July 12, 2008
Fredriksen still pursuing OSG
John Fredriksen is again eying Overseas Shipholding Group (NYSE:OSG).
In a July 10 SEC filing, Frontline, Ltd., Bandama Investment Ltd., Hemen Holding Limited, and John Fredriksen, reported various transactions in OSG stock.
Bandama is a wholly-owned subsidiary of Frontline. Hemen is the principal shareholder of Frontline. Mr. Fredriksen indirectly controls Hemen and is the Chairman, Chief Executive Officer, President and a Director of Frontline. For the purpose of the SEC filing they were referred to as "the reporting person." We'll just refer to them as Frontline
According to the filing, Frontline expects to be in contact with members of the OSG management, the members of the OSG board, other significant shareholders and others "regarding alternatives that [OSG] could employ to increase shareholder value, including transactions which may result in the [Frontline] combining with or acquiring control of the Issuer."
Frontline says it "reserves the right to effect transactions that would change the number of shares [it] may be deemed to beneficially own.
Frontline "further reserves the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action" to the OSG management, Board, shareholders and others."
On April 16, it may be recalled, OSG announced today that U.S. ownership of its common stock was 77 percent, the minimum percentage of shares that must be owned by United States citizens in order to preserve the status of OSG as a Jones Act company, in accordance with the company's charter and bylaws.
It said that under OSG's organizational documents, any share transfer that resulted in U.S. ownership falling below 77 percent was ineffective and could not not be consummated and that it had advised BNY Mellon Shareholder Services, its transfer agent, to strictly enforce this limitation.
There's been no announcement that OSG's charter has been changed to eliminate this obstacle. However, the creation of OSG America L.P. looks to have created a vehicle that could be fully spun off to preserve OSG's Jones Act activities.