Filed pursuant to Rule 424(b)(3)
Registration No. 333-74190
PROSPECTUS SUPPLEMENT NO. 1
(TO PROSPECTUS DATED DECEMBER 6, 2001)
CARNIVAL CORPORATION
LIQUID YIELD OPTION NOTES DUE 2021
AND SHARES OF COMMON STOCK
This prospectus supplement No. 1 supplements and amends the prospectus dated
December 6, 2001, relating to our Liquid Yield Option Notes due 2021 (the
"LYONs") and shares of common stock issuable upon conversion of the LYONs.
The table on page 20 of the prospectus sets forth information with respect to
the selling securityholders and the respective amounts at maturity of LYONs
beneficially owned by each selling securityholder that may be offered pursuant
to the prospectus. This prospectus supplement amends that table by adding to it
the items set forth below.
(2) (4) (5)
PRINCIPAL AMOUNT AT (3) COMMON STOCK COMMON STOCK
(1) MATURITY OF PERCENT OF TOTAL ISSUABLE UPON OWNED PRIOR TO
SELLING LYONS BENEFICIALLY OUTSTANDING CONVERSION OF CONVERSION OF
SECURITYHOLDER OWNED AND OFFERED LYONS THE LYONS LYONS*
-------------- ----------------- ----- --------- ------
D.E. Shaw Investments,
L.P............................. $ 3,500,000 0.33% 58,087 0
D.E. Shaw Valence, L.P.......... 14,000,000 1.33% 232,350 0
Grace Brothers
Management, LLC................. 2,000,000 0.19% 33,193 0
Granville Capital
Corporation..................... 9,000,000 0.86% 149,370 0
* Assuming the sale of all LYONs and common stock issuable upon conversion of
the LYONs, selling securityholders will not hold any LYONs and will hold
the number of our common stock set forth in column (5) "Common Stock Owned
Prior to Conversion of LYONs." At that time, no selling securityholder will
hold more than 1% of our outstanding common stock.
The prospectus dated December 6, 2001, as amended and supplemented by this
prospectus supplement No. 1, constitutes the prospectus required to be delivered
by Section 5(b) of the Securities Act of 1933, as amended, with respect to
offers and sales of the LYONs and the common stock issuable upon conversion of
the LYONs.
Our common stock is traded on the New York Stock Exchange under the symbol CCL.
On December 20, 2001, the last reported sales price of the common stock was
$27.64 per share. There is no public market for the LYONs, and we do not
intend to apply for their listing on any exchange or to seek approval for their
quotation through any automated quotation system.
WE URGE YOU TO CAREFULLY READ THE "RISK FACTORS" SECTION BEGINNING ON PAGE 10 OF
THE ACCOMPANYING PROSPECTUS, WHERE WE DESCRIBE SPECIFIC RISKS ASSOCIATED WITH
THESE SECURITIES BEFORE YOU MAKE YOUR INVESTMENT DECISION.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy of this prospectus supplement. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is December 21, 2001.
2
SELLING SECURITYHOLDERS
The prospectus dated December 6, 2001, relating to the offer
for resale of up to $1,051,175,000 aggregate principal amount at maturity of
LYONs and shares of common stock issuable upon conversion of the LYONs is
amended to replace the first paragraph and the table under the heading "Selling
Securityholders" on page 20 with the information in the following paragraph and
table. We may further amend or supplement this table from time to time if
necessary.
The following table provides, as of December 20, 2001, the
name of each selling securityholder, the principal amount at maturity of LYONs
held by such selling securityholder, the number of shares of common stock owned
by such securityholder prior to its purchase of LYONs and the common stock
issuable upon conversion of the LYONs (based upon the initial conversion price).
This information has been obtained from the selling securityholders.
(2)
PRINCIPAL
AMOUNT AT
MATURITY OF (3) (4) (5)
LYONS PERCENT OF COMMON STOCK COMMON STOCK
(1) BENEFICIALLY TOTAL ISSUABLE UPON OWNED PRIOR TO
SELLING OWNED AND OUTSTANDING CONVERSION OF CONVERSION OF
SECURITYHOLDER OFFERED LYONS THE LYONS LYONS*
------------------------------------ ------- ----- --------- ------
BNP Paribas Equity Strategies SNC... $5,500,000 0.52% 91,281 241,406
California Public Employees'
Retirement System............... 2,100,000 0.20% 34,853 3,074,641
D.E. Shaw Investments, L.P.......... 3,500,000 0.33% 58,087 0
D.E. Shaw Valence, L.P.............. 14,000,000 1.33% 232,350 0
Grace Brothers Management, LLC...... 2,000,000 0.19% 33,193 0
Granville Capital Corporation....... 9,000,000 0.86% 149,370 0
J.P. Morgan Securities Inc.......... 2,050,000 0.20% 34,023 187,218
KBC Financial Products (Cayman
Islands)........................ 22,000,000 2.09% 365,126 0
Lakeshore International, Ltd........ 13,200,000 1.26% 219,076 0
MLQA Convertible Securities Arbitrage
Ltd.............................. 52,500,000 4.99% 871,325 0
Shepherd Investments
International, Ltd.............. 58,087,000 5.53% 964,050 0
St. Albans Partners Ltd............. 10,000,000 1.00% 165,966 0
Triborough Partners QP, LLC......... 2,500,000 0.24% 41,491 0
Yield Strategies Fund I, LP......... 12,000,000 1.14% 199,160 0
------------------------
* Assuming the sale of all LYONs and common stock issuable upon conversion of
the LYONs, selling securityholders will not hold any LYONs and will hold
the number of our common stock set forth in column (5) "Common Stock Owned
Prior to Conversion of LYONs." At that time, no selling securityholder will
hold more than 1% of our outstanding common stock.