<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 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:
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<PAGE>
[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. 87(th) 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
<PAGE>
[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, 1999 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.
<PAGE>
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.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENT OF
OWNERS OR IDENTITY OF GROUP(1) OWNERSHIP COMMON STOCK
- -------------------------------------------------------------------------- ------------------- -----------------
<S> <C> <C>
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
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENT OF
OWNERS OR IDENTITY OF GROUP(1) OWNERSHIP COMMON STOCK
- -------------------------------------------------------------------------- ------------------- -----------------
<S> <C> <C>
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
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENT OF
OWNERS OR IDENTITY OF GROUP(1) OWNERSHIP COMMON STOCK
- -------------------------------------------------------------------------- ------------------- -----------------
<S> <C> <C>
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
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF
NAME AND ADDRESS OF BENEFICIAL BENEFICIAL PERCENT OF
OWNERS OR IDENTITY OF GROUP(1) OWNERSHIP COMMON STOCK
- -------------------------------------------------------------------------- ------------------- -----------------
<S> <C> <C>
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%
</TABLE>
- ------------------------
* Less than one percent.
(1) The address of each person named, unless otherwise noted, is 3655 N.W. 87
Avenue, Miami, Florida 33178-2428.
(2) Ted Arison, Micky Arison, Shari Arison and the other Arison family entities
named that own shares of 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
5
<PAGE>
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 TAMMS.
(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.
6
<PAGE>
(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.
7
<PAGE>
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.
8
<PAGE>
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 Board of Directors
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
9
<PAGE>
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.
10
<PAGE>
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.
11
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION AWARDS
--------------------------------------------
ANNUAL COMPENSATION NUMBER OF
------------------------------------------- SECURITIES
OTHER RESTRICTED UNDERLYING ALL
NAME AND PRINCIPAL ANNUAL STOCK OPTIONS/ OTHER
POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1) AWARDS($)(2) SARS (#) COMPENSATION($)
- ------------------------ --------- ----------- --------- ------------------- ------------ ----------- -----------------
<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 of 1997 413,000 814,000(3) -- 856,250 80,000 --
CCL and Director 1996 189,000 656,000(3) -- 106,299(3) -- --
A. Kirk Lanterman.......
Chairman and CEO of 1998 214,000 873,000(4) -- -- -- 16,000(5)
HAL-Westours Inc. 1997 214,000 800,000(4) -- -- -- 16,000(5)
and Director 1996 214,000 806,000(4) -- -- -- 15,000(5)
Meshulam Zonis.......... 1998 308,000 520,000(3) -- 123,863(3) 40,000 --
Sr. VP Operations of 1997 308,000 430,000(3) -- 73,678(3) 40,000 --
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.
12
<PAGE>
(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 $3,167, respectively. The Profit Sharing Plan
and the Savings Plan are generally available to all employees of HALW.
OPTIONS
The following table sets forth all stock options granted to the Company's
Chief Executive Officer and to each of the Company's four most highly
compensated executive officers other than the Chief Executive Officer.
OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------ GRANT DATE
NUMBER OF PERCENT OF VALUE
SECURITIES TOTAL OPTIONS -------------
UNDERLYING GRANTED TO EXERCISE OR GRANT DATE
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRESENT VALUE
NAME GRANTED (#) FISCAL YEAR ($/SH)(3) DATE ($)(4)
- --------------------------------------------- ----------- --------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C>
Micky Arison................................. 120,000(2) 10.50% 26.40625 1/12/2008 841,680
Chairman, CEO
and Director
Howard S. Frank.............................. 100,000(2) 8.75% 26.40625 1/12/2008 701,400
Vice Chairman,
COO and Director
Robert H. Dickinson.......................... 80,000(2) 7.00% 37.93750 8/01/2008 819,680
President and
COO of CCL
and Director
Meshulam Zonis............................... 40,000(2) 3.50% 26.40625 1/12/2008 280,560
Sr. Vice President
Operations of CCL
and Director
</TABLE>
- ------------------------
(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
13
<PAGE>
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 $10.246 per share at August 1, 1998. The Company's use
of this model should not be construed as an endorsement of its accuracy at
valuing options. All stock option models require a prediction about the
future movement of the stock price. The Grant Date Present Values presented
in the table were determined in part using the following assumptions:
<TABLE>
<CAPTION>
JANUARY 12, AUGUST 1,
1998 1998
--------------- -------------
<S> <C> <C>
Expected volatility.......................................... 20.50% 20.40%
Risk-free interest rate...................................... 5.25% 5.44%
Expected dividend yield...................................... 1.62% 1.62%
Expected option life......................................... 6 years 6 years
</TABLE>
The real value of the options in this table depends upon the actual
performance of the Common Stock during the applicable period and upon when they
are exercised. The approach used in developing the assumptions upon which the
Black-Scholes valuation was done is consistent with the requirements of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation".
14
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES(1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END (#) FISCAL YEAR END ($)(2)
SHARES ACQUIRED VALUE REALIZED -------------------------- --------------------------
NAME ON EXERCISE (#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------- --------------- ----------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Micky Arison...................
Chairman,
CEO and Director -- -- 1,600,000 520,000 37,750,000 10,450,000
Howard S. Frank................
Vice Chairman, COO
and Director 200,000 5,687,500 440,000 260,000 10,381,250 4,618,750
Robert H. Dickinson............
President and COO of CCL
and Director -- -- 16,000 144,000 218,500 874,000
Meshulam Zonis.................
Sr. Vice President
Operations of CCL
and Director -- -- 0 40,000 0 337,500
</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.
15
<PAGE>
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
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------
<S> <C> <C> <C> <C> <C>
REMUNERATION 15 20 25 30 35
- -------------------------------------------------------- --------- --------- --------- ---------- ----------
$250,000 and above...................................... $ 54,600 $ 72,800 $ 91,000 $ 109,200 $ 109,200
</TABLE>
A participant's benefits under the Pension Plan are calculated based on an
employee's length of service with the Company and the average of the
participant's five highest consecutive years of compensation (including base
pay, overtime, bonuses and commissions) out of the last ten years of service.
Subject to the benefit limitation policy discussed below, the 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
16
<PAGE>
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
17
<PAGE>
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 one 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.
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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 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
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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
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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
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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.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CARNIVAL CORPORATION DOW JONES INDUSTRY GROUP/REQ NYSE MARKET INDEX
<S> <C> <C> <C>
1993 100 100 100
1994 91 96 102
1995 111 121 130
1996 137 149 162
1997 236 170 205
1998 304 180 239
DOLLARS
</TABLE>
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
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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.
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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
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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. The Foundation is directed by five
trustees, a majority of whom are affiliated with the Principal Shareholders. 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
25
<PAGE>
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 Prez
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.
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[LOGO]
ANNUAL MEETING OF SHAREHOLDERS
DORAL GOLF RESORT AND SPA
4400 N.W. 87(TH) AVENUE
MIAMI, FLORIDA
APRIL 19, 1999
11:00 A.M.
-- FOLD AND DETACH HERE --
- --------------------------------------------------------------------
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.
<TABLE>
<S> <C>
/ / FOR each nominee listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for the nominee listed below
</TABLE>
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).
- --------------------------------------------------------------------------------
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
- ------------------------------------------------------------------
(CONTINUED ON REVERSE SIDE)
<PAGE>
-- FOLD AND DETACH HERE --
- --------------------------------------------------------------------------------
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.
