- Amended tender offer statement by Issuer (SC TO-I/A)
18 Novembro 2008 - 2:12PM
Edgar (US Regulatory)
________________________________________________________
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
SCHEDULE
TO
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(l)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Amendment
No. 2
_________________________
B+H
OCEAN CARRIERS LTD.
(Name of
Subject Company (Issuer) and Filing Person (Issuer))
_________________________
Common
Stock, $0.01 par value
(Title of
Class of Securities)
055090
10 4
(CUSIP
Number of Class of Securities)
Deborah
Patterson
B+H
Ocean Carriers Ltd.
3
rd
Floor,
Par La Ville Place,
14
Par La Ville Road
Hamilton
HM 08 Bermuda
(Name and
address of agent for service)
(441)
295-6875
(Name,
address and telephone number of person authorized to receive
notices
and
communications on behalf of filing persons)
Copy
to:
James
C. Kardon, Esq.
Hahn
& Hessen LLP
488
Madison Avenue
New
York, New York 10022
(212)
478-7200
_________________________
Calculation of Filing
Fee
Transaction
Valuation*
|
Amount
of Filing Fee*
|
$3,000,000
|
$117.90
|
*
|
The
transaction value is estimated only for purposes of calculating the filing
fee. This amount is based on the purchase of 600,000 shares of
common stock, $0.01 par value, at the maximum tender offer price of $5.00
per share.
|
**
|
$39.30
per million dollars of transaction value, in accordance with Rule 0-II(b)
and Release Nos. 33-8794 and 34-55682 for fiscal year
2008.
|
o
|
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: $117.90
|
Filing
Party: Issuer
|
Form
or Registration
No.: Schedule
TO-1
|
Date
Filed:
October
20, 2008
|
|
|
o
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer
|
Check the
appropriate boxes to designate any transactions to which the statement
relates:
o
|
third
party tender offer subject to Rule 14d-l.
|
x
|
issuer
tender offer subject to Rule 13e-4.
|
o
|
going-private
transaction subject to Rule l3e-3.
|
o
|
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.
o
SCHEDULE
TO
This
Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO
originally filed with the Securities and Exchange Commission on October 20,
2008, and amended on November 14, 2008, by B+H Ocean Carriers Ltd. (the “
Company
”),
a corporation organized under the laws of Liberia, relating to the offer to
purchase up to 600,000 shares, or such lesser number as are properly tendered
and not properly withdrawn, of its common stock, $0.01 par value per share (the
“
Common
Stock
”), at a price not greater than $5.00 nor less than $4.00 per share,
net to the seller in cash, less any applicable withholding taxes and without
interest upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 20, 2008 (the “
Offer to
Purchase
”) and in the related Letter of Transmittal (the “
Letter of
Transmittal
”).
The
information in the Offer to Purchase and the related Letter of Transmittal as
previously filed is incorporated in this Amendment No. 2 by reference
to all of the applicable items in the Schedule TO, except that such information
is hereby amended and supplemented to the extent specifically provided
herein.
This
Amendment No. 2 is filed to incorporate the press release dated April 19, 2006
that announced the final results of the Offer.
Item
|
11. Additional
Information.
|
Item 11
of the Schedule TO is hereby amended and supplemented by inserting the following
at the end thereof:
On
November 18, 2008, the Company issued a press release announcing the final
results of the tender offer, which expired at 12:00 midnight, New York City
time, on Monday, November 17, 2008. A copy of the press release is
filed as Exhibit (a)(5)(ii).
Exhibit
Description
(a)(1)(i)
|
Offer
to Purchase, dated October 20, 2008.*
|
(a)(1)(ii)
|
Letter
of Transmittal.*
|
(a)(1)(iii)
|
Notice
of Guaranteed Delivery.*
|
(a)(1)(iv)
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees.*
|
(a)(1)(v)
|
Letter
to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
|
(a)(5)(i)
|
Press
Release, dated October 20, 2008.*
|
(a)(5)(ii)
|
Press
Release, dated November 18, 2008.**
|
SIGNATURE
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.
B+H
OCEAN CARRIERS LTD.
By:
/s/ Michael S.
Hudner
Michael S. Hudner
President and Chief Executive
Officer
Date: November
18, 2008
Exhibit
Description
(a)(1)(i)
|
Offer
to Purchase, dated October 20, 2008.*
|
(a)(1)(ii)
|
Letter
of Transmittal.*
|
(a)(1)(iii)
|
Notice
of Guaranteed Delivery.*
|
(a)(1)(iv)
|
Letter
to Brokers, Dealers, Commercial Banks, Trust Companies and other
Nominees.*
|
(a)(1)(v)
|
Letter
to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees.*
|
(a)(5)(i)
|
Press
Release, dated October 20, 2008.*
|
(a)(5)(ii)
|
Press
Release, dated November 18, 2008.**
|
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