-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GmYXtvllNVRmbm9IsuR2YHwZOzlaxWDP+mjgiF1lY0TTPCQNSUOKRsPne88cYIWI Yl8/GKrvzotXQfnyH8W72A== 0000950127-06-000743.txt : 20061208 0000950127-06-000743.hdr.sgml : 20061208 20061208171710 ACCESSION NUMBER: 0000950127-06-000743 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061208 DATE AS OF CHANGE: 20061208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STOLT-NIELSEN JACOB JR CENTRAL INDEX KEY: 0001055720 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 011441716118960 MAIL ADDRESS: STREET 1: STOLT NIELSEN LTD STREET 2: ALDWYCH HOUSE 71 91 ALDWYCH CITY: LONDON STATE: W8 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: STOLT NIELSEN S A CENTRAL INDEX KEY: 0000831980 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49867 FILM NUMBER: 061266510 BUSINESS ADDRESS: STREET 1: C/O STOLT NIELSEN LIMITED STREET 2: ALDWYCH HOUSE 71-91 ALDWYCH CITY: LONDON WC2B 4HN ENGL STATE: X0 ZIP: 00000 BUSINESS PHONE: 2036259400 MAIL ADDRESS: STREET 1: C/O STOLT NIELSEN LTD STREET 2: ALDWYCH HOUSE 71-91 ALDWYCH CITY: LONDON STATE: X0 ZIP: 00000 FORMER COMPANY: FORMER CONFORMED NAME: STOLT TANKERS & TERMINALS HOLDINGS S A DATE OF NAME CHANGE: 19930719 SC 13D/A 1 sc13da.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D (Amendment No. 6) UNDER THE SECURITIES EXCHANGE ACT OF 1934 Stolt-Nielsen S.A. ------------------ (Name of Issuer) Common Shares, no par value --------------------------- (Title of Class of Securities) 861565109 -------------- (CUSIP Number) Alan B. Winsor, Esq. with copies to: Stolt-Nielsen Inc. Gregory Pryor, Esq. 800 Connecticut Avenue White & Case LLP 4th Floor East 1155 Avenue of the Americas Norwalk, CT 06854 New York, NY 10036 203-299-3667 212-819-8200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) VARIOUS DATES ------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] ================================================================================ SCHEDULE 13D - ------------------- CUSIP No. 861565109 - ------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Jacob Stolt-Nielsen - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Norway - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 255,996(1) BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 27,954,093 ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 255,996(1) ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 27,954,093 - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,210,089(1) - ------ ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.60%(2) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- (1) Includes 31,750 Common Shares issuable pursuant to outstanding stock options exercisable within 60 days of December 1, 2006. (2) Calculated using the number of shares outstanding as of December 8, 2006. 2 SCHEDULE 13D - ------------------- CUSIP No. 861565109 - ------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Appleby Trust (Cayman) Limited(1) - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS N/A - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 27,953,705 ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 27,953,705 - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,953,705 - ------ ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.19%(2) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) Appleby Trust (Cayman) Limited is successor-in-interest to Ansbacher (Cayman) Limited and Ansbacher Trustees (Cayman) Limited. (2) Calculated using the number of shares outstanding as of December 8, 2006. 3 SCHEDULE 13D - ------------------- CUSIP No. 861565109 - ------------------- - ------ ------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Fiducia Ltd. - ------ ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------ ------------------------------------------------------------------------- 3 SEC USE ONLY - ------ ------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - ------ ------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------ ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - ------------------------ ------ ------------------------------------------------ NUMBER OF SHARES 7 SOLE VOTING POWER BENEFICIALLY OWNED 0 BY EACH REPORTING ------ ------------------------------------------------ PERSON WITH 8 SHARED VOTING POWER 27,953,705 ------ ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 0 ------ ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 27,953,705 - ------ ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,953,705 - ------ ------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------ ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.19%(1) - ------ ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) Calculated using the number of shares outstanding as of December 8, 2006. 4 AMENDMENT NO. 6 TO SCHEDULE 13D The number of Common Shares, no par value (the "Common Shares"), of Stolt-Nielsen S.A. (the "Issuer") beneficially owned by the Reporting Persons (as defined herein) and the percentage of outstanding Common Shares represented by such shares have been affected by (i) the repurchase of the Company's Common Shares by Stolt-Nielsen Transportation Group, Ltd. ("SNTG"), a 100% owned subsidiary of the Issuer, pursuant to a repurchase program announced by the Issuer on August 25, 2005 (the "Repurchase Program"), authorizing the Issuer to purchase up to $200 million worth of its Common Shares or related American Depositary Shares, (ii) the purchase of additional Common Shares by Fiducia Ltd. ("Fiducia"), and (iii) the exercise of options by certain employees of the Issuer. Between May 31, 2006 and December 8, 2006, SNTG purchased a total of 2,258,740 Common Shares. As of December 8, 2006, SNTG has purchased 6,852,240 Common Shares under the Repurchase Program. Between May 31, 2006 and December 8, 2006, Fiducia purchased a total of 636,700 Common Shares. In total, 81,329 options have been exercised since Amendment No. 5 to the Schedule 13D on May 31, 2006. As a result of the above, the percentages of Common Shares beneficially held by the Reporting Persons have changed as presented in Item 5 of this statement on Schedule 13D. ITEM 1. SECURITY AND ISSUER The statement on Schedule 13D filed with the Securities and Exchange Commission on February 17, 1998, as amended on July 28, 2004, as further amended on October 4, 2005, as further amended on December 7, 2005, as further amended on May 10, 2006, as further amended on May 31, 2006, relating to the Common Shares is hereby amended to furnish the information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the previously filed statements on Schedule 13D. The principal executive offices of the Issuer are c/o Stolt-Nielsen Limited, Aldwych House, 71-91 Aldwych, London WC2B 4HN, England, telephone number +44 207 611 8960. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended and restated as follows: This statement on Schedule 13D is being filed by Mr. Jacob Stolt-Nielsen, Fiducia Ltd. ("Fiducia"), Appleby Trust (Cayman ) Limited, ("Appleby") ( and together with Mr. Stolt-Nielsen, Fiducia, the "Reporting Persons"). Appleby is a trustee holding all of the shares of Fiducia and is not controlled by the Company or Mr. Stolt-Nielsen. 5 The attached Schedule A is a list of the executive officers and directors of Fiducia which contains the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship. During the last five years, none of the Reporting Persons and, to the best knowledge of Fiducia, none of the persons named on Schedule A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 4 of Schedule 13D is hereby amended by adding the following information: Item See Item 4 "Purpose of Transaction". ITEM 4. PURPOSE OF TRANSACTION Item 4 of Schedule 13D is hereby amended by adding the following information: For investment purposes, Fiducia decided to purchase, using retained earnings, additional Common Shares. Between May 31, 2006 and December 8, 2006, Fiducia purchased a total of 636,700 Common Shares. Other than as stated above in this Item 4, none of the Reporting Persons and, to the best knowledge of Fiducia, none of the persons set forth on Schedule A, has any current plans or proposals that relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation of the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto, or other actions which may impede the acquisition of the control of the Issuer by any person; (h) any of the Issuer's securities being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) any of the Issuer's equity securities becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. 6 Notwithstanding the foregoing, the Reporting Persons may in the future determine to acquire additional Common Shares or to dispose of Common Shares in the ordinary course of managing their businesses and investment portfolios or meeting their fiduciary obligations. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended and restated as follows: (a) (i) Mr. Jacob Stolt-Nielsen may be deemed the beneficial owner of Common Shares as set forth on the applicable cover page. (ii) Appleby may be deemed the beneficial owner of Common Shares as set forth on the applicable cover page. (iii)Fiducia may be deemed the beneficial owner of Common Shares as set forth on the applicable cover page. (iv) Aside from Mr. Jacob Stolt-Nielsen, of the persons listed in Schedule A, the following are the beneficial owners of Common Shares in amounts shown next to their names: Niels G. Stolt-Nielsen(1) 81,370 Jacob B. Stolt-Nielsen(2) 13,300 Lise Stolt-Nielsen(3) 15,000 John Wakely(4) 34,000 - --------------- (1) Includes 6,000 Common Shares held as custodian for his 2 minor children and 58,750 Common Shares issuable pursuant to outstanding stock options exercisable within 60 days of December 1, 2006. (2) Includes 12,000 Common Shares held as custodian for his 4 minor children and 1,300 Common Shares issuable pursuant to outstanding stock options exercisable within 60 days of December 8, 2006. (3) Includes 5,000 Common Shares held as custodian for her 3 minor children. (4) Includes 34,000 Common Shares issuable pursuant to outstanding stock options exercisable within 60 days of December 8, 2006. (b) Reference is made to the applicable cover page for each Reporting Person for information concerning the number of shares as to which there is sole or shared power to vote or to direct the vote or sole or shared power to dispose or to direct the disposition. The Board of Directors of Fiducia has granted a power of attorney to Mr. Jacob Stolt-Nielsen to vote the Common Shares held by Fiducia and to act on behalf of Fiducia at any meeting of the shareholders of the Issuer. A copy of the power of attorney was filed with the Securities and Exchange Commission in connection with Amendment No. 1 to the Schedule 13D on July 28, 2004. 7 Except as noted in the immediately preceding paragraph, where the power to vote or to direct the vote of Common Shares is shared, the Reporting Person shares such power with the other Reporting Persons. Where the power to dispose or to direct the disposition of Common Shares is shared, the power is shared with the other Reporting Persons. (c) None of the Reporting Persons and none of the persons listed on Schedule A has effected any transactions in the Common Shares during the past 60 days. (d) With respect to the Common Shares beneficially owned by Fiducia, all dividends received on Common Shares described in this Schedule 13D and proceeds from the sale thereof are received by Fiducia for the benefit of the shareholders of Fiducia. (e) Not applicable. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. Description 1 Consent of Appleby Trust (Cayman) Limited 2 Consent of Fiducia Ltd. SIGNATURE After reasonable 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: December 8, 2006 /s/ Jacob Stolt-Nielsen ----------------------- Jacob Stolt-Nielsen 8 SCHEDULE A I. FIDUCIA Each person named below is a director or executive officer of Fiducia: PRESENT PRINCIPAL OR OCCUPATION NAME AND CITIZENSHIP BUSINESS ADDRESS EMPLOYMENT - ------------------------ ------------------------- ------------------------- Jacob B. Stolt-Nielsen c/o Stolt-Nielsen Limited Director, Stolt-Nielsen Norwegian Aldwych House S.A. 71-91 Aldwych London WC2B 4HN ENGLAND Niels G. Stolt-Nielsen c/o Stolt-Nielsen Limited Director and Chief Norwegian Aldwych House Executive Officer, 71-91 Aldwych Stolt-Nielsen S.A. London WC2B 4HN ENGLAND Lise Stolt-Nielsen c/o New York Cruise Line Director, New York U.S. Circle Line Plaza Cruise Line West 42nd Street New York, NY 10036-1095 John G. Wakely Stolt Tank Containers Chairman, Stolt Tank British Leasing Ltd. Containers Leasing Ltd. British American Building And Executive Vice 133 Front President, Street - 4th floor Stolt-Nielsen S.A. P.O. Box HM 3143 Hamilton HM-12, BERMUDA James M. MacDonald Conyers, Dill & Pearman Attorney - Bermuda Bermudan Clarendon House 2 Church Street P.O. Box HM 666 Hamilton HM CX, BERMUDA 9 PRESENT PRINCIPAL OR OCCUPATION NAME AND CITIZENSHIP BUSINESS ADDRESS EMPLOYMENT - ------------------------ ------------------------- ------------------------- Dawn C. Griffiths Conyers, Dill & Pearman Attorney - Bermuda Bermudan Clarendon House 2 Church Street P.O. Box HM 666 Hamilton HM CX, BERMUDA Catharine J. Lymbery Conyers, Dill & Pearman Corporate Administrator Bermudan Clarendon House - Bermuda 2 Church Street P.O. Box HM 666 Hamilton HM CX, BERMUDA Charles G. Collis Conyers, Dill & Pearman Attorney - Bermuda Bermudan Clarendon House 2 Church Street P.O. Box HM 666 Hamilton HM CX, BERMUDA 10 EXHIBIT INDEX Exhibit No. Description - ----------- ------------------------------------------------------------------ 1 Consent of Appleby Trust (Cayman) Limited 2 Consent of Fiducia Ltd. 11 EXHIBIT 1 Consent of Appleby Trust (Cayman) Limited The undersigned agrees that the Schedule 13D executed by Jacob Stolt-Nielsen to which this statement is attached as an exhibit is filed on behalf of Jacob Stolt-Nielsen, Appleby Trust (Cayman) Limited, Fiducia Ltd. and Stolt-Nielsen S.A. pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934. Dated: December 8, 2006 APPLEBY TRUST (CAYMAN) LIMITED By: /s/ Jean Fletcher ----------------------- Name: Jean Fletcher Title: Managing Director By: /s/ Robin A.H. Garnham ----------------------- Name: Robin A.H. Garnham Title: Manager Trust Services EXHIBIT 2 Consent of Fiducia Ltd. The undersigned agrees that the Schedule 13D executed by Jacob Stolt-Nielsen to which this statement is attached as an exhibit is filed on behalf of Jacob Stolt-Nielsen, Appleby Trust (Cayman) Limited, Fiducia Ltd. and Stolt-Nielsen S.A. pursuant to Rule 13d-1(k)(1) of the Securities Exchange Act of 1934. Dated: December 8, 2006 FIDUCIA LTD. By: /s/ John G. Wakely ----------------------- Name: John G. Wakely Title: Chairman -----END PRIVACY-ENHANCED MESSAGE-----