SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Amendment
No. 6)
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 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
(including the associated preferred stock
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
Teekay Corporation
Bayside House, Bayside Executive Park
West Bay Street & Blake Road, P.O. Box AP 59212
Nassau, Bahamas
Telephone: (242) 502-8880
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Klaus Kjærulff
Aktieselskabet Dampskibsselskabet TORM
Turborg Havnevej 18
DK 2900 Hellerup
Denmark
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.
Gwyneth E. McAlpine, Esq.
Perkins Coie LLP
1120 N.W. Couch Street
Tenth Floor
Portland, Oregon 97209-4128
Telephone: (503) 727-2000
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John M. Reiss, Esq.
Oliver C. Brahmst, Esq.
White & Case LLP
1155 Avenue of the Americas
New York, New York 10036
Telephone: (212) 819-8200 |
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 |
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(1) |
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Estimated for purposes of calculating the filing fee
only. The transaction valuation was calculated based on
the offer to purchase all of the outstanding shares of
common stock of OMI Corporation at a purchase price equal
to $29.25 per share and 62,021,900 shares issued and
outstanding (including 2,415,610 restricted shares and
outstanding options with respect to 37,000 shares). |
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(2) |
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The amount of filing fee, calculated in
accordance with Rule 0-11 of the Securities Exchange Act
of 1934, as amended, is calculated by multiplying the
transaction valuation by 0.0000307. |
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Check the box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with
which the offsetting fee was previously paid. Identify the
previous filing by registration statement number, or the form
or schedule and the date of its filing. |
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Amount Previously Paid:
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$ |
55,694.12 |
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Filing Party:
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Teekay
Corporation, Teekay
Acquisition
Holdings, LLC,
Omaha, Inc. and A/S
Dampskibsselskabet TORM |
Form of Registration No.:
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Schedule TO
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Date Filed:
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April 27, 2007 |
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Check the box if the filing relates solely to
preliminary communications made before the commencement of
the tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ |
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third party tender offer subject to
Rule 14d-1 |
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issuer tender offer subject to
Rule 13e-4 |
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going private transaction subject to
Rule 13e-3 |
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amendment to Schedule 13D under
Rule 13d-2 |
Check the
following box if the filing is a final amendment reporting the
results of the tender
offer: þ
This Amendment No. 6 to the Tender Offer Statement on Schedule TO (this Amendment), filed
with the Securities and Exchange Commission (the SEC) on June 6, 2007, amends and supplements the
Tender Offer Statement on Schedule TO filed on April 27, 2007 (as previously amended, 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 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.
Items 8 and 11. Interest in Securities of the Subject Company; Additional Information
Items 8 and 11 of the Schedule TO are hereby amended and supplemented by adding the following
text thereto:
On June 6, 2007, Teekay and TORM announced that the subsequent offering period of the Offer
expired at 5:00 p.m., New York City time, on Tuesday, June 5, 2007, and the Purchaser has accepted
for payment all of the additional Shares that had been validly tendered during the subsequent
offering period. Approximately 3,248,506 additional Shares, representing approximately 5.45% of
the outstanding Shares, were tendered during the subsequent offering period. Following the
purchase of these Shares, the Purchaser beneficially owns a total of approximately 53,207,143
Shares (excluding Shares that had previously been tendered pursuant to guaranteed delivery
procedures and that were not actually delivered), representing approximately 89.32% of the
outstanding Shares.
The full text of the press release issued by Teekay and TORM and announcing the completion of
the tender offer is attached hereto as Exhibit (a)(5)(vii) and is incorporated herein by
reference.
Items 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
(a)(5)(vii) Joint Press Release issued by Teekay and TORM on June 6, 2007
After due inquiry and to the best of its knowledge and belief, each of the undersigned
certifies 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 Kjærulff
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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 6, 2007