<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 13E-4/A
(AMENDMENT NO. 4)
---------------
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
------------------------
STOLT-NIELSEN S.A.
(Name of the Issuer and Person Filing Statement)
------------------------------
COMMON SHARES, NO PAR VALUE
OPTIONS TO PURCHASE COMMON SHARES
(Title of Class of Securities)
L88742108
(CUSIP Number of Class of Securities)
------------------------------
ALAN B. WINSOR, ESQ.
STOLT-NIELSEN INC.
EIGHT SOUND SHORE DRIVE
GREENWICH, CT 06836
(203) 625-3667
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
------------------------------
COPY TO:
GREGORY PRYOR, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
(212) 819-8200
------------------------
JANUARY 21, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INTRODUCTION
This Amendment No. 4 amends and supplements the Rule 13e-4 Issuer Tender
Offer Statement filed on January 21, 2000 (as amended and supplemented, the
"Schedule 13E-4") relating to an offer by Stolt-Nielsen S.A., a company
organized under the laws of Luxembourg (the "Company"), to exchange one Class B
Share, no par value (together, the "Class B Shares"), for each outstanding
Common Share, no par value (together, the "Common Shares"), and one option to
purchase one Class B Share (together, the "Class B Options") for each
outstanding option to purchase one Common Share (together, the "Common
Options"), on the terms and conditions set forth in the Offering Circular dated
January 21, 2000 (the "Offering Circular") and the related Letter of Transmittal
(which, as they may be amended or supplemented from time to time, together
constitute the "Exchange Offer"). Capitalized terms used herein and not
otherwise defined have the meanings ascribed thereto in the Offering Circular.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended to add at the end thereof the following:
The Exchange Offer expired at 5:00 p.m., New York City time, February 18,
2000. Based on preliminary information provided by the Exchange Agent, a total
of 7,918,799 Common Shares were validly tendered (including 2,318,115 Common
Shares tendered pursuant to notices of guaranteed delivery).
On February 21, 2000, the Company issued a press release annoucing the
expiration of the Exchange Offer and the preliminary results of the Exchange
Offer. A copy of the press release is attached hereto as Exhibit (a)(15) and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following exhibit:
<TABLE>
<S> <C>
EXHIBIT NUMBER DESCRIPTION
- ----------------------------------------------------- -----------------------------------------------------
Exhibit (a)(15) Press release dated February 21, 2000
</TABLE>
<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.
<TABLE>
<S> <C>
Dated: February 22, 2000 STOLT-NIELSEN S.A.
By: /s/ JAN CHR. ENGELHARDTSEN
-------------------------------------------
Name: Jan Chr. Engelhardtsen
Title: Chief Financial Officer
</TABLE>
2
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<S> <C>
EXHIBIT NUMBER DESCRIPTION
- ----------------------------------------------------- -----------------------------------------------------
Exhibit (a)(15) Press release dated February 21, 2000
</TABLE>
<PAGE>
STOLT-NIELSEN S.A. ANNOUNCES SUCCESSFUL COMPLETION OF EXCHANGE OFFER
London, England - February 21, 2000 - Stolt-Nielsen S.A. (Nasdaq: STLTF,
STLBY; Oslo Stock Exchange: SNIB) announced today that it has successfully
completed its previously announced exchange offer. At the close of the
exchange offer on February 18, 2000, 7.9 Common Shares had been tendered.
This represents approximately 95 percent of the 8.4 million publicly held
Common Shares of Stolt-Nielsen S.A.
Commenting on the exchange offer, Christopher J. Wright, President and Chief
Operating Officer of Stolt-Nielsen S.A. said, "We are pleased with the success
of this exchange offer and expect the Class B Shares, the Company's principal
equity instrument, to benefit from the increased share liquidity."
Stolt-Nielsen S.A. is one of the world's leading providers of transportation
services for bulk liquid chemicals, edible oils, acids, and other specialty
liquids. The Company, through its parcel tanker, tank container, terminal, rail,
and barge services, provides integrated transportation for its customers. The
Company also owns 48 percent of Stolt Comex Seaway S.A. (Nasdaq: SCSWF, SCSAY;
Oslo Stock Exchange: SCS, SCSA), which is among the largest subsea services
contractors in the world. SCS specializes in providing engineering, flowline and
pipeline lay, construction, inspection, and maintenance services to the offshore
oil and gas industry. Stolt Sea Farm, wholly-owned by the Company, produces and
markets high quality Atlantic salmon, salmon trout, turbot, halibut, sturgeon,
and caviar.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS. ACTUAL FUTURE RESULTS AND
TRENDS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN SUCH STATEMENTS DUE TO
VARIOUS FACTORS. ADDITIONAL INFORMATION CONCERNING THESE FACTORS IS CONTAINED
FROM TIME TO TIME IN THE COMPANY'S U.S. SEC FILINGS, INCLUDING, BUT NOT LIMITED
TO THE COMPANY'S REPORT ON FORM 20-F FOR THE YEAR ENDED NOVEMBER 30, 1998.
COPIES OF THESE FILINGS MAY BE OBTAINED BY CONTACTING THE COMPANY OR THE U.S.
SEC.
Contact: William W. Galvin
USA 1-203-618-9800
Samira Ashraf
UK 44-20-7611-8963
