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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(AMENDMENT NO. 2)
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ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
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STOLT-NIELSEN S.A.
(Name of the Issuer and Person Filing Statement)
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COMMON SHARES, NO PAR VALUE
OPTIONS TO PURCHASE COMMON SHARES
(Title of Class of Securities)
L88742108
(CUSIP Number of Class of Securities)
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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)
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COPY TO:
GREGORY PRYOR, ESQ.
WHITE & CASE LLP
1155 AVENUE OF THE AMERICAS
NEW YORK, NY 10036
(212) 819-8200
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JANUARY 21, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)
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INTRODUCTION
This Amendment No. 2 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"). This offer is being made 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 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 2(a) is hereby amended to add at the end thereof the following:
The first paragraph under "The Exchange Offer--Fees and Expenses" in the
Offering Circular is hereby amended to add at the end thereof the following:
"Each tendering holder of Common Shares will be responsible for the
payment of any fees or commissions charged by such holder's broker for
assisting in the exchange of such holder's Common Shares or any fees
charged by a custodian or other trustee of any Individual Retirement
Account that is the record owner of such holder's Common Shares."
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILILATE.
Item 3 is hereby amended to add at the end thereof the following:
The first sentence of the third paragraph under "Special Factors Related to
the Exchange Offer--Background and Purpose of the Exchange Offer" is hereby
amended and restated to read as follows:
"The Company believes that the Exchange Offer will result in improved
market liquidity of the Class B Shares, to the extent it results in a
greater absolute number and a greater percentage of Class B Shares held
by investors who are not affiliated with the Company. This larger
'public float' should enlarge the pool of potential buyers and sellers
of Class B Shares, thereby improving the liquidity of the Class B
Shares."
The last sentence of the seventh paragraph under the caption "Important" on
page (iv) of the Offering Circular is hereby amended and restated in its
entirety to read as follows:
"The option exercise price, exercise period and terms and conditions of
exercise and all other terms of the new Class B Options will be
identical to such terms of the Common Options exchanged, except that
Class B Options received in exchange for Common Options intended to
qualify as 'incentive stock options' may not qualify as 'incentive stock
options' for U.S. Federal income tax purposes."
The sixth paragraph under "Certain U.S. Federal and Non-U.S. Income Tax
Considerations--U.S. Federal Income Tax Considerations" in the Offering Circular
is hereby amended and restated in its entirety to read as follows:
"If a holder of Common Options that are intended to qualify as
'incentive stock options' elects to exchange such Common Options for
Class B Options in accordance with the Exchange Offer, the Class B
Options received may not qualify as 'incentive stock options.' If a
holder of Common Options that are intended to qualify as 'incentive
stock options' elects not to exchange such Common Options for Class B
Options in accordance with the Exchange Offer, such Common Options
retained may cease to qualify as 'incentive stock options' after the
Exchange Offer is made to holders of Common Options. The exercise of any
such retained Common Option or new Class B Option that does not qualify
as an "incentive stock option" for U.S. Federal income tax
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purposes will generally result in immediate recognition of ordinary
income by the holder of such Common Option or Class B Option in the
amount by which the fair market value of the Common Shares or Class B
Shares, as the case may be, purchased, on the date of such exercise,
exceeds the aggregate option price paid. Any appreciation or
depreciation in the fair market value of such shares after the date of
such exercise will generally result in a capital gain or loss to the
holder at the time he or she disposes of such shares."
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
The line item with respect to the ownership of securities of the Company by
NYK in the table under "Special Factors Related to the Exchange Offer--Interest
of Certain Persons in Securities of the Company; Contracts, Arrangements or
Understandings With Respect to Securities of the Company" in the Offering
Circular is hereby amended and restated as follows:
<TABLE>
<CAPTION>
COMMON SHARES CLASS B SHARES
-------------------- --------------------
OWNED OPTIONS OWNED OPTIONS
--------- -------- --------- --------
<S> <C> <C> <C> <C>
Nippon Yusen Kaisha, Ltd....................... 3,000,000 -- 2,500,000 --
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ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended to add at the end thereof the following:
The first paragraph on the cover page of the Offering Circular is hereby
amended and restated in its entirety to read as follows:
"Stolt-Nielsen S.A., a company organized under the laws of Luxembourg
(the 'Company'), hereby offers, on the terms and subject to the
conditions set forth in this Offering Circular and the related Letter of
Transmittal (which together constitute the 'Exchange Offer'), 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'). The Company is also offering to holders of options to
purchase Common Shares ('Common Options') the opportunity to elect to
receive immediately following exercise a Class B Share in exchange for
each Common Share issuable upon the exercise of such Common Option. For
ease of reference in this Offering Circular, if a holder of Common
Options so elects, such holder's Common Options will be referred to as
'options to purchase Class B Shares' or 'Class B Options.' Additionally,
references to the 'exchange' of Common Options for Class B Options shall
mean the making of such election. As of January 14, 2000, there were
29,364,183 Common Shares outstanding and 25,211,919 Class B Shares
outstanding, and 1,367,125 Common Options outstanding and 1,424,532
options exercisable for Class B Shares ('Class B Options') outstanding."
All references to the "sole discretion" of the Company contained in the
third paragraph under "The Exchange Offer--Terms of the Exchange Offer" and in
the section entitled "The Exchange Offer--Extension of Tender Period;
Termination; Amendments" are hereby amended and restated to refer to the
"reasonable discretion" of the Company.
The eighth paragraph under "The Exchange Offer--Terms of the Offer" in the
Offering Circular is hereby amended and restated in its entirety to read as
follows:
"Tendering holders of Common Shares will not be required to pay
brokerage commissions or fees or, subject to the instructions in the
Letter of Transmittal, transfer taxes with respect to the exchange of
Common Shares pursuant to the Exchange Offer. Each tendering holder of
Common Shares will be responsible for the payment of any fees or
commissions charged by such holder's broker for assisting in the
exchange of such holder's Common Shares or any fees charged by a
custodian or other trustee of any Individual Retirement Account that is
the record owner of such
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holder's Common Shares. The Company will pay all other charges and
expenses, other than certain applicable taxes, in connection with the
Exchange Offer. See '--Fees and Expenses.' "
The last sentence under "Summary of the Exchange Offer--Procedures for
Exchanging Common Options" and the last sentence of the first paragraph under
"The Exchange Offer--Procedure for Exchanging Common Options--Proper Tender of
Common Options" in the Offering Circular is hereby amended and restated in its
entirety to read as follows:
"The option exercise price, exercise period and terms and conditions of
exercise and all other terms of the new Class B Options will be the same
as those of the Common Options exchanged, except that Class B Options
received in exchange for Common Options intended to qualify as
'incentive stock options' may not qualify as 'incentive stock options'
for U.S. Federal income tax purposes. Upon the exercise of such a
Class B Option, a Common Share will be issued to the option holder.
Immediately thereafter, such Common Share will be canceled by the
transfer agent, and a Class B Share will be issued in exchange therefor.
By executing and properly tendering a Notice of Election, a Common
Option holder will have irrevocably elected to exchange each Common
Share issuable upon any exercise of such holder's Class B Options for a
Class B Share in the manner described in the preceding sentence."
The last sentence of the first paragraph under "The Exchange
Offer--Acceptance of Common Options for Exchange; Delivery of Class B Options"
in the Offering Circular is hereby amended and restated in its entirety to read
as follows:
"The option exercise price, exercise period and terms and conditions of
exercise and all other terms of the new Class B Options will be the same
as those of the Common Options exchanged, except that Class B Options
received in exchange for Common Options intended to qualify as
'incentive stock options' may not qualify as 'incentive stock options'
for U.S. Federal income tax purposes."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended to add the following exhibit:
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
Exhibit (a)(14) Form of letter, dated February 11, 2000, to holders of
options to purchase Common Shares.
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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.
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<S> <C>
Dated: February 11, 2000 STOLT-NIELSEN S.A.
By: /s/ JAN CHR. ENGELHARDTSEN
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Name: Jan Chr. Engelhardtsen
Title: Chief Financial Officer
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
Exhibit (a)(14) Form of letter, dated February 11, 2000, to holders of
options to purchase Common Shares.
</TABLE>
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[LOGO] [LOGO]
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SOCIETE ANONYME MAILING ADDRESS:
R.C. LUXEMBOURG B. 12179 ALDWYCH HOUSE
REGISTERED OFFICE: 71-91 ALDWYCH
23, AVENUE MONTEREY LONDON WC2B 4HN
L-2086 LUXEMBOURG ENGLAND
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February 11, 2000
To Holders of Options to Purchase Common Shares:
On January 21, 2000, Stolt-Nielsen S.A. commenced an offer to holders of
options to purchase Common Shares ("Common Options") whereby, if you so elect,
your Common Option will entitle you to purchase one Class B Share for each
Common Option which you currently hold. We have previously mailed to you
offering materials describing how to participate in this offer.
We are sending this additional letter to clarify certain of the mechanical
steps that will occur if you choose to participate in the offer. If you have
already returned to us the Notice of Election, you do not need to take any
further action to participate in the Exchange Offer. If you have not sent us a
Notice of Election but wish to participate in the offer, you need to submit the
Notice of Election as described in the Offering Circular.
By returning to us the Notice of Election, you are irrevocably electing
ultimately to receive Class B Shares when you exercise the Common Option that
you currently hold. No new options will be issued in the offer, and the exercise
price and other terms of your Common Options will not change, except that if
your Common Options were previously intended to qualify as "incentive stock
options" for U.S. Federal income tax purposes, such Common Options may no longer
so qualify. If you deliver your current Common Option letter as described in the
Offering Circular, however, you will receive a replacement letter that explains
how you will ultimately receive a Class B Share when you exercise your Common
Option. For ease of reference in the Offering Circular, if you make the election
to receive Class B Shares upon exercise of your Common Options, your Common
Options are referred to as "Class B Options" and the election is referred to as
an "exchange" of Common Options for Class B Options.
If you elect to participate in the offer, a Common Share initially will be
issued in your name upon exercise of your Common Option. Immediately after the
Common Share is issued, however, it will be canceled by the transfer agent and a
Class B Share will be issued to you in exchange for the Common Share. You will
not have to take any additional action at the time you exercise your Class B
Option. Your Notice of Election will act as an irrevocable instruction to the
transfer agent to take the actions described above. The end result is that you
will receive a Class B Share upon the exercise of a Common Option if you made
the election.
We have filed with the U.S. Securities and Exchange Commission an amendment
to our Issuer Tender Offer Statement on Schedule 13E-4 to include the
information described above. A copy of the document is enclosed with this letter
for your information.
If you have any questions about the materials enclosed herewith or otherwise
about the Exchange Offer, please contact Mindy Miles or Hogne von der Fehr at
the numbers listed above or D.F. King & Co., the information agent for the
Exchange Offer, at 1-800-347-4750.
Sincerely,
[LOGO]
Jan Chr. Engelhardtsen
Chief Financial Officer
