POS AM 1 formposam.htm GENERAL MARITIME CORPORATION POS AM 12-20-2011 formposam.htm
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