February 8, 1999
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Filing Desk
Re: Carnival Corporation
Preliminary Proxy Statement
File No. 1-9610
Ladies and Gentlemen:
Enclosed for electronic filing on behalf of Carnival Corporation (the
"Company") pursuant to Rule 14a-6(a) promulgated pursuant to the Securities
Exchange Act of 1934 is the Company's preliminary proxy statement and form of
proxy card. The general mailing of the Company's proxy materials will occur
on approximately March 2, 1999. Pursuant to Rule 14a-6(i), no fee is
required to be paid in connection with the filing of the proxy solicitation
materials.
Sincerely,
CARNIVAL CORPORATION
/s/ DOREEN S. FURNARI
Doreen S. Furnari
Assistant General Counsel
Enclosure
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
CARNIVAL CORPORATION
(Name of Registrant as Specified In Its Charter)
________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
__________________________________________________________________
2) Aggregate number of securities to which transaction applies:
__________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (set forth the amount on which
the filing fee is calculated and state how it was determined):
__________________________________________________________________
4) Proposed maximum aggregate value of transaction:
__________________________________________________________________
5) Total fee paid:
__________________________________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_________________________________________________________________
3) Filing Party:
_________________________________________________________________
4) Date Filed:
_________________________________________________________________
[LOGO]
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
____________________
Notice of Annual Meeting of Shareholders
To Be Held April 19, 1999
__________________
To the Shareholders of CARNIVAL CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of
Carnival Corporation (the "Company") will be held at Doral Golf Resort and
Spa, 4400 N.W. 87th Avenue, Miami, Florida at 11:00 A.M. on April 19, 1999.
Shareholders who desire to attend the Annual Meeting should mark the
appropriate box on the enclosed proxy card. Persons who do not indicate
attendance at the Annual Meeting on the proxy card will be required to
present acceptable proof of stock ownership for admission to the meeting.
The Annual Meeting will be held for the following purposes:
1. To approve an amendment to the Company's Second Amended and Restated
Articles of Incorporation to increase the maximum size of the Board of
Directors to 17 members.
2. To elect 16 directors to serve until the next annual meeting and
until their successors have been duly elected and qualified;
3. To ratify the selection of PricewaterhouseCoopers LLP as
independent certified public accountants for the Company for the
fiscal year ending November 30, 1999; and
4. To transact such other business as may properly come before the
meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on February 22,
1999, as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting or any adjournment thereof.
All shareholders are cordially invited to attend the meeting in person.
Whether or not you expect to attend in person, it is requested that you
promptly fill in, sign and return the enclosed proxy card.
By Order of the Board of Directors
/s/ Arnaldo Perez
ARNALDO PEREZ
General Counsel and Secretary
March 2, 1999
[LOGO]
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
_______________
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held April 19, 1999
_______________
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Carnival Corporation (the "Company")
from holders of the Company's Common Stock, par value $.01 per share (the
"Common Stock"), for use at the Annual Meeting of Shareholders to be held on
April 19, 1999, and any adjournment thereof, for the purposes set forth in
the accompanying Notice of Meeting and described in detail herein. The first
mailing of the proxy material to the holders of Common Stock is expected to
be made on March 2, 1999.
All properly executed proxies will be voted in accordance with the
instructions contained thereon, and if no choice is specified, the proxies
will be voted for the election of the 16 directors named elsewhere in this
Proxy Statement and in favor of each other proposal set forth in the Notice
of Annual Meeting. Abstentions and "non-votes" are counted as present in
determining the existence of a quorum. Abstentions and "non-votes" will not
have the effect of votes in opposition to a director or "no" votes on
Proposals 1 or 3. A "non-vote" occurs when a nominee holding shares for a
beneficial owner votes on one proposal, but does not vote on another proposal
because the nominee does not have discretionary voting power and has not
received instructions from the beneficial owner.
Any proxy may be revoked by a shareholder at any time before it is
exercised by giving written notice to that effect to the Secretary of the
Company or by signing a later-dated proxy. Shareholders who attend the
Annual Meeting may revoke any proxy previously granted and vote in person.
The Board of Directors has fixed February 22, 1998 as the record date
for determining the shareholders who are entitled to notice of and to vote at
the Annual Meeting. At the close of business on January 12, 1999, the
Company had outstanding 612,800,984 shares of Common Stock. Holders of such
shares are entitled to vote at the Annual Meeting in the manner described in
the next section.
On April 13, 1998, the Board of Directors of the Company approved a two-
for-one split of the Common Stock effective June 12, 1998. All share data
presented herein has been retroactively restated to give effect to this stock
split.
VOTING
On all matters to come before the Annual Meeting, holders of Common
Stock are entitled to one vote for each share held. Ted Arison, the founder
of the Company, Micky Arison, the Chairman of the Company, certain other
members of the Arison family and trusts for the benefit of Ted Arison's
children (collectively, the "Principal Shareholders"), beneficially own
shares representing approximately 45% of the voting power of the Common Stock
and have informed the Company that they intend to cause all such shares to be
voted in favor of the 16 nominees named elsewhere in this Proxy Statement and
in favor of Proposals 1 and 3 listed in the accompanying Notice of Meeting.
See "Certain Beneficial Owners" below.
Certain Beneficial Owners
Set forth below is information concerning the share ownership of all
persons known by the Company to be the beneficial owners of 5% or more of the
612,800,984 shares of Common Stock outstanding as of January 12, 1999, each
executive officer of the Company named in the Summary Compensation Table
which appears elsewhere in this Proxy Statement, each director of the Company
and all directors and executive officers as a group. See footnote (2) below
for a description of the group comprised of members of the Arison family and
other persons and entities affiliated with them.
Amount and
Name and Address of Beneficial Nature of Percent of
Owners or Identity of Group(1) Beneficial Ownership Common Stock
Micky Arison 118,014,160(2)(3) 19.2%
Ted Arison 115,039,200(2)(4) 18.8%
Marcaz Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367
Marilyn Arison 3,653,168(2) *
Marcaz Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367
MA 1994 B Shares, L.P. 108,114,284(2)(5) 17.6%
1201 North Market Street
Wilmington, Delaware 19899
MA 1994 B Shares, Inc. 108,114,284(2)(5) 17.6%
1201 North Market Street
Wilmington, Delaware 19899
JMD Delaware, Inc. 108,114,284(2)(5) 17.6%
as Trustee for the Micky Arison
1994 "B" Trust
1201 North Market Street
Wilmington, Delaware 19899
MA 1997 Holdings, L.P. 4,562,708(2)(6) *
1201 North Market Street
Wilmington, Delaware 19899
MA 1997 Holdings, Inc. 4,562,708(2)(6) *
1201 North Market Street
Wilmington, Delaware 19899
JMD Delaware, Inc. 4,562,708(2)(6) *
as Trustee for the Micky Arison
1997 Holdings Trust
1201 North Market Street
Wilmington, Delaware 19899
A.H.W. Limited 7,102,708(2) 1.2%
as Trustee for the Shari Arison
Irrevocable Guernsey Trust
c/o Baring Brothers (Guernsey) Limited
P.O. Box 71
Arnold House, St. Julian's Avenue
St. Peter Port
Guernsey Channel Islands GYI-3DA
Cititrust (Jersey) Limited, 30,085,716(2)(7) 4.9%
as Trustee for the Ted Arison 1994
Irrevocable Trust For Shari No. 1
P.O. Box 728, 38 Esplanade, St. Helier
Jersey, Channel Islands JE4-8ZT
Kentish Limited 30,085,716(2)(7) 4.9%
c/o Baring Brothers (Guernsey) Limited
Arnold House St. Julian's Avenue,
St. Peter Port
Guernsey Channel Islands GYI-3DA
TAF Management Company 1,959,010(2) *
as Trustee for the Continued Trust
for Micky Arison
1201 N. Market Street
Wilmington, Delaware 19899
TAF Management Company 4,759,010(2) *
as Trustee for the Continued Trust
for Shari Arison Dorsman
1201 N. Market Street
Wilmington, Delaware 19899
TAF Management Company 4,759,010(2) *
as Trustee for the Continued Trust
for Michael Arison
1201 N. Market Street
Wilmington, Delaware 19899
TAF Management Company 3,400,000(2)(8) *
as Trustee for the Marilyn B.
Arison Irrevocable Delaware Trust
1201 N. Market Street
Wilmington, Delaware 19899
MBA I, L.L.C. 3,400,000(2)(8) *
1201 N. Market Street
Wilmington, Delaware 19899
TAMMS Investment Company 3,653,168(2) *
Limited Partnership
1201 N. Market Street
Wilmington, Delaware 19899
TAMMS Management Corporation 3,653,168(2) *
1201 N. Market Street
Wilmington, Delaware 19899
Andrew H. Weinstein 52,065,454(2)(9) 8.5%
c/o Holland & Knight
701 Brickell Avenue
30th Floor
Miami, Florida 33131
Robert H. Dickinson 300,319(10) *
Howard S. Frank 631,495(11) *
A. Kirk Lanterman 218,554(12) *
Holland America Line
300 Elliott Avenue West
Seattle, Washington 98119
Meshulam Zonis 538,198(13) *
Shari Arison 6,000,000(14) *
Israel Arison Foundation
Marcaz Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367
Maks L. Birnbach 42,200(15) *
c/o Fullcut Manufacturers, Inc.
555 Fifth Avenue
New York, New York 10017
Atle Brynestad -- --
CG Holding AS
Smalvolleien 65
N-0667 Oslo Norway
Ambassador Richard G. Capen, Jr. 20,802(16) *
6077 San Elijo
Rancho Santa Fe, California 92067
David Crossland 1,000,000 *
c/o Airtours plc
Parkway Three
Parkway Business Centre
300 Princess Road
Manchester M14 7QU
England
James M. Dubin 112,677,992(5)(6) 18.4%
c/o Paul, Weiss, Rifkind, Wharton
& Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Modesto A. Maidique -- --
Florida International University
Office of the President
University Park Campus
Miami, Florida 33199
William S. Ruben 21,400(17) *
40 E. 94th Street
Apt. 22D
New York, New York 10128
Stuart Subotnick 60,000(18) *
c/o Metromedia Company
215 East 67th Street
New York, New York 10021
Sherwood M. Weiser 12,000(19) *
c/o The Continental Companies
3250 Mary Street
Coconut Grove, Florida 33131
Uzi Zucker 60,000(20) *
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
All directors and executive officers
as a group (20 persons) 127,182,631(21) 20.7%
___________________
* Less than one percent.
(1) The address of each person named, unless otherwise noted, is 3655 N.W.
87 Avenue, Miami, Florida 33178-2428.
(2) Ted Arison, Micky Arison, Shari Arison and the other Arison family
entities named that own shares of Common Stock have filed a joint
statement on Schedule 13D with respect to the shares of Common Stock
held by such persons. TAMMS Investment Company, Limited Partnership
("TAMMS") owns 3,653,168 shares of Common Stock. TAMMS' general partner
is TAMMS Management Corporation ("TAMMS Corp."), which is wholly owned
by Marilyn Arison, Ted Arison's wife. TAMMS' limited partners are
various trusts established for the benefit of certain members of Ted
Arison's family, including Shari Arison and Marilyn Arison (the "Family
Trusts"). By virtue of the limited partnership agreement of TAMMS,
TAMMS Corp. may also be deemed to beneficially own such 3,653,168 shares
of Common Stock. By virtue of their interests in TAMMS, TAF Management
Company and A.H.W. Limited, as trustees of certain of the Family Trusts,
may be deemed to beneficially own the portion of the 3,653,168 shares of
Common Stock held by TAMMS which corresponds to their respective
partnership interest in TAMMS. Such amounts are included in the number
of shares set forth next to their names in the table above. Because
Marilyn Arison beneficially owns all of the capital stock of TAMMS
Corp., she may be deemed to beneficially own all of the 3,653,168 shares
of Common Stock owned by TAMMS; however, she disclaims beneficial
ownership of 2,620,728 of such shares of Common Stock (those owned by
partners of TAMMS other than TAMMS Corp. and MBA I, L.L.C. ("MBA I")).
Because of his wife's controlling interest in TAMMS (through TAMMS
Corp.), Ted Arison may be deemed to beneficially own all of the
3,653,168 shares of Common Stock owned by TAMMS; however, Ted Arison
disclaims beneficial ownership of such shares. Because of his position
as President of TAMMS Corp., Micky Arison may be deemed to beneficially
own the 3,653,168 shares of Common Stock owned by TAMMS; however, Micky
Arison disclaims beneficial ownership of all of such shares which are
beneficially owned by the other limited partners of TAMMS or by TAMMS
Corp.
(3) Includes (i) 1,624,000 shares of Common Stock issuable to Micky Arison
upon his exercise of stock options granted to him in May 1995 and
January 1998 (ii) 3,653,168 shares of Common Stock held by TAMMS (see
Note 2 above), (iii) 4,562,708 shares of Common Stock held by the MA
1997 Holdings, L.P., and (iv) 108,114,284 shares of Common Stock held by
the MA 1994 B Shares, L.P., all of which may be deemed to be
beneficially owned by Micky Arison. However, Micky Arison disclaims
beneficial ownership of all such shares owned by TAMMS.
(4) Includes 3,653,168 shares of Common Stock held by TAMMS (see Note 2
above) all of which may be deemed to be beneficially owned by Ted
Arison. However, Ted Arison disclaims beneficial ownership of all such
shares.
(5) MA 1994 B Shares, L.P. ("MA 1994, L.P.") owns 108,114,284 shares of
Common Stock. The general partner of MA 1994, L.P. is MA 1994 B Shares,
Inc. ("MA 1994, Inc."), which is wholly owned by the Micky Arison 1994
"B" Trust, a trust established for the benefit of Micky Arison and his
heirs (the "B Trust"). The sole limited partner of MA 1994, L.P. is the
B Trust. By virtue of the limited partnership agreement of MA 1994,
L.P., MA 1994, Inc. may be deemed to beneficially own all of such
108,114,284 shares of Common Stock. By virtue of the B Trust's interest
in MA 1994, L.P., the B Trust may be deemed to beneficially own all of
such 108,114,284 shares of Common Stock. Under the terms of the
instrument governing the B Trust, Micky Arison has the sole right to
vote and direct the sale of the Common Stock indirectly held by the B
Trust, subject during Ted Arison's lifetime to the consent of the
trustee of the B Trust. The trustee of the B Trust is JMD Delaware,
Inc., a corporation wholly owned by James M. Dubin. Each of JMD
Delaware, Inc. and Mr. Dubin may be deemed to beneficially own the
Common Stock indirectly held by the B Trust. Each of JMD Delaware, Inc.
and Mr. Dubin disclaims beneficial ownership of all of such shares which
are beneficially owned by the B Trust.
(6) MA 1997 Holdings, L.P. ("MA 1997, L.P.") owns 4,562,708 shares of Common
Stock. The general partner of MA 1997, L.P. is MA 1997 Holdings, Inc.
("MA 1997, Inc."), which is wholly owned by the Micky Arison 1997
Holdings Trust, a trust established for the benefit of Micky Arison and
his heirs (the "MA 1997 Trust"). The sole limited partner of MA 1997,
L.P. is the MA 1997 Trust. By virtue of the limited partnership
agreement of MA 1997, L.P., MA 1997, Inc. may be deemed to beneficially
own all of such 4,562,708 shares of Common Stock. By virtue of the MA
1997 Trust's interest in MA 1997, L.P., the MA 1997 Trust may be deemed
to beneficially own all of such 4,562,708 shares of Common Stock. Under
the terms of the instrument governing the MA 1997 Trust, Micky Arison
has the sole right to vote the Common Stock indirectly held by the MA
1997 Trust. The trustee of the MA 1997 Trust is JMD Delaware, Inc., a
corporation wholly owned by James M. Dubin. Each of JMD Delaware, Inc.
and Mr. Dubin may be deemed to beneficially own the Common Stock
indirectly held by the MA 1997 Trust. Each of JMD Delaware, Inc. and
Mr. Dubin disclaims beneficial ownership of all of such shares which are
beneficially owned by the MA 1997 Trust.
(7) Kentish Limited, an Isle of Man corporation, is the protector of the Ted
Arison 1994 Irrevocable Trust for Shari No. 1 and has certain voting and
dispositive rights with respect to the Common Stock held by such trust.
(8) MBA I owns 3,400,000 shares of Common Stock and a limited partnership
interest in TAMMS (See Note 2 above). MBA I may be deemed to own
1,000,000 shares of Common Stock held by TAMMS which corresponds to its
respective partnership interest in TAMMS. The Marilyn B. Arison
Irrevocable Delaware Trust (the "Irrevocable Trust") owns a controlling
interest in MBA I; therefore, the Irrevocable Trust may be deemed to
beneficially own all of such 3,400,000 shares of Common Stock.
(9) By virtue of being the sole shareholder of TAF Management Company,
A.H.W. Limited and Kentish Limited, Andrew H. Weinstein may be deemed to
own the aggregate of 52,065,454 shares of Common Stock beneficially
owned by such entities, as to which he disclaims beneficial ownership.
(10) Includes 16,000 shares of Common Stock issuable to Mr. Dickinson upon
exercise of stock options granted to him in August 1997.
(11) Includes 460,000 shares of Common Stock issuable to Mr. Frank upon his
exercise of options granted to him in May 1995 and January 1998.
Includes 9,600 shares of Common Stock owned by Mr. Frank's wife as to
which he disclaims beneficial ownership.
(12) Includes 8,000 shares of Common Stock held by the Helen K. Lanterman
Trust (Mr. Lanterman is trustee).
(13) Includes 8,000 shares of Common Stock issuable to Mr. Zonis upon his
exercise of options granted to him in January 1998.
(14) Under the terms governing the Shari Arison Irrevocable Guernsey Trust,
Shari Arison has the sole right to vote and direct the sale of the
Common Stock held directly by such trust.
(15) Includes 8,000 shares of Common Stock owned by Trust Under Will of
Norman Salit (Mr. Birnbach is trustee), and 2,000 shares of Common Stock
owned by Fullcut Manufacturers Inc. Employee Pension Fund (Mr. Birnbach
is the trustee of such fund), as to which he disclaims beneficial
ownership. Also includes 20,000 shares of Common Stock issuable to Mr.
Birnbach upon his exercise of stock options granted to him in July 1995.
(16) Includes 20,000 shares of Common Stock issuable to Ambassador Capen upon
his exercise of stock options granted to him in April 1994. Also
includes 802 shares of Common Stock owned by Ambassador Capen's wife as
to which he disclaims beneficial ownership.
(17) Includes 14,000 shares of Common Stock issuable to Mr. Ruben upon his
exercise of stock options granted to him in July 1997.
(18) Includes 20,000 shares of Common Stock issuable to Mr. Subotnick upon
his exercise of stock options granted to him in July 1997.
(19) Includes 4,000 shares of Common Stock owned by Mr. Weiser's wife as to
which he disclaims beneficial ownership.
(20) Includes 20,000 shares of Common Stock issuable to Mr. Zucker upon his
exercise of stock options granted to him in July 1997.
(21) Includes an aggregate of 2,289,200 shares of Common Stock issuable to
directors and executive officers upon their exercise of previously
granted options.
SOLICITATION OF PROXIES
The cost of soliciting proxies will be paid by the Company. The Company
will make arrangements with brokerage firms, custodians and other fiduciaries
to send proxy materials to their principals, and the Company will reimburse
them for their mailing and related expenses.
AMENDMENT TO THE COMPANY'S SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION
The Board of Directors has approved, subject to the approval of the
shareholders of the Company, an amendment to Article 7 of the Company's
Second Amended and Restated Articles of Incorporation to increase the maximum
size of the Board of Directors from 15 to 17 members. At the Annual Meeting,
the shareholders will be asked to approve this amendment.
The Board believes that it is in the best interests of the Company and
its shareholders to approve this amendment to increase the maximum size of
the Board of Directors to 17 members. Because the current size of the Board
of Directors is 15, the Board cannot add new members without the simultaneous
retirement of an existing member. This has limited the ability of the Board
to add new members whose talents and skills would be beneficial to the
Company and its stockholders. Increasing the Board's size will increase the
Board's operating flexibility. The Board believes that a Board size of 17
(as compared to 15) will have no impact of the Company's management. Subject
to approval of the proposed amendment, the Board has increased its current
size to 16 and has nominated Atle Brynestad to fill the new vacancy. No
other additions to the Board are currently planned.
Approval of the foregoing amendment requires the approval of the
majority of the votes cast at the Annual Meeting.
The Board of Directors unanimously recommends a vote FOR the adoption of
the amendment to the Second Amended and Restated Articles of Incorporation to
increase the maximum size of the Board from 15 to 17 members.
ELECTION OF DIRECTORS
At the Annual Meeting, 16 directors are to be elected to serve until the
next annual meeting and until their successors are elected and have
qualified. It is the intention of the persons named in the proxy hereby
solicited to vote for the election of the 16 nominees named below, unless
otherwise specified in the proxy. Other than Atle Brynestad, each nominee
currently serves as a director of the Company. Should any of these nominees
become unable to accept nomination or election (which is not anticipated), it
is the intention of the persons designated as proxies to vote for the
election of the remaining nominees and for such substitute nominees as the
Board of Directors may designate.
Set forth below are the names of the nominees for the 16 director
positions to be elected by the holders of Common Stock. With respect to each
nominee, the information presented includes such person's age, the month and
year in which such person first became a director, any other position held
with the Company, such person's principal occupations during the past five
years and any directorships held by such nominee in public or certain other
companies. Information about each nominee's ownership of equity securities
of the Company appears elsewhere in this Proxy Statement.
The election of each of the nominees to the Board of Directors requires
the approval of the majority of the votes cast at the Annual Meeting and
entitled to vote thereon.
The Board of Directors unanimously recommends a vote FOR the election of
each of the nominees named below.
NOMINEES TO BE ELECTED BY THE
HOLDERS OF COMMON STOCK
Micky Arison, age 49, has been Chairman of the Board of Directors since
October 5, 1990 and a director since June 1987. He has been Chief Executive
Officer of the Company since 1979. Micky Arison is Chairman of the Executive
Committee and a member of the Compensation Committee of the Board of
Directors. He is Ted Arison's son. See "EXECUTIVE COMPENSATION --
Compensation Committee Interlocks and Insider Participation" for more
information.
Shari Arison, age 41, was a director from June 1987 until July 1993.
Ms. Arison was reappointed to the Board of Directors in June 1995. Ms.
Arison is a member of the Board of Directors of Bank Hapoalim, the largest
bank in Israel, and President and member of the Board of Trustees of the
Arison Foundation, Inc. She is also the Chairman of the Board and part owner
of Shargad Orchanim Ltd., which together with its affiliates, owns and
manages highway service centers in Israel. She is Ted Arison's daughter.
Maks L. Birnbach, age 78, has been a director since July 1990. Mr.
Birnbach has been the owner and Chairman of the Board of Fullcut
Manufacturers Inc., a New York wholesale importer and exporter of diamonds,
for over 40 years. Mr. Birnbach is also a director of the Diamond
Manufacturers and Importers Association located in New York. He is the Vice
Chairman of the American Committee of the Weizmann Institute for Science and
a governor of its Research Institute in Rechovot, Israel. Mr. Birnbach is a
member of the Executive Committee of the Board of Directors.
Atle Brynestad, age 45, has not previously served as a director of the
Company. Mr. Brynestad is the owner and Chairman of CG Holdings AS, a
Norwegian company which owns various Scandinavian companies within the real
estate and retail industries and a portfolio of publicly traded securities.
He also owns approximately 17% of Cunard Line Limited ("Cunard"), a
subsidiary of the Company. He currently serves as Chairman of the Board of
Cunard. He was the founder and Chief Executive Officer of Seabourn Cruise
Line. See "TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE COMPANY --
Transactions with Atle Brynestad".
Ambassador Richard G. Capen, Jr., age 64, has been a director since
April 1994. He is currently a corporate director, author and business
consultant. From 1992 to 1993, Ambassador Capen served as United States
Ambassador to Spain. From 1989 to 1991, Ambassador Capen served as Vice
Chairman of Knight-Ridder, Inc. Ambassador Capen was the Chairman and
Publisher of the Miami Herald from 1983 to 1989. Ambassador Capen is a
member of the Board of Directors of the Economy Fund and Smallcap Fund of The
Capital Group. Ambassador Capen is a member of the Audit Committee of the
Board of Directors.
David Crossland, age 52, was appointed to the Board of Directors in
April, 1996. Since 1972, Mr. Crossland has been the Chairman and a director
of Airtours plc, an integrated leisure travel group ("Airtours").
Robert H. Dickinson, age 56, has been a director since June 1987. Mr.
Dickinson was Senior Vice President - Sales and Marketing of the Carnival
Cruise Lines division of the Company ("CCL") from 1979 through May 1993.
Since May 1993, Mr. Dickinson has served as President and Chief Operating
Officer of CCL.
James M. Dubin, age 52, was appointed to the Board of Directors in July
1995. Mr. Dubin is a Senior Partner with the law firm of Paul, Weiss,
Rifkind, Wharton & Garrison. Mr. Dubin is also a member of the Board of
Directors of Conair Corporation, an international designer, manufacturer and
marketer of branded consumer products.
Howard S. Frank, age 57, has been Vice Chairman of the Company since
October 1993 and a director since April 1992. He was appointed Chief
Operating Officer in January 1998. From July 1989 to January 1998, he was
Chief Financial Officer and Chief Accounting Officer of the Company. From
July 1975 through June 1989, he was a partner with Price Waterhouse. Mr.
Frank is a member of the Executive Committee of the Board of Directors.
A. Kirk Lanterman, age 67, is a Certified Public Accountant and has been
a director since April 1992. He has been Chairman of the Board of Holland
America Line-Westours Inc. ("HALW") since March 1997 and Chief Executive
Officer of HALW since January 1989. From 1983 to March 1997 he was President
of HALW and from 1983 to December 1989 he was Chief Operating Officer of
HALW.
Modesto A. Maidique, age 58, has been a director since April 1994. He
has been President of Florida International University ("FIU") since 1986.
Prior to assuming the presidency of FIU, Dr. Maidique taught at the
Massachusetts Institute of Technology, Harvard University and Stanford
University. Dr. Maidique has also served as Vice President and General
Manager of the Semiconductor Division of Analog Devices, Inc. which he co-
founded in 1969, as President and Chief Executive Officer of Collaborative
Research, Inc., a genetics engineering firm, and as General Partner of
Hambrecht & Quist, a venture capital firm. Dr. Maidique is a director of
National Semiconductor, Inc. Dr. Maidique is a member of the Compensation
Committee and the Plan Administration Committee of the Board of Directors.
William S. Ruben, age 71, has been a director since July 1987. Since
April 1989, Mr. Ruben has been the President and sole shareholder of William
Ruben, Inc., a consulting firm based in New York. Mr. Ruben is a director of
Sales Service America, Inc., a public corporation headquartered in
Alexandria, Virginia. Mr. Ruben is a member of the Audit Committee of the
Board of Directors.
Stuart Subotnick, age 57, has been a director since July 1987. Mr.
Subotnick has been a general partner and the Executive Vice President of
Metromedia Company since July 1986. He was a director of Metromedia Inc., a
predecessor company, from 1982 and its Executive Vice President from 1986.
Prior to 1986, Mr. Subotnick was Senior Vice President - Finance of
Metromedia Inc. from October 1983 and a member of the Office of the President
from 1982. He is a director of Metromedia International Group, Inc. and Big
City Radio Inc. Mr. Subotnick is Chairman of the Audit Committee of the
Board of Directors.
Sherwood M. Weiser, age 68, has been a director since July 1987. Mr.
Weiser has been, since its formation in 1998, Chairman of the Board and Chief
Executive Officer of CRC Holdings, Inc. (d/b/a Carnival Resorts and Casinos).
See "EXECUTIVE COMPENSATION -- Compensation Committee Interlocks and Insider
Participation" for more information regarding Carnival Resorts and Casinos.
From 1994 to 1998, Mr. Weiser served as Chairman and Chief Executive Officer
of CHC International, Inc., an independent hotel and casino development and
management company. Mr. Weiser is a member of the Board of Directors of
Mellon United National Bank, Winsloew Furniture, Inc. and Wyndham
International, Inc. (formerly Patriot American Hospitality Operating Co.) and
a trustee of the University of Miami. Mr. Weiser is a member of the
Nominating Committee and Chairman of the Compensation Committee and Plan
Administration Committee of the Board of Directors.
Meshulam Zonis, age 65, has been a director since June 1987. Mr. Zonis
has been Senior Vice President - Operations of CCL since 1979.
Uzi Zucker, age 63, has been a director since July 1987. Mr. Zucker
joined Bear, Stearns & Co. in 1967 and was a Limited Partner until 1982 and
has been a General Partner thereafter. Mr. Zucker has been a Senior Managing
Director of Bear, Stearns & Co. Inc. ("Bear Stearns") since 1985. He is a
director of Conair Corporation, Jerusalem Economic Corporation Ltd., Alliance
Tire Company Ltd. and Industrial Buildings Corporation Ltd. Mr. Zucker is
Chairman of the Nominating Committee of the Board of Directors and a member
of the Compensation Committee and Plan Administration Committee of the Board
of Directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during and with respect to its most recent fiscal year and upon
written representations from persons known to the Company to be subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (a "reporting person") that no Form 5 is required to be filed for such
reporting person, all reporting persons filed on a timely basis reports
required by Section 16(a) of the Exchange Act during the fiscal year ended
November 30, 1998 with the exception of A. Kirk Lanterman who filed two late
reports.
Board and Committee Meetings
During the fiscal year ended November 30, 1998, the Board of Directors
held a total of four meetings. The Board of Directors has established
standing Executive, Audit, Nominating, Compensation and Plan Administration
Committees. During the fiscal year ended November 30, 1998, a quorum of
directors was present at each meeting of the Board and of the Committees.
During the fiscal year ended November 30, 1998, except for Stuart Subotnick,
no incumbent director was present in person or by proxy at fewer than 75% of
the aggregate of the total number of meetings of the Board and the total
number of meetings held by all Committees on which he or she served.
The Executive Committee was established for the purpose of acting in the
stead of the entire Board of Directors during the periods between regular
Board meetings. The Board has delegated to the Executive Committee the power
to act in lieu of and with the powers and privileges granted to the Board,
other than the power to declare dividends or issue shares of capital stock of
the Company. Twelve meetings of the Executive Committee were held during the
fiscal year ended November 30, 1998 and the Executive Committee acted on
seven occasions by written consent.
The Audit Committee was established for the purpose of inspecting the
work and written reports of the Company's internal audit department and
reviewing submissions from and making recommendations regarding the
independent certified public accountants for the Company. Four meetings of
the Audit Committee were held during the fiscal year ended November 30, 1998.
The Nominating Committee was established for the purpose of nominating
for election directors to be elected by the Company's shareholders. Although
the Nominating Committee will consider nominees recommended by shareholders,
the Nominating Committee does not have a specific procedure for the
consideration of nominees recommended by shareholders. One meeting of the
Nominating Committee was held during the fiscal year ended November 30, 1998.
The Compensation Committee was established for the purpose of making
recommendations to the Board of Directors regarding compensation for
independent directors and for senior management. One meeting of the
Compensation Committee was held during the fiscal year ended November 30,
1998.
The Plan Administration Committee was established to administer the 1992
Stock Option Plan, the 1993 Carnival Cruise Lines, Inc. Employee Stock
Purchase Plan, the 1993 Carnival Cruise Lines, Inc. Restricted Stock Plan,
the 1993 Outside Directors' Stock Option Plan and the 1994 Carnival Cruise
Lines Key Management Incentive Plan. One meeting of the Plan Administration
Committee was held during the fiscal year ended November 30, 1998 and the
Committee acted on six occasions by unanimous written consent.
EXECUTIVE COMPENSATION
General
The following table sets forth all compensation awarded to, earned by,
or paid to the Company's Chief Executive Officer and to each of the Company's
four most highly compensated executive officers other than the Chief
Executive Officer.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Awards
Annual Compensation
Number of All
Other
Securities Other
Annual Restricted
Underlying Compen-
Name and Compen- Stock
Options/ sation
Principal Position Year Salary($) Bonus($) sation($)(1) Awards($)(2)
SARs(#) ($)
<S> <C> <C> <C> <C> <C> <C>
<C>
Micky Arison 1998 501,000 1,500,000 104,900 2,745,000
120,000 --
Chairman, CEO 1997 501,000 1,100,000 93,000 1,595,625
120,000 --
and Director 1996 176,000 1,035,000 -- -- --
- --
Howard S. Frank 1998 408,000 1,300,000 -- 2,287,500
100,000 --
Vice Chairman, COO 1997 408,000 900,000 -- 1,329,688
100,000 --
and Director 1996 187,000 710,000 -- 108,060 --
- --
Robert H. Dickinson 1998 414,000 1,001,000(3) -- 1,442,500
80,000 --
President and COO 1997 413,000 814,000(3) -- 856,250
80,000 --
of CCL and Director 1996 189,000 656,000(3) -- 106,299(3) --
- --
A. Kirk Lanterman 1998 214,000 873,000(4) -- --
- -- 16,000(5)
Chairman and CEO of 1997 214,000 800,000(4) -- -- --
16,000(5)
HAL-Westours Inc. 1996 214,000 806,000(4) -- -- --
15,000(5)
and Director
Meshulam Zonis 1998 308,000 520,000(3) -- 123,863(3)
40,000 --
Sr. VP Operations 1997 308,000 430,000(3) -- 73,678(3)
40,000 --
of CCL and Director 1996 185,000 420,000(3) -- 36,449(3) --
- --
</TABLE>
____________________
(1) Represents the fair market value of personal use of corporate aircraft.
For the other named executive officers listed in the table, personal
benefits for each executive officer did not exceed $50,000 or 10% of
such executive officer's total annual salary and bonus for the fiscal
years ended November 30, 1998, 1997 and 1996, respectively.
(2) Represents the value, based on the closing market price of the Common
Stock on the New York Stock Exchange on the date of grant. As of
November 30, 1998, Messrs. Arison, Frank, Dickinson, Lanterman and Zonis
owned 118,330,160 shares, 112,412 shares, 313,676 shares, 237,551
shares, and 527,468 shares of restricted Common Stock, respectively. At
November 30, 1998, based on the closing price of the Common Stock on
such date, such restricted shares of Common Stock owned by Messrs.
Arison, Frank, Dickinson, Lanterman and Zonis had a value of
$4,082,390,520, $3,878,214, $10,821,822, $8,195,510, and $18,197,646,
respectively. The restricted shares of Common Stock held by such
executive officers have the same rights with respect to dividends and
other distributions as all other outstanding shares of Common Stock.
(3) Represents payments to Mr. Dickinson and Mr. Zonis pursuant to the 1994
Carnival Cruise Lines Key Management Incentive Plan (the "CCL Plan")
which allows key management employees of the Carnival Cruise Lines
division of the Company to participate in an incentive award pool. For
fiscal 1998 the incentive award pool was 1.94% of (i) the consolidated
net income of Carnival Cruise Lines division of the Company ("CCL Net
Income") for the fiscal year ended November 30, 1998, minus (ii)
$183,000,000. For fiscal 1996 and 1997, the incentive award pool was
1.75% of (i) the CCL Net Income for the fiscal years ended November 30,
1996 and November 30, 1997, respectively, minus (ii) $183,000,000.
Beginning in 1997, Mr. Dickinson's annual bonus payable pursuant to the
CCL Plan was paid entirely in cash. For all other participants,
including Mr. Zonis, a portion of the annual bonus payable pursuant to
the CCL Plan is payable in shares of Common Stock which vest one year
following the date of grant.
(4) Represents amounts payable to Mr. Lanterman pursuant to the Holland
America Line-Westours Inc. ("HALW") Key Management Incentive Plan (the
"HALW Plan") which allowed key management employees of HALW to
participate in an incentive award pool for fiscal 1998 of 3.4% of the
consolidated net income of HAL Antillen N.V. The participation
percentage for fiscal 1997 and 1996 was 3.7% of the consolidated net
income of HAL Antillen N.V. For fiscal 1998, 1997 and 1996, $2,200,000,
$1,802,000, and $1,500,000, respectively, have been deferred by Mr.
Lanterman pursuant to the terms of a Retirement and Consulting Agreement
(see "Retirement and Consulting Agreement" below).
(5) Represents amounts paid on behalf of Mr. Lanterman pursuant to the
Westours Profit Sharing Plan (the "Profit Sharing Plan") and the
Westours Employee Savings Plan (the "Savings Plan"). The amounts paid
or accrued to Mr. Lanterman under the Profit Sharing Plan in fiscal
1998, 1997 and 1996 were $12,800, $12,800 and $12,000, respectively.
The employer contributions made on behalf of Mr. Lanterman under the
Savings Plan for fiscal 1998, 1997 and 1996 were $3,333, $3,167 and
$3,167, respectively. The Profit Sharing Plan and the Savings Plan are
generally available to all employees of HALW.
Options
The following table sets forth all stock options granted to the
Company's Chief Executive Officer and to each of the Company's four most
highly compensated executive officers other than the Chief Executive Officer.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
Grant Date
Individual Grants Value
Number of Percent of
Securities Total Options
Underlying Granted to Exercise or Grant Date
Options Employees in Base Price Expiration Present Value
Name Granted(#) Fiscal Year ($/Sh)(3) Date ($)(4)
Micky Arison 120,000(2) 10.50% 26.40625 1/12/2008 841,680
Chairman,
CEO and
Director
Howard S. 100,000(2) 8.75% 26.40625 1/12/2008 701,400
Frank
Vice
Chairman, COO
and Director
Robert H.
Dickinson
President 80,000(2) 7.00% 37.9375 8/01/2008 819,680
and COO of
CCL and
Director
Meshulam Zonis 40,000(2) 3.50% 26.40625 1/12/2008 280,560
Sr. VP Oper.
of CCL and
Director
___________________
(1) No stock appreciate rights were granted to the executive officers in
fiscal 1998.
(2) The term for each option is ten years, unless expiration occurs earlier
due to termination of employment. Subject to accelerated vesting upon
the death or disability of the option holder, each option is exercisable
in amounts equal to twenty percent of the aggregate number of shares
underlying the option, on or after first through fifth anniversaries of
the grant date. Each option is exercisable in full with respect to the
aggregate number of shares on or after the fifth anniversary of the
grant date.
(3) Represents fair market value of Common Stock at date of grant.
(4) In accordance with Securities and Exchange Commission rules, the Black-
Scholes option pricing model was chosen to estimate the Grant Date
Present Value of the options set forth in this table at $7.014 per share
at January 12, 1998 and $10.246 per share at August 1, 1998. The
Company's use of this model should not be construed as an endorsement of
its accuracy at valuing options. All stock option models require a
prediction about the future movement of the stock price. The Grant Date
Present Values presented in the table were determined in part using the
following assumptions:
January 12, 1998 August 1, 1998
Expected volatility 20.50% 20.40%
Risk-free interest rate 5.25% 5.44%
Expected dividend yield 1.62% 1.62%
Expected option life 6 years 6 years
The real value of the options in this table depends upon the actual
performance of the Common Stock during the applicable period and upon when
they are exercised. The approach used in developing the assumptions upon
which the Black-Scholes valuation was done is consistent with the
requirements of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation".
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES(1)
<TABLE>
<CAPTION>
Number of Securities Underlying
Value of Unexercised
Unexercised Options at In-
the-Money Options at
Shares Acquired Value Fiscal Year End (#)
Fiscal Year End ($)(2)
Name on Exercise(#) Realized($) Exercisable Unexercisable
Exercisable Unexercisable
<S> <C> <C> <C> <C> <C>
<C>
Micky Arison, -- -- 1,600,000 520,000
37,750,000 10,450,000
Chairman
CEO and
Directo
Howard S. Frank 200,000 5,687,500 440,000 260,000
10,381,250 4,618,750
Vice Chairman,
COO and Director
Robert H.
Dickinson -- -- 16,000 144,000
218,500 74,000
President and
COO of CCL
and Director
Meshulam Zonis -- -- 0 40,000
0 337,500
Sr. VP Oper.
of CCL
and Director
</TABLE>
____________________
(1) No stock appreciation rights are held by any of the named executive
officers.
(2) The value of the unexercised options is based upon the difference
between the exercise price and the average of the high and low market
prices of the Common Stock on November 30, 1998 of $34.84375.
Deferred Compensation Agreements
The Company has entered into deferred compensation agreements with two
named executive officers, Robert H. Dickinson and Meshulam Zonis. The
agreements provide for the payment of an annual deferred compensation benefit
equal to 50% of each employee's annual compensation, payable for 15 years in
equal monthly installments after the employee retires. "Compensation" is
defined as the average of the employee's annual salary and bonuses, up to a
maximum of $400,000 earned during the last five years of employment (highest
paid five years of employment for the former executive officer) preceding the
employee's retirement or other separation from service. Employees may retire
and begin receiving an unreduced benefit anytime if they have reached age 65
and have 10 years of continuous service, as determined by the Company.
Assuming average final compensation calculated according to Messrs.
Dickinson's and Zonis' annual compensation over the last five years, the
estimated annual benefits payable to each of Messrs. Dickinson and Zonis
would be $200,000. An employee may retire with benefits prior to age 65 if
he is at least age 55, has completed at least 10 years of service, and the
Company consents to such retirement. In such event, if the employee elects
to have benefits commence prior to age 65, payments are reduced to the
present value, using a discount factor of 10% of the full benefit which would
have been payable at age 65. An employee may also be entitled to benefits
under certain other circumstances specified in the agreements.
If the employee dies before receiving the entire benefit payable to him,
the balance is paid to the employee's beneficiary or estate.
All amounts are forfeited if the employee engages in any conduct which
in the Company's opinion is contrary to the Company's best interests, if the
employee's employment is terminated for cause, if the employee engages in
competition with the Company, or if the employee fails to assist the Company
when asked.
Defined Benefit Plans
The following table sets forth estimated pension benefits payable at age
65 or upon completion of five years of plan participation, whichever occurs
later (the "Normal Retirement Date"), pursuant to two employee pension plans
(qualified and nonqualified) adopted by the Company effective January 1, 1989
(collectively, the "Pension Plan"). (The Pension Plan provides an early
retirement benefit at age 55 after completion of 15 years of service, subject
to a reduction of .5% for each month that distribution of benefits precedes
the participant's Normal Retirement Date.)
PENSION PLAN TABLE
Years of Service
Remuneration 15 20 25 30 35
$250,000 and above $54,600 $72,800 $91,000 $109,200 $109,200
A participant's benefits under the Pension Plan are calculated based on
an employee's length of service with the Company and the average of the
participant's five highest consecutive years of compensation (including base
pay, overtime, bonuses and commissions) out of the last ten years of service.
Subject to the benefit limitation policy discussed below, the eligible
compensation with respect to the individuals named in the Summary
Compensation Table would include substantially the same types and amounts of
annual compensation shown in the Summary Compensation Table.
The normal form of payment is a straight life annuity with benefits
ceasing at the later of the death of the participant or five years from the
date of first payment. If the employee is married, pension benefits are
presumptively payable on a reduced 50% joint and survivor annuity basis with
the employee's spouse as the contingent annuitant. Other forms of
distribution are available under the Pension Plan, including a lump sum
distribution.
The Company has adopted a benefit limitation policy for the Pension Plan
consistent with Section 415 of the Internal Revenue Code of 1986, as amended
(the "Code"). The annual compensation for the fiscal year ended November 30,
1998 covered by the Pension Plan for the individuals named in the Summary
Compensation Table, except for A. Kirk Lanterman who is not eligible for
participation in the Pension Plan, is limited to $250,000 (as may be indexed)
pursuant to Section 401(a)(17) of the Code.
Pension benefits paid under the Pension Plan will be credited toward
amounts payable under the Deferred Compensation Agreements described above.
The Pension Plan does not reduce benefits on account of Social Security (or
any other benefit), other than as reflected in the benefit formula which is
integrated with Social Security.
As of December 31, 1998, the years of credited service under the Pension
Plan for each of the executive officers named in the Summary Compensation
Table, except for A. Kirk Lanterman who is not eligible for participation in
the Pension Plan, will be as follows: Micky Arison, age 49, with 23 credited
years of service; Robert H. Dickinson, age 56, 23 years; Meshulam Zonis, age
65, 23 years; and Howard S. Frank, age 57, 9 years. In consideration of Mr.
Frank's forfeiture of retirement benefits from his prior employer, on April
17, 1995, the Compensation Committee approved an agreement with Mr. Frank
whereby the Company agreed to compensate Mr. Frank upon his retirement for
benefits he would have received under the Pension Plan if he had been
credited with an additional thirteen years of service in addition to the
actual years of credited service, reduced by the amounts payable to him under
the Pension Plan.
Effective January 1, 1998, the Company established a 401(k)/profit
sharing plan and a nonqualified savings/profit sharing plan. All accruals
under the qualified employee pension plan ceased effective December 31, 1997.
Effective January 1, 1998, participants in the nonqualified employee pension
plan chose either to remain in the nonqualified employee pension plan with
limited participation in the nonqualified savings plan or to freeze
participation in the nonqualified pension plan and fully participate in the
nonqualified savings/profit sharing plan.
Compensation of Directors
During fiscal 1998, each director who was not an employee of the Company
(other than David Crossland) received a retainer fee of $28,000 per annum,
$1,000 for each Board meeting attended and $1,000 for each committee meeting
attended. The Chairman of each committee receives an additional retainer of
$4,000 per annum and the members of each committee receive an additional
retainer of $2,000 per annum.
On July 10, 1993, the Board of Directors adopted the 1993 Outside
Directors' Stock Option Plan (the "Outside Director Plan") to provide
additional compensation to nonemployee directors. The Outside Director Plan
provides for the granting of options to purchase shares of Common Stock to
directors of the Company who are not employees or officers of the Company or
any of its subsidiaries.
Each nonemployee director elected or appointed to the Board of Directors
for the first time following the adoption of the Outside Director Plan is
granted an option to purchase 20,000 shares of Common Stock. Thereafter, for
each five-year period of consecutive service as a nonemployee director, each
nonemployee director receives an option to purchase an additional 20,000
shares of Common Stock. The exercise price of each option granted under the
Outside Director Plan may not be less than the average of the high and the
low sales price of a share of Common Stock on the New York Stock Exchange on
the date of grant.
Options granted under the Outside Director Plan are immediately
exercisable for a period of five years from the date of grant. The maximum
number of shares of Common Stock which may be made subject to options under
the Outside Director Plan is 800,000. The Outside Director Plan is effective
for a period of ten years from the date of adoption by the Board of
Directors.
No options were granted under the Outside Director Plan during fiscal
1998. Shari Arison, David Crossland and James M. Dubin do not receive
options under the Outside Director Plan.
Executive Long-Term Compensation Agreements
The Company has entered into Executive Long-Term Compensation Agreements
(the "Compensation Agreements") with Micky Arison, Chairman and Chief
Executive Officer, Howard S. Frank, Vice Chairman and Chief Operating
Officer, and Robert H. Dickinson, the President and Chief Operating Officer
of CCL (each an "Officer"). The Compensation Agreements provide that during
the term of such Officer's employment with the Company, the Company will
provide long term compensation (in addition to his annual compensation
consisting of a base salary and annual bonus, which in the case of Mr.
Dickinson is awarded under the 1994 Carnival Cruise Lines Key Management
Incentive Plan) in the form of annual grants to each Officer, contingent upon
satisfactory performance, as follows: Mr. Arison, 60,000 restricted shares
of Common Stock and 120,000 options to purchase Common Stock; Mr. Frank,
50,000 restricted shares of Common Stock and 100,000 options to purchase
Common Stock; and Mr. Dickinson, 40,000 restricted shares of Common Stock and
80,000 options to purchase Common Stock.
Retirement and Consulting Agreement
In 1998, the Company entered into a Retirement and Consulting Agreement
(the "Retirement Agreement") with A. Kirk Lanterman, the President and Chief
Executive Officer of the Company's wholly-owned subsidiary, Holland America
Line-Westours Inc. The Retirement Agreement replaced a prior agreement
between Mr. Lanterman and the Company entered into in 1997 and provides that
the Company will pay to Mr. Lanterman in monthly installments over a fifteen
year period an annual compensation for past services and consulting services
of $1,063,500 beginning upon his retirement from employment with the Company
or its subsidiaries. A major portion of these amounts represents bonuses
deferred by Mr. Lanterman as described in the Summary Compensation Table
above. Mr. Lanterman is required to provide up to five hours of consulting
services per month during the term of the Retirement Agreement. In the event
of Mr. Lanterman's death prior to the expiration of the Retirement Agreement,
the present value of the unpaid balance of the total compensation payable
under the Retirement Agreement must be paid to his estate within thirty days
of the date of his death.
Compensation Committee Interlocks and Insider Participation
During the Company's fiscal year ended November 30, 1998, Messrs.
Sherwood M. Weiser, Micky Arison, Uzi Zucker and Modesto A. Maidique served
as members of the Compensation Committee of the Board of Directors. Mr.
Arison is the Chairman of the Board of Directors and Chief Executive Officer
of the Company. Mr. Arison and Mr. Frank are directors of CRC Holdings, Inc.
As described below, Mr. Weiser is Chairman of the Board of Directors and
Chief Executive Officer of CRC Holdings, Inc.
Mr. Weiser
Sherwood M. Weiser is the Chairman of the Board, Chief Executive Officer
and President of CRC Holdings, Inc. ("CRC"). CRC is an independent hotel and
casino development and casino management company, which was formed in June
1998 as a spinoff of CHC International, Inc. ("CHC"), simultaneously with the
merger (the "Merger") of CHC into Wyndham International, Inc. ("Wyndham").
Mr. Weiser was the Chairman of the Board and Chief Executive Officer of CHC
as well as one of its principal stockholders. As of November 30, 1998, the
Company owned approximately 23% of the outstanding capital stock of CRC.
In March 1994, the Company and CHC entered into a trademark license
agreement providing for CHC's use of the "Carnival" trademark so that CHC may
do business as "Carnival Hotels & Casinos". Following the Merger that
agreement terminated and a new trademark license agreement was entered into
with CRC so that CRC may do business as "Carnival Resorts and Casinos". In
exchange, CRC pays the Company an annual royalty equal to the greater of
$100,000 or 1% of CRC's gross revenues, computed in accordance with the terms
of the new trademark license agreement. During fiscal 1998, CHC and CRC
collectively paid approximately $1.4 million in royalty payments. The new
trademark license agreement has a term of 1 year.
In connection with the Company's sale to Mr. Weiser of 429,624 shares of
CHC capital stock effective November 30, 1994, Mr. Weiser issued a promissory
note in favor of the Company in the original principal amount of $5,370,000
(the "Weiser Note"). In connection with the Merger, the Company renewed the
outstanding principal amount due under the Weiser Note and extended the
maturity date to June 30, 1999. The Weiser Note bears interest at the rate
of 6% per annum payable at maturity. Prior to the Merger, the Weiser Note
contained a put option which could have been exercised by Mr. Weiser at any
time to require the Company to repurchase the 429,624 shares of CHC capital
stock sold to Mr. Weiser in exchange for the full principal and interest due
under the Weiser Note. Simultaneously with the Merger, the put option was
modified to apply to all of the shares of CRC and Wyndham received by Mr.
Weiser in exchange for the 429,624 CHC shares. As of November 30, 1998, the
full principal amount of the Weiser Note remains outstanding.
On September 17, 1998, the Company extended a $2 million line of credit
to CRC. As security for the loan, CRC executed a promissory note in favor of
the Company bearing a variable interest rate based on the prime rate plus one
percentage point. Interest is payable monthly on the outstanding principal
balance beginning October 1, 1998, with any accrued and unpaid interest
payable with the final principal payment. Outstanding balances under the
note are due on June 30, 1999. As of January 12, 1999, CRC has borrowed $1.5
million under the line of credit.
On October 31, 1997, Crowne Plaza Holdings, Inc. a Florida corporation
and a 100% subsidiary of the Company ("CPH"), together with Mr. Weiser and
the other shareholders of CRC (the "Principals") entered into a transaction
to purchase the Crowne Plaza Hotel/Omni Mall Complex in Miami, Florida. The
Principals are the owners of CP Miami Holdings, L.L.C., a Florida limited
liability company which owns (i) a 17.49% limited partnership interest in CP
Miami Hospitality, L.P., the limited partnership established by the
Principals to purchase the Crowne Plaza Hotel/Omni Mall Complex and (ii) a
37.1% interest in CP Miami Retail L.P., a Delaware limited partnership which
has leased the Omni Mall Complex from CP Miami Hospitality L.P. CPH owns a
48% interest in CP Miami Holdings, L.L.C. Lehman Brothers Holdings, Inc.
("Lehman") extended an $8.5 million loan to CP Miami Hospitality, L.P. Mr.
Karim Alibhai (one of the Principals) individually guaranteed and indemnified
Lehman from certain liabilities under the loan to CP Miami Hospitality, L.P.
Pursuant to a letter agreement with Mr. Alibhai, Mr. Weiser agreed to
indemnify Mr. Alibhai for up to 19% of any funds paid by Mr. Alibhai to
Lehman arising from his guarantee relating to the Crowne Plaza Hotel (and 19%
of the expenses) and 50% of any payments made to Lehman relating to the Omni
Mall (and 50% of the expenses).
A Contribution and Indemnity Agreement was entered into by and among Mr.
Weiser, CPH and the other shareholders of CRC, wherein each party indemnified
Mr. Weiser severally and up to their respective percentage interests held in
the limited partnership, for Mr. Weiser's liability to Mr. Alibhai under the
letter agreement. Under the Contribution and Indemnity Agreement, CPH's
maximum liability to Mr. Weiser is approximately $1,170,000 exclusive of
costs and expenses.
The terms of the various transactions involving the Company, CRC and CHC
were the result of arms-length negotiations between the parties.
Mr. Arison
Mr. Arison was also the indirect shareholder of approximately 42% of Pan
Am Corporation ("Pan Am"), an airline which conducted charter services and
scheduled carrier services to Nassau, Puerto Rico and other locations in the
Caribbean from several U.S. cities and between various U.S. cities. During
fiscal 1998, the Company and its subsidiaries paid approximately $387,000 to
Pan Am for services associated with transporting a limited number of the
Company's cruise passengers. The Company believes that the fees charged by
Pan Am were comparable to those charged by other airlines for comparable
services.
On February 26, 1998 and March 13, 1998, Pan Am and various of its
affiliates and subsidiaries filed voluntary petitions under Chapter 11 of the
United States Bankruptcy Code with the United States Bankruptcy Court for the
Southern District of Florida. The Company was a general unsecured creditor
of the Pan Am debtors in the amount of approximately $1.6 million, such
amount representing accrued and unpaid licensing fees incurred by Carnival
Air Lines. Carnival Air Lines was merged into Pan Am in 1997.
On June 29, 1998, the Bankruptcy Court entered an order (the
"Confirmation Order") confirming an amended joint plan of reorganization of
the Pan Am debtors (the "Plan"). The Plan contained a settlement among the
Company, certain other creditors, the Pan Am debtors and all creditors of the
Pan Am debtors receiving distributions under the Plan. The settlement and
the Confirmation Order provided that each of the debtors, all creditors
receiving distributions under the Plan and the Committee of Unsecured
Creditors of the Debtors waived all claims against the Company, Mr. Arison
and Mr. Howard Frank, the Company's Vice Chairman (who was also a director of
Pan Am) and various other entities in exchange for consideration to be
received from entities other than the Company and the Company's agreement to
waive receipt of any distribution under the Plan on account of the Company's
unsecured claim.
Mr. Arison is also the Chairman and Chief Executive Officer and the
indirect sole shareholder of Florida Basketball Associates, Inc., the sole
general partner of the Miami Heat Limited Partnership ("MHLP"), the owner of
the Miami Heat, a professional basketball team. During December 1997, the
Company entered into a two year sponsorship agreement with MHLP pursuant to
which the Company agreed to pay an aggregate of approximately $617,000 and
provide goods and services valued at $37,500 in exchange for various
sponsorship, marketing and advertising services and the use of VIP floor
boxes.
Mr. Zucker
Mr. Zucker, a director of the Company, is a Senior Managing Director of
Bear, Stearns & Co. Inc. ("Bear Stearns"). Bear Stearns is one of the
investment banking firms serving as an agent of the Company in connection
with the Company's public debt and equity offerings. It is expected that
Bear Stearns may continue to provide investment banking and consulting
services to the Company when so requested by the Company.
REPORT OF COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Committees
The four-member Compensation Committee of the Company's Board of
Directors is responsible for annually recommending to the Board of Directors
the cash compensation payable to the Company's executive officers named in
the Summary Compensation Table. Compensation decisions by the Compensation
Committee are submitted to the Board of Directors for approval. The Plan
Administration Committee is responsible for the administration of the
Company's stock-based incentive plans. The Compensation Committee and the
Plan Administration Committee are collectively referred to in this Report as
the "Committees".
The Compensation Committee is comprised of Messrs. Sherwood M. Weiser,
Uzi Zucker, and Modesto A. Maidique, each of whom are outside directors of
the Company, and Micky Arison, the Chairman and Chief Executive Officer of
the Company. Micky Arison, Ted Arison (his father) and the other Principal
Shareholders control approximately 45% of the voting power of the Company.
Micky Arison's participation on the Compensation Committee provides the
largest shareholders of the Company the ability to directly oversee and
influence the compensation policies of the Company. The Plan Administration
Committee is comprised of Messrs. Weiser, Zucker and Maidique.
Compensation Structure
The key components of the compensation of the Company's Chief Executive
Officer and the other executive officers are base salary, annual bonus and
stock-based incentives. The objective of the Company is to create a
compensation package for executive officers that is competitive with
compensation payable by comparable high performing companies, as well as to
provide both short-term rewards and long-term incentives for positive
individual and corporate performance.
Based on his subjective determination, the Chief Executive Officer
recommends to the Compensation Committee and the Plan Administration
Committee the amount of total compensation payable to the Chief Executive
Officer and the other named officers for each fiscal year. The Committees
undertake a subjective review of such recommendations in light of the various
factors discussed below. Neither the Chief Executive Officer nor the
Committees assign relative values to any factors considered in the
compensation process or set predetermined performance targets for purposes of
the compensation decisions. The compensation recommendations of the Chief
Executive Officer have historically been approved by the Committees and the
Board of Directors. The various components of the Company's executive
compensation are discussed below.
Base Salaries
The base salaries of the Company's executive officers, including the
base salary of the Chief Executive Officer of the Company, are set at a level
the Company believes to be below the median of salaries paid to executives of
comparable high performing companies. The objective of the Company is to
emphasize the variable annual bonus as the most important cash compensation
feature of executive compensation as a reward for contributions made towards
achieving the Company's goals, including profitability.
Bonuses
The emphasis on the annual discretionary bonus for the Chief Executive
Officer and other corporate level executive officers allows the Company
greater flexibility in rewarding favorable individual and corporate
performance than possible under a salary-oriented structure. Although there
is no specific relationship between the bonus recommendations of the Chief
Executive Officer for corporate level executive officers and the performance
of the Company for the 1998 fiscal year, the Compensation Committee
considered generally in reviewing such recommendations the 25% increase in
the Company's earnings per share for fiscal 1998 and the shareholder return
reflected in the Performance Graph appearing elsewhere in this Proxy
Statement.
The cash bonus for Mr. Lanterman, who is employed by Holland America
Line-Westours Inc. ("HALW"), a subsidiary of the Company, is based on the
financial performance of HALW and is determined pursuant to the terms of the
HALW Key Management Incentive Plan. Annual bonuses to Robert Dickinson and
Meshulam Zonis are based on the financial performance of CCL and are
determined pursuant to the terms of the 1994 Carnival Cruise Lines Key
Management Incentive Plan (the "CCL Plan"). Robert Dickinson's 1998 annual
bonus payable pursuant to the CCL Plan was paid in cash. For all other
participants, a portion of the 1998 annual bonus payable pursuant to the CCL
Plan was paid in shares of the Company's Common Stock.
Stock-Based Incentives
The third component of the Company's executive compensation is comprised
of stock-based incentive plans. Whereas the cash bonus payments are intended
to reward positive short-term individual and corporate performance, grants
under the stock-based plans are intended to provide executives with longer
term incentives which appreciate in value with the continued favorable future
performance of the Company. Based on the individual performance of the
executive officers, the Chief Executive Officer recommends to the Plan
Administration Committee grants of stock options pursuant to the 1992 Stock
Option Plan and restricted stock pursuant to the 1993 Restricted Stock Plan.
Other Compensation
The Company has entered into various compensation-related agreements
with individual officers. See "EXECUTIVE COMPENSATION - Executive Long-Term
Compensation Agreements". Such agreements include stock compensation
agreements and deferred compensation arrangements. The Committees and the
Board will continue to consider such arrangements in the future in connection
with circumstances which warrant an individualized compensation arrangement.
In fiscal 1998, some of the Company's executive officers also
participated in the Company's nonqualified defined benefit pension plan and
all were eligible to participate in the Company's nonqualified 401(k)/profit
sharing plan.
The Compensation Committee
Sherwood M. Weiser, Chairman
Micky Arison
Modesto A. Maidique
Uzi Zucker
Performance Graph
The following graph compares the Price Performance of $100 if invested
in Common Stock with the Price Performance of $100 if invested in each of the
New York Stock Exchange Market Value Index and the Dow Jones Industry Group
REQ (other leisure services and products). The Performance Graph does not
contain comparisons with a cruise line industry index or other cruise lines
because the great majority of other companies engaged in the cruise business
are privately-held companies. The Price Performance, as used in the
Performance Graph, is calculated by assuming $100 is invested at the
beginning of the period in Common Stock at a price equal to the market value.
At the end of each fiscal year the total value of the investment is computed
by taking the number of shares owned, assuming the Company's dividends are
reinvested on an annual basis, times the market price of the shares at the
end of each fiscal year.
(Graph)
1993 1994 1995 1996 1997 1998
Carnival Corporation 100 91 111 137 236 304
Dow Jones Industry
Group/REQ 100 96 121 149 170 180
NYSE Market Index 100 102 130 162 205 239
TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE COMPANY
Transactions with Ted Arison. In 1992, the Company entered into a
consulting agreement with Arison Investments Ltd. ("AIL"), a corporation
affiliated with Ted Arison, the Company's founder (the "Consulting
Agreement") whereby AIL agreed to act as a consultant to the Company with
respect to the construction of cruise ships. The Consulting Agreement
expires on November 25, 1999. Under the Consulting Agreement, the Company
has agreed to pay AIL $500,000 per year and to reimburse it for all customary
and usual expenses. The Consulting Agreement also has a non-competition
clause under which AIL has agreed that during the term of the Consulting
Agreement it will not, and will cause its affiliate not to compete in any way
with the Company. In fiscal 1998, $500,000 in fees were paid to AIL under
the Consulting Agreement.
The Company also provides aircraft management services to Ted Arison.
During fiscal 1998, the Company received approximately $848,000 from Ted
Arison in reimbursement of the Company's costs of providing such services.
It is expected that the Company will continue to provide such aircraft
management services to Ted Arison in the future.
Under a registration rights agreement (the "Arison Registration Rights
Agreement"), the Company has granted certain registration rights to Ted
Arison with respect to the shares of Common Stock beneficially owned by Ted
Arison (the "Arison Shares") in consideration for $10,000 to be paid to the
Company by Ted Arison thereunder. If, at any time, Ted Arison makes a
written demand for the registration of any number of the Arison Shares,
subject to a minimum amount of 2,000,000 shares, the Company will within 90
days prepare and file with the SEC a registration statement, subject to
certain limitations. In addition, if the Company determines to file a
registration statement on its behalf or on behalf of any security holders
(other than a registration statement filed for the purpose of registering
shares issuable to employees under an employee benefit plan or in connection
with a business combination) relating to its Common Stock or any class of
securities convertible into Common Stock, Ted Arison may register the Arison
Shares pursuant to such registration statement, subject to certain
limitations. The Company has agreed to bear all expenses relating to such
demand and piggyback registrations, except for fees and disbursements of
counsel for Ted Arison, selling costs, underwriting discounts and applicable
filing fees.
Registration Rights. Pursuant to a letter agreement (the "Trust
Registration Rights Agreement") dated July 11, 1989, the Company granted to
the Ted Arison Irrevocable Trust (the "Irrevocable Trust") and the Arison
Children's Irrevocable Trust (the "Children's Trust", and together with the
Irrevocable Trust, the "Trusts") certain registration rights with respect to
the 28,554,056 shares of Common Stock held for investment by the Trusts (the
"Shares"). The beneficiaries of the Trusts included the children of Ted
Arison, including Micky Arison, a director, Chairman of the Board and Chief
Executive Officer of the Company and Shari Arison, a director of the Company.
Effective December 26, 1991, the Children's Trust was divided into three
separate continued trusts, including continued trusts for Micky Arison and
Shari Arison.
The Trust Registration Rights Agreement provides that if, at any time,
any of the Trusts makes a written demand for the registration of its Shares,
the Company will within 90 days prepare and file with the Securities and
Exchange Commission a registration statement, subject to certain limitations.
The Company is not required to effect any demand registration pursuant to the
Trust Registration Rights Agreement unless all of the Shares owned by either
of the Trusts are included in the demand for registration. In addition, if
the Company determines to file a registration statement on its behalf or on
behalf of any security holders (other than a registration statement filed for
the purpose of registering shares issuable to employees under an employee
benefit plan, or in connection with a business combination) relating to its
Common Stock or any class of securities convertible into its Common Stock,
either of the Trusts may register its Shares pursuant to such registration
statement, subject to certain limitations. The Company has agreed to bear
all expenses relating to such demand and piggyback registrations, except for
fees and disbursements of counsel for the Trusts, underwriting discounts and
applicable filing fees.
Transactions with Cruise Specialists. Janet Olczak, the wife of A. Kirk
Lanterman, an executive officer and director of the Company, is the owner of
a travel agency located in Seattle, Washington, named Cruise Specialists.
Under the laws of the State of Washington, Ms. Olczak's ownership interest in
Cruise Specialists is her separate property and, accordingly, Mr. Lanterman
does not have any ownership interest in the agency. Cruise Specialists sells
cruises and other similar products for various travel providers, including
the Company, under arrangements that are common throughout the travel
industry whereby Cruise Specialists receives a commission based on sales
generated. In fiscal 1998, Cruise Specialists generated approximately $11
million of gross revenues (before commission) for the Company. In connection
with such revenues, Cruise Specialists received commissions of approximately
$1.7 million. The Company believes that the commissions paid to Cruise
Specialists are comparable to those paid to other travel agents for
comparable services.
Transactions with Trustees. The trustee of the B Trust and the MA 1997
Trust is JMD Delaware, Inc., a Delaware corporation wholly-owned by James M.
Dubin. Mr. Dubin is a director of the Company and a partner in the New York
law firm of Paul, Weiss, Rifkind, Wharton & Garrison, which firm serves as
counsel to the Company and Micky Arison.
Andrew H. Weinstein is the sole shareholder of TAF Management Company,
A.H.W. Limited and Kentish Limited, which act either as trustee or protector
of certain Arison family trusts. Mr. Weinstein is a partner in the law firm
of Holland & Knight, which firm serves as counsel to the Company and Ted
Arison.
Transactions with Airtours and David Crossland. The Company currently
owns 123,344,501 ordinary shares of Airtours (the "Ordinary Shares"),
equivalent to approximately 25.88% of the ordinary share capital of Airtours.
Airtours is an integrated leisure travel group, owning tour operators,
charter airlines, travel agencies, cruise ships and holiday hotels. David
Crossland owns 48,539,874 Ordinary Shares (or 10.18%) of Airtours' ordinary
share capital. Micky Arison and Howard S. Frank are non-executive directors
of Airtours.
The Company and Airtours each own 50% of Il Ponte, S.p.A ("Il Ponte"), a
holding company which owns Costa Crociere, S.p.A. ("Costa"), an Italian
cruise company. Mr. Crossland currently serves as Chairman of the Board of
Il Ponte.
Airtours also owns retail travel agencies located primarily throughout
the United Kingdom and Scandinavia which sell cruises and other travel
products for various travel providers, including Airtours and the Company,
under arrangements that are common throughout the travel industry whereby the
Airtours travel agencies receive a commission based on sales generated. The
Company believes the commissions paid to the Airtours travel agencies are
comparable to those paid to other travel agents for comparable services.
In April 1997, the Company and Airtours entered into a renewable five-
year concession agreement for the Company to provide casino services on board
Airtours cruise ships. In exchange for such services, the Company retains a
percentage of the gaming revenue derived from such services.
The terms of the various transactions involving the Company and Airtours
were the result of arms-length negotiations between the parties.
Transactions with Atle Brynestad. In May, 1998, the Company and a group
of investors acquired the business and assets of Cunard Line Limited and then
combined them with Seabourn Cruise Line Limited ("Seabourn"). Prior to this
acquisition, the Company and Atle Brynestad each held a 50% interest in
Seabourn. As a result of the transactions and certain additional purchases
of Seabourn shares by Mr. Brynestad and other investors, the Company and Mr.
Brynestad beneficially own approximately 68% and 17%, respectively, of
Seabourn, which has changed its name to Cunard Line Limited ("Cunard").
In connection with the Cunard acquisition, entities controlled by Mr.
Brynestad (the "Brynestad Entities") entered into agreements with the
Company. Under these agreements, with respect to the Cunard shares held by
them, the Brynestad Entities have agreed to certain transfer restrictions,
have granted the Company a right of first refusal and drag-along rights and
have been awarded certain tag-along rights. In addition, the Brynestad
Entities have been granted certain preemptive rights for new stock issuances
by Cunard. The Company has the right to purchase certain of the Cunard
shares held by the Brynestad Entities if Mr. Brynestad no longer controls
such entities. Under certain circumstances, if an initial public offering of
Cunard common stock does not occur, the Company or the Brynestad Entities may
require that the Cunard shares held by the Brynestad Entities be exchanged
for Common Stock. Under the agreements, Mr. Brynestad has also been
appointed as a director of Cunard.
During fiscal 1998, Cunard also paid approximately $320,000 for china
and crystal acquired from Hadeland Glassverk AS and Porsgrund Porselaensfabrik
AS, both of which are beneficially owned by Mr. Brynestad.
Transaction with Shari Arison. The Company has granted a license to use
the "Carnival" trademark to FUN, Inc. ("FUN") in connection with FUN's
manufacturing, advertisement and sales of perfume and certain related
products. Shari Arison is a member of the Board of Directors and a Vice
President of FUN. Shari Arison's husband, Mickey Dorsman, owns a 50%
interest in FUN. Royalties are payable to the Company in an amount equal to
5% of net sales up to $5 million, and thereafter on net sales based on a
sliding scale providing for lesser percentages of royalties as annual net
sales increase, with a minimum of 2%. In January 1998, FUN discontinued
sales of its products. No royalty payments were made in fiscal 1998. See
also "TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE COMPANY --
Transactions with Ted Arison".
Transaction with Arison Foundation. In December 1998, the Company
completed an offering of 19 million shares of Common Stock, including two
million shares of Common Stock contributed by Micky Arison to Arison
Foundation, Inc. (the "Foundation"), a charitable foundation. Shari Arison
is the President of the Foundation. The Company 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. In addition, the Company agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act of 1933,
as amended.
Other Transactions. Certain transactions involving Micky Arison,
Sherwood M. Weiser and Uzi Zucker are described in "EXECUTIVE COMPENSATION --
Compensation Committee Interlocks and Insider Participation."
Transactions with Affiliated Entities. The Company has adopted a policy
of dealing with affiliated entities on an arms-length basis and it may not
engage in business transactions with any affiliate on terms and conditions
less favorable to the Company than terms and conditions available at the time
for comparable transactions with unaffiliated persons.
SELECTION OF AUDITORS
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent certified public accountants of the Company for the fiscal year
ending November 30, 1999, subject to approval of the shareholders. A
representative of such firm will be present at the Annual Meeting and will
have an opportunity to make a statement if he desires to do so and is
expected to respond to appropriate questions which the shareholders might
have. The Company knows of no direct or material indirect financial
interests or relationships that the members of such firm have with the
Company.
Although ratification by the shareholders of the appointment of
independent accountants is not legally required, the Board of Directors
believes that such action is desirable.
Ratification of the selection of PricewaterhouseCoopers LLP as
independent auditors for the 1999 fiscal year requires the approval of the
majority of the votes cast at the Annual Meeting.
The Board of Directors unanimously recommends a vote FOR ratification of
the selection of PricewaterhouseCoopers LLP as independent certified public
accountants for the 1999 fiscal year.
ANNUAL REPORT
The Annual Report of the Company, including financial statements for the
fiscal year ended November 30, 1998 is being forwarded to each shareholder
with this Proxy Statement.
OTHER MATTERS
The Board of Directors has no knowledge of any other matters which may
come before the Annual Meeting. If any other matters shall properly come
before the meeting, the persons named in the Proxies will have discretionary
authority to vote the shares thereby represented in accordance with their
best judgment.
PROPOSALS OF SHAREHOLDERS
Proposals of shareholders intended to be presented at the Company's
Annual Meeting of Shareholders to be held in 2000 must be received by the
Secretary of the Company prior to November 2, 1999 for inclusion in the Proxy
Statement for the Annual Meeting of Shareholders to be held in 2000. Any
such proposals of shareholders received after January 16, 2000 will be deemed
to be received in an untimely fashion and proxies granted hereunder will be
voted at the discretion of the Board of Directors.
By Order of the Board of Directors
/s/ Arnaldo Perez
Arnaldo Perez
General Counsel and Secretary
Dated: March 2, 1999
COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE COMPANY'S
FISCAL YEAR ENDED NOVEMBER 30, 1998 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN
REQUEST TO ARNALDO PEREZ, CORPORATE SECRETARY, CARNIVAL CORPORATION, 3655
N.W. 87 AVENUE, MIAMI, FLORIDA 33178-2428.
CARNIVAL CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 19, 1999
The undersigned hereby appoints Micky Arison and Arnaldo Perez and each of
them as proxies with full power of substitution, with all the powers the
undersigned would possess if personally present, to vote all shares of Common
Stock of Carnival Corporation which the undersigned is entitled to vote at
the Annual Meeting of Shareholders and any adjournment(s) thereof.
A Vote FOR Proposals 1, 2 and 3 is recommended by the Board of Directors.
1. Approval of an amendment to the Company's Second Amended and Restated
Articles of Incorporation to increase the maximum size of the Board from
15 to 17 members.
(check one box) / / FOR / / AGAINST / / ABSTAIN
2. Election as Director.
/ / FOR each nominee listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the for the nominee listed
contrary below) below
Micky Arison, Shari Arison, Maks L. Birnbach, Atle Brynestad, Richard G.
Capen, Jr., David Crossland, Robert H. Dickinson, James M. Dubin, Howard
S. Frank, A. Kirk Lanterman, Modesto A. Maidique, William S. Ruben,
Stuart Subotnick, Sherwood M. Weiser, Meshulam Zonis, and Uzi Zucker
(INSTRUCTION: TO WITHHOLD authority to vote for any individual nominee,
write that nominee's name on the line below)
_______________________________________________________________________
(continued on reverse side)
3. Approval of Auditors.
(check one box) / / FOR / / AGAINST / / ABSTAIN
4. In their discretion, the proxies are authorized to vote upon such other
business as may come before the Annual Meeting, or any adjournment(s)
thereof.
I will be attending the annual meeting / / Print Name below
_____________________________________________________
Persons who do not indicate attendance at the Annual Meeting on this proxy
card will be required to present proof of stock ownership to attend.
The shares represented by this Proxy will be voted as specified herein. If
not otherwise specified, such shares will be voted by the proxies FOR
Proposals 1, 2 and 3.
Dated: __________________, 1999
Signature ______________________
Signature ______________________
(Please sign exactly as name
appears to the left.)
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
