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Carnival Corp · PRE 14A · For 4/10/00

Filed On 3/1/00 · SEC File 1-09610 · Accession Number 950170-0-309

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/01/00  Carnival Corp                     PRE 14A     4/10/00    1:42                                     Donn..Financial/Miami/FA

Preliminary Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE 14A     Preliminary Proxy Solicitation Material               42    187K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Additional Questions and Information Regarding the Annual Meeting and Shareholder Proposals Amendment of Second Amended and Restated Articles of Incorporation Appendix A Beneficial Owner Beneficial Ownership Table Board Structure and Committee Meetings Common Stock Ownership of Certain Beneficial Owners and Management Compensation Compensation Committee Interlocks and Insider Participation Compensation of Directors Deferred Compensation Agreements Defined Benefit Plan Election of Directors Executive Compensation Executive Long-Term Compensation Agreements JMD Delaware, Inc MA 1997 Trust Micky Arison Pension Plan Table Proposal No. 1 Proposal No. 2 Proposal No. 3 Ratification of Independent Certified Public Accountants Report of Compensation Committee on Executive Compensation Retirement and Consulting Agreement Section 16(a) Beneficial Ownership Reporting Compliance Stock Performance Graph Summary Compensation Table Supplemental Executive Retirement Plan Transactions of Management and Directors With the Company
1	1st Page
2	Micky Arison
5	Beneficial Owner
7	Common Stock Ownership of Certain Beneficial Owners and Management
"	Beneficial Ownership Table
"	JMD Delaware, Inc
11	MA 1997 Trust
"	Section 16(a) Beneficial Ownership Reporting Compliance
12	Proposal No. 1
"	Election of Directors
14	Proposal No. 2
"	Amendment of Second Amended and Restated Articles of Incorporation
17	Proposal No. 3
"	Ratification of Independent Certified Public Accountants
"	Board Structure and Committee Meetings
"	Compensation
18	Compensation of Directors
19	Executive Compensation
"	Summary Compensation Table
21	Defined Benefit Plan
"	Pension Plan Table
22	Supplemental Executive Retirement Plan
"	Deferred Compensation Agreements
"	Executive Long-Term Compensation Agreements
23	Retirement and Consulting Agreement
"	Compensation Committee Interlocks and Insider Participation
25	Report of Compensation Committee on Executive Compensation
27	Stock Performance Graph
"	Transactions of Management and Directors With the Company
30	Additional Questions and Information Regarding the Annual Meeting and Shareholder Proposals
32	Appendix A

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SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e) (2))

CARNIVAL CORPORATION
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

(1) Amount previously paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:

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[GRAPHIC OMITTED]
CARNIVAL
CORPORATION

MICKY ARISON
CHAIRMAN AND CEO

To our Shareholders:

I am pleased to invite you to attend the annual meeting of shareholders of
Carnival Corporation to be held at Doral Golf Resort and Spa, 4400 N.W. 87th
Avenue, Miami, Florida at 11:00 a.m. on Monday, April 10, 2000. Details
regarding admission to the meeting and the business to be conducted are more
fully described in the accompanying Notice of Annual Meeting and Proxy
Statement.

As you review the Proxy Statement, you will notice that parts of it have been
simplified and are easier to understand. The Securities and Exchange Commission
is encouraging companies to adopt "plain English," and we are pleased to be at
the forefront of companies that are doing so. We are committed to communicating
with you clearly and effectively.

Your vote is important. Whether or not you plan to attend the annual meeting, I
hope you will vote as soon as possible.

Thank you for your ongoing support of and continued interest in Carnival
Corporation.

Sincerely,

/s/ MICKY ARISON

CARNIVAL PLACE, 3655 N.W. 87 AVENUE, MIAMI, FLORIDA 33178-2428

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2000 ANNUAL MEETING OF SHAREHOLDERS

NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

TABLE OF CONTENTS

[Enlarge/Download Table]

PAGE
-----

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING ................... 2
WHY AM I RECEIVING THESE MATERIALS? .................................................... 2
WHAT INFORMATION IS CONTAINED IN THESE MATERIALS? ...................................... 2
WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING? ........................................ 2
WHAT IS THE COMPANY'S VOTING RECOMMENDATION? ........................................... 2
WHAT SHARES OWNED BY ME CAN BE VOTED? .................................................. 2
WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND AS A 2
BENEFICIAL OWNER?
HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING? ..................................... 2
HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING? ................................ 3
CAN I CHANGE MY VOTE? .................................................................. 3
HOW ARE VOTES COUNTED? ................................................................. 3
WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS? ....................... 3
WHAT DOES IT MEAN IF I RECEIVE MORE THAT ONE PROXY OR VOTING INSTRUCTION CARD? ......... 3
WHO CAN ATTEND THE MEETING? ............................................................ 3
WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING? .................................... 3
COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ....................... 4
Beneficial Ownership Table ............................................................. 4
Section 16(a) Beneficial Ownership Reporting Compliance ................................ 8
PROPOSALS TO BE VOTED ON ................................................................. 9
PROPOSAL NO. 1--Election of Directors .................................................. 9
PROPOSAL NO. 2--Amendment of Second Amended and Restated Articles of Incorporation ..... 11
PROPOSAL NO. 3--Ratification of Independent Certified Public Accountants ............... 14
BOARD STRUCTURE AND COMMITTEE MEETINGS ................................................... 14
COMPENSATION OF DIRECTORS ................................................................ 15
EXECUTIVE COMPENSATION ................................................................... 16
Summary Compensation Table ............................................................. 16
Option Grants in Last Fiscal Year ...................................................... 17
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values ...... 18
Defined Benefit Plan ................................................................... 18
Pension Plan Table ..................................................................... 18
Supplemental Executive Retirement Plan ................................................. 19
Deferred Compensation Agreements ....................................................... 19
Executive Long-Term Compensation Agreements ............................................ 19
Retirement and Consulting Agreement .................................................... 20
Compensation Committee Interlocks and Insider Participation ............................ 20
Report of Compensation Committee on Executive Compensation ............................. 22
Stock Performance Graph ................................................................ 24
TRANSACTIONS OF MANAGEMENT AND DIRECTORS WITH THE COMPANY ................................ 24
ADDITIONAL QUESTIONS AND INFORMATION REGARDING THE ANNUAL MEETING
AND SHAREHOLDER PROPOSALS ............................................................... 27
WHAT HAPPENS IF ADDITIONAL PROPOSALS ARE PRESENTED AT THE MEETING? ..................... 27
WHAT CLASS OF SHARES ARE ENTITLED TO BE VOTED? ......................................... 27
WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING? ........................................ 27
WHO WILL COUNT THE VOTE? ............................................................... 27
IS MY VOTE CONFIDENTIAL? ............................................................... 27
WHO WILL BEAR THE COST OF SOLICITING VOTES FOR THE MEETING? ............................ 27
MAY I PROPOSE ACTIONS FOR CONSIDERATION AT NEXT YEAR'S ANNUAL MEETING OF SHAREHOLDERS? . 27
HOW CAN I OBTAIN ADDITIONAL COPIES OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K? ........ 28
APPENDIX A ............................................................................... A-1

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[GRAPHIC OMITTED]
CARNIVAL
CORPORATION
3655 N.W. 87TH AVENUE
MIAMI, FLORIDA 33178-2428

----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------

TIME 11:00 a.m. on Monday, April 10, 2000

PLACE Doral Golf Resort and Spa
4400 N.W. 87th Avenue
Miami, Florida

ITEMS OF BUSINESS 1. To elect 16 directors;

2. To approve an amendment to the Company's Second Amended
and Restated Articles of Incorporation;

3. To ratify selection of independent certified public
accountants; and

4. To transact such other business as may properly come
before the meeting.

RECORD DATE You are entitled to vote if you were a shareholder at the
close of business on February 14, 2000.

MEETING ADMISSION Attendance at the meeting is limited to shareholders and
one guest each. Each shareholder may be asked to present
valid picture identification, such as a driver's license
or passport. Shareholders holding shares in brokerage
accounts ("street name" holders) will need to bring a copy
of a brokerage statement reflecting share ownership as of
the record date. The meeting will begin promptly at 11
o'clock.

VOTING BY PROXY Please submit a proxy as soon as possible so that your
shares can be voted at the meeting in accordance with your
instructions. For specific instructions, please refer to
the QUESTIONS AND ANSWERS beginning on page 2 of this
Proxy Statement and the instructions on the proxy card.

By Order of the Board of Directors

/s/ ARNALDO PEREZ

ARNALDO PEREZ
GENERAL COUNSEL AND SECRETARY

THIS PROXY STATEMENT AND ACCOMPANYING PROXY CARD ARE BEING DISTRIBUTED ON OR
ABOUT MARCH 20, 2000

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QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS
AND THE ANNUAL MEETING

Q: WHY AM I RECEIVING THESE MATERIALS?

A: The Board of Directors of Carnival Corporation (the "Company") is providing
these proxy materials to you in connection with the Company's annual meeting
of shareholders which will take place on Monday, April 10, 2000 at 11:00 a.m.
As a shareholder, you are invited to attend the meeting and are requested to
vote on the proposals described in this Proxy Statement.

Q: WHAT INFORMATION IS CONTAINED IN THESE MATERIALS?

A: The information included in this Proxy Statement relates to the proposals to
be voted on at the meeting, the voting process, the compensation of directors
and our most highly paid officers and certain other required information. Our
1999 Annual Report is also enclosed.

Q: WHAT PROPOSALS WILL BE VOTED ON AT THE MEETING?

A: There are three proposals scheduled to be voted on at the meeting:

/bullet/ The election of 16 directors

/bullet/ Approval of the amendment of the Company's Second Amended and
Restated Articles of Incorporation

/bullet/ The ratification of independent certified public accountants

Q: WHAT IS THE COMPANY'S VOTING RECOMMENDATION?

A: Our Board of Directors recommends that you vote your shares "FOR" each of the
nominees to the Board, "FOR" the approval of the amendment to the Second
Amended and Restated Articles of Incorporation and "FOR" the ratification of
independent certified public accountants.

Q: WHAT SHARES OWNED BY ME CAN BE VOTED?

A: All shares owned by you as of February 14, 2000, the RECORD DATE, may be
voted by you. These shares include those (1) held directly in your name as
the SHAREHOLDER OF RECORD, including shares purchased through the Company's
Dividend Reinvestment Plan and the Company's Employee Stock Purchase Plan and
(2) held for you as the BENEFICIAL OWNER though a stockbroker, bank or other
nominee.

Q: WHAT IS THE DIFFERENCE BETWEEN HOLDING SHARES AS A SHAREHOLDER OF RECORD AND
AS A BENEFICIAL OWNER?

A: Most of the Company's shareholders hold their shares through a stockbroker,
bank or other nominee rather than directly in their own name. As summarized
below, there are some distinctions between shares held of record and those
owned beneficially.

SHAREHOLDER OF RECORD

If your shares are registered directly in your name with the Company's
Transfer Agent, First Union National Bank, you are considered, with respect
to those shares, the SHAREHOLDER OF RECORD and these proxy materials are
being sent directly to you by the Company. As the SHAREHOLDER OF RECORD, you
have the right to grant your voting proxy directly to the persons named in
the proxy or to vote in person at the meeting. The Company has enclosed a
proxy card for you to use.

BENEFICIAL OWNER

If your shares are held in a stock brokerage account or by a bank or other
nominee, you are considered the BENEFICIAL OWNER of shares held IN STREET
NAME and these proxy materials are being forwarded to you by your broker or
nominee who is considered, with respect to those shares, the SHAREHOLDER OF
RECORD. As the beneficial owner, you have the right to direct your broker on
how to vote and are also invited to attend the meeting. However, since you
are not the SHAREHOLDER OF RECORD, you may not vote these shares in person at
the meeting. Your broker or nominee has enclosed a voting instruction card
for you to use.

Q: HOW CAN I VOTE MY SHARES IN PERSON AT THE MEETING?

A: Shares held directly in your name as the shareholder of record may be voted
in person at the annual meeting. If you choose to do so, please bring the
enclosed proxy card or proof of identification.

EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE RECOMMEND THAT YOU ALSO
SUBMIT YOUR PROXY AS DESCRIBED BELOW SO THAT YOUR VOTE WILL BE COUNTED IF YOU
LATER DECIDE NOT TO ATTEND THE MEETING. SHARES HELD IN STREET NAME MAY BE
VOTED IN PERSON BY YOU ONLY IF YOU OBTAIN A SIGNED PROXY FROM THE RECORD
HOLDER GIVING YOU THE RIGHT TO VOTE THE SHARES.

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Q: HOW CAN I VOTE MY SHARES WITHOUT ATTENDING THE MEETING?

A: Whether you hold shares directly as the shareholder of record or beneficially
in street name, you may direct your vote without attending the meeting. You
may vote by granting a proxy or, for shares held in street name, by
submitting voting instructions to your broker or nominee. For shareholders of
record, you may do this by signing your proxy card and mailing it in the
enclosed envelope. If you provided specific voting instructions, your shares
will be voted as you instruct. If you sign but do not provide instructions,
your shares will be voted as described below in "HOW ARE VOTES COUNTED?".

In most instances, where your shares are held in street name, you will be
able to do this over the Internet, by telephone or by mail. Please refer to
the voting instruction card included by your broker or nominee.

Q: CAN I CHANGE MY VOTE?

A: You may change your proxy instruction at any time prior to the vote at the
annual meeting. For shares held directly in your name, you may accomplish
this by granting a new proxy bearing a later date (which automatically
revokes the earlier proxy) or by attending the annual meeting and voting in
person. Attendance at the meeting will not cause your previously granted
proxy to be revoked unless you specifically so request. For shares held
beneficially by you, you may accomplish this by submitting new voting
instructions to your broker or nominee.

Q: HOW ARE VOTES COUNTED?

A: In the election of directors, you may vote "FOR" all of the nominees or you
may "WITHHOLD" your vote with respect to one or more of the nominees. For the
amendment to the Second Amended and Restated Articles of Incorporation and
the ratification of auditors, you may vote "FOR", "AGAINST" or "ABSTAIN". If
you "ABSTAIN", it has the same effect as a vote "AGAINST". If you sign your
proxy card or broker voting instruction card with no further instructions,
your shares will be voted in accordance with the recommendations of the Board
of Directors.

Q: WHAT IS THE VOTING REQUIREMENT TO APPROVE EACH OF THE PROPOSALS?

A: In the election for directors, the 16 persons receiving the highest number of
"FOR" votes will be elected. All other proposals require the affirmative
"FOR" vote of a majority of those shares present and entitled to vote. If you
are a BENEFICIAL OWNER and do not provide the SHAREHOLDER OF RECORD with
voting instructions, your shares may constitute BROKER-NONVOTES, as described
in "WHAT IS THE QUORUM REQUIREMENT FOR THE MEETING?" on page 27. In
tabulating the voting result for any particular proposal, shares which
constitute broker non-votes are not considered entitled to vote.

Q: WHAT DOES IT MEAN IF I RECEIVE MORE THAT ONE PROXY OR VOTING INSTRUCTION
CARD?

A: It means your shares are registered differently or are in more than one
account. Please provide voting instructions for all proxy and voting cards
you receive.

Q: WHO CAN ATTEND THE MEETING?

A: All shareholders of record as of February 14, 2000, or their duly appointed
proxies, may attend the meeting, and each may be accompanied by one guest.
Seating, however, is limited. Admission to the meeting will be on a first
come, first served basis. Each shareholder may be asked to present valid
picture identification, such as a driver's license or passport.

If you hold your shares through a stockbroker or other nominee, you will need
to provide proof of ownership by bringing either a copy of the voting
instruction card provided by your broker or a copy of a brokerage statement
showing your share ownership as of February 14, 2000 together with proof of
identification. Cameras, recording devices and other electronic devices will
not be permitted at the meeting.

Q: WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING?

A: We will announce preliminary voting results at the meeting and publish final
results in our quarterly report on Form 10-Q for the second quarter of fiscal
2000.

ADDITIONAL Q&A INFORMATION REGARDING THE ANNUAL MEETING AND SHAREHOLDER
PROPOSALS MAY BE FOUND ON PAGES 27 THROUGH 28 BELOW.

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COMMON STOCK OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

Set forth below is information concerning the share ownership of (1) all
persons known by the Company to be the beneficial owners of 5% or more of the
617,254,814 shares of common stock outstanding as of February 14, 2000, (2)
each executive officer of the Company named in the Summary Compensation Table
which appears elsewhere in this Proxy Statement, (3) each other director of the
Company and (4) all directors and executive officers as a group.

The Estate of Ted Arison, the founder of the Company, Micky Arison, the
Chairman of the Company, certain other members of the Arison family and trusts
for the benefit of Ted Arison's children (collectively, the "Principal
Shareholders"), beneficially own shares representing approximately 45% of the
voting power of the common stock and have informed the Company that they intend
to cause all such shares to be voted in favor of the 16 nominees named
elsewhere in this Proxy Statement and in favor of Proposals 2 and 3 listed in
the accompanying Notice of Meeting. The table begins with ownership of the
Principal Shareholders. See footnote (2) below for a description of the group
comprised of members of the Arison family and other persons and entities
affiliated with them.

The number of shares beneficially owned by each entity, person, director
or executive officer is determined under rules of the Securities and Exchange
Commission, and the information is not necessarily indicative of beneficial
ownership for any other purpose. Under such rules, beneficial ownership
includes any shares as to which the individual has the sole or shares voting
power or investment power and also any shares which the individual has the
right to acquire as of April 13, 2000 (60 days after the record date of
February 14, 2000) through the exercise of any stock option or other right.

BENEFICIAL OWNERSHIP TABLE

[Download Table]

AMOUNT AND
NAME AND ADDRESS OF BENEFICIAL NATURE OF PERCENT OF
OWNERS OR IDENTITY OF GROUP(1) BENEFICIAL OWNERSHIP COMMON STOCK
------------------------------ -------------------- ------------

Micky Arison ................... 118,522,160(2)(3) 19.1%
Estate of Ted Arison ........... 111,386,032(2)(4) 18.0%
c/o Macfarlanes
10 Norwich Street
London EC4A 1BD
England

Marilyn Arison ................. 3,653,168(2) *
Marcaz Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367

Shari Arison ................... 6,001,200(2)(5)(6) *
c/o Israel Arison Foundation
Marcaz Golda Center
23 Shaul Hamelech Blvd.
Tel Aviv, Israel 64367

MA 1994 B Shares, L.P. ......... 108,114,284(2)(7) 17.5%

MA 1994 B Shares, Inc. ......... 108,114,284(2)(7) 17.5%

JMD Delaware, Inc. ............. 108,114,284(2)(7) 17.5%
as Trustee for the Micky Arison
1994 "B" Trust

MA 1997 Holdings, L.P. ......... 4,682,708(2)(8) *
MA 1997 Holdings, Inc. ......... 4,682,708(2)(8) *

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[Enlarge/Download Table]

AMOUNT AND
NAME AND ADDRESS OF BENEFICIAL NATURE OF PERCENT OF
OWNERS OR IDENTITY OF GROUP(1) BENEFICIAL OWNERSHIP COMMON STOCK
------------------------------------------------------- -------------------- ------------

JMD Delaware, Inc. .................................... 4,682,708(2)(8) *
as Trustee for the Micky Arison
1997 Holdings Trust

A.H.W. Limited ........................................ 6,852,708(2) 1.1%
as Trustee for the Shari Arison Irrevocable
Guernsey Trust c/o Baring Brothers (Guernsey) Limited
Arnold House, St. Julian's Avenue
St. Peter Port
Guernsey, Channel Islands GYI-3DA

Cititrust (Jersey) Limited, ........................... 30,085,716(2)(9) 4.9%
as Trustee for the Ted Arison 1994
Irrevocable Trust For Shari No. 1
P.O. Box 728, 38 Esplanade, St. Helier
Jersey, Channel Islands JE4-8ZT

Kentish Limited ....................................... 30,085,716(2)(9) 4.9%
c/o Baring Brothers (Guernsey) Limited
Arnold House St. Julian's Avenue,
St. Peter Port
Guernsey, Channel Islands GYI-3DA

TAF Management Company ................................ 1,959,010(2) *
as Trustee for the Continued Trust for
Micky Arison

TAF Management Company ................................ 4,759,010(2) *
as Trustee for the Continued Trust for
Shari Arison Dorsman

TAF Management Company ................................ 4,759,010(2) *
as Trustee for the Continued Trust for
Michael Arison

TAF Management Company ................................ 3,400,000(2)(10) *
as Trustee for the Marilyn B. Arison
Irrevocable Delaware Trust

MBA I, L.L.C. ......................................... 3,400,000(2)(10) *

TAMMS Investment Company .............................. 3,653,168(2) *
Limited Partnership

TAMMS Management Corporation .......................... 3,653,168(2) *

Arison Foundation, Inc. ............................... 250,000(2)(6) *
3655 N.W. 87 Avenue
Miami, Florida 33178

Andrew H. Weinstein ................................... 163,201,486(2)(4)(11) 26.4%
c/o Holland & Knight LLP
701 Brickell Avenue
30th Floor
Miami, Florida 33131

Boaz Nahir ............................................ 111,386,032(2)(4) 18.0%
c/o I. Gornizky & Co.
45 Rothschild Boulevard
Tel Aviv, Israel 61291

Robert H. Dickinson ................................... 324,372(12) *

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[Download Table]

Howard S. Frank ............................. 642,132(13) *

A. Kirk Lanterman ........................... 218,944(14) *
Holland America Line
300 Elliott Avenue West
Seattle, Washington 98119

Meshulam Zonis .............................. 556,968(15) *

Maks L. Birnbach ............................ 40,700(16) *
c/o Fullcut Manufacturers, Inc.
555 Fifth Avenue
New York, New York 10017

Atle Brynestad .............................. 2,753,939(17) *
CG Holding AS
Smalvolleien 65
N-0667 Oslo, Norway

Ambassador Richard G. Capen, Jr. ............ 40,802(18) *
6077 San Elijo
Rancho Santa Fe, California 92067

David Crossland ............................. 1,000,000 *
c/o Airtours plc
Parkway Three
Parkway Business Centre
300 Princess Road
Manchester M14 7QU
England

James M. Dubin .............................. 4,683,708(8) *
c/o Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064

Modesto A. Maidique ......................... 20,000(19) *
Florida International University
Office of the President
University Park Campus
Miami, Florida 33199

William S. Ruben ............................ 17,900(20) *
40 E. 94th Street
Apt. 22D
New York, New York 10128

Stuart Subotnick ............................ 60,000(21) *
c/o Metromedia Company
215 East 67th Street
New York, New York 10021

Sherwood M. Weiser .......................... 12,000(22) *
c/o CRC Holdings, Inc.
3250 Mary Street
Coconut Grove, Florida 33133

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[Download Table]

AMOUNT AND
NAME AND ADDRESS OF BENEFICIAL NATURE OF PERCENT OF
OWNERS OR IDENTITY OF GROUP(1) BENEFICIAL OWNERSHIP COMMON STOCK
------------------------------------ -------------------- ------------

Uzi Zucker ......................... 60,000(23) *
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167

All directors and executive officers
as a group (20 persons) .......... 130,476,235(24) 21.0%

----------------
* Less than one percent.

(1) The address of each natural person named, unless otherwise noted, is 3655
N.W. 87 Avenue, Miami, Florida 33178-2428. The address of all other
entities, unless otherwise noted, is 1201 North Market Street, Wilmington,
Delaware 19899.

(2) The Estate of Ted Arison, Micky Arison, Shari Arison and the other Arison
family entities named that own shares of common stock have filed a joint
statement on Schedule 13D with respect to the shares of common stock held
by such persons. TAMMS Investment Company Limited Partnership ("TAMMS")
owns 3,653,168 shares of common stock. TAMMS' general partner is TAMMS
Management Corporation ("TAMMS Corp."), which is wholly-owned by Marilyn
Arison, Ted Arison's wife. TAMMS' limited partners are various trusts
established for the benefit of certain members of Ted Arison's family,
including Shari Arison and Marilyn Arison (the "Family Trusts"). By virtue
of the limited partnership agreement of TAMMS, TAMMS Corp. may also be
deemed to beneficially own such 3,653,168 shares of common stock. By
virtue of their interests in TAMMS, TAF Management Company and A.H.W.
Limited, as trustees of certain of the Family Trusts, may be deemed to
beneficially own the portion of the 3,653,168 shares of common stock held
by TAMMS which corresponds to their respective partnership interest in
TAMMS. Such amounts are included in the number of shares set forth next to
their names in the table above. Because Marilyn Arison beneficially owns
all of the capital stock of TAMMS Corp., she may be deemed to beneficially
own all of the 3,653,168 shares of common stock owned by TAMMS; however,
she disclaims beneficial ownership of 2,620,728 of such shares of common
stock (those owned by partners of TAMMS other than TAMMS Corp. and MBA I,
L.L.C. ("MBA I")). Because of his position as President of TAMMS Corp.,
Micky Arison may be deemed to beneficially own the 3,653,168 shares of
common stock owned by TAMMS; however, Micky Arison disclaims beneficial
ownership of all such shares which are beneficially owned by TAMMS.

(3) Includes (i) 2,072,000 shares of common stock issuable to Micky Arison
upon his exercise of stock options granted to him in May 1995 and January
1998 and 1999, (ii) 3,653,168 shares of common stock held by TAMMS (see
Note 2 above), (iii) 4,682,708 shares of common stock held by the MA 1997
Holdings, L.P., and (iv) 108,114,284 shares of common stock held by the MA
1994 B Shares, L.P., all of which may be deemed to be beneficially owned
by Micky Arison. However, Micky Arison disclaims beneficial ownership of
all such shares owned by TAMMS.

(4) Ted Arison, the Company's founder, died in October 1999. Andrew H.
Weinstein and Boaz Nahir have been appointed temporary co-administrators
of his estate. Messrs. Weinstein and Nahir may be deemed to beneficially
own all of the shares of common stock owned by the Estate of Ted Arison.
However, each of Messrs. Weinstein and Nahir disclaims beneficial
ownership of all shares of common stock owned by the Estate of Ted Arison.

(5) Under the terms governing the Shari Arison Irrevocable Guernsey Trust,
Shari Arison has the sole right to vote and direct the sale of the common
stock held directly by such trust. Includes 1,200 shares of common stock
owned by Shari Arison's minor children as to which she disclaims
beneficial ownership.

(6) Shari Arison is Chairman of the Arison Foundation, Inc. (the
"Foundation"). The Foundation is governed by five trustees, the majority
of whom are affiliates of Shari Arison.

(7) MA 1994 B Shares, L.P. ("MA 1994, L.P.") owns 108,114,284 shares of common
stock. The general partner of MA 1994, L.P. is MA 1994 B Shares, Inc. ("MA
1994, Inc."), which is wholly-owned by the Micky Arison 1994 "B" Trust, a
trust established for the benefit of Micky Arison and his heirs (the "B
Trust"). The sole limited partner of MA 1994, L.P. is the B Trust. By
virtue of the limited partnership agreement of MA 1994, L.P., MA 1994,
Inc. may be deemed to beneficially own all such 108,114,284 shares of
common stock. By virtue of the B Trust's interest in MA 1994, L.P., the B
Trust may be deemed to beneficially own all such 108,114,284 shares of
common stock. Under the terms of the instrument governing the B Trust,
Micky Arison has the sole right to vote and direct the sale of the common
stock indirectly held by the B Trust. The trustee of the B Trust is JMD
Delaware, Inc., a corporation wholly-owned by James M. Dubin.

(8) MA 1997 Holdings, L.P. ("MA 1997, L.P.") owns 4,682,708 shares of common
stock. The general partner of MA 1997, L.P. is MA 1997 Holdings, Inc. ("MA
1997, Inc."), which is wholly-owned by the Micky Arison 1997 Holdings
Trust, a trust established for the benefit of Micky Arison and his heirs
(the "MA 1997 Trust"). The sole limited partner of MA 1997, L.P. is the MA
1997 Trust. By virtue of the limited partnership agreement of MA 1997,
L.P., MA 1997, Inc. may be deemed to beneficially own all of such
4,682,708 shares of common stock. By virtue of the MA 1997 Trust' interest
in MA 1997, L.P., the MA 1997 Trust may be deemed to beneficially own all
such 4,682,708 shares of common stock. Under the terms of the instrument
governing the MA 1997 Trust, Micky Arison has the sole right to vote the
common stock indirectly held by the MA 1997 Trust. The trustee of the MA
1997 Trust is JMD Delaware, Inc., a corporation wholly owned by James M.
Dubin. Each of JMD Delaware, Inc. and Mr. Dubin may be deemed to
beneficially own the common stock indirectly held by the

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MA 1997 Trust. Each of JMD Delaware, Inc. and Mr. Dubin disclaims
beneficial ownership of all such shares which are beneficially owned by the
MA 1997 Trust.

(9) Kentish Limited, an Isle of Man corporation, is the protector of the Ted
Arison 1994 Irrevocable Trust for Shari No. 1 and has certain voting and
dispositive rights with respect to the common stock held by such trust.

(10) MBA I owns 3,400,000 shares of common stock and a limited partnership
interest in TAMMS (See Note 2 above). MBA I may be deemed to own 1,000,000
shares of common stock held by TAMMS which corresponds to its respective
partnership interest in TAMMS. The Marilyn B. Arison Irrevocable Delaware
Trust (the "Irrevocable Trust") owns a controlling interest in MBA I;
therefore, the Irrevocable Trust may be deemed to beneficially own all
such 3,400,000 shares of common stock.

(11) By virtue of being the sole shareholder of TAF Management Company, A.H.W.
Limited and Kentish Limited, Mr. Weinstein may be deemed to own the
aggregate of 51,815,454 shares of common stock beneficially owned by such
entities, as to which he disclaims beneficial ownership.

(12) Includes 48,000 shares of common stock issuable to Mr. Dickinson upon
exercise of stock options granted to him in August 1997 and 1998. Also
includes 275,391 shares of common stock owned by Dickinson Enterprises
Limited Partnership (the "Dickinson Partnership"). The general partner of
the Dickinson Partnership is Dickinson Enterprises, Inc., which is wholly
owned by a revocable trust established for the benefit of Mr. Dickinson
and his heirs (the "Dickinson Trust"). Under the terms of the instrument
governing the Dickinson Trust, Mr. Dickinson has the sole right to vote
and direct the sale of the common stock indirectly held by the Dickinson
Trust.

(13) Includes (i) 460,000 shares of common stock issuable to Mr. Frank upon his
exercise of options granted to him in May 1995 and January 1998 and 1999,
(ii) 9,600 shares of common stock owned by Mr. Frank's wife as to which he
disclaims beneficial ownership, and (iii) 952 shares of common stock owned
by the Jackson S. Woolworth Irrevocable Trust (Mr. Frank is trustee), as
to which Mr. Frank disclaims beneficial ownership.
(14) Includes 8,000 shares of common stock held by the Helen K. Lanterman Trust
(Mr. Lanterman is trustee).

(15) Includes 24,000 shares of common stock issuable to Mr. Zonis upon his
exercise of options granted to him in January 1998 and 1999.

(16) Includes 8,000 shares of common stock owned by Trust Under Will of Norman
Salit (Mr. Birnbach is trustee), and 1,000 shares of common stock owned by
Fullcut Manufacturers Inc. Employee Pension Fund (Mr. Birnbach is the
trustee of such fund), as to which he disclaims beneficial ownership. Also
includes 20,000 shares of common stock issuable to Mr. Birnbach upon his
exercise of stock options granted to him in July 1995.

(17) Includes shares of common stock owned by CG Holding AS and CG Cruise
Invest AS, both of which are owned and controlled by Mr. Brynestad.

(18) Includes 20,000 shares of common stock issuable to Ambassador Capen upon
his exercise of stock options granted to him in April 1999. Also includes
20,000 shares owned by the Capen Trust, of which Mr. Capen is co-trustee.
Also includes 802 shares of common stock owned by Ambassador Capen's wife
as to which he disclaims beneficial ownership.

(19) Includes 20,000 shares of common stock issuable to Dr. Maidique upon his
exercise of stock options granted to him in April 1999.

(20) Includes 11,000 shares of common stock issuable to Mr. Ruben upon his
exercise of stock options granted to him in July 1997.

(21) Includes 20,000 shares of common stock issuable to Mr. Subotnick upon his
exercise of stock options granted to him in July 1997.
(22) Includes 4,000 shares of common stock owned by Mr. Weiser's wife as to
which he disclaims beneficial ownership.

(23) Includes 20,000 shares of common stock issuable to Mr. Zucker upon his
exercise of stock options granted to him in July 1997.

(24) Includes an aggregate of 2,758,200 shares of common stock issuable to
directors and executive officers upon their exercise of previously granted
options.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during and with respect to its most recent fiscal year and upon
written representations from persons known to the Company to be subject to
Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") (a "reporting person") that no Form 5 is required to be filed for such
reporting person, all reporting persons filed on a timely basis reports
required by Section 16(a) of the Exchange Act during the fiscal year ended
November 30, 1999.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

There are 16 nominees for election to our Board of Directors this year.
Each nominee currently serves as a director of the Company. All directors are
to be elected to serve until the next annual meeting and until their successors
are elected.

With respect to each nominee set forth below, the information presented
includes such person's age, the month and year in which such person first
became a director, any other position held with the Company, such person's
principal occupations during the past five years and any directorships held by
such nominee in public or certain other companies.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF
EACH OF THE FOLLOWING NOMINEES.

MICKY ARISON, age 50, has been Chairman of the Board of Directors since
October 1990 and a director since June 1987. He has been Chief Executive
Officer of the Company since 1979. He is Shari Arison's brother.

SHARI ARISON, age 42, was a director from June 1987 until July 1993. Ms.
Arison was reappointed to the Board of Directors in June 1995. Ms. Arison is
Chairman of Arison Holdings (1998) Ltd., a holding company which invests in the
banking, real estate, communications and technology companies, and a member of
the Board of Directors of Bank Hapoalim, the largest bank in Israel. She also
the Chairman of the Board of Trustees of the Arison Foundation, Inc. and the
Ted Arison Charitable Foundation. She is also part owner of Shargad Orchanim
Ltd., which together with its affiliates, owns and manages highway service
centers in Israel. She is Micky Arison's sister.

MAKS L. BIRNBACH, age 79, has been a director since July 1990. Mr.
Birnbach has been the owner and Chairman of the Board of Fullcut Manufacturers
Inc., a New York wholesale importer and exporter of diamonds. Mr. Birnbach is
also a director of the Diamond Manufacturers and Importers Association located
in New York. He is the Vice Chairman of the American Committee of the Weizmann
Institute for Science and a governor of its Research Institute in Rechovot,
Israel.

ATLE BRYNESTAD, age 46, has been a director since April 1999. Mr.
Brynestad is the owner and Chairman and Chief Executive Officer of CG Holding
AS, a Norwegian company which owns various Scandinavian companies within the
real estate and retail industries and a portfolio of publicly traded
securities. He was the founder of Seabourn Cruise Line.

AMBASSADOR RICHARD G. CAPEN, JR., age 65, has been a director since April
1994. He is currently a corporate director, author and business consultant.
From 1992 to 1993, Ambassador Capen served as United States Ambassador to
Spain. From 1989 to 1991, Ambassador Capen served as Vice Chairman of
Knight-Ridder, Inc. Ambassador Capen was the Chairman and Publisher of the
Miami Herald from 1983 to 1989. Ambassador Capen is a member of the Board of
Directors of the Economy Fund, Smallcap Fund and Fixed Income Fund of The
Capital Group.

DAVID CROSSLAND, age 53, was appointed to the Board of Directors in April
1996. Since 1972, Mr. Crossland has been the Chairman and a director of
Airtours plc, an integrated leisure travel group ("Airtours").

ROBERT H. DICKINSON, age 57, has been a director since June 1987. Mr.
Dickinson was Senior Vice President-Sales and Marketing of the Carnival Cruise
Lines division of the Company ("CCL") from 1979 through May 1993. Since May
1993, Mr. Dickinson has served as President and Chief Operating Officer of CCL.

JAMES M. DUBIN, age 53, was appointed to the Board of Directors in July
1995. Mr. Dubin is a Senior Partner with the law firm of Paul, Weiss, Rifkind,
Wharton & Garrison. Mr. Dubin is also a

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member of the Board of Directors of Conair Corporation, an international
designer, manufacturer and marketer of branded consumer products.

HOWARD S. FRANK, age 58, has been Vice Chairman of the Board of Directors
since October 1993 and a director since April 1992. He was appointed Chief
Operating Officer in January 1998. From July 1989 to January 1998, he was Chief
Financial Officer and Chief Accounting Officer of the Company. From July 1975
through June 1989, he was a partner with PricewaterhouseCoopers LLP.

A. KIRK LANTERMAN, age 68, is a Certified Public Accountant and has been a
director since April 1992. He has been Chairman of the Board, President and
Chief Executive Officer of Holland America Line-Westours Inc. ("HALW") since
August 1999. From March 1997 to August 1999, he was Chairman of the Board and
Chief Executive Officer of HALW. From December 1989 to March 1997, he was
President and Chief Executive Officer of HALW. From 1983 to 1989, he was
President and Chief Operating Officer of HALW. From 1979 to 1983 he was
President of Westours, Inc. which merged with Holland America Line in 1983.

MODESTO A. MAIDIQUE, age 59, has been a director since April 1994. He has
been President of Florida International University ("FIU") since 1986. Prior to
assuming the presidency of FIU, Dr. Maidique taught at the Massachusetts
Institute of Technology, Harvard University and Stanford University. Dr.
Maidique has also served as Vice President and General Manager of the
Semiconductor Division of Analog Devices, Inc. which he co-founded in 1969, as
President and Chief Executive Officer of Gerome Therapeutics Collaborative
Research, Inc., a genetics engineering firm, and as General Partner of
Hambrecht & Quist, a venture capital firm. Dr. Maidique is a director of
National Semiconductor, Inc.

WILLIAM S. RUBEN, age 72, has been a director since July 1987. Since April
1989, Mr. Ruben has been the President and sole shareholder of William Ruben,
Inc., a consulting firm based in New York. Mr. Ruben is a director of Sales
Service America, Inc., a public corporation headquartered in Alexandria,
Virginia.

STUART SUBOTNICK, age 58, has been a director since July 1987. Mr.
Subotnick has been a general partner and the Executive Vice President of
Metromedia Company since July 1986. He was a director of Metromedia Inc., a
predecessor company, from 1982 and its Executive Vice President from 1986.
Prior to 1986, Mr. Subotnick was Senior Vice President-Finance of Metromedia
Inc. from October 1983 and a member of the Office of the President from 1982.
He is a director of Metromedia International Group, Inc., Metromedia Fiber
Networks Inc. and Big City Radio Inc.

SHERWOOD M. WEISER, age 69, has been a director since July 1987. Mr.
Weiser has been, since its formation in 1998, Chairman of the Board and Chief
Executive Officer of CRC Holdings, Inc. (d/b/a Carnival Resorts & Casinos).
From 1994 to 1998, Mr. Weiser served as Chairman and Chief Executive Officer of
CHC International, Inc., an independent hotel and casino development and
management company. Mr. Weiser is a member of the Board of Directors of Mellon
United National Bank and Wyndham International, Inc. (formerly Patriot American
Hospitality Operating Co.) and a trustee of the University of Miami.

MESHULAM ZONIS, age 66, has been a director since June 1987. Mr. Zonis has
been Senior Vice President-Operations of CCL since 1979.

UZI ZUCKER, age 64, has been a director since July 1987. Mr. Zucker joined
Bear, Stearns & Co. in 1967 and was a Limited Partner until 1982 and has been a
General Partner thereafter. Mr. Zucker has been a Senior Managing Director of
Bear, Stearns & Co. Inc. ("Bear Stearns") since 1985. He is a director of
Conair Corporation, Jerusalem Economic Corporation Ltd., Alliance Tire Company
Ltd. and Industrial Buildings Corporation Ltd.

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PROPOSAL NO. 2

AMENDMENT OF SECOND AMENDED AND
RESTATED ARTICLES OF INCORPORATION

The Board of Directors has approved, subject to the approval of the
shareholders of the Company, an amendment to the Company's Second Amended and
Restated Articles of Incorporation (the "Restated Articles"). At the Annual
Meeting, shareholders will be asked to approve the amendment. A translation of
the full text of the amendment is attached to this Proxy Statement as Appendix
A and readers are urged to refer to it for a complete description of the
amendment to the Restated Articles.

On February 8, 2000, the United States Treasury Department issued proposed
Treasury Regulations to Section 883 of the Internal Revenue Code of 1986, as
amended (the "Code"), relating to income derived by foreign corporations from
the international operation of a ship or ships (which includes certain cruise
ship income). The proposed regulations provide, in general, that a foreign
corporation organized in a qualified foreign country and engaged in the
international operation of ships will exclude such income from gross income for
purposes of federal income taxation provided that the corporation can satisfy
certain ownership requirements, including, among other things, that its stock
be publicly traded. A corporation's stock that is otherwise publicly traded
will fail to satisfy this requirement if it is closely held, i.e., that 50% or
more of its stock is owned by persons who each own 5% or more of the
corporation's stock.

To the best of the Company's knowledge, after due investigation, it
currently qualifies as a publicly traded corporation under these proposed
regulations. However, because the Principal Shareholders own approximately 45%
of the Company's common stock, there is the potential that another shareholder
could acquire 5% or more of the Company's common stock which could jeopardize
the Company's qualification as a publicly traded corporation. If the Company in
the future were to fail to qualify as a publicly traded corporation, the
Company would be subject to United States income tax on its income associated
with its cruise operations in the United States ("United States Shipping Income
Tax"). In such event, the Company and its shareholders would be materially and
adversely affected. In particular, the Company's net income and stock price
would be negatively impacted. As a precautionary matter, the Board of Directors
has approved an amendment to the Restated Articles that is designed to ensure
that the Company will continue to qualify as a publicly traded corporation
under the proposed regulations.

The proposed amendment provides that no one person or group of related
persons may own, or be deemed to own by virtue of the attribution provisions of
the Code, more than 4.9% of the Company's common stock, whether measured by
vote, value or number (the "Ownership Limit"), other than the Existing Holders
(generally defined to be the Principal Shareholders and their permitted
transferees). In addition, the proposed amendment generally restricts the
transfer of any shares of the Company's common stock if such transfer would
leave the Company subject to United States tax on its income associated with
its United States Shipping Income Tax. In general, the attribution rules
attribute stock (i) among members of the same family, (ii) to shareholders
owning 50% or more of a corporation from that corporation, (iii) among
corporations which are members of the same controlled group, (iv) among
grantors, beneficiaries and fiduciaries of trusts, and (v) to partners of a
partnership from that partnership. The Ownership Limit will not apply to the
Existing Holders. The Existing Holders will be permitted to transfer their
shares of the Company's common stock without complying with the Ownership Limit
so long as transfer does not cause the Company to be subject to United States
Shipping Income Tax.

To the best of the Company's knowledge, after due investigation, no
person, other than the Existing Holders, owns more than 4.9% of the value of
the Company's common stock. To the extent that any person is in violation of
the Ownership Limit on the date the proposed amendment becomes effective, such
person will be subject to the consequences described below. These consequences
can be avoided by transferring any shares of common stock in excess of the
Ownership Limit prior to the

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effectiveness of the proposed amendment. If adopted by the Company's
shareholders, the proposed amendment will become effective shortly after the
Company's annual meeting of shareholders on April 10, 2000.

The proposed amendment provides that the Board of Directors may waive the
Ownership Limit or transfer restrictions (in any specific instance) if evidence
satisfactory to the Board of Directors and tax counsel to the Company is
presented that such ownership will not jeopardize the Company's status as
exempt from United States income taxation on gross income from the
international operation of a ship or ships, within the meaning of Section 883
of the Code. The Board of Directors may also terminate the Ownership Limit and
transfer restrictions generally at any time for any reason.

Under the proposed amendment, if a purported transfer or other event
(including owning shares of common stock in excess of the Ownership Limit on
the effective date of the proposed amendment) results in the ownership of
common stock by any shareholder in violation of the Ownership Limit (or cause
the Company to be subject to United States Shipping Income Tax), such shares of
common stock in excess of the Ownership Limit or which would cause the Company
to be subject to United States Shipping Income Tax will automatically be
designated as "Excess Shares" to the extent necessary to ensure that the
purported transfer or other event does not result in ownership of common stock
in violation of the Ownership Limit (or causes the Company to become subject to
United States Shipping Income Tax) and any proposed transfer that would result
in such an event would be void. Any purported transferee or other purported
holder of Excess Shares will be required to give written notice to the Company
of a purported transfer or other event that would result in Excess Shares. The
purported transferee or holders of such Excess Shares shall have no rights in
such Excess Shares, other than a right to the payments described below.

Excess Shares will not be treasury stock but rather will continue to be
issued and outstanding shares of common stock of the Company. While
outstanding, Excess Shares will be transferred to a trust. The trustee of such
trust will be appointed by the Company and will be independent of the Company
and the purported holder of the Excess Shares. The beneficiary of such trust
will be one or more charitable organizations selected by the trustee. The
trustee will be entitled to vote the Excess Shares on behalf of the
beneficiary. If, after the purported transfer or other event resulting in
Excess Shares and prior to the discovery by the Company of such transfer or
other event, dividends or distributions are paid with respect to such Excess
Shares, such dividends or distributions will be repaid to the trustee upon
demand for payment to the charitable beneficiary. All dividends received or
other income declared by the trust will be paid to the charitable beneficiary.
Upon liquidation, dissolution or winding up of the Company, the purported
transferee or other purported holder will receive a payment that reflects a
price per share for such Excess Shares generally equal to the lesser of (i) in
the case of Excess Shares resulting from a purported transfer, the price per
share paid in the transaction that created such Excess Shares (or, in the case
of certain other events, the market price per share for the Excess Shares on
the date of such event), or (ii) in the case of Excess Shares resulting from an
event other than a purported transfer, the market price for the Excess Shares
on the date of such event.

At the direction of the Board of the Directors, the trustee will transfer
the Excess Shares held in trust to a person or persons (including the Company)
whose ownership of such Excess Shares will not violate the Ownership Limit or
otherwise cause the Company to become subject to United States Shipping Income
Tax within 180 days after the later of the transfer or other event that
resulted in such Excess Shares or the Company becomes aware of such transfer or
event. If such a transfer is made, the interest of the charitable beneficiary
will terminate, the designation of such shares as Excess Shares will cease and
the purported holder of the Excess Shares will receive the payment described
below. The purported transferee or holder of the Excess Shares will receive a
payment that reflects a price per share for such Excess Shares equal to the
lesser of (i) the price per share received by the trustee and (ii) the price
per share such purported transferee or holder paid in the purported transfer
that resulted in the Excess Shares (or, if the purported transferee or holder
did not give value for such Excess Shares (through a gift, devise or other
event) a price per share equal to the market price on the date of the purported
transfer or other event that resulted in the Excess Shares). A purported holder
of the Excess

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Shares will not be permitted to receive an amount that reflects any
appreciation in the Excess Shares during the period that such Excess Shares
were outstanding. Any amount received in excess of the amount permitted to be
received by the purported transferee or holder of the Excess Shares must be
turned over to the charitable beneficiary of the trust.

If the foregoing restrictions are determined to be void or invalid by
virtue of any legal decision, statute, rule or regulation, then the intended
transferee or holder of any Excess Shares may be deemed, at the option of the
Company, to have acted as an agent on behalf of the Company in acquiring or
holding such Excess Shares and to hold such Excess Shares on behalf of the
Company.

The Company will have the right to purchase any Excess Shares held by the
trust for a period of 90 days from the later of (i) the date the transfer or
other event resulting in Excess Shares has occurred and (ii) the date the Board
of Directors determines in good faith that a transfer or other event resulting
in Excess Shares has occurred. The price per Excess Share to be paid by the
Company will be equal to the lesser of (i) the price per share paid in the
transaction that created such Excess Shares (or, in the case of certain other
events, the market price per share for the Excess Shares on the date of such
event), or (ii) the lowest market price for the Excess Shares at any time after
their designation as Excess Shares and prior to the date the Company accepts
such offer.

Shareholders should be aware that the Ownership Limit contained in the
proposed amendment, if adopted, could have the effect of delaying, deferring or
preventing a change in control of the Company or other transaction in which the
Company's shareholders might receive a premium for their shares of common stock
over the then-prevailing market price or which such holders might believe to be
otherwise in their best interests. To the extent that the proposed regulations
are either not adopted or are adopted in form which, in the opinion of the
Board of Directors, does not require the proposed amendment to ensure that the
Company will maintain its income tax exemption for its shipping income, the
Board of Directors may determine, in its sole discretion, to terminate the
Ownership Limit and the transfer restrictions in the amendment.

For the reasons stated above, the Board believes that it is in the best
interests of the Company and its shareholders to approve the amendment.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ADOPTION OF
THE PROPOSED AMENDMENT TO THE RESTATED ARTICLES TO PROHIBIT ANY PERSON, OTHER
THAN THE EXISTING HOLDERS, FROM ACQUIRING OR HOLDING SHARES THAT WOULD GIVE
SUCH PERSON IN THE AGGREGATE MORE THAN 4.9% OF THE VALUE OF THE SHARES OF
COMMON STOCK OF THE COMPANY.

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PROPOSAL NO. 3

RATIFICATION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

The Board of Directors has selected PricewaterhouseCoopers LLP as
independent certified public accountants of the Company for the fiscal year
ending November 30, 2000, subject to approval of the shareholders. A
representative of such firm will be present at the Annual Meeting and will have
an opportunity to make a statement if he desires to do so and is expected to
respond to appropriate questions which the shareholders might have.

Although ratification by the shareholders of the appointment of
independent certified public accountants is not legally required, the Board of
Directors believes that such action is desirable.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF
THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS FOR THE 2000 FISCAL YEAR.

BOARD STRUCTURE AND COMMITTEE MEETINGS

During the fiscal year ended November 30, 1999, the Board of Directors
held a total of five meetings and acted on one occasion by written consent. The
Board of Directors has established standing Executive, Audit, Nominating,
Compensation and Plan Administration Committees. The membership during fiscal
1999 and the function of each committee are described below. During the fiscal
year ended November 30, 1999, except for Shari Arison and David Crossland, each
director attended at least 75% of all Board of Directors and applicable
committee meetings.

[Enlarge/Download Table]

NUMBER OF MEETINGS/
NAME OF COMMITTEE CONSENT ACTIONS
& MEMBERS FUNCTIONS OF THE COMMITTEE IN FISCAL 1999
--------------------------------------- -------------------------- -------------------

EXECUTIVE: /bullet/ Exercises the authority of the full Board 13
Micky Arison, Chair of Directors in between Board meetings
Howard S. Frank
Maks L. Birnbach

AUDIT: /bullet/ Inspects the work and written reports of 4
Stuart Subotnick, Chair Company's internal audit department
Richard G. Capen, Jr. /bullet/ Reviews submission from independent auditors
William S. Ruben /bullet/ Makes recommendations regarding the selection
of independent auditors

NOMINATING: /bullet/ Nominates directors to be elected by the 1
Uzi Zucker, Chair Shareholders
Sherwood M. Weiser

COMPENSATION: /bullet/ Makes recommendations for compensation of 2
Sherwood M. Weiser, Chair independent directors and senior management
Micky Arison
Modesto A. Maidique
Uzi Zucker

PLAN ADMINISTRATION: /bullet/ Administers stock incentive plans 10
Sherwood M. Weiser, Chair /bullet/ Makes grants of stock and option awards
Modesto A. Maidique
Uzi Zucker

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COMPENSATION OF DIRECTORS

The following table provides information on the Company's compensation and
reimbursement practices during fiscal 1999 for non-employee directors (other
than Atle Brynestad and David Crossland who have elected to serve without
compensation). Directors who are employed by the Company or its subsidiaries do
not receive any compensation for their Board activities.

[Enlarge/Download Table]

Annual Director Retainer .......................................... $28,000
Additional Retainer for Committee Chair ........................... $4,000
Additional Retainer for Committee Membership ...................... $2,000
Board and Committee Meeting Attendance Fees (per meeting) ......... $1,000
Reimbursement for Expenses Attendant to Board Membership .......... Yes
Stock Options .....................................................20,000 per 5-years of service

Based on various surveys of directors' compensation, the Compensation
Committee of the Board of Directors has recommended to the Board of Directors
and the Board of Directors has approved, an increase in the annual retainer for
members of the Board of Directors to $38,000 per year and the attendance fee
per Board meeting to $2,000, effective January 10, 2000.

On July 10, 1993, the Board of Directors adopted the 1993 Outside
Directors' Stock Option Plan (the "Outside Director Plan") to provide
additional compensation to non-employee directors. Each non-employee director
elected or appointed to the Board for the first time is granted an option to
purchase 20,000 shares of common stock. Thereafter, for each five-year period
of consecutive service as a non-employee director, an option to purchase an
additional 20,000 shares of common stock is granted. The exercise price of each
option granted under the Outside Director Plan may not be less than the average
of the high and the low sales price of a share of common stock on the New York
Stock Exchange on the date of grant.

Options granted under the Outside Director Plan are immediately
exercisable for a period of five years from the date of grant for options
granted prior to April 13, 1998 and ten years from the date of grant for
options granted on or after April 13, 1998. The maximum number of shares of
common stock which may be made subject to options under the Outside Director
Plan is 800,000. The Outside Director Plan is effective for a period of ten
years from the date of adoption by the Board of Directors.

During fiscal 1999, 20,000 options were granted to each of Richard G.
Capen, Jr. and Modesto A. Maidique effective April 19, 1999 at an exercise
price of $46.875 per share. Shari Arison, Atle Brynestad, David Crossland and
James M. Dubin do not receive options under the Outside Director Plan.

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EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by, or
paid to the Company's Chief Executive Officer and its four other most highly
compensated executive officers for the fiscal year ending November 30, 1999 as
well as their compensation for each of the fiscal years ending November 30,
1998 and November 30, 1997.

SUMMARY COMPENSATION TABLE

[Enlarge/Download Table]

ANNUAL COMPENSATION
-------------------------------------------------

OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($)(1)
--------------------------- ---- --------- -------- ------------------

Micky Arison 1999 501,000 1,500,000 128,500
Chairman, CEO 1998 501,000 1,500,000 104,900
and Director 1997 501,000 1,100,000 93,000

Howard S. Frank 1999 406,000 1,480,000 --
Vice Chairman, COO 1998 408,000 1,300,000 --
and Director 1997 408,000 900,000 --

Robert H. Dickinson 1999 412,000 1,248,000(3) --
President and COO of 1998 414,000 1,001,000(3) --
CCL and Director 1997 413,000 814,000(3) --

A. Kirk Lanterman 1999 214,000 845,000(4) --
Chairman and CEO of 1998 214,000 873,000(4) --
HAL-Westours Inc. 1997 214,000 800,000(4) --
and Director

Meshulam Zonis 1999 308,000 638,000(3) --
Sr. VP Operations of 1998 308,000 520,000(3) --
CCL and Director 1997 308,000 430,000(3) --

LONG TERM COMPENSATION AWARDS
----------------------------------
NUMBER OF
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION AWARDS($)(2) OPTIONS/SARS(#) COMPENSATION($)
--------------------------- ------------ --------------- ---------------

Micky Arison 2,636,250 120,000 --
Chairman, CEO 2,745,000 120,000 --
and Director 1,595,625 120,000 --

Howard S. Frank 2,196,875 100,000 --
Vice Chairman, COO 2,287,500 100,000 --
and Director 1,329,688 100,000 --

Robert H. Dickinson 1,817,500 64,000 --
President and COO of 1,442,500 80,000 --
CCL and Director 856,250 80,000 --

A. Kirk Lanterman -- -- 14,000(5)
Chairman and CEO of -- -- 16,000(5)
HAL-Westours Inc. -- -- 16,000(5)
and Director

Meshulam Zonis 118,828(3) 40,000 --
Sr. VP Operations of 123,863(3) 40,000 --
CCL and Director 73,678(3) 40,000 --

---------------
(1) Represents the fair market value of personal use of corporate aircraft. For
the other named executive officers listed in the table, personal benefits
for each executive officer did not exceed $50,000 or 10% of such executive
officer's total annual salary and bonus for the fiscal years ended
November 30, 1999, 1998 and 1997, respectively.

(2) Represents the value, based on the closing market price of the common stock
on the New York Stock Exchange on the date of grant. As of November 30,
1999, Messrs. Arison, Frank, Dickinson, Lanterman and Zonis owned
114,696,002 shares, 121,839 shares, 316,208 shares, 210,780 shares, and
530,428 shares of restricted common stock, respectively. At November 30,
1999, based on the closing price of the common stock on such date, such
restricted shares of common stock owned by Messrs. Arison, Frank,
Dickinson, Lanterman and Zonis had a value of $5,060,961,088, $5,376,146,
$13,952,678, $9,300,668, and $23,405,136, respectively. The restricted
shares of common stock held by such executive officers have the same
rights with respect to dividends and other distributions as all other
outstanding shares of common stock.

(3) Represents payments to Mr. Dickinson and Mr. Zonis pursuant to the 1994
Carnival Cruise Lines Key Management Incentive Plan (the "CCL Plan") which
allows key management employees of the Carnival Cruise Lines division of
the Company to participate in an incentive award pool. For fiscal 1999 the
incentive award pool was 1.79% of (i) the consolidated net income of
Carnival Cruise Lines division of the Company ("CCL Net Income") for the
fiscal year ended November 30, 1999, minus (ii) $190,649,000. For fiscal
1998, the incentive award pool was 1.94% of (i) the CCL Net Income for the
fiscal year ended November 30, 1998, minus (ii) $183,107,000. For fiscal
1997, the incentive award pool was 1.75% of (i) the CCL Net Income for the
fiscal years ended November 30, 1997, minus (ii) $188,355,000. Beginning
in 1997, Mr. Dickinson's annual bonus payable pursuant to the CCL Plan was
paid entirely in cash. For all other participants, including Mr. Zonis, a
portion of the annual bonus payable pursuant to the CCL Plan is payable in
shares of common stock which vest one year following the date of grant.

(4) Represents amounts payable to Mr. Lanterman pursuant to the Holland America
Line-Westours Inc. ("HALW") Key Management Incentive Plan (the "HALW
Plan") which allowed key management employees of HALW to participate in an
incentive award pools for both fiscal 1999 and 1998 of 3.4% of the
consolidated net income of HAL Antillen N.V. The participation percentage
for fiscal 1997 was 3.7% of the consolidated net income of HAL Antillen
N.V. For fiscal 1999, 1998 and 1997, $2,250,000, $2,200,000 and
$1,802,000, respectively, have been deferred by Mr. Lanterman pursuant to
the terms of a Retirement and Consulting Agreement (see "Retirement and
Consulting Agreement" below).

(5) Represents amounts paid on behalf of Mr. Lanterman pursuant to the Westours
Profit Sharing Plan (the "Profit Sharing Plan") and the Westours Employee
Savings Plan (the "Savings Plan"). The amounts paid or accrued to Mr.
Lanterman under the Profit Sharing Plan in fiscal 1999, 1998 and 1997 were
$11,200, $12,800 and $12,800, respectively. The employer contributions
made on behalf of Mr. Lanterman under the Savings Plan for fiscal 1999,
1998 and 1997 were $3,200, $3,333 and $3,167, respectively. The Profit
Sharing Plan and the Savings Plan are generally available to all employees
of HALW.

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OPTION GRANTS IN LAST FISCAL YEAR(1)

The following table sets forth all stock options granted to

Carnival Corp · PRE 14A · For 4/10/00

Filed On 3/1/00 · SEC File 1-09610 · Accession Number 950170-0-309

Preliminary Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Preliminary Proxy Solicitation Material · Schedule 14A
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