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Exchange Act of 1934
Filed by a Party other than the Registrant o
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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• | the conversion of the Preferred Stock into shares of the Company’s common stock, | |
• | the exercisability of the Warrants to purchase shares of the Company’s common stock, and | |
• | the issuance of shares of the Company’s common stock upon the conversion of the Preferred Stock and the exercise of the Warrants. |
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• | Stockholder of Record. If your shares are registered directly in your name with our transfer agent, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by us. As the stockholder of record, you have the right to grant your voting proxy directly to the proxyholders or to vote in person at the Special Meeting. We have enclosed or sent a proxy card for you to use. | |
• | Street Name. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee, which is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to vote and are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you obtain a signed proxy, commonly known as a “legal proxy,” from the record holder giving you the right to vote the shares. Your broker or nominee has enclosed or provided a voting instruction card for you to use in directing the broker or nominee how to vote your shares. |
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• | signing another proxy card with a later date and returning it to us prior to the Special Meeting; | |
• | giving written notice to the Secretary of the Company by August 1, 2006; or | |
• | voting in person at the meeting. |
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• | By mail addressed to: |
c/o Computershare Trust Company, N.A.
P.O. Box 43078
Providence, Rhode Island02940-3078
• | By calling Computershare at(781) 575-3100 |
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• | our future operating or financial results and our future revenues and expenses; | |
• | statements about pending or recent acquisitions, business strategy and expected capital spending or operating expenses; | |
• | our anticipated general and administrative expenses; | |
• | statements about shipping industry trends, including charter hire rates and factors affecting supply and demand; | |
• | our continued ability to enter into time charters with our customers; | |
• | our ability to obtain additional financing; | |
• | expectations regarding the availability of vessel acquisitions; and | |
• | our business strategy and other plans and objectives for future operations. |
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• | If our common stockholders fail to approve the Share Conversion and Issuance Proposal and the Preferred Stock remains outstanding, each share of Preferred Stock will be entitled to receive cash dividends at the per annum rate of 12% of the original issue price of $93.75 per share resulting in each share of Preferred Stock being entitled to dividends of $11.41 per year or $2.8525 per quarter. On an aggregate basis, the dividend on the Preferred Stock would equal $23,339,817 each year or $5,834,954 per quarter. If the Share Conversion and Issuance Proposal is approved and we pay an annual dividend of $0.84 per share on our common stock, the Preferred Stock would be entitled to dividends of $21,478,359 each year or $5,369,590 per quarter, in the aggregate on an as-converted basis. As a result, the failure to approve the Share Conversion and Issuance Proposal would reduce the amount of cash available to be distributed to our common stockholders. Moreover, dividends on the Preferred Stock are cumulative. So long as the Preferred Stock remains outstanding, no dividends or other distributions may be declared or paid upon any share of common stock unless all accumulated and unpaid dividends have been declared and paid upon all of the outstanding shares of Preferred Stock. | |
• | If our common stockholders fail to approve the Share Conversion and Issuance Proposal, the Warrants will not become exercisable, we will not receive the proceeds of $65.5 million from the exercise of the Warrants to pay a portion of the purchase price of the Acquisition and we will be required to redeem the Warrants at a price of $0.50 per Warrant. Instead we will be required to pay a redemption price of $4.1 million in respect of the Warrants. In such event, we would have a shortfall in our expected sources of funds to finance the Acquisition and would be required to find additional financing to fund the shortfall. | |
• | If we had issued all common shares in the transaction, this issuance would have required a stockholder vote under the Nasdaq Marketplace Rules prior to the issuance, which would have delayed our ability to raise financing for the purchase price of the Acquisition Fleet, possibly forcing us to forgo the Acquisition. Instead, we were able to raise a portion of the necessary financing through the Private Placement of the Units, consisting of Preferred Stock and Warrants, provided that we seek common stockholder approval after completion of the Private Placement for the conversion of the Preferred Stock into common stock. As a result, we were able to secure the necessary financing in a timely manner to enable our purchase of the Acquisition Fleet. | |
• | Our issuance of the Units enabled us to pay for a portion of the Acquisition Fleet with equity, rather than additional borrowings. In addition, our issuance of the Units enabled us to obtain a commitment letter from a bank providing certain conditions for a credit facility to borrow the remainder of the amount required for the purchase of the Acquisition Fleet. We believe that, if we had not issued additional equity in the form of the Preferred Stock, we would have been unable to receive this commitment and therefore would not have been in a position to finance the Acquisition. |
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• | The Board of Directors considered the fact that existing stockholders will incur substantial dilution to their voting interests and will own a smaller percentage of the Company’s outstanding common stock upon the approval of the Share Conversion and Issuance Proposal, but believes the benefits of the Share Conversion and Issuance Proposal outweigh the negative effects of stockholder dilution. | |
• | If our common stockholders fail to approve the Share Conversion and Issuance Proposal at this Special Meeting, we reserve the option to solicit our stockholders again at a subsequent special meeting. Any subsequent solicitation would result in additional costs and expenses to us and would decrease the amount of cash available to be distributed to our stockholders in the form of dividends to reduce indebtedness or for other purposes. |
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CR1 = CR0 x | OS1 OS0 |
CR1 = CR0 x | (OS0 +X) (OS0 +Y) |
CR1 = CR0 x | SP0 SP0 −FMV |
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• | shares of the Company’s capital stock (including common stock); | |
• | options, warrants or rights to purchase, or securities convertible into or convertible or exercisable for, shares of common stock or other securities or property of the Company at an exercise price below fair market value; or | |
• | evidences of indebtedness or assets of the Company. |
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Time Charter | ||||||||||||||||||||||||||
Delivery | Expiration Date | Daily Hire | ||||||||||||||||||||||||
Vessel | Type | Dwt | Date | Year Built | Shipbuilder | (Minimum Period) | Rate | Charterer | ||||||||||||||||||
Fearless I | Panamax | 73,427 | 4/05 | 1997 | Hyundai | 3/08 | $ | 25,000 | Deiulemar | |||||||||||||||||
King Coal | Panamax | 72,873 | 4/05 | 1997 | CSSC Taiwan | 3/08 | $ | 26,300 | Energy Shipping | |||||||||||||||||
Coal Glory | Panamax | 73,670 | 4/05 | 1995 | Hyundai | 6/08 | $ | 15,800 | Cosco | |||||||||||||||||
Coal Age | Panamax | 72,861 | 5/05 | 1997 | Hyundai | 8/06 | $ | 17,500 | (1) | Safety Mgt. | ||||||||||||||||
Iron Man | Panamax | 72,861 | 5/05 | 1997 | Hyundai | 3/10 | $ | 18,500 | Seven Mountain | |||||||||||||||||
Barbara | Panamax | 73,390 | 7/05 | 1997 | Halla Samho | 8/07 | (2) | Cargill | ||||||||||||||||||
Coal Pride | Panamax | 72,600 | 8/05 | 1999 | Imabari | 2/07 | $ | 14,850 | Daeyang | |||||||||||||||||
Linda Leah | Panamax | 73,390 | 8/05 | 1997 | Halla Samho | 6/08 | $ | 25,000 | Fratelli D’Amato | |||||||||||||||||
Iron Beauty | Capesize | 165,500 | 10/05 | 2001 | CSSC Taiwan | 4/10 | $ | 36,500 | STX Panocean | |||||||||||||||||
Kirmar | Capesize | 165,500 | 11/05 | 2001 | CSSC Taiwan | 2/07 | $ | 26,250 | Swissmarine |
(1) | On March 26, 2006 the daily hire rate for theCoal Age changed from $25,500 to $17,500. | |
(2) | Time charter rate based on Baltic Exchange average in the spot market. |
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Delivery Date | Charter | |||||||||||||||||
Vessel | Type | Dwt | Range | Built | Expiration | |||||||||||||
Grain Express | Panamax | 76,466 | 9/1/06-10/31/06 | 04/04 | 12/31/10 | |||||||||||||
Iron Knight | Panamax | 76,429 | 9/1/06-1/10/07 | 06/04 | 12/31/10 | |||||||||||||
Grain Harvester | Panamax | 76,417 | 9/1/06-10/31/06 | 08/04 | 8/31/09 | |||||||||||||
Iron Bradyn | Kamsarmax | 82,769 | 9/1/06-10/31/06 | 02/05 | 12/31/10 | |||||||||||||
Iron Fuzeyya | Kamsarmax | 82,209 | 9/1/06-10/31/06 | 01/06 | 12/31/10 | |||||||||||||
Iron Kalypso | Kamsarmax | 82,224 | 9/1/06-10/31/06 | 01/06 | 12/31/10 | |||||||||||||
Ore Hansa | Kamsarmax | 82,209 | 7/20/06-8/31/06 | 03/06 | 12/31/10 | |||||||||||||
Santa Barbara | Kamsarmax | 82,266 | 7/20/06-8/31/06 | 03/06 | 12/31/10 | |||||||||||||
Iron Elizabeth | Kamsarmax | 82,000 | 7/20/06-8/31/06 | * | 12/31/10 | |||||||||||||
Iron Vassilis | Kamsarmax | 82,000 | 8/11/06-10/10/06 | * | 12/31/10 | |||||||||||||
Iron Anne | Kamsarmax | 82,000 | 10/16/06-1/15/07 | * | 12/31/10 | |||||||||||||
Pascha | Kamsarmax | 82,300 | 11/20/06-1/20/07 | * | 12/31/10 | |||||||||||||
Iron Lindrew | Kamsarmax | 82,300 | 1/10/07-3/10/07 | * | 12/31/10 | |||||||||||||
Coal Gypsy | Kamsarmax | 82,300 | 12/31/06 | * | 12/31/10 | |||||||||||||
Coal Hunter | Kamsarmax | 82,300 | 12/31/06 | * | 12/31/10 | |||||||||||||
Iron Brooke | Kamsarmax | 82,300 | 3/1/07-5/1/07 | * | 12/31/10 | |||||||||||||
Iron Manolis | Kamsarmax | 82,300 | 6/30/07 | * | 12/31/10 | |||||||||||||
Total | 1,380,789 | |||||||||||||||||
* | Currently under construction |
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2007 | 2008 | 2009 | 2010 | |||||||||||||
Average floor rate | $ | 16,350 | $ | 16,269 | $ | 14,400 | $ | 14,460 | ||||||||
Average ceiling rate | $ | 26,851 | $ | 26,719 | $ | 23,206 | $ | 23,343 |
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• | Satisfactory valuations of the collateral vessels by two independent sale and purchase brokers appointed by the Agent. | |
• | On or before the signing of the Facility Agreement, Quintana Maritime shall have raised not less than $170 million through the issuance of the new equity securities. | |
• | On or before the drawdown related to the last six of the new vessels, Quintana Maritime shall have raised not less than $54 million through the issuance of the new equity securities (reduced by the amount in excess of $170 million raised initially). |
• | Collateral Maintenance. Until December 31, 2010, the aggregate Fair Market Value of the collateral vessels shall be no less than 115% of the aggregate outstanding amount under the new revolving credit facility and 125% thereafter. | |
• | Minimum Liquidity. Minimum Liquidity (including available undrawn credit line) to be at all times equal to $550,000 per vessel increasing quarterly to a maximum of $741,000 per vessel beginning in March 2009. | |
• | Interest Coverage. The ratio of EBITDA (calculated on a trailing twelve month basis) over the last twelve months to interest expense shall be no less than 2.00 to 1.00. |
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• | Leverage. Total Debt over Total Assets, adjusted for the Fair Market Value of the collateral vessels, shall not exceed the level of 75%. | |
• | Solvency Test: Minimum Market Adjusted Net Worth shall be $200 million. |
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• | by delivering, before or at the special meeting, a new proxy with a later date; | |
• | by delivering, on or before the business day prior to the special meeting, a notice of revocation to our Secretary at the address set forth in the notice of the special meeting; | |
• | by attending the special meeting in person and voting, although your attendance at the special meeting, without actually voting, will not by itself revoke a previously granted proxy; or | |
• | if you have instructed a broker to vote your shares, you must follow the directions received from your broker to change those instructions. |
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Common Shares | ||||||||||||||||||||||||
Beneficially Owned Prior | Assuming the | |||||||||||||||||||||||
to the Conversion of the | Conversion of the | |||||||||||||||||||||||
Preferred Stock or the | Assuming the Conversion | Preferred Stock and the | ||||||||||||||||||||||
Exercise of the Warrants | of the Preferred Stock | Exercise of the Warrants | ||||||||||||||||||||||
Number | Percent(1) | Number | Percent(1) | Number | Percent(1) | |||||||||||||||||||
Corbin J. Robertson, Jr.(2) | 2,455,616 | 10.2 | % | 4,455,616 | 9.0 | % | 5,095,616 | 8.8 | % | |||||||||||||||
Joseph R. Edwards(3) | 3,087,895 | 12.8 | % | 5,087,895 | 10.2 | % | 5,727,895 | 9.9 | % | |||||||||||||||
Hans J. Mende(4) | 623,278 | 2.6 | % | 1,956,615 | 3.9 | % | 2,383,283 | 4.1 | % | |||||||||||||||
Corbin J. Robertson III(5) | 364,927 | 1.5 | % | 498,264 | 1.0 | % | 540,932 | * | ||||||||||||||||
Stamatis Molaris(6) | 285,000 | 1.2 | % | 308,337 | * | 315,805 | * | |||||||||||||||||
Gurpal Singh Grewal(7) | 22,104 | * | 22,104 | * | 22,104 | * | ||||||||||||||||||
S. James Nelson(8) | 18,000 | * | 18,000 | * | 18,000 | * | ||||||||||||||||||
Peter Costalas | 12,500 | * | 12,500 | * | 12,500 | * | ||||||||||||||||||
Paul J. Cornell(9) | 97,500 | * | 97,500 | * | 97,500 | * | ||||||||||||||||||
Nikos Frantzeskakis(10) | 120,574 | * | 120,574 | * | 120,574 | * | ||||||||||||||||||
All directors and executive officers as a group (11 persons) | 7,352,894 | 30.5 | % | 12,643,405 | 25.4 | % | 14,400,209 | 24.9 | % |
* | Less than 1%. |
Preferred Shares | ||||||||
Beneficially Owned Prior | ||||||||
to the Conversion of the | ||||||||
Preferred Stock | ||||||||
Number | Percent(13) | |||||||
Corbin J. Robertson, Jr. | 160,000 | 7.8 | % | |||||
Joseph R. Edwards | 160,000 | 7.8 | % | |||||
Hans J. Mende | 106,667 | 5.2 | % | |||||
Corbin J. Robertson III | 10,667 | * | ||||||
Stamatis Molaris | 1,867 | * | ||||||
All directors and executive officers as a group (11 persons) | 439,200 | 21.5 | % |
* | Less than 1%. |
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Shares | ||||||||||||||||||||||||
Beneficially Owned Prior | Assuming the | |||||||||||||||||||||||
to the Conversion of the | Conversion of the | |||||||||||||||||||||||
Preferred Stock or the | Assuming the Conversion | Preferred Stock and the | ||||||||||||||||||||||
Exercise of the Warrants | of the Preferred Stock | Exercise of the Warrants | ||||||||||||||||||||||
Name and Address of Beneficial Owner | Number | Percent(1) | Number | Percent | Number | Percent | ||||||||||||||||||
FR X Offshore GP Limited(3) | 3,072,395 | 12.7 | % | 5,072,395 | 10.2 | % | 5,712,395 | 9.9 | % | |||||||||||||||
One Lafayette Place | ||||||||||||||||||||||||
Greenwich, Connecticut 06830 | ||||||||||||||||||||||||
Quintana Maritime Partners, L.P.(2) | 2,440,116 | 10.1 | % | 4,440,116 | 8.9 | % | 5,080,116 | 8.8 | % | |||||||||||||||
601 Jefferson St., Suite 3600 | ||||||||||||||||||||||||
Houston, Texas 77002 | ||||||||||||||||||||||||
Neuberger Berman Inc.(11) | 1,585,875 | 6.6 | % | 1,585,875 | 3.2 | % | 1,585,875 | 2.7 | % | |||||||||||||||
605 Third Avenue | ||||||||||||||||||||||||
New York, New York 10158 | ||||||||||||||||||||||||
WS Capital, L.L.C. et al.(12) | 1,537,455 | 6.4 | % | 2,204,155 | 4.4 | % | 2,417,499 | 4.2 | % | |||||||||||||||
300 Crescent Court, Suite 111 | ||||||||||||||||||||||||
Dallas, Texas 75201 |
(1) | With respect to the shares shown prior to the offering, the percentages shown reflect an aggregate of 24,148,242 shares outstanding, which includes 860,250 restricted shares issued pursuant to our stock incentive plan. With respect to the shares shown after the offering and assuming the conversion of the preferred stock into common shares, the percentages shown reflect an aggregate 49,717,717 shares outstanding. With respect to the shares shown after the offering and assuming both the conversion of the preferred stock into common shares and the exercise of the warrants to purchase common shares, the percentages shown reflect an aggregate of 57,899,949 shares outstanding. | |
(2) | The number of shares shown for Mr. Robertson prior to conversion of the Preferred Stock includes 2,440,116 shares held by Quintana Maritime Partners, L.P., a limited partnership indirectly controlled by Mr. Robertson in his capacity as the sole stockholder of QMP Inc., the general partner of Quintana Maritime Partners, L.P. In addition, Mr. Robertson holds 15,500 shares of restricted stock that were granted to him for his service as a director. Of the restricted shares, Mr. Robertson has dispositive power over 3,000 restricted shares that vested in February 2006. The shares shown for Mr. Robertson after the conversion of the Preferred Stock reflect the purchase by Quintana Maritime Partners L.P. of 160,000 units in the Private Placement. The preferred stock portion of these units would be convertible into 2,000,000 shares of common stock, and the warrant portion of these units would be exercisable for 640,000 shares of common stock. | |
(3) | The number of shares shown for Mr. Edwards prior to conversion of the Preferred Stock includes 15,500 shares of restricted stock granted to Mr. Edwards for his service as a director. In addition, each of FR X Offshore GP Limited (“Offshore Ltd”), FR X Offshore GP, L.P. (“Offshore GP”), and FR X Offshore, L.P. (“Offshore LP”) may be deemed to beneficially own the indicated shares. Offshore GP is the general partner of Offshore LP and may be deemed to share beneficial ownership of the shares of common stock beneficially owned by Offshore LP. Offshore Ltd, as the general partner of Offshore GP, may also be deemed to share beneficial ownership of the shares of common stock beneficially owned by Offshore LP. Each of Offshore Ltd, Offshore GP, and Offshore LP are entitled to a portion of the profits from the sale of securities held by Mr. Edwards, and therefore they share beneficial ownership of the securities issued to Mr. Edwards. Of the restricted shares, Mr. Edwards shares dispositive power over 3,000 restricted shares that vested in February 2006. Other than the shares he holds directly, Mr. Edwards disclaims beneficial ownership of securities beneficially owned by the Offshore Ltd, Offshore GP, and Offshore LP. The information in the table above is based on a Schedule 13G filed with the SEC on February 9, 2006. The shares shown for Mr. Edwards after the conversion of the |
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Preferred Stock reflect the purchase by Offshore LP of 160,000 units in the Private Placement. The preferred stock portion of these units would be convertible into 2,000,000 shares of common stock, and the warrant portion of these units would be exercisable for 640,000 shares of common stock. | ||
(4) | The number of shares shown for Mr. Mende prior to the conversion of the Preferred Stock includes 587,778 shares held by AMCI Acquisition II, LLC, a limited liability company indirectly controlled by Mr. Mende, and 15,500 shares of restricted stock granted to Mr. Mende for his service as a director. Of the restricted shares, Mr. Mende has dispositive power over 3,000 restricted shares that vested in February 2006. The shares shown for Mr. Mende after the conversion of the Preferred Stock reflect the purchase by AMCI Acquisition II, LLC of 106,667 units in the Private Placement. The preferred stock portion of these units would be convertible into 1,333,337 shares of common stock, and the warrant portion of these units would be exercisable for 426,668 shares of common stock. | |
(5) | The number of shares shown for Mr. Robertson III includes 279,042 shares held directly, 55,385 shares held by Spring Street Partners L.P., a hedge fund indirectly controlled by Mr. Robertson III, 20,000 shares held in a managed account in Spring Street Partners, and 15,500 shares of restricted stock granted to Mr. Robertson III for his service as a director. Of the restricted shares, Mr. Robertson III has dispositive power over 3,000 restricted shares that vested in February 2006. The shares shown for Mr. Robertson III after the conversion of the Preferred Stock reflect the purchase by Mr. Robertson III of 10,667 units in the Private Placement. The preferred stock portion of these units would be convertible into 133,337 shares of common stock, and the warrant portion of these units would be exercisable for 42,668 shares of common stock. | |
(6) | The number of shares shown for Mr. Molaris includes 75,000 shares held directly and 210,000 shares of restricted stock granted to him as part of his compensation. Of the restricted shares, Mr. Molaris has dispositive power over 20,000 restricted shares that vested in February 2006. The shares shown for Mr. Molaris after the conversion of the Preferred Stock reflect the purchase by Mr. Molaris of 1,867 units in the Private Placement. The preferred stock portion of these units would be convertible into 23,337 shares of common stock, and the warrant portion of these units would be exercisable for 7,468 shares of common stock. | |
(7) | The number of shares shown for Mr. Grewal includes 6,604 shares held by Ramnique Grewal, Mr. Grewal’s daughter and a Quintana Maritime employee, and 15,500 shares of restricted stock granted to Mr. Grewal for his service as a director. Of the restricted shares, Mr. Grewal has dispositive power over 3,000 restricted shares that vested in February 2006. | |
(8) | The number of shares shown for Mr. Nelson includes 2,500 shares held directly and 15,500 shares of restricted stock granted to him for his service as a director. Of the restricted shares, Mr. Nelson has dispositive power over 3,000 restricted shares that vested in February 2006. | |
(9) | The number of shares shown for Mr. Cornell includes 97,500 shares of restricted stock granted to him as part of his compensation. Of the restricted shares, Mr. Cornell has dispositive power over 10,000 restricted shares that vested in February 2006. | |
(10) | The number of shares shown for Mr. Frantzeskakis includes 23,074 shares held directly and 97,000 shares of restricted stock granted to him as part of his compensation. Of the restricted shares, Mr. Frantzeskakis has dispositive power over 10,000 shares that vested in February 2006. | |
(11) | Based on Schedule 13G filed with the SEC on February 15, 2006 by Neuberger Berman Inc. and Neuberger Berman, LLC, has sole voting power over 1,219,425 shares and shared dispositive power of all reported shares. The shares are held for individual client accounts. | |
(12) | Based on Amendment No. 1 to Schedule 13G filed with the SEC on February 14, 2006 by WS Capital, L.L.C., (“WS Capital”), WS Capital Management, L.P. (“WSC Management”), WSV Management, L.L.C. (“WSV”), WS Ventures Management, L.P. (“WSVM”), Reid S. Walker, G. Stacy Smith, and Patrick P. Walker. WS Capital holds shares for the account of (1) Walker Smith Capital, L.P. (“WSC”), (2) Walker Smith Capital (Q.P.), L.P. (“WSCQP”), (3) Walker Smith International Fund, Ltd. (“WS International”), and (4) HHMI Investments L.P. (“HHMI”). WSV holds shares for the account of (1) WS Opportunity Fund, L.P. (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P. (“WSOQP”), and (3) WS Opportunity Fund International, Ltd. (“WSO International”), WS Capital is the general partner of WSC Management, which is the general partner of WSC and WSCQP, the investment manager for WS International and the investment manager for HHMI. WS Capital is a limited partner of HHMI. WSV is the general partner of WSVM, which is the general partner of |
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WSO and WSOQP and the agent andattorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. Reid S. Walker is the beneficial owner of 1,537,455 shares of common stock, which includes (i) 1,292,455 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International, (ii) 241,500 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International and (iii) 3,500 shares held directly. G. Stacy Smith is the beneficial owner of 1,538,955 shares of common stock, which includes (i) 1,292,455 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International, (ii) 241,500 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International and (iii) 5,000 shares held directly. Patrick P. Walker is the beneficial owner of 241,500 shares of common stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International. WS Capital and WSC Management are the beneficial owners of 1,292,455 shares of common stock, for the accounts of WSC, WSCQP, WS International and HHMI. WSV and WSVM are the beneficial owners of 241,500 shares of common stock, for the accounts of WSO, WSOQP and WSO International. The shares shown for WS Capital after the offering reflect the purchase by WS Capital and its affiliates of 53,336 units in the offering. The preferred stock portion of these units would be convertible into 666,700 shares of common stock, and the warrant portion of these units would be exercisable for 213,344 shares of common stock. | ||
(13) | The percentages shown reflect an aggregate of 2,045,558 shares of preferred stock outstanding. |
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• | Annual Report of From10-K for the fiscal year ended December 31, 2005; and | |
• | Quarterly Report onForm 10-Q for the quarter ended March 31, 2006. |
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Secretary
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![(BAR CODE)](https://capedge.com/proxy/DEF 14A/0000950129-06-007100/h36819dh3681901.gif)
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Quintana Maritime Limited | ||||||
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![]() | MR A SAMPLE DESIGNATION (IF ANY) ADD 1 Least Address Line ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ![]() | 000000000.000 ext 000000000.000 ext 000000000.000 ext 000000000.000 ext C 1234567890 J N T | ||||
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o | Mark this box with an X if you have made changes to your name or address details above. |
A | Proposal |
The Board of Directors of Quintana Maritime Limited recommends a vote FOR the following proposal. |
For | Against | Abstain | ||||||
1. | A proposal to approve, in connection with our agreement on May 3, 2006 to acquire 17 drybulk vessels from an unaffiliated third party, (a) the conversion of the 12% Mandatorily Convertible Preferred Stock into shares of the Company’s common stock, (b) the exercisability of the Class A Warrants to purchase shares of the Company’s common stock, and (c) the issuance of shares of the Company’s common stock upon the conversion of the 12% Mandatorily Convertible Preferred Stock and the exercise of the Class A Warrants. | o | o | o | ||||
B | Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed. |
Signature 1 - Please keep signature within the box | Signature 2 - Please keep signature within the box | Date (mm/dd/yyyy) | ||
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n | 0 0 8 6 5 0 1 | 1 U P X | C O Y | + |
Table of Contents
Meeting Details
Proxy Solicited by Board of Directors for Special Meeting of Stockholders - August 11, 2006, at 9:00 a.m. Local Time
Stamatis Molaris and Steve Putman, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Special Meeting of Stockholders of Quintana Maritime Limited to be held on August 11, 2006 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR Proposal 1.
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.