-----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, GYf6N/fQ2DoVEd0FlLKrtJFpq6bJIUNEi9SYYu1urbPQE/It6h1QaESg9cZjVuvj SlX8qEc8iNoKLHDgectp3g== 0000945234-07-000376.txt : 20070514 0000945234-07-000376.hdr.sgml : 20070514 20070514164550 ACCESSION NUMBER: 0000945234-07-000376 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 GROUP MEMBERS: AKTIESELSKABET DAMPSKIBSSELKABET TORM GROUP MEMBERS: OMAHA, INC. GROUP MEMBERS: TEEKAY ACQUISITION HOLDINGS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OMI CORP/M I CENTRAL INDEX KEY: 0001061571 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 522098714 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54325 FILM NUMBER: 07847067 BUSINESS ADDRESS: STREET 1: ONE STATION PLACE STREET 2: 90 PARK AVE CITY: STAMFORD STATE: CT ZIP: 60902-6800 BUSINESS PHONE: 2036026700 MAIL ADDRESS: STREET 1: C/O OMI CORP STREET 2: ONE STATION PLACE CITY: STAMFORD STATE: CT ZIP: 60902-6800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TEEKAY SHIPPING CORP CENTRAL INDEX KEY: 0000911971 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: BAYSIDE HOUSE, BAYSIDE EXECUTIVE PARK STREET 2: WEST BAY ST & BLAKE RD, PO BOX AP-59212 CITY: NASSAU BAHAMAS STATE: C5 ZIP: 00000 BUSINESS PHONE: 8093228020 MAIL ADDRESS: STREET 1: SUITE 2000, BENTALL 5 STREET 2: 550 BURRARD STREET CITY: VANCOUVER STATE: A1 ZIP: V6C 2K2 FORMER COMPANY: FORMER CONFORMED NAME: VIKING STAR SHIPPING INC DATE OF NAME CHANGE: 19930914 SC TO-T/A 1 o36316xsctovtza.htm AMENDMENT NO.1 TO SCHEDULE TO Amendment No.1 to Schedule TO
 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OMI CORPORATION
(Name of subject company (Issuer))
TEEKAY SHIPPING CORPORATION
TEEKAY ACQUISITION HOLDINGS LLC
OMAHA, INC.
AKTIESELSKABET DAMPSKIBSSELSKABET TORM
(Names of Filing Persons (Offerors))
     
Common Stock, par value $0.50 per share    
(including the associated preferred stock    
purchase rights)   Y6476W104
(Title of classes of securities)   (CUSIP number of common stock)
     
Francelyn Bethel   Mikael Skov
Teekay Shipping Corporation   Aktieselskabet Dampskibsselskabet TORM
Bayside House, Bayside Executive Park   Turborg Havnevej 18
West Bay Street & Blake Road, P.O. Box AP 59212   DK — 2900 Hellerup
Nassau, Bahamas   Denmark
Telephone: (242) 502-8880   Telephone: +45 39 17 92 00
(Name, address, and telephone number of person authorized to receive notices and communications on behalf of Filing Persons)
Copies to:
     
David S. Matheson, Esq.   John M. Reiss, Esq.
Gwyneth E. McAlpine, Esq.   Oliver C. Brahmst, Esq.
Perkins Coie LLP   White & Case LLP
1120 N.W. Couch Street   1155 Avenue of the Americas
Tenth Floor   New York, New York 10036
Portland, Oregon 97209-4128   Telephone: (212) 819-8200
Telephone: (503) 727-2000    
 
CALCULATION OF FILING FEE
     
Transaction Valuation (1)   Amount of Filing Fee (2)
     
$1,814,140,575   $55,694.12

 


 

 
(1)   Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated based on the offer to purchase all of the outstanding shares of common stock of OMI Corporation at a purchase price equal to $29.25 per share and 62,021,900 shares issued and outstanding (including 2,415,610 restricted shares and outstanding options with respect to 37,000 shares).
 
(2)   The amount of filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, is calculated by multiplying the transaction valuation by 0.0000307.
o   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:
  $55,694.12   Filing Party:   Teekay Shipping Corporation, Teekay Acquisition Holdings, LLC, Omaha, Inc. and A/S Dampskibsselskabet TORM
 
           
Form of Registration No.:
  Schedule TO   Date Filed:   April 27, 2007
o   Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
  þ   third party tender offer subject to Rule 14d-1
 
  o   issuer tender offer subject to Rule 13e-4
 
  o   going private transaction subject to Rule 13e-3
 
  o   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: o
 

 


 

     This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this “Amendment”), filed with the Securities and Exchange Commission (the “SEC”) on May 14, 2007, amends and supplements the Tender Offer Statement on Schedule TO filed on April 27, 2007 (the “Schedule TO”) by (i) Omaha, Inc., a corporation organized under the laws of the Republic of The Marshall Islands (the “Purchaser”) and a jointly owned subsidiary of Teekay Shipping Corporation (“Teekay”), through its wholly owned subsidiary Teekay Acquisition Holdings LLC (“Teekay Acquisition Holdings”), and A/S Dampskibsselskabet TORM (“TORM”), (ii) Teekay, (iii) Teekay Acquisition Holdings, and (iv) TORM. The Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.50 per share (the “Common Stock”), including the associated preferred stock purchase rights issued pursuant to the Rights Agreement dated November 19, 1998, as amended, between the Company and American Stock Transfer and Trust Company, as Rights Agent thereunder (the “Rights” and, together with the shares of Common Stock, the “Shares”), of OMI Corporation, a corporation organized under the laws of the Republic of The Marshall Islands (the “Company”), at a purchase price of $29.25 per Share, net to the seller in cash, without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 27, 2007 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). Capitalized terms used and not defined herein shall have the meanings assigned such terms in the Offer to Purchase.
     The information in the Offer to Purchase and the related Letter of Transmittal is incorporated into this Amendment by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 11. Additional Information
     Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
     “On May 11, 2007, the Federal Trade Commission notified Teekay and TORM that it had granted early termination of the waiting period under the HSR Act, with respect to the Offer. Accordingly, the condition to the Offer relating to the expiration or termination of the HSR Act waiting period has been satisfied.”
     On May 14, 2007, Teekay, TORM and the Company issued a joint news release announcing the early termination of the waiting period applicable to the Offer under the HSR Act, a copy of which is filed as Exhibit (a)(5)(iii) hereto and is incorporated herein by reference.
Items 12. Exhibits
     Item 12 is hereby amended and supplemented by adding the following exhibits:
(a)(5)(iii)   Joint News Release issued by Teekay, TORM and the Company on May 14, 2007

 


 

     After due inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
         
  TEEKAY SHIPPING CORPORATION.
 
 
  By:   /s/ Bjorn Moller    
    Name:   Bjorn Moller   
    Title:      
 
         
  A/S DAMPSKIBSSELSKABET TORM
 
 
  By:   /s/ Klaus Kjærulff    
    Name:   Klaus Kjærulff   
    Title:      
 
         
  TEEKAY ACQUISITION HOLDINGS LLC
 
 
  By:   /s/ Bjorn Moller    
    Name:   Bjorn Moller   
    Title:      
 
         
  OMAHA, INC.
 
 
  By:   /s/ Bjorn Moller    
    Name:   Bjorn Moller   
    Title:      
         
     
  By:   /s/ Jesper Holmark    
    Name:   Jesper Holmark   
    Title:      
 
Dated: May 14, 2007

 

EX-99.(A)(5)(III) 2 o36316xexv99wxayx5yxiiiy.htm JOINT NEWS RELEASE DATED MAY 14, 2007 Joint News Release dated May 14, 2007
 

Exhibit (a)(5)(iii)
JOINT NEWS RELEASE
 
TEEKAY, TORM AND OMI ANNOUNCE EARLY TERMINATION OF HSR WAITING PERIOD
 
May 14, 2007. Teekay Shipping Corporation (Teekay) (NYSE: TK), A/S Dampskibsselskabet TORM (TORM) (DSE: TORM and NASDAQ: TRMD), and OMI Corporation (OMI) (NYSE: OMM) today announced that the United States Department of Justice and the Federal Trade Commission have granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (HSR) with respect to the previously announced tender offer by Omaha, Inc., Teekay and TORM for OMI. The tender offer remains subject to certain conditions, including, among others, the expiration of a regulatory waiting period in Norway and satisfaction of the minimum tender condition. The tender offer is currently set to expire at 5:00 p.m. New York City time on Friday, May 25, 2007.
About Teekay
Teekay Shipping Corporation transports more than 10 percent of the world’s seaborne oil, has expanded into the liquefied natural gas shipping sector through its publicly-listed subsidiary, Teekay LNG Partners L.P. (NYSE: TGP), and is further growing its operations in the offshore production, storage and transportation sector through its publicly-listed subsidiary, Teekay Offshore Partners L.P. (NYSE: TOO). With a fleet of over 155 vessels, offices in 17 countries and 5,600 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to the world’s leading oil and gas companies, helping them seamlessly link their upstream energy production to their downstream processing operations. Teekay’s reputation for safety, quality and innovation has earned it a position with its customers as The Marine Midstream Company.
Teekay’s common stock is listed on the New York Stock Exchange where it trades under the symbol “TK”.
About TORM
TORM is one of the world’s leading carriers of refined oil products and has significant activities in the bulk market. The Company operates more than 100 modern and secure vessels, most of them in pool co-operation with other respected shipping companies, sharing TORM’s commitment to safety, environmental responsibility and customer service.
TORM was founded in 1889. The Company conducts business all over the world and is headquartered in Copenhagen, Denmark. TORM’s shares are listed in Copenhagen (ticker TORM) as well as on NASDAQ (ticker TRMD).
About OMI
OMI Corporation is a major international owner and operator of tankers. Its fleet aggregates approximately 3.5 million deadweight tons and comprises 13 Suezmax tankers (7 of which it owns and 6 of which are chartered-in) and 32 product carriers (of which it owns 28 and charters-in 4). In addition, the Company has 2 product carriers under construction, which will be delivered in 2009.
Important Information
This document is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of OMI’s common stock will only be made pursuant to an offer to purchase and related materials that Teekay and TORM have filed with the Securities and Exchange Commission. OMI shareholders should read these materials carefully prior to making any decisions with respect to the offer because they contain important information, including the terms and conditions of the offer. OMI shareholders will be able to obtain the offer to purchase and related materials with respect to the offer free of charge at the SEC’s website at www.SEC.gov, from the information agent named in the tender offer materials or from Teekay or TORM.

 


 

Forward looking statements
This release contains forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management’s current views with respect to certain future events and performance, including statements regarding the closing of Teekay and TORM’s acquisition of OMI and the expiration of remaining regulatory periods. There can be no assurance that remaining regulatory authorizations will be obtained or that other conditions to the closing of the acquisition will be satisfied.

 

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