SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(AMENDMENT NO. )*
Carnival Corporation
- --------------------------------------------------------------------------------
(Name of Company)
Common Stock, par value $0.01 per share of Carnival Corporation
Special Voting Share of Carnival plc
Trust Shares (representing beneficial interest in the
P&O Princess Special Voting Trust)
- --------------------------------------------------------------------------------
(Title of Class of Securities)
Common Stock: 143658-10-2 and 143658-30-0
Special Voting Share: G7214F-12-2
Trust Shares: 143658-30-0
- --------------------------------------------------------------------------------
(CUSIP Number)
Serena D. Moe
Citigroup Inc.
425 Park Avenue
New York, New York 10043
(212) 559-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 30, 2004
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13(d)-1(f) or 13d-1(g), check the
following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.
- ----------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, SEE the
NOTES).
SCHEDULE 13D
CUSIP No. Common Stock: 143658-10-2 and 143658-30-0
Special Voting Share: G7214F-12-2
Trust Shares: 143658-30-0
- -----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Smith Barney Corporate Trust Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
13,500*
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
71,801,025*
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,801,025*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.3%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
00
- --------------------------------------------------------------------------------
* EXCLUDES 6,015,361 SHARES THAT MAY BE DEEMED TO BE BENEFICIALLY OWNED
BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC., FOR WHICH SHARES SMITH
BARNEY CORPORATE TRUST COMPANY DISCLAIMS BENEFICIAL OWNERSHIP.
SCHEDULE 13D
CUSIP No. Common Stock: 143658-10-2 and 143658-30-0
Special Voting Share: G7214F-12-2
Trust Shares: 143658-30-0
- ----------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CITIGROUP INC.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or (e) /X/
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES --------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
6,028,861
OWNED BY --------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING --------------------------------------------------
10 SHARED DISPOSITIVE POWER
PERSON WITH
77,816,386*
**
--------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,816,386*
**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%*
**
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
HC
- --------------------------------------------------------------------------------
* INCLUDES (I) 71,801,025 SHARES BENEFICIALLY OWNED BY SMITH BARNEY CORPORATE
TRUST AND (II) 6,015,361 SHARES THAT MAY BE DEEMED TO BE BENEFICIALLY
OWNED BY CERTAIN OTHER SUBSIDIARIES OF CITIGROUP INC.
** ASSUMES CONVERSION/EXERCISE OF CERTAIN SECURITIES HELD.
As described in Item 4 below, prior to September 30, 2004, the beneficial
ownership interest that caused the filing of this Schedule 13D was held by
Cititrust (Jersey) Limited ("Cititrust"), a wholly owned subsidiary of
Citigroup Inc. The ownership interests of Cititrust were previously included
among the holdings reported in a Schedule 13D filed on April 28, 2003, as
amended by Amendment No. 1 thereto filed on July 16, 2003, as amended by
Amendment No. 2 thereto filed on August 28, 2003, as amended by Amendment No.
3 thereto filed on November 10, 2003, as amended by Amendment No. 4 thereto
filed on February 23, 2004, as amended by Amendment No. 5 thereto filed on
May 19, 2004 and as amended by Amendment No. 6 thereto filed on July 30, 2004
(the "Arison Schedule 13D"). On September 30, 2004, Smith Barney Corporate
Trust assumed beneficial ownership of the shares previously reported by
Cititrust, and this Schedule 13D amends and restates the information
previously reported by Cititrust in the Arison Schedule 13D.
ITEM 1. SECURITY AND COMPANY.
This statement on Schedule 13D relates to:
(1) Common stock, par value $0.01 per share (the "Carnival Corporation Common
Stock"), of Carnival Corporation ("Carnival Corporation" or the "Company");
(2) Special Voting Share (the "Special Voting Share") of Carnival plc
("Carnival plc"); and
(3) Trust Shares representing benefical interests in the P&O Princess Special
Voting Trust (the "Trust Shares").
As part of the dual listed company transaction between Carnival Corporation
and Carnival plc, the Trust Shares are paired with, and evidenced by
certificates representing, shares of Carnival Corporation Common Stock on a
one-to-one basis. The Trust Shares represent a beneficial interest in the
Special Voting Share. The Special Voting Share is the mechanism by which the
votes of Carnival Corporation's shareholders are reflected at meetings of
Carnival plc's shareholders. The Carnival Corporation Common Stock and Trust
Shares (including the beneficial interests in the Special Voting Share) are
listed and trade together on the New York Stock Exchange under the ticker
symbol "CCL". References to "Shares" in this Schedule 13D are to the shares
of Carnival Corporation Common Stock together with the paired Trust Shares
(which represent a beneficial interest in the Special Voting Share).
Carnival Corporation is a Panamanian corporation. Carnival plc (formerly
known as P&O Princess Cruises plc) is incorporated under the laws of England
and Wales. Both Carnival Corporation and Carnival plc maintain their
principal executive offices at 3655 N.W. 87th Avenue, Miami, Florida
33178-2428.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Schedule 13D is being filed by (i) Smith Barney Corporate Trust
Company ("Smith Barney Corporate Trust") by virtue of its designation as the
trustee of the Eternity Four Trust, formerly known as The Ted Arison 1994
Irrevocable Trust for Shari No. 1 (the "Trust") and (ii) Citigroup Inc., a
corporation chartered in Delaware ("Citigroup"), by virtue of its ownership
of all of the membership interests of Smith Barney Corporate Trust
(collectively, the "Reporting Persons" and each, a "Reporting Person").
Attached as Exhibit 99.A is information concerning each executive officer and
director of each of Smith Barney Corporate Trust and Citigroup. Exhibit 99.A
is incorporated into and made a part of this Schedule 13D.
(b) The address of the principal office of Smith Barney Corporate Trust is 824
Market Street, Wilmington, Delaware 19801. The address of the principal
office of Citigroup is 399 Park Avenue, New York, New York 10043.
(c) Smith Barney Corporate Trust's principal business is the management of
trusts and estates. Citigroup is a diversified holding company providing,
through its subsidiaries, a broad range of financial services to consumer and
corporate customers worldwide.
(d-e) On April 28, 2003 Salomon Smith Barney, Inc. ("SSB"), now named
Citigroup Global Markets, Inc., a subsidiary of Citigroup, announced final
agreements with the SEC, the National Association of Securities Dealers, the
New York Stock Exchange and the New York Attorney General (as lead state
among the 50 states, the District of Columbia and Puerto Rico) to resolve on
a civil basis all their outstanding investigations into its research and
initial public offering allocation and distribution practices.
SSB agreed to pay $300 million for retrospective relief, plus $25 million for
investor education, and has committed to spend $75 million to provide
independent third-party research to its clients at no charge. SSB also agreed
to adopt new policies and procedures to further ensure the independence of
its research and address other issues identified in the course of the
investigation. SSB reached these final settlement agreements without
admitting or denying any wrongdoing or liability. The settlements do not
establish wrongdoing or liability for purposes of any other proceeding.
Other than as described above, during the last five years, none of the
Reporting Persons or, to the best of the knowledge of the Reporting Persons,
any of the persons listed on Exhibit 99.A attached hereto, has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such
person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with respect to
such laws.
(f) Each of Smith Barney Corporate Trust and Citigroup is chartered in
Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS.
As described in Item 4 below, the Shares reported by Smith Barney Corporate
Trust in this Schedule 13D were acquired in the ordinary course of business,
primarily through its appointment as trustee of the Eternity Four Trust. The
Shares reported by Citigroup also include Shares acquired by certain
subsidiaries in the ordinary course of business using funds provided by third
party clients.
ITEM 4. PURPOSE OF TRANSACTION
Smith Barney Corporate Trust acquired the Shares in the ordinary course of
business, as a provider of various trust management services. On September
30, 2004, pursuant to the terms of a certain Resignation and Appointment
Agreement, Smith Barney Corporate Trust was appointed as the new trustee of
the Eternity Four Trust. Prior to September 30, 2004, Cititrust, JMD Delaware
Inc. and JJO Delaware Inc. served as co-trustees of the Trust. In its
capacity as trustee, Smith Barney Corporate Trust assumed control over the
71,787,525 Shares held by the Trust. Under the terms of the Trust Agreement
dated September 27, 1994, Smith Barney Corporate Trust, as trustee, shares
dispositive power with JMD Protector Inc., as the protector of the Trust (the
"Protector"). In addition, Smith Barney Corporate Trust does not have any
voting power with respect to the Shares held by the Trust.
In addition to the Shares held by the Trust, Smith Barney Corporate Trust
beneficially owns an additional 13,500 shares in other trust accounts.
Citigroup, through certain investment management subsidiaries, beneficially
owns an additional 6,015,361 Shares that are primarily held in a fiduciary
capacity on behalf of third-party clients.
Except as described in this Item 4, none of the Reporting Persons nor, to the
best knowledge of each Reporting Person, any of the persons named in Exhibit
99.A to this Schedule 13D, has formulated any plans or proposals which relate
to or would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the Company or any of its subsidiaries; (c) a sale
or transfer of a material amount of assets of the Company or any of its
subsidiaries; (d) any change in the present Board of Directors or management
of the Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Company; (f)
any other material change in the Company's business or corporate structure
including but not limited to, if the issuer if a registered closed-end
investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940; (g) changes in the Company's charter, by-laws
or instruments corresponding thereto or other actions which may impede the
acquisition or control of the Company by any person; (h) causing a class of
securities of the Company to be delisted from a national securities exchange
or cease to be authorized to be quoted in an inter-dealer quotation system of
a registered national securities association; (i) causing a class of equity
securities of the Company to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Smith Barney Corporate Trust beneficially owns 71,787,525 Shares, or
11.3% of the Shares outstanding, by virtue of being the Trustee of the Trust
as well as 13,500 shares which are held in other trust accounts. Citigroup
owns all of the membership interests of Smith Barney Corporate Trust and, as
a result, indirectly beneficially owns 71,801,025 Shares that are
beneficially owned by Smith Barney Corporate Trust. Citigroup also indirectly
beneficially owns 6,015,361 Shares beneficially owned by certain subsidiaries
of Citigroup. Citigroup's total beneficial ownership includes 77,816,386
Shares, or 12.2% of the Shares outstanding.
Each of Smith Barney Corporate Trust and Citigroup disclaims beneficial
ownership of the Shares beneficially owned by certain other Citigroup
subsidiaries.
The ownership calculations in Item 5 are based upon the holdings of the
Reporting Persons and the number of Shares outstanding at such time,
633,273,375, as indicated in SEC Form 10-Q filed by Carnival on
October 7, 2004.
(b) As noted in Item 4 above, with respect to the 71,787,525 Shares held by
the Trust, Smith Barney Corporate Trust, as trustee, does not hold sole power
over the disposition of the Shares nor does it hold sole voting power with
respect to the Shares. With respect to the other 13,500 Shares Smith Barney
Corporate Trust beneficially owns in other trust accounts, Smith Barney
Corporate Trust has the power to vote or direct the vote, and the power to
dispose or direct the disposition of all such Shares.
With respect to the additional 6,015,361 Shares that Citigroup indirectly
beneficially owns through other subsidiaries, Citigroup through its
subsidiaries has the power to vote or direct the vote, and the power to
dispose or direct the disposition of all such Shares.
(c) Other than as described in Item 4, neither the Reporting Persons nor, to
the best knowledge of each Reporting Person, any of the persons named in
Exhibit 99.A, has effected a transaction in Shares during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE COMPANY.
Except as described in Item 4 above, to the best knowledge of the Reporting
Persons, no contracts, arrangements, understandings or relationships (legal
or otherwise) exist among the persons named in Item 2 or between such persons
and any other person with respect to the securities of the Company, including
but not limited to transfer or voting of any such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, divisions of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit Description
- ------- -----------
99.A Officers and Directors of Smith Barney Corporate Trust
Company and Citigroup Inc.
99.B Joint Filing Agreement among Smith Barney Corporate Trust
Company and Citigroup Inc.
SIGNATURE
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement on Schedule 13D with respect to the undersigned is true, complete and
correct.
Dated: November 23, 2004
SMITH BARNEY CORPORATE TRUST COMPANY
By: /s/ Marianne Quinn
--------------------------------------
Name: Marianne Quinn
Title: Senior Vice President
CITIGROUP INC.
By: /s/ Serena D. Moe
--------------------------------------
Name: Serena D. Moe
Title: Assistant Secretary
EXHIBIT 99.A
EXECUTIVE OFFICERS AND DIRECTORS OF
SMITH BARNEY CORPORATE TRUST COMPANY
NAME, TITLE, AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- ---------------------------- -----------------------------------------
Paul Hatch Executive Vice President,
Director Director of Managed Accounts
United States Smith Barney Consulting Group
388 Greenwich Street
18th Floor
New York, NY 10013
Edmund Martinez President and Chief Executive Officer
Director and Smith Barney Corporate Trust Company
Executive Officer 824 Market Street
United States Suite 210
Wilmington, DE 19801
Marianne Quinn Senior Vice President
Director and Smith Barney Corporate Trust Company
Executive Officer 824 Market Street
United States Suite 210
Wilmington, DE 19801
Donna Marley First Vice President
Director and Smith Barney Corporate Trust Company
Executive Officer 824 Market Street
United States Suite 210
Wilmington, DE 19801
Norman Nabhan Managing Director, National Director
Director Smith Barney Consulting Group
United States 388 Greenwich Street
18th Floor
New York, NY 10013
Carol Fisher First Vice President
Executive Officer Manager, Trust Administration
United States Smith Barney Corporate Trust Company
824 Market Street
Suite 210
Wilmington DE 1980
EXECUTIVE OFFICERS AND DIRECTORS OF CITIGROUP INC.
Set forth below are the names, titles, business addresses, principal occupations
and citizenships of the Executive Officers and Directors of Citigroup Inc.
NAME, TITLE, AND CITIZENSHIP PRINCIPAL OCCUPATION AND BUSINESS ADDRESS
- ---------------------------- -----------------------------------------
C. Michael Armstrong Retired Chairman
Director Hughes, AT&T and Comcast Corporation
United States 1114 Avenue of the Americas
New York, NY 10036
Alain J. P. Belda Chairman and Chief Executive Officer
Director Alcoa Inc.
Brazil 390 Park Avenue
New York, NY 10022
George David Chairman and Chief Executive Officer
Director United Technologies Corporation
United States One Financial Plaza
Hartford, CT 06101
Kenneth T. Derr Chairman, Retired
Director ChevronTexaco Corporation
United States 345 California Street
San Francisco, CA 94104
John M. Deutch Institute Professor
Director Massachusetts Institute of Technology
United States 77 Massachusetts Avenue
Cambridge, MA 02139
The Honorable Gerald R. Ford Former President of the United States of America
Honorary Director 40365 Sand Dune Road
United States Rancho Mirage, CA 92270
Roberto Hernandez Ramirez Chairman of the Board
Director Banco Nacional de Mexico
Mexico Actuario Roberto Medellin No. 800
Col. Sante Fe, 01210
Mexico City, Mexico
Ann Dibble Jordan Consultant
Director 2940 Benton Place, NW
United States Washington, DC 20008-2718
Dudley C. Mecum Managing Director
Director Capricorn Holdings, LLC
United States 30 East Elm Street
Greenwich, CT 06830
Anne M. Mulcahy Chairman and Chief Executive Officer
Director Xerox Corporation
United States 800 Long Ridge Road
Stamford, CT 06904
Richard D. Parsons Chairman and Chief Executive Officer
Director Time Warner Inc.
United States One Time Warner Center
New York, NY 10019
Andrall E. Pearson Founding Chairman
Director Yum! Brands, Inc.
United States 41 Meadow Wood Drive
Greenwich, CT 06830
Charles Prince Chief Executive Officer
Director and Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
Dr. Judith Rodin Former President
Director University of Pennsylvania
United States 101 College Hall
Philadelphia, PA 19104
Robert E. Rubin Member of the Office of the Chairman
Director and Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
Franklin A. Thomas Consultant
Director TFF Study Group
United States 595 Madison Avenue
New York, NY 10022
Sanford I. Weill Chairman
Director and Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
Robert B. Willumstad President and Chief Operating Officer
Director and Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
Sir Winfried F. W. Bischoff Chairman
Executive Officer Citigroup Europe
United Kingdom and Germany 33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
David C. Bushnell Senior Risk Officer
Executive Officer Citigroup Inc.
United States 399 Park Avenue, 2nd Floor
New York, NY 10043
Michael A. Carpenter Chairman and Chief Executive Officer
Executive Officer Citigroup Global Investments
United States 399 Park Avenue
New York, NY 10043
Robert Druskin Chief Executive Officer
Executive Officer Global Corporate & Investment Banking Group
United States 388 Greenwich Street
New York, NY 10013
Stanley Fischer Vice Chairman
Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
William P. Hannon Controller and Chief Accounting Officer
Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
Michael S. Helfer General Counsel and Corporate Secretary
Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
Sallie L. Krawcheck Chief Financial Officer
Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
Marjorie Magner Chairman and Chief Executive Officer
Executive Officer Global Consumer Group
United States 399 Park Avenue
New York, NY 10043
William R. Rhodes Senior Vice Chairman
Executive Officer Citigroup Inc.
United States 399 Park Avenue
New York, NY 10043
Todd S. Thomson Chairman and Chief Executive Officer
Executive Officer Global Wealth Management Group
United States 388 Greenwich Street
New York, NY 10013
EXHIBIT 99.B
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation D of the Rules and Regulations
of the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, the undersigned agree that the attached Schedule 13D is, and
any future amendments thereto may be, filed on behalf of each of us.
Dated: November 23, 2004
SMITH BARNEY CORPORATE TRUST COMPANY
By: /s/ Marianne Quinn
--------------------------------------
Name: Marianne Quinn
Title: Senior Vice President
CITIGROUP INC.
By: /s/ Serena D. Moe
--------------------------------------
Name: Serena D. Moe
Title: Assistant Secretary
