Overseas Shipholding Group, Inc. - Ordinary Shares (OSG)
Filed: 22 Jan 14, 12:00am
| OSG | Overseas Shipholding Group Inc. |
1301 Avenue of the Americas New York, NY 10019 www.osg.com | Tel: 212 251 1153 Fax: 212 251 1180 E-mail: jedelson@osg.com | James I. Edelson Senior Vice President General Counsel and Secretary |
| RE: | Overseas Shipholding Group, Inc. Form 10-K for the Year Ended December 31, 2012 Filed August 26, 2013 File No. 1-06479 |
| 1. | Please tell us about any contacts with Syria, Sudan or Cuba since your letter to us dated October 28, 2010. As you know, Syria, Sudan and Cuba are designated by the State Department as state sponsors of terrorism and are subject to U.S. economic sanctions and export controls. Your 10-K does not include disclosure about contacts with those countries. Please describe to us the nature and extent of any past, current, and anticipated contacts with Syria, Sudan or Cuba since your prior letter, whether through subsidiaries, affiliates, charterers, or other direct or indirect arrangements. Your response should describe any services or products you have provided to or received from Syria, Sudan or Cuba, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities controlled by their governments. |
| 1. | As noted in the comment, OSG sent to you a letter dated October 28, 2010 (the “2010 Response”) in which OSG provided, among other information, updated information concerning OSG’s contacts with Syria, Sudan and Cuba through June 30, 2010 (the “2010 Response Date”). This letter supplements the 2010 Response with respect to Syria, Sudan and Cuba. |
| Except as explained in the following sentence, since the 2010 Response Date, no OSG vessel has called on ports in Syria, Sudan or Cuba. A U.S. flag OSG vessel made two voyages during 2010 and one voyage during 2011 to the United States Naval Base at Guantanamo Bay, Cuba under charter to the U.S. Military Sealift Command, an Operating Force within the United States Navy. |
| Since June 30, 2010, OSG has had no contacts with Syria, Sudan or Cuba (except for the foregoing voyages to Guantanamo Bay, Cuba) and does not anticipate contacts with such countries, whether through subsidiaries, affiliates, charterers or other direct or indirect arrangements, except to the extent that United States sanctions regimes permit such contacts. OSG has had no agreements, commercial arrangements or other contacts with the governments of Syria, Sudan or Cuba, or entities controlled by the government of any of these countries, since the 2010 Response Date. |
| As a result of the absence of contacts with Syria, Sudan and Cuba, OSG made no specific references to these countries in its risk factor disclosure in the 2012 Form 10-K relating to countries subject to restrictions imposed by the U.S. government. |
| 2. | Please discuss the materiality of any contacts with Syria, Sudan and Cuba described in response to the foregoing comment, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company’s reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. Your materiality analysis should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Syria, Sudan and Cuba. |
| 2. | Since OSG had no contacts with Syria, Sudan or Cuba since the 2010 Response Date, an analysis of the materiality of such contacts is not applicable. |