-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
P77ZG34DgMSyU5tNmcJ2dA2awRSYbEjbUrAhEdfiFCc7dhMd0iKy437c4hMjzk8t
E+1aTAd80dRN/ywi/dlf7Q==
Filed pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 2 CARNIVAL CORPORATION LIQUID YIELD OPTION NOTES DUE 2021 This prospectus supplement No. 2 supplements and amends the prospectus dated December 6, 2001, as amended and supplemented by prospectus supplement No. 1 dated December 21, 2001, relating to our Liquid Yield Option Notes due 2021 (the "LYONs") and shares of common stock issuable upon conversion of the LYONs. The table on page 20 of the prospectus sets forth information with respect to the selling securityholders and the respective amounts at maturity of LYONs beneficially owned by each selling securityholder that may be offered pursuant to the prospectus as amended and supplemented by prospectus supplement No. 1 dated December 21, 2001. This prospectus supplement amends that table by adding to it the items set forth below. (1) (2) (3) (4) (5) Aristeia International Limited $28,860,000 2.75% 478,972 0 Aristeia Partners, L.P. 8,140,000 0.77% 135,095 0 Bear, Stearns & Co. Inc. 26,250,000 2.50% 435,656 0 Credit Suisse First Boston London 78,013,000 7.42% 1,294,735 0 Deutsche Banc Alex Brown Inc. 11,000,000 1.05% 182,560 0 Marathon Asset Management, LLC 33,200,000 3.16% 551,000 0 Marathon Global Convertible Master Fund, Ltd. 33,200,000 3.16% 551,000 0 SAM Investments LDC 75,000,000 7.13% 1,244,730 0 Susquehanna Capital Group 39,500,000 3.76% 655,558 0 Tribeca Investments, LLC 26,000,000 2.47% 431,506 0 White River Securities LLC 26,250,000 2.50% 435,656 0 *
Registration No. 333-74190
(TO PROSPECTUS DATED DECEMBER 6, 2001)
AND SHARES OF COMMON STOCK
Selling
Securityholder
Principal Amount at Maturity of
LYONs Beneficially
Owned and Offered
Percent of Total
Outstanding
LYONs
Common Stock Issuable Upon
Conversion of
the LYONs
Common Stock
Owned Prior to
Conversion of
LYONs*
The prospectus dated December 6, 2001, as amended and supplemented by prospectus supplement No. 1 dated December 21, 2001 and by this prospectus supplement No. 2, constitutes the prospectus required to be delivered by Section 5(b) of the Securities Act of 1933, as amended, with respect to offers and sales of the LYONs and the common stock issuable upon conversion of the LYONs.
Our common stock is traded on the New York Stock Exchange under the symbol CCL. On January 10, 2002, the last reported sales price of the common stock was $27.28 per share. There is no public market for the LYONs, and we do not intend to apply for their listing on any exchange or to seek approval for their quotation through any automated quotation system.
We urge you to carefully read the "risk factors" section beginning on page 10 of the accompanying prospectus, where we describe specific risks associated with these securities before you make your investment decision.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is January 11, 2002.
SELLING SECURITYHOLDERS
The prospectus dated December 6, 2001, as amended and supplemented by prospectus supplement No. 1 dated December 21, 2001, relating to the offer for resale of up to $1,051,175,000 aggregate principal amount at maturity of LYONs and shares of common stock issuable upon conversion of the LYONs is amended to replace the first paragraph and the table under the heading "Selling Securityholders" on page 20 with the information in the following paragraph and table. We may further amend or supplement this table from time to time if necessary.
The following table provides, as of January 11, 2002, the name of each selling securityholder, the principal amount at maturity of LYONs held by such selling securityholder, the number of shares of common stock owned by such securityholder prior to its purchase of LYONs and the common stock issuable upon conversion of the LYONs (based upon the initial conversion price). This information has been obtained from the selling securityholders.
(1) |
(2) |
(3) |
(4) |
(5) |
Aristeia International Limited |
$28,860,000 |
2.75% |
478,972 |
0 |
Aristeia Partners, L.P. |
8,140,000 |
0.77% |
135,095 |
0 |
Bear, Stearns & Co. Inc. |
26,250,000 |
2.50% |
435,656 |
0 |
BNP Paribas Equity Strategies SNC |
5,500,000 |
0.52% |
91,281 |
241,406 |
California Public Employees' Retirement System |
2,100,000 |
0.20% |
34,853 |
3,074,641 |
Credit Suisse First Boston London |
78,013,000 |
7.42% |
1,294,735 |
0 |
D.E. Shaw Investments, L.P. |
3,500,000 |
0.33% |
58,087 |
0 |
D.E. Shaw Valence, L.P. |
14,000,000 |
1.33% |
232,350 |
0 |
Deutsche Banc Alex Brown Inc. |
11,000,000 |
1.05% |
182,560 |
0 |
First Union Securities, Inc. |
39,500,000 |
3.76% |
655,558 |
0 |
Global Bermuda Limited Partnership |
3,300,000 |
0.31% |
54,769 |
0 |
Grace Brothers Management, LLC |
2,000,000 |
0.19% |
33,193 |
0 |
Granville Capital Corporation |
9,000,000 |
0.86% |
149,370 |
0 |
HBK Master Fund L.P. |
9,000,000 |
0.86% |
149,370 |
7,200 |
Highbridge International LLC |
26,500,000 |
2.52% |
439,811 |
0 |
J.P. Morgan Securities Inc. |
2,050,000 |
0.20% |
34,023 |
187,218 |
KBC Financial Products (Cayman Islands). |
22,000,000 |
2.09% |
365,126 |
0 |
Lakeshore International, Ltd. |
13,200,000 |
1.26% |
219,076 |
0 |
MLQA Convertible Securities Arbitrage Ltd. |
52,500,000 |
4.99% |
871,325 |
0 |
Marathon Asset Management, LLC |
33,200,000 |
3.16% |
551,000 |
0 |
Marathon Global Convertible Master Fund, Ltd. |
33,200,000 |
3.16% |
551,000 |
0 |
SAM Investments LDC |
75,000,000 |
7.13% |
1,244,730 |
0 |
St. Albans Partners Ltd. |
10,000,000 |
1.00% |
165,966 |
0 |
Shepherd Investments International, Ltd. |
58,087,000 |
5.53% |
964,050 |
0 |
Susquehanna Capital Group |
39,500,000 |
3.76% |
655,558 |
0 |
Tribeca Investments, LLC |
26,000,000 |
2.47% |
431,506 |
0 |
Triborough Partners QP, LLC |
2,500,000 |
0.24% |
41,491 |
0 |
White River Securities LLC |
26,250,000 |
2.50% |
435,656 |
0 |
Yield Strategies Fund I, LP |
12,000,000 |
1.14% |
199,160 |
0 |
-----END PRIVACY-ENHANCED MESSAGE-----