-----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, QJZgqtej4nEen/pvx1uPLFPoubYr5dOEDMIkPmitPBz8h0K4LuTh/YbN4GiOgv04 BD5o2Fr+b0U0vzDt1W9gcQ== 0000897423-99-000219.txt : 19990927 0000897423-99-000219.hdr.sgml : 19990927 ACCESSION NUMBER: 0000897423-99-000219 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990924 GROUP MEMBERS: ALGENPAR, INC. GROUP MEMBERS: ALPINE CAPITAL LP GROUP MEMBERS: ALPINE CAPITAL, L.P. GROUP MEMBERS: J. TAYLOR CRANDALL GROUP MEMBERS: KEYSTONE, INC. GROUP MEMBERS: ROBERT M. BASS GROUP MEMBERS: ROBERT W. BRUCE III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERSEAS SHIPHOLDING GROUP INC CENTRAL INDEX KEY: 0000075208 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 132637623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-10333 FILM NUMBER: 99716131 BUSINESS ADDRESS: STREET 1: 1114 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2128691222 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALPINE CAPITAL LP CENTRAL INDEX KEY: 0000911382 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 3100 CITY: FORT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 817-390-8500 SC 13D/A 1 OVERSEAS SHIPHOLDING GROUP, INC. SCHEDULE 13D, AMEND. NO 8 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D** Under the Securities Exchange Act of 1934 (Amendment No. 8)* Overseas Shipholding Group, Inc. (Name of Issuer) Common Stock, Par Value $1.00 Per Share (Title of Class of Securities) 690368105 (Cusip Number) J. Taylor Crandall 201 Main Street, Suite 3100 Fort Worth, Texas 76102 (817) 390-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 23, 1999 (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 which 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 [ ]. *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). **The total number of shares of Stock reported herein is 1,841,200 shares, which constitutes approximately 5.1% of the total number of shares outstanding. All ownership percentages set forth herein assume that there are 36,242,797 shares of Stock outstanding. 1. Name of Reporting Person: Alpine Capital, L.P. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared 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): 0.0% 14. Type of Reporting Person: PN 1. Name of Reporting Person: Robert W. Bruce III 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared 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): 0.0% 14. Type of Reporting Person: IN 1. Name of Reporting Person: Algenpar, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared 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): 0.0% 14. Type of Reporting Person: CO 1. Name of Reporting Person: J. Taylor Crandall 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: -0- Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: -0- Person With 10. Shared 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): 0.0% 14. Type of Reporting Person: IN 1. Name of Reporting Person: Keystone, Inc. 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: WC 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: Texas 7. Sole Voting Power: 1,841,200 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,841,200 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,841,200 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.1% 14. Type of Reporting Person: CO - ------------ (1) Power is exercised through its President and sole director, Robert M. Bass. 1. Name of Reporting Person: Robert M. Bass 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / X / 3. SEC Use Only 4. Source of Funds: Not Applicable 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): / / 6. Citizenship or Place of Organization: USA 7. Sole Voting Power: 1,841,200 (1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 1,841,200 (1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,841,200 (1) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 5.1% 14. Type of Reporting Person: IN - ------------ (1) Solely in his capacity as President and sole director of Keystone, Inc. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amend their Schedule 13D Statement dated February 26, 1998, as amended by Amendment No. 1 dated April 17, 1998, Amendment No. 2 dated July 6, 1998, Amendment No. 3 dated August 3, 1998, Amendment No. 4 dated September 3, 1998, Amendment No. 5 dated October 15, 1998, Amendment No. 6 dated November 17, 1998 and Amendment No. 7 dated September 14, 1999 (the "Schedule 13D"), relating to the Common Stock, par value $1.00 per share (the "Stock"), of Overseas Shipholding Group, Inc. Item 1. SECURITY AND ISSUER. No material change. Item 2. IDENTITY AND BACKGROUND. Item 2(a) is hereby amended by adding at the end thereof the following: For purposes of future filings, Alpine, Bruce, Algenpar and Crandall shall no longer be Reporting Persons. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: The source and amount of the funds used by the Reporting Persons to purchase shares of Stock are as follows: REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS Alpine Not Applicable Not Applicable Bruce Not Applicable Not Applicable Algenpar Not Applicable Not Applicable Crandall Not Applicable Not Applicable Keystone Working Capital(1) $32,489,512.40 R. Bass Not Applicable Not Applicable (1) As used herein, the term "Working Capital" includes income from the business operations of the entity plus sums borrowed from banks and brokerage firm margin accounts to operate such business in general. None of the funds reported herein as "Working Capital" were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Stock. Item 4. PURPOSE OF TRANSACTION. No material change. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as follows: (a) ALPINE Alpine is not the beneficial owner of any shares of the Stock. BRUCE Bruce is not the beneficial owner of any shares of the Stock. ALGENPAR Algenpar is not the beneficial owner of any shares of the Stock. CRANDALL Crandall is not the beneficial owner of any shares of the Stock. KEYSTONE The aggregate number of shares of the Stock that Keystone owns beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 1,841,200, which constitutes approximately 5.1% of the outstanding shares of the Stock. R. BASS Because of his position as sole director of Keystone, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 1,841,200 shares of Stock, which constitutes approximately 5.1% of the outstanding shares of the Stock. To the best of the knowledge of each of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any Stock. (b) ALPINE Alpine has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. BRUCE Bruce has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. ALGENPAR Algenpar has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. CRANDALL Crandall has no power to vote or to direct the vote or to dispose or to direct the disposition of any shares of the Stock. KEYSTONE Acting through R. Bass, its President and sole director, Keystone has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,841,200 shares of the Stock. R. BASS As sole director and President of Keystone, R. Bass has sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,841,200 shares of the Stock. (c) On September 23, 1999, Alpine sold 1,064,400 shares of the Stock in a brokerage transaction at a price of $12.71 per share. Except as set forth in this paragraph (c), to the best of the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the Stock since the last filing on Schedule 13D. (d) Each of the Reporting Persons affirms that no person other than such Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock owned by such Reporting Person. (e) Not Applicable. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. No material change. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii) filed herewith. 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. DATED: September 24, 1999 ALPINE CAPITAL, L.P. By: /s/ Robert W. Bruce III Robert W. Bruce III, Manager /s/ Robert W. Bruce III ROBERT W. BRUCE III ALGENPAR, INC. By: /s/ J. Taylor Crandall J. Taylor Crandall, President /s/ J. Taylor Crandall J. TAYLOR CRANDALL /s/ W.R. Cotham W.R. Cotham, Attorney-in-Fact for: ROBERT M. BASS (1) KEYSTONE, INC. By: /s/ W.R. Cotham W.R. Cotham, Vice President (1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. EXHIBIT INDEX EXHIBIT DESCRIPTION 99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith. EX-99.1 2 JOINT FILING AGRMT FOR SCHED. 13D Exhibit 99.1 Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below. ALPINE CAPITAL, L.P. By: /s/ Robert W. Bruce III Robert W. Bruce III, Manager /s/ Robert W. Bruce III ROBERT W. BRUCE III ALGENPAR, INC. By: /s/ J. Taylor Crandall J. Taylor Crandall, President /s/ J. Taylor Crandall J. TAYLOR CRANDALL /s/ W.R. Cotham W.R. Cotham, Attorney-in-Fact for: ROBERT M. BASS (1) KEYSTONE, INC. By: /s/ W.R. Cotham W.R. Cotham, Vice President (1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of Robert M. Bass previously has been filed with the Securities and Exchange Commission. -----END PRIVACY-ENHANCED MESSAGE-----