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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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RULE 13E-3 TRANSACTION STATEMENT
(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. [ ]
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CALCULATION OF FILING FEE
<TABLE>
<CAPTION>
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$158,625,950.24 $31,725.19
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</TABLE>
* For purposes of calculating the filing fee pursuant to Rule 0-11(d), the
Transaction Valuation was calculated on the basis of (i) the offer price of
Norwegian Kroner ("NOK") 35 for each ordinary share, nominal value NOK 2.30
per share, of NCL Holding ASA (the "Shares") (converted at the noon buying
rate of NOK 8.0240 for one U.S. dollar in New York City for cable transfers
in NOK as certified for customs purposes by the Federal Reserve Board of New
York on January 10, 2000) and (ii) 36,366,251 Shares, including Shares
represented by American Depositary Shares of NCL Holding ASA to be acquired
pursuant to the transaction.
[X]Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid:........ $31,725.19 Filing Parties:................ Arrasas Limited and Star Cruises PLC
Form or Registration No.:...... Schedule 14D-1 Date Filed:.................... January 13, 2000
</TABLE>
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INTRODUCTION
This Schedule 13E-3 Transaction Statement (the "Statement") is being filed
in connection with Arrasas Limited's (the "Offeror"), an Isle of Man company and
a wholly owned subsidiary of Star Cruises PLC, an Isle of Man company ("Star"),
offer to purchase all of the outstanding ordinary shares, nominal value 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 ("ADSs" and, together with the Shares, the
"Securities"), 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 (which together
constitute the "Offer") which are annexed to and filed with this Statement as
Exhibits (d)(1), (d)(2) and (d)(3), respectively. This Statement is being filed
on behalf of the Offeror and Star. The filing of this Statement shall not be
construed as an admission by Star, the Offeror or any of their affiliates that
NCL is currently "controlled" by Star or the Offeror.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the Offer to Purchase.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location, in the Tender Offer
Statement on Schedule 14D-1 (the "Schedule 14D-1") filed by the Offeror and Star
with the Securities and Exchange Commission (the "Commission") on January 13,
2000, of the information to be included in response to the items of this
Statement. The information set forth in the Schedule 14D-1, including all
exhibits thereto, is hereby expressly incorporated herein by reference.
2
<PAGE> 3
<TABLE>
<CAPTION>
ITEM IN SCHEDULE 13E-3 WHERE IN THE SCHEDULE 14D-1
- ---------------------- ---------------------------
<S> <C>
Item 1(a)-(c) Item 1(a)-(c)
Item 1(d) *
Item 1(e) **
Item 1(f) *
Item 2 Item 2
Item 3 Item 3
Item 4(a)-(b) *
Item 5(a)-(f) Item 5
Item 5(g) *
Item 6(a) & (c) Item 4(a)-(b)
Item 6(b) *
Item 6(d) **
Item 7(a) Item 5
Item 7(b)-(d) *
Item 8 *
Item 9(a) *
Item 9(b)-(c) **
Item 10 Item 6
Item 11 Item 7
Item 12 *
Item 13(a) *
Item 13(b)-(c) **
Item 14(a)-(b) *
Item 15(a) **
Item 15(b) Item 8
Item 16 Item 10(f)
Item 17 Item 11
</TABLE>
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* The Item is located in the Schedule 13E-3 only.
** The Item is inapplicable or the answer thereto is in the negative.
3
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The name of the issuer is NCL, a company organized under the laws of
the Kingdom of Norway, whose principal executive offices are located at Haakon
VII's gate 1, P.O. Box 1861 Vika, N-0124 Oslo, Norway.
(b) Reference is hereby made to the information set forth on the Cover Page
of the Offer to Purchase and in "INTRODUCTION" of the Offer to Purchase, which
is incorporated herein by reference.
(c)-(d) Reference is hereby made to the information set forth in "THE U.S.
OFFER--Price Range of Securities; Dividends; Exchange Rate" of the Offer to
Purchase, which is incorporated herein by reference.
(e) Not applicable.
(f) Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Beneficial Ownership of Shares" of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(d) & (g) This Statement is being filed on behalf of the Offeror and
Star. Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Certain Information Concerning the Offeror and Star" and "Schedule 1"
of the Offer to Purchase, which is incorporated herein by reference.
(e)-(f) During the last five years, none of the Offeror, Star, GT Lim, KH
Lim, KT Lim nor, to the best of their knowledge, any of the persons listed in
Schedule 1 of the Offer to Purchase, which is incorporated herein by reference,
(i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
any such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting activities subject to, federal or state
securities laws, or finding any violation with respect to such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a)-(b) Reference is hereby made by to the information set forth in
"INTRODUCTION" and "SPECIAL FACTORS--Background of the Offers" of the Offer to
Purchase and in the Schedule 13D filed by the Offeror, Resorts World Limited,
Genting Overseas Limited and Palomino Limited on December 27, 1999, as amended
(the "Schedule 13D"), which is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)-(b) Reference is hereby made to the information set forth on the Cover
Page of the Offer to Purchase and in "INTRODUCTION"; "SPECIAL FACTORS--Purpose
of the Offers; The Compulsory Acquisition; Plans for NCL After Completion of the
Offers"; and "THE U.S. OFFER" of the Offer to Purchase, which is incorporated
herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a)-(g) Reference is hereby made to the information set forth on the Cover
Page of the Offer to Purchase and in "SPECIAL FACTORS--Purpose of the Offers;
The Compulsory Acquisition; Plans for NCL After Completion of the Offers"; and
"THE U.S. OFFER--Effect of the Offers on the Market for the Securities" of the
Offer to Purchase, which is incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATIONS.
(a) & (c) Reference is hereby made to the information set forth in "THE
U.S. OFFER--Source and Amount of Funds" of the Offer to Purchase, which is
incorporated herein by reference.
(b) Reference is hereby made to the information set forth in "THE U.S.
OFFER--Fees and Expenses" of the Offer to Purchase, which is incorporated herein
by reference.
4
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(d) Not applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS.
(a)-(c) Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Background of the Offers"; "--Norwegian Mandatory Offer Requirement";
"--Purpose of the Offers; The Compulsory Acquisition; Plans for NCL After
Completion of the Offers"; and "--Position of the Offeror Regarding Fairness of
the U.S. Offer" of the Offer to Purchase, which is incorporated herein by
reference.
(d) Reference is hereby made to the information set forth on the Cover Page
of the Offer to Purchase; "SPECIAL FACTORS--Background of the Offers";
"--Purpose of the Offers; The Compulsory Acquisition; Plans for NCL After
Completion of the Offers"; "THE U.S. OFFER--Certain Tax Consequences"; and
"--Effect of the Offers on the Market for the Securities" of the Offer to
Purchase, which is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(b) Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Background of the Offers"; "--Purpose of the Offers; The Compulsory
Acquisition; Plans for NCL After Completion of the Offers"; and "--Position of
Offeror Regarding Fairness of the U.S. Offer" of the Offer to Purchase, which is
incorporated herein by reference.
(c) The transactions contemplated by the Offers do not require the approval
of a majority of the unaffiliated security holders.
(d) & (e) Neither the Offeror nor Star has knowledge as to whether a
majority of directors who are not employees of NCL have retained an unaffiliated
representative to act solely on behalf of unaffiliated security holders for the
purpose of negotiating the terms of the U.S. Offer and/or preparing a report
concerning the fairness of the U.S. Offer. Reference is hereby made to
information set forth on the Cover Page of the Offer to Purchase and "SPECIAL
FACTORS--Certain Other Rights of Securityholders--Position of NCL Regarding the
Offers" of the Offer to Purchase, which is incorporated herein by reference.
(f) Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Background of the Offers" of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a) None.
(b) Not applicable.
(c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) Reference is hereby made to the information set forth in
"INTRODUCTION"; "SPECIAL FACTORS--Background of the Offers"; "--Purpose of the
Offers; The Compulsory Acquisition; Plans for NCL After Completion of the
Offers"; "--Beneficial Ownership of Shares"; and "Schedule 1" of the Offer to
Purchase and in Item 5 and Schedule 2 of the Schedule 13D, which is incorporated
herein by reference.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE ISSUER'S
SECURITIES.
Reference is hereby made to the information set forth in "THE U.S.
OFFER--Source and Amount of Funds" of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH REGARD TO
THE TRANSACTION.
(a)-(b) Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Background of the Offers"; "--Certain Other Rights of
Securityholders--Position of NCL Regarding the Offers";
5
<PAGE> 6
"--Position of the Offeror Regarding Fairness of the U.S. Offer"; and "--Purpose
of the Offers; The Compulsory Acquisition; Plans for NCL After Completion of the
Offers" of the Offer to Purchase, which is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) Reference is hereby made to the information set forth in "SPECIAL
FACTORS--Purpose of the Offers; The Compulsory Acquisition; Plans for NCL After
Completion of the Offers"; and "--Certain Other Rights of Securityholders in the
U.S. Offer" of the Offer to Purchase, which is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) Reference is hereby made to the information set forth in "THE U.S.
OFFER--Certain Information Concerning NCL" of the Offer to Purchase, which is
incorporated herein by reference. Reference is also made to NCL's audited
financial statements contained in NCL's Registration Statement on Form 20-F
dated July 6, 1999 and filed with the Commission on July 7, 1999 and to NCL's
unaudited interim financial statements contained in a press release issued by
NCL on October 20, 1999, which are incorporated herein by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) Not applicable.
(b) Reference is hereby made to the information set forth in "THE U.S.
OFFER--Fees and Expenses" of the Offer to Purchase, which is incorporated herein
by reference.
ITEM 16. ADDITIONAL INFORMATION.
Reference is hereby made to the information set forth in the Offer to
Purchase, the Letter of Transmittal, the Acceptance Form, the Notice of
Guaranteed Delivery, and the Schedule 13D, copies of which are attached hereto
as Exhibits (d)(1), (d)(2), (d)(3), (d)(4) and (g), respectively, and which are
incorporated herein by reference.
ITEM 17. MATERIALS TO BE FILED AS EXHIBITS.
<TABLE>
<S> <C>
(a)(1) Loan Agreement between ABN-Amro Bank N.V., Arrasas Limited,
the other lenders party thereto and the guarantors party
thereto, dated December 19, 1999 (incorporated herein by
reference to Exhibit 1 of the Schedule 13D).
(a)(2) Loan Agreement between Joondalup Limited and Star Cruises
PLC, dated December 20, 1999 (incorporated herein by
reference to Exhibit 2 of the Schedule 13D).
(b) Not applicable.
(c) Not applicable.
(d)(1) Offer to Purchase dated January 13, 2000 (incorporated
herein by reference to Exhibit (a)(1) of the Schedule
14D-1).
(d)(2) Form of Letter of Transmittal (incorporated herein by
reference to Exhibit (a)(2) of the Schedule 14D-1).
(d)(3) Form of Acceptance Form (incorporated herein by reference to
Exhibit (a)(3) of the Schedule 14D-1).
</TABLE>
6
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<TABLE>
<S> <C>
(d)(4) Form of Notice of Guaranteed Delivery (incorporated herein
by reference to Exhibit (a)(4) of the Schedule 14D-1).
(d)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees regarding the tender of Shares
(incorporated herein by reference to Exhibit (a)(5) of the
Schedule 14D-1).
(d)(6) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees regarding the tender of ADSs
(incorporated herein by reference to Exhibit (a)(6) of the
Schedule 14D-1).
(d)(7) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to be
used in connection with the tender of Shares (incorporated
herein by reference to Exhibit (a)(7) of the Schedule
14D-1).
(d)(8) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees to be
used in connection with the tender of ADSs (incorporated
herein by reference to Exhibit (a)(8) of the Schedule
14D-1).
(d)(9) Text of Summary Advertisement published on January 13, 2000
(incorporated herein by reference to Exhibit (a)(9) of the
Schedule 14D-1).
(d)(10) Text of Press Release issued by Star on January 13, 2000
(incorporated herein by reference to Exhibit (a)(10) of the
Schedule 14D-1).
(e) Not applicable.
(f) Not applicable.
(g) Schedule 13D filed by Arrasas Limited, Resorts World
Limited, Genting Overseas Holdings Limited and Palomino
Limited with the Commission on December 27, 1999, as amended
(incorporated herein by reference).
(h) Audited financial statements of NCL for the years ended
December 31, 1998 and December 31, 1997 (incorporated by
reference to NCL's Registration Statement on Form 20-F dated
July 6, 1999 and filed with the Commission on July 7, 1999).
(i) Unaudited interim financial statements of NCL for the nine
months ended September 30, 1998 and September 30, 1999 as
published by NCL in a press release dated October 20, 1999.
</TABLE>
7
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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.
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
Dated: January 13, 2000
8
<PAGE> 1
THIRD QUARTER REPORT 1999
THE NCL GROUP
THE NET INCOME IN THE 3RD QUARTER 1999 WAS USD 17.7 MILLION AS COMPARED TO
A NET INCOME OF USD 13.5 MILLION IN 1998. THE NET INCOME FOR THE NINE MONTH
PERIOD ENDING SEPTEMBER 30TH 1999 WAS USD 25.2 MILLION (1998: USD 9.5 MILLION).
OPERATING INCOME BEFORE DEPRECIATION AND CHARTER COST (EBITDA) IN THE 3RD
QUARTER 1999 WAS USD 57.1 MILLION COMPARED TO USD 66.0 MILLION IN 1998. EBITDA
FOR THE NINE MONTH PERIOD ENDING SEPTEMBER 30TH 1999 AMOUNTED TO USD 131.7
MILLION (1998: USD 122.9 MILLION). PRE TAX EARNINGS IN THE 3RD QUARTER 1999 WERE
USD 23.8 MILLION COMPARED TO USD 22.1 MILLION IN 1998. PRE TAX EARNINGS YEAR TO
DATE SEPTEMBER 30TH, 1999 WAS USD 36.2 MILLION (1998: USD 18.6 MILLION).
The 3rd quarter reported earnings were negatively affected by USD 18-19
million due to the following non recurring events: The Norwegian Dream collision
and the Norwegian Sky grounding (USD 14.3 million in total) and the
Kosovo-effect on Marco Polo (USD 4-5 million).
Revenues in the 3rd quarter 1999 increased by 2.8% year-over-year to USD
246.6 million (1998: USD 239.7 million).
The number of capacity days in the 3rd quarter was 1,046,346 (1998:
1,048,456). The decrease in capacity is due to the transfer of Norwegian Star to
a joint venture in December 1998 in addition to Norwegian Dream being out of
service for repairs, reducing capacity by 65,816 capacity days. The decrease in
capacity days was partly offset by the lengthening of Norwegian Majesty, the
addition of Marco Polo on July 23, 1998 and the addition of the newbuilding
Norwegian Sky on August 9.
The load factor for the Group in the 3rd quarter 1999 was 101.1% (1998:
99.9%), while the load factor for the Norwegian Cruise Line division was 102.2%
(1998: 100.1%) and the load factor for Orient Lines was 85.0% (1998: 96.5%).
Net passenger ticket revenue per passenger day (net per diem) decreased by
2.8%, and net revenue per capacity day (yield) decreased by 1.6% year-over-year,
mainly due to higher yielding capacity being out of service and Marco Polo's
reduced load factor as a result of the Kosovo-crisis.
Operating expenses in the 3rd quarter 1999 increased by 7.0% to USD 151.5
million (1998: USD 141.6 million). Included in operating expenses are USD 4.7
million in air costs, commission protection and miscellaneous costs relating to
the Norwegian Dream collision and the Norwegian Sky grounding. Operating
expenses per capacity days were USD 145 (1998: USD 135).
Selling, general and administrative expenses increased by 17.9% to USD 37.9
million (1998: USD 32.2 million) primarily due to the planned capacity expansion
of the fleet and increased advertising. Adjusted for the loss of 71,810 capacity
days on Norwegian Dream and Norwegian Sky the shoreside expenses in the 3rd
quarter 1999 per capacity days were USD 34 (1998: USD 31).
In September NCL sold the AIDA to the present charterer Arkona Touristik
for USD 181 million and booked a net profit of USD 10.7 million.
3RD QUARTER EVENTS
On July 9, NCL Holding was listed on the New York Stock Exchange under the
ticker symbol NRW. In early October, approximately 15% or 35 million shares of
the Company's shares had been converted to approximately 9 million ADRs (4
shares represent one ADR).
Norwegian Cruise Line took delivery of the 2,000 berths newbuilding
Norwegian Sky from Lloyd Werft Bremerhaven and the first regular cruise
commenced on August 9.
On August 24, the Norwegian Dream collided with a container ship in the
English Channel. No guests or crew were seriously injured, and the vessel was
able to reach its destination, the UK port of Dover, without assistance. The
vessel underwent repairs at Lloyd Werft and was back in regular service on
October 11 for the
<PAGE> 2
Black Sea/Greek Isles cruise. All guests on the cancelled cruises received a
full refund. The Company offered cruise certificates for 100% off on a future
cruise for guests on the August 24 cruise, and 50% for the three subsequent
cruises, valid for 12 months in the same category staterooms.
Norwegian Sky was grounded for three hours on Friday, September 24 at the
juncture of the Saguenay River and the St. Lawrence Seaway on the East Coast of
Canada. Two local pilots were on board. There were no injuries or any danger to
passengers, crew or ship, and the vessel sailed to Quebec under its own power.
The vessel is scheduled to be back in regular service on October 28 after
repairs. In total, three cruises have been cancelled. All passengers on the
cancelled cruises received a full refund. Passengers booked on the first cruise
received cruise certificates for a 50% discount on a future cruise, those on the
other two cruises received a 25% discount, valid for 12 months and same category
staterooms.
The total reduction in earnings in the 3rd quarter due to these incidents
was USD 14.3 million (NOK 0.46 per share). The negative financial impact of the
Norwegian Dream collision and the Norwegian Sky grounding consisting of
insurance deductible, miscellaneous costs and loss of estimated revenue
(including onboard revenue) not covered by off hire insurance, is approximately
USD 5.4 million (NOK 0.17 per share) and the provision for cruise certificates
is approximately USD 8.9 million (NOK 0.29 per share).
USD 14.3 million of the total USD 17.6 million financial impact of the
Norwegian Dream and the Norwegian Sky incident has been allocated to the 3rd
quarter.
The negative financial impact will be offset by the following: The
provision for cruise certificates of USD 8.9 million, will be booked as revenue
when the cruise certificates are used over the next 12 month period. Next year's
earnings will increase with approximately USD 4 million as the drydock work of
Norwegian Dream scheduled for May 2000 has been completed together with the
repairs due to the collision. The Company has made provisions for the Norwegian
Dream collision based on a worst case scenario with regard to the liability
issue (US GAAP requirement), and the accounting provision is therefore based on
100% blame being assigned to NCL. Any reduction of the portion of blame for this
worst case assumption, will reduce the reported loss.
The effect of the reduced demand for cruises in the Mediterranean, for the
Marco Polo due to the Kosovo conflict is estimated to be between USD 4-5
million.
In September 1999 NCL entered into a Shipbuilding Contract for the
construction of a new 2,012 passenger cruise vessel similar to the recently
delivered Norwegian Sky. The contract price is USD 350 million and delivery will
be August 31, 2001. NCL also holds an option to purchase a second ship with the
same specifications at a contract price of USD 334 million with delivery April
2002. The new vessel will have an outside/inside ratio of 68/32, the staterooms
will be larger than on Norwegian Sky and 43% of the staterooms will have
balconies. The increased number of suites, balconies and outside cabins will
significantly increase the earning capacity of the vessel.
PLANS
Norwegian Sky has been very positively received in the market and the
Company will focus on the Sky class vessel as the core of the business going
forward. The Sky class represents an innovative and elegant product with a wide
range of activities including many dining alternatives.
Orient Lines will with its two ships Marco Polo and Crown Odyssey expand
its itinerary in year 2000 to include Scandinavian and Baltic cruises.
BOOKINGS
Norwegian Cruise Lines experiences strong demand for cruises in year 2000
and bookings for the 1st quarter next year are stronger than at the same time
last year.
Orient Lines' bookings for next year are strong and the transfer of the
Crown Odyssey from NCL to Orient Lines in April year 2000 has been well received
in the market.
2
<PAGE> 3
BOARD OF DIRECTORS OF NCL HOLDING ASA
OSLO, OCTOBER 20, 1999
Statements in this press release regarding NCL Holding ASA that are not
historical facts are "forward-looking statements". Such forward-looking
statements involve risks and uncertainties that could cause actual results to be
materially different from those expressed or implied by such forward-looking
statements. For a discussion of such factors, including general economic and
business conditions please review NCL Holding's most recent Annual Report and
the Company's Form 20-F filing with the U.S. Securities and Exchange Commission.
3
<PAGE> 4
NCL GROUP--INCOME STATEMENT
PRESENTED IN ACCORDANCE WITH US GAAP
<TABLE>
<CAPTION>
YTD YTD
3Q 1999 SEPT. 30, 1999 3Q 1998 SEPT. 30, 1998 1998
---------- -------------- ---------- -------------- ----------
(the figures are unaudited) (audited)
(in USD thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Revenues....................... $ 246.567 $ 651.843 $ 239.745 $ 575.368 $ 767.600
Operating expenses............. (151.506) (409.305) (141.605) (366.022) (500.644)
Selling, general and
administrative expenses...... (37.945) (110.856) (32.182) (86.494) (121.582)
Ship charter costs............. (5.271) (15.712) (5.389) (15.248) (20.559)
Depreciation and
amortization................. (19.269) (51.686) (16.080) (41.897) (58.427)
---------- ---------- ---------- ---------- ----------
(213.991) (587.559) (195.256) (509.661) (701.232)
Operating income............... 32.576 64.284 44.489 65.707 66.368
Other income (expense):
Interest expense............... (16.179) (43.383) (13.982) (40.433) (55.252)
Interest income................ 621 1.431 944 2.777 3.442
Gain (loss) on sale of fixed
assets....................... 10.705 10.705 -- -- --
Gain (loss) on translation of
debt......................... (654) 9.715 (6.887) (6.587) (7.351)
Other income (expenses)........ (3.292) (6.574) (2.484) (2.877) (3.151)
---------- ---------- ---------- ---------- ----------
(8.799) (28.106) (22.409) (47.120) (62.312)
INCOME (LOSS) BEFORE INCOME
TAXES, MINORITY INTEREST AND
EXTRAORDINARY ITEMS.......... 23.777 36.178 22.080 18.587 4.056
Income tax provision........... (6.048) (10.994) (4.926) (5.427) (2.812)
Minority interest in net
income/loss.................. -- -- (3.618) (3.168) (3.168)
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEMS.......... 17.729 25.184 13.536 9.992 (1.924)
Extraordinary items (net of
tax)......................... -- -- -- (533) (649)
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS).............. $ 17.729 25.184 13.536 9.459 (2.573)
========== ========== ========== ========== ==========
Weighted average # of common
shares outstanding........... 238.235 238.239 222.655 213.433 219.687
Weighted average # of common
shares outstanding plus
impact of assumed
conversions.................. 257.314 245.021 227.783 218.608 223.612
BASIC AND DILUTED EARNINGS
(LOSS) PER SHARE:
Income (loss) before
extraordinary items.......... $ 0,07 $ 0,11 $ 0,06 $ 0,03 $ (0,02)
Extraordinary items............ -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Net income (loss).............. $ 0,07 $ 0,11 $ 0,06 $ 0,03 $ (0,02)
========== ========== ========== ========== ==========
</TABLE>
<TABLE>
<CAPTION>
CAPACITY DAYS AND LOAD FACTOR 3Q 1999 SEPT. 30, 1999 3Q 1998 SEPT. 30, 1998 1998
- ----------------------------- ---------- -------------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Capacity owned ships........... 962.074 2.569.805 893.516 2.226.266 3.134.062
Capacity chartered ships....... 84.272 250.068 154.940 462.780 568.896
---------- ---------- ---------- ---------- ----------
Total capacity................. 1.046.346 2.819.873 1.048.456 2.689.046 3.702.958
Load factor.................... 101,1% 100,2% 99,9% 98,2% 95,9%
</TABLE>
4
<PAGE> 5
THE NCL GROUP--BALANCE SHEET
PRESENTED IN ACCORDANCE WITH US-GAAP
<TABLE>
<CAPTION>
SEPT. 30, 1999 SEPT. 30, 1998 DEC. 31, 1998
-------------- -------------- -------------
(UNAUDITED) (UNAUDITED) (AUDITED)
(IN USD THOUSANDS EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents............................ $ 118.731 $ 130.420 $ 49.793
Restricted cash...................................... 11.060 12.584 4.304
Accounts receivable.................................. 23.824 11.840 11.642
Inventories.......................................... 7.984 6.838 6.334
Prepaid expenses, deposits and other current
assets............................................. 19.129 25.815 20.676
Deferred drydocking costs............................ 8.198 5.644 5.930
---------- ---------- ----------
Total current assets................................. 188.926 193.141 98.679
Ships, property and equipment........................ 1.527.351 1.511.474 1.558.979
Restricted cash...................................... 3.176 16.273 3.176
Deferred drydocking costs............................ 5.548 1.716 4.406
Goodwill............................................. 22.430 24.245 22.864
Other assets......................................... 24.362 24.086 23.125
---------- ---------- ----------
Total assets......................................... $1.771.793 $1.770.935 $1.711.229
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt................. $ 112.167 $ 202.561 $ 91.825
Note payable due to Seller........................... -- -- 11.637
Accounts payable..................................... 39.710 40.570 51.590
Accrued expenses..................................... 74.764 56.313 47.674
Advance ticket sales................................. 170.982 117.093 116.111
Deferred charter revenue............................. -- 1.679 2.808
Deferred taxes....................................... 13.871 5.891 2.884
---------- ---------- ----------
Total current liabilities............................ 411.494 424.107 324.529
Long-term debt....................................... 734.637 727.992 852.210
Convertible debt..................................... 62.000 -- --
Other long-term liabilities.......................... 9.633 6.882 6.760
---------- ---------- ----------
Total liabilities.................................... 1.217.764 1.158.981 1.183.499
Commitments and contingencies........................ -- -- --
Minority interests................................... -- 73.285 --
Stockholders' equity
Common stock
(par value NOK 2,30; 238.245.196 shares issued and
outstanding at Sept. 30 and Dec. 31, 1998 and
238.407.696 shares issued and 238.360.502 shares
outstanding at Sept. 30, 1999)....................... 79.524 79.491 79.491
Additional paid-in capital........................... 456.952 454.270 455.668
Retained earnings.................................... 22.810 9.860 (2.172)
Cumulative translation adjustment.................... (5.257) (4.952) (5.257)
---------- ---------- ----------
Total stockholders' equity........................... 554.029 538.669 527.730
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY........... $1.771.793 $1.770.935 $1.711.229
========== ========== ==========
Stockholders' equity per share....................... $ 2,32 $ 2,26 $ 2,22
</TABLE>
- ---------------
There is no tax payable, since the Company has loss carry forward.
5
<PAGE> 6
NCL GROUP--STATEMENT OF CASH FLOWS
PRESENTED IN ACCORDANCE WITH US-GAAP
<TABLE>
<CAPTION>
SEPT. 30, SEPT. 30,
3Q 1999 YTD 1999 3Q 1998 YTD 1998 1998
--------- --------- -------- --------- ---------
(THE FIGURES ARE UNAUDITED) (AUDITED)
(IN USD THOUSANDS)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)................................... $ 17.729 $ 25.184 $ 13.536 $ 9.459 $ (2.573)
Amounts to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization....................... 19.269 51.686 16.080 41.897 58.427
Gain/loss on sale of assets......................... (10.705) (10.705) -- -- --
Extraordinary items................................. -- -- -- 533 649
Gain/loss on translation of debt.................... 654 (9.715) 6.887 6.587 7.351
Minority interest in net result of consolidated
subsidiary........................................ -- -- 3.618 3.168 3.168
Other--net.......................................... 2.502 4.788 -- -- 137
Changes in operating assets and liabilities
--Accounts receivable............................. (8.924) (12.182) 1.911 (4.146) (3.981)
--Deferred drydocking costs....................... (5.802) (11.419) 6.054 (4.655) (9.669)
--Other assets.................................... 11.689 (2.710) (7.234) (2.885) 2.678
--Accounts payable, accrued expenses and other
long term liabilities........................... 17.349 15.114 28.829 19.722 22.030
--Advance ticket sales............................ (22.607) 54.871 (32.536) 8.183 7.492
--Deferred taxes and deferred revenue............. 576 8.179 (1.605) (14.166) (15.652)
--------- -------- -------- -------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES........... 21.730 113.091 35.540 63.697 70.057
Cash flows from investing activities:
Capital expenditures................................ (61.534) (179.903) (64.299) (237.587) (299.106)
Proceeds from sale of ship.......................... 178.993 178.993 -- -- --
Investment in Orient Lines (net of cash acquired)... -- -- (8.686) (8.686) (7.201)
--------- -------- -------- -------- ---------
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES........................................ 117.459 (910) (72.985) (246.273) (306.307)
Cash flows from financing activities:
Proceeds from new debt obligations.................. 38.001 188.473 88.985 208.365 246.817
Repayment of long term debt and other borrowings.... (115.095) (222.657) (18.578) (90.717) (103.981)
Debt financing fees paid............................ (94) (2.329) (1.594) (6.226) (7.510)
Changes in restricted cash held in escrow........... (7.236) (6.756) (5.874) 13.066 34.443
Purchase minority interest.......................... -- -- -- -- (71.000)
Proceeds from issuance of common stock and
options........................................... 332 332 55.527 132.265 131.031
Redemption of minor shareholders.................... (16) (306) -- -- --
--------- -------- -------- -------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES........................................ (84.108) (43.243) 118.466 256.753 229.800
Net increase (decrease) in cash and cash
equivalents....................................... 55.081 68.938 81.021 74.177 (6.450)
Cash and cash equivalents, beginning of reporting
period............................................ 63.650 49.793 49.399 56.243 56.243
CASH AND CASH EQUIVALENTS, END OF REPORTING
PERIOD............................................ $ 118.731 $118.731 $130.420 $130.420 $ 49.793
========= ======== ======== ======== =========
</TABLE>
- ---------------
NOTE:
The report has been prepared in accordance with US generally accepted accounting
principles (US GAAP) and in USD. According to the new accounting act in Norway,
the functional currency (USD for NCL) may be chosen as reporting currency. There
are no material differences in the results reported in accordance with US GAAP
and according to Norwegian accounting principles.
6
