<PAGE> 1
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
AMENDMENT NO. 1
MARINE TRANSPORT CORPORATION
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(Name of Subject Company (Issuer))
CROWLEY MARITIME CORPORATION (OFFEROR)
AND
SHILOH ACQUISITION, INC. (OFFEROR)
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(Name of Filing Persons (Identifying Status as Offeror, Issuer or Other Person)
COMMON STOCK, PAR VALUE $0.50 PER SHARE
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(Title of Class of Securities)
567912-10-0
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(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
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(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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<TABLE>
<CAPTION>
Transaction
Valuation* Amount of Filing Fee**
<S> <C>
$48,635,916 $9,727
</TABLE>
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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.
<PAGE> 2
/X/ 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.
<TABLE>
<S> <C> <C> <C>
Amount Previously Paid: $9,727 Filing Party: Crowley Maritime Corporation
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Form or Registration No.: Schedule TO Date Filed: January 5, 2001
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</TABLE>
/ / 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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<PAGE> 3
This Amendment No. 1 filed on January 12, 2001 amends and supplements
the Tender Offer Statement on Schedule TO (the "Schedule TO") filed on January
5, 2001, relating 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." Capitalized terms used
and not defined herein shall have the meanings assigned to such terms in the
Offer to Purchase and the Schedule TO.
Item 1. Summary Term Sheet
Item 1 of the Schedule TO is hereby amended by adding to the Offer to
Purchase the following statement immediately after the next to the last sentence
of the third paragraph under the caption "Summary Term Sheet. Can the Offer be
Extended, and Under What Circumstances?": "During the subsequent offering
period, we will promptly accept and pay for shares as they are tendered."
Item 4. Terms of the Transaction
Item 4 of the Schedule TO is hereby amended by adding to the Offer to
Purchase the following statement immediately after the first sentence of the
third paragraph under the caption "1. Terms of the Offer; Expiration Date":
"Rule 14d-11 under the Exchange Act permits Purchaser, subject to certain
conditions, to provide a subsequent offering period following the expiration of
the Offer on the Expiration Date. A subsequent offering period is an additional
period of time from three business days to 20 business days in length, beginning
after Purchaser purchases Shares tendered in the Offer, during which
stockholders may tender (but not withdraw) their Shares and receive the purchase
price payable in the Offer. During a subsequent offering period, Purchaser will
promptly purchase and pay for all Shares tendered at the same price paid in the
Offer."
Item 4 of the Schedule TO is hereby amended further by adding to the
Offer to Purchase the following statement, which statement is hereby added to
the end of the first sentence of the second paragraph under the caption "14.
Certain Conditions of the Offer": "; provided that, all conditions to the Offer,
other than necessary governmental approvals, will be satisfied or waived prior
to the expiration of the Offer." Item 4 of the Schedule TO is hereby amended
further by deleting the third paragraph under the caption "14. Certain
Conditions of the Offer" in its entirety.
Item 7. Source and Amount of Funds and Other Consideration
Item 7 of the Schedule TO is hereby amended by adding to the Offer to
Purchase the following statement, which statement is hereby added to the next to
the last sentence of the paragraph under the caption "9. Financing of the Offer
and the Merger": "Parent will provide such funds from cash on hand."
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<PAGE> 4
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.
CROWLEY MARITIME CORPORATION
/s/ WILLIAM P. VERDON
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Name: William P. Verdon
Title: Senior Vice President
SHILOH ACQUISITION INC.
/s/ WILLIAM P. VERDON
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Name: William P. Verdon
Title: Secretary
Date: January 12, 2001
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