-----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, PPPM2rHrvTl66kl6IgqSF7rnm7FQbbZJaaqkXg0aMnbZ33V0lGOEamt4lYz1P6MY iQ6MtpFOJ71gQgzkHJTBJw== 0000914121-98-000478.txt : 19980701 0000914121-98-000478.hdr.sgml : 19980701 ACCESSION NUMBER: 0000914121-98-000478 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980630 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OMI CORP CENTRAL INDEX KEY: 0000732780 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 132625280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-38323 FILM NUMBER: 98657329 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2129861960 MAIL ADDRESS: STREET 1: 90 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN MARINE INC DATE OF NAME CHANGE: 19831212 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DU MOULIN RICHARD T CENTRAL INDEX KEY: 0001065094 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MARINE TRANSPORT CORP STREET 2: 1200 HARBOR BOULEVARD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 BUSINESS PHONE: 2013300200 MAIL ADDRESS: STREET 1: C/O MARINE TRANSPORT CORP STREET 2: 1200 HARBOR BOULEVARD CITY: WEEHAWKEN STATE: NJ ZIP: 07087 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Marine Transport Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.50 - -------------------------------------------------------------------------------- (Title of Class of Securities) 567912 10 0 ------------------------------------------------------ (CUSIP Number) Louis J. Bevilacqua, Esq., Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, NY 10038 (212) 504-6000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 18, 1998 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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(b) 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). CUSIP NO. 567912 10 0. ----------- SCHEDULE 13D CUSIP NO. 567912 10 0. ----------- 1 NAME OF REPORTING PERSON Richard T. du Moulin S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------- ------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)(a) |_| (b) |X| - ------- ------------------------------------------------------------------------ 3 SEC USE ONLY - ------- ------------------------------------------------------------------------ 4 SOURCE OF FUNDS (See Instructions) 00 - ------- ------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| - ------- ------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- ------ --------------------------------------------------- 7 SOLE VOTING POWER 511,773 ------ --------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 6,808 BENEFICIALLY OWNED BY EACH REPORTING ------ --------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 511,773 ------ --------------------------------------------------- 10 SHARED DISPOSITIVE POWER 6,808 - ------- ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 518,581 - ------- ------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) |_| - ------- ------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.24% - ------- ------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON (See Instructions) IN Item 1. Security and Issuer. This statement relates to shares of common stock, $.50 par value per share (the "Common Stock"), of Marine Transport Corporation, formerly known as OMI Corp. (the "Corporation"). The Corporation's principal executive office is located at 1200 Harbor Boulevard, Weehawken, New Jersey 07087. Item 2. Identity and Background. (a) This statement is being filed by Richard T. du Moulin (the "Reporting Person"). (b) The business address of the Reporting Person is: Marine Transport Corporation, 1200 Harbor Boulevard, Weehawken, New Jersey 07087. (c) The Reporting Person's present principal occupation is: Chairman, President and Chief Executive Officer of Marine Transport Corporation, a Delaware corporation, with a principal place of business at 1200 Harbor Boulevard, Weehawken, New Jersey 07087. (d) During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he 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. (f) The Reporting Person is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. On June 18, 1998, the Corporation completed its acquisition (the "Acquisition") of 100% of the issued and outstanding common stock of Marine Transport Lines, Inc. ("MTL") from selling shareholders of MTL ("MTL Shareholders") in exchange for 17,845,541 shares of the Corporation's common stock, par value $.50 per share (the "Common Stock"). The Reporting Person was one of the MTL Shareholders and sold 637,547 shares of common stock of MTL in exchange for 5,117,736 shares of the Common Stock. Steamboat Road Holdings, Inc. ("Steamboat"), a Delaware corporation of which the Reporting Person is a stockholder, director and officer, sold 7,710 shares of common stock of MTL in exchange for 61,892 shares of the Common Stock and Larchmont Partners L.P. ("Larchmont"), a Delaware limited partnership of which Steamboat was the general partner, sold 77,070 shares of common stock of MTL in exchange for 618,660 shares of Common Stock. On June 18, 1998, the Corporation effected a 1 for 10 reverse stock split of the Common Stock. On June 29, 1998, Larchmont was dissolved and a Certificate of Cancellation was filed. In connection therewith, all of the assets of Larchmont were distributed to its partners, and Steamboat, as general partner, received 619 shares of the Common Stock. After giving effect to the reverse stock split and the liquidation of Larchmont, the Reporting Person owns 511,773 shares of the Common Stock of the Corporation directly and 6,808 indirectly through Steamboat. Item 4. Purpose of Transaction. The Reporting Person does not have any present plan or proposal as a stockholder which relates to, or would result in any action with respect to, the matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D. In the future, the Reporting Person may purchase additional shares of the Common Stock of the Corporation in the open market or in private transactions. Item 5. Interest in Securities of the Issuer. (a) As of June 26, 1998, the Corporation had issued and outstanding 5,611,639 shares of Common Stock. The Reporting Person is the beneficial owner of 518,581 shares of Common Stock or 9.2% of the outstanding Common Stock, consisting of (i) 511,773 shares of Common Stock owned directly and (ii) 6,808 shares of Common Stock owned indirectly through Steamboat. (b) The Reporting Person has the sole power to vote, or to direct the vote of, 511,773 shares of Common Stock, and shared power to vote, or to direct the vote of, 6,808 shares of Common Stock; and sole power to dispose of, or to direct the disposition of, 511,773 shares of Common Stock and shared power to dispose of, or to direct the disposition of, 6,808 shares of Common Stock. (c) See Item 3. (d) 6,808 shares of the Common Stock of the Corporation are held by Steamboat Road Holdings, Inc., of which the Reporting Person is a stockholder. The other stockholders of Steamboat are Paul B. Gridley and Mark L. Filanowki. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 6,808 shares of the Common Stock of the Corporation are held by Steamboat Road Holdings, Inc., of which the Reporting Person is a stockholder. The other stockholders of Steamboat are Paul B. Gridley and Mark L. Filanowki. Item 7. Material to Be Filed as Exhibits. Exhibit A - Acquisition Agreement dated as of September 15, 1997, by and among OMI Corp., Universal Bulk Carriers, Inc., Marine Transport Lines, Inc. and the persons set forth on Exhibit A attached thereto, incorporated by reference to Exhibit 10.13 to the Form 10-Q Report of the Company for the quarterly period ended September 30, 1997 (File No. 000-11573). 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. Date: June 29, 1998 Richard T. du Moulin ____________________ -----END PRIVACY-ENHANCED MESSAGE-----