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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-4/A
(AMENDMENT NO. 3)
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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. 3 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 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 last paragraph under "Special Factors Related to the Exchange
Offer--Plans for the Company after the Exchange Offer" is hereby amended and
restated in its entirety to read as follows:
"Except as set forth above and elsewhere in this Offering Circular, neither
the Company nor Jacob Stolt-Nielsen has any present plan or proposal that
relates to or would result in (i) an extraordinary corporate transaction
such as a merger, reorganization or liquidation, involving the Company or
any of its subsidiaries, (ii) a sale or transfer of a material amount of
assets of the Company or any of its subsidiaries, (iii) any change in the
present Board of Directors or management of the Company including, but not
limited to, any plan or proposal to change the number or term of directors,
to fill any existing vacancy on the Board or to change any material term of
the employment contract of any executive officer, (iv) any material change
in the present dividend rate or policy or indebtedness or capitalization of
the Company, (v) any other material change in the Company's corporate
structure or business, (vi) a class of the Company's equity securities
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act, or (vii) the suspension of the
Company's obligations to file reports pursuant to Section 15(d) of the
Exchange Act."
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended to add at the end thereof the following:
The last paragraph under "Special Factors Related to the Exchange
Offer--Background and Purpose of the Exchange Offer" is hereby amended to add at
the end thereof the following:
"As Chief Executive Officer of the Company, Jacob Stolt-Nielsen participated
in the Company's review of alternative methods described above and adopted
the conclusion of the Company."
The first paragraph under "Special Factors Related to the Exchange
Offer--Fairness of the Exchange Offer" is hereby amended to add at the end
thereof the following:
"In addition, Jacob Stolt-Nielsen believes that the Exchange Offer is fair
to the unaffiliated holders of Common Shares and is preferable to the other
alternative considered."
The third paragraph under "Special Factors Related to the Exchange
Offer--Fairness of the Exchange Offer" is hereby amended to add at the end
thereof the following:
"Jacob Stolt-Nielsen adopts the analysis and conclusions of the Board of
Directors with respect to the fairness of the Exchange Offer set forth
above."
The last paragraph under "Special Factors Related to the Exchange
Offer--Fairness of the Exchange Offer" is hereby amended to add at the end
thereof the following:
"Jacob Stolt-Nielsen has not requested a fairness opinion, appraisal or
similar report relating to the Exchange Offer from any investment bank or
financial advisor for the reasons set forth above."
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The last sentence of the last paragraph 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" is hereby amended and restated in its entirety to read as follows:
"Since December 1, 1997, Jacob Stolt-Nielsen has purchased a total of 35,000
Common Shares. All of such Common Shares were purchased in open market
purchases on May 4, 1998 at a price between $18.88 and $19.38 (the high and
low prices reported by Nasdaq for such date). Other than as described herein
or as incorporated by reference herein, there have not been any purchases of
Common Shares by the Company, its affiliates or Jacob Stolt-Nielsen since
December 1, 1997."
The last paragraph under "Special Factors Related to the Exchange
Offer--Past Contracts, Negotiations and Transactions" is hereby amended to
add at the end thereof the following:
"Other than as described herein or as incorporated by reference herein,
since December 1, 1997, (i) there has not been any transaction between Jacob
Stolt-Nielsen and the Company in which the aggregate amount involved was
greater than or equal to one percent of the Company's consolidated revenues
(a) for the fiscal year in which such transaction occurred or (b) for the
portion of the Company's current fiscal year which has occurred, if the
transaction occurred in the Company's current fiscal year, and (ii) there
have not been any contracts, negotiations or transactions which have been
entered into or which have occurred between Jacob Stolt-Nielsen and the
Company concerning a merger, consolidation or acquisition; a tender offer
for or other acquisition of securities of any class of the Company; an
election of directors of the Company; or a sale or other transfer of a
material amount of assets of the Company or any of its subsidiaries."
The second sentence of the first paragraph under "The Exchange Offer--Fees
and Expenses" is hereby amended and restated in its entirety to read as
follows:
"Neither the Company nor Jacob Stolt-Nielsen has retained any dealer-manager
or similar agent in connection with the Exchange Offer, or will pay any fees
or commissions to any broker, dealer, commercial bank, trust company or
other person for soliciting Common Shares or Common Options pursuant to the
Exchange Offer."
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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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Dated: February 17, 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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