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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
--------------------
ANANGEL-AMERICAN SHIPHOLDINGS LIMITED
(Name of Subject Company (Issuer))
SUPERIOR NAVIGATION LTD.
PAM HOLDING & TRUST LIMITED
ANANGEL INTEGRITY COMPANIA NAVIERA S.A.
MARIA A. ANGELICOUSSIS
JOHN ANGELICOUSSIS
(Name of Filing Persons (Offeror))
--------------------
AMERICAN DEPOSITARY SHARES
(EACH AMERICAN DEPOSITARY SHARE REPRESENTING ONE
CLASS A ORDINARY SHARES, NOMINAL VALUE $1.00 PER SHARE)
(Title of Class of Securities)
032721201
(CUSIP Number of Class of Securities)
---------------------
Demetrios A. Stylianou
Director and President
Superior Navigation Ltd.
Sygrou Avenue 354
Kallithea 176-74
Greece
011 3010 946 7205
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of the filing person)
---------------------
COPY TO:
John F. Fritts, Esq.
Cadwalader, Wickersham & Taft
100 Maiden Lane
New York, New York 10038
(212) 504-6000
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CALCULATION OF FILING FEE
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Transaction Valuation* | Amount of Filing Fee**
- -------------------------------------- | ---------------------------------------
$ 55,723,505 | $ 11,145
====================================== | =======================================
* For purposes of calculating amount of filing fee only. This calculation
assumes the purchase of 11,144,701 American Depositary Shares (each
represented by one Class A Ordinary Share, nominal value $1.00) of
Anangel-American Shipholdings Limited, ticker symbol "ASIPY," at a purchase
price of $5.00 per ADS, net in cash.
** The amount of the filing fee calculated in accordance with Regulation
2400.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th
of one percent of the value of the transaction.
[X] Check 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: $11,145 Filing party: Superior Navigation Ltd.
Form or Registration No.: 5-40600 Date filed: February 12, 2002
[ ] 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.
[X] going-private transaction subject to Rule 13e-3.
[X] 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: [ ]
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SCHEDULE 13D
CUSIP NO. 032721201
- ---|----------------------------------------------------------------------------
1 |NAME OF REPORTING PERSONS
|I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|PAM HOLDING & TRUST LIMITED
- ---|----------------------------------------------------------------------------
2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[X]
| (B)[ ]
- ---|----------------------------------------------------------------------------
3 |SEC USE ONLY
- ---|----------------------------------------------------------------------------
4 |SOURCE OF FUNDS (See Instructions)
|
|AF
- ---|----------------------------------------------------------------------------
5 |CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|TO ITEMS 2(d) or 2(e)
|[ ]
- ---|----------------------------------------------------------------------------
6 |CITIZENSHIP OR PLACE OF ORGANIZATION
|
|LIBERIA
- ---|----------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| | 0
NUMBER OF | |
| ---| ------------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 7,208,547
OWNED BY | |
| ---| ------------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 0
PERSON | |
| ---| ------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| | 7,208,547
- ---|----------------------------------------------------------------------------
11 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 7,208,547
- ---|----------------------------------------------------------------------------
12 |CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|CERTAIN SHARES (See Instructions) [ ]
- ---|----------------------------------------------------------------------------
13 |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 61.4%
- ---|----------------------------------------------------------------------------
14 |TYPE OF REPORTING PERSON (See Instructions)
|
| CO
- ---|----------------------------------------------------------------------------
-2-
SCHEDULE 13D
CUSIP NO. 032721201
- ---|----------------------------------------------------------------------------
1 |NAME OF REPORTING PERSONS
|I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| ANANGEL INTEGRITY COMPANIA NAVIERA S.A.
- ---|----------------------------------------------------------------------------
2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[X]
| (B)[ ]
- ---|----------------------------------------------------------------------------
3 |SEC USE ONLY
- ---|----------------------------------------------------------------------------
4 |SOURCE OF FUNDS (See Instructions)
|
|N/A
- ---|----------------------------------------------------------------------------
5 |CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|TO ITEMS 2(d) or 2(e)
|[ ]
- ---|----------------------------------------------------------------------------
6 |CITIZENSHIP OR PLACE OF ORGANIZATION
|
|PANAMA
- ---|----------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| | 0
NUMBER OF | |
| ---| ------------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 7,208,547
OWNED BY | |
| ---| ------------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 0
PERSON | |
| ---| ------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| | 7,208,547
- ---|----------------------------------------------------------------------------
11 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 7,208,547
- ---|----------------------------------------------------------------------------
12 |CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|CERTAIN SHARES (See Instructions) [ ]
- ---|----------------------------------------------------------------------------
13 |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 61.4%
- ---|----------------------------------------------------------------------------
14 |TYPE OF REPORTING PERSON (See Instructions)
|
| CO
- ---|----------------------------------------------------------------------------
-3-
SCHEDULE 13D
CUSIP NO. 032721201
- ---|----------------------------------------------------------------------------
1 |NAME OF REPORTING PERSONS
|I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| MARIA A. ANGELICOUSSIS
- ---|----------------------------------------------------------------------------
2 |CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (A)[X]
| (B)[ ]
- ---|----------------------------------------------------------------------------
3 |SEC USE ONLY
- ---|----------------------------------------------------------------------------
4 |SOURCE OF FUNDS (See Instructions)
|
|AF
- ---|----------------------------------------------------------------------------
5 |CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
|TO ITEMS 2(d) or 2(e)
|[ ]
- ---|----------------------------------------------------------------------------
6 |CITIZENSHIP OR PLACE OF ORGANIZATION
|
|GREECE
- ---|----------------------------------------------------------------------------
| 7 | SOLE VOTING POWER
| | 0
NUMBER OF | |
| ---| ------------------------------------------------------------
SHARES | 8 | SHARED VOTING POWER
BENEFICIALLY | | 7,208,547
OWNED BY | |
| ---| ------------------------------------------------------------
EACH | 9 | SOLE DISPOSITIVE POWER
REPORTING | | 0
PERSON | |
| ---| ------------------------------------------------------------
WITH | 10 | SHARED DISPOSITIVE POWER
| | 7,208,547
- ---|----------------------------------------------------------------------------
11 |AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 7,208,547
- ---|----------------------------------------------------------------------------
12 |CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|CERTAIN SHARES (See Instructions)[ ]
- ---|----------------------------------------------------------------------------
13 |PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 61.4%
- ---|----------------------------------------------------------------------------
14 |TYPE OF REPORTING PERSON (See Instructions)
|
| IN
- ---|----------------------------------------------------------------------------
-4-
This Amendment No. 1 amends and supplements the Tender Offer Statement and
Schedule 13E-3 Transaction Statement on Schedule TO filed with the Securities
and Exchange Commission on February 12, 2002 (the "Schedule TO") by Superior
Navigation (the "Offeror"), a Liberian corporation and a wholly owned subsidiary
of PAM Holding & Trust Limited (the "Parent"). This Schedule TO relates to the
Offer by the Offeror to purchase (i) all outstanding Class A ordinary shares,
nominal value $1.00 each ("Class A Shares"), (ii) all outstanding Class B
ordinary shares, nominal value $1.00 each ("Class B Shares" and together with
the Class A Shares, "Ordinary Shares") and (iii) all outstanding American
Depositary Shares, each representing one Class A Share ("ADSs" and together with
the Ordinary Shares, "Shares") of Anangel-American Shipholdings Limited
("Anangel" or the "Company"), at a purchase price of $5.00 per Share, net in
cash, without interest (the "Offer Price"), upon the terms and conditions of the
Offeror's Offer to Purchase dated February 12, 2002 (the "Offer to Purchase"),
and in the related Letter of Transmittal and Form of Acceptance Form, copies of
which were attached as Exhibits (a) (1) (i), (a) (1) (ii) and (a) (1) (iii),
respectively (which together, as they may be amended or supplemented from time
to time, constitute the "Offer"), to the Schedule TO.
The information set forth in the Offer to Purchase, including all schedules
thereto, and in the Solicitation/Recommendaiton Statement on Schedule 14D-9
filed by Anangel on February 27, 2002 (the "Schedule 14D-9"), which is attached
as Exhibit (a)(1)(xii) to the Schedule TO, is hereby expressly incorporated
herein by reference in response to all items of the Schedule TO, including,
without limitation, all of the information required by Schedule 13E-3 that is
not included in or covered by the items in Schedule TO. Capitalized terms used
and not defined herein shall have the meanings ascribed to such terms in the
Schedule TO.
ITEMS 1 THROUGH 9, 11, 12 AND 13
(1) The section "Introduction" on page 10 is hereby amended by deleting the
third paragraph thereof and replacing it with the following:
The Offeror is controlled by the same Angelicoussis family interests that
control approximately 81% of the Shares of Anangel. Superior Navigation is a
wholly owned subsidiary of PAM Holding & Trust Limited ("PAM Holding"), which is
also the sole parent of Anangel Integrity Compania Naviera S.A. ("Anangel
Integrity"), which in turn holds all the shares of Anangel held by the
Angelicoussis family interests. PAM Holding is controlled by Maria A.
Angelicoussis, the widow of Anangel's founder, the late Antonis Angelicoussis,
and the mother of its current chairman, John Angelicoussis, and of Anna
Kanellakis, who previously had an interest in Anangel but no longer does. Ms.
Angelicoussis controls all of the outstanding shares of capital stock of PAM
Holding, and may be deemed to share with PAM Holding and Anangel Integrity the
power to vote and the power to dispose of all of the Shares of Anangel held by
Anangel Integrity. Therefore, the term "Angelicoussis family interests" includes
PAM Holding, Anangel Integrity, Maria A. Angelicoussis and John Angelicoussis.
(2) The section "Special Factors - Background of the Offer" is hereby
amended by adding the following sentences at the end of the tenth paragraph of
the respective section on page 12:
John Angelicoussis, Chairman and President of Anangel, and Demetrios
Stylianou, Chief Financial Officer of Anangel, investigated the possibility of a
going private transaction. Although Mr. Stylianou is expected to continue as a
Director and Chief Financial Officer of Anangel subsequent to the going private
transaction, he will have no equity interest in Anangel.
(3) The section "Special Factors - Background of the Offer" is hereby
amended by deleting the last sentence of paragraph 12 of the respective section
on page 12 and replacing it with the following sentences:
The Board authorized the Independent Directors to retain an independent
investment adviser to deliver a fairness opinion. The Independent Directors
retained Poseidon Capital Corp.
(4) The section "Special Factors - Background of the Offer" is hereby
amended by inserting the following paragraph immediately after paragraph 12 of
the respective section on page 12:
While no valuation procedures were undertaken by Anangel management to
arrive at the offer price, the Offer Price was a result of negotiations between
John Angelicoussis and Demetrios Stylianou on behalf of the Angelicoussis family
interest and the Independent Directors over a period of two months. The
negotiations were based on Anangel's history discussed above of being unable to
attract outside investors, projections, the adverse effect of the worsening
outlook for the global economy and the shipping industry on Anangel's operations
and the intent of the negotiations in arriving at a fair price and result for
all concerned.
(5) The section "Special Factors - Background of the Offer" is hereby
amended by deleting the last paragraph thereof and replacing it with the
following:
On January 25, 2002, at a telephone meeting of the Independent Committee
(defined below) held to evaluate the proposed Offer, Poseidon Capital Corp.
presented their financial analysis of the proposed transaction. The Independent
Committee also requested and obtained an opinion from Poseidon Capital Corp. as
to the fairness, from a financial point of view, of the Offer Price to holders
of Shares (other than to the Angelicoussis family interests). On February 1,
2002, Poseidon Capital Corp. delivered its opinion that the proposed offer price
of $5.00 per Share was fair to the public shareholders. Poseidon Capital Corp.
subsequently updated the fairness opinion to February 27, 2002.
(6) The section "Purpose of the Offer; Plans for the Company" is hereby
amended by inserting the following paragraph at the end of subsection "Purpose
of the Offer" thereto:
The decision to take the Company private at this time rather than at any
other time of the Company's operating history is a result of a
number of factors, the most important of which are:
o the failure of the extensive efforts undertaken to broaden the
ownership base of the Company,
o the conclusion that the potential of any further initiatives in this
direction is low,
o the increasingly difficult operating conditions for the Company caused
by the depressed outlook for the global economy and the shipping
industry and the necessity to reduce its expenses, and, in light of
these factors,
o that it is unlikely that the Company will be able to generate
substantial shareholder value in the medium and even the long term.
(7) The second paragraph of subsection "Plans for Anangel After Completion
of the Offer" contained in section "Special Factors - Purpose of the Offer;
Plans for the Company" is hereby amended by deleting the respective paragraph
and replacing it with the following:
Upon completion of the Offer, the interest of Superior Navigation in
Anangel's net book value and net earnings will be in proportion to the number of
Shares owned by Superior Navigation. If the Compulsory Acquisition is
successfully consummated, Superior Navigation's interest in such items and in
Anangel's equity will equal 100%, and Superior Navigation will be entitled to
all benefits resulting from such interest, including all income generated by
Anangel's operations and any future increase in Anangel's value. Similarly,
after completion of the Offer and/or a Compulsory Acquisition, Superior
Navigation will bear its proportionate share of any losses generated by Anangel
and any future decrease in the value of Anangel. Based on Anangel's results for
the fiscal year ended December 31, 2000, upon successful completion of the Offer
and Compulsory Acquisition, the Angelicoussis family interests beneficial share
in Anangel's net book value and net earnings would increase from approximately
81% to 100% or by approximately $51,619,200 and $5,397,710, respectively.
Subsequent to a successful consummation of a Compulsory Acquisition, current
shareholders of Anangel not controlled by Angelicoussis family interests will
cease to have any equity interest in Anangel, will not have the opportunity to
participate in the earnings and growth of Anangel and will not have any right to
vote on corporate matters. Similarly, current shareholders will not face the
risk of losses generated by Anangel's operations or decline in Anangel's value
after the consummation of the Compulsory Acquisition. Unaffiliated shareholders
who tender their Shares will be helping to foreclose the possibility of a sale
of Anangel to an unaffiliated third party. If the Offer is completed but a
Compulsory Acquisition is not undertaken or completed, the current shareholders
of Anangel who have not tendered their Shares in the Offer will have a
proportionate share of the equity interests in Anangel and a proportionate
participation in the earnings and growth of Anangel and in its losses or
declines in value. If shareholders tender their Shares or if shareholders do not
tender their Shares but a Compulsory Acquisition is completed, unaffiliated
shareholders will no longer have the opportunity to participate in the growth
and future earnings of Anangel.
(8) The heading name and subsection "Fairness" of the section "Special
Factors - Position of the Offeror Regarding Fairness of the Offer" is hereby
amended by deleting the heading name and respective paragraph, and replacing it
with the following heading name and paragraph:
POSITION OF THE OFFEROR AND THE ANGELICOUSSIS FAMILY INTERESTS REGARDING
FAIRNESS OF THE OFFER
Fairness. The Offeror, PAM Holding, Maria Angelicoussis and John
Angelicoussis, after considering certain factors detailed below, each believe
that the price offered to the holders of Anangel's ADSs and to the holders of
Anangel's Class A Shares is fair based on the premium implicit in the Offer
Price, the $3.00 per share dividend on May 4, 2001, the market price of the
Shares since that date, the results of the rights offering in 1999, the book and
market value of Anangel's assets, the unlikely prospects of increasing the size
and the liquidity of the markets for the Shares, the outlook for the world
economy and the stock markets generally and the shipping business specifically,
and the failure to find appropriate mergers or acquisitions for Anangel at
acceptable prices.
(9) The section "Special Factors - Position of the Offeror and the
Angelicoussis Family Interests Regarding Fairness of the Offer" is hereby
amended by deleting subsections "Certain Factors Considered in Determining
Fairness," "Current Market Price" and "Historical Market Prices" on pages 14 and
15 and replace it with the following subsection and paragraphs:
Certain Factors Considered in Determining Fairness:
o The conclusion of the Independent Directors that the Offer is fair
was unanimous and conditional upon the delivery of a fairness opinion,
which was delivered.
o The Independent Directors received an opinion from its independent
financial adviser, Poseidon Capital Corp., initially delivered on February
1, 2002, and subsequently brought down to February 27, 2002, to the effect
that, as of the date of the opinion and based on and subject to matters
described in the opinion, the Offer Price of $5.00 was fair, from a
financial point of view, to the unaffiliated holders of Shares.
o The Offer Price resulted from negotiations regarding price between the
Independent Directors, the Offeror and the Angelicoussis family interests.
o The average daily last sale prices on the Nasdaq over the 30, 60 and
90 day periods ending December 5, 2001, were $2.50, $2.55 and $2.99,
respectively.
o The current and historical financial performance of Anangel, (see "The
Offer - Certain Information Concerning the Company" in the Offer), as well
as the prospects and strategic objectives of Anangel, including the risks
involved in achieving those prospects and objectives.
o The Offer Price of $5.00 per Share represents a premium of approximately
49% over the closing price of $3.351 per Share on December 5, 2001, the day
before the public announcement of the Offer; a premium of approximately
168% over the closing price of $2.02 per Share on November 6, 2001, one
month before the Offeror's announcement; a premium of approximately 5% to
the average of the high and low closing prices of the Shares for the 52
week period prior to December 5, 2001, but represents a discount of
approximately 56.93% to the initial public offering price of $16.50 for the
Shares in June 1989 when it is adjusted for an extraordinary dividend of
$1.89 paid in July 1994 and an additional extraordinary dividend of $3.00
paid in May 2001. Since the time of the initial public offering, Anangel
has also declared and paid ordinary dividends of an aggregate $9.45 in
addition to the extraordinary dividends.
o The Anangel's historical market prices, regardless of the period examined
(see, e.g., http://stockcharts.com), have declined over a sustained period,
despite the fact that Anangel's revenues and net income have been cyclical,
reflecting its business. The Angelicoussis is family interests see little
reason to belive that Anangel's future results will be but reflections of
the cyclical nature of its business.
o The low market price of the Shares has reduced Anangel's ability to
conduct public or private placements of its securities to raise capital or
to perform acquisitions.
o The net asset value (determined by substituting the current market value,
as determined by independent ship brokers of Anangel's vessels, for the
depreciated book value of the vessels on the Company's balance sheet at
the relevant times) during November 2001 through January 2002 ranged from
$4.50 per Share to $3.50 per Share. The Offer Price represented a premium
over the upper range of the net asset value. While the Offer Price is at a
discount to Anangel's book value, the disparity between Anangel's book
value and the current market value of the underlying assets results from
the unfavorable conditions for the dry cargo and oil tanker industries, and
the outlook for these industries remains unfavorable in the near and medium
term.
o The Anangel expects to save at least $500,000 per year from no longer being
required under the securities laws to file periodic reports or to effect
general securities law compliance as well other expenses related to being a
public company.
o The Offer was made following declines in the price of Anangel's stock and
the broader markets and that the Offer followed a number of initiatives
taken by the Angelicoussis family interests and Anangel to expand the
public ownership, without the desired results being achieved.
o The Offer will provide consideration to the unaffiliated shareholders of
Anangel entirely in cash.
o The Offer would provide liquidity for public shareholders whose ability to
sell their Shares is adversely affected by the limited trading volume and
low public float in the Shares.
o No other offer has been made during the past two years for Anangel by any
third party, including the period since December 6, 2001, when the
intention to make a tender offer for all of the outstanding shares at a
price of $5.00 per Share was made public. As such, no comparison of the
Offer Price could be made to any such offer.
o The timing of consummation of the Offer allows shareholders to receive the
Offer Price promptly, followed by a compulsory acquisition, if necessary,
in which remaining shareholders will receive the same consideration
received by shareholders who tender their Shares in the Offer.
o The Offeror's obligation to consummate the Offer is subject to a limited
number of conditions, with no financing condition. The Offeror has the
financial resources to timely consummate the Offer.
o The satisfaction of the Minimum Condition requires that almost 50% of the
unaffiliated shareholders tender their shares.
Neither the Offeror nor any of each of PAM Holding, Maria Angelicoussis or
John Angelicoussis found it practicable to assign, nor did any of them assign,
relative weights to the individual factors considered in reaching their
respective conclusions as to fairness.
The foregoing discussion of the information and factors considered and
given weight by the Offeror and the Angelicoussis family interests is not
intended to be exhaustive but is believed to include all material factors
considered. The Offeror and the Angelicoussis family interests' views as to the
fairness of the Offer to unaffiliated shareholders of Anangel should not be
construed as a recommendation to any stockholder as to whether that shareholder
should tender such shareholder's Shares in the Offer.
(10) The section "Special Factors - Position of the Offeror and the
Angelicoussis Family Interests Regarding Fairness of the Offer" is hereby
amended by deleting the last paragraph of subsection "Measures Taken" of the
respective section on page 15 and inserting the following:
In summary, the Offeror, PAM Holding, Maria Angelicoussis and John
Angelicoussis each believe that the analysis of the factors considered in
determining fairness as set forth in this section and the rights afforded to
non-tendering shareholders by Cayman Islands law establish a reasonable basis
for their determination that the Offer is substantively and procedurally fair to
unaffiliated holders of Anangel's ADSs as well as the unaffiliated holders of
Anangel's Class A Shares, despite the fact that the Offeror did not structure
the transaction so as to require the approval of the unaffiliated shareholders
or retain a representative to negotiate on their behalf.
(11) The first paragraph of subsection "Independent Committee" contained in
section "Special Factors - Position of the Offeror and the Angelicoussis Family
Interests Regarding Fairness of the Offer" is hereby amended by adding the
following sentences to the end thereof:
The Independent Committee did not find it practicable to assign, nor did it
assign, relative weights to the individual factors considered in reaching its
conclusion as to fairness.
(12) The section "The Offer - Certain Information Concerning the Offeror"
is hereby amended by deleting the heading and section and replacing it with the
following heading, subsections and paragraphs:
CERTAIN INFORMATION CONCERNING THE OFFEROR AND ANGELICOUSSIS FAMILY INTERESTS
Superior Navigation Ltd. Superior Navigation, the Offeror, was incorporated
in the Republic of Liberia on July 25, 2001, and is controlled by the
Angelicoussis family interests that control 81% of the Shares. Its principal
office is located at Sygrou Avenue 354, Kallithea, Athens, GR-176-74, Greece.
Its telephone number is +30 10 946 7200.
PAM Holding & Trust Limited. PAM Holding was incorporated in the Republic
of Liberia and is controlled by the Angelicoussis family interests that control
81% of the Shares. The principal business of PAM Holding is to act as the
holding company of Anangel Integrity and its principal business address and
telephone number are Sygrou Avenue 354, Kallithea, Athens, GR-176-74, Greece,
and +30 10 946 7200, respectively. The names of the officers and directors of
Pam Holding, their principal occupations and citizenship are as follows: (i)
Maria A. Angelicoussis is a Director and President of PAM Holding, Greece; (ii)
George Chalkias, Director, Treasurer and Secretary, Legal Advisor, Greece; and
(iii) Constantinos Panagopoulos, Director and Assistant Secretary
Anangel-American Shipholdings Limited.
Anangel Integrity owns of record and beneficially a total of 7,208,547
Class A Shares, which constitute approximately 61.4% of Anangel's Class A Shares
and 100% of its Class B Shares. Integrity owns of record and beneficially
approximately 81% of combined outstanding Class A Shares and Class B Shares.
Maria A. Angelicoussis. Maria A. Angelicoussis is a citizen of Greece, her
principal occupation is that of a director and the president of Pam Holding, and
her business address is Sygrou Avenue 354, Kallithea, Athens, GR 176-74, Greece.
John Angelicoussis. John Angelicoussis is a citizen of Greece, his
principal occupation is that of a director and the chairman of the board of
directors of Anangel. Mr. Angelicoussis' business address is Sygrou Avenue 354,
Kallithea, Athens, GR 176-74, Greece.
(13)The section "The Offer - Source and Amount of Funds" is hereby amended
by adding the following sentence at the end thereof:
No alternative financing plans exist.
(14) The section "The Offer - Conditions of the Offer" is hereby amended by
deleting subparagraph (a) thereof on page 31 and replacing it with the
following:
(a) any adverse change (or development involving a prospective adverse
change) has occurred or is threatened in the business, properties, assets,
liabilities, capitalization, shareholders' equity, condition (financial or
otherwise), cash flows, operations, licenses, franchises, permits,
authorizations, results of operations or prospects of the Company or any of its
subsidiaries which has or might reasonably be expected to have a material
adverse effect on the Company and its subsidiaries taken as a whole (a "Material
Adverse Effect"), or results or might reasonably be expected to result in a
material diminution in the value of the Shares or the benefits expected to be
derived by the Offeror as a result of the Offer or the Compulsory Acquisition (a
"Diminution in Value"); or
(15) The section "The Offer - Conditions of the Offer" is hereby amended by
inserting the following paragraph at the end of the respective section:
Notwithstanding anything in the Offer to the contrary, all conditions to
the Offer, other than those dependent upon necessary government or regulatory
approval, must be satisfied or waived on or before the Expiration Time.
(16) Item 12 of the Schedule TO is hereby amended by adding the following
thereto:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(1)(xii) Schedule 14D-9. (1)
(a)(1)(xiii) Letter to shareholders of the Company, dated February 27, 2002
(filed as Exhibit (a)(7) to the Schedule 14D-9 filed on February
27, 2002). (1)
(a)(1)(xiv) Opinion of Poseidon Capital Corp., dated February 27, 2002 (filed
as Exhibit (a)(10) and included as Annex A to the Schedule 14D-9
filed on February 27, 2002. (1)
- ---------------
(1) Incorporated by reference to the Schedule 14D-9 filed on February 27, 2002.
SIGNATURE
After reasonable 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.
SUPERIOR NAVIGATION LTD.
/s/ Demetrios A. Stylianou
-----------------------------------------
Name: Demetrios A. Stylianou
Title: Director and President
PAM HOLDING & TRUST LIMITED
/s/ George Chalkias
-----------------------------------------
Name: George Chalkias
Title: Director and Vice President
ANANGEL INTEGRITY COMPANIA NAVIERA S.A.
/s/ Constantinos Panagopoulos
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Name: Constantinos Panagopoulos
Title: Director and Vice President
Maria A. Angelicoussis
/s/ Maria A. Angelicoussis
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Name: Maria A. Angelicoussis
JOHN Angelicoussis
/s/ John Angelicoussis
-----------------------------------------
Name: John Angelicoussis
Date: March 1, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(1)(xii) Schedule 14D-9. (1)
(a)(1)(xiii) Letter to shareholders of the Company, dated February 27, 2002
(filed as Exhibit (a)(7) to the Schedule 14D-9 filed on February
27, 2002). (1)
(a)(1)(xiv) Opinion of Poseidon Capital Corp., dated February 27, 2002 (filed
as Exhibit (a)(10) and included as Annex A to the Schedule 14D-9
filed on February 27, 2002. (1)
- ---------------
(1) Incorporated by reference to the Schedule 14D-9 filed on February 27, 2002.