SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 7)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 9)
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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)
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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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CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
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This Amendment No. 7 (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 10. Additional Information.
Item 10(f) is hereby amended and supplemented by adding the following
paragraph:
At an extraordinary general meeting of NCL's shareholders held in Oslo on
February 4, 2000, six nominees of Star were elected as the Board of Directors of
NCL.
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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 8, 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
