SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Rule 13E-3/A Transaction Statement
(Amendment No. 8)
(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. 8 (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 10. Interest in Securities of the Issuer.
Item 10 (a)-(b) is hereby amended and supplemented by adding the following
paragraph:
Reference is hereby made to the information contained in Item 6 of the
Schedule 14D-1 dated January 13, 2000, of the Offeror and Star, as amended (the
"Schedule 14D-1"), which is incorporated herein by reference, and to the text of
the Press Release which is attached hereto as Exhibit (s) and incorporated
herein by reference.
Item 17. Material to be Filed as Exhibits.
The following item (s) is hereby added to the material previously filed
as exhibits:
(s) Text of a Press Release issued by Star on February 9, 2000
(incorporated herein by reference to Exhibit (p) 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: February 9, 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
