Post-Effective Amendment No. 1
As
filed with the Securities and Exchange Commission on
January 8, 2007
Registration No. 333-128108
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
________________________
Post-Effective
Amendment No. 1 to Form S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
______________________________
OSG
America, Inc.
(formerly
known as Maritrans Inc.)
(Exact
name of Registrant as Specified in Its Charter)
_______________________________
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Delaware
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51-0343903
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
Number)
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Two
Harbour Place
302
Knights Run Avenue,
Suite
1200
Tampa,
FL 33602
(813) 209-0600
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)
_____________________________
Jonathan
P. Whitworth
OSG
America, Inc.
Two
Harbour Place
302
Knights Run Avenue,
Suite
1200
Tampa,
FL 33602
(813) 209-0600
(Name,
Address Including Zip Code, and Telephone Number Including Area Code, of Agent
for Service)
____________________________
Approximate
date of commencement of proposed sale to the public: Not
applicable
If
the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box.
¨
If
any of
the securities being registered on this form are to be offered on a delayed
or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ¨
If
this
Form is filed to register additional securities for an offering pursuant to
Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
_______
If
this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
_______
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. ¨
EXPLANATORY
NOTE: DEREGISTRATION OF SECURITIES
On
September 6, 2005, OSG America, Inc., a Delaware corporation, formerly known
as
Maritrans Inc. (“OSG America”), filed a registration statement on Form S-3
(Registration No. 333-128108) (the “Registration Statement”), as amended by
amendment No. 1 filed on October 13, 2005, with the U.S. Securities and Exchange
Commission, to register $450,000,000 of common stock and debt securities.
On
November 28, 2006, pursuant to an Agreement and Plan of Merger, dated as of
September 25, 2006, among OSG America, Overseas Shipholding Group, Inc., a
Delaware corporation (“OSG”), and Marlin Acquisition Corporation, a Delaware
corporation and wholly-owned subsidiary of OSG (“Merger Sub”), Merger Sub merged
with and into OSG America, and OSG America became a wholly-owned subsidiary
of
OSG (the “Merger”). OSG America intends to file a certification and notice of
termination on Form 15 with respect to its common stock.
As
a
result of the Merger, OSG America has terminated all offerings of OSG America
securities pursuant to its existing registration statements, including the
Registration Statement. Pursuant to the undertaking made by OSG America in
the
Registration Statement to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering, OSG America is filing this post-effective amendment
No. 1 to the Registration Statement to deregister all of the securities that
remain unsold under the Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this post-effective
amendment No. 1 to the Registration Statement to be signed on its behalf by
the
undersigned, thereunto duly authorized, on January 8, 2007.
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OSG
America, Inc.
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By: |
/s/
Jonathan P. Whitworth |
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Jonathan P. Whitworth |
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President |
Pursuant
to the requirements of the Securities Act of 1933, as amended, this
post-effective amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/
Jonathan P.
Whitworth
Jonathan
P. Whitworth
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President
and Director (Principal Executive Officer)
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January
8, 2007
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/s/
Morten
Arntzen
Morten
Arntzen
|
President
and Chief Executive Officer
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/s/
Myles R.
Itkin
Myles
R. Itkin
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Senior
Vice President and Director
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/s/
Jerry
Miller
Jerry
Miller
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Treasurer
(Principal Financial and Accounting Officer)
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