-----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, PpDAca+7s/kaAmAHsZsoMzkRy+D9N4V4xoIzo51LDBTe6rWAeeISS+uho84lkryV J8kvhq/xMNBwaoRC8Qd3SA== 0000922423-05-001820.txt : 20051110 0000922423-05-001820.hdr.sgml : 20051110 20051110163019 ACCESSION NUMBER: 0000922423-05-001820 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051110 DATE AS OF CHANGE: 20051110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GEORGIOPOULOS PETER C CENTRAL INDEX KEY: 0001142165 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O GENERAL MARITIME CORP STREET 2: 35 WEST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127635600 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENCO SHIPPING & TRADING LTD CENTRAL INDEX KEY: 0001326200 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81128 FILM NUMBER: 051194321 BUSINESS ADDRESS: STREET 1: 35 WEST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (646) 443-8550 MAIL ADDRESS: STREET 1: 35 WEST 56TH STREET CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D 1 kl01139_sc13d.txt SCHEDULE 13D SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and Amendment Thereto Filed Pursuant to 13d-2(a) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Under the Securities Exchange Act of 1934 Genco Shipping & Trading Limited -------------------------------- (Name of Issuer) Common Stock, $0.01 par value ----------------------------- (Title of Class of Securities) Y2685T 10 7 ----------- (CUSIP Number) Peter C. Georgiopoulos c/o Genco Shipping & Trading Limited 35 West 56th Street New York, NY 10019 (212) 763-5600 with a copy to: Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, NY 10036 Attn: Thomas E. Molner (212) 715-9100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 31, 2005 ---------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: |_| SCHEDULE 13D CUSIP No. Y2685T 10 7 - --------------------- 1) NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Peter C. Georgiopoulos ______________________________________________________________________________ 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |_| ______________________________________________________________________________ 3) SEC USE ONLY ______________________________________________________________________________ 4) SOURCE OF FUNDS OO (see Instructions) ______________________________________________________________________________ 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| ______________________________________________________________________________ 6) CITIZENSHIP OR PLACE OF ORGANIZATION United States ______________________________________________________________________________ 7) SOLE VOTING POWER NUMBER OF 1,200 SHARES ____________________________________________________________ BENEFICIALLY 8) SHARED VOTING POWER OWNED BY 13,501,200 EACH ____________________________________________________________ REPORTING 9) SOLE DISPOSITIVE POWER PERSON 1,200 WITH ____________________________________________________________ 10) SHARED DISPOSITIVE POWER 13,501,200 ______________________________________________________________________________ 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,501,200 ______________________________________________________________________________ 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| ______________________________________________________________________________ 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.2% ______________________________________________________________________________ 14) TYPE OF REPORTING PERSON IN (see Instructions) ______________________________________________________________________________ 2 ITEM 1. SECURITY AND ISSUER. This statement relates to the shares of common stock, par value $0.01 per share (the "Common Stock"), of Genco Trading & Shipping Limited, a Marshall Islands corporation (the "Issuer"). The principal executive offices of the Issuer are located at 35 West 56th Street, New York, New York 10019. ITEM 2. IDENTITY AND BACKGROUND. (a) Peter C. Georgiopoulos (the "Reporting Person"). (b) The business address of the Reporting Person is c/o Genco Shipping & Trading Limited, 35 West 56th Street, New York, New York 10019. (c) The Reporting Person is the Chairman of the Board and a Director of the Issuer. (d) The Reporting Person has not, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) The Reporting Person has not, during the five years prior to the date hereof, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. This Schedule is being filed to reflect the acquisition by Peter C. Georgiopoulos of beneficial ownership of 1,200 restricted shares of Common Stock (the "Restricted Stock"). The Issuer granted the Restricted Stock to Peter C. Georgiopoulos as incentive compensation pursuant to the Issuer's 2005 Equity Incentive Plan (the "Plan"). No cash consideration was paid in exchange for the issuance of the Restricted Stock. ITEM 4. PURPOSE OF TRANSACTION. Peter C. Georgiopoulos serves as Chairman of the Board and a Director of the Issuer. Mr. Georgiopoulos received the Restricted Stock as incentive compensation pursuant to the Plan. The Issuer adopted the Plan to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Issuer depends, with incentives to: (a) enter into and remain in the service of the Issuer, (b) acquire a proprietary interest in the success of the Issuer, (c) maximize their performance and (d) enhance the long-term performance of the Issuer. The Restricted Stock will vest in full on the earliest of (i) the first anniversary of the grant date, (ii) the date of the next annual shareholders meeting of the Issuer, and (iii) the first anniversary of the Issuer's initial public offering. As a director of the Issuer, Mr. Georgiopoulos may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs 3 (a) through (j) of Item 4 of Schedule 13D. Mr. Georgiopoulos reserves the right to acquire or dispose of Common Stock, or to formulate other purposes, plans or proposals regarding the Issuer or the Common Stock held by Mr. Georgiopoulos to the extent deemed advisable in light of general investment policies, market conditions and other factors. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Person may be deemed to beneficially own an aggregate of 13,501,200 shares of Common Stock, representing approximately 53.2% of the shares of Common Stock outstanding as at the date hereof. 13,500,000 shares of Common Stock are owned by Fleet Acquisition LLC, a Marshall Islands limited liability company. These securities may be deemed beneficially owned by Mr. Georgiopoulos by virtue of his membership interest in Fleet Acquisition LLC and his status as a representative on the Management Committee thereof. Mr. Georgiopoulos disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed to be an admission that Mr. Georgiopoulos has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes. (b) The Reporting Person has sole power to vote or to direct the vote of and to dispose of or direct the disposition of all of the shares of Restricted Stock reported on this Schedule and shared power to vote or to direct the vote of and to dispose of or direct the disposition of all other shares reported on this Schedule. (c) Except as set forth in this Schedule 13D, the Reporting Person has not effected any transaction in the Common Stock during the sixty days preceding the filing of this Schedule 13D. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as otherwise set forth herein, the Reporting Person does not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. None. 4 SIGNATURE --------- After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: November 10, 2005 PETER C. GEORGIOPOULOS /s/ PETER C. GEORGIOPOULOS -------------------------------- 5 -----END PRIVACY-ENHANCED MESSAGE-----