- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
November 27 2009 - 11:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON,
D.C. 20549
SCHEDULE 13E-3
(Amendment No. 1)
(Rule 13e-100)
TRANSACTION STATEMENT UNDER SECTION 13(e) OF
THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 13e-3
THEREUNDER
OSG AMERICA L.P.
(Name of the Issuer)
OSG
AMERICA L.P.
OSG
AMERICA LLC
(Names of the
Persons Filing Statement)
Common Units representing limited partner interests
(Title of Class of
Securities)
671028 10 8
(CUSIP Number of Class of
Securities)
James I.
Edelson
General
Counsel and Secretary
OSG
America LLC
Two
Harbour Place
302
Knights Run Avenue
Tampa, FL
33602
(813)
209-0600
(Name, Address and
Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
with a copy to:
Robert A.
Profusek, Esq.
Andrew M.
Levine, Esq.
Jones Day
222 E. 41
st
Street
New York,
NY 10017
(212)
326-3939
This statement is filed
in connection with (check the appropriate box):
a.
o
The filing of solicitation materials or
an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b.
o
The filing of a registration statement
under the Securities Act of 1933.
c.
x
A tender offer.
d.
o
None of the above.
Check the following box
if the soliciting materials or information statement referred to in checking
box (a) are preliminary copies:
o
Check the following box if the filing is a final
amendment reporting the results of the transaction:
o
Calculation
of Filing Fee
Transaction Valuation*
|
|
Amount of Filing Fee**
|
$
71,791,676.50
|
|
$
4,005.98
|
*
For purposes of calculating the fee only.
This calculation assumes the purchase of all outstanding common units of OSG
America L.P., other than common units owned by OSG Bulk Ships, Inc. and
Overseas Shipholding Group, Inc., at a purchase price of $10.25 per common
unit, the current tender offer price. As of November 5, 2009, there were
15,004,500 common units outstanding, of which 8,000,435 are owned by OSG Bulk
Ships, Inc. and Overseas Shipholding Group, Inc. As a result, this
calculation assumes the purchase of 7,004,066 common units
.
**
Calculated pursuant to Rule 0-11 of
the Securities Act of 1934, as amended, and Fee Rate Advisory No. 5 for
fiscal year 2009 issued by the Securities and Exchange Commission on March 11,
2009. Such fee equals 0.00558% of the transaction value.
x
Check the box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
|
$
4,005.98
|
Filing Party:
|
Overseas Shipholding
Group, Inc. and OSG Bulk Ships, Inc.
|
Form or
Registration No.:
|
Schedule TO
|
Date Filed:
|
November 5, 2009
|
INTRODUCTION
This Amendment No. 1 (this Amendment No. 1)
amends and supplements the Rule 13e-3 Transaction Statement on Schedule
13E-3 initially filed with the Securities and Exchange Commission on November 5,
2009 (as amended or supplemented from time to time, including as amended by
this Amendment No. 1, the Schedule 13E-3).
The Schedule 13E-3 is
being filed by OSG America L.P., a Delaware limited partnership (the Partnership),
the issuer of the common units representing limited partner interests (the Units)
that are subject to the Rule 13e-3 transaction, and by OSG America LLC,
the general partner of the Partnership (the General Partner). The Partnership is the subject company. The Schedule 13E-3 relates to the tender
offer by OSG Bulk Ships, Inc., a New York corporation (OSG Bulk) and a
wholly owned subsidiary of Overseas Shipholding Group, Inc., a Delaware
corporation (OSG and, together with OSG Bulk, the Bidder), to purchase any
and all Units validly tendered in response to the offer at a price of $10.25
per Unit, in cash, without interest (the Offer Price). The tender offer is being made upon the terms
and subject to the conditions set forth in the offer to purchase, dated November 5,
2009 (
as amended or
supplemented from time to time,
the Offer to Purchase),
and the related letter of transmittal (which, as may be amended or supplemented
from time to time, together with the exhibits thereto, constitute the Offer),
copies of which are filed as Exhibits (a)(1) and (a)(2) to the
Schedule 13E-3. The Offer is described
in a Tender Offer Statement on Schedule TO and Schedule 13E-3 Transaction
Statement (which, as amended or supplemented from time to time, together with
the exhibits thereto, constitute the Schedule TO) filed by the Bidder with
the Securities and Exchange Commission (the SEC) on November 5, 2009.
The
information contained in the Solicitation/Recommendation Statement on
Schedule 14D-9 (as amended or supplemented from time to time, the Schedule 14D-9)
filed by the Partnership with the SEC on
November 5, 2009
, as amended and supplemented by
Amendment No. 1, copies of which are attached hereto as Exhibits (a)(3) and
(a)(11), respectively, is incorporated by reference.
All references to
subsections in the Items of the Schedule 13E-3 are to the subsection of the
applicable Item in Regulation M-A. The cross references in the Schedule 13E-3
are being supplied pursuant to General Instruction G to Schedule 13E-3 and show
the location in the Schedule TO, Offer to Purchase and/or the Schedule 14D-9 of
the information required to be included in response to the items of Schedule
13E-3. The information contained in the
Schedule TO and the Schedule 14D-9, including all exhibits and annexes thereto,
is incorporated by reference herein, and the responses to each Item in the
Schedule 13E-3 are qualified in their entirety by the information contained in
the Schedule TO and Schedule 14D-9 and the exhibits and annexes thereto. All information contained in the Schedule
13E-3 concerning the Partnership, the General Partner, OSG Bulk or OSG has been
provided by such person and not by any other person.
The purpose of this Amendment No. 1 is to
add the General Partner as a filing person and to make certain other amendments
set forth below.
Except
as otherwise set forth below, the information set forth in the Schedule 13E-3
remains unchanged and is incorporated herein by reference to the extent
relevant to the items in this Amendment No. 1. Capitalized terms used but not otherwise
defined herein have the meanings ascribed to such terms in the Schedule 13E-3.
Item 2.
Subject Company Information.
The second sentence of
paragraph (a) under the heading Item 2Subject Company InformationName
and Address is replaced in its entirety with the following sentence:
The
Partnership is the subject company.
Item 3. Identity
and Background of Filing Person.
Paragraph (a) under the heading Item 3 Identity and
Background of Filing PersonName and Address is replaced in its entirety with
the following:
2
(a)
Name and Address
. The
information set forth in Item 2(a) above is incorporated herein by
reference. The Partnership is the
subject company.
The information set forth in the Offer to Purchase in
The OfferSection 6. Information
Concerning Us and Certain of Our Affiliates and in Annex I to the Offer to
Purchase is incorporated herein by reference.
The General Partner, a Delaware limited liability company,
is the general partner of the Partnership and is responsible for the management
of the Partnerships operations and activities.
The address of the General Partners principal executive office is Two
Harbour Place, 302 Knights Run Avenue, Suite 1200, Tampa, Florida 33602, and
its telephone number is (813) 209-0600.
The following tables set forth the name, position and
business address of each director and executive officer of the General Partner:
Name
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Position
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Business Address
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Morten Arntzen
|
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Director
|
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See Annex I to the Offer to Purchase
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Myles R. Itkin
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President, Chief Executive Officer & Director
|
|
See Annex I to the Offer to Purchase
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Robert E. Johnston
|
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Director
|
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See Annex I to the Offer to Purchase
|
Henry P. Flinter
|
|
Chief Financial Officer & Director
|
|
Two Harbour Place, 302 Knights Run Avenue, Suite
1200, Tampa, Florida 33602
|
Kathleen C. Haines
|
|
Director
|
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P.O. Box 385, Cos Cob, Connecticut 06807
|
James G. Dolphin
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Director
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405 Lexington Avenue, 67th floor, New York, New York
10174
|
Steven T. Benz
|
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Director
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220 Spring St., Suite 500, Herndon, Virginia 20170
|
James I. Edelson
|
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Secretary
|
|
See Annex I to the Offer to Purchase
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Jerry Miller
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Controller
|
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See Annex I to the Offer to Purchase
|
Item
16. Exhibits.
Item 16 is amended and
supplemented by adding the following thereto:
(a)(11)
|
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Amendment No. 1 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by the Partnership on November 27, 2009.
|
(a)(12)
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Amended Complaint filed in Balanced Beta Fund v. Morten Arntzen, et
al., Case No. 09-CA-025646, Circuit Court of the 13
th
Judicial District, Hillsborough County,
Florida (filed November 9, 2009)(3)
|
(a)(13)
|
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Stipulation and
Proposed Order,
Cornelius P. Dukelow v. OSG America, L.P. et
al., Index No. 650580/2009E, Supreme Court of the State of New York
(filed November 19, 2009
)(
3)
|
(a)(14)
|
|
Ben Doren v. OSG America LP, et al., Case No. 09-29162, Circuit
Court of the 13
th
Judicial District,
Hillsborough County, Florida (filed November 20, 2009)(4)
|
(3)
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Incorporated by reference
to Amendment No. 1 to the Schedule TO filed by OSG and OSG Bulk on
November 20, 2009.
|
(4)
|
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Incorporated by
reference to Amendment No. 2 to the Schedule TO filed by OSG and OSG
Bulk on November 24, 2009.
|
3
SIGNATURE
After
due inquiry and to the best of the undersigneds knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
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OSG AMERICA L.P.
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By:
OSG America LLC, its general partner
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By:
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/s/ JAMES G. DOLPHIN
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Name: James G. Dolphin
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Title: Director
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OSG AMERICA LLC
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By:
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/s/ JAMES G. DOLPHIN
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Name: James G. Dolphin
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Title: Director
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Date: November 27,
2009
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4
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