Transaction Valuation* | Amount of Filing Fee** | ||
$605,997,980 | $71,326 | ||
* | Calculated solely for purposes of determining the filing fee. The purchase price of the 2% Convertible Senior Debentures due 2021, as described herein, is $1,010 per $1,000 principal amount outstanding. As of March 15, 2005, there was approximately $599,998,000 in aggregate principal amount at maturity outstanding, resulting in an aggregate maximum purchase price of $605,997,980. |
** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $117.70 for each $1,000,000 of the value of the transaction. |
o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid:
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Not applicable. | Filing Party: | Not applicable. | |||||||||
Form or Registration No.:
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Not applicable. | Date Filed: | Not applicable. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o
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third-party tender offer subject to Rule 14d-1 | o | going-private transaction subject to Rule 13e-3 | |||
þ
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issuer tender offer subject to Rule 13e-4 | o | amendment to Schedule 13D under Rule 13d-2 |
Item 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
Item 10. | Financial Statements. |
Item 11. | Additional Information. |
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Item 12. | Exhibits |
(a)(1)(A)
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Company Notice to Holders of Carnival Corporation 2% Convertible Senior Debentures due 2021, dated March 18, 2005 (filed herewith). | |||
(a)(1)(B)
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Form of Purchase Notice (filed herewith). | |||
(a)(1)(C)
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Form of Notice of Withdrawal (filed herewith). | |||
(a)(1)(D)
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Substitute Form W-9 (filed herewith). | |||
(b)
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Amendment and Restated Revolving Credit Agreement, dated November 17, 2003, by and among Carnival Corporation, Carnival plc, JPMorgan Chase Bank as successor to The Chase Manhattan Bank, and various other lenders, incorporated by reference to Exhibit No. 10.3 to the joint Annual Report of the Company and Carnival plc on Form 10-K for the year ended November 30, 2003, as filed with the Securities and Exchange Commission on February 25, 2004. | |||
(d)(1)
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Indenture, dated April 25, 2001 between Carnival Corporation and U.S. Bank Trust National Association (incorporated by reference to Exhibit 4.5 to the Companys Registration Statement on Form S-3 (File No. 333-62950), as filed with the Securities and Exchange Commission on June 13, 2001). | |||
(d)(2)
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First Supplemental Indenture, dated April 25, 2001 between Carnival Corporation and U.S. Bank Trust National Association incorporated by reference to Exhibit 4.6 to the Companys Registration Statement on Form S-3 (File No. 333-62950), as filed with the Securities and Exchange Commission on June 13, 2001). | |||
(d)(3)
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Carnival plc (formerly P&O Princess Cruises plc) Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc, incorporated by reference to Exhibit 4.10 to the joint registration statement on Form S-3 and F-3 of Carnival Corporation, Carnival plc and P&O Princess Cruises International Ltd. (File No. 333-106293), as filed with the Securities and Commission on June 19, 2003. | |||
(g)
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Not applicable. | |||
(h)
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Not applicable. |
Item 13. | Information Required by Schedule 13E-3 |
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Carnival Corporation |
By: | /s/ Gerald R. Cahill |
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Name: Gerald R. Cahill |
Title: |
Executive Vice President and Chief Financial Officer |
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Exhibit No. | Description | |||||
(a)(1)(A) | Company Notice to Holders of Carnival Corporation 2% Convertible Senior Debentures due 2021, dated March 18, 2005 filed herewith). | |||||
(a)(1)(B) | Form of Purchase Notice (filed herewith). | |||||
(a)(1)(C) | Form of Notice of Withdrawal (filed herewith). | |||||
(a)(1)(D) | Substitute Form W-9 (filed herewith). | |||||
(b) | Amendment and Restated Revolving Credit Agreement, dated November 17, 2003, by and among Carnival Corporation, Carnival plc, JPMorgan Chase Bank as successor to The Chase Manhattan Bank, and various other lenders, incorporated by reference to Exhibit No. 10.3 to the joint Annual Report of the Company and Carnival plc on Form 10-K for the year ended November 30, 2003, as filed with the Securities and Exchange Commission on February 25, 2004. | |||||
(d)(1) | Indenture, dated April 25, 2001 between Carnival Corporation and U.S. Bank Trust National Association (incorporated by reference to Exhibit 4.5 to the Companys Registration Statement on Form S-3 (File No. 333-62950), as filed with the Securities and Exchange Commission on June 13, 2001). | |||||
(d)(2) | First Supplemental Indenture, dated April 25, 2001 between Carnival Corporation and U.S. Bank Trust National Association (incorporated by reference to Exhibit 4.6 to the Companys Registration Statement on Form S-3 (File No. 333-62950), as filed with the Securities and Exchange Commission on June 13, 2001). | |||||
(d)(3) | Carnival plc (formerly P&O Princess Cruises plc) Deed of Guarantee, dated as of April 17, 2003, between Carnival Corporation and Carnival plc, incorporated by reference to Exhibit 4.10 to the joint registration statement on Form S-3 and F-3 of Carnival Corporation, Carnival plc and P&O Princess Cruises International Ltd. (File No. 333-106293), as filed with the Securities and Exchange Commission on June 19, 2003. | |||||
(g) | Not applicable. | |||||
(h) | Not applicable. |
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