Sec Form 13D Filing - Saltchuk Resources Inc. filing for OVERSEAS SHIPHOLDING GROUP INC (OSG) - 2020-03-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.   )

(Name of Issuer)

   Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

(CUSIP Number)

   ●

c/o Saltchuk Resources, Inc.

450 Alaskan Way South, Suite 708

Seattle, Washington 98104

(206) 652-1111

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

  March 5, 2020

(Date of Event Which Requires Filing of This Statement)

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).

¹ Calculated based on 85,675,594 shares of Class A common stock, $0.01 par value per share (the “Common Stock”), of Overseas Shipholding Group, Inc. (the “Issuer”), outstanding as of November 6, 2019, comprised of 85,675,594 shares of Common Stock, and excluding penny warrants exercisable into 3,693,499 shares of Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2019.

This Schedule 13D is being filed by Saltchuk Resources, Inc., a Washington corporation (the “Reporting Person”). The Reporting Person provides air cargo, marine transport, petroleum distribution, trucking, and marine transportation services. Its principal office is located at 450 Alaskan Way South, Suite 708, Seattle, Washington 98104.

(a)-(c), (f) The name, residence or business address, present principal occupation, and citizenship of each executive officer and director of the Reporting Person is listed on Schedule I attached hereto.

(d)-(e) During the last five years, neither the Reporting Person, nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule I attached hereto, (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or 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.

Funds used to purchase the shares of Common Stock reported herein were derived from working capital of the Reporting Person. The Reporting Person paid approximately $25,630,561.27 plus $408,509.95 in broker commissions to acquire the shares of Common Stock.

The Reporting Person believes that the Issuer’s Common Stock is undervalued and is an attractive investment opportunity.  Depending upon overall market conditions, other investment opportunities available to the Reporting Person, and the availability of the Issuer’s Common Stock at prices that would make the purchase or sale of such Common Stock desirable, the Reporting Person may endeavor from time to time (i) to increase or decrease its position in the Issuer through, among other things, the purchase or sale of Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Person may deem advisable, and/or (ii) to enter into transactions that increase or hedge its economic exposure to the Common Stock without affecting its beneficial ownership.

Except as set forth herein or as would occur upon completion of any of the actions discussed herein, the Reporting Person does not have any present plan or proposal which would relate to or result in any of the following:

(a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of the Issuer;

(f) any other material change in the Issuer’s business or corporate structure;

(g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to section 12(g)(4) of the Act; or

(j) any action similar to any of those enumerated above.

The Reporting Person intends to review its investment in the Issuer on a periodic basis and may from time to time engage in discussions with the management and board of directors of the Issuer, as well as with other shareholders and potential shareholders of the Issuer, concerning, among other things, the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price of the Issuer’s securities, conditions in the securities markets and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to its investment in the Issuer as it deems appropriate including, without limitation, making proposals concerning changes to the capitalization, ownership structure, board composition or operations of the Issuer, purchasing additional securities of the Issuer, selling some or all of its Common Stock of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or changing its intention with respect to any and all matters referred to in this Item 4.

There are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person, with respect to the securities of the Issuer.

None.

SIGNATURES

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.

Dated:   March 13, 2020