-----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, HK+zzsnhvG4l+ddoFZoAUInG0XEtd4lSRvzT+RziU7SZrY7fRs2ViqqQoG7QGjVb lFBHLyMApr6BFbZc8xxtzA== 0000919574-05-004054.txt : 20051123 0000919574-05-004054.hdr.sgml : 20051123 20051123162417 ACCESSION NUMBER: 0000919574-05-004054 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051122 FILED AS OF DATE: 20051123 DATE AS OF CHANGE: 20051123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KELSO INVESTMENT ASSOCIATES VII LP CENTRAL INDEX KEY: 0001275587 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51366 FILM NUMBER: 051225200 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Eagle Bulk Shipping Inc. CENTRAL INDEX KEY: 0001322439 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 980450435 BUSINESS ADDRESS: STREET 1: 29 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 212-785-2500 MAIL ADDRESS: STREET 1: 29 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KEP VI LLC CENTRAL INDEX KEY: 0001141447 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51366 FILM NUMBER: 051225199 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10022 BUSINESS PHONE: 2127513939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Kelso GP VII, L.P. CENTRAL INDEX KEY: 0001331367 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51366 FILM NUMBER: 051225198 BUSINESS ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-751-3939 MAIL ADDRESS: STREET 1: 320 PARK AVENUE, 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 p621264_ex.xml X0202 4 2005-11-22 0 0001322439 Eagle Bulk Shipping Inc. EGLE 0001275587 KELSO INVESTMENT ASSOCIATES VII LP 0 0 1 0 0001141447 KEP VI LLC 320 PARK AVENUE 24TH FLOOR NEW YORK NY 10022 0 0 1 0 0001331367 Kelso GP VII, L.P. 320 PARK AVENUE, 24TH FLOOR NEW YORK NY 10022 0 0 1 0 Common Stock, par value $0.01 2005-11-22 4 S 0 301039 14.5 D 10755864 I By Eagle Ventures LLC Numbers are reflective of beneficial ownership of Eagle Ventures LLC common interests. Kelso Investment Associates VII, L.P. (KIA VII) may be deemed to share beneficial ownership of shares of Common Stock owned of record by Eagle Ventures LLC by virtue of its status as a member of Eagle Ventures LLC. KIA VII shares investment and voting power along with the other members of Eagle Ventures LLC with respect to securities owned by Eagle Ventures LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed to be an admission that KIA VII has beneficial ownership of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (Exchange Act), or for any other purposes. KEP VI, LLC (KEP VI) may be deemed to share beneficial ownership of shares of Common Stock owned of record by Eagle Ventures LLC by virtue of its status as a member of Eagle Ventures LLC. KEP VI shares investment and voting power along with the other members of Eagle Ventures LLC with respect to securities owned by Eagle Ventures LLC, but disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed to be an admission that KEP VI has beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes. KIA VII and KEP VI, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VII and KEP VI each disclaim such beneficial ownership and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes. Kelso GP VII, LLC (GP VII, LLC) is the general partner of Kelso GP VII, L.P. (GP VII, L.P.). GP VII, L.P. is the general partner of KIA VII. GP VII, LLC and GP VII, L.P. disclaim beneficial ownership of all of the securities reported herein except to the extent of its pecuniary interest therein, if any, and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes. GP VII, LLC and GP VII, L.P., due to their common control, could be deemed to beneficially own each of the other's securities. GP VII, LLC and GP VII, L.P. each disclaim beneficial ownership of all of the securities beneficially owned by the other or directly by Eagle Ventures LLC and the inclusion of these securities in this report shall not be deemed to be an admission of beneficial ownership of such securities for purposes of Section 16 of the Exchange Act or for any other purposes. Messrs. Nickell, Wall, Matelich, Goldberg, Warhaftig, Bynum, Berney, Loverro and Connors may be deemed to share beneficial ownership of securities owned of record by Eagle Ventures LLC or indirectly by KIA VII and KEP VI, by virtue of their status as managing members of KEP VI and of GP VII, LLC, but disclaim beneficial ownership of such securities, and this report shall not be deemed to be an admission that any of Messrs. Nickell, Wall, Matelich, Goldberg, Warhaftig, Bynum, Berney, Loverro and Connors is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose. Before underwriting discounts and commissions of $0.725. Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso GP VII, LLC; Kelso Investment Associates VII, L.P.; KEP VI, LLC; Kelso GP VII, L.P.; Philip E. Berney; Frank K. Bynum, Jr.; Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Frank T. Nickell; David I. Wahrhaftig; Thomas R. Wall, IV; and James J. Connors, II. KELSO INVESTMENT ASSOCIATES VII, L.P. By: /s/ Howard A. Matlin, Attorney-In-Fact 2005-11-23 KEP VI, LLC By: /s/ Howard A. Matlin, Attorney-In-Fact 2005-11-23 KELSO GP VII, L.P. By: /s/ Howard A. Matlin, Attorney-In-Fact 2005-11-23 EX-24 2 d621263_ex-24.txt LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these present that each of the undersigned hereby makes, constitutes and appoints James J. Connors, II, Howard A. Matlin and Rosanna T. Leone, and each of them, with full power of substitution and resubstitution, as such undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) execute and deliver for and on behalf of the undersigned (i) any and all Forms 3, 4 and 5 relating to Eagle Bulk Shipping Inc., a Marshall Islands corporation (the "Company"), and required to be filed in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder and (ii) any and all schedules relating to the company required to be filed in accordance with Section 13(d) of the Exchange Act and the rules thereunder (together, the "Forms and Schedules"), in the undersigned's capacity as a managing member of KEP VI, LLC, and in and all other capacities pursuant to which such Forms and Schedules may be required to be filed by the undersigned; (2) do and perform any and all acts and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such Forms and Schedules with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and 4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for an on behalf of he undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of November, 2005. KEP VI, LLC By: /s/ Philip E. Berney ------------------------------- Name: Philip E. Berney Title: Managing Member -----END PRIVACY-ENHANCED MESSAGE-----