SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 4 to
Third Amended and Restated
Schedule 13D
Under the Securities Exchange Act of 1934
CARNIVAL CORPORATION
(Name of Issuer)
COMMON STOCK ($.01 PAR VALUE)
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(Title of Class of Securities)
143658 10 2
--------------------------------------------------------------------------------
(CUSIP Number)
Arnaldo Perez, Esq.
General Counsel
Carnival Corporation
3655 N.W. 87th Avenue
Miami, Florida 33178-2428
(305) 599-2600
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 14, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 143658 10 2
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 3,653,168
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 3,653,168
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,653,168
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.6%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
2
CUSIP NO. 143658 10 2
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
TAMMS MANAGEMENT CORPORATION
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 3,653,168
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 365,316
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 3,287,852
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,653,168
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.6%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): CO
3
CUSIP NO. 143658 10 2
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE CONTINUED TRUST FOR MICKY ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 2,124,560
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 2,124,560
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,124,560
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.4%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
4
CUSIP NO. 143658 10 2
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE MICKY ARISON 1997 HOLDINGS TRUST
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 6,102,187
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 6,102,187
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,102,187
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
1.0%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
5
CUSIP NO. 143658 10 2
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MA 1997 HOLDINGS, L.P.
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 6,102,187
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 6,102,187
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,102,187
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
1.0%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): PN
6
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MA 1997 HOLDINGS, INC.
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 6,102,187
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 6,102,187
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
6,102,187
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
1.0%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): CO
7
CUSIP NO. 143658 10 2
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE MICKY ARISON 1994 "B" TRUST
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 106,114,284
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 106,114,284
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
106,114,284
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
18.1%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
8
CUSIP NO. 143658 10 2
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1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MA 1994 B SHARES, L.P.
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 106,114,284
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 106,114,284
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
106,114,284
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
18.1%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): PN
9
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MA 1994 B SHARES, INC.
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 106,114,284
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 106,114,284
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
106,114,284
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
18.1%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): CO
10
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MICKY ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 130,162,864
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: 93,847,639
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 124,060,677
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 93,847,639
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
224,010,503
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [X]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
38.2%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
11
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE SHARI ARISON IRREVOCABLE GUERNSEY TRUST
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Guernsey,
Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 5,102,708
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,102,708
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.9%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
12
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE CONTINUED TRUST FOR SHARI ARISON DORSMAN
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 3,000,000
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 3,000,000
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 759,010
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,759,010
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.6%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
13
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI NO. 1
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Jersey, Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 76,787,525
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
76,787,525
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
13.1%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
14
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
SHARI ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: United States and Israel
Number of 7) Sole Voting Power: 6,250,000
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: 1,200
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 2,250,000
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 5,103,908
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
7,353,908
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
1.3%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
15
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
JMD DELAWARE, INC.
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 9,524,560
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: 1,000,000
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 16,626,747
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 2,550,460
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
19,177,207
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
3.3%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): CO
16
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
JAMES M. DUBIN
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 39,611,276
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: 93,847,639
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 16,626,747
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 130,587,523
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
147,214,270
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
25.1%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): IN
17
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE TED ARISON 1992 IRREVOCABLE TRUST FOR LIN NUMBER 2
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: -0-
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 46,145,830
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
46,145,830
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
7.9%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
18
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE TED ARISON FAMILY FOUNDATION USA, INC.
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: 2,250,000
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 2,250,000
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
2,250,000
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.4%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
19
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE ROYAL BANK OF SCOTLAND TRUST COMPANY (JERSEY) LIMITED
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: United States
Number of 7) Sole Voting Power: -0-
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 46,145,830
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
46,145,830
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
7.9%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): CO
20
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
CITITRUST (JERSEY) LIMITED
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Jersey, Channel Islands
Number of 7) Sole Voting Power: -0-
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 76,787,525
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
76,787,525
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
13.1%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): CO
21
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
JMD PROTECTOR, INC.
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 30,085,716
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: 92,847,639
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 122,933,355
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
122,933,355
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
20.9%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): CO
22
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
BALLUTA LIMITED
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Isle of Man
Number of 7) Sole Voting Power: -0-
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: -0-
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 5,102,708
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
5,102,708
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.9%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
23
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE MARILYN B. ARISON IRREVOCABLE DELAWARE TRUST
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 400,000
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 400,000
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 1,032,440
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,432,440
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.3%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
24
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
MBA I, LLC
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 400,000
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 400,000
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 1,032,440
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,432,440
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.3%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
25
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE CONTINUED TRUST FOR MICHAEL ARISON
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: 4,000,000
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: -0-
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 4,000,000
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: 759,010
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
4,759,010
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.8%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
26
CUSIP NO. 143658 10 2
--------------------------------------------------------------------------------
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons:
THE MICHAEL ARISON 1999 IRREVOCABLE DELAWARE TRUST
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [_]
(b) [X]
3) SEC Use Only
4) Source of Funds (See Instructions): Not Applicable
5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
6) Citizenship or Place of Organization: Delaware
Number of 7) Sole Voting Power: -0-
Shares Bene- -------------------------------------------------------
ficially 8) Shared Voting Power: 1,000,000
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power: 1,000,000
ing Person -------------------------------------------------------
With 10) Shared Dispositive Power: -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
1,000,000
--------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) [_]
--------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11):
0.2%
--------------------------------------------------------------
14) Type of Reporting Person (See Instructions): OO
27
The Third Amended and Restated Statement on Schedule 13D dated October
14, 1999 (as amended by Amendment No. 1 of the Third Amended and Restated
Statement on Schedule 13D dated May 22, 2000, Amendment No. 2 of the Third
Amended and Restated Statement on Schedule 13D dated July 20, 2000, and
Amendment No. 3 of the Third Amended and Restated Statement on Schedule 13D
dated October 24, 2002) of TAMMS Investment Company, Limited Partnership, TAMMS
Management Corporation, the Continued Trust for Micky Arison, the Micky Arison
1997 Holdings Trust, MA 1997 Holdings, L.P., MA 1997 Holdings, Inc., the Micky
Arison 1994 "B" Trust, MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky
Arison, the Shari Arison Irrevocable Guernsey Trust, the Continued Trust for
Shari Arison Dorsman, the Ted Arison 1994 Irrevocable Trust for Shari No. 1,
Shari Arison, JMD Delaware, Inc., James M. Dubin, Ted Arison 1992 Irrevocable
Trust for Lin No.2, The Ted Arison Family Foundation USA, Inc., The Royal Bank
of Scotland Trust Company (Jersey) Limited, Cititrust (Jersey) Limited, JMD
Protector, Inc., Balluta Limited, the Marilyn B. Arison Irrevocable Delaware
Trust, MBA I, LLC, the Continued Trust for Michael Arison and the Michael Arison
1999 Irrevocable Delaware Trust, is hereby amended as follows:
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended by deleting paragraph (a)(xix).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by the addition thereto of the following:
On each of January 14, 2002 and January 7, 2003, Micky Arison was
granted 60,000 shares of Common Stock pursuant to the Issuer's 1993 Restricted
Stock Plan and his long-term compensation agreement. On each of January 14, 2002
and January 8, 2003, Micky Arison transferred such shares of Common Stock to MA
1997 Holdings, L.P. for no consideration. As of April 15, 2003, Micky Arison's
options to acquire 408,000 shares of Common Stock have vested.
Since our last report, Micky Arison's options to acquire 120,000 shares
of Common Stock have vested.
On December 28, 1999, Marilyn B. Arison transferred 99% of her
ownership interest in TAMMS Corp. to MBA. On March 21, 2003, Marilyn B. Arison
transferred her remaining ownership interest in TAMMS Corp. to MBA. As a result
of these transfers, Marilyn B. Arison has ceased to be a Reporting Person.
On April 14, 2003, at a special meeting of shareholders at the Issuer,
the Reporting Persons voted all of their shares of Common Stock in favor of the
proposals to establish a dual listed company structure between the Issuer and
P&O Princess. The dual listed company proposals were adopted by the shareholders
of the Issuer. As a result, the Deed Polls entered into by Micky Arison, JMD
Delaware and JMD Protector for the benefit of P&O Princess have terminated.
28
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
"TAMMS L.P. may be deemed to own beneficially 3,653,168 shares of
Common Stock (approximately 0.6% of the total number of shares of Common Stock
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ending
February 28, 2003 to be outstanding as of April 9, 2003). TAMMS L.P. has sole
voting power and sole dispositive power over the 3,653,168 shares of Common
Stock held by TAMMS L.P.
TAMMS Corp. is the Managing General Partner of TAMMS L.P. and as such
is entitled, pursuant to the Limited Partnership Agreement, to exercise all
voting rights with respect to the Common Stock held by TAMMS L.P. TAMMS Corp.
may be deemed to own beneficially all the 3,653,168 shares of Common Stock
(approximately 0.6% of the total number of shares of Common Stock reported in
the Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28,
2003 to be outstanding as of April 9, 2003) beneficially owned by TAMMS L.P.
TAMMS Corp. has sole voting power over the 3,653,168 shares of Common Stock
directly held by TAMMS L.P. Pursuant to the Limited Partnership Agreement, the
Managing General Partner of TAMMS L.P. can dispose of up to 10% in value of the
property of TAMMS L.P. To dispose of a greater amount of the property, consent
of a majority interest of the partners in TAMMS L.P. is needed. Thus, TAMMS
Corp. has sole dispositive power over 365,316 shares of Common Stock held by
TAMMS L.P. and shares dispositive power over the remaining 3,287,852 shares of
Common Stock held by TAMMS L.P.
The Micky Arison Continued Trust beneficially owns an aggregate of
2,124,560 shares of Common Stock (approximately 0.4% of the total number of
shares of Common Stock reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ending February 28, 2003 to be outstanding as of April 9, 2003),
all of which it holds directly. The Micky Arison Continued Trust has sole voting
and dispositive power with respect to 2,124,560 of the shares of Common Stock
held by it.
The Micky Arison 1997 Trust beneficially owns 6,102,187 shares of
Common Stock (approximately 1.0% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003
to be outstanding as of April 9, 2003), by virtue of being the sole stockholder
of MA 1997, Inc. The Micky Arison 1997 Trust has sole voting and dispositive
power with respect to all such shares of Common Stock.
MA 1997, L.P. beneficially owns an aggregate of 6,102,187 shares of
Common Stock (approximately 1.0% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003
to be outstanding as of April 9, 2003), all of which it holds directly. MA 1997,
L.P. has sole voting and dispositive power with respect to all such shares of
Common Stock that it holds directly.
MA 1997, Inc. beneficially owns an aggregate of 6,102,187 shares of
Common Stock (approximately 1.0% of the total number of shares reported in the
Issuer's Quarterly
29
Report on Form 10-Q for the quarter ending February 28, 2003 to be outstanding
as of April 9, 2003), by virtue of being the general partner of MA 1997, L.P. MA
1997, Inc. has sole voting and dispositive power with respect to all such shares
of Common Stock.
The B Trust beneficially owns 106,114,284 shares of Common Stock
(approximately 18.1% of the total number of shares reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending February 28, 2003 to be
outstanding as of April 9, 2003), by virtue of being the sole stockholder of B
Shares, Inc., the general partner of B Shares, L.P. The B Trust has sole voting
power and dispositive power with respect to all such shares of Common Stock held
by B Shares, L.P.
B Shares, L.P. beneficially owns an aggregate of 106,114,284 shares of
Common Stock (approximately 18.1% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003
to be outstanding as of April 9, 2003), which its holds directly. B Shares, L.P.
has sole voting and dispositive power with respect to all such shares of Common
Stock.
B Shares, Inc. beneficially owns an aggregate of 106,114,284 shares of
Common Stock (approximately 18.1% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003
to be outstanding as of April 9, 2003), by virtue of being the general partner
of B Shares, L.P. B Shares, Inc. has sole voting and dispositive power with
respect to all such shares of Common Stock.
Micky Arison beneficially owns an aggregate of 224,010,503 shares of
Common Stock (approximately 38.2% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003
to be outstanding as of April 9, 2003), 408,000 shares of which are underlying
vested options which he holds directly, 6,102,187 shares with respect to which
he has a beneficial interest by virtue of the interest and authority granted to
him under the trust instrument for the Micky Arison 1997 Trust, 106,114,284
shares with respect to which he has a beneficial interest by virtue of the
interest and authority granted to him under the trust instrument for the B Trust
and 111,386,032 shares with respect to which he has a beneficial interest by
virtue of the interest and authority granted to him under the last will of Ted
Arison, dated July 8, 1999. Micky Arison has shared dispositive power and shared
voting power with respect to the 46,145,830 shares of Common Stock held by the
Lin Trust No. 2, with respect to 46,701,809 shares of Common Stock held by the
Shari Arison Trust No. 1 and with respect to 1,000,000 shares of Common Stock
held by the Michael Arison 1999 Trust. Micky Arison has sole voting power with
respect to the 6,102,187 shares of Common Stock indirectly held by the Micky
Arison 1997 Trust. Micky Arison has sole voting and dispositive power with
respect to the 17,538,393 shares of Common Stock held by the 1997 Irrevocable
Trust for Micky Arison, the 106,114,284 shares of Common Stock indirectly held
by the B Trust and the 408,000 shares of underlying vested options.
Because of his status as President and Treasurer of TAMMS Corp., Micky
Arison may be deemed to share voting power with respect to the 3,653,168 shares
of Common Stock beneficially owned by TAMMS L.P. Micky Arison disclaims
beneficial ownership of the 3,653,168 shares of Common Stock owned by TAMMS L.P.
which are
30
beneficially owned by the partners of TAMMS L.P. Accordingly, Micky Arison has
not reported beneficial ownership of any of the shares of Common Stock held by
TAMMS L.P.
The Shari Arison Guernsey Trust beneficially owns an aggregate of
5,102,708 shares of Common Stock (approximately 0.9% of the total number of
shares reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ending February 28, 2003, to be outstanding as of April 9, 2003), 4,000,000 of
which it owns directly and 1,102,708 of which it holds beneficially by virtue of
its interest in TAMMS L.P. The Shari Arison Guernsey Trust has shared
dispositive power over all such shares of Common Stock.
The Shari Arison Continued Trust beneficially owns an aggregate of
3,759,010 shares of Common Stock (approximately 0.6% of the total number of
shares of Common Stock reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ending February 28, 2003 to be outstanding as of April 9, 2003),
3,000,000 of which it holds directly and 759,010 of which it holds beneficially
by virtue of its interest in TAMMS L.P. The Shari Arison Continued Trust has
sole voting and dispositive power with respect to the 3,000,000 shares of Common
Stock held by it and shares dispositive power over the 759,010 shares of Common
Stock held by TAMMS L.P.
The Shari Arison Trust No. 1 beneficially owns the 76,787,525 shares of
Common Stock for which it exercises shared dispositive power (approximately
13.1% of the total number of shares reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ending February 28, 2003, to be outstanding as of
April 9, 2003).
Shari Arison beneficially owns 7,353,908 shares of Common Stock
(approximately 1.3% of the total number of shares reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending February 28, 2003 to be
outstanding as of April 9, 2003). Shari Arison has sole voting power and shared
dispositive power with respect to 4,000,000 shares directly held by the Shari
Arison Guernsey Trust and shared dispositive power with respect to the trust's
ownership interest in the 1,102,708 shares of Common Stock held by TAMMS L.P.
Because Shari Arison is Chairman and President of the Foundation, she may be
deemed to beneficially own the 2,250,000 shares of Common Stock held by the
Foundation and have sole voting and dispositive power over such shares. Ms.
Arison may also be deemed to beneficially own 1,200 shares held by her children
and have shared voting and dispositive power over such shares. Ms. Arison
disclaims beneficial ownership of such shares held by her children and the
Foundation.
JMD Delaware beneficially owns an aggregate of 19,177,207 shares of
Common Stock (approximately 3.3% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003
to be outstanding as of April 9, 2003), by virtue of being the trustee of the
Shari Arison Continued Trust, the Micky Arison Continued Trust, the Marilyn
Arison Delaware Trust, the Michael Arison Continued Trust, the Michael Arison
1999 Trust and the Micky Arison 1997 Trust. JMD Delaware has shared voting and
sole dispositive power with respect to the shares of Common Stock held by the
Michael Arison 1999 Trust. JMD Delaware has sole voting and dispositive power
with respect to the shares of Common Stock held by the Micky Arison Continued
Trust and certain shares of Common Stock held by each of the Shari Arison
Continued Trust, the
31
Marilyn Arison Delaware Trust and the Michael Arison Continued Trust. JMD
Delaware has sole voting and shared dispositive power with respect to certain
shares of Common Stock held by each of the Shari Arison Continued Trust, the
Marilyn Arison Delaware Trust and the Michael Arison Continued Trust. JMD
Delaware has sole dispositive power with respect to the shares of Common Stock
directly held by MA 1997 L.P. by virtue of being the trustee of the Micky Arison
1997 Trust. Accordingly, JMD Delaware may be deemed to beneficially own such
shares for which it expresses voting and dispositive power. JMD Delaware
disclaims beneficial ownership of all such shares.
James M. Dubin beneficially owns an aggregate of 147,214,270 shares of
Common Stock (approximately 25.1% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003,
to be outstanding as of April 9, 2003), 1,000 shares of which he holds directly
and 147,213,270 shares with respect to which he has a beneficial interest by
virtue of being the sole shareholder of JMD Delaware, JMD Protector and Balluta.
Mr. Dubin has shared voting and shared dispositive power with respect to the
shares of Common Stock held by the Lin Trust No. 2 and certain shares of Common
Stock held by the Shari Arison Trust No. 1. Mr. Dubin has shared voting and sole
dispositive power with respect to the shares of Common Stock held by the Michael
Arison 1999 Trust. Mr. Dubin has sole voting and dispositive power with respect
to the shares of Common Stock held by the Micky Arison Continued Trust and
certain shares of Common Stock held by each of the Shari Arison Continued Trust,
the Marilyn Arison Delaware Trust, the Michael Arison Continued Trust and the
Shari Arison Trust No. 1. Mr. Dubin has shared dispositive power with respect to
shares of Common Stock held by the Shari Arison Guernsey Trust and certain
shares of Common Stock held by each of the Shari Arison Continued Trust, the
Marilyn Arison Delaware Trust and the Michael Arison Continued Trust. Mr. Dubin
has sole dispositive power with respect to the shares of Common Stock indirectly
held by the Micky Arison 1997 Trust. Accordingly, Mr. Dubin may be deemed to
beneficially own such shares for which he exercises voting and dispositive
power. Mr. Dubin disclaims beneficial ownership of all such shares, except for
the 1,000 shares he holds directly.
The Lin Trust No. 2 beneficially owns the 46,145,830 shares of Common
Stock for which it exercises shared dispositive power (approximately 7.9% of the
total number of shares reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ending February 28, 2003 to be outstanding as of April 9, 2003).
The Foundation beneficially owns the 2,250,000 shares of Common Stock
for which it exercises sole voting and dispositive power (approximately 0.4% of
the total number of shares reported in the Issuer's Quarterly Report on Form
10-Q for the quarter ending February 28, 2003 to be outstanding as of April 9,
2003).
RBS beneficially owns 46,145,830 shares of Common Stock (approximately
7.9% of the total number of shares reported in the Issuer's Quarterly Report on
Form 10-Q for the quarter ending February 28, 2003 to be outstanding as of April
9, 2003), by virtue of being the trustee of the Lin Trust No. 2. RBS has shared
dispositive power with respect to the shares of Common Stock held by the Lin
Trust No. 2. Accordingly, RBS may be deemed to
32
beneficially own such shares for which it exercises such dispositive power. RBS
disclaims beneficial ownership of such shares.
Cititrust beneficially owns 76,787,525 shares of Common Stock
(approximately 13.1% of the total number of shares reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending February 28, 2003 to be
outstanding as of April 9, 2003), by virtue of being the trustee of the Shari
Arison Trust No. 1. Cititrust has shared dispositive power with respect to the
shares of Common Stock held by the Shari Arison Trust No. 1. Accordingly,
Cititrust may be deemed to beneficially own such shares for which it exercises
shared dispositive power. Cititrust disclaims beneficial ownership of such
shares.
JMD Protector beneficially owns an aggregate of 122,933,355 shares of
Common Stock (approximately 20.9% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003
to be outstanding as of April 9, 2003), by virtue of being the protector of the
Shari Arison Trust No. 1 and the Lin Trust No. 2 . JMD Protector has shared
dispositive power with respect to shares held by the Shari Arison Trust No. 1
and the Lin Trust No. 2. JMD Protector has shared voting power with respect to
the shares of Common Stock held by the Lin Trust No. 2 and certain shares held
by the Shari Arison Trust No. 1, and has sole voting power with respect to
certain shares held by the Shari Arison Trust No. 1. Accordingly, JMD Protector
may be deemed to beneficially own such shares for which it exercises shared
voting and dispositive power. JMD Protector disclaims beneficial ownership of
all such shares.
Balluta beneficially owns 5,102,708 shares of Common Stock
(approximately 0.9% of the total number of shares reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending February 28, 2003, to be
outstanding as of April 9, 2003), by virtue of being the trustee of the Shari
Arison Guernsey Trust. Balluta shares dispositive power with respect to the
4,000,000 shares of Common Stock directly held by the Shari Arison Guernsey
Trust and with respect to 1,102,708 shares of Common Stock held by TAMMS L.P.
Accordingly, Balluta may be deemed to beneficially own such shares for which it
exercises shared dispositive power. Balluta disclaims beneficial ownership of
such shares.
The Marilyn Arison Delaware Trust beneficially owns an aggregate of
1,432,440 shares of Common Stock (approximately 0.3% of the total number of
shares of Common Stock reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ending February 28, 2003 to be outstanding as of April 9, 2003),
400,000 of which it holds beneficially by virtue of its interest in MBA and
1,000,000 of which it holds beneficially by virtue of the limited partnership
interest of MBA in TAMMS, L.P. The Marilyn Arison Delaware Trust has sole voting
and dispositive power with respect to the 400,000 shares of Common Stock
directly held by MBA and exercises shared dispositive power over the 1,032,440
shares of Common Stock held by TAMMS L.P.
MBA beneficially owns an aggregate of 1,432,440 shares of Common Stock
(approximately 0.3% of the total number of shares reported in the Issuer's
Quarterly Report on Form 10-Q for the quarter ending February 28, 2003 to be
outstanding as of April 9, 2003), 400,000 shares of which it holds directly and
1,032,440 shares of which it owns beneficially by virtue of its interest in
TAMMS L.P. MBA has sole voting and dispositive power over the
33
400,000 shares it holds directly and exercises shared dispositive power over the
1,032,440 shares of Common Stock held by TAMMS L.P.
The Michael Arison Continued Trust beneficially owns an aggregate of
4,759,010 shares of Common Stock (approximately 0.8% of the total number of
shares of Common Stock reported in the Issuer's Quarterly Report on Form 10-Q
for the quarter ending February 28, 2003 to be outstanding as of April 9, 2003),
4,000,000 of which it holds directly and 759,010 of which it holds beneficially
by virtue of its interest in TAMMS L.P. The Michael Arison Continued Trust has
sole voting and dispositive power with respect to the 4,000,000 shares of Common
Stock held by it and shares dispositive power over the 759,010 shares of Common
Stock held by TAMMS L.P.
The Michael Arison 1999 Trust owns an aggregate of 1,000,000 shares of
Common Stock (approximately 0.2% of the total number of shares reported in the
Issuer's Quarterly Report on Form 10-Q for the quarter ending February 28, 2003
to be to be outstanding as of April 9, 2003). The Michael Arison 1999 Trust has
shared voting power and sole dispositive power with respect to the 1,000,000
shares of Common Stock held by it.
The Reporting Persons, as a group, beneficially own an aggregate of
273,526,147 shares of Common Stock (approximately 47% of the total number of
shares reported in the Issuer's Quarterly Report on Form 10-Q for the quarter
ending February 28, 2003, to be outstanding as of April 9, 2003). The Reporting
Persons, as a group, have sole voting and dispositive power over all such shares
of Common Stock."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by amending and restating the third and fourth
paragraphs as follows:
B Shares, L.P. entered into an amended and restated pledge agreement
with JPMorgan Chase Bank, dated as of December 13, 2001 and amended on January
13, 2003. B Shares, L.P. pledged to the bank 11,000,000 shares of Common Stock
as security under a credit facility.
MA 1997, L.P. entered into an amended and restated pledge agreement and
an amended and restated guaranty with JPMorgan Chase Bank, dated as of December
13, 2001 and amended on January 27, 2003. MA 1997, L.P. pledged to the bank
2,000,000 shares of Common Stock as security for a loan.
Item 6 is hereby further amended by adding the following paragraphs:
In addition, each of Micky Arison, JMD Delaware and JMD Protector had
entered into the Deed Polls whereby they agreed to cause the shares of Common
Stock over which they have sole voting power and shared voting power to vote in
favor of resolutions to approve the Issuer establishing a dual listed company
structure with P&O Princess.
34
Following the approval of the proposals relating to the DLC transaction, the
Deed Polls terminated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 24 Joint Filing Agreement, dated as of April 15, 2003, among
TAMMS L.P., TAMMS Corp., the Micky Arison Continued Trust, the
Micky Arison 1997 Trust, MA 1997, L.P., MA 1997, Inc., the B
Trust, B Shares, L.P., B Shares, Inc., Micky Arison, the Shari
Arison Guernsey Trust, the Shari Arison Continued Trust, the
Shari Arison Trust No. 1, Shari Arison, JMD Delaware, James M.
Dubin, the Lin Trust No. 2, the Foundation, RBS, Cititrust,
JMD Protector, Balluta Limited, the Marilyn Arison Delaware
Trust, MBA, Michael Arison Continued Trust and the Michael
Arison 1999 Trust.
Exhibit 25 First Modification of Amended and Restated Pledge Agreement,
dated as of January 27, 2003, between MA 1997 Holdings, L.P.
and JPMorgan Chase Bank.
Exhibit 26 Second Modification of Amended and Restated Credit Agreement,
dated as of January 13, 2003, between MA 1994 B Shares, L.P.
and JPMorgan Chase Bank.
35
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: April 15, 2003
TAMMS INVESTMENT COMPANY, LIMITED PARTNERSHIP
By: TAMMS MANAGEMENT
CORPORATION, MANAGING
GENERAL PARTNER
By: /s/ Micky Arison
-------------------------------------
Micky Arison, President
TAMMS MANAGEMENT CORPORATION
By: /s/ Micky Arison
-------------------------------------
Micky Arison, President
CONTINUED TRUST FOR MICKY ARISON, JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MICKY ARISON 1997 HOLDINGS TRUST, JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MA 1997 HOLDINGS, L.P., MA 1997 HOLDINGS, INC., GENERAL PARTNER
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MA 1997 HOLDINGS, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MICKY ARISON 1994 "B" TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MA 1994 B SHARES, L.P., MA 1994
B SHARES, INC., GENERAL PARTNER
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
MA 1994 B SHARES, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary
/s/ Micky Arison
----------------------------
Micky Arison
SHARI ARISON IRREVOCABLE GUERNSEY TRUST, BALLUTA LIMITED, TRUSTEE
By: /s/ Robert J. Banfield
-------------------------------------
Robert J. Banfield
CONTINUED TRUST FOR SHARI ARISON DORSMAN, JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
TED ARISON 1994 IRREVOCABLE TRUST FOR SHARI NO. 1, CITITRUST
(JERSEY) LIMITED, TRUSTEE
By: /s/ Debbie Sebire
-------------------------------------
Debbie Sebire, Director
/s/ Shari Arison
----------------------------
Shari Arison
JMD DELAWARE, INC.
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
/s/ James M. Dubin
----------------------------
James M. Dubin
1992 IRREVOCABLE TRUST FOR LIN NUMBER TWO, THE ROYAL BANK OF SCOTLAND TRUST
COMPANY (JERSEY) LIMITED, TRUSTEE
By: /s/ David William Michael Ballingall
-------------------------------------
David William Michael Ballingall
By: /s/ John Anthony Heaps
-------------------------------------
John Anthony Heaps
THE TED ARISON FAMILY FOUNDATION USA, INC.
By: /s/ Arnaldo Perez
-------------------------------------
Arnaldo Perez
THE ROYAL BANK OF SCOTLAND TRUST COMPANY (JERSEY) LIMITED
By: /s/ David William Michael Ballingall
-------------------------------------
David William Michael Ballingall
By: /s/ John Anthony Heaps
-------------------------------------
John Anthony Heaps
MBA I, LLC
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Vice President and
Secretary
CITITRUST (JERSEY) LIMITED
By: /s/ Debbie Sebire
-------------------------------------
Debbie Sebire, Director
JMD PROTECTOR, INC.
By: /s/ James M. Dubin
-------------------------------------
James M. Dubin
President, Director
BALLUTA LIMITED
By: /s/ Robert J. Banfield
-------------------------------------
Robert J. Banfield
MARILYN B. ARISON IRREVOCABLE DELAWARE TRUST,
JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
CONTINUED TRUST FOR MICHAEL ARISON, JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
MICHAEL ARISON 1999 IRREVOCABLE DELAWARE TRUST
JMD DELAWARE, INC., TRUSTEE
By: /s/ Stanford L. Stevenson, III
-------------------------------------
Stanford L. Stevenson, III
Secretary of Corporate Trustee
INDEX TO EXHIBITS
-----------------
EXHIBITS
24 Joint Filing Agreement, dated as of April 15, 2003, among
TAMMS L.P., TAMMS Corp., the Micky Arison Continued Trust, the
Micky Arison 1997 Trust, MA 1997, L.P., MA 1997, Inc., the B
Trust, B Shares, L.P., B Shares, Inc., Micky Arison, the Shari
Arison Guernsey Trust, the Shari Arison Continued Trust, the
Shari Arison Trust No. 1, Shari Arison, JMD Delaware, James M.
Dubin, the Lin Trust No. 2, the Foundation, RBS, Cititrust,
JMD Protector, Balluta Limited, the Marilyn Arison Delaware
Trust, MBA, Michael Arison Continued Trust and the Michael
Arison 1999 Trust.
25 First Modification of Amended and Restated Pledge Agreement,
dated as of January 27, 2003, between MA 1997 Holdings, L.P.
and JPMorgan Chase Bank.
26 Second Modification of Amended and Restated Credit Agreement,
dated as of January 13, 2003, between MA 1994 B Shares, L.P.
and JPMorgan Chase Bank.