-----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, GJkJxNX0U3nh33fzGXqCm0nK1+3xfGBRuZS+GXbRaBTtuS40yK3hi/fRhZTlM0H1 u1J+AYJPfnBgkqE04Cl/Pg== 0000922423-02-001015.txt : 20020913 0000922423-02-001015.hdr.sgml : 20020913 20020913115931 ACCESSION NUMBER: 0000922423-02-001015 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020913 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIOPOULOS PETER C CENTRAL INDEX KEY: 0001142165 FILING VALUES: FORM TYPE: SC 13D/A 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 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61669 FILM NUMBER: 02763227 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 SC 13D/A 1 kl09025_sc13d-a.txt SCHEDULE 13D AMENDMENT NO. 1 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)1 (Amendment No. 1) General Maritime Corporation ---------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) Y2692M103 --------- (CUSIP Number) Peter C. Georgiopoulos General Maritime Corporation 35 West 56th Street New York, NY 10019 (212) 763-5600 with a copy to: Kramer Levin Naftalis & Frankel LLP 919 Third Avenue New York, NY 10022 Attn: Thomas E. Molner (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 12, 2002 ------------------ (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 [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 5 pages) - --------------------- 1 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). - -------------------------------------------------------------------------------- 13D Page 2 of 5 pages CUSIP No. Y2692M-10-3 - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS 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 SOURCE OF FUNDS* OO (see Item 3) - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,280,293(1) ------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH None ------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,280,293(1) ------------------------------------------------ 10 SHARED DISPOSITIVE POWER None - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,280,293(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT - ---------------------- 1 See response to Item 5. AMENDMENT NO. 1 TO SCHEDULE 13D This Amendment No. 1 (this "Amendment") to the Schedule 13D filed on August 12, 2002 (the "Schedule") by Peter C. Georgiopoulos (the "Reporting Person") relates to the Common Stock, $.01 par value per share (the "Common Stock"), of General Maritime Corporation, a Marshall Islands corporation (the "Issuer"). This Amendment reflects the implementation of the collar adjustment described in Item 5 of the Schedule and in Items 3 and 5 below and the resulting relinquishment of shares by the Reporting Person, which became final on September 12, 2002 in accordance with the terms of the Issuer's plan of recapitalization. Except as amended and supplemented hereby, the Schedule remains in full force and effect. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended and supplemented by adding the following paragraph immediately after the final paragraph thereof: A portion of the shares received by the Reporting Person in the recapitalization described in Item 5 below was initially deposited into a collar adjustment escrow account. Under the terms of the plan of recapitalization, the Reporting Person, through controlled entities, had the right to receive additional shares from the collar adjustment escrow account or was obligated to relinquish shares held in the collar adjustment escrow account, depending on the average closing price of common stock during the twenty trading days ending on June 12, 2002 (the one year anniversary of the IPO) or, if earlier, the time at which the issuer consummated a secondary offering or offerings of at least one-third of the shares issued in the recapitalization. No such offering occurred prior to June 12, 2002. Based on the closing prices for the twenty trading days ending on June 12, 2002, the Reporting Person was required to relinquish a net amount of 742,311.2 shares of Common Stock (the "Collar Shares") pursuant to the collar adjustment. The implementation of the collar adjustment and the resulting relinquishment of the Collar Shares by the Reporting Person became final on September 12, 2002 in accordance with the terms of the plan of recapitalization. Item 4. Purpose of Transaction. Item 4 is amended and supplemented by adding the following paragraph immediately after the first paragraph thereof: The relinquishment of the Collar Shares by the Reporting Person occurred pursuant to the terms of the Issuer's plan of recapitalization (as described in Item 5 below). Item 5. Interest in Securities of Issuer. The first paragraph of Item 5(a) of the Schedule is amended and restated in its entirety as follows: (a) The Reporting Person beneficially owns an aggregate of 2,280,293 shares of Common Stock, representing approximately 6.2% of the shares of Common Stock outstanding. An aggregate of 87,500 of these shares are issuable upon exercise of stock options which vested on June 15, 2002 (the "Vested Options"), which the Reporting Person received as compensation for services rendered to the Issuer in his role as Chairman and Chief Executive Officer of the Issuer. -3- Item 5(a) of the Schedule is further amended and supplemented by adding the following paragraph immediately after the fourth paragraph thereof: A portion of the shares received by the Reporting Person in the recapitalization and initially deposited into the collar adjustment escrow account was later relinquished by the Reporting Person in accordance with the terms of the plan of recapitalization, as described in Item 3 above. Item 5(c) of the Schedule is amended and restated in its entirety as follows: (c) Not applicable. -4- SIGNATURE After reasonable inquiry and to the best knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such undersigned is true, complete and correct. Dated: September 13, 2002 /s/ Peter C. Georgiopoulos ------------------------------- Peter C. Georgiopoulos -----END PRIVACY-ENHANCED MESSAGE-----