<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JANUARY 6, 1998)
[LOGO]
$200,000,000
CARNIVAL CORPORATION
6.65% DEBENTURES DUE JANUARY 15, 2028
------------------
Interest on the Debentures is payable on January 15 and July 15 of each
year, commencing July 15, 1998. Except as described in "Description of Debt
Securities--Redemption or Assumption of Debt Securities under Certain
Circumstances" in the accompanying Prospectus, the Debentures are not redeemable
by the Company prior to maturity. The Debentures will be represented by one or
more global Debentures registered in the name of the nominee of The Depository
Trust Company. Beneficial interests in the global Debentures will be shown on,
and transfers thereof will be effected only through, records maintained by DTC
and its participants. Except as described herein, Debentures in definitive form
will not be issued. The Debentures will be issued only in denominations of
$1,000 and integral multiples thereof. The Debentures will trade in DTC's
settlement system until maturity, and secondary market trading activity for the
Debentures will therefore settle in immediately available funds. All payments of
principal and interest will be made by the Company in immediately available
funds. See "Description of Debentures--Settlement and Payment".
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT
OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<TABLE>
<S> <C> <C> <C>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1)(3)
Per Debenture..................... 99.613% 0.875% 98.738%
Total............................. $199,226,000 $1,750,000 $197,476,000
</TABLE>
(1) Plus accrued interest, if any, from January 15, 1998.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
(3) Before deducting estimated expenses of $100,000 payable by the Company.
------------------------
The Debentures are offered by the Underwriters, as specified herein, subject
to receipt and acceptance by them and subject to their right to reject any order
in whole or in part. It is expected that the Debentures will be ready for
delivery in book-entry form only through the facilities of DTC in New York, New
York, on or about January 15, 1998 against payment therefor in immediately
available funds.
------------------------
BEAR, STEARNS & CO. INC. LEHMAN BROTHERS
---------------
The date of this Prospectus Supplement is January 6, 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE DEBENTURES,
INCLUDING OVER-ALLOTMENT, STABILIZING, AND SHORT COVERING TRANSACTIONS AND THE
IMPOSITION OF PENALTY BIDS. SEE "UNDERWRITING."
THE COMPANY
Carnival Corporation (the "Company") is the world's largest multiple-night
cruise company based on the number of passengers carried, revenues generated and
available capacity. The Company offers a broad range of cruise products, serving
the contemporary cruise market through Carnival Cruise Lines, the premium market
through Holland America Line and the luxury market through Windstar Cruises. In
total, the Company owns and operates 22 cruise ships with an aggregate capacity
of 31,078 passengers based on two passengers per cabin. The eleven Carnival
Cruise Lines ships have an aggregate capacity of 20,332 passengers with
itineraries primarily in the Caribbean, Mexican Riviera and Alaska. The eight
Holland America Line ships have an aggregate capacity of 10,302 passengers, with
itineraries in the Caribbean, the Mediterranean and Alaska and through the
Panama Canal, as well as other worldwide itineraries. The three Windstar ships
have an aggregate capacity of 444 passengers with itineraries in the Caribbean,
Costa Rica, the Mediterranean and the Far East. The Company also owns equity
interests in Seabourn Cruise Line, Costa Cruises and Airtours plc ("Airtours"),
an integrated leisure travel group. The three Seabourn ships have an aggregate
capacity of 612 passengers with itineraries in the Caribbean, the Baltic, the
Mediterranean and the Far East. The seven Costa Cruises ships have an aggregate
capacity of 7,710 passengers with itineraries in the Mediterranean, Northern
Europe, the Caribbean and South America. Airtours owns tour operators, charter
airlines, travel agencies, three cruise ships and holiday hotels.
The Company has signed agreements with a Finnish shipyard providing for the
construction of two additional SuperLiners, each with a capacity of 2,040
passengers, for Carnival Cruise Lines with delivery expected in February 1998
and November 1998. The Company also has agreements with an Italian shipyard for
the construction of two cruise ships, each with a capacity of 2,640 passengers,
for Carnival Cruise Lines with delivery expected in June 1999 and July 2000 and
for the construction of two cruise ships, each with a capacity of 1,440
passengers, for Holland America Line with delivery expected in May 1999 and
December 1999.
The Company also operates a tour business, through Holland America
Line-Westours Inc. ("Holland America Westours"), which markets sightseeing tours
both separately and as a part of Holland America Line cruise/tour packages.
Holland America Westours operates 14 hotels in Alaska and the Canadian Yukon,
two luxury day-boats offering tours to the glaciers of Alaska and the Yukon
River, over 290 motor coaches used for sightseeing and charters in the states of
Washington and Alaska and in the Canadian Rockies and 12 private domed rail cars
which are run on the Alaskan railroad between Anchorage and Fairbanks.
The Company was incorporated under the laws of the Republic of Panama in
November 1974. The Company's executive offices are located at 3655 N.W. 87th
Avenue, Miami, Florida 33178-2428, telephone number (305) 599-2600. The
Company's registered office in Panama is located at 10 Elvira Mendez Street,
Interseco Building, Panama, Republic of Panama.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the Debentures offered
hereby will be added to the working capital of the Company and will be available
for general corporate purposes, which may include the repayment of indebtedness,
the financing of capital commitments and possible future acquisitions associated
with the continued expansion of the Company's cruise business. The Company
expects to use all or a portion of such net proceeds to pay a portion of the
approximately $250 million which remains to be paid for the cruise ship Elation
which is expected to be delivered in February 1998.
S-2
<PAGE>
CAPITALIZATION
The following table sets forth the capitalization of the Company at August
31, 1997 and as adjusted to give effect to the sale of the Debentures. See "Use
of Proceeds". The information set forth below should be read in conjunction with
the financial statements and related notes incorporated in the accompanying
Prospectus by reference.
<TABLE>
<CAPTION>
AS OF
AUGUST 31, 1997
--------------------------
ACTUAL AS ADJUSTED
------------ ------------
<S> <C> <C>
(IN THOUSANDS)
Current portion of long-term debt..................................................... $ 62,089 $ 62,089
------------ ------------
------------ ------------
Long-term debt:
Mortgages and other loans payable bearing interest at rates ranging from 8% to 9.9%,
secured by vessels................................................................ 42,278 42,278
Commercial paper(1)................................................................. 161,624 161,624
Unsecured Revolving Credit Facility due 2001........................................ -- --
Other loans payable................................................................. 72,985 72,985
5.75% Notes Due March 15, 1998(2)................................................... 200,000 200,000
6.15% Notes Due October 1, 2003..................................................... 124,958 124,958
7.70% Notes Due July 15, 2004....................................................... 99,921 99,921
7.05% Notes Due May 15, 2005........................................................ 99,846 99,846
7.20% Debentures Due October 1, 2023................................................ 124,875 124,875
6.65% Debentures Due January 15, 2028(3)............................................ -- 199,226
------------ ------------
Total long-term debt............................................................ 926,487 1,125,713
------------ ------------
Shareholders' equity:
Class A Common Stock ($.01 par value; one vote per share; 399,500 shares authorized;
297,179 shares issued and outstanding)............................................ 2,972 2,972
Class B Common Stock ($.01 par value; five votes per share; 100,500 shares
authorized; no shares issued and outstanding)..................................... -- --
Paid-in capital..................................................................... 865,132 865,132
Retained earnings................................................................... 2,620,440 2,620,440
Other............................................................................... 6,696 6,696
------------ ------------
Total shareholders' equity...................................................... 3,495,240 3,495,240
------------ ------------
Total capitalization.......................................................... $ 4,421,727 4,620,953
------------ ------------
------------ ------------
</TABLE>
- ------------------------
(1) The commercial paper program is backed by the Unsecured Revolving Credit
Facility due 2001 and, as such, has been classified as long-term.
(2) The 5.75% Notes due March 15, 1998 are expected to be repaid through
borrowings under the Company's commercial paper program, the Company's
Unsecured Revolving Credit Facility due 2001 or through the issuance of
additional long-term debt and, as such, have been classified as long-term.
(3) The aggregate principal amount of the Debentures is $200,000,000, and the
initial aggregate offering price to the public of the Debentures is
$199,226,000.
RECENT DEVELOPMENTS
The Company's net income for the quarter ended November 30, 1997, increased
35.3% to $155.4 million ($0.52 per share) from $114.8 million ($0.39 per share)
for the comparable period in fiscal 1996. Revenues for the quarter ended
November 30, 1997, increased 10.4% to $524.4 million from $475.0 million for the
comparable period in fiscal 1996.
For the fiscal year ended November 30, 1997, net income increased 17.6% to
$666.1 million ($2.23 per share) from $566.3 million ($1.95 per share) for the
fiscal year ended November 30, 1996. Revenues for fiscal 1997 increased 10.6% to
$2.45 billion compared to revenues of $2.21 billion for fiscal 1996.
S-3
<PAGE>
SUMMARY FINANCIAL DATA
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
AUGUST 31, YEAR ENDED NOVEMBER 30,
-------------------- -----------------------------------------------------
1997 1996(1) 1996(1) 1995 1994 1993 1992(2)
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATIONS DATA:
Revenues................................. $1,923,117 $1,737,613 $2,212,572 $1,998,150 $1,806,016 $1,556,919 $1,473,614
Operating income before income (loss)
from affiliated operations............. 552,787 458,360 551,461 490,038 443,674 347,666 324,896
Income (loss) from affiliated
operations(3).......................... (1,323) 12,956 45,967 -- -- -- --
--------- --------- --------- --------- --------- --------- ---------
Operating income......................... 551,464 471,316 597,428 490,038 443,674 347,666 324,896
Income from continuing operations........ 510,700 451,479 566,302 451,091 381,765 318,170 281,773
--------- --------- --------- --------- --------- --------- ---------
Net income............................... 510,700 451,479 566,302 451,091 381,765 318,170 276,584
Earnings per share:
Continuing operations.................. $ 1.71 $ 1.56 $ 1.95 $ 1.59 $ 1.35 $ 1.13 $ 1.00
Net income............................. $ 1.71 $ 1.56 $ 1.95 $ 1.59 $ 1.35 $ 1.13 $ .98
Dividends declared per share............. $ .33 $ .27 $ .38 $ .32 $ .29 $ .28 $ .28
Weighted average shares.................. 298,062 288,524 290,180 284,220 282,744 282,474 281,686
Passenger cruise days.................... 9,167 8,088 10,583 9,201 8,102 7,003 6,766
Percentage of total cruise capacity(4)... 109.6% 109.7% 107.6% 105.0% 104.0% 105.3% 105.3%
Ratio of earnings to fixed charges(5).... 9.9x 7.2x 6.4x 6.2x 5.8x 5.7x 4.4x
</TABLE>
<TABLE>
<CAPTION>
AS OF AUGUST 31, 1997
-------------------------------
ACTUAL AS ADJUSTED(7)
--------------- --------------
<S> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents and short-term investments............................. $ 225,751 $ 225,751
Total current assets............................................................. 405,032 405,032
Total assets..................................................................... 5,241,765 5,440,991
Customer deposits(6)............................................................. 394,598 394,598
Total current liabilities........................................................ 744,604 744,604
Long-term debt................................................................... 926,487 1,125,713
Total shareholders' equity....................................................... 3,495,240 3,495,240
</TABLE>
- ------------------------
(1) In 1996, the Company recognized a $32.0 million gain from the settlement of
bankruptcy claims against Wartsila Marine Industries Incorporated and a loss
of $15.8 million on the sale of the receivable generated from the sale of
Carnival's Crystal Palace Resort and Casino (the "CCP Resort").
(2) In the fiscal year ended November 30, 1992, the Company took an
extraordinary charge of $5.2 million in connection with the early redemption
of its Zero Coupon Convertible Subordinated Notes due 2005.
(3) Represents income from affiliated companies, including Airtours. The Company
acquired a 29.5% interest in Airtours in April 1996 and starting with the
quarter ended August 31, 1996, the Company's share of Airtours' operating
results is being recorded by the Company on a two-month lag basis.
(4) In accordance with cruise industry practice, total capacity is calculated
based on two passengers per cabin, even though some cabins can accommodate
three or four passengers. The percentages in excess of 100% indicate that
more than two passengers occupied some cabins.
(5) The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations available for fixed charges (income from
continuing operations before income taxes adjusted for interest expense and
one-third of rent expense) by fixed charges. Fixed charges include interest
costs (interest expense plus capitalized interest and one-third of rent
expense). The Company has assumed that one-third of rent expense is
representative of the interest factor.
(6) Represents customer deposits for cruises and tours which will be recognized
as revenue when earned in the future.
(7) As adjusted to give effect to the sale of the Debentures and subsequent use
of approximately $197 million to fund a portion of the purchase price of the
Elation.
S-4
<PAGE>
DESCRIPTION OF DEBENTURES
THE FOLLOWING DESCRIPTION OF THE PARTICULAR TERMS OF THE DEBENTURES OFFERED
HEREBY (REFERRED TO IN THE PROSPECTUS AS "DEBT SECURITIES") SUPPLEMENTS, AND TO
THE EXTENT INCONSISTENT THEREWITH REPLACES, THE DESCRIPTION OF THE GENERAL TERMS
AND PROVISIONS OF DEBT SECURITIES SET FORTH IN THE PROSPECTUS, TO WHICH
DESCRIPTION REFERENCE IS HEREBY MADE.
The Debentures offered hereby will be limited to $200,000,000 aggregate
principal amount and will constitute a series of Debt Securities of the Company.
The Debentures will bear interest at the rate of 6.65% per annum, from January
15, 1998, or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, payable semiannually on January 15 and July 15,
commencing July 15, 1998, to the persons in whose names the Debentures are
registered at the close of business on January 1 and July 1, as the case may be,
preceding such January 15 and July 15. Principal of and interest on the
Debentures will be payable at the office of First Trust National Association,
the Trustee under the Indenture, in the Borough of Manhattan, The City of New
York, or at such other office designated by the Company; PROVIDED, HOWEVER, that
at the option of the Company, payment of interest may be made by check mailed to
the address of the person entitled thereto as such address shall appear in the
Debenture Register.
The Debentures will mature on January 15, 2028, and, except as described in
"Description of Debt Securities--Redemption or Assumption of Debt Securities
under Certain Circumstances" in the Prospectus, will not be redeemable by the
Company prior to maturity.
BOOK-ENTRY SYSTEM
The Debentures will be issued in the form of one or more fully registered
global securities which will be deposited with, or on behalf of, The Depository
Trust Company, New York, New York (the "Depository") and registered in the name
of the Depository's nominee. See "Description of Debt Securities-- Book-Entry
System" in the Prospectus.
SETTLEMENT AND PAYMENT
Settlement for the Debentures will be made in immediately available funds.
All payments of principal and interest will be made by the Company in
immediately available funds. The Debentures will trade in the Depository's
settlement system until maturity, and secondary market trading in the Debentures
will therefore be required by the Depository to settle in immediately available
funds.
S-5
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and each
of the Underwriters has severally agreed to purchase, the principal amount of
the Debentures set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
--------------
<S> <C>
Bear, Stearns & Co. Inc....................................................... $ 150,000,000
Lehman Brothers Inc. ......................................................... 50,000,000
--------------
Total....................................................................... $ 200,000,000
--------------
--------------
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Debentures, if any are
taken.
The Underwriters propose to offer the Debentures in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement and in part to certain securities dealers at such
price less a concession of 0.50% of the principal amount of the Debentures. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
0.25% of the principal amount of the Debentures to certain brokers and dealers.
After the Debentures are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters.
The Debentures are a new issue of securities with no established trading
market. The Company has been advised by the Underwriters that the Underwriters
intend to make a market in the Debentures but are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of the trading market for the Debentures.
Settlement for the Debentures will be made in immediately available funds,
and all secondary trading in the Debentures will settle in immediately available
funds. See "Description of Debentures--Settlement and Payment."
In order to facilitate the offering, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise affect
the price of the Debentures during and after the offering. Specifically, the
Underwriters may over-allot or otherwise create a short position in the
Debentures for their own account by selling more Debentures than have been sold
to them by the Company. The Underwriters may elect to cover any such short
position by purchasing Debentures in the open market. In addition, such persons
may stabilize or maintain the price of the Debentures by bidding for or
purchasing Debentures in the open market and may impose penalty bids, under
which selling concessions allowed to syndicate members or other broker-dealers
participating in the offering are reclaimed if Debentures previously distributed
in the offering are repurchased in connection with stabilization transactions or
otherwise. The effect of these transactions may be to stabilize or maintain the
market price of the Debentures at a level above that which might otherwise
prevail in the open market. The imposition of a penalty bid may also affect the
price of the Debentures to the extent that it discourages resales thereof. No
representation is made as to the magnitude or effect of any such stabilization
or other transactions. Such transactions, if commenced, may be discontinued at
any time.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as amended.
Mr. Uzi Zucker, a director of the Company, is a Senior Managing Director of
Bear, Stearns & Co. Inc. ("Bear Stearns"). Bear Stearns is one of the investment
banking firms serving as an Underwriter in this offering. In addition, Bear
Stearns (i) is one of the investment banking firms serving as an agent of the
Company in connection with the Company's ongoing offering of $100,000,000 of
Medium Term Notes and (ii) has served as an underwriter in previous public
offerings by the Company. In addition, Bear Stearns has provided other
investment banking and consulting services to the Company during the fiscal
years
S-6
<PAGE>
ended November 30, 1997, 1996 and 1995, and during the current fiscal year. It
is expected that Bear Stearns may continue to provide investment banking and
consulting services to the Company when so requested by the Company.
VALIDITY OF THE DEBENTURES
The validity of the Debentures will be passed upon for the Company with
respect to New York law by Paul, Weiss, Rifkind, Wharton & Garrison, New York,
New York and for the Underwriter with respect to New York law by Sullivan &
Cromwell, New York, New York. The validity of the Debentures with respect to
Panamanian law will be passed upon by Tapia Linares y Alfaro, Panama City,
Republic of Panama. James M. Dubin, a partner of Paul, Weiss, Rifkind, Wharton &
Garrison, is the sole stockholder of the trustee of the Micky Arison 1994 "B"
Trust, a trust whose primary beneficiary is Micky Arison, the Chairman and Chief
Executive Officer of the Company. In addition, Mr. Dubin is a director of the
Company. Paul, Weiss, Rifkind, Wharton & Garrison also serves as counsel to
Micky Arison. See "Certain Considerations--Control by Principal Shareholders".
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements under the heading "The Company" and elsewhere in this
Prospectus Supplement and the accompanying Prospectus or incorporated by
reference in this Prospectus Supplement or the accompanying Prospectus
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the actual
results, performances or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: general economic and business conditions which may impact levels of
disposable income of consumers and pricing and passenger yields for the
Company's cruise products; consumer demand for cruises; pricing policies
followed by competitors of the Company; increases in cruise industry capacity in
the Caribbean and Alaska; changes in tax laws and regulations (see "Certain
Considerations--Income Taxes" in the accompanying Prospectus); the ability of
the Company to implement its shipbuilding program and to expand its business
outside the North American market where it has less experience; delivery of new
vessels on schedule and at the contracted price; weather patterns in the
Caribbean; unscheduled ship repairs and drydocking; incidents involving cruise
vessels at sea; and changes in laws and government regulations applicable to the
Company (including the implementation of the "Safety of Life at Sea Convention"
and changes in Federal Maritime Commission surety and guaranty arrangements).
S-7
<PAGE>
$500,000,000
CARNIVAL CORPORATION
DEBT SECURITIES AND WARRANTS
Carnival Corporation (the "Company") may offer from time to time in one or more
series up to $500,000,000 aggregate public offering price (or its equivalent
(based on the applicable exchange rate at the time of sale) if issued with
principal amounts denominated in one or more foreign currencies or currency
units as shall be designated by the Company) of its debt securities (the "Debt
Securities"), consisting of notes and/or debentures denominated in United States
dollars or any other currency, including composite currencies such as the
European Currency Unit, and warrants to purchase Debt Securities or to buy and
sell government debt securities, foreign currencies, currency units or units of
a currency index or basket, units of a stock index or basket or a commodity or
commodity index (the "Warrants") on terms to be determined at or prior to the
time of sale, subject to reduction from time to time after the date hereof from
the issuance of convertible debt securities and Class A Common Stock pursuant to
the Registration Statement of which this Prospectus is a part. The Debt
Securities and Warrants may be offered independently or together for sale. This
Prospectus will be supplemented by one or more prospectus supplements (each, a
"Prospectus Supplement") which will set forth, with respect to the particular
series of Debt Securities for which this Prospectus and any such Prospectus
Supplement are being delivered, the specific title, the aggregate principal
amount, the currencies of issue and payment, the initial public offering price,
the maturity, the interest rate or rates (which may be either fixed or
variable), if any, and/or method of determination thereof, the time of payment
of any interest, any redemption, extension or early repayment terms, any
provision for sinking fund payments, the net proceeds to the Company and other
specific terms relating to such series of Debt Securities, and, with respect to
the Warrants for which this Prospectus and any such Prospectus Supplement are
being delivered, the duration, purchase price, exercise price, detachability and
any other specific terms not set forth herein of such Warrants.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Company may sell the Debt Securities and Warrants to or through
underwriters, and also may sell the Debt Securities and Warrants directly to
other purchasers or through agents. See "Plan of Distribution." In addition, the
Debt Securities and Warrants may be sold to dealers at the applicable price to
the public set forth in the Prospectus Supplement relating to a particular
series of Debt Securities or issuance of Warrants who later resell to investors.
Such dealers may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended. If any agents of the Company, or any
underwriters, are involved in the sale of any Debt Securities and Warrants, the
names of such agents or underwriters and any applicable commissions or discounts
are set forth in the accompanying Prospectus Supplement.
The date of this Prospectus is January 6, 1998.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements and other information
filed by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices located at Room
1400, 500 West Madison Street, Chicago, Illinois 60661 and 7 World Trade Center,
13th Floor, New York, New York 10048, and copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. Such materials can
also be inspected on the Internet at http://www.sec.gov. In addition, reports,
proxy statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10005, on which the Company's Class A Common Stock are
listed.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), with respect to the Debt Securities and Warrants offered hereby. This
Prospectus and any applicable Prospectus Supplement do not contain all the
information set forth in the Registration Statement, certain parts of which have
been omitted pursuant to the rules and regulations of the Commission. The
information so omitted may be obtained from the Commission's principal office in
Washington, D.C. upon payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended November
30, 1996, the Company's Current Report on Form 8-K filed with the Commission on
June 26, 1997 and the Company's Quarterly Report on Form 10-Q for the three
months ended February 28, 1997, May 31, 1997 and August 31, 1997 filed with the
Commission (File No. 1-9610) pursuant to the Exchange Act, are incorporated
herein by reference.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Company's Debt Securities and
Warrants made hereby shall be deemed incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deeemed to be incorporated
herein by reference, or contained in this Prospectus, shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person to whom this
Prospectus and any Prospectus Supplement have been delivered, upon written or
oral request of such person, a copy (without exhibits other than exhibits
specifically incorporated by reference) of any or all documents incorporated by
reference into this Prospectus. Requests for such copies should be directed to
Investor Relations, Carnival Corporation, 3655 N.W. 87th Avenue, Miami, Florida
33178-2428; telephone number (305) 599-2600.
THE COMPANY
The Company is the world's largest multiple-night cruise company based on
the number of passengers carried, revenues generated and available capacity. The
Company offers a broad range of cruise products, serving the contemporary cruise
market through Carnival Cruise Lines, the premium market through Holland America
Line and the luxury market through Windstar Cruises. In total, the Company owns
and operates 22 cruise ships with an aggregate capacity of 31,078 passengers
based on two passengers per cabin. The eleven Carnival Cruise Lines ships have
an aggregate capacity of 20,332 passengers with
2
<PAGE>
itineraries primarily in the Caribbean, Mexican Riviera and Alaska. The eight
Holland America Line ships have an aggregate capacity of 10,302 passengers, with
itineraries in the Caribbean, the Mediterranean and Alaska and through the
Panama Canal, as well as other worldwide itineraries. The three Windstar ships
have an aggregate capacity of 444 passengers with itineraries in the Caribbean,
Costa Rica, the Mediterranean and the Far East. The Company also owns equity
interests in Seabourn Cruise Line, Costa Cruises and Airtours plc ("Airtours"),
an integrated leisure travel group. The three Seabourn ships have an aggregate
capacity of 612 passengers with itineraries in the Caribbean, the Baltic, the
Mediterranean and the Far East. The seven Costa Cruises ships have an aggregate
capacity of 7,710 passengers with itineraries in the Mediterranean, Northern
Europe, the Caribbean and South America. Airtours owns tour operators, charter
airlines, travel agencies, three cruise ships and holiday hotels.
The Company has signed agreements with a Finnish shipyard providing for the
construction of two additional SuperLiners, each with a capacity of 2,040
passengers, for Carnival Cruise Lines with delivery expected in February 1998
and November 1998. The Company also has agreements with an Italian shipyard for
the construction of two cruise ships, each with a capacity of 2,640 passengers,
for Carnival Cruise Lines with delivery expected in June 1999 and July 2000 and
for the construction of two cruise ships, each with a capacity of 1,440
passengers, for Holland America Line with delivery expected in May 1999 and
December 1999.
The Company also operates a tour business, through Holland America
Line-Westours Inc. ("Holland America Westours"), which markets sightseeing tours
both separately and as a part of Holland America Line cruise/tour packages.
Holland America Westours operates 14 hotels in Alaska and the Canadian Yukon,
two luxury day-boats offering tours to the glaciers of Alaska and the Yukon
River, over 290 motor coaches used for sightseeing and charters in the states of
Washington and Alaska and in the Canadian Rockies and 12 private domed rail cars
which are run on the Alaskan railroad between Anchorage and Fairbanks.
The Company was incorporated under the laws of the Republic of Panama in
November 1974. The Company's executive offices are located at 3655 N.W. 87th
Avenue, Miami, Florida 33178-2428, telephone number (305) 599-2600. The
Company's registered office in Panama is located at 10 Elvira Mendez Street,
Interseco Building, Panama, Republic of Panama.
CERTAIN CONSIDERATIONS
INCOME TAXES
Non-U.S. companies are exempt from U.S. corporate income tax on U.S. source
income from international passenger cruise operations if (i) their countries of
incorporation exempt shipping operations of U.S. persons from income tax (the
"Incorporation Test") and (ii) they meet either the "CFC Test" or the "Publicly
Traded Test." The Company and its subsidiaries involved in the cruise ship
operations meet the Incorporation Test because they are incorporated in
countries which provide the required exemption to U.S. persons involved in
shipping operations. A company meets the CFC Test if it is a controlled foreign
corporation ("CFC"). A CFC is defined by the Internal Revenue Code as a foreign
corporation more than 50% of the vote or value of whose stock is owned by U.S.
persons, each of whom owns or is considered to own 10% or more of the
corporation's vote on any day during its fiscal year. Through July 15, 1997, the
date upon which all of the Class B Common Stock of the Company (the "Class B
Common Stock") was converted to Class A Common Stock (the "Conversion Date"),
all of the outstanding shares of Class B Common Stock of the Company, which
represented more than 50% of the total combined voting power of all classes of
stock, were owned by The Micky Arison 1994 "B" Trust (the "B Trust"), a U.S.
Trust whose primary beneficiary is Micky Arison, the Company's Chairman of the
Board. The B Trust is a "United States Person." Accordingly, the Company
believes that it will meet the CFC Test for its 1997 taxable year, but will not
meet such test in its 1998 taxable year and subsequent taxable years.
A corporation meets the Publicly Traded Test if the stock of the corporation
(or the direct or indirect corporate parent thereof) is "primarily and regularly
traded on an established securities market" in the United States. Although no
Treasury regulations have been promulgated that explain when stock is
3
<PAGE>
primarily and regularly traded for purposes of this exemption, Treasury
regulations have been promulgated interpreting a similar phrase under another
section, Section 884. Under the Section 884 regulations, stock is considered
primarily and regularly traded if (i) 80% (by vote and value) of the stock of
the corporation is listed on an established securities market in the United
States where more shares are traded than in any other country, (ii) trades of
such stock are effected on such market, other than in de minimis quantities, on
at least 60 days during the taxable year, (iii) the aggregate number of shares
so traded is equal to 10% or more of the average number of shares outstanding
during the taxable year, and (iv) the company is not "closely held." The Company
believes that it will meet the foregoing requirements for the portion of its
taxable year beginning after the Conversion Date and for future taxable years.
Since the Conversion Date, the Company has had only one class of stock
outstanding, the Class A Common Stock, which is listed on the New York Stock
Exchange, where more shares trade than in any other country. Trades of such
Class A Common Stock have been effected in more than de minimis quantities on
every business day since the Company's initial public offering, and the annual
volume of such trades has significantly exceeded 10% of the average number of
shares outstanding. Moreover, the Company believes that any stock traded on the
NYSE is considered as traded on a qualifying exchange and, to the Company's
knowledge, it is not closely held because no person other than members of the
Arison family and certain related entities (the "Arison Group") owns more than
5% of its stock, and the Arison Group holds less than 50% of the outstanding
shares.
Accordingly, the Company believes that virtually all of its income (with the
exception of its United States source income from the operations of the
transportation, hotel and tour business of Holland America Line) is exempt from
United States federal income taxes. There is, however, no authority that
addresses the treatment of a corporation that meets the test for a CFC for only
part of its taxable year. Similarly, there is no authority that addresses the
treatment of a corporation that meets the Publicly Traded Test for only a part
of its taxable year. If the Company or its subsidiaries were found to meet
neither the CFC Test nor the Publicly Traded Test, much of their income would
become subject to taxation by the United States at higher than normal corporate
tax rates.
CONTROL BY PRINCIPAL SHAREHOLDERS
Ted Arison (the Company's founder), the B Trust, certain members of the
Arison family and trusts for the benefit of Ted Arison's children (collectively,
the "Principal Shareholders"), beneficially own on the date hereof, in the
aggregate, approximately 47.1% of the outstanding capital stock of the Company.
As a result, the Principal Shareholders have the power to substantially
influence the election of directors and the Company's affairs and policies.
Micky Arison, the Chairman and Chief Executive Officer of the Company, has the
sole right to vote and direct the sale of the Class A Common Stock held by the B
Trust, subject, during Ted Arison's lifetime, to the consent of the trustee of
the B Trust.
SOURCE OF INTEREST ON THE DEBT SECURITIES
Under the "branch tax" rules of the Code, it is possible that,
notwithstanding that the Company is a Panamanian corporation, some or all of the
interest on the Debt Securities may be treated as United States source income
for United States federal income tax purposes.
USE OF PROCEEDS
Except as otherwise provided in the applicable Prospectus Supplement, the
net proceeds to the Company from the sale of the Debt Securities and Warrants
offered hereby will be added to the working capital of the Company and will be
available for general corporate purposes, which may include the repayment of
indebtedness, the financing of capital commitments and possible future
acquisitions associated with the continued expansion of the Company's cruise
business. Pending application as set forth above, the net proceeds will be
invested in marketable securities, including, without limitation, certificates
of deposit and commercial paper.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of "earnings" to "fixed charges" for the Company and its
subsidiaries were as follows for the nine months ended August 31, 1997 and 1996
and for the five years ended November 30, 1996:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED AUGUST 31, YEARS ENDED NOVEMBER 30,
- -------------------- -----------------------------------------------------
1997 1996 1996 1995 1994 1993 1992
- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
9.9x 7.2x 6.4x 6.2x 5.8x 5.7x 4.4x
</TABLE>
The ratio of earnings to fixed charges has been computed by dividing
earnings from continuing operations available for fixed charges (income from
continuing operations before income taxes adjusted for interest expense and
one-third of rent expense) by fixed charges. Fixed charges include interest
costs (interest expense plus capitalized interest and one-third of rent
expense). The Company has assumed that one-third of rent expense is
representative of the interest factor.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities are to be issued in one or more series under an
Indenture dated as of March 1, 1993, as supplemented from time to time (the
"Indenture"), between the Company and First Trust National Association ("First
Trust"), as Trustee. The term "Trustee," as used herein, shall mean First Trust
and, if at any time there is more than one Trustee acting under the Indenture,
the term "Trustee" as used herein with respect to Indenture Securities (as
defined below) of any particular series shall mean the Trustee with respect to
the Indenture Securities of such series. The following statements with respect
to the Debt Securities are subject to the detailed provisions of the Indenture,
the form of which is filed as an exhibit to the Registration Statement.
Parenthetical references below are to the Indenture (or the Form of Security
contained therein if so specified) and, whenever any particular provision of the
Indenture or any term used therein is referred to, such provision or term is
incorporated by reference as a part of the statement in connection with which
such reference is made, and the statement in connection with which such
reference is made is qualified in its entirety by such reference.
The particular terms of each series of Debt Securities, as well as any
modification or addition to the general terms of the Debt Securities as herein
described, which may be applicable to a particular series of Debt Securities,
are described in the Prospectus Supplement relating to such series of Debt
Securities and will be set forth in a filing with the Commission. Accordingly,
for a description of the terms of a particular series of Debt Securities,
reference must be made to both the Prospectus Supplement relating to such series
and to the description of Debt Securities set forth in this Prospectus.
GENERAL
The Debt Securities offered hereby will be limited to $500,000,000 aggregate
principal amount (or (i) its equivalent (based on the applicable exchange rate
at the time of sale), if Debt Securities are issued with principal amounts
denominated in one or more foreign currencies, composite currencies or currency
units as shall be designated by the Company, or (ii) such greater amount, if
Debt Securities are issued at an original issue discount, as shall result in
aggregate proceeds of $500,000,000 to the Company). The Indenture provides that
additional debt securities may be issued thereunder up to the aggregate
principal amount, which is not limited by the Indenture, authorized from time to
time by the Company's Board of Directors or any duly authorized committee
thereof. So long as a single Trustee is acting for the benefit of the holders of
all the Debt Securities offered hereby and any such additional debt securities
issued under the Indenture, the Debt Securities and any such additional debt
securities are herein collectively referred to as the "Indenture Securities."
The Indenture also provides that there may be more than one Trustee under the
Indenture, each with respect to one or more different series of Indenture
Securities. See also "Trustee" herein. At any time when two or more Trustees are
acting, each with respect to only certain series, the term "Indenture
Securities" as used herein shall mean the one or more series with respect to
5
<PAGE>
which each respective Trustee is acting and the powers and trust obligations of
each such Trustee as described herein shall extend only to the one or more
series of Indenture Securities for which it is acting as Trustee. The effect of
the provisions contemplating that there might be more than one Trustee acting
for different series of Indenture Securities is that, in that event, those
Indenture Securities (whether of one or more than one series) for which each
Trustee is acting would be treated as if issued under a separate Indenture.
The applicable Prospectus Supplement will set forth a description of the
particular series of Debt Securities being offered thereby, including: (1) the
designation or title of such Debt Securities; (2) the aggregate principal amount
of such Debt Securities; (3) the percentage of their principal amount at which
such Debt Securities will be offered; (4) the date or dates on which the
principal of such Debt Securities will be payable; (5) the rate or rates (which
may be either fixed or variable) and/or the method of determination of such rate
or rates at which such Debt Securities shall bear interest, if any; (6) the date
or dates from which any such interest shall accrue, or the method of
determination of such date or dates, and the date or dates on which any such
interest shall be payable; (7) the terms for redemption, extension or early
repayment of such Debt Securities, if any; (8) if other than denominations of
$1,000 and any integral multiple thereof, the denominations in which such Debt
Securities are authorized to be issued; (9) the currencies in which such Debt
Securities are issued or payable; (10) the provisions for a sinking fund, if
any; (11) if other than the principal amount thereof, the portion of the
principal amount of such Debt Securities that will be payable upon the
declaration of acceleration of the maturity thereof; (12) any additional
restrictive covenants included for the benefit of the holders of such Debt
Securities; (13) any additional Event of Default with respect to such Debt
Securities; (14) whether such Debt Securities are issuable as a Global Security
or securities; (15) any applicable tax consequences with respect to such Debt
Securities; and (16) any other term or provision relating to such Debt
Securities which is not inconsistent with the provisions of the Indenture.
One or more series of Debt Securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. Federal income tax
consequences and special considerations applicable thereto will be described in
the Prospectus Supplement relating to any such series of Debt Securities.
The Debt Securities will be unsecured obligations of the Company and will
rank PARI PASSU with all other unsecured and unsubordinated indebtedness of the
Company. At August 31, 1997, the Company, including its subsidiaries, had
approximately $1,276 million of indebtedness outstanding (excluding customer
deposits of $395 million). Because the Debt Securities are unsecured, they in
effect rank junior to any secured indebtedness of the Company. At August 31,
1997, the Company, excluding its subsidiaries, had $84 million of secured
indebtedness outstanding. In addition, the Debt Securities will effectively be
subordinated to all indebtedness and other liabilities of the subsidiaries of
the Company, which at August 31, 1997, totalled $149 million (excluding customer
deposits of $196 million).
Except as otherwise provided in the applicable Prospectus Supplement,
principal, premium, if any, and interest, if any, will be payable at an office
or agency to be maintained by the Company in St. Paul, Minnesota, except that at
the option of the Company interest may be paid by check mailed to the person
entitled thereto. (Form of Security and Sections 10.1 and 10.2).
The Debt Securities will be issued only in fully registered form without
coupons and may be presented for registration of transfer or exchange at the
corporate trust office of the Trustee. No service charge will be made for any
transfer or exchange of the Debt Securities, but the Company may require payment
of a sum to cover any tax or other governmental charge payable in connection
therewith. Not all Debt Securities of any one series need be issued at the same
time, and, unless otherwise provided, a series may be reopened for issuances of
additional Debt Securities of such series. (Sections 3.1 and 3.5).
The Indenture does not contain any covenants or provisions that are
specifically intended to afford holders of the Debt Securities protection in the
event of a highly leveraged transaction. With respect to any
6
<PAGE>
specific series of Debt Securities, the existence or non-existence of such
covenants or provisions will be disclosed in the applicable Prospectus
Supplement.
Neither Panamanian law nor the Company's Articles of Incorporation or
By-laws impose limitations on the right of non-resident or foreign owners to
hold Debt Securities. While no tax treaty currently exists between the Republic
of Panama and the United States, under current law the Company believes that
interest payments to holders of its Debt Securities are not subject to taxation
under the laws of the Republic of Panama.
BOOK-ENTRY SYSTEM
The Debt Securities of a Series may be issued in the form of one or more
Global Securities that will be deposited with a depository (the "Depository") or
with a nominee for the Depository identified in the applicable Prospectus
Supplement and will be registered in the name of the Depository or a nominee
thereof. In such a case one or more Global Securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal amount of outstanding Debt Securities of the series to be represented
by such Global Security or Securities. Unless and until it is exchanged in whole
or in part for Debt Securities in definitive certificated form, a Global
Security may be transferred, in whole but not in part, only to another nominee
of the Depository for such series, or to a successor Depository for such series
selected or approved by the Company, or to a nominee of such successor
Depository. (Section 2.5).
The specific depository arrangement with respect to any series of Debt
Securities to be represented by a Global Security will be described in the
applicable Prospectus Supplement. The Company expects that the following
provisions will apply to depository arrangements.
Upon the issuance of any Global Security, and the deposit of such Global
Security with or on behalf of the Depository for such Global Security, the
Depository will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions ("participants") that have accounts
with the Depository or its nominee. The accounts to be credited will be
designated by the underwriters or agents engaging in the distribution of such
Debt Securities or by the Company, if such Debt Securities are offered and sold
directly by the Company. Ownership of beneficial interests in a Global Security
will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests by participants in such Global
Security will be shown on, and the transfer of such beneficial interests will be
effected only through, records maintained by the Depository for such Global
Security or by its nominee. Ownership of beneficial interests in such Global
Security by persons that hold through participants will be shown on, and the
transfer of such beneficial interests within such participants will be effected
only through, records maintained by such participants. The laws of some
jurisdictions may require that certain purchasers of securities take physical
delivery of such securities in certificated form. The foregoing limitations and
such laws may impair the ability to own, pledge or transfer beneficial interests
in such Global Securities.
So long as the Depository for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depository or such nominee, as
the case may be, will be considered the sole owner or holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Unless otherwise specified in the applicable Prospectus Supplement
and except as specified below, owners of beneficial interests in such Global
Security will not be entitled to have Debt Securities of the series represented
by such Global Security registered in their names, will not receive or be
entitled to receive physical delivery of Debt Securities of such series in
certificated form and will not be considered the holders thereof for any
purposes under the Indenture. Accordingly, each person owning a beneficial
interest in such Global Security must rely on the procedures of the Depository
and, if such person is not a participant, on the procedures of the participant
through which such person owns its interest, to exercise
7
<PAGE>
any rights of a holder under the Indenture. The Company understands that, under
existing industry practices, if the Company requests any action of holders or an
owner of a beneficial interest in such Global Security desires to give any
notice or take any action a holder is entitled to give or take under the
Indenture, the Depository would authorize the participants to give such notice
or take such action, and participants would authorize beneficial owners owning
through such participants to give such notice or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
Unless otherwise specified in the applicable Prospectus Supplement, payments
with respect to principal, premium, if any, and interest, if any, on Debt
Securities represented by a Global Security registered in the name of a
Depository or its nominee will be made to such Depository or its nominee, as the
case may be, as the registered owner of such Global Security.
The Company expects that the Depository for any Debt Securities represented
by a Global Security, upon receipt of any payment of principal, premium or
interest in respect of such Global Security, will immediately credit
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of such Depository. The Company also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers registered in "street names", and will be the
responsibility of such participants. None of the Company, the Trustee or any
agent of the Company or the Trustee shall have any responsibility or liability
for any aspect of the records relating to or payments made on account of
beneficial ownership interests of a Global Security, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests.
Unless otherwise specified in the applicable Prospectus Supplement, if the
Depository for any Debt Securities represented by a Global Security is at any
time unwilling or unable to continue as Depository or ceases to be registered or
in good standing under the Exchange Act and a successor Depository is not
appointed by the Company within 90 days after the Company receives notice or
becomes aware of such condition, the Company will issue such Debt Securities in
definitive certificated form in exchange for such Global Security. In addition,
the Company may at any time and in its sole discretion determine not to have any
of the Debt Securities of a series represented by one or more Global Securities
and, in such event, will issue Debt Securities of such series in definitive
certificated form in exchange for all of the Global Security or Securities
representing such Debt Securities. (Section 2.5).
PAYMENT OF ADDITIONAL AMOUNTS
The Company will agree that any amounts to be paid by the Company with
respect to the Debt Securities will be paid without deduction or withholding for
any and all present and future taxes, levies, imposts or other governmental
charges whatsoever imposed, assessed, levied or collected by or for the account
of the Republic of Panama (or by or for the account of the jurisdiction of
incorporation (other than the United States) of a successor corporation to the
Company, to the extent that such taxes first become applicable as a result of
the successor corporation becoming the obligor on the Debt Securities) or any
political subdivision or taxing authority thereof or therein ("Panamanian
Taxes") or, if deduction or withholding of any Panamanian Taxes shall at any
time be required by the Republic of Panama (or the jurisdiction of incorporation
(other than the United States) of a successor corporation to the Company) or any
such subdivision or authority, the Company will (subject to compliance by the
holders or beneficial owners of the relevant Debt Securities with any relevant
administrative requirements) pay such additional amounts ("Additional Amounts")
in respect of principal, premium, if any, interest, if any, and sinking fund or
analogous payments, if any, as may be necessary in order that the net amounts
paid to the holders of the Debt Securities or the Trustee under the Indenture,
as the case may be, after such deduction or withholding, shall equal the
respective amounts of principal, premium, if any, interest, if any, and sinking
fund or analogous payments, if any, as specified in the Debt Securities to which
such holders or the Trustee are entitled; provided, however, that the foregoing
shall not apply to (i) any present or future Panamanian
8
<PAGE>
Taxes which would not have been so imposed, assessed, levied or collected but
for the fact that the holder or beneficial owner of the relevant Debt Security
being or having been a domiciliary, national or resident of, or engaging or
having been engaged in business or maintaining or having maintained a permanent
establishment or being or having been physically present in, the Republic of
Panama (or the jurisdiction of incorporation of a successor corporation to the
Company) or such political subdivision or otherwise having or having had some
connection with the Republic of Panama (or the jurisdiction of incorporation of
a successor corporation to the Company) or such political subdivision other than
the holding or ownership of a Debt Security, or the collection of principal of
and interest, if any, on, or the enforcement of, a Debt Security, (ii) any
present or future Panamanian Taxes which would not have been so imposed,
assessed, levied or collected but for the fact that, where presentation is
required, the relevant Debt Security was presented more than thirty days after
the date such payment became due or was provided for, whichever is later, or
(iii) any present or future Panamanian Taxes which would not have been so
imposed, assessed, levied or collected but for the failure to comply with any
certification, identification or other reporting requirements concerning the
nationality, residence, identity or connection with the Republic of Panama (or
the jurisdiction of incorporation of a successor corporation to the Company) or
any political subdivision thereof of the holder or beneficial owner of the
relevant Debt Security, if compliance is required by statute or by rules or
regulations of the Republic of Panama (or the jurisdiction of incorporation of a
successor corporation to the Company) or such political subdivision as a
condition to relief or exemption from Panamanian Taxes. The provisions described
in (i) through (iii) above are referred to herein as "Excluded Taxes." The
Company or any successor to the Company, as the case may be, will indemnify and
hold harmless each holder of the Debt Securities and upon written request
reimburse each holder for the amount of (i) any Panamanian Taxes levied or
imposed and paid by such holder of the Debt Securities (other than Excluded
Taxes) as a result of payments made with respect to the Debt Securities, (ii)
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto, and (iii) any Panamanian Taxes with respect to payment of
Additional Amounts or any reimbursement pursuant to this sentence. The Company
or any successor to the Company, as the case may be, will also (1) make such
withholding or deduction and (2) remit the full amount deducted or withheld to
the relevant authority in accordance with applicable law. The Company or any
successor to the Company, as the case may be, will furnish the Trustee within 30
days after the date the payment of any Panamanian Taxes is due pursuant to
applicable law, certified copies of tax receipts evidencing such payment by the
Company or any successor to the Company, as the case may be, which the Trustee
will forward to the holders of the Debt Securities.
At least 30 days prior to each date on which any payment under or with
respect to the Debt Securities is due and payable, if the Company will be
obligated to pay Additional Amounts with respect to such payments, the Company
will deliver to the Trustee an officers' certificate stating the fact that such
Additional Amounts will be payable, stating the amounts so payable and setting
forth such other information as may be necessary to enable the Trustee to pay
such Additional Amounts to holders of the Debt Securities on the payment date.
Whenever in the Indenture or any Debt Securities there is mentioned, in any
context, the payment of the principal, premium, if any, or interest, or sinking
fund or analogous payment, if any, in respect of such Debt Securities or overdue
principal or overdue interest or overdue sinking fund or analogous payment, such
mention shall be deemed to include mention of the payment of Additional Amounts
provided for herein to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof pursuant to the provisions of this
Section and express mention thereof in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made (if applicable). (Section 10.5).
REDEMPTION OR ASSUMPTION OF DEBT SECURITIES UNDER CERTAIN CIRCUMSTANCES
Unless otherwise specified in the Prospectus Supplement with respect to any
series of Debt Securities, if as the result of any change in or any amendment to
the laws, including any regulations thereunder and
9
<PAGE>
any applicable double taxation treaty or convention, of the Republic of Panama
(or the jurisdiction of incorporation (other than the United States) of a
successor corporation to the Company), or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in an application
or interpretation of such laws, including any applicable double taxation treaty
or convention, which change, amendment, application or interpretation (the
"Change") becomes effective on or after the original issuance date of such
series (or, in certain circumstances, such later date on which a corporation
becomes a successor corporation to the Company), it is determined by the Company
based upon an opinion of independent counsel of recognized standing that (i) the
Company would be required to pay Additional Amounts in respect of principal,
premium, if any, interest, if any, or sinking fund or analogous payments, if
any, on the next succeeding date for the payment thereof, or (ii) any taxes
would be imposed (whether by way of deduction, withholding or otherwise) by the
Republic of Panama (or the jurisdiction of incorporation (other than the United
States) of a successor corporation to the Company) or by any political
subdivision or taxing authority thereof or therein, upon or with respect to any
principal, premium, if any, interest, if any, or sinking fund or analogous
payments, if any, then the Company may, at its option, on giving not less than
30 nor more than 60 days' notice (which shall be irrevocable) redeem such series
of Debt Securities in whole, but not in part, at any time (except in the case of
Debt Securities of a series having a variable rate of interest, which may be
redeemed only on an interest payment date) at a redemption price equal to 100%
of the principal amount thereof plus accrued interest to the date fixed for
redemption (except in the case of outstanding original issue discount Debt
Securities which may be redeemed at the redemption price specified by the terms
of each series of such Debt Securities); provided, however, that (i) no notice
of redemption may be given more than 90 days prior to the earliest date on which
the Company would be obligated to pay such Additional Amounts or such tax would
be imposed, as the case may be, and (ii) at the time that such notice of
redemption is given, such obligation to pay Additional Amounts or such tax, as
the case may be, remains in effect. For purposes of the foregoing, all
references to the Company in this paragraph shall include any successor
corporation thereto. (Section 11.8).
MERGER AND CONSOLIDATION
The Company may not consolidate with or merge into any other Person or
transfer or lease all or substantially all of its assets to any Person unless,
after giving effect to such transaction, no Event of Default, and no event which
after notice or lapse of time or both would become an Event of Default, shall
have occurred and be continuing and the Person formed by such consolidation or
into which the Company is merged or the Person which acquires or leases all or
substantially all of its assets assumes all the obligations of the Company under
the Debt Securities and the Indenture. (Article 8).
EVENTS OF DEFAULT AND NOTICE THEREOF
Except as may otherwise be provided in an indenture supplemental to the
Indenture, the following events in respect of a particular series of Indenture
Securities are defined in the Indenture as "Events of Default": (a) failure to
pay interest (including Additional Amounts) for 30 days after becoming due; (b)
failure to pay the principal or premium, if any, when due at maturity, on
redemption or otherwise; (c) failure to make a sinking fund payment for five
days after becoming due; (d) failure to perform any other covenants for 60 days
after written notice as provided in the Indenture; (e) failure to pay when due
the principal of, or acceleration of, an indebtedness for money borrowed by the
Company in excess of $20 million, if such indebtedness is not discharged, or
such acceleration is not annulled, within 30 days after written notice as
provided in the Indenture; (f) certain events of bankruptcy, insolvency or
reorganization; and (g) any other Event of Default provided with respect to
Securities of such series (as indicated in the Prospectus Supplement relating to
such series of Securities). (Section 5.1).
If an Event of Default in respect of a particular series of Indenture
Securities outstanding occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the
10
<PAGE>
Indenture Securities outstanding of such series may declare the principal amount
(or, if the Indenture Securities of such series are Original Issue Discount
Securities (as defined in the Indenture), such portion of the principal amount
as may be specified in the terms of such series) of all of the Indenture
Securities of such series to be due and payable immediately. At any time after
such a declaration of acceleration in respect of a particular series of
Indenture Securities has been made, but before a judgment or decree for the
payment of money due upon acceleration has been obtained by the Trustee, the
holders of a majority in aggregate principal amount of the Indenture Securities
outstanding of such series may, under certain circumstances, rescind and annul
such declaration and its consequences if all Events of Default in respect of the
Indenture Securities of such series, other than the non-payment of principal due
solely by such declaration of acceleration, have been cured or waived as
provided in the Indenture. (Section 5.2).
The Indenture provides that the Trustee shall, within 90 days after the
occurrence of a default in respect of a particular series of Indenture
Securities, give the holders of such series notice of all uncured defaults known
to it (the term "default" to include the events specified above without grace
periods); provided that, except in the case of default in the payment of the
principal of, or premium, if any, on or interest on any of the Indenture
Securities of such series, or in the payment of any sinking fund installment
with respect to the Indenture Securities of such series, the Trustee shall be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interests of the holders of such series.
(Section 6.2).
Pursuant to the terms of the Indenture, the Company is required to furnish
to the Trustee annually a statement of certain officers of the Company stating
whether or not to the best of their knowledge the Company is in default in
respect of any series of Indenture Securities in the performance and observance
of the terms of the Indenture and, if the Company is in default, specifying such
default and the nature thereof. (Section 10.4).
The Indenture provides that the holders of a majority in aggregate principal
amount of all Indenture Securities of a particular series then outstanding will
have the right to waive certain defaults in respect of such series and, subject
to certain limitations, to direct the time, method and place of conducting any
proceedings for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee. (Sections 5.12 and 5.13). The Indenture provides
that, in case an Event of Default in respect of a particular series of Indenture
Securities shall occur (which shall not have been cured or waived), the Trustee
will be required to exercise such of its rights and powers under the Indenture,
and to use the degree of care and skill in their exercise, that a prudent man
would exercise or use in the conduct of his own affairs, but otherwise need only
perform such duties as are specifically set forth in the Indenture. (Section
6.1). Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
of the holders of such series unless they shall have offered to the Trustee
reasonable security or indemnity. (Section 6.3).
No holder of any series of Indenture Securities will have any right to
institute any proceeding with respect to the Indenture or for any remedy
thereunder, unless such holder shall have previously given to the Trustee
written notice of a continuing Event of Default and unless the holders of at
least 25% in aggregate principal amount of the outstanding Indenture Securities
of such series shall have made written request, and offered reasonable
indemnity, to the Trustee to institute such proceeding as trustee, and the
Trustee shall not have received from the holders of a majority in aggregate
principal amount of the outstanding Indenture Securities of such series a
direction inconsistent with such request and shall have failed to institute such
proceeding within 60 days. (Section 5.7). However, such limitations do not apply
to a suit instituted by a holder of an Indenture Security for enforcement of
payment of the principal of and premium, if any, or interest on such Indenture
Security on or after the respective due dates expressed in such Indenture
Security. (Section 5.8).
11
<PAGE>
MODIFICATION OF THE INDENTURE
With certain exceptions, the Indenture, the rights and obligations of the
Company and the rights of the holders of a particular series may be modified by
the Company with the consent of the holders of not less than 66 2/3% in
aggregate principal amount of the Indenture Securities of such series then
outstanding, but no such modification may be made which would (i) change the
stated maturity of the principal of (or premium, if any, on) or interest on
(including any Additional Amounts) any Indenture Security of such series, or
reduce the principal amount thereof, or reduce the rate of interest thereon, or
reduce the amount of principal of an Original Issue Discount Security payable
upon acceleration of the maturity thereof, without the consent of the holder of
each Indenture Security of such series so affected; or (ii) reduce the
above-stated percentage of Indenture Securities of such series, the consent of
the holders of which is required to modify or alter the Indenture, without the
consent of the holders of all Indenture Securities of such series then
outstanding. (Section 9.2).
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Indenture Securities and a successor Trustee may be appointed to act with
respect to such one or more series. (Section 6.10). In the event that there
shall be two or more persons acting as Trustee with respect to different series
of Indenture Securities, each such Trustee shall be a trustee of a trust or
trusts under the Indenture separate and apart from the trust or trusts
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Indenture Securities for
which it is acting as Trustee. (Section 6.11).
REPORTS
The Company publishes annual reports containing certified financial
statements. Copies of such reports will be available upon request.
12
<PAGE>
DESCRIPTION OF WARRANTS
The Company may issue Warrants for the purchase of Debt Securities, Warrants
to purchase or sell debt securities of or guaranteed by the United States
("Government Debt Securities"), Warrants to purchase or sell foreign currencies,
currency units or units of a currency index or currency basket, Warrants to
purchase or sell units of a stock index or a stock basket and Warrants to
purchase or sell a commodity or a commodity index. The Warrants offered pursuant
to this Prospectus will be limited to $450,000,000 aggregate public offering
price. Warrants may be issued independently or together with any Debt Securities
offered by any Prospectus Supplement and may be attached to or separate from
such Debt Securities. The Warrants will be settled either through physical
delivery or through payment of a cash settlement value as set forth herein and
in any applicable Prospectus Supplement. The Warrants will be issued under
warrant agreements (each a "Warrant Agreement") to be entered into between the
Company and a bank or trust company, as warrant agent (the "Warrant Agent"), all
as set forth in the Prospectus Supplement relating to the particular issue of
Warrants being offered pursuant thereto. The Warrant Agent will act solely as an
agent of the Company in connection with the Warrant certificates and will not
assume any obligation or relationship of agency or trust for or with any holders
of Warrant certificates or beneficial owners of Warrants. The following
summaries of certain provisions of the forms of Warrant Agreement do not purport
to be complete and are subject to, and are qualified in their entirety by
reference to the provisions of the forms of Warrant Agreement (including the
forms of Warrant certificates), copies of which are filed as an exhibit to the
Registration Statement.
The particular terms of the Warrants offered by any Prospectus Supplement
(the "Offered Warrants"), as well as any modification or addition to the general
terms of the Warrants as herein described, which may be applicable to any
Offered Warrants are described in such Prospectus Supplement relating to such
Offered Warrants and will be set forth in a filing with the Commission.
Accordingly, for a description of the terms of any particular Offered Warrants,
reference must be made to both the Prospectus Supplement relating to such
Offered Warrants and to the description of the Warrants set forth in this
Prospectus.
GENERAL
The Prospectus Supplement will describe the following terms of the Offered
Warrants (to the extent such terms are applicable to such Warrants): (1) the
title of such Offered Warrants; (2) the aggregate number of such Offered
Warrants; (3) whether the Offered Warrants are for the purchase or sale of Debt
Securities, Government Debt Securities, currencies, currency units, composite
currencies, currency indices or currency baskets, stock indices, stock baskets,
commodities, commodity indices or such other index or reference as therein
described; (4) the price or prices at which such Offered Warrants will be
offered; (5) the currency or currencies, including composite currencies or
currency units, in which the price of such Offered Warrants may be payable; (6)
the date, if any, on and after which such Offered Warrants and the related Debt
Securities will be separately transferable; (7) the date on which the right to
exercise such Offered Warrants shall commence, and the date on which such right
shall expire; (8) the maximum or minimum number of such Offered Warrants which
may be exercised at any time; (9) a discussion of material federal income tax
considerations, if any; (10) the terms, procedures and limitations relating to
the exercise of such Offered Warrants; and (11) any other terms of the Offered
Warrants, including any terms which may be required or advisable under United
States laws or regulations.
If the Offered Warrants are to purchase Debt Securities, the Prospectus
Supplement will also describe (a) the designation, aggregate principal amount,
currency, currency unit, composite currency or currency basket of denomination
and other terms of the Debt Securities purchasable upon exercise of the Offered
Warrants; (b) the designation and terms of the Debt Securities with which the
Offered Warrants are issued and the number of Offered Warrants issued with each
such Debt Security; (c) the date on and after which the Offered Warrants and the
related Debt Securities will be separately transferable, if any; and (d) the
principal amount of Debt Securities purchasable upon exercise of each Offered
Warrant and the price at
13
<PAGE>
which and currency, currency unit, composite currency or currency basket in
which such principal amount of Debt Securities may be purchased upon such
exercise.
If the Offered Warrants are to purchase or sell Government Debt Securities
or a foreign currency, currency unit, composite currency, currency index or
currency basket, such Offered Warrants will be listed on a national securities
exchange and the Prospectus Supplement will describe the amount and designation
of the Government Debt Securities or currency, currency unit, composite
currency, currency index or currency basket, as the case may be, subject to each
Offered Warrant, whether such Offered Warrants are to purchase or sell the
Government Debt Securities, foreign currency, currency unit, composite currency,
currency index or currency basket, whether such Offered Warrants provide for
cash settlement or delivery of the Government Debt Securities or foreign
currency, currency unit, composite currency, currency index or currency basket
upon exercise, and the national securities exchange on which the Offered
Warrants will be listed.
If the Offered Warrants are Offered Warrants to purchase or sell a stock
index or a stock basket, such Offered Warrants will provide for payment of an
amount in cash determined by reference to increases or decreases in such stock
index or stock basket and will be listed on a national securities exchange, and
the Prospectus Supplement will describe the terms of the Offered Warrants,
whether such warrants are to purchase or sell the stock index or stock basket,
the stock index or stock basket covered by the Offered Warrants and the market
to which such stock index or stock basket relates, whether such warrants are to
purchase or sell the stock index or stock basket and the national securities
exchange on which the Offered Warrants will be listed.
If the Offered Warrants are Offered Warrants to purchase or sell a commodity
or commodity index, such Offered Warrants will provide for cash settlement or
delivery of the particular commodity or commodities and such Offered Warrants
will be listed on a national securities exchange, and the Prospectus Supplement
will describe the terms of the Offered Warrants, the commodity or commodity
index covered by the Offered Warrants, whether such Offered Warrants are to
purchase or sell the commodity or commodity index, whether such Offered Warrants
provide for cash settlement or delivery of the commodity or commodity index, the
market, if any, to which such commodity or commodity index relates and the
national securities exchange on which the Warrants will be listed.
Warrant certificates may be exchanged for new Warrant certificates of
different denominations, may be presented for registration of transfer, and may
be exercised at the corporate trust office of the Warrant Agent or any other
office indicated in the Prospectus Supplement. Warrants to purchase or sell
Government Debt Securities or a foreign currency, currency unit, composite
currency, currency index or currency basket, and Warrants to purchase stock
indices or stock baskets or commodities or commodity indices, may be issued in
the form of a single Global Warrant Certificate, registered in the name of the
nominee of the depository of the Warrants, or may initially be issued in the
form of definitive certificates that may be exchanged, on a fixed date, or on a
date or dates selected by the Company, for interests in a Global Warrant
Certificate, as set forth in the applicable Prospectus Supplement.
Prior to the exercise of their Warrants, holders of Warrants to purchase
Debt Securities will not have any of the rights of holders of the Debt
Securities purchasable upon such exercise, including the right to receive
payments of principal of, premium, if any, or interest, if any, on the Debt
Securities purchasable upon such exercise or to enforce covenants in the
Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Debt Securities or purchase or sell such amount of Government Debt Securities or
of such currency, currency unit, composite currency, currency index or currency
basket, stock index or stock basket, commodity or commodities at such exercise
price, or receive such settlement value in respect of such amount of Government
Debt Securities or of such currency, currency unit, composite currency, currency
index or currency basket, stock index or stock
14
<PAGE>
basket, commodity or commodity index, as shall in each case be set forth in or
calculable from, the Prospectus Supplement relating to such Warrants or as
otherwise set forth in the Prospectus Supplement. Warrants may be exercised at
any time up to 3:00 P.M. New York time on the date set forth in the Prospectus
Supplement relating to such Warrants or as may be otherwise set forth in the
Prospectus Supplement. After such time on that date (or such later date to which
such date may be extended by the Company), unexercised Warrants will become
void.
Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement relating thereto, Warrants may be exercised
by delivery to the Warrant Agent of the Warrant certificate evidencing such
Warrants properly completed and duly executed and of payment as provided in the
Prospectus Supplement of the amount required to purchase the Debt Securities, or
(except in the case of Warrants providing for cash settlement) payment for or
delivery of the Government Debt Securities or currency, currency unit, composite
currency, currency index, currency basket, stock index, stock basket, commodity
or commodities index as the case may be, purchased or sold upon such exercise.
Warrants will be deemed to have been exercised upon receipt of such Warrant
certificate and any such payment, if applicable, at the corporate trust office
of the Warrant Agent or any other office indicated in the Prospectus Supplement
and the Company will, as soon as practicable thereafter, issue and deliver the
Debt Securities purchasable upon such exercise, or purchase or sell such
Government Debt Securities or currency, currency unit, composite currency,
currency index or currency basket, stock index or stock basket, commodity or
commodities or pay the settlement value in respect of such Warrants. If fewer
than all of the Warrants represented by such Warrant certificate are exercised,
a new Warrant certificate will be issued for the remaining amount of the
Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities and Warrants to or through
underwriters, and also may sell the Debt Securities and Warrants directly to one
or more other purchasers or through agents.
The Prospectus Supplement will set forth the terms of the offering of the
particular series or issuance of Debt Securities and/or Warrants to which such
Prospectus Supplement relates, including (i) the name or names of any
underwriters or agents with whom the Company has entered into arrangements with
respect to the sale of such series of Debt Securities or Warrants, (ii) the
initial public offering or purchase price of such series of Debt Securities or
Warrants, (iii) any underwriting discounts, commissions and other items
constituting underwriters' compensation from the Company and any other
discounts, concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers, (iv) any commissions paid to any agents, (v) the
net proceeds to the Company, and (vi) the securities exchanges, if any, on which
such series of Debt Securities or Warrants will be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series of Debt Securities or Warrants, the obligations of the
underwriters to purchase such series of Debt Securities or issuance of Warrants
will be subject to certain conditions precedent and each of the underwriters
with respect to such series of Debt Securities or Warrants will be obligated to
purchase all of the Debt Securities of such series or such Offered Warrants
allocated to it if any such Debt Securities or such Offered Warrants are
purchased. Any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time to time.
The Debt Securities and Warrants may be offered and sold by the Company
directly or through agents designated by the Company from time to time. Unless
otherwise indicated in the applicable Prospectus Supplement, any such agent or
agents will be acting on a best efforts basis for the period of its or their
appointment. Any agent participating in the distribution of the Debt Securities
and Warrants may be deemed to be an "underwriter", as that term is defined in
the Act, of the Debt Securities and Warrants so offered and sold. The Debt
Securities and Warrants also may be sold to dealers at the applicable price to
the public set forth in the Prospectus Supplement relating to a particular
series of Debt Securities or
15
<PAGE>
Warrants who later resell to investors. Such dealers may be deemed to be
"underwriters" within the meaning of the Act.
If so indicated in the Prospectus Supplement relating to a particular series
of Debt Securities or Warrants, the Company will authorize underwriters or
agents to solicit offers by certain institutions to purchase Debt Securities of
such series or such Offered Warrants from the Company pursuant to delayed
delivery contracts providing for payment and delivery at a future date. Such
contracts will be subject only to those conditions set forth in the applicable
Prospectus Supplement and such Prospectus Supplement will set forth the
commission payable for solicitation of such contracts.
Underwriters and agents may be entitled, under agreements entered into with
the Company, to indemnification by the Company against certain civil
liabilities, including liabilities under the Act.
VALIDITY OF SECURITIES
The validity of the Debt Securities and Warrants will be passed upon for the
Company with respect to New York law by Paul, Weiss, Rifkind, Wharton &
Garrison, New York, New York and for any underwriters or agents with respect to
New York law by Sullivan & Cromwell, New York, New York. The validity of the
Debt Securities and Warrants with respect to Panamanian law will be passed upon
by Tapia Linares y Alfaro, Panama City, Republic of Panama. James M. Dubin, a
partner of Paul, Weiss, Rifkind, Wharton & Garrison, is the sole stockholder of
the trustee of the B Trust and a director of the Company. Paul, Weiss, Rifkind,
Wharton & Garrison also serves as counsel to Micky Arison. See "Certain
Considerations--Control by Principal Shareholders".
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended November 30, 1996 have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
certified public accountants, given on the authority of said firm as experts in
auditing and accounting.
16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS PROSPECTUS
SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS SUPPLEMENT
The Company.................................... S-2
Use of Proceeds................................ S-2
Capitalization................................. S-3
Recent Developments............................ S-3
Summary Financial Data......................... S-4
Description of Debentures...................... S-5
Underwriting................................... S-6
Validity of the Debentures..................... S-7
Special Note Regarding Forward-Looking
Statements................................... S-7
<CAPTION>
PROSPECTUS
<S> <C>
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 2
The Company.................................... 2
Certain Considerations......................... 3
Use of Proceeds................................ 4
Ratio of Earnings to Fixed Charges............. 5
Description of Debt Securities................. 5
Description of Warrants........................ 13
Plan of Distribution........................... 15
Validity of Securities......................... 16
Experts........................................ 16
</TABLE>
[LOGO]
$200,000,000
CARNIVAL CORPORATION
6.65% DEBENTURES DUE JANUARY 15, 2028
------------------------
PROSPECTUS SUPPLEMENT
------------------------
BEAR, STEARNS & CO. INC.
LEHMAN BROTHERS
JANUARY 6, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
