Current Report Filing (8-k)
January 23 2017 - 5:01PM
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
January
23, 2017 (January 23, 2017)
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
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
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Two
Harbour Place
302
Knights Run Avenue, Suite 1200
Tampa,
Florida 33602
(Address
of Principal Executive Offices) (Zip Code)
Registrant's
telephone number, including area code
(813) 209-0600
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
Item 8.01 Other Events.
On January 23, 2017, Overseas Shipholding
Group, Inc. (“OSG” or the “Company”) announced that it has reached a resolution with the U.S. Securities
and Exchange Commission (“SEC”) related to a previously disclosed investigation into the failure of OSG to record certain
federal income tax liabilities in its financial statements prior to the second quarter of 2012. The Company has agreed to pay a
$5 million civil penalty to the SEC. Amounts payable to the SEC are subject to the approval of the U.S. Bankruptcy Court for the
District of Delaware.
Under the terms of the resolution with
the SEC, OSG neither admits nor denies the SEC’s allegations that the Company violated certain provisions of the Securities
Act of 1933, the Securities Exchange Act of 1934 and related rules. The SEC has acknowledged OSG’s cooperation with the SEC
staff throughout the course of its investigation, as well as OSG’s implementation of remedial measures and improvements to
internal accounting controls over its tax reporting functions and changes to the senior management of OSG.
The SEC’s administrative order resolving
its investigation can be accessed at the SEC website at www.sec.gov.
The Company issued a press release regarding
the resolution, attached as Exhibit 99.1 and incorporated herein by reference.
Section 9 - Financial Statements and
Exhibits.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
Exhibit No.
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Description
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99.1
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Press Release dated January 23, 2017.
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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: January 23, 2017
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By
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/s/ Susan Allan
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Name: Susan
Allan
Title: Vice
President, General Counsel and Corporate Secretary
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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 January 23, 2017.
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