SEC Form SC 13D/A filed by Overseas Shipholding Group Inc. (Amendment)
$OSG
Marine Transportation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
(Amendment No. 5)
Overseas Shipholding Group, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
69036R863
(CUSIP Number)
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c/o Saltchuk Resources, Inc.
450 Alaskan Way South, Suite 708
Seattle, Washington 98104
(206) 652-1111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 25, 2024
(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including
all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
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*
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The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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Name of Reporting Person
Saltchuk Resources, Inc.
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2
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Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds
WC, BK, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of Organization
Washington
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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Sole Voting Power
15,203,554
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
15,203,554
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Reporting Person
15,203,554
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
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13
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Percent of Class Represented by Amount in Row (11)
21.0%1
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14
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Type of Reporting Person
CO
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____________________
1 Calculated based on 72,371,476 shares of Class A common stock, $0.01 par value per share (the “Common Stock”), of Overseas Shipholding Group,
Inc. (the “Issuer”), outstanding as of November 2, 2023, comprised of 72,371,476 shares of Common Stock, and excluding penny warrants exercisable for 809,575 shares of Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q, as
filed with the Securities and Exchange Commission on November 6, 2023.
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1
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Name of Reporting Person
Saltchuk Holdings, Inc.
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2
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Check the Appropriate Box if a Member of a Group
(a) ☒ (b) ☐
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3
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SEC Use Only
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4
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Source of Funds
WC, BK, OO
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5
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Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6
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Citizenship or Place of Organization
Washington
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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7
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Sole Voting Power
15,203,554
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8
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Shared Voting Power
0
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9
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Sole Dispositive Power
15,203,554
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10
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Shared Dispositive Power
0
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11
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Aggregate Amount Beneficially Owned by Reporting Person
15,203,554
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12
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
☐
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13
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Percent of Class Represented by Amount in Row (11)
21.0%2
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14
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Type of Reporting Person
HC
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____________________
2 Calculated based on 72,371,476 shares of Common Stock of the Issuer, outstanding as of November 2, 2023, comprised of 72,371,476 shares of Common
Stock, and excluding penny warrants exercisable for 809,575 shares of Common Stock, as reported in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2023.
The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as
specifically set forth herein.
Item 2. Identity and Background.
Item 2 is hereby amended by deleting Schedules I and II referenced therein and replacing it with Schedules I and II
included with this Amendment.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
The Reporting Persons anticipate that approximately $6.25 per share will be expended in acquiring all of the outstanding shares of Common Stock of the Issuer not already owned by the Reporting Persons. It is
anticipated that the acquisition of the shares would be funded through a combination of equity capital of the Reporting Persons and funds available under the Reporting Persons’ credit facilities. The Reporting Persons plan to retain or
refinance Issuer’s existing debt.
Item 4. Purpose of the Transaction.
Item 4 is hereby amended and supplemented by the following:
On January 25, 2024 the board of directors of Saltchuk Holdings authorized management to renew discussions with the Issuer regarding a possible acquisition of its
outstanding common stock. On January 26, 2024, Saltchuk Holdings delivered a preliminary, non-binding letter (the “Proposal”) to the board of directors of the Issuer proposing to acquire all of the outstanding shares of common stock of the
Issuer (including any shares issuable upon exercise of outstanding options, warrants, or other exercisable securities) not already owned by the Reporting Persons for $6.25 per share.
The transaction contemplated by the Proposal would be subject to customary closing conditions and requisite regulatory approvals, as set forth in definitive
transaction documents.
If the transaction contemplated by the Proposal were consummated, the Common Stock of the Issuer would be eligible for termination of registration under the
Securities Exchange Act of 1934 and delisting from the New York Stock Exchange.
No assurance may be given that any definitive agreement will be entered into, that the transaction contemplated by the Proposal will be consummated, or that a
transaction will be consummated on the terms set forth in the Proposal. No legally binding obligation with respect to a transaction between the Reporting Persons or their affiliates and the Issuer will exist unless and until mutually acceptable
definitive documentation has been executed and delivered. The Reporting Persons may modify or withdraw the Proposal at any time and for any reason.
The description of the Proposal in this Item 4 is not intended to be complete and is qualified in its entirety by reference to the Proposal, a copy of which is
attached hereto as Exhibit B and incorporated herein by reference.
The transaction contemplated by the Proposal may result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including
an extraordinary corporate transaction involving the Issuer and a change in the present board of directors or management of the Issuer. Except as described in this Item 4, the Reporting Persons have no plans or proposals which relate to or would
result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other plans or proposals regarding the Issuer, or any other actions that could
involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Each of Item 5(a), (b) and (c) is hereby amended and restated in its entirety as follows:
(a) The Reporting Persons may be deemed to beneficially own 15,203,554 shares of Common Stock of the Issuer. Based upon information contained
in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 6, 2023, the shares of Common Stock deemed to be beneficially owned by the Reporting Persons constitute approximately 21.0% of the
issued and outstanding shares of Common Stock of the Issuer. Except as disclosed herein, none of the Reporting Persons or, to their knowledge, any of the persons listed in Schedule I or II hereto, beneficially owns any shares of the Issuer or has
the right to acquire any shares of the Issuer.
(b) The Reporting Persons have sole voting power and sole dispositive power with respect to the 15,203,554 shares of Common Stock.
(c) None of the persons listed on Schedule I or II hereto have effected transactions in the Common Stock of the Issuer within the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Item 6 of the Original Schedule 13D is hereby amended and supplemented by the following:
The description under Item 4 is incorporated herein by reference in its entirety.
Item 7. Material to be Filed as Exhibits.
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A.
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B.
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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.
Dated: January 26, 2024
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SALTCHUK RESOURCES, INC.
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/s/ Jerald W. Richards
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By: Jerald W. Richards
Title: Senior Vice President, Chief Financial
Officer & Assistant Secretary
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SALTCHUK HOLDINGS, INC.
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/s/ Jerald W. Richards
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By: Jerald W. Richards
Title: Senior Vice President, Chief Financial
Officer & Assistant Secretary
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Schedule I
SALTCHUK HOLDINGS, INC.
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Executive Officers
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Name
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Position with Reporting Person
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Citizenship
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Principal Occupation and Address
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Mark N. Tabbutt
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President and Chairman; Director
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United States
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*
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Jerald W. Richards
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Senior Vice President, Chief Financial Officer & Assistant Secretary
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United States
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*
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David R. Stewart
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Senior Vice President, General Counsel, Chief Ethics Officer & Secretary
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United States
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*
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Colleen Rosas
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Senior Vice President Human Resources
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United States
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*
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Brian Reid
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Vice President, Controller & Assistant Treasurer
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United States
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*
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Christopher A. Coakley
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Vice President of Government Affairs
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United States
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*
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Elizabeth Joy
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Vice President, Finance & Treasurer
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United States
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*
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Directors
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Name
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Position with Reporting Person
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Citizenship
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Principal Occupation and Address
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Scott Anderson
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Director
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United States
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Private Investor & Board Member †
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Timothy B. Engle
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Director
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United States
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**
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Daniel Stuart Fulton
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Director
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United States
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Retired CEO of Weyerhaeuser Company, a forest products company†
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Leslie Paul Goldberg
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Director
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United States
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Business Consultant & Board Member†
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Brandon Pedersen
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Director
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United States
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Retired Chief Financial Officer of Alaska Airlines, an airline †
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Susan Mullaney
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Director
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United States
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Senior Advisor, The Boston Consulting Group †
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Nicole Piasecki
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Director
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United States
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Retired Vice President and General Manager of the Propulsion Systems Division of Boeing, a commercial aircraft company †
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Mark Sterrett
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Director
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United States
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Principal at Makai Advisory LLC, a financial advisory firm †
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Denise G. Tabbutt
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Director
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United States
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**
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Mark N. Tabbutt
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President and Chairman; Director
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United States
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*
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* The present principal occupation for each of these individuals is executive officer of the Reporting Persons and the business address for each of these individuals is c/o
Saltchuk Holdings, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104.
** The present principal occupation for each of these individuals is director of the Reporting Person and the business address for each of these individuals is c/o Saltchuk
Holdings, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104.
† The business address for each of these indivduals is c/o Saltchuk Holdings, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104.
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Schedule II
SALTCHUK RESOURCES, INC.
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Directors and
Executive Officers
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Name
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Position with Reporting Person
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Citizenship
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Principal Occupation and Address
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Mark N. Tabbutt
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President and Chairman; Director
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United States
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*
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Jerald W. Richards
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Senior Vice President, Chief Financial Officer & Assistant Secretary; Director
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United States
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*
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David R. Stewart
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Senior Vice President, General Counsel, Chief Ethics Officer & Secretary; Director
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United States
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*
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Colleen Rosas
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Senior Vice President Human Resources; Director
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United States
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*
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Brian Reid
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Vice President, Controller & Assistant Treasurer
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United States
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*
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Christopher A. Coakley
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Vice President of Government Affairs
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United States
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*
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Elizabeth Joy
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Vice President, Finance & Treasurer
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United States
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*
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* The present principal occupation for each of these individuals is executive officer of the Reporting Persons and the business address for each of these individuals is c/o Saltchuk
Resources, Inc., 450 Alaskan Way South, Suite 708, Seattle, Washington 98104.