UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Navios Maritime Holdings Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
029107823
--------------------------------------------------------------------------------
(CUSIP Number)
Golden Ocean Group Limited
Par-La-Ville Place
14 Par-La-Ville Road
Hamilton HM 08
Bermuda
(441)295-6935
With a copy to:
Gary J. Wolfe, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 2008
--------------------------------------------------------------------------------
(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
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box [ ].
*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
of1934 ("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).
CUSIP NO. 029107823 SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Golden Ocean Group Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda
--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF ------------------------------------------------------------
SHARES 8. SHARED VOTING POWER 5,275,145
BENEFICIALLY
OWNED BY EACH -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,275,145
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,275,145
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
--------------------------------------------------------------------------------
CUSIP NO. 029107823 SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Hemen Holding Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* AF
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus
--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER 5,275,145
BENEFICIALLY
OWNED BY EACH -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,275,145
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,275,145
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
--------------------------------------------------------------------------------
CUSIP NO. 029107823 SCHEDULE 13D
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON John Fredriksen
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [x]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS* OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Cyprus
--------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -------------------------------------------------------------
SHARES 8. SHARED VOTING POWER 5,275,145
BENEFICIALLY
OWNED BY EACH -------------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-------------------------------------------------------------
10. SHARED DISPOSITIVE POWER 5,275,145
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,275,145
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.2%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
--------------------------------------------------------------------------------
CUSIP NO. 029107823 SCHEDULE 13D
--------------------------------------------------------------------------------
Item 1. Security and Issuer
This Schedule 13D relates to shares of common stock (the "Common Stock") of
the Issuer. The principal executive office and mailing address of the Issuer is
85 Akti Miaouli Street, Piraeus, Greece 185 38.
--------------------------------------------------------------------------------
Item 2. Identity and Background
This Schedule 13D is being filed on behalf of:
(i) Golden Ocean Group Limited, a Bermuda corporation ("Golden Ocean");
(ii) Hemen Holding Limited, a Cyprus holding company ("Hemen"); and
(iii) John Fredriksen, a Cyprus citizen ("Mr. Fredriksen").
Golden Ocean, Hemen and Mr. Fredriksen are collectively referred to as the
"Reporting Persons."
Hemen is the principal shareholder of Golden Ocean. Mr. Fredriksen
indirectly controls Hemen and is the Chairman, Chief Executive Officer,
President and a Director of Golden Ocean.
(a, b, c) (i) The address of Golden Ocean's principal place of business is
Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda. The principal
business of Golden Ocean is the international seaborne transportation of dry
bulk cargoes. 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 executive officer and director of Golden
Ocean is set forth below. Unless otherwise indicated, the present principal
occupation of each person is with Golden Ocean. If no business address is given,
the director's or executive officer's address is Par-La-Ville Place, 14
Par-La-Ville Road, Hamilton HM 08, Bermuda.
John Fredriksen Chairman, Chief Executive Mr. Fredriksen is a citizen of Cyprus. Mr.
Officer and President Fredriksen's present principal occupation is
the Chairman, Chief Executive Officer and
President of Frontline Ltd., a Bermuda company,
and his principal business address is c/o
Frontline Ltd., 4th, 14 Par-la-Ville Road,
Hamilton HM 08, Bermuda.
Tor Olav Troim Vice President and Director Mr. Troim is a citizen of Norway. Mr. Troim's
principal business address is c/o Ship Finance,
14 Par-la-Ville Road, Hamilton HM 08, Bermuda.
Mr. Troim also serves as a Director of Ship Finance
International Limited, an international
shipping company.
Kate Blankenship Director Ms. Blankenship is a citizen of the United
Kingdom. Ms. Blankenship's principal business
address is c/o Frontline Ltd., 4th Floor,
Par-la-Ville Place, 14 Par-la-Ville Road,
Hamilton HM 08, Bermuda. Ms. Blankenship also
serves as a Director of Frontline Ltd., Golar
LNG Ltd., Ship Finance International Limited
and Knightsbridge Tankers Limited.
Hans Christian Borresen Director Mr. Borresen is a citizen of Norway. Mr.
Borresen's present principal occupation is the
managing director of Ring Eindomsmegling, a
real estate broking company and his principal
business address is Christian Frederiks plass
4, 0154 Oslo, Norway.
Herman Billung Chief Executive Officer of Mr. Billung is a citizen of Norway. Golden
Golden Ocean Management AS Ocean Management AS is a wholly owned
subsidiary of Golden Ocean, and its principal
business is the commercial management of Golden
Ocean's shipowning subsidiaries, including
chartering and insurance. Golden Ocean's
principal addresses are Bryggegata 3,
P.O.Box 2005-Vika 0125 Oslo, Norway.
Geir Karlsen Chief Financial Officer of Mr. Karlsen is a citizen of Norway. Golden
Golden Ocean Management AS Ocean Management AS is a wholly owned
subsidiary of Golden Ocean, and its principal
business is the commercial management of Golden
Ocean's shipowning subsidiaries, including
chartering and insurance. Golden Ocean's
principal addresses are Bryggegata 3,
P.O.Box 2005-Vika
0125 Oslo, Norway.
(ii) The address of Hemen's principal place of business is c/o Seatankers
Management Co. Ltd., P.O. Box 53562, CY3399 Limassol, Cyprus. The principal
business of Hemen 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 Hemen's director is set forth below. Hemen does not have any
executive officers.
Dimitris Hannas Director Mr. Hannas is a citizen of Cyprus. Mr. Hannas'
principal business address is Deana Beach
Apartments, Block 1, 4th Floor, Promachon
Eleftherias Street, Ayios Athanasios, CY - 4103
Limassol, Cyprus.
Kyriakos Kazamias Director Mr. Kazamias' principal business address is
Deana Beach Apartments, Block 1, 4th Floor,
Promachon Eleftherias Street,
Ayios Athanasios, CY - 4103 Limassol, Cyprus.
Mr. Kazamias is a citizen of Cyprus.
Costas Pallaris Director Mr. Pallaris' principal business address is
Deana Beach Apartments, Block 1, 4th Floor,
Promachon Eleftherias Street,
Ayios Athanasios, CY - 4103 Limassol, Cyprus.
Mr. Pallaris is a citizen of Cyprus.
(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.
Mr. Fredriksen's principal business address is c/o Frontline Ltd., 4th Floor,
Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton HM 08, Bermuda. (d, e) To the
best knowledge of the Reporting Persons, none of the entities or persons
identified in this Item 2 have 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.
--------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the purchases of 5,275,145 shares (the "Shares") of
Common Stock held in the account of Golden Ocean was $48,052,151, representing
the working capital of Golden Ocean.
None of the other persons named in response to Item 2 hold any shares of
Common Stock in their accounts.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction
The Reporting Persons have acquired their Shares of the Issuer for
investment.
The Reporting Persons evaluate their investment in the Shares on a
continual basis. The Reporting Persons have no plans or proposals as of the date
of this filing which, other than as expressly set forth below, relate to, or
would result in, any of the actions enumerated in Item 4 of the instructions to
Schedule 13D.
The Reporting Persons reserve the right to 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.
The Reporting Persons reserve the right to effect transactions that would
change the number of shares they 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) According to the Issuer's Report on Form 6-K furnished to the U.S.
Securities and Exchange Commission on November 18, 2008, there were 100,816,958
shares of issued and outstanding common stock of the Issuer as of the date
thereof. Based on such information, the Reporting Person reports beneficial
ownership of the following shares of Common Stock:
Golden Ocean may be deemed to beneficially own 5,275,145 shares of Common
Stock, representing approximately 5.2% of the outstanding shares of Common Stock
of the Issuer. Frontline has the sole power to vote 0 shares of Common Stock and
the shared power to vote 5,275,145 shares of Common Stock. Golden Ocean has the
sole power to dispose of 0 shares of Common Stock and the shared power to
dispose of 5,275,145 shares of Common Stock.
Hemen may be deemed to beneficially own 5,275,145 shares of Common Stock,
representing approximately 5.2% of the outstanding shares of Common Stock of the
Issuer. Hemen has the sole power to vote 0 shares of Common Stock and the shared
power to vote 5,275,145 shares of Common Stock. Hemen has the sole power to
dispose of 0 shares of Common Stock and the shared power to dispose of 5,275,145
shares of Common Stock.
Mr. Fredriksen may be deemed to beneficially own 5,275,145 shares of Common
Stock, representing approximately 5.2% of the outstanding shares of Common Stock
of the Issuer. Mr. Fredriksen has the sole power to vote 0 shares of Common
Stock and the shared power to vote 5,275,145 shares of Common Stock. Mr.
Fredriksen has the sole power to dispose of 0 shares of Common Stock and the
shared power to dispose of 5,275,145 shares of Common Stock.
None of the other persons named in response to Item 2 have the sole power
to vote or to direct the vote, the shared power to vote or direct the vote, the
sole power to dispose or to direct the disposition of the shares of Common Stock
that are the subject of this Statement.
(c) Exhibit B annexed hereto lists all transactions not previously reported
in the shares of Common Stock during the past sixty days by the Reporting
Persons. All of such transactions were effected through authorized brokers by
Golden Ocean. None of the other Reporting Persons, and to the best of the
Reporting Person's knowledge, none of the other persons named in response to
Item 2, were involved in any transactions in shares of Common Stock during the
past sixty days.
(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 Issuer's Common Stock beneficially owned by the Reporting Persons.
(e) Not Applicable.
--------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Not Applicable.
--------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits
Exhibit A - Joint Filing Undertaking.
Exhibit B - Transactions in the Common Stock by Golden Ocean Group Limited.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 1, 2008
Golden Ocean Group Limited
By: /s/ Herman Billung
------------------------
Name: Herman Billung
Title: Acting Principal Executive Officer
HEMEN HOLDING LIMITED
By: /s/ Dimitris Hannas
------------------------
Name: Dimitris Hannas
Title: Director
JOHN FREDRIKSEN
By: /s/ John Fredriksen
-------------------
Name: John Fredriksen
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby executes this agreement
as an exhibit to this Schedule 13D with respect to the shares of Common Stock of
Navios Maritime Holdings Inc. 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 jointly on behalf of
each such party.
Dated: December 1, 2008
Golden Ocean Group Limited
By: /s/ Herman Billung
------------------------
Name: Herman Billung
Title: Acting Principal Executive Officer
HEMEN HOLDING LIMITED
By: /s/ Dimitris Hannas
------------------------
Name: Dimitris Hannas
Title: Director
JOHN FREDRIKSEN
By: /s/ John Fredriksen
-------------------
Name: John Fredriksen
Exhibit B
TRANSACTIONS IN THE COMMON STOCK BY GOLDEN OCEAN GROUP LIMITED
Date of Number of Shares
Transaction Purchased/(Sold) Price per Share
----------- --------------- ---------------
November 26, 2008 1,000 $1.51
SK 25875 0003 920236