SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Overseas Shipholding Group, Inc.
(Name of Issuer)
Common Stock, Par Value $1.00 Per Share
(Title of Class of Securities)
690368105
(Cusip Number)
J. Taylor Crandall
201 Main Street, Suite 3100
Fort Worth, Texas 76102
(817) 390-8500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 17, 1998
(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(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
*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).
**The total number of shares of Stock reported herein is 4,359,100 shares, which
constitutes approximately 11.8% of the total number of shares outstanding. All
ownership percentages set forth herein assume that there are 36,795,397 shares
of Stock outstanding.
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1. Name of Reporting Person:
Alpine Capital, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 2,367,100 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 2,367,100 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,367,100
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.4%
14. Type of Reporting Person: PN
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(1) Power is exercised through its two general partners, Robert W. Bruce III
and Algenpar, Inc.
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1. Name of Reporting Person:
Robert W. Bruce III
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):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 2,517,900 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,517,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,517,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.8%
14. Type of Reporting Person: IN
- -------------
(2) Solely in his capacity as one of two general partners of Alpine Capital,
L.P., with respect to 2,367,100 shares of Stock, and in his capacity as a
principal of The Robert Bruce Management Co., Inc., which has shared
investment discretion over shares of Stock owned by The Anne T. and Robert
M. Bass Foundation, with respect to 150,800 shares of Stock.
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1. Name of Reporting Person:
Algenpar, Inc.
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):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 2,367,100 (1)(2)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,367,100 (1)(2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,367,100 (2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.4%
14. Type of Reporting Person: CO
- ------------
(1) Power is exercised through its President, J. Taylor Crandall.
(2) Solely in its capacity as one of two general partners of Alpine Capital,
L.P.
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1. Name of Reporting Person:
J. Taylor Crandall
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):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 2,517,900 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 2,517,900 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,517,900 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.8%
14. Type of Reporting Person: IN
- ------------
(1) Solely in his capacity as President and sole stockholder of Algenpar,
Inc., which is one of two general partners of Alpine Capital, L.P., with
respect to 2,367,100 shares of Stock, and in his capacity as a director of
The Anne T. and Robert M. Bass Foundation, with respect to 150,800 shares
of Stock.
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1. Name of Reporting Person:
The Anne T. and Robert M. Bass Foundation
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: Working Capital
5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 150,800 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 150,800 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
150,800
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: CO
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(1) Power is exercised through its three directors, Anne T. Bass, Robert M.
Bass and J. Taylor Crandall and through Robert W. Bruce III in his
capacity as a principal of The Robert Bruce Management Co., Inc., which
has shared investment discretion over shares of Stock owned by The Anne T.
and Robert M. Bass Foundation.
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1. Name of Reporting Person:
Anne T. Bass
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):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: -0-
Number of
Shares
Beneficially 8. Shared Voting Power: 150,800 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: -0-
Person
With
10. Shared Dispositive Power: 150,800 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
150,800 (1)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 0.4%
14. Type of Reporting Person: IN
- ------------
(1) Solely in her capacity as a director of The Anne T. and Robert M. Bass
Foundation.
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1. Name of Reporting Person:
Keystone, Inc.
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / X /
3. SEC Use Only
4. Source of Funds: WC
5. Check box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(d) or 2(e):
/ /
6. Citizenship or Place of Organization: Texas
7. Sole Voting Power: 1,841,200 (1)
Number of Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,841,200 (1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting
Person:
1,841,200
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.0%
14. Type of Reporting Person: CO
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(1) Power is exercised through its President and sole director, Robert M.
Bass.
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1. Name of Reporting Person:
Robert M. Bass
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):
/ /
6. Citizenship or Place of Organization: USA
7. Sole Voting Power: 1,841,200 (1)
Number of
Shares
Beneficially 8. Shared Voting Power: 150,800 (2)
Owned By
Each
Reporting 9. Sole Dispositive Power: 1,841,200 (1)
Person
With
10. Shared Dispositive Power: 150,800 (2)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
1,992,000 (3)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 5.4%
14. Type of Reporting Person: IN
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(1) Solely in his capacity as President and sole director of Keystone, Inc.
(2) Solely in his capacity as a director of The Anne T. and Robert M. Bass
Foundation.
(3) Solely in his capacity as President and sole director of Keystone, Inc.
with respect to 1,841,200 shares, and in his capacity as a director of
The Anne T. and Robert M. Bass Foundation with respect to 150,800 of the
shares.
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amend their Schedule 13D Statement dated February 26,
1998, as amended by Amendment No. 1 dated April 17, 1998, Amendment No. 2 dated
July 6, 1998, Amendment No. 3 dated August 3, 1998, Amendment No. 4 dated
September 3, 1998, and Amendment No. 5 dated October 15, 1998 (the "Schedule
13D"), relating to the Common Stock, par value $1.00 per share (the "Stock"),
of Overseas Shipholding Group, Inc.
Item 1. SECURITY AND ISSUER.
No material change.
Item 2. IDENTITY AND BACKGROUND.
No material change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
The source and amount of the funds used by the Reporting Persons to
purchase shares of Stock are as follows:
REPORTING PERSON SOURCE OF FUNDS AMOUNT OF FUNDS
Alpine Working Capital(1) $79,111,258.56(2)
Bruce Not Applicable Not Applicable
Algenpar Not Applicable Not Applicable
Crandall Not Applicable Not Applicable
Foundation Working Capital(1) $ 3,152,229.35
A. Bass Not Applicable Not Applicable
Keystone Working Capital(1) $32,489,512.40
R. Bass Not Applicable Not Applicable
(1) As used herein, the term "Working Capital" includes income from the
business operations of the entity plus sums borrowed from banks and brokerage
firm margin accounts to operate such business in general. None of the funds
reported herein as "Working Capital" were borrowed or otherwise obtained for the
specific purpose of acquiring, handling, trading or voting the Stock.
(2) This figure represents the total amount expended by Alpine for all
purchases of shares of the Stock without subtracting sales; therefore, such
figure does not represent Alpine's net investment in shares of the Stock.
Alpine's net investment in shares of the Stock is $ 52,020,437.91.
Item 4. PURPOSE OF TRANSACTION.
No material change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
(a)
ALPINE
The aggregate number of share of Stock that Alpine owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 2,367,100, which constitutes
approximately 6.4% of the outstanding shares of Stock.
BRUCE
Because of his positions as (i) one of two general partners of Alpine, and
(ii) principal of Bruce Management (which has shared investment discretion over
the Stock owned by the Foundation), Bruce may, pursuant to Rule 13d-3 of the
Act, be deemed to be the beneficial owner of an aggregate of 2,517,900 shares
of Stock, which constitutes approximately 6.8% of the outstanding shares of
Stock.
ALGENPAR
Because of its position as one of two general partners of Alpine, Algenpar
may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of
2,367,100 shares of Stock, which constitutes approximately 6.4% of the
outstanding shares of Stock.
CRANDALL
Because of his positions as President and sole stockholder of Algenpar, one
of two general partners of Alpine, and a director of Foundation, Crandall may,
pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of an
aggregate of 2,517,900 shares of Stock, which constitutes approximately 6.8% of
the outstanding shares of Stock.
FOUNDATION
The aggregate number of shares of Stock that Foundation owns beneficially,
pursuant to Rule 13d-3(d)(1)(i) of the Act, is 150,800, which constitutes
approximately 0.4% of the outstanding shares of Stock.
A. BASS
Because of her position as a director of Foundation, A. Bass may, pursuant
to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 150,800 shares
of Stock, which constitutes approximately 0.4% of the outstanding shares of
Stock.
KEYSTONE
The aggregate number of shares of the Stock that Keystone owns
beneficially, pursuant to Rule 13d-3(d)(1)(i) of the Act, is 1,841,200, which
constitutes approximately 5.0% of the outstanding shares of the Stock.
R. BASS
Because of his position as a director of Foundation and as sole director
of Keystone, R. Bass may, pursuant to Rule 13d-3 of the Act, be deemed to be the
beneficial owner of 1,992,000 shares of Stock, which constitutes approximately
5.4% of the outstanding shares of Stock.
To the best of the knowledge of each of the Reporting Persons, other than
as set forth above, none of the persons named in Item 2 herein is the beneficial
owner of any Stock.
(b)
ALPINE
Acting through its two general partners, Alpine has the sole power to vote
or to direct the vote and to dispose or to direct the disposition of 2,367,100
shares of Stock.
BRUCE
As one of two general partners of Alpine, Bruce has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 2,367,100
shares of Stock. As principal of Bruce Management (which exercises shared
investment discretion over the Stock owned by the Foundation), Bruce has shared
power to vote or to direct the vote and to dispose or to direct the disposition
of 150,800 shares of Stock.
ALGENPAR
As one of two general partners of Alpine, Algenpar has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 2,367,100
shares of Stock.
CRANDALL
As the President and sole stockholder of Algenpar, which is one of two
general partners of Alpine, Crandall has shared power to vote or to direct the
vote and to dispose or to direct the disposition of 2,367,100 shares of Stock.
As one of three directors of Foundation, Crandall has shared power to vote or
to direct the vote and to dispose or to direct the disposition of 150,800 shares
of Stock.
FOUNDATION
Acting through its three directors and Bruce (as principal of Bruce
Management which exercises shared investment discretion over the Stock owned by
the Foundation), Foundation has the sole power to vote or to direct the vote and
to dispose or to direct the disposition of 150,800 shares of Stock.
A. BASS
As one of three directors of Foundation, A. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 150,800
shares of Stock.
KEYSTONE
Acting through RMB, its President and sole director, Keystone has the sole
power to vote or to direct the vote and to dispose or to direct the disposition
of 1,841,200 shares of the Stock.
R. BASS
As one of three directors of Foundation, R. Bass has shared power to vote
or to direct the vote and to dispose or to direct the disposition of 150,800
shares of Stock. In addition, as sole director and President of Keystone, R.
Bass has sole power to vote or to direct the vote and to dispose or to direct
the disposition of 1,841,200 shares of Stock.
(c) Since their last 13D filing, the Reporting Persons have purchased
shares of Stock in open market transactions on the New York Stock Exchange, as
follows:
REPORTING NO. OF SHARES PRICE PER
PERSON DATE PURCHASED SHARE
Alpine 10/20/98 16,000 $ 17.66
Alpine 10/21/98 10,000 17.93
Alpine 10/23/98 50,000 18.53
Alpine 10/26/98 16,000 18.31
Alpine 10/27/98 7,500 19.05
Alpine 10/28/98 30,000 17.93
Alpine 10/29/98 6,000 17.60
Alpine 10/30/98 13,000 17.72
Alpine 11/02/98 25,000 18.17
Alpine 11/03/98 14,000 18.56
Alpine 11/04/98 10,000 20.17
Alpine 11/09/98 3,500 20.60
Alpine 11/10/98 15,500 20.40
Alpine 11/11/98 35,600 19.14
Alpine 11/12/98 8,000 19.30
Alpine 11/13/98 12,500 19.07
Alpine 11/16/98 30,000 17.86
Alpine 11/17/98 17,500 16.74
Alpine 11/17/98 6,000 16.81
Keystone 11/17/98 99,000 16.05
Alpine 11/19/98 20,900 17.12
Except as set forth in this paragraph (c), to the best of the knowledge of
each of the Reporting Persons, none of the persons named in response to
paragraph (a) has effected any transactions in the Stock since the last 13D
filing.
(d) Each of the Reporting Persons affirms that no person other than such
Reporting Person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock owned by such
Reporting Person.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
No material change.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 -- Agreement pursuant to Rule 13d-1(k)(1)(iii) filed herewith
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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: November 19, 1998
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
The Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
99.1 Agreement pursuant to Rule 13d-1(k)(1)(iii), filed herewith.
Exhibit 99.1
Pursuant to Rule 13d-1(k)(1)(iii) of Regulation 13D-G of the General Rules
and Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agrees that the statement to
which this Exhibit is attached is filed on behalf of each of them in the
capacities set forth below.
ALPINE CAPITAL, L.P.
By: /s/ Robert W. Bruce III
Robert W. Bruce III,
Manager
/s/ Robert W. Bruce III
ROBERT W. BRUCE III
ALGENPAR, INC.
By: /s/ J. Taylor Crandall
J. Taylor Crandall,
President
/s/ J. Taylor Crandall
J. TAYLOR CRANDALL
/s/ W.R. Cotham
W.R. Cotham,
Attorney-in-Fact for:
THE ANNE T. AND ROBERT M.
BASS FOUNDATION (1)
ANNE T. BASS (2)
ROBERT M. BASS (3)
KEYSTONE, INC.
By: /s/ W.R. Cotham
W.R. Cotham,
Vice President
(1) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
The Anne T. and Robert M. Bass Foundation previously has been filed with
the Securities and Exchange Commission.
(2) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Anne T. Bass previously has been filed with the Securities and Exchange
Commission.
(3) A Power of Attorney authorizing W.R. Cotham, et al., to act on behalf of
Robert M. Bass previously has been filed with the Securities and Exchange
Commission.
