the
Underwriting Agreement (International Version) dated as of November 13, 1996
among the Issuer, the Selling Shareholders and Goldman, Sachs International,
Bear, Stearns International Limited, Lehman Brothers International (Europe) and
Merrill Lynch International as representatives of the several International
Underwriters named in Schedule II thereto (collectively, the "International
Underwriters"), for a purchase price of $29.50 per share to the public (less an
underwriting discount of $0.89 per share). The aggregate net cash proceeds to
Ted Arison, the Arison Foundation, Inc. and the Royal Bank of Scotland Trust
Company (Jersey) Limited, as Trustee for the Ted Arison Charitable Trust were
$479,789,700, $90,836,750 and $54,359,000 respectively.
The foregoing transactions are referred to herein as the "November
1996 Transactions".
Following the November 1996 Transactions, Ted Arison beneficially
owns an aggregate of 55,709,236 shares of Class A Common Stock (approximately
23.3% of the total
Page 21 of 43
<PAGE>
number of shares of Class A Common Stock outstanding as of November 20, 1996),
55,187,142 of which he holds directly, and 522,094 of which he owns beneficially
by virtue of his interests in TAMMS L.P. Ted Arison has sole voting and
dispositive power over the 55,187,142 shares of Class A Common Stock he holds
directly.
Because of his controlling interest in TAMMS L.P.(through TAMMS
Corp.), Ted Arison may be deemed to share dispositive and voting power over, and
beneficially own, all of the 2,332,457.34 shares of Class A Common Stock
beneficially owned by TAMMS L.P.; however, Ted Arison disclaims beneficial
ownership of 1,810,363.34 of such shares which are beneficially owned by the
limited partners of TAMMS L.P. (other than TAMMS Corp.). Accordingly, Ted Arison
has only reported beneficial ownership of 522,094 shares of Class A Common Stock
held by TAMMS L.P.
Following the November 1996 Transactions, the Arison Foundation,
Inc. does not beneficially own any shares of Class A Common Stock.
Following the November 1996 Transactions, the Ted Arison Charitable
Trust does not beneficially own any shares of Class A Common Stock.
The Shari Arison Guernsey Trust beneficially owns an aggregate of
3,551,354 shares of Class A Common Stock (approximately 1.5% of the total number
of shares of Class A Common Stock outstanding as of November 20, 1996),
3,000,000 of which it owns directly and 551,354 of which it holds
Page 22 of 43
<PAGE>
beneficially by virtue of its interest in TAMMS L.P. The Shari Arison Guernsey
Trust has shared dispositive power over all the 3,551,354 shares of Class A
Common Stock.
A.H.W. Limited beneficially owns an aggregate of 3,551,354 shares of
Class A Common Stock (approximately 1.5% of the total number of shares of Class
A Common Stock outstanding as of November 20, 1996), by virtue of being the
trustee of the Shari Arison Irrevocable Guernsey Trust. A.H.W. Limited has
shared dispositive power over 3,000,000 shares of Class A Common Stock directly
held by the Shari Arison Irrevocable Guernsey Trust and also over 551,354 shares
of Class A Common Stock held by TAMMS L.P. A.H.W. Limited disclaims beneficial
ownership of all such 3,551,354 shares.
Andrew H. Weinstein beneficially owns an aggregate of 26,532,726
shares of Class A Common Stock (approximately 11.1% of the total number of
shares of Class A Common Stock outstanding as of November 20, 1996), by virtue
of being the sole shareholder of A.H.W. Limited, the trustee of the Shari Arison
Irrevocable Guernsey Trust, and of TAF Management, the trustee of the Continued
Trust for Michael Arison, the Continued Trust for Shari Arison Dorsman, the
Continued Trust for Micky Arison and the Marilyn Arison Irrevocable Delaware
Trust and of Kentish Limited, the protector of the Ted Arison 1994 Irrevocable
Trust for Shari No. 1. Mr. Weinstein may be deemed to share voting power with
Page 23 of 43
<PAGE>
respect to 7,938,514(approximately 3.3% of the total number of shares of Class A
Common Stock outstanding as of November 20, 1996) by virtue of being sole
shareholder of TAF Management, the trustee of the Continued Trust for Michael
Arison, the Continued Trust for Shari Arison Dorsman, the Continued Trust for
Micky Arison and the Marilyn Arison Irrevocable Delaware Trust. Andrew H.
Weinstein, as the sole shareholder of Kentish Limited, may be deemed to have
sole voting power over the 15,042,858 shares of Class A Common Stock held by the
Shari Arison 1994 Irrevocable Trust No. 1. Mr. Weinstein may be deemed to share
dispositive power over all such 26,532,726 shares of Class A Common Stock, by
virtue of being the sole shareholder of A.H.W. Limited, the trustee of the Shari
Arison Irrevocable Guernsey Trust, and of TAF Management, the trustee of the
Continued Trust for Michael Arison, the Continued Trust for Shari Arison
Dorsman, the Continued Trust for Micky Arison and the Marilyn Arison Irrevocable
Delaware Trust and of Kentish Limited, the protector of the Ted Arison 1994
Irrevocable Trust for Shari No. 1. Mr. Weinstein disclaims beneficial ownership
of all such 26,532,726 shares of Class A Common Stock.
Shari Arison beneficially owns 3,000,000 shares of Class A Common
Stock (approximately 1.3% of the total number of shares of Class A Common Stock
outstanding as of
Page 24 of 43
<PAGE>
November 20, 1996) directly held by the Shari Arison Irrevocable Guernsey Trust.
Shari Arison has sole voting power with respect to 3,000,000 shares directly
held by the Shari Arison Irrevocable Guernsey Trust and shared dispositive power
with respect to such shares.
The Reporting Persons, as a group, beneficially own an aggregate of
85,693,316 shares of Class A Common Stock (approximately 35.8% of the total
number of shares of Class A Common Stock outstanding as of November 20, 1996).
The Reporting Persons, as a group, have sole voting and dispositive power over
such shares of Class A Common Stock.
Other than the Reporting Persons, no person has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of these shares of Class A Common Stock.
Except for the November 1996 Transactions, the Reporting Persons
have effected no transactions in shares of Class A Common Stock during the past
60 days."
Page 25 of 43
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with
- ------- -------------------------------------------------------------
Respect to Securities of the Issuer.
------------------------------------
Item 6 is hereby amended by the addition of the following:
"In October 1996, Barnett Bank of South Florida, N.A.
("Barnett") and Micky Arison amended and restated the pledge agreement
entered into in August 1995 in connection with an increase in the
maximum amount of Barnett's loan to Carnival Air Lines, Inc. Pursuant
to the amended and restated pledge agreement, Micky Arison pledged
1,200,000 shares of Class A Common Stock as collateral for the loan.
Micky Arison agreed to pledge upon demand of Barnett additional shares
of Class A Common Stock if the aggregate market value of the securities
falls below certain levels as specified in the amended and restated
pledge agreement."
Page 26 of 43
<PAGE>
Item 7 Material to be Filed as Exhibits.
- ------ ---------------------------------
Item 7 is hereby amended by the addition thereto of the following:
Exhibit 8 Joint Filing Agreement, dated as of December
5, 1996, among TAMMS L.P., TAMMS Corp., Ted
Arison, the Michael Arison Continued Trust,
the Micky Arison Continued Trust, the Shari
Arison Continued Trust, the Shari Arison
Guernsey Trust, the Marilyn Arison Delaware
Trust, A.H.W. Limited, Andrew H. Weinstein,
TAF Management, the Ted Arison Charitable
Trust, Micky Arison, the Arison Foundation,
Inc., the Shari Arison Trust No. 1, Kentish
Limited and Shari Arison.
Exhibit 9 Amended and Restated Stock Pledge Agreement
between Barnett Bank of South Florida, N.A.
and Micky Arison, dated as of October 2,
1996.
Page 27 of 43
<PAGE>
Signatures
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this statement is true,
complete and correct.
Date: December 5, 1996
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE
By: /s/ R.J. Banfield
--------------------------
R.J. Banfield, Director
MARILYN B. ARISON IRREVOCABLE
DELAWARE TRUST, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee
A.H.W. LIMITED
By: /s/ R.J. Banfield
--------------------------
R.J. Banfield, Director
/s/ Andrew H. Weinstein
- -----------------------------
Andrew H. Weinstein
/s/ Shari Arison
- -----------------------------
Shari Arison
TAF MANAGEMENT COMPANY
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer
ARISON FOUNDATION, INC.
By: /s/ Shari Arison
--------------------------
Shari Arison
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT
CORPORATION
Managing General Partner
By: /s/ Micky Arison
--------------------------
Micky Arison, President
TAMMS MANAGEMENT CORPORATION
By: /s/ Micky Arison
--------------------------
Micky Arison, President
/s/ Ted Arison
- -----------------------------
Ted Arison
/s/ Micky Arison
- -----------------------------
Micky Arison
Page 28 of 43
<PAGE>
CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee
THE TED ARISON CHARITABLE
TRUST, THE ROYAL BANK OF
SCOTLAND TRUST COMPANY
(JERSEY) LIMITED, TRUSTEE
/s/ S.A. Coughlan
By: /s/ L.J. Allam
--------------------------
S.A. Coughlan
L.J. Allam
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE
/s/ Debbie Masters
By: /s/ Rob Vincent
--------------------------
Debbie C. Masters, Director
Rob Vincent, Assistant Secretary
KENTISH LIMITED
By: /s/ Philip Scales
--------------------------
Philip Scales
Page 29 of 43
<PAGE>
INDEX TO EXHIBITS
Page No. in
Sequential
Numbering
Exhibits System
- -------- ------
8 Joint Filing Agreement, dated as of December 5, 1996, 31
among TAMMS L.P., TAMMS Corp., Ted Arison, the Michael
Arison Continued Trust, the Micky Arison Continued Trust,
the Shari Arison Continued Trust, the Shari Arison Guernsey
Trust, the Marilyn Arison Delaware Trust, A.H.W. Limited,
Andrew H. Weinstein, TAF Management, the Ted Arison
Charitable Trust, Micky Arison, Arison Foundation, Inc., the
Shari Arison Trust No. 1, Kentish Limited and Shari Arison.
9 Amended and Restated Stock Pledge Agreement between Barnett 33
Bank of South Florida, N.A. and Micky Arison, dated as of
October 2, 1996.
Page 30 of 43
<PAGE>
EXHIBIT 8
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of an amendment or amendments to the Second Amended and Restated
Joint Statement on Schedule 13D dated April 23, 1996. This Joint Filing
Agreement shall be included as an Exhibit to such joint filing. In evidence
thereof, each of the undersigned, being duly authorized, hereby executed this
Agreement this 5th day of December, 1996.
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE
By: /s/ R.J. Banfield
--------------------------
R.J. Banfield, Director
MARILYN B. ARISON IRREVOC
ABLE DELAWARE TRUST, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch (Jr.)
Secretary and Treasurer of Corporate Trustee
A.H.W. LIMITED
By: /s/ R.J. Banfield
--------------------------
R.J. Banfield, Director
/s/ Andrew H. Weinstein
- -----------------------------
Andrew H. Weinstein
Shari Arison
- -----------------------------
Shari Arison
TAF MANAGEMENT COMPANY
By: /s/ Denison H. Hatch
--------------------------
Secretary & Treasurer
ARISON FOUNDATION, INC.
By: /s/ Shari Arison
--------------------------
Shari Arison, President
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT
CORPORATION
Managing General
Partner
By: /s/ Micky Arison
--------------------------
Micky Arison, President
TAMMS MANAGEMENT CORPORATION
By: /s/ Micky Arison
--------------------------
Micky Arison, President
Ted Arison
- -----------------------------
Ted Arison
/s/ Micky Arison
- -----------------------------
Micky Arison
CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT COMPANY,
TRUSTEE
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee
Page 31 of 43
<PAGE>
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT COMPANY,
TRUSTEE
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch
--------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of Corporate Trustee
THE TED ARISON CHARITABLE
TRUST, THE ROYAL BANK OF
SCOTLAND TRUST COMPANY (JERSEY)
LIMITED, TRUSTEE
/s/ S.A. Coughlan
By: /s/ L.J. Allam
---------------------------
S.A. Coughlan
L.J. Allam
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE
/s/ Debbie Masters
By: /s/ Rob Vincent
--------------------------
Debbie C. Masters, Director
Rob Vincent, Assistant Secretary
KENTISH LIMITED
By: /s/ Philip Scales
--------------------------
Philip Scales, Director
Page 32 of 43
EXHIBIT 9
AMENDED AND RESTATED
STOCK PLEDGE AGREEMENT
This AMENDED AND RESTATED STOCK PLEDGE AGREEMENT is made and entered
into as of October 2, 1996, by and between BARNETT BANK OF SOUTH FLORIDA, N.A.,
a national banking association ("Lender"), and MICKY ARISON ("Pledgor").
WITNESSETH:
WHEREAS, Pledgor is the owner of 1,200,000 shares (the "Pledged
Securities") of the common stock of Carnival Corporation, a Panamanian
corporation ("Carnival Corporation"), represented by stock certificates numbers
_____, _____ and _____;
WHEREAS, in that certain Stock Pledge Agreement dated as of August 22,
1995, as amended by Amendment No. 1 dated as of August 26, 1996, Pledgor pledged
400,000 shares of the Pledged Securities to Lender in order to secure that
certain Limited Recourse Guarantee dated as of August 22, 1995 given by Pledgor
to Lender by which Pledgor guaranteed the obligations of Carnival Air Lines,
Inc., a Florida corporation ("CAL"), to Lender under that certain Revolving
Credit and Security Agreement dated as of August 22, 1995, as amended (the "1995
Facility");
WHEREAS, CAL and Lender have amended the 1995 Facility to increase the
maximum amount of the revolving credit facility to $30,000,000 as evidenced by
that certain Amended and Restated Revolving Credit Agreement, dated as of the
date hereof;
WHEREAS, in order to secure the Amended and Restated Limited Recourse
Guarantee of even date herewith given by Pledgor to Lender (the "Amended
Guarantee") of obligations of CAL, to Lender, Pledgor has agreed to pledge to
Lender as collateral all of the Pledged Securities;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and in the Amended Guarantee, and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:
1. Definitions. Capitalized terms used herein which are defined in
that certain Amended and Restated Revolving Credit Agreement of even date
herewith shall have the meanings assigned to them therein, unless the context
otherwise requires or unless otherwise defined herein.
2. Pledge.
(a) As security for the due and punctual payment and performance of
all of the Pledgor's obligations and liabilities under the Amended
Guarantee (collectively, the "Obligations"), the Pledgor hereby pledges,
hypothecates, assigns, transfers, sets
Page 33 of 43
<PAGE>
over, and delivers unto Lender, and hereby grants to Lender a security
interest in and to the following:
(i) The Pledged Securities and the certificates representing the
Pledged Securities, and all cash, proceeds, securities, dividends and
other property at any time and from time to time received, receivable
or otherwise distributed in respect of or in exchange for any or all
of the Pledged Securities (except as otherwise provided in Section
4(a)(ii), below); and
(ii) All securities hereafter delivered or issued in substitution
for or in addition to any of the Pledged Securities, all certificates
and instruments representing or evidencing such securities, together
with the interest coupons, if any, attached thereto, all cash,
proceeds, securities, interests, dividends and other property at any
time and from time to time received or otherwise distributed in
respect of or in exchange for any or all thereof. (All such Pledged
Securities, certificates, interest coupons, cash, proceeds,
securities, interest, dividends and other property being herein
collectively called the "Pledged Stock Collateral").
TO HAVE AND TO HOLD the Pledged Stock Collateral, together with all rights,
titles, interest, privileges and preferences appertaining or incidental
thereto, unto Lender, its successors and assigns, forever, subject,
however, to the terms, covenants and conditions hereinafter set forth.
(b) (i) In the event that the aggregate amount of Advances
outstanding, plus the aggregate face amount of all outstanding LCs issued
in accordance with Section 3 of the Amended and Restated Revolving Credit
Agreement, shall equal 85% or more of the aggregate market value of the
Pledged Securities for any period of ten consecutive trading days (based on
the closing price thereof as reported in The Wall Street Journal), then
Pledgor agrees, immediately upon demand by Lender, to pledge and deliver to
Lender as additional Pledged Securities, subject to and in accordance with
all of the terms and conditions of this Agreement, such additional number
of shares of Carnival Corporation common stock so that the aggregate amount
of such Advances and LCs shall equal less than 85% of such aggregate market
value of the Pledged Securities.
(ii) In the event that Pledgor has pledged additional shares of
Carnival Corporation in accordance with the preceding paragraph and,
thereafter, the aggregate amount of such Advances and outstanding LCs shall
equal less than 85% of the aggregate market value of the Pledged Securities
for such a period of ten consecutive trading days, Lender shall, upon the
request of Pledgor, return to Pledgor all or part of such additional
Pledged Securities up to an amount which, after such return, shall permit
such aggregate amount of Advances and LCs to remain less than 85% of the
market value of the remaining Pledged Securities; provided, however, that
the number of Pledged Securities shall never be so reduced to be less than
1,200,000.
Page 34 of 43
<PAGE>
3. Transfer of Certificates. The original certificates representing
all Pledged Stock Collateral shall be held by Lender. The Pledgor shall deliver
to Lender all original certificates representing the Pledged Stock Collateral
issued in the name of the Pledgor, endorsed or assigned in blank (or accompanied
by stock powers or other instruments of transfer requested by Lender, duly
executed and delivered by Pledgor) in favor of Lender. Lender may, upon delivery
of the appropriate Pledged Stock Collateral to Carnival Corporation or its agent
(or other issuer thereof, exchange the certificates representing the Pledged
Stock Collateral for certificates of smaller or larger denominations for any
purpose consistent with the terms of this Pledge Agreement.
4. Voting Rights; Dividends.
(a) Unless and until there is an "Event of Default" (as defined in
Section 5, below):
(i) The Pledgor shall be entitled to exercise any and all voting
and/or consensual rights and powers relating or pertaining to the
Pledged Stock Collateral or any part thereof, provided, however, that
no vote shall be cast or consent, waiver or ratification given or
action taken which would be inconsistent with any of the provisions of
the Loan Documents, or which would involve any violation of any such
provisions.
(ii) The Pledgor shall be entitled to receive and retain any and
all ordinary cash dividends and interest payable on the Pledged Stock
Collateral, but any and all stock and/or liquidating dividends,
distributions in property, returns of capital or other distributions
made on or in respect of the Pledged Stock Collateral, whether
resulting from a subdivision, combination or reclassification of the
outstanding capital stock of an issuer thereof or received in exchange
for Pledged Stock Collateral or any part thereof, or as a result of
any merger, consolidation, acquisition or other exchange of assets to
which any such issuer may be a party or otherwise, and any and all
cash and other property received in payment of the principal of or in
redemption of or in exchange for any Pledged Stock Collateral (either
at maturity, upon call for redemption or otherwise), shall be and
become part of the collateral pledged by the Pledgor hereunder and, if
received by the Pledgor, shall be received in trust for the benefit of
Lender or its assigns and shall forthwith be delivered to Lender
(accompanied by proper instruments of assignment and/or stock and/or
bond powers executed by the Pledgor in accordance with Lender's
instructions) to be applied as a payment or prepayment of any of the
Obligations secured by this Agreement as provided in Section 6(a),
below.
(iii) Lender shall execute and deliver (or cause to be executed
and delivered) to the Pledgor all such proxies, powers of attorney,
dividend orders, interest coupons and other instruments as the Pledgor
may request for the purpose of enabling the Pledgor to exercise the
voting and/or consensual rights and powers which he is entitled to
exercise pursuant to subparagraph (i) above and/or to receive the
dividends and/or
Page 35 of 43
<PAGE>
interest payments which he is authorized to receive and retain
pursuant to subparagraph (ii) above.
(b) Upon the occurrence and during the continuance of an Event of
Default, all rights of the Pledgor to exercise the voting and/or consensual
rights and powers which he is entitled to exercise pursuant to Section
4(a)(i) hereof and/or to receive the dividends and interest payments which
he is authorized to receive and retain pursuant to Section 4(a)(ii) hereof
shall cease, and all such rights shall thereupon become vested in Lender
who shall have the sole and exclusive right and authority to exercise such
voting and/or consensual rights and powers and/or to receive and retain the
dividends and/or interest payments which the Pledgor would otherwise be
authorized to retain pursuant to Section 4(a)(ii) hereof. Any and all money
and other property paid over to or received by Lender pursuant to the
provisions of this paragraph (b) or pursuant to the exercise by Lender of
the voting and/or consensual rights and powers shall be applied by Lender
in accordance with the provisions of Section 6(a) of this Agreement. Upon
the occurrence and during the continuance of an Event of Default, Lender
may transfer into its name, or into the name of its nominee, any or all
shares of the Pledged Stock Collateral.
5. Events of Default. Pledgor shall be in default and an "Event of
Default" shall be deemed to have occurred under this Agreement (i) if Pledgor
shall breach or default under any material agreement, representation, warranty
or covenant set forth in this Agreement, (ii) upon the occurrence of any event
of default under the Amended and Restated Revolving Credit Agreement or any
other Loan Document or (iii) upon the occurrence of any event of default under
the Amended Guarantee.
6. Remedies upon Default. If any Event of Default shall have occurred
and be continuing, then, in addition to exercising any rights and remedies as a
secured party under the Uniform Commercial Code in effect in the State of
Florida, Lender may:
(a) apply the cash (if any) then held by it as collateral hereunder,
first, to the payment of all costs of collection (including attorneys' fees
and disbursements) incurred in enforcing Lender's rights under any of the
loan documents referred to in the Amended Guarantee, and this Agreement
(collectively, the "Documents"); second, to the payment of interest accrued
and unpaid under any of the Documents, in such order of priority as Lender
may elect in its sole discretion, to and including the date of such
application; third, to the payment or prepayment of principal under any of
the Documents, in such order of priority as Lender may elect in its sole
discretion; and fourth, to the payment of all other amounts then owing to
Lender under the terms of any of the Documents, in such order of priority
as Lender may elect in its sole discretion, and
(b) if there shall be no such cash or the cash so applied shall be
insufficient to pay in full all the Obligations of the Pledgor to Lender,
upon 10 days' prior notice to Pledgor, take any action with respect to the
Pledged Stock Collateral, including,
Page 36 of 43
<PAGE>
without limitation, sell the Pledged Stock Collateral, or any part thereof,
at any public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery, as
Lender shall deem appropriate. Lender shall be authorized at any such sale
(if it deems it advisable to do so) to restrict the prospective bidders or
purchasers to persons who will represent and agree that they are purchasing
the Pledged Stock Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of
any such sale Lender shall have the right to assign, transfer and deliver
to the purchaser or purchasers thereof the Pledged Stock Collateral so
sold, free and clear from any claims or rights of Pledgor. Further, it
shall be deemed commercially reasonable for Lender to impose sufficient
conditions on any such sale so as to preclude the necessity of registration
of the Pledged Stock Collateral under the Securities Act of 1933, as
amended (the "Act"). Each such purchaser at any such sale shall hold the
property sold absolutely, free from any claim or right on the part of the
Pledgor, and the Pledgor hereby waives (to the extent permitted by law) all
rights of redemption, stay and/or appraisal which he now has or may at any
time in the future have under any rule of law or statute now existing or
hereafter enacted. Lender shall give the Pledgor at least 10 days' written
notice in the manner specified for notices under this Agreement of Lender's
intention to make any such public or private sale or sales at any broker's
board or on any such securities exchange, and the Pledgor agrees that such
notice of sale will be commercially reasonable notice to it. Such notice,
in case of public sale, shall state the time and place fixed for such sale,
and, in the case of sale at a broker's board or exchange at which such sale
is to be made, the day on which the Pledged Stock Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business
hours and at such place or places, as Lender may fix in the notice of such
sale. At any such sale, the Pledged Stock Collateral, or portion thereof,
to be sold may be sold in one lot as an entirety or in separate parcels, as
Lender may (in its sole and absolute discretion) determine. Lender shall
not be obligated to make any sale of Pledged Stock Collateral if it shall
determine not to do so, regardless of the fact that notice of sale of
Pledged Stock Collateral may have been given. Lender may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for
sale, and such sale may, without further notice, be made at the time and
place to which the same was so adjourned. In case sale of all or any part
of the Pledged Stock Collateral is made on credit or for future delivery,
the Pledged Stock Collateral so sold may be retained by Lender until the
sale price is paid by the purchaser or purchasers thereof, but neither
Lender nor any other holder of the Note or the assignee of any of Lender's
rights, shall incur any liability in case any such purchaser or purchasers
shall fail to take up and pay for the Pledged Stock Collateral so sold and,
in the case of such failure, such Pledged Stock Collateral may be sold
again upon like notice. As an alternative to exercising the power of sale
herein conferred upon it, Lender may proceed by a suit or suits at law or
in equity to foreclose this Agreement and to sell the Pledged Stock
Collateral, or any portion
Page 37 of 43
<PAGE>
thereof, pursuant to a judgment or decree of a court or courts of competent
jurisdiction.
(c) If Lender determines to exercise its right to sell all or any of
the Pledged Securities and, if in the opinion of Lender it is advisable, to
have such Pledged Securities registered under the provisions of the Act,
Pledgor agrees, at Pledgor's own expense, to execute and deliver and use
Pledgor's best efforts to cause Carnival Corporation (and the directors and
officers of Carnival Corporation) to execute and deliver, all such
instruments and documents, and to do or cause to be done all other such
acts and things as may be necessary or, in the opinion of Lender, advisable
to register such Pledged Securities under the provisions of the Act, and
Pledgor will use Pledgor's best efforts to cause the registration statement
relating thereto to become effective and to remain effective for such
period as prospectuses are required by law to be furnished, and to make all
amendments thereto and/or to the related prospectus which, in the opinion
of Lender, are necessary or desirable, all in conformity with the
requirements of the Act and the rules and regulations of the Securities and
Exchange Commission ("SEC") applicable thereto; to use Pledgor's best
efforts to qualify such Pledged Securities under state Blue Sky or
securities laws and to obtain the approval of any governmental authority to
the sale of such Pledged Securities, all as reasonably requested by Lender;
and, at the request of Lender, to indemnify and hold harmless and use
Pledgor's best efforts to cause Carnival Corporation to agree to indemnify,
defend and hold harmless Lender from and against any loss, liability,
claim, damage and expense (and reasonable attorneys' fees incurred in
connection therewith) under the Act or otherwise insofar as such loss,
liability, claim, damage or expense arises out of or is based upon any
untrue statement or alleged untrue statement of a material fact contained
in such registration statement or prospectus or in any preliminary
prospectus or any amendment or supplement thereto or arises out of or is
based upon any omission or alleged omission to state therein a material
fact required to be stated or necessary to make the statements therein not
misleading, the indemnification of Lender to remain operative regardless of
any investigation made by or on behalf of Lender.
(d) If Lender determines to exercise its right to sell all or any of
the Pledged Securities, upon written request, Pledgor will from time to
time furnish to Lender all such information as Lender may request in order
to determine the number of shares of Pledged Securities which may be sold
by Pledgor as exempt transactions under Section 4(4) of the Act and Rule
144 thereunder, as the same are from time to time amended.
(e) Pledgor agrees that, following an Event of Default, he will not
sell any other securities of Carnival Corporation which he holds until
Lender has sold or otherwise disposed of the Pledged Securities. If the
Pledged Securities or any part thereof is sold in a private sale by Lender,
Pledgor will not sell any other securities of Carnival Corporation which
would violate any provision of Rule 144 and/or Rule 144A, including the
regulations regarding aggregation.
Page 38 of 43
<PAGE>
7. Application of Proceeds of Sale. The proceeds of sale of Pledged
Stock Collateral sold pursuant to Section 6 hereof shall be applied by Lender as
follows:
First: in the manner provided in paragraph (a) of Section 6 hereof;
and
Second: the balance (if any) of such proceeds shall remain as Pledged
Stock Collateral subject to the terms and conditions of this Agreement, in
the event any of the Obligations remain outstanding and not in default, or,
the balance (if any) of such proceeds shall be paid to Pledgor, or as a
court of competent jurisdiction may direct.
8. Pledgor's Obligations Not Affected. The obligations of the Pledgor
under this Agreement shall remain in full force and effect without regard to,
and shall not be impaired or affected by: (a) any amendment or modification of
or addition or supplement to any loan or any assignment or transfer of any
thereof, (b) any exercise or non-exercise by Lender of any right, remedy, power
or privilege under or in respect of any documents or any assignment or transfer
of any thereof, or any waiver of any such right, remedy, power or privilege; (c)
any waiver, consent, extension, indulgence or other action or inaction in
respect of any documents or any assignment or transfer of any thereof; or (d)
any bankruptcy, insolvency, reorganization, arrangement, readjustment,
composition, liquidation, or the like, of the Pledgor; whether or not Lender
shall have notice or knowledge of any of the foregoing. The Pledgor hereby
waives notice of any extensions of credit, loans, advances or other financial
assistance by Lender to Carnival Air Lines, Inc. under the Loan Documents or
under any other agreement, note, document or instrument now or at any time or
times hereafter executed by Carnival Air Lines, Inc. and delivered to Lender.
The Pledgor further waives presentment and demand for payment of any of the
Obligations, protest and notice of dishonor or default with respect to the
Obligations, and all other notices to which the Pledgor might otherwise be
entitled except as herein otherwise expressly provided.
9. Transfer of Pledged Stock Collateral. Pledgor covenants and agrees
not to sell, transfer (by gift or otherwise), assign, pledge or further encumber
any of the Pledged Stock Collateral, or execute any agreement providing for any
of foregoing, without the express prior written consent of Lender as to (i) the
terms of the transaction, and (ii) the documents evidencing the transaction.
Lender may withhold or condition its consent in its sole and absolute
discretion. All proceeds of any such transaction (whether or not consented to by
Lender) shall be paid directly to Lender as Pledged Stock Collateral hereunder,
and if delivered to Pledgor, shall be received by Pledgor in trust for Lender's
benefit and immediately delivered to Lender in the exact form delivered to
Pledgor (with appropriate endorsements and instruments of assignment in favor of
Lender) to be held and applied as Pledged Stock Collateral under this Agreement.
10. Authority of Lender. Lender shall have and be entitled to exercise
all such powers hereunder as are specifically delegated to Lender by the terms
hereof, together
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<PAGE>
with such powers as are reasonably incidental thereto. Lender may execute any of
its duties hereunder by or through agents or employees and shall be entitled to
retain counsel and to act in reliance upon advice of such counsel (whether
written or oral) concerning all matters pertaining to its duties hereunder.
Neither Lender, nor any director, officer or employee of Lender, shall be liable
for any action taken or omitted to be taken by it or them hereunder in
connection herewith, except for its or their own negligence or willful
misconduct. After an Event of Default hereunder the Pledgor shall be liable to
reimburse Lender, on demand, for all expenses incurred by Lender in connection
with the administration and enforcement of this Pledge Agreement and agrees to
indemnify and hold harmless Lender against any and all liability incurred by
Lender hereunder or in connection herewith, unless such liability shall be due
to willful misconduct on the part of Lender.
11. Lender Appointed Attorney-in-Fact. The Pledgor hereby appoints
Lender as the Pledgor's attorney-in-fact upon the occurrence of any Event of
Default hereunder, taking any action and executing any instrument which Lender
may deem necessary or advisable to accomplish the purposes hereof, which
appointment is irrevocable and coupled with an interest. Without limiting the
generality of the foregoing, upon an Event of Default hereunder, Lender shall
have the right and power to receive, endorse and collect all checks and other
orders for the payment of money made payable to the Pledgor representing any
dividend, interest payment or other distribution payable or distributable after
the occurrence of any Event of Default in respect of the Pledged Stock
Collateral or any part thereof and to settle or compromise any claims relating
thereto and to give full discharge for the same.
12. Representations, Warranties, and Covenants of Pledgor. Pledgor
represents and warrants to Lender, and covenants with Lender that:
(a) The Pledged Stock Collateral has been duly authorized, validly
issued and is fully paid and non-assessable, and Pledgor has owned the
Pledged Securities since at least January 1, 1993, currently owns the
Pledged Securities and will continue to own the Pledged Stock Collateral,
absolutely, free and clear of any proxies, voting trusts, liens,
encumbrances or adverse claims whatsoever, except for the first priority
lien granted to Lender under this Agreement, and there are no restrictions
upon the voting rights or upon the transfer of the Pledged Securities other
than as may appear on the certificates evidencing the Pledged Securities
and as set forth herein.
(b) The Pledgor has good right and lawful authority to pledge,
mortgage, assign, transfer, deliver, deposit, set over and confirm unto
Lender the Pledged Stock Collateral as provided herein and will warrant and
defend the title thereto, and the lien thereon, conveyed to Lender by this
Agreement against all claims of all persons and will maintain and preserve
such lien.
(c) This Agreement, and all agreements and documents executed by
Pledgor relating hereto, are the valid and binding obligations of Pledgor,
enforceable in accordance
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<PAGE>
with their terms, and the execution, delivery and performance hereof
and thereof does not violate or conflict with any contract, agreement,
understanding, judgment, order or writ applicable to Pledgor or the Pledged
Securities.
13. No Waiver; Cumulative Remedies. No failure on the part of Lender
to exercise, and no delay in exercising any right, power, privilege or remedy
hereunder, shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power, privilege or remedy of Lender preclude any
other or further exercise thereof or the exercise of any other right, power,
privilege or remedy. All remedies hereunder are cumulative and are not exclusive
of any other remedies provided herein or by law.
14. Termination. This Agreement shall terminate when all Obligations
secured hereby have been fully paid and performed, at which time Lender shall
reassign and redeliver (or cause to be reassigned and redelivered) to the
Pledgor, or to such person or persons as the Pledgor shall designate, such of
the Pledged Stock Collateral (if any) as shall not have been sold or otherwise
applied by Lender pursuant to the terms hereof and shall still be held
hereunder, together with appropriate instruments of reassignment and release.
Any such reassignment shall be without recourse against or express or implied
representation or warranty by Lender.
15. Assignment. Lender may assign, participate or transfer any
instrument evidencing all or any part of the Obligations as provided in, and in
accordance with, the terms of the Loan Documents, and the holder of such
instruments shall nevertheless be entitled to the benefits of this Agreement.
16. Miscellaneous.
(a) This Agreement shall be binding upon Pledgor and his heirs and
personal representatives, and shall inure to the benefit of, and be
enforceable by, Lender and its successors and assigns. None of the terms or
provisions of this Agreement may be waived, altered, modified or amended,
except in writing duly signed by Lender and Pledgor.
(b) The Pledgor will do all such acts, and will furnish to Lender all
such financing statements, certificates, opinions and other documents, and
will do or cause to be done all such other things, as Lender may reasonably
request from time to time in order to give full effect to this Agreement
and to secure the rights of Lender hereunder.
(c) The use of any gender herein shall include all genders. The
singular shall include the plural and vice versa.
(d) The section titles contained in this Agreement are and shall be
without substantive meaning or content of any kind whatsoever.
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<PAGE>
17. Notices. All notices, demands and other communications required or
which may be given or served upon Pledgor or Lender shall be given in the manner
provided therefor in the Amended and Restated Revolving Credit Agreement, except
if to Pledgor, at:
Micky Arison
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
with a copy to:
Arnaldo Perez, Esq.
Legal Department
Carnival Place
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
18. Waiver of Jury Trial. UNLESS OTHERWISE REQUIRED BY LAW, NEITHER
THE PLEDGOR NOR LENDER SHALL SEEK A JURY TRIAL ON ANY LAWSUIT, PROCEEDING, OR
COUNTERCLAIM BASED UPON, OR ARISING OUT OF THIS GUARANTEE, OR THE RELATIONSHIP
BETWEEN THE PLEDGOR AND LENDER. IF THE SUBJECT MATTER OF ANY SUCH LAWSUIT IS ONE
IN WHICH THE WAIVER OF A JURY TRIAL IS PROHIBITED, NEITHER THE PLEDGOR NOR
LENDER SHALL PRESENT AS A COUNTERCLAIM IN SUCH A LAWSUIT, ANY CLAIM ARISING OUT
OF THIS GUARANTEE. FURTHERMORE, NEITHER THE PLEDGOR NOR LENDER SHALL SEEK TO
CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED, WITH ANY SUCH
ACTION IN WHICH A JURY TRIAL CANNOT BE WAIVED.
19. Governing Law. In all respects, including all matters of
construction, validity and performance, this Agreement and the obligations
arising hereunder shall be governed by, and construed in accordance with, the
laws of the State of Florida (exclusive of its choice-of-law principles)
applicable to contracts made and performed in such state, and any applicable
laws of the United States of America. Pledgor consents to personal jurisdiction
before the Circuit Court in and for Dade County, Florida and any United States
District Court sitting in Dade County, Florida. Pledgor waives any objection
which he may now or hereafter have to the laying of venue in Dade County,
Florida of any suit, action or proceeding arising out of or relating to this
Agreement or the obligations created hereunder and further waives any claim that
Dade County, Florida is not a convenient forum of any such suit, action or
proceeding. Service of process on Pledgor in any action arising out of or
relating to
Page 42 of 43
<PAGE>
this Agreement shall be effective if mailed to Pledgor at Carnival Place, 3655
N.W. 87th Avenue, Miami, Florida 33178-2428.
IN WITNESS WHEREOF, the parties have entered into this Amended and
Restated Stock Pledge Agreement the date first above written and Pledgor's
signature below has been duly acknowledged by an authorized notary public.
BARNETT BANK OF SOUTH FLORIDA, N.A.
By
Name:
Title:
Micky Arison
STATE OF FLORIDA )
) ss.
COUNTY OF DADE )
The foregoing instrument was acknowledged before me this 4th day of October
1996, by MICKY ARISON, who is personally known by me and who (did not) take an
oath.
NOTARY PUBLIC
Print Name
My commission expires:
Page 43 of 43
