UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

Under The Securities Exchange Act of 1934

(Amendment No. 1)

 

*NAT may be deemed to beneficially own 6,351,613 Common Shares, as defined below, consisting of (i) 6,018,280 Common Shares and (ii) 333,333 Common Shares that are issuable upon the exercise of the Warrant rights, as defined in Schedule 13D filed on December 18, 2014, that have vested at an exercise price of $15.00, as adjusted under the terms of the Warrant.

**Percentage of class calculation is based on 23,119,091 Common Shares which is the sum of 22,785,758 Common Shares outstanding and the 333,333 Common Shares that are issuable upon the exercise of the Warrant rights.  The 22,785,758 Common Shares number reflects the Issuer's outstanding share amount as reported on Form 6-K furnished by the Issuer with the Securities and Exchange Commission (the "Commission") on November 10, 2015.

 

CUSIP NO. Y6366T112

Item 1.  Security and Issuer

This Amendment No. 1 ("Amendment No.1") is being filed by the undersigned to amend the Schedule 13D filed by the Reporting Person (as hereinafter defined) on December 18, 2014 with respect to the common shares, par value $0.01 per share (the "Common Shares") of Nordic American Offshore Ltd., incorporated under the laws of the Republic of the Marshall Islands (the "Issuer).  The address of the principal executive office of the Issuer is Canon's Court, 22 Victoria Street, Hamilton HM EX, Bermuda.

Item 2.  Identity and Background

(a),(f)

The name of the reporting person is Nordic American Tankers Limited, a company incorporated in Bermuda ("NAT") (the "Reporting Person").

(b)	The address of the principal place of business of NAT is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.

(b),(c)

The principal business of NAT is the ownership and chartering of tanker vessels.

The name, citizenship, present principal occupation or employment and business address of each executive officer and director of NAT is set forth below.  If no business address is given, the director's or executive officer's address is LOM Building, 27 Reid Street, Hamilton HM 11, Bermuda.

 

(d),(e)

None of the Reporting Persons nor any manager or executive officer of the Reporting Persons, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

Item 4.  Purpose of Transaction

The information contained in Item 3 is incorporated by reference.

 

Other than as described above, there are no material changes from the Schedule 13D filed with the Commission on December 18, 2014.

Item 5.  Interest in Securities of the Issuer

(a)-(d)

As of the date hereof, NAT may be deemed to be the beneficial owner of 6,351,613 Common Shares, constituting 27.4% of the Common Shares, based upon 23,119,091 Common Shares outstanding.  NAT has the sole power to vote or direct the vote of 6,351,613 Common Shares.  NAT has the sole power to dispose or direct the disposition of 6,351,613 Common Shares.

(e)

N/A

 

Other than as described above there are no material changes from the Schedule 13D filed with the Commission on December 18, 2014.

 

SIGNATURES

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.

 

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

Nordic American Tankers Limited (NYSE:NAT) Increased ownership in Nordic American Offshore Ltd.

Hamilton, Bermuda, November 12, 2015

Nordic American Tankers Limited ("NAT") announced that it has today entered into an agreement to purchase 1,521,300 shares in Nordic American Offshore Ltd. ("NAO"), increasing the NAT shareholding in NAO from 4,496,980 to 6,018,280 shares or from 19.8% to 26.5% ownership, which was the NAT ownership in NAO when the latter company was established in the autumn of 2013 and listed on the Oslo OTC (over-the-counter) exchange. The NAO shares were bought in a private transaction effective November 12, 2015 at price of $6.25 per share, in total $9.5m. NAO has 22,729,797 shares outstanding.

NAO was listed on the New York Stock Exchange June 12, 2014 and owns now 10 platform supply vessels of which two are newbuildings to be delivered in 2016. The NAO 3Q2015 earnings report was published November 9, 2015. NAO is fully financed up to early 2020.

NAT Chairman & CEO, Herbjorn Hansson, commented: "This transaction is an evidence of our belief in the NYSE listed Nordic American Offshore Ltd. which is built on the same strategic principles as NAT."

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "will," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies, general market conditions, including fluctuations in charter rates and vessel values, changes in demand in the tanker market, as a result of changes in OPEC's petroleum production levels and world wide oil consumption and storage, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hires and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, including the prospectus and related prospectus supplement, our Annual Report on Form 20-F, and our reports on Form 6-K.

Contacts:

Jan H. A. Moller,

Head of Investor Relations & Financial Manager

Nordic American Tankers Limited

Tel: +47 33 42 73 00 or +47 90 11 53 75

Turid M. Sørensen, CFO & EVP

Nordic American Tankers Limited

Tel: +47 33 42 73 00 or +47 90 57 29 27

Rolf Amundsen, Advisor

Nordic American Tankers Limited

Tel: +1 800 601 9079 or + 47 908 26 906

Gary J. Wolfe

Seward & Kissel LLP, New York, USA

Tel: +1 212 574 1223