UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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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): October 24, 2002
CARNIVAL CORPORATION
(Exact name of registrant as specified in its charter)
Republic of Panama 1-9610 59-1562976
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3655 N.W. 87/th/ Avenue, Miami, Florida 33178-2428
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (305) 599-2600
Item 5. Other Events and Regulation FD Disclosure.
On October 24, 2002, Carnival Corporation (the "Registrant") issued a
press release relating to its pre-conditional proposal to enter into a dual
listed company structure with P&O Princess Cruises plc ("P&O Princess"), which
will be coupled with an offer to exchange up to 20% of P&O Princess' issued
Ordinary Shares for shares of the Common Stock of Carnival. The press release
relating to the proposal 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
Exhibit Exhibit Description
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99.1 Press Release of the Registrant dated October 24, 2002.
99.2 Form of Offer and Implementation Agreement between the Registrant
and P&O Princess.
99.3 Form of Third Amended and Restated Articles of Incorporation of
the Registrant.
99.4 Form of Amended and Restated Bylaws of the Registrant.
99.5 Form of Memorandum of Association of P&O Princess.
99.6 Form of Articles of Association of P&O Princess.
99.7 Form of Equalization and Governance Agreement between the
Registrant and P&O Princess.
99.8 Form of Carnival Deed Poll Guarantee by the Registrant in favor of
creditors.
99.9 Form of P&O Princess Deed Poll Guarantee by P&O Princess in favor
of creditors.
99.10 Form of Carnival Deed Poll by the Registrant in favor of P&O
Princess Shareholders.
99.11 Form of SVC Special Voting Deed.
2
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: October 24, 2002
CARNIVAL CORPORATION
By: /s/ Gerald R. Cahill
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Gerald R. Cahill
Senior Vice President Finance and
Chief Financial Officer
Exhibit List
Exhibit Description
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99.1 Press Release of the Registrant dated October 24, 2002.
99.2 Form of Offer and Implementation Agreement, between the Registrant
and P&O Princess.
99.3 Form of Third Amended and Restated Articles of Incorporation of the
Registrant.
99.4 Form of Amended and Restated Bylaws of the Registrant.
99.5 Form of Memorandum of Association of P&O Princess.
99.6 Form of Articles of Association of P&O Princess.
99.7 Form of Equalization and Governance Agreement between the
Registrant and P&O Princess.
99.8 Form of Carnival Deed Poll Guarantee by the Registrant in favor of
creditors.
99.9 Form of P&O Princess Deed Poll Guarantee by P&O Princess in favor
of creditors.
99.10 Form of Carnival Deed Poll by the Registrant in favor of P&O
Princess Shareholders.
99.11 Form of SVC Special Voting Deed.