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Section 1: 8-K (FORM 8-K)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

April 10, 2017

Date of Report (Date of earliest event reported)

 

Overseas Shipholding Group, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-06479   13-2637623
(State of Incorporation)   (Commission File
Number)
  (IRS Employer
Identification No.)

 

Two Harbor Place
302 Knights Run Avenue, Suite 1200
Tampa, Florida 33602
 
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (813) 209-0600

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Section 4 – Matters Related to Accountants and Financial Statements

 

Item 4.01Changes in Registrant’s Certifying Accountant.

 

The Audit Committee (the “Audit Committee”) of the Board of Directors of Overseas Shipholding Group, Inc. (the “Company”) conducted a comprehensive, competitive process to determine the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2017. The Audit Committee invited several accounting firms to participate in the process, including the Company’s current independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”). On April 10, 2017, the Audit Committee dismissed PwC as the Company’s independent registered public accounting firm and approved the engagement of Ernst & Young LLP (“EY”).

 

PwC’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

 

During the fiscal years ended December 31, 2016 and 2015, and the subsequent interim period through April 10, 2017, there were (i) no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided PwC with a copy of disclosures it is making in this Form 8-K and requested that PwC furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements above. A copy of PwC’s letter dated April 13, 2017 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

In deciding to engage EY, the Audit Committee reviewed auditor independence and existing commercial relationships with EY, and concluded that EY has no commercial relationship with the Company that would impair its independence. During the fiscal years ended December 31, 2016 and 2015, and during the subsequent interim period through April 10, 2017, neither the Company nor anyone acting on its behalf has consulted with EY on any of the matters or events set forth in Item 304(a)(2) of Regulation S-K.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
16.1   Letter from PricewaterhouseCoopers LLP.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  OVERSEAS SHIPHOLDING GROUP, INC.
  (Registrant)
     
Date:  April 13, 2017 By: /s/ Susan Allan
    Susan Allan
    Vice President, General Counsel and Corporate Secretary

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.   Description
16.1   Letter from PricewaterhouseCoopers LLP.

 

 

 

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Section 2: EX-16.1 (EXHIBIT 16.1)

 

Exhibit 16.1

 

 

April 13, 2017

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Commissioners:

 

We have read the statements made by Overseas Shipholding Group, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Overseas Shipholding Group, Inc. dated April 10, 2017. We agree with the statements concerning our Firm in such Form 8-K.

 

Very truly yours,

 

/s/PricewaterhouseCoopers LLP

 

  PricewaterhouseCoopers LLP, PricewaterhouseCoopers Center, 300 Madison Avenue, New York, NY 10017
  T: (646) 471 3000, F: (813) 286 6000, www.pwc.com/us

 

 

 

 

 

Section 4 – Matters Related to Accountants and Financial Statements

 

Item 4.01Changes in Registrant’s Certifying Accountant.

 

The Audit Committee (the “Audit Committee”) of the Board of Directors of Overseas Shipholding Group, Inc. (the “Company”) conducted a comprehensive, competitive process to determine the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2017. The Audit Committee invited several accounting firms to participate in the process, including the Company’s current independent registered public accounting firm, PricewaterhouseCoopers LLP (“PwC”). On April 10, 2017, the Audit Committee dismissed PwC as the Company’s independent registered public accounting firm and approved the engagement of Ernst & Young LLP (“EY”).

 

PwC’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2016 and 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

 

During the fiscal years ended December 31, 2016 and 2015, and the subsequent interim period through April 10, 2017, there were (i) no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto in their reports on the consolidated financial statements for such years, and (ii) no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided PwC with a copy of disclosures it is making in this Form 8-K and requested that PwC furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements above. A copy of PwC’s letter dated April 10, 2017 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

 

 

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