SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
APRIL 23, 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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such
class). (See Rule 13d-7.)
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.
Page 1 of 68
<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 52
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 68
<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 68
<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: 71,957,142
Shares Bene-
ficially 8) Shared Voting Power: 522,094
Owned by
Each Report- 9) Sole Dispositive Power: 71,957,142
ing Person
With 10) Shared Dispositive Power: 522,094
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
72,479,236
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):
31.5%
14) Type of Reporting Person (See Instructions): IN
Page 4 of 68
<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: 3,175,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 3,175,000
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,175,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.4%
14) Type of Reporting Person (See Instructions): CO
Page 5 of 68
<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):
1.1%
14) Type of Reporting Person (See Instructions): 00
Page 6 of 68
<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: 3,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 3,000,000
ing Person
With 10) Shared Dispositive Power: 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 68
<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 68
<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):
6.5%
14) Type of Reporting Person (See Instructions): 00
Page 9 of 68
<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 68
<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 68
<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):
1.5%
14) Type of Reporting Person (See Instructions): IN
Page 12 of 68
<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: 1,900,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,900,000
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,900,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.8%
14) Type of Reporting Person (See Instructions): 00
Page 13 of 68
<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: 3,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 3,000,000
ing Person
With 10) Shared Dispositive Power: 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):
1.6%
14) Type of Reporting Person (See Instructions): CO
Page 14 of 68
<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: -0-
Shares Bene-
ficially 8) Shared Voting Power: 26,532,726
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):
11.5%
14) Type of Reporting Person (See Instructions): IN
Page 15 of 68
<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):
3.5%
14) Type of Reporting Person (See Instructions): CO
Page 16 of 68
<PAGE>
CUSIP NO. 143658 10 2
A. Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
KENTISH LIMITED
B. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ X]
C. SEC Use Only
D. Source of Funds (See Instructions): Not Applicable
E. Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
F. Citizenship or Place of Organization: Isle of Man, United
Kingdom
Number of G. Sole Voting Power: 15,042,858
Shares Bene-
ficially H. Shared Voting Power: -0-
Owned by
Each Report- I. Sole Dispositive Power: -0-
ing Person
With J. Shared Dispositive Power: 15,042,858
K. Aggregate Amount Beneficially Owned by Each Reporting Person:
15,042,858
L. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [ ]
M. Percent of Class Represented by Amount in Row (11):
6.5%
N. Type of Reporting Person (See Instructions): C0
Page 17 of 68
<PAGE>
The joint statement on Schedule 13D dated December 18, 1987, as
amended and restated on October 19, 1993, as further amended by Amendment
No. 1 dated December 22, 1993, as further amended by Amendment No. 2
dated September 26, 1994, as further amended by Amendment No. 3 dated
April 20, 1995 and as further amended by Amendment No. 4 dated November
22, 1995 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 and restated in
its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A Common Stock, par value
$.01 per share (the "Class A Common Stock"), of Carnival Corporation, a
Panamanian corporation (the "Issuer"). The Issuer maintains its
principal executive offices at 3655 N.W. 87th Avenue, Miami, Florida
33178-2428.
Page 18 of 68
<PAGE>
The Amended and Restated Articles of Incorporation of the
Issuer also authorize 100,500,000 shares of Class B Common Stock, $.01
par value per share (the "Class B Common Stock"). The Class B Common
Stock is not publicly traded. Each share of Class A Common Stock is
entitled to one vote and each Share of Class B Common Stock is 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. The holders of Class B
Common Stock, voting as a separate class, are entitled to elect 75% of
the directors to be elected, so long as the number of 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. 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. Because the holder of Class B Common Stock has
agreed in a shareholders' agreement with the Company that it will not
convert its shares of Class B Common Stock
Page 19 of 68
<PAGE>
into shares of Class A Common Stock until July 1, 1997, the holdings of Class
B Common Stock is not reflected in this statement.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) TAMMS Investment Company,
Limited Partnership, a Delaware limited partnership ("TAMMS L.P.") with
respect to shares of Class A Common Stock beneficially owned by it; (ii)
TAMMS Management Corporation, a Delaware corporation ("TAMMS Corp."),
with respect to shares of Class A Common Stock beneficially owned by it;
(iii) Ted Arison with respect to shares of Class A Common Stock
beneficially owned by him; (iv) the Arison Foundation, Inc., a private
foundation for the benefit of certain charities (the "Foundation"), with
respect to shares of Class A Common Stock beneficially owned by it; (v)
the Continued Trust for Michael Arison, a Delaware trust (the "Michael
Arison Continued Trust"), with respect to shares of Class A Common Stock
beneficially owned by it; (vi) the Shari Arison Irrevocable Guernsey
Trust, a Guernsey trust (the "Shari Arison Guernsey Trust"), with respect
to shares of Class A Common Stock beneficially owned by it; (vii) the
Continued Trust for Shari Arison Dorsman, a Delaware trust (the "Shari
Arison Continued Trust"), with respect to shares of Class A Common Stock
beneficially owned by it; (viii) The Ted Arison 1994 Irrevocable Trust for
Shari No. 1, a Jersey Trust (the "Shari Arison Trust No. 1"), with respect to
Page 20 of 68
<PAGE>
shares of Class A Common Stock beneficially owned by it; (ix)
the Marilyn B. Arison Irrevocable Delaware Trust, a Delaware trust (the
"Marilyn Arison Delaware Trust"), with respect to shares of Class A
Common Stock beneficially owned by it; (x) the Continued Trust for Micky
Arison, a Delaware trust (the "Micky Arison Continued Trust"), with
respect to shares of Class A Common Stock beneficially owned by it;
(xi) Micky Arison with respect to shares of Class A Common Stock
beneficially owned by him; (xii) the Ted Arison Charitable Trust (the
"Ted Arison Charitable Trust"), with respect to the shares of Class A
Common Stock beneficially owned by it; (xiii) A.H.W. Limited, a Guernsey
corporation ("A.H.W. Limited"), with respect to shares of Class A Common
Stock beneficially owned by it; (xiv) Andrew H. Weinstein with respect to
shares of Class A Common Stock beneficially owned by him; (xv) TAF
Management Company, a Delaware corporation ("TAF Management"), with
respect to shares of Class A Common Stock beneficially owned by it; and
(xvi) Kentish Limited, an Isle of Man corporation ("Kentish"), with
respect to shares of Class A Common Stock beneficially owned by it (such
entities and persons being sometimes hereinafter referred to as the
"Reporting Persons"). Micky Arison, Ted Arison's son, is the Chairman,
Chief Executive Officer and a Director of the Issuer, President and
Treasurer of TAMMS Corp. and beneficiary of the Micky Arison Continued
Trust. Shari Arison, Ted Arison's daughter, is a
Page 21 of 68
<PAGE>
Director of the Issuer, President and a trustee of the Foundation and the
beneficiary of the Shari Arison Guernsey Trust, the Shari Arison Continued
Trust and the Shari Arison Trust No. 1. The Foundation is directed by six
trustees, a majority of whom are affiliates of Mr. Ted Arison. Michael Arison,
the son of Ted Arison, is the beneficiary of the Michael Arison Continued
Trust. Marilyn Arison, the wife of Ted Arison, is the beneficiary of the
Marilyn Arison Delaware Trust. Andrew H. Weinstein is an officer and
sole shareholder of TAF Management, the corporate trustee of the Michael
Arison Continued Trust, the Shari Arison Continued Trust, the Micky
Arison Continued Trust and the Marilyn Arison Delaware Trust and is the
sole shareholder of A.H.W. Limited, which is the trustee of the Shari
Arison Guernsey Trust, and of Kentish, which is the protector of the
Shari Arison Trust No. 1.
(b) and (c)(i) TAMMS L.P. is a Delaware limited partnership
formed for the purpose of, among other things, investing in, owning,
selling, acquiring, managing and exercising the voting rights associated
with marketable securities, including securities issued by the Issuer.
The principal business office of TAMMS L.P. is located at 1201 N. Market
Street, 18th Floor, Wilmington, Delaware 19899. The general partners
and limited partners of TAMMS L.P. are as follows:
Page 22 of 68
<PAGE>
(1) TAMMS Corp., the Managing General Partner of TAMMS
L.P., has approximately a .70% interest in the Class A Common Stock held
by TAMMS L.P.
(2) Ted Arison, the Non-Managing General Partner of TAMMS
L.P., has approximately a 21.69% interest in the Class A Common Stock
held by TAMMS L.P.
(3) The Shari Arison Continued Trust, a Class A Limited
Partner of TAMMS L.P., has approximately a 16.27% interest in the Class A
Common Stock held by TAMMS L.P.
(4) The Michael Arison Continued Trust, a Class A Limited
Partner of TAMMS L.P., has approximately a 16.27% interest in the Class A
Common Stock held by TAMMS L.P.
(5) The Shari Arison Guernsey Trust, a Class A Limited
Partner of TAMMS L.P., has approximately a 23.64% interest in the Class A
Common Stock held by TAMMS L.P.
(6) The Marilyn Arison Delaware Trust, a Class A Limited
Partner of TAMMS L.P., has approximately a 21.44% interest in the Class A
Common Stock held by TAMMS L.P.
(c)(ii) TAMMS Corp. is a Delaware corporation, the principal
business of which is acting as Managing General Partner of TAMMS L.P.
Its business address is P.O. Box APTDO. 1774-1002, San Jose, Costa Rica.
The name, residence or business address and principal occupation or
Page 23 of 68
<PAGE>
employment of each director, executive officer and controlling person of
TAMMS Corp. are as follows:
<TABLE>
<CAPTION>
NAME RESIDENCE OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR
EMPLOYMENT
<S> <C> <C>
Ted Arison Marcaz Golda, 23 Shaul Investor
Hamelech Boulevard, Tel-Aviv
64367 Israel
Micky Arison 3655 N.W. 87th Avenue Chairman of the Board and
Miami, FL 33178-2428 Chief Executive Officer of
the Issuer
Johannes R. Kramer Morris, Nichols, Arsht & Attorney-at-Law at Morris,
Tunnell Nichols, Arsht & Tunnell
1201 N. Market Street ("MNA&T")
Wilmington, DE 19899
Walter C. Tuthill Morris, Nichols, Arsht & Attorney-at-Law at MNA&T
Tunnell
1201 N. Market Street
Wilmington, DE 19899
Denison H. Hatch, Jr. Morris, Nichols, Arsht & Attorney-at-Law at MNA&T
Tunnell
1201 N. Market Street
Wilmington, DE 19899
Arnaldo Perez 3655 N.W. 87th Avenue Secretary and General Counsel
Miami, FL 33178-2428 of the Issuer
Henry Eckstein Properties of Hamilton, Inc. Real Property Manager and
555 N.E. 34th Street, Suite Advisor
201
Miami, FL 33137
</TABLE>
MNA&T is a law firm whose business address is 1201 N. Market
Street, Wilmington, Delaware 19899.
Page 24 of 68
<PAGE>
(c)(iii) Mr. Ted Arison is an investor. Mr. Arison's business
address is Marcaz Golda, 23 Shaul Hamelech Boulevard, Tel Aviv 64367
Israel.
(c)(iv) The Foundation is a private charitable foundation
organized under the laws of the State of Florida, established by Mr. Ted
Arison, for the benefit of certain charities. The business address of
the Foundation is 3655 N.W. 87th Avenue, 5th Floor, Miami, Florida
33178-2428. The name, residence or business address and principal
occupation or employment of each trustee, executive officer and
controlling person of the Foundation are as follows:
<TABLE>
<CAPTION>
NAME RESIDENCE OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR
EMPLOYMENT
<S> <C> <C>
Shari Arison 3655 N.W. 87th Avenue President, Secretary and
Miami, FL 33178-2428 Treasurer of the Foundation
Robert B. Sturges 3250 Mary Street President, Gaming Division of
Miami, FL 33133 CHC International, Inc.
Marilyn Arison Marcaz Golda, 23 Shaul Trustee of the Foundation
Hamelech Boulevard, Tel-Aviv
64367 Israel
Madeleine Arison{1} 3655 N.W. 87th Avenue Trustee of the Foundation
Miami, FL 33178-2428
Arnaldo Perez Described above Described above
Micky Arison Described above Described above
</TABLE>
- ----------------------------
1/ Madeleine Arison is the wife of Mr. Micky Arison
Page 25 of 68
<PAGE>
(c)(v) The Michael Arison Continued Trust is a Delaware
trust established for the benefit of Michael Arison. The business
address of the Michael Arison Continued Trust is 1201 North Market
Street, Wilmington, Delaware 19899-1347. The sole trustee of the Michael
Arison Continued Trust is TAF Management, a Delaware corporation whose
principal purpose is to serve as trustee for certain trusts established
for the benefit of members of the Arison family. The name, residence or
business address and principal occupation or employment of each director,
executive officers and controlling person of TAF Management are as
follows:
<TABLE>
<CAPTION>
NAME RESIDENCE OR PRINCIPAL
BUSINESS ADDRESS OCCUPATION OR
EMPLOYMENT
<S> <C> <C>
Andrew H. Weinstein Holland & Knight Attorney-at-Law at Holland &
701 Brickell Ave., Knight
30th Floor
Miami, FL 33131
Johannes R. Krahmer Described above Described above
Thomas R. Pulsifer Morris, Nichols, Arsht & Attorney-at-Law at MNA&T
Tunnel
1201 N. Market Street
Wilmington, DE 19899
Denison H. Hatch, Jr. Described above Described above
</TABLE>
(c)(vi) The Shari Arison Guernsey Trust is a Guernsey trust
established for the benefit of Shari Arison. The business address of the
Shari Arison Guernsey Trust is
Page 26 of 68
<PAGE>
c/o Barings (Guernsey) Limited, P.O. Box 71, Arnold House, St. Julian's Avenue,
St. Peter Port, Guernsey, Channel Islands. The sole trustee of the Shari Arison
Guernsey Trust is A.H.W. Limited. The name, resident or business address and
principal occupation or employment of each director, executive officers and
controlling person of A.H.W. Limited are set forth in Item 2(c)(xiii).
(c)(vii) The Shari Arison Continued Trust is a Delaware trust
established for the benefit of Shari Arison. The business address of the
Shari Arison Continued Trust is 1201 North Market Street, Wilmington,
Delaware 19899-1347. The sole trustee of the Shari Arison Continued
Trust is TAF Management. The name, residence or business address and
principal occupation or employment of each director, executive officers
and controlling person of TAF Management are set forth in Item 2(c)(v).
(c)(viii) The Ted Arison 1994 Irrevocable Trust for Shari No.
1 is a Jersey trust established for the benefit of Shari Arison. The
address of the trust is c/o Cititrust (Jersey) Limited, P.O. Box 728, 38
Esplanade, St. Helier, Jersey, Channel Islands. The sole trustee of the
trust is Cititrust (Jersey) Limited, which is a company organized under
the laws of Jersey, Channel Islands, the principal business of which is
the provision of trustee company services.
Page 27 of 68
<PAGE>
(c)(ix) The Marilyn Arison Delaware Trust is a Delaware trust
established for the benefit of Marilyn B. Arison. The business address
of the Marilyn Arison Delaware Trust is 1201 North Market Street,
Wilmington, Delaware 19899-1347. The sole trustee of the Marilyn Arison
Delaware Trust is TAF Management. The name, residence or business
address and principal occupation or employment of each director,
executive officers and controlling person of TAF Management are set forth
in Item 2(c)(v).
(c)(x) The Micky Arison Continued Trust is a Delaware trust
established for the benefit of Micky Arison. The business address of the
Micky Arison Continued Trust is 1201 North Market Street, Wilmington,
Delaware 19899-1347. The sole trustee of the Continued Trust for Micky
Arison is TAF Management. The name, residence or business address and
principal occupation or employment of each director, executive officers
and controlling person of TAF Management are set forth in Item 2(c)(v)
above.
(c)(xi) Mr. Micky Arison is the Chairman of the Board, Chief
Executive Officer and a Director of the Issuer. Mr. Arison's business
address is 3655 N.W. 87th Avenue, Miami, Florida 33178-2428.
(c)(xii) The Ted Arison Charitable Trust is a Jersey trust
established for the benefit of certain charities. The address of the
trust is 6/7 Mulcaster Street, St. Helier, Jersey JE4 8TL, Channel Islands. The
Page 28 of 68
<PAGE>
sole trustee of the trust is The Royal Bank of Scotland Trust Company (Jersey)
Limited, which is a company organized under the laws of Jersey, Channel Islands,
the principal business which is banking and providing executor or trustee
company services.
(c)(xiii) A.H.W. Limited is a Guernsey corporation the
principal business of which is to carry on the business of an executor or
trustee company generally. The address of A.H.W. Limited is c/o Barings
(Guernsey) Limited, P.O. Box 71, Arnold House, St. Julian's Avenue, St.
Peter Port, Guernsey, Channel Islands. The name, residence or business
address and principal occupation or employment of each director,
executive officer and controlling person of A.H.W. Limited are as
follows:
Page 29 of 68
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL
RESIDENCE OR OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
<S> <C> <C>
Andrew H. Weinstein Described Above Described Above
(Controlling Person)
Nigel Peter de la Rue P.O. Box 71 Banker & Company Director
Arnold House
St. Julian's Avenue
St. Peter Port
Guernsey GY1 3DA
Channel Islands
James Colin Trott P.O. Box 71 Banker & Company Director
Arnold House
St. Julian's Avenue
St. Peter Port
Guernsey GY1 3DA
Channel Islands
Allan Michael Wilkinson P.O. Box 71 Banker & Company Director
Arnold House
St. Julian's Avenue
St. Peter Port
Guernsey GY1 3DA
Channel Islands
William Nicholas Collins P.O. Box 71 Banker & Company Director
Arnold House
St. Julian's Avenue
St. Peter Port
Guernsey GY1 3DA
Channel Islands
</TABLE>
(c)(xiv) Andrew H. Weinstein is a partner at the law firm of
Holland & Knight. Mr. Weinstein's business
Page 30 of 68
<PAGE>
address is Holland & Knight, 701 Brickell Avenue, 30th Floor, Miami,
Florida 33131.
(c)(xv) TAF Management is a Delaware corporation whose
principal purpose is to serve as trustee for certain trusts established
for the benefit of Arison family members. The name, residence or
business address and principal occupation or employment of each director,
executive officer and controlling person of TAF Management are set forth
in Item 2(c)(v) above.
(c) (xvi) Kentish Limited is an Isle of Man Corporation, the
principal business of which is to serve as a protector of certain trusts.
The address of the corporation is St. James's Chambers, Athol Street,
Douglas, Isle of Man. The corporation is the protector of Shari Arison
Trust No. 1 and has certain voting and dispositive rights with respect to
the Class A Common Stock held by such trust.
The name, residence or business address and principal
occupation or employment of each director, executive officer and
controlling person of Kentish are as follows:
Page 31 of 68
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL
RESIDENCE OR OCCUPATION OR
NAME BUSINESS ADDRESS EMPLOYMENT
<S> <C> <C>
Alan Crowther 30 Cronk Drean Trust Administrator, Barings
(Director) Douglas, Isle of Man (Isle of Man) Limited
Philip Peter Manderley Managing Director and
Scales (Director and 31 Selborne Drive Chartered Secretary, Barings
Secretary) Douglas, Isle of Man (Isle of Man) Limited
Andrew H. Weinstein Holland & Knight Attorney-at-law, Holland &
(Controlling Person) 701 Brickell Avenue, 30th Knight
Floor
Miami, FL 33131
</TABLE>
(d) During the last five years, none of the Reporting Persons
nor any of their respective general partners, executive officers,
directors or controlling persons was convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons
nor any of their respective general partners, executive officers,
directors or controlling persons was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in or
being subject to a judgment, decree or final order enjoining such person
from future violations of or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation of such
laws by any such person.
Page 32 of 68
<PAGE>
(f) The natural persons who are Reporting Persons or officers,
directors or controlling persons of the Reporting Persons have the
following citizenship:
Madeleine Arison, Marilyn Arison, Micky Arison, Denison H.
Hatch, Jr., Johannes R. Krahmer, Thomas R. Pulsifer, Robert B.
Sturges, Walter C. Tuthill, Arnaldo Perez and Andrew H.
Weinstein: United States;
Ted Arison: Israel;
Shari Arison: Israel and United States;
William Nicholas Collins, Alan Crowther, Nigel Peter de la Rue,
Philip Peter Scales, James Colin Trott, Allan Michael
Wilkinson: British.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
N/A
ITEM 4. PURPOSE OF TRANSACTION.
The original general and limited partners of TAMMS L.P.
originally formed TAMMS L.P. and transferred their shares of Class A
Common Stock to TAMMS L.P. in order to facilitate the management of the
contributed shares and for certain estate and tax planning purposes.
Since the formation of TAMMS L.P. as previously reported in this
Schedule 13D, there have been transfers of partnership interests in TAMMS
L.P., withdrawals and transfers of shares of Class A Common Stock between
and among the Reporting Persons and sales of shares of Class A Common
Stock by certain Reporting Persons both to Reporting Persons and third
parties to accommodate certain investment, charitable, estate and tax
planning purposes. Although the Reporting Persons have no current plans
to sell any of their holdings,
Page 33 of 68
from time to time they may, individually or as a group, sell shares of Class A
Common Stock in market transactions or otherwise. The Foundation and the Ted
Arison Charitable Trust hold their shares of Class A Common Stock primarily to
afford them the abilityto raise funds, in connection with their charitable
activities, by selling such shares from time to time.
Since the last report, the Reporting Persons have restructured
their aggregate holdings of Class A Common Stock with respect to
3,775,000 shares of Class A Common Stock. This was accomplished by (a)
the sale by (i) Ted Arison of 2,000,000 shares of Class A Common Stock
for $27.50 per share, (ii) the Ted Arison Charitable Trust of 100,000
shares of Class A Common Stock for $28.749 per share and (iii) the
Foundation of 275,000 shares of Class A Common Stock: 50,000 shares for
$23.526 per share, 25,000 shares for $28.25 per share, 50,000 shares for
$28.475 per share, 50,000 shares for $27.625 per share, 1,300 shares for
$27.50 per share, 48,700 shares for $27.50 per share, and 50,000 shares
for $28.375 per share; (b) the distribution to Marilyn Arison of
1,300,000 shares of Class A Common Stock by the Marilyn Arison Delaware
Trust and (c) the vesting on May 30, 1996 of options granted to Micky
Arison exercisable as to 200,000 shares of Class A Common Stock at a
purchase price for each share of $22.50.
Page 34 of 68
<PAGE>
The transfers of shares by the Reporting Persons in the 1996
Transactions (as defined below in "Interests in Securities of the
Issuer") were effected for certain investment and charitable 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.
On February 27, 1996, Ted Arison sold 2,000,000 shares of Class
A Common Stock at a price of $27.50 per share in accordance with Rule 144
promulgated under the Securities Act of 1933, as amended (the "Securities
Act").
On March 6, 1996, the Ted Arison Charitable Trust sold 100,000
shares of Class A Common Stock at a price of $28.7493 per share.
On each of January 5, February 27, March 5, March 19, April 2,
April 18 and April 23, 1996, the Foundation sold 50,000 shares of Class A
Common Stock at $23.526 per share, 25,000 shares at $28.25 per share,
50,000 shares at $28.475 per share, 50,000 shares at $27.625 per share,
1,300 shares at $27.50 per share, 48,700 shares at $27.50 and 50,000
shares at $28.375, respectively, in accordance with Rule 144 promulgated
under the Securities Act.
On April 26, 1996, TAF Management Company as trustee of the
Marilyn Arison Delaware Trust distributed 1,300,000 shares of Class A
Common Stock to Marilyn B.
Page 35 of 68
<PAGE>
Arison who in turn, contributed such shares to the New World Symphony Supporting
Foundation, Inc.
On May 30, 1996, options granted to Micky Arison exercisable as
to 200,000 shares of Class A Common Stock at a purchase price of $22.50
per share vested.
The foregoing Transactions are referred to herein as the "1996
Transactions".
TAMMS L.P. may be deemed to own beneficially 2,332,457.34
shares of Class A Common Stock (approximately 1.0% of the total number of
shares of Class A Common Stock reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ending February 29, 1996 to be outstanding
as of April 8, 1996). TAMMS L.P. has sole voting power and sole
dispositive power over the 2,332,457.34 of such shares of Class A Common
Stock held by TAMMS L.P.
TAMMS Corp. is the Managing General Partner of TAMMS L.P. and
as such is entitled, pursuant to the Limited Partnership Agreement, to
exercise all voting rights with respect to the Class A Common Stock held
by TAMMS L.P. TAMMS Corp. may be deemed to own beneficially all the
2,332,457.34 shares of Class A Common Stock (approximately 1.0% of the
total number of shares of Class A Common Stock reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending February 29, 1996 to
be outstanding as of April 8, 1996) beneficially owned by TAMMS L.P.
TAMMS Corp. has sole voting power over the 2,332,457.34 shares of Class
Page 36 of 68
<PAGE>
A Common Stock directly held by TAMMS L.P. Pursuant to the Limited
Partnership Agreement, the Managing General Partner of TAMMS L.P. can
dispose of up to 10% in value of the property of TAMMS L.P. To dispose
of a greater amount of the property, consent of a majority interest of
the partners in TAMMS L.P. is needed. Thus, TAMMS Corp. has sole
dispositive power over 233,246 shares of Class A Common Stock held by
TAMMS L.P. and shares dispositive power over the remaining 2,099,211.34
shares of Class A Common Stock held by TAMMS L.P.
Following the 1996 Transactions, Ted Arison beneficially owns
an aggregate of 72,479,236 shares of Class A Common Stock (approximately
31.5% of the total number of shares of Class A Common Stock reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ending
February 29, 1996 to be outstanding as of April 8, 1996), 71,957,142 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 71,957,142 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
Page 37 of 68
<PAGE>
disclaims beneficial ownership of 1,810,363.34 of such shares which are
beneficially owned by the other 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. Ted Arison
may also be deemed to beneficially own the 1,900,000 shares of Class A
Common Stock held by the Ted Arison Charitable Trust; however, Ted Arison
disclaims beneficial ownership of such shares, which have not been shown
herein as being beneficially owned by him.
Following the 1996 Transactions, the Foundation beneficially
owns 3,175,000 shares of Class A Common Stock (approximately 1.4% of the
total number of shares reported in the Issuer's Quarterly Report on Form
10-Q for the quarter ending February 29, 1996 to be outstanding as of
April 8, 1996), all of which it holds directly. The Foundation has sole
voting power and sole dispositive power with respect to the 3,175,000
shares of Class A Common Stock held by it.
The Michael Arison Continued Trust beneficially owns an
aggregate of 2,379,504.68 shares of Class A Common Stock (approximately
1.1% of the total number of shares of Class A Common Stock reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ending
February 29, 1996 to be outstanding as of April 8, 1996), 2,000,000 of
which it holds directly and 379,504.68 of which it owns
Page 38 of 68
<PAGE>
beneficially by virtue of its interest in TAMMS L.P. The Michael Arison
Continued Trust has sole voting and dispositive power with respect to the
2,000,000 shares of Class A Common Stock held by it and shared dispositive power
over the 379,504.68 shares of Class A Common Stock held by TAMMS L.P.
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 reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending February 29, 1996 to
be outstanding as of April 8, 1996), 3,000,000 of which it holds directly
and 551,354 of which it holds beneficially by virtue of its interest in
TAMMS L.P. The Shari Arison Guernsey Trust has sole voting and
dispositive power with respect to the 3,000,000 shares of Class A Common
Stock held by it and shared dispositive power over the 551,354 shares of
Class A Common Stock held by TAMMS L.P.
The Shari Arison Continued Trust beneficially owns an aggregate
of 2,379,504.66 shares of Class A Common Stock (approximately 1.1% of the
total number of shares of Class A Common Stock reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending February 29, 1996 to
be outstanding as of April 8, 1996), 2,000,000 of which it holds directly
and 379,504.66 of which it holds beneficially by virtue of its interest
in TAMMS L.P. The Shari Arison
Page 39 of 68
<PAGE>
Continued Trust has sole voting and dispositive power with respect to the
2,000,000 shares of Class A Common Stock held by it and shares dispositive power
over the 379,504.66 shares of Class A Common Stock held by TAMMS L.P.
The Shari Arison Trust No. 1 beneficially owns the 15,042,858
shares of Class A Common Stock for which it exercises shared dispositive
power (approximately 6.5% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February
29, 1996 to be outstanding as of April 8, 1996). Kentish is the
protector of the Shari Arison Trust No. 1 and pursuant to the terms of
the trust instrument for such trust has certain voting and dispositive
powers in respect of the 15,042,858 shares of Class A Common Stock held
by it. Accordingly, Kentish may be deemed to beneficially own such
shares for which it exercises sole voting and shared dispositive power.
Kentish disclaims beneficial ownership of such shares.
Following the 1996 Transactions, the Marilyn Arison Delaware
Trust beneficially owns an aggregate of 1,700,000 shares of Class A
Common Stock (approximately .7% of the total number of shares of Class A
Common Stock reported in the Issuer's Quarterly Report on Form 10-Q for
the quarter ending February 29, 1996 to be outstanding as of April 8,
1996), 1,200,000 of which it holds directly and 500,000 of which it holds
beneficially by virtue of its
Page 40 of 68
<PAGE>
interest in TAMMS L.P. The Marilyn B. Arison Delaware Trust has sole voting and
dispositive power with respect to the 1,200,000 shares of Class A Common Stock
held by it and shared dispositive power over the 500,000 shares of Class A
Common Stock held by TAMMS L.P.
The Micky Arison Continued Trust beneficially owns an
aggregate of 1,479,504.66 shares of Class A Common Stock (approximately
0.6% of the total number of shares of Class A Common Stock reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ending
February 29, 1996 to be outstanding as of April 8, 1996), all of which it
holds directly. The Micky Arison Continued Trust has sole voting power
and dispositive power with respect to 1,479,504.66 of the shares of Class
A Common Stock held by it.
Micky Arison beneficially owns an aggregate of 3,451,354 shares
of Class A Common Stock (approximately 1.5% of the total number of shares
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ending February 29, 1996 to be outstanding as of April 8, 1996). Micky
Arison has sole dispositive power with respect to the 3,451,354 shares of
Class A Common Stock that he holds directly.
Because of his status as President and Treasurer of TAMMS
Corp., Micky Arison may be deemed to share voting power with respect to
the 2,332,457.34 shares of Class A
Page 41 of 68
<PAGE>
Common Stock beneficially owned by TAMMS L.P. Micky Arison disclaims beneficial
ownership of the 2,332,457.34 shares of Class A Common Stock owned by TAMMS L.P.
which are beneficially owned by the limited partners of TAMMS L.P. All such
disclaimed shares are not shown herein as beneficially owned by Micky Arison.
Following the 1996 Transactions, the Ted Arison Charitable
Trust beneficially owns 1,900,000 shares of Class A Common Stock
(approximately 0.8% of the total number of shares of Class A Common Stock
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ending February 29, 1996 to be outstanding as of April 8, 1996), all of
which it holds directly. The Ted Arison Charitable Trust may be deemed
to share with Ted Arison both voting and dispositive power with respect
to the 1,900,000 shares of Class A Common Stock held by it.
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 reported in the Issuer's Quarterly Report
on Form 10-Q for the quarter ending February 29, 1996 to be outstanding
as of April 8, 1996), by virtue of being the trustee of the Shari Arison
Guernsey Trust. A.H.W. Limited has sole voting and dispositive power
over 3,000,000 shares of Class A Common Stock directly held by the Shari
Arison Guernsey Trust. A.H.W. Limited shares dispositive power over such
551,354
Page 42 of 68
<PAGE>
shares of Class A Common Stock held by TAMMS L.P. A.H.W. Limited
disclaims beneficial ownership of such shares.
Following the 1996 Transactions, Andrew H. Weinstein
beneficially owns an aggregate of 26,532,726 shares of Class A Common
Stock (approximately 11.5% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February
29, 1996 to be outstanding as of April 8, 1996), by virtue of being the
sole shareholder of A.H.W. Limited, the trustee of the Shari Arison
Guernsey Trust, and of TAF Management, the trustee of the Michael Arison
Continued Trust, the Shari Arison Continued Trust, the Micky Arison
Continued Trust and the Marilyn Arison Delaware Trust. Mr. Weinstein may
be deemed to share voting and dispositive power with respect to all such
shares of Class A Common Stock. Andrew H. Weinstein, as the sole
shareholder of Kentish, may be deemed to beneficially own the 15,042,858
shares of Class A Common Stock held by the Shari Arison Trust No. 1 and
to have sole voting power and shared dispositive power over such shares.
Mr. Weinstein disclaims beneficial ownership of all such shares of Class
A Common Stock.
Following the 1996 Transactions, TAF Management beneficially
owns an aggregate of 7,938,514 shares of Class A Common Stock
(approximately 3.5% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February
29, 1996 to be
Page 43 of 68
<PAGE>
outstanding as of April 8, 1996), by virtue of being the trustee of the Michael
Arison Continued Trust, the Shari Arison Continued Trust, the Micky Arison
Continued Trust and the Marilyn Arison Delaware Trust. TAF Management may be
deemed to share voting and dispositive power with respect to all such shares of
Class A Common Stock. TAF Management disclaims beneficial ownership of all
such shares of Class A Common Stock.
The Reporting Persons, as a group, beneficially own an
aggregate of 107,538,316 shares of Class A Common Stock (approximately
46.8% of the total number of shares of Class A Common Stock reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ending
February 29, 1996 to be outstanding as of April 8, 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 1996 Transactions, the Reporting Persons have
effected no transactions in shares of Class A Common Stock during the
past 60 days.
Page 44 of 68
<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Limited Partnership Agreement, among TAMMS Corp. as
Managing General Partner, Ted Arison as Non-Managing General Partner, and
each of the Micky Arison Continued Trust, the Shari Arison Continued
Trust, the Michael Arison Continued Trust, Micky Arison, The Shari Arison
Guernsey Trust and the Marilyn B. Arison Delaware Trust as Class A
limited partners was formed for the purposes described in Item 2 above.
Pursuant to the Limited Partnership Agreement, the Managing General
Partner is specifically authorized to, among other things, (i) exercise
the voting rights associated with the Class A Common Stock owned by TAMMS
L.P., and (ii) sell, exchange or convey the shares of Class A Common
Stock owned by TAMMS L.P., provided that the Managing General Partner may
not sell, lease, transfer, assign, pledge or encumber 10% or more in
value of the property of TAMMS L.P. (including Class A Common Stock)
without the consent of partners holding in the aggregate a majority
interest in TAMMS L.P. (except in the case of withdrawal of a partner or
dissolution of TAMMS L.P.). This description of the Limited Partnership
Agreement is qualified in its entirety by reference to the Limited
Partnership Agreement which was previously filed and is incorporated
herein by reference.
Page 45 of 68
<PAGE>
Ted Arison has provided the trustee of the Ted Arison
Charitable Trust with non-binding instructions with respect to the shares
of Class A Common Stock held by such trust. Such non-binding
instructions could be deemed, for purposes of this Schedule 13D filing,
to provide Mr. Arison with shared voting and dispositive rights with
respect to the shares of Class A Common Stock held by the Ted Arison
Charitable Trust.
NationsBank of Florida, N.A. ("NationsBank") has entered into a
pledge agreement with Ted Arison pursuant to which Ted Arison has pledged
800,000 shares of Class A Common Stock as collateral for a loan.
Pursuant to the pledge agreement with NationsBank, Ted Arison is required
to increase the number of shares of Class A Common Stock pledged to
NationsBank if the market value of the pledged shares decreases below the
outstanding principal amount of the loan. In such event, Ted Arison
would be required to contribute an additional number of shares of Class A
Common Stock sufficient to maintain a loan to value (of stock pledged)
ratio of 90%.
In August 1995 Barnett Bank of South Florida, N.A. ("Barnett")
entered into a pledge agreement with Micky Arison pursuant to which Micky
Arison pledged 400,000 shares of Class A Common Stock as collateral for a
loan to Carnival Air Lines, Inc. Micky Arison agreed to pledge upon
demand of Barnett Bank additional shares of Class A Common Stock if
Page 46 of 68
the aggregate market value of the securities falls below certain levels as
specified in the pledge agreement.
On May 30, 1995, Micky Arison was granted options by the Issuer
to acquire 1,000,000 shares of Class A Common Stock at an exercise price
of $22.50 per share (the "Stock Options"). The Stock Options vest and
become exercisable at the rate of 200,000 shares on the date of the grant
and on each of the first through fourth anniversary dates of the grant.
Page 47 of 68
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 TAMMS Investment Company, Limited Partnership, Amended and
Restated Limited Partnership Agreement, dated as of
January 31, 1992 ("Limited Partnership Agreement")
(previously filed).
Exhibit 2 Amendment No. 1 to Limited Partnership Agreement dated
July 7, 1993 (previously filed).
Exhibit 3 Pledge Agreement dated as of August 6, 1992 between Ted
Arison and NationsBank of Florida, N.A.
Exhibit 4 Stock Pledge Agreement (Amendment No. 1) dated as of March
31, 1993, between Ted Arison and NationsBank of Florida,
N.A.
Exhibit 5 Stock Pledge Agreement, dated as of August 22, 1995,
between Barnett Bank of South Florida, N.A. and Micky
Arison (previously filed).
Exhibit 6 Nonqualified Stock Option Agreement, dated as of June 6,
1995, between Carnival Corporation and Micky Arison
(previously filed).
Exhibit 7 Joint Filing Agreement, dated as of June 3, 1996, among
TAMMS L.P., TAMMS Corp., Ted Arison, the Michael Arison
Continued Trust, the Micky Arison Continued Trust, the
Shari
Page 48 of 68
<PAGE>
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 Foundation, the Shari
Arison Trust No. 1 and Kentish.
Page 49 of 68
<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: June 3, 1996
SHARI ARISON IRREVOCABLE TAF MANAGEMENT COMPANY
GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE By: /s/ DENISON H. HATCH, JR.
------------------------
Secretary and Treasurer
By: /s/ JAMES C. TROTT
-------------------------
Director A.H.W. ARISON FOUNDATION, INC.
Limited
By: /s/ SHARI ARISON
------------------------
MARILYN B. ARISON IRREVOC- Shari Arison, President
ABLE DELAWARE TRUST, TAF
MANAGEMENT COMPANY, TRUSTEE TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: /s/ DENISON H. HATCH, JR.
-------------------------
Secretary and Treasurer By: TAMMS MANAGEMENT CORPORATION
Managing General Partner
By: /s/ MICKY ARISON
------------------------
A.H.W. LIMITED Micky Arison, President
By: /s/ JAMES C. TROTT
-------------------------
Director A.H.W. Limited TAMMS MANAGEMENT CORPORATION
By: /s/ MICKY ARISON
------------------------
Micky Arison, President
/s/ ANDREW H. WEINSTEIN
- -----------------------------
Andrew H. Weinstein
/s/ TED ARISON
----------------------------
Ted Arison
/s/ MICKY ARISON
----------------------------
Micky Arison
Page 50 of 68
<PAGE>
CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ DENISON H. HATCH, JR.
-------------------------
Secretary and Treasurer
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ DENISON H. HATCH, JR.
-------------------------
Secretary and Treasurer
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ DENISON H. HATCH, JR.
-------------------------
Secretary and Treasurer
THE TED ARISON CHARITABLE
TRUST, THE ROYAL BANK OF
SCOTLAND TRUST COMPANY
(JERSEY) LIMITED, TRUSTEE
/s/ LESLIE JOHN ALLAM
By: /s/ DENIZE J. WARD
-------------------------
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE
/s/ JANICE LESLEY KEARSEY
By: /s/ ROBERT JEFFREY VINCENT
--------------------------
KENTISH LIMITED
By: /s/ PHILIP P. SCALES
--------------------------
Page 51 of 68
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Page No. in
Sequential
Numbering
EXHIBITS System
<S> <C> <C>
1 TAMMS Investment Company, Limited Partnership,
Amended and Restated Limited Partnership
Agreement, dated as of January 31, 1992
("Limited Partnership Agreement") (previously
filed).
2 Amendment No. 1 to Limited Partnership
Agreement dated July 7, 1993 (previously
filed).
3 Stock Pledge Agreement dated as of August 6, 54
1992 between Ted Arison and NationsBank of
Florida, N.A.
4 Stock Pledge Agreement (Amendment No. 1) dated 62
as of March 31, 1993, between Ted Arison and
NationsBank of Florida, N.A.
5 Stock Pledge Agreement, dated as of August 22,
1995, between Barnett Bank of South Florida,
N.A. and Micky Arison (previously filed).
6 Nonqualified Stock Option Agreement, dated as
of June 6, 1995, between Carnival Corporation
and Micky Arison (previously filed).
Page 52 of 68
<PAGE>
7 Joint Filing Agreement, dated as of June 3, 67
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 Foundation, the Shari Arison
Trust No. 1 and Kentish.
</TABLE>
Page 53 of 68
<PAGE>
EXHIBIT 3
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated as of the 6th day of August, 1992,
by TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP, a Delaware limited
partnership (the "Borrower"), to NCNB NATIONAL BANK OF FLORIDA, a national
banking association (the "Bank");
W I T N E S S E T H :
WHEREAS, the Borrower is borrowing $8,800,000.00 from the Bank
(the "Loan"), such loan being evidenced by a promissory note of even date
herewith in the principal amount of $8,800,000.00 (the "Note"); and
WHEREAS, in order to induce the Bank to make the Loan, the
Borrower has agreed to pledge and assign to the Bank the issued and
outstanding shares of capital stock described herein and the rights
described herein in order to secure the payment of the Note;
NOW, THEREFORE, to induce the Bank to make the Loan, and in
consideration of the premises and the mutual covenants and agreements
herein contained, and for other good and valuable consideration, the
parties hereto hereby covenant, agree, represent and warrant to the Bank as
follows:
1. DEPOSIT AND PLEDGE OF PLEDGED SECURITIES. The Borrower
hereby pledges and assigns to the Bank, and grants to the Bank a security
interest in 400,000 shares of capital stock of Carnival Cruise Lines Inc.,
a Panamanian corporation, represented by Certificate No. CCA 10594, and any
Additional Shares (as hereinafter defined) and any proceeds thereof, all as
security for the due and punctual payment of the Note (such Shares, and any
Additional Shares, being collectively referred to herein as the "Shares").
Contemporaneously with the execution of this Pledge Agreement,
the Borrower has deposited with the Bank the Shares, together with duly
executed endorsements thereon or separate assignments thereof (undated,
with the name of the transferee in blank and appropriate guarantees
affixed). All new shares of capital stock or securities created in respect
of the Shares, whether by stock split, stock dividend, merger,
consolidation, recapitalization or otherwise, shall be delivered by the
Borrower to, and shall be held by, the Bank subject to the terms,
provisions and conditions of this Pledge Agreement, and the term "Shares"
as used herein shall be
Page 54 of 68
<PAGE>
deemed to include all such additional and new shares or securities. Immediately
upon receipt by Borrower of any additional Shares, Borrower shall deliver the
same to the Bank by hand or by postage prepaid, certified or registered mail at
the address of the Bank then in effect under Section 14 hereof.
2. DEPOSIT AND PLEDGE OF ADDITIONAL SECURITIES. If at any time
the Market Value (as defined below) of the Shares falls below the
outstanding principal balance of the Note (such decline in Market Value
being referred to herein as an "Adjustment Event"), the Borrower shall
immediately deposit with the Bank such additional shares of the capital
stock of Carnival Cruise Lines Inc. (the "Additional Shares") as shall be
required to restore the security for the payment of the Note such that the
Shares and any Additional Shares, when valued upon an Adjustment Event at
ninety percent (90%) of the Market Value thereof, equal or exceed the
outstanding principal balance of the Note.
For purposes of this Section 2, "Market Value" shall mean the
latest price quote of the Shares (and any Additional Shares) on the
New York Stock Exchange.
The Borrower hereby covenants that any Additional Shares shall be
subject to all representations, warranties, terms, covenants, conditions or
provisions contained in this Pledge Agreement or the Note as if such
Additional Shares had originally been deposited with the Bank hereunder.
The Borrower further covenants that it shall at all times maintain in its
direct ownership a sufficient number of unencumbered shares of the capital
stock of Carnival Cruise Lines Inc. as shall enable it to fulfill its
obligations under this Section 2.
3. MAINTENANCE OF PLEDGE AND SECURITY INTEREST. The Borrower
will, from time to time, upon the request of the Bank, deliver such other
instruments and documents, financing statements, amendments thereto,
assignments or other writings as the Bank may reasonably request to carry
out the terms of this Pledge Agreement or to protect or enforce the Bank's
interest in the Shares.
4. VOTING AND OWNERSHIP OF THE SHARES/DIVIDENDS. So long as
there occurs no event of default or default in the performance of any of
the terms, provisions and conditions of this Pledge Agreement or the Note,
the Borrower shall be entitled to all cash dividends declared and paid by
Carnival Cruise Lines, Inc. and to vote the Shares, but only for purposes
not inconsistent with the covenants, obligations and agreements of the
Borrower contained in the Note and this Pledge Agreement; and immediately
upon the occurrence of any
Page 55 of 68
<PAGE>
Event of Default (as defined below), the Bank shall be entitled to exercise all
voting rights and privileges whatsoever with respect to the Shares, and to that
end the Borrower hereby constitutes the Bank as its proxy and attorney-in-fact
for purposes of voting the Shares, and this appointment shall be deemed coupled
with an interest and is and shall be irrevocable until the Note has been fully
paid and any other indebtedness of the Borrower payable to the Bank has been
fully paid, and all persons whatsoever shall be conclusively entitled to rely
upon the Bank's verbal or written certification that it is entitled to vote the
Shares. The Borrower shall execute and deliver to the Bank all additional
proxies and powers of attorney that the Bank may desire to vote more
effectively the Shares. Upon the occurrence of any Event of Default, the
Bank may vote the Shares in all matters that come before a vote of the
stockholders of Carnival Cruise Lines Inc.
5. STATUS OF SHARES. The Borrower hereby represents and
warrants to the Bank that the Shares are validly issued and outstanding,
fully paid and nonassessable, and that the Borrower is the registered and
absolute record and beneficial owner of the Shares, free and clear of all
liens, charges, equities, encumbrances and restrictions on pledge or
transfer, and that it has the full power and authority to pledge the Shares
to the Bank pursuant to this Pledge Agreement. None of the Shares shall be
sold, transferred or assigned without the Bank's prior written consent,
which may be arbitrarily withheld so long as this Pledge Agreement is in
effect.
6. MAINTENANCE OF PRIORITY OF PLEDGE. The Borrower shall be
liable for and shall from time to time pay and discharge all taxes,
assessments and governmental charges imposed upon any of the Shares by any
federal, state or local authority, the liens of which would or might be
held prior to the right of the Bank in and to the Shares. The Borrower
shall not, at any time while this Pledge Agreement is in effect, do or
suffer any act or thing whereby the rights of the Bank in the Shares would
or might be impaired or diminished. The Borrower shall execute and deliver
such further documents and take such further actions as may be reasonably
required to confirm and maintain the rights and priority of the Bank in and
to the Shares or otherwise to effectuate the intention of this Pledge
Agreement.
7. MARGIN STOCK. The proceeds of the Loan will be used by the
Borrower only for the purposes set forth in the Note. None of such
proceeds will be used, directly or indirectly, for the purposes of
purchasing or carrying any margin stock or for the purpose of reducing or
retiring any indebtedness which was originally incurred to purchase or
Page 56 of 68
<PAGE>
carry margin stock or for any other purpose which might constitute the Loan
a "purpose credit" within the meaning of Regulation U or Regulation X of
the Board of Governors of the Federal Reserve System (or any successor
body). The Borrower has not taken nor will take any action which might
cause this Pledge Agreement, the Note or any of the documents or
instruments delivered pursuant hereto or thereto to violate any regulation
of said Board or to violate the Securities Exchange Act of 1934 or any
state securities laws, in each case as in effect on the date hereof.
8. INVESTMENT COMPANY. The Borrower is not an "investment
company," or an "affiliated person" of, or "promoter" or "principal
underwriter" for, an "investment company," as such terms are defined in the
Investment Company Act of 1940, as amended. The application of the
proceeds of the Loan and repayment thereof by the Borrower and the
performance by the Borrower of the transactions contemplated by this Pledge
Agreement and the Note will not violate any provision of said Act, or any
rule, regulation or order issued by the Securities and Exchange Commission
thereunder, in each case as in effect on the date hereof.
9. EXISTENCE, QUALIFICATION, ETC. Until the Note has been paid
and satisfied in full, the Borrower will do or cause to be done all things
necessary to preserve and keep in full force and effect the existence of
the Borrower.
10. WAIVER. In any litigation in any court with respect to, in
connection with, or arising out of this Pledge Agreement or the Note, or
any instrument or document delivered pursuant to this Pledge Agreement or
the Note, or any validity, protection, interpretation, collection or
enforcement thereof, or any other claim or dispute howsoever arising
between the Borrower and the Lender, the Borrower and the Lender hereby
waive trial by jury in connection with any such litigation.
11. EVENTS OF DEFAULT. The following shall constitute Events of
Default ("Events of Default") under this Pledge Agreement:
(a) Failure by the Borrower to make any payment of any
principal of or interest on the Note or of any other amount
payable thereunder or hereunder, either by the terms hereof or
thereof or otherwise as herein or therein provided, within three
(3) days of the due date thereof; or
(b) Failure by the Borrower to perform, observe or comply
with any term, covenant, condition or provision contained in this
Pledge Agreement
Page 57 of 68
<PAGE>
within three (3) days after notice thereof by
the Bank; or
(c) Any warranty, representation or other written statement
made by the Borrower herein or in any instrument furnished by the
Borrower to the Bank pursuant to this Pledge Agreement or the
Note shall be false or misleading in any material respect on the
date as of which it is made.
12. REMEDIES UPON EVENT OF DEFAULT.
(a) Upon the occurrence of any Event of Default, or any event of
default which with notice or lapse of time or both shall constitute such
Event of Default, the Bank shall have the following rights and remedies, in
addition to all other rights and remedies provided by law or at equity, or
provided for hereunder or under the Note, all of which shall be cumulative
and may be exercised from time to time, either successively or
concurrently:
(i) To declare the Note immediately due and payable in
full, and to sell any or all of the Shares, at the option and in the
complete discretion of the Bank, either at a public or private sale or
sales for cash or upon credit or for future delivery, the Borrower
hereby waiving, to the full extent it may lawfully do so, all rights,
if any, of marshalling the Shares, and to realize upon any other
security for the payment of the Note. The Bank may bid for and
acquire the Shares or any portion thereof at any sale, free from the
redemption rights of the Borrower, and in lieu of paying cash
therefor, may make settlement for the selling price of the Shares or
part thereof by crediting upon the payment of the Note and other sums
payable by the Borrower to the Bank, the net selling price of such
Shares, after deducting all the Bank's reasonable costs and expenses
of every kind and nature therefrom, including the Bank's attorneys'
fees incurred in connection with realizing upon the Shares.
(ii) To exercise all rights of a secured party under the
Uniform Commercial Code of Florida and all other applicable laws.
(b) In the case of any sale by the Bank of the Shares or any
portion thereof on credit or for future delivery, which may be elected at
the option and in the complete discretion of the Bank, the Shares so sold
may, at the Bank's option, either be delivered to the purchaser or retained
by the Bank until the selling price is paid by the purchaser, but in either
event the Bank shall not incur any liability to the Borrower in case of
failure of the purchaser
Page 58 of 68
<PAGE>
to take up and pay for the Shares so sold. In case of any such failure, such
Shares may be sold again by the Bank in the manner provided in this Section 12.
(c) After deducting all its reasonable costs and expenses of
every kind, including without limitation, legal fees and registration fees
and expenses, if any, in connection with the sale of the Shares, the Bank
shall apply the residue of the proceeds of any sale or collection to the
payment of the Note. So long as the Bank shall act in good faith and in a
commercially reasonable manner, the Bank shall not incur any liability as a
result of the sale of the Shares or any part thereof at any private sale or
sales, and the Borrower hereby waives any claim arising by reason of the
fact that the price or prices for which the Shares or any portion thereof
are sold at such private sale or sales is less than the price which would
have been obtained at a public sale or sales or is less than the amount due
under the Note even if the Bank accepts the first offer received and does
not offer the Shares or any portion thereof to more than one offeree.
13. COOPERATION REGARDING SECURITIES LAWS. To the extent that
the Bank deems it necessary to comply with any Federal or state securities
registration requirements relating to the Shares, the Borrower shall
cooperate with the Bank and do all such registration statements and
providing such reports or furnishing such information to the Securities and
Exchange Commission as the Bank in its discretion shall deem necessary.
14. NOTICES. All notices, elections, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have
been given at the time delivered in person or mailed by first class,
postage paid, certified or registered mail, addressed to the Bank as
follows or to such other address as may be hereafter designated in writing
hereunder by the Bank:
NCNB National Bank of Florida
150 Southeast Third Avenue
Miami, Florida 33131
Attention: Denmar J. Dixon
15. MISCELLANEOUS.
(a) GOVERNING LAW. The laws of the State of Florida shall
govern the construction of this Pledge Agreement and the rights and
remedies and duties of the parties hereunder.
(b) SUCCESSORS AND ASSIGNS. This Pledge Agreement shall bind
the Borrower, its heirs and assigns, and shall inure to the benefit of the
Bank and its successors and assigns (which includes all holders of the
Note).
Page 59 of 68
<PAGE>
(c) TIME OF ESSENCE. Time shall be of the essence in the
performance of the Borrower's obligations hereunder.
(d) CAPTIONS. The captions and headings of the Sections and
Paragraphs hereof shall be ignored in interpreting the provisions of this
Pledge Agreement.
(e) SEVERABILITY. The invalidity or unenforceability of any
section, provision or term hereof shall not adversely affect the validity
or enforceability of any other section, provision or term hereof.
(f) COUNTERPARTS. This Pledge Agreement, may be executed
simultaneously in several counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
(g) COST OF COLLECTION. The Borrower shall be liable for the
payment of all reasonable fees and expenses, including attorneys' fees,
incurred in connection with the enforcement of this Pledge Agreement.
Page 60 of 68
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Pledge
Agreement to be executed, and their respective seals to be affixed hereto
and attested, all by their duly authorized representatives as of the day,
month and year first above written.
TAMMS INVESTMENT COMPANY, LIMITED
PARTNERSHIP, a Delaware limited partnership,
acting by and through its managing general
partner
WITNESS: By: TAMMS Management Corporation,
a Delaware corporation
______________________ By:____________________________
Secretary
______________________
(Corporate Seal)
WITNESS: NCNB NATIONAL BANK OF FLORIDA
______________________ By:___________________________
Senior Vice President
______________________
Page 61 of 68
<PAGE>
EXHIBIT 4
AMENDMENT NO. 1 TO
PLEDGE AGREEMENT
THIS AMENDMENT AGREEMENT, dated as of the 31st day of March,
1993, by TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP, a Delaware Limited
Partnership (the "Borrower"), to NATIONSBANK OF FLORIDA, N.A. (successor to
NCNB NATIONAL BANK OF FLORIDA, a National banking association) (the
"Bank").
W I T N E S S E T H:
WHEREAS, the Borrower has borrowed $8,800,000.00 from the Bank
(the "Loan"), such loan being evidenced by a promissory note dated August
6, 1992 in the principal amount of $8,800,000.00 (the "Note"); and
WHEREAS, in order to induce the Bank to make the Loan and to
secure payment of the Note, the Borrower pledged and assigned to the Bank
the issued and outstanding shares of capital stock described in the Pledge
Agreement between the Borrower and the Bank dated August 6, 1992 (the
"Pledge Agreement");
WHEREAS, the Borrower has requested that the Bank release the
Shares (as defined in the Pledge Agreement) and accept in replacement
thereof the capital stock owned by Ted Arison, an individual resident of
Israel (the "Arison Shares"); and
WHEREAS, the Borrower and the Bank have agreed to amend the
Pledge Agreement as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants,
promises and conditions herein set forth, it is hereby agreed as follows:
1. The term "Pledge Agreement" as used herein shall mean the
Pledge Agreement dated August 6, 1992 as hereby amended and modified.
Unless the context otherwise requires, all capitalized terms used herein
without definition shall have the definitions provided therefor in the
Pledge Agreement.
2. The preamble to the Pledge Agreement is hereby amended by
adding the following paragraph:
WHEREAS, the Borrower has requested that the
Bank release the 400,000 shares of capital stock of Carnival
Cruise Lines, Inc. ("Carnival") presently
Page 62 of 68
<PAGE>
held by the Bank as security for the payment of the Note (the
"TAMMS Shares") and the Bank has agreed to such release on the
condition that the TAMMS Shares be replaced by 400,000 shares of
Carnival's stock owned by Ted Arison, an individual resident of
the Country of Israel (the "Arison Shares").
3. Section 1 of the Pledge Agreement is hereby amended in its
entirety so that as amended it shall read as follows:
SECTION 1. DEPOSIT AND PLEDGE OF PLEDGED
SECURITIES. The Borrower hereby agrees to pledge and assign to
the Bank any Additional Shares (as hereinafter defined) and any
proceeds thereof, all as security for the due and punctual
payment of the Note. The terms "Additional Shares" and "Shares"
are used interchangeably herein and shall be deemed to have the
same meaning.
The Borrower agrees to deposit with the Bank,
when and if required under Section 2 hereof, the Shares, together
with duly executed endorsements thereon or separate assignments
thereof (undated, with the name of the transferee in blank and
appropriate guarantees affixed). All new shares of capital stock
or securities created in respect of the Shares, whether by stock
split, stock dividend, merger, consolidation, recapitalization or
otherwise, shall be delivered by the Borrower to, and shall be
held by, the Bank subject to the terms, provisions and conditions
of this Pledge Agreement, and the term "Shares" as used herein
shall be deemed to include all such additional and new shares or
securities. Immediately upon receipt by Borrower of any
additional Shares, Borrower shall deliver the same to the Bank by
hand or by postage prepaid, certified or registered mail at the
address of the Bank then in effect under Section 14 hereof.
4. Section 2 of the Pledge Agreement is hereby amended in its
entirety so that as amended it shall read as follows:
SECTION 2. DEPOSIT AND PLEDGE OF ADDITIONAL
SECURITIES. If any time the Market Value (as defined below) of
the Arison Shares falls below the outstanding principal balance
of the Note (such decline in Market Value being referred to
herein as an "Adjustment Event"), the Borrower shall immediately
deposit with the Bank such additional shares of the capital stock
of Carnival Cruise Lines
Page 63 of 68
<PAGE>
Inc. (the "Additional Shares") as shall be required to restore the
security for the payment of the Note such that the Arison Shares and
any Additional Shares, when valued upon an Adjustment Event at ninety
percent (90%) of the Market Value thereof, equal or exceed the
outstanding principal balance of the Note.
For purposes of this Section 2, "Market Value"
shall mean the latest price quote of the Arison Shares (and any
Additional Shares) on the New York Stock Exchange.
The Borrower hereby covenants that any Additional shares shall
be subject to all representations, warranties, terms, covenants,
conditions or provisions contained in this Pledge Agreement or the
Note as if such Additional Shares had originally been deposited with
the Bank hereunder. The Borrower further covenants that it shall at
all times maintain in its direct ownership a sufficient number of
unencumbered shares of the capital stock of Carnival Cruise Lines
Inc. as shall enable it to fulfill its obligations under this
Section 2.
5. CONDITIONS. As a condition to the effectiveness of this
Amendment Agreement the Borrower shall have delivered or caused to be
delivered to NationsBank (i) a copy of resolutions of the Board of
Directors of the Borrower approving this Amendment Agreement certified by
the Secretary or Assistant Secretary of the Borrower, (ii) the Arison
Shares and (iii) an opinion of counsel to the Borrower as to the
authorization, execution and delivery and enforceability of this Amendment
Agreement.
6. ENTIRE AGREEMENT. This Amendment Agreement sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements
among the parties relative to such subject matter. No promise, condition,
representation or warranty, express or implied, not herein set forth shall
bing any party hereto, and none of them has relied on any such promise,
conditions, representation or warranty. Each of the parties hereto
acknowledges that, except as in this Amendment Agreement otherwise
expressly stated, no representations, warranties or commitments, express or
implied, have been made by any party to the other.
7. RATIFICATION. Except as hereby specifically amended,
modified or supplemented, the Pledge Agreement and all of the other
documents delivered in connection with the
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<PAGE>
Loan, as heretofore amended, are hereby confirmed and ratified in all respects
and shall remain in full force and effect according to their respective terms.
8. TAXES. Should any stamp or excise tax become payable under
the laws of the United States or of any state or any subdivision thereof or
municipality therein in respect of this Amendment Agreement, the Borrower
shall pay the same (including interest penalties, if any) and shall hold
the Bank harmless with respect thereto.
9. COUNTERPARTS. This Amendment Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original
as against any party whose signature appears thereon, and all of which
shall together constitute one and same instrument.
10. GOVERNING LAW. The laws of the State of Florida shall
govern the construction of this Amendment Agreement and the rights and
remedies and duties of the parties hereunder.
11. CAPTIONS. The captions and headings of the Sections and
Paragraphs hereof shall be ignored in interpreting the provisions of this
Amendment Agreement.
12. SEVERABILITY. The invalidity or unenforceability of any
section, provision or term hereof shall not adversely affect the validity
or enforceability of any other section, provision or term hereof.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be executed, and their respective seals to be affixed hereto
and attested, all by their duly authorized representatives as of the day,
month and year first above written.
TAMMS INVESTMENT COMPANY, LIMITED
PARTNERSHIP, a Delaware limited
partnership, acting by and through
its managing general partner
WITNESS: By: TAMMS Management Corporation,
a Delaware corporation
__________________ By:_______________________________
President
__________________
(Corporate Seal)
WITNESS: NATIONSBANK OF FLORIDA, N.A.
__________________ By:__________________________
Vice President
__________________
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<PAGE>
EXHIBIT 7
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 a statement on
Schedule 13D dated December 18, 1987, as amended and restated on October
19, 1993 as further amended and restated on May __, 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 3rd day of June, 1996.
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W. TAF MANAGEMENT COMPANY
LIMITED, TRUSTEE
By:/s/ DENISON H. HATCH, JR.
By:/s/ JAMES C. TROTT -------------------------
------------------ Secretary and Treasurer
Director A.H.W.
Limited ARISON FOUNDATION, INC.
MARILYN B. ARISON IRREVOC- By: /s/ SHARI ARISON
ABLE DELAWARE TRUST, TAF ------------------------
MANAGEMENT COMPANY, Shari Arison, President
TRUSTEE
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By:/s/ DENISON H. HATCH,JR.
------------------------ By:TAMMS MANAGEMENT
Secretary and Treasurer CORPORATION
Managing General Partner
By:/s/ MICKY ARISON
-------------------------
Micky Arison, President
A.H.W. LIMITED
By: /s/ James C. Trott
----------------------- By:/s/ Micky Arison
Director A.H.W. Limited -------------------------
Micky Arison, President
TAMMS MANAGEMENT CORPORATION
/s/ Andrew H. Weinstein
- --------------------------- By:/s/ Micky Arison
Andrew H. Weinstein --------------------------
Micky Arison, President
/s/ Ted Arison
-----------------------------
Ted Arison
/s/ Micky Arison
-----------------------------
Micky Arison
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<PAGE>
CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT COMPANY,
TRUSTEE
By:/s/ DENISON H. HATCH, JR.
--------------------------
Secretary and Treasurer
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT COMPANY,
TRUSTEE
By:/s/ DENISON H. HATCH, JR.
--------------------------
Secretary and Treasurer
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF MANAGEMENT
COMPANY, TRUSTEE
By:/s/ DENISON H. HATCH, JR.
--------------------------
Secretary and Treasurer
THE TED ARISON CHARITABLE
TRUST, THE ROYAL BANK OF
SCOTLAND TRUST COMPANY (JERSEY)
LIMITED, TRUSTEE
/s/ Leslie John Allam
By:/s/ Denize J. Ward
--------------------------
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE
/s/ Janice Lesley Kearsey
By:/s/ Robert Jeffrey Vincent
--------------------------
KENTISH LIMITED
By:/s/ PHILIP P. SCALES
--------------------------
Page 68 of 68
