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. 2)* 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: /X/ This Amendment No. 2 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. 2 to the Tender Offer Statement on Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(4) promulgated under the Securities Exchange Act of 1934, as amended. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented by adding the following language: The tender offer expired at 5:00 p.m., New York City time, on January 18, 2002. Maritrans Inc. accepted for payment a total of 2,176,296 shares of Maritrans Inc. common stock at a purchase price of $11.50 per share. ITEM 11. ADDITIONAL INFORMATION. Item 11 is hereby amended and supplemented by adding the following: On January 28, 2002, Maritrans Inc. issued a press release announcing the results of the tender offer, a copy of which is filed as Exhibit (a)(5)(D) to this Amendment No. 2 to the Schedule TO and is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 is hereby amended and supplemented by adding the following: Exhibit No. Description ----------- ----------- -------------------------------------------------------------------------------- (a)(5)(D) Press Release, dated January 28, 2002 3 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 28, 2002 4 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* (a)(5)(D) Press Release, dated January 28, 2002 ------------------ * Previously filed