UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
OVERSEAS SHIPHOLDING GROUP, INC.
(Name of Issuer)
Common Stock (Par Value $1.00 per share)
(Title of Class of Securities)
690368 10 5
(Cusip Number)
Howard A. Shapiro, Esq., Proskauer Rose Goetz & Mendelsohn
1585 Broadway, New York, N.Y. 10022 (212) 969-3345
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 10, 1994
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent
of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) 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).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OSG HOLDINGS
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ X ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
00
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ X ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7. SOLE VOTING POWER
2,986,416
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 2,986,416
PERSON
WITH 10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,986,416
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
14. TYPE OF REPORTING PERSON
PN
<PAGE>
OSG HOLDINGS, a New York partnership ("OSGH"), hereby
files as an amendment to its Schedule 13D pursuant to Section
13(d)(2) of the Securities Exchange Act of 1934 (the "Act") and
the Rules thereunder, by amending and restating Item 2 thereof
and providing supplemental information:
ITEM 1. SECURITY AND ISSUER.
Common Stock, par value $1.00, of Overseas Shipholding
Group, Inc., a Delaware corporation (the "Issuer"), 1114 Avenue
of the Americas, New York, New York 10036.
ITEM 2. IDENTITY AND BACKGROUND.
OSGH is a general partnership organized under the laws
of the State of New York. Its principal business is ownership of
shares of Common Stock of the Issuer. Its address is 511 Fifth
Avenue, New York, New York 10017. The general partners in OSGH,
their respective percentage interests in OSGH, and information
concerning each of them, is as follows:
Hermann Merkin and members of his family ("Merkin")
(37.34%), 415 Madison Avenue, New York, N.Y.
10017. Principal occupation or employment
Member, New York Stock Exchange.
EST Associates L.P. ("EST") (36.68%), a New York
limited partnership. Its principal business is
ownership of interests in the Issuer. EST's
address is 275 Madison Avenue, Suite 902, New
York, N.Y. 10016. The principal partner in EST is
Vivian Ostrovsky, 4 Avenue de Montespan, Paris,
France, who is a private investor (self-employed).
Michael A. Recanati ("MAR") (0.57%), 1114 Avenue of the
Americas, New York, N.Y. 10036, whose principal
employment is as Executive Vice President of the
Issuer.
Samuel Rosenbloom ("Rosenbloom") (0.41%), 511 Fifth
Avenue, New York, N.Y. 10017, whose principal
employment is as Senior Vice President and
Secretary of Maritime Overseas Corporation (ship
agents and brokers), 511 Fifth Avenue, New York,
N.Y. 10017.
Raphael Recanati and Diane Recanati, as tenants in
common (individually "R. Recanati and D. Recanati,
respectively, and together, "the Recanatis")
(25%), 511 Fifth Avenue, New York, N.Y. 10021. R.
Recanati's principal employment is as President of
Finmar Equities Co. (shipping, finance and
banking), 511 Fifth Avenue, New York, N.Y. 10017.
D. Recanati is a sculptor (self-employed).
R. Recanati is a director of IDB Holding Corporation
Ltd. and several of its subsidiaries. On February 16, 1994,
following a lengthy trial in the District Court of Jerusalem,
State of Israel, the four largest banks in that country,
including Israel Discount Bank Limited, and its former parent IDB
Holding Corporation Ltd., and members of their senior management
were found guilty, in connection with acts that occurred prior to
October 1983, of engaging in fraudulent securities transactions
and making false statements within the meaning of certain
provisions of that country's banking, securities and other laws.
The violations involve activities, which terminated in October
1983, relating to shares of these Israeli institutions.
R. Recanati was chief executive officer of Israel Discount Bank
Limited and is among the defendants found guilty. He received a
sentence of eight months and a suspended sentence of two years,
both of which were stayed pending the outcome of an appeal being
made to the Supreme Court of Israel; he was also fined
approximately $200,000. R. Recanati has categorically denied any
wrongdoing. None of the activities in question relate to or
involve the Issuer or its business or OSGH in any way.
Each of the individuals listed above is a citizen of
the United States, except R. Recanati who is a citizen of
Israel and D. Recanati who is a citizen of the United Kingdom.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
The following information was furnished in Schedule 13D
filed in April, 1980:
"OSGH was organized on April 21, 1980. Each of the
partners contributed to OSGH shares of the Company as follows:
Merkin - 599,457 shares
JSH - 599,706
EST - 586,869
Neuman - 7,136
Rosenbloom - 6,468
The Recanatis - 599,878
---------
2,399,514 shares
Except for the shares contributed by the Recanatis, all these
shares were received by the respective partners on the
liquidation of an investment partnership in which they had been
partners for more than ten years and which had held all the
shares since its inception (except those shares that had been
received as stock dividends or in stock splits). The shares
contributed to OSGH by the Recanatis had been owned by them for
more than ten years (except those shares that had been received
as stock dividends or in stock splits). No payments were
involved in the organization of OSGH or the transfer of shares of
the Company to OSGH."
The information above was amended and supplemented by
Amendment No. 2 filed to the Schedule 13D which is described
after Item 7 below.
ITEM 4. PURPOSE OF THE TRANSACTION.
The following information was furnished in Schedule 13D
filed in April, 1980:
"OSGH was organized for the purpose of combining in one
entity, under the terms of the Partnership Agreement referred to
in Item 6, the ownership, including voting, of the 2,399,514
shares of Common Stock of the Issuer contributed to OSGH.
Neither OSGH nor, except as indicated below, any of the persons
named in Item 2 has any plans or proposals which relate to or
would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets
of the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization
or dividend policy of the Issuer;
(f) Any other material change in the Issuer's
business or corporate structure;
(g) Changes in the Issuer's charter, by-laws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated
above.
"As described in Item 5 below the persons named in Item
2 own individually or have interests in shares of Common Stock of
the Issuer other than those owned by OSGH, and one or more of
such persons may from time to time dispose of some of such shares
or interests or acquire additional shares of the Issuer.
"As directors of the Company, Merkin, R. Recanati and
Stephen Shalom may from time to time consider, or participate in
action of the Board of Directors involving, one or more of the
matters listed in (b) through (j) above. In this connection, the
Board of Directors at its meeting on March 18, 1980 adopted
resolutions recommending approval by the shareholders at their
1980 annual meeting of an increase in the authorized shares of
the Common Stock of the Issuer from 20 million to 30 million."
The information above was amended and supplemented by
Amendment No. 2 filed to the Schedule 13D which is described
after Item 7 below.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following information was furnished in Schedule 13D
filed in April, 1980:
"(a) and (b) OSGH owns 2,399,514 shares of Common Stock
of the Issuer (13.9% of the total shares outstanding), all of
which were acquired upon the organization of OSGH by contribution
from the partners. OSGH has the sole power to vote or direct the
vote and sole power to dispose or to direct the disposition of
these shares.
"Merkin, EST, JSH and R. Recanati may be deemed, by
reason of being substantial partners in OSGH, to share the power
to vote or to direct the vote and to dispose or to direct the
disposition of such shares. Stephen Shalom and Henry Shalom may
have similar shared power by reason of their being the principal
partners in JSH, and Vivian Ostrovsky may be deemed to have
similar shared power by reason of being the principal partner in
EST. (Neuman and Rosenbloom are not considered to have such
shared power in view of their small interests in OSGH, and D.
Recanati is not considered to have such shared power since the
Recanatis' interest in OSGH is by agreement voted solely by R.
Recanati.) The beneficial ownership of each of the persons listed
in Item 2 in shares of Common Stock of the Issuer is as follows:
Merkin - 2,818,177 shares (16.4% of the total
outstanding shares of the Issuer), including 358,033
shares (2.1%) which Merkin has the sole power to
vote and to dispose and 2,460,144 shares (14.3%)
which Merkin has shared power to vote and dispose
(consisting of 2,399,514 shares held by OSGH, and
60,630 shares held by Leib Merkin, Inc., a New York
corporation, Suite 3502, 1 New York Plaza, New York,
N.Y. 10004, of which Merkin is an officer, director
and shareholder and the remaining interests in which
are held by relatives).
JSH - 2,406,663 shares (14.0%), including 7,149 shares
which JSH has the sole power to vote and dispose and
2,399,514 Shares (13.9%) held by OSGH as to which
JSH has shared power to vote and dispose.
EST - 2,924,008 shares (17.0%), including 524,494
shares (3.1%) which EST has the sole power to vote
and dispose and 2,399,514 shares (13.9%) held by
OSGH as to which EST has shared power to vote and
dispose.
R. Recanati - 3,289,215 shares (19.1%), including
465,507 shares (2.7%) which he has the sole power to
vote and dispose, and 2,823,708 shares (16.4%) as to
which he shares the power to vote and dispose
(consisting of 2,399,514 shares (13.9%) owned by
OSGH, 223,335 shares (1.3%) owned jointly with D.
Recanati and 200,859 shares (1.2%) owned by Cargo
Ships "El-Yam" Limited, P.O. Box 2303, Tel Aviv,
Israel, an Israel corporation engaged in the
shipping business, of which he is a managing
director and shareholder.)
Neuman - 74,368 shares (0.4%), including 15,052 shares
which he has the sole power to vote and dispose and
59,316 shares as to which he has shared power to
vote and dispose (consisting of 4,203 shares held
jointly with his wife and 55,113 shares held jointly
as co-trustee with Rosenbloom).
Rosenbloom - 61,768 shares (0.4%), including 6,394
shares which he has the sole power to vote and
dispose and 55,374 shares as to which he has shared
power to vote and dispose (consisting of 261 shares
held jointly with his wife and 55,113 shares held
jointly as co-trustee with Neuman).
D. Recanati - 223,335 shares (1.3%) as to which she
shares the power to vote and dispose with R.
Recanati by reason of the fact that such shares are
owned by the Recanatis jointly.
Stephen Shalom - 2,688,496 shares (15.6%), including
281,833 shares (1.6%) which he has sole power to
vote and dispose, and 2,406,663 shares (14.0%) as to
which he shares the power to vote and dispose
(consisting of 2,399,514 shares (13.9%) held by OSGH
and 7,149 shares held by JSH).
Henry Shalom - 2,499,726 shares (14.5%), including
93,063 shares (0.5%) which he has sole power to vote
and dispose, and 2,406,663 shares (14.0%) as to
which he shares the power to vote and dispose
(consisting of 2,399,514 shares (13.9%) held by OSGH
and 7,149 shares held by JSH).
Vivian Ostrovsky, 2,924,008 shares (17.0%) as to which
she is deemed to share the power to vote and dispose
by reason of being the principal partner in EST (see
above).
"(c) No transactions in shares of Common Stock of the
Issuer were effected within the past 60 days by OSGH or any of
the persons named in Item 2, except as set forth in Item 3 and
except as follows:
(1) In March 1980, the Issuer distributed shares
of Common Stock in a 3-for-2 stock split. (All information on
beneficial ownership of shares herein gives effect to the stock
split.)
(2) In March 1980, Merkin sold an aggregate of
26,750 shares of Common Stock of the Issuer in transactions on
the New York Stock Exchange, as follows:
Amount of Sale Price
Date Securities Sold Per Share
- ----- --------------- ----------
3/13/80 1,500 (1) $23.50 (1)
3/13/80 1,500 (1) 23.33 (1)
3/14/80 1,500 (1) 22.67 (1)
3/14/80 300 (1) 22.83 (1)
3/17/80 450 (1) 22.00 (1)
3/18/80 500 21.50
3/18/80 2,700 20.75
3/19/80 6,300 21.25
3/19/80 500 21.125
3/20/80 500 21.25
3/20/80 200 20.50
3/25/80 500 19.625
3/25/80 500 19.50
3/25/80 4,800 19.25
3/25/80 5,000 19.00
--------
26,750
(1) Adjusted to give effect to 3 for 2 stock split. Mr. Merkin
also disposed of 3,700 shares by gifts on March 21, 1980 and 750
shares by gift on March 18, 1980.
(3) In March 1980, JSH distributed to the
partners therein, on a pro rata basis, 149,448 shares of Common
Stock of the Issuer, including 32,880 shares distributed to each
of Stephen Shalom and Henry Shalom.
"(d) The right to receive and the power to direct the
receipt of dividends or the proceeds of sale of the shares of
Common Stock of the Issuer referred to in Item 5 (a) and (b) are
held by the persons who are the beneficial owners thereof as
disclosed therein, except as follows:
(1) As to shares owned by OSGH - the partners
thereof, in proportion to their respective partnership interests;
(2) As to shares held by JSH - Stephen Shalom,
22%; Henry Shalom, 22%; other persons, 56%.
(3) As to shares held by EST - Vivian Ostrovsky,
90.13%; another person, 9.87%.
(4) As to shares held by Neuman and Rosenbloom,
as co-trustees - the beneficiaries of such trust;
(5) As to shares held by corporations - the
respective entities which hold such shares.
(6) As to shares owned jointly by two persons -
said persons.
No person described in this Item 5(d), who is not
specifically identified in Item 5(a) and (b), has an interest
which relates to more than 5% of the outstanding Common Stock of
the Issuer.
"(e) Not applicable."
Item 5 above was amended and supplemented as follows by
Amendment No. 1 to Schedule 13D filed in March, 1981:
"No change, except as follows:
(a) and (b) Michael Recanati is not
considered to have shared power to vote or to direct
the vote or to dispose or to direct the disposition of
shares of Common Stock of the Issuer held by OSGH.
Michael Recanati does not own any shares of Common
Stock of the Issuer.
There have been changes, not material, in the
beneficial ownership of certain of the persons listed
in Item 2 in shares of Common Stock of the Issuer in
which OSGH has no interest.
(c) No transactions in shares of Common
Stock of the Issuer were effected within the past 60
days by OSGH or any of the persons named in Item 2,
except as follows:
(1) Mr. Merkin sold 10,000 shares of Common
Stock of the Issuer in a transaction on the New York
Stock Exchange on January 27, 1981 at a sale price of
$46.50 per share.
(2) Mr. Merkin disposed of 581 shares of
Common Stock of the Issuer on March 30, 1981 by
charitable gift.
(3) JSH disposed of 7,149 shares of Common
Stock of the Issuer on January 28, 1981 by charitable
gift.
(4) Henry Shalom disposed of 563 shares of
Common Stock of the Issuer on January 27, 1981 by
charitable gift."
The information above was amended and supplemented by
Amendment No. 2 filed to the Schedule 13D which is described
after Item 7 below.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO SECURITIES
OF THE ISSUER.
The following information was furnished in Schedule 13D
filed in April, 1980:
"Reference is made to the information contained in Item
2 and Item 5 with respect to relationships between persons named
herein and between such persons and others with respect to
securities of the Issuer. Under the Partnership Agreement of
OSGH voting rights in respect of OSGH's shares of the Issuer are
to be exercised in accordance with the decision of the partners
holding 75% or more in interest in the partnership, except that
if management of the Issuer solicits proxies solely in respect of
the election of directors and selection of auditors, the shares
are to be voted in accordance with the recommendation of
management unless otherwise determined by partners holding 75% or
more in interest in the partnership. Profits of OSGH and
proceeds of the sale of any securities owned by OSGH are to be
distributed to the partners annually, in proportion to their
respective partnership interests. Securities may be sold,
transferred, pledged or encumbered only upon authorization of
partners owning 75% or more in interest in the partnership. The
Partnership Agreement also provides that any vote or consent in
respect of the Recanatis' partnership interest is to given or
made by R. Recanati as long as he has an interest therein.
Reference is made to the Partnership Agreement of OSGH annexed as
an Exhibit to this Schedule 13D for further information
concerning the terms thereof."
Item 6 above was amended and supplemented as follows by
Amendment No. 1 to Schedule 13D filed in March, 1981:
"The second sentence under Item 6 is amended to
read:
'Under the Partnership Agreement of OSGH voting
rights in respect of OSGH's shares of the Issuer
are to be exercised in accordance with the
decision of the partners holding 75% or more in
interest in the partnership, except that if
management of the Issuer solicits proxies, the
shares are to be voted in accordance with the
recommendation of management unless otherwise
determined by partners holding 75% or more in
interest in the partnership.'"
The information above was amended and supplemented by
Amendment No. 2 filed to the Schedule 13D which is described
after Item 7 below.
ITEM 7. EXHIBITS.
The following information was furnished in Schedule 13D
filed in April, 1980:
"(1) Partnership Agreement of OSG Holdings."
Item 7 above was amended and supplemented as follows by
Amendment No. 1 to Schedule 13D filed in March, 1981:
"(1) Conformed copy of Amendment dated March
19, 1981 to the Partnership Agreement of OSGH."
Items 3, 4, 5, 6 and 7 above, as heretofore
amended and supplemented, were amended and supplemented as
follows by Amendment No. 2 to Schedule 13D filed in September,
1989:
"On September 21, 1989, JSH Associates withdrew as a
partner in OSGH, and the partnership distributed shares of the
Issuer as follows: to JSH, 1,119,422 shares; to Raphael Recanati
and Diane Recanati jointly, 373,141 shares. As a result of this
distribution and other transactions in shares of the Issuer that
have occurred since the filing of Amendment No. 1 to OSGH's
Schedule 13D and more than 60 days prior to the date hereof,
OSGH's beneficial ownership of shares of the Issuer (after giving
effect to a 7-for-5 stock split in 1989) was reduced to 2,986,416
shares (representing 8.3% of the shares of the Issuer outstanding
as of June 30, 1989, as reported on the Issuer's Form 10Q for the
quarter ended on that date). As a result of the withdrawal of
JSH, the present partners in OSGH and their respective percentage
interests in OSGH are as set forth in Paragraph 4 of the
Amendment dated as of September 21, 1989 to the Partnership
Agreement of OSGH, a copy of which is filed herewith, pursuant to
Item 7 of Schedule 13D. Except for the transfers of shares by
- -------
OSGH to JSH Associates and to Raphael Recanati and Diane Recanati
described above, neither OSGH nor any of the persons listed in
Paragraph 4 of said Amendment has engaged in any transactions in
shares of the Issuer within the past 60 days.
Exhibit: Amendment dated as of September 21, 1989 to
Partnership Agreement of OSG Holdings."
SIGNATURE
After reasonable inquiry and to the best of the
knowledge and belief of the undersigned, the undersigned
certifies that the information set forth in this statement is
true, complete and correct.
May 25, 1994
-----------------------------------
Dated
OSG HOLDINGS
By /S/SAMUEL ROSENBLOOM
--------------------------------
Signature
OSG HOLDINGS
----------------------------------
Name
