1 FORM 10-K/A #1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30, 1994 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------- ---------------- Commission file number 1-9610 CARNIVAL CORPORATION -------------------- (Exact name of registrant as specified in its charter) REPUBLIC OF PANAMA 59-1562976 ------------------ ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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 -------------- Securities registered pursuant to Section 12(b) of the Act: NAME OF EXCHANGE ON WHICH ------------------------- TITLE OF EACH CLASS REGISTERED ------------------- ---------- Class A Common Stock New York Stock ($.01 par value) Exchange, Inc. 4-1/2% Convertible New York Stock Subordinated Notes due July 1, 1997 Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the 2 best of Registrant's knowledge, in any definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]. The aggregate market value of the voting stock held by non-affiliates of the Registrant is approximately $2,172,000,000 based upon the closing market price on February 8, 1995 of a share of Class A Common Stock on the New York Stock Exchange as reported by the Wall Street Journal. At February 8, 1995, the Registrant had outstanding 227,657,557 shares of its Class A Common Stock, $.01 par value and 54,957,142 shares of its Class B Common Stock, $.01 par value. 3 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (A)(3) EXHIBITS: A. Exhibit 13 to the Registrant's Annual Report on Form 10-K is hereby amended to correct the amount of authorized shares of Class A and Class B Common Stock set forth in the Consolidated Balance Sheet of the Registrant. The corrected amounts are 399,500,000 authorized shares of Class A Common Stock and 100,500,000 authorized shares of Class B Common Stock. The Consolidated Balance Sheet was filed with the commission on page 20 of the Registrant's 1994 Annual Report and incorporated by reference into the Registrant's Annual Report of Form 10-K. Exhibit 13, as amended, is attached hereto and refiled in its entirety. B. Part IV, Item 14(a)(3) of the Annual Report on Form 10-K is hereby amended to file the five previously unfiled Exhibits listed below. The Registrant has requested confidential treatment of certain portions of such exhibits. 10.23 Shipbuilding Agreement dated January 14, 1995 between Utopia Cruises, Inc. and Fincantieri-Cantieri Navali Italiani S.p.A. 10.24 Shipbuilding Agreement dated January 14, 1995 between Wind Surf Limited and Fincantieri-Cantieri Navali Italiani S.p.A. 10.25 Shipbuilding Agreement dated December 7, 1994 between Carnival Corporation and Kvaerner Masa-Yards, Inc. 10.26 Shipbuilding Agreement dated January 12, 1995 between Carnival Corporation and Kvaerner Masa-Yards, Inc. 10.27 Shipbuilding Agreement dated March 25, 1992 between Carnival Corporation and Kvaerner Masa-Yards, Inc. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, and the State of Florida on this 20th day of March 1995. CARNIVAL CORPORATION By: /S/ HOWARD FRANK ----------------------------------- Howard Frank, Vice Chairman and Chief Financial Officer