0000950142-12-001561.txt : 20120716 0000950142-12-001561.hdr.sgml : 20120716 20120716170818 ACCESSION NUMBER: 0000950142-12-001561 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20120716 DATE AS OF CHANGE: 20120716 GROUP MEMBERS: ARTSFARE 2003 TRUST GROUP MEMBERS: ARTSFARE 2005 TRUST NO. 2 GROUP MEMBERS: ETERNITY TWO TRUST GROUP MEMBERS: J.P. MORGAN TRUST CO OF DELAWARE GROUP MEMBERS: JAMES M. DUBIN GROUP MEMBERS: JMD DELAWARE INC. GROUP MEMBERS: JOHN J. O'NEIL GROUP MEMBERS: KNIGHT PROTECTOR INC. GROUP MEMBERS: MA 1994 B SHARES INC. GROUP MEMBERS: MA 1994 B SHARES L.P. GROUP MEMBERS: MBA I L.P. GROUP MEMBERS: MICKY ARISON GROUP MEMBERS: RICHARD L. KOHAN GROUP MEMBERS: SUNTRUST DELAWARE TRUST CO GROUP MEMBERS: TAMMS MANAGEMENT CORP GROUP MEMBERS: VERUS PROTECTOR LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARISON MICKY MEIR CENTRAL INDEX KEY: 0001142244 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O PAUL WEISS RIFKIND WHARTON STREET 2: 1285 AVENUE OF THE AMERICAS 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10019-6064 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CARNIVAL CORP CENTRAL INDEX KEY: 0000815097 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 591562976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39580 FILM NUMBER: 12964212 BUSINESS ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178-2428 BUSINESS PHONE: 3055992600 MAIL ADDRESS: STREET 1: 3655 N W 87TH AVE STREET 2: PO BOX 1347 CITY: MIAMI STATE: FL ZIP: 33178 FORMER COMPANY: FORMER CONFORMED NAME: CARNIVAL CRUISE LINES INC DATE OF NAME CHANGE: 19920703 SC 13D/A 1 eh1200897_sc13da13.htm AMENDMENT NO. 13 eh1200897_sc13da13.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Schedule 13D
(Rule 13d-102)
 
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
 
Carnival Corporation
Carnival plc 
(Name of Issuer)
 
Common Stock, par value $0.01 per share, of Carnival Corporation
Special Voting Share of Carnival plc
Trust Shares (representing beneficial interests in the P&O Princess Special Voting Trust) 
(Title of Class of Securities)
 
Common Stock:  143658 10 2 and 143658 30 0**
Special Voting Share:  G7214F 12 2
Trust Shares:  143658 30 0**
(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)
 
July 16, 2012 
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  o
 
NOTE:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 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).
 
**  The Common Stock and the Trust Shares trade together under CUSIP Number 143658 30 0.  See Items 1 and 4 of this Schedule 13D for additional information.
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 2 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
TAMMS MANAGEMENT CORPORATION
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
32,439
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
32,439
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
32,439
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.0%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 3 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MA 1994 B SHARES, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
103,638,843
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
103,638,843
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
103,638,843
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.4%
  
14
TYPE OF REPORTING PERSON
 
PN
  

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 4 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MA 1994 B SHARES, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
103,638,843
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
103,638,843
10
SHARED DISPOSITIVE POWER
 
-0-
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
103,638,843
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
17.4%
  
14
TYPE OF REPORTING PERSON
 
CO
  

 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 5 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MICKY ARISON
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
110,632,792
8
SHARED VOTING POWER
 
69,282,739
9
SOLE DISPOSITIVE POWER
 
106,654,217
10
SHARED DISPOSITIVE POWER
 
99,227,130
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
179,915,531
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
30.2%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 6 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ETERNITY TWO TRUST
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
574,504
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
574,504
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
574,504
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 7 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JMD DELAWARE, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
6,455,556
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
6,455,556
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 8 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JAMES M. DUBIN
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,000
8
SHARED VOTING POWER
 
62,220,704
9
SOLE DISPOSITIVE POWER
 
1,000
10
SHARED DISPOSITIVE POWER
 
68,676,260
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
68,677,260
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
11.5%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 

 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 9 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ARTSFARE 2005 TRUST No. 2
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
37,580,930
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,580,930
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 10 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
KNIGHT PROTECTOR, INC.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
29,944,391
8
SHARED VOTING POWER
 
31,701,809
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
62,220,704
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
62,220,704
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.4%
  
14
TYPE OF REPORTING PERSON
 
CO
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 11 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
SUNTRUST DELAWARE TRUST COMPANY
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
750,000
8
SHARED VOTING POWER
 
-0-
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
37,580,930
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
38,330,930
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.4%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 12 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
J.P. MORGAN TRUST COMPANY OF DELAWARE
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
574,504
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
574,504
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
574,504
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 13 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
ARTSFARE 2003 TRUST
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Florida
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
900,000
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
932,439
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
932,439
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 14 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
MBA I, L.P.
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
900,000
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
932,439
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
932,439
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0.1%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 15 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
JOHN J. O’NEIL
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
62,795,208
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
62,795,208
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
62,795,208
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
10.5%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 16 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
VERUS PROTECTOR, LLC
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
37,580,930
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
37,580,930
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,580,930
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
OO
  
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 17 of 25


 
1
NAME OF REPORTING PERSON OR
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
RICHARD L. KOHAN
  
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)  o
(b)  x
3
SEC USE ONLY
 
 
  
4
SOURCE OF FUNDS
 
Not Applicable
  
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
 
 
 o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
  
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH
7
SOLE VOTING POWER
 
1,000
8
SHARED VOTING POWER
 
37,581,930
9
SOLE DISPOSITIVE POWER
 
1,000
10
SHARED DISPOSITIVE POWER
 
37,581,930
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
37,582,930
  
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
 
 o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.3%
  
14
TYPE OF REPORTING PERSON
 
IN
  
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 18 of 25

 
 
 
The Schedule 13D relating to Carnival Corporation and Carnival plc is being filed by TAMMS Management Corporation (“TAMMS Corp.”), MA 1994 B Shares, L.P. (“B Shares, L.P.”), MA 1994 B Shares, Inc. (“B Shares, Inc.”), Micky Arison, Eternity Two Trust, JMD Delaware, Inc., James M. Dubin, Artsfare 2005 Trust No. 2, Knight Protector, Inc., SunTrust Delaware Trust Company, J.P. Morgan Trust Company of Delaware, Artsfare 2003 Trust, MBA I, L.P., John J. O’Neil, Verus Protector, LLC and Richard L. Kohan (collectively, the “Reporting Persons”).  This Amendment No. 13 is being filed to reflect the addition of new Reporting Persons and an exit filing by JMNJ Protector, LLC and Richard Skor and Jafasa Continued Irrevocable Trust. This Schedule 13D is hereby amended as follows:
 
 
Item 1. 
Security and Issuer

No material change.

Item 2. 
Identity and Background
 
On July 13, 2012, Verus Protector, LLC (“Verus Protector”) replaced JMNJ Protector, LLC as the protector of Artsfare 2005 Trust No. 2.  Richard L. Kohan is the sole member of Verus Protector, LLC.
 
On September 26, 2011, Jafasa Continued Irrevocable Trust transferred all of its Shares to Dozer Trust as a distribution for no consideration.  SunTrust Delaware Trust Company is the sole trustee of Dozer Trust.
 
Verus Protector is a Delaware LLC.  Mr. Kohan is the sole member of Verus Protector.  Its principal address is at Two Alhambra Plaza, Suite 1040, Coral Gables, Florida 33134.
 
Mr. Kohan is the president of AFO, LLC. AFO, LLC’s principal address is at Two Alhambra Plaza, Suite 1040, Coral Gables, Florida 33134.  Mr. Kohan is a U.S. Citizen.

Neither Mr. Kohan nor Verus Protector have:
 
 
—
during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or
 
—
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 2 is hereby further amended by deleting paragraphs relating to Jafasa Continued Irrevocable Trust,  JMNJ Protector, LLC, Mr. Richard Skor, Balluta, and the Shari Arison Guernsey Trust and amending the paragraph describing Mr. James M. Dubin’s occupation and mailing address to Consultant, and c/o Madison Place Partners, LLC, One Madison Place, Harrison, NY. 10528-1307, respectively.
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 19 of 25
 

 
Item 3. 
Source and Amount of Funds or Other Consideration
 
No material change.
 
Item 4. 
Purpose of Transaction
 
Not applicable.
 
Item 5. 
Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety as follows:
 
All ownership percentages set forth herein assume that there are 596,229,586 Shares outstanding, representing the total number of shares reported by Carnival Corporation in its Quarterly Report on Form 10-Q for the quarter ended May 31, 2012 filed with the SEC on July 2, 2012.
 
(a) and (b)(i)
 
(i)           TAMMS Corp. may be deemed to beneficially own all of the 32,439 Shares (approximately 0.0% of the total number of Shares outstanding) it directly holds.  TAMMS Corp. has sole voting and shared dispositive power with respect to such Shares.
 
(ii)           B Shares, L.P. beneficially owns an aggregate of 103,638,843 Shares (approximately 17.4% of the total number of Shares outstanding), which its holds directly.  B Shares, L.P. has sole voting and dispositive power with respect to all such Shares.
 
(iii)           B Shares, Inc. beneficially owns an aggregate of 103,638,843 Shares (approximately 17.4% of the total number of Shares outstanding), 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.
 
(iv)           Micky Arison beneficially owns an aggregate of 179,915,531 Shares (approximately 30.2% of the total number of Shares outstanding), 2,476,981 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 Nickel 2003 Revocable Trust, 538,393 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 Nickel 97-07 Trust, 103,638,843 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 Nickel 1994 “B” Trust, 69,282,739 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 and 3,978,575 Shares with respect to which he has a beneficial interest by virtue of the interest and authority granted to him under instruments for various grantor retained annuity trusts for his benefit: Nickel 2008 GRAT, Nickel 2008-2 GRAT, Nickel 2009 GRAT and Nickel 2010 GRAT (together, the “GRATS”).  Micky Arison has shared dispositive and voting power with respect to the 37,580,930 Shares held by the Artsfare 2005 Trust No. 2, and 31,701,809 Shares held by the Eternity Four Trust.   Micky Arison has sole voting and
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 20 of 25
 
 
 
dispositive power with respect to the 538,393 Shares held by the Nickel 97-07 Trust and the 103,638,843 Shares indirectly held by the Nickel 1994 “B” Trust.  Micky Arison has sole voting and shared dispositive power with respect to the 2,476,981 Shares held by the Nickel 2003 Revocable Trust and the 3,978,575  Shares held by the GRATS.  Micky Arison is deemed to be the beneficial owner of the 3,978,575 Shares held by the GRATS.
 
(v)           Eternity Two Trust beneficially owns an aggregate of 574,504 Shares (approximately 0.1% of the total number of Shares outstanding), which it holds directly.  Eternity Two Trust has shared voting and dispositive power with respect to the 574,504 Shares held by it.
 
(vi)           JMD Delaware, Inc. beneficially owns an aggregate of 6,455,556 Shares (approximately 1.1% of the total number of Shares outstanding), by virtue of being the trustee of the Nickel 2003 Revocable Trust and the various GRATS for the benefit of Micky Arison.  JMD Delaware, Inc. has shared dispositive power with respect to the 2,476,981 Shares held by the Nickel 2003 Revocable Trust and the 3,978,575 Shares held by the GRATS.  Accordingly, JMD Delaware, Inc. may be deemed to beneficially own such Shares for which it expresses voting and/or dispositive power.  JMD Delaware, Inc. disclaims beneficial ownership of all such Shares.
 
(vii)           James M. Dubin beneficially owns an aggregate of 68,677,260 Shares (approximately 11.5% of the total number of Shares outstanding), 1,000 Shares of which he holds directly and 68,676,260 Shares with respect to which he has a beneficial interest by virtue of being the sole shareholder of JMD Delaware, Inc. and a fifty-percent shareholder of Knight Protector, Inc..  Mr. Dubin has sole voting and dispositive power with respect to the 1,000 Shares he holds directly.  Mr. Dubin has shared voting power with respect to 29,944,391 Shares held by Eternity Four Trust,  31,701,809 Shares held by Eternity Four Trust and 574,504 Shares held by Eternity Two Trust.  Mr. Dubin has shared dispositive power with respect to the 61,646,200 Shares held by Eternity Four Trust, the 2,476,981 Shares held by the Nickel 2003 Revocable Trust, the 574,504 Shares held by Eternity Two Trust, and the 3,978,575 Shares held by the GRATS.  Accordingly, Mr. Dubin may be deemed to beneficially own such Shares for which he exercises voting and/or dispositive power.  Mr. Dubin disclaims beneficial ownership of all such Shares, except for the 1,000 Shares he holds directly.
 
(viii)           Artsfare 2005 Trust No. 2 beneficially owns the 37,580,930 Shares for which it exercises shared dispositive power (approximately 6.3% of the total number of Shares outstanding).
 
(ix)           Knight Protector, Inc. beneficially owns an aggregate of 62,220,704 Shares (approximately 10.4% of the total number of Shares outstanding), by virtue of being the protector of Eternity Four Trust and the protector of Eternity Two Trust.  Knight Protector, Inc. has shared voting and dispositive power with respect to the 574,504 Shares held by Eternity Two Trust.  Knight Protector, Inc. has shared dispositive power with respect to 61,646,200 Shares held by Eternity Four Trust.  Knight Protector, Inc. has shared voting power with respect to 31,701,809 Shares held by Eternity Four Trust, and has sole voting power with respect to 29,944,391 Shares held by Eternity Four Trust.
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 21 of 25
 
 
 
(x)           SunTrust Delaware Trust Company beneficially owns 38,330,930 Shares (approximately 6.4% of the total number of Shares outstanding), by virtue of being the trustee of Artsfare 2005 Trust No. 2 and Dozer Trust.  SunTrust Delaware Trust Company has sole voting power with respect to the Shares held by Dozer Trust and shared dispositive power with respect to the Shares held by Artsfare 2005 Trust No. 2.  Accordingly, SunTrust Delaware Trust Company may be deemed to beneficially own such Shares for which it exercises such voting and/or dispositive power.  SunTrust Delaware Trust Company disclaims beneficial ownership of such Shares.
 
(xi)           J.P. Morgan Trust Company of Delaware beneficially owns 574,504 Shares (approximately 0.1% of the total number of Shares outstanding), by virtue of being the sole trustee of Eternity Two Trust.  J.P. Morgan Trust Company of Delaware has shared voting and dispositive power with respect to the 574,504 Shares held directly by Eternity Two Trust.  Accordingly, J.P. Morgan Trust Company of Delaware may be deemed to beneficially own such Shares for which it exercises shared voting and/or dispositive power.  J.P. Morgan Trust Company of Delaware disclaims beneficial ownership of such Shares.
 
(xii)           Artsfare 2003 Trust beneficially owns an aggregate of 932,439 Shares (approximately 0.1% of the total number of Shares outstanding), 900,000 of which it holds beneficially by virtue of its interest in MBA I, L.P. and 32,439 of which it holds beneficially by virtue of the limited partnership interest of MBA I, L.P. as sole stockholder of TAMMS Corp.  Artsfare 2003 Trust has shared voting and dispositive power with respect to the 900,000 Shares directly held by MBA I, L.P. and exercises shared dispositive power over the 32,439 Shares held indirectly by MBA I, L.P., by virtue of being the sole stockholder of TAMMS Corp.
 
(xiii)           MBA I, L.P. beneficially owns an aggregate of 932,439 Shares (approximately 0.1% of the total number of Shares outstanding), 900,000 Shares of which it holds directly and 32,439 Shares of which it owns beneficially by virtue of its interest in TAMMS Corp.  MBA I, L.P. has shared voting and dispositive power over the 900,000 Shares it holds directly and exercises shared dispositive power over the 32,439 Shares held by TAMMS Corp.
 
(xiv)           John J. O’Neil beneficially owns an aggregate of 62,795,208 Shares (approximately 10.5% of the total number of Shares outstanding) by virtue of being a fifty-percent shareholder of Knight Protector, Inc.  Mr. O’Neil has shared voting and dispositive power with respect to the 574,504 Shares held by Eternity Two Trust.  Mr. O’Neil has shared voting power with respect to 29,944,391 Shares held by Eternity Four Trust and 31,701,809 Shares held by Eternity Four Trust.  Mr. O’Neil has shared dispositive power with respect to the 61,646,200 Shares held by Eternity Four Trust.  Accordingly, Mr. O’Neil may be deemed to beneficially own such Shares for which he exercises shared voting and/or dispositive power.  Mr. O’Neil disclaims beneficial ownership of all such Shares.
 
(xv)           Verus Protector, LLC beneficially owns an aggregate of 37,580,930 Shares (approximately 6.3% of the total Shares outstanding), by virtue of being the protector of Artsfare 2005 Trust No.2. Verus Protector, LLC has shared voting and dispositive power with respect to the 37,580,930 Shares held by Artsfare 2005 Trust No.2.
 
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 22 of 25
 
 
 
(xvi)           Richard L. Kohan beneficially owns an aggregate of 37,582,930 Shares (approximately 6.3% of the total Shares outstanding), by virtue of being the sole member of Verus Protector, LLC, and owning 1,000 Shares indirectly and 1,000 Shares directly.  Mr. Kohan has shared voting and dispositive power with respect to the 37,580,930 Shares held by Artsfare 2005 Trust No.2.  Mr. Kohan has shared voting and dispositive power with respect to the 1,000 Shares held by his wife and sole voting and dispositive power with respect to the 1,000 Shares he holds directly.
 
(xvii)           The Reporting Persons, as a group, beneficially own an aggregate of 212,118,890 Shares (approximately 35.6% of the total number of Shares outstanding).  The Reporting Persons, as a group, have sole voting and dispositive power over all such Shares, except for Shares held by Eternity Four Trust over which Citigroup Institutional Trust Company exercises shared dispositive power.
 
(c)  To the best of the knowledge of each of the Reporting Persons, none of the persons named in the response to paragraph (a) has effected any transactions in the Shares during the past 60 days.
 
(d)  Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares owned by such Reporting Person.
 
(e)  Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
 
Item 6 of the Schedule 13D is amended and supplemented as follows by incorporating by reference the information set forth in Item 4 above.

Item 7. 
Material to be Filed as Exhibits
 
The following exhibits have been filed with this Schedule 13D/A.
 
Exhibit 38
Joint Filing Agreement, dated as of July 16, 2012, among TAMMS Management Corporation, MA 1994 B Shares, L.P., MA 1994 B Shares, Inc., Micky Arison, Eternity Two Trust, JMD Delaware, Inc., James M. Dubin, Artsfare 2005 Trust No. 2, Knight Protector, Inc., SunTrust Delaware Trust Company, J.P. Morgan Trust Company of Delaware, Artsfare 2003 Trust, MBA I, L.P., John J. O’Neil,  JMNJ Protector, LLC, Richard Skor, Verus Protector, LLC and Richard L. Kohan.
 
Exhibit 39
Power of Attorney for Verus Protector, LLC, dated as of July 13, 2012
 
Exhibit 40
Power of Attorney for Richard L. Kohan, dated as of July 13, 2012
 
The Power of Attorney filed for JMNJ Protector, LLC and Richard Skor as an exhibit to Amendment No. 12 to Schedule 13D filed on June 24, 2011, the Power of Attorney filed for
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 23 of 25
 
  
Eternity Two Trust and J.P. Morgan Trust Company of Delaware as an exhibit to Amendment No. 8 to Schedule 13D filed on March 22, 2005, the Power of Attorney filed for SunTrust Delaware Trust Company as an exhibit to the Form 4 for Artsfare 1992 Irrevocable Trust filed on January 31, 2005, the Power of Attorney filed for Artsfare 2005 Trust No. 2 as an exhibit to the Form 3 filed on December 22, 2005 and the Powers of Attorney filed for the other signatories hereto as an exhibit to Amendment No. 4 to Schedule 13D filed on February 23, 2004 are hereby incorporated herein by reference.
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 24 of 25
 
 
  
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:    July 16, 2012
 
TAMMS MANAGEMENT CORPORATION
MA 1994 B SHARES, L.P.
MA 1994 B SHARES, INC.
MICKY ARISON
ETERNITY TWO TRUST
JMD DELAWARE, INC.
JAMES M. DUBIN
ARTSFARE 2005 TRUST NO. 2
SUNTRUST DELAWARE TRUST COMPANY
J.P. MORGAN TRUST COMPANY OF DELAWARE
ARTSFARE 2003 TRUST
MBA I, L.P.
JMNJ PROTECTOR, LLC
RICHARD SKOR
VERUS PROTECTOR, LLC
RICHARD L. KOHAN

 
By:  John J. O’Neil, Attorney-in-Fact 
   
/s/ John J. O’Neil
   
KNIGHT PROTECTOR, INC.
   
By:  John J. O’Neil, Authorized Signatory 
   
/s/ John J. O’Neil 
 
 
/s/ John J. O’Neil
John J. O’Neil
 
 
 
 
 
 

 
CUSIP No. Common Stock:  143658 10 2 and 143658 30 0,
Special Voting Share:  G7214F 12 2, Trust Shares:  143658 30 0
 SCHEDULE 13D
Page 25 of 25
 
 
 
INDEX TO EXHIBITS
 
Exhibits
 
 
 
 
The Power of Attorney filed for JMNJ Protector, LLC and Richard Skor as an exhibit to Amendment No. 12 to Schedule 13D filed on June 24, 2011, the Power of Attorney filed for Eternity Two Trust and J.P. Morgan Trust Company of Delaware as an exhibit to Amendment No. 8 to Schedule 13D filed on March 22, 2005, the Power of Attorney filed for SunTrust Delaware Trust Company as an exhibit to the Form 4 for Artsfare 1992 Irrevocable Trust filed on January 31, 2005, the Power of Attorney filed for Artsfare 2005 Trust No. 2 as an exhibit to the Form 3 filed on December 22, 2005 and the Powers of Attorney filed for the other signatories hereto as an exhibit to Amendment No. 4 to Schedule 13D filed on February 23, 2004 are hereby incorporated herein by reference.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-99 2 eh1200897_ex38.htm JOINT FILING AGREEMENT eh1200897_ex38.htm
EXHIBIT 38
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this amendment to Schedule 13D.  This Joint Filing Agreement shall be included as an Exhibit to such joint filing.  In evidence thereof, each of the undersigned, being duly authorized, hereby executed this Agreement.
 
Date:    July 16, 2012
 
TAMMS MANAGEMENT CORPORATION
MA 1994 B SHARES, L.P.
MA 1994 B SHARES, INC.
MICKY ARISON
ETERNITY TWO TRUST
JMD DELAWARE, INC.
JAMES M. DUBIN
ARTSFARE 2005 TRUST NO. 2
SUNTRUST DELAWARE TRUST COMPANY
J.P. MORGAN TRUST COMPANY OF DELAWARE
ARTSFARE 2003 TRUST
MBA I, L.P.
JMNJ PROTECTOR, LLC
RICHARD SKOR
VERUS PROTECTOR, LLC
RICHARD L. KOHAN
 
 
By:  John J. O’Neil, Attorney-in-Fact 
   
/s/ John J. O’Neil 
   
KNIGHT PROTECTOR, INC.
   
By:  John J. O’Neil, Authorized Signatory 
   
/s/ John J. O’Neil 
 
 
/s/ John J. O’Neil 
John J. O’Neil
 
 
 
 
 
 EX-24 3 eh1200897_ex39.htm POWER OF ATTORNEY eh1200897_ex39.htm
Exhibit 39
 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned parties hereby constitutes and appoints each of Eric Goodison and John J. O'Neil, signing singly, such party's true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of such party, all documents relating to the reporting of beneficial ownership of securities required to be filed with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Schedule 13D and Form 3, Form 4 and Form 5 and successive forms thereto;
 
(2)           do and perform any and all acts for and on behalf of such party that may be necessary or desirable to complete and execute any such documents, complete and execute any amendment or amendments thereto, and timely file such documents with the SEC and any stock exchange, automated quotation system or similar authority; and
 
(3)           take any other action of any type whatsoever in furtherance of the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such party, it being understood that the documents executed by such attorney-in-fact on behalf of such party pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
Such party hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of such party, are not assuming, nor is Carnival Corporation or Carnival plc assuming, any of the undersigned's responsibilities to comply with the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until such party is no longer required to file such documents with respect to such party's holdings of and transactions in securities issued by the Carnival Corporation or Carnival plc, unless earlier revoked by such party in a signed writing delivered to the foregoing attorneys-in-fact.
 
 
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of July, 2012.
 
 
VERUS PROTECTOR, LLC
  
     
By:
/s/ Richard L. Kohan  
Name:   Richard L. Kohan  
Title:  Sole Member  
     
 
 
 
 
 
 
 
 
 
 
 
 
 
 

EX-24 4 eh1200897_ex40.htm POWER OF ATTORNEY eh1200897_ex40.htm
Exhibit 40
 
POWER OF ATTORNEY
 
Know all by these presents, that each of the undersigned parties hereby constitutes and appoints each of Eric Goodison and John J. O'Neil, signing singly, such party's true and lawful attorney-in-fact to:
 
(1)           execute for and on behalf of such party, all documents relating to the reporting of beneficial ownership of securities required to be filed with the United States Securities and Exchange Commission (the "SEC") pursuant to Section 13(d) or Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder (the "Exchange Act"), including, without limitation, Schedule 13D and Form 3, Form 4 and Form 5 and successive forms thereto;
 
(2)           do and perform any and all acts for and on behalf of such party that may be necessary or desirable to complete and execute any such documents, complete and execute any amendment or amendments thereto, and timely file such documents with the SEC and any stock exchange, automated quotation system or similar authority; and
 
(3)           take any other action of any type whatsoever in furtherance of the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, such party, it being understood that the documents executed by such attorney-in-fact on behalf of such party pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
 
Such party hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as such party might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of such party, are not assuming, nor is Carnival Corporation or Carnival plc assuming, any of the undersigned's responsibilities to comply with the Exchange Act.
 
This Power of Attorney shall remain in full force and effect until such party is no longer required to file such documents with respect to such party's holdings of and transactions in securities issued by the Carnival Corporation or Carnival plc, unless earlier revoked by such party in a signed writing delivered to the foregoing attorneys-in-fact.

 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13th day of July, 2012.
 
 
RICHARD L. KOHAN
  
     
By:
/s/ Richard L. Kohan  
Name:   Richard L. Kohan