0000919574-14-005017.txt : 20140828 0000919574-14-005017.hdr.sgml : 20140828 20140828163832 ACCESSION NUMBER: 0000919574-14-005017 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140828 DATE AS OF CHANGE: 20140828 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLAR LNG LTD CENTRAL INDEX KEY: 0001207179 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78990 FILM NUMBER: 141072258 BUSINESS ADDRESS: STREET 1: PAR LA VILLE PLACE STREET 2: 14 PAR LA VILLE ROAD, 4TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: 441-295-3494 MAIL ADDRESS: STREET 1: PAR LA VILLE PLACE STREET 2: 14 PAR LA VILLE ROAD, 4TH FLOOR CITY: HAMILTON STATE: D0 ZIP: HM 08 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENWICH HOLDINGS LTD. CENTRAL INDEX KEY: 0001386989 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3399 LIMASSOL STREET 2: P.O. BOX 3562 CITY: LIMASSOL STATE: G4 ZIP: CY-3399 BUSINESS PHONE: 011-357-5326 111 MAIL ADDRESS: STREET 1: 3399 LIMASSOL STREET 2: P.O. BOX 3562 CITY: LIMASSOL STATE: G4 ZIP: CY-3399 SC 13D/A 1 d6095382_13d-a.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
 
 
Golar LNG Limited
(Name of Issuer)
 
Common Shares, Par Value $1.00 Per Share
(Title of Class of Securities)
 
G9456A100
(CUSIP Number)
 
Dimitris Hannas
c/o Seatankers Management Co. Ltd.
P.O. Box 535632
CY 3399
Limassol, Cyprus
011 357 25 858300
 
with a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
August 25, 2014
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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.
 
* 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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Act (however, see the Notes).

 


 


CUSIP No. G9456A100
 

1
Name of Reporting Person
World Shipholding Ltd.
 
2
Check the appropriate box if a member of a group*
(a) þ
(b) o
3
SEC use only
4
Source of Funds
WC, OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
  o
6
Citizenship or Place of Organization
Liberia
 
Number of Shares Beneficially
Owned by Each Reporting
Person With
7
Sole Voting Power: 0
8
Shared Voting Power: 33,755,080 common shares
9
Sole Dispositive Power: 0
10
Shared Dispositive Power: 33,755,080 common shares
11
Aggregate Amount Beneficially Owned by each Reporting Person: 33,755,080 common shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 o
13
Percent of Class Represented by Amount in Row (11)
36.2%
14
Type of Reporting Person
HC, CO




 


 


CUSIP No. G9456A100
 

1
Name of Reporting Person
Greenwich Holdings Ltd.
 
2
Check the appropriate box if a member of a group*
(a) þ
(b) o
3
SEC use only
4
Source of Funds
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
  o
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: 33,755,080 common shares
9
Sole Dispositive Power: 0
10
Shared Dispositive Power: 33,755,080 common shares
11
Aggregate Amount Beneficially Owned by each Reporting Person: 3,755,080 common shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
  o
13
Percent of Class Represented by Amount in Row (11)
36.2%
14
Type of Reporting Person
HC, CO


 


 


CUSIP No. G9456A100
 

1
Name of Reporting Person
John Fredriksen *
 
2
Check the appropriate box if a member of a group*
(a) þ
(b) o
3
SEC use only
4
Source of Funds
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 o
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: 33,755,080 common shares
9
Sole Dispositive Power: 0
10
Shared Dispositive Power: 33,755,080 common shares
11
Aggregate Amount Beneficially Owned by each Reporting Person: 33,755,080 common shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 o
13
Percent of Class Represented by Amount in Row (11)
36.2%
14
Type of Reporting Person
IN

* Mr. Fredriksen may be deemed to beneficially own 33,755,080 shares of common stock, par value $1.00 per share (the "Common Shares"), of Golar LNG Limited through his indirect influence over World Shipholding Limited and Greenwich Holdings Ltd., the shares of which are indirectly held in trusts (the "Trusts"). The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 33,755,080 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 33,755,080 Common Shares.

 


 


CUSIP No. G9456A100
 

1
Name of Reporting Person
C.K. Limited
 
2
Check the appropriate box if a member of a group*
(a) þ
(b) o
3
SEC use only
4
Source of Funds
OO
5
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
  o
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: 33,755,080 common shares
9
Sole Dispositive Power: 0
10
Shared Dispositive Power: 33,755,080 common shares
11
Aggregate Amount Beneficially Owned by each Reporting Person: 33,755,080 common shares
12
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 o
13
Percent of Class Represented by Amount in Row (11)
36.2%
14
Type of Reporting Person
CO


 


 


CUSIP No. G9456A100
 

SCHEDULE 13D/A
Explanatory Note

The purpose of this Amendment No. 2 to the Schedule 13D is to report that World Shipholding Ltd. conveyed 3,000,000 Common Shares to Tor Olav Trøim, a director of the Issuer, on Agusut 25, 2014, which is described in Item 6 herein.

Item 1.  Security and Issuer.

This Schedule 13D relates to the shares of common stock, par value $0.01 per share, (the "Common Shares") of Golar LNG Limited, a Bermuda corporation (the "Issuer").  The principal executive office and mailing address of the Issuer is Par-La-Ville place, 14 Par-La-Ville Road, Hamilton HM 08 Bermuda.

Item 2.  Identity and Background

This Schedule 13D is being filed on behalf of:

(i) World Shipholding Limited, a Liberia corporation ("World Shipholding"); (ii) Greenwich Holdings Limited, a Cyprus holding company ("Greenwich"); (iii) John Fredriksen, a Cyprus citizen ("Mr. Fredriksen"); and (iv) C.K. Limited, a Jersey company.  World Shipholding, Greenwich, Mr. Fredriksen and C.K. Limited are collectively referred to as the "Reporting Persons."

The total Common Shares reported as beneficially owned by each of Greenwich, Mr. Fredriksen and C.K. Limited include the Common Shares reported as beneficially owned by World Shipholding.  Greenwich is the sole shareholder of World Shipholding.  World Shipholding is the the principal shareholder of the Issuer.  Mr. Fredriksen is the Chairman and President of the Issuer and may be deemed indirectly to have influence over Greenwich and World Shipholding, the shares of which are indirectly held in Trusts.  The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family.  C.K. Limited also indirectly controls Greenwich and World Shipholding and is the trustee of the Trusts.

(a., b., c. and f.) (i) The address of World Shipholding's principal place of business is P.O. Box 53562, CY3399 Limassol, Cyprus. The principal business of World Shipholding is acting as an investment holding company. The name, citizenship, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of World Shipholding's director is set forth below. World Shipholding does not have any executive officers.

Demetrios Antoniou Hannas
Director
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY - 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.

(ii) The address of Greenwich's principal place of business is P.O. Box 53562, CY3399 Limassol, Cyprus. The principal business of Greenwich is acting as an investment holding company. The name, citizenship, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of Greenwich's director is set forth below. Greenwich does not have any executive officers.

Demetrios Antoniou Hannas
Director
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY - 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.

(iii) Mr. Fredriksen is a citizen of Cyprus and his present principal occupation is as Chairman, Chief Executive Officer, President and a Director of Frontline Ltd. Mr. Fredriksen's principal business address is c/o Seatankers Co. Ltd., P.O. Box 53562 CY3399, Limassol Cyprus.

(iv) The address of C.K. Limited's principal place of business is 13 Castle Street, St Helier, Jersey JE4 5UT. The principal business of C.K. Limited is acting as trustee of the Trusts. The name, citizenship, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director is set forth below. C.K. Limited does not have any executive officers.
 


 


Demetrios Antoniou Hannas
Director
Mr. Hannas' principal business address is Deana Beach Apartments, Block 1, 4th Floor, Promachon Eleftherias Street, Ayios Athanasios, CY - 4103 Limassol, Cyprus. Mr. Hannas is a citizen of Cyprus.
 
 
 
Chris Bunt
Director
Mr. Bunt's principal business address is 13 Castle Street, St Helier, Jersey. Mr. Bunt is a citizen of Jersey.
 
 
 
Charles Guy Malet de Carteret
Director
Mr. Carteret's principal business address is 13 Castle Street, St Helier, Jersey. Mr. Carteret is a citizen of Jersey.
 
 
 
Simon Paul Alan Brewer
Director
Mr. Brewer's principal business address is 13 Castle Street, St Helier, Jersey. Mr. Brewer is a citizen of Jersey.

(d. and e.) To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2, has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.  Sources and Amount of Funds or Other Consideration

The source of funds for the purchases of 31,203,900 Common Shares held in the account of World Shipholding was $182.9 million, representing a portion of the working capital of World Shipholding and borrowings under loan agreements with companies affiliated with World Shipholding.

Pursuant to an agreement between the Issuer and World Shipholding dated April 26, 2011 (the "Subscription Agreement"), the Issuer agreed to acquire from World Shipholding 33,540,153 common shares of Golar LNG Energy Limited in exchange for 5,551,180 Common Shares.  These Common Shares were issued to World Shipholding on June 8, 2011.  No additional consideration was paid for these Common Shares.

None of the other persons named in response to Item 2 hold any Common Shares in their accounts.

Item 4.  Purpose of Transaction

The information contained in Item 3 above is incorporated herein by reference.  The acquisition of the Common Shares as described under Item 3 is solely for investment purposes.  The Reporting Persons evaluate their investments in the Common Shares on continual basis.

The Reporting Persons have no plans or proposals as of the date of this filing which, other than as set forth below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
 
Mr. John Fredriksen, the Chairman and President of the Issuer, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  In addition, certain Reporting Persons may be in contact with members of the Issuer's management, the members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.
 
The Reporting Persons reserve the right to effect transactions that would change the number of Common Shares it may be deemed to beneficially own. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others.
 


 


Item 5.  Interest in Securities of the Issuer.

(a.) – (b.) The aggregate number and percentage of Common shares beneficially owned by the Reporting Persons (on the basis of a total of 93,274,646 Common Shares issued and outstanding as of August 25, 2014) are as follows:

World Shipholding

 
a)
Amount beneficially owned:  36,755,080
Percentage:  36.2%
 
b)
Number of Common shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
0
 
 
ii.
Shared power to vote or to direct the vote:
33,755,080
 
 
iii.
Sole power to dispose or to direct the disposition of:
0
 
 
iv.
Shared power to dispose or to direct the disposition of:
33,755,080

Greenwich

 
a)
Amount beneficially owned:  36,755,080
Percentage:  36.2%
 
b)
Number of Common shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
0
 
 
ii.
Shared power to vote or to direct the vote:
33,755,080
 
 
iii.
Sole power to dispose or to direct the disposition of:
0
 
 
iv.
Shared power to dispose or to direct the disposition of:
33,755,080

Mr. Fredriksen

 
a)
Amount beneficially owned:  36,755,080
Percentage:  36.2%
 
b)
Number of Common shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
0
 
 
ii.
Shared power to vote or to direct the vote:
33,755,080
 
 
iii.
Sole power to dispose or to direct the disposition of:
0
 
 
iv.
Shared power to dispose or to direct the disposition of:
33,755,080
 
C.K. Limited

 
a)
Amount beneficially owned:  36,755,080
Percentage:  36.2%
 
b)
Number of Common shares to which the Reporting Person has:
 
 
 
i.
Sole power to vote or to direct the vote:
0
 
 
ii.
Shared power to vote or to direct the vote:
33,755,080
 
 
iii.
Sole power to dispose or to direct the disposition of:
0
 
 
iv.
Shared power to dispose or to direct the disposition of:
33,755,080

(c.) To the best knowledge of the Reporting Persons, no transactions were effected by the persons enumerated in Item 2 during the past 60 days other than the transactions described herein.
 
(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 shares beneficially owned by the Reporting Persons.
 
(e.) Not applicable.

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

3,000,000 Common Shares were conveyed  to Tor Olav Trøim, a director of the Issuer, on Agusut 25, 2014, in consideration of his years of service.

To the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Golar LNG Limited.

Item 7.  Material to be Filed as Exhibits.

Exhibit A
Joint Filing Agreement.
 
 
 
 


 


 

 

SIGNATURES

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

August 28, 2014

 
WORLD SHIPHOLDING LIMITED
 
 
 
 
 
 
 
By:
/s/ Demetrios Antoniou Hannas
 
Name:
Demetrios Antoniou Hannas
 
Title:
Director
 
 
 
 
 
 
 
GREENWICH HOLDINGS, LTD.
 
 
 
 
 
 
 
By:
/s/ Demetrios Antoniou Hannas
 
Name:
Demetrios Antoniou Hannas
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
/s/  John Fredriksen
 
John Fredriksen *
 
 
 
 
 
 
 
C.K. LIMITED
 
 
 
 
 
 
 
By:
/s/ Demetrios Antoniou Hannas
 
Name:
Demetrios Antoniou Hannas
 
Title:
Director





*The Reporting Person disclaims beneficial ownership in the Common shares reported herein except to the extent of his voting and dispositive interests therein. In addition, the Reporting Person has no pecuniary interest in the Common shares reported herein.

 





Exhibit A

JOINT FILING AGREEMENT

The undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D/A with respect to the securities of Golar LNG 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.

August 28, 2014

 
WORLD SHIPHOLDING LIMITED
 
 
 
 
 
 
 
By:
/s/ Demetrios Antoniou Hannas
 
Name:
Demetrios Antoniou Hannas
 
Title:
Director
 
 
 
 
 
 
 
GREENWICH HOLDINGS, LTD.
 
 
 
 
 
 
 
By:
/s/ Demetrios Antoniou Hannas
 
Name:
Demetrios Antoniou Hannas
 
Title:
Director
 
 
 
 
 
 
 
 
 
 
/s/  John Fredriksen
 
John Fredriksen
 
 
 
 
 
 
 
C.K. LIMITED
 
 
 
 
 
 
 
By:
/s/ Demetrios Antoniou Hannas
 
Name:
Demetrios Antoniou Hannas
 
Title:
Director