UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 10, 2005
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
MIAMI, FLORIDA 33178-2428 5 GAINSFORD STREET
LONDON SE1 2NE, ENGLAND
(Address of principal executive offices) (Address of principal executive 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 or former address, if (Former name or former address, if
changed since last report) changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 10, 2005, Costa Crociere S.p.A. ("Costa")
entered into an agreement with Pier Luigi Foschi, a current executive officer
of Carnival Corporation & plc and a member of its boards of directors (the
"Agreement"). Pursuant to the Agreement, Mr. Foschi will act as Chairman and
Managing Director of Costa. He will be paid an annual base salary of Euro
757,000, less applicable taxes and social security contributions. Mr. Foschi
will also be entitled to receive a performance-related annual cash bonus of
Euro 669,000, plus additional amounts based on a year-over-year percentage
increase in the consolidated net income of Costa, subject to a limit of 20%
per year on a compounded basis. Mr. Foschi will also receive certain
additional benefits, including the use of a company car, the use of
company-provided accommodations and insurance coverage.
The Agreement contains certain customary non-competition and
non-solicitation provisions, which are effective during the term of the
Agreement and for a period of three years after the termination of the
Agreement. Mr. Foschi will receive non-competition compensation of Euro
115,000 per year during the term of the Agreement. If Mr. Foschi does not
comply with the non-competition provisions, he must pay to Costa a penalty of
Euro 230,000 and indemnify Costa for any additional damages suffered by it.
The Agreement also contains certain customary confidentiality provisions.
The term of the Agreement is twelve months, effective from
December 1, 2004. The Agreement shall be automatically renewed for successive
twelve-month terms unless written notice of non-renewal is provided by either
party within sixty days of the expiration of the term. The Company shall have
the right to terminate the Agreement at any time during its term (including
any renewal thereof) if Mr. Foschi breaches his obligations under the
Agreement or is revoked as a director for cause pursuant to the Italian Civil
Code. If the Company terminates the Agreement for any other reasons, Mr.
Foschi is entitled to receive a termination payment equal to his base annual
salary, plus the amount of his bonus for the previous financial year and his
annual non-competition compensation (the "Termination Payment"). If Mr. Foschi
terminates the Agreement upon a change of control of Costa, Mr. Foschi is
entitled to the Termination Payment unless he enters into an alternative
contractual arrangement with Costa or the new controlling group. In the event
that Mr. Foschi resigns with cause under Italian law from the office of
director, for reasons other than a change in control, he shall also be
entitled to the Termination Payment.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Letter Agreement, dated February 10, 2005, between
Costa Crociere S.p.A. and Pier Luigi Foschi.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
each of the registrants has duly caused this report on Form 8-K to be signed
on its behalf by the undersigned, hereunto duly authorized.
CARNIVAL CORPORATION CARNIVAL PLC
/s/ Gerald R. Cahill /s/ Gerald R. Cahill
-------------------------------------- --------------------------------------
Name: Gerald R. Cahill Name: Gerald R. Cahill
Title: Executive Vice President and Title: Executive Vice President and
Chief Financial and Accounting Officer Chief Financial and Accounting Officer
Date: February 16, 2005 Date: February 16, 2005