Thursday, February 3, 2000

NCL board recommends acceptance of Star/Carnival bid
Earlier today, Arrasas Ltd today acquired 11,540,147 shares in NCL Holding ASA, representing another 4.3% of the stock, at a price of NOK 35. Arrasas is the vehicle created for Star Cruises' take-over of NCL. Carnival Corporation and Star announced earlier this week that Carnival would take a 40% holding in Arrasas.

This latest stock acquisition took the Star/Carnival stake in NCL to 143,969,321 million shares or 53.8% of the the total fully diluted number of shares and the Board of NCL Holdings is now recommending acceptance of the Star/Carnival offer.

Stolt-Nielsen sees end to parcel tanker glut
"With the demand for transportation services now starting to improve, we expect to see a reduction in the oversupply of parcel tankers," says Jacob Stolt-Nielsen, chairman and CEO of Stolt-Nielsen S.A.

The company today reported results for the fourth quarter and the year ended November 30, 1999. Net income for the latest quarter was $15.4 million, or $0.28 per Common and Class B share, on net operating revenue of $446.2 million, compared with net income of $13.7 million, or $0.25 per share, on net operating revenue of $502.2 million for the fourth quarter in 1998. Adjusted for a non-recurring gain of $11.0 million for the recognition of a tax net operating loss carryforward in Stolt Sea Farm in Norway, net income for the fourth quarter of 1999 was $4.4 million.

Net income for the year ended November 30, 1999 was $46.9 million, or $0.86 per Common and Class B share, on net operating revenue of $1,780.9 million, compared with net income of $96.3 million, or $1.76 per share, on net operating revenue of $1,796.6 million for the same period in 1998. Adjusted for non-recurring items, net income was $35.3 million compared with $78.6 million or $1.44 per Common and Class B share, for the same period of 1998

Commenting on the results, Jacob Stolt-Nielsen called 1999 "a difficult year in our transportation business due to an over supply of capacity." In thesubsea services business "demand fell because of significantly reduced oil field development in some parts of the world." In contrast, continuingimprovement by the seafood business was "very gratifying. "

Stolt-Nielsen said his prediction last year that SNTG would lose money in
1999 had proven too pessimistic. "We earned a modest income from operations of $60.2 million, down from $98.4 million in 1998. During the year there was some recovery in demand for our services. Unfortunately, the surplus of parcel tankers continued to depress rates as ships, which had been ordered before the Asia Pacific crisis in 1997/98, entered the market. "

Improvement was evident in the fourth quarter "as we saw signs of firming in contract and spot markets for tankers and strong recovery in demand for our tank containers."

Profits in the Stolthaven Terminal division increased, helped by a higher contribution from the expanded terminal in Santos, Brazil and fanew joint venture companies in Asia Pacific.

"In 1999," said Stolt-Nielsen, "we continued to implement our strategy of building a global network. Our Stolt Parcel Tanker division has entered into a joint venture in the U.S. flag chemical market with Marine Transportation Corporation Inc. Our Stolt Tank Container division formed a network alliance with TransAmerica Leasing Inc., bringing together the largest tank container operator and the largest tank container lessor in the world. We continue to expand our Asia Pacific terminal network, through our minority interest in Dovechem Terminal Holdings Ltd., with terminals in China, Malaysia and Indonesia, and through the acquisition of a 50% interest in Jeong II Tank Terminal (JTT) in South Korea."

In fiscal 1999, the company took delivery of five newbuildings, totaling 124,100 dwt. An additional six newbuildings are scheduled for 2000. These deliveries will bring to an end a23-ship, $1.2 billion newbuilding program,

Commenting on Stolt Comex Seaway (SCS), Stolt-Nielsen said that low oil prices in the second half of 1998 and first quarter of 1999 led to substantial reductions in oil company expenditure on field development and maintenance throughout 1999. This was further exacerbated by the wave of oil company mergers that meant other work was delayed while the merging companies sorted out their future priorities.

"This has resulted in a substantial decrease in SCS's profit for 1999 to $16.2 million from $57.3 million in 1998."

"In 1998 we set a strategy of expanding SCS's capabilities with the goal of becoming the global leader in the offshore construction market. The acquisition of ETPM in December 1999, together with the acquisition of a 49% stake in NKT Flexibles I/S, added to last year's purchase of Ceanic, has accomplished this goal. These acquisitions bring skilled people and a strong presence in the fast growing deepwater markets of West Africa, Brazil and the U.S. Gulf. Reflecting these significant changes, at the Annual General Meeting in April 2000, SCS will be renamed "Stolt Offshore S.A."

In the fiscal 2000 first quarter ended February 29, 2000, SNSA will realize a non-recurring, non-operating gain of approximately $35 million from the dilution of its interest in SCS as a result of the SCS Class A shares issued as
consideration to GTM (the former owner of ETPM) and NKT Holdings A/S (our joint venture partner in NKT Flexibles I/S). Later this month, SNSA will convert $100 million of debt owed by SCS to SNSA into SCS Class A Shares. As a result of the above, SNSA will increase its interest in SCS from 45% to 48%.

In 1999 Stolt Sea Farm (SSF) had income from operations of $27.9 million almost doubling the $14.2 million achieved in 1998.

Outlook: "With the demand for transportation services now starting to improve, we expect to see a reduction in the oversupply of parcel tankers. Nonetheless, given the lag between improved demand and improved freight rates, the delay before higher rates are reflected in contract renewals, and an increase in interest cost of about $18 million resulting from the newbuilding program, we are not expecting any significant improvement in SNTG's results in 2000. For SCS, the main challenge will be a rapid integration of ETPM. During 2000, the significant synergies we forecast will be offset by one-off charges so that SCS will also produce a modest result unless field development activity recovers quicker than we anticipate. SSF should continue to make steady progress in its existing operations and we will search for further acquisitions. "

NNS reports increased earnings
Newport News Shipbuilding ( today reported net earnings of $24
million, or $0.69 per diluted share, for the fourth quarter of 1999. Earnings before interest and taxes (EBIT) for the quarter were $55 million, up ten percent over last year's fourth quarter.

For the full year, diluted earnings per share were $2.31 after adjusting for gains associated with merger break-up fees and insurance settlements. This represents a 25 percent increase over the prior year's EPS of $1.85. Excluding the non-recurring
events, EBIT advanced to $193 million on revenues of $1.86 billion versus EBIT of $175 million for 1998 on comparable revenues. Adding the positive one-time events that benefited 1999, EPS totaled $2.72 and EBIT was $218 million.

Newport News posted fourth quarter revenues of $538 million, which is consistent with the volume reported in 1998. Fleet Services revenues increased $29 million from last year's fourth quarter, reflecting a planned shift of resources from the Construction segment. The volume in Fleet Services was driven by activity on the aircraft carrier Nimitz and maintenance work on the aircraft carrier Enterprise. The growth in EBIT for the quarter to $55 million was attributable to the higher volume in Fleet Services and improved margins in the Construction segment.

For the year, revenues were $1.86 billion, consistent with the level reported in 1998. EBIT improved from $175 million in 1998 to $193 million after adjusting for the non-recurring items in 1999. Including the one-time events, 1999 EBIT increased to $218 million. Again, the volume gains in Fleet Services and the strengthened margins in Construction contributed to the EBIT increase.

Newport News says it experienced robust activity in each of its segments during 1999.

In the Construction segment, work accelerated on the aircraft carrier Ronald Reagan and the Virginia-class submarine program. Reagan, the ninth in a planned class of ten Nimitz-class carriers, is nearly 60 percent complete and will be delivered to the Navy in early 2003.

Construction on Virginia and Texas, the first two ships in the planned class of 30 submarines, continued to progress well under an innovative teaming arrangement. Virginia, the first ship in the class, is scheduled for delivery in 2004.

Fleet Services had an active year with the $1.2 billion refueling and overhaul of the aircraft carrier Nimitz representing the most significant program in the segment. In the fourth quarter, Newport News completed the refueling phase
of this project. Nimitz is scheduled for re-delivery to the Navy in the second quarter of 2001. Also in the quarter, the final major phase of the inactivation of the submarine USS Narwhal was completed on schedule. Other notable Fleet Services work accomplished during the year included the $50 million contract for post delivery work on the carrier Harry S. Truman and the $88 million overhaul of Enterprise.

The Engineering segment has begun significant design workon the new propulsion plant for CVN(X), the next class of carriers. Newport News is also supporting design activities for emerging technologies on the Virginia-class submarine program, and
continues to provide engineering services for existing classes of attack submarines.

Newport News says that CVN 77, the transition ship to the next class of carriers, is expected to be fully funded in the Fiscal Year 2001 Defense Budget. Newport News will use this contract to expand its role as a total ship integrator by leading the integrated warfare systems acquisition plan for CVN 77, a role previously performed by the Navy.

The outlook in Fleet Services is characterized by steady carrier refueling business. Newport News is working under a $405 million planning contract for the refueling and overhaul of the carrier Dwight D. Eisenhower. Eisenhower is scheduled to arrive at Newport News in 2001 and will remain at the shipyard for approximately three years.

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