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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
NCL Holding ASA
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(Name of Issuer)
Ordinary Shares, Nominal Value Norwegian Kroner 2.30 per Share
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Represented in the United States by American Depositary Shares
(Title of Class of Securities)
492693 (Ordinary Shares) / 62885310 (American Depositary Shares)
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(CUSIP Numbers)
Gerard Lim
Star Cruises plc
Suite 1503, Ocean Centre
5 Canton Road
Tsimshatsui, Kowloon
Hong Kong, SAR
60 33 09 26 00
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Daniel S. Sternberg
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
January 5, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) 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).
<PAGE>
This Amendment No. 1 (this "Amendment") amends the Schedule 13D dated
December 23, 1999 (the "Schedule 13D" or "this Statement"), of Arrasas Limited
("Arrasas"), Resorts World Limited ("Resorts"), Genting Overseas Holdings
Limited ("Genting Overseas") and Palomino Limited ("Palomino", and together with
Arrasas, Resorts and Genting Overseas, the "Reporting Persons"), with respect to
the Ordinary Shares, nominal value Norwegian kroner ("NOK") 2.30 per share (the
"Shares") represented in the Unites States by American Depository Shares of NCL
Holding ASA, a company incorporated under the laws of the Kingdom of Norway (the
"Company"). Capitalized terms used but not otherwise defined in this Amendment
have the meanings ascribed to such terms in the Schedule 13D.
Item 4. Purpose of Transaction.
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On January 5, 2000, Star, on behalf of the Reporting Persons, contacted the
Company to request the Company's agreement to certain interim arrangements to
facilitate Star's active participation in the direction and management of the
Company following completion of the Mandatory Offer. The interim arrangements
proposed were: first, that following the commencement of the Mandatory Offer the
Company would invite two representatives of Star to participate as observers at
any meetings of the Company's Board of Directors (other than discussions by the
Board of the Mandatory Offer); second, that the Company would permit two
representatives of Star to be present at the Company's Miami, Florida offices
for the purpose of familiarizing Star with the Company's senior personnel and
operations; and finally, that the Company's Board of Directors act promptly to
convene an extraordinary meeting of the Company's shareholders to coincide with
the scheduled completion of the Mandatory Offer in February, 2000 for the
purpose of electing a new Board of Directors. Additionally, a formal request to
convene such a shareholders' meeting, in accordance with applicable Norwegian
law, was delivered to the Company by Arrasas on January 5, 2000.
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 2000
ARRASAS LIMITED
By: /s/ Chong Chee Tut
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Name: Chong Chee Tut
Title: Director
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 2000
RESORTS WORLD LIMITED
By: /s/ William Ng Ko Seng
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Name: William Ng Ko Seng
Title: Director
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 2000
GENTING OVERSEAS HOLDINGS LIMITED
By: /s/ William Ng Ko Seng
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Name: William Ng Ko Seng
Title: Director
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 5, 2000
PALOMINO LIMITED
By: /s/ William Ng Ko Seng
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Name: William Ng Ko Seng
Title: Director
