SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 3)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 5)
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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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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
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
125,904,529(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 49.9%
10. Type of Reporting Person
CO
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1 Of these Shares, 96,794,329 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
6,000,000 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.
<PAGE>
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
125,904,529(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 49.9%
10. Type of Reporting Person
CO
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2 Of these Shares, 96,794,329 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
6,000,000 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.
<PAGE>
This Amendment No. 3 (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:
Reference is hereby made to the text of the Press Release issued by Star on
January 31, 2000 which is attached hereto as Exhibit (j).
Item 11. Material to be filed as Exhibits.
The following item (j) is hereby added to the material previously filed as
exhibits.
(j) Text of Press Release issued by Star on January 31, 2000.
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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 1, 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
<PAGE>
Exhibit (j)
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Press Release
(28 January 2000) Star Cruises has noted the announcement from the Board of NCL
Holding regarding Star's offer.
NCL's announcement contains a number of errors and mis-statements. 1. Star
Cruise's purchase of 50% of the NCL shares in December fully complies with
Norwegian law. The Banking and Securities Commission has stated January 27th
that it is not giving priority to an investigation of Star's conduct. By
contrast, it appears that it is investigating the conduct of both Mr. Siem and
Mr. Aune. 2. Star categorically denies that it has purchased shares or reached
agreement with any shareholder to purchase shares at a higher price than NOK 35
per share. 3. Star believes it is entitled to exercise the votes attaching to
all its shares and will take the necessary steps to ensure that this occurs. It
will also take any necessary steps against NCL Board Members who seek improperly
to restrict its rights. 4. The Board of NCL is incorrect in stating that Star's
offer is conditional - it is not. 5. The board of Star Cruises continues to
believe that the long-term interests of NCL and its employees is best served by
joining the Star Cruises Group to create "The First Global Cruise Line in the
World". 6. Star Cruises Wishes to express its disappointment that the NCL Board
- - even in its formal recommendation required under the Norwegian Securities
Trading Act - continues its attempt to discredit Star. Star reserves its rights
as to the conduct of the NCL Board, as an attempt to attract alternative bids
does not warrant or justify defamatory and erroneous statements on their part.
