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): February 27, 2004
Carnival Corporation Carnival plc
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
Republic of Panama England and Wales
(State or other jurisdiction (State or other jurisdiction
of incorporation) of incorporation)
1-9610 1-15136
(Commission File Number) (Commission File Number)
59-1562976 None
(I.R.S. Employer (I.R.S. Employer
Identification No.) Identification No.)
3655 N.W. 87th Avenue Carnival House, 5 Gainsford Street,
Miami, Florida 33178-2428, London SE1 2NE, United Kingdom
(Address of principal executive (Address of principal executive
offices) offices)
(zip code) (zip code)
(305) 599-2600 011 44 20 7940 5381
(Registrant's telephone number, (Registrant's telephone number,
including area code) including area code)
None None
(Former name and former address, (Former name and former address,
if changed since last report) if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 is the Carnival Corporation and Carnival
plc (formerly known as P&O Princess Cruises plc) (together, "Carnival
Corporation & plc") combined fiscal 2003 unaudited pro forma financial
information, that gives pro forma effect to the dual listed company ("DLC")
transaction, completed on April 17, 2003, between such companies, which
implemented Carnival Corporation & Carnival plc's DLC structure. This pro forma
information has been presented in accordance with Article ll of the Securities
and Exchange Commission's ("SEC") Regulation S-X, and is being filed solely in
order to comply with the SEC's pro forma financial reporting requirements.
Notice is hereby given that, as a result of a corporate reorganization
transaction completed on February 27, 2004, the P&O Princess Cruises
International Limited Deed of Guarantee, dated as of June 19, 2003 ("the
Guarantee"), was terminated pursuant to Section 5.4 (C) thereof, effective as of
February 27, 2004. The termination of the Guarantee does not have any effect on
the Carnival Corporation & plc consolidated financial statements and is being
disclosed herein solely because Section 8.3 of the Guarantee permits this notice
to be made in a Carnival Corporation and a Carnival plc Current Report on Form
8-K.
Item 7. Financial Statements, Proforma Financial Information and Exhibits.
Carnival Corporation & plc's fiscal 2003 unaudited pro forma financial
information, that gives pro forma effect to the DLC transaction, is included in
Exhibit 99.1.
Item 9. Information to be included in the Report.
Attached hereto as Exhibit 99.2 is the Carnival Corporation and Carnival
plc combined fiscal 2002 unaudited pro forma financial information, that gives
pro forma effect to the DLC transaction, which is only being furnished for
informational purposes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
By: /s/Gerald R. Cahill By: /s/Gerald R. Cahill
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Name: Gerald R. Cahill Name: Gerald R. Cahill
Title: Executive Vice President Title: Executive Vice President
and Chief Financial and and Chief Financial and
Accounting Officer Accounting Officer
Date: March 5, 2004 Date: March 5, 2004
Exhibit List
Exhibit Description
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99.1 Carnival Corporation & plc's fiscal 2003 unaudited pro forma
financial information.
99.2 Carnival Corporation & plc's fiscal 2002 unaudited pro forma
financial information.