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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MARINE TRANSPORT CORPORATION
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(Exact name of Registrant as specified in Its Charter)
Delaware 13-2625280
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(State of organization) (I.R.S. Employer
Identification No.)
1200 Harbor Boulevard, Weehawken, New Jersey 07087
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(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to securities pursuant to
Section 12(b) of the Exchange Section 12(g) of the Exchange
Act and is effective pursuant to Act and is effective pursuant to
General Instruction A.(c), check General Instruction A.(d)
the following box. \_\ check the following box. \X\
Securities Act registration statement file number to which this form relates:
None.
Securities to be registered pursuant to Section 12(b) of the Act: None.
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.50 par value
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Information Required in Registration Statement
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Item 1. Description of Registrant's Securities to be Registered.
Reference is hereby made to:
The description of the Common Stock, par value $.50 per share (the "Common
Stock"), of Marine Transport Corporation, formerly known as OMI Corp., (the
"Company") to be registered hereunder is incorporated by reference herein from
the description set forth in the Company's Registration Statement on Form S-3,
as amended, filed on September 27, 1996.
Item 2. Exhibits.
Pursuant to the Instructions as to Exhibits with respect to Form 8-A, the
following exhibits were filed with the Securities and Exchange Commission in
connection with this Registration Statement:
1. Specimen Common Stock Certificate for domestic shareholders.
2. Specimen Common Stock Certificate for foreign shareholders.
3. The Company's Certificate of Amendment of Restated Certificate of
Incorporation.
4. The Company's Certificate of Incorporation as amended and restated,
incorporated by reference to Exhibit 3.1 to the 1990 Form 10-K Report of the
Company (No. 2-87930).
5. The Company's By-laws as amended, incorporated by reference to Exhibit
3.2 to the 1990 Form 10-K Report of the Company (No. 2-87930).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
MARINE TRANSPORT CORPORATION
By: /s/Richard T. du Moulin
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Richard T. du Moulin
President and Chief Executive Officer
Date: June 18, 1998
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Exhibit A
Specimen Common Stock Certificate for domestic shareholders.
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Exhibit B
Specimen Common Stock Certificate for foreign shareholders.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
OMI CORP.
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Pursuant to Section 242 of the General
Corporation law of the State of Delaware
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OMI Corp., a corporation organized and existing under the General
Corporation Law of the State of Delaware (the "Corporation"), hereby certifies
as follows:
1. The Restated Certificate of Incorporation of the Corporation was filed
in the office of the Secretary of State of Delaware on December 12, 1983 and
amendments to the Certificate of Incorporation were subsequently duly filed and
recorded (the Restated Certificate of Incorporation together with such
amendments shall be hereinafter referred to as the "Restated Certificate of
Incorporation").
2. The following amendments are to become effective as of June 18, 1998 at
8:00 a.m.
3. ARTICLE FIRST of the Restated Certificate of Incorporation is amended to
read in full as follows:
"FIRST: The name of the corporation is Marine Transport Corporation."
4. The first paragraph of ARTICLE FOURTH of the Restated Certificate of
Incorporation is amended to read in full as follows:
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is fifteen million seven hundred fifty
thousand (15,750,000) of which stock seven hundred fifty thousand (750,000)
shares of the par value of one dollar ($1.00) each, amounting in the
aggregate to seven hundred fifty thousand dollars ($750,000), shall be
Preferred Stock, and of which fifteen million (15,000,000) shares of the
par value of fifty cents ($.50) each, amounting in the aggregate to seven
million five hundred thousand dollars ($7,500,000), shall be Common Stock.
5. Upon the effectiveness of the foregoing amendment to Article FOURTH of
the Restated Certificate of Incorporation, each share of Common Stock of the
Corporation, having a par value of fifty cents ($.50) per share, issued and
outstanding, or held in the treasury of the Corporation, immediately prior to
the effectiveness of such amendment, shall be changed into and become 0.10 fully
paid and nonassessable shares of Common Stock having a par value of fifty cents
($.50) per share. No fractional interests resulting from such conversion shall
be issued, but in lieu thereof, the Corporation will pay cash for each currently
issued and outstanding share of Common Stock, par value one cent ($.0l) per
share, representing such fractional interest.
6. The aforesaid amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, the Corporation has caused its corporate seal to be
affixed hereto and this certificate to be signed by its President and attested
by its Secretary this 16th day of June, 1998.
OMI CORP.
By: /s/ Craig H. Stevenson, Jr.
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Craig H. Stevenson, Jr.
President
[Corporate Seal]
Attest:
By: /s/ Fredric S. London
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Fredric S. London
Secretary
