UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ________)*
General Maritime Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
Y2692M103
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(CUSIP Number)
Bergesen Worldwide Limited
Clarendon House
2 Church Street, Hamilton, HM11
Bermuda
Helmut Sohmen +852 2842 3888
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 14, 2006
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. | |
*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).
SCHEDULE 13D
---------------------------
CUSIP No. Y2692M103
---------------------------
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Sohmen Family Foundation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
-------- -----------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
AF
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Liechtenstein
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7 SOLE VOTING POWER
0
NUMBER OF ------- ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,860,000 common shares
EACH ------- ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
3,860,000 common shares
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,000 common shares
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
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14 TYPE OF REPORTING PERSON (See Instructions)
OO
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Page 2 of 12
SCHEDULE 13D
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CUSIP No. Y2692M103
---------------------------
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Bergesen Worldwide Limited
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
SOURCE OF FUNDS (See Instructions)
4
WC
--------- ----------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
-------------------------- ------- ---------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF ------- ---------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 3,860,000 common shares
EACH ------- ---------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------- ---------------------------------------------
10 SHARED DISPOSITIVE POWER
3,860,000 common shares
-------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,860,000 common shares
-------- -----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
-------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9%
-------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Page 3 of 12
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Schedule 13D") relates to the
common stock, par value $0.01 per share (the "Shares"), of General Maritime
Corporation, a Marshall Islands corporation (the "Company"), whose principal
executive offices are located at 299 Park Avenue, 2nd Floor, New York, NY 10171.
Item 2. Identity and Background.
This Schedule 13D is being filed by the Sohmen Family Foundation, a
foundation organized under the laws of Liechtenstein (the "Sohmen Family
Foundation"), and Bergesen Worldwide Limited, a company incorporated with
limited liability under the laws of Bermuda and a subsidiary of the Sohmen
Family Foundation ("Bergesen Worldwide"), in which the Sohmen Family Foundation
holds 93.25% of the outstanding share capital.
The Sohmen Family Foundation is established for the long-term
furtherance of the interests of the Sohmen Family over successive generations.
Its principal business offices are located at Heiligkreuz 6, P.O. Box 484,
LI-9490 Vaduz, Liechtenstein.
Bergesen Worldwide is an international shipping company focusing on
shipping and the maritime sector. Its principal business offices are located at
Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda.
The name, business address, present principal occupation or employment
and citizenship of each of the directors and executive officers of the Sohmen
Family Foundation and Bergesen Worldwide are set forth in Schedule A hereto
and are incorporated herein by reference.
During the last five years, neither the Sohmen Family Foundation nor
Bergesen Worldwide nor, to the best of their knowledge, any of the persons
listed in Schedule A hereto has been: (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) 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.
The Sohmen Family Foundation and Bergesen Worldwide have entered into
a Joint Filing Agreement, dated January 22, 2007, a copy of which is filed
with this Schedule 13D as Exhibit A, pursuant to which they have agreed to file
this Schedule 13D jointly in accordance with the provisions of Rule 13d-1(k)(1)
under the Securities Exchange Act 1934, as amended (the "Exchange Act").
Item 3. Source and Amount of Funds or Other Consideration.
On August 14, 2006, Bergesen Worldwide purchased an aggregate of
3,860,000 Shares in the open market at a price of $40 per Share for an aggregate
purchase price of $154,400,000. Bergesen Worldwide funded this purchase from its
working capital.
Page 4 of 12
Item 4. Purpose of Transaction.
Bergesen Worldwide purchased the 3,860,000 Shares described in Item 3
above for investment purposes and on August 21, 2006 Bergesen Worldwide and the
Sohmen Family Foundation filed a Schedule 13G reporting their beneficial
ownership of 3,860,000 Shares, representing approximately 11.8% of the
outstanding Shares.
The Sohmen Family Foundation and Bergesen Worldwide intend to review
their investment in the Company on a regular basis and, as a result thereof, may
at any time and from time to time determine, either alone or as part of a group,
(a) to acquire additional securities of the Company, through open market
purchases, in privately negotiated transactions, through a public tender offer
or extraordinary corporate transaction involving the Company or any of its
subsidiaries, (b) to dispose of all or a portion of the securities of the
Company owned by them in the open market, in privately negotiated transactions
or otherwise, or (c) to take any other available course of action, which could
involve one or more of the types of transactions or have one or more of the
results specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Exchange Act. Notwithstanding anything contained herein, the Sohmen Family
Foundation and Bergesen Worldwide specifically reserve the right to change their
intention with respect to any or all of such matters.
Except as set forth in this Item 4, the Sohmen Family Foundation and
Bergesen Worldwide have no present plans or proposals that relate to, or that
would result in, any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act.
Item 5. Interest in Securities of the Issuer.
The responses of the Sohmen Family Foundation and Bergesen Worldwide
to Rows (11) through (13) of the cover pages of this Schedule 13D are hereby
incorporated by reference in this Item 5. The percentage of the class of
securities identified pursuant to Item 1 beneficially owned by each of the
Sohmen Family Foundation and Bergesen Worldwide is based on 32,388,589 common
shares outstanding as at October 31, 2006, as contained in the Company's
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2006,
filed with the Securities and Exchange Commission on November 9, 2006.
Except as disclosed in this Schedule 13D, neither the Sohmen Family
Foundation nor Bergesen Worldwide nor, to the best of their knowledge, any of
the persons listed in Schedule A hereto, beneficially owns any Shares or has the
right to acquire any Shares.
Except as disclosed in this Schedule 13D, neither the Sohmen Family
Foundation nor Bergesen Worldwide nor, to the best of their knowledge, any of
the persons listed in Schedule A hereto, presently has the power to vote or to
direct the vote or to dispose or direct the disposition of any of the Shares
which they may be deemed to beneficially own.
Except as disclosed in this Schedule 13D, neither the Sohmen Family
Foundation nor Bergesen Worldwide nor, to the best of their knowledge, any of
the persons listed in Schedule A hereto, has effected any transaction in the
Shares during the past 60 days.
Page 5 of 12
To the best knowledge of the Sohmen Family Foundation and Bergesen
Worldwide, no other person has the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the Shares
beneficially owned by the Sohmen Family Foundation and Bergesen Worldwide.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Sohmen Family Foundation and Bergesen
Worldwide or, to the best of their knowledge, any of the persons named in
Schedule A hereto or between the Sohmen Family Foundation or Bergesen Worldwide
and any other person or, to the best of their knowledge, any person named in
Schedule A hereto and any other person with respect to any securities of the
Company, 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.
Page 6 of 12
Item 7. Materials to be Filed as Exhibits.
Exhibit No. Description
A Joint Filing Agreement between the Sohmen Family
Foundation and Bergesen Worldwide Limited
Page 7 of 12
SIGNATURE
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.
Dated:
January 22, 2007 Sohmen Family Foundation
/s/ Helmut Sohmen
---------------------------------
Helmut Sohmen
President of Foundation Council
/s/ Karl Josef Hier
---------------------------------
Karl Josef Hier
Member of Foundation Council
Bergesen Worldwide Limited
/s/ Helmut Sohmen
---------------------------------
Helmut Sohmen
Chairman
Page 8 of 12
SCHEDULE A
Sohmen Family Foundation
---------------------- ------------------------------------ --------------------------- -------------------
Name Present Principal Business Address Citizenship
Occupation
---------------------- ------------------------------------ --------------------------- -------------------
Helmut Sohmen President of Foundation Council 23rd Floor, No.9 Des Austrian
Voeux Road West, Hong
Kong SAR, China
---------------------- ------------------------------------ --------------------------- -------------------
Karl Josef Hier Member of Foundation Council Heiligkreuz 6, Postfach Liechtenstein
484, LI-9490 Vaduz,
Liechtenstein
---------------------- ------------------------------------ --------------------------- -------------------
Page 9 of 12
Bergesen Worldwide Limited
---------------------- ------------------------------------ --------------------------- -------------------
Name Present Principal Business Address Citizenship
Occupation
---------------------- ------------------------------------ --------------------------- -------------------
Helmut Sohmen Chairman 23rd Floor, No.9 Des Austrian
Voeux Road West, Hong
Kong SAR, China
---------------------- ------------------------------------ --------------------------- -------------------
Sir William Purves Company Director 100 Ebury Mews, London British
SW1W 9NX, United Kingdom
---------------------- ------------------------------------ --------------------------- -------------------
William Donald Company Director 48 Par-la-Ville Road, British
Thomson Suite 733, Hamilton HM11,
Bermuda
---------------------- ------------------------------------ --------------------------- -------------------
Page 10 of 12
EXHIBIT INDEX
-------------
Exhibit No. Description
A Joint Filing Agreement between the Sohmen Family
Foundation and Bergesen Worldwide Limited
Page 11 of 12
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D, dated
January 22, 2007, with respect to the common stock, par value $0.01 per share,
of General Maritime Corporation is, and any amendments thereto executed by each
of us shall be, filed on behalf of each of us pursuant to and in accordance with
the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of
1934, as amended, and that this Agreement shall be included as an Exhibit to the
Schedule 13D and each such amendment. Each of the undersigned agrees to be
responsible for the timely filing of the Schedule 13D and any amendments
thereto, and for the completeness and accuracy of the information concerning
itself contained therein. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 22nd day of January 2007.
Sohmen Family Foundation
By: /s/ Helmut Sohmen
-------------------------------
Name: Helmut Sohmen
Title: President of Foundation Council
By: /s/ Karl Josef Hier
-------------------------------
Name: Karl Josef Hier
Title: Member of Foundation Council
Bergesen Worldwide Limited
By: /s/ Helmut Sohmen
-------------------------------
Name: Helmut Sohmen
Title: Chairman
Page 12 of 12