UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES
EXCHANGE ACT OF 1934
CARNIVAL CORPORATION
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(Exact name of registrant as specified in its charter)
Panama 59-156976
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
New York Stock Exchange, Inc.
Trust Shares of beneficial interest (derivatively through a special
in the P&O Princess Special Voting Trust voting share)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check to the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. |_|
Securities Act registration statement file number to which this form
relates: 333-102442
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Securities to be registered pursuant to Section 12(g) of the Act.
None
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(Title of class)
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
A complete description of the Trust Shares of beneficial interest in
the P&O Princess Special Voting Trust that are to be registered hereunder is
contained under the heading "THE DLC TRANSACTION" under the captions "The DLC
Structure", and "Trust Shares of Beneficial Interest" in the Prospectus forming
part of the Registration Statement on Forms S-4/F-4 (No. 333-102442) of P&O
Princess Cruises plc (the "Company") and Carnival Corporation, filed with the
Securities and Exchange Commission (the "Commission") on January 10, 2003, and
as amended by Amendment No. 1 on February 25, 2003 and by Amendment No. 2 on
March 14, 2003 (as so amended, the "S-4/F-4 Registration Statement"), under the
Securities Act of 1933, as amended (the "Securities Act"). Such description is
hereby incorporated by reference.
ITEM 2. EXHIBITS
The following exhibits to this Registration Statement are annexed to
the S-4/F-4 Registration Statement, and are hereby incorporated by reference.
EXHIBIT NUMBER EXHIBIT
1. Offer and Implementation Agreement between Carnival
Corporation and P&O Princess Cruises plc, dated January
8, 2003
2. Form of Equalization and Governance Agreement between
Carnival Corporation and P&O Princess Cruises plc
(incorporated by reference to Annex A-2 of Amendment No.
2 of the Registration Statement)
3. Form of SVE Special Voting Deed among Carnival
Corporation, Carnival SVC Limited, P&O Princess Cruises
plc, P&O Princess Trustee and [Carnival SVC Owner]
(incorporated by reference to Annex A-3 of Amendment No.
2 of the Registration Statement)
4. Form of Amended Memorandum of Association of P&O
Princess Cruises plc (incorporated by reference to Annex
A-6 of Amendment No. 1 of the Registration Statement)
5. Form of Amended Articles of Association of P&O Princess
Cruises plc (incorporated by reference to Annex A-7 of
Amendment No. 1 of the Registration Statement)
6. Form of Pairing Agreement between Carnival Corporation,
P&O Princess Trustee and [Transfer Agent] (incorporated
by reference to Annex B of Amendment No. 2 of the
Registration Statement)
7. Form of Voting Trust Deed between Carnival Corporation
and [Trustee] (incorporated by reference to Annex C of
Amendment No. 2 of the Registration Statement)
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CARNIVAL CORPORATION
By: /s/ Arnaldo Perez
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Name: Arnaldo Perez
Title: Senior Vice President,
General Counsel and Secretary