-----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, DA/eepFwxzfr8TimtDcFVjSMLH+QVAUhW28OWt+TJgpIWKGC3PLPTwiXaPBxTkUt 4ERZY1i9qOHHnAnIirHWPQ== 0000950142-03-000820.txt : 20030430 0000950142-03-000820.hdr.sgml : 20030430 20030430151355 ACCESSION NUMBER: 0000950142-03-000820 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030430 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL PLC CENTRAL INDEX KEY: 0001125259 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15136 FILM NUMBER: 03672625 BUSINESS ADDRESS: STREET 1: 77 NEW OXFORD ST CITY: LONDON WC1A 1PP ENGL STATE: X0 ZIP: 00000 MAIL ADDRESS: STREET 1: 77 NEW OXFORD ST CITY: LONDON STATE: X0 FORMER COMPANY: FORMER CONFORMED NAME: P&O PRINCESS CRUISES PLC DATE OF NAME CHANGE: 20000929 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: 1934 Act SEC FILE NUMBER: 001-09610 FILM NUMBER: 03672624 BUSINESS ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178-2428 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 form8k_043003.txt FORM 8-K CURRENT REPORT 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 30, 2003 CARNIVAL CORPORATION CARNIVAL PLC -------------------- ------------ (Exact name of registrant (Exact name of registrant as specified in its charter) as specified in its charter) REPUBLIC OF PANAMA ENGLAND AND WALES ------------------ ----------------- (State or other jurisdiction (State or other jurisdiction of incorporation) of incorporation) I-9610 I-15136 ------ ------- (Commission File Number) (Commission File Number) 59-1562976 NONE ---------- ---- (I.R.S. Employer (I.R.S. Employer Identification No.) Identification No.) 3655 N.W. 87TH AVENUE, 3655 N.W. 87TH AVENUE, MIAMI, FLORIDA 33178-2428 MIAMI, FLORIDA 33178-2428 ------------------------- ------------------------- (Address of principal executive (Address of principal executive offices) offices) (305) 599-2600 (305) 599-2600 -------------- -------------- (Registrant's telephone number, (Registrant's telephone number, including area code) including area code) Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On April 30, 2003, Carnival Corporation issued a press release relating to the closing of its private placement of its convertible senior debentures due 2033, which resulted in $500 million in gross proceeds to Carnival Corporation. The press release relating to the closing of the transaction is attached as Exhibit 99.1 to this report and is incorporated in this item by reference. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release of Carnival Corporation dated April 30, 2003 2 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Date: April 30, 2003 CARNIVAL CORPORATION By: /s/ Arnaldo Perez --------------------------------------- Name: Arnaldo Perez Title: Senior Vice President, General Counsel and Secretary Date: April 30, 2003 CARNIVAL PLC By: /s/ Gerald R. Cahill --------------------------------------- Name: Gerald R. Cahill Title: Senior Vice President Finance and Chief Financial Officer 3 Exhibit List EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release of Carnival Corporation dated April 30, 2003. 4 EX-99 3 ex991-form8k_043003.txt EXHIBIT 99.1 EXHIBIT 99.1 ------------ CONTACT: TIM GALLAGHER FOR IMMEDIATE RELEASE - ----------------------- ---------------------- CARNIVAL CORPORATION CLOSES CONVERTIBLE SENIOR DEBENTURE OFFERING MIAMI (04/30/03) - Carnival Corporation (NYSE:CCL) today announced the completion of the previously announced private placement of its convertible senior debentures due 2033, which resulted in gross proceeds to the company of $500 million. In connection with the offering, the initial purchaser has not yet exercised its over-allotment option to purchase additional convertible senior debentures due 2033, which would, if exercised in full, result in additional gross proceeds to the company of $75 million. The debentures and the Carnival plc (LSE: CCL, NYSE: CUK) (formerly P&O Princess Cruises plc) guarantee provided therewith were 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, including financing Carnival Corporation's shipbuilding program and other capital commitments. None of the convertible senior debentures, the Carnival plc guarantee or the shares of common stock issuable upon conversion of the debentures have been registered under the Securities Act, and such securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. This communication is directed only at persons outside the United Kingdom and may not be acted upon by persons in the United Kingdom. ********************************* NOTE: Cautionary note concerning factors that may affect future results Certain statements in this announcement are "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Carnival Corporation & plc have tried, wherever possible, to identify such statements by using words such as "will," "may," "anticipate," "estimates," "assume," "believe," "expect," "forecast," "future," "intend," "plans" and words and terms of similar substance in connection with any discussion of future operating or financial performance. Because forward-looking statements, including those which may impact the forecasting of Carnival Corporation's & plc's net revenue yields, booking levels, pricing, occupancy, operating, financing and tax costs, estimates of ship depreciable lives and residual values, or business prospects, involve risks and uncertainties, there are many factors that could cause Carnival Corporation's & plc's actual results, performance or achievements to differ materially from those expressed or implied by such forward-looking statements. 2 Such factors include, among others, the following: general economic and business conditions, which may impact levels of disposable income of consumers and the net revenue yields for Carnival Corporation's & plc's cruise brands; conditions in the cruise and land-based vacation industries, including vacation industry competition and increases in capacity offered by cruise ship and land-based vacation alternatives; effects on consumer demand of the international political and economic climate, and armed conflict, terrorist attacks, adverse publicity and the availability of air service; continued availability of attractive port destinations; changes in environmental, health, safety, security and other regulatory regimes under which Carnival operates; Carnival Corporation's & plc's ability to obtain financing on terms that are favorable or consistent with their expectations; Carnival Corporation's & plc's financial and contractual counterparties' ability to perform; Carnival Corporation's & plc's ability to implement their shipbuilding programs and brand strategies and to continue to expand their businesses worldwide; Carnival Corporation's & plc's ability to attract and retain shipboard crew and maintain good relations with employee unions; the impact of changes in operating and financing costs, including changes in foreign currency and interest rates and increases in food, fuel, insurance and security costs; weather patterns and natural disasters; accidents and other incidents at sea affecting the health, safety, security and vacation satisfaction of passengers; Carnival Corporation's & plc's ability to successfully implement cost improvement plans and to integrate business acquisitions; the continuing financial viability of Carnival Corporation's & plc's travel agent distribution system; and the ability of a small group of shareholders effectively to control the outcome of shareholder voting. Forward-looking statements should not be relied upon as a prediction of actual results. Subject to any continuing obligations under applicable laws, Carnival Corporation & plc expressly disclaim any obligation to disseminate any updates or revisions to any such forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. For investor relations, please contact Beth Roberts, Tel: 1-305-599-2600, ext. 19066, and for media inquiries, please contact Tim Gallagher, Tel: 1-305-599- 2600, ext. 16000, Carnival Corporation, Carnival Place, 3655 N.W. 87 Avenue, Miami, Florida 33178-2428. -----END PRIVACY-ENHANCED MESSAGE-----