UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Arlington
Tankers
Ltd.
(Name
of Issuer)
Common Shares, Par Value $0.01
Per Share
(Title
of Class of Securities)
G04899103
(CUSIP
Number)
December 31,
2007
(Date
of Event Which Requires Filing of Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[X] Rule
13d-1(c)
[ ] Rule
13d-1(d)
*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. G04899103
|
13G
|
Page 3 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Stena
(Switzerland) AG
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Switzerland
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,252,988
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,252,988
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,988
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. G04899103
|
13G
|
Page 4 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
CM
V-Max I Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
767,392
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
767,392
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,392
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. G04899103
|
13G
|
Page 5 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
CM
V-Max II Limited
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Bermuda
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
767,392
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
767,392
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
767,392
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. G04899103
|
13G
|
Page 6 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Stena
AB
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Sweden
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,252,988
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,252,988
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,252,988
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.1%
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. G04899103
|
13G
|
Page 7 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Concordia
Maritime AB
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Sweden
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,534,784
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,534,784
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,534,784
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. G04899103
|
13G
|
Page 8 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Stena
Sessan AB
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Sweden
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,534,784
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,534,784
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,534,784
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
|
12
|
TYPE
OF REPORTING PERSON
CO
|
CUSIP
No. G04899103
|
13G
|
Page 9 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Dan
Sten Olsson
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Sweden
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
2,787,772
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
2,787,772
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,787,772
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.0%
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. G04899103
|
13G
|
Page 10 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Madeleine
Olsson Eriksson
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Sweden
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,534,784
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,534,784
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,534,784
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. G04899103
|
13G
|
Page 11 of 24
Pages
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
Stefan
Sten Olsson
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
[X]
(a)
[ ]
(b)
|
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Sweden
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
-0-
|
6
|
SHARED
VOTING POWER
1,534,784
|
7
|
SOLE
DISPOSITIVE POWER
-0-
|
8
|
SHARED
DISPOSITIVE POWER
1,534,784
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,534,784
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [
]
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.0%
|
|
12
|
TYPE
OF REPORTING PERSON
IN
|
CUSIP
No. G04899103
|
13G
|
Page 12 of 24
Pages
|
Item
1(a). Name of Issuer.
Arlington
Tankers Ltd. (the "Issuer")
Item
1(b). Address of Issuer's Principal Executive Offices.
First
Floor, The Hayward Building
22
Bermudiana Road
Hamilton,
HM 11
Bermuda
I
tem 2(a). Name of Person
Filing.
This
Schedule 13G is being filed by:
|
(i)
|
Stena
(Switzerland) AG ("Stena Switzerland"), a Swiss company and an indirect
wholly-owned subsidiary of Stena AB, with respect to the Shares (as
defined in Item 2(d) below) held by
it;
|
|
(ii)
|
CM
V-Max I Limited ("V-Max I"), a Bermuda company and an indirect
wholly-owned subsidiary of Concordia Maritime AB, with respect to the
Shares held by it;
|
|
(iii)
|
CM
V-Max II Limited ("V-Max II"), a Bermuda company and an indirect
wholly-owned subsidiary of Concordia Maritime AB, with respect to the
Shares held by it;
|
|
(iv)
|
Stena
AB ("Stena"), a Swedish company, 51% of the outstanding capital stock of
which is beneficially owned by Dan Sten Olsson and the remaining 49% of
the outstanding capital stock of which is beneficially owned Madeleine
Olsson Eriksson (24.5%) and Stefan Sten Olsson (24.5%), with respect to
the Shares held by Stena
Switzerland;
|
|
(v)
|
Concordia
Maritime AB ("Concordia"), a Swedish company, approximately 52% of the
outstanding capital stock (representing approximately 73% of the voting
rights) of which is indirectly held by Stena Sessan AB and the remaining
approximately 48% of the outstanding capital stock of which is publicly
traded on the Stockholm Stock Exchange, with respect to the Shares held by
V-Max I and V-Max II;
|
|
(vi)
|
Stena
Sessan AB ("Stena Sessan"), a Swedish company, 33.33% of the outstanding
capital stock of which is beneficially owned by Stefan Sten Olsson, 16.66%
of the outstanding capital stock of which is beneficially owned by Dan
Sten Olsson, 16.66% of the outstanding capital stock of
|
CUSIP
No. G04899103
|
13G
|
Page 13 of 24
Pages
|
|
|
which
is beneficially owned by Madeleine Olsson Eriksson and the remaining
33.33% of the outstanding capital stock of which is beneficially owned
equally by children of Dan Sten Olsson and Madeleine Olsson Eriksson, with
respect to the Shares held by V-Max I and V-Max
II;
|
|
(vii)
|
Dan
Sten Olsson, a Swedish citizen and the brother of Madeleine Olsson
Eriksson and Stefan Sten Olsson, with respect to the Shares held by Stena
Switzerland, V-Max I and V-Max II;
|
|
(viii)
|
Madeleine
Olsson Eriksson, a Swedish citizen and the sister of Dan Sten Olsson and
Stefan Sten Olsson, with respect to the Shares held by V-Max I and V-Max
II; and
|
|
(ix)
|
Stefan
Sten Olsson, a Swedish citizen and the brother of Dan Sten Olsson and
Madeleine Olsson Eriksson, with respect to the Shares held by V-Max I and
V-Max II.
|
Stena
Switzerland, V-Max I, V-Max II, Stena, Concordia, Stena Sessan, Dan Sten Olsson,
Madeleine Olsson Eriksson and Stefan Sten Olsson are sometimes collectively
referred to herein as the "Reporting Persons."
690,421
of the Shares held by Stena Switzerland, and all of the Shares held by V-Max I
and V-Max II were acquired as part of the consideration for the sale of vessels
to the Issuer by subsidiaries of Stena and Concordia in connection with the
Issuer's initial public offering. The remainder of the Shares held by
Stena Switzerland, 562,567, were initially purchased by Stena Finance AB, an
wholly-owned subsidiary of Stena AB, a Swedish company, and subsequently
transferred to Stena (Switzerland) AG, a Swiss company, which is also an
wholly-owned subsidiary of Stena AB.
Item
2(b). Address of Principal Business Office or, if None,
Residence.
The address of the business office of
each of
Dan Sten Olsson, Madeleine Olsson Eriksson, Stefan Sten Olsson,
Stena, Stena Sessan and Concordia
is Masthuggskajen, SE-405 19
Gothenburg, Sweden. The address of the business office of each of
Stena Switzerland is Bahnhofplatz, CH-6300 Zug,
Switzerland.
The
address of the business office of each of
V-Max I and V-Max II is
c/o Codan Services Limited, Clarendon
House, 2 Church Street, P.O. Box HM 666, Hamilton HM CX,
Bermuda.
Item
2(c). Citizenship.
Each
of Dan Sten Olsson, Madeleine Olsson Eriksson and Stefan Sten Olsson is a
Swedish citizen. Each of Stena, Stena Sessan and Concordia is
organized under the laws of Sweden. Stena Switzerland is organized
under the laws of Switzerland. Each of V-Max I and V-Max II is organized under
the laws of Bermuda.
Item
2(d). Title of Class of Securities.
CUSIP
No. G04899103
|
13G
|
Page 14 of 24
Pages
|
Common
Shares, par value $0.01 per share ("Shares").
Item
2(e). CUSIP Number.
G04899103.
Item
3.
Not
applicable.
Item
4. Ownership.
(a)
Amount beneficially owned:
See
Item 9 of the attached cover pages.
(b)
Percent of class:
See
Item 11 of the attached cover pages.
(c)
Number of shares as to which such person has:
(i)
Sole power to vote or direct the vote:
See
Item 5 of the attached cover pages.
(ii)
Shared power to vote or direct the vote:
See
Item 6 of the attached cover pages.
(iii)
Sole power to dispose or to direct the disposition:
See
Item 7 of the attached cover pages.
(iv)
Shared power to dispose or to direct the disposition:
See
Item 8 of the attached cover pages.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable.
Item
6. Ownership of More than Five Percent on Behalf of Another
Person.
Not
applicable.
CUSIP
No. G04899103
|
13G
|
Page 15 of 24
Pages
|
Item
7. Identification and Classification of the Subsidiary Which
Acquired
the
Security Being Reported on by the Parent Holding Company.
Not
applicable.
Item
8. Identification and Classification of Members of the
Group.
See
Item 2.
Item
9. Notice of Dissolution of Group.
Not
applicable.
Item
10. Certification.
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.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May 7,
2008
|
STENA
(SWITZERLAND) AG
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Jan Larsson
|
|
|
|
Name:
|
Jan
Larsson
|
|
|
Title:
|
Managing
Director
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Markus Hodel
|
|
|
|
Name:
|
Markus
Hodel
|
|
|
Title:
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
|
CM
V-MAX I LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
C.J. Lymbery
|
|
|
|
Name:
|
C.J.
Lymbery
|
|
|
Title:
|
Secretary
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May 7,
2008
|
CM
V-MAX II LIMITED
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
C.J. Lymbery
|
|
|
|
Name:
|
C.J.
Lymbery
|
|
|
Title:
|
Secretary
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May 7,
2008
|
STENA
AB
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Dan Sten Olsson
|
|
|
|
Name:
|
Dan
Sten Olsson
|
|
|
Title:
|
Managing
Director
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May 7,
2008
|
CONCORDIA
MARITIME AB
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Hans
Noren
|
|
|
|
Name:
|
Hans
Noren
|
|
|
Title:
|
President
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May 7,
2008
|
STENA
SESSAN AB
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Bert-Ake Eriksson
|
|
|
|
Name:
|
Bert-Ake
Eriksson
|
|
|
Title:
|
President
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May 7,
2008
|
/s/
Dan Sten Olsson
|
|
|
Dan
Sten Olsson
|
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Dated: May 7,
2008
|
/s/
Madeleine Olsson Eriksson
|
|
|
Madeleine
Olsson Eriksson
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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/s/
Stefan Sten Olsson
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Stefan
Sten Olsson
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Statement
regarding ultimate ownership
24.5% of the outstanding
shares in the Swedish company, Stena AB, registration number 556001-0802 are
indirectly owned by
Mr. Stefan Sten
Olsson
3 Brunswick
Gardens
London W8 4
AS
United
Kingdom
in his capacity of settlor
and sole beneficiary of the Stena Trust, a Jersey trust, which owns all
outstanding shares in Stefan Sten Olsson Holdings Ltd a company incorporated in
the British Virgin Islands with registration number 274 592 and with its
registered address at P.O. Box 3151, Skelton Building, Main Street Road, Town
Tortola, British Virgin Islands.
The said company owns and
controls 24.5% of the shares in the Swedish company, Stena
AB.
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