United States
Securities and Exchange Commission
Washington, D.C. 20549
______________________________
FORM 8-K
______________________________
Current Report
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
July 30, 1997 1-6479-1
Date of Report (Date of Commission File Number
earliest event reported)
Overseas Shipholding Group, Inc.
Exact name of registrant as specified in its charter)
Delaware 13-2637623
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1114 Avenue of the Americas
New York, New York 10036
(Address of Principal Executive Offices) (Zip Code)
(212) 869-1222
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets
On July 30, 1997, Overseas Cruiseship, Inc. ("OCI"), a
wholly owned subsidiary of the Registrant, sold its 49% stock
interest in Celebrity Cruise Lines, Inc. ("Celebrity") to Royal
Caribbean Cruises Ltd. ("RCCL") for cash in the amount of
$120,050,000 and 3,649,655 shares of common stock of RCCL
pursuant to a stock purchase agreement dated July 2, 1997, by and
among Archinav Holdings, Ltd., OCI, Celebrity and RCCL (the
"Stock Purchase Agreement").
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
7.1 Stock Purchase Agreement, dated July 2, 1997 (filed via
EDGAR as Exhibit 7.1 to Overseas Shipholding Group, Inc. and
OCI's combined Schedule 13D, filed with respect to RCCL, and
incorporated herein by reference).
7.2 Pro forma financial information of the Registrant required
pursuant to Article 11 of Regulation S-X with respect to the
transaction described in Item 2.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
OVERSEAS SHIPHOLDING GROUP, INC.
Date: August 12, 1997 By: /s/ Robert N. Cowen
Name: Robert N. Cowen
Title: Senior Vice President and
Secretary
EXHIBIT 7.2
-----------
PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma condensed
consolidated financial statements (the "pro forma financial
statements") give effect to the disposition (the
"Disposition") of the 49% stock interest in Celebrity Cruise
Lines Inc. ("Celebrity") on July 30, 1997 by a wholly owned
subsidiary of Overseas Shipholding Group, Inc. (the
"Company"). The Unaudited Pro Forma Condensed Consolidated
Statement of Income data give effect to the Disposition as
if it had occurred on the first day of the periods presented
while the Unaudited Pro Forma Condensed Consolidated Balance
Sheet data give effect to the Disposition as if it had
occurred on March 31, 1997. These pro forma financial
statements are based on estimates and assumptions set forth
below and in the notes to such statements which include pro
forma adjustments. The pro forma financial statements have
been prepared utilizing the historical financial statements
of Overseas Shipholding Group, Inc. and should be read in
conjunction with historical financial statements and
accompanying notes included in the Company's 1996 Annual
Report on Form 10-K and other financial information filed on
Form 10-Q for the quarter ended March 31, 1997. These pro
forma financial statements do not purport to be indicative
of the results that actually would have been achieved if
this disposition had been effected on the dates indicated or
of those results that may be obtained in the future.
<PAGE>
<TABLE>
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 1997
---------------------------------------------------------
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
----------------------------------------------------
ASSETS
------
<S> <C> <C> <C>
Current Assets:
- ---------------
Cash, including interest-
bearing deposits $ 127,596,000 $ 127,596,000
Receivables 31,986,000 31,986,000
Prepaid Expenses 29,715,000 29,715,000
-------------- --------------
Total Current Assets 189,297,000 189,297,000
Investments in Marketable
Securities 27,689,000 (4,008,000) (2) 23,681,000
Capital Construction and
Restricted Funds 146,670,000 146,670,000
Vessels, at cost, less
accumulated depreciation 1,300,054,000 1,300,054,000
Vessels Under Capital
Leases, less accumulated
amortization 77,447,000 77,447,000
Investment in Cruise
Business 237,783,000 (88,114,000) (1)(2) 149,669,000
Investments in Bulk
Shipping Joint Ventures 92,411,000 92,411,000
Other Assets 78,366,000 2,450,000 (1) 80,816,000
-------------- --------------
$2,149,717,000 $2,060,045,000
============== ==============
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C> <C>
Current Liabilities:
- --------------------
Accounts payable, sundry
liabilities and accrued
expenses $ 51,409,000 $ 51,409,000
Current installments of
debt 30,039,000 30,039,000
-------------- --------------
Total Current
Liabilities 81,448,000 81,448,000
Long-term Debt 1,093,449,000 (113,450,000) (1) 979,999,000
Obligations Under Capital
Leases 107,999,000 107,999,000
Deferred Federal Income
Taxes, Deferred Credits
and Advance Time Charter
Revenues 106,101,000 11,080,000 (1) 117,181,000
Shareholders' Equity:
Common Stock, par value
$1 per share:
Authorized - 60,000,000
shares
Issued - 39,590,759
shares 39,591,000 39,591,000
Paid-in Additional Capital 93,833,000 93,833,000
Retained Earnings 684,590,000 13,023,000 (1) 697,613,000
-------------- --------------
818,014,000 831,037,000
Less - cost of Treasury
Stock - 3,334,055 shares 48,954,000 48,954,000
-------------- --------------
769,060,000 782,083,000
Less - net unrealized loss
on marketable securities 8,340,000 325,000 (2) 8,665,000
-------------- --------------
Total Shareholders'
Equity 760,720,000 773,418,000
-------------- --------------
$2,149,717,000 $2,060,045,000
============== ==============
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</TABLE>
<TABLE>
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
- ------------------------------------------------------------------------------
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
------------------------------------------
<S> <C> <C> <C>
Shipping Revenues:
Revenue from voyages $452,263,000 $452,263,000
Income attributable to bulk
shipping joint ventures 3,605,000 3,605,000
------------ -------------
455,868,000 455,868,000
------------ -------------
Shipping Expenses:
Vessel and voyage 297,209,000 297,209,000
Depreciation of vessels and
amortization of capital leases 71,003,000 71,003,000
Agency fees 32,552,000 32,552,000
General and administrative 8,488,000 8,488,000
------------ -------------
409,252,000 409,252,000
------------ -------------
Income from Vessel Operations 46,616,000 46,616,000
Equity in Results of Cruise
Business 21,000 5,429,000 (3) 5,450,000
Other income (net) 26,208,000 26,208,000
------------ -------------
72,845,000 78,274,000
Interest Expense 69,458,000 (6,847,000)(4) 62,611,000
------------ -------------
Income before Federal Income Taxes 3,387,000 15,663,000
Provision for Federal Income Taxes 885,000 3,137,000 4,022,000
------------ -------------
Net Income $ 2,502,000 $ 11,641,000
============ =============
Net Income Per Share, based on a
weighted average number of shares
outstanding of 36,234,000 $ 0.07 $ 0.32
============ =============
<PAGE>
</TABLE>
<TABLE>
OVERSEAS SHIPHOLDING GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997
- -----------------------------------------------------------------------------
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
-------------------------------------------
<S> <C> <C> <C>
Shipping Revenues:
Revenue from voyages $126,781,000 $126,781,000
Income attributable to bulk
shipping joint ventures 1,012,000 1,012,000
------------- ------------
127,793,000 127,793,000
------------- ------------
Shipping Expenses:
Vessel and voyage 78,548,000 78,548,000
Depreciation of vessels and 19,668,000
amortization of capital leases 19,668,000
Agency fees 8,844,000 8,844,000
General and administrative 3,129,000 3,129,000
------------- ------------
110,189,000 110,189,000
------------- ------------
Income from Vessel Operations 17,604,000 17,604,000
Equity in Results of Cruise
Business (1,472,000) 2,765,000 (3) 1,293,000
Other income (net) 7,771,000 7,771,000
------------- ------------
23,903,000 26,668,000
Interest Expense 19,816,000 (1,700,000)(4) 18,116,000
------------- ------------
Income before Federal Income Taxes 4,087,000 8,552,000
Provision for Federal Income Taxes 2,040,000 780,000 2,820,000
------------- ------------
Net Income $ 2,047,000 $ 5,732,000
============= ============
Net Income Per Share, based on
a weighted average number of
shares outstanding of 36,250,000 $ 0.06 $ 0.16
============= ============
<FN>
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
(1) Adjustment to reflect the sale of the Company's 49%
stock interest in Celebrity for cash of $120,050,000
and for 3,649,655 shares of Royal Caribbean Cruises
Ltd. ("RCCL") common stock, valued at $145,986,000. The
pro forma financial statements reflect RCCL's use of
the purchase method of accounting for its investment in
Celebrity. The Company will account for its ownership
of RCCL common stock as an investment in a corporate
joint venture, using the equity method of accounting.
The excess ("Excess" - approximately $70,000,000) of
the cost of such investment over the Company's
proportionate share of the underlying net assets of
RCCL as of the transaction date will be amortized using
the straight-line method over 40 years.
Cash received, net of approximately $6,600,000 of (i)
estimated expenses of sale and (ii) cash paid by the
Company for its share of the cost of acquiring certain
assets from Celebrity, was used to reduce amounts
outstanding under the Company's long-term Revolving
Credit Agreement.
(2) Adjustment to reclassify 131,400 shares of RCCL common
stock owned at the time of the disposition. Such shares
are reflected in Investment in Cruise Business in the
accompanying pro forma balance sheet at the Company's
cost thereof.
(3) Adjustment to eliminate the results of Celebrity and
reflect the pro forma results of RCCL, net of
amortization ($1,784,000 for the year ended December
31, 1996 and $446,000 for the three months ended March
31, 1997) of the Excess. No provision for U.S. income
taxes on the Company's share of the undistributed
earnings of RCCL is required, since it is intended that
such undistributed earnings will be indefinitely
reinvested.
(4) Adjustment to reflect the reduction in interest expense
attributable to the use of the net cash received from
RCCL to reduce amounts outstanding under the Revolving
Credit Agreement. Such interest savings are computed
using a weighted average rate of 5.95% for the year
ended December 31, 1996 and 5.99% for the three months
ended March 31, 1997.
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