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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MARINE TRANSPORT CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
CROWLEY MARITIME CORPORATION
AND
SHILOH ACQUISITION, INC.
(NAME OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
567912-10-0
(CUSIP NUMBER OF CLASS OF SECURITIES)
WILLIAM P. VERDON, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
CROWLEY MARITIME CORPORATION
155 GRAND AVENUE, 7TH FLOOR
OAKLAND, CA 94612
(510) 251-7574
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING
PERSONS)
COPIES TO:
RICHARD V. SMITH, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 SANSOME STREET
SAN FRANCISCO, CA 94111
(415) 773-5830
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$48,635,916 $9,727
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* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying the $7.00, the per share tender offer price, by
6,947,988, the sum of (i) 6,205,013 currently outstanding shares of Common
Stock sought in the Offer, (ii) outstanding options with respect to 636,975
shares of Common Stock and (iii) 106,000 shares of restricted stock.
** Calculated as 1/50 of 1% of the transaction value.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: None Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
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[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by Shiloh Acquisition, Inc., a Delaware corporation ("Purchaser") and
a wholly owned subsidiary of Crowley Maritime Corporation, a Delaware
corporation ("Parent"), to purchase all of the outstanding shares of Common
Stock, par value $0.50 per share (the "Shares"), of Marine Transport
Corporation, a Delaware corporation (the "Company"), at a purchase price of
$7.00 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
January 5, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)
and (a)(2), respectively, which together with any amendments or supplements
thereto, collectively constitute the "Offer." This Schedule TO is being filed on
behalf of Purchaser and Parent.
The information set forth in the Offer to Purchase and the related Letter
of Transmittal is incorporated herein by reference with respect to Items 1
through 9 and 11 of this Schedule TO. The Agreement of Merger, dated as of
December 20, 2000, among Parent, Purchaser and the Company, a copy of which is
attached as Exhibit (d)(1) hereto is incorporated herein by reference with
respect to Items 5 and 11 of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
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(a)(1) Offer to Purchase, dated January 5, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Form of Letter to holders of share certificates dated prior
to June 18, 1998 bearing the name "OMI Corp."
(a)(7) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(8) Summary Advertisement as published in The Wall Street
Journal on January 5, 2001.
(a)(9) Joint Press Release issued by Parent and the Company on
December 20, 2000.(1)
(b) None.
(d)(1) Agreement of Merger, dated as of December 20, 2000, among
Parent, Purchaser and the Company. (The disclosure letter to
such agreement is not filed herewith and the sections of the
disclosure letter are listed on the last page of Exhibit
(d)(1). Purchaser and Parent hereby undertake to furnish
supplementally a copy of any omitted section of the
disclosure letter to the Securities and Exchange Commission
upon request.)
(d)(2) Confidentiality Agreement, dated June 20, 2000, between
Parent and the Company.
(g) None.
(h) None.
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(1) Incorporated by reference to Parent's Schedule TO-C, filed December 20,
2000.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
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After due 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.
SHILOH ACQUISITION, INC.
/s/ WILLIAM P. VERDON
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Name: William P. Verdon
Title: Secretary
CROWLEY MARITIME CORPORATION
/s/ WILLIAM P. VERDON
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Name: William P. Verdon
Title: Senior Vice President
Date: January 5, 2001
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DOCUMENT
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(a)(1) Offer to Purchase, dated January 5, 2001
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Form of Letter to holders of share certificates dated prior
to June 18, 1998 bearing the name "OMI Corp."
(a)(7) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(8) Summary Advertisement as published in The Wall Street
Journal on January 5, 2001.
(a)(9) Joint Press Release issued by Parent and the Company on
December 20, 2000.(1)
(b) None.
(d)(1) Agreement of Merger, dated as of December 20, 2000, among
Parent, Purchaser and the Company. (The disclosure letter to
such agreement is not filed herewith and the sections of the
disclosure letter are listed on the last page of
Exhibit(d)(1). Purchaser and Parent hereby undertake to
furnish supplementally a copy of any omitted section of the
disclosure letter to the Securities and Exchange Commission
upon request.)
(d)(2) Confidentiality Agreement, dated June 20, 2000, between
Parent and the Company.
(g) None.
(h) None.
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(1) Incorporated by reference to Parent's Schedule TO-C, filed December 20,
2000.
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