SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 9 - Final Amendment)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 11)
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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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CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
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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
255,116,463(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 95.4%
10. Type of Reporting Person
CO
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1 Of these Shares, 226,006,263 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.
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CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
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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
255,116,463(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 95.4%
10. Type of Reporting Person
CO
- ----------
2 Of these Shares, 226,006,263 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.
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CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
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This Amendment No. 9 (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) The U.S. Offer expired at 12:00 midnight, New York City time and the
International Offer expired at 12:00 midnight, Oslo time, on Thursday, February
10, 2000. As a result of the acceptance for payment pursuant to the Offers of
the Shares and ADSs described below, the Offeror currently beneficially owns
255,116,463 Shares, representing approximately 95.4% of the outstanding Shares.
Reference is hereby made to the text of the Press Release attached hereto
as Exhibit (q) and incorporated herein by reference.
(b) Pursuant to the U.S. Offer and based upon the report of the Depositary,
the Offeror has accepted for payment 5,687,718 ADSs representing 22,750,872
Shares tendered by physical or book-entry delivery at a purchase price of the
U.S. dollar equivalent of NOK 140 per ADS.
Pursuant to the International Offer and based upon the report of the Norway
Receiving Agent, the Offeror has accepted for payment 47,671,648 Shares at a
purchase price of NOK 35 per Share.
Reference is hereby made to the text of the Press Release attached
hereto as Exhibit (q) and incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
The following item (q) is hereby added to the material previously filed as
exhibits.
(q) Text of Press Release issued by Star on February 16, 2000
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CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
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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 16, 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
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CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
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Exhibit (q)
PRESS RELEASE
For Immediate Release
STAR CRUISES COMPLETES TENDER OFFERS
FOR SHARES AND ADSs OF NCL HOLDING ASA
February 16, 2000: Star Cruises PLC (SES "STRC") today announced the results of
the successful U.S. and international tender offers by its subsidiary, Arrasas
Limited, to acquire all outstanding ordinary shares and all American depositary
shares (ADSs), each representing four ordinary shares, of NCL Holding ASA, at a
price of NOK 35 per ordinary share and the U.S. dollar equivalent of NOK 140 per
ADS.
47,671,648 ordinary shares or approximately 17.8% of the outstanding NCL shares
and 5,687,718 ADSs or approximately 73.3% of the outstanding ADSs, were validly
tendered prior to the expiration of the U.S. and international offers at 12:00
midnight, New York City time and Oslo time, respectively, on Thursday, February
10, 2000.
Arrasas has accepted for payment all ordinary shares and all ADSs which were
validly tendered. Approximately 2 million ADSs remain outstanding. Star and its
affiliates now own, including ordinary shares previously held by them, a total
of 255,116,463 ordinary shares, representing approximately 95.4% of NCL's
outstanding shares.
As the owner of more than 90% of NCL's ordinary shares, Star intends to
undertake a compulsory acquisition of the remaining NCL shares and ADSs in
accordance with applicable Norwegian law.
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
