SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)(1)
General Maritime Corporation
----------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
Y2692M103
---------
(CUSIP Number)
Peter C. Georgiopoulos
General Maritime Corporation
35 West 56th Street
New York, NY 10019
(212) 763-5600
with a copy to:
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, NY 10022
Attn: Thomas E. Molner
(212) 715-9100
--------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 17, 2002
--------------
(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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 7 pages)
-------------------------
(1) 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).
--------------------------------------------------------------------------------
13D Page 2 of 7 pages
CUSIP No. 82 6917-10-6
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Peter C. Georgiopoulos
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (see Item 3)
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,022,604(1)
-------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
-------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,022,604(1)
-------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,022,604(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
-----------------------------
(1) See response to Item 5.
SCHEDULE 13D
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule") relates to the
Common Stock, $.01 par value per share (the "Common Stock"), of
General Maritime Corporation, a Marshall Islands corporation (the
"Issuer"). The principal executive offices of the Issuer are located
at 35 West 56th Street, New York, New York 10019.
Item 2. Identity and Background.
(a) Peter C. Georgiopoulos (the "Reporting Person").
(b) The business address of the Reporting Person is c/o General
Maritime Corporation, 35 West 56th Street, New York, New York
10019.
(c) The Reporting Person is the Chairman, Chief Executive Officer
and Director of the Issuer.
(d) The Reporting Person has not, during the five years prior to
the date hereof, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) The Reporting Person has not, during the five years prior to
the date hereof, been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction, as
a result of which such person 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) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
This Schedule is being filed to reflect the acquisition by the
Reporting Person of beneficial ownership of 87,500 shares of Common
Stock issuable upon the exercise of options which vested on June 15,
2002 (the "Vesting Options"). The Reporting Person is the owner of
options, including the Vesting Options, to purchase an aggregate of
350,000 shares of Common Stock at an exercise price of $18.00 per
share (the "Options"). The Options were granted on June 11, 2001 in
connection with the Issuer's recapitalization transactions described
in greater detail in Item 5 below. The remaining 262,500 Options
will vest in three equal annual installments beginning on June 15,
2003. No cash consideration was paid in exchange for the Options.
Item 4. Purpose of Transaction.
The Reporting Person serves as the Chairman and Chief Executive
Officer and a Director of the Issuer. The Vesting Options and the
other Options were received as compensation for services rendered to
the Issuer. The acquisition of the Options, and the vesting of the
Vesting Options reported on this Schedule, is solely for investment
purposes.
As a director and executive officer of the Issuer, the Reporting
Person may have influence over the corporate activities of the
Issuer, including activities which may relate to items described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. The
Reporting Person reserves the right to acquire or dispose of Common
Stock, or to
-3-
formulate other purposes, plans or proposals regarding the Company
or the Common Stock held by the Reporting Person to the extent
deemed advisable in light of general investment policies, market
conditions and other factors.
Except as indicated in this Schedule 13D, the Reporting Person does
not currently have any plans or proposals that relate to, or would
result in, any of the matters described in subparagraphs (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of Issuer.
(a) The Reporting Person beneficially owns an aggregate of
3,022,604 shares of Common Stock, representing approximately
8.2% of the shares of Common Stock outstanding. An aggregate
of 87,500 of these shares are issuable upon exercise of the
Vesting Options, which vested on June 15, 2002.
The Reporting Person, directly or through controlled entities,
received the reported shares other than the shares issuable
upon exercise of the Vesting Options in a recapitalization of
the Issuer on June 12, 2001, the date of the Issuer's initial
public offering. All of the reported shares, other than those
issuable upon exercise of the Vesting Options, were reported
on the Reporting Person's Schedule 13G filed with the
Securities and Exchange Commission on February 14, 2002. As
part of the recapitalization, the Reporting Person received
shares in exchange for his general partnership interests in
seven limited partnerships owning ocean-going tanker vessels
that were contributed by various persons in the
recapitalization to the Issuer. The Reporting Person also
received shares in exchange for a management company
contributed to the Issuer. Under the exchange formula relating
to the management company, the Reporting Person received that
number of shares which, when valued at the IPO price, were
equal in value to 10% of the difference between (i) the
aggregate adjusted net asset value of 22 vessels contributed
by various persons (directly or indirectly) to the Issuer
(based on a formula prescribed for this purpose) and (ii) the
pre-IPO capitalization of the Issuer.
Approximately 1,352,034 of the shares received by the
Reporting Person in the recapitalization were deposited into a
series of escrow accounts. Of these, approximately 297,149
were deposited into a purchase price calculation escrow
account, approximately 297,149 were deposited into an
indemnity escrow account and approximately 757,736 were
deposited in a collar adjustment escrow account. The plan of
recapitalization provided that shares in the price calculation
escrow account would be reallocated at a later date based upon
the closing balance sheets of the entities and assets
contributed by various persons to the Issuer as of the time of
the recapitalization. As a result of the price recalculation
which became final in July 2002, the number of shares over
which the Reporting Person has beneficial ownership was
determined to be approximately 36,375 shares fewer than the
number which was preliminarily calculated. In the event of a
breach of representations and warranties made as of the time
of closing of the recapitalization, shares in the indemnity
escrow account would have been recovered by the Issuer. No
claim was made by the Issuer in respect of such a breach of
representations and warranties and, as a result, the Reporting
Person did not have to relinquish any shares held for his
account in the indemnity escrow.
The Reporting Person, through controlled entities, has the
right to receive additional shares from the collar adjustment
escrow or be obligated to relinquish shares held in this
escrow depending on the average closing price of Common Stock
during the twenty trading days ending on June 12, 2002 (the
one year
-4-
anniversary of the IPO) or, if earlier, the time at which the
Issuer consummates a secondary offering or offerings of at
least one-third of the shares issued in the recapitalization.
No such offering occurred prior to June 12, 2002. Based on the
relevant closing prices, it is anticipated that the Reporting
Person will be required to relinquish shares of Common Stock
pursuant to the adjustment.
After the closing of the recapitalization, the Reporting
Person retained his interest in the two limited liability
companies affiliated with Wexford Capital LLC for which his
affiliates acted as operating member. Under the terms of the
governing agreements of those limited liability companies, the
affiliates of the Reporting Person are entitled to their pro
rata share (based upon their capital contributions) of any
distributions made to the members of those companies.
Additionally, the affiliates of the Reporting Person are
entitled to receive 20% of the other members' shares of such
distributions, after the other members have recovered their
capital contributions plus a preferred return. If the limited
liability companies affiliated with Wexford Capital LLC
distributed the shares of Common Stock which they hold to
their members in accordance with their governing agreements,
the Reporting Person would receive an estimated additional
447,200 shares of Common Stock (based on a per share price of
$10.00, the closing price of Common Stock on June 18, 2002).
This estimate is only for the purpose of describing the
magnitude of the interest of the Reporting Person in these
companies - the Reporting Person cannot cause these companies
to make a distribution and the agreements governing the
companies do not contemplate distribution of securities which
are not freely tradable. The shares owned by affiliates of
Wexford Capital LLC have not been distributed by the limited
liability companies to their members, and, accordingly, the
Reporting Person's interest in such shares is not reported on
this Schedule.
An affiliate of the Reporting Person is a party to an
agreement with an owner of 50% of the entity which owned the
STAVANGER PRINCE, a vessel the Issuer acquired as part of the
recapitalization, pursuant to which the affiliate is entitled
to 20% of any increase in the value of the owner's interest in
the vessel. The agreement does not provide for distribution of
proceeds in the form of securities to the affiliate of the
Reporting Person, and the affiliate does not have any voting
or disposition rights with respect to any securities owned by
the entity with which he has this agreement. Accordingly, the
Reporting Person's interest in such shares is not reported on
this Schedule. If this entity were to distribute to the
affiliate of the Reporting Person its portion of the proceeds
in the form of shares of Common Stock (assuming for the sake
of this calculation a price of $10.00 per share, the closing
price of Common Stock on June 18, 2002, and excluding related
costs and expenses to the entity), the Reporting Person would
receive an estimated additional 57,381 shares of Common Stock.
The foregoing transactions are further described in the
Issuer's Registration Statement on Form S-1 (File No.
333-49814) under the captions "Recapitalization and
Acquisitions", "Principal Shareholders" and "Certain
Relationships and Related Transactions" and in the Issuer's
Proxy Statement for its 2002 Annual Meeting of Shareholders.
(b) The Reporting Person has sole power to vote or to direct the
vote of and to dispose of or direct the disposition of all of
the shares of Common Stock reported on this Schedule.
(c) The Reporting Person acquired beneficial ownership of the
87,500 shares of Common Stock issuable upon exercise of the
Vesting Options as of April 17, 2002, sixty days before the
June 15, 2002 vesting date of the Vesting Options.
-5-
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The recapitalization transactions described in Item 5 above occurred
pursuant to the Issuer's Plan of Recapitalization, a copy of which
is incorporated by reference as Exhibit A to this Schedule. The
Reporting Person is not a party to any other contracts,
arrangements, understandings or relationships with respect to any
securities of the Issuer, other than his employment agreement and
option agreement with the Issuer, which were filed as exhibits to
the Issuer's Registration Statements on Form S-1/A, filed on June 6,
2001 and June 12, 2001, respectively, and are incorporated by
reference as Exhibits B and C to this Schedule.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Plan of Recapitalization (incorporated by reference to
Amendment No. 5 to the Issuer's Registration Statement
on Form S-1, filed with the Securities and Exchange
Commission on June 12, 2001)
Exhibit B: Employment Agreement, dated June 12, 2001, between
General Maritime Corporation (f/k/a General Maritime
Ship Holdings Ltd.) and Peter C. Georgiopoulos
(incorporated by reference to Amendment No. 4 to the
Issuer's Registration Statement on Form S-1, filed with
the Securities and Exchange Commission on June 6, 2001)
Exhibit C: Incentive Stock Option Grant Certificate, dated June 12,
2001, between General Maritime Corporation and Peter C.
Georgiopoulos (incorporated by reference to Amendment
No. 5 to the Issuer's Registration Statement on Form
S-1, filed with the Securities and Exchange Commission
on June 12, 2001)
-6-
SIGNATURE
After reasonable inquiry and to the best knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement with respect to such undersigned is true, complete and
correct.
Dated: August 12, 2002 /s/ Peter C. Georgiopoulos
-------------------------------
Peter C. Georgiopoulos