Bird Acquisition Corp. - Amended Statement of Beneficial Ownership (SC 13D/A)
2008年4月16日 - 3:36AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
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Under the Securities Exchange Act
of 1934
Information To
Be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant
to 13d-2(a)
(Amendment No. 2)*
BIRD
ACQUISITION CORP.
(f/k/a
Quintana Maritime Limited)
(Name of Issuer)
Common
Shares, par value $0.01 per share
(Title of Class of
Securities)
(CUSIP Number)
Steve
Putman
c/o
Quintana Minerals Corporation
601
Jefferson Street, Suite 3600
Houston,
TX 77002
(713)
751-7522
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(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 §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 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.
Y7169G109
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1.
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Names of Reporting Persons
Corbin J. Robertson, Jr.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
Not Applicable
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person
(See Instructions)
IN
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2
CUSIP No.
Y7169G109
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1.
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Names of Reporting Persons
QMP Inc.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
Not Applicable
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Texas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person (See
Instructions)
CO; HC
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3
CUSIP No.
Y7169G109
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1.
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Names of Reporting Persons
Quintana Maritime Partners, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
Not Applicable
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Texas
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
0
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
0.0%
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14.
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Type of Reporting Person
(See Instructions)
PN
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4
THIS STATEMENT
CONSTITUTES AMENDMENT NO. 2 TO THE SCHEDULE 13D PREVIOUSLY FILED
Item
1.
Security and Issuer
This
Amendment No. 2 (this Amendment No. 2) to Schedule 13D (originally
filed on August 22, 2006 as subsequently amended) (the Schedule 13D)
relates to the common shares, par value $0.01 per share (Common Shares), of
Bird Acquisition Corp. (f/k/a Quintana Maritime Limited), a corporation
organized under the laws of the Republic of the Marshall Islands (the Issuer),
which has its principal executive offices at c/o Excel Maritime Carriers Ltd.,
17th km National Road Athens-Lamia & Finikos Street, 145 64 Nea
Kifisia, Athens, Greece. Information
given in response to each item below shall be deemed incorporated by reference
in all other items below. Capitalized
terms used herein and not otherwise defined in this Amendment No. 2 shall
have the meanings set forth in the Schedule 13D.
Item
2.
Identity and Background
(a)
No change.
(b)
No change.
(c)
No change.
(d) - (e)
None of the Reporting Persons nor, to the best of any Reporting Persons
knowledge, their respective executive officers or directors listed on
Schedule A hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceedings was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f)
No change.
Item 3.
Source and
Amount of Funds or Other Consideration
No change.
Item 4.
Purpose of
Transaction
Item 4 is hereby amended by adding the
following paragraphs:
On April 15,
2008, the merger contemplated by the previously reported Agreement and Plan of
Merger, dated as of January 29, 2008, as amended (the Merger Agreement),
among Excel Maritime Carriers Ltd. (Excel), Bird Acquisition Corp. and the
Issuer, became effective. Pursuant to
the terms of the Merger Agreement, each outstanding Common Share was converted
into the right to receive (i) .3979 Excel Class A common shares and (ii) $13.00,
without interest. Consequently, the
Reporting Persons no longer beneficially own any Common Shares.
5
The description of the Merger Agreement
contained in this Amendment No. 2 to Schedule 13D is qualified in its
entirety by reference to Exhibit A, which is incorporated herein by
reference in answer to this Item 4.
Item 5.
Interest in Securities of
the Issuer
(a) As of April 15,
2008, the Reporting Persons beneficial ownership of the Shares is as follows:
Name
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Amount of Shares
Beneficially Owned
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Percentage
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Corbin J.
Robertson, Jr.
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0
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0.0
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%
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QMP, Inc.
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0
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0.0
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%
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Quintana
Maritime Partners, L.P.
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0
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0.0
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%
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(b) As of April 15, 2008, the Reporting
Persons have:
Name
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Sole Voting and Dispositive
Power
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Shared Voting and
Dispositive Power
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Percentage(1)
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Corbin J.
Robertson, Jr.
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0
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0
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0.0
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%
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QMP, Inc.
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0
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0
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0.0
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%
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Quintana
Maritime Partners, L.P.
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0
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0
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0.0
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%
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(c) See Item 4.
Purpose of Transaction for a description of the merger and the Merger
Agreement, which is qualified in its entirety by reference to Exhibit A
and is incorporated herein by reference in answer to this Item 5(c).
(d)
No change.
(e) Each of the Reporting Persons ceased to be
the beneficial owner of more than five percent of the Common Shares on April 15,
2008.
Item 6.
Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer
No change.
Item 7.
Materials to Be Filed as Exhibits
Item 7 is hereby amended by adding the following
exhibits:
6
Exhibit A. Agreement and Plan of Merger, dated as of January 29,
2008, among Quintana Maritime Limited, Excel Maritime Carriers Ltd. and Bird
Acquisition Corp. (Incorporated by reference to Exhibit 2.1 to the Issuers
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 29, 2008)
Exhibit B. Joint Filing Agreement, dated as of August 21,
2006, among QMP Inc., Quintana Maritime Partners, L.P. and Corbin J. Robertson, Jr.
(Incorporated by reference to Exhibit 99.A to the Reporting Persons
Schedule 13D filed with the Securities and Exchange Commission on August 22,
2006)
[The remainder of this page intentionally left blank]
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SIGNATURE
After reasonable inquiry
and to the best of the knowledge and belief of each of the undersigned, each of
the undersigned certifies that the information set forth in this Amendment No. 2
is true, complete and correct.
Dated: April 15, 2008
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/s/ Corbin J.
Robertson, Jr.
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Corbin J.
Robertson, Jr.
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QMP INC.
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By:
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/s/ Steve Putman
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Steve Putman
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Secretary
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QUINTANA MARITIME
PARTNERS, L.P.
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By: QMP Inc., its
general partner
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By:
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/s/ Steve Putman
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Steve Putman
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Secretary
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8
SCHEDULE A
General Partners, Executive Officers, Managers and
Board of Directors
The name, business address and
present principal occupation or employment of each of the executive officers
and directors of QMP Inc. are set forth below.
Each such person is a citizen of the United States and does not have any
other principal occupation (apart from similar positions held with respect to
other entities managed or advised by (QMP Inc.):
Name
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Position
with QMP Inc.
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Business
Address
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Corbin
J. Robertson, III
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President &
Director
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(1)
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Paul
J. Cornell
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Vice President,
Treasurer & Director
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(1)
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Steve
Putman
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Secretary
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(1)
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Corbin
J. Robertson, Jr.
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Director
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(1)
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(1)
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601 Jefferson St., Suite 3600, Houston, TX
77002.
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EXHIBIT
INDEX
The following
materials are filed as Exhibits to this Amendment No. 2:
Exhibit A. Agreement and Plan of Merger, dated as of January 29,
2008, among Quintana Maritime Limited, Excel Maritime Carriers Ltd. and Bird
Acquisition Corp. (Incorporated by reference to Exhibit 2.1 to the Issuers
Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 29, 2008)
Exhibit B. Joint Filing Agreement, dated as of August 21,
2006, among QMP Inc., Quintana Maritime Partners, L.P. and Corbin J. Robertson, Jr.
(Incorporated by reference to Exhibit 99.A to the Reporting Persons
Schedule 13D filed with the Securities and Exchange Commission on August 22,
2006)
10
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