UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 1998 CARNIVAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Republic of Panama 1-9610 59-1562976 - -------------------------------------------------------------------------------- (State of other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3655 N.W. 87th Avenue, Miami, Florida 33178-2428 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (305) 599-2600 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Page 2 ITEM 5. OTHER EVENTS. On April 15, 1998, Carnival Corporation consummated the issuance of $200 million aggregate principal amount of its 5.65% Notes Due October 15, 2000 (the "2000 Notes") and $200 million aggregate principal amount of its 6.15% Notes Due April 15, 2008 (the "2008 Notes" and, collectively with the 2000 Notes, the "Notes"). Bear, Stearns & Co. Inc. and Chase Securities Inc. served as Underwriters for the offering of the Notes (the "Offering"). Attached hereto as Exhibits 1, 4.1 and 4.2 are copies of the applicable Underwriting Agreement and each Officers' Certificate which set forth the terms of the Notes. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS: The exhibits listed below relate to the Registration Statements (Nos. 33-50947 and 333-43269) on Form S-3 of the Registrant and are filed herewith for incorporation by reference in such Registration Statements. Exhibit No. Description of Exhibit - ----------- ---------------------- 1 Underwriting Agreement dated April 6, 1998 between the Registrant and Bear, Stearns & Co. Inc. and Chase Securities Inc. 4.1 Officers' Certificate dated April 15, 1998 pursuant to Sections 3.1 and 3.3 of the Indenture, which has attached thereto as an Exhibit a form of 5.65% Notes Due October 15, 2000 of the Registrant. 4.2 Officer's Certificate dated April 15, 1998 pursuant to Sections 3.1 and 3.3 of the Indenture, which has attached thereto as an Exhibit a form of 6.15% Notes Due April 15, 2008 of the Registrant. Page 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARNIVAL CORPORATION Dated: May 12, 1998 By: /s/ Howard S. Frank ------------------- Howard S. Frank, Vice Chairman and Chief Operating Officer Page 4 Exhibit Index ------------- Exhibit No. Description of Exhibit - ----------- ---------------------- 1 Underwriting Agreement dated April 6, 1998 between the Registrant and Bear, Stearns & Co. Inc. and Chase Securities Inc. 4.1 Officers' Certificate dated April 15, 1998 pursuant to Sections 3.1 and 3.3 of the Indenture, which has attached thereto as an Exhibit a form of 5.65% Notes Due October 15, 2000 of the Registrant. 4.2 Officer's Certificate dated April 15, 1998 pursuant to Sections 3.1 and 3.3 of the Indenture, which has attached thereto as an Exhibit a form of 6.15% Notes Due April 15, 2008 of the Registrant.