UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): April 17, 2003
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CARNIVAL CORPORATION CARNIVAL PLC
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(Exact name of Registrant as (Exact name of Registrant as
specified in its charter) specified in its charter)
Panama England and Wales
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(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
1-9610 1-15136
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(Commission File Number) (Commission File Number)
59-1562976 None
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(IRS Employer Identification Number) (IRS Employer Identification Number)
3655 N.W. 87/th/ Avenue 3655 N.W. 87/th/ Avenue
Miami, Florida 33178-2428 Miami, Florida 33178-2428
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(Address of principal executive (Address of principal executive
offices) offices)
(zip code) (zip code)
(305) 599-2600 (305) 599-2600
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(Registrants telephone number, (Registrants telephone number,
including area code) including area code)
None P&O Princess Cruises plc
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(Former name or former address, (Former name or former address,
if changed since last report) if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
Resignation of KPMG Audit Plc.
On April 17, 2003, KPMG Audit Plc ("KPMG") resigned as the independent
public accountants for Carnival plc. The audit reports of KPMG on Carnival plc's
consolidated financial statements for the fiscal years ended December 31, 2002
and December 31, 2001 contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles, except that:
. KPMG's audit reports expressed an opinion on the fair presentation of
Carnival plc's consolidated financial statements in conformity with
generally accepted accounting principles in the United Kingdom and
contained separate paragraphs stating that accounting principles
generally accepted in the United Kingdom vary in certain significant
respects from those accepted in the United States of America and that
application of accounting principles generally accepted in the United
States of America would have affected the results of operations and
shareholders' funds reported on to the extent summarized in note 28 to
the consolidated financial statements; and
. KPMG's audit report dated February 6, 2003 on the consolidated
financial statements for the fiscal years ended December 31, 2002 and
December 31, 2001 contained a separate paragraph referring to Carnival
plc's adoption of FRS 19 Deferred Tax and the consequent restatement of
the consolidated financial statements for each of the two fiscal years
ended December 31, 2001.
In connection with its audits for the fiscal years ended December 31, 2002 and
December 31, 2001, there were no disagreements with KPMG on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements, if not resolved to the satisfaction of
KPMG, would have caused it to make reference thereto in its reports on the
financial statements for such periods. Carnival plc has provided KPMG with a
copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of KPMG's
letter, dated April 17, 2003, stating its agreement with such statements.
Engagement of PricewaterhouseCoopers LLP.
On April 17, 2003, Carnival plc engaged PricewaterhouseCoopers LLP to
serve as its independent public accountants for the fiscal year ended November
30, 2003 (see Item 8 below), subject to shareholder approval. The decision to
engage PricewaterhouseCoopers LLP was approved by the audit committee of the
board of directors of Carnival plc.
During the years ended December 31, 2002 and 2001 and through the date
hereof, Carnival plc did not consult PricewaterhouseCoopers LLP with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the
type of audit opinion that might be rendered on Carnival plc's financial
statements, or any other matters or reportable events as set forth in Item
304(a)(1)(v) of Regulation S-K.
Item 5. Other Events and Regulation FD Disclosure.
Completion of the Dual Listed Company Transaction.
On April 17, 2003, the Registrants completed a dual listed company
transaction (the "DLC Transaction") pursuant to the Offer and Implementation
Agreement entered into as of January 8, 2003. The DLC Transaction was approved
by the shareholders of Carnival Corporation at a special meeting held on April
14, 2003 and by a special resolution of the shareholders of Carnival plc
(formerly P&O Princess Cruises plc) at an extraordinary general meeting held on
April 16, 2003. The DLC Transaction was effected through contractual
arrangements and amendments to each company's constitutional documents, which
included the adoption of new Articles of Incorporation by Carnival Corporation
and new Articles of Association by Carnival plc and the amendment of the By-laws
of Carnival Corporation and the Memorandum of Association of Carnival plc.
Under the dual listed company structure, the two Registrants are
managed and operated as if they were a single economic enterprise, with
identical boards of directors and a single senior executive management team,
while remaining separate companies with separate stock exchange listings and
index participations. The two Registrants will pursue a common set of business
objectives established by the identical boards and single management team, who
will evaluate these strategies and other operational decisions from the
perspective of all shareholders.
Name Change of P&O Princess Cruises plc.
On completion of the DLC Transaction, P&O Princess Cruises plc changed
its name to Carnival plc. The name change was approved by the shareholders of
P&O Princess Cruises plc in connection with their approval of the DLC
Transaction. The name change is intended to communicate that, as a result of the
DLC Transaction, the two Registrants combined their management and operations as
if they were a single economic enterprise.
On April 17, 2003, the Registrants issued a press release announcing
the completion of the DLC Transaction and the change of P&O Princess Cruises
plc's name to Carnival plc. A second press release was also issued on April 17,
2003 revising the proration factor disclosed in the first release. The press
releases are attached as Exhibit 99.1 and Exhibit 99.2 to this Current Report on
Form 8-K, and are incorporated herein by reference.
Item 7 (c). Financial Statements and Exhibits.
3.1 Carnival Corporation Third Amended and Restated Articles of
Incorporation.
3.2 Carnival Corporation Amended and Restated By-laws.
3.3 Carnival plc Amended Articles of Association.
3.4 Carnival plc Amended Memorandum of Association.
4.1 Pairing Agreement.
4.2 Voting Trust Deed.
4.3 SVE Special Voting Deed
16.1 Letter of KPMG Audit Plc dated April 17, 2003.
99.1 Press Release of Carnival Corporation and Carnival plc dated April 17,
2003.
99.2 Press Release of Carnival Corporation and Carnival plc dated April 17,
2003.
Item 8. Change in Fiscal Year.
On completion of the DLC Transaction, Carnival plc changed its
financial year end from December 31 to November 30 so that it would be the same
as Carnival Corporation's financial year end. Henceforth, the two Registrants
will file with the Securities and Exchange Commission, in satisfaction of their
reporting obligations in the United States, consolidated quarterly and annual
reports in accordance with the rules applicable to U.S. domestic reporting
companies. The Registrants intend to publish consolidated financial statements
denominated in U.S. dollars and prepared in accordance with U.S. GAAP. The
Registrants are accounting for the DLC Transaction as a purchase of Carnival plc
by Carnival Corporation pursuant to Statement of Financial Accounting
Standards No. 141, and the consolidated quarterly report for the quarter ended
May 31, 2003 will include quarterly and semi-annual financial information for
Carnival Corporation and financial information from the acquisition date of
April 17, 2003 through May 31, 2003 for Carnival plc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
CARNIVAL CORPORATION
Date: April 17, 2003 By: /s/ Arnaldo Perez
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Name: Arnaldo Perez
Title: Senior Vice President,
General Counsel and Secretary
CARNIVAL PLC
Date: April 17, 2003 By: /s/ Gerald R. Cahill
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Name: Gerald R. Cahill
Title: Chief Financial Officer
Exhibit List
Exhibit Description
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3.1 Carnival Corporation Third Amended and Restated Articles of
Incorporation.
3.2 Carnival Corporation Amended and Restated By-laws.
3.3 Carnival plc Amended Articles of Association.
3.4 Carnival plc Amended Memorandum of Association.
4.1 Pairing Agreement.
4.2 Voting Trust Deed.
4.3 SVE Special Voting Deed
16.1 Letter of KPMG Audit Plc dated April 17, 2003.
99.1 Press Release of Carnival Corporation and Carnival plc dated April 17,
2003.
99.2 Press Release of Carnival Corporation and Carnival plc dated April 17,
2003.