As filed with the Securities and Exchange Commission on April 17, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CARNIVAL PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES NONE
(State or other jurisdiction of (IRS Employer Identification No.)
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)
Carnival Cruise Lines, Inc. 1987 Stock Option Plan
Carnival Corporation 1992 Stock Option Plan
Carnival Corporation 1993 Outside Directors' Stock Option Plan
Carnival Corporation 1993 Employee Stock Purchase Plan
Carnival Corporation 2001 Outside Director Stock Option Plan
Carnival Corporation 2002 Stock Plan
(Full title of plans)
Arnaldo Perez, Esq.
Senior Vice President, General Counsel and Secretary
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(Name and address of agent for service)
(305) 599-2600
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
===============================================================================================================================
Proposed Maximum Proposed Maximum
Title of Amount to be Offering Price Aggregate Offering Amount of
Securities to be Registered Registered Per Share Price Registration Fee
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Carnival plc, special voting share, 1 N/A N/A N/A (4)
(pound) 1.00 par value (1)
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Trust shares of beneficial interest 55,143,012 (5) N/A N/A N/A (4)
in the P&O Princess Special Voting
Trust (2) (3)
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(1) Represents one special voting share of Carnival plc issued to the P&O
Princess Special Voting Trust in connection with the dual listed
company transaction entered into by Carnival plc and Carnival
Corporation.
(2) Represents trust shares of beneficial interest in the P&O Princess
Special Voting Trust. In connection with the dual listed company
transaction, one trust share is paired with each share of common stock,
par value $0.01, of Carnival Corporation ("Carnival Corporation Common
Stock") and is not transferable separately from the share of Carnival
Corporation Common Stock.
(3) Each of the employee benefit plans of Carnival Corporation described
above (collectively, the "Plans") relates to restricted Carnival
Corporation Common Stock or stock options exercisable into shares of
Carnival Corporation Common Stock. Upon each issuance of shares of
Carnival Corporation Common Stock in connection with the Plans,
participants will be issued a certificate or certificates representing
both the shares of Carnival Corporation Common Stock and an equivalent
number of trust shares (which represent a beneficial interest in the
special voting share of Carnival plc).
(4) Participants in the Plans will not pay any separate consideration in
respect of the trust shares (and the beneficial interest in the special
voting share of Carnival plc) and Carnival plc will not receive any
cash or other consideration in respect of the trust shares (and the
beneficial interest in the special voting share of Carnival plc).
Accordingly, no registration fee is payable.
(5) This Registration Statement also relates to such indeterminate number
of additional trust shares (and the related beneficial interests in the
special voting share of Carnival plc) as may be issuable as a result of
stock splits, stock dividends or additional similar transactions with
respect to shares of Carnival Corporation Common Stock.
EXPLANATORY NOTE
On April 17, 2003, Carnival plc, formerly known as P&O Princess Cruises
plc (the "Company" or the "Registrant"), completed a dual listed company, or
"DLC", transaction with Carnival Corporation. As part of the DLC transaction,
the Company issued a special voting share and transferred such share to the
trustee of the P&O Princess Special Voting Trust, a trust established under the
laws of the Cayman Islands. Trust shares of beneficial interest in the P&O
Princess Special Voting Trust were transferred to Carnival Corporation. The
trust shares represent a beneficial interest in the Carnival plc special voting
share. Immediately following the transfer, Carnival Corporation distributed such
trust shares by way of a dividend to holders of shares of common stock of
Carnival Corporation ("Carnival Corporation Common Stock"). Pursuant to the
Pairing Agreement (the "Pairing Agreement"), dated as of April 17, 2003, between
Carnival Corporation, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee of the P&O Princess Special Voting Trust and SunTrust Bank, as transfer
agent, the trust shares of beneficial interest in the P&O Princess Special
Voting Trust are paired with, and evidenced by, certificates representing shares
of Carnival Corporation Common Stock on a one-for-one basis. In addition, under
the Pairing Agreement, when a share of Carnival Corporation Common Stock is
issued to a recipient after the closing of the DLC transaction, a paired trust
share will be issued at the same time to the same recipient. Each share of
Carnival Corporation Common Stock and the paired trust share may not be
transferred separately. The Carnival Corporation Common Stock and the trust
shares (including the beneficial interest in the Carnival plc special voting
share) are listed and trade together on the New York Stock Exchange under the
ticker symbol "CCL".
Upon each issuance of shares of Carnival Corporation Common Stock under
the employee benefit plans described on the cover page of this Registration
Statement (collectively, the "Plans"), participants will be issued a certificate
or certificates representing both the shares of Carnival Corporation Common
Stock and an equivalent number of trust shares (which represent a beneficial
interest in the special voting share of Carnival plc). Previously, Carnival
Corporation filed Registration Statements on Form S-8 to register the issuance
of shares of Carnival Corporation Common Stock under the Plans. Carnival plc is
filing this registration statement to register the Carnival plc special voting
share and the trust shares of beneficial interest in the P&O Princess Special
Voting Trust that may be issued in connection with the Plans.
The Section 10(a) prospectus being delivered by the Company to
participants in the Plans, as required by Rule 428 under the Securities Act of
1933, has been prepared in accordance with the requirements of Form S-8 under
the Securities Act and relates to shares of Carnival Corporation Common Stock,
the trust shares of beneficial interest in the P&O Princess Special Voting
Trust, and the Carnival plc special voting share. The information related to the
Plans required in the Section 10(a) prospectus is included in documents being
maintained and delivered by Carnival Corporation and the Company as required by
Rule 428 under the Securities Act. The Company will provide to participants in
the Plans a written statement advising them of the availability, without charge,
upon written or oral request, of documents incorporated by reference herein, as
is required by Item 2 of Part I of Form S-8.
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PART I
INFORMATION REQUIRED IN
THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION
Not required to be filed in this Registration Statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Not required to be filed in this Registration Statement.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
1. The Company's Annual Report on Form 20-F for the fiscal year
ended December 31, 2002;
2. The joint current report on Form 8-K of the Company and
Carnival Corporation, filed on April 17, 2003; and
3. The description of the Carnival plc special voting share and
the trust shares of beneficial interest in the P&O Princess Special Voting Trust
contained in the Company's Registration Statement on Form 8-A, filed on March
20, 2003 and amended on April 9, 2003 and April 11, 2003.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities registered pursuant to this Registration Statement have been sold or
which deregister all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
documents which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 288 of the Company's articles of association provides, subject
to the provisions of the UK Companies Act 1985, that without prejudice to any
indemnity to which a director may otherwise be entitled, every director or other
officer of the Company or Carnival Corporation shall be indemnified out of the
assets of the Company against any liability incurred by him to the fullest
extent permitted by law. Under the UK Companies Act 1985, a UK company is not
permitted to indemnify a director or officer of the company (or any person
employed by the company as an auditor) against any liability in respect of any
negligence, default, breach of duty or breach of trust of which he may be guilty
in relation to the company. UK companies, however, may (i) purchase and maintain
liability insurance for officers and directors; and (ii) indemnify officers and
directors against any liability incurred by him either in defending any
proceedings in which judgment is given in his favour or he is acquitted, or in
connection with the court granting him relief from liability in the case of
honest and reasonable conduct.
The Company has entered into agreements with each of its directors
providing essentially the same indemnities as are described in the Company's
articles of association as described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
The Exhibit Index is hereby incorporated by reference.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
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(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Miami, State of Florida, on April 17, 2003.
CARNIVAL PLC
By: /s/ Micky Arison
---------------------------------------
Micky Arison
Chairman of the Board of Directors and
Chief Executive Officer
Each of the undersigned directors and officers of Carnival plc hereby
severally constitutes and appoints Howard S. Frank, Gerald R. Cahill or Arnaldo
Perez, and each of them, as attorneys-in-fact for the undersigned, in any and
all capacities, with full power of substitution, to sign any amendments to this
Registration Statement (including post-effective amendments), and to file the
same with exhibits thereto and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that each said attorney-in-fact, or any of them,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Micky Arison
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Micky Arison Director, Chairman of the April 17, 2003
Board and Chief Executive
Officer (Principal Executive
Officer)
/s/ Howard S. Frank
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Howard S. Frank Director, Vice-Chairman of April 17, 2003
the Board and Chief
Operating Officer
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Gerald R. Cahill
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Gerald R. Cahill Senior Vice President-- April 17, 2003
Finance and Chief Financial
and Accounting Officer
(Principal Financial Officer
and Principal Accounting
Officer)
/s/ Robert H. Dickinson
-----------------------------
Robert H. Dickinson Director April 17, 2003
/s/ Pier Luigi Foschi
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Pier Luigi Foschi Director April 17, 2003
/s/ A. Kirk Lanterman
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A. Kirk Lanterman Director April 17, 2003
/s/ Peter G. Ratcliffe
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Peter G. Ratcliffe Director April 17, 2003
-----------------------------
Stuart Subotnick Director
/s/ Richard G. Capen, Jr.
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Richard G. Capen, Jr. Director April 17, 2003
/s/ Arnold W. Donald
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Arnold W. Donald Director April 17, 2003
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SIGNATURE TITLE DATE
--------- ----- ----
/s/ Baroness Hogg
-----------------------------
Baroness Hogg Director April 17, 2003
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Modesto A. Maidique Director
/s/ Sir John Parker
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Sir John Parker Director April 17, 2003
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Uzi Zucker Director
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Exhibit Index
EXHIBIT DESCRIPTION
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4.1 Articles of Association of Carnival plc (incorporated by
reference to the joint current report on Form 8-K of the
Company and Carnival Corporation, filed on April 17, 2003).
4.2 Memorandum of Association of Carnival plc (incorporated by
reference to the joint current report on Form 8-K of the
Company and Carnival Corporation, filed on April 17, 2003).
4.3 Voting Trust Deed, dated April 17, 2003, between Carnival
Corporation and The Law Debenture Trust Corporation (Cayman)
Limited, as trustee (incorporated by reference to the joint
current report on Form 8-K of the Company and Carnival
Corporation, filed on April 17, 2003).
4.4 Pairing Agreement, dated as of April 17, 2003, between
Carnival Corporation, The Law Debenture Trust Corporation
(Cayman) Limited, as trustee, and SunTrust Bank, as transfer
agent (incorporated by reference to the joint current report
on Form 8-K of the Company and Carnival Corporation, filed on
April 17, 2003).
4.5 SVE Special Voting Deed, dated as of April 17, 2003, between
Carnival Corporation, DLS SVC Limited, P&O Princess Cruises,
plc, The Law Debenture Trust Corporation (Cayman) Limited, as
trustee, and The Law Debenture Trust Corporation, P.L.C.
(incorporated by reference to the joint current report on Form
8-K of the Company and Carnival Corporation, filed on April
17, 2003).
5.1 Opinion of Freshfields Bruckhaus Deringer.
5.2 Opinion of Maples and Calder.
23.1 Consent of Freshfields Bruckhaus Deringer (included with
Exhibit 5.1).
23.2 Consent of Maples and Calder (included with Exhibit 5.2).
23.3 Consent of KPMG Audit plc, chartered accountants and
registered auditor.
24.1 Powers of Attorney (included on the signature pages hereof).
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