Current Report Filing (8-k)
January 27 2017 - 5:02PM
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
27, 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
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13-2637623
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(State or other jurisdiction of incorporation or organization)
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(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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¨
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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 7 – Regulation FD
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Item 7.01
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Regulation FD Disclosure.
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As previously
reported, on November 14, 2012, Overseas Shipholding Group, Inc. (“OSG”) and certain of its subsidiaries (together
with OSG, the “Debtors”) filed voluntary petitions for reorganization under Title 11 of the U.S. Code in the Bankruptcy
Court for the District of Delaware (the “Bankruptcy Court”) and by order entered on July 18, 2014, the Bankruptcy Court
confirmed the Debtors’ plan of reorganization (the “Plan”). On August 5, 2014, the Plan became effective and
OSG emerged from bankruptcy.
On January 27,
2017, the Debtors filed their post-confirmation quarterly summary report for the period from October 1, 2016 through December 31,
2016 (the “Post-Confirmation Quarterly Summary Report”) with the Bankruptcy Court. The Post-Confirmation Quarterly
Summary Report is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report
on Form 8-K (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality
of any information required to be disclosed solely by reason of Regulation FD.
OSG is furnishing
this Current Report pursuant to Item 7.01, “Regulation FD Disclosure.” The information contained in this Current Report
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
FINANCIAL AND
OPERATING DATA
OSG cautions investors
and potential investors not to place undue reliance upon the information contained in the Post-Confirmation Quarterly Summary Report,
which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of OSG.
The Post-Confirmation Quarterly Summary Report is limited in scope, covers a limited time period and has been prepared solely for
the purpose of complying with the reporting requirements of the Office of the United States Trustee of the District of Delaware
and the Bankruptcy Court. The Post-Confirmation Quarterly Summary Report was not audited or reviewed by independent accountants,
is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation.
The Post-Confirmation Quarterly Summary Report does not include all of the adjustments, information and footnotes required by U.S.
generally accepted accounting principles. Therefore, the Post-Confirmation Quarterly Summary Report does not necessarily contain
all information required in filings pursuant to the Exchange Act, or may present such information differently from such requirements.
There can be no assurance that, from the perspective of an investor or potential investor in OSG’s securities, the Post-Confirmation
Quarterly Summary Report is complete. Results set forth in the Post-Confirmation Quarterly Summary Report should not be viewed
as indicative of future results.
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
Exhibit No.
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Description
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99.1
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Post-Confirmation Quarterly Summary Report for the period from October 1, 2016 through December 31, 2016, filed with the Bankruptcy Court.
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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 27, 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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Post-Confirmation Quarterly Summary Report for the period from October 1, 2016 through December 31, 2016, filed with the Bankruptcy Court.
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