SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
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 |
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(including the associated preferred stock |
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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
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Mikael Skov |
Teekay Shipping Corporation
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Aktieselskabet Dampskibsselskabet TORM |
Bayside House, Bayside Executive Park
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Turborg Havnevej 18 |
West Bay Street & Blake Road, P.O. Box AP 59212
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DK 2900 Hellerup |
Nassau, Bahamas
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Denmark |
Telephone: (242) 502-8880
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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.
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John M. Reiss, Esq. |
Gwyneth E. McAlpine, Esq.
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Oliver C. Brahmst, Esq. |
Perkins Coie LLP
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White & Case LLP |
1120 N.W. Couch Street
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1155 Avenue of the Americas |
Tenth Floor
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New York, New York 10036 |
Portland, Oregon 97209-4128
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Telephone: (212) 819-8200 |
Telephone: (503) 727-2000 |
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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 |
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (this Amendment), filed
with the Securities and Exchange Commission (the SEC) on May 14, 2007, amends and supplements the
Tender Offer Statement on Schedule TO filed on April 27, 2007 (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.
Item 11. Additional Information
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following text
thereto:
On May 11, 2007, the Federal Trade Commission notified Teekay and TORM that it had granted
early termination of the waiting period under the HSR Act, with respect to the Offer. Accordingly,
the condition to the Offer relating to the expiration or termination of the HSR Act waiting period
has been satisfied.
On May 14, 2007, Teekay, TORM and the Company issued a joint news release announcing the early
termination of the waiting period applicable to the Offer under the HSR Act, a copy of which is
filed as Exhibit (a)(5)(iii) hereto and is incorporated herein by reference.
Items 12. Exhibits
Item 12 is hereby amended and supplemented by adding the following exhibits:
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(a)(5)(iii) |
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Joint News Release issued by Teekay, TORM and the Company on May 14, 2007 |