-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EBVpBXnhu2k4s6EfcahzGORYaA6uRkFmi7nFgaS53C7zHnwscVBgIpB1RPZv3o31 tm6wHGFUmeEb1O9mu3ouJw== 0001193125-08-236290.txt : 20081114 0001193125-08-236290.hdr.sgml : 20081114 20081114110318 ACCESSION NUMBER: 0001193125-08-236290 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081114 DATE AS OF CHANGE: 20081114 GROUP MEMBERS: GARY BROCKLESBY GROUP MEMBERS: NAVIG8 LTD GROUP MEMBERS: NICOLAS BUSCH SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Aries Maritime Transport LTD CENTRAL INDEX KEY: 0001322587 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80872 FILM NUMBER: 081187965 BUSINESS ADDRESS: STREET 1: 18 ZERVA NAP. STR. STREET 2: 166 75 GLYFADA CITY: ATHENS STATE: J3 ZIP: 00000 BUSINESS PHONE: 011-30-210-946-7400 MAIL ADDRESS: STREET 1: 18 ZERVA NAP. STR. STREET 2: 166 75 GLYFADA CITY: ATHENS STATE: J3 ZIP: 00000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Parmenides Corp Ltd CENTRAL INDEX KEY: 0001449380 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TRUST COMPANY COMPLEX, AJELTAKE ROAD STREET 2: AJELTAKE ISLAND CITY: MAJURO STATE: 1T ZIP: MH96960 BUSINESS PHONE: 65 66220088 MAIL ADDRESS: STREET 1: C/O NAVIG8 PTE LTD STREET 2: #25-01 CENTENNIAL TOWER, 3 TEMASEK AVE. CITY: SINGAPORE STATE: U0 ZIP: 039190 SC 13D/A 1 dsc13da.htm AMMENDMENT NO. 1 Ammendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Aries Maritime Transport Limited

 

(Name of Issuer)

 

Common Stock, $0.01 par value

 

(Title of Class of Securities)

 

G0474B105

 

(CUSIP Number)

 

Philip Stone

Director

Parmenides Corporation Ltd

 

Trust Company Complex

Ajeltake Road, Ajeltake Island

Majuro MH96960, Marshall Islands

+44 20 7638 4748

 

#25-01 Centennial Tower

3 Temasek Avenue

Singapore 039190

+65 66220088

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

 

November 12, 2008

 

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨


SCHEDULE 13D

 

CUSIP No. G0474B105           Page 2 of 8 Pages

 

  1    

NAME OF REPORTING PERSONS

 

Parmenides Corporation Ltd

 

(S.S. or I.R.S. Identification No.)

   
  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  x

(b)  ¨

  3    

SEC USE ONLY

 

   
  4    

SOURCE OF FUNDS

 

AF

   
  5    

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)

 

 

¨

 

  6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Marshall Islands

   
NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

    7    

SOLE VOTING POWER

 

0

    8    

SHARED VOTING POWER

 

2,743,440

    9    

SOLE DISPOSITIVE POWER

 

0

  10    

SHARED DISPOSITIVE POWER

 

2,743,440

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,743,440

   
12    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.6%

   
14    

TYPE OF REPORTING PERSON

 

CO

   


SCHEDULE 13D

 

CUSIP No. G0474B105           Page 3 of 8 Pages

 

  1    

NAME OF REPORTING PERSONS

 

Navig8 Ltd

 

(S.S. or I.R.S. Identification No.)

   
  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  x

(b)  ¨

  3    

SEC USE ONLY

 

   
  4    

SOURCE OF FUNDS

 

WC

   
  5    

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)

 

 

¨

 

  6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Jersey (Channel Islands)

   
NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

    7    

SOLE VOTING POWER

 

0

    8    

SHARED VOTING POWER

 

2,743,440

    9    

SOLE DISPOSITIVE POWER

 

0

  10  

SHARED DISPOSITIVE POWER

 

2,743,440

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,743,440

   
12    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.6%

   
14    

TYPE OF REPORTING PERSON

 

HC

   


SCHEDULE 13D

 

CUSIP No. G0474B105           Page 4 of 8 Pages

 

  1    

NAME OF REPORTING PERSONS

 

Gary Brocklesby

 

(S.S. or I.R.S. Identification No.)

   
  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  x

(b)  ¨

  3    

SEC USE ONLY

 

   
  4    

SOURCE OF FUNDS

 

AF

   
  5    

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)

 

 

¨

 

  6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British

   
NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

    7    

SOLE VOTING POWER

 

0

    8    

SHARED VOTING POWER

 

2,743,440

    9    

SOLE DISPOSITIVE POWER

 

0

  10    

SHARED DISPOSITIVE POWER

 

2,743,440

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,743,440

   
12    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.6%

   
14    

TYPE OF REPORTING PERSON

 

IN

   


SCHEDULE 13D

 

CUSIP No. G0474B105           Page 5 of 8 Pages

 

  1    

NAME OF REPORTING PERSONS

 

Nicolas Busch

 

(S.S. or I.R.S. Identification No.)

   
  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  x

(b)  ¨

  3    

SEC USE ONLY

 

   
  4    

SOURCE OF FUNDS

 

AF

   
  5    

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR

2(e)

 

 

¨

 

  6    

CITIZENSHIP OR PLACE OF ORGANIZATION

 

German

   
NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

    7    

SOLE VOTING POWER

 

0

    8    

SHARED VOTING POWER

 

2,743,440

    9    

SOLE DISPOSITIVE POWER

 

0

  10    

SHARED DISPOSITIVE POWER

 

2,743,440

11    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,743,440

   
12    

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

¨

 

13    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

9.6%

   
14    

TYPE OF REPORTING PERSON

 

IN

   


Page 6 of 8 Pages

 

This Amendment No. 1 amends and supplements the Schedule 13D (the “Schedule 13D”) originally filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2008 relating to the common stock, $0.01 par value (“Common Stock”), of Aries Maritime Transport Limited, a Bermuda company (the “Issuer”). Except as expressly set forth herein, there have been no changes in the information set forth in the Schedule 13D. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D.

 

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated in its entirety as follows:

Consideration of USD $2,321,657 was paid for the shares of Common Stock that may be deemed to be held directly by Parmenides. The funds to purchase shares of Common Stock that may be deemed to be held directly by Parmenides were provided by the working capital of Navig8.

 

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

(a)    The Reporting Persons may be deemed to beneficially own collectively an aggregate of 2,743,440 shares of Common Stock, or approximately 9.6% of outstanding shares of Common Stock of the Issuer, based upon 28,616,877 shares of Common Stock outstanding as of December 31, 2007, as reported by the Issuer in its Annual Report on Form 20-F for the year ended December 31, 2007.

Parmenides may be deemed to be the direct beneficial owner of 2,743,440 shares of Common Stock, or approximately 9.6% of the outstanding shares of Common Stock.

By virtue of its ownership of all of the outstanding shares of common stock of Parmenides, Navig8 may be deemed to be the indirect beneficial owner of the 2,743,440 shares of Common Stock held directly by Parmenides, or approximately 9.6% of the outstanding shares of Common Stock.

By virtue of his shareholdings in Navig8, Brocklesby may be deemed to be the indirect beneficial owner of the 2,743,440 shares of Common Stock held directly by Parmenides, or approximately 9.6% of the outstanding shares of Common Stock.

By virtue of his shareholdings in Navig8, Busch may be deemed to be the indirect beneficial owner of the 2,743,440 shares of Common Stock held directly by Parmenides, or approximately 9.6% of the outstanding shares of Common Stock.

The persons listed on Schedule A disclaim any beneficial ownership of the Common Stock held by the Reporting Persons.

(b)    Parmenides may be deemed to have sole voting and dispositive power with respect to 0 shares of Common Stock and to have shared voting and dispositive power with respect to 2,743,440 shares of Common Stock.


Page 7 of 8 Pages

 

Navig8 may be deemed to have sole voting and dispositive power with respect to 0 shares of Common Stock and to have shared voting and dispositive power with respect to 2,743,440 shares of Common Stock.

Brocklesby may be deemed to have sole voting and dispositive power with respect to 0 shares of Common Stock and to have shared voting and dispositive power with respect to 2,743,440 shares of Common Stock.

Busch may be deemed to have sole voting and dispositive power with respect to 0 shares of Common Stock and to have shared voting and dispositive power with respect to 2,743,440 shares of Common Stock.

(c)    During the past sixty (60) days, Parmenides entered into a transaction to purchase 1,881,821 shares of Common Stock at a purchase price of USD $0.708 per share. This transaction was effected on October 27, 2008 in a privately negotiated transaction with a third party. Parmenides entered into another transaction to purchase 350,858 shares of Common Stock at a purchase price of USD $1.36 per share. This transaction was effected on November 5, 2008 in privately negotiated transactions with certain affiliates of Parmenides who had previously purchased shares of the Issuer in open market transactions. In the transaction, Brocklesby and Busch sold 73,560 and 94,417 shares of Common Stock, respectively, to Parmenides. In addition, Parmenides entered into a transaction to purchase 494,347 shares of Common Stock at a purchase price of USD $0.875 per share. This transaction was effected on November 12, 2008 in a privately negotiated transaction with a third party. Parmenides entered into another transaction to purchase 3,214 shares of Common Stock at a purchase price of USD $0.80 per share. This transaction was effected on November 12, 2008 in the open market.

(d)    Except for the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock directly owned by the Reporting Persons.

(e)    Not applicable.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit A Joint Filing Agreement Among the Reporting Persons.


Page 8 of 8 Pages

 

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 14, 2008

 

PARMENIDES CORPORATION LIMITED
By:  

/s/ Philip Stone

  Philip Stone
  Director
NAVIG8 LTD
By:  

/s/ Mordechai Mano

  Mordechai Mano
  Director
GARY BROCKLESBY
By:  

/s/ Gary Brocklesby

  Gary Brocklesby
NICOLAS BUSCH
By:  

/s/ Nicolas Busch

  Nicolas Busch


EXHIBIT A

FILING AGREEMENT

BETWEEN PARMENIDES CORPORATION LTD, NAVIG8 LTD,

GARY BROCKLESBY AND NICOLAS BUSCH

The undersigned hereby agree that the Schedule 13D with respect to the Common Stock, $0.01 par value, of Aries Maritime Transport Limited dated of even date herewith is and shall be filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

Dated: November 14, 2008

 

PARMENIDES CORPORATION LTD
By:  

/s/ Philip Stone

  Philip Stone
  Director
NAVIG8 LTD
By:  

/s/ Mordechai Mano

  Mordechai Mano
  Director
GARY BROCKLESBY
By:  

/s/ Gary Brocklesby

  Gary Brocklesby
NICOLAS BUSCH
By:  

/s/ Nicolas Busch

  Nicolas Busch


Schedule A

Directors of Parmenides Corporation Ltd

The following table sets forth the name, principal occupation or employment, citizenship and business address of each director of Parmenides Corporation Ltd.

 

Name

   Principal Occupation or Employment    Citizenship    Business Address

Nicolas Busch

   Director    German   

15th Floor

6 New Street Square

London EC4A 3BF

Mordechai Mano

   Director    Israeli   

#25-01 Centennial Tower

3 Temasek Avenue

Singapore 039190

Philip Stone

   Director    British   

#25-01 Centennial Tower

3 Temasek Avenue

Singapore 039190

Kathleen Gillen

   Director    British   

First Island House, Peter Street

St. Helier, Jersey JE4 8SG

Channel Islands

Directors of Navig8 Ltd

The following table sets forth the name, principal occupation or employment, citizenship and business address of each director of Navig8 Ltd.

 

Name

   Principal Occupation or Employment    Citizenship    Business Address

Gary Brocklesby

   Director    British   

#25-01 Centennial Tower

3 Temasek Avenue

Singapore 039190

Nicolas Busch

   Director    German   

15th Floor

6 New Street Square

London EC4A 3BF

Mordechai Mano

   Director    Israeli   

#25-01 Centennial Tower

3 Temasek Avenue

Singapore 039190

Peder Moller

   Director    Danish   

#25-01 Centennial Tower

3 Temasek Avenue

Singapore 039190

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