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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


SCHEDULE TO
(Rule 14d-100)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934


OSG AMERICA L.P.
(Name of Subject Company (Issuer))


OSG BULK SHIPS, INC.
(Offeror)
a wholly owned subsidiary of

OVERSEAS SHIPHOLDING GROUP, INC.,
(Names of Filing Persons)

Common Units representing limited partner interests
(Title of Class of Securities)

671028108
(CUSIP Number of Class of Securities)

James I. Edelson
General Counsel & Secretary
Overseas Shipholding Group, Inc.
666 Third Avenue, New York, New York 10017
(212) 953-4100
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Gary L. Sellers, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Ave.
New York, NY 10017
(212) 455-2695

CALCULATION OF FILING FEE:

 
Transaction Valuation(1)
  Amount of Filing Fee(2)
 
$71,791,676.50   $4,005.98
 
1
The transaction valuation is estimated solely for purposes of calculating the fee only. The calculation assumes the purchase of all of the issued and outstanding common units of OSG America L.P. not beneficially owned by Overseas Shipholding Group, Inc. at a purchase price of $10.25 per unit in cash. Accordingly, the calculation assumes the purchase of 7,004,066 common units.

2
The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #5 for Fiscal Year 2009, issued March 11, 2009. The fee equals $55.80 per one million dollars of transaction value.
o
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:       Filing Party:    
Form or Registration No.:       Date Filed:    
o
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

ý
third-party tender offer subject to Rule 14d-1

o
issuer tender offer subject to Rule 13e-4

ý
going-private transaction subject to Rule 13e-3

o
amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

        This Tender Offer Statement and Rule 13e-3 Transaction Statement filed under cover of Schedule TO (as amended and supplemented, this "Schedule TO") by Overseas Shipholding Group, Inc., a Delaware corporation ("Parent"), and OSG Bulk Ships, Inc., a New York corporation ("OSG Bulk" and, together with Parent, "OSG"), relates to the offer by OSG Bulk to purchase common units ("Units") of OSG America L.P., a Delaware limited partnership (the "Partnership"), at a price of $10.25 per Unit in cash, subject to the conditions set forth in the Offer to Purchase dated November 5, 2009 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" and, together with the Offer to Purchase, as each may be supplemented or amended from time to time, the "Offer"). Copies of the Offer to Purchase and the Letter of Transmittal are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Offer to Purchase. The information set forth in the Offer to Purchase, including all schedules thereto, is hereby expressly incorporated by reference in response to all items of this Schedule TO, including, without limitation, all of the information required by Schedule 13E-3 that is not included in or covered by the items in Schedule TO and is supplemented by the information specifically provided herein.

        All capitalized terms used but not defined in this Schedule TO without definition have the meanings ascribed to them in the Offer to Purchase.

Item 4.    Terms of the Transaction.

        (a)   Reference is made to the information set forth in the Offer to Purchase under "Summary Term Sheet", "Special Factors—Reasons for the Offer", "Material Federal Income Tax Matters" and "The Offer", which is incorporated herein by reference.

Item 6.    Purposes of the Transaction and Plans or Proposals.

        (a) and (c)(1) through (7)    Reference is made to the information set forth in the Offer to Purchase under "Special Factors—Reasons for the Offer"; "—Effects of the Offer", and "—Future Plans and Proposals" and which is incorporated herein by reference.

Item 7.    Sources of Funds or Other Consideration

        (a)-(b) and (d)    The information set forth under "The Offer—Section 9. Source of Funds" in the Offer to Purchase is incorporated herein by reference.

Item 10.    Financial Statements.

        (a)   Financial statements for the offeror are not material because the consideration offered consists solely of cash, the offer is not subject to any financing condition and the Offer is for all outstanding securities of the subject class.

        (b)   Pro forma financial information of the offeror is not material to the Offer.

        (c)   Not applicable.

Item 11.    Additional Information.

        (a)   The information set forth under "The Offer—Section 12. Certain Legal Matters" in the Offer to Purchase is incorporated herein by reference.

        (b)   The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

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Item 12.    Exhibits.

(a)(1)(i)   Offer to Purchase dated November 5, 2009.

(a)(1)(ii)
 
Letter of Transmittal and related instructions.

(a)(1)(iii)
 
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.

(a)(1)(iv)
 
Notice of Guaranteed Delivery.

(a)(1)(v)
 
Press Release Issued by Overseas Shipholding Group, Inc. on July 29, 2009 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule TO-C filed by Overseas Shipholding Group,  Inc. on July 30, 2009).

(a)(1)(vi)
 
Press Release Issued by Overseas Shipholding Group, Inc. on August 27, 2009 (incorporated by reference to Exhibit (a)(1) to the Schedule TO-C filed by Overseas Shipholding Group,  Inc. on August 28, 2009).

(a)(1)(vii)
 
Press Release Issued by Overseas Shipholding Group, Inc. on September 24, 2009 (incorporated by reference to Exhibit (a)(1) to the Schedule TO-C filed by Overseas Shipholding Group,  Inc. on September 24, 2009).

(a)(1)(viii)
 
Press Release Issued by Overseas Shipholding Group, Inc. on November 5, 2009.

(a)(1)(ix)
 
Summary Advertisement to be published in The Wall Street Journal on November 6, 2009.

(a)(2)(i)
 
Letter from Jones Day on behalf of the Conflicts Committee of OSG America LLC to Overseas Shipholding Group, Inc. dated August 6, 2009, Re: OSG's July 29th Proposal (incorporated by reference to Exhibit (a)(1)(i) to the Schedule 14D9-C filed by OSG America L.P. on August 7, 2009).

(a)(2)(ii)
 
Press Release Issued by OSG America L.P on September 24, 2009 (incorporated by reference to Exhibit (a)(1)(i) to the Schedule 14D9-C filed by OSG America L.P. on September 24, 2009).

(a)(5)(i)
 
Complaint of Cornelius P. Dukelow, individually and on behalf of all others similarly situated, against OSG America, L.P., et al., Index No. 650580/2009, filed in the Supreme Court of the State of New York, Count of New York, on September 28, 2009.

(a)(5)(ii)
 
Complaint of Balance Beta Fund, individually and on behalf of all others similarly situated, against Morten Arntzen, et al., Case No. 09-CA-025646, filed in the Circuit Court of the 13th Judicial District, in and for Hillsborough County, Florida, on October 8, 2009.

(b)
 
Not applicable.

(d)
 
Amended and Restated Agreement of Limited Partnership of OSG America L.P. dated as of November 15, 2007 (filed as Exhibit 3.2 to OSG America Inc.'s Current Report on Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference).

(g)
 
None.

(h)
 
None.

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