SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 6)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 8)
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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
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<PAGE>
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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
177,819,143 (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 66.5%
10.Type of Reporting Person
CO
- --------
1 Of these Shares, 148,708,943 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
16,000,000 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
177,819,143 (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 66.5%
10. Type of Reporting Person
CO
- --------
2 Of these Shares, 148,708,943 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
16,000,000 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. 6 (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 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 177,819,143 Shares, representing approximately 66.5% of the
Shares on a fully diluted basis as of February 3, 2000. Reference is hereby made
to the Schedule of Share Purchases and Press Release attached hereto as Exhibits
(n) and (o), respectively, and incorporated herein by reference.
(b) On February 3, 2000, the Offeror acquired 366,200 Shares at NOK 35 per
Share on the OSE. Also on February 3, 2000, the Offeror acquired 33,483,622
Shares in a privately negotiated transaction. Reference is hereby made to the
Schedule of Share Purchases and Press Release attached hereto as Exhibits (n)
and (o), respectively, and incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
The following items (n) and (o) are hereby added to the material previously
filed as exhibits.
(n) Schedule of Share Purchases
(o) Text of Press Release issued by Star on February 4, 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 4, 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 (n)
SCHEDULE OF SHARE PURCHASES
All of the transactions described below were purchases of Shares for cash.
Reporting Number of
Person Date Shares Price per Share*
- --------------- ------------------ ------------------------- ----------------
Arrasas Limited February 3, 2000 366,200(i) NOK 35
February 3, 2000 33,483,622(ii) NOK 35
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* The prices reported do not include brokerage commissions which were paid by
the Reporting Persons.
(i) Purchases on the OSE.
(ii) Purchase in a negotiated transaction.
<PAGE>
Exhibit (o)
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PRESS RELEASE
For Immediate Release
STAR CRUISES ACQUIRES NCL SHARES
February 4, 2000: Star Cruises PLC (SES "STRC") announced that on February 3,
2000, its subsidiary, Arrasas Limited, acquired additional 33,849,822 ordinary
shares of NCL Holding ASA at a price of NOK 35 per share. Star and its
affiliates now hold a total of 177,819,143 shares currently representing
approximately 66.5% 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
