- Notification that Form 20-F will be submitted late (NT 20-F)
01 July 2009 - 7:01AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Commission
File Number:
FORM
12b-25
Notification
of Late Filing
(Check
One):
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o
Form
10-K
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x
Form
20-F
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o
Form
11-K
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o
Form
10-Q
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o
Form
10-D
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o
Form
N-SAR
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o
Form
N-CSR
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For
Period Ended: December 31, 2008
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o
Transition
Report on Form 10-K
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o
Transition
Report on Form 20-F
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o
Transition
Report on Form 11-K
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o
Transition
Report on Form 10-Q
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o
Transition
Report on Form N-SAR
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For
the Transition Period Ended:
_______________________________
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Nothing
in this form shall be construed to imply that the Commission has verified any
information contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates: _________________
Part I - Registrant
Information
Full Name
of Registrant
B + H Ocean
Carriers Ltd.
Former
Name if
Applicable ______________________________
14 Par La Ville
Road
Address
of Principal Executive Office (Street and Number)
Hamilton HM 08,
Bermuda
City,
State and Zip Code
Part
II - Rules 12b-25(b) and (c)
If the subject report could not be
filed without unreasonable effort or expense and the registrant seeks relief
pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
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(a) The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or
expense;
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(b) The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q,
or subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due
date; and
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(c) The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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Part
III - Narrative
State below in reasonable detail the
reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition
report or portion thereof, could not be filed within the prescribed
period.
The
Registrant’s Annual Report on Form 20-F could not be filed within the prescribed
time period because preparation of the financial statements was delayed while
the Registrant sought to negotiate waivers of certain technical defaults on
certain of its loan agreements. As a result of the industry-wide
decline in the value of vessels, the ratio of the Registrant’s vessel total
value adjusted equity to total value adjusted assets was 28.5% at December 31,
2008, lower than the 30% ratio required under certain of the loan
agreements. The Registrant may also be in technical default of other
covenants contained in the Registrant’s loan agreements. These constitute
potential events of default and could result in the lenders requiring immediate
repayment of the loans. The Registrant has received preliminary
agreements from its lenders to waive the total value adjusted equity to total
value adjusted assets ratio default. Accordingly, management does not
expect that the lenders will demand payment of the loans before their
maturity. The Registrant may seek relief from other covenants in the
future, subject to further modifications of the terms of the
loans. Notwithstanding the waivers, the Registrant plans to classify
all or a portion of the related debt as current. In addition, the Registrant may
seek to raise additional liquidity from other strategic
alternatives.
The
Registrant expects that its independent registered public accounting firm will
issue its opinion on the Registrant’s financial statements with an explanatory
paragraph that expresses doubt about the Registrant’s ability to continue as a
going concern. The Registrant’s financial statements, when completed, will
not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of its potential inability to
continue as a going concern.
Part
IV - Other Information
(1) Name and telephone
number of person to contract in regard to this notification.
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Anthony
Dalzell
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(401)
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410-1203
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2) Have all other periodic
reports required under section 13 or 15(d) of the Securities Exchange Act of
1934 or section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify
report(s).
x
Yes
o
No
(3) Is it anticipated that
any significant change in results of operations from the corresponding period
for the last fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
o
Yes
x
No
If so: attach an explanation
of the anticipated change, both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable estimate of the results cannot
be made.
B + H Ocean Carriers
Ltd.
(Name
of Registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
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Date
June 30,
2009
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By:
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/s/
Anthony
Dalzell
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Anthony
Dalzell
Chief
Financial Officer
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(Name of
Registrant as specified in charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto
duly authorized.
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