SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 4)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
OMI CORPORATION
(Name of subject company (Issuer))
TEEKAY SHIPPING CORPORATION
TEEKAY ACQUISITION HOLDINGS LLC
OMAHA, INC.
AKTIESELSKABET DAMPSKIBSSELSKABET TORM
(Names of Filing Persons (Offerors))
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Common Stock, par value $0.50 per share
(including the associated preferred stock
purchase rights)
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Y6476W104 |
(Title of classes of securities)
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(CUSIP number of common stock)
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Francelyn Bethel
Teekay Shipping Corporation
Bayside House, Bayside Executive Park
West Bay Street & Blake Road, P.O. Box AP 59212
Nassau, Bahamas
Telephone: (242) 502-8880
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Klaus Kjærulff
Aktieselskabet Dampskibsselskabet TORM
Turborg Havnevej 18
DK 2900 Hellerup
Denmark
Telephone: +45 39 17 92 00 |
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of Filing Persons)
Copies to:
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David S. Matheson, Esq.
Gwyneth E. McAlpine, Esq.
Perkins Coie LLP
1120 N.W. Couch Street
Tenth Floor
Portland, Oregon 97209-4128
Telephone: (503) 727-2000
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John M. Reiss, Esq.
Oliver C. Brahmst, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Telephone: (212) 819-8200 |
CALCULATION OF FILING FEE
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Transaction Valuation (1)
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Amount of Filing Fee (2)
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$1,814,140,575
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$ |
55,694.12 |
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(1) |
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Estimated for purposes of calculating the filing fee
only. The transaction valuation was calculated based on
the offer to purchase all of the outstanding shares of
common stock of OMI Corporation at a purchase price equal
to $29.25 per share and 62,021,900 shares issued and
outstanding (including 2,415,610 restricted shares and
outstanding options with respect to 37,000 shares). |
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(2) |
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The amount of filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended, is calculated by multiplying the
transaction valuation by 0.0000307. |
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Check the box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing. |
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Amount Previously Paid:
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$ |
55,694.12 |
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Filing Party:
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Teekay
Shipping
Corporation, Teekay
Acquisition
Holdings, LLC,
Omaha, Inc. and A/S
Dampskibsselskabet TORM |
Form of Registration No.:
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Schedule TO
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Date Filed:
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April 27, 2007 |
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Check the box if the filing relates solely to
preliminary communications made before the commencement of
the tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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þ third party tender offer subject to
Rule 14d-1 |
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o issuer tender offer subject to
Rule 13e-4 |
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o going private transaction subject to
Rule 13e-3 |
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o amendment to Schedule 13D under
Rule 13d-2 |
Check the
following box if the filing is a final amendment reporting the
results of the tender
offer: o
This Amendment No. 4 to the Tender Offer Statement on Schedule TO (this Amendment), filed
with the Securities and Exchange Commission (the SEC) on May 29, 2007, amends and supplements the
Tender Offer Statement on Schedule TO filed on April 27, 2007 (as previously amended, the Schedule
TO) by (i) Omaha, Inc., a corporation organized under the laws of the Republic of The Marshall
Islands (the Purchaser) and a jointly owned subsidiary of Teekay Shipping Corporation (Teekay),
through its wholly owned subsidiary Teekay Acquisition Holdings LLC (Teekay Acquisition
Holdings), and A/S Dampskibsselskabet TORM (TORM), (ii) Teekay, (iii) Teekay Acquisition
Holdings, and (iv) TORM. The Schedule TO relates to the offer by the Purchaser to purchase all
outstanding shares of common stock, par value $0.50 per share (the Common Stock), including the
associated preferred stock purchase rights issued pursuant to the Rights Agreement dated November
19, 1998, as amended, between the Company and American Stock Transfer and Trust Company, as Rights
Agent thereunder (the Rights and, together with the shares of Common Stock, the Shares), of OMI
Corporation, a corporation organized under the laws of the Republic of The Marshall Islands (the
Company), at a purchase price of $29.25 per Share, net to the seller in cash, without interest
thereon, less any required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated April 27, 2007 (the Offer to Purchase) and the related
Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and
(a)(1)(ii), respectively (which, together with any amendments or supplements thereto, collectively
constitute the Offer). Capitalized terms used and not defined herein shall have the meanings
assigned such terms in the Offer to Purchase.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated
into this Amendment by reference to all of the applicable items in the Schedule TO, except that
such information is hereby amended and supplemented to the extent specifically provided herein.
Items 8 and 11. Interest in Securities of Subject Company; Additional Information
Items 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following
text thereto:
The initial period of the Offer expired at 5:00 p.m., New York City time, on Friday, May 25,
2007. Pursuant to the Offer, based on a preliminary report from Citibank, N.A., the depositary for
the Offer, as of 5:00 p.m., New York City time, on Friday, May 25, 2007, a total of 49,762,507
Shares were validly tendered and not withdrawn (including 2,272,284 Shares tendered pursuant to the
guaranteed delivery procedures set forth in the Offer to Purchase). Parents and Purchaser have
been informed by the Companys transfer agent that the number of issued and outstanding Shares as
of May 25, 2007, the date of the expiration of the Offer, was 61,984,900. All such validly
tendered Shares were accepted for payment, which shall be made promptly in accordance with the
terms of the Offer. On the date Purchaser pays for the validly tendered Shares, 2,415,610
restricted Shares will be cancelled in accordance with the terms of the Transaction Agreement,
which, after accounting for the tendered Shares, will result in Purchaser owning 83.5% of the
outstanding Shares. The percentage of Shares that were validly tendered and not withdrawn pursuant
to the Offer (including the Shares tendered pursuant to the guaranteed delivery procedures) is
approximately 80.3% of all outstanding Shares as of the date of the expiration of the Offer.
On
May 26, 2007, Teekay and TORM announced the results of the Offer and commencement of a
subsequent offering period for all remaining untendered Shares expiring at 5:00 p.m., New York City
time, on Tuesday, June 5, 2007, unless further extended. During the subsequent offering period, holders of Shares who did
not previously tender their Shares into the Offer may do so. All
Shares validly tendered during the subsequent offering period will be
immediately accepted. Holders of Shares who so tender will promptly receive the same
purchase price to be paid pursuant to the Offer of $29.25 per Share in cash, without interest
thereon, less any required withholding taxes, in accordance with the
terms of the Offer. The procedures for accepting the Offer and tendering
Shares during the subsequent offering period are the same as those described for the Offer in the
Offer to Purchase except that (i) the guaranteed delivery procedures may not be used during the
subsequent offering period and (ii) Shares tendered during the subsequent offering period may not
be withdrawn.
The full text of the press release issued by Teekay and TORM and announcing the results of the
tender offer and commencement of the subsequent offering period is attached hereto as Exhibit
(a)(5)(v) and is incorporated herein by reference.
Items 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
(a)(5)(v) Joint News Release issued by Teekay and TORM on May 25, 2007