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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13D-1(A) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13D-2(A))
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Crude Carriers Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
Y1820X 106
(CUSIP Number)
Ioannis E. Lazaridis
3 Iassonos Street
Piraeus, 18537, Greece
Tel: +30 210 458-4950
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 30, 2011
(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 §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
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CUSIP No. |
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Y1820X 106 |
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NAME OF REPORTING PERSON
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Evangelos M. Marinakis |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) o |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS: |
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OO |
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5 |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION: |
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Greece
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7 |
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SOLE VOTING POWER: |
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NUMBER OF |
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0 (1) |
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SHARES |
8 |
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SHARED VOTING POWER: |
BENEFICIALLY |
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OWNED BY |
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0 (1) |
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EACH |
9 |
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SOLE DISPOSITIVE POWER: |
REPORTING |
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PERSON |
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0 (1) |
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WITH |
10 |
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SHARED DISPOSITIVE POWER: |
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0 (1) |
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11 |
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AGGREGATE AMOUNT OWNED BY EACH BENEFICIALLY REPORTING PERSON |
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0 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
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o
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0 |
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TYPE OF REPORTING PERSON |
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IN |
(1) See responses to Items 3, 4 and 5.
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CUSIP No. |
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This Amendment No. 2 (this Amendment No. 2) amends and supplements the
disclosures in Items 4 and 5 of the Schedule 13D (the Schedule 13D) initially filed with
the Securities and Exchange Commission (the Commission) on April 13, 2010, as amended on
May 9, 2011, relating to the Common Stock, par value $0.0001 per share (the Common
Stock), of Crude Carriers Corp., a Republic of the Marshall Islands corporation (the
Issuer). This Amendment No. 2 is the final amendment to the Schedule 13D and an exit
filing for the Reporting Person. Unless specifically amended hereby, the disclosures set forth in
the Schedule 13D remain unchanged.
Capitalized terms not otherwise defined in this Amendment No. 2 have the meanings given to
them in the Merger Agreement (as defined below).
On September 30, 2011, Capital Product Partners L.P., a limited partnership organized under
the laws of the Republic of the Marshall Islands (CPLP) completed its previously
announced acquisition of the Issuer pursuant to that certain Agreement and Plan of Merger dated as
of May 5, 2011, by and among CPLP, Capital GP L.L.C., a Marshall Islands limited liability company
(Capital GP LLC), Poseidon Project Corp., a Republic of the Marshall Islands corporation
and a wholly-owned subsidiary of CPLP (MergerCo), and the Issuer (the Merger
Agreement), under which MergerCo merged with and into the Issuer (the Merger), such
that following the Merger, CPLP became the sole stockholder of the Issuer.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and supplemented by adding the following:
Pursuant to the Support Agreement, each of the Reporting Person, Ioannis E. Lazaridis,
Gerasimos G. Kalogiratos and Crude Carriers Investments Corp., a Republic of the Marshall Islands
corporation (collectively, the Stockholders) appeared at the Company Meeting held on September
20, 2011 and voted in favor of the approval and adoption of the Merger Agreement.
The transactions contemplated by the Support Agreement did not require material expenditure of
any funds.
The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by
reference.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by adding the following:
Pursuant to the Support Agreement, each of the Stockholders appeared at the Company Meeting
held on September 20, 2011 and voted in favor of the approval and adoption of the Merger Agreement.
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Pursuant to the Merger Agreement, MergerCo merged with and into the Issuer, such that
following the Merger, CPLP became the sole stockholder of the Issuer, and each issued and
outstanding share of each of the Common Stock and the Issuers Class B Stock, par value $0.0001 per
share (the Class B Stock) was converted at an exchange ratio of 1.56 CPLP common units for each
share of the Issuer.
Except as set forth in the preceding paragraphs, as of the date hereof, the Reporting Person
does not have any present plans or intentions which result in or relate to any of the actions
described in subparagraphs (a) though (j) of Item 4 of Schedule 13D.
The information set forth in Item 3 of this Schedule 13D is hereby incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended by deleting it in its entirety and replacing it with the following:
(a) On September 30, 2011, upon completion of the Merger, each share of the Common Stock
beneficially owned by the Reporting Person was cancelled and converted into the right to receive
1.56 CPLP common units. As a result of the Merger, the Reporting Person is no longer the
beneficial owner of any shares of the Common Stock of the Issuer.
(b) See clause (a).
(c) Other than the transactions stated herein, the Reporting Person has not engaged in any
transactions in the Issuers Common Stock effected during the past sixty days.
(d) Not applicable.
(e) September 30, 2011.
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CUSIP No. |
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Y1820X 106 |
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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.
Dated: October 5, 2011
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EVANGELOS M. MARINAKIS
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/s/ Evangelos M. Marinakis
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