SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Rule 13E-3/A Transaction Statement
(Amendment No. 2)
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
NCL Holding ASA
(Name of the Issuer)
Arrasas Limited
and
Star Cruises PLC
(Name of Persons Filing Statement)
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 person(s) filing statement)
Copies of Communications to:
Daniel S. Sternberg
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
This statement is filed in connection with (check the appropriate box):
a. |_| The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. |_| The filing of a registration statement under the Securities Act of
1933.
c. |X| A tender offer.
d. |_| None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies.
<PAGE>
INTRODUCTION
This Amendment No. 2 (this "Statement") amends the Schedule 13E-3
Transaction Statement (the "Schedule 13E-3") dated January 13, 2000, as
previously amended, of Arrasas Limited (the "Offeror"), an Isle of Man company
and a wholly owned subsidiary of Star Cruises PLC, an Isle of Man company
("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.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Offer to Purchase.
Item 11. Contracts, Arrangements or Understandings With Respect to the Issuer's
Securities.
Item 11 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 16. Additional Information.
Item 16 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 (k) and incorporated herein by reference
to the Schedule 14D-1 dated January 13, 2000 of the Offeror and Star, as amended
(the "Schedule 14D-1") and (ii) the text of the Press Release issued by Star on
January 25, 2000 which is attached hereto as Exhibit (l) and incorporated herein
by reference to Schedule 14D-1.
Item 17. Material to be Filed as Exhibits.
The following items (c)(1), (k) and (l) are hereby added to the material
previously filed as exhibits:
(c)(1) Letter, dated January 25, 2000 from Wexford Investments Limited
(incorporated herein by reference to Exhibit (c)(2) of the Schedule
14D-1).
(k) Letter dated January 25, 2000 from Colin Au, President and Chief
Executive Officer of Star, to the shareholders of NCL (incorporated
herein by reference to Exhibit (h) of the Schedule 14D-1).
(l) Text of Press Release issued by Star on January 25, 2000
(incorporated herein by reference to Exhibit (i) of the
Schedule 14D-1).
<PAGE>
SIGNATURE
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
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Name: Gerard Lim
Title: Director
STAR CRUISES PLC
By: /s/ Lim Kok Thay
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Name: Lim Kok Thay
Title: Director
