-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I8dKhH++SZekxSuGPO65u8gUFv8iu1T99jszbUeGW1z+ibNsevAA+qNc4P+YCsL3 cz+fiaNKZjGuYj/xjjT8CQ== 0000922423-02-000167.txt : 20020414 0000922423-02-000167.hdr.sgml : 20020414 ACCESSION NUMBER: 0000922423-02-000167 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MARITIME CORP/ CENTRAL INDEX KEY: 0001127269 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 061597083 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-61669 FILM NUMBER: 02540365 BUSINESS ADDRESS: STREET 1: 35 WEST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127635600 MAIL ADDRESS: STREET 1: 35 WEST 56TH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MARITIME CORP DATE OF NAME CHANGE: 20001026 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL MARITIME SHIP HOLDINGS LTD DATE OF NAME CHANGE: 20010124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIOPOULOS PETER C CENTRAL INDEX KEY: 0001142165 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GENERAL MARITIME CORP STREET 2: 35 WEST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127635600 SC 13G 1 kl02025_sc13g.txt SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 General Maritime Corporation ---------------------------- (Name of Issuer) Common Stock, $.01 par value ---------------------------- (Title of Class of Securities) Y2692M103 --------- (CUSIP Number) December 31, 2001 ---------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |_| Rule 13d-1(c) |X| Rule 13d-1(d) ------------ Page 1 of 6 Pages SCHEDULE 13G CUSIP No. Y2692M103 Page 2 of 6 Pages - ------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Peter C. Georgiopoulos - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER 5) SOLE VOTING POWER OF SHARES 2,971,478.8(1) BENEFICIALLY --------------------------------------------------- OWNED BY 6) SHARED VOTING POWER EACH REPORTING None PERSON --------------------------------------------------- WITH 7) SOLE DISPOSITIVE POWER 2,971,478.8(1) --------------------------------------------------- 8) SHARED DISPOSITIVE POWER None - ------------------------------------------------------------------------------- 9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,971,478.8(1) - ------------------------------------------------------------------------------- 10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - ------------------------------------------------------------------------------- 11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% - ------------------------------------------------------------------------------- 12) TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- - ------------------ (1) See response to Item 4. -2- Schedule 13G Item 1(a). Name of Issuer: General Maritime Corporation Item 1(b). Address of Issuer's Principal Executive Offices: 35 West 56th Street New York, NY 10019 Item 2(a). Name of Person Filing: Peter C. Georgiopoulos Item 2(b). Address of Principal Business Office or, if None, Residence: c/o General Maritime Corporation 35 West 56th Street New York, NY 10019 Item 2(c). Citizenship: United States Item 2(d). Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e). CUSIP Number: Y2692M103 Item 3. If this statement is filed pursuant to ss.ss. 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: (a) |_| Broker or Dealer Registered Under Section 15 of the Act (15 U.S.C. 78o) (b) |_| Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c) (c) |_| Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) (d) |_| Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) (e) |_| Investment Adviser in accordance withss. 240.13d-1(b)(1)(ii)(E) (f) |_| Employee benefit plan or endowment fund in accordance withss.240.13d-1(b)(1)(ii)(F) (g) |_| Parent Holding Company or control person in accordance withss.240.13d-1(b)(ii)(G) -3- (h) |_| Savings Association as defined inss.3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) |_| Church plan that is excluded from the definition of an investment company under ss.3(c)(15) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) |_| Group, in accordance withss.240.13d-1(b)(ii)(J) Item 4. Ownership. (a) Amount beneficially owned: 2,971,478.8 (b) Percent of class: 8.0% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 2,971,478.8 (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 2,971,478.8 (iv) Shared power to dispose or to direct the disposition of: None The reporting person, directly or through controlled entities, received the reported shares in a recapitalization of the issuer on June 12, 2001, the date of the issuer's initial public offering. As part of the recapitalization, the reporting person received shares in exchange for his general partnership interests in seven limited partnerships owning ocean-going tanker vessels that were contributed by various persons in the recapitalization to the issuer. The reporting person also received shares in exchange for a management company contributed to the issuer. Under the exchange formula relating to the management company, the reporting person received that number of shares which, when valued at the IPO price, were equal in value to 10% of the difference between (i) the aggregate adjusted net asset value of 22 vessels contributed by various persons (directly or indirectly) to the issuer (based on a formula prescribed for this purpose) and (ii) the pre-IPO capitalization of the issuer. Approximately 1,352,034 of the shares received by the reporting person in the recapitalization were deposited into a series of escrow accounts. Of these, approximately 297,149 were deposited into a purchase price calculation escrow account, approximately 297,149 were deposited into an indemnity escrow account and approximately 757,736 were deposited in a collar adjustment escrow account. Shares in the price calculation escrow account may be reallocated at a later date based upon the closing balance sheets of the entities and assets contributed by various persons to the issuer as of the time of the recapitalization. Shares in the indemnity escrow account may be recovered by the issuer in the event of a breach of representations and warranties made as of the time of closing of the recapitalization. In the event of such an indemnity payment, the reporting person may be required to deliver to the issuer shares in addition to those held for his account in the indemnity escrow. The reporting person, through controlled entities, will have the right to receive additional shares from the collar adjustment escrow or be obligated to relinquish shares held in this escrow depending on the price of the issuer's common stock on June 12, 2002 (the one year anniversary of the IPO) or, if earlier, the time at which the issuer consummates a secondary offering or offerings of at least one-third of the shares issued in the recapitalization. -4- The reporting person will receive additional shares if the subsequent reference price is above the IPO price and will be required to relinquish shares if the reference price is below the IPO price, according to a specified formula, but in no event will the reporting person be entitled to receive more than 485,834 shares or be required to relinquish more than 757,736 shares. The reporting person controls entities which are non-managing members of certain limited liability companies which exchanged vessel-owning subsidiaries for shares of the issuer subsequent to the closing of the recapitalization. Those shares have not been distributed by the limited liability companies to their members, and, accordingly, the reporting person's interest in such shares is not reported on the schedule. The foregoing transactions are further described in the issuer's Registration Statement on Form S-1 (File No. 333-49814) under the captions "Recapitalization and Acquisitions", "Principal Shareholders" and "Certain Relationships and Related Transactions". Item 5. Ownership of Five Percent or Less of a Class. Not applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable Item 8. Identification and Classification of Members of the Group. Not applicable Item 9. Notice of Dissolution of Group. Not applicable Item 10. Certification. Not applicable -5- SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. February 13, 2002 --------------------- Date /s/ Peter C. Georgiopoulos ---------------------------- Signature Peter C. Georgiopoulos ---------------------------- Name/Title -6- -----END PRIVACY-ENHANCED MESSAGE-----