UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
General Maritime Corporation
----------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
Y2692M 10 3
-----------
(CUSIP Number)
June 12, 2001
-------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 disclosure
provided in a prior cover page.
The information required in 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).
Page 1 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Charles Davidson*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
U.S.A.
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 5,805,174*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
5,805,174*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,805,174*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
15.7%*
12 Type of Reporting Person (See Instructions)
IN
*See Note to Item 4(a).
Page 2 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Joseph Jacobs*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
U.S.A.
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 5,805,174*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
5,805,174*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,805,174*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
15.7%*
12 Type of Reporting Person (See Instructions)
IN
*See Note to Item 4(a).
Page 3 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Wexford Capital LLC*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Connecticut
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 5,805,174*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
5,805,174*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
5,805,174*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
15.7%*
12 Type of Reporting Person (See Instructions)
CO
*See Note to Item 4(a).
Page 4 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Genmar Alexandra, LLC*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 1,790,261*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
1,790,261*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
1,790,261*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
4.8%*
12 Type of Reporting Person (See Instructions)
CO
*See Note to Item 4(a).
Page 5 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Genmar II, LLC*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 3,074,632*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
3,074,632*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
3,074,632*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
8.3%*
12 Type of Reporting Person (See Instructions)
CO
*See Note to Item 4(a).
Page 6 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equili Company L.P.*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
New York
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 481,973*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
481,973*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
481,973*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
1.3%*
12 Type of Reporting Person (See Instructions)
PN
*See Note to Item 4(a).
Page 7 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equili Company, LLC*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 966*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
966*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
966*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
0.0%*
12 Type of Reporting Person (See Instructions)
CO
*See Note to Item 4(a).
Page 8 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equili Company II L.P.*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
New York
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 456,427*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
456,427*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
456,427*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
1.2%*
12 Type of Reporting Person (See Instructions)
PN
*See Note to Item 4(a).
Page 9 of 17
SCHEDULE 13G
CUSIP No. Y2692M 10 3
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equili Company II, LLC*
2 Check the Appropriate Box If a Member of a Group (See Instructions)
a. [ ]
b. [ ]
3 SEC Use Only
4 Citizenship or Place of Organization
Delaware
5 Sole Voting Power
Number of 0
Shares
Beneficially 6 Shared Voting Power
Owned By 915*
Each
Reporting 7 Sole Dispositive Power
Person 0
With
8 Shared Dispositive Power
915*
9 Aggregate Amount Beneficially Owned by Each Reporting Person
915*
10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
11 Percent of Class Represented By Amount in Row 9
0.0%*
12 Type of Reporting Person (See Instructions)
CO
*See Note to Item 4(a).
Page 10 of 17
ITEM 1.
(a) NAME OF ISSUER
General Maritime Corporation
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
35 West 56th Street
New York, NY 10019
ITEM 2.
(a) NAME OF PERSONS FILING
Charles Davidson
Joseph Jacobs
Wexford Capital LLC
Genmar Alexandra, LLC
Genmar II, LLC
Equili Company L.P.
Equili Company, LLC
Equili Company II L.P.
Equili Company II, LLC
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
c/o Wexford Capital LLC
411 West Putnam Avenue
Greenwich, CT 06830
(c) CITIZENSHIP
Charles Davidson - United States
Joseph Jacobs - United States
Wexford Capital LLC - Connecticut
Genmar Alexandra, LLC - Delaware
Genmar II, LLC - Delaware
Equili Company L.P. - New York
Equili Company, LLC - Delaware
Equili Company II L.P. - New York
Equili Company II, LLC - Delaware
(d) TITLE OF CLASS OF SECURITIES
Common Stock, par value $0.01 per share
(e) CUSIP NUMBER
Y2692M 10 3
Page 11 of 17
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS. 240.13D-1(B) OR SS.
240.13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) /_/ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) /_/ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) /_/ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) /_/ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) /_/ An investment adviser in accordance with ss. 240.13d-1(b)(1)(ii)(E);
(f) /_/ An employee benefit plan or endowment fund in accordance with ss. 240.13d-1(b)(1)(ii)(F);
(g) /_/ A parent holding company or control person in accordance with ss. 240.13d-1(b)(ii)(G);
(h) /_/ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) /_/ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) /_/ Group, in accordance with ss. 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to ss. 240.13d-1(c), check this box. [X]
ITEM 4. OWNERSHIP (AT JULY 15, 2001)
(a) AMOUNT BENEFICIALLY OWNED (See note to Item 4(a)).
Charles Davidson - 5,805,174
Joseph Jacobs - 5,805,174
Wexford Capital LLC - 5,805,174
Genmar Alexandra, LLC - 1,790,261
Genmar II, LLC - 3,074,632
Equili Company L.P. - 481,973
Equili Company, LLC - 966
Equili Company II L.P. - 456,427
Equili Company II, LLC - 915
Note to
Item 4(a): The 5,805,174 shares of Common Stock beneficially owned by each
of Mr. Davidson and Mr. Jacobs include the shares owned by the
limited liability companies and limited partnerships set forth
above (the "Wexford Entities"), each of which is controlled by
Wexford Capital LLC, of which each of Mr Davidson and Mr. Jacobs
is a controlling member. On May 25, 2001, the Wexford Entities
entered into a Contribution Agreement (the "Contribution
Agreement") with Issuer pursuant to which, on June 15, 2001 (the
"Closing Date"), the Wexford Entities contributed to Issuer the
shares of certain companies (which own 5 shipping vessels) in
exchange for, inter alia, the issuance of an aggregate 5,805,174
shares of Common Stock, par value $0.01 per share, of Issuer (the
"Shares"). Although the Wexford Entities did not have dispositive
power with respect to the Shares until the
Page 12 of 17
Closing Date (subject to a 180-day lock-up period from June 12,
2001, the date of the final prospectus in respect of Issuer's
initial public offering), the Wexford Entities obtained voting
power over the Shares upon their delivery into escrow by Issuer
on June 12, 2001. The Shares are subject to possible forfeiture
or adjustment under the Contribution Agreement and related Plan
of Recapitalization incorporated therein by reference. Within
thirty (30) days of the Closing Date, eighty (80%) percent of the
Shares shall be delivered out of escrow to the Wexford Entities.
Ten (10%) percent of the Shares shall remain in escrow for up to
90 days from the Closing Date, subject to adjustment (either
through forfeiture of Shares or the issuance of additional shares
of Issuer Common Stock to the Wexford Entities) upon completion
of a post-closing calculation in respect of the contributed
vessels and the companies that own them as well as several other
vessels owned by unrelated third parties that have also been or
will be contributed to the Company under separate contribution
agreements. An additional ten (10%) percent of the Shares shall
remain in escrow in an indemnity account subject to possible
forfeiture to cover indemnification obligations of the Wexford
Entities that may arise within 6 months of the closing under the
Contribution Agreement. The Wexford Entities own the Shares in
different amounts depending on the value of the entities
contributed to Issuer and, severally in proportion to their
respective ownership levels in such entities. Upon any adjustment
of the number of Shares to which the Wexford Entities are
entitled, the Reporting Person intends to file an amendment to
this Form 13G reflecting such adjustment.
(b) PERCENT OF CLASS
Charles Davidson - 15.7%
Joseph Jacobs - 15.7%
Wexford Capital LLC - 15.7%
Genmar Alexandra, LLC - 4.8%
Genmar II, LLC - 8.3%
Equili Company L.P. - 1.3%
Equili Company, LLC - 0.0%
Equili Company II L.P. - 1.2%
Equili Company II, LLC - 0.0%
(c) Number of shares as to which such person has:
i) sole power to vote or to direct the vote
Charles Davidson - 0
Joseph Jacobs - 0
Wexford Capital LLC - 0
Genmar Alexandra, LLC - 0
Genmar II, LLC - 0
Equili Company L.P. - 0
Equili Company, LLC - 0
Equili Company II L.P. - 0
Equili Company II, LLC - 0
ii) shared power to vote or to direct the vote
Charles Davidson - 5,805,174
Joseph Jacobs - 5,805,174
Wexford Capital LLC - 5,805,174
Genmar Alexandra, LLC - 1,790,261
Genmar II, LLC - 3,074,632
Page 13 of 17
Equili Company L.P. - 481,973
Equili Company, LLC - 966
Equili Company II L.P. - 456,427
Equili Company II, LLC - 915
iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
Charles Davidson - 0
Joseph Jacobs - 0
Wexford Capital LLC - 0
Genmar Alexandra, LLC - 0
Genmar II, LLC - 0
Equili Company L.P. - 0
Equili Company, LLC - 0
Equili Company II L.P. - 0
Equili Company II, LLC - 0
iv) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
Charles Davidson - 5,805,174
Joseph Jacobs - 5,805,174
Wexford Capital LLC - 5,805,174
Genmar Alexandra, LLC - 1,790,261
Genmar II, LLC - 3,074,632
Equili Company L.P. - 481,973
Equili Company, LLC - 966
Equili Company II L.P. - 456,427
Equili Company II, LLC - 915
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
The 5,805,174 shares of Common Stock of General Maritime Corporation
in respect of which this Schedule 13G is being filed are held directly by the
following entities controlled indirectly by Wexford Capital LLC in the amounts
set forth hereinabove:
Equili Company, LLC, a Delaware limited liability company
Equili Company II, LLC, a Delaware limited liability company
Equili Company L.P., a New York limited partnership
Equili Company II L.P., a New York limited partnership
Genmar Alexandra, LLC, a Delaware limited liability company
Genmar II, LLC, a Delaware limited liability company
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
Page 14 of 17
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below, each of the undersigned certifies that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
Page 15 of 17
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.
June 15, 2001
-------------
Date
/s/ Charles Davidson
--------------------------
Charles Davidson
/s/ Joseph Jacobs
--------------------------
Joseph Jacobs
WEXFORD CAPITAL LLC
By: /s/ Jay Maymudes
--------------------------
Name: Jay Maymudes
Title: Principal and Chief Financial Officer
GENMAR ALEXANDRA, LLC
By: /s/ Frederick Simon
--------------------------
Name: Frederick Simon
Title: Vice-President
GENMAR II, LLC
By: /s/ Frederick Simon
--------------------------
Name: Frederick Simon
Title: Vice-President
EQUILI COMPANY L.P., BY WEXFORD TANKERS KENTUCKY LLC, ITS
GENERAL PARTNER
By: /s/ Frederick Simon
--------------------------
Name: Frederick Simon
Title: Attorney-in-Fact
Page 16 of 17
EQUILI COMPANY, LLC
By: /s/ Frederick Simon
--------------------------
Name: Frederick Simon
Title: Vice-President
EQUILI COMPANY II L.P., BY WEXFORD TANKERS WEST VIRGINIA LLC, ITS
GENERAL PARTNER
By: /s/ Frederick Simon
--------------------------
Name: Frederick Simon
Title: Attorney-in-Fact
EQUILI COMPANY II, LLC
By: /s/ Frederick Simon
--------------------------
Name: Frederick Simon
Title: Vice-President
Page 17 of 17