UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Overseas Shipholding Group, Inc.
(Name of Issuer)
Common stock, par value $1.00 per share
(Title of Class of Securities)
690368105
(CUSIP Number)
Mr. Scott B. Bernstein
Caxton Associates LP
731 Alexander Road, Bldg. 2
Princeton, NJ 08540
(212) 303-6571
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 29, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box. |_|
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
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).
CUSIP No. 690368105
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Caxton International Limited
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |X|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
WC
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
British Virgin Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
2,000,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
2,000,000 (1)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
6.52% (2)
(1) Under the terms of the Equity Commitment Agreement (as defined in
Item 4), Caxton International Limited has agreed, subject to the
conditions set forth in such Agreement, to purchase up to an aggregate
of 52,260,571 shares of Class A Common Stock (as defined in Item 4)
of the Issuer (as defined in Item 1) and Warrants to purchase Class
A Common Stock (together with the Class A Common Stock, the "ECA
Securities"). Caxton International Limited's obligation to purchase
the ECA Securities is subject to conditions outside of its control.
As a result, the Reporting Persons disclaim any beneficial ownership
of the ECA Securities.
(2) The calculation of the percentages shown herein are based on
30,672,406 shares of Common Stock (as defined in Item 1) of the
Issuer outstanding as of May 5, 2014, as per the Issuer's Form 10-Q
filed with the U.S. Securities and Exchange Commission on May 12, 2014.
(14) Type of Reporting Person (See Instructions)
CO
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Caxton Associates LP
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |X|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
2,000,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 (3)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
6.52% (4)
(14) Type of Reporting Person (See Instructions)
PN, IA
(3) See Footnote 1.
(4) See Footnote 2.
(1) Names of Reporting Persons.
I.R.S. Identifiation Nos. of above persons (entities only).
Canterbury Holdings (USA) LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |X|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
State of Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
2,000,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
2,000,000 (5)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
6.52% (6)
(14) Type of Reporting Person (See Instructions).
OO
(5) See Footnote 1.
(6) See Footnote 2.
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Canterbury Holdings Limited
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
Guernsey
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
2,000,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
2,000,000 (7)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
6.52% (8)
(14) Type of Reporting Person (See Instructions).
OO
(7) See Footnote 1.
(8) See Footnote 2.
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Law, Andrew E.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |X|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
2,000,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person.
2,000,000 (9)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). |_|
(13) Percent of Class Represented by Amount in Row (11).
6.52% (10)
(14) Type of Reporting Person (See Instructions).
IN
(9) See Footnote 1.
(10) See Footnote 2.
(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Agnes III, Peter W.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |X|
(3) SEC Use Only.
(4) Source of Funds (See Instructions).
AF
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
?
(6) Citizenship or Place of Organization
United States of America
Number of Shares Beneficially Owned by Each Reporting Person With:
(7) Sole Voting Power:
0
(8) Shared Voting Power:
2,000,000
(9) Sole Dispositive Power:
0
(10) Shared Dispositive Power:
2,000,000
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,000,000 (11)
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions). |_|
(13) Percent of Class Represented by Amount in Row (11)
6.52% (12)
(14) Type of Reporting Person (See Instructions)
IN
(11) See Footnote 1.
(12) See Footnote 2.
Item 1. Security and Issuer
This Statement relates to the shares of common stock, par value
$1.00 per share ("Common Stock"), of Overseas Shipholding Group,
Inc., a Delaware corporation ('Issuer"). The principal executive
office of the Issuer is located at 1301 Avenue of the Americas,
New York, NY 10019.
Item 2. Identity and Background
(a) This Statement on Schedule 13D is being filed by:
(a) Caxton International Limited, a corporation organized under
the laws of the British Virgin Islands ("Caxton International");
(b) Caxton Associates LP, a limited liability partnership formed
under the laws of the State of Delaware ("Caxton");
(c) Canterbury Holdings (USA) LLC, a limited liability company formed
under the laws of the State of Delaware ("Canterbury USA");
(d) Canterbury Holdings Limited, a company formed under the laws of
Guernsey ("Canterbury Guernsey");
(e) Andrew E. Law, an individual who is a citizen of the
United Kingdom ("Law"); and
(f) Peter W. Agnes III, an individual who is a citizen of the United
States of America ('Agnes").
(b)
(a) The address of Caxton International is Maple Corporate
Services (BVI) Ltd. Kingston Chambers, P.O. Box 173, Road Town,
Tortola, B.V.I.
(b) The address of Caxton is 731 Alexander Road, Bldg. 2, Princeton,
NJ 08540.
(c) The address of Canterbury USA is 500 Park Avenue, New York,
NY 10022.
(d) The address of Canterbury Guernsey is Trust Corporation of
the Channel Islands Limited Roseneath, The Grange, St. Peter Port,
Guernsey.
(e) The address of Law is c/o Caxton Associates LP, Attention Scott
B. Bernstein, General Counsel, 731 Alexander Road, Bldg. 2,
Princeton, NJ 08540.
(f) The address of Agnes is c/o Caxton Associates LP, Attention Scott B.
Bernstein, General Counsel, 731 Alexander Road, Bldg. 2, Princeton,
NJ 08540.
(c)
(a) Caxton International is engaging in trading and investing in
international currency, financial and commodity interests and
securities, as well as other investments.
(b) Caxton is a New York-based trading and investment firm.
(c) Canterbury USA is the general partner of Caxton.
(d) Canterbury Guernsey is the sole member of Canterbury USA.
(e) Law is the Chairman and Chief Executive Officer of Caxton and the
sole shareholder of Canterbury Guernsey.
(f) Agnes is a partner and portfolio manager of Caxton.
(d) None of Caxton International, Caxton, Canterbury USA, Canterbury Guernsey,
Law or Agnes has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years.
(e) None of Caxton International, Caxton, Canterbury USA, Canterbury Guernsey,
Law or Agnes has been, during the last five years, 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.
(f)
(a) Caxton International is a British Virgin Islands-based company.
(b) Caxton is a limited liability partnership formed under the laws of
the State of Delaware.
(c) Canterbury USA is a limited liability company formed under the laws
of the State of Delaware.
(d) Canterbury Guernsey is a company formed under the laws of Guernsey.
(e) Law is a citizen of the United Kingdom.
(f) Agnes is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Caxton International expended an aggregate amount, excluding commissions,
if any, of $13,089,510 in a series of transactions, since
December 19, 2013, to purchase 2,000,000 shares of the Issuer's
Common Stock. The purchase price for such acquired Common Stock
was paid out of Caxton International's working capital. In addition,
as more fully described in Item 4 hereof, Caxton International
has entered into the Equity Commitment Agreement and
Registration Rights Agreement (as defined below).
Item 4. Purpose of Transaction
The Reporting Parties acquired the 2,000,000 shares of Common Stock in the
belief that the shares are an attractive investment and were under-
valued. In addition to the Reporting Parties' acquisition of such
shares of Common Stock, Caxton International entered into the Equity
Commitment Agreement and Registration Rights Agreement with the
Issuer, each as described below.
Equity Commitment Agreement
The Issuer entered into an Equity Commitment Agreement, dated as of May 2,
2014, as amended by Amendment Number 1 thereto, dated as of May 20, 2014,
and as further amended by Amendment Number 2 thereto, dated as of May 23,
2014 (as so amended, the "Equity Commitment Agreement"), with Caxton
International and each of the other respective Commitment Parties named
therein (each a "Commitment Party"). The Issuer entered into the Equity
Commitment Agreement with each Commitment Party, severally, in connection
with its proposed recapitalization, under which the Issuer has announced
its intention to distribute to each holder of record of its Common Stock
as of June 6, 2014 (the "Record Date"), rights (the "Rights") to purchase
shares of its Common Stock to then be known as Class A Common Stock,
par value $.01 per share (the "Class A Common Stock") and/or warrants
exercisable for shares of such Class A Common Stock (the "Warrants").
As a result of the Rights offering and the other transactions
contemplated by the Equity Commitment Agreement, it is expected that
the Issuer will have outstanding shares of Class A Common Stock and
Warrants, and a limited number of shares of its class B common stock and
warrants exercisable for shares of such class B common stock, collectively
aggregating to approximately 528 million.
Under the Equity Commitment Agreement, the Issuer has agreed to issue and
sell and each respective Commitment Party, severally and not jointly, has
agreed to purchase the number of shares of the Issuer's Class A Common
Stock and/or Warrants as set forth in the Equity Commitment Agreement,
subject to the conditions set forth therein.
Specifically, Caxton International has agreed
under the Equity Commitment Agreement that it will exercise
the Rights distributed to it in respect of shares of Common Stock
it owns of record as of the Record Date (such obligation, the
"Rights Commitment"). Pursuant to its Rights Commitment,
Caxton International is obligated to purchase 24,000,000
shares of Class A Common Stock and/or Warrants. Further,
under the Equity Commitment Agreement, Caxton International is
obligated (the "Backstop Commitment") to purchase a portion of the
Class A Common Stock and/or Warrants that the non-Commitment
Party stockholders fail to purchase by not exercising their
Rights in accordance with the terms of the Issuer's Rights
offering. Assuming none of the Rights are exercised by the
non-Commitment Party stockholders of record as
of the Record Date, Caxton International will be obligated
to purchase a further 16,004,196 shares of Class A Common Stock
and/or Warrants in respect of its Backstop Commitment.
In addition, Caxton International also has agreed
under the Equity Commitment Agreement to purchase
(the "Holdback Commitment") 11,025,556 shares of Class A Common
Stock and/or Warrants, which are referred to in the Equity
Commitment Agreement as the "Holdback Securities".
The Issuer has further agreed to issue to each of the Commitment Parties a
number of shares of its Class A Common Stock and/or Warrants
(the "Premium Securities") as set forth in the Equity Commitment Agreement
in consideration for each such party's participation under the Equity
Commitment Agreement. The Issuer has agreed to issue 1,230,818 Premium
Securities to Caxton International.
Caxton International's purchase obligations in respect of its Rights
Commitment, Backstop Commitment and Holdback Commitment, and its
acquisition of Premium Securities, are all subject to conditions
outside of the control of Caxton International. Accordingly, Caxton
International and the other Reporting Persons disclaim any beneficial
ownership of the Issuer's Class A Common Stock to be purchased or
otherwise acquired pursuant to the Equity Commitment Agreement,
or which underlies any such Warrants.
Registration Rights Agreement
The Issuer entered into a Registration Rights Agreement, dated as of
May 2, 2014, as amended by Amendment Number 1 thereto, dated as of
May 23, 2014 (as so amended, the "Registration Rights Agreement"),
with Caxton International and each of the other respective Commitment
Parties. Under the Registration Rights Agreement, the Issuer has
agreed to file with the U.S. Securities and Exchange Commission a
resale shelf registration statement for the resale by each respective
Commitment Party of the Issuer's Class A Common Stock and/or
Warrants purchased by it pursuant to the Equity Commitment Agreement,
including resales in an underwritten offering. Resales pursuant to
such registration statement are subject to the requirements and
conditions set forth in the Registration Rights Agreement.
--------------------------------------------------
On May 2, 2014, the Issuer filed with the Bankruptcy Court a motion to
approve the Equity Commitment Agreement, which motion attached a copy of
the executed Equity Commitment Agreement (the "Motion"). In turn, a
disclosure statement describing the Equity Commitment Agreement (the
"Disclosure Statement") attached a copy of the Registration Rights
Agreement. On May 20, 2014, the Issuer and each of the Commitment
Parties entered into an amendment to the Equity Commitment Agreement.
On May 26, 2014, the Issuer and each of the Commitment Parties entered
into a second amendment, dated as of May 23, 2014, to the Equity
Commitment Agreement and an amendment to the Registration Rights
Agreement. On May 27, 2014, the United States
Bankruptcy Court for the District of Delaware approved the Disclosure
Statement and the Equity Commitment Agreement.
The foregoing summaries of the Equity Commitment Agreement and
Registration Rights Agreement do not purport to be complete and
are qualified in their entirety by reference to the complete
text of such agreements and amendments thereto, which are available
electronically on the internet website of the
Issuer's claims agent Kurtzman Carson Consultants, LLC, at
http://www.kccllc.net/osg. Information set forth on the foregoing web
site or filed with the Bankruptcy Court shall not be deemed to be part of
or incorporated by reference into this Schedule 13D.
--------------------------------------------------
The Reporting Parties from time to time may enter into discussions
with directors of the Issuer, one or more of management, other
shareholders or investors, or third parties in connection with the
Reporting Parties' investment in the Issuer as well as involving
the Issuer's business, strategies and other matters related to the
Issuer. These discussions may include reviewing options or making
proposals for enhancing or maximizing shareholder value through
various strategic alternatives, including, among others, changes
to the capitalization, ownership structure, operations, or Certificate
of Incorporation or Bylaws of the Issuer or any of its
affiliates, or any strategic transaction or similar opportunities.
The Reporting Parties may also explore increasing their ownership
position in the Issuer or any of its affiliates through an
acquisition of stock or other investments from other
stockholders or otherwise.
The Reporting Parties intend to review their respective investment
in the Issuer on a continuing basis and may from time to time
and at any time in the future depending on various factors,
including, without limitation, the outcome of any discussions
referenced above, the Issuer's financial position and strategic
direction, actions taken by the board and/or management, price
levels of the Issuer's (or that of any of its affiliates) common
stock and/or other instruments, other investment opportunities
available to the Reporting Persons, conditions in the securities
market and general economic and industry conditions, take such
actions with respect to the investment in the Issuer as they deem
appropriate, including: (i) acquiring additional common stock
and/or other equity, debt, notes, other securities, or
derivatives or other instruments that are based upon or
relate to the value of the common stock of the Issuer and/or
any of its affiliates (collectively, "Securities") in the open
market or otherwise; (ii) disposing of any or all of their
Securities in the open market or otherwise; (iii) engaging
in any hedging or similar transactions with respect to the
Securities; or (iv) proposing or considering one or more of the
actions described in subsections (a) through (j) of Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a)
(a) Caxton International beneficially owns 2,000,000 shares of
the Issuer's Common Stock, representing approximately 6.52% of
the 30,672,406 shares of Common Stock of the Issuer outstanding
as of May 5, 2014.
(b) Caxton is the trading advisor to Caxton International and as such has
voting and dispositive power with respect to Caxton International
and could, as a result, be deemed to beneficially own 2,000,000 shares
of the Issuer's Common Stock, representing approximately 6.52% of
the 30,672,406 shares of Common Stock of the Issuer outstanding
as of May 5, 2014.
(c) Canterbury USA is the general partner of Caxton and as such could be
deemed to beneficially own 2,000,000 shares of the Issuer's Common Stock
owned by Caxton International, representing approximately 6.52% of the
30,672,406 shares of Common Stock of the Issuer outstanding as of
May 5, 2014.
(d) Canterbury Guernsey is the sole member of Canterbury USA and as such
could be deemed to beneficially own 2,000,000 shares of the Issuer's
Common Stock owned by Caxton International, representing
approximately 6.52% of the 30,672,406 shares of Common Stock of the
Issuer outstanding as of May 5, 2014.
(e) Law is the Chairman and Chief Executive Officer of Caxton and the
sole shareholder of Canterbury Guernsey and as such could be deemed to
beneficially own 2,000,000 shares of the Issuer's Common Stock owned by
Caxton International, representing approximately 6.52% of the 30,672,406
shares of Common Stock of the Issuer outstanding as of May 5, 2014.
(f) Agnes is a partner and portfolio manager of Caxton and as such could
be deemed to beneficially own 2,000,000 shares of the Issuer's
Common Stock owned by Caxton International, representing
approximately 6.52% of the 30,672,406 shares of Common Stock of the
Issuer outstanding as of May 5, 2014.
The calculation of the applicable percentages shown herein is based on
the 30,672,406 shares of Common Stock of the Issuer outstanding as of
May 5, 2014, as per the Issuer's Form 10-Q, filed with the U.S. Securities
and Exchange Commission on May 12, 2014.
(b)
(a) Number of shares as to which Caxton International has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 2,000,000
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition: 2,000,000
(b) Number of shares as to which Caxton has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 2,000,000
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition: 2,000,000
(c) Number of shares as to which Canterbury USA has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 2,000,000
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition: 2,000,000
(d) Number of shares as to which Canterbury Guernsey has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 2,000,000
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition: 2,000,000
(e) Number of shares as to which Law has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 2,000,000
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition: 2,000,000
(f) Number of shares as to which Agnes has:
(i) sole power to vote or to direct the vote: 0
(ii) shared power to vote or to direct the vote 2,000,000
(iii) sole power to dispose or to direct the disposition: 0
(iv) shared power to dispose or to direct the disposition: 2,000,000
Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission on the part of Caxton,
Canterbury USA, Canterbury Guernsey, Law or Agnes that such person is
the beneficial owner of the Issuer's Common Stock referred to herein
for purposes of Section 13(d) of the Securities Exchange Act of 1934
or for any other purpose, and such beneficial ownership is expressly
disclaimed.
(c) Caxton International purchased 750,000 shares of Common Stock of the
Issuer in open market transactions during the last 60 days as follows:
650,000 shares on May 29, 2014 at an average price of $6.69, excluding
commissions; and 100,000 shares on June 3, 2014 at an average price of
$6.845, excluding commissions.
(d) Caxton International has the right to receive dividends from, and the
proceeds from the sale of, the Issuer's Common Stock referred to in this
Item 5.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Except as set forth herein, including in Item 4, of this Schedule 13D,
to the best knowledge of the Reporting Parties, there are no other
contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Parties or between the Reporting Parties
and any other person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any securities,
finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
(1) Agreement of Joint Filing pursuant to 13(d)-1(k).
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.
Caxton International Limited
Date: 6/9/2014 By: /s/ Joseph Kelly
Joseph Kelly
Vice President & Treasurer
Date: 6/9/2014 By: /s/ Maxwell Quin
Maxwell Quin
Vice President & Secretary
Caxton Associates LP
Date: 6/9/2014 By: /s/ Matthew Wade
Matthew Wade
Partner
Canterbury Holdings (USA) LLC
Date: 6/9/2014 By: /s/ Scott B. Bernstein
Scott B. Bernstein
Secretary
Canterbury Holdings Limited
Date: 6/9/2014 By: /s/ Ajay Mehra
Ajay Mehra on behalf of
Andrew E. Law, as sole director,
as attorney-in-fact
Andrew E. Law
Date: 6/9/2014 By: /s/ Ajay Mehra
Ajay Mehra on behalf of
Andrew E. Law,
as attorney in fact
Peter W. Agnes III
Date: 6/9/2014 By: /s/ Peter W. Agnes III
Peter W. Agnes III
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
1. Agreement of Joint Filing pursuant to 13(d)-1(k).
EXHIBIT 1
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agree to jointly prepare and file with regulatory
authorities this Schedule 13D and any future amendments thereto reporting
each of the undersigned's ownership of securities of Overseas Shipholding
Group, Inc., and hereby affirm that such Schedule 13D is being filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained therein, but shall not
be responsible for the completeness and accuracy of the information
concerning the other, except to the extent that he or it knows or has
reason to believe that such information is inaccurate.
Caxton International Limited
By: /s/ Joseph Kelly
Joseph Kelly
Vice President & Treasurer
Date: June 9, 2014
By: /s/ Maxwell Quin
Maxwell Quin
Vice President & Secretary
Date: June 9, 2014
Caxton Associates LP
By: /s/ Matthew Wade
Matthew Wade
Partner
Date: June 9, 2014
Canterbury Holdings (USA) LLC
By: /s/ Scott B. Bernstein
Scott B. Bernstein
Secretary
Date: June 9, 2014
Canterbury Holdings Limited
By: /s/ Ajay Mehra
Ajay Mehra on behalf of
Andrew E. Law,
as sole director,
as attorney-in-fact
Date: June 9, 2014
Andrew E. Law
By: /s/ Ajay Mehra
Ajay Mehra on behalf of
Andrew E. Law,
as attorney in fact
Date: June 9, 2014
Peter W. Agnes III
By: /s/ Peter W. Agnes III
Peter W. Agnes III
Date: June 9, 2014