UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Overseas Shipholding Group, Inc.
(Name of Issuer)
Common Stock, par value $1 per share
(Title of Class of Securities)
690368 10 5
(CUSIP Number)
LAWRENCE G. WEPPLER, ESQ.
277 Park Avenue
New York, NY 10172
Tel. No.: (212) 207-5455
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
October 25, 1996
(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 statement because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ].
Page 1 of 8 Pages
<PAGE>
SCHEDULE 13D
CUSIP NO. 690368 10 5 PAGE 2 OF 8 PAGES
---------------------------
<TABLE>
<C> <S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fribourg Enterprises L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,823,241
SHARES
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,823,241
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,823,241
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 690368 10 5 PAGE 3 OF 8 PAGES
---------------------------
<TABLE>
<C> <S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fribourg Grandchildren Family L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF 2,823,241
SHARES
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH
9 SOLE DISPOSITIVE POWER
2,823,241
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,823,241
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 690368 10 5 PAGE 4 OF 8 PAGES
---------------------------
<TABLE>
<C> <S> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fribourg Investment Company L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
Not Applicable
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,823,241
BENEFICIALLY
OWNED BY EACH
REPORTING 8 SHARED VOTING POWER
PERSON
WITH -0-
9 SOLE DISPOSITIVE POWER
2,823,241
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,823,241
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
14 TYPE OF REPORTING PERSON
PN
</TABLE>
<PAGE>
CUSIP NO. 690368 10 5 PAGE 5 OF 8
The statement on Schedule 13D dated March 12, 1992 (the "Statement") filed
by Fribourg Enterprises L.P., a Delaware limited partnership ("Fribourg
Enterprises"), relating to the common stock, par value $1 per share, of Overseas
Shipholding Group, Inc. (the "OSG Common Stock"), a Delaware corporation
("OSG"), and as amended by Amendment No. 1, dated April 19, 1993, is hereby
amended and restated in its entirety as follows:
ITEM 1. SECURITY AND ISSUER.
a. Common Stock, par value $1 per share.
b. Overseas Shipholding Group, Inc.
1114 Avenue of the Americas
New York, New York 10036
ITEM 2. IDENTITY AND BACKGROUND
a. Fribourg Grandchildren Family L.P.
b. c/o Fribourg Enterprises L.P.
c/o Fribourg Investment Company L.P.
277 Park Avenue
New York, New York 10172
c. Not applicable.
d. No.
e. No.
f. Not applicable.
The following is the general partner of Fribourg Grandchildren
Family L.P.
aa. Fribourg Enterprises L.P.
bb. c/o Fribourg Investment Company L.P.
277 Park Avenue
New York, New York 10172
cc. Not applicable.
dd. No.
ee. No.
ff. Not applicable.
The following is the general partner of Fribourg Enterprises
L.P.
aaa. Fribourg Investment Company L.P.
bbb. 277 Park Avenue
New York, New York 10172
ccc. Not applicable.
ddd. No.
eee. No.
fff. Not applicable.
The following is the managing general partner of
Fribourg Investment Company L.P.
aaaa. Michel Fribourg
bbbb. 277 Park Avenue
New York, New York 10172
cccc. Chairman Emeritus of the Board
Continental Grain Company
277 Park Avenue
New York, New York 10172
<PAGE>
CUSIP NO. 690368 10 5 PAGE 6 OF 8
dddd. No.
eeee. No.
ffff. United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Michel Fribourg and Fribourg Investment Company L.P. contributed by
written instruments of transfer dated March 12, 1992, 1,282,513 and 1,540,728
shares of the common stock of the issuer, respectively, to Fribourg Enterprises
L.P. Fribourg Enterprises L.P. contributed by written instruments of transfer
dated October 25, 1996, 2,823,241 shares of common stock of the issuer to
Fribourg Grandchildren Family L.P.
ITEM 4. PURPOSE OF TRANSACTION
With respect to each of the above partnerships, all of the shares are held
for investment purposes. Michel Fribourg is a Director of the Company and as
such exercises influence upon the Company's Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a. With respect to each of the above partnerships and individual,
2,823,241 shares of OSG Common Stock are beneficially owned, which constitutes
approximately 7.8% of the issued and outstanding shares.
b. Each of the above partnerships and individual has sole voting and
dispositive power with respect to the 2,823,241 shares.
c. None other than as specified in response to Item 3.
d. Under the terms of the Fribourg Investment Company L.P. Partnership
Agreement, the adult children of Michel Fribourg, and his wife have distribution
rights with respect to the income of the partnership. Under the terms of the
Amended and Restated Agreement of Limited Partnership of Fribourg Grandchildren
Family L.P., Fribourg Enterprises L.P., Michel Fribourg, and Mary Ann Fribourg,
as Trustee for various trusts on behalf of the descendants of Michel Fribourg,
have distribution rights with respect to the income of the partnership.
e. Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Michel Fribourg is the Managing Partner of Fribourg Investment Company
L.P., which is the general partner of Fribourg Enterprises L.P., which is the
general partner of Fribourg Grandchildren Family L.P., and as such he exercises
ultimate control over the transfer and voting of the securities of the issuer
owned by Fribourg Grandchildren Family L.P. The distribution of profits and
losses of Fribourg Enterprises L.P. from all sources between Fribourg Investment
Company L.P. and Michel Fribourg is governed by the terms of the Agreement and
Certificate of Limited Partnership of Fribourg Enterprises L.P. dated March 12,
1992. The distribution of profits and losses of Fribourg Grandchildren Family
L.P. from all sources, between Fribourg Enterprises L.P., Michel Fribourg, and
Mary Ann Fribourg, as Trustee for trusts on behalf of the descendants of Michel
Fribourg, is governed by the terms of the Amended and Restated Agreement of
Limited Partnership of Fribourg Grandchildren Family L.P. dated October 25,
1996.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
See Exhibit A, Joint Filing Agreement.
<PAGE>
CUSIP NO. 690368 10 5 PAGE 7 OF 8
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.
Dated: December 3, 1996
FRIBOURG GRANDCHILDREN FAMILY L.P.
By: Fribourg Enterprises L.P., general partner
By: Fribourg Investment Company L.P., general partner
By: /s/ Michel Fribourg
Michel Fribourg
Managing General Partner
FRIBOURG ENTERPRISES L.P.
By: Fribourg Investment Company L.P., general partner
By: /s/ Michel Fribourg
Michel Fribourg
Managing General Partner
FRIBOURG INVESTMENT COMPANY L.P.
By: /s/ Michel Fribourg
Michel Fribourg
Managing General Partner
<PAGE>
CUSIP NO. 690368 10 5 PAGE 8 OF 8
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the Schedule
13D filed herewith and any amendments thereto relating to the acquisition of
shares of the Common Stock of the Company is filed jointly on behalf of each
such person.
Dated: November 27, 1996
FRIBOURG GRANDCHILDREN FAMILY L.P.
By: Fribourg Enterprises L.P., general partner
By: Fribourg Investment Company L.P., general partner
By: /s/ Michel Fribourg
Michel Fribourg
Managing General Partner
FRIBOURG ENTERPRISES L.P.
By: Fribourg Investment Company L.P., general partner
By: /s/ Michel Fribourg
Michel Fribourg
Managing General Partner
FRIBOURG INVESTMENT COMPANY L.P.
By: /s/ Michel Fribourg
Michel Fribourg
Managing General Partner
