UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MC Shipping Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
55267Q104
(CUSIP Number)
Michael Emanuel, Esq.
c/o Loeb Partners Corporation
61 Broadway, N.Y., N.Y., 10006 (212) 483-7047
(Name, address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 22, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with statement [ ]. (A fee is not
required only if the following reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described is Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP NO. 55267Q104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Partners Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 14,290 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 13,549 Shares of Common stock
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 14,290 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
13,549 Shares of Common stock
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,839 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.29%
14 TYPE OF REPORTING PERSON*
CO, BD, IA
SCHEDULE 13D
CUSIP NO. 55267Q104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage Fund
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 297,989 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 297,989 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
297,989 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.13%
14 TYPE OF REPORTING PERSON*
PN, BD
SCHEDULE 13D
CUSIP NO. 55267Q104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Offshore Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 72,909 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 72,909 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,909 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.77%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 55267Q104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Arbitrage B Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 87,297 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 87,297 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
87,297 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.92%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 55267Q104
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Loeb Offshore B Fund Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC, O
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF 7 SOLE VOTING POWER
SHARES 25,926 Shares of Common stock
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY --------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,926 Shares of Common stock
PERSON WITH 10 SHARED DISPOSITIVE POWER
-------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,926 Shares of Common stock
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.27%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
------ -------------------
The title and class of equity security to which this Statement relates is
the common stock, 0.01 par value per share (the "Common Stock"), of MC Shipping
Inc. The address of the Issuer's principal executive offices is Gildo Pastor
Center, 7, rue du Gabian, MC 98000, Monaco.
Item 2. Identity and Background.
------ -----------------------
Loeb Arbitrage Fund ("LAF"), 61 Broadway, New York, New York, 10006, is a
New York limited partnership. It is a registered broker/dealer. Its general
partner is Loeb Arbitrage Management, Inc., ("LAM"), a Delaware corporation,
with the same address. Loeb Arbitrage B Fund LP ("LAFB") is a Delaware limited
partnership. Its general partner is Loeb Arbitrage B Management, LLC. The
President of these general partners is Gideon J. King. The other officers of LAM
are Thomas L. Kempner, Chairman of the Board, President, Peter A. Tcherepnine,
Vice President, Edward J. Campbell, Vice President. Loeb Partners Corporation
("LPC"), 61 Broadway, New York, New York, 10006, is a Delaware corporation. It
is a registered broker/dealer and a registered investment adviser. Thomas L.
Kempner is its President and a director and its Chief Executive Officer. Norman
N. Mintz is a Vice President and also a director. Gideon J. King is Executive
Vice President. Loeb Holding Corporation ("LHC"), a Maryland corporation, 61
Broadway, New York, New York, 10006 is the sole stockholder of LAM and LPC.
Thomas L. Kempner is its President and a director as well as its Chief Executive
Officer and majority stockholder. Norman N. Mintz and Peter A. Tcherepnine are
also directors. Loeb Offshore Fund, Ltd., ("LOF") and Loeb Offshore B Fund Ltd.
("LOFB") are each a Cayman Islands exempted company. Loeb Offshore Management,
LLC ("LOM") is a Delaware limited liability company, a registered investment
adviser and is wholly owned by Loeb Holding Corporation. It is the investment
adviser of LOF and LOFB. Gideon J. King and Thomas L. Kempner are Directors of
LOF and LOFB and Managers of LOM. Loeb Marathon Fund ("LMF") is a Delaware
limited partnership whose general partner is LAM. Loeb Marathon Offshore Fund
Ltd. ("LMOF") is a Cayman Islands exempted company. LOM is the investment
adviser of LMOF. All of the individuals named are United States citizens. None
have been, within the last five years, convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding been or are subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violations with respect to such laws.
Item 3. Source and Amount of Funds or Other Compensation.
------ ------------------------------------------------
Shares of Common Stock were acquired by LAF, LPC**, LOF, LAFB and LOFB in
margin accounts maintained with Bear Stearns Securities Corp.
Item 4. Purpose of Transaction.
------ ----------------------
LAF, LPC**, LOF, LAFB and LOFB ("Loeb") have acquired shares of Common
Stock for investment purposes. Loeb reserves the right, consistent with
applicable law, to acquire additional securities of the Issuer (whether through
open market purchases, block trades, private acquisitions, tender or exchange
offers or otherwise).
Loeb intends to review its investment in the Issuer on a continuing basis
and may engage in discussions with management or the Board of Directors of the
Issuer concerning the business and future plans of the Issuer. Depending on
various factors, including, without limitation, the Issuer's financial position
and investment strategy, the price levels of the Common Stock of the Issuer,
conditions in the securities markets and general economic and industry
conditions, Loeb may in the future take such actions with respect to its
investment in the Issuer as it deems appropriate including, without limitation,
seeking Board representations, making proposals to the Issuer concerning the
capitalization of the Issuer, purchasing additional Common Stock and other
securities of the Issuer, selling some or all of its Common Stock, engaging in
short selling of or any hedging or similar transaction with respect to the
Common Stock of the Issuer or changing its intention partially or entirely with
respect to any and all matters referred to in Item 4.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) The persons reporting hereby owned the following shares of Common Stock
as of August 22, 2007.
Shares of Common Stock
Loeb Arbitrage Fund 297,989
Loeb Partners Corporation** 27,839
Loeb Offshore Fund Ltd. 72,909
Loeb Arbitrage B Fund LP 87,237
Loeb Offshore B Fund Ltd. 25,926
--------------
511,900
The total shares of Common Stock constitute 5.38% of the 9,515,471 outstanding
shares of Common Stock as reported by the issuer.
--------------------------------------------------------------------------------
**Including shares of Common Stock purchased for the account of one customer of
Loeb Partners Corporation as to which it has investment discretion.
(b) See paragraph (a) above.
(c) The following purchases of Common Stock have been made in the last
60 days:
Purchases of Common Stock
-------------------------
Holder Date Shares Average Price
Loeb Partners Corp.** 07-30-07 1190 $13.91
07-31-07 5303 14.00
08-03-07 893 14.05
08-10-07 893 14.06
08-14-07 595 14.14
08-16-07 1008 14.16
08-16-07 972 14.09
08-17-07 365 14.12
08-20-07 2770 14.02
08-21-07 2770 14.02
08-22-07 11080 14.02
Holder Date Shares Average Price
Loeb Arbitrage Fund 07-30-07 15002 $13.91
07-31-07 59860 14.00
08-03-07 9386 14.05
08-10-07 9386 14.06
08-14-07 5658 14.14
08-15-07 5507 14.15
08-16-07 14564 14.09
08-17-07 3846 14.12
08-20-07 29130 14.02
08-21-07 29130 14.02
08-22-07 116520 14.02
Holder Date Shares Average Price
Loeb Offshore Fund 07-30-07 3808 $13.91
07-31-07 14330 14.00
08-03-07 2295 14.05
08-10-07 2295 14.06
08-14-07 1530 14.14
08-15-07 1530 14.15
08-16-07 3553 14.09
08-17-07 938 14.12
08-20-07 7105 14.02
08-21-07 7105 14.02
08-22-07 28420 14.02
Holder Date Shares Average Price
Loeb Arbitrage B Fund 08-01-07 15311 $13.98
LP 08-03-07 1872 14.05
08-03-07 500 14.07
08-07-07 1400 14.06
08-10-07 1872 14.06
08-13-07 6562 14.11
08-14-07 1648 14.14
08-16-07 1799 14.16
08-16-07 4243 14.09
08-17-07 1120 14.12
08-20-07 8485 14.02
08-21-07 8485 14.02
08-22-07 33940 14.02
Holder Date Shares Average Price
Loeb Offshore B Fund 08-01-07 4596 $13.98
Ltd. 08-03-07 100 14.06
08-03-07 554 14.05
08-07-07 400 14.06
08-10-07 554 14.06
08-13-07 1938 14.11
08-14-07 569 14.14
08-16-07 1255 14.09
08-16-07 569 14.16
08-17-07 331 14.12
08-20-07 2510 14.02
08-21-07 2510 14.02
08-22-07 10040 14.02
---------------------
**Including shares of Common Stock purchased for the account of one customer of
Loeb Partners Corporation as to which it has investment discretion.
All reported transactions were effected on AMEX.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
------ ------------------------------------------------------------------------
the Issuer.
-----------
None.
Item 7. Materials to be Filed as Exhibits.
------ ----------------------------------
None.
Signature
---------
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
August 28, 2007 Loeb Partners Corporation
By: /s/ Michael S. Emanuel
Senior Vice President
August 28, 2007 Loeb Arbitrage Fund
By: Loeb Arbitrage Management, Inc., G.P.
By: /s/ Michael S. Emanuel
Vice President
August 28, 2007 Loeb Offshore Fund Ltd.
By: /s/ Michael S. Emanuel
Vice President
August 28, 2007 Loeb Arbitrage B Fund LP
By: Loeb Arbitrage B Management LLC, G.P.
By: /s/ Michael S. Emanuel
Vice President
August 28, 2007 Loeb Offshore B Fund Ltd.
By: /s/ Michael S. Emanuel
Vice President