SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Marine Transport Corporation
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(Name of Issuer)
Common Stock, par value $.50
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(Title of Class of Securities)
567912 10 0
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(CUSIP Number)
Louis J. Bevilacqua, Esq., Cadwalader, Wickersham & Taft, 100 Maiden Lane,
New York, NY 10038
(212) 504-6000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 18, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box /_/.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 567912 10 0.
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<PAGE>
SCHEDULE 13D
CUSIP NO. 567912 10 0.
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1 NAME OF REPORTING PERSON
Richard T. du Moulin
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)(a) |_| (b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
511,773
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NUMBER OF 8 SHARED VOTING POWER
SHARES 6,808
BENEFICIALLY
OWNED BY
EACH
REPORTING ------ ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 511,773
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10 SHARED DISPOSITIVE POWER
6,808
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
518,581
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.24%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
Item 1. Security and Issuer.
This statement relates to shares of common stock, $.50 par value per share
(the "Common Stock"), of Marine Transport Corporation, formerly known as OMI
Corp. (the "Corporation"). The Corporation's principal executive office is
located at 1200 Harbor Boulevard, Weehawken, New Jersey 07087.
Item 2. Identity and Background.
(a) This statement is being filed by Richard T. du Moulin (the "Reporting
Person").
(b) The business address of the Reporting Person is: Marine Transport
Corporation, 1200 Harbor Boulevard, Weehawken, New Jersey 07087.
(c) The Reporting Person's present principal occupation is: Chairman,
President and Chief Executive Officer of Marine Transport Corporation,
a Delaware corporation, with a principal place of business at 1200
Harbor Boulevard, Weehawken, New Jersey 07087.
(d) During the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
On June 18, 1998, the Corporation completed its acquisition (the
"Acquisition") of 100% of the issued and outstanding common stock of Marine
Transport Lines, Inc. ("MTL") from selling shareholders of MTL ("MTL
Shareholders") in exchange for 17,845,541 shares of the Corporation's common
stock, par value $.50 per share (the "Common Stock"). The Reporting Person was
one of the MTL Shareholders and sold 637,547 shares of common stock of MTL in
exchange for 5,117,736 shares of the Common Stock. Steamboat Road Holdings, Inc.
("Steamboat"), a Delaware corporation of which the Reporting Person is a
stockholder, director and officer, sold 7,710 shares of common stock of MTL in
exchange for 61,892 shares of the Common Stock and Larchmont Partners L.P.
("Larchmont"), a Delaware limited partnership of which Steamboat was the general
partner, sold 77,070 shares of common stock of MTL in exchange for 618,660
shares of Common Stock. On June 18, 1998, the Corporation effected a 1 for 10
reverse stock split of the Common Stock. On June 29, 1998, Larchmont was
dissolved and a Certificate of Cancellation was filed. In connection therewith,
all of the assets of Larchmont were distributed to its partners, and Steamboat,
as general partner, received 619 shares of the Common Stock. After giving effect
to the reverse stock split and the liquidation of Larchmont, the Reporting
Person owns 511,773 shares of the Common Stock of the Corporation directly and
6,808 indirectly through Steamboat.
Item 4. Purpose of Transaction.
The Reporting Person does not have any present plan or proposal as a
stockholder which relates to, or would result in any action with respect to, the
matters listed in paragraphs (b) through (j) of Item 4 of Schedule 13D. In the
future, the Reporting Person may purchase additional shares of the Common Stock
of the Corporation in the open market or in private transactions.
Item 5. Interest in Securities of the Issuer.
(a) As of June 26, 1998, the Corporation had issued and outstanding
5,611,639 shares of Common Stock.
The Reporting Person is the beneficial owner of 518,581 shares of Common
Stock or 9.2% of the outstanding Common Stock, consisting of (i) 511,773 shares
of Common Stock owned directly and (ii) 6,808 shares of Common Stock owned
indirectly through Steamboat.
(b) The Reporting Person has the sole power to vote, or to direct the vote
of, 511,773 shares of Common Stock, and shared power to vote, or to direct the
vote of, 6,808 shares of Common Stock; and sole power to dispose of, or to
direct the disposition of, 511,773 shares of Common Stock and shared power to
dispose of, or to direct the disposition of, 6,808 shares of Common Stock.
(c) See Item 3.
(d) 6,808 shares of the Common Stock of the Corporation are held by
Steamboat Road Holdings, Inc., of which the Reporting Person is a stockholder.
The other stockholders of Steamboat are Paul B. Gridley and Mark L. Filanowki.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
6,808 shares of the Common Stock of the Corporation are held by Steamboat
Road Holdings, Inc., of which the Reporting Person is a stockholder. The other
stockholders of Steamboat are Paul B. Gridley and Mark L. Filanowki.
Item 7. Material to Be Filed as Exhibits.
Exhibit A - Acquisition Agreement dated as of September 15, 1997, by and
among OMI Corp., Universal Bulk Carriers, Inc., Marine Transport Lines, Inc. and
the persons set forth on Exhibit A attached thereto, incorporated by reference
to Exhibit 10.13 to the Form 10-Q Report of the Company for the quarterly period
ended September 30, 1997 (File No. 000-11573).
<PAGE>
Signature.
After reasonable 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.
Date: June 29, 1998
Richard T. du Moulin
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