SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
SCHEDULE 14D-1/A
(Amendment No. 5)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 7)
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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, OO
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
143,969,3211
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares |_|
9. Percent of Class Represented by Amount in Row (7)
Approximately 53.8%
10. Type of Reporting Person
CO
__________
1 Of these Shares, 114,858,121 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
143,969,3212
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares ` |_|
9. Percent of Class Represented by Amount in Row (7)
Approximately 53.8%
10. Type of Reporting Person
CO
__________
2 Of these Shares, 114,858,121 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. 5 (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 4. Source and Amount of Funds or Other Consideration.
Item 4(b) is hereby amended and supplemented by adding the following
paragraph:
Reference is made to the information set forth in Item 10(f) which is
incorporated herein by reference.
Item 6. Interest in Securities of the Subject Company.
Items 6(a) and (b) are hereby amended and supplemented by adding the
following paragraphs:
(a) As a result of the purchases described below, the Offeror currently
beneficially owns 143,969,321 Shares, representing approximately 53.8% of the
Shares outstanding as of February 3, 2000. Reference is hereby made to the
Schedule of Share Purchases and Press Release attached hereto as Exhibits (l)
and (m), respectively, and incorporated herein by reference.
(b) On February 2, 2000, the Offeror purchased 344,645 Shares at NOK 35 per
Share on the OSE. Also on February 2, 2000, the Offeror purchased 6,180,000
Shares at NOK 35 per Share in 3 block trades executed after the close of the
OSE.
On February 3, 2000, the Offeror acquired 11,540,147 Shares at NOK 35 from
Mr. Trygve Hegnar, a director of NCL.
Reference is hereby made to the Schedule of Share Purchases and Press
Release attached hereto as Exhibits (l) and (m), respectively, and incorporated
herein by reference.
Item 10. Additional Information
Item 10(f) is hereby amended and supplemented by adding the following
paragraph:
(f) On February 2, 2000, Star and Carnival Corporation entered into a
letter agreement (the "Letter Agreement") attached hereto as Exhibit (b)(3) and
incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
The following items (b)(3), (l) and (m) are hereby added to the material
previously filed as exhibits.
(b)(3) Text of Letter Agreement between Star Cruises PLC and Carnival
Corporation, dated February 2, 2000.
(l) Schedule of Share Purchases.
(m) Text of Press Release issued by Star on January 31, 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: February 3, 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 (b)(3)
--------------
[Star Cruises Letterhead]
February 2, 2000
Carnival Corporation
3655 NW 87th Avenue
Miami, FL 33178-2428
Attention: Micky Arison
Dear Mr. Arison:
This letter sets forth our agreement with respect to the purchase by Carnival
Corporation, a corporation organized under the laws of the Republic of Panama
("Carnival"), of a portion of the equity of Arrasas Limited, a company
incorporated and registered under the laws of the Isle of Man ("Arrasas") and a
wholly owned subsidiary of Star Cruises PLC, a company incorporated and
registered under the laws of the Isle of Man ("Star Cruises").
1. Carnival will purchase ordinary shares representing forty percent
(40%) of the fully diluted common equity of Arrasas. Arrasas has made
a mandatory offer to purchase ordinary shares of NCL Holding ASA
("NCL"). After completion of the mandatory offer, Arrasas will hold
all of the securities of NCL held or owned, directly or indirectly, by
Star Cruises, its affiliates or related parties.
2. The purchase price for such ordinary shares of Arrasas purchased by
Carnival will be an amount in cash equal to forty percent (40%) of (i)
the total price paid for all ordinary shares of NCL held or acquired
on or after the date hereof by Arrasas (but not to exceed 35 Norwegian
kroner ("NOK") per share, unless otherwise agreed by the parties
hereto) plus (ii) all reasonable costs (including holding costs) of
Arrasas incurred in connection with the acquisition of such shares.
Arrasas will be entirely capitalized with equity capital contributions
(consisting of ordinary shares) and free of indebtedness or similar
liabilities of any kind, other than the loans referred to in the
remainder of this paragraph. Carnival agrees to make a loan to Arrasas
in the amount being its pro rata portion of the purchase price for the
NCL shares purchased by Arrasas to be funded no later than the
settlement date for the mandatory offer being made by Arrasas with
respect to NCL. Such loan shall bear no interest and shall mature on
the earlier to occur of the date of termination of this agreement or
the closing date of the purchase of ordinary shares of Arrasas by
Carnival referred to in paragraph 1 hereof. The loan shall be
guaranteed as to payment by Star Cruises. Star Cruises will either
also make an interest free loan to Arrasas or a contribution to
capital of Arrasas in an amount equal to its pro rata portion of the
purchase price for the NCL shares purchased by Arrasas.
3. Star Cruises will manage and control the business, operations and
affairs of Arrasas and NCL, and Carnival would have no approval or
blocking rights in that regard (other than as set forth below and as
provided under applicable law). Carnival will also be entitled to:
(a) all information delivered to directors of Arrasas or to directors
of Star concerning NCL or Arrasas;
(b) receive dividends as from time to time determined by the Board of
Arrasas;
(c) preemptive rights to acquire any equity securities, securities
convertible into or exercisable or exchangeable for equity
securities or any similar securities issued by Arrasas, NCL or
their subsidiaries in order to avoid diluting its 40% voting and
economic interest (other than through the issuance of employee
stock options in the ordinary course of business); provided that
in no event shall Carnival's voting and economic ownership or
interest be reduced to 35% or below, unless as a result of
Carnival's failure to exercise its preemptive rights. In
furtherance of this protection, Star agrees not to permit
Arrasas, NCL or their subsidiaries to issue any securities that
would dilute Carnival's ownership interest in contravention of
the preceding sentence;
(d) two board observers with the same rights and privileges as
directors (except for voting rights);
(e) approval rights over any affiliate transaction (or series of
related transactions) between Arrasas, NCL and/or its
subsidiaries on one hand and Star and/or its other affiliates on
the other hand to the extent that consideration involved in such
transaction or transactions exceeds $3 million;
(f) approval rights over the sale (or other transfer) or purchase (or
other acquisition) of any material assets or business by Arrasas,
NCL or their subsidiaries (other than in the ordinary course of
business);
(g) approval rights over any capital expenditures (other than new
ship builds) in one transaction (or a series of related
transactions) in excess of $50 million;
(h) approval rights over Arrasas, NCL or any of their subsidiaries
going into any business (other than the cruise business) or
utilizing any ship brand not in use today; and
(i) approval rights (not to be unreasonably withheld) over ordering
more than one new ship build per fiscal year for the next five
fiscal years.
4. Neither party hereto shall dispose of or otherwise transfer any shares
of Arrasas, except to a majority-owned affiliate, without the prior
written consent of the other party.
5. Carnival shall be entitled at any time upon sixty days notice to sell
all shares of Arrasas held by it to Star by making a written offer to
Star. The sale price of such shares shall be the fair market of such
shares determined by an internationally recognized investment bank
mutually agreeable to Star Cruises and Carnival. If after ten (10)
days, Star Cruises and Carnival are unable to agree on an investment
bank, each of them shall within five (5) days designate an
internationally recognized investment bank and such two investment
banks shall designate a third internationally recognized investment
bank to determine the fair market value of such shares. The costs of
such investment banks shall be split by the parties.
6. Star Cruises will market NCL as a separate brand but of course our
intention would be for NCL to work closely with Carnival in order to
maximize economies of scale and minimize operating costs.
7. The transaction envisaged above would be subject only to the obtaining of
all such regulatory (including anti-trust and applicable stock exchange)
and other approvals and consents as may be necessary for Carnival and Star
Cruises to complete the transaction (including the expiration of any
applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended), such approvals and consents to be on
terms which are reasonably satisfactory to both sides.
8. Star Cruises and Carnival will agree to work with each other in good faith
with a view to finalizing additional legal documentation and obtaining all
approvals and consents as soon as possible and to use all best endeavors
(on a commercially reasonable basis) to obtain all approvals no later than
June 30, 2000; provided if such approvals are not obtained by December 31,
2000, either party may terminate this agreement by written notice to the
other. If at any time Carnival shall determine that it will be unable to
obtain regulatory approvals applicable to it, Carnival may terminate this
agreement by written notice to Star Cruises.
9. The parties agree that this is a valid and binding agreement and shall be
governed by and construed in accordance with English law.
10. To the extent that the parties cannot agree on additional legal
documentation by June 30, 2000, then this agreement shall continue in full
force and effect and become the full legal documentation for the
transaction setting forth all the rights and obligations of the parties
hereunder. Any dispute arising under or by virtue of this agreement or any
difference of opinion between the parties hereto concerning their rights
and obligations under this agreement, shall be referred to arbitration in
London of a single arbitrator to be appointed by agreement between the
parties or, in default of such, of two arbitrators, one to be appointed by
each party, and an umpire to be appointed by both arbitrators, and such
reference to arbitration shall be submission to arbitration in accordance
with the Arbitration Act 1996 or to any re-enactment or statutory
modification thereof for the time being in force. The decision so rendered
by the Arbitration Tribunal shall be final and binding on both parties and
it is hereby agreed in accordance with the Arbitration Act 1996 that the
right to appeal by either party to the High Court under Sections 45 and 69
of the Act shall be excluded in relation to any award or decision of the
appointed arbitrator or arbitrators and that neither party shall have the
right to apply to the High Court for the determination of any question of
law arising in the course of the reference to arbitration.
We understand that the only shares of NCL that Carnival owns are the 10,000
shares Carnival purchased before it made its voluntary bid for NCL last December
at a cost no higher than NOK 35 per NCL share and that Carnival will not acquire
any further shares in NCL.
If you have any questions, please call me.
Best regards,
Star Cruises PLC
By: /s/ Lim Kok Thay
----------------
Name: Lim Kok Thay
Title: Chairman
Agreed and Accepted:
Carnival Corporation
By: /s/ Micky Arison
----------------
Name: Micky Arison
Title: Chairman
<PAGE>
Exhibit (l)
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SCHEDULE OF SHARE PURCHASES
All of the transactions described below were purchases of Shares for
cash.
Reporting Number of Shares
--------- ----------------
Person Date Price per Share*
------ ---- ---------------
Arrasas Limited February 2, 2000 237,900(i) NOK 35
February 2, 2000 8,775(i) NOK 35
February 2, 2000 10,760(i) NOK 35
February 2, 2000 87,300(i) NOK 35
February 2, 2000 1,000,000(ii) NOK 35
February 2, 2000 4,936,400(ii) NOK 35
February 2, 2000 243,600(ii) NOK 35
February 3, 2000 11,540,147(iii) NOK 35
- -----------
* The prices reported do not include brokerage commissions which were paid by
the Reporting Persons.
(i) Purchases executed on the OSE.
(ii) Block trades.
(iii) Purchase in a negotiated transaction.
<PAGE>
Exhibit (m)
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PRESS RELEASE
For Immediate Release
STAR CRUISES ACQUIRES NCL SHARES
February 3, 2000: Star Cruises PLC (SES "STRC") announced that on February 2 and
3, 2000, its subsidiary, Arrasas Limited, acquired 6,523,645 and 11,540,147
ordinary shares of NCL Holding ASA, respectively, at a price of NOK 35 per share
in transactions reported on the Oslo Stock Exchange. The shares acquired on
February 3, were purchased from Mr. Trygve Hegnar, a director of NCL. Star and
its affiliates now hold a total of 143,969,321 shares currently representing
approximately 53.8% of NCL's shares on a fully diluted basis.
Star Cruises is the "leading cruise line in the Asia-Pacific" with a fleet of
nine ships operating in Singapore, Malaysia, Thailand, Hong Kong, China,
Vietnam, Taiwan Japan and Korea.
For further information please contact:
IN MALAYSIA: IN THE UNITED STATES:
Jane Poh MacKenzie Partners, Inc.
Vice President, Corporate Communications Tel.: 1-212-929-5500
Tel: 603-309-2526 Fax: 1-212-929-0308
Fax: 603-301-1479
