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
(Amendment No. 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)
September 12, 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 5 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 5 pages
CUSIP No. Y2692M-10-3
--------------------------------------------------------------------------------
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 2,280,293(1)
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,280,293(1)
------------------------------------------------
10 SHARED DISPOSITIVE POWER
None
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,280,293(1)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
----------------------
1 See response to Item 5.
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 (this "Amendment") to the Schedule 13D filed on August 12,
2002 (the "Schedule") by Peter C. Georgiopoulos (the "Reporting Person") relates
to the Common Stock, $.01 par value per share (the "Common Stock"), of General
Maritime Corporation, a Marshall Islands corporation (the "Issuer"). This
Amendment reflects the implementation of the collar adjustment described in Item
5 of the Schedule and in Items 3 and 5 below and the resulting relinquishment of
shares by the Reporting Person, which became final on September 12, 2002 in
accordance with the terms of the Issuer's plan of recapitalization. Except as
amended and supplemented hereby, the Schedule remains in full force and effect.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented by adding the following paragraph
immediately after the final paragraph thereof:
A portion of the shares received by the Reporting Person in the
recapitalization described in Item 5 below was initially deposited
into a collar adjustment escrow account. Under the terms of the plan
of recapitalization, the Reporting Person, through controlled
entities, had the right to receive additional shares from the collar
adjustment escrow account or was obligated to relinquish shares held
in the collar adjustment escrow account, depending on the average
closing price of common stock during the twenty trading days ending
on June 12, 2002 (the one year anniversary of the IPO) or, if
earlier, the time at which the issuer consummated 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 closing prices for the twenty trading days ending
on June 12, 2002, the Reporting Person was required to relinquish a
net amount of 742,311.2 shares of Common Stock (the "Collar Shares")
pursuant to the collar adjustment. The implementation of the collar
adjustment and the resulting relinquishment of the Collar Shares by
the Reporting Person became final on September 12, 2002 in
accordance with the terms of the plan of recapitalization.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by adding the following paragraph
immediately after the first paragraph thereof:
The relinquishment of the Collar Shares by the Reporting Person
occurred pursuant to the terms of the Issuer's plan of
recapitalization (as described in Item 5 below).
Item 5. Interest in Securities of Issuer.
The first paragraph of Item 5(a) of the Schedule is amended and restated
in its entirety as follows:
(a) The Reporting Person beneficially owns an aggregate of
2,280,293 shares of Common Stock, representing approximately
6.2% of the shares of Common Stock outstanding. An aggregate
of 87,500 of these shares are issuable upon exercise of
stock options which vested on June 15, 2002 (the "Vested
Options"), which the Reporting Person received as
compensation for services rendered to the Issuer in his role
as Chairman and Chief Executive Officer of the Issuer.
-3-
Item 5(a) of the Schedule is further amended and supplemented by adding
the following paragraph immediately after the fourth paragraph thereof:
A portion of the shares received by the Reporting Person in
the recapitalization and initially deposited into the collar
adjustment escrow account was later relinquished by the
Reporting Person in accordance with the terms of the plan of
recapitalization, as described in Item 3 above.
Item 5(c) of the Schedule is amended and restated in its entirety as
follows:
(c) Not applicable.
-4-
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: September 13, 2002 /s/ Peter C. Georgiopoulos
-------------------------------
Peter C. Georgiopoulos