0000919574-12-003171.txt : 20120511 0000919574-12-003171.hdr.sgml : 20120511 20120511163145 ACCESSION NUMBER: 0000919574-12-003171 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120511 DATE AS OF CHANGE: 20120511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN OCEAN GROUP LTD CENTRAL INDEX KEY: 0001058092 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: PO BOX 265 STE 6 TOWER HILL HOUSE STREET 2: LA BORDAGE ST PETER PORT CITY: GY1 3QU CHANNEL ISLA STATE: X0 MAIL ADDRESS: STREET 1: PO BOX 265 STE 6 TOWER HILL HOUSE STREET 2: LE BORDAGE ST PETER PORT GY1 3QU CITY: CHANNEL ISLANDS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KNIGHTSBRIDGE TANKERS LTD CENTRAL INDEX KEY: 0001029145 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50787 FILM NUMBER: 12835009 BUSINESS ADDRESS: STREET 1: PAR LA VILLE PLACE, 4TH FLOOR STREET 2: 14 PAR LA VILLE ROAD CITY: HAMILTON HM 08 STATE: D0 ZIP: 00000 BUSINESS PHONE: 4412956935 MAIL ADDRESS: STREET 1: PAR LA VILLE PLACE, 4TH FLOOR STREET 2: 14 PAR LA VILLE ROAD CITY: HAMILTON HM 08 STATE: D0 ZIP: 00000 SC 13D/A 1 d1287798_13d-a.htm d1287798_13d-a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D/A

Under The Securities Exchange Act of 1934

(Amendment No. 1)*
 
 
Knightsbridge Tankers Limited
(Name of Issuer)

Common Stock
(Title of Class of Securities)

G5299G106
(CUSIP Number)

Georgina Sousa
Golden Ocean Group Limited
Par-la-Ville Place, 4th Floor
14 Par-la-Ville Road
Hamilton HM 08 Bermuda
(441) 295-6935
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)

March 13, 2012
(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 ss.240.13D-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
 

 
 
*   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).


 
 
 

CUSIP No.
G5299G106
 
 

1.
NAME OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
 
 
Golden Ocean Group Limited
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[X]
 
 
(b)
[_]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
OO
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
[   ]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Bermuda
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
-0-
 

8.
SHARED VOTING POWER
 
 
 
 
 
-0-
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
-0-
 

10.
SHARES DISPOSITIVE POWER
 
 
 
 
 
 
-0-
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
-0-
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
[_]
 
CERTAIN SHARES
 
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

 
 
 

CUSIP No.
G5299G106
 
 

1.
NAME OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
 
 
Hemen Holding Limited
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[X]
 
 
(b)
[_]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
[   ]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Cyprus
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
-0-
 

8.
SHARED VOTING POWER
 
 
 
 
 
-0-
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
-0-
 

10.
SHARES DISPOSITIVE POWER
 
 
 
 
 
 
-0-
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
-0-
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
[_]
 
CERTAIN SHARES
 
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

 
 
 

CUSIP No.
G5299G106
 
 

1.
NAME OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
 
 
Greenwich Holdings Limited
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[X]
 
 
(b)
[_]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
AF
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
[   ]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Cyprus
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
-0-
 

8.
SHARED VOTING POWER
 
 
 
 
 
-0-
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
-0-
 

10.
SHARES DISPOSITIVE POWER
 
 
 
 
 
 
-0-
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
-0-
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
[_]
 
CERTAIN SHARES
 
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

 
 
 

CUSIP No.
G5299G106
 
 

1.
NAME OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
 
 
John Fredriksen
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[X]
 
 
(b)
[_]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
OO
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
[   ]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Cyprus
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
-0-
 

8.
SHARED VOTING POWER
 
 
 
 
 
-0-
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
-0-
 

10.
SHARES DISPOSITIVE POWER
 
 
 
 
 
 
-0-
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
-0-
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
[_]
 
CERTAIN SHARES
 
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
IN
 

 
 
 

CUSIP No.
G5299G106
 
 

1.
NAME OF REPORTING PERSONS
 
 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
 
 
 
 
C.K. Limited
 

2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a)
[X]
 
 
(b)
[_]

3.
SEC USE ONLY
 
 
 
 
 
 
 

4.
SOURCE OF FUNDS
 
 
 
 
 
OO
 

5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
  
[   ]

6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
 
 
 
Jersey
 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
 
 
 

7.
SOLE VOTING POWER
 
 
 
 
 
-0-
 

8.
SHARED VOTING POWER
 
 
 
 
 
-0-
 

9.
SOLE DISPOSITIVE POWER
 
 
 
 
-0-
 

10.
SHARES DISPOSITIVE POWER
 
 
 
 
 
 
-0-
 

11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
 
 
PERSON
 
 
 
 
 
-0-
 

12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
[_]
 
CERTAIN SHARES
 
 
 
 

13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
 
 
 
0%
 

14.
TYPE OF REPORTING PERSON
 
 
 
 
 
CO
 

CUSIP No.
G5299G106
 
 
 
 
 

 
 
 

Explanatory Note

The purpose of this Amendment No. 1 to Schedule 13D is to report that Golden Ocean Group Limited ("Golden Ocean"), one of the Reporting Persons, sold 2,438,199 shares of common stock ("Common Shares") of Knightsbridge Tankers Limited (the "Issuer") in an underwritten public offering.  Following the offering, the Reporting Persons owned 0 Common Shares.

Item 1.
Security and Issuer.
 

There are no material changes from Item 1 of the Schedule 13D that was filed with the U.S. Securities and Exchange Commission (the "Commission") on February 7, 2011.

Item 2.
Identity and Background.
 

There are no material changes from Item 2 of the Schedule 13D that was filed with the Commission on February 7, 2011.

Item 3.
Source and Amount of Funds or Other Consideration.
 

There are no material changes from Item 3 of the Schedule 13D that was filed with the Commission on February 7, 2011.

Item 4.
Purpose of Transaction.
 

There are no material changes from Item 4 of the Schedule 13D that was filed with the Commission on February 7, 2011.

Item 5.
Interest in Securities of the Issuer.
 

(a. and b.) According to the Issuer's annual report on Form 20-F for the year ended December 31, 2011 that was filed with the Commission on April 27, 2012 there were 24,425,699 Common Shares issued and outstanding as of the same date.  Based on the foregoing the Reporting Persons report beneficial ownership of the following Common Shares:

Golden Ocean may be deemed to beneficially own 0 Common Shares, representing approximately 0% of the outstanding Common Shares.  Golden Ocean has the sole power to vote 0 Common Shares and the shared power to vote 0 Common Shares.  Golden Ocean has the sole power to dispose of 0 Common Shares and the shared power to dispose of 0 Common Shares.

Hemen may be deemed to beneficially own 0 Common Shares, representing approximately 0% of the outstanding Common Shares. Hemen has the sole power to vote 0 Common Shares and the shared power to vote 0 Common Shares. Hemen has the sole power to dispose of 0 Common Shares and the shared power to dispose of 0 Common Shares.

Greenwich may be deemed to beneficially own 0 Common Shares, representing approximately 0% of the outstanding Common Shares.  Greenwich has the sole power to vote 0 Common Shares and the shared power to vote 0 Common Shares. Greenwich has the sole power to dispose of 0 Common Shares and the shared power to dispose of 0 Common Shares.

Mr. Fredriksen may be deemed to beneficially own 0 Common Shares, representing approximately 0% of the outstanding Common Shares. Mr. Fredriksen has the sole power to vote 0 Common Shares and the shared power to vote 0 Common Shares. Mr. Fredriksen has the sole power to dispose of 0 Common Shares and the shared power to dispose of 0 Common Shares.

C.K. Limited may be deemed to beneficially own 0 Common Shares, representing approximately 0% of the outstanding Common Shares. C.K. Limited has the sole power to vote 0 Common Shares and the shared power to vote 0 Common Shares. C.K. Limited has the sole power to dispose of 0 Common Shares and the shared power to dispose of 0 Common Shares.

None of the other persons named in response to Item 2 have the sole power to vote or to direct the vote, the shared power to vote or direct the vote, the sole power to dispose or to direct the disposition of the Common Shares that are the subject of this Statement.

(c.) On March 13, 2012, Golden Ocean sold all of its Common Shares, or 2,438,199 Common Shares, in an underwritten public offering at a public offering price of $14.00 per share.  To the best knowledge of the Reporting Persons, no other transactions in the Common Shares were effected by the persons enumerated in Item 2 during the past 60 days.

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common Stock beneficially owned by the Reporting Persons.

 
 
 

(e.) On March 13, 2012, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Shares.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 

On March 13, 2012, Golden Ocean sold all of its Common Shares, or 2,438,199 Common Shares, in an underwritten public offering pursuant to an underwriting agreement dated the same date, made by and between the Issuer, Golden Ocean and Goldman, Sachs & Co., the underwriter (the "Underwriting Agreement").  The Underwriting Agreement is incorporated by reference in Exhibit C.

Item 7.
Material to be Filed as Exhibits.
 

Exhibit A – Joint Filing Undertaking.

Exhibit B – Share Sale and Purchase Agreement dated October 26, 2010 (1)

Exhibit C – Underwriting Agreement dated March 13, 2012 (2)

(1) Previously filed.

(2) Incorporated by reference to Exhibit 1 of the Form 6-K (File No. 001-29106) of Knightsbridge Tankers Limited, which was filed with the Commission on March 15, 2012.
 
 
 

 
SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 11, 2012

GOLDEN OCEAN GROUP LIMITED

By: /s/ Herman Billung                         
Name:   Herman Billung
Title:  Principal Executive Officer

HEMEN HOLDING LIMITED

By: /s/ Demetrios Antoniou Hannas    
Name:   Demetrios Antoniou Hannas
Title:  Director

GREENWICH HOLDINGS LIMITED

By: /s/ Demetrios Antoniou Hannas   
Name:   Demetrios Antoniou Hannas
Title:  Director

JOHN FREDRIKSEN

By: /s/ John Fredriksen                        
Name:   John Fredriksen

C.K. Limited

By: /s/ Demetrios Antoniou Hannas    
Name:   Demetrios Antoniou Hannas
Title:  Director



 
 
 

 
EXHIBIT A

JOINT FILING UNDERTAKING

The undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D/A with respect to the shares of common stock of Knightsbridge Tankers Limited to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D/A jointly on behalf of each such party.

Dated: May 11, 2012

GOLDEN OCEAN GROUP LIMITED

By: /s/ Herman Billung                        
Name:   Herman Billung
Title:  Principal Executive Officer

HEMEN HOLDING LIMITED

By: /s/ Demetrios Antoniou Hannas    
Name:   Demetrios Antoniou Hannas
Title:  Director

GREENWICH HOLDINGS LIMITED

By: /s/ Demetrios Antoniou Hannas    
Name:   Demetrios Antoniou Hannas
Title:  Director

JOHN FREDRIKSEN

By: /s/ John Fredriksen                        
Name:   John Fredriksen

C.K. Limited

By: /s/ Demetrios Antoniou Hannas    
Name:   Demetrios Antoniou Hannas
Title:  Director