<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
SCHEDULE 13E-3/A
(AMENDMENT NO. 1)
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) 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
------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INTRODUCTION
This Amendment No. 1 amends and supplements the Rule 13e-3 Transaction
Statement filed on January 21, 2000 (as amended and supplemented, the
"Schedule 13E-3") 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.
On January 28, 2000, the OSE informed the Company that it had reviewed and
approved the supplemental offering materials to be provided to Norwegian
Shareholders. Such materials consist of (i) a supplement (the "Norwegian
Supplement") containing certain disclosure responsive to technical requirements
of the Norwegian Securities Trading Act of 1997, (ii) the 1998 Annual Report
(incorporated by reference in the Offering Circular), (iii) the Company's Report
on Form 6-K filed with the SEC on October 13, 1999 (incorporated by reference in
the Offering Circular) and (iv) the Company's Articles.
The full text of the Norwegian Supplement is set forth in Exhibit (d)(11)
and is incorporated herein by reference.
<PAGE>
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Exhibit (d)(11) Norwegian Supplement.
Exhibit (d)(12) Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees regarding materials to be
delivered to Norwegian Shareholders.
Exhibit (d)(13) Form of letter to clients of brokers, dealers, commercial
banks, trust companies and other nominees who are Norwegian
Shareholders.
</TABLE>
2
<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> <C>
Dated: January 28, 2000 STOLT-NIELSEN S.A.
By: /s/ JAN CHR. ENGELHARDTSEN
-----------------------------------------
Name: Jan Chr. Engelhardtsen
Title: Chief Financial Officer
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
Exhibit (d)(11) Norwegian Supplement.
Exhibit (d)(12) Form of letter to brokers, dealers, commercial banks, trust
companies and other nominees regarding materials to be
delivered to Norwegian Shareholders.
Exhibit (d)(13) Form of letter to clients of brokers, dealers, commercial
banks, trust companies and other nominees who are Norwegian
Shareholders.
</TABLE>
4
<PAGE>
Exhibit 99
INFORMATION REQUIRED BY THE OSLO STOCK EXCHANGE FOR NORWEGIAN DOMICILED
HOLDERS OF COMMON SHARES AND HOLDERS OF COMMON SHARES WITH A REGISTERED
ADDRESS IN NORWAY IN ADDITION TO THE INFORMATION STATED IN THE STOLT-NIELSEN
S.A. OFFERING CIRCULAR DATED 21 JANUARY 2000, THE RELATED LETTER OF
TRANSMITTAL AND THE ANNUAL REPORT ON FORM 20-F AND REPORT ON FORM 6-K
INCORPORATED BY REFERENCE THEREIN.
The following information is required by the Oslo Stock Exchange for
Norwegian domiciled holders of Common Shares and holders of Common Shares
with a registered address in Norway in addition to the information stated in
the Stolt-Nielsen S.A. Offering Circular dated 21 January 2000, the related
Letter of Transmittal and the Annual Report on Form 20-F and Report on Form
6-K incorporated by reference therein. Capitalized terms used herein and not
otherwise defined herein shall have the respective meanings assigned to them
in the Offering Circular.
1. STATEMENT OF RESPONSIBILITY OF BOARD OF DIRECTORS
The directors of Stolt-Nielsen S.A. acknowledge responsibility for the
information contained in the Norwegian prospectus comprising the Offering
Circular dated 21 January, 2000, Letter of Transmittal dated 21 January 2000,
Form 20-F as filed with the Securities and Exchange Commission for the fiscal
year ended 30 November, 1998 and Form 6-K as filed with the Securities and
Exchange Commission on 13 October,1999 and this document dated 28 January
2000 and confirm to their best knowledge and belief that the factual
information in this document is in material accordance with the facts and
does not omit anything likely to affect the material importance of such
information.
<TABLE>
<S> <C>
/s/ Jacob Stolt-Nielsen /s/ Carroll N. Bjornson
- -------------------------------- --------------------------------
Jacob Stolt-Nielsen Carroll N. Bjornson
Chairman of the Board Director
/s/ Philip W. Darwin /s/ Erling C. Hjort
- -------------------------------- --------------------------------
Philip W. Darwin Erling C. Hjort
Director Director
/s/ Tadatoshi Mamiya /s/ Christer Olsson
- -------------------------------- --------------------------------
Tadatoshi Mamiya Christer Olsson
Director Director
/s/ Jacob B. Stolt-Nielsen /s/ Niels G. Stolt-Nielsen
- -------------------------------- --------------------------------
Jacob B. Stolt-Nielsen Niels G. Stolt-Nielsen
Director Director
</TABLE>
<PAGE>
2. WHERE THE OFFER CAN BE ACCEPTED
This issue is described fully in the section of the Offering Circular entitled
"The Exchange Offer - Procedure for Exchanging Common Shares". The Exchange
Offer may only be accepted by delivery of the Letter of Transmittal or Agent's
Message and other required documents to the Exchange Agent, First Chicago Trust
Company of New York, and may therefore not be accepted in Norway. See further
description in the Letter of Transmittal (blue copy) which must be completed in
accordance with the instructions therein.
3. REGISTER OF CLASS B SHARES IN THE VERDIPAPIRSENTRALEN SYSTEM
If a tendering holder of Common Shares wishes to receive Class B Shares in
exchange therefor and such holder does not have an account in the
Verdipapirsentralen System (VPS), such an account must be opened before the new
Class B Shares are registered and listed on the Oslo Stock Exchange. The
dividends with respect to Class B Shares registered in the VPS will be disbursed
on such account. In the Letter of Transmittal the holders of Common Shares who
wish to accept the offer shall choose whether ADSs or Class B Shares shall be
issued in exchange. If Class B Shares are chosen, your VPS account number and
name must be stated.
4. THE RIGHT OF WITHDRAWAL
Rule 13e-4 (f) under the US Securities Exchange Act of 1934 requires that the
Company must permit withdrawal of tendered Common Shares both (i) at any time
during the period the Exchange Offer is open (i.e., until the Exchange Offer
expires on 18 February, 2000, unless the Exchange Offer is extended) and (ii)
after the expiration of 40 business days from the commencement of the Exchange
Offer (i.e., 18 March, 2000), if the Company has not yet accepted the Common
Shares for exchange.
5. AUTHORISED SHARE CAPITAL - AUTHORISATION TO THE BOARD OF DIRECTORS TO
ISSUE NEW SHARES
The Company has authorised share capital consisting of the following:
- - 60,000,000 Common Shares, no par value
- - 60,000,000 Class B Shares, no par value
- - 15,000,000 Founder's Shares, no par value
As of 30 November,1999, the issued share capital of the Company consisted of
31.280.438 Common Shares, 30.974.974 Class B Shares and 7.820.109 Founder's
Shares. According to the Company's Articles of Incorporation, The Board of
Directors is entitled to issue new Class B Shares, Common Shares and Founder's
Shares up to the limit of authorised capital set forth above. Shareholders have
waived all pre-emptive rights regarding the issue of new shares.
-2-
<PAGE>
The Board of Directors may also issue convertible loans within the limits of the
authorised share capital. The Board has, as of this date, not issued any such
convertible loans.
6. HOW THE TRANSACTION IS CARRIED OUT TECHNICALLY
The Exchange Offer is subject to an approval by an extraordinary meeting of
shareholders of an amendment to the Company's Articles of Incorporation to
authorise the Board of Directors to effect the conversion of Common Shares into
Class B Shares. The Mandatory Conversion of Class B Shares into Common Shares is
already possible under the current Articles.
Technically the conversion will take place as follows:
The Board of Directors will, in the register of shareholders, effect the
cancellation entry of the Common Shares properly tendered and accepted for
exchange, and will cause the entry to be made into the relevant register of
Class B Shares for the same amount of shares but of Class B Shares instead of
Common Shares.
As a result of this conversion, the total number of Common Shares will be
reduced and the total number of Class B Shares will be consequentially
increased. However, the total number of shares irrespective of class will not
change and the corporate capital of the Company will not change as a result of
the conversion.
The Board of Directors will effect the Mandatory Conversion in exactly the same
way and will cause the cancellation of the entries to be made with respect to
the Class B Shares and will cause new entries to be made for the same number of
shares in the register of the Common Shares. This does not change the mechanism
but may just reduce the number of Class B Shares subject to the mandatory
conversions.
The changes to the number of Class B Shares and Common Shares will be recorded
in a notarial statement. The changes of the numbers in the three different share
classes will consequentially amend the Articles of Incorporation where the
number of issued Common Shares, Class B Shares and Founder's Shares are
reflected.
Upon the terms and subject to the conditions of the Exchange Offer, the
acceptance of Common Shares validly tendered pursuant to the Exchange Offer and
the delivery of the Class B Shares in exchange therefor will be made promptly
after the Expiration Date. See "The Exchange Offer - Acceptance of Common Shares
for Exchange; Delivery of Class B Shares" in the Offering Circular.
Holders of Class B Shares issued in the Exchange Offer will be entitled to any
dividends payable to holders of record of Class B Shares following consummation
of the exchange offer.
Shareholders will not have any rights to transfer new Class B Shares issued in
the Exchange Offer before the Board of Directors has completed the conversion
from Common Shares.
-3-
<PAGE>
7. SHARES IN STOLT-NIELSEN S.A OWNED BY STOLT-NIELSEN S.A. OR ITS SUBSIDIARIES
Stolt-Nielsen Transportation Group (SNTG), a wholly owned subsidiary owns
1,921,905 Common Shares and 5,766,905 Class B Shares. These shares are the only
shares in the Company held by the Company or its subsidiaries. The Common Shares
and Class B Shares have no par value. An overview of the Common Shares and Class
B Shares is shown below in a tabular form:
<TABLE>
<CAPTION>
DATE TOTAL TOTAL EVENT/TRANSACTION TO INCREMENT OF SHARES
NUMBER NUMBER ACQUIRE SHARES ACQUIRED
COMMON CLASS B
SHARES SHARES
- --------- -------- --------
<S> <C> <C> <C> <C>
Nov.30.88 0 --
Nov.30.89 204,500 -- Open Market Purchases 204,500 Common
Nov.30.90 488,590 -- Open Market Purchases 284,090 Common
Nov.30.91 49,171 -- Open Market Purchases 6,581 Common
Nov.30.92 531,205 -- Open Market Purchases 36,034 Common
Nov.30.93 521.205 -- Issuance of Treasury Stock (10,000) Common
Nov.30.94 521,205 --
Nov.30.95 771,205 -- Open Market Purchases 250,000 Common
Nov.30.96 1,581,205 5,607,605 Class B Share Distribution 385,603 Class B
Conversion of Class B 310,000 Common/
Shares to Common Shares (310,000) Class B
Shares Received in Stolt 5.814,334 Class B
Partner Merger
Issuance of Treasury Stock (282,332) Class B
as consideration in
Acquisition of Cocoon AS
Open Market Purchases 500,000 Common
Nov.30.97 1,586,905 5,607,605 Open Market Purchases 5,700 Common
Mar.31.98/
Apr.04.98 1,809,405 5,607,605 Open Market Purchases 222,500 Common
May.31.98 1,809,405 5,607,605 -- --
Aug.31.98 1,921,905 5,766,905 Open Market Purchases 112,500 Common
159,300 Class B
</TABLE>
Since 1 December, 1997, SNTG has purchased a total of 335,000 Common Shares in
open market purchases. Of these, (i) 222,500 Common Shares were purchased during
the first fiscal quarter of 1998 at prices ranging from a high of $ 22.92 per
share to a low of $ 18.88 per share, with an average purchase price of $ 20.51
per share, and (ii) 112,500 Common Shares were
-4-
<PAGE>
purchased during the third fiscal quarter of 1998 at prices ranging from a high
of $ 18.63 per share to a low of $ 17.13 per share, with an average purchase
price of $18.05 per share.
Since 1 December,1997, SNTG has purchased a total of 159,300 Class B Shares on
open market purchases. All of the 159,300 Class B Shares were purchased during
the third fiscal quarter of 1998 at prices ranging from a high of $15.96 per
share to a low of $10.63, with an average price of $14.02 per share.
The last annual shareholders meeting of the Company dated 15 April 1999
authorised the Board of Directors to grant authorisations to subsidiaries of the
Company to buy back shares in the Company.
The General Meeting resolved:
"TO AUTHORIZE THE COMPANY, OR ANY WHOLLY-OWNED SUBSIDIARY TO PURCHASE
COMMON SHARES AND CLASS B SHARES OF THE COMPANY, FROM TIME TO TIME IN
THE OPEN MARKET AND PRIVATELY NEGOTIATED TRANSACTIONS, AT A PRICE
REFLECTING SUCH OPEN MARKET PRICE AND ON SUCH OTHER TERMS AS SHALL BE
DETERMINED BY THE BOARD OF DIRECTORS OF THE COMPANY, PROVIDED SUCH
PURCHASES ARE IN CONFORMITY WITH ARTICLE 49-2 OF THE LUXEMBOURG
COMPANY LAW, SUCH AUTHORIZATION BEING GRANTED FOR PURCHASES COMPLETED
ON OR BEFORE MAY 31, 2000."
The Board has of this date not granted such authorisations. Previous share
acquisitions by SNTG as described in this section have been based on
corresponding general meeting resolutions.
8. OVERVIEW OF THE SALES VOLUME OF THE LAST THREE YEARS
The average daily volume traded of the Company's shares for the last three years
is shown in tabular form below.
<TABLE>
<CAPTION>
NASDAQ NASDAQ ADSS OSLO STOCK EXCHANGE
COMMON SHARES CLASS B SHARES EQUIVALENT CLASS B SHARES
------------- ------------------------- -------------------
<S> <C> <C> <C>
2000 68 843 18 040 10 210
(Nov.01.99 to Jan.20.00)
1999* 35 416 23 679 17 703
1998* 41 794 31 379 12 831
1997* 31 814 35 441 23 414
</TABLE>
* - Fiscal Year (Nov.30 year end)
9. WITHHOLDING TAX ON DIVIDEND IN LUXEMBOURG FOR NORWEGIAN SHAREHOLDERS
There is no withholding tax in Luxembourg for Norwegian shareholders.
-5-
<PAGE>
10. THE NAME AND ADDRESS OF THE AUDITOR
Arthur Andersen 1 Surrey Street, London Wc2R, 2PS, England is the auditor of the
company. The Luxembourg address is 6 Rue Jean Monnet, L-2180 Luxembourg.
11. ADDITIONAL INFORMATION
11.1 LEGAL PROCEEDINGS
The Company refers to its half-year results, contained in its Report on Form 6-K
(filed with the United States Securities and Exchange Commission on 9 November
1999), at note 5 to the unaudited consolidated financial statements, page 8
(Contingencies) where the status of certain legal proceedings concerning is
described. The Company confirms that this statement is still applicable.
11.2 YEAR 2000 ISSUES
In 1997, the Company established a company-wide initiative to identify,
evaluate, and address Year 2000 issues covering the information technology
systems and applications used in its three businesses. In addition, the project
included a review of the Year 2000 compliance efforts of key suppliers,
customers, and other principal business partners. While the scope of the project
was broad, it was structured in such a way as to identify and prioritize efforts
on critical systems, network elements and products, and key business partners.
To date, the Company has not experienced significant systems problems relating
to the turn of the millennium. However, there can be no assurances that the
Company, or its suppliers, customers or other principal business partners will
not experience significant systems problems during fiscal 2000 or thereafter,
nor whether such problems, if they occur, could have a material adverse effect
on the Company's operations.
The Company incurred approximately $1.2 million in expenses through the end of
fiscal 1999 in connection with the efforts on Year 2000 issues. The Company, at
this time, does not anticipate any significant costs in fiscal 2000 or
thereafter relative to Year 2000 compliance.
11.3 COMPENSATION
The Company does not have officers, but certain persons employed by its
subsidiaries perform executive and administrative functions for the combined
business of the Company's subsidiaries. The aggregate annual compensation paid
to the seven officers, excluding non-executive directors, performing such
executive functions for the Company for the fiscal year ended 30 November, 1999
(including profit sharing awards and certain benefits) was $3,464,195. In
addition, $68,333 was contributed on behalf of such officers to defined
contribution pension plans maintained by the Company and its subsidiaries.
During 1999, The Company's executive directors received no compensation for
their services as such, but received reimbursement of their out-of-pocket
expenses. The non-executive directors, with the exception of NYK's nominated
director, received an aggregate fee of $100,000 plus expenses.
-6-
<PAGE>
PROFIT SHARING PLAN
The Company has a Profit Sharing Plan, which pays 10% of the net profit of SNTG
(after specified adjustments) to the majority of the employees world-wide of
SNTG other than those covered by collective bargaining agreements. Separate
Profit Sharing Plans are maintained by Stolt Comex Seaway S.A. (SCS) and Stolt
Sea Farm (SSF). Under each such plan, the determination of an employee's
individual award is based on performance, salary, and overall contribution to
the business. SNTG's and SSF's Profit Sharing Plan is administered by a
Compensation Committee appointed by the Company's Board of Directors. The SCS
Profit Sharing Plan is administered by a Compensation Committee appointed by
SCS's Board of Directors. For the fiscal year ended 30 November, 1999, no monies
were paid by the SNTG and SSF Profit Sharing Plans, respectively, to its
officers and employees while the SSF Profit Sharing program paid $1 million of
which $125,000 of this amount was paid to those officers performing executive
and administrative functions.
11.4 FINANCING (ALL FIGURES ARE UNAUDITED)
Short-Term Bank Loans -- Loans payable to banks, which amounted to $34.1 million
at November 30, 1999, consist principally of drawdowns under bid facilities,
lines of credit and bank overdraft facilities. Amounts borrowed pursuant to
these facilities bear interest at rates ranging from 5.9% to 8.1%. The weighted
average interest rate was 7.0% for the year ended November 30, 1999.
As of November 30, 1999, the Company had various credit lines, including
committed lines ranging through 2005 totalling $704.9 million, of which $570.7
million was available for future use. Of the amounts drawn down under these
facilities, $100.0 million has been classified as long-term debt as the Company
does not intend to repay this amount within one year.
Subsequent to November 30, 1999, SCS agreed with Den norske Bank ASA for a $150
million bridging facility with a duration of 364 days and an interest rate of
LIBOR plus 1.1875%. This facility is expected to be put in place during February
2000 and is expected to be refinanced during the year.
Long-term Debt -- Long-term debt as of November 30, 1999 consisted of the
following:
<TABLE>
<CAPTION>
===============================================================
(in thousands) 1999
- ---------------------------------------------------------------
<S> <C>
Senior unsecured notes
On 11/30/99 interest rates ranged
from 6.96% to 10.07%,
maturities vary through 2013 $538,571
Preferred ship fixed rate mortgages
On 11/30/99 fixed interest rates ranged
from 5.42% to 8.74%, maturities vary
through 2013 330,572
Preferred ship variable rate mortgages
On 11/30/99 interest rates ranged from
4.49% to 6.59%, maturities vary through
2007 63,321
Economic development and other bonds
On 11/30/99 interest rates ranged from
4.40% to 4.70%, maturing in 2014 and
2018 34,600
Bank and other notes payable 211,403
- ---------------------------------------------------------------
1,178,467
Less - current maturities (61,718)
- ---------------------------------------------------------------
$1,116,749
- ---------------------------------------------------------------
</TABLE>
-7-
<PAGE>
Long-term debt is denominated primarily in U.S. dollars, with $8.2 million
denominated in other currencies as of November 30, 1999.
Annual principal repayments of debt for the five years subsequent to November
30, 1999 and thereafter are as follows:
<TABLE>
<CAPTION>
================================================================================
(in thousands)
- --------------------------------------------------------------------------------
<S> <C>
2000 $ 61,718
2001 59,104
2002 199,119
2003 134,157
2004 130,496
Thereafter 593,873
- --------------------------------------------------------------------------------
$1,178,467
================================================================================
</TABLE>
Agreements executed in connection with certain debt obligations require that the
Company maintain defined financial ratios and also impose certain restrictions
relating, among other things, to payment of cash dividends, and purchases,
redemptions, etc., of capital. Certain of the debt is secured by mortgages on
vessels, tank containers, terminals, and seafood facilities with a net book
value of $786.6 million as of November 30, 1999.
Subsequent to November 30, 1999, the Company has secured two additional ship
variable mortgages for a total of $111.8 million at interest rates ranging from
LIBOR plus 0.30% to LIBOR plus 0.60% with maturities through 2014.
Leases -- As of November 30, 1999 the Company was obligated to make payments
under long-term operating lease agreements for tankers, land, terminal
facilities, tank containers, barges, construction support, diving support,
survey and inspection ships, equipment and offices. Certain of the leases
contain clauses requiring payments in excess of the base amounts to cover
operating expenses related to the leased assets. Minimum annual lease
commitments and sub-lease revenues under agreements which expire at various
dates through 2026, and which are payable in various currencies are as follows:
<TABLE>
<CAPTION>
================================================================================
(in thousands)
- --------------------------------------------------------------------------------
<S> <C>
1999 $ 96,127
2000 133,010
2001 31,281
2002 8,975
2003 4,499
Thereafter 8,514
- --------------------------------------------------------------------------------
282,406
Less - sub-lease revenues (10,725)
- --------------------------------------------------------------------------------
$271,681
================================================================================
</TABLE>
Rental and charter hire expenses under operating lease agreements for the year
ended November 30, 1999 were $110.0 million net of sub-lease income of $1.5
million.
-8-
<PAGE>
STOLT-NIELSEN S.A.
OFFER TO EXCHANGE CLASS B SHARES
FOR ANY AND ALL COMMON SHARES
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON FRIDAY, FEBRUARY 18, 2000, UNLESS THE EXCHANGE OFFER IS EXTENDED.
NORWEGIAN SHAREHOLDER VERSION
January 28, 2000
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Stolt-Nielsen S.A., a company organized under the laws of Luxembourg (the
"Company"), is offering to exchange (i) if so indicated in the Letter of
Transmittal, one uncertificated Class B Share, no par value (together, the
"Class B Shares"), registered in the Verdipapirsentralen system in Norway or
(ii) one American Depositary Share (representing one Class B Share), for each
outstanding Common Share, no par value (together, the "Common Shares"), on the
terms and subject to the conditions set forth in the Offering Circular dated
January 21, 2000 (the "Offering Circular"), and in the related Letter of
Transmittal (which together constitute the "Exchange Offer"). The Company
encloses herewith the materials listed below relating to the Exchange Offer.
THE EXCHANGE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF COMMON SHARES
BEING VALIDLY TENDERED. THE EXCHANGE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER
CONDITIONS. SEE "THE EXCHANGE OFFER--CERTAIN CONDITIONS OF THE EXCHANGE OFFER"
IN THE OFFERING CIRCULAR.
THE OSLO STOCK EXCHANGE HAS REVIEWED AND APPROVED THE SUPPLEMENTAL OFFERING
MATERIALS (THE "NORWEGIAN SUPPLEMENT") THAT ARE ALSO PROVIDED WITH THIS LETTER.
THEREFORE, AS OF THE DATE HEREOF, THE EXCHANGE OFFER IS BEING MADE TO HOLDERS OF
COMMON SHARES DOMICILED IN, OR WITH REGISTERED ADDRESSES IN, NORWAY ("NORWEGIAN
SHAREHOLDERS").
For your information and for forwarding to your clients who are Norwegian
Shareholders and for whom you hold Common Shares registered in your name or in
the name of your nominee, we are enclosing the following documents:
1. Offering Circular dated January 21, 2000;
2. Norwegian Supplement, including the Company's Annual Report on
Form 20-F for the fiscal year ended November 30, 1998, the Company's
Report on Form 6-K filed with the Securities and Exchange Commission on
October 13, 1999 and the Company's Articles of Incorporation.
3. Letter of Transmittal for your use and for the information of your
clients (together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9);
4. Notice of Guaranteed Delivery to be used to accept the Exchange Offer if
certificates for Common Shares are not immediately available (or the
procedure for book-entry transfer cannot be followed on a timely basis)
or time will not permit the Letter of Transmittal and all other required
documents to reach the exchange agent for the Exchange Offer (the
"Exchange Agent") before the Expiration Date (as defined in the Offering
Circular);
5. Letter to Clients which may be sent to your clients for whose accounts
you hold Common Shares registered in your name (or in the name of your
nominee), with space provided for obtaining such clients' instructions
with regard to the Exchange Offer;
6. Return envelope addressed to First Chicago Trust Company of New York,
the Exchange Agent.
<PAGE>
PLEASE BRING THE OFFER TO THE ATTENTION OF YOUR CLIENTS AS PROMPTLY AS
POSSIBLE. THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON FRIDAY, FEBRUARY 18, 2000, UNLESS THE EXCHANGE OFFER IS
EXTENDED.
Additional copies of the Offering Circular and the Norwegian Supplement are
available from Den norske Bank Verdipapirservice ASA, Stranden 21, 0250 Oslo,
telephone 22-48-10-50, facsimile 22-48-11-71, attention Grethe Nes or Ketil Giil
Berg.
None of the Company, the Board of Directors of the Company, the executive
officers of the Company, the Financial Advisor (as defined in the Offering
Circular), the Information Agent or the Exchange Agent makes any recommendation
as to whether or not any holder of Common Shares should exchange any or all of
such holder's Common Shares pursuant to the Exchange Offer.
No fees or commissions will be payable to brokers, dealers or other persons
for soliciting tenders of Common Shares pursuant to the Exchange Offer. The
Company will, however, upon request, reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. The Company will pay any stock transfer taxes with respect to the
transfer and sale of Common Shares to it or its order pursuant to the Exchange
Offer, except as otherwise provided in Instruction 6 of the Letter of
Transmittal.
To take advantage of the Exchange Offer, a duly executed and properly
completed Letter of Transmittal, or an Agent's Message (as defined in the
Offering Circular) in connection with a book-entry delivery of Common Shares,
and any other required documents should be sent to the Exchange Agent with
either certificate(s) representing the tendered Common Shares or confirmation of
their book-entry transfer, all in accordance with the instructions set forth in
the Letter of Transmittal and the Offering Circular.
As described under "The Exchange Offer--Procedure for Exchanging Common
Shares" in the Offering Circular, tenders may be made even though certificates
are not immediately available (or the procedure for book-entry transfer cannot
be followed on a timely basis) or time will not permit the Letter of Transmittal
and all other required documents to reach the Exchange Agent before the
Expiration Date, if such tenders are made by or through an "Eligible
Institution" (as defined in the Offering Circular). Certificates for Common
Shares so tendered in proper form for transfer (or a confirmation of a
book-entry transfer of such Common Shares into the Exchange Agent's account at
the "Book-Entry Transfer Facility" described in the Offering Circular), together
with a properly completed and duly executed Letter of Transmittal (or facsimile
thereof) and any other documents required by the Letter of Transmittal, must be
received by the Exchange Agent within three Nasdaq trading days after the date
of execution of a properly completed and duly executed Notice of Guaranteed
Delivery.
Any questions you have or request for additional copies of the enclosed
material may be directed to D.F. King & Co., Inc., the Information Agent, at its
address and telephone numbers set forth on the back cover of the enclosed
Offering Circular.
Very truly yours,
STOLT-NIELSEN S.A.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR
ANY OTHER PERSON THE AGENT OF THE COMPANY, THE EXCHANGE AGENT OR THE INFORMATION
AGENT OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS OR USE ANY
MATERIAL ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, OTHER THAN
THE MATERIAL ENCLOSED HEREWITH AND THE STATEMENTS SPECIFICALLY CONTAINED IN SUCH
MATERIAL.
<PAGE>
STOLT-NIELSEN S.A.
OFFER TO EXCHANGE CLASS B SHARES
FOR ANY AND ALL COMMON SHARES
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON FRIDAY, FEBRUARY 18, 2000, UNLESS THE OFFER IS EXTENDED.
NORWEGIAN SHAREHOLDER LETTER
January 28, 2000
To Our Clients:
Enclosed for your consideration are the Offering Circular, dated
January 21, 2000 (the "Offering Circular"), and the related Letter of
Transmittal (which together constitute the "Exchange Offer") in connection with
the offer by Stolt-Nielsen S.A., a company organized under the laws of
Luxembourg (the "Company"), pursuant to which the Company is offering to
exchange (i) if so indicated in the Letter of Transmittal, one uncertificated
Class B Share, no par value (together, the "Class B Shares"), registered in the
Verdipapirsentralen system in Norway or (ii) one American Depositary Share
(representing one Class B Share), for each outstanding Common Share, no par
value (together, the "Common Shares"), on the terms and subject to the
conditions of the Exchange Offer.
THE OSLO STOCK EXCHANGE HAS REVIEWED AND APPROVED THE SUPPLEMENTAL OFFERING
MATERIALS (THE "NORWEGIAN SUPPLEMENT") THAT ARE ALSO PROVIDED WITH THIS LETTER.
THEREFORE, AS OF THE DATE HEREOF, THE EXCHANGE OFFER IS BEING MADE TO HOLDERS OF
COMMON SHARES DOMICILED IN, OR WITH REGISTERED ADDRESSES IN, NORWAY ("NORWEGIAN
SHAREHOLDERS").
All Common Shares properly tendered and not withdrawn will be exchanged, on
the terms and subject to the conditions of the Exchange Offer. All Common Shares
not exchanged pursuant to the Exchange Offer will be returned to the tendering
holders at the Company's expense as promptly as practicable following the
Expiration Date (as defined in the Offering Circular).
We are the holder of record of Common Shares held for your account. As such,
we are the only ones who can tender your Common Shares, and then only pursuant
to your instructions. THE LETTER OF TRANSMITTAL IS FOR YOUR INFORMATION ONLY AND
CANNOT BE USED BY YOU TO TENDER COMMON SHARES WE HOLD FOR YOUR ACCOUNT.
Please instruct us as to whether you wish us to tender any or all of the
Common Shares we hold for your account on the terms and subject to the
conditions of the Exchange Offer.
We call your attention to the following:
1. You may exchange any portion or all of your Common Shares.
2. The Exchange Offer is not conditioned on any minimum number of Common
Shares being tendered. The Exchange Offer is, however, subject to certain
other conditions. See "The Exchange Offer--Certain Conditions of the
Exchange Offer" in the Offering Circular.
3. The Exchange Offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on February 18, 2000, unless the Exchange Offer is
extended.
4. Tendering holders may elect to receive either Class B Shares or American
Depositary Shares representing Class B Shares in exchange for tendered
Common Shares by so indicating in the Letter of Transmittal. In the
absence of such election, tendering holders will receive American
Depositary Shares in exchange for tendered Common Shares.
<PAGE>
4. Tendering holders will not be obligated to pay any brokerage
commissions, solicitation fees, or, subject to Instruction 6 of the
Letter of Transmittal, any stock transfer taxes with respect to the
transfer of Common Shares to the Company pursuant to the Exchange Offer.
Additional copies of the Offering Circular and the Norwegian Supplement are
available from Den norske Bank Verdipapirservice ASA, Stranden 21, 0250 Oslo,
telephone 22-48-10-50, facsimile 22-48-11-71, attention Grethe Nes or Ketil Giil
Berg.
If you wish to have us tender any or all of your Common Shares, please so
instruct us by completing, executing and returning to us the attached
instruction form. An envelope to return your instruction form to us is enclosed.
If you authorize us to tender your Common Shares, we will tender all such Common
Shares unless you specify otherwise on the instruction form.
If you have any questions about the Exchange Offer, please call
D.F. King & Co., Inc., the Information Agent for the Exchange Offer, at
(800) 347-4750 (toll free) or (212) 269-5550 (collect).
YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO
SUBMIT A TENDER ON YOUR BEHALF BEFORE THE EXPIRATION DATE. THE EXCHANGE OFFER
AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FRIDAY,
FEBRUARY 18, 2000, UNLESS THE EXCHANGE OFFER IS EXTENDED.
THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL THE COMPANY ACCEPT TENDERS
FROM OR ON BEHALF OF, OWNERS OF COMMON SHARES RESIDING IN ANY JURISDICTION IN
WHICH THE MAKING OF THE EXCHANGE OFFER OR ITS ACCEPTANCE WOULD NOT BE IN
COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.
-2-
<PAGE>
INSTRUCTIONS WITH RESPECT TO THE
OFFER TO EXCHANGE CLASS B SHARES
FOR ANY AND ALL COMMON SHARES
OF
STOLT-NIELSEN S.A.
The undersigned acknowledge(s) receipt of your letter, the enclosed Offering
Circular, dated January 21, 2000, and the related Letter of Transmittal (which
together constitute the "Exchange Offer"), in connection with the offer by
Stolt-Nielsen S.A., a company organized under the laws of Luxembourg (the
"Company"), pursuant to which the Company is offering to exchange (i) one of its
Class B Shares, no par value (together, the "Class B Shares"), or (ii) one
American Depositary Share (representing one Class B Share) for each outstanding
Common Share, no par value (together, the "Common Shares"), on the terms and
subject to the conditions of the Exchange Offer.
The undersigned hereby instruct(s) you to tender to the Company the number
of Common Shares indicated below or, if no number is indicated, all Common
Shares you hold for the account of the undersigned, upon the terms and subject
to the conditions of the Exchange Offer.
AGGREGATE NUMBER OF COMMON SHARES TO BE TENDERED BY YOU FOR THE ACCOUNT OF
THE UNDERSIGNED AND FORM OF SECURITIES TO BE RECEIVED IN EXCHANGE:
<TABLE>
<S> <C>
Number of Common Shares to be Tendered*:
Date:
Form of Securities to be Received in Exchange (check one):**
/ / American Depositary Shares / / Class B Shares
Please check one of the following:
/ / I am not domiciled in and I do not have a registered
address in Norway.
/ / I am domiciled in, or I have a registered address in
Norway and I have received the Norwegian Supplement from
you or from Den norske Bank Verdipapirservice ASA.
SIGN HERE
Signature(s):
Print Name(s):
Print Address(es):
Area Code and Telephone Number(s):
Taxpayer Identification or Social Security Number(s):
</TABLE>
- ------------------------
* Unless otherwise indicated, it will be assumed that all the Common Shares
held for the account of the undersigned will be tendered.
** If neither box is checked, or if both boxes are checked, the undersigned
will receive American Depositary Shares.
-3-
