UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
TO RULES
13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2(b)
(Amendment
No. 1)1
|
Global
Ship Lease, Inc.
|
|
(Name
of Issuer)
|
|
Class
A Common Shares, par value $0.01 per share
|
|
(Title
of Class of Securities)
|
|
Y27183105
|
|
(CUSIP
Number)
|
|
December
10, 2008
|
|
(Date
of Event Which Requires Filing of this
Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 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 the
disclosures provided in a prior cover page.
The
information required in 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
(“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. Y27183105
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II, L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
369,822
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
369,822
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,822
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. Y27183105
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II GP LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
369,822
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
369,822
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,822
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
3
CUSIP
NO. Y27183105
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS II MASTER FUND L.P.
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN
ISLANDS
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
369,822
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
369,822
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,822
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
PN
|
||
4
CUSIP
NO. Y27183105
|
1
|
NAME
OF REPORTING PERSON
STEEL
PARTNERS LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
369,822
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
369,822
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,822
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
OO
|
||
5
CUSIP
NO. Y27183105
|
1
|
NAME
OF REPORTING PERSON
WARREN
G. LICHTENSTEIN
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE
VOTING POWER
369,822
|
|
|
6
|
SHARED
VOTING POWER
- 0
-
|
||
|
7
|
SOLE
DISPOSITIVE POWER
369,822
|
||
|
8
|
SHARED
DISPOSITIVE POWER
- 0
-
|
||
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
369,822
|
||
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
|
¨
|
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.1%
|
||
|
12
|
TYPE
OF REPORTING PERSON
IN
|
||
6
CUSIP
NO. Y27183105
|
Item
1(a).
|
Name
of Issuer:
|
Global
Ship Lease, Inc.
|
Item
1(b).
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Address
of Issuer’s Principal Executive
Offices:
|
c/o 10
Greycoat Place
London
SW1P 1SB
United
Kingdom
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Item
2(a).
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Name
of Person Filing:
|
This
statement is filed by Steel Partners II, L.P., a Delaware limited partnership
(“Steel Partners II”), Steel Partners II GP LLC, a Delaware limited liability
company (“Steel GP LLC”), Steel Partners II Master Fund L.P., a Cayman Islands
exempted limited partnership (“Steel Master”), Steel Partners LLC, a Delaware
limited liability company (“Partners LLC”) and Warren G.
Lichtenstein. Each of the foregoing is referred to as a “Reporting
Person” and collectively as the “Reporting Persons.”
Steel
Master is the sole limited partner of Steel Partners II. Steel GP LLC
is the general partner of Steel Partners II and Steel
Master. Partners LLC is the investment manager of Steel Partners II
and Steel Master. Warren G. Lichtenstein is the manager of Partners
LLC and the managing member of Steel GP LLC. By virtue of these
relationships, each of Steel GP LLC, Steel Master, Partners LLC and Mr.
Lichtenstein may be deemed to beneficially own the Issuer’s Class A Common
Shares, par value $0.01 per share, owned by Steel Partners II.
|
Item
2(b).
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Address
of Principal Business Office or, if none,
Residence:
|
The
principal business address of each of Steel Partners II, Steel GP LLC, Partners
LLC and Warren G. Lichtenstein is 590 Madison Avenue, 32nd Floor, New York, New
York 10022. The principal business address of Steel Master is c/o
Morgan Stanley Fund Services (Cayman) Ltd., Cricket Square, 2nd Floor, Boundary
Hall, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman
Islands.
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Item
2(c).
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Citizenship:
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Steel
Partners II, Steel GP LLC and Partners LLC are organized under the laws of the
State of Delaware. Steel Master is organized under the laws of the
Cayman Islands. Warren G. Lichtenstein is a citizen of the United
States of America.
|
Item
2(d).
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Title
of Class of Securities:
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Class A
Common Shares, par value $0.01 per share (the “Shares”)
|
Item
2(e).
|
CUSIP
Number:
|
Y27183105
7
CUSIP
NO. Y27183105
|
Item
3.
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If
this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is
a:
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/X/ Not
Applicable
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(a)
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/ /
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Broker
or dealer registered under Section 15 of the Act (15 U.S.C.
78o).
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(b)
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/ /
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Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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/ /
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Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C.
78c).
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(d)
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/ /
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Investment
company registered under Section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).
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(e)
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/ /
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Investment
adviser in accordance with Section
240.13d-1(b)(1)(ii)(E).
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(f)
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/ /
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Employee
benefit plan or endowment fund in accordance with Section
240.13d-1(b)(1)(ii)(F).
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(g)
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/ /
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Parent
holding company or control person in accordance with Section
240.13d-1(b)(1)(ii)(G).
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(h)
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/ /
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Savings
association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813).
|
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(i)
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/ /
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Church
plan that is excluded from the definition of an investment company under
Section 3(c)(14) of the Investment Company Act (15 U.S.C.
80a-3).
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(j)
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/ /
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Group,
in accordance with Section
240.13d-1(b)(1)(ii)(J).
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Item
4.
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Ownership.
|
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Steel
Partners II
|
|
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(a)
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Amount
beneficially owned:
|
369,822
Shares*
|
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(b)
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Percent
of class:
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1.1%
(based upon 33,463,859 Shares outstanding, which is the total number of Shares
outstanding as of September 3, 2008 as reported in the Issuer’s Prospectus on
Form 424B2, filed with the Securities and Exchange Commission on September 23,
2008).
|
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(c)
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Number
of shares as to which such person
has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote
|
369,822
Shares*
|
|
(ii)
|
Shared
power to vote or to direct the vote
|
0
Shares
8
CUSIP
NO. Y27183105
|
|
(iii)
|
Sole
power to dispose or to direct the disposition
of
|
369,822
Shares*
|
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(iv)
|
Shared
power to dispose or to direct the disposition
of
|
0
Shares
|
|
*
|
By
virtue of their relationship with Steel Partners II, each of Steel GP LLC,
Steel Master, Partners LLC and Mr. Lichtenstein may be deemed to
beneficially own the 369,822 Shares owned by Steel Partners
II.
|
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [X].
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
Applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Not
Applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group.
|
See
Exhibit 99.1 (previously filed).
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable.
|
Item
10.
|
Certifications.
|
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
9
CUSIP
NO. Y27183105
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
|
Dated:
December 11, 2008
|
STEEL
PARTNERS II, L.P.
|
|
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
|
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
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STEEL
PARTNERS II GP LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
||
|
STEEL
PARTNERS II MASTER FUND L.P.
|
|||
|
By:
|
Steel
Partners II GP LLC
General
Partner
|
||
|
By:
|
/s/
Sanford Antignas
|
||
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Managing
Member
|
|||
|
STEEL
PARTNERS LLC
|
||
|
By:
|
/s/
Sanford Antignas
|
|
|
Sanford
Antignas
as
Attorney-In-Fact for Warren G. Lichtenstein,
Manager
|
||
|
/s/
Sanford Antignas
|
|
|
SANFORD
ANTIGNAS
as
Attorney-In-Fact for Warren G.
Lichtenstein
|
10