SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 14D-1/A
(Amendment No. 2)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 4)
---------------------------
NCL HOLDING ASA
(Name of Subject Company)
ARRASAS LIMITED
and
STAR CRUISES PLC
(Bidders)
Ordinary Shares
(nominal value NOK 2.30 per share)
and
American Depositary Shares, each representing four Ordinary Shares
(Title of Class of Securities)
492693 (Ordinary Shares)
628854310 (American Depositary Shares, each representing four Ordinary Shares)
(CUSIP Number of Class of Securities)
----------------------------
Gerard Lim
Star Cruises PLC
Suite 1503, Ocean Centre
5 Cantor Road
Tsimshatsui, Kowloon
Hong Kong, SAR
011-603-309-2600
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Bidders)
Copies of Communications to:
Daniel S. Sternberg
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
---------------------------
<PAGE>
- -------------------------------------------------------------------------------
CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
- --------------------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Person Above
Arrasas Limited
- -------- -----------------------------------------------------------------------
2. Check the Appropriate Box if a member of a Group (a) |X|
(b) |_|
- -------- -----------------------------------------------------------------------
3. SEC Use Only
- -------- -----------------------------------------------------------------------
4. Sources of Funds
AF, BK, WC
- -------- -----------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)|_|
- -------- -----------------------------------------------------------------------
6. Citizenship or Place of Incorporation
Isle of Man
- -------- -----------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
125,904,529 (1)
- -------- -----------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares |_|
- -------- -----------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Approximately 49.9%
- -------- -----------------------------------------------------------------------
10. Type of Reporting Person
CO
- -------- -----------------------------------------------------------------------
- --------
1 Of these Shares, 96,794,329 are owned by Arrasas Limited, a wholly owned
subsidiary of Star Cruises PLC, 10,300,000 are owned by Resorts World
Limited, 2,810,200 are owned by Genting Overseas Holdings Limited and
6,000,000 are owned by Palomino Limited. Because each of Arrasas Limited,
Resorts World Limited, Genting Overseas Holdings Limited and Palomino
Limited are affiliates of Star Cruises PLC, Star Cruises PLC may be deemed
to beneficially own the Shares held by such entities.
<PAGE>
- -------- -----------------------------------------------------------------------
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Person Above
Star Cruises PLC
- -------- -----------------------------------------------------------------------
2. Check the Appropriate Box if a member of a Group (a) |X|
(b) |_|
- -------- -----------------------------------------------------------------------
3. SEC Use Only
- -------- -----------------------------------------------------------------------
4. Sources of Funds
Not applicable
- -------- -----------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f) |_|
- -------- -----------------------------------------------------------------------
6. Citizenship or Place of Incorporation
Isle of Man
- -------- -----------------------------------------------------------------------
7. Aggregate Amount Beneficially Owned by Each Reporting Person
125,904,529 (2)
- -------- -----------------------------------------------------------------------
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares |_|
- -------- -----------------------------------------------------------------------
9. Percent of Class Represented by Amount in Row (7)
Approximately 49.9%
- -------- -----------------------------------------------------------------------
10. Type of Reporting Person
CO
- -------- -----------------------------------------------------------------------
- --------
2 Of these Shares, 96,794,329 are owned by Arrasas Limited, a wholly owned
subsidiary of Star Cruises PLC, 10,300,000 are owned by Resorts World
Limited, 2,810,200 are owned by Genting Overseas Holdings Limited and
6,000,000 are owned by Palomino Limited. Because each of Arrasas Limited,
Resorts World Limited, Genting Overseas Holdings Limited and Palomino
Limited are affiliates of Star Cruises PLC, Star Cruises PLC may be deemed
to beneficially own the Shares held by such entities.
<PAGE>
This Amendment No. 2 (this "Amendment") amends the Schedule 14D-1 Tender
Offer Statement (the "Statement") dated January 13, 2000, as previously amended,
of Arrasas Limited, an Isle of Man company (the "Offeror") and a wholly owned
subsidiary of Star Cruises PLC ("Star"), filed in connection with the Offeror's
offer to purchase all of the outstanding ordinary shares, nominal value
Norwegian Kroner ("NOK") 2.30 per share (the "Shares"), of NCL Holding ASA
("NCL"), that are held by U.S. Persons (as defined in Regulation S under the
Securities Act of 1933, as amended), at a purchase price of NOK 35 per Share net
to the seller in cash, without interest thereon, and all outstanding American
Depositary Shares of NCL, each representing four Shares, at a purchase price of
NOK 140 per ADS net to the seller in cash, without interest thereon, both upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
January 13, 2000 (the "Offer to Purchase") and the related Letter of Transmittal
and Acceptance Form. This Amendment is being filed on behalf of the Offeror and
Star. This Amendment also amends the Schedule 13D filed by the Offeror, Resorts
World Limited, Genting Overseas Holdings Limited and Palomino Limited with the
Securities and Exchange Commission on December 27, 1999, as amended.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Offer to Purchase and the Statement.
Item 7. Contracts, Arrangements, Understandings or Relationships With Respect to
the Subject Company's Securities.
Item 7 is hereby amended and supplemented by adding the following
paragraph:
On January 25, 2000, Wexford Investments Limited, a Bahamian company, gave
powers of attorney, which it has agreed will be irrevocable, to a representative
of Star to vote the Shares owned by Wexford Investments, a total of 6,874,800
Shares, at the forthcoming extraordinary meeting of Shareholders, including in
support of the election of the directors nominated by Star and its affiliates.
Item 10. Additional Information.
Item 10(f) is hereby amended and supplemented by adding the following
paragraph:
Reference is hereby made to: (i) the letter dated January 25, 2000 from
Colin Au, President and Chief Executive Officer of Star, to the shareholders of
NCL which is attached hereto as Exhibit (h) and (ii) the text of the Press
Release issued by Star on January 25, 2000 which is attached hereto as Exhibit
(i).
Item 11. Material to be filed as Exhibits.
The following items (c)(2), (i) and (j) are hereby added to the material
previously filed as exhibits.
(c)(2) Letter dated January 25, 2000 from Wexford Investments Limited.
(h) Letter dated January 25, 2000 from Colin Au, President and Chief
Executive Officer of Star, to the shareholders of NCL.
(i) Text of Press Release issued by Star on January 25, 2000.
<PAGE>
SIGNATURES
After due 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 26, 2000
ARRASAS LIMITED
By: /s/ Gerard Lim
--------------------
Name: Gerard Lim
Title: Director
STAR CRUISES PLC
By: /s/ Lim Kok Thay
---------------------
Name: Lim Kok Thay
Title: Director
<PAGE>
Exhibit (c)(2)
BY COURIER
Advokatfirmaet Selmer DA "Selmer"
Stoeperigate, 2
Aker Brygge Tel 4723 11 65 00
0250 Oslo Fax 4723 11 65 01
Norway
Montreux, 25 january 2000
(place)
Dear Sirs,
NCL Holding ASA
Please find enclosed two duly completed Powers of Attorney for Mr. Nils Bugge
(with full power of substitution) to appear on our behalf and vote our shares in
NCL Holding ASA in the extraordinary shareholders meeting to be held on or about
4 February 2000 and any adjournment thereof.
We confirm that (i) the enclosed Powers of Attorney shall be deemed to be
irrevocable; (ii) we irrevocably undertake not to take any step of allow any
step to be taken to revoke the enclosed Powers of Attorney; and (iii) that Mr.
Bugge (or his duly appointed substitute) may exercise the voting rights as he
deems appropriate, provided, however, that the votes shall be cast in support of
the election of the directors nominated by Star Cruises Plc (and affiliated
companies).
Yours faithfully,
/s/ Michael M. Darville
- -----------------------
For and on behalf of
Wexford Investments Limited
<PAGE>
Exhibit (h)
[Star Cruises logo]
Oslo, 25 January, 2000
Dear NCL Shareholder,
As you may know, there is going to be an extraordinary general meeting in NCL on
4 Feb. We at Star Cruises, being by far the largest NCL shareholder with a 47
per cent holding, would like to elect a new board of directors at NCL. This
requires a simple majority (i.e. 50.1 per cent of the votes present) at the EGM.
Star Cruises has a strong track record in the cruise industry and is "The
Leading Cruise Line in Asia-Pacific", operating a modern fleet of 9 cruise ships
and another 4 on order. All captains and officers on the Star Cruises vessels
are Scandinavians. Star Cruises is listed in Singapore and Luxembourg and has a
market capitalisation of USD 6.3bn (NOK 50bn).
Star Cruises believes that an integration between NCL and Star Cruises will
create strong synergies to become "The First Global Cruise Line in the World",
combining the Asian cruise market with the US and European markets for the first
time ever.
We need to elect new board members who can achieve this goal. Our proposed
Directors represent strong operational industry experience and will include
prominent Norwegians and Europeans. We have already announced that Mr Colin
Veitch, a former Senior Vice President of Princess Cruises, will be appointed as
the new President and CEO of NCL once the new board is elected.
We stress that you are very much welcomed to stay as a shareholder in a new and
exciting NCL if we have less than 90 per cent of the shares. We believe we will
all prosper from implementing the great industry story we can present.
To achieve our goal of creating a new global cruise company positioned for the
new millennium, we welcome your support in the forthcoming EGM.
Holders of NCL's American Depositary Receipts may be entitled to exercise voting
rights for the NCL shares represented by their Receipts. If you are an ADR
holder and would like to authorize Star to vote your shares at the forthcoming
EGM, you may contact our information agent, MacKenzie Partners, Inc., at (800)
322-2885 for assistance.
This letter is not an offer to purchase, or a solicitation of an offer to sell,
any NCL shares or ADRs beneficially owned by you. Any decision you make with
regard to voting such shares or ADRs will not affect the terms of our tender
offer for shares and ADRs dated January 13, 2000 or your rights with regard to
our tender offer.
Yours faithfully,
Colin Au
President and CEO
Star Cruises Plc
<PAGE>
Exhibit (i)
[Star Cruises logo]
Press release
(Oslo, January 25th 2000) Proposed board of NCL Holding ASA at upcoming
extraordinary general meeting
Star Cruises plc.,which currently holds 47,9 per cent of the present number of
outstanding shares of NCL Holding ASA will propose the following board of
directors at the extraordinary general meeting on February 4th;
Mr. Ole Lund - Chairman of the board
Partner at the law firm Bugge, Arentz-Hansen & Rasmussen
Mr. Rolf Johan Ringdal - Board Member
Partner at the law firm Bugge, Arentz-Hansen & Rasmussen
Mr. Peter Brooks - Board Member
Head of European Corporate Coverage at the law firm of Clifford Chance
Mr. Lim Kok Thay - Board Member
Chairman of the Board of Directors of Star Cruises
Mr. Colin Au Fook Yew - Board Member
President and Chief Executive Officer of Star Cruises
Mr. Colin Veitch - Proposed President and Chief Executive Officer
of NCL Holding ASA
- - The board members proposed by Star Cruises represent strong experience, and
will ensure that the planned integration of Star Cruises and NCL, as the first
global cruiseline in the world, will be successfully accomplished. This will be
to the long-term benefit of all the shareholders, of both NCL and Star Cruises,
says CEO Colin Au of Star Cruises.
In order to ensure that all of the current shareholders of NCL are informed
about the industrial intentions of Star Cruises. Mr. Colin Au, president and CEO
of Star Cruises has today sent a letter to all NCL shareholders. A copy of the
letter is attached.
<PAGE>
[Star Cruises logo]
Oslo, 25 January, 2000
Dear NCL Shareholder,
As you may know, there is going to be an extraordinary general meeting in NCL on
4 Feb. We at Star Cruises, being by far the largest NCL shareholder with a 47
per cent holding, would like to elect a new board of directors at NCL. This
requires a simple majority (i.e. 50.1 per cent of the votes present) at the EGM.
Star Cruises has a strong track record in the cruise industry and is "The
Leading Cruise Line in Asia-Pacific", operating a modern fleet of 9 cruise ships
and another 4 on order. All captains and officers on the Star Cruises vessels
are Scandinavians. Star Cruises is listed in Singapore and Luxembourg and has a
market capitalisation of USD 6.3bn (NOK 50bn).
Star Cruises believes that an integration between NCL and Star Cruises will
create strong synergies to become "The First Global Cruise Line in the World",
combining the Asian cruise market with the US and European markets for the first
time ever.
We need to elect new board members who can achieve this goal. Our proposed
Directors represent strong operational industry experience and will include
prominent Norwegians and Europeans. We have already announced that Mr Colin
Veitch, a former Senior Vice President of Princess Cruises, will be appointed as
the new President and CEO of NCL once the new board is elected.
We stress that you are very much welcomed to stay as a shareholder in a new and
exciting NCL if we have less than 90 per cent of the shares. We believe we will
all prosper from implementing the great industry story we can present.
To achieve our goal of creating a new global cruise company positioned for the
new millennium, please give us your vote in the forthcoming EGM. Hence, we
kindly ask you to fill in the enclosed pre-paid proxy form and mail it
immediately and no later than Monday 31 January as we need 2 days to register
the proxies.
Yours faithfully,
Colin Au
President and CEO
Star Cruises Plc
