- Amended Statement of Ownership: Private Transaction (SC 13E3/A)
December 02 2009 - 5:15PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION,
WASHINGTON,
D.C. 20549
SCHEDULE 13E-3
(Amendment No. 2)
(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:
¨
Check the following box if the filing is a final
amendment reporting the results of the transaction:
¨
Calculation of Filing Fee
Transaction
Valuation*
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Amount
of Filing Fee**
|
$
71,791,676.50
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$
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 $10.25 per common
unit, the current tender offer price. As of November 5, 2009, there were
15,004,500 common units outstanding, of which 8,000,435 are owned by OSG Bulk
Ships, Inc. and Overseas Shipholding Group, Inc. As a result, this
calculation assumes the purchase of 7,004,066 common units
.
**
Calculated pursuant to Rule 0-11 of
the Securities Act of 1934, as amended, and Fee Rate Advisory No. 5 for
fiscal year 2009 issued by the Securities and Exchange Commission on March 11,
2009. Such fee equals 0.00558% of the transaction value.
x
Check the box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
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$
4,005.98
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Filing Party:
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Overseas Shipholding
Group, Inc. and OSG Bulk Ships, Inc.
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Form or
Registration No.:
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Schedule TO
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Date Filed:
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November 5, 2009
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INTRODUCTION
This Amendment No. 2 (this Amendment No. 2)
amends and supplements the Rule 13e-3 Transaction Statement on Schedule
13E-3 initially filed with the Securities and Exchange Commission
(the SEC)
on November 5,
2009 (as amended or supplemented from time to time, including as amended by
this Amendment No. 2, 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
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 and Amendment No. 2, copies of which are attached
hereto as Exhibits (a)(3), (a)(11) and (a)(15), 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. 2 is to add the second amendment to the Schedule 14D-9 as an
exhibit to the Schedule 13E-3 and to incorporate the information contained
therein by reference to the Schedule 13E-3.
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. 2. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to such terms in the Schedule 13E-3
.
Item 16. Exhibits.
Item 16 is amended and
supplemented by adding the following thereto:
(a)(15)
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Amendment No. 2 to the Solicitation/Recommendation Statement on
Schedule 14D-9 filed by the Partnership on December 2, 2009.
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2
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: December 2,
2009
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3
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