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): January 8, 2003
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. 87th 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 January 8, 2003, Carnival Corporation (the "Registrant") issued a
press release with respect to the proposed implementation of a dual listed
company structure with P&O Princess Cruises plc ("P&O Princess") and related
offer to exchange up to 20% of P&O Princess' outstanding ordinary shares for
shares of the common stock of the Registrant.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit Exhibit Description
99.1 Press Release of the Registrant dated January 8, 2002.
99.2 Offer and Implementation Agreement, dated January 8, 2003, between
the Registrant and P&O Princess.
99.3 Form of Equalization and Governance Agreement between the
Registrant and P&O Princess.
99.4 Form of SVE Special Voting Deed.
99.5 Form of Third Amended and Restated Articles of Incorporation of
the Registrant.
99.6 Form of Amended and Restated By-laws of the Registrant.
99.7 Form of Amended Memorandum of Association of P&O Princess.
99.8 Form of Amended Articles of Association of P&O Princess.
99.9 Form of Carnival Deed of Guarantee between the Registrant and P&O
Princess in favor of creditors.
99.10 Form of P&O Princess Deed of Guarantee between the Registrant and
P&O Princess in favor of creditors.
99.11 Form of Carnival Deed by the Registrant in favor of P&O Princess
shareholders.
99.12 Directors of the Registrant and P&O Princess.
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: January 8, 2003
CARNIVAL CORPORATION
By: /s/ Kenneth D. Dubbin
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Kenneth D. Dubbin
Vice President
Exhibit List
Exhibit Exhibit Description
99.1 Press Release of the Registrant dated January 8, 2002.
99.2 Offer and Implementation Agreement, dated January 8, 2003, between
the Registrant and P&O Princess.
99.3 Form of Equalization and Governance Agreement between the
Registrant and P&O Princess.
99.4 Form of SVE Special Voting Deed.
99.5 Form of Third Amended and Restated Articles of Incorporation of
the Registrant.
99.6 Form of Amended and Restated By-laws of the Registrant.
99.7 Form of Amended Memorandum of Association of P&O Princess.
99.8 Form of Amended Articles of Association of P&O Princess.
99.9 Form of Carnival Deed of Guarantee between the Registrant and P&O
Princess in favor of creditors.
99.10 Form of P&O Princess Deed of Guarantee between the Registrant and
P&O Princess in favor of creditors.
99.11 Form of Carnival Deed by the Registrant in favor of P&O Princess
shareholders.
99.12 Directors of the Registrant and P&O Princess.