UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

 

 

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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  

 

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

 

* 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.

 

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 (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Act (however, see the Notes).

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* Mr. Fredriksen may be deemed to beneficially own 1,755,080 shares of common stock, par value $1.00 per share (the "Common Shares"), of Golar LNG Limited through his indirect influence over World Shipholding Limited and Greenwich Holdings Ltd., the shares of which are indirectly held in trusts (the "Trusts"). The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family. Mr. Fredriksen disclaims beneficial ownership of the 1,755,080 Common Shares except to the extent of his voting and dispositive interests in such Common Shares. Mr. Fredriksen has no pecuniary interest in the 1,755,080 Common Shares.

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Explanatory Note

The purpose of this Amendment No. 3 to the Schedule 13D is to report that on September 10, 2014 World Shipholding Ltd. consummated the sale of 32,000,000 Common Shares of the Issuer, pursuant to the Underwriting Agreement, dated  September 5, 2014, by and among the Issuer, World Shipholding and Merrill Lynch, Pierce, Fenner & Smith Incorporated,  Citigroup Global Markets Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC and RS Platou Markets AS, as representatives of the several Underwriters named in Schedule I thereto (the "Underwriting Agreement"), which is further described in Item 6 herein.

Item 1.  Security and Issuer.

This Schedule 13D relates to the shares of common stock, par value $0.01 per share, (the "Common Shares") of Golar LNG Limited, a Bermuda corporation (the "Issuer").  The principal executive office and mailing address of the Issuer is Par-La-Ville place, 14 Par-La-Ville Road, Hamilton HM 08 Bermuda.

Item 2.  Identity and Background

This Schedule 13D is being filed on behalf of:

(i) World Shipholding Limited, a Liberia corporation ("World Shipholding"); (ii) Greenwich Holdings Limited, a Cyprus holding company ("Greenwich"); (iii) John Fredriksen, a Cyprus citizen ("Mr. Fredriksen"); and (iv) C.K. Limited, a Jersey company.  World Shipholding, Greenwich, Mr. Fredriksen and C.K. Limited are collectively referred to as the "Reporting Persons."

The total Common Shares reported as beneficially owned by each of Greenwich, Mr. Fredriksen and C.K. Limited include the Common Shares reported as beneficially owned by World Shipholding.  Greenwich is the sole shareholder of World Shipholding.  Prior to the consummation of the transactions described herein, World Shipholding was the the principal shareholder of the Issuer.  Mr. Fredriksen is the Chairman and President of the Issuer and may be deemed indirectly to have influence over Greenwich and World Shipholding, the shares of which are indirectly held in Trusts.  The beneficiaries of the Trusts are certain members of Mr. Fredriksen's family.  C.K. Limited also indirectly controls Greenwich and World Shipholding and is the trustee of the Trusts.

(a., b., c. and f.) (i) The address of World Shipholding's principal place of business is P.O. Box 53562, CY3399 Limassol, Cyprus. The principal business of World Shipholding is acting as an investment holding company. The name, citizenship, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of World Shipholding's director is set forth below. World Shipholding does not have any executive officers.

(ii) The address of Greenwich's principal place of business is P.O. Box 53562, CY3399 Limassol, Cyprus. The principal business of Greenwich is acting as an investment holding company. The name, citizenship, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of Greenwich's director is set forth below. Greenwich does not have any executive officers.

(iii) Mr. Fredriksen is a citizen of Cyprus and his present principal occupation is as Chairman, Chief Executive Officer, President and a Director of Frontline Ltd. Mr. Fredriksen's principal business address is c/o Seatankers Co. Ltd., P.O. Box 53562 CY3399, Limassol Cyprus.

(iv) The address of C.K. Limited's principal place of business is 13 Castle Street, St Helier, Jersey JE4 5UT. The principal business of C.K. Limited is acting as trustee of the Trusts. The name, citizenship, present principal occupation and the name, principal business and address of any corporation or other organization in which such employment is conducted of each director is set forth below. C.K. Limited does not have any executive officers.

(d. and e.) To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2, has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor 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.

 

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Item 3.  Sources and Amount of Funds or Other Consideration

The source of funds for the purchases of 31,203,900 Common Shares previously held in the account of World Shipholding was $182.9 million, representing a portion of the working capital of World Shipholding and borrowings under loan agreements with companies affiliated with World Shipholding.

Pursuant to an agreement between the Issuer and World Shipholding dated April 26, 2011 (the "Subscription Agreement"), the Issuer agreed to acquire from World Shipholding 33,540,153 common shares of Golar LNG Energy Limited in exchange for 5,551,180 Common Shares.  These Common Shares were issued to World Shipholding on June 8, 2011.  No additional consideration was paid for these Common Shares.

None of the other persons named in response to Item 2 hold any Common Shares in their accounts.

Item 4.  Purpose of Transaction

The information contained in Item 3 above is incorporated herein by reference.  The acquisition of the Common Shares as described under Item 3 is solely for investment purposes.  The Reporting Persons evaluate their investments in the Common Shares on continual basis.

The Reporting Persons have no plans or proposals as of the date of this filing which, other than as set forth below, relate to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D.

 

Mr. John Fredriksen, the Chairman and President of the Issuer, may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.  In addition, certain Reporting Persons may be in contact with members of the Issuer's management, the members of the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to increase shareholder value.

As previously disclosed by the Issuer, it is expected that John Fredriksen will retire from the Issuer's Board of Directors. 

 

The Reporting Persons reserve the right to effect transactions that would change the number of Common Shares it may be deemed to beneficially own. The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to the Issuer's management, the Issuer's Board of Directors, the Issuer's shareholders and others.

Item 5.  Interest in Securities of the Issuer.

(a.) – (b.) The aggregate number and percentage of Common shares beneficially owned by the Reporting Persons (on the basis of a total of 93,279,771 Common Shares issued and outstanding as of September 5, 2014) are as follows:

World Shipholding

Greenwich

Mr. Fredriksen

 

C.K. Limited

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(c.) To the best knowledge of the Reporting Persons, no transactions were effected by the persons enumerated in Item 2 during the past 60 days other than the transactions described herein.

 

(d.) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Common shares beneficially owned by the Reporting Persons.

 

(e.) On September 10, 2014, in connection with the consummation of the sale by World Shipholding of 32,000,000 Common Shares of the Issuer pursuant to the Underwriting Agreement, the Reporting Persons ceased to be the beneficial owners of more than five percent of the Common Shares.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On September 10, 2014, World Shipholding consummated the sale of 32,000,000 Common Shares of the Issuer pursuant to the Underwriting Agreement, which is Exhibit B hereto and the terms of which are incorporated by reference herein.

To the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 with respect to any securities of the Golar LNG Limited.

Item 7.  Material to be Filed as Exhibits.

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SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

September 12, 2014

*The Reporting Person disclaims beneficial ownership in the Common shares reported herein except to the extent of his voting and dispositive interests therein. In addition, the Reporting Person has no pecuniary interest in the Common shares reported herein.

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Exhibit A

JOINT FILING AGREEMENT

The undersigned, being duly authorized thereunto, hereby executes this agreement as an exhibit to this Schedule 13D/A with respect to the securities of Golar LNG Limited to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D/A jointly on behalf of each such party.

September 12, 2014