SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 1)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
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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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<PAGE>
CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
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
- ---------
(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. 1 (this "Amendment") amends the Schedule 14D-1 Tender
Offer Statement (the "Statement") dated January 13, 2000 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.
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(a) is hereby amended and supplemented by adding the following
paragraph:
(a) On January 12, 2000, Star obtained an ex parte order (the "Order") from
the Oslo Probate Court prohibiting NCL from issuing any new Shares pursuant to
the power of attorney granted to the Board by the general shareholders' meeting
of June 10, 1998, prior to February 5, 2000 and sought an order against the
official company register to prevent the registration of any Shares so issued.
On January 18, 2000, Star and NCL entered into an agreement to settle the
proceeding begun by Star (the "Settlement"), which has been registered with the
Oslo Probate Court. In the Settlement, NCL has agreed that the NCL Board is
prohibited from resolving to issue, issuing or registering the issuance, of any
new Shares pursuant to the power of attorney granted to the Board by the general
shareholders' meeting of June 10, 1998, prior to the conclusion of NCL's next
general shareholders' meeting (currently scheduled for February 4, 2000), except
for (i) up to 5,025,910 Shares issuable on the exercise of currently outstanding
employee stock options granted under NCL's 1997 Share Incentive Plan and (ii)
Shares issued to fulfill NCL's obligations upon conversion of the Convertible
Bonds. Star has agreed to withdraw its petition for an injunction against the
company register and not to seek to prohibit the issuance of Shares permitted by
the Settlement. A translation of the Settlement is attached hereto as Exhibit
(c)(1) and is incorporated herein by reference.
Item 11. Material to be filed as Exhibits.
The following item (c)(1) is hereby added to the material previously
filed as exhibits.
(c)(1) Settlement Agreement between NCL Holding ASA and Star Cruises
PLC, dated January 18, 2000.
<PAGE>
Exhibit (C)(1)
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Text of Settlement Agreement, dated January 18,
2000, between Star Cruises PLC and NCL
Holding ASA
1. Subject to Section 2 hereof, from the date hereof until the next general
shareholders' meeting of NCL Holding ASA ("NCL"), which is scheduled to take
place on February 4, 2000, has been held, the Board of Directors of NCL is
prohibited from resolving to issue, issuing or registering the issuance of any
shares pursuant to the power of attorney granted to the Board by the general
shareholders' meeting of June 10, 1998.
2. Notwithstanding the foregoing, the Board of NCL is authorized to resolve to
issue, issue or register the issuance of shares pursuant to the power of
attorney granted to the Board by the general meeting of June 10, 1998, to the
extent necessary to fulfil NCL's contractual obligations in respect of stock
options granted to employees of NCL or its subsidiaries pursuant to NCL's Share
Incentive Plan of 1997, up to a maximum of 5,025,910 shares of NCL.
In addition, the Board of NCL is authorized to issue shares of NCL upon the
conversion of bonds issued by NCL, to the extent necessary to fulfil NCL's
obligations in respect of the loan approved by the extraordinary shareholders'
general meeting of April 14, 1999.
3. Star shall promptly withdraw its petition for injunction against the company
register, seeking to prevent the registration of share issuances resolved by the
Board of NCL. Star also undertakes not to seek to prohibit or otherwise hinder
the issuance of shares of NCL permitted by Section 2 above.
4. Case 00-49 D before the Oslo Probate Court is voluntarily dismissed.
5. The parties shall cover their own expenses in respect of the case.
Dated: January 18, 2000
The undersigned hereby represent that to the best of their knowledge the
above is a fair and accurate English translation of the settlement agreement
between Star Cruises PLC and NCL Holding ASA, dated January 18, 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>
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: 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
