-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tQevMhAoPtGZFeUaOnei5KeAfGZNqg+go1fXknA1BmUQ8wU8aeiCTPBEcWitEstY CH6Img+xW6V1lxdSk6n6jg== 0000901874-94-000002.txt : 19940527 0000901874-94-000002.hdr.sgml : 19940527 ACCESSION NUMBER: 0000901874-94-000002 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940526 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OVERSEAS SHIPHOLDING GROUP INC CENTRAL INDEX KEY: 0000075208 STANDARD INDUSTRIAL CLASSIFICATION: 4412 IRS NUMBER: 132637623 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10333 FILM NUMBER: 94530720 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: OSG HOLDINGS CENTRAL INDEX KEY: 0000923119 STANDARD INDUSTRIAL CLASSIFICATION: 0000 IRS NUMBER: 133022662 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 511 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2125781640 SC 13D/A 1 OSG HOLDINGS SC 13D/A AMENDMENT NO.3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) OVERSEAS SHIPHOLDING GROUP, INC. (Name of Issuer) Common Stock (Par Value $1.00 per share) (Title of Class of Securities) 690368 10 5 (Cusip Number) Howard A. Shapiro, Esq., Proskauer Rose Goetz & Mendelsohn 1585 Broadway, New York, N.Y. 10022 (212) 969-3345 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 10, 1994 (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(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON OSG HOLDINGS 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] 3. SEC USE ONLY 4. SOURCE OF FUNDS 00 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ X ] 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York 7. SOLE VOTING POWER 2,986,416 NUMBER OF SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING 2,986,416 PERSON WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,986,416 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.2% 14. TYPE OF REPORTING PERSON PN OSG HOLDINGS, a New York partnership ("OSGH"), hereby files as an amendment to its Schedule 13D pursuant to Section 13(d)(2) of the Securities Exchange Act of 1934 (the "Act") and the Rules thereunder, by amending and restating Item 2 thereof and providing supplemental information: ITEM 1. SECURITY AND ISSUER. Common Stock, par value $1.00, of Overseas Shipholding Group, Inc., a Delaware corporation (the "Issuer"), 1114 Avenue of the Americas, New York, New York 10036. ITEM 2. IDENTITY AND BACKGROUND. OSGH is a general partnership organized under the laws of the State of New York. Its principal business is ownership of shares of Common Stock of the Issuer. Its address is 511 Fifth Avenue, New York, New York 10017. The general partners in OSGH, their respective percentage interests in OSGH, and information concerning each of them, is as follows: Hermann Merkin and members of his family ("Merkin") (37.34%), 415 Madison Avenue, New York, N.Y. 10017. Principal occupation or employment Member, New York Stock Exchange. EST Associates L.P. ("EST") (36.68%), a New York limited partnership. Its principal business is ownership of interests in the Issuer. EST's address is 275 Madison Avenue, Suite 902, New York, N.Y. 10016. The principal partner in EST is Vivian Ostrovsky, 4 Avenue de Montespan, Paris, France, who is a private investor (self-employed). Michael A. Recanati ("MAR") (0.57%), 1114 Avenue of the Americas, New York, N.Y. 10036, whose principal employment is as Executive Vice President of the Issuer. Samuel Rosenbloom ("Rosenbloom") (0.41%), 511 Fifth Avenue, New York, N.Y. 10017, whose principal employment is as Senior Vice President and Secretary of Maritime Overseas Corporation (ship agents and brokers), 511 Fifth Avenue, New York, N.Y. 10017. Raphael Recanati and Diane Recanati, as tenants in common (individually "R. Recanati and D. Recanati, respectively, and together, "the Recanatis") (25%), 511 Fifth Avenue, New York, N.Y. 10021. R. Recanati's principal employment is as President of Finmar Equities Co. (shipping, finance and banking), 511 Fifth Avenue, New York, N.Y. 10017. D. Recanati is a sculptor (self-employed). R. Recanati is a director of IDB Holding Corporation Ltd. and several of its subsidiaries. On February 16, 1994, following a lengthy trial in the District Court of Jerusalem, State of Israel, the four largest banks in that country, including Israel Discount Bank Limited, and its former parent IDB Holding Corporation Ltd., and members of their senior management were found guilty, in connection with acts that occurred prior to October 1983, of engaging in fraudulent securities transactions and making false statements within the meaning of certain provisions of that country's banking, securities and other laws. The violations involve activities, which terminated in October 1983, relating to shares of these Israeli institutions. R. Recanati was chief executive officer of Israel Discount Bank Limited and is among the defendants found guilty. He received a sentence of eight months and a suspended sentence of two years, both of which were stayed pending the outcome of an appeal being made to the Supreme Court of Israel; he was also fined approximately $200,000. R. Recanati has categorically denied any wrongdoing. None of the activities in question relate to or involve the Issuer or its business or OSGH in any way. Each of the individuals listed above is a citizen of the United States, except R. Recanati who is a citizen of Israel and D. Recanati who is a citizen of the United Kingdom. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The following information was furnished in Schedule 13D filed in April, 1980: "OSGH was organized on April 21, 1980. Each of the partners contributed to OSGH shares of the Company as follows: Merkin - 599,457 shares JSH - 599,706 EST - 586,869 Neuman - 7,136 Rosenbloom - 6,468 The Recanatis - 599,878 --------- 2,399,514 shares Except for the shares contributed by the Recanatis, all these shares were received by the respective partners on the liquidation of an investment partnership in which they had been partners for more than ten years and which had held all the shares since its inception (except those shares that had been received as stock dividends or in stock splits). The shares contributed to OSGH by the Recanatis had been owned by them for more than ten years (except those shares that had been received as stock dividends or in stock splits). No payments were involved in the organization of OSGH or the transfer of shares of the Company to OSGH." The information above was amended and supplemented by Amendment No. 2 filed to the Schedule 13D which is described after Item 7 below. ITEM 4. PURPOSE OF THE TRANSACTION. The following information was furnished in Schedule 13D filed in April, 1980: "OSGH was organized for the purpose of combining in one entity, under the terms of the Partnership Agreement referred to in Item 6, the ownership, including voting, of the 2,399,514 shares of Common Stock of the Issuer contributed to OSGH. Neither OSGH nor, except as indicated below, any of the persons named in Item 2 has any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities 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) Changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. "As described in Item 5 below the persons named in Item 2 own individually or have interests in shares of Common Stock of the Issuer other than those owned by OSGH, and one or more of such persons may from time to time dispose of some of such shares or interests or acquire additional shares of the Issuer. "As directors of the Company, Merkin, R. Recanati and Stephen Shalom may from time to time consider, or participate in action of the Board of Directors involving, one or more of the matters listed in (b) through (j) above. In this connection, the Board of Directors at its meeting on March 18, 1980 adopted resolutions recommending approval by the shareholders at their 1980 annual meeting of an increase in the authorized shares of the Common Stock of the Issuer from 20 million to 30 million." The information above was amended and supplemented by Amendment No. 2 filed to the Schedule 13D which is described after Item 7 below. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The following information was furnished in Schedule 13D filed in April, 1980: "(a) and (b) OSGH owns 2,399,514 shares of Common Stock of the Issuer (13.9% of the total shares outstanding), all of which were acquired upon the organization of OSGH by contribution from the partners. OSGH has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of these shares. "Merkin, EST, JSH and R. Recanati may be deemed, by reason of being substantial partners in OSGH, to share the power to vote or to direct the vote and to dispose or to direct the disposition of such shares. Stephen Shalom and Henry Shalom may have similar shared power by reason of their being the principal partners in JSH, and Vivian Ostrovsky may be deemed to have similar shared power by reason of being the principal partner in EST. (Neuman and Rosenbloom are not considered to have such shared power in view of their small interests in OSGH, and D. Recanati is not considered to have such shared power since the Recanatis' interest in OSGH is by agreement voted solely by R. Recanati.) The beneficial ownership of each of the persons listed in Item 2 in shares of Common Stock of the Issuer is as follows: Merkin - 2,818,177 shares (16.4% of the total outstanding shares of the Issuer), including 358,033 shares (2.1%) which Merkin has the sole power to vote and to dispose and 2,460,144 shares (14.3%) which Merkin has shared power to vote and dispose (consisting of 2,399,514 shares held by OSGH, and 60,630 shares held by Leib Merkin, Inc., a New York corporation, Suite 3502, 1 New York Plaza, New York, N.Y. 10004, of which Merkin is an officer, director and shareholder and the remaining interests in which are held by relatives). JSH - 2,406,663 shares (14.0%), including 7,149 shares which JSH has the sole power to vote and dispose and 2,399,514 Shares (13.9%) held by OSGH as to which JSH has shared power to vote and dispose. EST - 2,924,008 shares (17.0%), including 524,494 shares (3.1%) which EST has the sole power to vote and dispose and 2,399,514 shares (13.9%) held by OSGH as to which EST has shared power to vote and dispose. R. Recanati - 3,289,215 shares (19.1%), including 465,507 shares (2.7%) which he has the sole power to vote and dispose, and 2,823,708 shares (16.4%) as to which he shares the power to vote and dispose (consisting of 2,399,514 shares (13.9%) owned by OSGH, 223,335 shares (1.3%) owned jointly with D. Recanati and 200,859 shares (1.2%) owned by Cargo Ships "El-Yam" Limited, P.O. Box 2303, Tel Aviv, Israel, an Israel corporation engaged in the shipping business, of which he is a managing director and shareholder.) Neuman - 74,368 shares (0.4%), including 15,052 shares which he has the sole power to vote and dispose and 59,316 shares as to which he has shared power to vote and dispose (consisting of 4,203 shares held jointly with his wife and 55,113 shares held jointly as co-trustee with Rosenbloom). Rosenbloom - 61,768 shares (0.4%), including 6,394 shares which he has the sole power to vote and dispose and 55,374 shares as to which he has shared power to vote and dispose (consisting of 261 shares held jointly with his wife and 55,113 shares held jointly as co-trustee with Neuman). D. Recanati - 223,335 shares (1.3%) as to which she shares the power to vote and dispose with R. Recanati by reason of the fact that such shares are owned by the Recanatis jointly. Stephen Shalom - 2,688,496 shares (15.6%), including 281,833 shares (1.6%) which he has sole power to vote and dispose, and 2,406,663 shares (14.0%) as to which he shares the power to vote and dispose (consisting of 2,399,514 shares (13.9%) held by OSGH and 7,149 shares held by JSH). Henry Shalom - 2,499,726 shares (14.5%), including 93,063 shares (0.5%) which he has sole power to vote and dispose, and 2,406,663 shares (14.0%) as to which he shares the power to vote and dispose (consisting of 2,399,514 shares (13.9%) held by OSGH and 7,149 shares held by JSH). Vivian Ostrovsky, 2,924,008 shares (17.0%) as to which she is deemed to share the power to vote and dispose by reason of being the principal partner in EST (see above). "(c) No transactions in shares of Common Stock of the Issuer were effected within the past 60 days by OSGH or any of the persons named in Item 2, except as set forth in Item 3 and except as follows: (1) In March 1980, the Issuer distributed shares of Common Stock in a 3-for-2 stock split. (All information on beneficial ownership of shares herein gives effect to the stock split.) (2) In March 1980, Merkin sold an aggregate of 26,750 shares of Common Stock of the Issuer in transactions on the New York Stock Exchange, as follows: Amount of Sale Price Date Securities Sold Per Share - ----- --------------- ---------- 3/13/80 1,500 (1) $23.50 (1) 3/13/80 1,500 (1) 23.33 (1) 3/14/80 1,500 (1) 22.67 (1) 3/14/80 300 (1) 22.83 (1) 3/17/80 450 (1) 22.00 (1) 3/18/80 500 21.50 3/18/80 2,700 20.75 3/19/80 6,300 21.25 3/19/80 500 21.125 3/20/80 500 21.25 3/20/80 200 20.50 3/25/80 500 19.625 3/25/80 500 19.50 3/25/80 4,800 19.25 3/25/80 5,000 19.00 -------- 26,750 (1) Adjusted to give effect to 3 for 2 stock split. Mr. Merkin also disposed of 3,700 shares by gifts on March 21, 1980 and 750 shares by gift on March 18, 1980. (3) In March 1980, JSH distributed to the partners therein, on a pro rata basis, 149,448 shares of Common Stock of the Issuer, including 32,880 shares distributed to each of Stephen Shalom and Henry Shalom. "(d) The right to receive and the power to direct the receipt of dividends or the proceeds of sale of the shares of Common Stock of the Issuer referred to in Item 5 (a) and (b) are held by the persons who are the beneficial owners thereof as disclosed therein, except as follows: (1) As to shares owned by OSGH - the partners thereof, in proportion to their respective partnership interests; (2) As to shares held by JSH - Stephen Shalom, 22%; Henry Shalom, 22%; other persons, 56%. (3) As to shares held by EST - Vivian Ostrovsky, 90.13%; another person, 9.87%. (4) As to shares held by Neuman and Rosenbloom, as co-trustees - the beneficiaries of such trust; (5) As to shares held by corporations - the respective entities which hold such shares. (6) As to shares owned jointly by two persons - said persons. No person described in this Item 5(d), who is not specifically identified in Item 5(a) and (b), has an interest which relates to more than 5% of the outstanding Common Stock of the Issuer. "(e) Not applicable." Item 5 above was amended and supplemented as follows by Amendment No. 1 to Schedule 13D filed in March, 1981: "No change, except as follows: (a) and (b) Michael Recanati is not considered to have shared power to vote or to direct the vote or to dispose or to direct the disposition of shares of Common Stock of the Issuer held by OSGH. Michael Recanati does not own any shares of Common Stock of the Issuer. There have been changes, not material, in the beneficial ownership of certain of the persons listed in Item 2 in shares of Common Stock of the Issuer in which OSGH has no interest. (c) No transactions in shares of Common Stock of the Issuer were effected within the past 60 days by OSGH or any of the persons named in Item 2, except as follows: (1) Mr. Merkin sold 10,000 shares of Common Stock of the Issuer in a transaction on the New York Stock Exchange on January 27, 1981 at a sale price of $46.50 per share. (2) Mr. Merkin disposed of 581 shares of Common Stock of the Issuer on March 30, 1981 by charitable gift. (3) JSH disposed of 7,149 shares of Common Stock of the Issuer on January 28, 1981 by charitable gift. (4) Henry Shalom disposed of 563 shares of Common Stock of the Issuer on January 27, 1981 by charitable gift." The information above was amended and supplemented by Amendment No. 2 filed to the Schedule 13D which is described after Item 7 below. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The following information was furnished in Schedule 13D filed in April, 1980: "Reference is made to the information contained in Item 2 and Item 5 with respect to relationships between persons named herein and between such persons and others with respect to securities of the Issuer. Under the Partnership Agreement of OSGH voting rights in respect of OSGH's shares of the Issuer are to be exercised in accordance with the decision of the partners holding 75% or more in interest in the partnership, except that if management of the Issuer solicits proxies solely in respect of the election of directors and selection of auditors, the shares are to be voted in accordance with the recommendation of management unless otherwise determined by partners holding 75% or more in interest in the partnership. Profits of OSGH and proceeds of the sale of any securities owned by OSGH are to be distributed to the partners annually, in proportion to their respective partnership interests. Securities may be sold, transferred, pledged or encumbered only upon authorization of partners owning 75% or more in interest in the partnership. The Partnership Agreement also provides that any vote or consent in respect of the Recanatis' partnership interest is to given or made by R. Recanati as long as he has an interest therein. Reference is made to the Partnership Agreement of OSGH annexed as an Exhibit to this Schedule 13D for further information concerning the terms thereof." Item 6 above was amended and supplemented as follows by Amendment No. 1 to Schedule 13D filed in March, 1981: "The second sentence under Item 6 is amended to read: 'Under the Partnership Agreement of OSGH voting rights in respect of OSGH's shares of the Issuer are to be exercised in accordance with the decision of the partners holding 75% or more in interest in the partnership, except that if management of the Issuer solicits proxies, the shares are to be voted in accordance with the recommendation of management unless otherwise determined by partners holding 75% or more in interest in the partnership.'" The information above was amended and supplemented by Amendment No. 2 filed to the Schedule 13D which is described after Item 7 below. ITEM 7. EXHIBITS. The following information was furnished in Schedule 13D filed in April, 1980: "(1) Partnership Agreement of OSG Holdings." Item 7 above was amended and supplemented as follows by Amendment No. 1 to Schedule 13D filed in March, 1981: "(1) Conformed copy of Amendment dated March 19, 1981 to the Partnership Agreement of OSGH." Items 3, 4, 5, 6 and 7 above, as heretofore amended and supplemented, were amended and supplemented as follows by Amendment No. 2 to Schedule 13D filed in September, 1989: "On September 21, 1989, JSH Associates withdrew as a partner in OSGH, and the partnership distributed shares of the Issuer as follows: to JSH, 1,119,422 shares; to Raphael Recanati and Diane Recanati jointly, 373,141 shares. As a result of this distribution and other transactions in shares of the Issuer that have occurred since the filing of Amendment No. 1 to OSGH's Schedule 13D and more than 60 days prior to the date hereof, OSGH's beneficial ownership of shares of the Issuer (after giving effect to a 7-for-5 stock split in 1989) was reduced to 2,986,416 shares (representing 8.3% of the shares of the Issuer outstanding as of June 30, 1989, as reported on the Issuer's Form 10Q for the quarter ended on that date). As a result of the withdrawal of JSH, the present partners in OSGH and their respective percentage interests in OSGH are as set forth in Paragraph 4 of the Amendment dated as of September 21, 1989 to the Partnership Agreement of OSGH, a copy of which is filed herewith, pursuant to Item 7 of Schedule 13D. Except for the transfers of shares by - ------- OSGH to JSH Associates and to Raphael Recanati and Diane Recanati described above, neither OSGH nor any of the persons listed in Paragraph 4 of said Amendment has engaged in any transactions in shares of the Issuer within the past 60 days. Exhibit: Amendment dated as of September 21, 1989 to Partnership Agreement of OSG Holdings." SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. May 25, 1994 ----------------------------------- Dated OSG HOLDINGS By /S/SAMUEL ROSENBLOOM -------------------------------- Signature OSG HOLDINGS ---------------------------------- Name -----END PRIVACY-ENHANCED MESSAGE-----