8-K 1 d58671_8k.txt 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): February 27, 2004 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) 1-9610 1-15136 (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 Carnival House, 5 Gainsford Street, Miami, Florida 33178-2428, London SE1 2NE, United Kingdom (Address of principal executive (Address of principal executive offices) offices) (zip code) (zip code) (305) 599-2600 011 44 20 7940 5381 (Registrant's telephone number, (Registrant's telephone number, including area code) including area code) None None (Former name and former address, (Former name and former address, if changed since last report) if changed since last report) Item 5. Other Events and Regulation FD Disclosure. Attached hereto as Exhibit 99.1 is the Carnival Corporation and Carnival plc (formerly known as P&O Princess Cruises plc) (together, "Carnival Corporation & plc") combined fiscal 2003 unaudited pro forma financial information, that gives pro forma effect to the dual listed company ("DLC") transaction, completed on April 17, 2003, between such companies, which implemented Carnival Corporation & Carnival plc's DLC structure. This pro forma information has been presented in accordance with Article ll of the Securities and Exchange Commission's ("SEC") Regulation S-X, and is being filed solely in order to comply with the SEC's pro forma financial reporting requirements. Notice is hereby given that, as a result of a corporate reorganization transaction completed on February 27, 2004, the P&O Princess Cruises International Limited Deed of Guarantee, dated as of June 19, 2003 ("the Guarantee"), was terminated pursuant to Section 5.4 (C) thereof, effective as of February 27, 2004. The termination of the Guarantee does not have any effect on the Carnival Corporation & plc consolidated financial statements and is being disclosed herein solely because Section 8.3 of the Guarantee permits this notice to be made in a Carnival Corporation and a Carnival plc Current Report on Form 8-K. Item 7. Financial Statements, Proforma Financial Information and Exhibits. Carnival Corporation & plc's fiscal 2003 unaudited pro forma financial information, that gives pro forma effect to the DLC transaction, is included in Exhibit 99.1. Item 9. Information to be included in the Report. Attached hereto as Exhibit 99.2 is the Carnival Corporation and Carnival plc combined fiscal 2002 unaudited pro forma financial information, that gives pro forma effect to the DLC transaction, which is only being furnished for informational purposes. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARNIVAL CORPORATION CARNIVAL PLC By: /s/Gerald R. Cahill By: /s/Gerald R. Cahill ------------------- ------------------- Name: Gerald R. Cahill Name: Gerald R. Cahill Title: Executive Vice President Title: Executive Vice President and Chief Financial and and Chief Financial and Accounting Officer Accounting Officer Date: March 5, 2004 Date: March 5, 2004 Exhibit List Exhibit Description ------- ----------- 99.1 Carnival Corporation & plc's fiscal 2003 unaudited pro forma financial information. 99.2 Carnival Corporation & plc's fiscal 2002 unaudited pro forma financial information.