0001167966-05-000118.txt : 20120629 0001167966-05-000118.hdr.sgml : 20120629 20050125150742 ACCESSION NUMBER: 0001167966-05-000118 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050125 DATE AS OF CHANGE: 20050125 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McLean Irena Z CENTRAL INDEX KEY: 0001315026 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 914-949-6400 MAIL ADDRESS: STREET 1: C/O MCCULLOUGH, GOLDBERG & STAUDT, LLP STREET 2: 1311 MAMARONECK AVE., STE. 340 CITY: WHITE PLAINS STATE: NY ZIP: 10605 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRAILER BRIDGE INC CENTRAL INDEX KEY: 0001039184 STANDARD INDUSTRIAL CLASSIFICATION: TRUCKING (NO LOCAL) [4213] IRS NUMBER: 133617986 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-52569 FILM NUMBER: 05546990 BUSINESS ADDRESS: STREET 1: 10405 NEW BERLIN ROAD STREET 2: EAST CITY: JACKSONVILLE STATE: FL ZIP: 32226 BUSINESS PHONE: 9047517100 MAIL ADDRESS: STREET 1: 10405 NEW BERLIN ROAD STREET 2: EAST CITY: JACKSONVILLE STATE: FL ZIP: 32226 SC 13D 1 t4663_sc13d.htm SCHEDULE 131D Schedule 131D
 
 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)

(Amendment No. ___)*
 

 
TRAILER BRIDGE, INC.
(Name of Issuer)
 
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
 
892782103
(CUSIP Number)
 
 
William G. Gotimer, Jr., General Counsel
Trailer Bridge, Inc.
10405 New Berlin Road East
Jacksonville, Florida 32226
(904) 751-7100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
 
 
July 28, 2004
(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 that 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 [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*     The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 
  
     
 
 

 
Cusip No.
 
892782103
 
1.
 
 
Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Irena Z. McLean
 
 
2.
 
Check the Appropriate Box if a Member of a Group*
(a) o
(b) o
 
3.
 
 
SEC Use Only
 
 
4.
 
 
Source of Funds (See Instructions): OO
 
 
5.
 
 
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): 
o
 
6.
 
 
Citizenship or Place of Organization: United States
 
 
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
 
 
7.     Sole Voting Power:   1,050,752
 
8.    Shared Voting Power:   0 
 
9.    Sole Dispositive Power:   1,050,752
 
10.     Shared Dispositive Power:   0
 
 
11.
 
 
Aggregate Amount Beneficially Owned by Each Reporting Person:   1,050,752
 
 
12.
 
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
o
 
13.
 
 
Percent of Class Represented by Amount in Row (11):   8.9%
 
 
14.
 
 
Type of Reporting Person (See Instructions):  IN
 

*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
  
     
 


Item 1.   Security and Issuer

        This Schedule 13D relates to the Common Stock (the "Common Stock") of the following corporation (the "Issuer'):

Trailer Bridge, Inc.
10405 New Berlin Road East
Jacksonville, FL 32226

Item 2.    Identity and Background

        This Schedule 13D is filed on behalf of Irena McLean, whose address is c/o McCullough, Goldberg & Staudt, LLP, 1311 Mamaroneck Avenue, Suite 340, White Plains, NY 10605.

        During the last five years, Ms. McLean has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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.

        Ms. McLean is a citizen of the United States.

Item 3.   Source and Amount of Funds or Other Consideration

        Ms. McLean acquired beneficial ownership of 1,050,752 shares of the Common Stock when such shares were transferred to her by the executor of the estate of Malcom P. McLean, the founder and principal stockholder of the Issuer. The reported transaction occurred pursuant to a specific bequest in the late Mr. McLean’s Will without any exchange of consideration.

Item 4.   Purpose of Transaction

        As described in Item 3 above, Ms. McLean acquired beneficial ownership of 1,050,752 shares of the Common Stock under the Will of the late Malcom P. McLean. Of the 1,050,752 shares, 300,752 shares were distributed directly to Irena McLean and John D. McCown as Trustees of the Trust for the Benefit of Her Nieces and Nephews Under Paragraph J of Article III of the Last Will and Testament of Malcom P. McLean (the “Trust”). Mr. McCown subsequently resigned as a Trustee of the Trust. Ms. McLean, either as direct owner or in her capacity as Trustee of the Trust, has sole voting and dispositive power over all 1,050,752 shares.

        Ms. McLean presently intends to hold the shares of the Common Stock beneficially owned by herself for investment purposes. Ms. McLean may, at some future date, decide to make additional investments in shares of the Issuer's Common Stock for the same purpose, or may decide to sell or otherwise dispose of some or all of these shares.

        Except as set forth above and except as described below, Ms. McLean has no present plans or proposals which relate to or would result in:

  
     
 


        (a)     The acquisition by any person of additional Common Stock of the Issuer, or the disposition of Common Stock of the Issuer;
 
        (b)    An extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving 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)    Any changes in the Issuer's charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;
 
        (h)    Causing a class of Common Stock of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association;

        (i)    A class of equity Common Stock of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

        (j)    Any action similar to any of those enumerated above.

Item 5.    Interest in Common Stock of the Issuer

         (a) and (b). Ms. McLean beneficially owns an aggregate 1,050,752 shares of the Common Stock, constituting approximately 8.9% of the 11,752,266 shares outstanding as of September 30, 2004. Such Common Stock are as follows:

  
     
 


(i) 750,000 shares (constituting less than 6.4% of the total number of shares outstanding) are owned beneficially by Ms. McLean. Ms. McLean has sole dispositive and voting power over such shares.

(ii) 300,752 shares (constituting approximately 2.5% of the total number of shares outstanding) are held by the Trust and may be deemed beneficially owned by Ms. McLean, who is The Trustee of the Trust. Ms. McLean has sole voting and investment power with respect to such shares. However, Ms. McLean expressly disclaims beneficial ownership of all 300,752 of these shares.

        (c)    No transactions in the Common Stock were effected by Ms. McLean in the last sixty days.
 
        (d)    Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Common Stock of the Issuer
 
There are no contracts, arrangements, understandings or relationships (legal or otherwise) among Ms. McLean and any other persons with respect to any Common Stock of the Issuer, including but not limited to transfer or voting of any Common Stock, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.         Material to Be Filed as Exhibits
 
 Exhibit 24 - Power of Attorney.

 
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.


January 14, 2005
Date

/s/ Irena Z. McLean
Irena Z. McLean


 
 EX-24 2 ex24.htm POWER OF ATTORNEY Power of Attorney
 
Exhibit 24
POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Steven Kay and William Turok signing singly, the undersigned’s true and lawful attorney-in-fact to:

  1) execute for and on behalf of the undersigned, in the undersigned’s capacity as a stockholder of Trailer Bridge, Inc. (the “Company”), Schedule 13D, including any amendments thereto, in accordance with Section 13(d) of the Securities Exchange Act of 1934 and the rules thereunder;

  2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D and timely file such schedule with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

  3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 13 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D with respect to the undersigned’s holdings of and any transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14 day of January, 2005.

 
/s/ Irena Z. McLean
 
Irena Z. McLean