0000950142-14-001343.txt : 20140624 0000950142-14-001343.hdr.sgml : 20140624 20140613172357 ACCESSION NUMBER: 0000950142-14-001343 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140613 DATE AS OF CHANGE: 20140613 GROUP MEMBERS: ARTSFARE 2003 TRUST GROUP MEMBERS: ARTSFARE 2005 TRUST NO. 2 GROUP MEMBERS: JAMES M. DUBIN GROUP MEMBERS: JMD DELAWARE INC. GROUP MEMBERS: JOHN J. O'NEIL GROUP MEMBERS: KNIGHT PROTECTOR INC. GROUP MEMBERS: MA 1994 B SHARES INC. GROUP MEMBERS: MA 1994 B SHARES L.P. GROUP MEMBERS: MBA I L.P. GROUP MEMBERS: MICKY ARISON GROUP MEMBERS: RICHARD L. KOHAN GROUP MEMBERS: SUNTRUST DELAWARE TRUST CO GROUP MEMBERS: TAMMS MANAGEMENT CORP GROUP MEMBERS: VERUS PROTECTOR LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL PLC CENTRAL INDEX KEY: 0001125259 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51248 FILM NUMBER: 14910985 BUSINESS ADDRESS: STREET 1: 5 GAINSFORD ST STREET 2: CARNIVAL HOUSE CITY: LONDON WC1A 1PP ENGL STATE: X0 ZIP: 00000 BUSINESS PHONE: 011 44 20 7940 5381 MAIL ADDRESS: STREET 1: 77 NEW OXFORD ST CITY: LONDON STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: P&O PRINCESS CRUISES PLC DATE OF NAME CHANGE: 20000929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARISON MICKY MEIR CENTRAL INDEX KEY: 0001142244 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O PAUL WEISS RIFKIND WHARTON STREET 2: 1285 AVENUE OF THE AMERICAS 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019-6064 SC 13D/A 1 eh1400788_13da17-cuk.htm AMENDMENT NO. 17 eh1400788_13da17-cuk.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13D
(Rule 13d-102)
 
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
 
Carnival Corporation
Carnival plc 
(Name of Issuer)
 
Common Stock, par value $0.01 per share, of Carnival Corporation
Special Voting Share of Carnival plc
Trust Shares (representing beneficial interests in the P&O Princess Special Voting Trust) 
(Title of Class of Securities)
 
Common Stock:  143658 10 2 and 143658 30 0**
Special Voting Share:  G7214F 12 2
Trust Shares:  143658 30 0**
(CUSIP Number)
 
Arnaldo Perez, Esq.
General Counsel
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida  33178-2428
(305) 599-2600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
June 11, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
**  The Common Stock and the Trust Shares trade together under CUSIP Number 143658 30 0.  See Items 1 and 4 of this Schedule 13D for additional information.

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 2 of 25

 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
TAMMS MANAGEMENT CORPORATION
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
32,439
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
32,439
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,439
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 3 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MA 1994 B SHARES, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
95,860,246
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
95,860,246
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,860,246
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.2%
  
14
TYPE OF REPORTING PERSON
 
PN
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 4 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MA 1994 B SHARES, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
95,860,246
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
95,860,246
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
95,860,246
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16.2%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 5 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MICKY ARISON
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
101,058,389
8
SHARED VOTING POWER
 
37,580,930
9
SOLE DISPOSITIVE POWER
 
95,980,246
10
SHARED DISPOSITIVE POWER
 
42,659,073
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
138,639,319
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
23.4%
  
14
TYPE OF REPORTING PERSON
 
IN
  

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 6 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JMD DELAWARE, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
5,078,143
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,078,143
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.9%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 7 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JAMES M. DUBIN
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,000
8
SHARED VOTING POWER
 
44,746,847
9
SOLE DISPOSITIVE POWER
 
1,000
10
SHARED DISPOSITIVE POWER
 
49,824,990
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
49,825,990
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.4%
  
14
TYPE OF REPORTING PERSON
 
IN
  

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 8 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ARTSFARE 2005 TRUST No. 2
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
37,580,930
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,580,930
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 9 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
KNIGHT PROTECTOR, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
44,746,847
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
44,746,847
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,746,847
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 10 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SUNTRUST DELAWARE TRUST COMPANY
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
38,230,930
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
38,230,930
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.5%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 11 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ARTSFARE 2003 TRUST
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
900,000
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
932,439
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
932,439
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 12 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MBA I, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
900,000
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
900,000
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
900,000
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 13 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JOHN J. O’NEIL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
44,746,847
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
44,769,811
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,769,811
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
7.6%
  
14
TYPE OF REPORTING PERSON
 
IN
  

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 14 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
VERUS PROTECTOR, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
37,580,930
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
37,580,930
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,580,930
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 15 of 25

1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
RICHARD L. KOHAN
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
 
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,000
8
SHARED VOTING POWER
 
37,581,930
9
SOLE DISPOSITIVE POWER
 
1,000
10
SHARED DISPOSITIVE POWER
 
37,581,930
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,582,930
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 16 of 25

 
The Schedule 13D relating to Carnival Corporation and Carnival plc is being filed by TAMMS Management Corporation (“TAMMS Corp.”), MA 1994 B Shares, L.P. (“B Shares, L.P.”), MA 1994 B Shares, Inc. (“B Shares, Inc.”), Micky Arison, JMD Delaware, Inc., James M. Dubin, Artsfare 2005 Trust No. 2, Knight Protector, Inc., SunTrust Delaware Trust Company, Artsfare 2003 Trust, MBA I, L.P., John J. O’Neil, Verus Protector, LLC and Richard L. Kohan (collectively, the “Reporting Persons”).  This Amendment No. 17 is being filed because the number of Shares beneficially owned by the Reporting Persons has decreased by an amount in excess of one percent of the total number of Shares outstanding.  This Schedule 13D is hereby amended as follows:
 
Item 1. 
Security and Issuer
 
No material change.

Item 2. 
Identity and Background
 
No material change.

Item 3. 
Source and Amount of Funds or Other Consideration
 
No material change.
 
Item 4. 
Purpose of Transaction
   
On February 28, 2014, MA 1994 B Shares L.P. and certain trusts for the benefit of Micky Arison and his family entered into a sales plan under Rule 10b5-1 for the sale of up to 5,000,000 Shares, in the aggregate, in open market transactions (the “Sales Plan”).  From May 23, 2014 through June 11, 2014, an aggregate amount of 3,584,302 Shares beneficially owned by Micky Arison (including 2,080,614 shares beneficially owned by MA 1994 B Shares, L.P.) were sold pursuant to the Sales Plan.

On March 27, 2014, a sales plan was enetered into under Rule 10b5-1 for the sale of up to 6,250,000 Shares, in the aggregate, in open market transactions, over which Knight Protector, Inc., James M. Dubin and John J. O'Neil have authority (the “Eternity Four Trust Sales Plan”).  From May 23, 2014 through June 11, 2014, an aggregate amount of 3,591,398 Shares were sold pursuant to the Eternity Four Trust Sales Plan.  
 
In the future, similar sales plans to sell Shares beneficially owned by the Reporting Persons under Rule 10b5-1 may be effected.
 
Item 5. 
Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety as follows:
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 17 of 25

All ownership percentages set forth herein assume that there are 592,622,537 Shares outstanding, representing the total number of shares reported by Carnival Corporation in its Quarterly Report on Form 10-Q for the quarter ended February 28, 2014 filed with the SEC on April 4, 2014.
 
(a) and (b)(i)
 
(i)         TAMMS Corp. may be deemed to beneficially own all of the 32,439 Shares (approximately 0.0% of the total number of Shares outstanding) it directly holds.  TAMMS Corp. has sole voting and shared dispositive power with respect to such Shares.
 
(ii)        B Shares, L.P. beneficially owns an aggregate of 95,860,246 Shares (approximately 16.2% of the total number of Shares outstanding), which it holds directly.  B Shares, L.P. has sole voting and dispositive power with respect to all such Shares.
 
(iii)       B Shares, Inc. beneficially owns an aggregate of 95,860,246 Shares (approximately 16.2% of the total number of Shares outstanding), by virtue of being the general partner of B Shares, L.P.  B Shares, Inc. has sole voting and dispositive power with respect to all such Shares.
 
(iv)       Micky Arison beneficially owns an aggregate of 138,639,319 Shares (approximately 23.4% of the total number of Shares outstanding), 3,100,855 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 2003 Revocable Trust, 22,964 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 97-07 Trust, 95,860,246 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for the Nickel 1994 “B” Trust, 37,580,930 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the last will of Ted Arison, dated July 8, 1999, 442,307 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the trust instrument for Nickel 2009 GRAT, a grantor retained annuity trust for his benefit (the “GRAT”), 1,512,017 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under the instruments for several trusts for the benefit of his children, and 120,000 Shares of which are underlying vested options which he holds directly.  Micky Arison has shared dispositive and voting power with respect to the 37,580,930 Shares held by the Artsfare 2005 Trust No. 2.   Micky Arison has sole voting and dispositive power with respect to the 95,860,246 Shares indirectly held by the Nickel 1994 “B” Trust and the 120,000 Shares underlying vested options.  Micky Arison has sole voting and shared dispositive power with respect to the 3,100,855 Shares held by the Nickel 2003 Revocable Trust, the 22,964 Shares held by the Nickel 97-07 Trust, the 442,307 Shares held by the GRAT and the 1,512,017 Shares held by trusts for the benefit of Mr. Arison’s children.  Micky Arison is deemed to be the beneficial owner of the 120,000 Shares underlying vested options and the 442,307 Shares held by the GRAT.
 
(v)       JMD Delaware, Inc. beneficially owns an aggregate of 5,078,143 Shares (approximately 0.9% of the total number of Shares outstanding), by virtue of being the trustee of the Nickel 2003 Revocable Trust, a co-trustee of the Nickel 97-07 Trust, and the trustee of the
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 18 of 25

GRAT and various trusts for the benefit of Mr. Arison’s children.  JMD Delaware, Inc. has shared dispositive power with respect to the 3,100,855 Shares held by the Nickel 2003 Revocable Trust, the 22,964 Shares held by the Nickel 97-07 Trust, the 442,307 Shares held by the GRAT and 1,512,017 Shares held by trusts for the benefit of Mr. Arison’s children.  Accordingly, JMD Delaware, Inc. may be deemed to beneficially own such Shares for which it expresses voting and/or dispositive power.  JMD Delaware, Inc. disclaims beneficial ownership of all such Shares.
 
(vi)      James M. Dubin beneficially owns an aggregate of 49,825,990 Shares (approximately 8.4% of the total number of Shares outstanding), 1,000 Shares of which he holds directly and 49,824,990 Shares with respect to which he has a beneficial interest by virtue of being the sole shareholder of JMD Delaware, Inc. and a fifty-percent shareholder of Knight Protector, Inc.  Mr. Dubin has sole voting and dispositive power with respect to the 1,000 Shares he holds directly.  Mr. Dubin has shared voting and dispositive power with respect to 44,746,847 Shares held by Eternity Four Trust.  Mr. Dubin has shared dispositive power with respect to the 22,964 Shares held by the Nickel 97-07 Trust, the 3,100,855 Shares held by the Nickel 2003 Revocable Trust, the 442,307 Shares held by the GRAT and the 1,512,017 Shares held by trusts for the benefit of Mr. Arison’s children.  Accordingly, Mr. Dubin may be deemed to beneficially own such Shares for which he exercises voting and/or dispositive power.  Mr. Dubin disclaims beneficial ownership of all such Shares, except for the 1,000 Shares he holds directly.
 
(vii)     Artsfare 2005 Trust No. 2 beneficially owns the 37,580,930 Shares for which it exercises shared dispositive power (approximately 6.3% of the total number of Shares outstanding).
 
(viii)    Knight Protector, Inc. beneficially owns an aggregate of 44,746,847 Shares (approximately 7.6% of the total number of Shares outstanding), by virtue of being the protector of Eternity Four Trust.  Knight Protector, Inc. has shared dispositive power and sole voting power with respect to 44,746,847 Shares held by Eternity Four Trust.
 
(ix)       SunTrust Delaware Trust Company beneficially owns 38,230,930 Shares (approximately 6.5% of the total number of Shares outstanding), by virtue of being the trustee of Artsfare 2005 Trust No. 2 and Dozer Trust.  SunTrust Delaware Trust Company has shared dispositive power with respect to the 37,580,930 Shares held by Artsfare 2005 Trust No. 2 and the 650,000 Shares held by Dozer Trust.   Accordingly, SunTrust Delaware Trust Company may be deemed to beneficially own such Shares.  SunTrust Delaware Trust Company disclaims beneficial ownership of such Shares.
 
(x)        Artsfare 2003 Trust beneficially owns an aggregate of 932,439 Shares (approximately 0.1% of the total number of Shares outstanding), 900,000 of which it holds beneficially by virtue of its interest in MBA I, L.P. and 32,439 of which it holds beneficially as sole stockholder of TAMMS Corp.  Artsfare 2003 Trust has shared voting and dispositive power with respect to the 900,000 Shares held by MBA I, L.P. and exercises shared dispositive power over the 32,439 Shares held by TAMMS Corp.
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 19 of 25

(xi)       MBA I, L.P. beneficially owns an aggregate of 900,000 Shares (approximately 0.1% of the total number of Shares outstanding), which Shares it holds directly. MBA I, L.P. has shared voting and dispositive power over all such Shares.
 
(xii)      John J. O’Neil beneficially owns an aggregate of 44,769,811 Shares (approximately 7.6% of the total number of Shares outstanding) by virtue of being the sole shareholder of JJO Delaware, Inc., a co-trustee of the Nickel 97-07 Trust, and a fifty-percent shareholder of Knight Protector, Inc. Mr. O’Neil has shared voting  and dispositive power with respect to 44,746,847 Shares held by Eternity Four Trust.  Mr. O’Neil has shared dispositive power with respect to the 22,964 Shares held by the Nickel 97-07 Trust.  Accordingly, Mr. O’Neil may be deemed to beneficially own such Shares for which he exercises shared voting and/or dispositive power.  Mr. O’Neil disclaims beneficial ownership of all such Shares.
 
(xiii)     Verus Protector, LLC beneficially owns an aggregate of 37,580,930 Shares (approximately 6.3% of the total Shares outstanding), by virtue of being the protector of Artsfare 2005 Trust No.2. Verus Protector, LLC has shared voting and dispositive power with respect to the 37,580,930 Shares held by Artsfare 2005 Trust No.2.
 
(xiv)     Richard L. Kohan beneficially owns an aggregate of 37,582,930 Shares (approximately 6.3% of the total Shares outstanding), by virtue of being the sole member of Verus Protector, LLC, and owning 1,000 Shares indirectly and 1,000 Shares directly.  Mr. Kohan has shared voting and dispositive power with respect to the 37,580,930 Shares held by Artsfare 2005 Trust No.2.  Mr. Kohan has shared voting and dispositive power with respect to the 1,000 Shares held by his wife and sole voting and dispositive power with respect to the 1,000 Shares he holds directly.
 
(xv)      The Reporting Persons, as a group, beneficially own an aggregate of 184,971,605 Shares (approximately 31.2% of the total number of Shares outstanding).  The Reporting Persons, as a group, have sole voting and dispositive power over all such Shares, except for Shares held by Eternity Four Trust over which The Northern Trust Company of Delaware exercises shared dispositive power with Knight Protector, Inc., James M. Dubin and John J. O'Neil, and except for Shares held by Dozer Trust, of which SunTrust Delaware Trust Company is the trustee, over which an Investment Direction Advisor exercises sole voting power and shared dispositive power.
 
(c)       During the past 60 days (i) MA 1994 B Shares, L.P., and Nickel 2003 Revocable Trust and Nickel 97-07 Trust, both trusts for the benefit of Micky Arison and his family, sold Shares in open market transactions on the New York Stock Exchange pursuant to the Sales Plan as noted in Schedule I, which is incorporated by reference in its entirety to this Item 5(c), and (ii) Shares over which Knight Protector, Inc., James M. Dubin and John J. O'Neil have power and authority were sold in open market transactions on the New York Stock Exchange pursuant to the Eternity Four Trust Sales Plan as noted in Schedule II, which is incorporated by reference in its entirety to this Item 5(c). Except as set forth in this paragraph (c), to the best knowledge of each of the Reporting Persons, through June 11, 2014 none of the persons named in response to paragraph (a) has effected any transactions in the Shares during the past 60 days.
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 20 of 25

(d)       Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares owned by such Reporting Person.
 
(e)       Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 of the Schedule 13D is amended and supplemented as follows by incorporating by reference the information set forth in Item 4 above.

Item 7. 
Material to be Filed as Exhibits
 
The following exhibits have been filed with this Schedule 13D/A.
 
Exhibit 42
Joint Filing Agreement, dated as of June 13, 2014, among TAMMS Management Corporation, MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky Arison, JMD Delaware, Inc., James M. Dubin, Artsfare 2005 Trust No. 2, Knight Protector, Inc., SunTrust Delaware Trust Company, Artsfare 2003 Trust, MBA I, L.P., John J. O’Neil,  Verus Protector, LLC and Richard L. Kohan.
 
The Power of Attorney filed for Verus Protector, LLC and Richard L. Kohan as an exhibit to Amendment No. 13 to Schedule 13D filed on July 16, 2012, the Power of Attorney filed for SunTrust Delaware Trust Company as an exhibit to the Form 4 for Artsfare 1992 Irrevocable Trust filed on January 31, 2005, the Power of Attorney filed for Artsfare 2005 Trust No. 2 as an exhibit to the Form 3 filed on December 22, 2005 and the Powers of Attorney filed for the other signatories hereto as an exhibit to Amendment No. 4 to Schedule 13D filed on February 23, 2004 are hereby incorporated herein by reference.
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 21 of 25

SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
 
Date:  June 13, 2014
 
TAMMS MANAGEMENT CORPORATION
MA 1994 B SHARES, L.P.
MA 1994 B SHARES, INC.
MICKY ARISON
JMD DELAWARE, INC.
JAMES M. DUBIN
ARTSFARE 2005 TRUST NO. 2
KNIGHT PROTECTOR, INC.
SUNTRUST DELAWARE TRUST COMPANY
ARTSFARE 2003 TRUST
MBA I, L.P.
JOHN J. O’NEIL
VERUS PROTECTOR, LLC
RICHARD L. KOHAN
 

 
By: 
John J. O’Neil, Attorney-in-Fact 
  
     
/s/ John J. O’Neil
  
     
KNIGHT PROTECTOR, INC.
  
     
By: 
John J. O’Neil, Authorized Signatory 
  
     
/s/ John J. O’Neil 
  
   
   
/s/ John J. O’Neil
  
John J. O’Neil
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 22 of 25

INDEX TO EXHIBITS
 
Exhibits
 
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 23 of 25

SCHEDULE I
 
MA 1994 B SHARES L.P.
 
Date
No. of Shares Sold
Average Price Per Share
05/23/2014
1,974
$40.03
05/27/2014
21,024
$40.0515
05/30/2014
92,772
$40.1083
06/02/2014
51,605
$40.126
06/03/2014
263,842
$40.0896
06/04/2014
257,235
$40.1377
06/05/2014
230,038
$40.1152
06/06/2014
328,220
$40.3309
06/09/2014
399,110
$40.4594
06/10/2014
176,940
$40.1167
06/11/2014
257,854
$40.1152

 
NICKEL 2003 REVOCABLE TRUST
 
Date
No. of Shares Sold
Average Price Per Share
05/23/2014
1,060
$40.03
05/27/2014
11,295
$40.0515
05/30/2014
49,838
$40.1083
06/02/2014
27,723
$40.126
06/03/2014
141,740
$40.0896
06/04/2014
138,191
$40.1377
06/05/2014
123,579
$40.1152
06/06/2014
176,324
$40.3309
06/09/2014
214,407
$40.4594
06/10/2014
95,055
$40.1167
06/11/2014
138,523
$40.1552

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 24 of 25


NICKEL 97-07 TRUST
 
Date
No. of Shares Sold
Average Price Per Share
05/23/2014
366
$40.03
05/27/2014
3,900
$40.0515
05/30/2014
17,209
$40.1083
06/02/2014
9,573
$40.126
06/03/2014
48,943
$40.0896
06/04/2014
47,717
$40.1377
06/05/2014
42,672
$40.1152
06/06/2014
60,884
$40.3309
06/09/2014
74,035
$40.4594
06/10/2014
32,822
$40.1167
06/11/2014
47,832
$40.1552

 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
SCHEDULE 13D
Page 25 of 25

SCHEDULE II
 
ETERNITY FOUR TRUST
 
Date
No. of Shares Sold
Average Price Per Share
05/23/2014
3,569
$40.03
05/27/2014
35,101
$40.0525
05/30/2014
162,808
$40.1053
06/02/2014
87,707
$40.1228
06/03/2014
450,016
$40.09
06/04/2014
452,274
$40.1394
06/05/2014
394,790
$40.1142
06/06/2014
574,100
$40.3327
06/09/2014
685,269
$40.4572
06/10/2014
300,831
$40.1145
06/11/2014
444,933
$40.1559

 
 
 
 

 EX-99 2 eh1400788_ex42.htm EXHIBIT 42 eh1400788_ex42.htm
 
EXHIBIT 42

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this amendment to Schedule 13D.  This Joint Filing Agreement shall be included as an Exhibit to such joint filing.  In evidence thereof, each of the undersigned, being duly authorized, hereby executed this Agreement.
 
Date:     June 13, 2014
 
TAMMS MANAGEMENT CORPORATION
MA 1994 B SHARES, L.P.
MA 1994 B SHARES, INC.
MICKY ARISON
JMD DELAWARE, INC.
JAMES M. DUBIN
ARTSFARE 2005 TRUST NO. 2
KNIGHT PROTECTOR, INC.
SUNTRUST DELAWARE TRUST COMPANY
ARTSFARE 2003 TRUST
MBA I, L.P.
JOHN J. O’NEIL
VERUS PROTECTOR, LLC
RICHARD L. KOHAN

 
By: 
John J. O’Neil, Attorney-in-Fact 
  
     
/s/ John J. O’Neil
  
     
KNIGHT PROTECTOR, INC.
  
     
By: 
John J. O’Neil, Authorized Signatory 
  
     
/s/ John J. O’Neil 
  
   
   
/s/ John J. O’Neil
  
John J. O’Neil