UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
February 16, 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).
Cusip No. 690368 10 5
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Raphael Recanati
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
Israel
7. SOLE VOTING POWER
977,564
NUMBER OF
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,670,362
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 977,564
PERSON
WITH 10. SHARED DISPOSITIVE POWER
5,670,362
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,647,926
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.3%
14. TYPE OF REPORTING PERSON
IN
RAPHAEL RECANATI ("Recanati") hereby files, as an amendment to
his Schedule 13D pursuant to Section 13(d)(2) of the Securities
Exchange Act of 1934 (the "Act") and the Rules thereunder, the
following 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, N.Y. 10036.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (b) Raphael Recanati, 511 Fifth Avenue, New York, N.Y.
10017.
(c) Recanati's present principal occupation or employment is
President of Finmar Equities Co., 511 Fifth Avenue, New York, N.Y.
10017, shipping, finance and banking.
(d) 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. Recanati was chief executive
officer of Israel Discount Bank Limited and is among the defendants
found guilty. Recanati has categorically denied any wrongdoing and
intends to appeal. None of the activities in question relate to or
involve the Issuer or its business in any way.
(e) None
(f) Recanati is a citizen of Israel.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR
OTHER CONSIDERATION.
The following information was furnished in Schedule 13D filed
in April, 1980:
"On April 21, 1980, Recanati and his wife became a 25%
partner in OSG Holdings ("OSGH"), a New York general
partnership, with office at 511 Fifth Avenue, New York, N.Y.
10017, whose business consists of owning shares in the Issuer.
In connection with their admission to the partnership, they
transferred to OSGH 599,878 shares of Common Stock of the
Issuer owned by them jointly. OSG Holdings owns a total of
2,399,514 shares of Common Stock of the Issuer (including the
shares transferred to OSGH by Recanati and his wife).
As a result of becoming a partner in OSGH, Recanati may
be deemed to have acquired, within the meaning of Section
13(d)(1) of the Securities Exchange Act of 1934 and the Rules
thereunder, 1,799,636 shares of the Issuer (the shares owned
by OSGH, other than the shares transferred to OSGH by Recanati
and his wife), since Recanati is deemed to share the power to
vote and dispose of all shares of the Issuer owned by OSGH.
No payments were involved in the transaction by which
Recanati acquired his interest in OSGH. All shares
transferred by Recanati and his wife to OSGH had been owned by
them for more than ten years (except those shares that have
been received as stock dividends or in stock splits)."
The information above was amended and supplemented by the
Amendments filed to the Schedule 13D which are described after Item
7 below.
ITEM 4. PURPOSE OF THE TRANSACTION.
1 The following information was furnished in Schedule 13D filed
in April, 1980:
"Recanati's purpose in becoming a partner in OSGH was to
increase the proportion of shares of the Issuer in which
Recanati has an interest. He does not have 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, bylaws 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.
However, as a director of the Issuer, Recanati may from
time to time consider, or participate in action of the Board
of Directors involving, one or more of the foregoing matters.
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 Company from 20 million shares
to 30 million shares."
The information above was amended and supplemented by the
Amendments filed to the Schedule 13D which are 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). By reason of becoming a partner in OSGH,
Recanati may be deemed the beneficial owner of an aggregate of
3,289,215 shares of the Issuer (19.1% of the total shares
outstanding), including 465,507 shares (2.7%) as to which he
has sole power to vote and dispose and 2,823,708 shares
(16.4%) as to which he shares the power to vote and dispose.
These 2,823,708 shares include 223,335 shares (1.3%) which
Recanati owns jointly with his wife, Diane Recanati, 944 Fifth
Avenue, New York, New York (as to which he shares with her the
power to vote and dispose), the 2,399,514 shares (13.9%) owned
by OSGH (as to which he shares the power to vote with the
other partners in OSGH) 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 (as to
which he may be deemed to share the power to vote and dispose
by reason of the fact that he is a managing director and
shareholder of that corporation).
The principal partners in OSGH, with whom Recanati may be
deemed to share the power to vote and dispose of shares owned
by OSGH, are JSH Associates, 411 Fifth Avenue, New York, N.Y.,
a partnership engaged in investments; EST Associates, 8
Bramley Lane, Dobbs Ferry, N.Y., a partnership engaged in
holding interests in the Issuer, and Hermann Merkin, Suite
3502, One New York Plaza, New York, N.Y., a member of the New
York Stock Exchange. The principal partners in JSH Associates
are Stephen Shalom, 645 Fifth Avenue, New York, N.Y., whose
principal employment is as President of L.M.S. Equities, Inc.
(real estate and investments), 645 Fifth Avenue, New York,
N.Y., and Henry Shalom, 411 Fifth Avenue, New York, N.Y.,
whose principal employment is as Vice President of I. Shalom
& Co., Inc. (manufacture of handkerchiefs), 411 Fifth Avenue,
New York, N.Y. The principal partner in EST Associates is
Vivian Ostrovsky, 2 Avenue de Montespan, Paris, France, who is
a private investor (self-employed). Diane Recanati, with whom
Recanati shares the power to vote and dispose of shares of the
Issuer which they own jointly, is a sculptor (self-employed).
Hermann Merkin, Stephen Shalom, Henry Shalom and Vivian
Ostrovsky are citizens of the United States. Diane Recanati
is a citizen of the United Kingdom.
(c) Recanati has not effected any transactions within
the past 60 days in shares of Common Stock of the Issuer,
other than the transaction described in Item 3 and his receipt
of shares from the Issuer in a 3-for-2 stock split effected in
March 1980. (All information on beneficial ownership of
shares herein gives effect to the stock split.)
(d) Recanati has the right, as to the shares owned by
him individually, and he and wife have the right, as to the
shares owned by them jointly, to receive and the power to
direct the receipt of dividends from or the proceeds of sale
of such securities; as to the balance of the securities
described herein, the respective entities which hold such
securities have the right to receive or the power to direct
the receipt of dividends from or the proceeds of the sales of
such securities.
(e) Not applicable."
The information above was amended and supplemented by the
Amendments filed to the Schedule 13D which are 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
3 and Item 5 with respect to relationships between Recanati
and others with respect to securities of the Issuer. Under
the Partnership Agreement of OSGH, voting rights in respect of
the partnership'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 the
partnership and proceeds of the sale of any securities owned
by the partnership 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 partnership interest of Recanati and his wife is to be
given or made by 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."
The information above was amended and supplemented by
Amendment No. 4 filed to the Schedule 13D which is described after
Item 7 below.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following information was included in Schedule 13D filed
in April, 1980:
"(1) Partnership Agreement of OSG Holdings."
Items 3, 4 and 5 above were amended and supplemented as
follows by Amendment No. 1 to Schedule 13D filed in May, 1984:
"Since the filing of Recanati's Schedule 13D, the
aggregate number of shares of the Issuer of which he may be
deemed the beneficial owner has increased by 1.1% to 5,208,821
shares (20.2% of the total shares outstanding), including
698,260 shares (2.7%) as to which he has the sole power to
vote and dispose and 4,510,561 shares (17.5%) as to which he
shares the power to vote and dispose. These 4,510,561 shares
include 360,002 shares (1.4%) which Recanati owns jointly with
his wife, 3,499,271 shares (13.6%) owned by OSGH and 401,288
shares (1.5%) owned by a corporation of which Recanati is a
managing director and shareholder. See Recanati's Schedule
13D. Such shares also include 250,000 shares (1%) acquired
since the filing of Recanati's Schedule 13D by Discount Bank
(Overseas) Ltd., 3, Quai de L'Ile, Geneva, Switzerland
("DBO"), a Swiss banking corporation (as to which Recanati may
be deemed to share the power to vote and dispose by reason of
the fact that he is Chairman of the Board and owns an indirect
equity interest in that corporation). Shares acquired since
the filing of Recanati's Schedule 13D by the corporations
referred to herein (other than stock dividends) were acquired
by those corporations out of their own funds for the purpose
of investment; 25,000 shares transferred by OSGH to Recanati
and his wife represented their share of a pro rata
distribution of shares by OSGH to the partners thereof. The
only transaction since January 5, 1984 was a purchase by DBO
of 100,000 shares on March 6, 1984 at a price of $18 per share
on the New York Stock Exchange."
Items 3, 4, and 5, as heretofore amended and supplemented,
were amended and supplemented as follows by Amendment No. 2 to
Schedule 13D filed in January, 1985:
"Since the filing of Amendment No. 1 to Recanati's
Schedule 13D, the aggregate number of shares of the Issuer of
which he may be deemed the beneficial owner has increased by
2.7% to 5,913,821 shares (22.9% of the total shares
outstanding), including 698,260 shares (2.7%) as to which he
has the sole power to vote and dispose and 5,215,561 shares
(20.2%) as to which he shares the power to vote and dispose.
Such increases resulted from the following transactions:
(a) On January 10, 1985 Discount Corporation ("DC"),
P.O. Box 4150, Panama 5, Republic of Panama, a
Panama corporation (as to which Recanati may be
deemed to share the power to vote and dispose by
reason of the fact that he is Chairman of the Board
and owns shares of that corporation) purchased
780,000 shares (3.0%) of the Issuer in a private
transaction at a purchase price of $13.50 per
share. These shares were purchased by DC out of
its own funds for the purpose of investment. As a
result of this transaction DC and its wholly-owned
subsidiary, DBO, own in the aggregate 1,030,000
shares (4.0%) of the Issuer.
(b) On December 11, 1984 OSGH, of which Recanati and
his wife jointly are 25% partners, distributed
100,000 shares of the Issuer to the partners
therein pro rata, thereby reducing the number of
shares of the Issuer owned by OSGH to 3,399,271
shares (13.2%). Of the 100,000 shares, 25,000 were
distributed to Recanati and his wife, thereby
increasing to 385,002 shares (1.5%) the number of
shares of the Issuer which Recanati owns jointly
with his wife. No payments were involved in the
distribution of shares by OSGH to the partners
therein."
Items 3, 4 and 5 above, as heretofore amended and
supplemented, were amended and supplemented as follows by Amendment
No. 3 filed in June, 1986:
"On June 5, 1986 OSG Holdings ("OSGH"), a New York
partnership in which Recanati and his wife are a 25% partner,
transferred 200,000 shares of the Issuer pro rata to the
respective partners, of which 50,000 were transferred to
Recanati and his wife. As a result of this transfer the
shares of the Issuer owned by OSGH were reduced to 3,199,271
shares (12.4% of the total shares outstanding), and the number
of shares of which Recanati is deemed the beneficial owner was
reduced by 150,000 shares, since he no longer shares the power
to vote and dispose of the 150,000 shares transferred to
partners other than himself and his wife. No payments were
involved on the transfer of shares by OSGH to the partners
therein.
After giving effect to this transfer and to dispositions,
since the filing of Amendment No. 2 to Recanati's Schedule
13D, by other companies of shares of the Issuer of which
Recanati was deemed a beneficial owner by reason of his shared
power to vote and dispose, Recanati may be deemed the
beneficial owner of 5,633,821 shares (21.8% of the total
shares outstanding), including 698,260 shares (2.7%) as to
which he has the sole power to vote and dispose and 4,935,561
shares (19.1%) as to which he shares the power to vote and
dispose.
There have been no transactions in shares of the Issuer
involving Recanati within the past 60 days other than the
transfer of shares by OSGH described above."
Items 3, 4, 5 and 6 above, as heretofore amended and
supplemented, were amended and supplemented as follows by Amendment
No. 4 to Schedule 13D filed in September, 1989:
"On September 21, 1989, OSG Holdings ("OSGH"), a
partnership of which Recanati and his wife jointly are 25%
partners, distributed 1,492,563 shares of the Issuer to
certain partners therein, thereby reducing the number of
shares of the Issuer owned by OSGH to 2,986,416 (8.3% of the
total outstanding shares of the Issuer as of June 30, 1989, as
reported in the Issuer's Form 10Q for the period ended on that
date). Of the 1,492,563 shares, 373,141 were distributed to
Recanati and his wife jointly, thereby increasing to 982,143
shares (2.7%) the number of shares of the Issuer which
Recanati owns jointly with his wife. No payments were
involved in the distribution of shares by OSGH to the partners
therein, and no change has occurred in the percentage interest
that Recanati and his wife hold in OSGH. As a result of the
foregoing and of a 7-for-5 stock split and other transactions
in shares of the Issuer that have occurred since the filing of
Amendment No. 3 to Recanati's Schedule 13D and more than 60
days prior to the date hereof, Recanati may be deemed the
"beneficial owner" of an aggregate of 6,627,926 shares of the
Issuer (18.4%), including 977,564 shares (2.7%) as to which he
has the sole power to vote and dispose and 5,650,362 shares
(15.7%) as to which he shares the power to vote and dispose.
Except for the transfers of shares by OSGH described
above, there have been no transactions in shares of the Issuer
involving Recanati within the past 60 days."
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.
February 25, 1994
Date February 25, 1994
/s/ Raphael Recanati
Signature
Raphael Recanati
Name
