SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3 to the Second Amended and Restated
Schedule 13D
Under the Securities Exchange Act of 1934
CARNIVAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK ($.01 PAR VALUE)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
143658 10 2
- --------------------------------------------------------------------------------
(CUSIP Number)
Arnaldo Perez, Esq.
General Counsel
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JUNE 5/JULY 15, 1997
- --------------------------------------------------------------------------------
(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 is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 1,826,583.34
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 1,826,583.34
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,826,583.34
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.6%
14) Type of Reporting Person (See Instructions): OO
Page 2
<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: 1,826,583.34
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 182,658
ing Person
With 10) Shared Dispositive Power: 1,643,925.34
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,826,583.34
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.6%
14) Type of Reporting Person (See Instructions): CO
Page 3
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
TED ARISON
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Israel
Number of 7) Sole Voting Power: 55,693,016
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 55,693,016
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
55,693,016
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):
18.7%
14) Type of Reporting Person (See Instructions): IN
Page 4
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
THE 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):
0.8%
14) Type of Reporting Person (See Instructions): OO
Page 5
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
THE SHARI ARISON IRREVOCABLE GUERNSEY TRUST
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Guernsey, Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,551,354
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,551,354
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.2%
14) Type of Reporting Person (See Instructions): OO
Page 6
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
THE 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):
0.8%
14) Type of Reporting Person (See Instructions): OO
Page 7
<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):
5.1%
14) Type of Reporting Person (See Instructions): OO
Page 8
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
SHARI ARISON
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States and Israel
Number of 7) Sole Voting Power: 3,000,000
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,000,000
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,000,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.0%
14) Type of Reporting Person (See Instructions): IN
Page 9
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
THE 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):
0.6%
14) Type of Reporting Person (See Instructions): OO
Page 10
<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
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States and Israel
Number of 7) Sole Voting Power: 516,220
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 516,220
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
516,220
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):
0.2%
14) Type of Reporting Person (See Instructions): IN
Page 11
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
MBA I LLC
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):
0.6%
14) Type of Reporting Person (See Instructions): OO
Page 12
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
THE 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: 979,504.66
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 979,504.66
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
979,504.66
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
0.3%
14) Type of Reporting Person (See Instructions): OO
Page 13
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
THE MICKY ARISON HOLDINGS 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: 3,251,354
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: 3,251,354
ing Person
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,251,354
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.1%
14) Type of Reporting Person (See Instructions): OO
Page 14
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
THE MICKY ARISON 1994 "B" 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: -0-
Shares Bene-
ficially 8) Shared Voting Power: 54,957,142
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 54,957,142
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
54,957,142
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
18.5%
14) Type of Reporting Person (See Instructions): OO
Page 15
<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: 3,851,354
Shares Bene-
ficially 8) Shared Voting Power: 54,957,142
Owned by
Each Report- 9) Sole Dispositive Power: 3,851,354
ing Person
With 10) Shared Dispositive Power: 54,957,142
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
58,208,496
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):
19.6%
14) Type of Reporting Person (See Instructions): IN
Page 16
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
A.H.W. LIMITED
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Guernsey, Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 3,551,354
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,551,354
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
1.2%
14) Type of Reporting Person (See Instructions): CO
Page 17
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
ANDREW H. WEINSTEIN
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 15,042,858
Shares Bene-
ficially 8) Shared Voting Power: 7,438,514
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 26,032,726
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
26,032,726
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
8.8%
14) Type of Reporting Person (See Instructions): IN
Page 18
<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: 7,438,514
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 7,438,514
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
7,438,514
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
2.5%
14) Type of Reporting Person (See Instructions): CO
Page 19
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
KENTISH LIMITED
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
6) Citizenship or Place of Organization: Isle of Man, United Kingdom
Number of 7) Sole Voting Power: 15,042,858
Shares Bene-
ficially 8) Shared Voting Power: -0-
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 15,042,858
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
15,042,858
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
5.1%
14) Type of Reporting Person (See Instructions): CO
Page 20
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
JMD DELAWARE, 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: Delaware
Number of 7) Sole Voting Power: -0-
Shares Bene-
ficially 8) Shared Voting Power: 54,957,142
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 54,957,142
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
54,957,142
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
18.5%
14) Type of Reporting Person (See Instructions): CO
Page 21
<PAGE>
CUSIP NO. 143658 10 2
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of
Above Persons:
JAMES M. DUBIN
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: 54,957,142
Owned by
Each Report- 9) Sole Dispositive Power: -0-
ing Person
With 10) Shared Dispositive Power: 54,957,142
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
54,957,142
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
13) Percent of Class Represented by Amount in Row (11):
18.5%
14) Type of Reporting Person (See Instructions): IN
Page 22
<PAGE>
The Second Amended and Restated Joint Statement on Schedule 13D,
dated April 23, 1996, as amended (the "Schedule 13D"), of TAMMS L.P., TAMMS
Corp., Ted Arison, the Michael Arison Continued Trust, the Shari Arison Guernsey
Trust, the Shari Arison Continued Trust, the Shari Arison Trust No. 1, Shari
Arison, the Marilyn Arison Delaware Trust, Marilyn B. Arison, MBA I LLC, the
Micky Arison Continued Trust, the Micky Arison Trust, Micky Arison, A.H.W.
Limited, Andrew H. Weinstein, TAF Management and Kentish Limited is hereby
amended as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended by the addition thereto of the following:
"The Micky Arison 1994 "B" Trust (the "B Trust") is hereby added as
a Reporting Person to the Schedule 13D. The B Trust is a Delaware trust formed
for the benefit of Micky Arison and his heirs. The business address of the B
Trust is P.O. Box 1347, 1201 N. Market Street, Wilmington, Delaware 19899-1347.
The sole trustee of the B Trust is JMD Delaware, Inc. ("JMD Delaware"), a
Delaware corporation whose principal purpose is to serve as trustee for certain
trusts established for the benefit of members of the Arison family.
JMD Delaware is hereby added as a Reporting Person to the Schedule
13D. JMD Delaware is 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 business address of JMD Delaware is P.O. Box 1347, 1201 N.
Market Street, Wilmington, Delaware 19899-1347.
Page 23
<PAGE>
The executive officers of JMD Delaware are: James M. Dubin,
Chairman, President and Trust Officer; Jonathan R. Bell, Vice President,
Treasurer and Trust Officer; Denison H. Hatch, Jr., Vice President, Secretary
and Trust Officer; Johannes R. Krahmer, Vice President, Assistant Treasurer and
Trust Officer; and Walter C. Tuthill, Vice President and Trust Officer. The
directors of JMD Delaware are James M. Dubin, Denison H. Hatch, Jr. and Walter
C. Tuthill. The sole stockholder of JMD Delaware is James M. Dubin. Each of
Messrs. Dubin and Bell is an Attorney-at-Law at Paul, Weiss, Rifkind, Wharton &
Garrison, 1285 Avenue of the Americas, New York, New York 10019. Each of Messrs.
Hatch, Krahmer and Tuthill is an Attorney-at-Law at Morris, Nichols, Arsht &
Tunnell, P.O. Box 1347, 1201 N. Market Street, Wilmington, Delaware 19899-1347.
Each of Messrs. Dubin, Bell, Hatch, Krahmer and Tuthill is a United States
citizen.
James M. Dubin is hereby added as a Reporting Person to the Schedule
13D. Mr. Dubin is the sole stockholder of JMD Delaware, a Delaware corporation
whose principal purpose is to serve as trustee for certain trusts established
for the benefit of members of the Arison family."
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the addition thereto of the following:
"Since the last report, the Reporting Persons have disposed of
500,000 shares of Class A Common Stock and acquired 54,957,142 shares of Class A
Common Stock. This was accomplished by: (a) the contribution by TAF Management
Company, as Trustee for the Continued Trust for Micky Arison, of 500,000 shares
of Class A Common Stock to the Greene Street Exchange Fund, L.P.
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<PAGE>
on June 5, 1997; and (b) the conversion by JMD Delaware, as Trustee for the B
Trust, of 54,957,142 shares of Class B Common Stock, par value $.01 per share,
of Carnival Corporation ("Class B Common Stock") into an equal number of shares
of Class A Common Stock on July 15, 1997.
Prior to July 1, 1997, the B Trust had been restricted from
converting such shares under a stockholders agreement with the Issuer. Prior to
the conversion of the Class B Common Stock, the B Trust was the controlling
stockholder of the Issuer. Also, prior to the conversion of the Class B Common
Stock, the holders of Class B Common Stock had the power to elect 75% of the
directors of the Issuer and the Class B Common Stock held five votes per share
(as opposed to one vote per share for the Class A Common Stock) for all other
voting matters. As a result of the conversion of the Class B Common Stock, (i)
there are no remaining shares of Class B Common Stock outstanding, (ii) all
holders of Class A Common Stock (including the B Trust) vote as a class in all
elections for directors, and (iii) all shares of Class A Common Stock (including
the shares held by the B Trust) will have one vote per share for all other
voting matters.
None of the Reporting Persons has any current plans to change the
management or operations of the Issuer."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by the addition thereto of the following:
"On June 5, 1997, TAF Management, as Trustee for the Micky Arison
Continued Trust, contributed 500,000 shares of Class A Common Stock to the
Greene Street Exchange Fund, L.P. On July 15, 1997, JMD Delaware, as Trustee for
the B
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<PAGE>
Trust, exercised its right to convert 54,957,142 shares of Class B Common Stock
into an equal number of shares of Class A Common Stock.
The foregoing transactions are referred to herein as the "June/July
Transactions."
Following the June/July Transactions, the Micky Arison Continued
Trust beneficially owns 979,504.66 shares of Class A Common Stock (approximately
0.3% of the total number of shares of Class A Common Stock (after giving effect
to the conversion of the Class B Common Stock) reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending May 31, 1997 to be
outstanding as of July 11, 1997) all of which it holds directly. The Micky
Arison Continued Trust has sole voting power and dispositive power with respect
to the 979,504.66 shares of Class A Common Stock that it holds directly.
Following the June/July Transactions, the B Trust beneficially owns
54,957,142 shares of Class A Common Stock (approximately 18.5% of the total
number of shares of Class A Common Stock (after giving effect to the conversion
of the Class B Common Stock) reported in the Issuer's Quarterly Report on Form
10-Q for the quarter ending May 31, 1997 to be outstanding as of July 11, 1997)
all of which it holds directly. The B Trust has shared voting power and
dispositive power with respect to the 54,957,142 shares of Class A Common Stock
that it holds directly.
Following the June/July Transactions, Micky Arison beneficially owns
an aggregate of 58,808,496 shares of Class A Common Stock (approximately 19.6%
of the total number of shares of Class A Common Stock (after giving effect to
the conversion of the Class B Common Stock) reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ending May 31, 1997 to be outstanding as of
July 11,
Page 26
<PAGE>
1997), 600,000 shares of which are underlying vested options which he holds
directly, 3,251,354 shares of which he owns beneficially by virtue of the
interest and authority granted to him under the trust instrument for the Micky
Arison Trust and 54,957,142 shares with respect to which he shares beneficial
interest by virtue of the interest and authority granted to him under the trust
instrument for the B Trust. Micky Arison has sole voting power and dispositive
power with respect to the 3,251,354 shares of Class A Common Stock held by the
Micky Arison Trust and shares voting power and dispositive power with respect to
the 54,957,142 shares of Class A Common Stock held by the B Trust.
Because of his status as President and Treasurer of TAMMS Corp.,
Micky Arison may be deemed to share voting power with respect to the
1,826,583.34 shares of Class A Common Stock beneficially owned by TAMMS L.P.
Micky Arison disclaims beneficial ownership of the 1,826,583.34 shares of Class
A Common Stock owned by TAMMS L.P. which are beneficially owned by the partners
of TAMMS L.P. Accordingly, Micky Arison has not reported beneficial ownership of
any of the shares of Class A Common Stock held by TAMMS L.P.
Following the June/July Transactions, TAF Management beneficially
owns an aggregate of 7,438,514 shares of Class A Common Stock (approximately
2.5% 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 May 31, 1997 to be
outstanding as of July 11, 1997), 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
Page 27
<PAGE>
Common Stock. TAF Management disclaims beneficial ownership of all such shares
of Class A Common Stock.
Following the June/July Transactions, Andrew H. Weinstein
beneficially owns an aggregate of 26,032,726 shares of Class A Common Stock
(approximately 8.8% of the total number of shares of Class A Common Stock (after
giving effect to the conversion of the Class B Common Stock) reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending May 31, 1997 to be
outstanding as of July 11, 1997), by virtue of being the the sole shareholder of
(i) A.H.W. Limited, the trustee of the Shari Arison Guernsey Trust, (ii) 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, and (iii) Kentish Limited, the protector of the Shari Arison
Trust No. 1. As such, Mr. Weinstein may be deemed to share voting and
dispositive power with respect to all of the shares of Class A Common Stock held
by the trusts listed in clauses (i) and (ii) above and to have sole voting power
and shared dispositive power with respect to the shares of Class A Common Stock
held by the trust listed in clause (iii) above. Mr. Weinstein disclaims
beneficial ownership of all such shares of Class A Common Stock.
Following the June/July Transactions, JMD Delaware beneficially owns
an aggregate of 54,957,142 shares of Class A Common Stock (approximately 18.5%
of the total number of shares of Class A Common Stock (after giving effect to
the conversion of the Class B Common Stock) reported in the Issuer's Quarterly
Report on Form 10-Q for the quarter ending May 31, 1997 to be outstanding as of
July 11, 1997), by virtue of being the trustee of the B Trust. JMD Delaware may
be deemed
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<PAGE>
to share voting and dispositive power with respect to all such shares of Class A
Common Stock. JMD Delaware disclaims beneficial ownership of all such shares of
Class A Common Stock.
Following the June/July Transactions, James M. Dubin beneficially
owns an aggregate of 54,957,142 shares of Class A Common Stock (approximately
18.5% of the total number of shares of Class A Common Stock (after giving effect
to the conversion of the Class B Common Stock) reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending May 31, 1997 to be
outstanding as of July 11, 1997), by virtue of being the sole shareholder of JMD
Delaware, the trustee of the B Trust. Mr. Dubin may be deemed to share voting
and dispositive power with respect to all such shares of Class A Common Stock.
Mr. Dubin disclaims beneficial ownership of all such shares of Class A Common
Stock
The Reporting Persons, as a group, beneficially own an aggregate of
140,550,458 shares of Class A Common Stock (approximately 47.3% of the total
number of shares of Class A Common Stock (after giving effect to the conversion
of the Class B Common Stock) reported in the Issuer's Quarterly Report on Form
10-Q for the quarter ending May 31, 1997 to be outstanding as of July 11, 1997).
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 June/July Transactions, the Reporting Persons have
effected no transactions in shares of Class A Common Stock during the past 60
days."
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<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended by the addition thereto of the following:
Exhibit 12 Joint Filing Agreement, dated as of August 4, 1997, among TAMMS
L.P., TAMMS Corp., Ted Arison, the Michael Arison Continued Trust,
the Shari Arison Irrevocable Trust, the Shari Arison Continued
Trust, the Shari Arison Trust No. 1, Shari Arison, the Marilyn
Arison Delaware Trust, Marilyn B. Arison, MBA I LLC, the Micky
Arison Continued Trust, the Micky Arison Trust, the B Trust, Micky
Arison, A.H.W. Limited, Andrew H. Weinstein, TAF Management, Kentish
Limited, JMD Delaware and James M. Dubin.
Page 30
<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: August 4, 1997
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT
CORPORATION, MANAGING
GENERAL PARTNER
By: /s/ Micky Arison
------------------------------
Micky Arison, President
TAMMS MANAGEMENT
CORPORATION
By: /s/ Micky Arison
------------------------------
Micky Arison, President
/s/ Ted Arison
- ------------------------------
Ted Arison
CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer
of Corporate Trustee
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W.
LIMITED, TRUSTEE
By: /s/ R.J. Banfield
------------------------------
R.J. Banfield, Director
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF
MANAGEMENT COMPANY,
TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer
of Corporate Trustee
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1,
CITITRUST (JERSEY) LIMITED,
TRUSTEE
/s/ Debbie Masters
By: /s/ Rob Vincent
------------------------------
Debbie Masters, Director
Rob Vincent, Asst. Secretary
/s/Shari Arison
- ------------------------------
Shari Arison
MARILYN B. ARISON IRREVOC
ABLE DELAWARE TRUST, TAF
MANAGEMENT COMPANY,
TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer
of Corporate Trustee
Page 31
<PAGE>
/s/ Marilyn B. Arison
- ------------------------------
Marilyn B. Arison
MBA I LLC
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Executive Vice President,
Secretary and Treasurer
of Corporate Trustee
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer
of Corporate Trustee
MICKY ARISON HOLDINGS TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary of Corporate Trustee
MICKY ARISON 1994 "B" TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary of Corporate Trustee
/s/ Micky Arison
- ------------------------------
Micky Arison
A.H.W. LIMITED
By: /s/ R.J. Banfield
------------------------------
R.J. Banfield, Director
/s/ Andrew H. Weinstein
- ------------------------------
Andrew H. Weinstein
TAF MANAGEMENT COMPANY
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer
KENTISH LIMITED
By: /s/ Philip Scales
------------------------------
Philip Scales
JMD DELAWARE, INC.
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary
By: /s/ James M. Dubin
------------------------------
James M. Dubin
Page 32
<PAGE>
INDEX TO EXHIBITS
Exhibits
- --------
12 Joint Filing Agreement, dated as of August 4, 1997,
among TAMMS L.P., TAMMS Corp., Ted Arison,
the Michael Arison Continued Trust, the Shari
Arison Irrevocable Trust, the Shari Arison
Continued Trust, the Shari Arison Trust No. 1,
Shari Arison, the Marilyn Arison Delaware Trust,
Marilyn B. Arison, MBA I LLC, the Micky Arison
Continued Trust, the Micky Arison Trust, the B
Trust, Micky Arison, A.H.W. Limited, Andrew H.
Weinstein, TAF Management, Kentish Limited,
JMD Delaware and James M. Dubin.
Page 33
EXHIBIT 12
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act
of 1934, as amended, the persons named below agree to the joint filing on behalf
of each of them of an amendment or amendments to the Second Amended and Restated
Joint Statement on Schedule 13D dated April 23, 1996. This Joint Filing
Agreement shall be included as an Exhibit to such joint filing. In evidence
thereof, each of the undersigned, being duly authorized, hereby executed this
Agreement this 4th day of August, 1997.
TAMMS INVESTMENT COMPANY,
LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT
CORPORATION, MANAGING
GENERAL PARTNER
By: /s/ Micky Arison
------------------------------
Micky Arison, President
TAMMS MANAGEMENT
CORPORATION
By: /s/ Micky Arison
------------------------------
Micky Arison, President
/s/ Ted Arison
- ------------------------------
Ted Arison
CONTINUED TRUST FOR MICHAEL
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of
Corporate Trustee
SHARI ARISON IRREVOCABLE
GUERNSEY TRUST, A.H.W. LIMITED,
TRUSTEE
By: /s/ R.J. Banfield
------------------------------
R.J. Banfield, Director
CONTINUED TRUST FOR SHARI
ARISON DORSMAN, TAF
MANAGEMENT COMPANY, TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of
Corporate Trustee
TED ARISON 1994 IRREVOCABLE
TRUST FOR SHARI NO. 1, CITITRUST
(JERSEY) LIMITED, TRUSTEE
/s/ Debbie Masters
By: /s/ Rob Vincent
------------------------------
Debbie C. Masters, Director
Rob Vincent, Asst. Secretary
/s/ Shari Arison
- ------------------------------
Shari Arison
Page 34
<PAGE>
MARILYN B. ARISON IRREVOC
ABLE DELAWARE TRUST, TAF
MANAGEMENT COMPANY,
TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer
of Corporate Trustee
/s/ Marilyn B. Arison
- ------------------------------
Marilyn B. Arison
MBA I LLC
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Executive Vice President,
Secretary and Treasurer
of Corporate Trustee
CONTINUED TRUST FOR MICKY
ARISON, TAF MANAGEMENT
COMPANY, TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer of
Corporate Trustee
MICKY ARISON 1994 "B" TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary of Corporate Trustee
MICKY ARISON HOLDINGS TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary of Corporate
Trustee
/s/ Micky Arison
- ------------------------------
Micky Arison
A.H.W. LIMITED
By: /s/ R.J. Banfield
------------------------------
R.J. Banfield, Director
/s/ Andrew H. Weinstein
- ------------------------------
Andrew H. Weinstein
TAF MANAGEMENT COMPANY
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary and Treasurer
KENTISH LIMITED
By: /s/ Philip Scales
------------------------------
Philip Scales, Director
JMD DELAWARE, INC.
By: /s/ Denison H. Hatch, Jr.
------------------------------
Denison H. Hatch, Jr.
Secretary
By: /s/ James M. Dubin
------------------------------
James M. Dubin
Page 35
