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)
(Amendment No. 2)
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)
October 5, 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
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CUSIP No. 567912 10 0 Page 2 of 6 Pages
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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)
OO
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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
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 6,808
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
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)
8.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 567912 10 0 Page 3 of 6 Pages
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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. 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
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SCHEDULE 13D
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CUSIP No. 567912 10 0 Page 4 of 6 Pages
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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. On October 5, 1998, the
Voting Trust Agreement expired pursuant to its terms and the Reporting Person
was no longer entitled to vote 413,742 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. The Reporting Person may, from time to time, sell shares of the
Common Stock.
Item 5. Interest in Securities of the Issuer.
(a) As of November 9, 1998, the Corporation had issued and
outstanding 5,892,605 shares of Common Stock.
The Reporting Person is the beneficial owner of 518,581 shares
of Common Stock or 8.8% 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, officer and director. There are two other individuals who are also
stockholders, officers and directors of Steamboat.
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SCHEDULE 13D
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CUSIP No. 567912 10 0 Page 5 of 6 Pages
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(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, officer and director. There are two other individuals who are also
stockholders, officers and directors of Steamboat.
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,
incorporated by reference to Exhibit B to Amendment No. 1 to the Reporting
Person's statement on Schedule 13D.
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SCHEDULE 13D
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CUSIP No. 567912 10 0 Page 6 of 6 Pages
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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: November 13, 1998
Richard T. du Moulin
/s/ Richard T. du Moulin
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