-----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, PcKeYE1GJ8+40AFIzXYrDH8SA78IHd+c7T+o4XELkFkD4wZ7EN/Q5BwX4efVmzwx 8DXm/cz6OCCQyq6iVGGbEw== 0000950116-02-000061.txt : 20020413 0000950116-02-000061.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950116-02-000061 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MARITRANS INC /DE/ CENTRAL INDEX KEY: 0000810113 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 510343903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40221 FILM NUMBER: 02513812 BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET SUITE 3540 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2158641200 MAIL ADDRESS: STREET 1: 1818 MARKET STREET SUITE 3540 CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: MARITRANS PARTNERS L P DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARITRANS INC /DE/ CENTRAL INDEX KEY: 0000810113 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 510343903 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET SUITE 3540 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2158641200 MAIL ADDRESS: STREET 1: 1818 MARKET STREET SUITE 3540 CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: MARITRANS PARTNERS L P DATE OF NAME CHANGE: 19920703 SC TO-I/A 1 sctoi_a.txt SC TO-I/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 14d-100) Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1)* Maritrans Inc. - -------------------------------------------------------------------------------- (Name of Subject Company (Issuer)) Maritrans Inc. (Offeror) - -------------------------------------------------------------------------------- (Names of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)) Common Stock, Par Value $.01 Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 570363101 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Walter T. Bromfield Maritrans Inc. Two Harbour Place 302 Knights Run Avenue - 12th Floor Tampa, FL 33602 (813) 209-0600 - -------------------------------------------------------------------------------- (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) With a copy to: Howard L. Meyers, Esq. Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5000 Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Valuation* Amount of Filing Fee** $25,000,000 $5,000 - -------------------------------------------------------------------------------- * Estimated for purposes of calculating the amount of the filing fee only. This amount assumes the purchase of 2,000,000 shares of common stock, par value $.01 per share, at the maximum tender offer price of $12.50 per share in cash. ** Previously Paid / / Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: N/A ------------------------------------------- Form of Registration No.: N/A ------------------------------------------- Filing Party: N/A ------------------------------------------- Date Filed: N/A ------------------------------------------- / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: / / third-party tender offer subject to Rule 14d-1. /X/ issuer tender offer subject to Rule 13e-4. / / going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: / / This Amendment No. 1 to the Tender Offer Statement on Schedule TO relates to the tender offer by Maritrans Inc., a Delaware corporation, to purchase 2,000,000 shares of its common stock, par value $.01 per share, or such fewer number of shares as are properly tendered and not properly withdrawn, at a price not greater than $12.50 per share nor less than $11.00 per share, net to the seller in cash, without interest, as specified by shareholders tendering their shares. Maritrans' offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated December 17, 2001, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. This Amendment No. 1 to the Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented by adding the following: Exhibit No. Description ----------- ----------- (a)(5)(C) Press Release, dated January 22, 2002 SIGNATURE After due 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. /s/ Walter T. Bromfield --------------------------------- Walter T. Bromfield Chief Financial Officer January 22, 2002 EXHIBIT INDEX (a)(1)(A) Offer to Purchase, dated December 17, 2001* (a)(1)(B) Letter of Transmittal* (a)(1)(C) Notice of Guaranteed Delivery* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 17, 2001* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated December 17, 2001* (a)(1)(F) Guidelines for Certification of Taxpayer Identification on Substitute Form W-9* (a)(2) - (a)(4) Not applicable (a)(5)(A) Letter to Stockholders from the Chief Executive Officer and the Chairman of the Board, dated December 17, 2001* (a)(5)(B) Press Release dated December 17, 2001* (a)(5)(C) Press Release, dated January 22, 2002 - ------------------- * Previously filed EX-99 3 ex99.txt EXHIBIT (A)(5)(C) Exhibit (a)(5)(C) MARITRANS INC. ANNOUNCES PRELIMINARY RESULTS OF TENDER OFFER Tampa, FL, January 22, 2002 - Maritrans Inc. (NYSE: TUG) announced today the preliminary results of its modified Dutch auction tender offer, which expired at 5:00 p.m., New York City time, on January 18, 2002. Maritrans expects to purchase 2,203,204 shares of its Common Stock at a purchase price of $11.50 per share, or a total of $25,336,846. The 2,203,204 shares expected to be purchased are comprised of the 2,000,000 shares Maritrans offered to purchase and 203,204 shares which represent an additional 2 percent of the shares outstanding immediately prior to the commencement of the tender offer. Due to over-subscription, Maritrans expects the final proration factor for shares tendered at $11.50 per share to be approximately 98.80%. For this purpose, shares tendered at $11.50 per share will include shares tendered by those persons who indicated, in their letter of transmittal, that they are willing to accept the price determined in the offer. All shares purchased in the tender offer will receive the same price. The price per share and the proration factor are preliminary and subject to verification by American Stock Transfer & Trust Company, the depositary for the tender offer. The actual price per share and the proration factor will be announced promptly following completion of the verification process. After the determination of the actual price per share and the proration factor, the depositary will issue payment for the shares accepted under the tender offer and return all shares not accepted. Maritrans Inc. commenced the tender offer on December 17, 2001, when it offered to purchase up to 2,000,000 shares of its Common Stock at a price between $11.00 and $12.50 per share, net to the seller in cash, without interest. As a result of the completion of the tender offer, Maritrans expects to have approximately 7,959,000 shares issued and outstanding as of the time immediately following payment for the tendered shares. Subject to the rules and regulations of the Securities and Exchange Commission, Maritrans may, from time to time at management's discretion, repurchase up to approximately 600,000 additional shares of its common stock on the open market under its previously authorized share buyback program. Merrill Lynch & Co. acted as dealer manager for the tender offer. D. F. King & Co., Inc. acted as information agent for the offer. Maritrans Inc. is a U.S. based company with a 74-year commitment to building and operating petroleum transport vessels for the U.S. domestic trade. Maritrans is headquartered in Tampa, FL and maintains an office in the Philadelphia area that supports its Northeast crude oil lightering operations. The common stock of Maritrans Inc. is listed on the New York Stock Exchange under the symbol "TUG". -----END PRIVACY-ENHANCED MESSAGE-----