UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 6)
MC SHIPPING INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE PER SHARE
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(Title of Class of Securities)
55267Q 104
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(CUSIP Number of Class of Securities)
ANDREA COLOMBO
NAVALMAR (UK) LIMITED
LONDON EC3A 6AU
BEULAH HALL
3 BEULAH ROAD
WIMBLEDON
LONDON SW19 3SB
UNITED KINGDOM
+44 0208-540-8777
with a copy to
LORENZO BORGOGNI, ESQ.
GREENBERG TRAURIG, LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
TEL.: (212) 801-9200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JULY 30, 2007
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a Statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7(b) 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).
CUSIP No. 55267Q 104 SCHEDULE 13D/A Page 3 of 10 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Navalmar Transportes Maritimos LDA
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Portugal
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% OF COMMON STOCK
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 55267Q 104 SCHEDULE 13D/A Page 4 of 10 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
CO.FI.PA SpA
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
13-4160637
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% OF COMMON STOCK
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 55267Q 104 SCHEDULE 13D/A Page 5 of 10 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
Enrico Bogazzi
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
OO
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Italy
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF 909
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 909
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
-0-
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
909
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
LESS THAN 1.00% OF COMMON STOCK
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D/A
INTRODUCTORY NOTE
This Amendment No. 6 (this "Statement") is filed by Navalmar
Transportes Maritimos LDA, a corporation organized under the laws of the
Republic of Portugal ("Navalmar"), CO.FI.PA SpA, a corporation organized under
the laws of the Republic of Italy and the majority stockholder of Navalmar
("CO.FI.PA"), and Mr. Enrico Bogazzi, the majority stockholder of CO.FI.PA (and
a former director of the Issuer (as defined below)), and amends the Schedule 13D
filed on May 14, 2004, as amended by Amendment No. 1 filed on August 19, 2005,
Amendment No. 2 filed on October 12, 2005, Amendment No. 3 filed on December 1,
2005, Amendment No. 4 filed on December 22, 2005, and Amendment No. 5 filed on
July 28, 2006 (as so amended, the "Schedule 13D"). This Statement relates to
shares of common stock, par value $0.01 per share ("Common Stock"), of MC
Shipping Inc., a corporation organized under the laws of the Republic of Liberia
(the "Issuer").
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended by adding the
following paragraph as the second-to-last paragraph of such item:
On July 30, 2007, Navalmar, Weco-Rederi Holding A/S, a
corporation organized under the laws of the Kingdom of Denmark ("WRH"), and Mast
Acquisition Ltd., a Bermuda exempted limited company (the "Purchaser"), entered
into a Securities Purchase Agreement (the "Purchase Agreement"), pursuant to
which, on such date (the "Closing Date"), Navalmar sold to the Purchaser
4,226,448 shares of Common Stock, representing all shares of Common Stock of the
Issuer beneficially owned by Navalmar (the "Sold Shares"), at a purchase price
of $14.25 per share in cash. WRH is wholly owned by Johan Wedell-Wedellsborg, a
former director of the Issuer. Pursuant to the Purchase Agreement, on the
Closing Date, WRH sold to the Purchaser 849,270 shares of Common Stock of the
Issuer. As a result of these transactions, the Purchaser became the beneficial
owner of an aggregate 5,075,718 shares of Common Stock, representing
approximately 53.37% of the issued and outstanding Common Stock.
Concurrently with the consummation of the transactions
contemplated by the Purchase Agreement, the Purchaser, Mast Merger Sub Corp., a
corporation organized under the laws of the Republic of Liberia and a wholly
owned subsidiary of the Purchaser ("Merger Sub"), and the Issuer, entered into
an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, it
is expected that, in accordance with the terms and subject to the conditions of
the Merger Agreement, (i) Merger Sub will be merged with and into the Issuer and
the Issuer will continue as the surviving entity of the merger and a wholly
owned subsidiary of the Purchaser, and (ii) each issued and outstanding share of
Common Stock will be converted into the right to receive $14.25 in cash, without
interest. Prior to the meeting held by the Board of Directors of the Issuer to
approve the Merger Agreement, each of Messrs. Bogazzi and Wedell-Wedellsborg
resigned their positions as directors of the Issuer.
The description herein of the Purchase Agreement is qualified
in its entirety by reference to the Purchase Agreement, which is attached hereto
as Exhibit 2 and is incorporated in its entirety herein by reference.
Also concurrently with the consummation of the transactions
contemplated by the Purchase Agreement, and in consideration of the Purchaser's
entering into the Purchase Agreement, Mr. Bogazzi entered into a letter
agreement (the "Letter Agreement") with WRH, Mr. Wedell-Wedellsborg and the
Purchaser. Under the Letter Agreement, Mr. Bogazzi agreed to vote all 909 shares
of Common Stock previously granted to him in his capacity as a director of the
Issuer in favor of the approval and adoption of the Merger Agreement and any
transactions contemplated thereby, and of any "superior proposal" (as defined in
the Merger Agreement) that the Purchaser is required to support under the Merger
Agreement, and against any other superior proposal and any agreement or action
that is intended or could reasonably be expected to prevent, impede, interfere
with, delay or postpone the transactions contemplated by the Merger Agreement.
Mr. Bogazzi also agreed not to sell, offer to sell, give, pledge, encumber,
assign, grant any option for the sale of or otherwise transfer or dispose of, or
enter into any agreement, arrangement or understanding to sell or transfer, any
of his shares of Common Stock, other than in connection with the Merger
Agreement, without the prior written consent of the Purchaser. In addition, Mr.
Bogazzi granted an irrevocable proxy to the Purchaser in accordance with the
terms of the Letter Agreement, in the event that he fails for any reason to vote
his shares of Common Stock in accordance with the Letter Agreement. WRH (with
respect to 583,333 shares of Common Stock held by it in physical form to the
extent that they were not transferred to the Purchaser on the Closing Date)
and Mr. Wedell-Wedellsborg (with respect to 909 shares of Common Stock
previously granted to him in his capacity as a director of the Issuer) undertook
similar obligations under the Letter Agreement.
The description herein of the Letter Agreement is qualified in
its entirety by reference to the Letter Agreement, which is attached hereto as
Exhibit 3 and is incorporated in its entirety herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Schedule 13D is amended and restated in its
entirety to read as follows:
(a) - (b) Prior to the consummation of the transactions
contemplated by the Purchase Agreement, the Reporting Persons could be deemed to
have shared beneficial ownership of the Sold Shares, representing approximately
44.44% of the issued and outstanding Common Stock (based on 9,510,017 shares of
Common Stock issued and outstanding as reported by the Issuer in its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2007), and to have shared
voting and dispositive power with respect to such shares.
As a result of the execution of the Purchase Agreement and the
Letter Agreement, the Reporting Persons, WRH and Mr. Wedell-Wedellsborg may be
deemed to be a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and deemed to be the beneficial owners of all
of the shares of Common Stock owned by each of them. The Reporting Persons, WRH
and Mr. Wedell-Wedellsborg are acting together with respect to the Issuer to the
extent, but only to the extent, set forth in the Purchase Agreement and the
Letter Agreement. Other than as set forth in the Purchase Agreement and the
Letter Agreement, neither the Reporting Persons, WRH nor Mr. Wedell-Wedellsborg
have any agreement or understanding with each other as to the Issuer, or any
obligation to act together with respect thereto. Neither the filing of this
Statement nor any of its contents shall be deemed to constitute an admission by
any Reporting Person that it is the beneficial owner of any shares of Common
Stock held by WRH or Mr. Wedell-Wedellsborg for purposes of Section 13(d) of the
Exchange Act, and the Reporting Persons expressly disclaim such beneficial
ownership. This Statement constitutes a separate filing by the Reporting Persons
in accordance with Rule 13d-1(k)(2) under the Exchange Act, and the Reporting
Persons disclaim any responsibility for the accuracy of the information relating
to WRH and Mr. Wedell-Wedellsborg and the beneficial ownership of shares of
Common Stock held by them. Neither WRH, Mr. Wedell-Wedellsborg nor any of their
respective affiliates is a reporting person for purposes of this Statement, and
WRH and Mr. Wedell-Wedellsborg are filing a separate statement on Schedule 13G
with respect to their beneficial ownership of Common Stock.
..
(c) As discussed more fully in Item 4 above, on July 30, 2007,
Navalmar entered into the Purchase Agreement, pursuant to which it sold the Sold
Shares to the Purchaser for $14.25 per share in cash.
(d) To the knowledge of the Reporting Persons, no other person
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Sold Shares.
(e) Pursuant to the Purchase Agreement, the Reporting Persons
ceased to be beneficial owners of more than five percent of Common Stock of the
Issuer, and accordingly are no longer subject to the requirement to file a
Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is amended and restated in its
entirety to read as follows:
The information set forth in the Introductory Note to this
Statement and in Item 4 above are incorporated into this Item 6 by reference.
Except as described above, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships
(legal or otherwise), including, but not limited to, transfer or voting of any
of the securities, finders fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profit or loss, or the giving
or withholding of proxies between the persons enumerated in Item 2, and any
other person, with respect to any securities of the Issuer, including any
securities pledged or otherwise subject to a contingency the occurrence of which
would give another person voting power or investment power over such securities
other than standard default and similar provisions contained in loan agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement, dated as of July 30, 2007, among the
Reporting Persons.
Exhibit 2 Securities Purchase Agreement, dated as of July 30, 2007, among
Navalmar Transaportes Maritimos LDA, Weco-Rederi Holding A/S and
Mast Acquisition Ltd.
Exhibit 3 Letter Agreement, dated as of July 30, 2007, among Enrico
Bogazzi, Weco-Rederi Holding A/S, Johan Wedell-Wedellsborg and
Mast Acquisition Ltd.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: July 30, 2007
NAVALMAR TRANSPORTES MARITIMOS LDA
By:/s/ Andrea Colombo
----------------------------------------------
Name: Andrea Colombo
Title: Director
CO. FI. PA SpA
By:/s/ Enrico Bogazzi
----------------------------------------------
Name: Enrico Bogazzi
Title: Director
/s/ Enrico Bogazzi
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Enrico Bogazzi
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 1 Joint Filing Agreement, dated as of July 30, 2007, among the
Reporting Persons.
Exhibit 2 Securities Purchase Agreement, dated as of July 30, 2007, among
Navalmar Transaportes Maritimos LDA, Weco-Rederi Holding A/S and
Mast Acquisition Ltd.
Exhibit 3 Letter Agreement, dated as of July 30, 2007, among Enrico
Bogazzi, Weco-Rederi Holding A/S, Johan Wedell-Wedellsborg and
Mast Acquisition Ltd.