Schedule 13D
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common Stock, par value $0.50 per share
(Title of Class of Securities)
(CUSIP Number)
Francelyn Bethel
Teekay Corporation
Bayside House, Bayside Executive Park
West Bay Street & Blake Road, P.O. Box AP 59212
Nassau, Bahamas, Tel: (242) 502-8880
Klaus Kjærulff
Aktieselskabet Dampskibsselskabet TORM
Turborg Havnevej 18
DK - 2900 Hellerup
Denmark, Tel: +45 39 17 92 00
with a copy to:
David Matheson, Esq.
Gwyneth E. McAlpine, Esq.
Perkins Coie, LLP, 1120 NW Couch Street, 10th Floor
Portland, Oregon 97209, Tel: (503
) 727-2000
John M. Reiss, Esq.
Oliver C. Brahmst, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036, Tel: (212) 819-8200
(Name, Address and
Telephone Number of Person Authorized to Receive Notices and Communications)
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
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CUSIP No. |
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Y6476W104 |
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Page |
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2 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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Teekay Corporation |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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BK, WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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The Republic of the Marshall Islands
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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Ø |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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50,274,129 Shares of Common Stock |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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Ø |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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50,274,129 Shares of Common Stock |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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50,274,129 Shares of Common Stock |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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84.4% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
2 of 17
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CUSIP No. |
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Y6476W104 |
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Page |
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3 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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Teekay Acquisition Holdings LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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BK, WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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The Republic of the Marshall Islands
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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Ø |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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50,274,129 Shares of Common Stock |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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Ø |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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50,274,129 Shares of Common Stock |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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50,274,129 Shares of Common Stock |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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84.4% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
3 of 17
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CUSIP No. |
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Y6476W104 |
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Page |
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4 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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A/S Dampskibsselskabet TORM |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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BK, WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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The Kingdom of Denmark
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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Ø |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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50,274,129 Shares of Common Stock |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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Ø |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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50,274,129 Shares of Common Stock |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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50,274,129 Shares of Common Stock |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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84.4% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
4 of 17
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CUSIP No. |
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Y6476W104 |
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Page |
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5 |
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of |
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17 |
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1 |
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NAMES OF REPORTING PERSONS:
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): |
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Omaha, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
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(a) þ |
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(b) o |
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3 |
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SEC USE ONLY: |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS): |
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BK, WC |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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The Republic of the Marshall Islands
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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Ø |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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50,274,129 Shares of Common Stock |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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Ø |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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50,274,129 Shares of Common Stock |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: |
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50,274,129 Shares of Common Stock |
|
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): |
|
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): |
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84.4% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): |
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CO |
5 of 17
Item 1. Security and Issuer
This Schedule 13D relates to the 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 as of November 12, 1998, as amended, between OMI Corporation (the Issuer)
and the 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, with principal executive offices
at One Station Place, Stamford, Connecticut, 06902.
Item 2. Identity and Background
(a)-(c), (f). This Schedule 13D relates to (i) Teekay Corporation, a corporation existing
under the laws of the Republic of The Marshall Islands (Teekay), with its principal executive
offices at Bayside House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP- 59212,
Nassau, Bahamas, (ii) Teekay Acquisition Holdings LLC, a limited liability company organized under
the laws of the Republic of The Marshall Islands (Teekay Acquisition Holdings), with its
principal executive offices at Bayside House, Bayside Executive Park, West Bay Street & Blake Road,
P.O. Box AP-59212, Nassau, Commonwealth of the Bahamas, (iii) A/S Dampskibsselskabet TORM, a Danish
company (TORM), with its principal executive offices at Tuborg Havnevej 18, DK-2900, Hellerup,
Denmark, and (iv) Omaha, Inc., a corporation existing under the laws of the Republic of the
Marshall Islands (the Purchaser) and a jointly owned subsidiary of Teekay (through Teekay
Acquisition Holdings, its wholly owned subsidiary) and TORM, with its principal executive offices
at Bayside House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59212, Nassau,
Commonwealth of the Bahamas. Teekay, Teekay Acquisition Holdings, TORM and the Purchaser are each
referred to as a Reporting Person.
On April 27, 2007, the Purchaser commenced a tender offer to purchase all outstanding Shares
at a purchase price of $29.25 per Share net to the seller in cash, without interest thereon, less
any required withholding taxes (the Offer Price), upon the terms and subject to the conditions
set forth in the offer to purchase that was filed as Exhibit (a)(1)(i) to the Schedule TO filed
with the Securities and Exchange Commission on April 27, 2007 (as amended, the Schedule TO), and
the related letter of transmittal that was filed as Exhibit (a)(1)(ii) to the Schedule TO (which,
together with any amendments or supplements thereto, collectively constitute the Offer).
Each Reporting Person is principally in the business of international crude oil and petroleum
product transportation services.
The name, principal occupation or employment and principal business address and citizenship of
each director and executive officer of each Reporting Person are as set forth on Schedule
A.
(d)-(e). In the past five years, neither of the Reporting Person nor, to the knowledge of the
Reporting Person, any of the individuals set forth on Schedule A has been convicted in a
criminal proceeding or been a party to any action as a result of which it is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The total cost of acquiring the 50,274,129 Shares that are the subject of this Schedule 13D
was $1,470,518,273.25. The Purchaser was provided all required funds for the acquisition of the
Shares by Teekay and TORM through shareholder loans, and Teekay and TORM obtained such funds
through a combination of (i) debt financing in an aggregate principal amount of up to $1.4 billion
to be provided by certain lenders (as described below) and (ii) available cash for the balance.
6 of 17
Teekay and TORM obtained a portion of the funds through two loan facilities, with one loan
facility provided to Teekay by HSH Nordbank AG (the Teekay Credit Facility) and the other loan
facility provided to TORM by HSH Nordbank AG and Danske Bank A/S (the TORM Credit Facility, and
together with the Teekay Credit Facility, the Credit Facilities). HSH Nordbank AG and Danske Bank
A/S are referred to collectively as the Arrangers.
Teekay executed a credit agreement (the Teekay Credit Agreement), filed as Exhibit (b)(3) to
the Schedule TO and incorporated by reference herein, with respect to the Teekay Credit Facility in
the aggregate principal amount of up to $700 million. The parties to the Teekay Credit Agreement,
dated May 16, 2007, are Teekay Acquisition Holdings, as borrower, Teekay, as guarantor, and HSH
Nordbank AG, as lender and agent.
TORM executed a credit agreement (the TORM Credit Agreement), filed as Exhibit (b)(4) to the
Schedule TO and incorporated by reference herein, with respect to the TORM Credit Facility in the
aggregate principal amount of up to $700 million. The parties to the TORM Credit Agreement, dated
April 17, 2007, are TORM, as borrower, Dansk Bank A/S and HSH Nordbank AG, as lenders, and Danske
Bank A/S, as agent.
The Teekay Credit Facility is a term loan. Borrowings under the Teekay Credit Facility bear
interest at an aggregate rate per annum equal to (i) the London Interbank Offered Rate (LIBOR)
for the corresponding deposits of U.S. dollars and (ii) a margin of 50 basis points, and interest
will be determined for periods of one, two, three or six months (at Teekays option). Default
interest will accrue on any overdue amount payable under the Teekay Credit Facility at a rate of
2.0% per annum in excess of the otherwise applicable interest rate. Teekay is subject to a
commitment fee of twenty basis points on the undrawn portion of the Teekay Credit Facility. Teekay
became obligated to pay an additional ten basis points on the first drawing under the Teekay Credit
Facility. The Teekay Credit Facility will mature 364 days from the signing of the Teekay Credit
Facility documentation. The Teekay Credit Facility includes customary representations and
warranties, conditions precedent, events of default and affirmative, negative and financial
covenants, including that Teekay will maintain free liquidity of not less than $50,000,000 at all
times and will also maintain free liquidity plus undrawn committed credited lines of not less than
5% of total debt, each of these to be tested quarterly. HSH Nordbank AG may assign all or a portion
of its commitments under the Teekay Credit Facility or sell participations therein; however, Teekay
understands that HSH Nordbank AG currently does not intend to syndicate the Teekay Credit Facility.
The governing law of the Teekay Credit Facility will is English law.
The Teekay Credit Facility will be secured by (i) an unconditional and irrevocable guarantee
from Teekay, (ii) a first priority pledge over all shareholder loans made by Teekay to the
Purchaser, and (iii) a negative pledge over the Purchasers shareholding in the Issuer.
The TORM Credit Facility is a term loan. Borrowings under the TORM Credit Facility bear
interest at an aggregate rate per annum equal to (i) LIBOR for the corresponding deposits of U.S.
dollars and (ii) a margin of 50 basis points, and interest will be determined for periods of one,
two, three or six months (at TORMs option). Default interest will accrue on any overdue amount
payable under the TORM Credit Facility at a rate of 2.0% per annum in excess of the otherwise
applicable interest rate. TORM is subject to a commitment fee of twenty-five basis points on the
TORM Credit Facility and has paid an upfront fee of five basis points on the maximum facility
amount. TORM became obligated to pay an additional fifteen basis points on the first drawing under
the TORM Credit Facility. The TORM Credit Facility will mature 364 days from the signing of the
TORM Credit Facility documentation.
Other material terms and conditions of the TORM Credit Facility include: (i) change of control
of TORM will be a mandatory prepayment event; (ii) TORMs share of any dividends from the Issuer or
the Purchaser will be a mandatory prepayment event in respect of such amount, unless such dividends
are in the aggregate less than $25 million; (iii) TORMs equity ratio must be greater than 25%;
(iv) TORM must on a consolidated basis have cash and cash equivalents of a minimum of $25,000,000;
(iv) TORMs consolidated book equity must exceed DKK 1,250,000,000; (v) at the request of an
Arranger, TORM will forward a compliance certificate to the administrative
agent no later than 30 days after the end of each quarter confirming compliance with the
financial covenants and confirming that no breach thereof is reasonably anticipated; and (vi)
customary representations and
7 of 17
warranties, conditions precedent, events of default and affirmative
and negative covenants. Arrangers may assign all or a portion of its commitments under the TORM
Credit Facility or sell participations therein; however, TORM understands that Arrangers currently
do not intend to syndicate the TORM Credit Facility. The governing law of the TORM Credit Facility
is Danish law.
The TORM Credit Facility will be secured by (i) a first priority pledge over all shareholder
loans to the Purchaser and (iii) a first priority negative pledge over TORMs shares of the
Purchaser and the Issuer.
There are currently no alternative financing arrangements in the event the primary financing
becomes unavailable, nor are there any plans to finance or repay the Credit Facilities described
above, other than pursuant to their respective terms.
The margin regulations promulgated by the Federal Reserve Board place restrictions on the
amount of credit that may be extended for the purposes of purchasing margin stock (including the
shares of Common Stock) if such credit is secured directly or indirectly by margin stock. The
Purchaser believes that the financing of the acquisition of the shares of Common Stock will not be
subject to the margin regulations.
Item 4. Purpose of Transaction
The Reporting Persons acquired beneficial ownership of the Shares that are the subject
of this Schedule 13D for the purpose of acquiring control of, and the entire inquiry
interest in, the Issuer. On April 17, 2007, the Issuer, Teekay, TORM and the Purchaser
executed a Transaction Agreement (the Transaction Agreement) and Teekay, Teekay
Acquisition Holdings and TORM entered into a joint venture agreement (as the same may be
amended, the JV Agreement). Pursuant to the Transaction Agreement, the Purchaser agreed
to conduct the Offer. Following the Offer, the Issuer will merge with and into the
Purchaser (the Merger), with the Purchaser continuing as the surviving corporation and a
jointly owned subsidiary of Teekay and TORM.
Tender Offer. The initial offering period of the Offer expired at 5 p.m., New York
City time, on May 25, 2007. On May 26, 2007, Purchaser announced the results of the Offer
and that Purchaser had accepted for payment all of the approximately 49,357,937 Shares,
including 1,867,714 Shares tendered pursuant to guaranteed delivery procedures set forth in
the Offer to Purchase, representing approximately 82.9% of the outstanding shares of Common
Stock, tendered in the Offer prior to the expiration date of the initial offering period.
All references to percentages of outstanding Shares in this Statement are based on
59,569,290 shares of Common Stock, the number of Shares as of the date of this Schedule, as
disclosed to the Reporting Persons by the Issuers transfer agent.
On May 26, 2007, Purchaser also announced that it had commenced a subsequent offering
period under the Offer to permit the Issuers common shareholders who had not yet tendered
their Shares the opportunity to participate in the Offer and receive the $29.25 net per
share in cash on an expedited basis. This subsequent offering period commenced on May 28,
2007, and will expire at 5 p.m., New York City time, on Tuesday, June 5, 2007, unless
further extended. The procedures for accepting the Offer and tendering Shares during the
subsequent offering period are the same as those described 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.
All Shares validly tendered during this subsequent offering period will be immediately
accepted by Purchaser, and payment will be made by Purchaser promptly after acceptance, in
accordance with the terms of the Offer. As of the date of this filing, the Purchaser has
acquired an additional approximately 532,492 Shares of Common Stock in the subsequent
offering period and acquired a further 383,700 Shares of Common Stock
in open market purchases on June 1, 2007, and beneficially owns an aggregate of
approximately 50,274,129 Shares representing approximately 84.4% of the outstanding Shares.
Teekay and TORM anticipate that, if the merger is completed in accordance with the Transaction
Agreement, Issuer will become a wholly-owned subsidiary of Teekay and TORM and that Teekay and TORM
8 of 17
will seek to cause the Shares to be delisted from quotation on the New York Stock Exchange and
registration of the Shares pursuant to Section 12 of the Securities Exchange Act of 1934 as
amended, to be terminated.
Designation of Directors. The Transaction Agreement provides that the Purchaser will
be entitled to designate representatives to serve on the Issuer Board in proportion to its
ownership of Shares following the purchase of such Shares. The Purchaser paid for the
Shares that are the subject of this Schedule 13D on May 31, 2007, and designated Arthur J.
Bensler, Jesper Holmark, Klaus Kjærulff and Bjorn Moller, each of whom is an officer of
Teekay or TORM and a director of the Purchaser, to serve as directors of the Issuer. The
Purchasers designees constitute four of the five members of the Issuers Board. The
Reporting Persons expect that such board representatives would control the Issuer Board,
which would permit Teekay and TORM to exert substantial influence over the Issuers conduct
of its business and operations.
JV Agreement and Division of Assets. Pursuant to the JV Agreement, Teekay Acquisition
Holdings and TORM formed the Purchaser to acquire the Issuer. Following the Merger, Teekay
and TORM have agreed to dissolve the Issuer, as the surviving corporation of the Merger,
and to distribute the assets and liabilities of the Issuer in a manner that generally
allocates equivalent value between the parties. The JV Agreement contemplates that the
following assets of the Issuer, or ship-owning subsidiaries of the Issuer that own such
assets, will be distributed to Teekay:
· the Issuers 13 Suezmax tankers (Angelica, Janet, Adair, Arlene, Ingeborg, Dakota,
Delaware, Cape Bonny, Cape Bastia, HS Alcina, Cape Bantry, Max Jacob and Oliver Jacob);
· eight of the Issuers product tankers (Brazos, Lauren, Jeanette, Guadaloupe, Rhine,
Orontes, Seine and Newbuilding #2 (March 2009 delivery));
· bareboat and time charter contracts relating to these vessels; and
· the Issuers rights under its marketing alliance known as Alliance Chartering LLC with
Frontline Ltd. and in the Gemini Suezmax tanker pool.
The JV Agreement contemplates that the following assets of the Issuer, or ship-owning
subsidiaries of the Issuer that own such assets, will be distributed to TORM:
· the Issuers remaining 26 product tankers (Wabash, Kansas, Republican, Platte, Thames,
Horizon, Rosetta, Moselle, San Jancinto, Amazon, Neches, Tevere, Fox, Garonne, Loire, Saone,
Charente, Ohio, Rhone, Madison, Trinity, King Edward, Tamar, Ottawa, King Ernest and Newbuilding #1
(January 2009 delivery));
· bareboat and time charter contracts relating to these vessels;
· the Issuers rights in the Libra product tanker pool; and
· other than the Indian crew with respect to vessels to be distributed to Teekay, the Issuers
operations in India.
Teekay and TORM have assigned to the vessels and related contracts and certain other assets
specific values for purposes of allocating assets between them. All remaining assets and
liabilities will be valued at their respective book values on our records. Teekay and TORM will
make appropriate adjustments or payments between
them as needed so that the aggregate value of assets allocated to each of them is equal, other
than for certain expenses to be borne solely by one party or the other.
The Transaction Agreement provides that, following the Merger, the directors of the Purchaser
will become the directors of the surviving corporation and the officers of the Issuer will become
the officers of the surviving corporation. The JV Agreement permits the board of directors of the
Purchaser to appoint co-presidents
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(which it may elect to do in the future), one of which is
designated by Teekay or its affiliates and one or which is designated by TORM or its affiliates.
Except as described in this Schedule, no Reporting Person currently has any specific plans or
proposals that relate to or would result in any of the actions or transactions described in
paragraphs (a) through (j) of Item 4 of the instructions to this Schedule. However, each Reporting
Person, either directly or through one of its subsidiaries, intends to hold discussions with the
board of directors and management of the Issuer, to seek to participate in the direction and
management of the Issuer and to otherwise exercise influence or control over the Issuer and its
business and policies, in each case commensurate with the level of their shareholding in the
Issuer. Accordingly, each Reporting Person reserves the right, from time to time, to formulate
plans or proposals regarding the Issuer or any of its securities and to carry out any of the
actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to
this Schedule, to the extent deemed advisable by the Reporting Person.
Item 5. Interest in Securities of the Issuer
(a)-(b). The Reporting Person beneficially owns and shares voting and dispositive power with
respect to 50,274,129 Shares of the Issuer, representing approximately 84.4% of the
Issuers outstanding Shares calculated according to the number of Shares outstanding on June 1,
2007, as disclosed to the Reporting Persons by the Issuers transfer agent.
(c). 49,357,937 of the Shares beneficially owned by the Reporting Person were accepted for
payment by the Purchaser pursuant to the Offer on May 25, 2007 and the Purchaser paid $29.25 per
share in cash, without interest, less any required withholding taxes, on May 31, 2007.
532,492 of the Shares beneficially owned by the Reporting Person were accepted for payment by
the Purchaser during the subsequent offering period and purchased at $29.25 per share in case,
without interest, less any required withholding taxes, in the amounts and as of the dates set forth
below.
|
|
|
Date |
|
Number of Shares |
May 29, 2007
|
|
2,945 |
May 30, 2007
|
|
9,383 |
May 31, 2007
|
|
134,991 |
June 1, 2007
|
|
385,173 |
383,700 of the Shares beneficially owned by the Reporting Person were purchased by the
Purchaser pursuant to open market purchases at $29.25 per share in cash.
(d). Inapplicable.
(e). Inapplicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
The Transaction Agreement
The following summary of the material terms of the Transaction Agreement is qualified in its
entirety by reference to the complete text of the Transaction Agreement, a copy of which has been
filed as Exhibit 2.1 to the Form 8-K filed by the Issuer on April 20, 2007 and incorporated by
reference herein. The Transaction Agreement provides that, following the satisfaction or waiver of
certain conditions described therein, the Issuer will be merged with and into the Purchaser, and
each then outstanding Share (other than Shares for which dissenters rights have been properly
perfected and any Shares then owned by the Issuer, Teekay, TORM, the Purchaser or any subsidiary of
the Issuer, Teekay, TORM or the Purchaser) will be converted into the right to receive cash in
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an
amount equal to the price per Share provided pursuant to the Offer, without interest. The Purchaser
will be the surviving corporation of the Merger and the separate corporate existence of the Issuer
will cease.
The Transaction Agreement further provides that the directors of the Purchaser immediately
prior to the effective time of the Merger will be the initial directors of the surviving
corporation and will hold office until their respective successors are duly elected and qualified.
Marshall Islands Law requires, among other things, that any plan of merger of the Issuer must
be approved by the Issuer Board and (if the short-form merger procedure described below is not
applicable) approved and adopted by the affirmative vote of holders of a majority of the voting
power of all Shares entitled to vote. The Issuer Board has unanimously approved, adopted and
declared advisable the Transaction Agreement, and the transactions contemplated thereby, including
the Offer and the Merger; consequently, the only additional action of the Issuer that may be
necessary to effect the Merger is approval and adoption of the Transaction Agreement by the
Issuers shareholders, as required if such short-form merger procedure is not available. The
Purchaser has acquired, through the Offer, voting power with respect to a majority of the
outstanding Shares and has sufficient voting power to effect the Merger without the affirmative
vote of any other shareholder of the Issuer.
Marshall Islands Law also provides that if a parent company owns at least 90% of the
outstanding shares of each class of stock of a subsidiary, the parent company and that subsidiary
may merge without a vote of the shareholders of the parent or the subsidiary through a so-called
short-form merger. Accordingly, if, as a result of the Offer or otherwise, the Purchaser owns at
least 90% of the outstanding Shares, the Purchaser could, and intends to, effect the Merger without
prior notice to, or any action by, any other shareholder of the Issuer. Pursuant to the Transaction
Agreement, the Issuer granted the Purchaser the Top-Up Option which, subject to the limitations
described in the Transaction Agreement, permits but does not require Teekay and TORM and the
Purchaser to purchase, at a price per Share equal to the Offer Price, a number of newly issued
Shares that, when added to the number of Shares owned by Teekay and TORM or the Purchaser or any
wholly owned subsidiary of Teekay and TORM or the Purchaser at the time of exercise of the Top-Up
Option (as defined in the Transaction Agreement) would constitute one share more than 90% of the
number of Shares then outstanding.
In the Transaction Agreement, the Issuer has made customary representations and warranties to
Teekay and TORM and the Purchaser, including representations relating to, among other things, its
corporate organization, capitalization, subsidiaries, authority, consents and events, litigation,
liabilities, compliance with laws and permits, insurance, taxes and tax returns, employee benefits
matters and employment arrangements (including approval of certain matters for purposes of the
safe-harbor provisions contained in Rule 14d-10 under the Exchange Act), labor relations,
environmental liability, material contracts, properties, intellectual property matters, the receipt
of a fairness opinion from Perella Weinberg Partners, brokers fees, takeover laws, vessels,
interested party transactions and information to be included in the Schedule 14D-9, the proxy
statement and other documents required to be filed in connection with the transactions contemplated
by the Transaction Agreement. Teekay and TORM and the Purchaser have made customary representations
and warranties to the Issuer with respect to, among other matters, their organization, authority,
consents and approvals, litigation, brokers fees, available funds, ownership of Shares and
information to be included in the offer documents, the proxy statement and other documents required
to be filed in connection with the transactions contemplated by the Transaction Agreement.
The Transaction Agreement provides that the respective obligations of each party to effect the
Merger are subject to the satisfaction or waiver of the following conditions: (a) the Transaction
Agreement shall have been
adopted by the affirmative vote of the holders of at least a majority of the Shares, unless
the Merger is consummated by means of a short-form merger; (b) no preliminary or permanent
injunction or other order or legal restraint shall have been issued that would make unlawful the
consummation of the Merger, and the consummation of the Merger must not be prohibited or made
illegal by any applicable law; and (c) the Purchaser will have purchased, or caused to be
purchased, the Shares tendered pursuant to the Offer.
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The Transaction Agreement may not terminate after the Purchaser has purchased a majority of
the outstanding Shares pursuant to the Transaction Agreement.
All fees and expenses incurred in connection with the Offer, the Merger and the other
transactions contemplated by the Transaction Agreement will be paid by the party incurring such
fees or expenses, whether or not the Merger is consummated.
At the sole cost and expense of Teekay and TORM (and if such costs and expenses are first paid
by the Issuer, Teekay and TORM or the Purchaser shall promptly reimburse the Issuer for such costs
and expenses upon request), Teekay and TORM or the Purchaser may commence a cash tender offer to
purchase all of the Issuers outstanding 7.625% Senior Notes due 2013 (the 2013 Notes) and/or all
of the Issuers 2.875% Convertible Notes due 2024. The Issuer will, at the request of Teekay and
TORM or the Purchaser, defease pursuant to the indenture under which the 2013 Notes were issued,
all 2013 Notes not tendered pursuant to the related debt tender offer (or in the event that such
tender offer is not commenced) with funds made available from Teekay and TORM or the Purchaser.
The Transaction Agreement provides that Teekay and TORM are jointly and severally liable for
the Purchasers obligations under the Transaction Agreement and further provides that Teekay and
TORM are jointly obligated to cause the Purchaser and the surviving corporation to perform, satisfy
and discharge its obligations on a timely basis.
Explanatory Note Regarding Summary of Transaction Agreement and Representations and Warranties
in the Transaction Agreement. The summary of the terms of the Transaction Agreement is intended to
provide information about the terms of the Offer and the Merger. The terms and information in the
Transaction Agreement should not be relied on as disclosure about Teekay, TORM or the Company
without consideration to the entirety of public disclosure by Teekay, TORM or the Company as set
forth in all of their respective public reports filed with or furnished to the SEC. The terms of
the Transaction Agreement (such as the representations and warranties) govern the contractual
rights and relationships, and allocate risks, among the parties in relation to the Offer and the
Merger. In particular, the representations and warranties made by the parties to each other in the
Transaction Agreement have been negotiated among the parties with the principal purpose of setting
forth their respective rights with respect to their obligation to close the Offer and the Merger
should events or circumstances change or be different from those stated in the representations and
warranties. Matters may change from the state of affairs contemplated by the representations and
warranties. None of Teekay, TORM or the Company undertakes any obligation to publicly release any
revisions to these representations and warranties, except as required under U.S. federal or other
applicable securities laws.
The Joint Venture Agreement
On April 17, 2007, Teekay, Teekay Acquisition Holdings and TORM entered into the JV Agreement
in connection with the proposed acquisition of the Issuer. The following summary of material terms
of the JV Agreement is qualified in its entirety by reference to the complete text of the JV
Agreement, a copy of which is included as Exhibit (d)(2) to the Schedule TO and incorporated by
reference herein. The JV Agreement was not provided to the Issuer until after the execution of the
Transaction Agreement and does not limit or otherwise affect the Issuers rights under the
Transaction Agreement in any way. References to an action or a position of Teekay relative to the
Purchaser below generally refers to an action or a position by Teekay through its wholly owned
subsidiary Teekay Acquisition Holdings.
The purpose of the JV Agreement is to agree to the formation and governance of the Purchaser,
which will be used to acquire the Issuer, and to provide for the interaction among Teekay, Teekay
Acquisition Holdings and TORM directly and through the Purchaser in (a) acquiring the Issuer, (b)
operating the assets of the Issuer following the Purchasers acquisition of control of the Issuer
and prior to distribution thereof to Teekay and TORM and (c) effecting the distribution of the
assets of the Issuer. Each of Teekay and TORM own a 50% interest in the Purchaser.
12 of 17
The purposes of the Purchaser are limited to:
· seeking to complete the acquisition of the Issuer through the Offer and subsequent Merger,
each as contemplated by the Transaction Agreement;
· operating the Issuer following the completion of the Offer and prior to the Merger, and
operating the surviving corporation of the Merger following the Merger until the distribution of
the surviving corporations assets and liabilities to Teekay and TORM;
· distributing the assets and liabilities of the surviving corporation; and
· engaging in all other acts and things necessary, proper or advisable to effect and carry out
such purposes of the Purchaser.
Each of Teekay and TORM are responsible for funding 50% of the contributions and loans to the
Purchaser required by the Purchaser and, to the extent directly related to the purchase of Shares
pursuant to the Offer and the Merger, Teekay and TORM to fulfill their monetary obligations under
the Transaction Agreement. These obligations include:
· paying for all Shares tendered in the Offer or thereafter exchanged for cash in the Merger
pursuant to the terms of the Transaction Agreement;
· making any payments required of the Purchaser pursuant to the Transaction Agreement with
respect to the outstanding options to purchase Common Stock and restricted shares of the Issuer;
· repaying the Issuers indebtedness to the extent and as and when such indebtedness is to be
repaid as determined by the Purchasers board of directors; and
· paying any expenses of the Issuer to be paid by the Purchaser in connection with the Offer
and the Merger or otherwise pursuant to the Transaction Agreement.
In addition, each of Teekay and TORM generally are responsible for making contributions and
loans to the Purchaser in the principal amount of 50% of the expenses of or relating to the
Purchaser following its formation, including fees and expenses for the preparation and filing by
the Purchaser of applicable information under antitrust laws and of materials relating to the
Offer.
Subject to the terms and conditions in the Transaction Agreement, the amount of funding to the
Purchaser to be provided by each of Teekay and TORM will be determined by the Purchasers board of
directors. Each of Teekay and TORM have secured separate financing arrangements or commitments to
fund the portion of their respective capital contributions and loans to the Purchaser that are not
to be funded with their available cash. The receipt of financing is not a condition precedent to
the obligations of the parties under the JV Agreement. Neither Teekay nor TORM will pledge any of
their respective ownership interests in the Purchaser in connection with financing the Purchaser.
Management of the affairs, business and property of the Purchaser is shared equally by Teekay
and TORM. The Purchasers board of directors consists of four directors, two of whom have been, and
for so long as
Teekay and TORM hold any Shares of the Purchasers common stock will be, designated by each of
Teekay and TORM, respectively. Currently, the Teekay designees are Bjorn Moller and Arthur J.
Bensler and the TORM designees are Klaus Kjærulff and Jesper Holmark.
The Purchasers board of directors may decide to appoint co-presidents. Upon such decision,
each of the Teekay-designated directors, on the one hand, and the TORM-designated directors, on the
other hand, will appoint one of the two co-presidents. The co-presidents would manage the
day-to-day business and affairs of the Purchaser and, following the Merger and subject to board
oversight, manage the dissolution, winding up and
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distribution of the assets of the Purchaser. The
co-presidents would act only as mutually agreed between them. If the Purchasers board of directors
does not decide to appoint co-presidents, actions of the sole president would be subject to the
approval of at least one of the Teekay-designated directors and one of the TORM-designated
directors. The Purchasers board of directors may also appoint other officers of the Purchaser.
Each of Teekay and TORM will designate an equal number of the Issuer directors where the
Purchaser is entitled to designate members of the Issuer Board. If the number of the Issuer
directors that the Purchaser is entitled to designate is not an even number, Teekay and TORM will
mutually agree on a designee unaffiliated with either of them; otherwise they will leave that board
seat vacant.
If either Teekay or TORM defaults in the timely performance of:
· funding its portion of the Purchasers obligations to pay for any Shares tendered in the
Offer or to be surrendered in the Merger, make payments required by the Purchaser with respect to
outstanding options to purchase the Issuers Common Stock or restricted shares pursuant to the
Transaction Agreement or any indebtedness of the Issuer that the Purchaser determines to repay
prior to or concurrently with the Offer or the Merger; or
· any of its obligations under the Transaction Agreement relating to approvals under
applicable antitrust laws where such failure results in the failure to obtain any such approvals
required to consummate the Offer or the Merger;
and if the Issuer and the other party are (but for the defaulting partys default as described
above) ready, willing and able to close the transactions contemplated by the Transaction Agreement,
(a) without limiting any other remedies that may be available, the defaulting party would be
required to promptly pay to the non-defaulting party a fee equal to $20 million and to indemnify
and hold harmless the non-defaulting party and its affiliates for and against any and all losses
suffered or incurred by the non-defaulting party and its affiliates as a result of the defaulting
partys default and (b) the non-defaulting party would be entitled to elect, by written notice to
the defaulting party and the Purchaser to pursue the transactions contemplated by the Transaction
Agreement without the defaulting party. If the non-defaulting party makes such an election, the
ownership interest of the defaulting party in the Purchaser would be deemed immediately forfeited
and cancelled and the defaulting party would be required to take, at its own expense, all action
reasonably requested by the non-defaulting party in order for the non-defaulting party to seek to
close the transactions contemplated by the Transaction Agreement on its own and the defaulting
party would be prohibited from seeking to undertake any effort to acquire the Issuer or to
prejudice or hinder the non-defaulting partys pursuit of the transactions contemplated by the
Transaction Agreement. Any such election and related activities to unilaterally pursue an
acquisition of the Issuer would be subject to the Issuers rights under the Transaction Agreement.
The Transaction Agreement provides that Teekay and TORM are jointly and severally liable for
the Purchasers obligations under the Transaction Agreement.
The JV Agreement provides for distribution of the Issuers assets in kind to Teekay and TORM
in a manner that generally allocates equivalent value between the parties. The JV Agreement
contemplates that the following assets of the Issuer, or ship-owning subsidiaries of the Issuer
that own such assets, will be distributed to Teekay:
· the Issuers 13 Suezmax tankers (Angelica, Janet, Adair, Arlene, Ingeborg, Dakota, Delaware,
Cape Bonny, Cape Bastia, HS Alcina, Cape Bantry, Max Jacob and Oliver Jacob);
· eight of the Issuers product tankers (Brazos, Lauren, Jeanette, Guadaloupe, Rhine, Orontes,
Seine and Newbuilding #2 (March 2009 delivery));
· bareboat and time charter contracts relating to these vessels; and
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· the Issuers rights under its marketing alliance known as Alliance Chartering LLC with
Frontline Ltd. and in the Gemini Suezmax tanker pool.
The JV Agreement contemplates that the following assets of the Issuer, or ship-owning
subsidiaries of the Issuer that own such assets, will be distributed to TORM:
· the Issuers remaining 26 product tankers (Wabash, Kansas, Republican, Platte, Thames,
Horizon, Rosetta, Moselle, San Jancinto, Amazon, Neches, Tevere, Fox, Garonne, Loire, Saone,
Charente, Ohio, Rhone, Madison, Trinity, King Edward, Tamar, Ottawa, King Ernest and Newbuilding #1
(January 2009 delivery));
· bareboat and time charter contracts relating to these vessels;
· the Issuers rights in the Libra product tanker pool; and
· other than the Indian crew with respect to vessels to be distributed to Teekay, the Issuers
operations in India.
Teekay and TORM have assigned to the vessels and related contracts and certain other assets
specific values as set forth in the JV Agreement for purposes of allocating assets between them.
All remaining assets and liabilities will be valued at their respective book values on the
Purchasers records. Teekay and TORM will make appropriate adjustments or payments as needed so
that the aggregate value of assets allocated to each of them under the JV Agreement is equal, other
than for certain expenses to be borne solely by one party or the other.
The JV Agreement provides that, unless approved by the board of directors of the Purchaser,
prior to distributing the assets, the Purchaser will not pay cash or other dividends to Teekay or
TORM and there will not be any transfers of cash, including cash dividends or equity redemptions
held by the Purchaser, the Purchasers subsidiaries, the Issuer or the Issuers subsidiaries.
The JV Agreement contemplates that all liabilities relating to known or unknown defects in a
vessel (other than to the extent arising from an operational incident during the period following
the closing of the Offer and prior to the distribution of the first vessel pursuant to the JV
Agreement) will be borne solely by the party to which such vessel is transferred and that
liabilities that relate primarily to assets distributed to a party that accrue after the first date
on which a vessel is distributed to one of the parties will be borne by the party to which such
asset is transferred.
Each of Teekay and TORM are responsible for all expenses incurred by it in connection with the
JV Agreement and the Transaction Agreement including all expenses incurred prior to forming the
Purchaser provided that (except with respect to (i) amounts owed to Pareto Securities ASA which
will be paid by TORM, (ii) compensation of the directors and co-presidents, which will be paid by
the party that has designated such person and (iii) expenses relating to antitrust laws that arise
as a result of one of the parties having assets that are deemed to be competitive with the assets
of the Issuer which will be paid by such party) expenses incurred by Teekay or TORM following
execution and delivery of the Transaction Agreement are to be shared equally between Teekay and
TORM to the extent the services paid for or to be paid for mutually benefit both Teekay and TORM
with respect to the Purchaser or the transactions contemplated by the Transaction Agreement. Any
severance or change of control payments due to executives or general and administrative or other
on-shore employees of the Issuer
upon or in connection with the closing of the Offer or the Merger and arising on or prior to
the first date that a vessel is transferred to a party will be equally divided between Teekay and
TORM. If one party hires any on-shore employee of the Issuer who has a contingent severance or
change of control arrangement and continues to employ such individual as of the first date that a
vessel is transferred to a party, the hiring party will be entitled to a preferential payment in an
amount equal to 50% of the severance or change of control payment that would otherwise have been
payable to such individual. If any seafaring employees of the Issuer are terminated prior to the
first date that a vessel is transferred to a party, Teekay and TORM will each be responsible for
50% of any related severance cost, provided that if such termination occurs prior to the expiration
of the seafarers then-existing contract period, the party who will receive the vessel on which
such seafarer works shall
15 of 17
be solely responsible for any increase in the severance cost due to
termination prior to the expiration of such period.
Teekay and TORM and their respective director and officer designees are permitted to engage in
business ventures whether or not in competition with the business of the Purchaser. None of the
Purchaser, Teekay or TORM will have any rights in or to the independent ventures and activities of
the other party or the income or profits derived therefrom.
The JV Agreement includes certain indemnification and reimbursement provisions to allocate
between Teekay and TORM risks for certain losses relating to the Issuer, the joint venture and the
assets to be distributed to them.
The Confidentiality Agreements
On March 23, 2007, the Issuer and Teekay entered into a confidentiality agreement (the Teekay
Confidentiality Agreement). Under the terms of the Teekay Confidentiality Agreement, the Issuer
and Teekay agreed to furnish the other party on a confidential basis certain information concerning
their respective businesses in connection with the evaluation of a possible business combination
between Teekay and the Issuer. This summary is qualified in its entirety by reference to the Teekay
Confidentiality Agreement, which is included as Exhibit (d)(3) to the Schedule TO and incorporated
by reference herein.
On March 22, 2007, the Issuer and TORM entered into a confidentiality agreement (the TORM
Confidentiality Agreement). Under the terms of the TORM Confidentiality Agreement, the Issuer and
TORM agreed to furnish the other party on a confidential basis certain information concerning their
respective businesses in connection with the evaluation of a possible business combination between
TORM and the Issuer. This summary is qualified in its entirety by reference to the TORM
Confidentiality Agreement, which is included as Exhibit (d)(4) to the Schedule TO and incorporated
by reference herein.
Item 7. Material to Be Filed as Exhibits
|
|
|
Exhibit No. |
|
Description |
1.
|
|
Joint Filing Agreement, dated June 4, 2007, among Teekay,
TORM, Teekay Acquisition Holdings and the Purchaser. |
|
|
|
2.
|
|
Transaction Agreement, dated April 17, 2007, among Teekay,
TORM, the Purchaser and the Issuer (incorporated by reference
to the Form 8-K filed by the Issuer on April 20, 2007).* |
|
|
|
3.
|
|
Joint Venture Agreement, dated as of April 17, 2007, among
Teekay, Teekay Acquisition Holdings and TORM (incorporated by
reference to the Schedule TO filed by Teekay, TORM, Teekay
Acquisition Holdings and the Purchaser on May 17, 2007).* |
|
|
|
4.
|
|
Confidentiality Agreement, dated March 23, 2007, between
Teekay and the Issuer (incorporated by reference to the
Schedule TO filed by Teekay, TORM, Teekay Acquisition Holdings
and the Purchaser on May 17, 2007).* |
|
|
|
5.
|
|
Confidentiality Agreement, dated March 22, 2007, between TORM
and the Issuer (incorporated by reference to the Schedule TO
filed by Teekay, TORM, Teekay Acquisition Holdings and the
Purchaser on May 17, 2007).* |
|
|
|
6.
|
|
Credit Agreement, dated May 16, 2007, between HSH Nordbank AG
and Teekay (incorporated by reference to Amendment No. 2 to
the Schedule TO filed by Teekay, TORM, Teekay Acquisition
Holdings and the Purchaser on May 17, 2007).* |
16 of 17
|
|
|
Exhibit No. |
|
Description |
7.
|
|
Credit Agreement, dated April 17, 2007, among HSH Nordbank AG,
Danske Bank A/S and TORM (incorporated by reference to
Amendment No. 2 to the Schedule TO filed by Teekay, TORM,
Teekay Acquisition Holdings and the Purchaser on May 17,
2007).* |
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|
|
* |
|
This agreement has been included to provide you with information regarding its terms. It
is not intended to provide any other factual information about the filing persons. Such
information can be found elsewhere in this Schedule TO and, to the extent applicable, in
other public filings these entities make, including such filings made with the Securities
and Exchange Commission which are available without charge at www.sec.gov. This agreement
may contain representations and warranties by the filing persons and the other parties to
the agreement. The representations and warranties reflect negotiations between the parties
to the agreement and, in certain cases, merely represent allocation decisions among the
parties and may not be statements of fact. As such, the representations and warranties are
solely for the benefit of the parties to the agreement and may be limited or modified by a
variety of factors, including: subsequent events; information included in public filings;
disclosures made during negotiations; correspondence between the parties; and disclosure
schedules to the agreement. Accordingly, the representations and warranties may not
describe the actual state of affairs at the date they were made or at any other time and
you should not rely on them as statements of fact. |
17 of 17
SIGNATURE
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.
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TEEKAY CORPORATION
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By: |
/s/ BJORN MOLLER
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Name: |
Bjorn Moller |
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Title: |
President and Chief Executive Officer |
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A/S DAMPSKIBSSELSKABET TORM
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By: |
/s/ KLAUS KJAERULFF
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Name: |
Klaus Kjærulff |
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Title: |
Chief Executive Officer |
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TEEKAY ACQUISITION HOLDINGS LLC
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By: |
/s/ BJORN MOLLER
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|
Name: |
Bjorn Moller |
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Title: |
President and Chief Executive Officer
of Teekay Corporation, its sole member |
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OMAHA, INC.
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By: |
/s/ BJORN MOLLER
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Name: |
Bjorn Moller |
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Title: |
Director |
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By: |
/s/ JESPER HOLMARK
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Name: |
Jesper Holmark |
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Title: |
Director |
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Dated: June 4, 2007
SCHEDULE A
Directors and Executive Officers of Teekay:
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|
Principal Occupation or Employment and |
|
|
Name and Position |
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Principal Business Address |
|
Citizenship |
C. Sean Day, Director and
Chairman of the Board
|
|
President
Seagin International LLC
Three Pickwick Plaza, 2nd Floor,
Greenwich, Connecticut, USA 06830
|
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United States |
|
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|
Bjorn Moller, Director, President and Chief Executive
Officer
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
Denmark |
|
|
|
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|
Axel Karlshoej, Director and
Chairman Emeritus
|
|
President
Nordic Industries
1437 Furneaux Road
Marysville, California, USA, 95901
|
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Denmark |
|
|
|
|
|
Rod (James) Clark, Director
|
|
3900 Essex Lane
Suite 1200
Houston, Texas, USA 77027
|
|
United States |
|
|
|
|
|
Dr. Ian D. Blackburne, Director
|
|
130 Blues Point Road
McMahons Point, NSW 2060, Australia
|
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Australia |
|
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|
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|
Peter S. Janson, Director
|
|
500 Avenue Road, Suite 1107
Toronto, ON M4V 2J6
Canada
|
|
Canada |
|
|
|
|
|
Thomas Kuo-Yuen Hsu, Director
|
|
Executive Director
Expedo & Company (London) Ltd.
40 George Street
London, United Kingdom, W1H 5RE
|
|
United Kingdom |
|
|
|
|
|
Eileen A. Mercier, Director
|
|
Finvoy Management Inc.
199 Cranbrooke Avenue
Toronto, ON M5M 1M6 Canada
|
|
Canada |
|
|
|
|
|
Tore I. Sandvold, Director
|
|
Sandvold Energy AS
c/o E.ONRuhrgas AG
Stortingsgaten 8
0161 Oslo
Norway
|
|
Norway |
|
|
|
|
|
Peter Evensen, EVP, and Chief
Financial Officer
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
United States |
|
|
|
|
|
David Glendinning, President,
Teekay Gas and Offshore, a
division of Teekay Corporation
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
United Kingdom |
|
|
|
|
|
|
|
Principal Occupation or Employment and |
|
|
Name and Position |
|
Principal Business Address |
|
Citizenship |
Graham Westgarth, President,
Teekay Marine Services, a
division of Teekay Corporation
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
United Kingdom |
|
|
|
|
|
Arthur J. Bensler, EVP, Secretary and General Counsel
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
Canada |
|
|
|
|
|
Vincent Lok, SVP and Treasurer
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
Canada |
|
|
|
|
|
Paul Wogan, President, Teekay
Tanker Services, a division of
Teekay Corporation
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
United Kingdom |
|
|
|
|
|
Bruce Chan, SVP, Corporate
Resources
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
Canada |
Directors and Executive Officers of TORM:
|
|
|
|
|
|
|
Principal Occupation or Employment and |
|
|
Name and Position |
|
Principal Business Address |
|
Citizenship |
Niels Erik Nielsen, Chairman
of the Board
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
Christian Frigast; Deputy
Chairman of the Board
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
Ditlev Engel, Director
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
|
|
Principal Occupation or Employment and |
|
|
Name and Position |
|
Principal Business Address |
|
Citizenship |
Gabriel Panayotides, Director
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Greece |
|
|
|
|
|
Stefanos-Niko Zouvelos, Director
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Greece |
|
|
|
|
|
Niels Peter Abildgaard Nielsen, Director
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
Lennart Arnold Johan Arrias, Director
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
Margrethe Bligaard, Director
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
Klaus Kjaerulff, Chief Executive Officer, Managing
Director and Acting Chief
Financial Officer
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
Mikael Skov, Chief Operating
Officer
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900
Hellerup
Denmark
|
|
Denmark |
Directors and Executive Officers of Purchaser:
|
|
|
|
|
|
|
Principal Occupation or Employment and |
|
|
Name and Position |
|
Principal Business Address |
|
Citizenship |
Arthur Bensler, Director
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
Canada |
|
|
|
|
|
Jesper Holmark, Director
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900 Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
Klaus Kjaerulff, Director
|
|
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18
DK-2900 Hellerup
Denmark
|
|
Denmark |
|
|
|
|
|
Bjorn Moller, Director
|
|
Teekay Shipping (Canada) Ltd.
Suite 2000, Bentall 5
550 Burrard Street
Vancouver B.C. V6C 2K2
Canada
|
|
Denmark |