As filed with the Securities and Exchange Commission on December 20, 2011
Registration No. 333-157215
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
on
Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENERAL MARITIME
CORPORATION
(Exact name of Registrant as Specified in Charter)
(See table of additional registrants on following page)
| Republic of the Marshall Islands | 66-071-6485 |
| (State or other jurisdiction of Incorporation or organization) | (I.R.S. Employer Identification Number) |
299 Park Avenue
New York, New York 10171
(212) 763-5600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John P. Tavlarios
President
299 Park Avenue
New York, New York 10171
(212) 763-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies To:
Thomas E. Molner, Esq.
Kramer Levin Naftalis & Frankel LLP
1177 Avenue of the Americas
New York, New York 10036
(212) 715-9100
Approximate date of commencement of proposed sale to public: This post-effective amendment deregisters those securities that remain unsold hereunder as of the effective date hereof.
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, as amended, or the Securities Act, 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 this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ | Accelerated filer ý |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting Company ¨ |
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional Registrants* | State or Other Jurisdiction of Incorporation or Organization | IRS Employee Identification Number | ||
| General Maritime Subsidiary Corporation | Marshall Islands | 06-1597083 | ||
| General Maritime Management LLC | Marshall Islands | 98-0385293 | ||
| General Maritime Management (UK) LLC | Marshall Islands | N/A | ||
| General Maritime Management (Hellas) Ltd. | Liberia | N/A | ||
| General Maritime Management (Portugal) LLC | Marshall Islands | N/A | ||
| General Maritime Management (Portugal) Limitada | Portugal | N/A | ||
| General Maritime Crewing Pte Ltd. | Singapore | N/A | ||
| Limited “General Maritime Crewing” | Russia | N/A | ||
| GMR Administration Corp. | Marshall Islands | 46-0508901 | ||
| GMR Agamemnon LLC | Liberia | 98-0395170 | ||
| GMR Ajax LLC | Liberia | 98-0395169 | ||
| GMR Alexandra LLC | Marshall Islands | 98-0385176 | ||
| GMR Argus LLC | Marshall Islands | 98-0395206 | ||
| GMR Chartering LLC | United States (New York) | 83-0467351 | ||
| GMR Constantine LLC | Liberia | 98-0395161 | ||
| GMR Daphne | Marshall Islands | 98-0588044 | ||
| GMR Defiance LLC | Liberia | 98-0425179 | ||
| GMR Electra | Marshall Islands | 98-0588046 | ||
| GMR George T | Marshall Islands | 98-0550184 | ||
| GMR GP LLC | Marshall Islands | 98-0536548 | ||
| GMR Gulf LLC | Marshall Islands | 98-0395216 | ||
| GMR Harriet G. LLC | Liberia | 98-0486381 | ||
| GMR Hope LLC | Marshall Islands | 98-0395218 | ||
| GMR Horn LLC | Marshall Islands | 98-0395220 | ||
| GMR Kara G LLC | Liberia | 98-0513241 | ||
| GMR Limited LLC | Marshall Islands | 98-0536550 | ||
| GMR Minotaur LLC | Liberia | 98-0395188 | ||
| GMR Orion LLC | Marshall Islands | 98-0395227 | ||
| GMR Phoenix LLC | Marshall Islands | 98-0395229 | ||
| GMR Princess LLC | Liberia | 98-0395231 | ||
| GMR Progress LLC | Liberia | 98-0395232 | ||
| GMR Revenge LLC | Liberia | 98-0425180 | ||
| GMR St. Nikolas LLC | Marshall Islands | 98-0555133 | ||
| GMR Spyridon LLC | Marshall Islands | 98-0395238 | ||
| GMR Star LLC | Liberia | 98-0395191 | ||
| GMR Strength LLC | Liberia | 98-0425181 | ||
| GMR Trader LLC | Liberia | 98-0395190 | ||
| GMR Trust LLC | Liberia | 98-0395192 | ||
| Arlington Tankers Ltd. | Bermuda | 98-0604955 | ||
| Vision Ltd. | Bermuda | 98-0471654 | ||
| Victory Ltd. | Bermuda | 98-0471655 | ||
| Companion Ltd. | Bermuda | 98-0471656 | ||
| Compatriot Ltd. | Bermuda | 98-0471657 | ||
| Concord Ltd. | Bermuda | 98-0471658 | ||
| Consul Ltd. | Bermuda | 98-0471659 | ||
| Concept Ltd. | Bermuda | 98-0481425 | ||
| Contest Ltd. | Bermuda | 98-0481426 | ||
| Arlington Tankers, LLC | Delaware | 06-1751131 |
* The address of the principal executive offices of each additional registrant is c/o General Maritime Corporation, 299 Park Avenue, New York, New York 10171.
1
Deregistration of Securities
This Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (this “Amendment”) relates to the Registration Statement on Form S-3 (File No. 333-157215), filed with the Securities and Exchange Commission on February 10, 2009, as amended on March 5, 2009 and April 7, 2009 (the “Registration Statement”), by General Maritime Corporation, a Marshall Islands corporation (the “Registrant”). The Registration Statement registered the sale of up to $500,000,000 in aggregate principal amount of the Registrant’s debt securities, preferred stock, common stock, rights, warrants and units (collectively, the “Securities”). The Registration Statement was declared effective on April 8, 2009. The Registrant has terminated all offerings of its securities pursuant to the Registration Statement. This Amendment is being filed to deregister all unsold Securities registered pursuant to, and terminate the effectiveness of, the Registration Statement. Pursuant to Rule 401(b) under the Securities Act, the Company is filing this Post-Effective Amendment No. 1 on Form S-1, as it is currently ineligible to file a registration statement on Form S-3.
In accordance with undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration the Securities registered but unsold under, and terminates the effectiveness of, the Registration Statement.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GENERAL MARITIME CORPORATION | |||
| By: | /s/ John P. Tavlarios | ||
| John P. Tavlarios, President | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GENERAL MARITIME SUBSIDIARY CORPORATION | |||
| By: | /s/ John C. Georgiopoulos | ||
| John C. Georgiopoulos, Director | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GENERAL MARITIME MANAGEMENT LLC | |||
| By: | /s/ Milton H. Gonzales | ||
| Milton H. Gonzales, Manager | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GENERAL MARITIME MANAGEMENT (UK) LLC | |||
| By: | /s/ John P. Tavlarios | ||
| John P. Tavlarios, Manager | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GENERAL MARITIME MANAGEMENT (HELLAS) LTD. | |||
| By: | /s/ Milton H. Gonzales | ||
| Milton H. Gonzales, Manager | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GENERAL MARITIME MANAGEMENT (PORTUGAL) LLC | |||
| By: | /s/ Milton H. Gonzales | ||
| Milton H. Gonzales, Manager | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GENERAL MARITIME MANAGEMENT (PORTUGAL) LIMITADA | |||
| By: | /s/ Milton H. Gonzales | ||
| Milton H. Gonzales, Manager | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GENERAL MARITIME CREWING PTE. LTD. | |||
| By: | /s/ Milton H. Gonzales | ||
| Milton H. Gonzales, Director | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| LIMITED “GENERAL MARITIME CREWING” | |||
| By: | /s/ John C. Georgiopoulos | ||
| John C. Georgiopoulos, Authorized Representative | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GMR ADMINISTRATION CORP. | |||
| By: | /s/ John P. Tavlarios | ||
| John P. Tavlarios, Director | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| GMR AGAMEMNON LLC | GMR GP LLC | GMR PRINCESS LLC |
| GMR AJAX LLC | GMR GULF LLC | GMR PROGRESS LLC |
| GMR ALEXANDRA LLC | GMR HARRIET G. LLC | GMR REVENGE LLC |
| GMR ARGUS LLC | GMR HOPE LLC | GMR ST. NIKOLAS LLC |
| GMR CHARTERING LLC | GMR HORN LLC | GMR SPYRIDON LLC |
| GMR CONSTANTINE LLC | GMR KARA G LLC | GMR STAR LLC |
| GMR DAPHNE | GMR LIMITED LLC | GMR STRENGTH LLC |
| GMR DEFIANCE LLC | GMR MINOTAUR LLC | GMR TRADER LLC |
| GMR ELECTRA | GMR ORION LLC | GMR TRUST LLC |
| GMR GEORGE T LLC | GMR PHOENIX LLC |
| By: | /s/ John C. Georgiopoulos | ||
| John C. Georgiopoulos, Manager |
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| ARLINGTON TANKERS LTD. | |||
| By: | /s/ John C. Georgiopoulos | ||
| John C. Georgiopoulos, Director | |||
No other person is required to sign this Post-Effective Amendment on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| COMPANION LTD. | CONSUL LTD. | |
| COMPATRIOT LTD. | CONTEST LTD. | |
| CONCEPT LTD. | VISION LTD. | |
| CONCORD LTD. | VICTORY LTD. |
| By: | /s/ John C. Georgiopoulos | ||
| John C. Georgiopoulos, Director |
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on December 20, 2011.
| ARLINGTON TANKERS, LLC | |||
| By: | Arlington Tankers, Ltd. | ||
| By: | /s/ John C. Georgiopoulos | ||
| John C. Georgiopoulos, Director | |||
No other person is required to sign this Post-Effective Amendment No. 1 on Form S-1 in reliance upon Rule 478 under the Securities Act.
S-14