Excel
Maritime Carriers Ltd.
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(Name
of Issuer)
|
Class
A Common Stock, par value $0.01 per share
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(Title
of Class of Securities)
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V3267N107
|
(CUSIP
Number)
|
Gabriel
Panayotides
17th
km National Road Athens
Lamia
& Finikos Street
145-64
Nea Kifisia
Athens,
Greece
With
a copy to:
Gary
J. Wolfe, Esq.
Seward
& Kissel LLP
One
Battery Park Plaza
New
York, New York 10004
(212)
574-1200
|
(Name,
Address and Telephone Number of Person Authorized to Receive
Notices
and Communications)
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March
31, 2010
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(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 Rule 13d-1(e), Rule 13d-1(f) or Rule
13d-1(g), check the following box [_].
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended, (the "Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the
Notes).
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CUSIP
No.
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V3267N107
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1.
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NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Lhada
Holdings Inc.
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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||
(a)
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[X]
|
||
(b)
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[_]
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS*
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|
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Republic
of Liberia
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
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SOLE
VOTING POWER
|
|
0
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8.
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SHARED
VOTING POWER
|
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15,607,143
(1)
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9.
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SOLE
DISPOSITIVE POWER
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0
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10.
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SHARED
DISPOSITIVE POWER
|
||
15,607,143
(1)
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
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|
PERSON
|
||
15,607,143
(1)
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
||
CERTAIN
SHARES*
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[_]
|
||
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
19.2%
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14.
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TYPE
OF REPORTING PERSON*
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|
CO
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||
*SEE
INSTRUCTIONS
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||
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(1)
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Includes
warrants to purchase up to 2,035,714 shares of the Issuer's Class A common
stock ("Common Shares"), at an exercise price of $3.50 per
share.
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CUSIP
No.
|
V3267N107
|
1.
|
NAME
OF REPORTING PERSONS
|
|
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Tanew
Holdings Inc.
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
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[X]
|
||
(b)
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[_]
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3.
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SEC
USE ONLY
|
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4.
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SOURCE
OF FUNDS*
|
|
WC
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Republic
of Liberia
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
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SOLE
VOTING POWER
|
|
0
|
8.
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SHARED
VOTING POWER
|
|
15,607,143
(2)
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9.
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SOLE
DISPOSITIVE POWER
|
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0
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10.
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SHARED
DISPOSITIVE POWER
|
||
15,607,143
(2)
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
15,607,143
(2)
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
|
CERTAIN
SHARES*
|
[_]
|
|
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
19.2%
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14.
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TYPE
OF REPORTING PERSON*
|
|
CO
|
||
*SEE
INSTRUCTIONS
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||
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(2)
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Includes
warrants to purchase up to 2,035,714 Common Shares at an exercise price of
$3.50 per share.
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CUSIP
No.
|
V3267N107
|
1.
|
NAME
OF REPORTING PERSONS
|
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I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
||
Gabriel
Panayotides (3)
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2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
||
(a)
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[X]
|
||
(b)
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[_]
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3.
|
SEC
USE ONLY
|
|
4.
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SOURCE
OF FUNDS*
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|
OO
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5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
|
|
[_]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
Greece
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NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH
|
||
7.
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SOLE
VOTING POWER
|
|
33,464,286
(3)
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8.
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SHARED
VOTING POWER
|
|
0
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9.
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SOLE
DISPOSITIVE POWER
|
|
33,464,286
(3)
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10.
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SHARED
DISPOSITIVE POWER
|
||
0
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
|
|
PERSON
|
||
33,464,286
(3)
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12.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
|
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CERTAIN
SHARES*
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[_]
|
|
13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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41.2%
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14.
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TYPE
OF REPORTING PERSON*
|
|
IN
|
||
*SEE
INSTRUCTIONS
|
||
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(3)
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Mr.
Panayotides may be deemed to beneficially own 33,464,286 Common Shares,
which includes (i) 31,214,286 Common Shares, including warrants to
purchase up to 4,071,428 Common Shares at an exercise price of $3.50 per
share, through Lhada Holdings Inc. and Tanew Holdings Inc., the shares of
which are held in trust through a Declaration of Trust governed by Cypriot
law (the "Trust"), the beneficiaries of which are members associated with
Mr. Panayotides' family; and (ii) 2,250,000 Common Shares of which Mr.
Panayotides is the controlling person. Mr. Panayotides
disclaims beneficial ownership of 31,214,286 Common Shares, composed of
the Common Shares beneficially owned by Lhada Holdings Inc. and Tanew
Holdings Inc., except to the extent of his voting and dispositive
interests in such shares. Mr. Panayotides has no pecuniary
interest in such Common Shares.
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CUSIP
No.
|
V3267N107
|
||
Item
1.
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Security
and Issuer.
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The name of the issuer is Excel
Maritime Carriers Ltd., a Liberian corporation. The principal
executive office and mailing address of the Issuer is 17th km National
Road Athens Lamia & Finikos Street, 145-64 Nea Kifisia, Athens,
Greece. This Schedule 13D relates to shares of the Issuer's
Class A common stock (the "Common Shares"), warrants to purchase Common
Shares at an exercise price of $3.50 per share (the "Warrants") and Common
Shares issuable on exercise of the Warrants (the "Warrant Shares") (Common
Shares, Warrants and Warrant Shares, collectively the
"Shares").
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||
Item
2.
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Identity
and Background.
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(a)
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This
Amendment No. 2 to Schedule 13D is being filed by Lhada Holdings Inc., a
Liberian corporation ("Lhada"), Tanew Holdings Inc., a Liberian
corporation ("Tanew"); and Gabriel Panayotides, a Greek citizen ("Mr.
Panayotides") (Lhada, Tanew and Mr. Panayotides, collectively the
"Reporting Persons").
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|||
(b)
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The
principal business address for each of the Reporting Persons
is:
c/o
Gabriel Panayotides
17th
km National Road Athens
Lamia
& Finikos Street
145-64
Nea Kifisia
Athens,
Greece
|
|||
(c)
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The
principal business of Lhada and Tanew is acting as investment holding
companies. Mr. Panayotides serves as the Chairman of the board
of directors of the Issuer.
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Mr.
Panayotides may be deemed to beneficially own 31,214,286 Common Shares,
including warrants to purchase up to 4,071,428 Common Shares at an
exercise price of $3.50 per share, through Lhada Holdings Inc. and Tanew
Holdings Inc., the shares of which are held in trust through a Declaration
of Trust governed by Cypriot law, the beneficiaries of which are members
associated with Mr. Panayotides' family. Mr. Panayotides
disclaims beneficial ownership of such Common Shares except to the extent
of his voting and dispositive interests in such Common Shares and has no
pecuniary interest in such Common Shares. Mr. Panayotides is also the sole
director of both Lhada and Tanew.
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||||
(d),
(e)
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None
of the Reporting Persons has, during the last five years, been (i)
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding 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 violations
with respect to such laws.
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|||
(f)
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The
citizenship of each Reporting Person is as follows:
Lhada:
Liberian corporation;
Tanew:
Liberian corporation; and
Mr.
Panayotides: Citizen of Greece.
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|||
Item
3.
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Source
and Amount of Funds or Other Consideration.
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The
source of funds for the purchases of 12,857,143 Common Shares and
2,750,000 Warrants held in the account of Lhada was $22,500,000,
representing the working capital of Lhada. The source of funds
for the exercise of 714,286 Warrants held in the account of Lhada was
$2,500,001, representing the working capital of Lhada.
The
source of funds for the purchases of 12,857,143 Common Shares and
2,750,000 Warrants held in the account of Tanew was $22,500,000,
representing the working capital of Tanew. The source of funds for the
exercise of 714,286 Warrants held in the account of Tanew was $2,500,001,
representing the working capital of Tanew.
None
of the other persons named in response to Item 2 hold any shares of Common
Stock or Warrant in their accounts.
|
Item
4.
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Purpose
of Transaction.
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Lhada
and Tanew, Liberian corporations formed, among others, for the purpose of
acquisition, ownership and ultimate disposition of securities of the
Issuer.
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Lhada
and Tanew entered into a Stock Purchase Agreement on March 2, 2009 which
was subsequently amended on March 31, 2009 (the "Stock Purchase
Agreement") pursuant to which Lhada and Tanew agreed to purchase from the
Issuer (i) 25,714,286 Common Shares; and (ii) Warrants to purchase up to
5,500,000 Common Shares, for a purchase price of $45.0
million.
Mr.
Panayotides serves as Chairman of the board and a director of the
Issuer. As Chairman, Mr. Panayotides may have influence over
the corporate activities of the Issuer, including activities which may
relate to items described in paragraphs (a) through (j) of the
instructions to Item 4 of Schedule 13D. The Reporting Persons
reserve the right to acquire or dispose of shares Common Stock and
Warrants, or to formulate other purposes, plans or proposals regarding the
Issuer or the shares of Common Stock or Warrants held by the Reporting
Persons to the extent deemed advisable in light of general investment
policies, market conditions and other factors.
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|||
Item
5.
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Interest
in Securities of the Issuer.
|
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(a),
(b) As of March 31, 2010, there were 81,198,731 Common Shares
outstanding. Based on such information, the Reporting Persons
report beneficial ownership of the following Common
Shares:
|
Lhada
may be deemed to beneficially own 15,607,143 Common Shares, representing
approximately 19.2% of the outstanding Common Shares. Lhada has
the sole power to vote 0 Common Shares and the shared power to vote
15,607,143 Common Shares. Lhada has the sole power to dispose
of 0 Common Shares and the shared power to dispose of 15,607,143 Common
Shares.
|
Tanew
may be deemed to beneficially own 15,607,143 Common Shares, representing
approximately 19.2% of the outstanding Common Shares. Tanew has
the sole power to vote 0 Common Shares and the shared power to vote
15,607,143 Common Shares. Tanew has the sole power to dispose
of 0 Common Shares and the shared power to dispose of 15,607,143 Common
Shares.
|
Mr.
Panayotides may be deemed to beneficially own 33,464,286 Common Shares,
representing approximately 41.2% of the outstanding Common Shares. Mr.
Panayotides has the sole power to vote 33,464,286 Common Shares and the
shared power to vote 0 Common Shares. Mr. Panayotides has the sole power
to dispose of 33,464,286 Common Shares and the shared power to dispose of
0 Common
Shares.
Mr.
Panayotides disclaims beneficial ownership of 31,214,286 Common
Shares, composed of the 15,607,143 Common Shares beneficially owned by
Lhada and the 15,607,143 Common Shares beneficially owned by Tanew, except
to the extent of his voting and dispositive interests in such Common
Shares. Mr. Panayotides has no pecuniary interest in such
Common Shares.
|
No
persons other than the persons named in response to Item 2 have the sole
power to vote or to direct the vote, the shared power to vote or direct
the vote, the sole power to dispose or to direct the disposition of the
Common Shares that are the subject of this Schedule
13D.
|
(c) Except
for the award and issuance of the Compensation Shares described in Item 3,
no transactions in the Common Shares were effected by the Reporting
Persons during the past 60 days.
|
(d)
No person other than the beneficiaries of the Trust, and Mr. Panayotides
to the extent of 2,250,000 Common Shares, is known to have the right to
receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, any of the Common Shares beneficially owned by
the Reporting Persons.
|
(e) Not
applicable.
|
|||
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect
|
|
to
Securities of the Issuer.
|
Pursuant
to a Stock Purchase Agreement entered into on March 2, 2009 and
subsequently amended on March 31, 2009 (the "Stock Purchase Agreement"),
Lhada and Tanew agreed to purchase from the Issuer an aggregate of (i)
25,714,286 Common Shares; and (ii) Warrants to purchase up to 5,500,000
Common Shares, for an aggregate purchase price of $45.0
million. The Warrants, attached as Exhibits B and C to the Schedule 13D and
incorporated by reference herein, have an exercise price equal to $3.50
per share and had an exercise period that ran from April 1, 2009 through
March 31, 2010. Pursuant to an amendment made to each
of the Warrants, attached as Exhibits D and
E hereto, the exercise period has been extended through December
31, 2010. The Common Shares, the Warrants and the Warrant
Shares are subject to a 12 month lock-up which began on March 31,
2009.
Other
than the Stock Purchase Agreement, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 with
respect to any securities of the Issuer.
|
Item
7.
|
Material
to be Filed as Exhibits.
|
Exhibit
A - Joint Filing Undertaking.
Exhibit
D – Amendment No. 1 to Warrant No. W-1
Exhibit
E – Amendment No. 1 to Warrant No. W-2
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||
Dated: April
1, 2010
|
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(Date)
|
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LHADA
HOLDINGS INC.
|
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By: /s/
Gabriel Panayotides
|
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Name: Gabriel
Panayotides
|
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Title: Director
|
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TANEW
HOLDINGS INC.
|
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By: /s/
Gabriel Panayotides
|
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Name: Gabriel
Panayotides
|
|
Title: Director
|
|
/s/
Gabriel Panayotides
|
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Name: Gabriel
Panayotides
|
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Dated:
April 1, 2010
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(Date)
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LHADA
HOLDINGS INC.
|
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By: /s/
Gabriel Panayotides
|
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Name: Gabriel
Panayotides
|
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Title: Director
|
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TANEW
HOLDINGS INC.
|
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By: /s/
Gabriel Panayotides
|
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Name: Gabriel
Panayotides
|
|
Title: Director
|
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/s/
Gabriel Panayotides
|
|
Name: Gabriel
Panayotides
|
|