POS AM 1 posam1_forms3.txt POST EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 2003 REGISTRATION NO. 333-74190 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ CARNIVAL CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) REPUBLIC OF PANAMA 59-1562976 (STATE OR OTHER JURISDICTI (I.R.S. EMPLOYER IDENTIFICATION NO.) OF INCORPORATION OR ORGANIZATION) 3655 N.W. 87TH AVENUE MIAMI, FLORIDA 33178-2428 (305) 599-2600 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ARNALDO PEREZ, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CARNIVAL CORPORATION 3655 N.W. 87TH AVENUE MIAMI, FLORIDA 33178-2428 (305) 599-2600 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) COPIES TO: JOHN C. KENNEDY, ESQ. PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 1285 AVENUE OF THE AMERICAS NEW YORK, NY 10019 (212) 373-3000 ______________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: Not applicable. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box. [_] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: _________ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: _________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] _______________ ================================================================================ EXPLANATORY NOTE Pursuant to a Registration Statement on Form S-3 (File No. 333-74190) (the "Registration Statement"), Carnival Corporation (the "Company") registered the resale (the "Offering") by the selling securityholders named therein of (i) up to $1,051,175,000 aggregate principal amount of Liquid Yield Option(TM) Notes due 2021 (the "LYONs") and (ii) up to 17,446,000 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company (plus an indeterminate number of additional shares of Common Stock that could be issued upon conversion of the LYONs as a result of conversion price adjustments). The Registration Statement was declared effective on December 6, 2001. The Company is no longer required to keep the Registration Statement effective pursuant to the terms of the Registration Rights Agreement, dated as of October 24, 2001, among the Company, Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner and Smith Incorporated. Accordingly, this Post-Effective Amendment No. 1 to the Registration Statement is being filed for the purpose of withdrawing from registration the LYONs and shares of Common Stock that were not sold in the Offering. _____________________________ ((TM)) Trademark of Merrill Lynch & Co., Inc. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 24, 2003. CARNIVAL CORPORATION By: /s/ Gerald R. Cahill --------------------------------------- Name: Gerald R. Cahill Title: Senior Vice President - Finance and Chief Financial and Accounting Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Post Effective Amendment No. 1 to the Registration Statement has been signed on October 24, 2003 by the following persons in the capacities indicated.
SIGNATURES TITLE DATE ---------- ----- ---- * Director, Chairman of the Board October 24, 2003 ----------------------------- and Chief Executive Officer Micky Arison (Principal Executive Officer) * Director, Vice-Chairman of the October 24, 2003 ----------------------------- Board and Chief Operating Howard S. Frank Officer /s/ Gerald R. Cahill Senior Vice President--Finance October 24, 2003 ----------------------------- and Chief Financial and Gerald R. Cahill Accounting Officer (Principal Financial Officer and Principal Accounting Officer) * Director October 24, 2003 ----------------------------- Robert H. Dickinson /s/ Pier Luigi Foschi Director October 24, 2003 ----------------------------- Pier Luigi Foschi
SIGNATURES TITLE DATE ---------- ----- ---- * Director October 24, 2003 ----------------------------- A. Kirk Lanterman Director October __, 2003 ----------------------------- Peter G. Ratcliffe * Director October 24, 2003 ----------------------------- Stuart Subotnick /s/ Richard G. Capen, Jr. Director October 24, 2003 ----------------------------- Richard G. Capen, Jr. * Director October 24, 2003 ----------------------------- Arnold W. Donald Director October __, 2003 ----------------------------- Baroness Hogg Director October __, 2003 ----------------------------- Modesto A. Maidique Director October __, 2003 ----------------------------- John P. McNulty Director October __, 2003 ----------------------------- Sir John Parker Director October __, 2003 ----------------------------- Uzi Zucker * By: /s/ Gerald R. Cahill ----------------------------- Gerald R. Cahill Attorney-in-Fact