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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
August 11, 2006
QUINTANA MARITIME LIMITED
(Exact name of registrant as specified in its charter)
         
Marshall Islands   000-51412   98-0453513
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (IRS Employer
Identification No.)
Quintana Maritime Limited
c/o Quintana Management LLC
Pandoras 13 & Kyprou Street
166 74 Glyfada
Greece
(Address of principal executive office)
011-30-210-898-6820
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 2.01 Completion of Acquisition of Disposition of Assets
Item 3.03. Material Modifications to Rights of Security Holders and
Item 5.03. Amendments To Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 8.01 Other Events
Item 9.01 Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
Articles of Amendment
Press Release dated August 15, 2006
Press Release dated August 14, 2006


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Item 2.01 Completion of Acquisition of Disposition of Assets
          On August 14, 2006, the Company completed the acquisition of Iron Fuzeyya, an 82,209 dwt Kamsarmax vessel built in 2006, from an affiliate of Metrobulk, S.A. The Company had agreed to buy the vessel under the terms of a Memorandum of Agreement dated May 3, 2006.
          On May 10, 2006, the Company advanced the seller $4.5 million, representing 10% of the total purchase price of $45.2 million. On August 14, the Company paid the balance of the purchase price with a drawdown under its new revolving credit facility. The vessel is under time charter to Bunge, S.A.
          On August 15, 2006, the Company announced the delivery of Iron Fuzeyya by a press release, which is attached as an exhibit to this report.
          Consistent with shipping industry practice, we treat the acquisition of a vessel (whether acquired with or without charter) as the acquisition of an asset rather than a business. We believe that, under the applicable provisions of Rule 11-01(d) of Regulation S-X under the Securities Act, the acquisition of our vessels does not constitute the acquisition of a “business,” for which historical or pro forma financial information would be provided pursuant to Rules 3-05 and 11-01 of Regulation S-X.
          In general, we believe that there is little continuity between the acquired vessels’ operations prior to and after the acquisition, and therefore disclosure of prior historical financial information is not material to an understanding of future operations. We generally enter into new charter contracts with our customers that commence following delivery of the vessel to us. These new charter contracts have different financial terms than the old charter contracts, which were entered into under generally different market conditions by different parties.
          We take the following steps before an acquired vessel commences operations, which substantially eliminate any continuity with operations prior to the vessel’s acquisition:
    put in place different commercial management, with a different marketing system and sales force;
 
    put in place different technical management;
 
    arrange for a new crew for the vessel;
 
    replace all hired equipment on board, such as gas cylinders and communication equipment;
 
    negotiate and enter into new insurance contracts for the vessel through our own insurance brokers;
 
    register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state;
 
    implement a new planned maintenance program for the vessel; and
 
    ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state.
     As a result, we believe that whether the vessel is acquired with or without a time charter, the lack of continuity between the acquired vessel’s operations prior to and after the acquisition makes prior financial information not material. For this reason, consistent with shipping industry practice, we generally do not obtain from the seller historical operating or financial data for the vessels we acquire, other than through inspection of the physical condition of the vessels and examinations of classification society records. Most vessels are sold under a standardized agreement, which, among other things, provides the buyer with the right to inspect the vessel and the vessel’s classification society records. The standard agreement does not give the buyer the right to inspect, or receive copies of, the historical operating or financial data of the vessel. Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to the vessel. We do not obtain the historical operating or financial data for the vessels from the sellers because that information is not material to our decision to make acquisitions, nor do we believe it would be helpful to potential investors in our common stock in assessing our business or profitability.
Item 3.03. Material Modifications to Rights of Security Holders and
Item 5.03. Amendments To Articles of Incorporation or Bylaws; Change in Fiscal Year.

 


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     In connection with the conversion of the Company’s outstanding 12% Mandatorily Convertible Preferred Stock described in Item 8.01 of this Form 8-K and pursuant to Section 35(5) of the Business Corporation Act of the Republic of the Marshall Islands (the “BCA”), we have amended our Articles of Incorporation by the filing under the BCA of Articles of Amendment, which reduces the authorized number of preferred shares of stock by 2,045,558 shares. The Articles of Amendment are filed as an exhibit to the Form 8-K.
Item 8.01 Other Events
     On August 11, 2006, the Company held a Special Meeting of Shareholders to consider a proposal to approve (i) the conversion of the Company’s outstanding 12% Mandatorily Convertible Preferred Stock into shares of common stock, (ii) the exercisability of the Company’s outstanding Class A Warrants, and (iii) the issuance of common stock to effect the conversion of the preferred stock and the potential exercise of the warrants. 15,529,097 common shares were represented in person or by proxy at the meeting, or approximately 64.3% of the Company’s 24,148,242 common shares outstanding as of the record date. Of the shares present in person or by proxy, 15,259,859 common shares, or 98.3% of the shares represented, voted in favor of the proposal. An additional 55,857 shares, or 0.3%, voted against the proposal, and 213,381, or 1.4%, abstained. As a result, the proposal was approved, and pursuant to the terms of the Statement of Designations governing the preferred stock, the 2,045,558 shares of preferred stock were converted into approximately 25,569,475 shares of common stock effective August 11, 2006. The Company announced the results of the special meeting by press release dated August 14, 2006, and that release is included as an exhibit to this Form 8-K.
Item 9.01 Financial Statements and Exhibits
3.1   Articles of Amendment dated August 16, 2006.
 
99.1   Press release of Quintana Maritime Limited dated August 15, 2006.
 
99.2   Press release of Quintana Maritime Limited dated August 14, 2006.

 


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SIGNATURES
          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
                 
    QUINTANA MARITIME LIMITED    
 
               
 
               
 
      By:   /s/ Steve Putman    
 
               
 
          Steve Putman    
 
          Vice President and General Counsel    
Dated: August 17, 2006

 


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EXHIBIT INDEX
3.1   Articles of Amendment dated August 16, 2006.
 
99.1   Press release of Quintana Maritime Limited dated August 15, 2006.
 
99.2   Press release of Quintana Maritime Limited dated August 14, 2006.