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): December 1, 1999
CARNIVAL CORPORATION
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(Exact name of registrant as specified in its charter)
Republic of Panama 1-9610 59-1562976
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3655 N.W. 87th Avenue, Miami, Florida 33178-2428
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (305) 599-2600
Item 5. Other Events.
On December 1, 1999, Carnival Corporation (the "Company") announced
that it intends to commence a cash tender offer to purchase all of the
outstanding shares of NCL Holding ASA, a Norwegian company ("NCL"), whose
ordinary shares are traded on the Oslo Stock Exchange. The offer price is NOK 30
per share.
The Company has not entered into any agreement concerning a possible
acquisition of NCL. No assurance can be given that there will be a positive
response to the Company's proposal, that any agreement relating to the purchase
of NCL will be entered into or that an acquisition of NCL by the Company will be
consummated.
On December 1, 1999, the Company issued the press release attached
hereto as Exhibit 99.1. On December 2, 1999, the Company sent the letter
attached hereto as Exhibit 99.2 to NCL. The press release and the letter are
incorporated herein by reference.
Item 7. Exhibits.
Exhibit Number
(Referenced to Item 601
of Regulation S-K) Description of Exhibit
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99.1 Press Release dated December 1, 1999.
99.2 Letter dated December 2, 1999.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: December 2, 1999
CARNIVAL CORPORATION
By: /s/ Gerald R. Cahill
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Name: Gerald R. Cahill
Title: Senior Vice President &
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release dated December 1, 1999.
99.2 Letter dated December 2, 1999.
Exhibit 99.1
CONTACT: Tim Gallagher FOR IMMEDIATE RELEASE
CARNIVAL CORPORATION WILL COMMENCE ALL CASH TENDER OFFER OF
NOK 30 PER SHARE FOR NCL HOLDING ASA
IN USD 1.7 BILLION TRANSACTION
Offers NCL Shareholders Premium of Approximately 40% Over 30-Day Average Closing
Price
Carnival to Maintain NCL Name and Autonomous Operations, As with Other Carnival
Corporation Brands
Consumers to Benefit from Combined Company's Broad Range of Travel, Leisure and
Vacation Choices
Proposed Acquisition to Build on Carnival Corporation's Ties to Norway
MIAMI (12/01/99) - Carnival Corporation (NYSE: CCL) today announced
that it will commence a cash tender offer to purchase all of the outstanding
shares of NCL Holding ASA (OSLO: NCL) at NOK 30 per share. The offer represents
a 32.2% premium over NCL's per share closing price on Tuesday, November 30,
1999, and an approximate 40 % premium over NCL's 30-day average closing price.
The acquisition is not expected to be dilutive to Carnival's earnings
per share in 2000 and is expected to become accretive to Carnival's EPS
beginning in 2001.
According to Carnival Corporation Chairman and CEO Micky Arison, "NCL
provides cruise vacation products that have been present in the leisure travel
industry for many years. However, the company stands to achieve greater success
under the Carnival Corporation umbrella, which will provide NCL with economies
of scale, greater access to capital, marketing and operating expertise and
stronger credibility in the leisure and vacation industry."
He added that Carnival Corporation's management approach has been to
maintain the identity of its various brands and to allow them to operate
autonomously under their own
managements. "Cruise lines acquired by Carnival Corporation have become larger,
more profitable companies with greater capacity and an increased number of
employees following acquisition," said Arison.
He also pointed out that Carnival Corporation already has ties to
Norway through its Seabourn Cruise brand, founded by Norwegian entrepreneur Atle
Brynestad who sits on Carnival's board of directors, through the employment of
many Norwegian officers and crew and the Norwegian flagging of some of its
vessels.
The tender offer is scheduled to expire on December 22, 1999, at 1600
hours Oslo time. Completion of the offer is conditioned upon Carnival's
receiving acceptances of a majority of the shares and the receipt of all
corporate, regulatory and government approvals and other customary conditions
found in transactions of this type, including the expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. No assurance can be given that the foregoing conditions will be satisfied
or that the transaction will be finalized.
The tender offer, when initiated, will not be made directly or
indirectly in or into the United States, Japan, Canada and Australia, and the
offer documents will not be distributed in the United States, Japan, Canada and
Australia. In addition, the tender offer will not extend to the American
Depository Shares or American Depositary Receipts of NCL. If Carnival acquires
40% or more of all outstanding shares of NCL, Carnival will be required under
Norwegian law to make a tender offer for all outstanding NCL shares, including
shares underlying American Depositary Shares and American Depository Receipts.
Christiania Markets in Oslo is serving as financial advisor to Carnival
Corporation on this transaction.
Miami-based Carnival Corporation is comprised of Carnival Cruise Lines,
the worlds' largest cruise line based on passengers carried, Holland America
Line, Windstar Cruises, Cunard Line Limited, which operates the Cunard and
Seabourn cruise brands, and interests in Costa Cruises and Airtours plc.
Combined, Carnival Corporation's various brands operate 45 ships in the
Caribbean, Alaska, Europe and other worldwide destinations. Additional
information is available at the Carnival Corporation web site located at
www.carnivalcorp.com.
NCL operates two cruise brands, Norwegian Cruise Line in the
contemporary segment of the cruise industry and Orient Line in the premium
segment, with a total combined fleet of nine ships. In addition, the company is
a joint venture partner (50%) in Norwegian Capricorn
Line which operates in Australia. The companies offer cruise itineraries ranging
from three to 15 days, calling at destinations in the Caribbean, Bermuda, the
Bahamas, Mexico, Alaska, Europe, Hawaii, New England, Central and South America,
Antarctica, Africa, Australia and New Zealand. The company has a new
2,000-passenger ship on order, the Norwegian Sun, expected to be delivered in
2001.
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NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may
cause the actual results, performances or achievements of Carnival Corporation
to be materially different from any future results, performances or achievements
expressed or implied by such forward-looking statements. Such factors include
general economic and business conditions; increases in cruise industry capacity
and competition; changes in tax and other laws and regulations affecting
Carnival and other factors which are described in further detail in Carnival's
filings with the Securities and Exchange Commission.
Exhibit 99.2
December 3, 1999
Mr. Kristian Siem
Chairman of the Board
NCL Holding ASA
Haakon VII's gt 1
0161 Oslo, NORWAY
Dear Kristian:
As you know from our discussion, Carnival Corporation is extremely interested in
acquiring NCL Holding ASA. We believe that NCL stands to achieve greater success
in the leisure travel industry under the Carnival Corporation umbrella, which
can provide economies of scale, greater access to capital and marketing and
operating expertise.
We are prepared to discuss a transaction directly with you and the Board of
Directors of NCL. We were disappointed that you were unwilling to meet with us
to pursue our proposed acquisition. However, because of the compelling strategic
opportunities presented to us by this transaction and the substantial benefits
that will accrue to your stockholders, we believe that we must present our offer
directly to NCL shareholders without delay.
Accordingly, Carnival yesterday publicly announced its intention to commence an
all-cash offer to purchase all the outstanding shares of NCL at NOK 30 per
share. This represents a 32.2% premium over NCL's per-share closing price of NOK
22.70 on November 30, 1999, and an approximate 40% premium over NCL's average
closing price for the 30-day period ending November 30, 1999.
The offer price of NOK 30 per share represents a very fair and realistic
valuation of NCL. Your shareholders would receive a substantial cash premium.
You should also know that we have secured full financing for the transaction.
It is our intention to maintain the NCL brand name and for the company to
operate under separate management, as has been the strategy with other brands
acquired by Carnival Corporation. Furthermore, as you know, each of the
companies we acquired has become larger and more profitable, with greater
capacity and an increased number of employees following acquisition, and we
envision NCL following that same path under the Carnival Corporation umbrella.
Howard Frank and I will be in Oslo this weekend and will be available to meet
with you and your board of directors should you wish to have such a meeting. We
remain ready to meet at any time to discuss the various aspects of our proposed
transaction.
Sincerely,
Micky Arison
Chairman & CEO
cc: NCL Holding ASA Board of Directors