SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Rule 13E-3/A Transaction Statement
(Amendment No. 1)
(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. 1 (this "Statement") amends the Schedule 13E-3
Transaction Statement (the "Schedule 13E-3") dated January 13, 2000 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.
The cross reference sheet is hereby amended and supplemented as set forth
below:
Item in Schedule 13E-3 Where in the Schedule 14D-1
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Item 16 Item 10(a) & 10(f)
Item 16. Additional Information.
Item 16 is hereby amended and supplemented by adding the following
paragraph:
Reference is hereby made to the Settlement Agreement between NCL Holding
ASA and Star Cruises PLC, dated January 18, 2000, which is attached hereto as
Exhibit (j) and incorporated herein by reference to the Schedule 14D-1 dated
January 13, 2000 of the Offeror and Star, as amended (the "Schedule 14D-1").
Item 17. Material to be Filed as Exhibits.
The following item (j) is hereby added to the material previously filed as
exhibits:
(j) Settlement Agreement between NCL Holding ASA and Star Cruises PLC,
dated January 18, 2000 (incorporated herein by reference to Exhibit
(c)(1) 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: January 19, 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
