- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
December 17 2009 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
OSG AMERICA L.P.
(Name
of Subject Company (Issuer))
OSG BULK SHIPS, INC.
(Offeror)
a wholly owned subsidiary of
OVERSEAS SHIPHOLDING GROUP,
INC.,
(Names
of Filing Persons)
Common Units representing
limited partner interests
(Title
of Class of Securities)
671028108
(
CUSIP Number of Class of
Securities)
James I. Edelson
General Counsel & Secretary
Overseas Shipholding Group, Inc.
666 Third Avenue, New York, New York 10017
(212) 953-4100
(Name,
Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Gary L. Sellers, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Ave.
New York, NY 10017
(212) 455-2695
Calculation of Filing Fee:
Transaction
Valuation(1)
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Amount
of Filing Fee(2)
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$71,791,676.50
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$4,005.98
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(1)
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The
transaction valuation is estimated solely for purposes of calculating the fee
only. The calculation assumes the purchase of all of the issued and
outstanding common units of OSG America L.P. not beneficially owned by
Overseas Shipholding Group, Inc. at a purchase price of $10.25 per unit
in cash. Accordingly, the calculation assumes the purchase of 7,004,066
common units.
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(2)
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The amount of the
filing fee is calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year
2009, issued March 11, 2009. The fee equals $55.80 per one million
dollars of transaction value.
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x
Check the box if any part
of the fee is offset as provided by 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
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Filing
Parties: Overseas Shipholding Group, Inc., OSG Bulk Ships, Inc.
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Form or
Registration No.: Schedule TO-T
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Date
Filed: November 5, 2009
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o
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Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the
statement relates:
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x
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third-party
tender offer subject to Rule 14d-1
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o
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issuer
tender offer subject to Rule 13e-4
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x
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going-private
transaction subject to Rule 13e-3
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o
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amendment
to Schedule 13D under Rule 13d-2
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Check
the following box if the filing is a final amendment reporting the results of
the tender offer:
x
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This Amendment No. 5 amends and
supplements the Tender Offer Statement and Rule 13e3 Transaction
Statement filed under cover of Schedule TO on November 5, 2009 (as amended
and supplemented, this Schedule TO) by Overseas Shipholding Group, Inc.,
a Delaware corporation (Parent), and OSG Bulk Ships, Inc., a New York
corporation (OSG Bulk and, together with Parent, OSG). This Schedule TO relates to the offer by OSG
Bulk to purchase common units (Units) of OSG America L.P., a Delaware limited
partnership (the Partnership), upon the terms and subject to the conditions
set forth in the Offer to Purchase dated November 5, 2009 (the Offer to
Purchase) and in the related Letter of Transmittal (the Letter of
Transmittal and, together with the Offer to Purchase, as each may be
supplemented or amended from time to time, the Offer).
All capitalized terms used but not defined in
this Schedule TO have the meanings ascribed to them in the Offer to Purchase.
The items of this Schedule TO set forth below
are hereby further amended and supplemented as follows:
Items 1
through 9, 11 and 13.
The
subsequent offering period expired at 5:00 p.m., New York City time, on December 16,
2009. According to BNY Mellon Shareholder Services, the Depositary for the Offer,
a total of approximately 267,419 Units were validly tendered in the subsequent
offering period. Thus, a total of 13,924,611
Units, or 92.8%, of the Units outstanding are now owned by OSG Bulk. OSG Bulk
has accepted for payment all Units that were validly tendered in the Offer and
has made payment to the Depositary for the accepted Units in accordance with
the terms of the Offer.
On
December 17, 2009, OSG issued a press release to announce that it has
completed, pursuant to Section 15.01 of the amended and restated limited
partnership agreement of the Partnership, its purchase of all of the remaining
Units that were not tendered in the Offer (the Repurchase Right). As a result of the successful consummation of
the Offer and the exercise of the Repurchase Right, OSG owns all of the
economic interests of the Partnership and will be entitled to all of the
benefits resulting from those interests.
In addition, the Units will cease to be traded on the New York Stock Exchange.
Item
12. Exhibits
(a)(1)(xi) Press Release Issued by Overseas
Shipholding Group, Inc. on December 17, 2009.
(a)(1)(xii) Press Release Issued by Overseas
Shipholding Group, Inc. on December 17, 2009.
2
SIGNATURE
After due inquiry and to the best of its
knowledge and belief, the undersigned hereby certify that the information set
forth in this statement is true, complete and correct.
Date: December 17, 2009
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OVERSEAS
SHIPHOLDING GROUP, INC.
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By:
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/s/
Myles R. Itkin
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Name:
Myles R. Itkin
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Title:
Executive Vice President
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OSG
BULK SHIPS, INC.
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By:
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/s/
Myles R. Itkin
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Name:
Myles R. Itkin
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Title: Senior Vice President
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3
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