SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
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)
July 21, 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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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
925,515
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NUMBER OF 8 SHARED VOTING POWER
SHARES 6,808
BENEFICIALLY
OWNED BY ------ ---------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 511,773
PERSON
WITH ------ ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,808
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
932,323
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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)
15.8%
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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 owned 511,773 shares of the Common Stock of the Corporation directly and
6,808 indirectly through Steamboat. On July 21, 1998, the Reporting Person
entered into a Voting Trust Agreement whereby the Reporting Person was given
full power to vote an additional 413,742 shares of other shareholders' shares.
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 August 5, 1998, the Corporation had issued and outstanding
5,892,605 shares of Common Stock.
The Reporting Person is the beneficial owner of 932,323 shares of
Common Stock or 15.8% of the outstanding Common Stock, consisting of (i) 511,773
shares of Common Stock owned directly; (ii) 6,808 shares of Common Stock owned
indirectly through Steamboat; and (iii) 413,742 shares of Common Stock of which
the Reporting Person has full power to vote pursuant to a Voting Trust Agreement
dated July 21, 1998.
(b) The Reporting Person has the sole power to vote, or to direct the
vote of, 925,515 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).
Exhibit B - Voting Trust Agreement dated as of July 21, 1998, among the
shareholders of Marine Transport Corporation signatory thereto.
<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: August 11, 1998
Richard T. du Moulin
/s/ Richard T. du Moulin
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<PAGE>
EXHIBIT B
Marine Transport Corporation
Voting Trust Agreement
This Voting Trust Agreement (this "Agreement") is made as of July 21, 1998
among those shareholders (the "Shareholders") of Marine Transport Corporation
("MTC") who are signatory hereto.
WHEREAS, MTC is required to submit an affidavit of citizenship to the
United States Maritime Administration ("MARAD") in order for its indirectly
owned subsidiary Marine Transport Management, Inc. to operate certain vessels;
and
WHEREAS, MARAD has requested certain officers and directors of MTC to enter
into this Agreement; and
WHEREAS, the Shareholders are willing to enter into and deliver this
Agreement to MARAD; and
WHEREAS, each of the Shareholders owns the number of MTC shares set forth
opposite his name and signature set forth below.
NOW, THEREFORE, it is agreed as follows:
1. Each of the Shareholders hereby appoints, for a period of 75 days
commencing upon the date of this Agreement, Richard T. du Moulin as the voting
trustee (in such capacity, the "Voting Trustee") with full power to vote each
Shareholder's shares (all such shares, the "Shareholders' Shares") under the
voting trust created by this Agreement.
2. The Voting Trustee hereby accepts such appointment under the voting
trust created hereby subject at all times to each power, right, privilege,
condition and covenant set forth herein.
3. Each of the Shareholders hereby agrees for a period of 75 days
commencing upon the date of this Agreement not to: (a) sell, transfer or
otherwise dispose of his shares of MTC; or (b) pledge, assign or otherwise
encumber any or all of his shares of MTC.
4. During the period of this Agreement, the Voting Trustee agrees to vote
the Shareholders' Shares in the best interests of MTC at all meetings of the
shareholders of MTC for the election of directors or upon any and all matters
which may be brought before any such meeting as fully as any or all of the
Shareholders might do if personally present at any such meeting.
5. The Voting Trustee shall use his best judgment in voting the
Shareholders' Shares pursuant to the voting trust created hereby but shall not
be liable for any vote cast, or any consent given, so long as he has acted in
good faith and in the absence of gross negligence.
6. Upon the execution of this Agreement, MTC shall file a copy of this
Agreement in the registered office of MTC in Weehawken, New Jersey and with
MARAD and shall continue to keep this Agreement filed in such offices until the
termination hereof.
IN WITNESS WHEREOF, the Shareholders have executed this Agreement as of the
date first set forth above.
/s/ Richard T. du Moulin
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Name: Richard T. du Moulin
Title: President, Chairman of the Board and
Chief Executive Officer
Number of MTC shares owned: 513,773
/s/ Paul B. Gridley
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Name: Paul B. Gridley
Title: Member of the Board
Number of MTC shares owned: 268,725
/s/ Mark L. Filanowski
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Name: Mark L. Filanowski
Title: Senior Vice President,
Treasurer and Member of the Board
Number of MTC shares owned: 131,695
/s/ Jeffrey Miller
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Name: Jeffrey Miller
Title: Vice President, Chartering
Number of MTC shares owned: 6,016
/s/ Peter N. Popov
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Name: Peter N. Popov
Title: Vice President, Secretary and
General Counsel
Number of MTC shares owned: 7,306
