SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-1/A
(Amendment No. 4)
TENDER OFFER STATEMENT
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
and
SCHEDULE 13D/A
(Amendment No. 6)
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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>
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CUSIP NO. 492693 (Shares) and 628854310 (American Depositary Shares)
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This Amendment No. 4 (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 joint Press Release issued by
Star and Carnival Corporation on February 2, 2000, which is attached hereto as
Exhibit (k).
Item 11. Material to be filed as Exhibits.
The following item (k) is hereby added to the material previously filed as
exhibits.
(k) Text of a joint Press Release issued by Star and Carnival Corporation
on February 2, 2000.
<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: February 2, 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
<PAGE>
Exhibit (k)
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[Star Cruises logo] [Carnival logo]
FOR IMMEDIATE RELEASE
CARNIVAL CORPORATION AND STAR CRUISES PLC
REACH JOINT VENTURE AGREEMENT TO PURSUE
ACQUISITION OF NCL HOLDING ASA
Agreement to mark the start of long-term global
alliance between Carnival and Star
Creates satisfactory outcome to ownership structure of NCL
for shareholders of all three organizations
NCL to benefit from experience and resources of two of the
world's most successful cruise operators
MIAMI (02/02/00) - Carnival Corporation (NYSE: CCL) and Star Cruises PLC
(SES: STRC) today announced a joint venture agreement to pursue the acquisition
of NCL Holding ASA (OSE: NCL). Under the agreement, Carnival will acquire a 40
percent stake in Arrasas Limited, Star's wholly owned subsidiary previously
established to acquire NCL. Star will retain a 60 percent ownership of Arrasas.
As a result of the agreement, Carnival's previously announced intention to
purchase NCL shares at NOK 40 per share subject to the delivery to Carnival of a
controlling interest in NCL by its board of directors is withdrawn.
Carnival Corporation's cost to acquire the 40 percent stake in Arrasas
will be based on a proportionate total of the costs resulting from Star's
mandatory tender offer of NOK 35 per share for NCL. That offer will expire
February 10, 2000, as scheduled.
"We are delighted with this partnership which we anticipate will mark the
start of a long-term global alliance between Carnival Corporation and Star
Cruises," said Micky Arison, chairman and CEO of Carnival Corporation. "This
agreement effectively creates an outcome to the ownership structure of NCL that
should prove satisfactory to the shareholders of Carnival, Star and NCL," he
added.
Mr. K.T. Lim, chairman of Star Cruises, stated, "Star Cruises, `the leading
cruise line in Asia-Pacific,' is extremely pleased to be collaborating with
Carnival Corporation, the world's largest, most successful cruise operator, on
both the acquisition of NCL and, in the future, on a larger, global scale."
Both parties anticipate that during the NCL extraordinary shareholders
meeting scheduled for Feb. 4, 2000, in Oslo, Star will be successful in
obtaining the required number of votes to elect its chosen board of directors
and, therefore, gain control of the NCL board.
Completion of the agreement is conditioned upon receipt of all corporate,
regulatory and government approvals, including the expiration or termination of
the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976. No assurances can be given that the foregoing conditions will be satisfied
or that the transaction will be finalized.
Carnival Corporation is comprised of Carnival Cruise Lines, the world's
largest cruise line based on passengers carried, Holland America Line, Windstar
Cruises, Cunard Line Limited, which operates the Cunard and Seabourn cruise
brands, and interests in Costa Cruises and Airtours plc. Combined, Carnival
Corporation's various brands operate 45 ships in the Caribbean, Alaska, Europe
and other worldwide destinations.
Star Cruises is the "leading cruise line in Asia-Pacific" with a fleet of
nine ships operating in Singapore, Malaysia, Thailand, Hong Kong, China,
Vietnam, Taiwan, Japan and Korea.
NOTE: Statements in this press release relating to matters that are not
historical facts are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors, which may
cause the actual results, performances or achievements of Carnival Corporation
to be materially different from any future results, performances or achievements
expressed or implied by such forward-looking statements. Such factors include
general economic and business conditions; increases in cruise industry capacity
and competition; changes in tax and other laws and regulations affecting
Carnival and other factors which are described in further detail in Carnival's
filings with the Securities and Exchange Commission.
CONTACT: Tim Gallagher or Jennifer de la Cruz
Carnival Corporation, 800-438-6744, ext. 16000
or 305-599-2600, ext. 16000
Jane Poh
Star Cruises PLC
603-309-2488
[email protected]
