As filed with the Securities Exchange Commission on April 19, 2006
Registration Statement No. 333 -
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DIANA SHIPPING INC.
(Exact name of registrant as specified in its charter)
Republic of the Marshall N/A
Islands (I.R.S. Employer
(State or other Identification No.)
jurisdiction of
incorporation or
organization)
Diana Shipping Inc. Seward & Kissel LLP
Pendelis 16 Attention: Gary J.
175 64 Palaio Faliro Wolfe, Esq.
Athens, Greece One Battery Park Plaza
(30) 210 947-0100 New York, New York 10004
(Address and telephone (212) 574-1200
number of Registrant's (Name, address and
principal executive offices) telephone number of
agent for service)
---------------------------
Copies to:
Diana Shipping Inc. Gary J. Wolfe, Esq.
Pendelis 16 Seward & Kissel LLP
175 64 Palaio Faliro One Battery Park Plaza
Athens, Greece New York, New York 10004
(30) 210 947-0100 (212) 574-1200
--------------------------
Approximate date of commencement of proposed sale to the public: From time
to time after this registration statement becomes effective as determined by
market conditions and other factors.
If only securities being registered on the Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective Registration Statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Each Maximum Maximum
Class of Amount to be Aggregate Aggregate
Securities to Registered Price Per Unit Offering Price Amount of
be Registered (1)(4) (2) (1) Registration Fee
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Common Shares,
par value $
0.01 per share
(3) (9)
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Preferred
Shares, par
value $ 0.01
per share
(3)
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Debt Securities
(3)(4)
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Guarantees
(5)
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Warrants
(6)
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Purchase
Contracts
(7)
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Units
(8)
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Total $500,000,000 100% $500,000,000 $53,500
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(1) Such amount in U.S. dollars or the equivalent thereof in foreign currencies
as shall result in an aggregate initial public offering price for all
securities of $500,000,000.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act of 1933. Pursuant to
General Instruction II(C) of Form F-3, the table does not specify by each
class information as to the proposed maximum aggregate offering price. Any
securities registered hereunder may be sold separately or as units with
other securities registered hereunder. In no event will the aggregate
offering price of all securities sold by Diana Shipping Inc. pursuant to
this registration statement exceed $500,000,000.
(3) Also includes such indeterminate amount of debt securities and number of
preferred shares and common shares as may be issued upon conversion of or
in exchange for any other debt securities or preferred shares that provide
for conversion or exchange into other securities.
(4) If any debt securities are issued at an original issue discount, then the
offering may be in such greater principal amount as shall result in a
maximum aggregate offering price not to exceed $500,000,000.
(5) The debt securities may be guaranteed pursuant to guarantees by the
subsidiaries of Diana Shipping Inc. No separate compensation will be
received for the guarantees. Pursuant to Rule 457(n), no separate fees for
the guarantees are payable.
(6) There is being registered hereunder an indeterminate number of warrants as
may from time to time be sold at indeterminate prices.
(7) There is being registered hereunder an indeterminate number of purchase
contracts as may from time to time be sold at indeterminate prices.
(8) There is being registered hereunder an indeterminate number of units as may
from time to time be sold at indeterminate prices. Units may consist of any
combination of the securities registered hereunder.
(9) Each share of our common stock includes one right that, under certain
circumstances, entitles the holder to purchase from us a unit consisting of
one-thousandth of a share of our preferred stock at a purchase price of
$25.00 per unit, subject to specified adjustments.
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The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Country of IRS Employer Primary Standard
Specified in its Charter Incorporation Identification Industrial
No. Classification Code No.
------------------------ ------------- -------------- -----------------------
Buenos Aires Compania Armadora S.A. Panama N/A 4412
Cerada International S.A. Panama N/A 4412
Changame Compania Armadora S.A. Panama N/A 4412
Chorrera Compania Armadora S.A. Panama N/A 4412
Darien Compania Armadora S.A. Panama N/A 4412
Cypres Enterprises Corp. Panama N/A 4412
Eaton Marine S.A. Panama N/A 4412
Husky Trading S.A. Panama N/A 4412
Panama Compania Armadora S.A. Panama N/A 4412
Skyvan Shipping Company S.A. Panama N/A 4412
Texford Maritime S.A. Panama N/A 4412
Urbina Bay Trading S.A. Panama N/A 4412
Vesta Commercial S.A. Panama N/A 4412
Diana Shipping Services S.A. Panama N/A 4412
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
--------------------------------------------------------------------------------
Subject to completion dated April 19, 2006
$500,000,000
[DIANA LOGO]
Diana Shipping Inc.
Through this prospectus, we may periodically offer:
(1) our common shares,
(2) our preferred shares,
(3) our debt securities, which may be guaranteed by
one or more of our subsidiaries,
(4) our warrants,
(5) our purchase contracts, and
(6) our units.
The aggregate offering price of all securities issued under this
prospectus may not exceed $500,000,000.
The prices and other terms of the securities that we will offer will be
determined at the time of their offering and will be described in a supplement
to this prospectus.
Our common shares are currently listed on the New York Stock Exchange under
the symbol "DSX".
The securities issued under this prospectus may be offered directly or
through underwriters, agents or dealers. The names of any underwriters, agents
or dealers will be included in a supplement to this prospectus.
An investment in these securities involves risks. See the section entitled
"Risk Factors" beginning on page 7.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this prospectus is April , 2006
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
TABLE OF CONTENTS
PROSPECTUS SUMMARY.............................................................4
RISK FACTORS...................................................................7
USE OF PROCEEDS...............................................................17
FORWARD LOOKING STATEMENTS....................................................18
CAPITALIZATION................................................................20
PLAN OF DISTRIBUTION..........................................................21
ENFORCEMENT OF CIVIL LIABILITIES..............................................22
DESCRIPTION OF CAPITAL STOCK..................................................22
DESCRIPTION OF WARRANTS.......................................................29
DESCRIPTION OF DEBT SECURITIES................................................29
DESCRIPTION OF PURCHASE CONTRACTS.............................................39
DESCRIPTION OF UNITS..........................................................40
EXPENSES......................................................................40
LEGAL MATTERS.................................................................40
EXPERTS.......................................................................40
WHERE YOU CAN FIND ADDITIONAL INFORMATION.....................................41
Unless otherwise indicated, all dollar references in this prospectus are to
U.S. dollars and financial information presented in this prospectus that is
derived from financial statements incorporated by reference is prepared in
accordance with accounting principles generally accepted in the United States.
This prospectus is part of a registration statement we filed with the
Securities Exchange Commission, or Commission, using a shelf registration
process. Under the shelf registration process, we may sell the common shares,
preferred shares, debt securities, warrants, purchase contracts and units
described in this prospectus in one or more offerings up to a total dollar
amount of $500,000,000. This prospectus provides you with a general description
of the securities we may offer. Each time we offer securities, we will provide
you with a prospectus supplement that will describe the specific amounts, prices
and terms of the offered securities. The prospectus supplement may also add,
update or change the information contained in this prospectus. You should read
carefully both this prospectus and any prospectus supplement, together with the
additional information described below.
This prospectus does not contain all the information provided in the
registration statement we filed with the Commission. For further information
about us or the securities offered hereby, you should refer to that registration
statement, which you can obtain from the Commission as described below under
"Where You Can Find More Information".
PROSPECTUS SUMMARY
This section summarizes some of the information that is contained later in
this prospectus or in other documents incorporated by reference into this
prospectus. As an investor or prospective investor, you should review carefully
the risk factors and the more detailed information that appears later in this
prospectus or is contained in the documents that we incorporate by reference
into this prospectus.
Our Company
We are Diana Shipping Inc., a Marshall Islands company that owns and
operates dry bulk carriers that transport iron ore, coal, grain and other dry
cargoes along worldwide shipping routes. We priced the initial public offering
of our common shares on March 17, 2005, at which time our common shares
commenced trading on the New York Stock Exchange under the symbol "DSX". We
priced our secondary offering on December 6, 2005.
Our fleet consists of twelve modern Panamax dry bulk carriers and one
Capesize dry bulk carrier that, as of March 31, 2006, had a combined carrying
capacity of 1.1 million dwt and a weighted average age of 3.8 years. During 2004
and 2005 we had a fleet utilization of 99.8% and 99.7%, respectively, our
vessels achieved average daily time charter equivalent rates of $25,661 and
$27,838, respectively, and we generated revenues of $63.8 million and $103.1
million, respectively.
Our objective is to expand our presence in the dry bulk shipping industry.
In furtherance of this objective, during 2005 we took delivery of two newly
built Panamax dry bulk carriers, two secondhand Panamax dry bulk carriers and
one secondhand Capesize dry bulk carrier. In addition, we took delivery of a
newly built Panamax dry bulk carrier in January 2006.
Effective April 1, 2006 we have acquired our vessel management company,
Diana Shipping Services S.A., or DSS, and have brought the commercial and
technical management of our vessels in-house.
Our Fleet
The following table presents certain information concerning the dry bulk
carriers in our fleet.
Sister
Vessel Operating Status Dwt Age(1) Ship(2)
------- ---------------- --- ------ -------
Nirefs.............. Delivered Jan. 2001 75,311 5.2 years A
Alcyon.............. Delivered Feb. 2001 75,247 5.1 years A
Triton.............. Delivered March 2001 75,336 5.0 years A
Oceanis............. Delivered May 2001 75,211 4.8 years A
Dione............... Acquired May 2003 75,172 5.2 years A
Danae............... Acquired July 2003 75,106 5.2 years A
Protefs............. Delivered Aug. 2004 73,630 1.6 years B
Calipso............. Delivered Feb. 2005 73,691 1.2 years B
Pantelis SP......... Delivered Feb. 2005 169,883 7.1 years --
Clio................ Delivered May 2005 73,691 0.9 years B
Erato............... Acquired Nov. 2005 74,444 1.6 years C
Thetis.............. Acquired Nov. 2005 73,583 1.7 years B
Coronis............. Delivered Jan. 2006 74,381 0.2 years C
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(1) As of March 31, 2006.
(2) Each dry bulk carrier is a sister ship of each other bulk carrier that has
the same letter.
We charter our dry bulk carriers to customers primarily pursuant to time
charters. Under our time charters, the charterer typically pays us a fixed daily
charter hire rate and bears all voyage expenses, including the cost of bunkers
(fuel oil) and canal and port charges, excluding commissions. We remain
responsible for paying the chartered vessel's operating expenses, including the
cost of crewing, insuring, repairing and maintaining the vessel. We also pay
commissions ranging from 1.25% to 5.0% of the total daily charter hire rate of
each charter to unaffiliated ship brokers and to in-house brokers associated
with the charterer, depending on the number of brokers involved with arranging
the charter.
We strategically monitor developments in the dry bulk shipping industry on
a regular basis and, subject to market demand, adjust the charter hire periods
for our vessels according to prevailing market conditions. Historically, we have
employed our vessels on primarily short-term time charters that have ranged in
duration from 12 days to 12 months, which we believe have provided us with
flexibility in responding to market developments and have assisted us in
enhancing the amount of charter hire that we are paid. As contemplated by our
business strategy, however, we have also entered into time charters in excess of
18 months for five of the vessels in our fleet. We may in the future extend the
charter periods for additional vessels in our fleet to take advantage of the
relatively stable cash flow and high utilization rates that are associated with
long-term time charters.
We carry out the commercial, technical and strategic management of our
fleet in house through a wholly-owned subsidiary.
Our Competitive Strengths
We believe that we possess a number of strengths that provide us with a
competitive advantage in the dry bulk shipping industry:
o We own a modern, high quality fleet of dry bulk carriers. We believe
that owning a modern, high quality fleet reduces operating costs,
improves safety and provides us with a competitive advantage in
securing favorable time charters. We maintain the quality of our
vessels by carrying out regular inspections, both while in port and at
sea, and adopting a comprehensive maintenance program for each vessel.
o Our fleet includes three groups of sister ships. We believe that
maintaining a fleet that includes sister ships enhances the revenue
generating potential of our fleet by providing us with operational and
scheduling flexibility. The uniform nature of sister ships also
improves our operating efficiency by allowing our fleet manager to
apply the technical knowledge of one vessel to all vessels of the same
series, and creates economies of scale that enable us to realize cost
savings when maintaining, supplying and crewing our vessels.
o We have an experienced management team. Our management team consists
of experienced executives who have on average more than 20 years of
operating experience in the shipping industry and have demonstrated
ability in managing the commercial, technical and financial areas of
our business. Our management team is led by Mr. Simeon Palios, a
qualified naval architect and engineer who has 38 years of experience
in the shipping industry.
o Internal Management of Vessel Operations. Effective April 1, 2006 we
acquired our vessel manager and now conduct all of the commercial and
technical management of our vessels in-house. We believe that
providing our own commercial and technical management provides us a
competitive advantage over many of our competitors by allowing us to
more closely monitor our operations and offer a high quality of
performance, reliability and efficiency.
o We benefit from strong relationships with members of the shipping and
financial industries. We have developed strong relationships with
major international charterers, shipbuilders and financial
institutions that we believe are the result of the quality of our
operations, the strength of our management team and our reputation for
dependability.
o We have a strong balance sheet and a relatively low level of
indebtedness. We believe that our strong balance sheet and relatively
low level of indebtedness enhances our ability to draw on our credit
facility in connection with future acquisitions and enable us to use
cash flow that would otherwise be dedicated to debt service for other
purposes, including funding operations and making dividend payments.
Our Business Strategy
Our main objective is to manage and expand our fleet in a manner that
enables us to pay attractive dividends to our stockholders. To accomplish this
objective, we intend to:
o Continue to operate a high quality fleet. We intend to limit our
acquisition of ships to vessels that meet rigorous industry standards
and that are capable of meeting charterer certification requirements.
We intend to preserve the quality of our fleet through regular
inspections of our vessels and a comprehensive maintenance program.
o Strategically expand the size of our fleet. We intend to grow our
fleet through timely and selective acquisitions of vessels in a manner
that is accretive to dividends per share. We expect to focus our dry
bulk carrier acquisitions primarily on Panamax and Capesize dry bulk
carriers. We intend to continue to monitor developments in market
conditions regularly, and expect to acquire vessels in the future when
those acquisitions would, in our view, present favorable investment
opportunities.
o Pursue an appropriate balance of short-term and long-term time
charters. We historically have chartered our vessels to customers
primarily pursuant to short-term time charters, which we believe have
generally increased our flexibility in responding to market
developments and assisted us in enhancing the amount of charter hire
rates that we are paid. We have also entered into time charters in
excess of 18 months for five of the vessels in our fleet and may in
the future extend the charter periods for additional vessels to take
advantage of the relatively stable cash flow and high utilization
rates that are associated with long-term time charters.
o Maintain a strong balance sheet with low leverage. In the future, we
expect to draw funds under our credit facility to fund vessel
acquisitions and to finance our acquisition of our fleet manager. We
intend to repay our acquisition related debt from time to time with
the net proceeds of equity issuances. We intend to limit the amount of
indebtedness that we have outstanding at any time to relatively
conservative levels.
o Maintain low cost, highly efficient operations. We intend to actively
monitor and control vessel operating expenses without compromising the
quality of our vessel management by utilizing regular inspection and
maintenance programs, employing and retaining qualified crew members
and taking advantage of the economies of scale that result from
operating sister ships.
o Capitalize on our established reputation. We intend to capitalize on
our reputation for maintaining high standards of performance,
reliability and safety in establishing and maintaining relationships
with major international charterers who consider the reputation of a
vessel owner and operator when entering into time charters and with
shipyards and financial institutions who consider reputation to be an
indicator of creditworthiness.
Corporate Structure
Diana Shipping Inc. is a holding company incorporated under the laws of the
Marshall Islands. We own each of our vessels through separate wholly-owned
subsidiaries incorporated in the Republic of Panama. We maintain our principal
executive offices at Pendelis 16, 175 64 Palaio Faliro, Athens, Greece. Our
telephone number at that address is +30 (210) 947-0100.
The Securities We May Offer
We may use this prospectus to offer up to $500,000,000 of:
o common shares;
o preferred shares;
o debt securities, which may be guaranteed by one or more of our
subsidiaries;
o warrants;
o purchase contracts; and
o units.
We may also offer securities of the types listed above that are convertible
or exchangeable into one or more of the securities listed above.
A prospectus supplement will describe the specific types, amounts, prices,
and detailed terms of any of these offered securities and may describe certain
risks in addition to those set forth below associated with an investment in the
securities. Terms used in the prospectus supplement will have the meanings
described in this prospectus, unless otherwise specified.
RISK FACTORS
The following risk factors and other information included in this
prospectus should be carefully considered before making an investment decision.
In addition, you should also consider carefully the risks set forth under the
heading "Risk Factors" in any prospectus supplement before investing in the
securities offered thereby. The occurrence of any of the events described in
this section or in any prospectus supplement could significantly and negatively
affect our business, financial condition, operating results or cash available
for dividends or the trading price of our common shares and cause you to lose
all or part of your investment.
Industry Specific Risk Factors
Charter hire rates for dry bulk carriers may decrease in the future, which may
adversely affect our earnings
The dry bulk shipping industry is cyclical with attendant volatility in
charter hire rates and profitability. The degree of charter hire rate volatility
among different types of dry bulk carriers has varied widely. Charter hire rates
for Panamax and Capesize dry bulk carriers have declined from their historically
high levels. Because we generally charter our vessels pursuant to short-term
time charters, we are exposed to changes in spot market rates for dry bulk
carriers and such changes may affect our earnings and the value of our dry bulk
carriers at any given time. We cannot assure you that we will be able to
successfully charter our vessels in the future or renew existing charters at
rates sufficient to allow us to meet our obligations or to pay dividends to our
stockholders. Because the factors affecting the supply and demand for vessels
are outside of our control and are unpredictable, the nature, timing, direction
and degree of changes in industry conditions are also unpredictable.
Factors that influence demand for vessel capacity include:
o demand for and production of dry bulk products;
o global and regional economic and political conditions;
o the distance dry bulk is to be moved by sea; and
o changes in seaborne and other transportation patterns.
The factors that influence the supply of vessel capacity include:
o the number of newbuilding deliveries;
o port and canal congestion;
o the scrapping rate of older vessels;
o vessel casualties; and
o the number of vessels that are out of service.
We anticipate that the future demand for our dry bulk carriers will be
dependent upon continued economic growth in the world's economies, including
China and India, seasonal and regional changes in demand, changes in the
capacity of the global dry bulk carrier fleet and the sources and supply of dry
bulk cargo to be transported by sea. The capacity of the global dry bulk carrier
fleet seems likely to increase and there can be no assurance that economic
growth will continue. Adverse economic, political, social or other developments
could have a material adverse effect on our business and operating results.
The market values of our vessels may decrease, which could limit the amount of
funds that we can borrow under our credit facility
The fair market values of our vessels have generally experienced high
volatility. The market prices for secondhand Panamax and Capesize dry bulk
carriers have declined from historically high levels. You should expect the
market value of our vessels to fluctuate depending on general economic and
market conditions affecting the shipping industry and prevailing charter hire
rates, competition from other shipping companies and other modes of
transportation, types, sizes and age of vessels, applicable governmental
regulations and the cost of newbuildings. If the market value of our fleet
declines, we may not be able to draw down the full amount of our credit facility
and we may not be able to obtain other financing or incur debt on terms that are
acceptable to us or at all.
The market values of our vessels may decrease, which could cause us to breach
covenants in our credit facility and adversely affect our operating results
We believe that the market value of our fleet is in excess of amounts
required under our credit facility. However, if the market values of our
vessels, which have declined from historically high levels, decrease, we may
breach some of the covenants contained in the financing agreements relating to
our indebtedness at the time, including covenants in our credit facility. If we
do breach such covenants and we are unable to remedy the relevant breach, our
lenders could accelerate our debt and foreclose on our fleet. In addition, if
the book value of a vessel is impaired due to unfavorable market conditions or a
vessel is sold at a price below its book value, we would incur a loss that could
adversely affect our operating results.
World events could affect our results of operations and financial condition
Terrorist attacks such as those in New York on September 11, 2001 and in
London on July 7, 2005 and the continuing response of the United States to these
attacks, as well as the threat of future terrorist attacks in the United States
or elsewhere, continues to cause uncertainty in the world's financial markets
and may affect our business, operating results and financial condition. The
continuing conflict in Iraq may lead to additional acts of terrorism and armed
conflict around the world, which may contribute to further economic instability
in the global financial markets. These uncertainties could also adversely affect
our ability to obtain additional financing on terms acceptable to us or at all.
In the past, political conflicts have also resulted in attacks on vessels,
mining of waterways and other efforts to disrupt international shipping,
particularly in the Arabian Gulf region. Acts of terrorism and piracy have also
affected vessels trading in regions such as the South China Sea. Any of these
occurrences could have a material adverse impact on our operating results,
revenues and costs.
Our operating results are subject to seasonal fluctuations, which could affect
our operating results and the amount of available cash with which we can pay
dividends
We operate our vessels in markets that have historically exhibited seasonal
variations in demand and, as a result, in charter hire rates. This seasonality
may result in quarter-to-quarter volatility in our operating results, which
could affect the amount of dividends that we pay to our stockholders from
quarter to quarter. The dry bulk carrier market is typically stronger in the
fall and winter months in anticipation of increased consumption of coal and
other raw materials in the northern hemisphere during the winter months. In
addition, unpredictable weather patterns in these months tend to disrupt vessel
scheduling and supplies of certain commodities. As a result, our revenues have
historically been weaker during the fiscal quarters ended June 30 and September
30, and, conversely, our revenues have historically been stronger in fiscal
quarters ended December 31 and March 31. While this seasonality has not
materially affected our operating results, it could materially affect our
operating results and cash available for distribution to our stockholders as
dividends in the future.
Rising fuel prices may adversely affect our profits
While we generally do not bear the cost of fuel (bunkers) under our
charters, fuel is a significant, if not the largest, expense in our shipping
operations when vessels are under voyage charter. Changes in the price of fuel
may adversely affect our profitability. The price and supply of fuel is
unpredictable and fluctuates based on events outside our control, including
geopolitical developments, supply and demand for oil and gas, actions by OPEC
and other oil and gas producers, war and unrest in oil producing countries and
regions, regional production patterns and environmental concerns. Further, fuel
may become much more expensive in the future, which may reduce the profitability
and competitiveness of our business versus other forms of transportation, such
as truck or rail.
We are subject to international safety regulations and the failure to comply
with these regulations may subject us to increased liability, may adversely
affect our insurance coverage and may result in a denial of access to, or
detention in, certain ports
The operation of our vessels is affected by the requirements set forth in
the United Nations' International Maritime Organization's International
Management Code for the Safe Operation of Ships and Pollution Prevention, or ISM
Code. The ISM Code requires shipowners, ship managers and bareboat charterers to
develop and maintain an extensive "Safety Management System" that includes the
adoption of a safety and environmental protection policy setting forth
instructions and procedures for safe operation and describing procedures for
dealing with emergencies. The failure of a shipowner or bareboat charterer to
comply with the ISM Code may subject it to increased liability, may invalidate
existing insurance or decrease available insurance coverage for the affected
vessels and may result in a denial of access to, or detention in, certain ports.
As of the date of this prospectus, each of our vessels is ISM code-certified.
Maritime claimants could arrest one or more of our vessels, which could
interrupt our cash flow
Crew members, suppliers of goods and services to a vessel, shippers of
cargo and other parties may be entitled to a maritime lien against a vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a claimant may seek
to obtain security for its claim by arresting a vessel through foreclosure
proceedings. The arrest or attachment of one or more of our vessels could
interrupt our cash flow and require us to pay large sums of money to have the
arrest or attachment lifted. In addition, in some jurisdictions, such as South
Africa, under the "sister ship" theory of liability, a claimant may arrest both
the vessel which is subject to the claimant's maritime lien and any "associated"
vessel, which is any vessel owned or controlled by the same owner. Claimants
could attempt to assert "sister ship" liability against one vessel in our fleet
for claims relating to another of our vessels.
Governments could requisition our vessels during a period of war or emergency,
resulting in a loss of earnings
A government could requisition one or more of our vessels for title or for
hire. Requisition for title occurs when a government takes control of a vessel
and becomes her owner, while requisition for hire occurs when a government takes
control of a vessel and effectively becomes her charterer at dictated charter
rates. Generally, requisitions occur during periods of war or emergency,
although governments may elect to requisition vessels in other circumstances.
Although we would be entitled to compensation in the event of a requisition of
one or more of our vessels, the amount and timing of payment would be uncertain.
Government requisition of one or more of our vessels may negatively impact our
revenues and reduce the amount of cash we have available for distribution as
dividends to our stockholders.
Company Specific Risk Factors
We are dependent on short-term time charters in a volatile shipping industry and
a decline in charter hire rates would affect our results of operations and
ability to pay dividends
We charter our vessels primarily pursuant to short-term time charters,
although we have also entered into time charters in excess of 18 months for five
of our vessels and we may in the future employ additional vessels on longer term
time charters. Currently, four of our vessels are employed on time charters
scheduled to expire within the next six months, at which time we expect to enter
into new charters for those vessels. Although dependence on short-term time
charters is not unusual in the dry bulk shipping industry, the short-term time
charter market is highly competitive and spot market charter hire rates (which
affect time charter rates) may fluctuate significantly based upon available
charters and the supply of, and demand for, seaborne shipping capacity. While
our focus on the short-term time charter market may enable us to benefit in
periods of increasing charter hire rates, we must consistently renew our
charters and this dependence makes us vulnerable to declining charter rates. As
a result of the volatility in the dry bulk carrier charter market, we may not be
able to employ our vessels upon the termination of their existing charters at
their current charter hire rates. The dry bulk carrier charter market is
volatile, and in the past short-term time charter and spot market charter rates
for dry bulk carriers have declined below operating costs of vessels. We cannot
assure you that future charter hire rates will enable us to operate our vessels
profitably or to pay you dividends.
Our earnings may be adversely affected if we are not able to take advantage of
favorable charter rates
We charter our dry bulk carriers to customers primarily pursuant to
short-term time charters that range in duration from 12 days to 12 months.
However, we have also entered into time charters in excess of 18 months for five
of our vessels. We may in the future extend the charter periods for additional
vessels in our fleet. While we believe that longer-term charters provide us with
relatively stable cash flows and higher utilization rates than shorter-term
charters, our vessels that are committed to longer-term charters may not be
available for employment on short-term charters during periods of increasing
short-term charter hire rates when these charters may be more profitable than
long-term charters.
We cannot assure you that our board of directors will declare dividends
Our policy is to declare quarterly distributions to stockholders by each
February, May, August and November substantially equal to our available cash
from operations during the previous quarter after cash expenses and reserves for
scheduled drydockings, intermediate and special surveys and other purposes as
our board of directors may from time to time determine are required, after
taking into account contingent liabilities, the terms of our credit facility,
our growth strategy and other cash needs and the requirements of Marshall
Islands law. The declaration and payment of dividends, if any, will always be
subject to the discretion of our board of directors. The timing and amount of
any dividends declared will depend on, among other things, our earnings,
financial condition and cash requirements and availability, our ability to
obtain debt and equity financing on acceptable terms as contemplated by our
growth strategy and provisions of Marshall Islands law affecting the payment of
dividends. The international dry bulk shipping industry is highly volatile, and
we cannot predict with certainty the amount of cash, if any, that will be
available for distribution as dividends in any period. Also, there may be a high
degree of variability from period to period in the amount of cash that is
available for the payment of dividends.
We may incur expenses or liabilities or be subject to other circumstances
in the future that reduce or eliminate the amount of cash that we have available
for distribution as dividends, including as a result of the risks described in
this section of the prospectus. Our growth strategy contemplates that we will
finance the acquisition of additional vessels through a combination of debt and
equity financing on terms acceptable to us. If financing is not available to us
on acceptable terms, our board of directors may determine to finance or
refinance acquisitions with cash from operations, which would reduce or even
eliminate the amount of cash available for the payment of dividends.
Marshall Islands law generally prohibits the payment of dividends other
than from surplus (retained earnings and the excess of consideration received
for the sale of shares above the par value of the shares) or while a company is
insolvent or would be rendered insolvent by the payment of such a dividend. We
may not have sufficient surplus in the future to pay dividends. We can give no
assurance that dividends will be paid in the amounts anticipated in this
prospectus or at all.
We may have difficulty managing our planned growth properly
In 2005, we took delivery of five vessels, two new building Panamax dry
bulk carriers, two secondhand Panamax dry bulk carriers and one secondhand
Capesize dry bulk carrier. In January 2006, we took delivery of one additional
newly built Panamax dry bulk carrier. The addition of these vessels to our fleet
has resulted in a significant increase of the size of our fleet and has imposed
significant additional responsibilities on our management and staff. While we
expect our fleet to grow further, this may require us to increase the number of
our personnel. We will also have to increase our customer base to provide
continued employment for the new vessels. In addition, our acquisition of our
fleet manager, on April 1, 2006, has imposed further requirements upon our
management and staff.
Our future growth will primarily depend on our ability to:
o locate and acquire suitable vessels;
o identify and consummate acquisitions or joint ventures;
o enhance our customer base;
o manage our expansion; and
o obtain required financing on acceptable terms.
Growing any business by acquisition presents numerous risks, such as
undisclosed liabilities and obligations, the possibility that indemnification
agreements will be unenforceable or insufficient to cover potential losses and
difficulties associated with imposing common standards, controls, procedures and
policies, obtaining additional qualified personnel, managing relationships with
customers and integrating newly acquired assets and operations into existing
infrastructure. We cannot give any assurance that we will be successful in
executing our growth plans or that we will not incur significant expenses and
losses in connection with our future growth.
We cannot assure you that we will be able to borrow amounts under our credit
facility and restrictive covenants in our credit facility may impose financial
and other restrictions on us
We entered into a secured revolving credit facility with The Royal Bank of
Scotland Plc in February 2005, which we have already used and intend to use in
the future to finance future vessel acquisitions and our working capital
requirements. Our ability to borrow amounts under the credit facility is subject
to the execution of customary documentation relating to the facility, including
security documents, satisfaction of certain customary conditions precedent and
compliance with terms and conditions included in the loan documents. Prior to
each drawdown, we are required, among other things, to provide the lender with
acceptable valuations of the vessels in our fleet confirming that the vessels in
our fleet have a minimum value and that the vessels in our fleet that secure our
obligations under the facility are sufficient to satisfy minimum security
requirements. To the extent that we are not able to satisfy these requirements,
including as a result of a decline in the value of our vessels, we may not be
able to draw down the full amount under the credit facility without obtaining a
waiver or consent from the lender. We will also not be permitted to borrow
amounts under the facility if we experience a change of control.
The credit facility also imposes operating and financial restrictions on
us. These restrictions may limit our ability to, among other things:
o pay dividends or make capital expenditures if we do not repay
amounts drawn under our credit facility, if there is a default
under the credit facility or if the payment of the dividend or
capital expenditure would result in a default or breach of a loan
covenant;
o incur additional indebtedness, including through the issuance of
guarantees;
o change the flag, class or management of our vessels;
o create liens on our assets;
o sell our vessels;
o enter into a time charter or consecutive voyage charters that
have a term that exceeds, or which by virtue of any optional
extensions may exceed, thirteen months;
o merge or consolidate with, or transfer all or substantially all
our assets to, another person; and
o enter into a new line of business.
Therefore, we may need to seek permission from our lender in order to
engage in some corporate actions. Our lender's interests may be different from
ours and we cannot guarantee that we will be able to obtain our lender's
permission when needed. This may limit our ability to pay dividends to you,
finance our future operations, make acquisitions or pursue business
opportunities.
We cannot assure you that we will be able to refinance indebtedness incurred
under our credit facility
We intend to finance our future vessel acquisitions initially with secured
indebtedness drawn under our credit facility. While we intend to refinance
amounts drawn under our credit facility with the net proceeds of future equity
offerings, we cannot assure you that we will be able to do so on terms that are
acceptable to us or at all. If we are not able to refinance these amounts with
the net proceeds of equity offerings on terms acceptable to us or at all, we
will have to dedicate a portion of our cash flow from operations to pay the
principal and interest of this indebtedness. If we are not able to satisfy these
obligations, we may have to undertake alternative financing plans. The actual or
perceived credit quality of our charterers, any defaults by them, and the market
value of our fleet, among other things, may materially affect our ability to
obtain alternative financing. In addition, debt service payments under our
credit facility or alternative financing may limit funds otherwise available for
working capital, capital expenditures and other purposes. If we are unable to
meet our debt obligations, or if we otherwise default under our credit facility
or an alternative financing arrangement, our lender could declare the debt,
together with accrued interest and fees, to be immediately due and payable and
foreclose on our fleet, which could result in the acceleration of other
indebtedness that we may have at such time and the commencement of similar
foreclosure proceedings by other lenders.
Purchasing and operating secondhand vessels may result in increased operating
costs and reduced fleet utilization
While we have the right to inspect previously owned vessels prior to our
purchase of them and we intend to inspect all secondhand vessels that we acquire
in the future, such an inspection does not provide us with the same knowledge
about their condition that we would have if these vessels had been built for and
operated exclusively by us. A secondhand vessel may have conditions or defects
that we were not aware of when we bought the vessel and which may require us to
incur costly repairs to the vessel. These repairs may require us to put a vessel
into drydock which would reduce our fleet utilization. Furthermore, we usually
do not receive the benefit of warranties on secondhand vessels.
In the highly competitive international shipping industry, we may not be able to
compete for charters with new entrants or established companies with greater
resources
We employ our vessels in a highly competitive market that is capital
intensive and highly fragmented. Competition arises primarily from other vessel
owners, some of whom have substantially greater resources than we do.
Competition for the transportation of dry bulk cargo by sea is intense and
depends on price, location, size, age, condition and the acceptability of the
vessel and its operators to the charterers. Due in part to the highly fragmented
market, competitors with greater resources could enter the dry bulk shipping
industry and operate larger fleets through consolidations or acquisitions and
may be able to offer lower charter rates and higher quality vessels than we are
able to offer.
We may be unable to attract and retain key management personnel and other
employees in the shipping industry, which may negatively impact the
effectiveness of our management and results of operations
Our success depends to a significant extent upon the abilities and efforts
of our management team. We have entered into employment contracts with our
Chairman and Chief Executive Officer, Mr. Simeon Palios, our Chief Financial
Officer and Treasurer, Mr. Andreas Michalopoulos, our President, Mr. Anastassis
Margaronis, our Vice President and Head of Corporate Development, Mr.
Konstantinos Koutsomitopoulos and our Vice President, Mr. Ioannis Zafirakis. Our
success will depend upon our ability to retain key members of our management
team and to hire new members as may be necessary. It is noted that Mr.
Konstantinos Koutsomitopoulos resigned from the position of Chief Financial
Officer and Treasurer and was replaced by Mr. Andreas Michalopoulos effective
March 8, 2006. The loss of any of these individuals if we are not able to retain
qualified replacements could adversely affect our business prospects and
financial condition. Difficulty in hiring and retaining replacement personnel
could have a similar effect. We do not currently, nor do we intend to, maintain
"key man" life insurance on any of our officers.
Risks associated with operating ocean-going vessels could affect our business
and reputation, which could adversely affect our revenues and stock price
The operation of ocean-going vessels carries inherent risks. These risks
include the possibility of:
o marine disaster;
o environmental accidents;
o cargo and property losses or damage;
o business interruptions caused by mechanical failure, human error,
war, terrorism, political action in various countries, labor
strikes or adverse weather conditions; and
o piracy.
Any of these circumstances or events could increase our costs or lower our
revenues. The involvement of our vessels in an environmental disaster may harm
our reputation as a safe and reliable vessel owner and operator.
The shipping industry has inherent operational risks that may not be adequately
covered by our insurance
We procure insurance for our fleet against risks commonly insured against
by vessel owners and operators. Our current insurance includes hull and
machinery insurance, war risks insurance and protection and indemnity insurance
(which includes environmental damage and pollution insurance). We can give no
assurance that we are adequately insured against all risks or that our insurers
will pay a particular claim. Even if our insurance coverage is adequate to cover
our losses, we may not be able to timely obtain a replacement vessel in the
event of a loss. Furthermore, in the future, we may not be able to obtain
adequate insurance coverage at reasonable rates for our fleet. We may also be
subject to calls, or premiums, in amounts based not only on our own claim
records but also the claim records of all other members of the protection and
indemnity associations through which we receive indemnity insurance coverage for
tort liability. Our insurance policies also contain deductibles, limitations and
exclusions which, although we believe are standard in the shipping industry, may
nevertheless increase our costs.
The aging of our fleet may result in increased operating costs in the future,
which could adversely affect our earnings
In general, the cost of maintaining a vessel in good operating condition
increases with the age of the vessel. As of March 31, 2006, the thirteen vessels
in our fleet had a weighted average age of 3.8 years and a combined carrying
capacity of 1.1 million dwt. As our fleet ages, we will incur increased costs.
Older vessels are typically less fuel efficient and more costly to maintain than
more recently constructed vessels due to improvements in engine technology.
Cargo insurance rates increase with the age of a vessel, making older vessels
less desirable to charterers. Governmental regulations and safety or other
equipment standards related to the age of vessels may also require expenditures
for alterations or the addition of new equipment to our vessels and may restrict
the type of activities in which our vessels may engage. We cannot assure you
that, as our vessels age, market conditions will justify those expenditures or
enable us to operate our vessels profitably during the remainder of their useful
lives.
We may have to pay tax on United States source income, which would reduce our
earnings
Under the United States Internal Revenue Code of 1986, or the Code, 50% of
the gross shipping income of a vessel owning or chartering corporation, such as
ourselves and our subsidiaries, that is attributable to transportation that
begins or ends, but that does not both begin and end, in the United States is
characterized as United States source shipping income and such income is subject
to a 4% United States federal income tax without allowance for any deductions,
unless that corporation qualifies for exemption from tax under Section 883 of
the Code and the Treasury Regulations promulgated thereunder in August of 2003
and effective for calendar year taxpayers such as us on January 1, 2005.
Prior to our secondary offering in December 2005, based on a literal
reading of the Section 883 regulation's treatment of holders of bearer shares as
non-qualified shareholders, we did not qualify for this statutory tax exemption
for the 2005 taxable year since holders of bearer shares beneficially owned
51.80% of our stock. Nevertheless, we believe our facts are distinguishable from
those which the regulations were intended to address and therefore, we intend to
take the position that we qualify for this statutory tax exemption for United
States federal income tax purposes for 2005. We can give no assurance, however,
that we would prevail if our position were challenged on audit.
After our secondary offering in December 2005, as a result of the
percentage ownership of our stock held by holders of bearer shares being reduced
to 46.04% and the commitment of Zoe S. Company Ltd., the owner of 11.22% of our
stock, to procure the submission of ownership statements evidencing the status
of its ultimate beneficial owners as qualified shareholders in accordance with
the Section 883 regulations, we expect that we and each of our subsidiaries will
qualify for exemption under Section 883 for 2006, assuming that for more than
half the days of the year, the ownership of our shares by holders of bearer
shares remains below 50%, there are no other owners of 5% or more of our stock
other than Zoe S. Company during such period, and Zoe S. Company Ltd. procures
the submission of the ownership statements evidencing the qualified shareholder
status of its ultimate beneficial owners for such period. However, there are
factual circumstances beyond our control that could cause us to lose the benefit
of this tax exemption. For example, if other shareholders with a five percent or
greater interest in our stock were to acquire and hold our stock for more than
half the days of the year and we could not obtain ownership statements from them
evidencing their qualified shareholder status, our eligibility to qualify for
exemption under Section 883 would depend upon taking the same position as to the
holders of bearer shares as we intend to take on our U.S. tax returns for 2005
and as indicated above, we can give no assurance that we would prevail if our
position were challenged on audit.
If we or our subsidiaries are not entitled to this exemption under Section
883 for any taxable year, we or our subsidiaries would be subject for those
years to a 4% United States federal income tax on our U.S.-source shipping
income. The imposition of this taxation could have a negative effect on our
business and would result in decreased earnings available for distribution to
our shareholders. For the 2005 taxable year, we estimate that our maximum United
States federal income tax liability would be immaterial if we were to be subject
to this taxation.
United States tax authorities could treat us as a "passive foreign investment
company", which could have adverse United States federal income tax consequences
to United States holders
A foreign corporation will be treated as a "passive foreign investment
company," or PFIC, for United States federal income tax purposes if either (1)
at least 75% of its gross income for any taxable year consists of certain types
of "passive income" or (2) at least 50% of the average value of the
corporation's assets produce or are held for the production of those types of
"passive income." For purposes of these tests, "passive income" includes
dividends, interest, and gains from the sale or exchange of investment property
and rents and royalties other than rents and royalties which are received from
unrelated parties in connection with the active conduct of a trade or business.
For purposes of these tests, income derived from the performance of services
does not constitute "passive income." United States shareholders of a PFIC are
subject to a disadvantageous United States federal income tax regime with
respect to the income derived by the PFIC, the distributions they receive from
the PFIC and the gain, if any, they derive from the sale or other disposition of
their shares in the PFIC.
Based on our current and proposed method of operation, we do not believe
that we will be a PFIC with respect to any taxable year. In this regard, we
intend to treat the gross income we derive or are deemed to derive from our time
chartering activities as services income, rather than rental income.
Accordingly, we believe that our income from our time chartering activities does
not constitute "passive income," and the assets that we own and operate in
connection with the production of that income do not constitute passive assets.
There is, however, no direct legal authority under the PFIC rules
addressing our proposed method of operation. Accordingly, no assurance can be
given that the United States Internal Revenue Service, or IRS, or a court of law
will accept our position, and there is a risk that the IRS or a court of law
could determine that we are a PFIC. Moreover, no assurance can be given that we
would not constitute a PFIC for any future taxable year if there were to be
changes in the nature and extent of our operations.
If the IRS were to find that we are or have been a PFIC for any taxable
year, our United States shareholders will face adverse United States tax
consequences. Under the PFIC rules, unless those shareholders make an election
available under the Code (which election could itself have adverse consequences
for such shareholders, such shareholders would be liable to pay United States
federal income tax at the then prevailing income tax rates on ordinary income
plus interest upon excess distributions and upon any gain from the disposition
of our common shares, as if the excess distribution or gain had been recognized
ratably over the shareholder's holding period of our common shares.
We depend upon a few significant customers for a large part of our revenues and
the loss of one or more of these customers could adversely affect our financial
performance
We have historically derived a significant part of our revenues from a
small number of charterers. During the year ended December 31, 2005,
approximately 63% of our revenues derived from four charterers and in 2004
approximately 76% of our revenues also derived from four charterers. If one or
more of our charterers chooses not to charter our vessels or is unable to
perform under one or more charters with us and we are not able to find a
replacement charter, we could suffer a loss of revenues that could adversely
affect our financial condition, results of operations and cash available for
distribution as dividends to our stockholders.
Our vessels may suffer damage and we may face unexpected drydocking costs, which
could adversely affect our cash flow and financial condition
If our vessels suffer damage, they may need to be repaired at a drydocking
facility. The costs of drydock repairs are unpredictable and can be substantial.
The loss of earnings while our vessels are being repaired and repositioned, as
well as the actual cost of these repairs, would decrease our earnings and reduce
the amount of cash that we have available for dividends. We may not have
insurance that is sufficient to cover all or any of these costs or losses and
may have to pay drydocking costs not covered by our insurance.
We are a holding company, and we depend on the ability of our subsidiaries to
distribute funds to us in order to satisfy our financial obligations and to make
dividend payments
We are a holding company and our subsidiaries conduct all of our operations
and own all of our operating assets. We have no significant assets other than
the equity interests in our subsidiaries. As a result, our ability to make
dividend payments depends on our subsidiaries and their ability to distribute
funds to us. If we are unable to obtain funds from our subsidiaries, our board
of directors may exercise its discretion not to declare or pay dividends. We do
not intend to obtain funds from other sources to pay dividends.
As we expand our business, we may need to improve our operating and financial
systems and will need to recruit suitable employees and crew for our vessels
Our current operating and financial systems may not be adequate as we
expand the size of our fleet and our attempts to improve those systems may be
ineffective. In addition, as we expand our fleet, we will need to recruit
suitable additional seafarers and shoreside administrative and management
personnel. While we have not experienced any difficulty in recruiting to date,
we cannot guarantee that we will be able to continue to hire suitable employees
as we expand our fleet. If we or our crewing agent encounters business or
financial difficulties, we may not be able to adequately staff our vessels. If
we are unable to grow our financial and operating systems or to recruit suitable
employees as we expand our fleet, our financial performance may be adversely
affected and, among other things, the amount of cash available for distribution
as dividends to our stockholders may be reduced.
USE OF PROCEEDS
Unless we specify otherwise in any prospectus supplement, we intend to use
the net proceeds from the sale of securities offered by this prospectus to make
vessel acquisitions and for capital expenditures, repayment of indebtedness,
working capital, and general corporate purposes.
FORWARD LOOKING STATEMENTS
Matters discussed in this document may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and
other statements, which are other than statements of historical facts.
We desire to take advantage of the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are including this cautionary
statement in connection with this safe harbor legislation. This document and any
other written or oral statements made by us or on our behalf may include
forward-looking statements which reflect our current views with respect to
future events and financial performance. The words "believe", "anticipate",
"intend", "estimate", "forecast", "project", "plan", "potential", "will", "may",
"should", "expect" and similar expressions identify forward-looking statements.
The forward-looking statements in this document are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although we believe that these assumptions were reasonable when made,
because these assumptions are inherently subject to significant uncertainties
and contingencies which are difficult or impossible to predict and are beyond
our control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
In addition to these important factors and matters discussed elsewhere in
this prospectus, and in the documents incorporated by reference in this
prospectus, important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking statements include
the strength of world economies and currencies, general market conditions,
including fluctuations in charterhire rates and vessel values, changes in demand
in the dry bulk vessel market, changes in the company's operating expenses,
including bunker prices, drydocking and insurance costs, changes in governmental
rules and regulations or actions taken by regulatory authorities including those
that may limit the commercial useful lives of dry bulk vessels, potential
liability from pending or future litigation, general domestic and international
political conditions, potential disruption of shipping routes due to accidents
or political events, and other important factors described from time to time in
the reports we file with the Commission and the New York Stock Exchange. We
caution readers of this prospectus and any prospectus supplement not to place
undue reliance on these forward-looking statements, which speak only as of their
dates. We undertake no obligation to update or revise any forward-looking
statements.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our unaudited ratio of earnings to fixed
charges for each of the preceding five fiscal years (1).
Year ended December 31,
2005 2004 2003 2002 2001
------- ------- ------- ------- -------
(in thousands of U.S. Dollars)
Earnings
Net Income (Loss) $64,990 $60,083 $ 9,489 $ 76 $ (392)
Add: Fixed charges 2,093 2,470 1,848 2,001 2,893
------- ------- ------- ------- -------
67,083 62,553 11,337 2,077 2,501
Less: Interest capitalized 122 339 91 0 203
------- ------- ------- ------- -------
Total Earnings $66,961 $62,214 $11,246 $ 2,077 $ 2,298
======= ======= ======= ======= =======
Fixed Charges
Interest expensed and capitalized 1,503 2,382 1,775 1,940 2,556
Amortization and write-off of
capitalized expenses relating to
indebtedness 590 88 73 61 337
------- ------- ------- ------- -------
Total Fixed Charges $ 2,093 $ 2,470 $ 1,848 $ 2,001 $ 2,893
======= ======= ======= ======= =======
Ratio of Earnings to Fixed
Charges 32.0x 25.2x 6.1x 1.0x 0.8x
Dollar Amount (in thousands) of
Deficiency in Earnings to Fixed
Charges n/a n/a n/a n/a $ 595
----------
(1) We have not issued any preferred stock as of the date of this prospectus.
For purposes of computing the consolidated ratio of earnings to fixed charges,
earnings consist of net income plus interest expensed and amortization and
write-off of capitalized expenses relating to indebtedness. Fixed charges
consist of interest expensed and capitalized and amortization and write-off of
capitalized expenses relating to indebtedness.
CAPITALIZATION
The following table sets forth our consolidated capitalization at December
31, 2005, on an actual basis and as adjusted to give effect to (i) the payment
of $18.0 million dividend declared in February 2006, (ii) the incurrence of
$58.5 million indebtedness under our revolving credit facility to fund both the
balance of the purchase price of the Coronis delivered in January 2006 as well
as the acquisition of our fleet manager, effective April 1, 2006, and (iii) the
estimated $19.5 million preferential deemed dividend we expect to record in
connection with our acquisition of our fleet manager.
There have been no significant changes to our capitalization since December
31, 2005, as so adjusted.
As of December 31, 2005
Actual As Adjusted
-------------------------------
(in thousands of U.S. dollars)
Debt:
Current portion of long term debt ........... $ - $ -
Long-term debt, net of current portion ...... 12,925 71,425
--------- ---------
Total Debt ................................ $ 12,925 $ 71,425
Stockholders' equity:
Preferred shares, $0.01 par value; 25,000,000
shares authorized, none issued ............ $ - $ -
Common shares, $0.01 par value; 100,000,000
shares authorized; 45,000,000 shares issued
and outstanding, actual ................... 450 450
Additional paid-in capital .................. 296,831 296,831
Retained earnings (accumulated deficit) ..... 26,877 (10,623)
--------- ---------
Total stockholders' equity ................ 324,158 286,658
--------- ---------
Total capitalization ...................... $ 337,083 $ 358,083
========= =========
PLAN OF DISTRIBUTION
We may sell or distribute the securities included in this prospectus
through underwriters, through agents, to dealers, in private transactions, at
market prices prevailing at the time of sale, at prices related to the
prevailing market prices, or at negotiated prices.
In addition, we may sell some or all of the securities included in this
prospectus through:
o a block trade in which a broker-dealer may resell a portion of
the block, as principal, in order to facilitate the transaction;
o purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
o ordinary brokerage transactions and transactions in which a
broker solicits purchasers.
In addition, we may enter into option or other types of transactions that
require us to deliver common shares to a broker-dealer, who will then resell or
transfer the common shares under this prospectus. We may enter into hedging
transactions with respect to our securities. For example, we may:
o enter into transactions involving short sales of the common
shares by broker-dealers;
o sell common shares short themselves and deliver the shares to
close out short positions;
o enter into option or other types of transactions that require us
to deliver common shares to a broker-dealer, who will then resell
or transfer the common shares under this prospectus; or
o loan or pledge the common shares to a broker-dealer, who may sell
the loaned shares or, in the event of default, sell the pledged
shares.
We may enter into derivative transactions with third parties, or sell
securities not covered by this prospectus to third parties in privately
negotiated transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell securities covered
by this prospectus and the applicable prospectus supplement, including in short
sale transactions. If so, the third party may use securities pledged by us or
borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement
of those derivatives to close out any related open borrowings of stock. The
third party in such sale transactions will be an underwriter and, if not
identified in this prospectus, will be identified in the applicable prospectus
supplement (or a post-effective amendment). In addition, we may otherwise loan
or pledge securities to a financial institution or other third party that in
turn may sell the securities short using this prospectus. Such financial
institution or other third party may transfer its economic short position to
investors in our securities or in connection with a concurrent offering of other
securities.
Any broker-dealers or other persons acting on our behalf that participate
with us in the distribution of the shares may be deemed to be underwriters and
any commissions received or profit realized by them on the resale of the shares
may be deemed to be underwriting discounts and commissions under the Securities
Act of 1933, as amended, or the Securities Act. As of the date of this
prospectus, we are not a party to any agreement, arrangement or understanding
between any broker or dealer and us with respect to the offer or sale of the
securities pursuant to this prospectus.
At the time that any particular offering of securities is made, to the
extent required by the Securities Act, a prospectus supplement will be
distributed, setting forth the terms of the offering, including the aggregate
number of securities being offered, the purchase price of the securities, the
initial offering price of the securities, the names of any underwriters, dealers
or agents, any discounts, commissions and other items constituting compensation
from us and any discounts, commissions or concessions allowed or reallowed or
paid to dealers.
Underwriters or agents could make sales in privately negotiated
transactions and/or any other method permitted by law, including sales deemed to
be an "at the market" offering as defined in Rule 415 promulgated under the
Securities Act, which includes sales made directly on or through the New York
Stock Exchange, the existing trading market for our common shares, or sales made
to or through a market maker other than on an exchange.
We will bear costs relating to all of the securities being registered under
this Registration Statement.
Pursuant to a requirement by the National Association of Securities
Dealers, Inc., or NASD, the maximum commission or discount to be received by any
NASD member or independent broker/dealer may not be greater than eight percent
(8%) of the gross proceeds received by us for the sale of any securities being
registered pursuant to SEC Rule 415 under the Securities Act of 1933, as
amended.
ENFORCEMENT OF CIVIL LIABILITIES
Diana Shipping Inc. is a Marshall Islands corporation and our principal
executive offices are located outside the United States in Athens, Greece. A
majority of our directors, officers and the experts named in the prospectus
reside outside the United States. In addition, a substantial portion of our
assets and the assets of our directors, officers and experts are located outside
the United States. As a result, you may have difficulty serving legal process
within the United States upon us or any of these persons. You may also have
difficulty enforcing, both in and outside the United States, judgments you may
obtain in United States courts against us or these persons in any action,
including actions based upon the civil liability provisions of United States
federal or state securities laws. Furthermore, there is substantial doubt that
the courts of the Marshall Islands or Greece would enter judgments in original
actions brought in those courts predicated on United States federal or state
securities laws.
DESCRIPTION OF CAPITAL STOCK
The following is a description of the material terms of our amended and
restated articles of incorporation and bylaws. We refer you to our amended and
restated articles of incorporation and bylaws, copies of which have been filed
as exhibits to our registration statement filed in connection with our initial
public offering and incorporated by reference herein.
Purpose
Our purpose, as stated in our amended and restated articles of
incorporation, is to engage in any lawful act or activity for which corporations
may now or hereafter be organized under the Business Corporations Act of the
Marshall Islands, or the BCA. Our amended and restated articles of incorporation
and bylaws do not impose any limitations on the ownership rights of our
stockholders.
Authorized Capitalization
Under our amended and restated articles of incorporation, as of March 31,
2006, our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.01 per share, of which 45,000,000 shares were issued and
outstanding, and 25,000,000 shares of preferred stock, par value $.01 per share,
of which no shares were issued and outstanding. All of our shares of stock are
in registered form.
Common Stock
Each outstanding share of common stock entitles the holder to one vote on
all matters submitted to a vote of stockholders. Subject to preferences that may
be applicable to any outstanding shares of preferred stock, holders of shares of
common stock are entitled to receive ratably all dividends, if any, declared by
our board of directors out of funds legally available for dividends. Upon our
dissolution or liquidation or the sale of all or substantially all of our
assets, after payment in full of all amounts required to be paid to creditors
and to the holders of preferred stock having liquidation preferences, if any,
the holders of our common stock will be entitled to receive pro rata our
remaining assets available for distribution. Holders of common stock do not have
conversion, redemption or preemptive rights to subscribe to any of our
securities. The rights, preferences and privileges of holders of common stock
are subject to the rights of the holders of any shares of preferred stock which
we may issue in the future.
Preferred Stock
Our amended and restated articles of incorporation authorize our board of
directors to establish one or more series of preferred stock and to determine,
with respect to any series of preferred stock, the terms and rights of that
series, including:
(a) the designation of the series;
(b) the number of shares of the series;
(c) the preferences and relative, participating, option or other special
rights, if any, and any qualifications, limitations or restrictions of
such series; and
(d) the voting rights, if any, of the holders of the series.
Directors
Our directors are elected by a majority of the votes cast by stockholders
entitled to vote. There is no provision for cumulative voting.
Our board of directors must consist of at least one member. Stockholders
may change the number of directors only by the affirmative vote of holders of a
majority of the outstanding common stock. The board of directors may change the
number of directors only by a majority vote of the entire board. Each director
shall be elected to serve until the next annual meeting of stockholders and
until his successor shall have been duly elected and qualified, except in the
event of his death, resignation, removal, or the earlier termination of his term
of office. Our board of directors has the authority to fix the amounts which
shall be payable to the members of the board of directors for attendance at any
meeting or for services rendered to us.
Stockholder Meetings
Under our bylaws, annual stockholder meetings will be held at a time and
place selected by our board of directors. The meetings may be held in or outside
of the Marshall Islands. Special meetings may be called by stockholders holding
not less than one-fifth of all the outstanding shares entitled to vote at such
meeting. Our board of directors may set a record date between 15 and 60 days
before the date of any meeting to determine the stockholders that will be
eligible to receive notice and vote at the meeting.
Dissenters' Rights of Appraisal and Payment
Under the BCA, our stockholders have the right to dissent from various
corporate actions, including any merger or consolidation sale of all or
substantially all of our assets not made in the usual course of our business,
and receive payment of the fair value of their shares. In the event of any
further amendment of our amended and restated articles of incorporation, a
stockholder also has the right to dissent and receive payment for his or her
shares if the amendment alters certain rights in respect of those shares. The
dissenting stockholder must follow the procedures set forth in the BCA to
receive payment. In the event that we and any dissenting stockholder fail to
agree on a price for the shares, the BCA procedures involve, among other things,
the institution of proceedings in the high court of the Republic of the Marshall
Islands or in any appropriate court in any jurisdiction in which the company's
shares are primarily traded on a local or national securities exchange.
Stockholders' Derivative Actions
Under the BCA, any of our stockholders may bring an action in our name to
procure a judgment in our favor, also known as a derivative action, provided
that the stockholder bringing the action is a holder of common stock both at the
time the derivative action is commenced and at the time of the transaction to
which the action relates.
Limitations on Liability and Indemnification of Officers and Directors
The BCA authorizes corporations to limit or eliminate the personal
liability of directors and officers to corporations and their stockholders for
monetary damages for breaches of directors' fiduciary duties. Our bylaws include
a provision that eliminates the personal liability of directors for monetary
damages for actions taken as a director to the fullest extent permitted by law.
Our bylaws provide that we must indemnify our directors and officers to the
fullest extent authorized by law. We are also expressly authorized to advance
certain expenses (including attorneys fees and disbursements and court costs) to
our directors and offices and carry directors' and officers' insurance providing
indemnification for our directors, officers and certain employees for some
liabilities. We believe that these indemnification provisions and insurance are
useful to attract and retain qualified directors and executive offices.
The limitation of liability and indemnification provisions in our amended
and restated articles of incorporation and bylaws may discourage stockholders
from bringing a lawsuit against directors for breach of their fiduciary duty.
These provisions may also have the effect of reducing the likelihood of
derivative litigation against directors and officers, even though such an
action, if successful, might otherwise benefit us and our stockholders. In
addition, your investment may be adversely affected to the extent we pay the
costs of settlement and damage awards against directors and officers pursuant to
these indemnification provisions.
There is currently no pending material litigation or proceeding involving
any of our directors, officers or employees for which indemnification is sought.
Anti-takeover Effect of Certain Provisions of our Amended and Restated Articles
of Incorporation and Bylaws
Several provisions of our amended and restated articles of incorporation
and bylaws, which are summarized below, may have anti-takeover effects. These
provisions are intended to avoid costly takeover battles, lessen our
vulnerability to a hostile change of control and enhance the ability of our
board of directors to maximize stockholder value in connection with any
unsolicited offer to acquire us. However, these anti-takeover provisions, which
are summarized below, could also discourage, delay or prevent (1) the merger or
acquisition of our company by means of a tender offer, a proxy contest or
otherwise that a stockholder may consider in its best interest and (2) the
removal of incumbent officers and directors.
Blank Check Preferred Stock
Under the terms of our amended and restated articles of incorporation, our
board of directors has authority, without any further vote or action by our
stockholders, to issue up to 25,000,000 shares of blank check preferred stock.
Our board of directors may issue shares of preferred stock on terms calculated
to discourage, delay or prevent a change of control of our company or the
removal of our management.
Classified Board of Directors
Our amended and restated articles of incorporation provide for the division
of our board of directors into three classes of directors, with each class as
nearly equal in number as possible, serving staggered, three year terms.
Approximately one-third of our board of directors will be elected each year.
This classified board provision could discourage a third party from making a
tender offer for our shares or attempting to obtain control of us. It could also
delay stockholders who do not agree with the policies of our board of directors
from removing a majority of our board of directors for two years.
Election and Removal of Directors
Our amended and restated articles of incorporation prohibit cumulative
voting in the election of directors. Our bylaws require parties other than the
board of directors to give advance written notice of nominations for the
election of directors. Our articles of incorporation also provide that our
directors may be removed only for cause and only upon the affirmative vote of a
majority of the outstanding shares of our capital stock entitled to vote for
those directors. These provisions may discourage, delay or prevent the removal
of incumbent officers and directors.
Limited Actions by Stockholders
Our amended and restated articles of incorporation and our bylaws provide
that any action required or permitted to be taken by our stockholders must be
effected at an annual or special meeting of stockholders or by the unanimous
written consent of our stockholders. Our amended and restated articles of
incorporation and our bylaws provide that, subject to certain exceptions, our
Chairman, Chief Executive Officer, or Secretary at the direction of the board of
directors or holders of not less than one-fifth of all outstanding shares may
call special meetings of our stockholders and the business transacted at the
special meeting is limited to the purposes stated in the notice. Accordingly, a
stockholder may be prevented from calling a special meeting for stockholder
consideration of a proposal over the opposition of our board of directors and
stockholder consideration of a proposal may be delayed until the next annual
meeting.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our bylaws provide that stockholders seeking to nominate candidates for
election as directors or to bring business before an annual meeting of
stockholders must provide timely notice of their proposal in writing to the
corporate secretary. Generally, to be timely, a stockholder's notice must be
received at our principal executive offices not less than 90 days nor more than
120 days prior to the date on which we first mailed our proxy materials for the
preceding year's annual meeting. Our bylaws also specify requirements as to the
form and content of a stockholder's notice. These provisions may impede
stockholders' ability to bring matters before an annual meeting of stockholders
or make nominations for directors at an annual meeting of stockholders.
Stockholder Rights Plan
General
Each share of our common stock includes one right, which we refer to as a
right, that entitles the holder to purchase from us a unit consisting of
one-thousandth of a share of our preferred stock at a purchase price of $25.00
per unit, subject to specified adjustments. The rights are issued pursuant to a
rights agreement between us and Computershare Trust Company Inc., as rights
agent. Until a right is exercised, the holder of a right will have no rights to
vote or receive dividends or any other stockholder rights.
The rights may have anti-takeover effects. The rights will cause
substantial dilution to any person or group that attempts to acquire us without
the approval of our board of directors. As a result, the overall effect of the
rights may be to render more difficult or discourage any attempt to acquire us.
Because our board of directors can approve a redemption of the rights or a
permitted offer, the rights should not interfere with a merger or other business
combination approved by our board of directors. The adoption of the rights
agreement was approved by our existing stockholders prior to the offering.
We have summarized the material terms and conditions of the rights
agreement and the rights below. For a complete description of the rights, we
encourage you to read the rights agreement, which we have filed as an exhibit to
the registration statement of which this prospectus is a part.
Detachment of the Rights
The rights are attached to all certificates representing our currently
outstanding common stock and will attach to all common stock certificates we
issue prior to the rights distribution date that we describe below. The rights
are not exercisable until after the rights distribution date and will expire at
the close of business on the tenth anniversary date of the adoption of the
rights plan, unless we redeem or exchange them earlier as we describe below. The
rights will separate from the common stock and a rights distribution date would
occur, subject to specified exceptions, on the earlier of the following two
dates:
(e) 10 days following a public announcement that a person or group of
affiliated or associated persons or an "acquiring person," has
acquired or obtained the right to acquire beneficial ownership of 15%
or more of our outstanding common stock; or
(f) 10 business days following the start of a tender or exchange offer
that would result, if closed, in a person's becoming an acquiring
person.
Persons who are our stockholders on the effective date of the rights
agreement are excluded from the definition of "acquiring person" until such time
as they acquire an additional 15% of our outstanding common stock for purposes
of the rights, and therefore until such time, their ownership cannot trigger the
rights. In addition, any person that acquires from an existing stockholder of
common stock that would otherwise result in that person becoming an "acquiring
person" will not become an acquiring person due to that acquisition. Specified
"inadvertent" owners that would otherwise become an acquiring person, including
those who would have this designation as a result of repurchases of common stock
by us, will not become acquiring persons as a result of those transactions.
Our board of directors may defer the rights distribution date in some
circumstances, and some inadvertent acquisitions will not result in a person
becoming an acquiring person if the person promptly divests itself of a
sufficient number of shares of common stock.
Until the rights distribution date:
(g) our common stock certificates will evidence the rights, and the rights
will be transferable only with those certificates; and
(h) any new common stock will be issued with rights and new certificates
will contain a notation incorporating the rights agreement by
reference.
As soon as practicable after the rights distribution date, the rights agent
will mail certificates representing the rights to holders of record of common
stock at the close of business on that date. After the rights distribution date,
only separate rights certificates will represent the rights.
We will not issue rights with any shares of common stock we issue after the
rights distribution date, except as our board of directors may otherwise
determine.
Flip-In Event
A "flip-in event" will occur under the rights agreement when a person
becomes an acquiring person otherwise than pursuant to certain kinds of
permitted offers. An offer is permitted under the rights agreement if a person
will become an acquiring person pursuant to a merger or other acquisition
agreement that has been approved by our board of directors prior to that person
becoming an acquiring person.
If a flip-in event occurs and we have not previously redeemed the rights as
described under the heading "Redemption of Rights" below or, if the acquiring
person acquires less than 50% of our outstanding common stock and we do not
exchange the rights as described under the heading "Exchange of Rights" below,
each right, other than any right that has become void, as we describe below,
will become exercisable at the time it is no longer redeemable for the number of
shares of common stock, or, in some cases, cash, property or other of our
securities, having a current market price equal to two times the exercise price
of such right.
When a flip-in event occurs, all rights that then are, or in some
circumstances that were, beneficially owned by or transferred to an acquiring
person or specified related parties will become void in the circumstances the
rights agreement specifies.
Flip-Over Event
A "flip-over event" will occur under the rights agreement when, at any time
after a person has become an acquiring person:
(i) we are acquired in a merger or other business combination transaction,
other than specified mergers that follow a permitted offer of the type
we describe above; or
(j) 50% or more of our assets or earning power is sold or transferred.
If a flip-over event occurs, each holder of a right, other than any right
that has become void as we describe under the heading "Flip-In Event" above,
will have the right to receive the number of shares of common stock of the
acquiring company which has a current market price equal to two times the
exercise price of such right.
Antidilution
The number of outstanding rights associated with our common stock is
subject to adjustment for any stock split, stock dividend or subdivision,
combination or reclassification of our common stock occurring prior to the
rights distribution date. With some exceptions, the rights agreement will not
require us to adjust the exercise price of the rights until cumulative
adjustments amount to at least 1% of the exercise price. It also will not
require us to issue fractional shares of our preferred stock that are not
integral multiples of one-thousandth of a share, and, instead we may make a cash
adjustment based on the market price of the common stock on the last trading
date prior to the date of exercise.
Redemption of Rights
At any time until the date on which the occurrence of a flip-in event is
first publicly announced, we may order redemption of the rights in whole, but
not in part, at a redemption price of $0.01 per right. The redemption price is
subject to adjustment for any stock split, stock dividend or similar transaction
occurring before the date of redemption. At our option, we may pay that
redemption price in cash or shares of common stock. The rights are not
exercisable after a flip-in event if they are timely redeemed by us or until ten
days following the first public announcement of a flip-in event. If our board of
directors timely orders the redemption of the rights, the rights will terminate
on the effectiveness of that action.
Exchange of Rights
We may, at our option, exchange the rights (other than rights owned by an
acquiring person or an affiliate or an associate of an acquiring person, which
have become void), in whole or in part. The exchange will be at an exchange
ratio of one share of common stock per right, subject to specified adjustments
at any time after the occurrence of a flip-in event and prior to any person
other than us or our existing stockholders becoming the beneficial owner of 50%
or more of our outstanding common stock for the purposes of the rights
agreement.
Amendment of Terms of Rights
During the time the rights are redeemable, we may amend any of the
provisions of the rights agreement, other than by decreasing the redemption
price. Once the rights cease to be redeemable, we generally may amend the
provisions of the rights agreement, other than to decrease the redemption price,
only as follows:
(k) to cure any ambiguity, defect or inconsistency;
(l) to make changes that do not materially adversely affect the interests
of holders of rights, excluding the interests of any acquiring person;
or
(m) to shorten or lengthen any time period under the rights agreement,
except that we cannot lengthen the time period governing redemption or
lengthen any time period that protects, enhances or clarifies the
benefits of holders of rights other than an acquiring person.
Transfer Agent
The registrar and transfer agent for the common stock is Computershare
Trust Company, Inc.
Listing
Shares of our common stock are listed on the New York Stock Exchange under
the symbol "DSX."
DESCRIPTION OF WARRANTS
We may issue warrants to purchase our debt or equity securities or
securities of third parties or other rights, including rights to receive payment
in cash or securities based on the value, rate or price of one or more specified
commodities, currencies, securities or indices, or any combination of the
foregoing. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be
entered into between us and a warrant agent. The terms of any warrants to be
issued and a description of the material provisions of the applicable warrant
agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of
any warrants in respect of which this prospectus is being delivered:
o the title of such warrants;
o the aggregate number of such warrants;
o the price or prices at which such warrants will be issued;
o the currency or currencies, in which the price of such warrants
will be payable;
o the securities or other rights, including rights to receive
payment in cash or securities based on the value, rate or price
of one or more specified commodities, currencies, securities or
indices, or any combination of the foregoing, purchasable upon
exercise of such warrants;
o the price at which and the currency or currencies, in which the
securities or other rights purchasable upon exercise of such
warrants may be purchased;
o the date on which the right to exercise such warrants shall
commence and the date on which such right shall expire;
o if applicable, the minimum or maximum amount of such warrants
which may be exercised at any one time;
o if applicable, the designation and terms of the securities with
which such warrants are issued and the number of such warrants
issued with each such security;
o if applicable, the date on and after which such warrants and the
related securities will be separately transferable;
o information with respect to book-entry procedures, if any;
o if applicable, a discussion of any material United States Federal
income tax considerations; and
o any other terms of such warrants, including terms, procedures and
limitations relating to the exchange and exercise of such
warrants.
DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time in one or more series, under
one or more indentures, each dated as of a date on or prior to the issuance of
the debt securities to which it relates. We may issue senior debt securities and
subordinated debt securities pursuant to separate indentures, a senior indenture
and a subordinated indenture, respectively, in each case between us and the
trustee named in the indenture. These indentures will be filed either as
exhibits to an amendment to this Registration Statement or a prospectus
supplement, or as an exhibit to a Securities Exchange Act of 1934, or Exchange
Act, report that will be incorporated by reference to the Registration Statement
or a prospectus supplement. We will refer to any or all of these reports as
"subsequent filings". The senior indenture and the subordinated indenture, as
amended or supplemented from time to time, are sometimes referred to
individually as an "indenture" and collectively as the "indentures". Each
indenture will be subject to and governed by the Trust Indenture Act. The
aggregate principal amount of debt securities which may be issued under each
indenture will be unlimited and each indenture will contain the specific terms
of any series of debt securities or provide that those terms must be set forth
in or determined pursuant to, an authorizing resolution, as defined in the
applicable prospectus supplement, and/or a supplemental indenture, if any,
relating to such series.
Certain of our subsidiaries may guarantee the debt securities we offer.
Those guarantees may or may not be secured by liens, mortgages, and security
interests in the assets of those subsidiaries. The terms and conditions of any
such subsidiary guarantees, and a description of any such liens, mortgages or
security interests, will be set forth in the prospectus supplement that will
accompany this prospectus.
Our statements below relating to the debt securities and the indentures are
summaries of their anticipated provisions, are not complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the applicable indenture and any applicable U.S. federal income tax
consideration as well as any applicable modifications of or additions to the
general terms described below in the applicable prospectus supplement or
supplemental indenture.
General
Neither indenture limits the amount of debt securities which may be issued,
and each indenture provides that debt securities may be issued up to the
aggregate principal amount from time to time. The debt securities may be issued
in one or more series. The senior debt securities will be unsecured and will
rank on a parity with all of our other unsecured and unsubordinated
indebtedness. Each series of subordinated debt securities will be unsecured and
subordinated to all present and future senior indebtedness of debt securities
will be described in an accompanying prospectus supplement.
You should read the subsequent filings relating to the particular series of
debt securities for the following terms of the offered debt securities:
o the designation, aggregate principal amount and authorized
denominations;
o the issue price, expressed as a percentage of the aggregate
principal amount;
o the maturity date;
o the interest rate per annum, if any;
o if the offered debt securities provide for interest payments, the
date from which interest will accrue, the dates on which interest
will be payable, the date on which payment of interest will
commence and the regular record dates for interest payment dates;
o any optional or mandatory sinking fund provisions or conversion
or exchangeability provisions;
o the date, if any, after which and the price or prices at which
the offered debt securities may be optionally redeemed or must be
mandatorily redeemed and any other terms and provisions of
optional or mandatory redemptions;
o if other than denominations of $1,000 and any integral multiple
thereof, the denominations in which offered debt securities of
the series will be issuable;
o if other than the full principal amount, the portion of the
principal amount of offered debt securities of the series which
will be payable upon acceleration or provable in bankruptcy;
o any events of default not set forth in this prospectus;
o the currency or currencies, including composite currencies, in
which principal, premium and interest will be payable, if other
than the currency of the United States of America;
o if principal, premium or interest is payable, at our election or
at the election of any holder, in a currency other than that in
which the offered debt securities of the series are stated to be
payable, the period or periods within which, and the terms and
conditions upon which, the election may be made; o whether
interest will be payable in cash or additional securities at our
or the holder's option and the terms and conditions upon which
the election may be made;
o if denominated in a currency or currencies other than the
currency of the United States of America, the equivalent price in
the currency of the United States of America for purposes of
determining the voting rights of holders of those debt securities
under the applicable indenture;
o if the amount of payments of principal, premium or interest may
be determined with reference to an index, formula or other method
based on a coin or currency other than that in which the offered
debt securities of the series are stated to be payable, the
manner in which the amounts will be determined;
o any restrictive covenants or other material terms relating to the
offered debt securities, which may not be inconsistent with the
applicable indenture;
o whether the offered debt securities will be issued in the form of
global securities or certificates in registered or bearer form;
o any terms with respect to subordination;
o any listing on any securities exchange or quotation system;
o additional provisions, if any, related to defeasance and
discharge of the offered debt securities; and
o the applicability of any guarantees.
Unless otherwise indicated in subsequent filings with the Commission
relating to the indenture, principal, premium and interest will be payable and
the debt securities will be transferable at the corporate trust office of the
applicable trustee. Unless other arrangements are made or set forth in
subsequent filings or a supplemental indenture, principal, premium and interest
will be paid by checks mailed to the holders at their registered addresses.
Unless otherwise indicated in subsequent filings with the Commission, the
debt securities will be issued only in fully registered form without coupons, in
denominations of $1,000 or any integral multiple thereof. No service charge will
be made for any transfer or exchange of the debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection with these debt securities.
Some or all of the debt securities may be issued as discounted debt
securities, bearing no interest or interest at a rate which at the time of
issuance is below market rates, to be sold at a substantial discount below the
stated principal amount. United States federal income consequences and other
special considerations applicable to any discounted securities will be described
in subsequent filings with the Commission relating to those securities.
We refer you to applicable subsequent filings with respect to any deletions
or additions or modifications from the description contained in this prospectus.
Senior Debt
We will issue senior debt securities under the senior debt indenture. These
senior debt securities will rank on an equal basis with all our other unsecured
debt except subordinated debt.
Subordinated Debt
We will issue subordinated debt securities under the subordinated debt
indenture. Subordinated debt will rank subordinate and junior in right of
payment, to the extent set forth in the subordinated debt indenture, to all our
senior debt (both secured and unsecured).
In general, the holders of all senior debt are first entitled to receive
payment of the full amount unpaid on senior debt before the holders of any of
the subordinated debt securities are entitled to receive a payment on account of
the principal or interest on the indebtedness evidenced by the subordinated debt
securities in certain events.
If we default in the payment of any principal of, or premium, if any, or
interest on any senior debt when it becomes due and payable after any applicable
grace period, then, unless and until the default is cured or waived or ceases to
exist, we cannot make a payment on account of or redeem or otherwise acquire the
subordinated debt securities.
If there is any insolvency, bankruptcy, liquidation or other similar
proceeding relating to us or our property, then all senior debt must be paid in
full before any payment may be made to any holders of subordinated debt
securities.
Furthermore, if we default in the payment of the principal of and accrued
interest on any subordinated debt securities that is declared due and payable
upon an event of default under the subordinated debt indenture, holders of all
our senior debt will first be entitled to receive payment in full in cash before
holders of such subordinated debt can receive any payments.
Senior debt means:
o the principal, premium, if any, interest and any other amounts
owing in respect of our indebtedness for money borrowed and
indebtedness evidenced by securities, notes, debentures, bonds or
other similar instruments issued by us, including the senior debt
securities or letters of credit;
o all capitalized lease obligations;
o all hedging obligations;
o all obligations representing the deferred purchase price of
property; and
o all deferrals, renewals, extensions and refundings of obligations
of the type referred to above;
o but senior debt does not include:
o subordinated debt securities; and
o any indebtedness that by its terms is subordinated to, or ranks
on an equal basis with, our subordinated debt securities.
Covenants
Any series of offered debt securities may have covenants in addition to or
differing from those included in the applicable indenture which will be
described in subsequent filings prepared in connection with the offering of such
securities, limiting or restricting, among other things:
o the ability of us or our subsidiaries to incur either secured or
unsecured debt, or both;
o the ability to make certain payments, dividends, redemptions or
repurchases;
o our ability to create dividend and other payment restrictions
affecting our subsidiaries;
o our ability to make investments;
o mergers and consolidations by us or our subsidiaries;
o sales of assets by us;
o our ability to enter into transactions with affiliates;
o our ability to incur liens; and
o sale and leaseback transactions.
Modification of the Indentures
Each indenture and the rights of the respective holders may be modified by
us only with the consent of holders of not less than a majority in aggregate
principal amount of the outstanding debt securities of all series under the
respective indenture affected by the modification, taken together as a class.
But no modification that:
(1) changes the amount of securities whose holders must consent to an
amendment, supplement or waiver;
(2) reduces the rate of or changes the interest payment time on any
security or alters its redemption provisions (other than any
alteration to any such Section which would not materially adversely
affect the legal rights of any holder under the indenture) or the
price at which we are required to offer to purchase the securities;
(3) reduces the principal or changes the maturity of any security or
reduce the amount of, or postpone the date fixed for, the payment of
any sinking fund or analogous obligation;
(4) waives a default or event of default in the payment of the principal
of or interest, if any, on any security (except a rescission of
acceleration of the securities of any series by the holders of at
least a majority in principal amount of the outstanding securities of
that series and a waiver of the payment default that resulted from
such acceleration);
(5) makes the principal of or interest, if any, on any security payable in
any currency other than that stated in the Security;
(6) makes any change with respect to holders' rights to receive principal
and interest, the terms pursuant to which defaults can be waived,
certain modifications affecting shareholders or certain
currency-related issues; or
(7) waives a redemption payment with respect to any Security or change any
of the provisions with respect to the redemption of any securities
will be effective against any holder without his consent. In addition,
other terms as specified in subsequent filings may be modified without the
consent of the holders.
Events of Default
Each indenture defines an event of default for the debt securities of any
series as being any one of the following events:
o default in any payment of interest when due which continues for
30 days;
o default in any payment of principal or premium when due;
o default in the deposit of any sinking fund payment when due;
o default in the performance of any covenant in the debt securities
or the applicable indenture which continues for 60 days after we
receive notice of the default;
o default under a bond, debenture, note or other evidence of
indebtedness for borrowed money by us or our subsidiaries (to the
extent we are directly responsible or liable therefor) having a
principal amount in excess of a minimum amount set forth in the
applicable subsequent filing, whether such indebtedness now
exists or is hereafter created, which default shall have resulted
in such indebtedness becoming or being declared due and payable
prior to the date on which it would otherwise have become due and
payable, without such acceleration having been rescinded or
annulled or cured within 30 days after we receive notice of the
default; and
o events of bankruptcy, insolvency or reorganization.
An event of default of one series of debt securities does not necessarily
constitute an event of default with respect to any other series of debt
securities.
There may be such other or different events of default as described in an
applicable subsequent filing with respect to any class or series of offered debt
securities.
In case an event of default occurs and continues for the debt securities of
any series, the applicable trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities then outstanding of that
series may declare the principal and accrued but unpaid interest of the debt
securities of that series to be due and payable. Any event of default for the
debt securities of any series which has been cured may be waived by the holders
of a majority in aggregate principal amount of the debt securities of that
series then outstanding.
Each indenture requires us to file annually after debt securities are
issued under that indenture with the applicable trustee a written statement
signed by two of our officers as to the absence of material defaults under the
terms of that indenture. Each indenture provides that the applicable trustee may
withhold notice to the holders of any default if it considers it in the interest
of the holders to do so, except notice of a default in payment of principal,
premium or interest.
Subject to the duties of the trustee in case an event of default occurs and
continues, each indenture provides that the trustee is under no obligation to
exercise any of its rights or powers under that indenture at the request, order
or direction of holders unless the holders have offered to the trustee
reasonable indemnity. Subject to these provisions for indemnification and the
rights of the trustee, each indenture provides that the holders of a majority in
principal amount of the debt securities of any series then outstanding have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee as long as the exercise of that right does not conflict with any law
or the indenture.
Defeasance and Discharge
The terms of each indenture provide us with the option to be discharged
from any and all obligations in respect of the debt securities issued thereunder
upon the deposit with the trustee, in trust, of money or U.S. government
obligations, or both, which through the payment of interest and principal in
accordance with their terms will provide money in an amount sufficient to pay
any installment of principal, premium and interest on, and any mandatory sinking
fund payments in respect of, the debt securities on the stated maturity of the
payments in accordance with the terms of the debt securities and the indenture
governing the debt securities. This right may only be exercised if, among other
things, we have received from, or there has been published by, the United States
Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a taxable event with respect to holders. This discharge
would not apply to our obligations to register the transfer or exchange of debt
securities, to replace stolen, lost or mutilated debt securities, to maintain
paying agencies and hold moneys for payment in trust.
Defeasance of Certain Covenants
The terms of the debt securities provide us with the right to omit
complying with specified covenants and that specified events of default
described in a subsequent filing will not apply. In order to exercise this
right, we will be required to deposit with the trustee money or U.S. government
obligations, or both, which through the payment of interest and principal will
provide money in an amount sufficient to pay principal, premium, if any, and
interest on, and any mandatory sinking fund payments in respect of, the debt
securities on the stated maturity of such payments in accordance with the terms
of the debt securities and the indenture governing such debt securities. We will
also be required to deliver to the trustee an opinion of counsel to the effect
that we have received from, or there has been published by, the IRS a ruling to
the effect that the deposit and related covenant defeasance will not cause the
holders of such series to recognize income, gain or loss for federal income tax
purposes.
A subsequent filing may further describe the provisions, if any, of any
particular series of offered debt securities permitting a discharge defeasance.
Subsidiary Guarantees
Certain of our subsidiaries may guarantee the debt securities we offer. In
that case, the terms and conditions of the subsidiary guarantees will be set
forth in the applicable prospectus supplement. Unless we indicate differently in
the applicable prospectus supplement, if any of our subsidiaries guarantee any
of our debt securities that are subordinated to any of our senior indebtedness,
then the subsidiary guarantees will be subordinated to the senior indebtedness
of such subsidiary to the same extent as our debt securities are subordinated to
our senior indebtedness.
Global Securities
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depository identified in an applicable subsequent filing and registered in
the name of the depository or a nominee for the depository. In such a case, one
or more global securities will be issued in a denomination or aggregate
denominations equal to the portion of the aggregate principal amount of
outstanding debt securities of the series to be represented by the global
security or securities. Unless and until it is exchanged in whole or in part for
debt securities in definitive certificated form, a global security may not be
transferred except as a whole by the depository for the global security to a
nominee of the depository or by a nominee of the depository to the depository or
another nominee of the depository or by the depository or any nominee to a
successor depository for that series or a nominee of the successor depository
and except in the circumstances described in an applicable subsequent filing.
We expect that the following provisions will apply to depository
arrangements for any portion of a series of debt securities to be represented by
a global security. Any additional or different terms of the depository
arrangement will be described in an applicable subsequent filing.
Upon the issuance of any global security, and the deposit of that global
security with or on behalf of the depository for the global security, the
depository will credit, on its book-entry registration and transfer system, the
principal amounts of the debt securities represented by that global security to
the accounts of institutions that have accounts with the depository or its
nominee. The accounts to be credited will be designated by the underwriters or
agents engaging in the distribution of the debt securities or by us, if the debt
securities are offered and sold directly by us. Ownership of beneficial
interests in a global security will be limited to participating institutions or
persons that may hold interest through such participating institutions.
Ownership of beneficial interests by participating institutions in the global
security will be shown on, and the transfer of the beneficial interests will be
effected only through, records maintained by the depository for the global
security or by its nominee. Ownership of beneficial interests in the global
security by persons that hold through participating institutions will be shown
on, and the transfer of the beneficial interests within the participating
institutions will be effected only through, records maintained by those
participating institutions. The laws of some jurisdictions may require that
purchasers of securities take physical delivery of the securities in
certificated form. The foregoing limitations and such laws may impair the
ability to transfer beneficial interests in the global securities.
So long as the depository for a global security, or its nominee, is the
registered owner of that global security, the depository or its nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the applicable
indenture. Unless otherwise specified in an applicable subsequent filing and
except as specified below, owners of beneficial interests in the global security
will not be entitled to have debt securities of the series represented by the
global security registered in their names, will not receive or be entitled to
receive physical delivery of debt securities of the series in certificated form
and will not be considered the holders thereof for any purposes under the
indenture. Accordingly, each person owning a beneficial interest in the global
security must rely on the procedures of the depository and, if such person is
not a participating institution, on the procedures of the participating
institution through which the person owns its interest, to exercise any rights
of a holder under the indenture.
The depository may grant proxies and otherwise authorize participating
institutions to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action which a holder is entitled to give or
take under the applicable indenture. We understand that, under existing industry
practices, if we request any action of holders or any owner of a beneficial
interest in the global security desires to give any notice or take any action a
holder is entitled to give or take under the applicable indenture, the
depository would authorize the participating institutions to give the notice or
take the action, and participating institutions would authorize beneficial
owners owning through such participating institutions to give the notice or take
the action or would otherwise act upon the instructions of beneficial owners
owning through them.
Unless otherwise specified in an applicable subsequent filings, payments of
principal, premium and interest on debt securities represented by global
security registered in the name of a depository or its nominee will be made by
us to the depository or its nominee, as the case may be, as the registered owner
of the global security.
We expect that the depository for any debt securities represented by a
global security, upon receipt of any payment of principal, premium or interest,
will credit participating institutions' accounts with payments in amounts
proportionate to their respective beneficial interests in the principal amount
of the global security as shown on the records of the depository. We also expect
that payments by participating institutions to owners of beneficial interests in
the global security held through those participating institutions will be
governed by standing instructions and customary practices, as is now the case
with the securities held for the accounts of customers registered in street
names, and will be the responsibility of those participating institutions. None
of us, the trustees or any agent of ours or the trustees will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a global security, or for
maintaining, supervising or reviewing any records relating to those beneficial
interests.
Unless otherwise specified in the applicable subsequent filings, a global
security of any series will be exchangeable for certificated debt securities of
the same series only if:
o the depository for such global securities notifies us that it is
unwilling or unable to continue as depository or such depository
ceases to be a clearing agency registered under the Exchange Act
and, in either case, a successor depository is not appointed by
us within 90 days after we receive the notice or become aware of
the ineligibility;
o we in our sole discretion determine that the global securities
shall be exchangeable for certificated debt securities; or
o there shall have occurred and be continuing an event of default
under the applicable indenture with respect to the debt
securities of that series.
Upon any exchange, owners of beneficial interests in the global security or
securities will be entitled to physical delivery of individual debt securities
in certificated form of like tenor and terms equal in principal amount to their
beneficial interests, and to have the debt securities in certificated form
registered in the names of the beneficial owners, which names are expected to be
provided by the depository's relevant participating institutions to the
applicable trustee.
In the event that the Depository Trust Company, or DTC, acts as depository
for the global securities of any series, the global securities will be issued as
fully registered securities registered in the name of Cede & Co., DTC's
partnership nominee.
DTC is a limited purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
holds securities that its participating institutions deposit with DTC. DTC also
facilitates the settlement among participating institutions of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in participating institutions'
accounts, thereby eliminating the need for physical movement of securities
certificates. Direct participating institutions include securities brokers and
dealers, banks, trust companies, clearing corporations and other organizations.
DTC is owned by a number of its direct participating institutions and by the New
York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others, such as securities brokers and dealers and banks and trust
companies that clear through or maintain a custodial relationship with a direct
participating institution, either directly or indirectly. The rules applicable
to DTC and its participating institutions are on file with the Commission.
To facilitate subsequent transfers, the debt securities may be registered
in the name of DTC's nominee, Cede & Co. The deposit of the debt securities with
DTC and their registration in the name of Cede & Co. will effect no change in
beneficial ownership. DTC has no knowledge of the actual beneficial owners of
the debt securities. DTC's records reflect only the identity of the direct
participating institutions to whose accounts debt securities are credited, which
may or may not be the beneficial owners. The participating institutions remain
responsible for keeping account of their holdings on behalf of their customers.
Delivery of notices and other communications by DTC to direct participating
institutions, by direct participating institutions to indirect participating
institutions, and by direct participating institutions and indirect
participating institutions to beneficial owners of debt securities are governed
by arrangements among them, subject to any statutory or regulatory requirements
as may be in effect.
Neither DTC nor Cede & Co. consents or votes with respect to the debt
securities. Under its usual procedures, DTC mails a proxy to the issuer as soon
as possible after the record date. The proxy assigns Cede & Co.'s consenting or
voting rights to those direct participating institution to whose accounts the
debt securities are credited on the record date.
If applicable, redemption notices shall be sent to Cede & Co. If less than
all of the debt securities of a series represented by global securities are
being redeemed, DTC's practice is to determine by lot the amount of the interest
of each direct participating institutions in that issue to be redeemed.
To the extent that any debt securities provide for repayment or repurchase
at the option of the holders thereof, a beneficial owner shall give notice of
any option to elect to have its interest in the global security repaid by us,
through its participating institution, to the applicable trustee, and shall
effect delivery of the interest in a global security by causing the direct
participating institution to transfer the direct participating institution's
interest in the global security or securities representing the interest, on
DTC's records, to the applicable trustee. The requirement for physical delivery
of debt securities in connection with a demand for repayment or repurchase will
be deemed satisfied when the ownership rights in the global security or
securities representing the debt securities are transferred by direct
participating institutions on DTC's records.
DTC may discontinue providing its services as securities depository for the
debt securities at any time. Under such circumstances, in the event that a
successor securities depository is not appointed, debt security certificates are
required to be printed and delivered as described above.
We may decide to discontinue use of the system of book-entry transfers
through the securities depository. In that event, debt security certificates
will be printed and delivered as described above.
The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources that we believe to be reliable, but we take no
responsibility for its accuracy.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
o debt or equity securities issued by us or securities of third
parties, a basket of such securities, an index or indices of such
securities or any combination of the above as specified in the
applicable prospectus supplement;
o currencies; or
o commodities.
Each purchase contract will entitle the holder thereof to purchase or sell,
and obligate us to sell or purchase, on specified dates, such securities,
currencies or commodities at a specified purchase price, which may be based on a
formula, all as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any purchase contract
by delivering the cash value of such purchase contract or the cash value of the
property otherwise deliverable or, in the case of purchase contracts on
underlying currencies, by delivering the underlying currencies, as set forth in
the applicable prospectus supplement. The applicable prospectus supplement will
also specify the methods by which the holders may purchase or sell such
securities, currencies or commodities and any acceleration, cancellation or
termination provisions or other provisions relating to the settlement of a
purchase contract.
The purchase contracts may require us to make periodic payments to the
holders thereof or vice versa, which payments may be deferred to the extent set
forth in the applicable prospectus supplement, and those payments may be
unsecured or prefunded on some basis. The purchase contracts may require the
holders thereof to secure their obligations in a specified manner to be
described in the applicable prospectus supplement. Alternatively, purchase
contracts may require holders to satisfy their obligations thereunder when the
purchase contracts are issued. Our obligation to settle such pre-paid purchase
contracts on the relevant settlement date may constitute indebtedness.
Accordingly, pre-paid purchase contracts will be issued under either the senior
indenture or the subordinated indenture.
DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units
consisting of one or more purchase contracts, warrants, debt securities,
preferred shares, common shares or any combination of such securities. The
applicable prospectus supplement will describe:
o the terms of the units and of the purchase contracts, warrants,
debt securities, preferred shares and common shares comprising
the units, including whether and under what circumstances the
securities comprising the units may be traded separately;
o a description of the terms of any unit agreement governing the
units; and a description of the provisions for the payment,
settlement, transfer or exchange or the units.
EXPENSES
The following are the estimated expenses of the issuance and distribution
of the securities being registered under the registration statement of which
this prospectus forms a part, all of which will be paid by us.
SEC registration fee $53,500
Blue sky fees and expenses $______*
Printing and engraving expenses $______*
Legal fees and expenses $______*
NYSE Supplemental Listing Fee $______*
Rating agency fees $______*
Accounting fees and expenses $______*
Indenture Trustee fees and expenses $______*
Transfer Agent fees $______*
Miscellaneous $______*
Total $______*
========
* To be provided by amendment or as an exhibit to Report on Form 6-K that is
incorporated by reference into this prospectus.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed
upon for us by Seward & Kissel LLP, New York, New York with respect to matters
of U.S. and Marshall Island law.
EXPERTS
The consolidated financial statements of Diana Shipping Inc. appearing in
Diana Shipping Inc.'s Annual Report on Form 20-F for the year ended December 31,
2005, have been audited by Ernst & Young (Hellas) Certified Auditors
Accountants S.A., independent registered public accounting firm, as stated in
their report thereon, included therein, and incorporated herein by reference.
Such consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act of 1933, we filed a registration
statement relating to the securities offered by this prospectus with the
Commission. This prospectus is a part of that registration statement, which
includes additional information.
Government Filings
We file annual and special reports within the Commission. You may read and
copy any document that we file at the public reference facilities maintained by
the Commission at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may
obtain information on the operation of the public reference room by calling 1
(800) SEC-0330, and you may obtain copies at prescribed rates from the Public
Reference Section of the Commission at its principal office in Washington, D.C.
20549. The Commission maintains a website (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. In addition, you can
obtain information about us at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005.
Information Incorporated by Reference
The Commission allows us to "incorporate by reference" information that we
file with it. This means that we can disclose important information to you by
referring you to those filed documents. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Commission prior to the termination of this offering will
also be considered to be part of this prospectus and will automatically update
and supersede previously filed information, including information contained in
this document.
We incorporate by reference the documents listed below and any future
filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
o Annual Report on Form 20-F for the year ended December 31, 2005, filed
with the Commission on April 13, 2006, and amended on April 14, 2006,
which contains audited consolidated financial statements for the most
recent fiscal year for which those statements have been filed;
o The description of our securities contained in (a) our Registration
Statement on Form F-1, File No. 333-123052, as amended, filed with the
SEC on March 15, 2005, (b) our Registration Statement on Form F-1,
File No. 333-129726, as amended, filed with the SEC on November 16,
2005 and (c) any amendment or report filed for the purpose of updating
that description.
We are also incorporating by reference all subsequent annual reports on
Form 20-F that we file with the Commission and certain Reports on Form 6-K that
we furnish to the Commission after the date of this prospectus (if they state
that they are incorporated by reference into this prospectus) until we file a
post-effective amendment indicating that the offering of the securities made by
this prospectus has been terminated. In all cases, you should rely on the later
information over different information included in this prospectus or the
prospectus supplement.
You should rely only on the information contained or incorporated by
reference in this prospectus and any accompanying prospectus supplement. We have
not, and any underwriters have not, authorized any other person to provide you
with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and any accompanying prospectus
supplement as well as the information we previously filed with the Commission
and incorporated by reference, is accurate as of the dates on the front cover of
those documents only. Our business, financial condition and results of
operations and prospects may have changed since those dates.
You may request a free copy of the above mentioned filings or any
subsequent filing we incorporated by reference to this prospectus by writing or
telephoning us at the following address:
Diana Shipping Inc.
Pendelis 16
175 64 Palaio Faliro
Athens, Greece
(30) 210 947-0100
Information provided by the Company
We will furnish holders of our common shares with annual reports containing
audited financial statements and a report by our independent registered public
accounting firm, and intend to furnish semi-annual reports containing selected
unaudited financial data for the first six months of each fiscal year. The
audited financial statements will be prepared in accordance with United States
generally accepted accounting principles and those reports will include a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section for the relevant periods. As a "foreign private issuer", we
are exempt from the rules under the Securities Exchange Act prescribing the
furnishing and content of proxy statements to shareholders. While we intend to
furnish proxy statements to any shareholder in accordance with the rules of the
New York Stock Exchange, those proxy statements are not expected to conform to
Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition,
as a "foreign private issuer", we are exempt from the rules under the Exchange
Act relating to short swing profit reporting and liability.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
---------------------------
Item 8. Indemnification of Directors and Officers.
Section 7.01 of the By-Laws of the Company provides that:
The corporation shall indemnify any director or officer of the corporation
who was or is an "authorized representative" of the corporation (which
shall mean for the purposes of this Article a director or officer of the
corporation, or a person serving at the request of the corporation as a
director, officer, partner or trustee of another corporation, partnership,
joint venture, trust or other enterprise) and who was or is a "party"
(which shall include for purposes of this Article the giving of testimony
or similar involvement) or is threatened to be made a party to any "third
party proceeding" (which shall mean for purposes of this Article any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in
the right of the corporation) by reason of the fact that such person was or
is an authorized representative of the corporation, against expenses which
shall include for purposes of this Article attorneys' fees), judgments,
penalties, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such third party proceeding if
such person acted in good faith and in a manner such person reasonably
believed to be in, or not opposed to, the best interests of the corporation
and, with respect to any criminal third party proceeding (which shall
include for purposes of this Article any investigation which could or does
lead to a criminal third party proceeding) had not reasonable cause to
believe such conduct was unlawful. The termination of any third party
proceeding by judgment, order, settlement, indictment, conviction or upon a
plea of no contest or its equivalent, shall not, of itself, create a
presumption that the authorized representative did not act in good faith
and in a manner which such person reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal third party proceeding, had reasonable cause to believe that such
conduct was unlawful.
Section 7.02 of the By-laws of the Company provides that:
The corporation shall indemnify any director or officer of the corporation
who was or is an authorized representative of the corporation and who was
or is a party or is threatened to be made a party to any "corporate
proceeding" (which shall mean for purposes of the Article any threatened,
pending or completed action or suit by or in the right of the corporation
to procure a judgment in its favor or any investigative proceeding by or on
behalf of the corporation) by reason of the fact that such person was or is
an authorized representative of the corporation, against expensed
(including attorneys' fees) actually and reasonably incurred by such person
in connection with the defense or settlement of such corporate proceeding
if such person acted in good faith and in a manner such person reasonably
believed to in, or not opposed to, the best interests of the corporation,
except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of such person's duty to the
corporation unless and only to the extent that the court in which such
corporate proceeding was pending shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances
of the case, such authorized representative is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
Section 7.03 of the By-laws of the Company provides that:
To the extent that an authorized representative of the corporation who
neither was nor is a director or officer of the corporation has been
successful on the merits or otherwise in defense of any third party or
corporate proceeding or in defense of any claim, issue or matter therein,
such person shall be indemnified against actually and reasonably incurred
by such person in connection therewith. Such an authorized representative
may, at the discretion of the corporation, be indemnified by the
corporation in any other circumstances to any extent if the corporation
would be required by Section 7.01 or 7.02 of this Article to indemnify such
person in such circumstances to such extent if such person were or had been
a director or officer of the corporation.
Section 60 of the Associations Law of the Republic of the Marshall Islands
provides as follows:
Indemnification of directors and officers.
(1) Actions not by or in right of the corporation. A corporation shall
have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea
of no contest, or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner
which he reasonable believed to be in or not opposed to the bests
interests of the corporation, and, with respect to any criminal action
or proceedings, had reasonable cause to believe that his conduct was
unlawful.
(2) Actions by or in right of the corporation. A corporation shall have
the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him or
in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in
or not, opposed to the best interests of the corporation and except
that no indemnification shall be made in respect of any claims, issue
or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to
the corporation unless and only to the extent that the court in which
such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
(3) When director or officer successful. To the extent that a director
or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (1) or (2) of this section, or in the defense of a claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.
(4) Payment of expenses in advance. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid in advance of
the final disposition of such action, suit or proceeding as authorized
by the board of directors in the specific case upon receipt of an
undertaking by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to
be indemnified by the corporation as authorized in this section.
(5) Continuation of indemnification. The indemnification and advancement
of expenses provided by, or granted pursuant to, this section shall,
unless otherwise provided when authorized or ratified, continue as to
a person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(6) Insurance. A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director or officer
of the corporation or is or was serving at the request of the
corporation as a director or officer against any liability asserted
against him and incurred by him in such capacity whether or not the
corporation would have the power to indemnify him against such
liability under the provisions of this section.
Item 9. Exhibits
Exhibit
Number Description
------ -----------
1.1 Form of Underwriting Agreement (for equity securities)*
1.2 Form of Underwriting Agreement (for debt securities)*
4.1 Specimen Common Share Certificate (Incorporated by reference to
Exhibit 4 to the Company's Amended Registration Statement on Form
F-1, filed with the Commission on March 15, 2005 (File No.
333-123052))
4.2 Form of Preferred Share Certificate*
4.3 Form of Debt Securities Indenture
5.1 Opinion of Seward & Kissel LLP, United States and Marshall
Islands counsel to Diana Shipping Inc.
8.1 Form of Opinion of Seward & Kissel LLP, United States Counsel
to the Company, with respect to certain tax matters
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2 Consent of Independent Registered Public Accounting Firm
24 Power of Attorney (contained in signature page)
25.1 T-1 Statement of Eligibility (senior indenture)*
25.2 T-1 Statement of Eligibility (subordinated indenture)*
* To be filed either as an amendment or as an exhibit to a report filed
pursuant to the Securities Exchange Act of 1934 of the Registrant and
incorporated by reference into this Registration Statement.
Item 10. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement,
unless the information required to be included is to contained in
reports filed with or furnished to the Commission that are
incorporated by reference in this Registration Statement or is
contained in a form of prospectus filed pursuant to Rule 424(b)
under the Securities Act that is part of this Registration
Statement,
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement
to include any financial statements required by Item 8.A. of Form
20-F at the start of any delayed offering or throughout a
continuous offering. Financial statements and information
otherwise required by Section 10(a)(3) of the Act need not be
furnished, provided, that the registrant includes in the
prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other
information necessary to ensure that all other information in the
prospectus is at least as current as the date of those financial
statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment
need not be filed to include financial statements and information
required by Section 10(a)(3) of the Securities Act of 1933 or
Rule 3-19 of this chapter if such financial statements and
information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the Form F-3.
(5) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) shall be deemed to be part of this Registration
Statement as of the date the filed prospectus was deemed part of
and included in this Registration Statement.
(6) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of this Registration Statement for the
purpose of providing the information required by section 10(a) of
the Securities Act of 1933 shall be deemed to be part of and
included in this Registration Statement as of the earlier of the
date such form of prospectus is first used after effectiveness or
the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new
effective date of the registration statement relating to the
securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in
a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date.
(7) The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this
Registration Statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed
pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or
used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating
to the offering containing material information about the
undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
(8) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(9) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report, to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(10) The undersigned registrant hereby undertakes to file an
application for the purpose of determining the eligibility of the
trustee to act under subsection (a) of Section 310 of the Trust
Indenture Act in accordance with the rules an regulations
prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
DIANA SHIPPING INC.
By: /s/ Simeon P. Palios
------------------------------------
Name: Simeon P. Palios
Title: Director, Chief Executive
Officer and Chairman of
the Board
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios Director, Chief Executive Officer and
-------------------- Chairman of the Board
Simeon P. Palios
/s/ Anastassis Margaronis Director and President
-------------------------
Anastassis Margaronis
/s/ Ioannis Zafirakis Director, Vice President and Secretary
---------------------
Ioannis Zafirakis
/s/ Andreas Michalopoulos Chief Financial Officer and Treasurer
-------------------------
Andreas Michalopoulos
/s/ Maria Dede Chief Accounting Officer
--------------
Maria Dede
/s/ Apostolos Kontoyannis Director
-------------------------
Apostolos Kontoyannis
/s/ William Lawes Director
-----------------
William Lawes
/s/ Boris Nachamkin Director
-------------------
Boris Nachamkin
/s/ Konstantinos Psaltis Director
------------------------
Konstantinos Psaltis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Diana Shipping Inc.,
has signed this registration statement in Delaware, on April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
SKYVAN SHIPPING COMPANY S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Semiramis Paliou Director & Treasurer
---------------------------------
Semiramis Paliou
/s/ Ioannis Zafirakis Director
---------------------------------
Ioannis Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Skyvan Shipping
Company S.A., has signed this registration statement in Delaware, on April 19,
2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
BUENOS AIRES COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Nicolaos Mammous Director & Treasurer
----------------------
Nicolaos Mammous
/s/ Ioannis Zafirakis Director
----------------------
Ioannis Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Buenos Aires
Compania Armadora S.A., has signed this registration statement in Delaware, on
April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
HUSKY TRADING, S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Christoforos Sarantis Director
---------------------------
Christoforos Sarantis
/s/ Semiramis Palious Director & Treasurer
---------------------------
Semiramis Palious
/s/ Nicolaos Mammous Director
---------------------------
Nicolaos Mammous
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Husky Trading, S.A.,
has signed this registration statement in Delaware, on April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
PANAMA COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Nicolaos Mammous Director
--------------------------
Nicolaos Mammous
/s/ Christoforos Sarantis Director & Treasurer
--------------------------
Christoforos Sarantis
/s/ Ioannis Zafirakis Director
--------------------------
Ioannis Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Panama Compania
Armadora S.A., has signed this registration statement in Delaware, on April 19,
2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
CHANGAME COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Semiramis Paliou Director
-----------------------------
Semiramis Paliou
/s/ Ioannis Zafirakis Director & Treasurer
-----------------------------
Ioannis Zafirakis
/s/ Christoforos Sarantis Director
-----------------------------
Christoforos Sarantis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Changame Compania
Armadora S.A., has signed this registration statement in Delaware, on April 19,
2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
CHORRERA COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Georgios Zafirakis Director & Treasurer
--------------------------
Georgios Zafirakis
/s/ Christoforos Sarantis Director
--------------------------
Christoforos Sarantis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Chorrera Compania
Armadora S.A., has signed this registration statement in Delaware, on April 19,
2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
EATON MARINE S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Anastassios Margaronis Director
---------------------------
/s/ Nicolaos Mammous Director & Treasurer
---------------------------
Nicolaos Mammous
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Eaton Marine S.A.,
has signed this registration statement in Delaware, on April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
CYPRES ENTERPRISES CORP.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Ioannis Zafirakis Director
-----------------------------
/s/ Anastassios Margaronis Director & Treasurer
-----------------------------
Anastassios Margaronis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Cypres Enterprises
Corp., has signed this registration statement in Delaware, on April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
URBINA BAY TRADING, S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Anastassios Margaronis Director & Treasurer
------------------------------
Anastassios Margaronis
/s/ Nicolaos Mammous Director
------------------------------
Nicolaos Mammous
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Urbina Bay Trading,
S.A., has signed this registration statement in Delaware, on April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
DARIEN COMPANIA ARMADORA S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Isidoros Margaronis Director & Treasurer
--------------------------------
Isidoros Margaronis
/s/ Georgios Zafirakis
-------------------------------- Director
Georgios Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Darien Compania
Armadora S.A., has signed this registration statement in Delaware, on April 19,
2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
TEXFORD MARITIME S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Semiramis Paliou Director
--------------------------------
Semiramis Paliou
/s/ Anastassios Margaronis Director & Treasurer
--------------------------------
Anastassios Margaronis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Texford Maritime
S.A., has signed this registration statement in Delaware, on April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
CERADA INTERNATIONAL S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Ioannis Zafirakis Director & Treasurer
--------------------------------
Ioannis Zafirakis
/s/ Semiramis Paliou Director
--------------------------------
Semiramis Paliou
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Cerada International
S.A., has signed this registration statement in Delaware, on April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
VESTA COMMERCIAL, S.A.
By: /s/ Simeon P. Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Semiramis Paliou Director
--------------------------------
Semiramis Paliou
/s/ Ioannis Zafirakis Director & Treasurer
--------------------------------
Ioannis Zafirakis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Vesta Commercial,
S.A., has signed this registration statement in Delaware, on April 19, 2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Athens, country of Greece on April 19, 2006.
DIANA SHIPPING SERVICES S.A.
By: /s/ Simeon Palios
---------------------------------
Name: Simeon P. Palios
Title: President & Director
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Anastassis Margaronis, Ioannis
Zafirakis, Gary J. Wolfe and Robert E. Lustrin his or her true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully for all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on April 19,
2006 in the capacities indicated.
Signature Title
--------- -----
/s/ Simeon P. Palios President & Director
--------------------------------
Simeon P. Palios
/s/ Kalomira-Chryssi Giannakari Director
--------------------------------
Kalomira-Chryssi Giannakari
/s/ Ioannis Zafirakis Director & Treasurer
--------------------------------
Ioannis Zafirakis
/s/ Anastassios Margaronis Director
--------------------------------
Anastassios Margaronis
Authorized Representative
Pursuant to the requirement of the Securities Act of 1933, the undersigned,
the duly undersigned representative in the United States of Diana Shipping
Services S.A., has signed this registration statement in Delaware, on April 19,
2006.
PUGLISI & ASSOCIATES
By: /s/ Donald J. Puglisi
---------------------
Name: Donald J. Puglisi
Exhibits
Filed
Herewith DESCRIPTION
-------- -----------
Description of Exhibits
-----------------------
4.3 Form of Debt Securities Indenture
5.1 Form of Opinion of Seward & Kissel LLP, United States and
Marshall Islands counsel to Diana Shipping Inc.
8.1 Form Opinion of Seward & Kissel LLP, United States Counsel to the
Company, with respect to certain tax matters
23.1 Consent of Seward & Kissel LLP (included in Exhibit 5.1)
23.2 Consent of Independent Registered Public Accounting Firm
24 Power of Attorney (contained in signature page)
SK 23159 0002 661288