UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. )
Filed by
the Registrant o
Filed by
a Party other than the Registrant x
Check the
appropriate box:
o Preliminary
Proxy Statement
¨ Confidential,
for Use of the Commission Only (as permitted by Rule14a-6(e)(2))
¨ Definitive
Proxy Statement
o Definitive
Additional Materials
x Soliciting
Material Under Rule 14a-12
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DHT
HOLDINGS,
INC.
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|
(Name
of Registrant as Specified in Its Charter)
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|
MMI
INVESTMENTS, L.P.
MCM
CAPITAL MANAGEMENT, LLC
CLAY
B. LIFFLANDER
ROBERT
COWEN
|
|
(Name
of Persons(s) Filing Proxy Statement, if Other Than the
Registrant)
|
Payment
of Filing Fee (Check the appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials:
¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount
previously paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
MMI
Investments, L.P. (“MMI Investments”), together with the other participants
named herein, is filing materials contained in this Schedule 14A with the
Securities and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the election of a director nominee at the 2010
annual meeting of stockholders (the “Annual Meeting”) of DHT Holdings, Inc., a
Marshall Islands Corporation. MMI Investments has not yet filed a
proxy statement with the SEC with regard to the Annual Meeting.
Item 1:
On March 17, 2010, MMI Investments issued the following press
release:
NEWS
RELEASE
|
Media
Contact:
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Investor
Contact:
|
|
Jeff
Siegel
|
Mark
Harnett
|
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Monarch
Communications, Inc.
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MacKenzie
Partners, Inc.
|
|
(516)
569-4271
|
(212)
929-5500
|
MMI
INVESTMENTS, L.P. SUBMITS DIRECTOR NOMINATION FOR DHT HOLDINGS, INC. UPCOMING
ANNUAL MEETING; WILL SOLICIT PROXIES FOR ELECTION OF ROBERT N. COWEN TO THE DHT
BOARD
NEW YORK, NY, March 17, 2010 -
- - MMI Investments, L.P., the largest stockholder of DHT Holdings, Inc.
(NYSE:DHT), announced today that it has sent a letter to Erik A. Lind, Chairman
of the Board of DHT, formally nominating, in accordance with DHT’s bylaws,
Robert N. Cowen, a shipping industry veteran with over 30 years of experience
including with DHT’s former parent company, Overseas Shipholding Group, Inc.,
for election to the DHT Board of Directors at the upcoming annual meeting,
tentatively scheduled for June 17, 2010. Mr. Lind has acknowledged
receipt of the nomination.
CERTAIN
INFORMATION CONCERNING PARTICIPANTS
MMI
Investments, L.P. (“MMI Investments”), together with the other participants
named herein, intends to make a preliminary filing with the Securities and
Exchange Commission (“SEC”) of a proxy statement and accompanying proxy card to
be used to solicit votes for the election of a director nominee at the 2010
annual meeting of stockholders of DHT Holdings, Inc., a Marshall Islands
Corporation (the “Company”).
MMI
INVESTMENTS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY
STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE
AT NO CHARGE ON THE SEC’S WEB SITE AT HTTP://WWW.SEC.GOV. IN
ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE
PROXY STATEMENT WITHOUT CHARGE UPON REQUEST.
The
participants in this proxy solicitation are MMI Investments, MCM Capital
Management, LLC, a Delaware limited liability company (“MCM”), Clay B.
Lifflander, and Robert Cowen.
As of the
close of business on March 16, 2010, MMI Investments beneficially owned
4,362,900 shares of Common Stock. MCM (as the general partner of MMI
Investments) is deemed to be the beneficial owner of the 4,362,900 shares of
Common Stock beneficially owned by MMI Investments. Mr.
Lifflander does not directly own any shares of Common Stock.
As of the
close of business on March 16, 2010, Mr. Cowen directly owned through joint
brokerage accounts with his spouse 39,000 shares of Common Stock.
As
members of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities
Exchange Act of 1934, as amended, each of the participants in this proxy
solicitation is deemed to beneficially own the shares of Common Stock of the
Company beneficially owned in the aggregate by the other participants. Each of
the participants in this proxy solicitation disclaims beneficial ownership of
such shares of Common Stock except to the extent of his or its pecuniary
interest therein.