OMI CORP
8-K, 1996-06-13
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT
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                       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

         Date of report (Date of earliest event reported) May 31, 1996

                                    OMI CORP.

             (Exact name of Registrant as specified in its charter)

    Delaware                  2-87930                             13-2625280
(State or other          (Commission                          (I.R.S. Employer
 Jurisdiction of           File Number                       Identification No.)
 incorporation)

90 Park Avenue
New York, New York                                                     10016
(Address of principal executive offices)                             (Zip Code)

Registrant's telephone number, including area code (212)986-1960


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Item 7. Financial Statements, Proforma Information and Exhibits

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         C.       Exhibit

                  (99) Press Release

                                    SIGNATURE

     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.

                                    OMI CORP.

June 12, 1996                                      By:     Vincent de Sostoa

                                                           Vincent de Sostoa
                                                           Senior Vice President
                                                           of Finance and CFO


<PAGE>


                                   Exhibit 99

OMI CORP. COMMENCES CASH TENDER OFFER FOR OUTSTANDING NOTES

     NEW YORK, May 31  /PRNewswire/--OMI  Corp.  (OMM:NYSE)  Today announced the
commencement of a cash tender offer and consent solicitation  relating to all of
OMI's outstanding 10 1/4% Senior

     Notes due 2003.  In its cash tender  offer,  OMI is offering to buy any and
all of the  outstanding  Notes at a price of $980 per  $1,000  principal  amount
(which  includes a tender fee of $20 per $1,000  principal  amount) plus accrued
and unpaid interest to, but not including, the payment date.

     In connection  with the tender offer,  OMI is soliciting  consents to amend
certain  provisions of the indenture  governing the Notes.  Holders of the Notes
who tender  their Notes will be required to consent to the  proposed  amendments
and consents  will not be accepted  without a tender of Notes.  There will be no
separate  payment for the  consents.  The terms of the tender  offer and consent
solicitation  are  contained in the Offer to Purchase  and Consent  Solicitation
Statement and related  Consent and Letter of  Transmittal.  The tender offer and
consent  solicitation is conditioned upon, among other things:  (i) the proposed
amendments  having been  consented to by the holders of not less than a majority
in principal  amount of the  outstanding  Notes and a supplemental  indenture in
respect thereof having been executed and delivered; and (ii) the consummation of
the new credit  agreement which will provide funds to purchase the Notes and for
other operational  needs. The tender offer and consent  solicitation will expire
at 5 p.m., New York time, on June 27, 1996,  unless  extended.  Salomon Brothers
Inc is acting as sole  dealer-manager and D.F. King & Co., Inc. is acting as the
information agent for the tender offer and consent  solicitation.  A copy of the
Offer to Purchase and Consent  Solicitation  Statement and related materials may
be obtained from D.F. King & Co., Inc. by calling (800) 848-3374.

     OMI is a diversified major bulk shipping company which operates in both the
international and U.S. shipping markets.

     /Contact: Investor Relations Department (212) 297-2230.


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