March 5, 1997
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk
Re: Carnival Corporation
Definitive Proxy Statement
File No. 1-9610
Ladies and Gentlemen:
Enclosed for electronic filing on behalf of Carnival Corporation (the
"Company") pursuant to Rule 14a-6(b) promulgated pursuant to the Securities
Exchange Act of 1934 is the Company's definitive proxy statement and form of
proxy card. The general mailing of the Company's proxy materials will occur on
approximately March 7, 1997. Pursuant to Rule 14a-6(i), no fee is required to
be paid in connection with the filing of the proxy solicitation materials.
Sincerely,
CARNIVAL CORPORATION
/s/ DOREEN S. FURNARI
Doreen S. Furnari
Assistant General Counsel
Enclosure<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
</TABLE>
CARNIVAL CORPORATION
(Name of Registrant as Specified In Its Charter)
________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
__________________________________________________________________
2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (set forth the amount on which the
filing fee is calculated and state how it was determined):
__________________________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________________________
5) Total fee paid:
__________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
3) Filing Party:
_________________________________________________________________
4) Date Filed:
_________________________________________________________________
[LOGO]
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
____________________
Notice of Annual Meeting of Shareholders
To Be Held April 14, 1997
____________________
To the Shareholders of CARNIVAL CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Carnival
Corporation (the "Company") will be held at The Grand Bay Hotel, 2669 South
Bayshore Drive, Miami, Florida at 11 A.M. on April 14, 1997. Shareholders who
desire to attend the Annual Meeting should mark the appropriate box on the
enclosed proxy card. Persons who do not indicate attendance at the Annual
Meeting on the proxy card will be required to present acceptable proof of stock
ownership for admission to the meeting.
The Annual Meeting will be held for the following purposes:
1. To elect fifteen directors to serve until the next annual
meeting and until their successors have been duly elected and qualified;
2 To ratify the selection of Price Waterhouse LLP as independent
certified public accountants for the Company for the fiscal year ending
November 30, 1997;
3. To increase the number of shares reserved for issuance under the
Company's 1992 Stock Option Plan from four million shares to six million
shares; and
4. To transact such other business as may properly come before
the meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on February 28,
1997, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting or any adjournment thereof.
All shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend in person, it is requested that you
promptly fill in, sign and return the enclosed proxy card.
By Order of the Board of Directors
/s/ Arnaldo Perez
ARNALDO PEREZ
Secretary
March 7, 1997
<PAGE>
[LOGO]
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
_______________
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 14, 1997
_______________
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Carnival Corporation (the "Company") from
holders of the Company's Class A Common Stock, par value $.01 per share (the
"Class A Common Stock"), for use at the Annual Meeting of Shareholders to be
held on April 14, 1997, and any adjournment thereof, for the purposes set forth
in the accompanying Notice of Meeting and described in detail herein. The
first mailing of the proxy material to the holders of Class A Common Stock is
expected to be made on March 7, 1997.
All properly executed proxies will be voted in accordance with the
instructions contained thereon, and if no choice is specified, the proxies will
be voted for the election of the four directors named elsewhere in this Proxy
Statement as nominees of the Class A Common Stock and in favor of each other
proposal set forth in the Notice of Annual Meeting. Abstentions and "non-
votes" are counted as present in determining the existence of a quorum.
Abstentions and "non-votes" will not have the effect of votes in opposition to
a director or "no" votes on Proposals 2 or 3. A "non-vote" occurs when a
nominee holding shares for a beneficial owner votes on one proposal, but does
not vote on another proposal because the nominee does not have discretionary
voting power and has not received instructions from the beneficial owner. All
outstanding shares of the Company's Class B Common Stock, par value $.01 per
share (the "Class B Common Stock"), are beneficially owned by the Micky Arison
1994 "B" Trust, a United States trust whose primary beneficiary is Micky Arison
(the "B Trust") and, therefore, the Company is not soliciting proxies in
respect of the Class B Common Stock.
Any proxy may be revoked by a shareholder at any time before it is
exercised by giving written notice to that effect to the Secretary of the
Company or by signing a later-dated proxy. Shareholders who attend the Annual
Meeting may revoke any proxy previously granted and vote in person.
The Board of Directors has fixed February 28, 1997 as the record date for
determining the shareholders who are entitled to notice of and to vote at the
Annual Meeting. At the close of business on January 17, 1997, the Company had
outstanding 242,057,466 shares of Class A Common Stock, and 54,957,142 shares
of Class B Common Stock. Holders of such shares are entitled to vote at the
Annual Meeting in the manner described in the next section.
VOTING
Holders of record of Class A Common Stock and Class B Common Stock at the
close of business on February 28, 1997, are entitled to vote at the Annual
Meeting as follows:
1. Holders of Class A Common Stock are entitled to elect four of the
fifteen directors to be elected at the Annual Meeting. In electing these
directors, such holders are entitled to one vote for each share held. Ted
Arison, the founder of the Company, certain members of the Arison family and
trusts for the benefit of Mr. Arison's children (collectively, the "Principal
Class A Shareholders"), beneficially own shares representing approximately
35.32% of the voting power of the Class A Common Stock and have informed the
Company that they intend to cause all such shares to be voted in favor of the
four nominees named elsewhere in this Proxy Statement. See "Certain Beneficial
Owners" below.
2. Holders of Class B Common Stock are entitled to elect eleven directors
at the Annual Meeting. In electing these directors, such holders are entitled
to one vote for each share held. The B Trust beneficially owns all of the
outstanding shares of the Class B Common Stock. Micky Arison, the Chairman and
Chief Executive Officer of the Company, has the sole right to vote and direct
the sale of the Class B Common Stock held by the B Trust, subject, during Ted
Arison's lifetime, to the consent of the trustee of the B Trust. Micky Arison,
with the consent of the trustee of the B Trust, has informed the Company that
he intends to cause all such shares to be voted in favor of the eleven nominees
named elsewhere in this Proxy Statement, thereby ensuring their election. See
"Certain Beneficial Owners" below.
3. On all other matters to come before the Annual Meeting, holders of
Class A Common Stock are entitled to one vote for each share held and holders
of Class B Common Stock are entitled to five votes for each share held. The
Principal Class A Shareholders and the B Trust (collectively, the "Principal
Shareholders") beneficially own shares of Class A Common Stock and Class B
Common Stock (collectively, the "Common Stock") such that they control 69.71%
of the aggregate voting power of all shares entitled to vote and will be able
to determine the outcome of all matters submitted to vote of the shareholders.
The Principal Shareholders and the B Trust have informed the Company that they
intend to cause such shares to be voted in favor of Proposals 2 and 3 listed in
the accompanying Notice of Meeting, thereby ensuring the adoption thereof.
Certain Beneficial Owners
Set forth below is information concerning the share ownership of all
persons known by the Company to be the beneficial owners of 5% or more of the
242,057,466 shares of Class A Common Stock and the 54,957,142 shares of Class B
Common Stock outstanding as of January 17, 1997, each executive officer of the
Company named in the Summary Compensation Table which appears elsewhere in this
Proxy Statement, each director of the Company and all directors and executive
officers as a group. See footnotes (2) and (3) below for a description of the
group comprised of members of the Arison family and other persons and entities
affiliated with them.
<TABLE>
<CAPTION>
Percent Percent Percent
Name and Address Number of of Number of of of
of Beneficial Shares of Class A Shares of Class B All
Owners or Identity Class A Common Class B Common Common
of Group(1) Common Stock Stock Common Stock Stock Stock
<S> <C> <C> <C> <C> <C>
Micky Arison 5,477,938(2)(4) 2.3% 54,957,142(3) 100% 20.3%(3)
Ted Arison 57,519,600(2)(5) 23.7% -- -- 19.3%
Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367
Marilyn Arison 1,826,584(2) * -- -- *
Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367
JMD Delaware, Inc. -- -- 54,957,142(3) 100% 18.5%
as Trustee for
the Micky Arison
1994 "B" Trust
1201 North Market
Street
Wilmington,
Delaware 19899
A.H.W. Limited 3,551,354(2) 1.5% -- -- 1.2%
as Trustee for the
Shari Arison Irrevocable
Guernsey Trust
c/o Baring Brothers
(Guernsey) Limited
P.O. Box 71
Arnold House,
St. Julian's Avenue
St. Peter Port
Guernsey Channel
Islands GYI-3DA
JMD Delaware, Inc. 3,251,354(6) 1.3% -- -- 1.1%
as Trustee for
The Micky Arison
Holdings Trust
1201 North Market
Street
Wilmington,
Delaware 19899
Cititrust (Jersey)
Limited, as Trustee 15,042,858(7) 6.2% -- -- 5.1%
for the Ted Arison
1994 Irrevocable
Trust For Shari No. 1
P.O. Box 728,
38 Esplanade,
St. Helier
Jersey, Channel Islands
Kentish Limited 15,042,858(7) 6.2% -- -- 5.1%
c/o Baring Brothers
(Guernsey) Limited,
Arnold House
St. Julian's Avenue,
St. Peter Port
Guernsey Channel
Islands GYI-3DA
TAF Management 1,479,505 * -- -- *
Company, as Trustee
of the Continued Trust
for Micky Arison
1201 N. Market Street
Wilmington,
Delaware 19899
TAF Management 2,379,505(2) * -- -- *
Company, as Trustee
of the Continued
Trust for Shari
Arison Dorsman
1201 N. Market Street
Wilmington,
Delaware 19899
TAF Management 2,379,505(2) * -- -- *
Company, as Trustee
of the Continued
Trust for Michael
Arison
1201 N. Market Street
Wilmington,
Delaware 19899
TAF Management 1,700,000(2) * -- -- *
Company as Trustee
for the Marilyn B.
Arison Irrevocable
Delaware Trust
1201 N. Market Street
Wilmington,
Delaware 19899
TAMMS Investment 1,826,584(2) * -- -- *
Company Limited
Partnership
1201 N. Market Street
Wilmington,
Delaware 19899
TAMMS Management 1,826,584(2) * -- -- *
Corporation
1201 N. Market Street
Wilmington,
Delaware 19899
Andrew H. Weinstein 26,532,727(2)(8) 10.9% -- -- 8.9%
c/o Holland & Knight
701 Brickell Avenue
30th Floor
Miami, Florida 33131
Robert H. Dickinson 226,283 * -- -- *
Howard S. Frank 230,959(9) * -- -- *
A. Kirk Lanterman 127,340(10) * -- -- *
Holland America Line
300 Elliott Avenue West
Seattle, Washington 98119
Meshulam Zonis 260,789 * -- -- *
Shari Arison 3,000,000(11) 1.2% -- -- 1.0%
Israel Arison Foundation
Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367
Maks L. Birnbach 31,100(12) * -- -- *
c/o Fullcut
Manufacturers, Inc.
580 Fifth Avenue
New York,
New York 10036
Ambassador Richard G. 10,201(13) * -- -- *
Capen, Jr.
6077 San Elijo
Rancho Santa Fe,
California 92067
David Crossland 3,593,210 1.5% -- -- 1.2%
c/o Airtours plc
Parkway Three
Parkway Business Centre
300 Princess Road
Manchester M14 7QU
England
James M. Dubin -- -- 54,957,142(3) 100% 18.5%
c/o Paul, Weiss,
Rifkind, Wharton
& Garrison
1285 Avenue of the
Americas
New York,
New York 10019-6064
Modesto A. Maidique -- -- -- -- --
Florida International
University
Office of the President
University Park Campus
Miami, Florida 33199
William S. Ruben 10,700(14) * -- -- *
40 E. 88th Street
Apt. 10F
New York,
New York 10128
Stuart Subotnick 40,000(15) * -- -- *
c/o Metromedia Company
215 East 67th Street
New York,
New York 10021
Sherwood M. Weiser 23,000(16) * -- -- *
c/o The Continental
Companies
3250 Mary Street
Coconut Grove,
Florida 33131
Uzi Zucker 40,000(17) * -- -- *
Bear Stearns & Co., Inc.
245 Park Avenue
New York,
New York 10167
All directors and 13,071,520 5.4% 54,957,142 100% 22.9%
officers as a group
(15 persons)
</TABLE>
____________
* Less than one percent.
(1) The address of each person named, unless otherwise noted, is 3655 N.W. 87
Avenue, Miami, Florida 33178-2428.
(2) Ted Arison, Micky Arison, Shari Arison and the other Arison family
entities named that own shares of Class A Common Stock have filed a joint
statement on Schedule 13D with respect to the shares of Class A Common
Stock held by such persons. TAMMS Investment Company, Limited
Partnership ("TAMMS") owns 1,826,584 shares of Class A Common Stock.
TAMMS' general partner is TAMMS Management Corporation ("TAMMS Corp."),
which is wholly owned by Marilyn Arison, Ted Arison's wife. TAMMS'
limited partners are various trusts established for the benefit of
certain members of Ted Arison's family, including Shari Arison and
Marilyn Arison (the "Family Trusts"). By virtue of the limited
partnership agreement of TAMMS, TAMMS Corp. may also be deemed to
beneficially own such 1,826,584 shares of Class A Common Stock. By
virtue of their interests in TAMMS, TAF Management Company and A.H.W.
Limited, as trustees of certain of the Family Trusts, may be deemed to
beneficially own the portion of the 1,826,584 shares of Class A Common
Stock held by TAMMS which corresponds to their respective partnership
interest in TAMMS. Such amounts are included in the number of shares set
forth next to their names in the table above. Because Marilyn Arison
beneficially owns all of the capital stock of TAMMS Corp., she may be
deemed to beneficially own all of the 1,826,584 shares of Class A Common
Stock owned by TAMMS; however, she disclaims beneficial ownership of
1,310,364 of such shares, except those owned by TAMMS Corp. and the
Marilyn B. Arison Irrevocable Delaware Trust. Because of his wife's
controlling interest in TAMMS (through TAMMS Corp.), Ted Arison may be
deemed to beneficially own all of the 1,826,584 shares of Class A Common
Stock owned by TAMMS; however, Ted Arison disclaims beneficial ownership
of such shares. Because of his position as President of TAMMS Corp.,
Micky Arison may be deemed to beneficially own the 1,826,584 shares of
Class A Common Stock owned by TAMMS; however, Micky Arison disclaims
beneficial ownership of all of such shares which are beneficially owned
by the other limited partners of TAMMS or by TAMMS Corp.
(3) Under the terms of the instrument governing the B Trust, Micky Arison has
the sole right to vote and direct the sale of the Class B Common Stock
held by the B Trust, subject during Ted Arison's lifetime to the consent
of the trustee of the B Trust. The trustee of the B Trust is a
corporation wholly-owned by James M. Dubin. Mr. Dubin may be deemed to
be the beneficial owner of the Class B Common Stock held by the B Trust.
(4) Includes (i) 400,000 shares of Class A Common Stock issuable to Micky
Arison upon his exercise of stock options granted to him in May 1995,
(ii) 1,826,584 shares of Class A Common Stock held by TAMMS (see Note 2
above), and (iii) 3,251,354 shares of Class A Common Stock held by JMD
Delaware, Inc. as Trustee for the Micky Arison Holdings Trust, all of
which may be deemed to be beneficially owned by Micky Arison. However,
Micky Arison disclaims beneficial ownership of all such shares owned by
TAMMS.
(5) Includes 1,826,584 shares of Class A Common Stock held by TAMMS (see Note
2 above) all of which may be deemed to be beneficially owned by Ted
Arison. However, Ted Arison disclaims beneficial ownership of all such
shares.
(6) Under the terms of the instrument governing the Micky Arison Holdings
Trust, Micky Arison has the sole right to vote and direct the sale of
Class A Common Stock held by such trust.
(7) Kentish Limited, an Isle of Man corporation, is the protector of the Ted
Arison 1994 Irrevocable Trust for Shari No. 1 and has certain voting and
dispositive rights with respect to the Class A Common Stock held by such
trust.
(8) By virtue of being the sole shareholder of TAF Management Company, A.H.W.
Limited and Kentish Limited, Andrew H. Weinstein may be deemed to own the
aggregate of 26,532,727 shares beneficially owned by such entities.
(9) Includes 160,000 shares of Class A Common Stock issuable to Mr. Frank
upon his exercise of options granted to him in May 1995.
(10) Includes 4,000 shares held by the Helen K. Lanterman Trust (Mr. Lanterman
is trustee).
(11) Under the terms governing the Shari Arison Irrevocable Guernsey Trust,
Shari Arison has the sole right to vote and direct the sale of the Class
A Common Stock held directly by such trust.
(12) Includes 4,000 shares owned by Trust Under Will of Norman Salit (Mr.
Birnbach is trustee), and 1,000 shares owned by Fullcut Manufacturers
Inc. Employee Pension Fund (Mr. Birnbach is the trustee of such fund), as
to which he disclaims beneficial ownership. Also includes 20,000 shares
of Class A Common Stock issuable to Mr. Birnbach upon his exercise of
stock options granted to him in July 1993 and July 1995.
(13) Includes 10,000 shares of Class A Common Stock issuable to Ambassador
Capen upon his exercise of stock options granted to him in April 1994.
Also includes 201 shares of Class A Common Stock owned by Ambassador
Capen's wife as to which he disclaims beneficial ownership.
(14) Includes 10,000 shares of Class A Common Stock issuable to Mr. Ruben upon
his exercise of stock options granted to him in July 1993.
(15) Includes 20,000 shares of Class A Common Stock issuable to Mr. Subotnick
upon his exercise of stock options granted to him in July 1993.
(16) Includes 20,000 shares of Class A Common Stock issuable to Mr. Weiser
upon his exercise of stock options granted to him in July 1993. Also
includes 2,000 shares owned by Mr. Weiser's wife as to which he disclaims
beneficial ownership.
(17) Includes 20,000 shares of Class A Common Stock issuable to Mr. Zucker
upon his exercise of stock options granted to him in July 1993.
Transfer Restrictions
The B Trust is a party to an amended and restated shareholders agreement
with the Company and certain other parties pursuant to which the B Trust may
not voluntarily transfer its shares of Class B Common Stock until July 1, 1997,
except under certain conditions designed to ensure, to the extent feasible,
that the transfer will not affect the Company's controlled foreign corporation
("CFC") status. In addition, until such date, pursuant to the shareholders
agreement, the B Trust may not cause the Company to authorize or issue any
securities, if after giving effect to the issuance thereof and to any related
transactions, the Company would cease to be a CFC. The B Trust also may not
convert its shares of Class B Common Stock into Class A Common Stock until July
1, 1997.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be paid by the Company. The Company
will make arrangements with brokerage firms, custodians and other fiduciaries
to send proxy materials to their principals, and the Company will reimburse
them for their mailing and related expenses.
ELECTION OF DIRECTORS
At the Annual Meeting, fifteen directors are to be elected to serve until
the next annual meeting and until their successors are elected and have
qualified. It is the intention of the persons named in the proxy hereby
solicited to vote for the election of the four nominees of the Class A Common
Stock named below, unless otherwise specified in the proxy. Each nominee
currently serves as a director of the Company. Should any of these nominees
become unable to accept nomination or election (which is not anticipated), it
is the intention of the persons designated as proxies to vote for the election
of the remaining nominees and for such substitute nominees as the Board of
Directors may designate.
Set forth below are the names of the nominees for the four director
positions to be elected by the holders of Class A Common Stock and the nominees
for the eleven director positions to be elected by the holder of Class B Common
Stock. With respect to each nominee, the information presented includes such
person's age, the month and year in which such person first became a director,
any other position held with the Company, such person's principal occupations
during the past five years and any directorships held by such nominee in public
or certain other companies. Information about each nominee's ownership of
equity securities of the Company appears elsewhere in this Proxy Statement.
The election of each of the nominees to the Board of Directors requires
the approval of the majority of the votes cast at the Annual Meeting and
entitled to vote thereon.
The Board of Directors unanimously recommends a vote FOR the election of
each of the nominees named below.
NOMINEES TO BE ELECTED BY THE
HOLDERS OF CLASS A COMMON STOCK
William S. Ruben, age 69, has been a director since July 1987. Since
April 1989, Mr. Ruben has been the President and sole shareholder of William
Ruben, Inc., a consulting firm based in New York. Mr. Ruben is a director of
Sales Service America, Inc., a public corporation headquartered in Alexandria,
Virginia. Mr. Ruben is a member of the Audit Committee of the Board of
Directors.
Stuart Subotnick, age 55, has been a director since July 1987. Mr.
Subotnick has been a general partner and the Executive Vice President of
Metromedia Company since July 1986. He was a director of Metromedia Inc., a
predecessor company, from 1982 and its Executive Vice President from 1986.
Prior to 1986, Mr. Subotnick was Senior Vice President -- Finance of Metromedia
Inc. from October 1983 and a member of the Office of the President from 1982.
He is a director of Metromedia International Group, Inc. Mr. Subotnick is
Chairman of the Audit Committee of the Board of Directors.
Sherwood M. Weiser, age 66, has been a director since July 1987. Mr.
Weiser has been, since March 1994, Chairman of the Board and Chief Executive
Officer of CHC International, Inc. (d/b/a Carnival Hotels and Casinos). See
"EXECUTIVE COMPENSATION -- Compensation Committee Interlocks and Insider
Participation" for more information regarding Carnival Hotels and Casinos.
From 1970 to March 1994, Mr. Weiser served as the Chairman and Chief Executive
Officer of The Continental Companies, a diversified real estate development
company engaged primarily in hotel development and management. Mr. Weiser is a
member of the Board of Directors of United National Bank and Winsloew
Furniture, Inc. and a trustee of the University of Miami. Mr. Weiser is a
member of the Nominating Committee and Chairman of the Compensation Committee
and Plan Administration Committee of the Board of Directors.
Uzi Zucker, age 61, has been a director since July 1987. Mr. Zucker
joined Bear, Stearns & Co. in 1967 and was a Limited Partner until 1982 and has
been a General Partner thereafter. Mr. Zucker has been a Senior Managing
Director of Bear, Stearns & Co. Inc. ("Bear, Stearns") since 1985. He is a
director of The Bear Stearns Companies Inc., Conair Corporation, Jerusalem
Economic Corporation Ltd., Alliance Tire Company Ltd., Industrial Buildings
Corporation Ltd. and Tnuport Ltd. Mr. Zucker is Chairman of the Nominating
Committee of the Board of Directors and a member of the Compensation Committee
and Plan Administration Committee of the Board of Directors.
NOMINEES TO BE ELECTED BY THE
HOLDERS OF THE CLASS B COMMON STOCK
Micky Arison, age 47, has been Chairman of the Board of Directors since
October 5, 1990 and a director since June 1987. He has been Chief Executive
Officer of the Company since 1979. Micky Arison is Chairman of the Executive
Committee and a member of the Compensation Committee of the Board of
Directors. He is Ted Arison's son.
Robert H. Dickinson, age 54, has been a director since June 1987. Mr.
Dickinson was Senior Vice President -- Sales and Marketing of the Carnival
Cruise Lines division of the Company ("CCL") from 1979 through May 1993. Since
May 1993, Mr. Dickinson has served as President and Chief Operating Officer of
CCL.
Howard S. Frank, age 55, has been a director since April 1992 and Chief
Financial Officer and Chief Accounting Officer of the Company since July 1,
1989. Mr. Frank was appointed Vice Chairman of the Company in October 1993.
From July 1975 through June 1989, he was a partner with Price Waterhouse. Mr.
Frank is a member of the Executive Committee of the Board of Directors.
A. Kirk Lanterman, age 65, is a Certified Public Accountant and has been a
director since April 1992 and President and Chief Executive Officer of Holland
America Line-Westours Inc. since January 1989. From 1983 to January 1989, he
was President and Chief Operating Officer of Holland America Line-Westours Inc.
From 1979 to 1983, he was President of Westours which merged in 1983 with
Holland America Line.
Meshulam Zonis, age 63, has been a director since June 1987. Mr. Zonis
has been Senior Vice President -- Operations of CCL since 1979.
Maks L. Birnbach, age 76, has been a director since July 1990. Mr.
Birnbach has been the owner and Chairman of the Board of Fullcut Manufacturers,
Inc., a New York wholesale importer and exporter of diamonds, for over 40
years. Mr. Birnbach is also a director of the Diamond Manufacturers and
Importers Association located in New York. He is the Vice Chairman of the
American Committee of the Weizmann Institute for Science and a governor of its
Research Institute in Rechovot, Israel. Mr. Birnbach is a member of the
Executive Committee of the Board of Directors.
Ambassador Richard G. Capen, Jr., age 62, has been a director since April
1994. He is currently a corporate director, author and business consultant.
From 1992 to 1993, Ambassador Capen served as United States Ambassador to
Spain. From 1989 to 1991, Ambassador Capen served as Vice Chairman of Knight-
Ridder, Inc. Ambassador Capen was the Chairman and Publisher of the Miami
Herald from 1983 to 1989. Ambassador Capen is a member of the Board of
Directors of The Wackenhut Corporation and the Economy Fund and Smallcap Fund
of The Capital Group. Ambassador Capen is a member of the Audit Committee of
the Board of Directors.
Shari Arison, age 39, was a director from June 1987 until July 1993. Ms.
Arison was reappointed to the Board of Directors in June 1995. She is Ted
Arison's daughter.
Modesto A. Maidique, age 56, has been a director since April 1994. He has
been President of Florida International University ("FIU") since 1986. Prior
to assuming the presidency of FIU, Dr. Maidique taught at the Massachusetts
Institute of Technology, Harvard University and Stanford University. Dr.
Maidique has also served as Vice President and General Manager of the
Semiconductor Division of Analog Devices, Inc. which he co-founded in 1969, as
President and Chief Executive Officer of Collaborative Research, Inc., a
genetics engineering firm, and as General Partner of Hambrecht & Quist, a
venture capital firm. Dr. Maidique is a director of National Semiconductor,
Inc. Dr. Maidique is a member of the Compensation Committee and the Plan
Administration Committee of the Board of Directors.
James M. Dubin, age 50, was appointed to the Board of Directors in July
1995. Mr. Dubin is a Senior Partner with the law firm of Paul, Weiss, Rifkind,
Wharton & Garrison. Mr. Dubin is also a member of the Board of Directors of
Conair Corporation, an international designer, manufacturer and marketer of
branded consumer products.
David Crossland, age 50, was appointed to the Board of Directors in April,
1996. Since 1972, Mr. Crossland has been the Chairman and a director of
Airtours plc, an integrated leisure travel group in the United Kingdom, Sweden,
Norway, Denmark, Finland and Canada. See "TRANSACTIONS OF MANAGEMENT AND
DIRECTORS WITH THE COMPANY - Transactions with Airtours and David Crossland."
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during and with respect to its most recent fiscal year and upon
written representations from persons known to the Company to be subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (a "reporting person") that no Form 5 is required to be filed for such
reporting person, no one failed to file, on a timely basis, reports required by
Section 16(a) of the Exchange Act during the fiscal year ended November 30,
1996.
Board and Committee Meetings
During the fiscal year ended November 30, 1996, the Board of Directors
held a total of four meetings. The Board of Directors has established standing
Executive, Audit, Nominating, Compensation and Plan Administration Committees.
During the fiscal year ended November 30, 1996, a quorum of directors was
present at each meeting of the Board and of the Committees. During the fiscal
year ended November 30, 1996, except for Modesto A. Maidique, no incumbent
director was present in person or by proxy at fewer than 75% of the aggregate
of the total number of meetings of the Board and the total number of meetings
held by all Committees on which he served.
The Executive Committee was established for the purpose of acting in the
stead of the entire Board of Directors during the periods between regular Board
meetings. The Board has delegated to the Executive Committee the power to act
in lieu of and with the powers and privileges granted to the Board, other than
the power to declare dividends or issue shares of capital stock of the
Company. Twelve meetings of the Executive Committee were held during the
fiscal year ended November 30, 1996.
The Audit Committee was established for the purpose of inspecting the work
and written reports of the Company's internal audit department and reviewing
submissions from and making recommendations regarding the independent certified
public accountants for the Company. Four meetings of the Audit Committee were
held during the fiscal year ended November 30, 1996.
The Nominating Committee was established for the purpose of nominating for
election directors to be elected by the Company's shareholders. Although the
Nominating Committee will consider nominees recommended by shareholders, the
Nominating Committee does not have a specific procedure for the consideration
of nominees recommended by shareholders. One meeting of the Nominating
Committee was held during the fiscal year ended November 30, 1996.
The Compensation Committee was established for the purpose of making
recommendations to the Board of Directors regarding compensation for
independent directors and for senior management. Two meetings of the
Compensation Committee were held during the fiscal year ended November 30,
1996.
The Plan Administration Committee was established to administer The 1992
Stock Option Plan, The 1993 Carnival Cruise Lines, Inc. Employee Stock Purchase
Plan, The 1993 Carnival Cruise Lines, Inc. Restricted Stock Plan, The 1993
Outside Directors' Stock Option Plan and The 1994 Carnival Cruise Lines Key
Management Incentive Plan. In lieu of formal meetings, the Plan Administration
Committee acted on four occasions by unanimous written consent during the
fiscal year ended November 30, 1996.
AMENDMENT TO THE COMPANY'S 1992 STOCK OPTION PLAN
The Board of Directors of the Company adopted on January 20, 1992, the
Company's 1992 Stock Option Plan (the "1992 Plan"). The 1992 Plan was ratified
by the shareholders of the Company at the 1992 Annual Meeting of Shareholders
in order to qualify the options granted under the 1992 Plan as incentive stock
options under Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") and to meet the requirements of Rule 16b-3 promulgated under the
Exchange Act to exempt grants of options from the liability provisions of
Section 16 of the Exchange Act. In 1995, the Board of Directors approved
certain amendments to the 1992 Plan which, among other provisions, increased
the maximum number of shares issuable from one and one-half million to four
million. These amendments were ratified by the shareholders at the 1995 Annual
Meeting of Shareholders.
Proposed Amendment
The Plan Administration Committee and the Board of Directors have
approved, subject to the approval of the shareholders of the Company, an
amendment to increase the maximum number of shares issuable under the 1992 Plan
from four million to six million (the "Amendment"). Since less than 1,500,000
shares of Class A Common Stock were available for issuance under the 1992 Plan
as of January 17, 1997, the increase in the maximum number of shares reserved
for issuance pursuant to options granted under the 1992 Plan is necessary to
permit continuation of the 1992 Plan.
The principal provisions of the 1992 Plan are summarized below. This
summary is not complete and is qualified in its entirety by the literal terms
of the amended and restated 1992 Plan.
Description of the 1992 Plan
The purpose of the 1992 Plan is to create an employment incentive by
providing an opportunity to selected employees who are important to the success
and growth of the business of the Company and its subsidiaries to own shares of
Class A Common Stock. The maximum number of shares that are currently reserved
for issuance under the 1992 Plan is four million. The 1992 Plan provides that
options may be granted to key employees of the Company and its subsidiaries,
including officers and directors, regardless of whether such employees
otherwise hold or have held options or similar awards under the 1992 Plan or
any other plan. Although approximately 25,000 employees of the Company and its
subsidiaries are eligible to participate in the 1992 Plan, options historically
have been granted only to management level employees, including executive
officers. As of January 17, 1997, 2,650,000 options had been granted under the
1992 Plan.
The 1992 Plan is administered by the Plan Administration Committee which
is currently comprised of three members of the Board of Directors of the
Company, Messrs. Weiser, Zucker and Maidique (the "Committee"). The Committee
may issue incentive stock options within the meaning of Section 422(b) of the
Code ("Incentive Options"), or options that do not qualify as Incentive Options
("Nonqualified Options"). The Committee has the discretion to determine the
employees to whom options are granted, the number of shares to be covered by
each option and the option price. Nonqualified Options may be issued at any
option price determined by the Committee. The option price for Incentive
Options is to be no less than the "fair market value" of the Class A Common
Stock as determined by the average of the high and low price on the New York
Stock Exchange Composite Tape on the date an option is granted. The "fair
market value" of the Class A Common Stock on January 17, 1997 was $33.3125 per
share. Options become exercisable as provided by the Committee, but options
also become exercisable in full upon the death or disability of the employee
and shall become null and void upon the occurrence of certain conditions,
including: (a) the expiration of 10 years after the date of the grant; (b) the
expiration of one year after termination of employment by death or disability;
(c) immediately upon termination for cause; or (d) the expiration of three
months after termination for reasons other than death, disability, or cause.
Options granted under the 1992 Plan may be exercised upon (a) delivery by
the optionee of written notice of exercise, (b) tender of full payment in cash,
by check or money order or, with the Committee's consent, Class A Common Stock,
and (c) compliance with such other conditions as the Committee may establish.
The 1992 Plan makes no provision for the payment of consideration upon the
granting or extension of options thereunder.
The 1992 Plan provides that it will terminate, unless earlier terminated
as provided therein, on January 20, 2002. The 1992 Plan provides that it may
be amended or terminated at any time by the Board of Directors of the Company;
provided that any such amendments shall be in compliance with applicable laws,
applicable stock exchange listing requirements and applicable requirements for
exemption (to the extent necessary) under Rule 16b-3. In addition, no such
amendments or termination without the consent of an optionee may adversely
affect the rights of the optionee with respect to their options.
Tax Effects of Plan Participation
The following summary generally describes the principal federal (and not
state and local) income tax consequences of options granted under the 1992
Plan. It is general in nature and is not intended to cover all tax
consequences that may apply to a particular employee or to the Company. The
provisions of the Code and the regulations thereunder relating to these matters
("Treasury Regulations") are complicated and their impact in any one case may
depend upon the particular circumstances. Each holder of an option under the
1992 Plan should consult his or her own accountant, legal counsel or other
financial advisor regarding the tax consequences of participation in the 1992
Plan. This discussion is based on the Code as currently in effect.
If an option is granted to an employee in accordance with the terms of the
1992 Plan, no income will be recognized by such employee at the time the option
is granted. Different rules may apply in the event that the exercise price of
the option is substantially lower than the fair market value of the shares of
the Class A Common Stock at the time that the option is granted.
Generally, on exercise of a nonqualified option, the amount by which the
fair market value of the shares of the Class A Common Stock on the date of
exercise exceeds the purchase price of such shares will be taxable to the
employee as ordinary income. The disposition of shares acquired upon exercise
of a nonqualified option under the 1992 Plan will ordinarily result in long-
term or short-term capital gain or loss (depending on the applicable holding
period) in an amount equal to the difference between the amount realized on
such disposition and the sum of the purchase price and the amount of ordinary
income recognized in connection with the exercise of the nonqualified option.
Section 16(b) of the Exchange Act generally prohibits executive officers,
directors and 10-percent shareholders of the Company from both buying and
selling the Company's Class A Common Stock within a six month period. In the
case of employees who are subject to these rules, generally, unless the
employee elects otherwise, the relevant date for measuring the amount of
ordinary income to be recognized upon the exercise of the nonqualified option
will be the later of (i) the date the six-month period following the date of
grant lapses and (ii) the date of exercise of the nonqualified option.
Generally, on exercise of an incentive option, an employee will not
recognize any income and neither the Company nor any of its subsidiaries will
be entitled to a deduction for tax purposes. However, the difference between
the purchase price and the fair market value of the shares of Class A Common
Stock received on the date of exercise will be treated as a positive adjustment
in determining alternative minimum taxable income and the employee may be
subject to the alternative minimum tax. The disposition of shares acquired
upon exercise of an incentive option under the 1992 Plan will ordinarily result
in long-term or short-term capital gain or loss (depending on the applicable
holding period). Generally, however, if the employee disposes of shares of
Class A Common Stock acquired upon exercise of an incentive option within two
years after the date of grant or within one year after the date of exercise (as
"disqualifying disposition"), the employee will recognize ordinary income in
the amount of the excess of the fair market value of the shares on the date of
exercise over the purchase price (or, in certain circumstances, the gain on
sale, if less). Any excess of the amount realized by the holder on the
disqualifying disposition over the fair market value of the shares on the date
of exercise of the incentive option will ordinarily constitute capital gain.
In the case of an employee subject to the Section 16(b) restrictions discussed
above, the relevant date in measuring the employee's ordinary income will
normally be the later of (i) the date of the six-month period after the date of
grant lapses or (ii) the date of exercise of the incentive option.
If an option is exercised through the use of Class A Common Stock
previously owned by the employee, such exercise (i) will generally have the
same tax consequences as if the option had been exercised with cash and (ii)
generally will be considered a taxable disposition of the previously owned
shares and, thus, no gain or loss will be recognized with respect to such
shares upon such exercise. Upon such exercise shares received by the Optionee,
equal in number to the previously surrendered shares, will have the same tax
basis as the shares surrendered to the Company and will have a holding period
that includes the holding period of the shares surrendered. However, if the
previously owned shares were acquired on the exercise of an incentive option or
other tax-qualified stock option and the holding period requirement for those
shares was not satisfied at the time they were used to exercise an incentive
option, such use would constitute a disqualifying disposition of such
previously owned shares resulting in the recognition of ordinary income (but,
under proposed Treasury Regulations, not any additional capital gain) in the
amount described above. If any otherwise qualifying incentive option becomes
first exercisable in any one year for shares having a value in excess of
$100,000 (grant date value), the portion of the option in respect of such
excess shares will be treated as a nonqualified option.
The traditional tax advantages of incentive options have been eroded by
amendments to the tax law reducing the tax rate differential between capital
gains and ordinary income. Nonetheless, incentive options retain the potential
for tax deferral upon exercise.
Approval of the Amendment to the 1992 Plan requires the approval of the
majority of the votes cast at the Annual Meeting.
The Board of Directors unanimously recommends a vote FOR the amendment to
the 1992 Plan.
EXECUTIVE COMPENSATION
General
The following table sets forth all compensation awarded to, earned by, or
paid to the Company's Chief Executive Officer and to each of the Company's four
most highly compensated executive officers other than the Chief Executive
Officer.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation Awards
Number of All
Securities Other
Restricted Underlying Compen-
Name and Annual Compensation(1) Stock Options/ sation
Principal Position Year Salary($) Bonus($) Awards($)(2) SARs (#)(3) ($)
<S> <C> <C> <C> <C> <C> <C>
Micky Arison 1996 176,000 1,035,000 -- -- --
Chairman, CEO 1995 179,000 1,035,000 -- 1,000,000 --
and Director 1994 176,000 735,000 -- -- --
Robert H. Dickinson 1996 189,000 656,000(4) 106,299(4) -- --
President of CCL 1995 185,000 672,000(4) 110,838(4) -- --
and Director 1994 182,000 556,000(4) 53,825(4) -- --
Howard S. Frank 1996 187,000 710,000 108,060(5) -- --
Vice Chairman, CFO 1995 185,000 645,000 -- 400,000 --
and Director 1994 183,000 445,000 997,625(5) -- --
A. Kirk Lanterman 1996 214,000 806,000(6) -- -- 15,000(7)
Pres. and CEO of 1995 214,000 864,000(6) -- -- 15,000(7)
HAL-Westours Inc. 1994 214,000 821,000(6) -- -- 18,000(7)
and Director
Meshulam Zonis 1996 185,000 420,000(4) 36,449(4) -- --
Sr. VP Oper. and 1995 180,000 432,000(4) 38,202(4) -- --
Director 1994 180,000 349,000(4) 18,448(4) -- --
</TABLE>
____________________
(1) Personal benefits for each executive officer named in the table did not
exceed $50,000 or 10% of such executive officer's total annual salary and
bonus for the fiscal years ended November 30, 1996, 1995 and 1994,
respectively.
(2) As of November 30, 1996, Messrs. Arison, Dickinson, Frank, Lanterman and
Zonis owned 3,251,354 shares, 226,278 shares, 67,667 shares, 127,340
shares, and 260,454 shares of restricted Class A Common Stock,
respectively. At November 29, 1996, based on the closing price of the
Class A Common Stock on such date, such restricted shares of Class A
Common Stock owned by Messrs. Arison, Dickinson, Frank, Lanterman and
Zonis had a value of $102,824,070, $7,156,042, $2,139,969, $4,027,128,
and $8,236,858, respectively. The restricted shares of Class A Common
Stock held by such executive officers have the same rights with
respect to dividends and other distributions as all other outstanding
shares of Class A Common Stock. As of November 30, 1996, Micky Arison
beneficially owned 54,957,142 shares of Class B Common Stock. The
Class B Common Stock is not publicly traded.
(3) Pursuant to the Carnival Cruise Lines, Inc. 1992 Stock Option Plan (the
"1992 Option Plan"), effective May 30, 1995 (the "Grant Date"), the
Company granted to (i) Micky Arison, the Chairman of the Board of
Directors and the Chief Executive Officer of the Company, an option to
purchase 1,000,000 shares of Class A Common Stock (the "Arison Option")
and (ii) Howard S. Frank, the Vice Chairman, Chief Financial Officer
and a director of the Company, an option to acquire 400,000 shares of
Class A Common Stock (the "Frank Option"). The term for each of the
Arison Option and the Frank Option is ten years, unless expiration
occurs earlier due to termination of employment of Micky Arison or
Howard S. Frank, as the case may be. The exercise price for each of
the Arison Option and the Frank Option is $22.50 per share of Class A
Common Stock. Subject to accelerated vesting upon the death or
disability of Micky Arison or Howard S. Frank, as the case may be, the
Arison Option and the Frank Option are each exercisable in amounts
equal to twenty percent of the aggregate number of shares underlying
the Arison Option and Frank Option, as the case may be, on or after
the Grant Date and on or after the first through fourth anniversaries
of the Grant Date. The Arison Option and the Frank Option are
exercisable in full with respect to the aggregate number of shares on
or after the fourth anniversary of the Grant Date.
(4) Represents payments to Mr. Dickinson and Mr. Zonis pursuant to the 1994
Carnival Cruise Lines Key Management Incentive Plan (the "CCL Plan")
which allows key management employees of the Carnival Cruise Lines
division of the Company to participate in an incentive award pool.
For fiscal 1994 and 1995 the incentive award pool was 2% of (i) the
consolidated net income of the Carnival Cruise Lines division of the
Company ("CCL Net Income") for the fiscal years ended November 30,
1994 and November 30, 1995, respectively, minus (ii) $183,000,000.
For fiscal 1996, the incentive award pool was 1.75% of (i) the CCL Net
Income for the fiscal year ended November 30, 1996 minus (ii)
$183,000,000. A portion of the annual bonus payable pursuant to the
CCL Plan is payable in shares of the Company's Class A Common Stock.
(5) Represents the value, based on the closing market price of the Class A
Common Stock on the New York Stock Exchange on the dates of grant, of
3,287 and 46,000 shares of Class A Common Stock issued to Mr. Frank
pursuant to the 1993 Carnival Cruise Lines Restricted Stock Plan for
fiscal 1996 and 1994, respectively. The shares issued for fiscal 1994
vest at the rate of twenty percent per year. The shares issued for
fiscal 1996 vest five years from the date of grant on January 13,
2002. The restricted shares of Class A Common Stock held by Mr. Frank
have the same rights with respect to dividends and other distributions
as all other outstanding shares of Class A Common Stock.
(6) Represents amounts payable to Mr. Lanterman pursuant to the Holland
America Line-Westours Inc. ("HALW") 1994-1996 Key Management Incentive
Plan (the "HALW Plan") which allowed key management employees of HALW to
participate in an incentive award pool for fiscal 1996, 1995 and 1994 of
3.7% of the consolidated net income of HAL Antillen N.V. For fiscal
1996, 1995 and 1994, $1,500,000, $968,000 and $821,000, respectively,
have been deferred by Mr. Lanterman pursuant to the terms of a
Retirement and Consulting Agreement (see "Retirement and Consulting
Agreement" below).
(7) Represents amounts paid on behalf of Mr. Lanterman pursuant to the
Westours Profit Sharing Plan (the "Profit Sharing Plan") and the
Westours Employee Savings Plan (the "Savings Plan"). The amounts paid
or accrued to Mr. Lanterman under the Profit Sharing Plan in fiscal
1996, 1995 and 1994, were $12,000, $12,000, and $14,966, respectively.
The employer contributions made on behalf of Mr. Lanterman under the
Savings Plan for fiscal 1996, 1995 and 1994, were $ 3,167, $3,080, and
$3,080, respectively. The Profit Sharing Plan and the Savings Plan are
generally available to all employees of Holland America Line-Westours
Inc.
Options
The following table sets forth all stock options granted to the Company's
Chief Executive Officer and to each of the Company's four most highly
compensated executive officers other than the Chief Executive Officer.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES(1)
<TABLE>
<CAPTION>
Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options at
Fiscal Year End (#) Fiscal Year End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable(3)
<S> <C> <C>
Micky Arison
Chairman, CEO 400,000/600,000(2) 3,650,000/5,475,000
and Director
Howard S. Frank
Vice Chairman, 160,000/240,000(2) 1,460,000/2,190,000
CFO and Director
</TABLE>
____________________
(1) No options were exercised by executive officers during fiscal 1996. No
stock appreciation rights are held by any of the named executive
officers.
(2) On May 30, 1997, the second anniversary of the grant date of the
options, additional options to acquire 200,000 and 80,000 shares of
Class A Common Stock will become exercisable by Messrs. Arison and
Frank, respectively. The same number of options shall become
exercisable by Messrs. Arison and Frank on each of the next two
anniversary dates of the grant date of the options.
(3) The value of the unexercised options is based upon the difference
between the exercise price and the closing price of the Class A Common
Stock on November 29, 1996.
Deferred Compensation Agreements
The Company has entered into deferred compensation agreements with three
employees, Robert H. Dickinson, Meshulam Zonis and a former executive officer.
The agreements provide for the payment of an annual deferred compensation
benefit equal to 50% of each employee's annual compensation, payable for 15
years in equal monthly installments after the employee retires. "Compensation"
is defined as the average of the employee's annual salary and bonuses, up to a
maximum of $400,000 earned during the last five years of employment (highest
paid five years of employment for the former executive officer) preceding the
employee's retirement or other separation from service. Employees may retire
and begin receiving an unreduced benefit anytime if they have reached age 65
and have 10 years of continuous service, as determined by the Company.
Assuming average final compensation calculated according to Messrs. Dickinson's
and Zonis's annual compensation over the last five years, the estimated annual
benefits payable to each of Messrs. Dickinson and Zonis would be $200,000. An
employee may retire with benefits prior to age 65 if he is at least age 55, has
completed at least 10 years of service, and the Company consents to such
retirement. In such event, if the employee elects to have benefits commence
prior to age 65, payments are reduced to the present value, using a discount
factor of 10% of the full benefit which would have been payable at age 65. An
employee may also be entitled to benefits under certain other circumstances
specified in the agreements.
If the employee dies before receiving the entire benefit payable to him,
the balance is paid to the employee's beneficiary or estate.
All amounts are forfeited if the employee engages in any conduct which in
the Company's opinion is contrary to the Company's best interests, if the
employee's employment is terminated for cause, if the employee engages in
competition with the Company, or if the employee fails to assist the Company
when asked.
Defined Benefit Plans
The following table sets forth estimated pension benefits payable at age
65 or upon completion of 5 years of plan participation, whichever occurs later
(the "Normal Retirement Date"), pursuant to two employee pension plans
(qualified and non-qualified) adopted by the Company effective January 1, 1989
(collectively, the "Pension Plan"). (The Pension Plan provides an early
retirement benefit at age 55 after completion of 15 years of service, subject
to a reduction of .5% for each month that distribution of benefits precedes the
participant's Normal Retirement Date.)
<TABLE>
<CAPTION>
PENSION PLAN TABLE
Years of Service
Remuneration 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$125,000 $24,600 $32,800 $41,000 $49,200 $49,200
$150,000 and above $30,600 $40,800 $51,000 $61,200 $61,200
</TABLE>
A participant's benefits under the Pension Plan are calculated based on an
employee's length of service with the Company and the average of the
participant's five highest consecutive years of compensation (including base
pay, overtime, bonuses and commissions) out of the last ten years of service.
Subject to the benefit limitation policy discussed below, the covered
compensation with respect to the individuals named in the Summary Compensation
Table would include substantially the same types and amounts of annual
compensation shown in the Summary Compensation Table.
The normal form of payment is a straight life annuity with benefits
ceasing at the later of the death of the participant or five years from the
date of first payment. If the employee is married, pension benefits are
presumptively payable on a reduced joint and 50% survivor annuity basis with
the employee's spouse as the contingent annuitant. Other forms of
distributions are available under the Pension Plan and with benefit payments
commencing generally not prior to January 1, 1994. Those options will include
a lump sum distribution.
The Company has adopted a benefit limitation policy for the Pension Plan
consistent with Section 415 of the Internal Revenue Code of 1986, as amended
(the "Code"). The annual compensation for the fiscal year ended November 30,
1996 covered by the Pension Plan for the individuals named in the Summary
Compensation Table, except for A. Kirk Lanterman who is not eligible for
participation in the Pension Plan, is limited to $150,000 (as may be indexed)
pursuant to Section 401(a)(17) of the Code.
Pension benefits paid under the Pension Plan will be credited toward
amounts payable under the Deferred Compensation Agreements described above.
The Pension Plan does not reduce benefits on account of Social Security (or any
other benefit), other than as reflected in the benefit formula which is
integrated with Social Security.
As of January 1, 1997, the years of credited service under the Pension
Plan for each of the executive officers named in the Summary Compensation
Table, except for A. Kirk Lanterman who is not eligible for participation in
the Pension Plan, will be as follows: Micky Arison, age 47, with 21 credited
years of service; Robert H. Dickinson, age 54, 21 years; Meshulam Zonis, age
63, 21 years; and Howard S. Frank, age 55, 7 years. In consideration of Mr.
Frank's forfeiture of retirement benefits from his prior employer, on April 17,
1995, the Compensation Committee approved an agreement with Mr. Frank whereby
the Company agreed to compensate Mr. Frank upon his retirement for benefits he
would have received under the Pension Plan if he had been credited for an
additional thirteen years of service in addition to the actual years of
credited service, reduced by the amounts payable under the Pension Plan.
Compensation of Directors
During fiscal 1996, each director who was not an employee of the Company
received $25,000 per annum. Based on a review of various compensation reports
reviewed by the Compensation Committee of the Board of Directors, the
Compensation Committee has recommended to the Board of Directors, and the Board
of Directors has approved, a modification to the method of compensating the
Company's outside directors beginning in fiscal 1997 as follows: Each director
who is not an employee of the Company will receive $28,000 per annum. The
committee chairmen and committee members will receive an additional $4,000 and
$2,000 per annum, respectively. In addition, each director will receive an
additional $1,000 for each board or committee meeting attended.
On July 10, 1993, the Board of Directors adopted the 1993 Outside
Directors' Stock Option Plan (the "Outside Director Plan") to provide
additional compensation to non-employee directors. The Outside Director Plan
provides for the granting of options to purchase shares of Class A Common Stock
to directors of the Company who are not employees or officers of the Company or
any of its subsidiaries.
Each nonemployee director elected or appointed to the Board of Directors
for the first time following the adoption of the Outside Director Plan is
granted an option to purchase 10,000 shares of Class A Common Stock.
Thereafter, for each five-year period of consecutive service as a nonemployee
director, each nonemployee director receives an option to purchase an
additional 10,000 shares of Class A Common Stock. The exercise price of each
option granted under the Outside Director Plan may not be less than the average
of the high and the low sales price of a share of Class A Common Stock on the
New York Stock Exchange on the date of grant.
Options granted under the Outside Director Plan are immediately
exercisable for a period of five years from the date of grant. The maximum
number of shares of Class A Common Stock which may be made subject to options
under the Outside Director Plan is 400,000. The Outside Director Plan is
effective for a period of ten years from the date of adoption by the Board of
Directors.
Pursuant to the terms of the Outside Director Plan each nonemployee
director serving in such capacity at the time of the adoption of the Outside
Director Plan was granted an option to purchase 10,000 shares of Class A Common
Stock. In addition, such nonemployee directors received an option to purchase
10,000 shares of Class A Common Stock for each five year period of service as a
director of the Company prior to the adoption of the Outside Director Plan (or
credit for any such period of prior service of less than five years). Based on
the foregoing, Messrs. Ruben, Subotnick, Weiser and Zucker were each granted
options to acquire 20,000 shares of Class A Common Stock and Mr. Birnbach,
Ambassador Capen and Dr. Maidique each received an option to acquire 10,000
shares of Class A Common Stock. The option price of the options issued to
Messrs. Ruben, Subotnick, Weiser, Zucker and Birnbach was $19.81 per share of
Class A Common Stock, the average of the high and the low sales price of a
share of Class A Common Stock on the New York Stock Exchange on the date of
grant. The option price of the options issued to Mr. Capen and Dr. Maidique
was $22.50 per share of Class A Common Stock, the average of the high and the
low sales price of a share of Class A Common Stock on the New York Stock
Exchange on the date of grant. On July 12, 1995, Mr. Birnbach was granted
options to acquire an additional 10,000 shares of Class A Common Stock at an
option price of $23.94 per share. Shari Arison, David Crossland and James M.
Dubin do not receive options under the Outside Director Plan. The following
table sets forth the market value of the Class A Common Stock which could be
acquired with the unexercised options held by each nonemployee director
participating in the Outside Director Plan as of January 17, 1997.
<TABLE>
<CAPTION>
Exercise Aggregate Market Value
No. of Options Price Exercise as of
Unexercised Per Share ($) Price ($) 1/17/97 ($)
<S> <C> <C> <C> <C>
William S. Ruben 10,000 $19.81 $198,100 $337,500
Stuart Subotnick 20,000 19.81 396,200 675,000
Sherwood M. Weiser 20,000 19.81 396,200 675,000
Uzi Zucker 20,000 19.81 396,200 675,000
Maks L. Birnbach 10,000 19.81 198,100 337,500
Maks L. Birnbach 10,000 23.94 239,400 337,500
Richard G. Capen, Jr. 10,000 22.50 225,000 337,500
Total 100,000 $2,049,200 $3,375,000
</TABLE>
Retirement and Consulting Agreement
In 1996, the Company entered into a Retirement and Consulting Agreement
(the "Retirement Agreement") with A. Kirk Lanterman, the President and Chief
Executive Officer of the Company's wholly-owned subsidiary, Holland America
Line-Westours Inc. The Retirement Agreement replaced a prior agreement between
Mr. Lanterman and the Company entered into in 1994 and provides that the
Company will pay to Mr. Lanterman in monthly installments over a fifteen year
period an annual compensation for past services and consulting services of
$450,840 beginning upon his retirement from employment with the Company or its
subsidiaries. A portion of these amounts represents bonuses deferred by Mr.
Lanterman as described in the Summary Compensation Table above. Mr. Lanterman
is required to provide up to five hours of consulting services per month during
the term of the Retirement Agreement. In the event of Mr. Lanterman's death
prior to the expiration of the Retirement Agreement, the present value of the
unpaid balance of the total compensation payable under the Retirement Agreement
must be paid to his estate within thirty days of the date of his death.
Compensation Committee Interlocks and Insider Participation
During the Company's fiscal year ended November 30, 1996, Messrs.
Modesto A. Maidique, Sherwood M. Weiser, Micky Arison and Uzi Zucker served as
members of the Compensation Committee of the Board of Directors. Mr. Arison is
the Chairman of the Board of Directors and Chief Executive Officer of the
Company. Mr. Arison and Mr. Frank are directors of CHC International, Inc. As
described below, Mr. Weiser is Chairman of the Board of Directors, Chief
Executive Officer and President of CHC International, Inc.
Mr. Weiser
Sherwood M. Weiser is the Chairman of the Board, Chief Executive Officer
and President of CHC International, Inc., d/b/a Carnival Hotels and Casinos
("CHC"). CHC, an independent hotel and casino development and management
company, was formed in March 1994 by the Company and the principals of The
Continental Companies. Mr. Weiser was the Chairman of the Board and Chief
Executive Officer of The Continental Companies as well as one of its principal
stockholders. As of January 15, 1997, the Company owned 24.05% of the
outstanding capital stock of CHC.
In March 1994, the Company and CHC entered into a Trademark License
Agreement providing for CHC's use of the "Carnival" trademark so that CHC may
do business as "Carnival Hotels & Casinos". In exchange, CHC pays the Company
an annual royalty equal to the greater of $100,000 or 1% of CHC's gross
revenues, computed in accordance with the terms of the Trademark License
Agreement. The Trademark License Agreement has a term of 20 years.
In connection with the Company's sale to Mr. Weiser of 429,624 shares of
CHC capital stock effective November 30, 1994, Mr. Weiser issued a promissory
note in favor of the Company in the original principal amount of $5,370,000
(the "Weiser Note"). The Weiser Note bears interest at the rate of 6% per
annum. The principal of and accrued interest on the Weiser Note is payable in
full on November 30, 1998. The Weiser Note contains a put option which may be
exercised by Mr. Weiser at any time to require the Company to repurchase the
429,624 shares of CHC capital stock sold to Mr. Weiser in exchange for the full
principal and interest due under the Weiser Note. As of January 15, 1997, the
full principal amount of the Weiser Note remains outstanding.
In March 1996, the Company extended a $25 million loan to CHC Casinos
Canada Limited ("CHC Canada"), a wholly-owned subsidiary of CHC (the "Loan").
Under the terms of the Loan, CHC Canada loaned funds on an unsecured,
subordinated and non-recourse basis, to Casino RAMA, Inc., a corporation
wholly-owned by the Chippewas of RAMA Indian Nation, for a portion of the
construction of a casino located on the reserve of the Chippewas of RAMA Indian
Nation in Ontario, Canada. CHC Canada reached an agreement with the Chippewas
of RAMA Indian Nation and the Ontario Casino Corporation to operate the casino
and related facilities for the benefit of the Chippewas of RAMA Indian Nation
and other Indian Nations located in Ontario. The Loan bore interest at the
rate of 30% per annum. CHC guaranteed the Loan. The Loan was repaid in full
in December 1996.
The terms of the various transactions involving the Company and CHC were
the result of arms-length negotiations between the parties.
Mr. Arison
Mr. Arison, the Chairman of the Board of Directors and Chief Executive
Officer of the Company, is the indirect sole owner of a corporation which
leased a plane to the Company under a long-term lease pursuant to which the
Company paid rent in a lump sum of $5.5 million in 1987. The amount of the
lump sum payment was based on the fair market value and the remaining useful
life of the plane at the time, as determined by an independent appraiser.
Because the Company recently acquired a new aircraft, the Company is
negotiating the termination of the lease in consideration of the payment to the
Company of an amount representing unused, prepaid rent under the lease, plus
the value of certain improvements made by the Company to the plane during the
term of the lease.
Mr. Arison is also the indirect majority shareholder of Carnival Air
Lines, Inc. ("Carnival Air"), an airline which conducts charter services and
scheduled carrier services to Nassau, Puerto Rico and other locations in the
Caribbean from several U.S. cities and between various U.S. cities. During
fiscal 1996, the Company and its subsidiaries paid approximately $2 million to
Carnival Air for services associate with transporting a limited number of the
Company's cruise passengers. The Company believes that the fees charged by
Carnival Air are comparable to those charged by other airlines for comparable
services. The Company also earned license fees of approximately $500,000
during fiscal 1996 for the license of the "Carnival" trademark to Carnival Air.
Mr. Zucker
Mr. Zucker, a director of the Company, is a Managing Director of Bear,
Stearns & Co. Inc. ("Bear Stearns"). Bear Stearns is one of the investment
banking firms serving as an agent of the Company in connection with the
Company's ongoing offering of $100,000,000 of Medium Term Notes. Bear, Stearns
International Limited served as an underwriter in the November 1996 public
offering of the Company's 20,300,000 shares of Class A Common Stock by certain
shareholders of the Company. Bear Stearns did not receive any underwriting
fees from the Company during fiscal 1996.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Committees
The four-member Compensation Committee of the Company's Board of Directors
is responsible for annually recommending to the Board of Directors the cash
compensation payable to the Company's executive officers. Compensation
decisions by the Compensation Committee are submitted to the Board of Directors
for approval. The Plan Administration Committee is responsible for the
administration of the Company's stock-based incentive plans. The Compensation
Committee and the Plan Administration Committee are collectively referred to in
this Report as the "Committees".
The Compensation Committee is comprised of Messrs. Sherwood M. Weiser, Uzi
Zucker, and Modesto A. Maidique, each of whom are outside directors of the
Company, and Micky Arison, the Chairman and Chief Executive Officer of the
Company. Micky Arison, Ted Arison (his father) and the other Principal
Shareholders control 69.71% of the voting power of the Company. Micky Arison's
participation on the Compensation Committee provides the controlling
shareholders of the Company the ability to directly oversee and influence the
compensation policies of the Company. The Plan Administration Committee is
comprised of Messrs. Maidique, Weiser and Zucker.
Compensation Structure
The key components of the compensation of the Company's Chief Executive
Officer and the other executives named in the Summary Compensation Table are
base salary, annual bonus and stock-based incentives. The objective of the
Company is to create a compensation package for executive officers that is
competitive with compensation payable by comparable leisure industry companies,
as well as to provide both short term rewards and long term incentives for
positive individual and corporate performance.
Based on his subjective determinations, the Chief Executive Officer
recommends to the Compensation Committee and the Plan Administration Committee
the amount of total compensation payable to the Chief Executive Officer and the
other named officers for each fiscal year. The Committees undertake a
subjective review of such recommendations in light of the various factors
discussed below. Neither the Chief Executive Officer nor the Committees assign
relative values to any factors considered in the compensation process or set
predetermined performance targets for purposes of the compensation decisions.
The compensation recommendations of the Chief Executive Officer have
historically been approved by the Committees and the Board of Directors. The
various components of the Company's executive compensation are discussed below.
Salaries
With the exception of Mr. Lanterman who is employed by Holland America
Line-Westours Inc. ("HALW"), a subsidiary of the Company, the Chief Executive
Officer and the named executive officers receive approximately the same annual
base salary. The base salaries, including the base salary of the Chief
Executive Officer of the Company, are set at a level the Company believes to be
below salaries paid to executive officers of companies of comparable size. The
objective of the Company is to emphasize the variable annual bonus as the most
important cash compensation feature of executive compensation. The base salary
of the Chief Executive Officer has not been significantly adjusted during the
past three fiscal years.
Bonuses
The primary cash-based component of the Company's executive compensation
is the annual bonus. The emphasis on the annual discretionary bonus allows the
Company greater flexibility in rewarding favorable individual and corporate
performance than possible under a salary-oriented structure. Although there is
no specific relationship between the bonus recommendations of the Chief
Executive Officer and the performance of the Company for the 1996 fiscal year,
the Compensation Committee considered generally in reviewing such
recommendations the 22.7% increase in the Company's earnings per share for
fiscal 1996, the performance of the individual operating units of the Company,
and the shareholder return reflected in the Performance Graph appearing
elsewhere in this Proxy Statement.
Mr. Lanterman's cash bonus is based on the financial performance of HALW,
and is calculated pursuant to the terms of the HALW Key Management Incentive
Plan. Annual bonuses to Robert Dickinson and Meshulam Zonis were determined
pursuant to the terms of the 1994 Carnival Cruise Lines Key Management
Incentive Plan (the "CCL Plan"). A portion of the annual bonus payable
pursuant to the CCL Plan is payable in shares of the Company's Class A Common
Stock.
Stock-Based Incentives
The third component of the Company's executive compensation is comprised
of stock-based incentive plans. The Plan Administration Committee considers
the current year's vesting of previously issued shares under the 1987 and 1993
Carnival Cruise Lines, Inc. Restricted Stock Plans, respectively, and other
stock grants or awards in evaluating the executive compensation recommendations
of the Chief Executive Officer. In addition, the Plan Administration Committee
considers granting stock options pursuant to the 1992 Option Plan. Whereas the
cash bonus payments are intended to reward positive short-term individual and
corporate performance, grants under the stock-based plans are intended to
provide executives with longer term incentives which appreciate in value with
the continued favorable future performance of the Company. A portion of the
annual bonuses payable pursuant to the CCL Plan is payable in shares of the
Company's Class A Common Stock.
Other Compensation
The Company in the past has entered into various compensation-related
agreements with individual officers. Such plans include employment agreements
and deferred compensation arrangements. The Committees and the Board will
consider such arrangements in the future in connection with circumstances which
warrant an individualized compensation arrangement.
The Company's executive officers also participate in the Company's
non-qualified pension plan.
The Compensation Committee
Sherwood M. Weiser, Chairman
Micky Arison
Modesto A. Maidique
Uzi Zucker
Performance Graph
The following graph compares the Price Performance of $100 if invested in
the Company's Class A Common Stock with the Price Performance of $100 if
invested in each of the New York Stock Exchange Market Value Index and the Dow
Jones Industry Group REQ (other leisure services and products). The
Performance Graph does not contain comparisons with a cruise line industry
index or other cruise lines because the great majority of other companies
engaged in the cruise business are privately-held companies. The Price
Performance, as used in the Performance Graph, is calculated by assuming $100
is invested at the beginning of the period in the Company's Class A Common
Stock at a price equal to the market value. At the end of each fiscal year the
total value of the investment is computed by taking the number of shares owned,
assuming the Company's dividends are reinvested on an annual basis, times the
market price of the shares at the end of each fiscal year.
(Graph)
<TABLE>
<CAPTION>
1991 1992 1993 1994 1995 1996
<S> <C> <C> <C> <C> <C> <C>
Carnival Corporation 100 142 215 196 239 294
NYSE Market Index 100 115 129 131 168 208
Dow Jones Industry
Group/REQ 100 134 160 147 194 235
</TABLE>
TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE COMPANY
Transactions with Ted Arison. In November 1990, subsequent to his
resignation as Chairman of the Board, Ted Arison and the Company entered into a
consulting agreement (the "Consulting Agreement") whereby Ted Arison agreed to
act as a consultant to the Company with respect to the construction of cruise
ships. In July 1992, the Consulting Agreement was replaced by a new consulting
agreement (the "New Consulting Agreement") between the Company and Arison
Investments Ltd. ("AIL"), a corporation affiliated with Ted Arison. The New
Consulting Agreement, which originally expired November 25, 1996, has been
extended until November 25, 1999. Under the New Consulting Agreement, the
Company has agreed to pay AIL $500,000 per year and to reimburse it for all
customary and usual expenses. The New Consulting Agreement also has a non-
competition clause under which AIL has agreed that during the term of the New
Consulting Agreement it will not, and will cause its affiliate not to compete
in any way with the Company. In fiscal 1996, $500,000 in fees were paid to
AIL under the New Consulting Agreement. In connection with the performance
of his consulting services, Mr. Arison periodically utilizes an airplane
leased by the Company. Mr. Arison reimburses the Company for his personal
use of the airplane. In 1996, Mr. Arison paid the Company $291,000 for the
personal use of the airplane.
Under a registration rights agreement (the "Arison Registration Rights
Agreement"), the Company has granted certain registration rights to Ted Arison
with respect to the shares of Class A Common Stock beneficially owned by Ted
Arison (the "Arison Shares") in consideration for $10,000 to be paid to the
Company by Ted Arison thereunder. If, at any time, Ted Arison makes a written
demand for the registration of any number of the Arison Shares, subject to a
minimum amount of 500,000 shares, the Company will within 90 days prepare and
file with the SEC a registration statement, subject to certain limitations. In
addition, if the Company determines to file a registration statement on its
behalf or on behalf of any security holders (other than a registration
statement filed for the purpose of registering shares issuable to employees
under an employee benefit plan or in connection with a business combination)
relating to its Common Stock or any class of securities convertible into Common
Stock, Ted Arison may register the Arison Shares pursuant to such registration
statement, subject to certain limitations. The Company has agreed to bear all
expenses relating to such demand and piggyback registrations, except for fees
and disbursements of counsel for Ted Arison, selling costs, underwriting
discounts and applicable filing fees. In November 1996, the Company consented
to the assignment by Ted Arison of the rights granted to him under the Arison
Registration Rights Agreement to Royal Bank of Scotland Trust Company
(Limited), as trustee for the Ted Arison Charitable Trust. In addition, the
Company granted to the Arison Foundation, Inc. (the "Foundation") the same
rights with respect to the shares of Class A Common Stock owned by the
Foundation that Ted Arison had with respect to the Arison Shares. Shari Arison
is the President and a director of the Foundation. In November 1996, the
Company filed a registration statement at the request of Ted Arison, the
Charitable Trust and the Foundation for the sale of 21,845,000 shares of the
Company's Class A Common Stock pursuant to the terms of the Arison Registration
Rights Agreement. The Company incurred approximately $200,000 in expenses
related to such registration.
Registration Rights. Pursuant to a letter agreement (the "Trust
Registration Rights Agreement") dated July 11, 1989, the Company granted to the
Ted Arison Irrevocable Trust (the "Irrevocable Trust") and the Arison
Children's Irrevocable Trust (the "Children's Trust", and together with the
Irrevocable Trust, the "Trusts") certain registration rights with respect to
the 14,277,028 shares of Class A Common Stock held for investment by the Trusts
(the "Shares"). The beneficiaries of the Trusts included the children of Ted
Arison, including Micky Arison, a director, Chairman of the Board and Chief
Executive Officer of the Company and Shari Arison, a director of the Company.
Effective December 26, 1991, the Children's Trust was divided into three
separate continued trusts, including continued trusts for Micky Arison and
Shari Arison.
The Trust Registration Rights Agreement provides that if, at any time,
either of the Trusts makes a written demand for the registration of its Shares,
the Company will within 90 days prepare and file with the Securities and
Exchange Commission a registration statement, subject to certain limitations.
The Company is not required to effect any demand registration pursuant to the
Trust Registration Rights Agreement unless all of the Shares owned by either of
the Trusts are included in the demand for registration. In addition, if the
Company determines to file a registration statement on its behalf or on behalf
of any security holders (other than a registration statement filed for the
purpose of registering shares issuable to employees under an employee benefit
plan, or in connection with a business combination) relating to its Common
Stock or any class of securities convertible into its Common Stock, either of
the Trusts may register its Shares pursuant to such registration statement,
subject to certain limitations. The Company has agreed to bear all expenses
relating to such demand and piggyback registrations, except for fees and
disbursements of counsel for the Trusts, underwriting discounts and applicable
filing fees.
Transactions with Cruise Specialists. Janet Olczak, the wife of A. Kirk
Lanterman, an executive officer and director of the Company, is the owner of a
travel agency located in Seattle, Washington, named Cruise Specialists. Under
the laws of the State of Washington, Ms. Olczak's ownership interest in Cruise
Specialists is her separate property and, accordingly, Mr. Lanterman does not
have any ownership interest in the agency. Cruise Specialists sells cruises
and other similar products for various travel providers, including the Company,
under arrangements that are common throughout the travel industry whereby
Cruise Specialists receives a commission based on sales generated. In fiscal
1996, Cruise Specialists generated approximately $7 million of gross revenues
(before commission) for the Company. In connection with such revenues, Cruise
Specialists received commissions of approximately $1.2 million. The Company
believes that the commissions paid to Cruise Specialists are comparable to
those paid to other travel agents for comparable services.
Transactions with Trustees. The trustee of the B Trust and the Micky
Arison Holdings Trust is JMD Delaware, Inc., a Delaware corporation wholly-
owned by James M. Dubin. Mr. Dubin is a director of the Company and a partner
in the New York law firm of Paul, Weiss, Rifkind, Wharton & Garrison, which
firm serves as counsel to the Company and Micky Arison.
Andrew H. Weinstein is the sole shareholder of TAF Management Company,
A.H.W. Limited and Kentish Limited, which act either as trustee or protector of
certain Arison family trusts. Mr. Weinstein is a partner in the law firm of
Holland & Knight, which firm serves as counsel to the Company and Ted Arison.
Transactions with Airtours and David Crossland. During 1996, the Company
acquired, for an aggregate purchase price of approximately $307 million,
40,000,000 ordinary shares of Airtours (the "Ordinary Shares"), equivalent to
29.54% of the ordinary share capital of Airtours. Airtours is an integrated
leisure travel group, owning tour operators, charter airlines, travel agencies,
cruise ships and holiday hotels. It markets its products to customers in the
United Kingdom, Sweden, Norway, Denmark, Finland, the United States and
Canada. David Crossland owns 16,179,958 Ordinary Shares (or 11.9%) of
Airtours' ordinary share capital. Micky Arison and Howard S. Frank are non-
executive directors of Airtours.
On December 18, 1996, the Company and Airtours entered into a letter of
intent with a syndicate of controlling shareholders of Costa Crociere S.p.A.
("Costa"). Under the letter of intent, upon satisfactory conclusion of a due
diligence investigation and execution of purchase agreements between the
Company, Airtours and members of the syndicate, the Company and Airtours will
launch a tender offer to acquire 100% of the entire issued share capital of
Costa, subject to certain conditions, for an aggregate consideration of
approximately $300 million. Assuming full acceptance of the tender offer,
Airtours and Carnival will each own 50% of Costa. No assurances can be given
that purchase agreements will be entered into or that if the purchase
agreements are executed, a transaction will be finalized.
Transaction with Shari Arison. The Company has granted a license to use
the "Carnival" trademark to F.U.N., Inc. ("F.U.N.") in connection with F.U.N.'s
manufacturing, advertisement and sales of perfume and certain related products
on the Company's ships and in department and specialty shops in the United
States and specified foreign countries. Shari Arison is a member of the Board
of Directors and a Vice President of F.U.N. Shari Arison's husband, Mickey
Dorsman, owns a 50% interest in F.U.N. Royalties are payable to the Company in
an amount equal to 5% of net sales up to $5 million, and thereafter on net
sales based on a sliding scale providing for lesser percentages of royalties as
annual net sales increase, with a minimum of 2%. No royalty payments were made
in fiscal 1996. See also "TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE
COMPANY -- Transactions with Ted Arison."
Other Transactions. Certain transactions involving Micky Arison, Sherwood
M. Weiser and Uzi Zucker are described in "EXECUTIVE COMPENSATION --
Compensation Committee Interlocks and Insider Participation."
Transactions with Affiliated Entities. The Company has adopted a policy
of dealing with affiliated entities on an arms-length basis and it may not
engage in business transactions with any affiliate on terms and conditions less
favorable to the Company than terms and conditions available at the time for
comparable transactions with unaffiliated persons.
SELECTION OF AUDITORS
The Board of Directors has selected Price Waterhouse LLP as independent
certified public accountants of the Company for the fiscal year ending November
30, 1997, subject to approval of the shareholders. A representative of such
firm will be present at the Annual Meeting and will have an opportunity to make
a statement if he desires to do so and is expected to respond to appropriate
questions which the shareholders might have. The Company knows of no direct or
material indirect financial interests or relationships that the members of such
firm have with the Company.
Although ratification by the shareholders of the appointment of
independent accountants is not legally required, the Board of Directors
believes that such action is desirable.
Ratification of the selection of Price Waterhouse LLP as independent
auditors for the 1997 fiscal year requires the approval of the majority of the
votes cast at the Annual Meeting.
The Board of Directors unanimously recommends a vote FOR ratification of
the selection of Price Waterhouse LLP as independent certified public
accountants for the 1997 fiscal year.
ANNUAL REPORT
The Annual Report of the Company, including financial statements for the
fiscal year ended November 30, 1996, is being forwarded to each shareholder
with this Proxy Statement.
OTHER MATTERS
The Board of Directors has no knowledge of any other matters which may
come before the Annual Meeting. If any other matters shall properly come
before the meeting, the persons named in the Proxies will have discretionary
authority to vote the shares thereby represented in accordance with their best
judgment.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the Company's next
Annual Meeting of Shareholders must be received by the Secretary of the Company
prior to November 15, 1997 for inclusion in the Proxy Statement for the next
Annual Meeting of Shareholders.
Arnaldo Perez
Secretary
Dated: March 7, 1997
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE COMPANY'S
FISCAL YEAR ENDED NOVEMBER 30, 1996 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST
TO ARNALDO PEREZ, CORPORATE SECRETARY, CARNIVAL CORPORATION 3655 N.W. 87
AVENUE, MIAMI, FLORIDA 33178-2428.
<PAGE>
CARNIVAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 14, 1997
The undersigned hereby appoints Micky Arison and Arnaldo Perez and each of
them as proxies with full power of substitution, with all the powers the
undersigned would possess if personally present, to vote all shares of Class A
Common Stock of Carnival Corporation which the undersigned is entitled to vote
at the Annual Meeting of Shareholders and any adjournment(s) thereof.
A Vote FOR Proposals 1, 2 and 3 is recommended by the Board of Directors.
1. Election as Director.
<TABLE>
<S> <C>
/ / FOR each nominee listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for the nominee listed below
</TABLE>
William S. Ruben, Stuart Subotnick, Sherwood M. Weiser, Uzi Zucker
(INSTRUCTION: TO WITHHOLD authority to vote for any individual nominee,
write that nominee's name on the line below).
_______________________________________________________________________________
2. Approval of the amendment to the 1992 Stock Option Plan.
(check one box) / / FOR / / AGAINST / / ABSTAIN
(continued on reverse side)
3. Approval of Auditors.
(check one box) / / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such
other business as may come before the Annual Meeting, or any adjournment(s)
thereof.
I will be attending the annual meeting / / Print Name below
_____________________________________________
Persons who do not indicate attendance at the Annual Meeting on this proxy card
will be required to present proof of stock ownership to attend.
The shares represented by this Proxy will be voted as specified herein. If not
otherwise specified, such shares will be voted by the proxies FOR Proposals 1,
2 and 3.
Dated: __________________, 1997
Signature ______________________
Signature ______________________
(Please sign exactly as name
appears to the left.)
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
