EXHIBIT 99.A.1.A
Exhibit (a)(1)(a)
COMPANY NOTICE
TO HOLDERS OF
CARNIVAL CORPORATION
2% CONVERTIBLE SENIOR DEBENTURES DUE 2021
Guaranteed by
CARNIVAL PLC
CUSIP Numbers: 143658 AN2 and 143658 AM4
NOTICE IS HEREBY GIVEN pursuant to the Indenture, dated as of
April 25, 2001, between Carnival Corporation, a company
organized under the laws of the Republic of Panama
(Carnival Corporation or the Company),
and U.S. Bank National Association (formerly known as
U.S. Bank Trust National Association), as Trustee (the
Trustee), as supplemented by the First Supplemental
Indenture (the First Supplemental Indenture), dated
as of April 25, 2001, between the Company and the Trustee
(as supplemented, the Indenture), relating to the
Companys 2% Convertible Senior Debentures due 2021
(the Securities), which are subject to a guarantee,
pursuant to the Carnival plc (formerly P&O Princess Cruises
plc) Deed of Guarantee, dated as of April 17, 2003, between
Carnival Corporation and Carnival plc, a public limited company
incorporated under the laws of England and Wales (Carnival
plc), that at the option of the holder thereof (the
Holder), each Security will be purchased by the
Company for a purchase price equal to the principal amount of
the Securities, plus any accrued interest on the Securities
through and including April 14, 2005 (the Purchase
Price), subject to the terms and conditions of the
Indenture, the Securities and this Company Notice, including the
accompanying Purchase Notice (the Option). Holders
may surrender their Securities from March 18, 2005, through
midnight, New York City time, on April 15, 2005 (the
Purchase Date). This Company Notice is being sent
pursuant to the provisions of Section 603 of the First
Supplemental Indenture and the section of the Securities titled
Repurchase by the Company at the Option of the
Holder. All capitalized terms used but not specifically
defined herein shall have the meanings given to such terms in
the Indenture.
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To exercise the Option, you must validly surrender the
Securities and the enclosed Purchase Notice to the Paying Agent
(and not have withdrawn such surrendered Securities and Purchase
Notice), prior to midnight New York City time, on the Purchase
Date. Securities surrendered for purchase may be withdrawn at
any time prior to midnight, New York City time, on the Purchase
Date. The right of Holders to surrender Securities for purchase
in the Option expires at midnight, New York City time, on the
Purchase Date. HOLDERS THAT SURRENDER THROUGH THE DEPOSITORY
TRUST COMPANY (DTC) NEED NOT SUBMIT A PHYSICAL
PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH
THE TRANSMITTAL PROCEDURES OF DTC. |
The Purchase Price for any Security as to which a Purchase
Notice has been given and not withdrawn will be paid promptly
following the expiration of the Option. The Paying Agent must
receive your validly surrendered Securities before the Purchase
Price for your Securities will be paid.
The address and telephone number for the Paying Agent, who is
also the Conversion Agent under the Indenture, is as follows:
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U.S. Bank National Association |
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EP-MN-WS3C |
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60 Livingston Avenue |
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St. Paul, MN 55107 |
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Customer Service: (800) 934-6802 |
Additional copies of this Company Notice may be obtained from
the Paying Agent at its addresses set forth above.
TABLE OF CONTENTS
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1. Information
Concerning the Company and Carnival plc
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2. Information
Concerning the Securities
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3. Procedures
to be Followed by Holders Electing to Surrender Securities for
Purchase
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4. Right of Withdrawal
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5. Payment for Surrendered
Securities
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6. Securities
Acquired
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7. Plans or Proposals of the Company and Carnival plc
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8. Source and Amount of Funds or Other Consideration
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9. Interests
of Directors, Executive Officers and Affiliates of the Company
and Carnival plc in the Securities
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10. Purchases
of Securities by the Company, Carnival plc and their Respective
Affiliates
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11. Material United States Tax Considerations
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12. Additional
Information
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13. No Solicitations
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14. Definitions
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15. Conflicts
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No person has been authorized to give any information or to make
any representations other than those contained in this Company
Notice and accompanying Purchase Notice and, if given or made,
such information or representations must not be relied upon as
having been authorized. This Company Notice and accompanying
Purchase Notice do not constitute an offer to buy or the
solicitation of an offer to sell securities in any circumstances
or jurisdiction in which such offer or solicitation is unlawful.
The delivery of this Company Notice shall not under any
circumstances, create any implication that the information
contained herein is current as of any time subsequent to the
date of such information. None of the Company, Carnival plc or
their respective boards of directors or employees are making any
representation or recommendation to any Holder as to whether or
not to surrender such Holders Securities. You should
consult your own financial and tax advisors and must make your
own decision as to whether to surrender your Securities for
purchase and, if so, the amount of Securities to surrender.
SUMMARY TERM SHEET
The following are answers to some of the questions that you
may have about the Option. To understand the Option fully and
for a more complete description of the terms of the Option, we
urge you to read carefully the remainder of this Company Notice
and the accompanying Purchase Notice because the information in
this summary is not complete and those documents contain
additional important information. We have included page
references to direct you to a more complete description of the
topics in this summary.
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Who is offering to purchase my Securities? |
Carnival Corporation, a company organized under the laws of the
Republic of Panama (Carnival Corporation or the
Company), is offering to purchase your Securities.
(Page 4)
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What securities are you seeking to purchase? |
The Company is offering to purchase all of the Securities
surrendered, at the option of the holder thereof (the
Holder). As of March 16, 2005, there was
approximately $599,998,000 aggregate principal amount of
Securities outstanding. The Securities were issued under the
Indenture, dated as of April 25, 2001, between the Company,
and U.S. Bank National Association (formerly known as
U.S. Bank Trust National Association), as Trustee (the
Trustee), as supplemented by the First Supplemental
Indenture (the First Supplemental Indenture), dated
as of April 25, 2001, between the Company and the Trustee
(as supplemented, the Indenture). (Page 4)
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What are the conversion rights of the Securities? |
Each share of common stock, par value $0.01 per share, of
the Company is paired with and trades on the New York Stock
Exchange with a trust share of beneficial interest in the
P&O Princess Special Voting Trust (collectively, the
Common Stock). For each $1,000 principal amount of
Securities surrendered for conversion, if specified conditions
are satisfied, a holder will have the right to receive
25.5467 shares of Common Stock. Upon conversion, the
Company will have the right to deliver, in lieu of its Common
Stock, cash or a combination of cash and Common Stock. The
conversion rate may be adjusted for certain reasons specified in
the Indenture. Commencing May 31, 2001, Holders may
surrender Securities for conversion into shares of Common Stock
in any fiscal quarter (and only during such fiscal quarter), if,
as of the last day of the preceding fiscal quarter, the closing
sale price of the Common Stock for at least 20 trading days in a
period of 30 consecutive trading days ending on the last
trading day of such preceding fiscal quarter is more than
$43.05 per share of Common Stock, subject to adjustment as
provided in the Indenture. As of the date hereof, the Securities
are convertible into Common Stock as provided in the Indenture.
The last reported closing price of the Common Stock on the NYSE
on March 16, 2005 was $55.20 per share, and, based on
that closing price, $1,000 aggregate principal amount of
Securities would convert into shares of Common Stock which would
have an aggregate trading value of $1,380.00 and $30.17 in cash
in lieu of fractional shares. The Securities will remain
convertible, subject to their terms and conditions, if they are
not surrendered pursuant to the Option. If you do surrender your
securities pursuant to a Purchase Notice, you will be required
to withdraw your Purchase Notice before you will be able to
convert your Securities. (Page 5)
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How much are you offering to pay and what is the form of payment? |
Pursuant to the Indenture, the Company will pay, in cash, a
purchase price equal to the principal amount of the Securities,
plus any interest accrued on the Securities through and
including April 14, 2005 (the Purchase Price)
with respect to any and all Securities validly surrendered for
purchase and not withdrawn. (Page 4)
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How can I determine the market value of the Securities? |
There is no established reporting system or market for trading
in the Securities. To the extent that the Securities are traded,
prices of the Securities may fluctuate widely depending on,
among other things, the market price of the Common Stock, the
trading volume of the Securities, the balance between buy and
sell orders for the Securities, prevailing interest rates, the
Companys and Carnival plcs operating
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results and the market for similar securities. To the extent
available, Holders are urged to obtain current market quotations
for the Securities prior to making any decision with respect to
the Option. (Page 5)
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Why is the Company making the offer? |
The Company is required to make the offer pursuant to the terms
of the Securities and the Indenture. (Page 4)
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What does the boards of directors of the Company and Carnival
plc think of the Option? |
Although the board of directors for the Company, in connection
with the original issuance of the Securities approved the terms
of the Option included in the Indenture, the boards of directors
for the Company and Carnival plc have not made any
recommendation as to whether you should surrender your
Securities for purchase. You must make your own decision whether
to surrender your Securities for purchase and, if so, the amount
of Securities to surrender. (Page 5)
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When does the Option expire? |
The Option expires at midnight, New York City time, on
April 15, 2005 (the Purchase Date).
(Page 4)
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What are the conditions to the purchase by the Company of the
Securities? |
The purchase by the Company of Securities as to which a Purchase
Notice has been delivered and not properly withdrawn is
conditioned upon your delivering the Securities, together with
necessary endorsements, to the Paying Agent at the same time as,
or at any time after, delivery of the Purchase Notice.
(Page 6)
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How do I surrender my Securities? |
To surrender your Securities for purchase pursuant to the
Option, you must deliver the Purchase Notice and the related
documents to the Paying Agent no later than midnight, New York
City time, on the Purchase Date. HOLDERS THAT SURRENDER THROUGH
THE DEPOSITORY TRUST COMPANY (DTC) NEED NOT SUBMIT A
PHYSICAL PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS
COMPLY WITH THE TRANSMITTAL PROCEDURES OF DTC.
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A Holder whose Securities are held in certificated form must
properly complete and execute the Purchase Notice, and deliver
such notice to the Paying Agent, with any other required
documents, on or before midnight, New York City time, on the
Purchase Date. The Holder is required to deliver to the Paying
Agent the certificate representing the Securities surrendered
prior to receiving payment of the Purchase Price. |
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A Holder whose Securities are held by a broker, dealer,
commercial bank, trust company or other nominee must contact
such nominee if such Holder desires to surrender his or her
Securities and instruct such nominee to surrender the Securities
on the Holders behalf. |
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Holders who are DTC participants should surrender their
beneficial interest in the Securities electronically through
DTCs Automated Tenders over the Participant Terminal
System (PTS), subject to the terms and procedures of
that system. (Page 7) |
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If I surrender, when will I receive payment for my Securities? |
We will accept for payment all validly surrendered Securities
promptly upon expiration of the Option, and we will pay for
purchased Securities by 11:00 a.m. on the business day
following the expiration of the Option. The Paying Agent must
receive your validly surrendered Securities before we will pay
for your Securities. The Paying Agent will then promptly
distribute the funds to the Holders. Holders must deliver their
Securities to the Paying Agent before the Paying Agent will
distribute their funds. (Page 8)
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Until what time can I withdraw previously surrendered Securities? |
You can withdraw Securities previously surrendered for purchase
at any time until midnight, New York City time, on the Purchase
Date. You may also withdraw previously surrendered Securities at
any time after 12:01 a.m., New York City time, on Friday,
May 13, 2005, the expiration of 40 business days from the
date of this Company Notice, if your Securities have not yet
been accepted for payment by the Company. (Page 8)
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How do I withdraw previously surrendered Securities? |
To withdraw previously surrendered Securities, you must deliver
an executed written notice of withdrawal substantially in the
form attached, or a facsimile of one, to the Paying Agent prior
to midnight, New York City time, on the Purchase Date.
HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL
NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY
WITH THE WITHDRAWAL PROCEDURES OF DTC. (Page 8)
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Do I need to do anything if I do not wish to surrender my
Securities for purchase? |
No. If you do not deliver a properly completed and duly executed
Purchase Notice before the expiration of the Option, we will not
purchase your Securities and such Securities will remain
outstanding subject to their existing terms. (Page 7)
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If I choose to surrender my Securities for purchase, do I have
to surrender all of my Securities? |
No. You may surrender all of your Securities, a portion of your
Securities or none of your Securities for purchase. If you wish
to surrender a portion of your Securities for purchase, however,
you must surrender your Securities in a principal amount of
$1,000 (the $1,000 principal amount) or an integral
multiple thereof. (Page 7)
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If I do not surrender my Securities for purchase, will I
continue to be able to exercise my conversion rights? |
Yes. If you do not surrender your Securities for purchase, your
conversion rights will not be affected. You will continue to
have the right to convert your Securities into Common Stock,
subject to the terms, conditions and adjustments specified in
the Indenture. (Page 5)
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If I am a U.S. resident for U.S. federal income tax
purposes, will I have to pay taxes if I surrender my Securities
for purchase in the Option? |
The receipt of cash in exchange for Securities pursuant to the
Option will be a taxable transaction for U.S. federal
income tax purposes. You should consult with your own tax
advisor regarding the actual tax consequences to you.
(Page 10)
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Who is the Paying Agent? |
U.S. Bank National Association, the trustee for the
Securities, is serving as Paying Agent in connection with the
Option. Its address and telephone number are set forth on the
front cover page of this Company Notice. (Page 2)
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Whom can I contact with questions about the Option? |
Questions and requests for assistance in connection with the
surrender of Securities for purchase in this Option may be
directed to Customer Service at U.S. Bank National
Association, at (800) 934-6802.
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IMPORTANT INFORMATION CONCERNING THE OPTION
1. Information Concerning the Company and Carnival
plc. On April 17, 2003, Carnival Corporation and
Carnival plc (formerly known as P&O Princess Cruises plc or
P&O Princess) completed a dual listed company
(DLC) transaction, which implemented the DLC
structure of the combined company, which is known as Carnival
Corporation & plc. The DLC transaction combined the
businesses of Carnival Corporation and Carnival plc through a
number of contracts and through amendments to Carnival
Corporations articles of incorporation and by-laws and to
Carnival plcs memorandum of association and articles of
association. Carnival Corporation and Carnival plc are both
public companies, with separate stock exchange listings and
their own shareholders. The two companies have a single
executive management team and identical boards of directors, and
operate as if they were a single economic enterprise.
Carnival Corporation is the issuer of the Securities, and
Carnival plc guarantees the Securities pursuant to the Carnival
plc Deed of Guarantee, dated as of April 17, 2003, between
Carnival Corporation and Carnival plc. Each share of common
stock, par value $0.01 per share, of the Company is paired
with and trades on the New York Stock Exchange with, a trust
share of beneficial interest in the P&O Princess Special
Voting Trust (collectively, the Common Stock). For
more information regarding Carnival Corporation and Carnival
plc, please refer to Carnival Corporation and Carnival
plcs filings with the Securities and Exchange Commission.
Carnival Corporation & plc is the largest cruise vacation
group in the world, with a portfolio of 12 cruise brands in
North America, Europe and Australia, comprised of Carnival
Cruise Lines, Holland America Line, Princess Cruises, Seabourn
Cruise Line, Windstar Cruises, AIDA Cruises, Costa Cruises,
Cunard Line, Ocean Village, P&O Cruises, Swan Hellenic, and
P&O Cruises Australia.
The address and telephone number of Carnival Corporation is
Carnival Place, 3655 N.W. 87th Avenue, Miami, Florida,
33178-2428, U.S.A., (305) 599-2600. The address and
telephone number of Carnival plc is Carnival House, 5 Gainsford
Street, London, SE1 2NE, UK, 44 (0) 20 7940 5381.
2. Information Concerning the Securities. The
Securities were issued under an Indenture, dated as of
April 25, 2001, between the Company, and U.S. Bank
National Association (formerly known as U.S. Bank
Trust National Association), a national banking association
organized and existing under the laws of the United States of
America (the Paying Agent), as supplemented by the
First Supplemental Indenture, dated April 25, 2001, between
the Company and the Paying Agent. The Securities mature on
April 15, 2021.
2.1 The Companys Obligation to Purchase the
Securities. Pursuant to the terms of the Indenture and
the Securities, unless earlier redeemed, the Company is
obligated to purchase all Securities validly surrendered for
purchase and not withdrawn, at the Holders option on
April 15, 2005, April 15, 2008 and April 15,
2011, or on the next succeeding business day, if such date is
not a business day. The purchase price on such dates shall equal
the principal amount of the Securities plus any accrued interest
through the business day prior to the applicable date of
repurchase.
This Option will expire at midnight, New York City time, on
Friday, April 15, 2005 (the Purchase Date), and
the purchase will be made promptly following the expiration of
the Option. Pursuant to the terms of the Indenture, the Company
will deliver funds to the Paying Agent on April 18, 2005
(the Payment Date). The payment by the Company for
validly surrendered Securities is subject to the Paying
Agents receipt of the certificate(s) representing the
surrendered Securities.
2.2 Purchase Price. Pursuant to the terms of
the Indenture and the Securities, the purchase price to be paid
by the Company for the Securities on April 18, 2005 is an
amount equal to the principal amount of the Securities plus any
accrued interest through and including April 14, 2005 (the
Purchase Price). The accrued but unpaid interest
through and including April 14, 2005 on each $1,000
principal amount of the Securities is $10. The Purchase Price in
respect of $1,000 principal amount of the Securities is $1,010.
The Purchase Price will be paid in cash with respect to any and
all Securities validly surrendered for purchase and not
withdrawn. Securities surrendered for purchase will be accepted
only in principal amounts equal to $1,000 (the $1,000
principal amount) or integral multiples thereof.
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The Purchase Price is based solely on the requirements of the
Indenture and the Securities and bears no relationship to the
market price of the Securities or Common Stock. Thus, the
Purchase Price may be significantly higher or lower than the
current market price of the Securities. Holders of Securities
are urged to obtain the best available information as to
potential current market prices of the Securities, to the extent
available, and Common Stock (as defined below) before making a
decision whether to surrender their Securities for purchase.
None of the Company, Carnival plc or their respective boards of
directors or employees are making any recommendation to Holders
as to whether to surrender or refrain from surrendering
Securities for purchase pursuant to this Company Notice. Each
Holder must make his or her own decision whether to surrender
his or her Securities for purchase and, if so, the principal
amount of Securities to surrender based on such Holders
assessment of current market value and other relevant factors.
2.3 Conversion Rights of the Securities. For
each $1,000 principal amount of Securities surrendered for
conversion, if specified conditions are satisfied, a holder will
have the right to receive 25.5467 shares of Common Stock.
Upon conversion, the Company will have the right to deliver, in
lieu of its Common Stock, cash or a combination of cash and
Common Stock. The conversion rate may be adjusted for certain
reasons specified in the Indenture. Commencing May 31,
2001, Holders may surrender Securities for conversion into
shares of Common Stock in any fiscal quarter (and only during
such fiscal quarter), if, as of the last day of the preceding
fiscal quarter, the closing sale price of the Common Stock for
at least 20 trading days in a period of 30 consecutive trading
days ending on the last trading day of such preceding fiscal
quarter is more than $43.05 per share of Common Stock,
subject to adjustment as provided in the Indenture. As of the
date hereof, the Securities are convertible into Common Stock as
provided in the Indenture. The last reported closing price of
the Common Stock on the NYSE on March 16, 2005 was
$55.20 per share, and, based on that closing price, $1,000
aggregate principal amount of Securities into shares of Common
Stock which would convert would have an aggregate trading value
of $1,380.00 and $30.17 in cash in lieu of fractional shares.
Holders that do not surrender their Securities for purchase
pursuant to the Option will maintain the right to convert their
Securities into Common Stock, subject to the terms and
conditions in the Indenture. Any Securities as to which a
Purchase Notice has been given may be converted in accordance
with the terms of the Indenture only if the applicable Purchase
Notice has been properly withdrawn prior to midnight, New York
City time, on the Purchase Date, as described in Section 4
hereof.
2.4 Market for the Securities and the Common
Stock. There is no established reporting system or
market for trading in the Securities. To the extent that the
Securities are traded, prices of the Securities may fluctuate
widely depending on, among other things, the market price of the
Common Stock, the trading volume of the Securities, the balance
between buy and sell orders for the Securities, prevailing
interest rates, the Companys and Carnival plcs
operating results and the market for similar securities. To the
extent available, Holders are urged to obtain current market
quotations for the Securities prior to making any decision with
respect to the Option. The Securities are held through the
Depository Trust Company (DTC). As of March 16,
2005, there was approximately $599,998,000 aggregate principal
amount of Securities outstanding and DTC was and is the sole
record holder of the Securities.
The Common Stock into which the Securities are convertible is
listed on the NYSE, under the symbol CCL. Carnival
Corporation declared cash dividends on all of its Common Stock
in the amount of $0.15 per share in the last quarter of
fiscal 2004 and in the first quarter of fiscal 2005, a
20% per share increase compared to the prior dividend per
share. Previously, Carnival Corporation declared cash dividends
of $0.125 per share in each of the first three quarters of
fiscal 2004 and the last quarter of fiscal 2003, a 19% per
share increase compared to the prior dividend per share.
Carnival Corporation declared cash dividends of $0.105 per
share in each of the first three quarters of fiscal 2003.
Payment of future dividends on Carnival Corporation Common Stock
will depend upon, among other factors, the earnings, financial
condition and capital requirements of Carnival Corporation and
Carnival plc. The Company may also declare special dividends to
all stockholders in the event that members of the Arison family
and trusts established for their benefit are required to pay
additional income taxes by reason of their ownership of Carnival
Corporations Common Stock because of a Carnival
Corporation income tax audit. The
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payment and amount of any dividend is within the discretion of
the Boards of Directors of Carnival Corporation and Carnival
plc, and it is possible that the timing and amount of any
dividend may vary from the levels discussed above. No assurance
can be given that Carnival Corporation and Carnival plc will
continue to have per share dividend increases as were declared
in late 2004 and 2003 or maintain their current levels. The
following table sets forth, for the fiscal quarters indicated,
the high and low closing sales prices of the Common Stock as
reported on the NYSE:
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Dividend Per |
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High |
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Low |
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Share |
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Year ended November 30, 2003
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First Quarter
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$ |
28.15 |
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$ |
21.86 |
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$ |
0.105 |
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Second Quarter
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$ |
30.74 |
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$ |
20.34 |
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$ |
0.105 |
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Third Quarter
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$ |
36.04 |
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$ |
30.50 |
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$ |
0.105 |
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Fourth Quarter
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$ |
35.99 |
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$ |
32.76 |
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$ |
0.125 |
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Year ended November 30, 2004
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First Quarter
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$ |
46.30 |
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$ |
34.95 |
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$ |
0.125 |
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Second Quarter
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$ |
46.50 |
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$ |
40.05 |
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$ |
0.125 |
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Third Quarter
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$ |
48.05 |
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$ |
41.55 |
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$ |
0.125 |
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Fourth Quarter
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$ |
53.65 |
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$ |
45.29 |
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$ |
0.15 |
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Year ending November 30, 2005
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First Quarter
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$ |
58.74 |
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$ |
53.74 |
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$ |
0.15 |
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Second Quarter (through March 16, 2005)
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$ |
55.20 |
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$ |
54.51 |
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On March 16, 2005, the last reported sales price of the
Common Stock on the NYSE was $55.20 per share. As of
February 14, 2005, there were approximately
634,785,397 shares of Common Stock outstanding. We urge you
to obtain current market information for the Securities, to the
extent available, and the Common Stock before making any
decision to surrender your Securities pursuant to the Option.
2.5 Redemption. The Securities are not
redeemable by the Company prior to April 15, 2008.
Beginning on April 15, 2008, the Securities are redeemable
for cash at any time at the option of the Company, in whole or
in part, at a redemption price equal to 100% of the principal
amount plus accrued and unpaid interest to, but excluding, the
date of redemption.
2.6 Change in Control. The Securities may be
redeemed at the option of the Holder if there is a Change in
Control (as defined in the Indenture) occurring at any time on
or before April 15, 2008 at a redemption price equal to
100% of the principal amount plus accrued and unpaid interest
to, but excluding, the date of redemption.
2.7 Ranking. The Securities are unsecured and
unsubordinated obligations of the Company and are fully and
unconditionally guaranteed on an unsecured and unsubordinated
basis by Carnival plc. The Securities and the guarantee rank
equal in right of payment with all of the Companys and
Carnival plcs existing and future unsecured and
unsubordinated indebtedness, respectively. The Securities and
the guarantee are effectively subordinated to all existing and
future indebtedness and other liabilities of the Companys
and Carnival plcs subsidiaries, respectively. The
Securities and the guarantee are effectively subordinated to all
existing and future secured indebtedness of the Company and
Carnival plc, respectively, to the extent of any such security.
2.8 Conditions. The purchase by the Company
of Securities as to which a Purchase Notice has been delivered
and not properly withdrawn is conditioned upon the Holders
delivering the Securities, together with necessary endorsements,
to the Paying Agent at the same time as, or at any time after,
delivery of the Purchase Notice.
3. Procedures to be Followed by Holders Electing to
Surrender Securities for Purchase. Holders will not be
entitled to receive the Purchase Price for their Securities
unless they validly deliver a Purchase Notice
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and related materials to the Paying Agent prior to midnight, New
York City time, on the Purchase Date and do not withdraw such
Purchase Notice on or before midnight, New York City time, on
the Purchase Date. Additionally, Holders will not be eligible to
receive the Purchase Price until such time as any certificates
representing the surrendered Securities are delivered to the
Paying Agent. Only registered Holders are authorized to
surrender their Securities for purchase. Holders may surrender
some or all of their Securities; however, any Securities
surrendered must be in $1,000 principal amount or an integral
multiple thereof.
If Holders do not validly deliver a Purchase Notice before
midnight, New York City time, on the Purchase Date, their
Securities will remain outstanding subject their terms and the
terms of the Indenture.
3.1 Method of Delivery. The method of
delivery of Securities, the related Purchase Notice and all
other required documents, including delivery through DTC and
acceptance through DTCs Automatic Tenders over the
Participant Terminal System (PTS), is at the
election and risk of the person surrendering such Securities and
delivering such Purchase Notice and, except as expressly
otherwise provided in the Purchase Notice, delivery will be
deemed made only when actually received by the Paying Agent. The
date of any postmark or other indication of when a Security or
the Purchase Notice was sent will not be taken into account in
determining whether such materials were timely received. If such
delivery is by mail, it is suggested that Holders use properly
insured, registered mail with return receipt requested, and that
Holders mail the required documents sufficiently in advance of
the Purchase Date to permit delivery to the Paying Agent prior
to midnight, New York City time, on the Purchase Date.
3.2 Purchase Notice. Pursuant to the
Indenture, the Purchase Notice must contain:
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the certificate number(s) of the Securities being delivered for
purchase; |
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the portion of the principal amount of the Securities to be
purchased, which portion must be in principal amounts of $1,000
or an integral multiple thereof; and |
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a statement that such Securities shall be purchased as of the
Purchase Date pursuant to the terms and conditions specified in
the Indenture and the section of the Securities titled
Repurchase by the Company at the Option of the
Holder. |
3.3 Delivery of Securities.
Securities in Certificated Form. To receive the Purchase
Price, Holders of Securities in certificated form must deliver
to the Paying Agent the Securities with respect to which a
Purchase Notice, or a copy thereof, has been delivered, before
midnight, New York City time, on the Purchase Date. Holders may
validly surrender Securities without delivering the certificates
representing such Securities. However, Holders will not be
eligible to receive the Purchase Price until such time as the
certificates representing any surrendered Securities are
delivered to the Paying Agent.
Securities Held Through a Custodian. A Holder whose
Securities are held by a broker, dealer, commercial bank, trust
company or other nominee must contact such nominee if such
Holder desires to surrender his or her Securities and instruct
such nominee to surrender the Securities for purchase on the
Holders behalf.
Securities in Global Form. A Holder who is a DTC
participant, may elect to surrender to the Company his or her
beneficial interest in the Securities by:
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delivering to the Paying Agents account at DTC through
DTCs book-entry system his or her beneficial interest in
the Securities prior to midnight, New York City time, on the
Purchase Date; and |
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electronically transmitting his or her acceptance through
DTCs PTS, subject to the terms and procedures of that
system. In surrendering through PTS, the electronic instructions
sent to DTC by the Holder, and transmitted by DTC to the Paying
Agent will acknowledge, on behalf of DTC and the Holder, receipt
by the Holder of and agreement to be bound by the Purchase
Notice. |
Securities and the Purchase Notice must be delivered to the
Paying Agent to collect payment. Delivery of documents to DTC,
the Company or Carnival plc does not constitute delivery to the
Paying Agent.
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HOLDERS THAT SURRENDER THROUGH DTC NEED NOT SUBMIT A PHYSICAL
PURCHASE NOTICE TO THE PAYING AGENT IF SUCH HOLDERS COMPLY WITH
THE TRANSMITTAL PROCEDURES OF DTC.
4. Right of Withdrawal. Securities surrendered for
purchase may be withdrawn at any time prior to midnight, New
York City time, on the Purchase Date. In order to withdraw
Securities, Holders must deliver to the Paying Agent written
notice, substantially in the form enclosed herewith, containing:
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the certificate number(s) and principal amount of the Securities
with respect to which such notice of withdrawal is being
submitted; |
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the principal amount, if any, of such Securities which remain
subject to the original Purchase Notice and which have been or
will be delivered for purchase by the Company; and |
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the Holders signature, in the same manner as the original
signature on the Purchase Notice by which such Securities were
surrendered for purchase. |
The signature on the notice of withdrawal must be guaranteed by
an Eligible Institution (as defined in Rule 17Ad-15 of the
Securities Exchange Act of 1934, as amended (the Exchange
Act)) unless such Securities have been surrendered for
purchase for the account of an Eligible Institution. Any
properly withdrawn Securities will be deemed not validly
surrendered for purposes of the Option. Securities withdrawn
from the Option may be resurrendered by following the surrender
procedures described in Section 3 above.
HOLDERS THAT WITHDRAW THROUGH DTC NEED NOT SUBMIT A PHYSICAL
NOTICE OF WITHDRAWAL TO THE PAYING AGENT IF SUCH HOLDERS COMPLY
WITH THE WITHDRAWAL PROCEDURES OF DTC.
5. Payment for Surrendered Securities. We will pay
for validly surrendered Securities promptly following the
expiration of the Option. We will forward to the Paying Agent,
no later than 11:00 a.m., New York City time, on the
Payment Date, the appropriate amount of funds required to pay
the Purchase Price for the surrendered Securities. The Paying
Agent will then promptly distribute the cash to each Holder who
validly surrendered Securities. A Holder must deliver the
Holders Securities to the Paying Agent before the Paying
Agent will distribute the Purchase Price to the Holder.
The total amount of funds required by the Company to purchase
all of the Securities is $605,997,980 (assuming all of the
Securities are validly surrendered for purchase and accepted for
payment). In the event any Securities are surrendered and
accepted for payment, the Company intends to use available cash
and borrowings under its credit facilities to purchase the
Securities.
6. Securities Acquired. Any Securities purchased by
the Company pursuant to the Option will be cancelled by the
Trustee pursuant to the terms of the Indenture.
7. Plans or Proposals of the Company and Carnival
plc. Other than as described herein, the Company and
Carnival plc currently have no plans which would be material to
a Holders decision to surrender Securities for purchase in
the Option, which relate to or which would result in:
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any extraordinary transaction, such as a merger, reorganization
or liquidation, involving the Company, Carnival plc or any of
their respective subsidiaries; |
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any purchase, sale or transfer of a material amount of assets of
the Company, Carnival plc or any of their respective
subsidiaries; |
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any material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company or Carnival plc; |
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any change in the present board of directors or management of
the Company or Carnival plc, including, but not limited to, any
plans or proposals to change the number or the term of directors
or to fill any existing vacancies on the board or to change any
material term of the employment contract of any executive
officer; or |
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any other material change in the corporate structure or business
of the Company or Carnival plc. |
Carnival Corporation and Carnival plc Stock Repurchase
Program. On October 25, 2004, the Company and Carnival
plc announced their capital deployment plan, with the respective
boards of directors authorizing the repurchase of up to an
initial $1 billion of shares of Carnival Corporation and
Carnival plc and approving an increase in the quarterly dividend
on the Common Stock by 20% to $0.15 per share. The stock
repurchase will take place from time to time in open market or
privately negotiated transactions in accordance with all
applicable laws, rules and regulations. The stock repurchase
program reflects Carnival Corporation and Carnival plcs
continued strong cash flow and was also in response to the
Standard & Poors index float adjustment scheduled
to be implemented in March and September 2005. Following the
S&P float adjustment companies will be weighted in the
S&P Index by reference to the free float and not the total
number of shares outstanding and this may result in possible
increased sales volume of the Companys Common Stock.
Carnival Corporation and Carnival plc believe that during the
course of this process attractive purchase opportunities may
arise and this authority puts them in a position to react
accordingly. The stock repurchase plan will apply to both the
Common Stock and Carnival plc ordinary shares traded on the
London Stock Exchange, and repurchases may be made by either
Carnival Corporation or Carnival plc. However, under the DLC
equalization agreement, Carnival Corporation and Carnival plc
would be permitted to repurchase Carnival plc shares only after
April 17, 2005, and up to five percent a year for the next
three years. These purchase restrictions were agreed upon at the
time of the DLC transaction in order to protect Carnival plc
shareholder interests. In addition, the repurchase of Carnival
plc shares requires Carnival plc shareholder approval and
Carnival Corporation and Carnival plc intend to seek approval of
a general authority to make purchases at the next annual meeting
scheduled for April 2005.
8. Source and Amount of Funds or Other
Consideration. The Company expects to fund the Purchase
Price from available cash on hand and borrowings under the
Companys $1.4 billion Revolving Credit Agreement,
dated as of June 26, 2001, and amended and restated as of
November 17, 2003, among the Company, any additional
borrowers party thereto, Carnival plc, as guarantor, JPMorgan
Chase Bank, as Agent, and each of the other banks or other
institutions party thereto (the Credit Agreement).
The Credit Agreement matures in June 2006 and currently bears
interest at USD LIBOR plus 20 bps, which interest rate
spread over the base rate will vary based on changes to Carnival
Corporations senior unsecured debt ratings, and provides
for an undrawn facility fee of ten bps. Carnival
Corporations U.S. dollar commercial paper program is
supported by the Credit Agreement and, accordingly, any amounts
outstanding under its commercial paper program (none at
March 16, 2005), effectively reduce the aggregate amount
available under the Credit Agreement, leaving approximately
$1.4 billion available for borrowing thereunder as of
March 16, 2005.
9. Interests of Directors, Executive Officers and
Affiliates of the Company and Carnival plc in the
Securities. Except as set forth below, to the knowledge of
each of the Company and Carnival plc:
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none of the Company, Carnival plc or their respective executive
officers, directors, subsidiaries or other affiliates has any
beneficial interest in the Securities; |
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none of the officers or directors of the subsidiaries of the
Company or Carnival plc has any beneficial interest in the
Securities; |
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the Company will not purchase any Securities from such
persons; and |
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during the 60 days preceding the date of this Company
Notice, none of the Company, Carnival plc or their respective
officers, directors or affiliates has engaged in any
transactions in the Securities. |
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A list of the directors and executive officers of each of
Carnival plc and the Company is attached to this Company Notice
as Annex A.
In connection with his or her services to the Company and its
affiliates, each of our directors and executive officers is a
party to ordinary course stock option, restricted stock unit
and/or restricted stock plans or other arrangements involving
the Common Stock. Except as disclosed herein, none of the
Company, Carnival plc or, to their knowledge, any of their
respective affiliates, directors or executive officers, is a
party to any contract, arrangement, understanding or agreement
with any other person relating, directly or indirectly, to the
Option or with respect to any of the securities of the Company
or Carnival plc, including, but not limited to, any contract,
arrangement, understanding or agreement concerning the transfer
or the voting of the securities, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees
against loss or the giving or withholding of proxies, consents
or authorizations.
Micky Arison, Chairman and Chief Executive Officer of each of
Carnival Corporation and Carnival plc, certain other members of
the Arison family and trusts for their benefit (collectively,
the Principal Shareholders), beneficially owned, as
of February 14, 2005, shares representing approximately
38.3% of the voting power of Carnival Corporation and
approximately 30.2% of the combined voting power of Carnival
Corporation and Carnival plc.
Mr. Arison, members of the Arison family and certain
related entities, have entered into plans under Rule 10b5-1
under the Exchange Act under which they have sold approximately
35 million shares of Common Stock in brokers
transactions for tax planning, estate planning and
diversification purposes.
In addition, on February 18, 2005, Carnival Corporation
& plc announced that certain trusts whose beneficiaries are
members of the Arison family (other than Mr. Arison) have
advised it that they plan to sell up to 17 million shares
of Common Stock over a period of up to two years in market
sales, representing up to approximately 2% of the total combined
voting power of Carnival Corporation and Carnival plc. The
sellers have advised Carnival Corporation & plc that they
are selling for tax planning, estate planning and
diversification purposes. In connection with the sales, the
sellers have entered or will enter into plans under Rule 10b5-1
under the Exchange Act to sell these shares of the
Companys Common Stock.
If all the shares covered by the above-described plans are sold,
the Principal Shareholders will remain beneficial owners of
approximately 230 million shares, constituting
approximately 28.6% of the total combined voting rights of
Carnival Corporation and Carnival plc.
10. Purchases of Securities by the Company, Carnival plc
and their Respective Affiliates. Each of the Company,
Carnival plc and their respective affiliates, including their
respective executive officers and directors, are prohibited
under applicable United States federal securities laws from
purchasing Securities (or the right to purchase Securities)
other than through the Option until at least the tenth business
day after the Purchase Date. Following such time, if any
Securities remain outstanding, the Company, Carnival plc and
their respective affiliates may purchase Securities in the open
market, in private transactions, through a subsequent tender
offer, or otherwise, any of which may be consummated at purchase
prices higher or lower than the Purchase Price. Any decision to
purchase Securities after the Option, if any, will depend upon
many factors, including the market price of the Securities, the
amount of Securities surrendered for purchase pursuant to the
Option, the market price of the Common Stock, the business and
financial position of Carnival plc and the Company, and general
economic and market conditions.
11. Material United States Tax Considerations.
U.S. Federal Income Tax Considerations. The
following discussion, which is for general information only, is
a summary of the material U.S. federal income tax
considerations relating to the surrender of Securities for
purchase pursuant to the Option. This discussion does not
purport to be a complete analysis of all potential tax effects
of the Option. This summary is based upon laws, regulations,
rulings and decisions currently in effect, all of which are
subject to change or differing interpretations at any time,
possibly with retroactive effect. Moreover, this summary applies
only to Holders who hold Securities as capital
assets within the meaning of Section 1221 of the
Internal Revenue Code of
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1986, as amended (the Code), and does not purport to
deal with persons in special tax situations, such as financial
institutions, insurance companies, regulated investment
companies, tax exempt investors, dealers in securities and
currencies, U.S. expatriates, persons holding Securities as
a position in a straddle, hedge,
conversion or other integrated transaction for tax
purposes, persons who own, directly or indirectly, 10% or more
of our voting power, or U.S. Holders (as defined below)
whose functional currency is not the U.S. dollar. Further,
this discussion does not address the consequences under
U.S. federal estate or gift tax laws or the laws of any
U.S. state or locality or any foreign jurisdiction.
For purposes of this discussion, a U.S. Holder
means a beneficial owner of Securities that is, for
U.S. federal income tax purposes: a citizen or resident of
the United States; a corporation (or other entity that has
elected to be treated as a corporation) created or organized in
or under the laws of the United States or any political
subdivision thereof; an estate the income of which is subject to
U.S. federal income tax regardless of its source; a trust
if a court within the United States is able to exercise primary
jurisdiction over its administration and one or more
U.S. persons have authority to control all of its
substantial decisions; and certain electing trusts that were in
existence and treated as U.S. trusts on August 20,
1996. As used herein, the term non-U.S. Holder
means a beneficial owner of Securities, other than a
partnership, that is not a U.S. Holder as defined above.
The tax treatment of a partnership that holds Securities will
generally depend on the status of the partners and the
activities of the partnership. Holders that are partnerships
should consult their own tax advisors about the
U.S. federal income tax consequences of surrendering
Securities pursuant to the Option.
Sale of Securities Pursuant to the Option
U.S. Holders. A U.S. Holder who receives cash in
exchange for Securities pursuant to the Option will recognize
taxable gain or loss equal to the difference between
(i) the amount of cash received, and (ii) the
Holders adjusted tax basis in the Securities surrendered.
A U.S. Holders adjusted tax basis in the Securities
will generally equal the U.S. Holders cost of the
Securities. Subject to the market discount rules discussed
below, such gain or loss generally will be capital gain or loss,
and will be long-term capital gain or loss if the Holder held
the Securities for more than one year. Long-term capital gain of
non-corporate taxpayers is generally subject to a maximum tax
rate of 15%. The deductibility of capital losses is subject to
limitations.
A U.S. Holder who acquired Securities at a market discount
generally will be required to treat any gain recognized upon the
purchase of its Securities pursuant to the Option as ordinary
income rather than capital gain to the extent of the accrued
market discount, unless the U.S. Holder elected to include
market discount in income as it accrued. Subject to a de minimis
exception, market discount generally equals the
excess, if any, of the adjusted issue price (the sum
of the issue price of the Securities and the aggregate amount of
original issue discount includible in gross income by all prior
holders of the Securities) of the Securities at the time
acquired by the Holder over the Holders initial tax basis
in the Securities.
Sale of Securities Pursuant to the Option
Non-U.S. Holders. A non-U.S. Holder who receives
cash in exchange for Securities pursuant to the Option generally
will not be subject to U.S. federal income tax on any gain
recognized, unless (a) the gain is effectively connected
with the conduct by such non-U.S. Holder of a trade or
business, or, in the case of a treaty resident, is attributable
to a permanent establishment or a fixed base, in the United
States, or (b) such non-U.S. Holder is an individual
who is present in the U.S. for 183 days or more in the
taxable year of disposition and certain other conditions are
met, in which case the gain will be taxable in the same manner
as described above with respect to U.S. Holders.
Backup Withholding. Under the backup withholding
provisions of the Code, a U.S. Holder who surrenders
Securities for purchase will generally be subject to backup
withholding at the rate of 28% of any gross payment if such
Holder fails to provide a certified Taxpayer Identification
Number (Employer Identification Number or Social Security
Number). U.S. Holders electing to surrender Securities
should complete the Substitute Form W-9 which is part of
the Purchase Notice and attach it to the Securities being
surrendered. If you are a U.S. Holder exempt from backup
withholding under the Code, please provide your Taxpayer
Identification Number and so indicate in Part 2 of the
Substitute Form W-9. If a non-U.S. Holder holds
Securities through the non-U.S. office of a
non-U.S. related broker or financial institution, backup
withholding and information reporting generally will not be
required. Information reporting, and possibly
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backup withholding, may apply if the Securities are held by a
non-U.S. Holder through a U.S. broker or financial
institution or the U.S. office of a non-U.S. broker or
financial institution and the non-U.S. Holder fails to
provide appropriate information (on Form W-8BEN or other
applicable form). Non-U.S. Holders should consult their tax
advisors with respect to the application of
U.S. information reporting and backup withholding rules to
the disposition of Securities pursuant to the Option.
All descriptions of tax considerations are for Holders
guidance only and are not tax advice. The Company recommends
that Holders consult with their tax and financial advisors with
respect to the tax consequences of surrendering Securities for
purchase, including the applicability and effect of state, local
and foreign tax laws, before surrendering their Securities for
purchase.
12. Additional Information. The Company and Carnival
plc are subject to the reporting and other informational
requirements of the Exchange Act and, in accordance therewith,
file reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Section of the SEC
located at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington D.C. 20549. Copies of such material can
be obtained from the Public Reference Section of the SEC at
prescribed rates. Such material may also be accessed
electronically by means of the SECs home page on the
Internet at www.sec.gov. Such reports and other information
concerning the Company may also be inspected at the offices of
the NYSE located at 20 Broad Street, New York, New York
10005.
The Company has filed with the SEC a Tender Offer Statement on
Schedule TO-I, pursuant to Section 13(e)(4) of the
Exchange Act and Rule 13e-4 promulgated thereunder,
furnishing certain information with respect to the Option. The
Tender Offer Statement on Schedule TO-I, together with any
exhibits and any amendments thereto, may be examined and copies
may be obtained at the same places and in the same manner as set
forth above.
The documents listed below contain important information about
the Securities, the Company, Carnival plc and their financial
condition.
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The joint Annual Report on Form 10-K of the Company and
Carnival plc for the fiscal year ended November 30,
2004, filed on February 14, 2004; |
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All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by
the Form 10-K mentioned above; |
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All documents filed with the SEC by the Company and Carnival plc
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act subsequent to the date of this Company Notice; |
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The description of the Securities set forth in the
Companys registration statement on Form S-3 (file no.
333-62950); |
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The description of Carnival plcs guarantee of the
Securities set forth in the joint Registration Statement on
Form S-3/ F-3 of Carnival Corporation and Carnival plc
(file no. 333-106293); and |
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The description of the Common Stock set forth in the joint
Registration Statement on Form S-3/ F-3 of Carnival
Corporation and Carnival plc (file no. 333-106293). |
In the event of conflicting information in these documents, the
information in the latest filed documents should be considered
correct.
13. No Solicitations. The Company has not employed
any persons to make solicitations or recommendations in
connection with the Option.
14. Definitions. All capitalized terms used but not
specifically defined herein shall have the meanings given to
such terms in the Indenture.
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15. Conflicts. In the event of any conflict between
this Company Notice and the accompanying Purchase Notice on the
one hand and the terms of the Indenture or any applicable laws
on the other hand, the terms of the Indenture or applicable
laws, as the case may be, will control.
None of the Company, Carnival plc or their respective
boards of directors or employees are making any recommendation
to any Holder as to whether to surrender or refrain from
surrendering Securities for purchase pursuant to this Company
Notice. Each Holder must make his or her own decision whether to
surrender his or her Securities for purchase and, if so, the
principal amount of Securities to surrender based on their own
assessment of current market value and other relevant
factors.
March 18, 2005
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Annex A
EXECUTIVE OFFICERS
Richard D. Ames, Senior Vice President, Management Advisory
Services
Micky Arison, Chairman of the Board and Chief Executive Officer
Alan Buckelew, President of Princess and Chief Operating Officer
of Cunard
Gerald R. Cahill, Executive Vice President and Chief
Financial Officer
Pamela C. Conover, Senior Vice President, Shared Services
Robert H. Dickinson, President and Chief Executive Officer of
Carnival Cruise Lines and Director
Pier Luigi Foschi, Chairman and Chief Executive Officer, Costa
Crociere, S.p.A. and Director
Howard S. Frank, Vice Chairman of the Board and Chief
Operating Officer
Ian J. Gaunt, Senior Vice President International
Stein Kruse, President and Chief Executive Officer of Holland
America Line Inc.
Arnaldo Perez, Senior Vice President, General Counsel and
Secretary
Peter Ratcliffe, Chief Executive Officer of P&O Princess
Cruises International and Director
BOARD OF DIRECTORS
Micky Arison
Richard G. Capen, Jr.
Robert H. Dickinson
Arnold W. Donald
Pier Luigi Foschi
Howard S. Frank
Richard J. Glasier
Baroness Hogg
A. Kirk Lanterman
Modesto A. Maidique
John P. McNulty
Sir John Parker
Peter Ratcliffe
Stuart Subotnick
Uzi Zucker
The business address of each of the persons listed above is c/ o
Carnival Corporation, Carnival Place,
3655 N.W. 87th
Avenue, Miami, Florida, 33178-2428, telephone number:
(305) 590-2600.
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