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Overseas Shipholding Group, Inc.

A class action lawsuit has been filed in United States District Court, Southern District of New York, on behalf of a class consisting of all persons or entities who purchased or otherwise acquired securities of Overseas Shipholding Group, Inc. (NYSE: OSG) (“Overseas Shipholding” or the “Company”) between April 28, 2008 and October 22, 2012, both dates inclusive (the "Class Period"). This class action seeks to recover damages against the Company and certain of its officers and directors as a result of alleged violations of the federal securities laws pursuant to Sections 10(b) and 20(a) of the Securities Exchange Act and Rule 10b-5 promulgated thereunder.

Overseas Shipholding is one of the world's leading tanker companies engaged primarily in the transportation of crude oil and petroleum products. At December 31, 2011, the Company owned or operated a modern fleet of 111 double hulled vessels of which 89 vessels operated in the international market and 22 operated in the U.S. Flag market.

The lawsuit alleges that throughout the Class Period, the Company made materially false and misleading statements regarding the Company's business, operations and compliance policies. Specifically, the Company made false and/or misleading statements and/or failed to disclose that: (i) the Company improperly accounted for certain tax liabilities; (ii) the Company lacked adequate internal and financial controls; and (iii) as a result of the above, the Company's financial statements were materially false and misleading at all relevant times.

On October 3, 2012, the Company disclosed the resignation of a Board member due to "a disagreement with the Board as to the process the Board is taking in reviewing a tax issue." On this news, Overseas Shipholding stock declined $0.26 per share or 3.6%, to close at $6.82 per share on October 3, 2012.

On October 16, 2012, it was reported in the media that the Company might be facing a liquidity problems, and its Chief Executive Officer confirmed that the Company had hired a financial adviser and was in talks with its lenders. On this news, Overseas Shipholding stock declined $1.77 per share or over 34% within two trading sessions, to close at $3.40 per share on October 17, 2012.

On October 22, 2012, the Company disclosed that it was reviewing a tax issue arising from it being domiciled in the United States and having substantial international operations, and relating to the interpretation of certain provisions in its loan agreements. Moreover, the Company's Audit Committee concluded that the financial statements for at least the three years ended December 31, 2011 and associated interim periods, and for the quarters ended March 31 and June 30, 2012, should no longer be relied upon and is evaluating if it will need to restate for those periods. The Company further disclosed that it is negotiating with creditors and is evaluating its strategic options including filing for bankruptcy. On this news, Overseas Shipholding stock declined $2.02 per share or 62%, to close at $1.23 per share on October 22, 2012.

If your acquired Overseas Shipholding securities during the class period, you may, no later December 26, 2012, request that the court appoint you lead plaintiff of the class. Although your ability to share in any recovery is not affected by the decision whether or not to seek appointment as a lead plaintiff, lead plaintiffs make important decisions that could affect the overall recovery for class members, including decisions concerning settlement.

If you wish to discuss this action, or have any questions concerning this notice or your rights, please contact us.



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