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Fribourg Enterprises LP – ‘SC 13D/A’ on 8/1/97 re: Overseas Shipholding Group Inc

As of:  Friday, 8/1/97   ·   Accession #:  950142-97-622   ·   File #:  5-10333

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/01/97  Fribourg Enterprises LP           SC 13D/A               1:10K  Overseas Shipholding Group Inc    Paul Weiss Ri… LLP 01/FA

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 3 to Schedule 13D                        7     26K

Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
4Item 1. Security and Issuer
"Item 2. Identity and Background
5Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of Transaction
"Item 5. Interest in Securities of the Issuer
"Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7. Material to Be Filed as Exhibits 
SC 13D/A1st Page of 7TOC↑TopPreviousNext↓BottomJust 1st
 

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

 (Amendment No. 3)

Overseas Shipholding Group, Inc.
(Name of Issuer)

Common Stock, par value $1 per share
(Title of Class of Securities)

 690368 10 5
(CUSIP Number)

 LAWRENCE G. WEPPLER, ESQ.
 277 Park Avenue
New York, NY 10172
Tel. No.: (212) 207-5455
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
 and Communications)

 July 16, 1996
 (Date of Event which Requires Filing of
 this Statement)

    If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing 
this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. 

  Check the following box if a fee is being paid with the statement [ ].

 Page 1 of 7 Pages


SC 13D/A2nd Page of 7TOC1stPreviousNext↓BottomJust 2nd

CUSIP NO. 690368 10 5                                    PAGE 2 OF 7            

1      NAME OF REPORTING PERSON                                                 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                 

Fribourg Enterprises, LLC                             

2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                  (a) [ ]
                                                                         (b) [X]

3      SEC USE ONLY                                                             

4      SOURCE OF FUNDS                                                          

Not Applicable                                        

5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                 
       PURSUANT TO ITEMS 2(d) or 2(e)                                        [ ]

Not Applicable                                        

6      CITIZENSHIP OR PLACE OF ORGANIZATION                                     

Delaware                                              

7      SOLE VOTING POWER            

NUMBER OF                    2,823,241                              
SHARES                                                            
BENEFICIALLY                                                            
OWNED BY EACH                                                           
REPORTING                                                           
PERSON                                                            
WITH                                                            

8              SHARED VOTING POWER                                

-0-                     

9              SOLE DISPOSITIVE POWER                             

2,823,241               

10             SHARED DISPOSITIVE POWER                           

-0-                     

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             

2,823,241                                             

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    
                                                                             [ ]

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                       

7.8%                                                  

14     TYPE OF REPORTING PERSON                                                 

OO                                                    
------ --------------                                                           


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CUSIP NO. 690368 10 5                                    PAGE 3 OF 7            

1      NAME OF REPORTING PERSON                                                 
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                 

Fribourg Grandchildren Family L.P.                    

2      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                  (a) [ ]
                                                                         (b) [X]

3      SEC USE ONLY                                                             

4      SOURCE OF FUNDS                                                          

Not Applicable                                        

5      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                 
       PURSUANT TO ITEMS 2(d) or 2(e)                                        [ ]

Not Applicable                                        

6      CITIZENSHIP OR PLACE OF ORGANIZATION                                     

Delaware                                              

7      SOLE VOTING POWER            

NUMBER OF                    2,823,241                              
SHARES                                                            
BENEFICIALLY                                                            
OWNED BY EACH                                                           
REPORTING                                                           
PERSON                                                            
WITH                                                            

8              SHARED VOTING POWER                                

-0-                     

9              SOLE DISPOSITIVE POWER                             

2,823,241               

10             SHARED DISPOSITIVE POWER                           

-0-                     

11     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             

2,823,241                                             

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    
                                                                             [ ]

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                       

7.8%                                                  

14     TYPE OF REPORTING PERSON                                                 

PN                                                    
------ --------------                                                           


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CUSIP NO. 690368 10 5                                                PAGE 4 OF 7

      The statement on Schedule 13D dated March 12, 1992 (the "Statement") filed
by Fribourg Enterprises L.P., a Delaware limited partnership ("Fribourg         
Enterprises"), relating to the common stock, par value $1 per share, of Overseas
Shipholding Group, Inc. (the "OSG Common Stock"), a Delaware corporation        
("OSG"), and as amended by Amendment No. 1, dated April 19, 1993, and Amendment 
No. 2, dated October 25, 1996, is hereby amended and restated in its entirety as
follows:                                                                        

ITEM 1.     SECURITY AND ISSUER.                                                

a.    Common Stock, par value $1 per share.                         
b.    Overseas Shipholding Group, Inc.                              
1114 Avenue of the Americas                             
New York, New York 10036                                

ITEM 2.     IDENTITY AND BACKGROUND                                             

a.    Fribourg Grandchildren Family L.P.                            
b.    c/o Fribourg Enterprises, LLC                                 
277 Park Avenue                                         
New York, New York 10172                                
c.    Not applicable.                                               
d.    No.                                                           
e.    No.                                                           
f.    Not applicable.                                               

      The following is the general partner of Fribourg Grandchildren
Family L.P.                                             

aa.   Fribourg Enterprises, LLC                         
bb.   c/o Fribourg Investment Company L.P.              
277 Park Avenue                             
New York, New York 10172                    
cc.   Not applicable.                                   
dd.   No.                                               
ee.   No.                                               
ff.   Not applicable.                                   

      The following are the managing members of Fribourg
Enterprises, LLC                            

                 aaa.  Mary Ann Fribourg, as trustee for each of the following
                      trusts: (1) U/D/T dated 5/31/57 f/b/o Robert Fribourg,
                      (2) U/D/T dated 5/31/57 f/b/o Paul Jules Fribourg, (3)
                     U/D/T dated 5/31/57 f/b/o Nadine Fribourg Newman, (4)
                      U/D/T dated 5/31/57 f/b/o Charles Arthur Fribourg, (5)
                  U/T/A dated 9/16/63 f/b/o Caroline Fribourg Rosen.
bbb.  c/o Fribourg Enterprises, LLC         
277 Park Avenue                 
New York, New York 10172        
ccc.  Not applicable.                       
ddd.  No.                                   
eee.  No.                                   
fff.  Not applicable.                       

                     The following is the trustee for each of the managing
members                         

aaaa. Mary Ann Fribourg         
   bbbb. c/o Fribourg Enterprises, LLC
277 Park Avenue     
    New York, New York 10172


SC 13D/A5th Page of 7TOC1stPreviousNext↓BottomJust 5th

CUSIP NO. 690368 10 5                                                PAGE 5 OF 7

cccc. Not applicable.           
dddd. No.                       
eeee. No                        
ffff. U.S.A.                    

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

Michel Fribourg and Fribourg Investment Company L.P. contributed by 
written instruments of transfer dated March 12, 1992, 1,282,513 and 1,540,728   
shares of the common stock of the issuer, respectively, to Fribourg Enterprises 
L.P., which was converted to Fribourg Enterprises, LLC on July 16, 1997.        
Fribourg Enterprises L.P. contributed by written instruments of transfer dated  
October 25, 1996, 2,823,241 shares of common stock of the issuer to Fribourg    
Grandchildren Family L.P..                                                      

ITEM 4.  PURPOSE OF TRANSACTION                                                 

 With respect to each of the above entities and individual, all of the
shares are held for investment purposes.                                        

ITEM 5INTEREST IN SECURITIES OF THE ISSUER.                                     

   a. With respect to each of the above entities and individual, 2,823,241
shares of OSG Common Stock are beneficially owned, which constitutes            
approximately 7.8% of the issued and outstanding shares.                        

b. Each of the above entities and individual has sole voting and    
dispositive power with respect to the 2,823,241 shares.                         

c. None other than as specified in response to Item 3.              

d. Under the terms of the Amended and Restated Agreement of Limited 
Partnership of Fribourg Grandchildren Family L.P., Fribourg Enterprises, LLC,   
Michel Fribourg, and Mary Ann Fribourg, as Trustee for various trusts on behalf 
of the descendants of Michel Fribourg, have distribution rights with respect to 
the income of the partnership.                                                  

e. Not applicable.                                                  

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                  

Mary Ann Fribourg is the trustee of each of the trusts that are the 
managing members of Fribourg Enterprises, LLC, and as such she exercises        
ultimate control over the transfer and voting of the securities of the issuer   
owned by Fribourg Grandchildren Family L.P. The distribution of profits and     
losses of Fribourg Enterprises, LLC from all sources between Fribourg Investment
Company L.P., Michel Fribourg and the trusts is governed by the terms of the    
Limited Liability Company Agreement of Fribourg Enterprises, LLC dated as of    
July 16, 1997. The distribution of profits and losses of Fribourg Grandchildren 
Family L.P. from all sources, between Fribourg Enterprises, LLC, Michel         
Fribourg, and Mary Ann Fribourg, as Trustee for trusts on behalf of the         
descendants of Michel Fribourg, is governed by the terms of the Amended and     
Restated Agreement of Limited Partnership of Fribourg Grandchildren Family L.P. 
dated October 25, 1996.                                                         

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

See Exhibit A, Joint Filing Agreement.                              


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CUSIP NO. 690368 10 5                                                PAGE 6 OF 7

 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.                                                                        

Dated:  July 29, 1997                                                           

                      FRIBOURG GRANDCHILDREN FAMILY L.P.

                                  By: Fribourg Enterprises, LLC, general partner

             By: /s/ Mary Ann Fribourg
                                     -------------------------------------------
              Mary Ann Fribourg as
                                  Trustee U/D/T dated 5/31/57 f/b/o Robert
                     Fribourg, a Managing Member

             FRIBOURG ENTERPRISES, LLC

             By: /s/ Mary Ann Fribourg
                                     -------------------------------------------
              Mary Ann Fribourg as
                                  Trustee U/D/T dated 5/31/57 f/b/o Robert
                     Fribourg, a Managing Member


SC 13D/ALast Page of 7TOC1stPreviousNext↓BottomJust 7th

CUSIP NO. 690368 10 5                                                PAGE 7 OF 7

 EXHIBIT A

JOINT FILING AGREEMENT

 In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the Schedule  
13D filed herewith and any amendments thereto relating to the acquisition of    
shares of the Common Stock of the Company is filed jointly on behalf of each    
such person.                                                                    

Dated:July  29, 1997                                                            

                      FRIBOURG GRANDCHILDREN FAMILY L.P.

                                  By: Fribourg Enterprises, LLC, general partner

             By: /s/ Mary Ann Fribourg
                                     -------------------------------------------
              Mary Ann Fribourg as
                                  Trustee U/D/T dated 5/31/57 f/b/o Robert
                     Fribourg, a Managing Member

             FRIBOURG ENTERPRISES, LLC

             By: /s/ Mary Ann Fribourg
                                     -------------------------------------------
              Mary Ann Fribourg as
                                  Trustee U/D/T dated 5/31/57 f/b/o Robert
                     Fribourg, a Managing Member

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D/A’ Filing    Date First  Last      Other Filings
Filed on:8/1/974
7/29/9767
7/16/975
10/25/9645
7/16/961
4/19/934
3/12/9245
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