Current Report Filing (8-k)
May 04 2016 - 5:06PM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(
d
) of the
Securities
Exchange Act of 1934
May
4, 2016 (April 28, 2016)
Date
of Report (Date of earliest event reported)
Overseas
Shipholding Group, Inc.
(Exact
Name of Registrant as Specified in Charter)
1-6479-1
Commission
File Number
Delaware
|
|
13-2637623
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
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1301
Avenue of the Americas
New
York, New York 10019
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code
(212) 953-4100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 8 – Other Events
On April 28, 2016, the Company issued a press release announcing
that, in connection with the previously-announced settlement of the Company’s lawsuit against Proskauer Rose LLP, its Board
of Directors had declared a dividend of $0.17968 on each share of Class B common stock and a cash distribution of $0.17968 per
outstanding warrant for OSG’s Class B common stock, both with a record date of May 9, 2016 and a payment date of May 13,
2016. In accordance with the terms of the Class B warrants, holders of those warrants will receive the cash distribution but the
warrants will not otherwise be adjusted in any manner in connection with the payment of the dividend on the Class B stock.
Pursuant to the terms of the Company’s certificate of
incorporation, each share of Class B common stock will thereafter automatically convert into one share of Class A common stock
as of 5:00 p.m. EDT on May 27, 2016 (the “conversion date”), the tenth business day after the payment of the dividend
and distribution to the holders of Class B shares and warrants as described above. In addition, pursuant to the terms of the warrant
agreement governing the Class B warrants, each outstanding Class B warrant will automatically convert into a Class A warrant on
the conversion date.
A copy of the press release is attached as Exhibit 99.1.
Section 9 – Financial Statements
and Exhibits
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Pursuant to General Instruction B.2 of Form 8-K, the following
exhibit is furnished with this Form 8-K.
Exhibit No.
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Description
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99.1
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Press Release dated April 28, 2016.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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OVERSEAS SHIPHOLDING GROUP, INC.
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(Registrant)
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Date: May 4, 2016
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By
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/s/ James D. Small III
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Name: James
D. Small III
Title: Senior
Vice President, Secretary & General Counsel
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EXHIBIT
INDEX
Exhibit No.
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Description
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99.1
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Press Release dated April 28, 2016.
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