<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 1998
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------------------
CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
REPUBLIC OF PANAMA 59-1562976
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
</TABLE>
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
(305) 599-2600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
ARNALDO PEREZ, ESQ.
GENERAL COUNSEL
CARNIVAL CORPORATION
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428
(305) 599-2600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
JAMES M. DUBIN, ESQ. ROBERT S. RISOLEO, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON SULLIVAN & CROMWELL
1285 AVENUE OF THE AMERICAS 125 BROAD STREET
NEW YORK, NEW YORK 10019-6064 NEW YORK, NEW YORK 10004
(212) 373-3000 (212) 558-4000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) SECURITY(2)(3) PRICE(2) FEE(2)
<S> <C> <C> <C> <C>
Common Stock(4)(5)..............................
Preferred Stock(6)..............................
Debt Securities.................................
Warrants(7).....................................
Total $1,000,000,000(8) 100%(3) $1,000,000,000(8) $278,000
</TABLE>
(1) In United States dollars or the equivalent thereof in a foreign or composite
currency.
(2) Estimated solely for the purpose of calculating the registration fee. The
aggregate public offering price of the Common Stock, Preferred Stock, Debt
Securities, Warrants registered hereby will not exceed $1,000,000,000.
(3) Or, if any securities are issued (i) at an original issue discount, such
greater principal amount or liquidation value as shall result in an
aggregate offering price equal to $1,000,000,000 or (ii) with a principal
amount or liquidation value denominated in a foreign or composite currency,
such principal amount or liquidation value as shall result in an aggregate
offering price equivalent to $1,000,000,000 at the time of the offering.
(4) Such indeterminate number of shares of Common Stock as may from time to time
be issued at indeterminate prices, including Common Stock issuable upon
conversion or redemption of Debt Securities.
(5) Includes 3,000,000 shares of Common Stock that may be offered by a selling
stockholder at indeterminate intervals.
(6) Such indeterminate number of shares of Preferred Stock as may from time to
time be issued at indeterminate prices, including Preferred Stock issuable
upon conversion or redemption of Debt Securities.
(7) Warrants may be offered and sold separately or together with Common Stock,
Preferred Stock and Debt Securities.
(8) Does not include an additional $400,000,000 of securities previously
registered by the Registrant under its Registration Statement on Form S-3
(File No. 333-43269), which are being carried forward pursuant to Rule 429
under the Securities Act of 1933, as amended.
----------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
Pursuant to Rule 429 under the Securities Act of 1933, as amended, this
Registration Statement relates to $1,000,000,000 of securities registered hereby
and to the remaining unsold $400,000,000 of such securities previously
registered by the Registrant under its Registration Statement on Form S-3 (File
No. 333-43269).
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<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 15, 1998
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND THE COMPANY IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE SUCH OFFER OF SALE IS NOT PERMITTED.
$1,400,000,000
CARNIVAL CORPORATION
COMMON STOCK, PREFERRED STOCK, DEBT SECURITIES AND WARRANTS
THE COMPANY
- may sell Common Stock;
- may sell Preferred Stock;
- may sell Debt Securities; and
- may sell Warrants to purchase Common Stock, Preferred Stock or Debt
Securities, or any combination of them, and may sell Warrants 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 Common Stock is listed on the New York Stock Exchange, under the symbol
"CCL". Any Common Stock sold pursuant to a Prospectus Supplement will be listed
on the NYSE, subject to official notice of issuance.
THE SELLING STOCKHOLDER
We have been informed that one or more of our principal stockholders intends
to make a charitable contribution of 3,000,000 shares of Common Stock to Arison
Foundation, Inc., a charitable foundation, as soon as practicable after the date
of this Prospectus. After such contribution, Arison Foundation, Inc. may sell up
to 3,000,000 shares of Common Stock.
We urge you to read carefully this Prospectus and the accompanying
Prospectus Supplement, which will describe the specific terms of the securities
being offered to you, before you make your investment decision.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
Any statement contained in this Prospectus will be deemed to be modified or
superseded by any inconsistent statement contained in the accompanying
Prospectus Supplement.
THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A
PROSPECTUS SUPPLEMENT.
<PAGE>
The date of this Prospectus is , 1998.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We have filed a Registration Statement on Form S-3 with the Securities and
Exchange Commission (the "Commission") regarding the offering. This Prospectus,
which is a part of the Registration Statement, does not contain all of the
information included in the Registration Statement and you should refer to the
Registration Statement and its exhibits to read that information. References in
this Prospectus to any of our contracts or other documents are not necessarily
complete and you should refer to the exhibits attached to the Registration
Statement for copies of the actual contract or document. You may read and copy
the Registration Statement, the related exhibits and the other materials we file
with the Commission at the Commission's public reference room in Washington,
D.C., and at the Commission's regional offices in Chicago, Illinois and New
York, New York. Please call the Commission at 1-800-SEC-0330 for further
information on the operation of the public reference rooms. The Commission also
maintains an Internet site that contains reports, proxy and information
statements and other information regarding issuers that file with the
Commission, including us. The site's address is http://www.sec.gov.
We file annual, quarterly and current reports, proxy statements and other
information with the Commission. You may read and copy any of these reports,
statements or other information at the Commission's Internet site or at the
Commission's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. You can request copies of those documents, upon payment of a
duplicating fee, by writing to the Commission. In addition, reports, proxy
statements and other information concerning us can be inspected at the offices
of the New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005,
on which our Common Stock is listed.
INCORPORATION BY REFERENCE
The Commission allows us to "incorporate by reference" in this Prospectus
other information we file with them, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is an important part of this Prospectus, and
information that we file later with the Commission will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the Commission under Sections 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell all of
the securities covered by this Prospectus.
- Our Annual Report on Form 10-K for the fiscal year ended November 30,
1997;
- Our Quarterly Reports on Form 10-Q for the fiscal quarters ended February
28, 1998, May 31, 1998 and August 31, 1998; and
- Our Current Reports on Form 8-K, filed with the Commission on January 28,
1998 and May 13, 1998.
We have filed each of these documents with the Commission and they are
available from the Commission's Internet site and public reference rooms
described under "Available Information" above. You may also request a copy of
these filings, at no cost, by writing or telephoning us at the following
address:
Investor Relations
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
You should rely only on the information incorporated by reference or
provided in this Prospectus or any Prospectus Supplement. We have not authorized
anyone else to provide you with different information.
2
<PAGE>
THE COMPANY
We are the world's largest multiple-night cruise company based on the number
of passengers carried, revenues generated and available capacity. We offer 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 Cunard Line, Seabourn Line and Windstar Cruises. In total,
we own and operate 33 cruise ships, with a total capacity of 39,504 passengers
based on two passengers per cabin. The thirteen Carnival Cruise Lines ships have
a total capacity of 24,442 passengers, with itineraries primarily in the
Caribbean, Mexican Riviera and Alaska. The eight Holland American Line ships
have a total capacity of 10,302 passengers, with itineraries in Alaska, the
Caribbean, Europe and through the Panama Canal, and other worldwide itineraries.
The five Cunard Line ships have a total capacity of 3,380 passengers, with
itineraries in Europe, the Caribbean, Asia and other world wide destinations, as
well as transatlantic cruises. The three Seabourn ships have a total capacity of
624 passengers, with itineraries in the Caribbean, the Baltics, Europe, the
Americas and the Far East. The four Windstar ships have a total capacity of 756
passengers, with itineraries in the Caribbean, Costa Rica, and the
Mediterranean. We also own equity interests in Costa Cruises and Airtours plc,
an integrated leisure travel group. The seven Costa Cruise ships have a total
capacity of 7,644 passengers, with itineraries in Europe, the Caribbean and
South America. Airtours owns tour operators, charter airlines, travel agencies,
three cruise ships and holiday hotels.
We have signed an agreement with a Finnish shipyard under which the shipyard
will construct one cruise ship for Carnival Cruise Lines with a capacity of
2,100 passengers, which is expected to enter service in April 2001. We also have
an option to have the Finnish shipyard build two additional 2,100-passenger
vessels for Carnival Cruise Lines, which, if exercised, would be expected to
enter service in 2002. We also have agreements with an Italian shipyard for the
construction of four cruise ships for Carnival Cruise Lines, each with a
capacity of 2,758 passengers, which are expected to enter service in July 1999,
August 2000, December 2002 and August 2003, respectively. In addition, the
Italian shipyard has agreed to construct three cruise ships for Holland America
Line, two with a capacity of 1,440 passengers and one with a capacity of 1,380,
which are expected to enter service in August 1999, March 2000 and November
2000, respectively.
We also operate a tour business which markets sightseeing tours both
separately and as a part of Holland America Line cruise/tour packages. Through
Holland America-Line Westours Inc., we operate 14 hotels in Alaska and the
Canadian Yukon, two luxury day-boats offering tours to the glaciers of Alaska
and the Yukon River, over 280 motor coaches used for sightseeing and charters in
the states of Washington and Alaska and in the Canadian Rockies, and 13 private
domed rail cars which we run on the Alaskan Railroad between Anchorage and
Fairbanks.
------------------------
We were incorporated under the laws of the Republic of Panama in November
1974. Our executive offices are located at 3655 N.W. 87th Avenue, Miami, Florida
33178-2428, telephone number (305) 599-2600. Our registered office in Panama is
located at 10 Elvira Mendez Street, Interseco Building, Panama, Republic of
Panama.
3
<PAGE>
RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS AS WELL AS THE OTHER
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS BEFORE
PURCHASING THE SECURITIES.
INCOME TAXES
Under Section 883 of the Internal Revenue Code of 1986, as amended (the
"Code"), non-U.S. corporations 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 one of three tests with
respect to their stockholders: a "CFC Test" (which is satisfied if the company
is a controlled foreign corporation), an "Ultimate Owner Test" (which is
satisfied if a majority of the Company's stock is ultimately owned by residents
of certain foreign countries) or a "Publicly Traded Test." Our cruise ship
operations meet the Incorporation Test because our subsidiaries are incorporated
in countries which provide the required exemption to U.S. persons involved in
shipping operations. They do not currently meet either the CFC Test or the
Ultimate Owner Test; however, we believe that they meet the Publicly Traded Test
and therefore qualify for the benefits of Section 883.
A corporation meets the Publicly Traded Test if the stock of the corporation
(or its direct or indirect corporate parent) 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 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." We believe that we meet these
requirements. We have only one class of stock outstanding, the common stock (the
"Common Stock"), which is listed on the New York Stock Exchange (the "NYSE"),
where more shares trade than in any other country. Trades of such Common Stock
have been effected in more than de minimis quantities on every business day
since our initial public offering, and the annual volume of such trades has
significantly exceeded 10% of the average number of shares outstanding.
Moreover, we believe that any stock traded on the NYSE is considered as traded
on a qualifying exchange and, to our knowledge, we are not closely held because
no person other than members of the Arison family and certain related entities
owns more than 5% of our stock and such persons hold less than 50% of the
outstanding shares.
Accordingly, we believe that virtually all of our 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. If we were found not to meet the Publicly Traded Test (and
also did not meet the CFC Test or the Ultimate Owner Test) or if Section 883
were to be changed in a manner adverse to the Company, much of our 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 Micky Arison 1994 "B" Trust (the "B
Trust"), certain members of the Arison family and trusts for the benefit of Ted
Arison's children (collectively, the "Principal Stockholders"), beneficially own
on the date hereof, in the aggregate, approximately 46.7% of our outstanding
Common Stock (without giving effect to any sale of Common Stock under this
Prospectus). As a result, the Principal Stockholders have the power to
substantially influence the election of
4
<PAGE>
directors and our affairs and policies. Micky Arison, our Chairman and Chief
Executive Officer, has the sole right to vote and direct the sale of the 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 we are a Panamanian corporation, some or all interest
payable on the Securities may be treated as United States source income for
United States federal income tax purposes.
5
<PAGE>
USE OF PROCEEDS
Except as otherwise provided in the applicable prospectus supplement (each a
"Prospectus Supplement"), the net proceeds to us from the sale of any securities
offered hereby (the "Securities") will be added to our working capital and will
be available for general corporate purposes, which may include the repayment of
indebtedness, the financing of capital commitments and possible future
acquisitions to expand our business. The net proceeds will be invested in
marketable securities, including, without limitation, certificates of deposit
and commercial paper. We will not receive any of the proceeds from the sale of
Common Stock by the selling stockholders.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed charges for
the nine months ended August 31, 1998 and 1997 and for the five years ended
November 30, 1997:
<TABLE>
<CAPTION>
NINE MONTHS
ENDED AUGUST 31, YEARS ENDED NOVEMBER 30,
- -------------------- -----------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
9.9x 9.9x 9.0x 6.4x 6.2x 5.8x 5.7x
</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 undistributed earnings of
affiliates' minority interest, 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). We have assumed that
one-third of rent expense is representative of the interest factor. For all
periods presented as preferred dividends were paid.
DESCRIPTION OF DEBT SECURITIES
We may issue from time to time debt securities in one or more series that
will consist of either senior debt ("Senior Debt Securities") or subordinated
debt ("Subordinated Debt Securities"). The Senior Debt Securities are to be
issued under an indenture dated as of March 1, 1993 (the "Senior Indenture"),
between us and First Trust National Association (the "Senior Trustee"), as
Trustee. The Subordinated Debt Securities will be issued under an indenture (the
"Subordinated Indenture"), between us and a trustee to be named in the
applicable Prospectus Supplement (the "Subordinated Trustee"). The term
"Indenture" refers to either the Senior Indenture or the Subordinated Indenture,
as appropriate, the term "Trustee" refers to either the Senior Trustee or the
Subordinated Trustee, as appropriate and the term "Debt Securities" refers to
the Senior Debt Securities and the Subordinated Debt Securities. Each Indenture
will be subject to and governed by the Trust Indenture Act of 1939.
The following statements with respect to the Debt Securities do not purport
to be complete and are subject to the detailed provisions of the Indenture, the
form of which is filed as an exhibit to the Registration Statement.
The particular terms of each series of Debt Securities (including any
additions or modifications to the general terms of the Debt Securities) will be
described in the Prospectus Supplement that will be filed with the Commission.
To review the terms of a particular series of Debt Securities, you must refer to
both the Prospectus Supplement for the particular series and to the description
of Debt Securities contained in this Prospectus.
GENERAL
The Senior Debt Securities and Subordinated Debt Securities to be offered by
this Prospectus will be limited to $1,400,000,000 aggregate principal amount or
(i) its foreign exchange rate equivalent if the Debt Securities are offered in
currencies other than U.S. dollars, or (ii) a greater amount, if the Debt
Securities are issued at an original issue discount, such that we will receive
$1,400,000,000 in proceeds. The Indenture allows us to issue additional Debt
Securities up to the an amount authorized by our Board of Directors or a
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<PAGE>
duly authorized committee of the Board of Directors. The Indenture also allows
there to be more than one Trustee for one or more different series of Debt
Securities. See "--Trustee".
The applicable Prospectus Supplement for a series of Debt Securities to be
issued will describe, among other things, the following terms of the offered
Debt Securities:
- the title;
- the aggregate principal amount;
- the percentage of their principal amount at which they will be offered;
- the date or dates on which principal is payable;
- the interest rate or rates and/or the method of determining the interest
rates;
- the dates from which interest, if any, will accrue, the method of
determining those dates, and the dates on which interest is payable;
- the terms for redemption, extension or early repayment;
- the denominations in which the Debt Securities are authorized to be issued
(if other than denominations of $1,000 or any integral multiple thereof);
- the currency or currencies of payment of principal or interest;
- the provisions for a sinking fund, if any;
- if it is an amount other than the principal amount of the Debt Securities,
the portion of the principal amount that will be payable if the maturity
of the Debt Securities is declared to be accelerated;
- any other restrictive covenants included for the benefit of the holders of
the Debt Securities;
- the events of default;
- whether they are issuable as a Global Security or securities;
- the applicable tax consequences related to the Debt Securities;
- the terms and conditions, if any, under which the Debt Securities may be
converted into or exchanged for Common Stock or other securities;
- the applicability of the provisions described in "--Defeasance" below;
- any subordination provisions applicable to the Debt Securities in addition
to or different than those described under "--Subordination" below; and
- any other term or provision which is not inconsistent with 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 to such an offering will be
described in the applicable Prospectus Supplement.
Except as otherwise stated 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 us, except that at our option, interest may be
paid by check mailed to the person entitled to it.
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 we may require payment of a sum
to cover any tax or other governmental charge that must be paid in connection
with the transfer or exchange. 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.
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<PAGE>
The Indenture does not contain any covenants or provisions that are
specifically intended to give holders of the Debt Securities protection if we
undertake a highly leveraged transaction. With respect to any 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 our Articles of Incorporation or By-laws limit
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, we believe that under current law 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 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 of it. In such a case one
or more Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of all the 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 that series, or to a
successor Depository for that series selected or approved by us, or to a nominee
of that successor Depository.
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.
PAYMENT OF ADDITIONAL AMOUNTS
We will agree that any amounts to be paid by us 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 us, 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 of the Republic of Panama ("Panamanian Taxes"). In addition, 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 of its
subdivisions or authorities, we will (if the holders or beneficial owners of the
relevant Debt Securities comply with any relevant administrative requirements)
pay such additional amounts ("Additional Amounts") as may be necessary in order
to make 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, equal to the amounts of principal, premium, if any, interest, if
any, and sinking fund or analogous payments, if any, to which such holders or
the Trustee are entitled. We are not required to pay Additional Amounts in
respect of the following Taxes ("Excluded Taxes"):
- any present or future Panamanian Taxes which would not have been so
imposed, assessed, levied or collected if the holder or beneficial owner
of the relevant Debt Security were not or had not 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 us) 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 us) 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;
8
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- 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 the payment became due or was provided
for, whichever is later; or
- 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 us) or any of its political subdivisions 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 us) or such
political subdivision as a condition to relief or exemption from
Panamanian Taxes.
We or any successor to us, 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:
- 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;
- any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto; and
- any Panamanian Taxes with respect to payment of Additional Amounts or any
reimbursement pursuant to this list.
We or any successor to us, 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. We or any successor to
us, 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 us or any successor to us, 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 we will be obligated to
pay Additional Amounts with respect to those payments, we will deliver to the
Trustee an officers' certificate stating the fact that Additional Amounts will
be payable, stating the amounts that will be payable and setting forth any other
information necessary to enable the Trustee to pay such Additional Amounts to
holders of the Debt Securities on the payment date.
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 and 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 us), or of any of
its political subdivisions or taxing authorities 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 becomes effective on or after the original
issuance date of the series (or, in certain circumstances, such later date on
which a corporation becomes a successor corporation to us), we determine based
upon an opinion of independent counsel of recognized standing that (i) we 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 us) or by any of its political subdivisions or taxing
authorities, upon or with respect to any principal, premium, if any, interest,
if any, or sinking fund or analogous payments, if any, then we may, at our
option, on giving not
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less than 30 nor more than 60 days' irrevocable notice redeem the 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 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). However, no notice of redemption may be given more than 90
days prior to the earliest date on which we would be obligated to pay the
Additional Amounts or the tax would be imposed, as the case may be, and, at the
time that the notice of redemption is given, the obligation to pay Additional
Amounts or tax, as the case may be, remains in effect.
MERGER AND CONSOLIDATION
We cannot consolidate with or merge into any other Person (as defined in the
Indenture) or transfer or lease all or substantially all of our assets to any
Person unless, after giving effect to the 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 the
consolidation or into which we merged, or the Person which acquires or leases
all or substantially all of our assets, assumes all our obligations under the
Debt Securities and the Indenture.
Unless otherwise noted in an applicable Prospectus Supplement, the following
are "Events of Default" in respect of a particular series of Debt Securities:
- failure to pay interest (including Additional Amounts) for 30 days after
it is due;
- failure to pay the principal or premium, if any, when due;
- failure to make a sinking fund payment for five days after it becomes due;
- failure to perform any other covenant for 60 days after being given
written notice of the failure in accordance with the Indenture;
- failure to pay when due the principal of, or acceleration of, any
indebtedness for money borrowed by us in excess of $20 million, if the
indebtedness is not discharged, or the acceleration is not annulled,
within 30 days of us receiving written notice of the failure in accordance
with the Indenture;
- certain events of bankruptcy, insolvency or reorganization; and
- any other Event of Default, as indicated in the applicable Prospectus
Supplement.
If an Event of Default in respect of a particular series of Debt Securities
outstanding occurs and is continuing, either the Trustee or the holders of at
least 25% in aggregate principal amount of the Debt Securities outstanding of
the series may declare the principal amount (or, if the Debt Securities of the
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 Debt Securities of the series to be due and payable
immediately. At any time after such a declaration of acceleration 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 Debt Securities outstanding of the affected series may,
under certain circumstances, rescind and annul the declaration and its
consequences if all Events of Default relating to the Debt Securities of the
series, other than the non-payment of principal due solely by the declaration of
acceleration, have been cured or waived as provided in the Indenture.
The Trustee will, within 90 days after a default in respect of a series of
Debt Securities, give the holders of the series notice of all uncured defaults
known to it (the term "default" includes the events specified above without
grace periods). However, except in the case of default in the payment of the
principal of, or premium, if any, on or interest on any of the Debt Securities
of the series, or in the payment of any sinking fund installment with respect to
the Debt Securities of the series, the Trustee shall
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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 the series.
Pursuant to the terms of the Indenture, we are required to furnish to the
Trustee annually a statement of certain of our officers stating whether or not
to the best of their knowledge we are in default, in respect of any series of
Debt Securities, in the performance and observance of the terms of the Indenture
and, if we are in default, specifying the default and the nature of it.
The Indenture provides that the holders of a majority in aggregate principal
amount of all Debt Securities of a particular series then outstanding will have
the right to waive certain defaults in respect of the 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. The Indenture provides that, in case an Event of
Default in respect of a particular series of Debt Securities occurs (which was
not 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. 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 the series unless they have offered to
the Trustee reasonable security or indemnity.
No holder of any series of Debt Securities will have any right to institute
any proceeding with respect to the Indenture or for any remedy under it, unless
the holder has 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 Debt Securities of the series have made written
request, and offered reasonable indemnity, to the Trustee to institute such a
proceeding as trustee, and the Trustee has not received from the holders of a
majority in aggregate principal amount of the outstanding Debt Securities of the
series a direction inconsistent with the request and have failed to institute
the proceeding within 60 days. However, such limitations do not apply to a suit
instituted by a holder of a Debt Security for enforcement of payment of the
principal of and premium, if any, or interest on the Debt Security on or after
the respective due dates expressed in the Debt Security.
MODIFICATION OF THE INDENTURE
With certain exceptions, we may modify the Indenture, our rights and
obligations and the rights of the holders of a particular series with the
consent of the holders of at least 66 2/3% in aggregate principal amount of the
Debt Securities of such series then outstanding. However, without the consent of
the holder of each Debt Security of a series, no modification may be made which
would:
- change the stated maturity of the principal or premium, if any, of a Debt
Security in the series;
- change the stated maturity of the interest (including Additional Amounts)
on any Debt Security in the series;
- reduce the principal amount of a Debt Security in the series;
- reduce the interest rate on any Debt Security in the series; or
- reduce the amount of principal of an Original Issue Discount Security that
is payable upon the acceleration of the maturity of the Security.
In addition, the consent of the holders of all then outstanding Debt
Securities of the series is required to reduce the percentage of holders of Debt
Securities whose consent is required to modify the Indenture.
DEFEASANCE
An applicable Supplemental Indenture may allow the Company to elect either
(i) to defease and be discharged from any and all obligations with respect to
the Debt Securities of any series pursuant to the Supplemental Indenture, except
for the obligation to pay Additional Amounts, and the obligations to register
the transfer or exchange of the Debt Securities, to replace temporary or
mutilated, destroyed, lost
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<PAGE>
or stolen Debt Securities and to maintain an office or agency in respect of the
Debt Securities and to hold moneys for payment in trust or (ii) to be released
from its obligations with respect to the Debt Securities under certain sections
of the Indenture or Supplemental Indenture or certain Events of Default, and any
failure to comply with those obligations will not constitute an Event of Default
with respect to the Debt Securities. In order to exercise either defeasance
option, we must irrevocably deposit with the applicable Trustee, in trust, money
or direct obligations of the United States for the payment of which the full
faith and credit of the United States is pledged or obligations of an agency or
instrumentality of the United States the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States, which, in
either case, are not callable at the issuer's option ("U.S. Government
Obligations") or certain depositary receipts for U.S. Government Obligations
that through the payment of interest on them and principal in accordance with
their terms will provide money in an amount sufficient to pay all the principal
of and premium, if any, and any interest on, the Debt Securities on the dates
the payments are due in accordance with the terms of the Debt Securities.
Defeasance may be effected only if, among other things.
- no Event of Default or event which with the giving of notice or lapse of
time, or both, would become an Event of Default under the applicable
Indenture has occurred and is continuing on the date of the deposit,
- in the event of defeasance under clause (i) above, we have delivered an
opinion of counsel, stating that we have received from, or there has been
published by, the Internal Revenue Service a ruling or since the date of
the applicable Supplemental Indenture there has been a change in
applicable federal law, in either case to the effect that, the holders of
the Debt Securities will not recognize gain or loss for United States
federal income tax purposes as a result of such deposit or defeasance and
will be subject to United States federal income tax in the same manner as
if such defeasance had not occurred, and
- in the event of defeasance under clause (ii) above, we have delivered an
opinion of counsel to the effect that, among other things, the holders of
the Debt Securities will not recognize gain or loss for United States
federal income tax purposes as a result of such deposit or defeasance and
will be subject to United States federal income tax in the same manner as
if such defeasance had not occurred.
If we fail to comply with our remaining obligations under the applicable
Indenture or supplemental indenture after a defeasance of the Indenture and
supplemental indenture with respect to Debt Securities as described under clause
(ii) above and the Debt Securities are declared due and payable because of the
occurrence of any undefeased Event of Default, the amount of money and U.S.
Government Obligations on deposit with the Trustee could be insufficient to pay
amounts due on the Debt Securities of such series at the time of the
acceleration resulting from the Event of Default. However, we will remain liable
in respect of the payments.
SUBORDINATION
If our assets are distributed upon our dissolution, winding up, liquidation
or reorganization, the payment of the principal of (and premium, if any) and
interest on the Subordinated Debt Securities will be subordinated, to the extent
provided in the Subordinated Indenture and the applicable supplemental
indenture, to the prior payment in full of all senior indebtedness, including
Senior Debt Securities. However, our obligation to pay principal (and premium,
if any) or interest on the Subordinated Debt Securities will not otherwise be
affected. No payment on account of principal (or premium, if any), sinking fund
or interest may be made on the Subordinated Debt Securities at any time when
there is a default in the payment of principal, premium, if any, sinking fund or
interest on senior indebtedness. If, while we are in default on senior
indebtedness, any payment is received by the Subordinated Trustee under the
Subordinated Indenture or the holders of any of the Subordinated Debt Securities
before we have paid all senior indebtedness in full, such payment or
distribution must be paid over to the holders of the unpaid
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senior indebtedness or applied to the repayment of the unpaid senior
indebtedness. Subject to paying the senior indebtedness in full, the holders of
the Subordinated Debt Securities will be subrogated to the rights of the holders
of our senior indebtedness to the extent that payments are made to the holders
of senior indebtedness out of the distributive share of the Subordinated Debt
Securities.
Due to such subordination, if our assets are distributed upon insolvency,
certain of our general creditors may recover more, ratably, than holders of
Subordinated Debt Securities. The Subordinated Indenture or applicable
supplemental indenture may state that its subordination provisions will not
apply to money and securities held in trust under the satisfaction and
discharge, and the legal defeasance provisions of the Subordinated Indenture.
If this Prospectus is being delivered in connection with the offering of a
series of Subordinated Debt Securities, the accompanying prospectus supplement
or the information incorporated by reference in it will set forth the
approximate amount of senior indebtedness outstanding as of a recent date.
CONVERSION RIGHTS
The terms and conditions, if any, on which Debt Securities being offered are
convertible into Common Stock or other of our Securities will be set forth in an
applicable Prospectus Supplement. Such terms will include the conversion price,
the conversion period, provisions as to whether conversion will be at the option
of the holder or us, the events requiring an adjustment of the conversion price
and provisions affecting conversion in the event that the Debt Securities are
redeemed.
TRUSTEE
The Trustee may resign or be removed with respect to one or more series of
Debt Securities, and a successor Trustee may be appointed to act with respect to
those series. In the event that there are two or more persons acting as Trustee
with respect to different series of Debt Securities, each 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 Trustee, and any action to be taken by
the "Trustee" may then be taken by each successor Trustee with respect to, and
only with respect to, the one or more series of Debt Securities for which it is
acting as Trustee.
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DESCRIPTION OF WARRANTS
We may issue Warrants for the purchase of Common Stock, Preferred Stock or
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. Warrants may
be issued independently or together with any Securities offered by any
Prospectus Supplement and may be attached to or separate from such 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 with 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. The Warrant Agent
will act solely as our agent 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 qualified by reference to the provisions of
the forms of Warrant Agreement (including the forms of Warrant certificates),
copies of which will be filed as exhibits to the Registration Statement.
The particular terms of any Warrants (including any modification or
additions to the general terms of the Warrants) will be described in a
Prospectus Supplement that will be filed with the Commission. To review the
terms of any particular Warrants, you must refer to both the Prospectus
Supplement relating to such Warrants and to the description of the Warrants set
forth in this Prospectus.
GENERAL
A Prospectus Supplement will describe the following terms of the Warrants
(to the extent such terms are applicable to such Warrants):
- their title;
- their aggregate number;
- whether the Warrants are for the purchase or sale of Common Stock,
Preferred Stock, 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;
- their price or prices;
- the currency or currencies, including composite currencies or currency
units, in which the price of such Warrants may be payable;
- the date, if any, on and after which such Warrants and the related Common
Stock, Preferred Stock, or Debt Securities will be separately
transferable;
- the date on which the right to exercise such Warrants shall commence, and
the date on which such right shall expire;
- the maximum or minimum number of such Warrants which may be exercised at
any time;
- a discussion of material federal income tax considerations, if any;
- the terms, procedures and limitations relating to the exercise of such
Warrants; and
- any other terms of the Warrants, including any terms which may be required
or advisable under United States laws or regulations.
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If the Warrants are to purchase Common Stock or Preferred Stock, the
Prospectus Supplement will also describe the purchase price for the underlying
Common Stock or Preferred Stock.
If the Warrants are to purchase Debt Securities, the Prospectus Supplement
will also describe:
- 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 Warrants;
- the designation and terms of the Debt Securities with which the Warrants
are issued and the number of Warrants issued with each such Debt Security;
- the date on and after which the Warrants and the related Debt Securities
will be separately transferable, if any; and
- the principal amount of Debt Securities purchasable upon exercise of each
Warrant and the price at 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 Warrants are to purchase or sell Government Debt Securities or a
foreign currency, currency unit, composite currency, currency index or currency
basket, such 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 Warrant, whether such
Warrants are to purchase or sell the Government Debt Securities, foreign
currency, currency unit, composite currency, currency index or currency basket,
whether such 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 Warrants will be listed.
If the Warrants are to purchase or sell a stock index or a stock basket,
such 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 Warrants, whether such warrants are to purchase or
sell the stock index or stock basket, the stock index or stock basket covered by
the 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 Warrants will be listed.
If the Warrants are to purchase or sell a commodity or commodity index, such
Warrants will provide for cash settlement or delivery of the particular
commodity or commodities and such Warrants will be listed on a national
securities exchange, and the Prospectus Supplement will describe the terms of
the Warrants, the commodity or commodity index covered by the Warrants, whether
such Warrants are to purchase or sell the commodity or commodity index, whether
such 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 we select, for interests in a Global Warrant Certificate, as set
forth in the applicable Prospectus Supplement.
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Prior to the exercise of their Warrants, holders of Warrants to purchase
Common Stock, Preferred Stock or Debt Securities will not have any of the rights
of holders of such Securities purchasable upon such exercise.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such amount of Common
Stock, Preferred Stock or 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 basket, commodity or commodity index, as shall in each case
be set forth in or calculable from, the applicable Prospectus Supplement or as
otherwise set forth in such Prospectus Supplement. Warrants may be exercised on
the date set forth in the applicable Prospectus Supplement or as may be
otherwise set forth in such Prospectus Supplement. After such time on that date
(or such later date to which we may extend), unexercised Warrants will become
void.
Subject to any restrictions and additional requirements that may be set
forth in the applicable Prospectus Supplement, 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 Common Stock,
Preferred Stock or 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 we 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.
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital stock consists of 960,000,000 shares of Common Stock
and 40,000,000 shares of Preferred Stock. As of the date hereof, there are
195,465,419 shares of Common Stock and no shares of Preferred Stock outstanding.
COMMON STOCK
VOTING. Holders of Common Stock vote as a single class on all matters
submitted to a vote of the shareholders, with each share of Common Stock
entitled to one vote. In the annual election of directors, the holders of Common
Stock are not entitled to vote cumulatively.
DIVIDENDS. The holders of the Common Stock are entitled to receive such
dividends, if any, as may be declared by the Board of Directors in its
discretion out of funds legally available therefor.Panamanian law permits the
payment of dividends to the extent of retained earnings.
OTHER PROVISIONS. Upon liquidation or dissolution, the holders of shares of
Common Stock are entitled to receive on a pro rata basis all assets of our
remaining for distribution to common stockholders. The Common Stock has no
preemptive or other subscription rights and there are no other conversion
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rights or redemption or sinking fund provisions with respect to such shares. All
shares of Common Stock that are currently outstanding are fully paid and
non-assessable.
Neither Panamanian law nor our Articles of Incorporation or By-laws impose
limitations on the right of non-resident or foreign owners to hold or vote
shares of the Common Stock. While no tax treaty currently exists between the
Republic of Panama and the United States, under current law the Company believes
that distributions to our shareholders are not subject to taxation under the
laws of the Republic of Panama.
Under Panamanian law, our directors may vote by proxy.
PREFERRED STOCK
The Board of Directors is authorized to issue, without further authorization
from the stockholders, up to 40,000,000 shares of Preferred Stock in one or more
series. The Board of Directors may determine, at the time of creating each
series, the distinctive designation of, and the number of shares in, the series,
its dividend rate, the number of votes, if any, for each share of such series,
the price and terms on which such shares may be redeemed, the terms of any
applicable sinking fund, the amount payable upon liquidation, dissolution or
winding up, the conversion rights, if any, and such other rights, preferences
and priorities of such shares as the Board of Directors may be permitted to fix
under the laws of Panama as in effect at the time such series is created. The
issuance of Preferred Stock could adversely affect the voting power of holders
of Common Stock and could have the effect of delaying, deferring or preventing a
change in control. The Preferred Stock offered by this Prospectus will be
limited so that we may receive not more than $1,000,000,000 in proceeds.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for our Common Stock is First Union
National Bank.
SELLING STOCKHOLDERS
The selling stockholders of the Common Stock offered hereby are Arison
Foundation, Inc. (the "Foundation") and one or more of the Principal
Stockholders to be named in a Prospectus Supplement. We have been informed that
one or more members of the Arison family or other Principal Stockholders intend
to make a charitable contribution of 3,000,000 shares of Common Stock to the
Foundation as soon as practicable after the date hereof this Prospectus. The
Registration Statement also registers the transfer of such shares to the
Foundation. The Foundation may sell such shares hereunder from time to time. The
following table sets forth certain information regarding the beneficial
ownership of the Common Stock by the Foundation as of the date hereof and the
maximum number of shares which may be offered by this Prospectus.
<TABLE>
<CAPTION>
MAXIMUM
SHARES NUMBER OF
BENEFICIALLY SHARES TO BE
NAME OWNED OFFERED
- ----------------------------------------------------------------- ----------- ------------
<S> <C> <C>
Arison Foundation, Inc........................................... 3,000,000(1) 3,000,000(1)
</TABLE>
The Foundation is a charitable foundation. Shari Arison, the daughter of Ted
Arison, is one of our directors and the President of the Foundation. The
Foundation is directed by six trustees, a majority of whom are affiliated with
the Principal Stockholders. Each of the Principal Stockholders disclaims
ownership of the shares of Common Stock owned by the Foundation. We have agreed
to bear all expenses relating to this offering, except for fees and
disbursements of counsel for the Foundation, selling costs, underwriting
discounts and applicable filing fees.
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PLAN OF DISTRIBUTION
We may sell the Common Stock, Preferred Stock, Debt Securities and Warrants
to or through underwriters, and also may sell such Securities directly to one or
more other purchasers or through agents.
The selling stockholders of 3,000,000 shares of Common Stock are the
Foundation and one or more of the Principal Stockholders to be named in a
Prospectus Supplement. We have been informed that one or more of the Principal
Stockholders intends to make a charitable contribution of the 3,000,000 shares
to the Foundation as soon as practicable after the date of this Prospectus. The
Registration Statement also registers the transfer of such shares to the
Foundation. The Foundation may sell the Common Stock to or through underwriters,
and also may sell directly to one or more other purchasers or through agents.
A Prospectus Supplement will set forth the terms of the offering of a
particular series or issuance of Securities, including:
- the name or names of any underwriters or agents with whom the Company or
the Foundation has entered into arrangements with respect to the sale of
such Securities;
- the initial public offering or purchase price of such Securities;
- any underwriting discounts, commissions and other items constituting
underwriters' compensation from us or the Foundation and any other
discounts, concessions or commissions allowed or reallowed or paid by any
underwriters to other dealers;
- any commissions or other compensation paid to any agents;
- the net proceeds to the Company or the Foundation, and;
- the securities exchanges, if any, on which such Securities will be listed.
Unless otherwise set forth in the Prospectus Supplement relating to a
particular series or issuance of Securities, the obligations of the underwriters
to purchase such Securities will be subject to certain conditions precedent and
each of the underwriters with respect to such series of Securities will be
obligated to purchase all of the Securities allocated to it if any such
Securities 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 Securities may be offered and sold by us or the Foundation directly or
through agents designated by us or the Foundation 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 Securities may
be deemed to be an "underwriter", as that term is defined in the Act, of the
Securities so offered and sold. The Securities also may be sold to dealers at
the applicable price to the public set forth in the Prospectus Supplement
relating to a particular series or issuance of Securities who later resell to
investors. Such dealers may be deemed to be "underwriters" within the meaning of
the Act.
Sales of Common Stock also may be effected from time to time in one or more
types of transactions (which may include block transactions, special offerings,
exchange distributions, secondary distributions or purchases by a broker or
dealer) on the NYSE or any other national securities exchange on which the
Common Stock is listed, in the over-the-counter market, in negotiated
transactions, through options transactions relating to the shares, or a
combination of such methods of sale, at market prices prevailing at the time of
sale, at negotiated prices or at fixed prices. Such transactions may or may not
involve brokers or dealers.
If so indicated in the Prospectus Supplement relating to a particular series
or issuance of Securities, we or the Foundation will authorize underwriters or
agents to solicit offers by certain institutions to purchase Securities from us
or the Foundation pursuant to delayed delivery contracts providing for
18
<PAGE>
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 or the Foundation, to indemnification by us or the Foundation
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 us
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 Securities 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
one of our directors. Paul, Weiss, Rifkind, Wharton & Garrison also serves as
counsel to Micky Arison. See "Risk Factors--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, 1997 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent certified public accountants, given on the authority of said firm as
experts in auditing and accounting.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements under the heading "The Company" and elsewhere in this
Prospectus or incorporated by reference in this Prospectus constitute
"forward-looking statements" within the meaning of Section 27A of the Act and
Section 21E of the Exchange Act. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors, which may cause the actual
results, performance or achievements 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 on our cruise products;
consumer demand for cruises; pricing policies followed by our competitors;
increases in cruise industry capacity; changes in tax laws and regulations (see
"Risk Factors--Income Taxes"); our ability to implement our shipbuilding program
and to expand our business outside the North American market where we have less
experience; delivery of our new vessels on schedule and at the contracted price;
weather patterns; computer program year 2000 compliance; unscheduled ship
repairs and drydocking; incidents involving cruise vessels at sea; and changes
in laws and government regulations applicable to us (including the
implementation of the "Safety of Life at Sea Convention" and changes in Federal
Maritime Commission surety and guaranty arrangements).
19
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WE HAVE NOT AUTHORIZED ANY DEALER, SALESPERSON OR OTHER PERSON TO GIVE ANY
INFORMATION OR REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT
RELY ON ANY UNAUTHORIZED INFORMATION. THIS PROSPECTUS DOES NOT OFFER TO SELL OR
BUY ANY SHARES IN ANY JURISDICTION WHERE IT IS UNLAWFUL. THE INFORMATION IN THIS
PROSPECTUS IS CURRENT AS OF , 1998.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
PROSPECTUS
Where You Can Find More Information............ 2
Incorporation by Reference..................... 2
The Company.................................... 3
Risk Factors................................... 4
Use of Proceeds................................ 6
Ratio of Earnings to Fixed Charges............. 6
Description of Debt Securities................. 6
Description of Warrants........................ 14
Description of Capital Stock................... 16
Selling Stockholders........................... 17
Plan of Distribution........................... 18
Validity of Securities......................... 19
Experts........................................ 19
Special Note Regarding Forward-Looking
Statements................................... 19
</TABLE>
[LOGO]
$1,400,000,000
Carnival
Corporation
Common Stock,
Preferred Stock,
Debt Securities
and Warrants
---------------------
PROSPECTUS
------------------------
, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses payable in connection
with the issuance and distribution of the Securities being registered hereby,
other than underwriting discounts and commissions (which will be described in
the applicable Prospectus Supplement). All the amounts shown are estimates,
except the Securities and Exchange Commission registration fee. All of such
expenses are being borne by the Company.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee............... $ 278,000
Accounting Fees and Expenses...................................... *
Legal Fees and Expenses........................................... *
Printing and Engraving Expenses................................... *
Miscellaneous Fees and Expenses................................... *
---------
Total......................................................... $ *
</TABLE>
- ------------------------
* To be filed by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Article of Incorporation and By-laws provide, subject to the
requirements set forth therein, that with respect to any person who was or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
the Company shall indemnify such person by reason of the fact that he is or was
a director or an officer, and may indemnify such person by reason of the fact
that he is or was an employee or agent of the Company or is or was serving at
its request as a director, officer, employee or agent in another corporation,
partnership, joint venture, trust or other enterprise, in either case against
expenses (including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The Company has entered
into indemnity agreements with Shari Arison, Maks L. Birnbach, Richard G. Capen,
Jr., David Crossland, James M. Dubin, Modesto Maidique, William S. Ruben, Stuart
Subotnick, Sherwood M. Weiser and Uzi Zucker providing essentially the same
indemnities as are described in the Company's Articles of Incorporation.
Under a registration rights agreement among the Company and certain
irrevocable trusts (the "Trusts"), the Trusts have agreed to indemnify the
Company, its directors and officers and each person who controls the Company
within the meaning of the Exchange Act, against certain liabilities. In
addition, under a registration rights agreement between the Company and Ted
Arison, Ted Arison has agreed to indemnify the Company, its directors and
officers and each person who controls the Company within the meaning of the Act
against certain liabilities.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
<TABLE>
<S> <C> <C>
1 -- Form of Underwriting Agreement (Incorporated by reference to the Registrant's
Registration Statement on Form S-3 (File No. 333-43269) filed with the
Securities and Exchange Commission)
3 -- Second Amended and Restated Articles of Incorporation of the Company
4.1 -- Senior Indenture, dated March 1, 1993, between the Company and the Senior
Trustee relating to the Senior Securities (Incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No. 33-53136) filed with
the Securities and Exchange Commission)
4.2 -- Form of Subordinated Indenture between the Company and Subordinated Trustee
relating to the Subordinated Securities (Incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No. 333-43269) filed
with the Securities and Exchange Commission)
4.3* -- Supplemental Indenture or Officers' Certificate
4.4* -- Form of Securities with respect to each particular series of registered
hereunder
5.1* -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
5.2* -- Opinion of Tapia Linares y Alfaro
12 -- Ratio of Earnings to Fixed Charges
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2* -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1)
23.3* -- Consent of Tapia Linares y Alfaro (included in Exhibit 5.2)
24 -- Power of Attorney (See signature page)
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of
the Senior Trustee to act as Trustee under the Senior Indenture (Incorporated
by reference to the Registrant's Registration Statement on Form S-3 (File No.
33-50947) filed with the Securities and Exchange Commission)
25.2* -- Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of
the Subordinated Trustee to act as Trustee under the Subordinated Indenture
</TABLE>
- ------------------------
* To be filed by amendment or incorporated by reference in connection with the
offering of Securities.
ITEM 17. UNDERTAKINGS
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
II-2
<PAGE>
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(5) To file an application for the purpose of determining the eligibility of
the trustee to act under subsection (a) of Section 310 of the Trust Indenture
Act of 1939 in accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be filed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on the 15th day of December,
1998.
<TABLE>
<S> <C> <C>
CARNIVAL CORPORATION
By: /s/ HOWARD S. FRANK
-----------------------------------------
Howard S. Frank
(VICE CHAIRMAN AND CHIEF OPERATING
OFFICER)
</TABLE>
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Micky Arison and Howard S. Frank, such person's
true and lawful attorney-in-fact and agents, with full power of substitution and
revocation, for such person and in such person's name, place and stead, in any
and all capacities to sign any and all amendments (including post-effective
amendments) to this Registration Statement or any Registration Statement filed
pursuant to Rule 462 under the Securities Act of 1933, and to file the same with
all exhibits thereto, and the other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and things requisite and necessary to be done, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------- -------------------------- -------------------
<C> <S> <C>
/s/ MICKY ARISON Chairman of the Board, December 15, 1998
- ----------------------------- Chief Executive Officer,
Micky Arison Director and Authorized
Representative
/s/ HOWARD S. FRANK Vice-Chairman, Chief December 15, 1998
- ----------------------------- Operating Officer and
Howard S. Frank Director
/s/ GERALD R. CAHILL Chief Financial and December 15, 1998
- ----------------------------- Accounting Officer
Gerald R. Cahill
Director
- -----------------------------
Shari Arison
/s/ MAKS L. BIRNBACH Director December 15, 1998
- -----------------------------
Maks L. Birnbach
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------------- -------------------------- -------------------
<C> <S> <C>
/s/ RICHARD G. CAPEN, JR. Director December 15, 1998
- -----------------------------
Richard G. Capen, Jr.
Director
- -----------------------------
David Crossland
/s/ ROBERT H. DICKINSON Director December 15, 1998
- -----------------------------
Robert H. Dickinson
/s/ JAMES M. DUBIN Director December 15, 1998
- -----------------------------
James M. Dubin
/s/ A. KIRK LANTERMAN Director December 15, 1998
- -----------------------------
A. Kirk Lanterman
/s/ MODESTO A. MAIDIQUE Director December 15, 1998
- -----------------------------
Modesto A. Maidique
/s/ WILLIAM S. RUBEN Director December 15, 1998
- -----------------------------
William S. Ruben
/s/ STUART SUBOTNICK Director December 15, 1998
- -----------------------------
Stuart Subotnick
/s/ SHERWOOD M. WEISER Director December 15, 1998
- -----------------------------
Sherwood M. Weiser
Director
- -----------------------------
Meshulam Zonis
/s/ UZI ZUCKER Director December 15, 1998
- -----------------------------
Uzi Zucker
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<S> <C> <C>
1 -- Form of Underwriting Agreement (Incorporated by reference to the Registrant's
Registration Statement on Form S-3 (File No. 333-43269) filed with the
Securities and Exchange Commission)
3 -- Second Amended and Restated Articles of Incorporation of the Company
4.1 -- Senior Indenture, dated March 1, 1993, between the Company and the Senior
Trustee relating to the Senior Securities (Incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No. 33-53136) filed with
the Securities and Exchange Commission)
4.2 -- Form of Subordinated Indenture between the Company and Subordinated Trustee
relating to the Subordinated Securities (Incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File No. 333-43269) filed
with the Securities and Exchange Commission)
4.3* -- Supplemental Indenture or Officers' Certificate
4.4* -- Form of Securities with respect to each particular series of registered
hereunder
5.1* -- Opinion of Paul, Weiss, Rifkind, Wharton & Garrison
5.2* -- Opinion of Tapia Linares y Alfaro
12 -- Ratio of Earnings to Fixed Charges
23.1 -- Consent of PricewaterhouseCoopers LLP
23.2* -- Consent of Paul, Weiss, Rifkind, Wharton & Garrison (included in Exhibit 5.1)
23.3* -- Consent of Tapia Linares y Alfaro (included in Exhibit 5.2)
24 -- Power of Attorney (See Signature page)
25.1 -- Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of
the Senior Trustee to act as Trustee under the Senior Indenture (Incorporated
by reference to the Registrant's Registration Statement on Form S-3 (File No.
33-50947) filed with the Securities and Exchange Commission)
25.2* -- Statement of Eligibility under the Trust Indenture Act of 1939 on Form T-1 of
the Subordinated Trustee to act as Trustee under the Subordinated Indenture
</TABLE>
- ------------------------
* To be filed by amendment or incorporated by reference in connection with the
offering of Securities.
<PAGE>
Exhibit 3
Appendix A
CARNIVAL CORPORATION
SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION
(TRANSLATION)
1. Name. The name of the Corporation is: CARNIVAL CORPORATION.
2. Purposes. The purposes of the Corporation are:
(a) To make, purchase, barter, charter, acquire dominion upon or use
of, operate as owner, chartered or operator, to manage, equip and fit out all
kinds of ships and vessels of all types and kinds of propelling systems.
(b) To make all kinds of buildings and structures related to any kind
of legitimate maritime commercial business, merchandise warehousing, shipping
and transportation.
(c) To act as shipbroker, customs and maritime insurance broker, and to
administer the properties and assets and investments that maritime trade and
shipowners' business and ship exploitation may require.
(d) To act as principal and agent in all negotiations related to
maritime trade to such extent as the purposes of this Corporation may permit it.
(e) To solicit from the Government of the Republic of Panama or any
other government where it may be necessary and through such proceedings as may
be required by law, navigation licenses for ships and permits to enroll crewmen
for, and port clearance of the ships in care of the Corporation.
(f) To perform transactions through negotiable instruments and real
estate related to maritime trade and shipowners' business and exploitation of
ships.
(g) To deal in patents and improvements on patented methods related to
the business of maritime trade.
(h) To purchase and sell and deal in general with the shares of its own
capital stock pursuant to instructions from the Board of Directors. To acquire,
purchase, guarantee, hold, sell, assign, transfer, mortgage, pledge or otherwise
dispose of, deal in shares of the capital stock of, or bonds, securities or
other certificates of indebtedness created by other corporations.
(i) To purchase, sell, lease, mortgage, set up easements and
encumbrances upon real estate and in general upon all kinds of properties
related to the business of the Corporation.
(j) To sell, mortgage, encumber or otherwise charge its assets and to
perform any and all kinds of legitimate commercial transactions and any other
that may be permitted in the future pursuant to Panamanian laws.
<PAGE>
(k) To borrow money from any persons, firms, banks or corporations as
may be necessary for its business and to guarantee such loans as the law may
permit and to loan money secured or unsecured to any persons, firms or
corporations as the law may permit and in general to engage in any legitimate
commercial undertaking in any country.
(l) To engage in the general business of travel and tour services, both
domestic and foreign; to dispense travel and tour information and to act as
agent for all transportation companies, including without limitation airline
companies, passenger cruise line companies, steamship companies, railroad
companies, bus companies, car rental companies and any other mode of travel or
transportation or touring companies, both local and foreign; to engage in the
preparation of travel and tour itineraries, including without limitation hotel
and motel accommodations and sightseeing; and, in general, to engage in the
business of all forms and types of travel services.
(m) To dispense travel and tour counseling services, sell railroad,
airline, passenger cruise line, steamship and bus transportation; to sell
accommodations for hotels, resorts, sightseeing and feature attractions
throughout the United States, Canada, Mexico, Europe and every country
throughout the world; to create, plan, sell and carry through escorted vacation
tours; to own, operate, lease or otherwise acquire such real and personal
property suitable, useful or necessary in connection with any of the objects
aforementioned; to enter into, make, perform and carry out contracts of every
kind in connection with the sale and distribution of the aforementioned items or
services; to acquire, use, own, lease and dispose of trademarks, copyrights and
licenses.
(n) To acquire, hold, use, sell, assign, lease, grant licenses in
respect of, mortgage or otherwise dispose of letters patent of the United States
or any foreign country, patent rights, licenses and privileges, inventions,
improvements and processes, copyrights, trademarks, service marks and trade
names relating or useful in connection with any business of this Corporation.
(o) To carry on the business of hotel, resort, casino, restaurant,
refreshment room and lodging-housekeepers, caterers for public amusements
generally, hairdressers, barbers, perfumers, proprietors, laundries, reading,
writing and newspaper room, libraries, places of amusements, recreation and
entertainment of all kinds, sport, theatrical and musical box office
proprietors, entrepreneurs and general agents, and any other business which can
be conveniently carried on in connection therewith.
(p) Generally to engage in, carry on and conduct any lawful act or
activity for which corporations may be organized under the Corporation Law of
the Republic of Panama.
The foregoing clauses shall be construed both as objects and powers, and it is
hereby expressly provided that the foregoing enumeration of specific powers
shall not be hold to limit or restrict in any manner the powers of the
Corporation, and are in furtherance of, and in addition to, and not in
limitation of the general powers conferred by the laws of the Republic of
Panama.
<PAGE>
3. Number and Classes of Shares.
(a) The capital of the Corporation is Ten Million United States Dollars
(U.S. $10,000,000), divided into Nine Hundred Sixty Million (960,000,000)
nominative Common Stock of a par value of one cent (U.S. $0.01) ("Common Stock")
and Forty Million (40,000,000) shares of Preferred Stock of a par value of U.S.
$.01 ("Preferred Stock"). The capital stock may be increased, more shares may be
issued and the nominal value, class and rights pertaining to said shares may be
changed.
(b) The designation, relative rights, preferences and limitations of
the shares of the capital stock are as follows:
(1) The shares of Preferred Stock may be issued from time to time
in one or more series of any number of shares, provided that the aggregate
number of shares issued and not canceled of any and all such series shall not
exceed the total number of shares of Preferred Stock hereinabove authorized, and
with distinctive serial designations, all as shall hereafter be stated and
expressed in the resolution or resolutions providing for the issue of such
shares of Preferred Stock from time to time adopted by the Board pursuant to
authority so to do which is hereby vested in the Board. Each series of shares of
Preferred Stock (a) may have such voting powers, full or limited, or may be
without voting powers; (b) may be subject to redemption at such time or times
and at such prices; (c) may be entitled to receive dividends (which may be
cumulative or non-cumulative) at such rate or rates, in such consideration
(including, without limitation, shares of capital stock), on such conditions and
at such times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or series of stock; (d) may have
such rights upon the dissolution of, or upon any distribution of the assets of,
the Corporation; (e) may be made convertible into or exchangeable for, shares of
any other class or classes or of any other series of the same or any other class
or classes of shares of the Corporation or any other person at such price or
prices or at such rates of exchange and with such adjustments; (f) may be
entitled to the benefit of a sinking fund to be applied to the purchase or
redemption of shares of such series in such amount or amounts; (g) may be
entitled to the benefit of conditions and restrictions upon the creation of
indebtedness of the Corporation or any subsidiary, upon the issue of any
additional shares (including additional shares of such series or of any other
series) and upon the payment of dividends or the making of other distributions
on, and the purchase, redemption or other acquisition by the Corporation or any
subsidiary of, any outstanding shares of the Corporation and (h) may have such
other relative, participating, optional or other special rights, qualifications,
limitations or restrictions thereof; all as shall be stated in said resolution
or resolutions providing for the issue of such shares of Preferred Stock. Any of
the voting powers, designations, preferences, rights and qualifications,
limitations or restrictions of any such series of Preferred Stock may be made
dependent upon facts ascertainable outside of the resolution or resolutions
providing for the issue of such Preferred Stock adopted by the Board pursuant to
the authority vested in it by this Article 3(b)(1), provided that the manner in
which such facts shall operate upon the voting powers, designations,
preferences, rights and qualifications, limitations or restrictions of such
series of Preferred Stock is clearly and expressly set forth in the resolution
or resolutions providing for the issue of such Preferred Stock. The term "facts"
as used in the next preceding sentence
<PAGE>
shall have the meaning given to it under Panamanian law. Shares of Preferred
Stock of any series that have been redeemed (whether through the operation of a
sinking fund or otherwise) or that if convertible or exchangeable, have been
converted into or exchanged for shares of any other class or classes shall have
the status of authorized and unissued shares of Preferred Stock of the same
series and may be reissued as a part of the series of which they were originally
a part or may be reclassified and reissued as part of a new series of shares of
Preferred Stock to be created by resolution or resolutions of the Board or as
part of any other series of shares of Preferred Stock, all subject to the
conditions or restrictions on issuance set forth in the resolution or
resolutions adopted by the Board providing for the issue of any series of shares
of Preferred Stock.
(2) Subject to the provisions of any applicable law or of the
By-laws of the Corporation, as from time to time amended, with respect to the
closing of the transfer books or the fixing of a record date for the
determination of stockholders entitled to vote and except as otherwise provided
by law or by the resolution or resolutions providing for the issue of any series
of shares of Preferred Stock, the holders of outstanding shares of Common Stock
shall exclusively possess voting power for the election of directors and for all
other purposes, each holder of record of shares of Common Stock being entitled
to one vote for each share of Common Stock standing in his or her name on the
books of the Corporation. Except as otherwise provided by the resolution or
resolutions providing for the issue of any series of shares of Preferred Stock,
the holders of shares of Common Stock shall be entitled, to the exclusion of the
holders of shares of Preferred Stock of any and all series, to receive such
dividends as from time to time may be declared by the Board. In the event of any
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, after payment shall have been made to the holders of shares of
Preferred Stock of the full amount to which they shall be entitled pursuant to
the resolution or resolutions providing for the issue of any series of shares of
Preferred Stock, the holders of shares of Common Stock shall be entitled, to the
exclusion of the holders of shares of Preferred Stock of any and all series, to
share, ratably according to the number of shares of Common Stock held by them,
in all remaining assets of the Corporation available for distribution to its
stockholders.
(3) Subject to the provisions of these Articles of Incorporation
and except as otherwise provided by law, the stock of the Corporation,
regardless of class, may be issued for such consideration and for such corporate
purposes as the Board of Directors may from time to time determine.
4. No Preemptive Rights. No holder of shares shall have any right,
preemptive or other, to subscribe for or to purchase from the Corporation any of
the shares of the Corporation hereinafter issued or sold.
5. Domicile. The domicile of the Corporation shall be in Panama City,
Republic of Panama. However, the Corporation may, as provided for by the Board
of Directors, engage in business and establish branches and keep its files and
assets anywhere in the world. Likewise, the Corporation may change its domicile
of incorporation and continue to exist under the laws or jurisdiction of another
country, if authorized by a resolution of the stockholders or of the Board of
Directors of the Corporation.
<PAGE>
6. Duration. The duration of the Corporation shall be perpetual, but it
may previously be dissolved pursuant to law.
7. Board of Directors. The Board of Directors shall consist of no less
than three (3), and no more than fifteen (15) members. Within said minimum and
maximum, the number shall be set forth by resolution of the stockholders or by
resolution of the Board of Directors. The meetings of the Board of Directors may
be held in the Republic of Panama or in any other country, and any Director can
be represented and vote by proxy or proxies at any and all Directors' meetings.
The meetings may also be held by means of telephone conference, fax or any other
means of electronic communication, in which the participants have been in direct
contact. Likewise, the Board of Directors may validly adopt resolutions by
written consent with the signature of the majority of Directors or their proxies
in different dates and places, in lieu of a meeting. The Board of Directors
shall have absolute control and full power of administration on all the matters
of the Corporation, being it understood that the Board of Directors is empowered
to contract loans and financing in general, to grant guarantees over its
properties and subsidiaries, with respect to is own obligations and those of
third parties, and to mortgage its properties and assets and to sell less than
all or substantially all of the assets of the Corporation without shareholders'
approval.
8. Officers. The Board of Directors, as soon as possible after the annual
election of directors, may choose a Chairman of the Board, a Vice-Chairman of
the Board, a President, a Chief Executive Officer, a Chief Operating Officer, a
Secretary, a Treasurer, and one or more Vice Presidents, all of whom shall hold
their offices until their successors are chosen and qualify. More than one
office may be held by the same person. The Board of Directors may from time to
time choose such other officers and agents as are necessary, who shall hold
their offices for such terms as are determined by the Board of Directors. Any
officer or agent chosen by the Board of Directors may be removed at any time
with or without cause by the affirmative vote of a majority of the members of
the Board of Directors then in office. Until the Board of Directors provides
otherwise, the legal representative of the Corporation shall be the President
and, in his absence, the Corporation shall be represented by the Chairman of the
Board.
9. Indemnification.
(a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director or an officer of the
Corporation, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding to the fullest extent and in the manner set
forth in and permitted by the General Corporation Law, and any other applicable
law, as from time to time in effect. Such right of indemnification shall not be
deemed exclusive of any other rights to which such director or officer may be
entitled apart from the foregoing provisions. The foregoing provisions of this
Section 9(a) shall be deemed to be a contract between the Corporation and each
director and officer who serves in such capacity at any time while this Article
9 and the relevant provisions of the Corporation Law of the Republic of Panama
and other applicable law, if any, are
<PAGE>
in effect, and any repeal or modification thereof shall not affect any rights or
obligations then existing with respect to any state of facts then or theretofore
existing or any action, suit or proceeding theretofore or thereafter brought or
threatened based in whole or in part upon any such state of facts.
(b) The Corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was an employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding to the extent and in the manner
set forth in and permitted by the General Corporation Law of the Republic of
Panama, and any other applicable law, as from time to time in effect. Such right
of indemnification shall not be deemed exclusive of any other rights to which
any such person may be entitled apart from the foregoing provisions.
(c) The Corporation shall have power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability under the provisions of Sections 9(a) and 9(b) above or under the
Corporation Law of the Republic of Panama or any other provision of law.
10. Adoption, Amendment and/or Repeal of By-Laws. The Board of Directors
may from time to time make, alter or repeal the by-laws of the Corporation;
provided, that any by-laws may be made by the shareholders of the Corporation;
and provided, that any by-laws made, amended or repealed by the Board of
Directors may be amended or repealed by the shareholders of the Corporation.
TRANSITORY PROVISIONS
11. Directors and Officers. The names and addresses of the Directors and
Officers in office as of the date hereof are as follows:
<TABLE>
<CAPTION>
NAME ADDRESS OFFICE
<S> <C> <C>
Micky Arison 3655 N.W. 87 Avenue Director, Chairman of the
Miami, Florida 33178 Board and Chief Executive
Officer
Shari Arison Golda Center Director
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Maks L. Birnbach 580 Fifth Avenue Director
New York, New York 10036
Richard G. Capen, Jr. 6077 San Elijo Director
Rancho Santa Fe,
California 92067
David Crossland Parkway Three Director
Parkway Business Centre
300 Princess Road
Manchester M14 7QU
England
Robert H. Dickinson 3655 N.W. 87 Avenue Director, President and
Miami, Florida 33178 Chief Operating Officer -
Carnival Cruise Lines
James M. Dubin 1285 Avenue of the Director
Americas
New York, New York 10019-6064
Howard S. Frank 3655 N.W. 87 Avenue Director, Vice Chairman
Miami, Florida 33178 of the Board and
Chief Operating Officer
A. Kirk Lanterman 300 Elliott Avenue West Director
Seattle, Washington 98119
Modesto A. Maidique Florida International Director
University
Office of the President
University Park Campus
Miami, Florida 33199
William S. Ruben 40 E. 94th Street Director
Apt. 22D
New York, New York 10128
Stuart Subotnick 215 East 67th Street Director
New York, New York 10021
Sherwood M. Weiser 3250 Mary Street Director
Coconut Grove, Florida 33131
Meshulam Zonis 3655 N.W. 87 Avenue Director and Sr. Vice
Miami, Florida 33178 President - Operations
Uzi Zucker 245 Park Avenue Director
New York, New York 10167
Gerald R. Cahill 3655 N.W. 87 Avenue Sr. Vice President and
Miami, Florida 33178 Chief Financial Officer
Roderick McLeod 3655 N.W. 87 Avenue Sr. Vice President -
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
Miami, Florida 33178 Marketing
Lowell Zemnick 3655 N.W. 87 Avenue Vice President and
Miami, Florida 33178 Treasurer
Pamela C. Conover 3655 N.W. 87 Avenue Vice President -
Miami, Florida 33178 Strategic Planning
Arnaldo Perez 3655 N.W. 87 Avenue Vice President and
Miami, Florida 33178 Secretary
</TABLE>
All of the above directors shall remain in office until their successors are
duly elected and qualified.
12. Registered Agent. The Registered Agent of the Corporation in Panama
City, until the Board of Directors may provide otherwise, shall be Marcela de
Perez, 10 Elvira Mendez Street, Interseco Building, 8th Floor, Post Office Box
7440, Panama 5, Republic of Panama.
13. Subscription by Incorporators. The name and address of each signatory
to the original Articles of Incorporation and the number of shares which each
such signatory agreed to take care is as follows:
<TABLE>
<CAPTION>
NAME ADDRESS No. of Shares
<S> <C> <C>
Mariano J. Oteiza No. 8 Aquilino de la Guardia Street 1
Panama, R. of P.
Domingo Diaz A. No. 8 Aquilino de la Guardia Street 1
Panama, R. of P.
</TABLE>
<PAGE>
EXHIBIT 12
CARNIVAL CORPORATION
RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT RATIOS)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
AUGUST 31, YEARS ENDED NOVEMBER 30,
---------------------- ----------------------------------------------------------
1998 1997 1997 1996 1995 1994 1993
---------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Income from continuing
operations.............. $ 615,262 $ 510,700 $ 666,050 $ 566,302 $ 451,091 $ 381,765 $ 318,170
Income tax expense........ 5,877 8,557 6,233 9,045 9,374 10,053 5,497
---------- ---------- ---------- ---------- ---------- ---------- ----------
Income from continuing
operations before income
taxes................... 621,139 519,257 672,283 575,347 460,465 391,818 323,667
Adjustment to earnings:
Minority interest....... 8,031 0 0 0 0 0 0
Income from affiliates
less than (in excess of)
dividends received.... 12,865 8,236 (46,569) (43,224) 0 0 0
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings as adjusted...... 642,035 527,493 625,714 532,123 460,465 391,818 323,667
---------- ---------- ---------- ---------- ---------- ---------- ----------
Fixed Charges:
Interest expense, net... 43,512 43,510 55,898 64,092 63,080 51,378 34,325
Interest portion of
rent expense(1)....... 2,636 1,761 3,528 3,093 2,529 2,575 2,894
Fixed charges associated
with discontinued
operations............ 0 0 0 0 0 928 1,451
Capitalized interest.... 23,586 12,305 16,846 25,799 18,762 21,888 24,609
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges....... 69,734 57,576 76,272 92,984 84,371 76,769 63,279
---------- ---------- ---------- ---------- ---------- ---------- ----------
Fixed charges not
affecting earnings:
Capitalized interest.... (23,586) (12,305) (16,846) (25,799) (18,762) (21,888) (24,609)
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings before fixed
charges................. $ 688,183 $ 572,764 $ 685,140 $ 599,308 $ 526,074 $ 446,699 $ 362,337
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
Ratio of earnings to fixed
charges................. 9.9x 9.9x 9.0x 6.4x 6.2x 5.8x 5.7x
---------- ---------- ---------- ---------- ---------- ---------- ----------
---------- ---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
- --------
(1) Represents one-third of rent expense, which management believes to be
representative of the interest portion of rent expense.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 19, 1998, which appears on page 30 of the 1997 Annual Report to
Shareholders of Carnival Corporation, which is incorporated by reference in
Carnival Corporation's Annual Report on Form 10-K for the year ended November
30, 1997. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
PricewaterhouseCoopers LLP
Miami, Florida
December 15, 1998
