1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MARINE TRANSPORT CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
▇▇▇▇▇▇▇ MARITIME CORPORATION
AND
SHILOH ACQUISITION, INC.
(NAME OF FILING PERSONS (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))
COMMON STOCK, PAR VALUE $0.50 PER SHARE
(TITLE OF CLASS OF SECURITIES)
567912-10-0
(CUSIP NUMBER OF CLASS OF SECURITIES)
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ESQ.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
▇▇▇▇▇▇▇ MARITIME CORPORATION
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING
PERSONS)
COPIES TO:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ESQ.
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
CALCULATION OF FILING FEE
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE**
---------------------------------------------------------------------------------------------
$48,635,916 $9,727
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
* Estimated for purposes of calculating the amount of the filing fee only.
Calculated by multiplying the $7.00, the per share tender offer price, by
6,947,988, the sum of (i) 6,205,013 currently outstanding shares of Common
Stock sought in the Offer, (ii) outstanding options with respect to 636,975
shares of Common Stock and (iii) 106,000 shares of restricted stock.
** Calculated as 1/50 of 1% of the transaction value.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: None Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2
This Tender Offer Statement on Schedule TO (this "Schedule TO") relates to
the offer by Shiloh Acquisition, Inc., a Delaware corporation ("Purchaser") and
a wholly owned subsidiary of ▇▇▇▇▇▇▇ Maritime Corporation, a Delaware
corporation ("Parent"), to purchase all of the outstanding shares of Common
Stock, par value $0.50 per share (the "Shares"), of Marine Transport
Corporation, a Delaware corporation (the "Company"), at a purchase price of
$7.00 per Share, net to the seller in cash, without interest thereon, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
January 5, 2001 (the "Offer to Purchase"), and in the related Letter of
Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)
and (a)(2), respectively, which together with any amendments or supplements
thereto, collectively constitute the "Offer." This Schedule TO is being filed on
behalf of Purchaser and Parent.
The information set forth in the Offer to Purchase and the related Letter
of Transmittal is incorporated herein by reference with respect to Items 1
through 9 and 11 of this Schedule TO. The Agreement of Merger, dated as of
December 20, 2000, among Parent, Purchaser and the Company, a copy of which is
attached as Exhibit (d)(1) hereto is incorporated herein by reference with
respect to Items 5 and 11 of this Schedule TO.
ITEM 10. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
Not applicable.
ITEM 12. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) Offer to Purchase, dated January 5, 2001.
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Form of Letter to holders of share certificates dated prior
to June 18, 1998 bearing the name "OMI Corp."
(a)(7) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(8) Summary Advertisement as published in The Wall Street
Journal on January 5, 2001.
(a)(9) Joint Press Release issued by Parent and the Company on
December 20, 2000.(1)
(b) None.
(d)(1) Agreement of Merger, dated as of December 20, 2000, among
Parent, Purchaser and the Company. (The disclosure letter to
such agreement is not filed herewith and the sections of the
disclosure letter are listed on the last page of Exhibit
(d)(1). Purchaser and Parent hereby undertake to furnish
supplementally a copy of any omitted section of the
disclosure letter to the Securities and Exchange Commission
upon request.)
(d)(2) Confidentiality Agreement, dated June 20, 2000, between
Parent and the Company.
(g) None.
(h) None.
---------------
(1) Incorporated by reference to Parent's Schedule TO-C, filed December 20,
2000.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
1
3
After due 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.
SHILOH ACQUISITION, INC.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Secretary
▇▇▇▇▇▇▇ MARITIME CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
Date: January 5, 2001
2
4
INDEX TO EXHIBITS
EXHIBIT
NUMBER DOCUMENT
------- --------
(a)(1) Offer to Purchase, dated January 5, 2001
(a)(2) Form of Letter of Transmittal.
(a)(3) Form of Notice of Guaranteed Delivery.
(a)(4) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(5) Form of Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
(a)(6) Form of Letter to holders of share certificates dated prior
to June 18, 1998 bearing the name "OMI Corp."
(a)(7) Form of Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
(a)(8) Summary Advertisement as published in The Wall Street
Journal on January 5, 2001.
(a)(9) Joint Press Release issued by Parent and the Company on
December 20, 2000.(1)
(b) None.
(d)(1) Agreement of Merger, dated as of December 20, 2000, among
Parent, Purchaser and the Company. (The disclosure letter to
such agreement is not filed herewith and the sections of the
disclosure letter are listed on the last page of
Exhibit(d)(1). Purchaser and Parent hereby undertake to
furnish supplementally a copy of any omitted section of the
disclosure letter to the Securities and Exchange Commission
upon request.)
(d)(2) Confidentiality Agreement, dated June 20, 2000, between
Parent and the Company.
(g) None.
(h) None.
---------------
(1) Incorporated by reference to Parent's Schedule TO-C, filed December 20,
2000.
3
5
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Shares. The Offer is being made solely by the Offer to Purchase
dated January 5, 2001 and the related Letter of Transmittal, and is being made
to all holders of Shares. Purchaser is not aware of any jurisdiction where the
making of the Offer is prohibited by any administrative or judicial action
pursuant to any valid state statute. If Purchaser becomes aware of any valid
state statute prohibiting the making of the Offer or the acceptance of Shares
pursuant thereto, Purchaser will make a good faith effort to comply with such
state statute. If, after such good faith effort, Purchaser cannot comply with
such state statute, the Offer will not be made to (nor will tenders be accepted
from or on behalf of) the holders of Shares in such state. In any jurisdiction
where the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer, the Offer shall be deemed to be made on behalf of
Purchaser by one or more registered brokers or dealers licensed under the laws
of such jurisdiction.
NOTICE OF OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
MARINE TRANSPORT CORPORATION
AT
$7.00 NET PER SHARE
BY
SHILOH ACQUISITION, INC.
A WHOLLY OWNED SUBSIDIARY
OF
▇▇▇▇▇▇▇ MARITIME CORPORATION
Shiloh Acquisition, Inc., a Delaware corporation ("Purchaser") and a wholly
owned subsidiary of ▇▇▇▇▇▇▇ Maritime Corporation, a Delaware corporation
("Parent"), is offering to purchase all the issued and outstanding shares of
common stock, par value $0.50 per share (the "Shares"), of Marine Transport
Corporation, a Delaware corporation (the "Company") for $7.00 per Share, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated January 5, 2001 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
the Offer to Purchase and any amendments or supplements thereto, collectively
constitute the "Offer"). Following the Offer, Purchaser intends to effect the
Merger described below.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON MONDAY, FEBRUARY 5, 2001, UNLESS THE OFFER IS EXTENDED.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST
THE NUMBER OF SHARES THAT SHALL CONSTITUTE A MAJORITY OF THE THEN OUTSTANDING
SHARES ON A FULLY DILUTED BASIS (INCLUDING, WITHOUT LIMITATION, ALL SHARES
ISSUABLE UPON THE CONVERSION OF ANY CONVERTIBLE SECURITIES OR UPON THE EXERCISE
OF ANY OPTIONS, WARRANTS OR RIGHTS).
The Offer is being made pursuant to an Agreement of Merger, dated as of
December 20, 2000 (the "Merger Agreement"), among Parent, Purchaser and the
Company. The Merger Agreement provides, among other things, that as promptly as
practicable after the purchase of Shares pursuant to the Offer and the
satisfaction of the other conditions set forth in the Merger Agreement and in
accordance with the relevant provisions of the General Corporation Law of the
State of Delaware ("Delaware Law"), Purchaser will be
6
merged with and into the Company (the "Merger"). As a result of the Merger, the
Company will continue as the surviving corporation and will become a wholly
owned subsidiary of Parent. At the effective time of the Merger (the "Effective
Time"), each Share issued and outstanding immediately prior to the Effective
Time (other than Shares held in the treasury of the Company or Shares owned by
Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or
of the Company, and other than Shares held by stockholders who shall have
demanded and perfected appraisal rights under Delaware Law) shall be canceled
and converted automatically into the right to receive $7.00 in cash, or any
higher price that may be paid per Share in the Offer, without interest.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF
THE OFFER AND THE MERGER, ARE ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS
OF, THE COMPANY AND THE HOLDERS OF SHARES, HAS APPROVED AND ADOPTED THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER
AND THE MERGER, AND HAS RECOMMENDED THAT THE HOLDERS OF SHARES ACCEPT THE OFFER
AND TENDER THEIR SHARES PURSUANT TO THE OFFER.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment (and thereby purchased) Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or written notice to Citibank,
N.A. (the "Depositary") of Purchaser's acceptance for payment of such Shares
pursuant to the Offer. Upon the terms and subject to the conditions of the
Offer, payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor with the Depositary, which will
act as agent for tendering stockholders for the purpose of receiving payments
from Purchaser and transmitting such payments to tendering stockholders whose
Shares have been accepted for payment. Under no circumstances will interest on
the purchase price for Shares be paid, regardless of any delay in making such
payment. In all cases, payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after timely receipt by the Depositary
of (i) the certificates evidencing such Shares (the "Share Certificates") or
timely confirmation of a book-entry transfer of such Shares into the
Depositary's account at the Book-Entry Transfer Facility (as defined in Section
2 of the Offer to Purchase) pursuant to the procedures set forth in Section 3 of
the Offer to Purchase, (ii) the Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and duly executed, with any required
signature guarantees or an Agent's Message (as defined in Section 2 of the Offer
to Purchase), in connection with the book-entry transfer, and (iii) any other
documents required under the Letter of Transmittal.
Purchaser expressly reserves the right, in its sole discretion (but subject
to the terms and conditions of the Merger Agreement), at any time and from time
to time, to extend for any reason the period of time during which the Offer is
open, including the occurrence of any condition specified in Section 14 of the
Offer to Purchase, by giving oral or written notice of such extension to the
Depositary. Any such extension will be followed as promptly as practicable by
public announcement thereof, such announcement to be made no later than 9:00
a.m., New York City time, on the next business day after the previously
scheduled expiration date of the Offer. During any such extension, all Shares
previously tendered and not withdrawn will remain subject to the Offer and
subject to the right of a tendering stockholder to withdraw such stockholder's
Shares. Purchaser also reserves the right, if at least a majority of the
outstanding Shares shall have been validly tendered pursuant to the Offer as of
the scheduled or extended expiration date thereof, to purchase the Shares
theretofore tendered in the Offer and extend the Offer for an aggregate period
of not more than 20 business days beyond the expiration date.
Shares may be withdrawn at any time prior to 12:00 Midnight, New York City
time, on Monday, February 5, 2001 (or the latest time and date at which the
Offer, if extended by Purchaser, shall expire) and, unless theretofore accepted
for payment by Purchaser pursuant to the Offer, may also be withdrawn at any
time after March 6, 2001. For a withdrawal to be effective, a written or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover page of the Offer
to Purchase. Any such notice of withdrawal must specify the name of the person
who tendered the Shares to be withdrawn, the number of Shares to be withdrawn
and the name of the registered holder of such
2
7
Shares, if different from that of the person who tendered such Shares. If Share
Certificates evidencing Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such Share
Certificates, the serial numbers shown on such Share Certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in Section 3 of the
Offer to Purchase), unless such Shares have been tendered for the account of an
Eligible Institution. If Shares have been tendered pursuant to the procedure for
book-entry transfer as set forth in Section 3 of the Offer to Purchase, any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares. All
questions as to the form and validity (including the time of receipt) of any
notice of withdrawal will be determined by Purchaser, in its sole discretion,
which determination will be final and binding.
The information required to be disclosed by Rule 14d-6(d)(1) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Offer to Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's stockholder list and
security position listings, including the most recent list of names, addresses
and security positions of non-objecting beneficial owners in the possession of
the Company, for the purpose of disseminating the Offer to holders of Shares.
The Offer to Purchase and the related Letter of Transmittal will be mailed by
Purchaser to record holders of Shares whose names appear on the Company's
stockholder list and will be furnished, for subsequent transmittal to beneficial
owners of Shares, to brokers, dealers, commercial banks, trust companies and
similar persons whose names, or the names of whose nominees, appear on the
stockholder list or, if applicable, who are listed as participants in a clearing
agency's security position listing.
The Offer to Purchase and the related Letter of Transmittal contain
important information which should be read before any decision is made with
respect to the Offer.
Questions or requests for assistance may be directed to the Information
Agent at its address and telephone numbers listed below. Additional copies of
the Offer to Purchase and the related Letter of Transmittal and other tender
offer materials may be obtained from the Information Agent. No fees or
commissions will be paid to brokers, dealers or other persons (other than the
Information Agent and the Depositary) for soliciting tenders of Shares pursuant
to the Offer.
The Information Agent for the Offer is:
(MACKENZIE PARTNERS, INC. LOGO)
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇ (Call Collect)
or
CALL TOLL FREE (▇▇▇) ▇▇▇-▇▇▇▇
January 5, 2001
3