-----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, GneL2Ezs4H2IN9GdOHlXxW/HUo0MIftt7m+UO6+naTxUbRjIuetOG4V1uiv35cEV ngHmxKjJfzCaHbqkoB41UA== 0000950142-96-000659.txt : 19961204 0000950142-96-000659.hdr.sgml : 19961204 ACCESSION NUMBER: 0000950142-96-000659 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961203 SROS: NYSE SROS: PSE 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: 1934 Act SEC FILE NUMBER: 005-10333 FILM NUMBER: 96675400 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: FRIBOURG ENTERPRISES LP CENTRAL INDEX KEY: 0000905682 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10172 MAIL ADDRESS: STREET 1: 277 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10172 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) Overseas Shipholding Group, Inc. (Name of Issuer) Common Stock, par value $1 per share (Title of Class of Securities) 690368 10 5 (CUSIP Number) LAWRENCE G. WEPPLER, ESQ. 277 Park Avenue New York, NY 10172 Tel. No.: (212) 207-5455 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 25, 1996 (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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. Page 1 of 8 Pages SCHEDULE 13D CUSIP NO. 690368 10 5 PAGE 2 OF 8 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fribourg Enterprises L.P. 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) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 2,823,241 SHARES BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER 2,823,241 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,241 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% 14 TYPE OF REPORTING PERSON PN
SCHEDULE 13D CUSIP NO. 690368 10 5 PAGE 3 OF 8 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fribourg Grandchildren Family L.P. 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) [ ] Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 2,823,241 SHARES BENEFICIALLY OWNED BY EACH 8 SHARED VOTING POWER REPORTING PERSON -0- WITH 9 SOLE DISPOSITIVE POWER 2,823,241 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,241 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% 14 TYPE OF REPORTING PERSON PN
SCHEDULE 13D CUSIP NO. 690368 10 5 PAGE 4 OF 8 PAGES --------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Fribourg Investment Company L.P. 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) Not Applicable 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 2,823,241 BENEFICIALLY OWNED BY EACH REPORTING 8 SHARED VOTING POWER PERSON WITH -0- 9 SOLE DISPOSITIVE POWER 2,823,241 10 SHARED DISPOSITIVE POWER -0- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,823,241 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8% 14 TYPE OF REPORTING PERSON PN
CUSIP NO. 690368 10 5 PAGE 5 OF 8 The statement on Schedule 13D dated March 12, 1992 (the "Statement") filed by Fribourg Enterprises L.P., a Delaware limited partnership ("Fribourg Enterprises"), relating to the common stock, par value $1 per share, of Overseas Shipholding Group, Inc. (the "OSG Common Stock"), a Delaware corporation ("OSG"), and as amended by Amendment No. 1, dated April 19, 1993, is hereby amended and restated in its entirety as follows: ITEM 1. SECURITY AND ISSUER. a. Common Stock, par value $1 per share. b. Overseas Shipholding Group, Inc. 1114 Avenue of the Americas New York, New York 10036 ITEM 2. IDENTITY AND BACKGROUND a. Fribourg Grandchildren Family L.P. b. c/o Fribourg Enterprises L.P. c/o Fribourg Investment Company L.P. 277 Park Avenue New York, New York 10172 c. Not applicable. d. No. e. No. f. Not applicable. The following is the general partner of Fribourg Grandchildren Family L.P. aa. Fribourg Enterprises L.P. bb. c/o Fribourg Investment Company L.P. 277 Park Avenue New York, New York 10172 cc. Not applicable. dd. No. ee. No. ff. Not applicable. The following is the general partner of Fribourg Enterprises L.P. aaa. Fribourg Investment Company L.P. bbb. 277 Park Avenue New York, New York 10172 ccc. Not applicable. ddd. No. eee. No. fff. Not applicable. The following is the managing general partner of Fribourg Investment Company L.P. aaaa. Michel Fribourg bbbb. 277 Park Avenue New York, New York 10172 cccc. Chairman Emeritus of the Board Continental Grain Company 277 Park Avenue New York, New York 10172 CUSIP NO. 690368 10 5 PAGE 6 OF 8 dddd. No. eeee. No. ffff. United States ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Michel Fribourg and Fribourg Investment Company L.P. contributed by written instruments of transfer dated March 12, 1992, 1,282,513 and 1,540,728 shares of the common stock of the issuer, respectively, to Fribourg Enterprises L.P. Fribourg Enterprises L.P. contributed by written instruments of transfer dated October 25, 1996, 2,823,241 shares of common stock of the issuer to Fribourg Grandchildren Family L.P. ITEM 4. PURPOSE OF TRANSACTION With respect to each of the above partnerships, all of the shares are held for investment purposes. Michel Fribourg is a Director of the Company and as such exercises influence upon the Company's Board of Directors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. a. With respect to each of the above partnerships and individual, 2,823,241 shares of OSG Common Stock are beneficially owned, which constitutes approximately 7.8% of the issued and outstanding shares. b. Each of the above partnerships and individual has sole voting and dispositive power with respect to the 2,823,241 shares. c. None other than as specified in response to Item 3. d. Under the terms of the Fribourg Investment Company L.P. Partnership Agreement, the adult children of Michel Fribourg, and his wife have distribution rights with respect to the income of the partnership. Under the terms of the Amended and Restated Agreement of Limited Partnership of Fribourg Grandchildren Family L.P., Fribourg Enterprises L.P., Michel Fribourg, and Mary Ann Fribourg, as Trustee for various trusts on behalf of the descendants of Michel Fribourg, have distribution rights with respect to the income of the partnership. e. Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Michel Fribourg is the Managing Partner of Fribourg Investment Company L.P., which is the general partner of Fribourg Enterprises L.P., which is the general partner of Fribourg Grandchildren Family L.P., and as such he exercises ultimate control over the transfer and voting of the securities of the issuer owned by Fribourg Grandchildren Family L.P. The distribution of profits and losses of Fribourg Enterprises L.P. from all sources between Fribourg Investment Company L.P. and Michel Fribourg is governed by the terms of the Agreement and Certificate of Limited Partnership of Fribourg Enterprises L.P. dated March 12, 1992. The distribution of profits and losses of Fribourg Grandchildren Family L.P. from all sources, between Fribourg Enterprises L.P., Michel Fribourg, and Mary Ann Fribourg, as Trustee for trusts on behalf of the descendants of Michel Fribourg, is governed by the terms of the Amended and Restated Agreement of Limited Partnership of Fribourg Grandchildren Family L.P. dated October 25, 1996. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. See Exhibit A, Joint Filing Agreement. CUSIP NO. 690368 10 5 PAGE 7 OF 8 SIGNATURE 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: December 3, 1996 FRIBOURG GRANDCHILDREN FAMILY L.P. By: Fribourg Enterprises L.P., general partner By: Fribourg Investment Company L.P., general partner By: /s/ Michel Fribourg Michel Fribourg Managing General Partner FRIBOURG ENTERPRISES L.P. By: Fribourg Investment Company L.P., general partner By: /s/ Michel Fribourg Michel Fribourg Managing General Partner FRIBOURG INVESTMENT COMPANY L.P. By: /s/ Michel Fribourg Michel Fribourg Managing General Partner CUSIP NO. 690368 10 5 PAGE 8 OF 8 EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below each hereby agrees that the Schedule 13D filed herewith and any amendments thereto relating to the acquisition of shares of the Common Stock of the Company is filed jointly on behalf of each such person. Dated: November 27, 1996 FRIBOURG GRANDCHILDREN FAMILY L.P. By: Fribourg Enterprises L.P., general partner By: Fribourg Investment Company L.P., general partner By: /s/ Michel Fribourg Michel Fribourg Managing General Partner FRIBOURG ENTERPRISES L.P. By: Fribourg Investment Company L.P., general partner By: /s/ Michel Fribourg Michel Fribourg Managing General Partner FRIBOURG INVESTMENT COMPANY L.P. By: /s/ Michel Fribourg Michel Fribourg Managing General Partner -----END PRIVACY-ENHANCED MESSAGE-----