8-K

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

August 7, 2015 (August 3, 2015)

Date of Report (Date of earliest event reported)

Overseas Shipholding Group, Inc.

(Exact Name of Registrant as Specified in Charter)

1-6479-1

Commission File Number

Delaware	13-2637623
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1301 Avenue of the Americas

New York, New York  10019

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code (212) 953-4100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 – Corporate Governance and Management

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 3, 2015, Messrs. Alexander D. Greene and Nikolaus D. Semaca resigned from the Board of Directors (the “Board”) of Overseas Shipholding Group, Inc. (the “Company”), effective immediately. Neither Mr. Greene’s nor Mr. Semaca’s resignation was the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. In connection with their resignations, each of Mr. Greene’s and Mr. Semaca’s previously granted stock-based director fees were vested. In addition, the Company expects to enter into agreements with each of them providing, among other things, that they will advise the Company as consultants until June 30, 2016 (the “Consulting Period”), for which they will each receive fees of approximately $0.1 million over the Consulting Period.

On August 3, 2015, the Board subsequently determined, pursuant to its authority under the Company’s amended and restated certificate of incorporation, to increase the size of the Board from nine directors to ten directors. In connection with the resignations discussed above and the increase in the size of the Board, the Board then appointed Mr. Joseph Kronsberg of Cyrus Capital Partners, L.P.; Mr. Chad Valerio of BlueMountain Capital Management LLC; and Mr. Ty Wallach of Paulson & Co. as directors, effective immediately, to fill the vacancies created.

Section 8 – Other Events

Item 8.01    Other Events.

On August 4, 2015, the Company announced the resignation of Messrs. Greene and Semaca from the Board and the appointment of Messrs. Kronsberg, Valerio and Wallach as directors. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated August 4, 2015

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	OVERSEAS SHIPHOLDING GROUP, INC.
	(Registrant)
Date: August 7, 2015	By:	/s/ James D. Small III
		Name:  James D. Small III Title:   Senior Vice President, Secretary              and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated August 4, 2015

EX-99.1

Exhibit 99.1

 

OVERSEAS SHIPHOLDING GROUP ANNOUNCES BOARD CHANGES

New York, NY – August 4, 2015 – Overseas Shipholding Group, Inc. (OSG) (NYSE MKT: OSGB) (the “Company” or “OSG”) today announced several changes to the Company’s Board of Directors. Joseph Kronsberg, Portfolio Analyst at Cyrus Capital Partners, Chad Valerio, Portfolio Manager at BlueMountain Capital Management and Ty Wallach, Partner at Paulson & Co. Inc., have been appointed to the Company’s Board of Directors and are joining the board effective August 3, 2015. The Company also announced that Alexander D. Greene and Nikolaus D. Semaca have agreed to step down from the board effective August 3, 2015.

“I’d like to take this opportunity to express my sincere gratitude to Alex and Nick for their outstanding service to the Company and the Board,” said Douglas D. Wheat, OSG’s chairman. “We appreciate their contributions and guidance in preparing the Company for the next stage of its development and we wish them well in their future endeavors.”

“On behalf of the Board, I also want to welcome Joe, Chad and Ty to OSG’s Board of Directors,” said Mr. Wheat. “They bring the exceptional vision and expertise of our investors directly to the Board, and we look forward to their contributions.”

Joseph I. Kronsberg, 32, has served in various roles at Cyrus Capital Partners, L.P. since 2006, and he is currently a Principal responsible for certain investments in the financials, shipping and energy sectors. Previously, Mr. Kronsberg worked at Greenhill & Co. as a generalist in its Mergers & Acquisitions and Restructuring departments.

Chad L. Valerio, 34, is a Portfolio Manager at BlueMountain Capital Management. At BlueMountain, Mr. Valerio is responsible for investments across a range of industries, including several in the shipping sector, and brings significant experience in financial analysis, corporate transactions, and capital markets. Prior to joining BlueMountain in 2013, he was a Director and the Head of Trading for Deutsche Bank’s U.S. Distressed Products Group. He also held roles as a research analyst in the Distressed Products Group and in investment banking in the Consumers and Mergers & Acquisitions groups at Deutsche Bank, where he was employed since in 2002.

Ty E. Wallach, 44, is a Partner at Paulson & Co. Inc. and a Co-Portfolio Manager of Paulson’s credit funds.  Since joining Paulson in 2008, he has led numerous investments in the debt and equity of distressed and leveraged companies.  Prior to joining Paulson, Mr. Wallach was a Partner and Managing Director at Oak Hill Advisors, serving most recently as Co-Head of European Investments.  He currently serves on the board of directors of ESH Hospitality, Inc., as well as on the boards of two non-profit organizations, Focus for a Future Inc. and New Heights Youth, Inc.

In connection with adding Messrs. Kronsberg, Valerio and Wallach, the size of OSG’s board has been increased to 10 members, effective August 3, 2015.

About OSG

Overseas Shipholding Group, Inc. (NYSE MKT: OSGB) is a publicly traded tanker company providing energy transportation services for crude oil and petroleum products in the U.S. and International Flag markets. OSG is committed to setting high standards of excellence for its quality, safety and environmental programs. OSG is recognized as one of the world’s most customer-focused marine transportation companies and is headquartered in New York City, NY. More information is available at www.osg.com.

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Forward-Looking Statements

This release contains forward-looking statements. In addition, the Company may make or approve certain statements in future filings with the Securities and Exchange Commission (SEC), in press releases, or in oral or written presentations by representatives of the Company. All statements other than statements of historical facts should be considered forward-looking statements. These matters or statements may relate to the Company's prospects, including statements regarding trends in the tanker and articulated tug/barge markets, and including prospects for certain strategic alliances and investments. Forward-looking statements are based on the Company’s current plans, estimates and projections, and are subject to change based on a number of factors. Investors should carefully consider the risk factors outlined in more detail in the Company’s Annual Report for 2014 on Form 10-K under the caption “Risk Factors” and in similar sections of other filings made by the Company with the SEC from time to time. The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements and written and oral forward looking statements attributable to the Company or its representatives after the date of this release are qualified in their entirety by the cautionary statements contained in this paragraph and in other reports previously or hereafter filed by the Company with the SEC.

Investor Relations & Media Contact:

Brian Tanner, Overseas Shipholding Group, Inc.

(212) 578-1645

btanner@osg.com

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