AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 27, 2003
REGISTRATION NO. 333-74190
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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
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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. [_]
_______________
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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
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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