-----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, OMUyx2yJDImxoxf3HA0LQET7X2YjPoqBLhHecaUgg/Bo2hfF4U2Ydc8b0bhXJ+8T /zcDuYEyLVCwBAL51RIlfg== 0000950142-01-500015.txt : 20010430 0000950142-01-500015.hdr.sgml : 20010430 ACCESSION NUMBER: 0000950142-01-500015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010420 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010427 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL CORP CENTRAL INDEX KEY: 0000815097 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 591562976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09610 FILM NUMBER: 1613555 BUSINESS ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178 BUSINESS PHONE: 3055992600 MAIL ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: CARNIVAL CRUISE LINES INC DATE OF NAME CHANGE: 19920703 8-K 1 form8-k.txt FORM 8-K CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2001 CARNIVAL CORPORATION (Exact name of registrant as specified in its charter) Republic of Panama 1-9610 59-1562976 - ---------------------------- ----------------------- ------------------- (State or other jurisdiction (Commission File Number (I.R.S. Employer of incorporation) File Number) Identification No.) 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 - -------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (305) 599-2600 Page 2 ITEM 5. OTHER EVENTS On April 20, 2001, Carnival Corporation issued the press releases attached as Exhibit 99.1 and 99.2. On April 25, 2001, Carnival Corporation issued the press release attached as Exhibit 99.3 of this report. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS EXHIBIT NUMBER TITLE - -------------- ----- 99.1 Press Release of Carnival Corporation dated April 20, 2001. 99.2 Press Release of Carnival Corporation dated April 20, 2001. 99.3 Press Release of Carnival Corporation dated April 25, 2001. Page 3 SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 27, 2001 CARNIVAL CORPORATION By: /s/ Gerald R. Cahill --------------------------------------- Name: Gerald R. Cahill Title: Senior Vice President-Finance and Chief Financial and Accounting Officer Page 4 EXHIBIT LIST ------------ EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release of Carnival Corporation dated April 20, 2001. 99.2 Press Release of Carnival Corporation dated April 20, 2001. 99.3 Press Release of Carnival Corporation dated April 25, 2001 EX-99 2 exhibit99-1.txt EXHIBIT 99.1 CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE --------------------- CARNIVAL CORPORATION PRICES CONVERTIBLE NOTE OFFERING MIAMI (04/20/01) - Carnival Corporation (NYSE:CCL) today announced that it has priced an offering of $400 million in aggregate principal amount of its 2 percent convertible notes due 2021. In connection with the offering, Carnival has granted to the placement agent an over-allotment option to purchase up to an additional $100 million in aggregate principal amount of notes. The notes will be issued in an offering exempt from registration under the Securities Act of 1933. Net proceeds from the offering will be used for general corporate purposes. The notes will be convertible into Carnival common stock under specified circumstances at a conversion price of $39.14 per share, representing a 40 percent premium over the closing price of Carnival common stock on the New York Stock Exchange on April 19, 2001. The offering is expected to close on April 25, 2001. The securities offered will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. ************************************** NOTE: Statements in this press release relating to matters that are not historical facts are forward-looking statements. All forward-looking statements, including those which may impact the forecasting of Carnival Corporation's net revenue yields, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performances or achievements of Carnival Corporation to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions; increases in cruise industry capacity and competition; the ability of the company to implement its shipbuilding program and to continue to expand its business outside the North American market; incidents involving cruise ships; impact of pending or threatened litigation; changes in tax and other laws and regulations affecting Carnival and other factors which are described in further detail in Carnival's filings with the Securities and Exchange Commission. ### EX-99 3 exhibit99-2.txt EXHIBIT 99.2 CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE --------------------- CARNIVAL CORPORATION INCREASES CONVERTIBLE NOTE OFFERING MIAMI (04/20/01) - Carnival Corporation (NYSE:CCL) announced that it has increased the size of its offering of 2 percent convertible senior notes due 2021 from $400 million in aggregate principal amount to $500 million in aggregate principal amount. The convertible notes have a yield to maturity of 2 percent and are convertible into Carnival common stock at a conversion price of $39.14 per share, representing a 40 percent premium over the common stock closing price on April 19, 2001. The placement agent's over-allotment option remains $100 million in aggregate principal amount. The securities offered will not be registered under the Securities Act of 1933 and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act. ************************************** NOTE: Statements in this press release relating to matters that are not historical facts are forward-looking statements. All forward-looking statements, including those which may impact the forecasting of Carnival Corporation's net revenue yields, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performances or achievements of Carnival Corporation to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions; increases in cruise industry capacity and competition; the ability of the company to implement its shipbuilding program and to continue to expand its business outside the North American market; incidents involving cruise ships; impact of pending or threatened litigation; changes in tax and other laws and regulations affecting Carnival and other factors which are described in further detail in Carnival's filings with the Securities and Exchange Commission. ### EX-99 4 exhibit99-3.txt EXHIBIT 99.3 CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE --------------------- CARNIVAL CORPORATION COMPLETES CONVERTIBLE DEBENTURE OFFERING MIAMI (04/25/01) - Carnival Corporation (NYSE: CCL) today announced the completion of the previously announced private placement of $600 million aggregate principal amount of its 2 percent convertible senior debentures due 2021. This amount includes $100 million principal amount sold pursuant to an over-allotment option granted by the company. Proceeds will be used for general corporate purposes, including the repayment of short-term indebtedness. The debentures were issued in an offering exempt from registration under the Securities Act of 1933. The debentures have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. ************************************** NOTE: Statements in this press release relating to matters that are not historical facts are forward-looking statements. All forward-looking statements, including those which may impact the forecasting of Carnival Corporation's net revenue yields, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performances or achievements of Carnival Corporation to be materially different from any future results, performances or achievements expressed or implied by such forward-looking statements. Such factors include general economic and business conditions; increases in cruise industry capacity and competition; the ability of the company to implement its shipbuilding program and to continue to expand its business outside the North American market; incidents involving cruise ships; impact of pending or threatened litigation; changes in tax and other laws and regulations affecting Carnival and other factors which are described in further detail in Carnival's filings with the Securities and Exchange Commission. ### -----END PRIVACY-ENHANCED MESSAGE-----