SECURITIES
AND
EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(a)
|
Aries
Maritime Transport Limited
|
(Name
of Issuer)
|
Common
Stock, par value $0.01
|
(Title
of Class of Securities)
Rocket
Marine Inc.
18, Zerva
Nap. Str. Glyfada,
166 75
Athens, Greece,
Attention:
Gabriel Petridis
+ 30 210
898 3787
copy
to
Seward
& Kissel LLP
Attention:
Gary J. Wolfe, Esq.
One
Battery Park Plaza
New York,
New York, 10004
(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 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 § 240.13d-7 for other parties to
whom copies are to be sent.
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. G0474B105
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S
Identification No. of Above Persons (Entities Only)
Aries
Energy Corporation
|
|
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 ITEM 2(d)
OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of the Marshall Islands
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
(1)
|
|
8
|
SHARED
VOTING POWER
0
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
17,563,544
(1) (2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,563,544 (1)
(2)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
(1)
Rocket Marine Inc. (“Rocket Marine”), a Marshall Islands corporation, is a
wholly-owned indirect subsidiary of Aries Energy Corporation (“Aries Energy”),
which is also a Marshall Islands corporation. As of October 13, 2009,
the 17,563,544 shares owned by Rocket Marine (the “Rocket Marine Shares”) are
subject to a voting agreement, dated as of September 16, 2009, described below
and attached to this Schedule 13D as Exhibit B (the “Voting Agreement”) by and
among the Reporting Persons (as defined below) and Grandunion, Inc., a Marshall
Islands corporation (“Grandunion”). Pursuant to the Voting Agreement, the
controlling persons of Rocket Marine have agreed to cause Rocket Marine to vote
the Rocket Marine Shares in accordance with instructions from Grandunion on all
matters to be considered and voted upon by the shareholders of Aries Marine
Transport Limited (the “Issuer”). The Voting Agreement will remain in effect for
so long as any Reporting Person owns any of the Rocket Marine Shares. Each of
the Reporting Persons disclaim beneficial ownership of the Rocket Marine Shares
except to the extent of their pecuniary interest therein.
(2)
These
shares are subject to a lock-up agreement as described below (see Item
6).
|
CUSIP
No. G0474B105
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S
Identification No. of Above Persons (Entities Only)
Rocket
Marine Inc.
|
|
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 ITEM 2(d)
OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Republic
of the Marshall Islands
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
(1)
|
|
8
|
SHARED
VOTING POWER
0
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
17,563,544
(1) (2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,563,544
(1) (2)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
|
|
14
|
TYPE
OF REPORTING PERSON
CO
|
|
CUSIP
No. G0474B105
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S
Identification No. of Above Persons (Entities Only)
Mons
S. Bolin
|
|
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 ITEM 2(d)
OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Sweden
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
(1)
|
|
8
|
SHARED
VOTING POWER
0
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
17,563,544
(1) (2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,563,544
(1) (2)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
|
CUSIP
No. G0474B105
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S
Identification No. of Above Persons (Entities Only)
Captain
Gabriel Petridis
|
|
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 ITEM 2(d)
OR 2(e)
|
[ ]
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Greece
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
0
(1)
|
|
8
|
SHARED
VOTING POWER
0
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
17,563,544
(1) (2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,563,544
(1) (2)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
[ ]
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
|
|
14
|
TYPE
OF REPORTING PERSON
IN
|
Explanatory
Note:
The Reporting Persons
(defined below) previously filed a Schedule 13G pursuant to Rule
13d-1(d). Because the Reporting Persons have acquired beneficial
ownership of more than 2 percent of the securities of the Issuer during the
preceding 12 months, the Reporting Persons are filing this Schedule 13D pursuant
to Section 13(d) under the Securities and Exchange Act of 1934, as amended (the
“Act”) and Rule 13d-1(a) promulgated thereunder.
Item
1. Security and Issuer.
This Schedule 13D relates
to the common stock, $0.01 par value (“Common Stock”) of Aries Maritime
Transport Limited, a Bermuda company incorporated in January 2005 (the
“Issuer”). The principal executive office of the Issuer is 18 Zerva Nap.,
Glyfada, Athens 166 75, Greece.
Item
2. Identity and Background.
(a)
This Schedule 13D is being filed on behalf of Aries Energy Corporation (“Aries
Energy”), Rocket Marine Inc. (“Rocket Marine”), Captain Gabriel Petridis,
individually, and as the holder of 50% of the outstanding shares of capital
stock of Aries Energy (“Petridis”) and Mons S. Bolin, individually, and as the
holder of 50% of the outstanding shares of capital stock of Aries Energy
(“Bolin”) (each a “Reporting Person,” and collectively the “Reporting
Persons”).
(b)
The principal business address for each of the Reporting Persons is 18, Zerva
Nap. Str. Glyfada, 166 75 Athens, Greece.
(c)
Aries Energy is a holding company for various other companies,
including Rocket Marine, involved mainly in the business of ship owning and ship
operations. Rocket Marine is a Marshall Islands corporation whose
sole assets consist of shares of the Issuer. Bolin and Petridis are each a
director and partner of Aries Energy. The principal business of Aries Energy has
been described in this paragraph (c), and the address has been stated in
paragraph (b) above.
(d)
-
(e)
During the past five years, none of the Reporting Persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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 a finding of any violation with respect to such
laws.
(f)
Aries Energy and Rocket Marine are Marshall Islands corporations; Bolin is a
citizen of Sweden and Petridis is a citizen of Greece.
Item
3. Source and Amount of Funds or Other
Consideration.
Pursuant to the Securities
Purchase Agreement, dated as of September 16, 2009 (the “Purchase Agreement”),
by and between the Issuer and Grandunion Inc. (“Grandunion”), the Issuer and
Grandunion completed the transactions contemplated by the Purchase Agreement on
October 13, 2009 (the “Closing Date”), with such time of completion hereby
deemed the “Closing.” The Purchase Agreement is filed hereto as
Exhibit A and is incorporated herein by reference.
On the Closing Date the
Issuer issued 18,977,778 shares of Common Stock, of which 16,311,111 shares were
issued to Grandunion (the “Purchased Shares”) and 2,666,667 were transferred to
Rocket Marine (the “Transferred Shares”). As consideration for the Purchased
Shares, Grandunion contributed to the Issuer 100% of the capital stock of three
companies, each owning a capesize vessel. As consideration for the
Transferred Shares, the Reporting Persons have entered into a voting agreement
with Grandunion, dated as of September 16, 2009, and effective as of the Closing
(the “Voting Agreement”), attached hereto as Exhibit B and incorporated herein
by reference. Pursuant to the Voting Agreement, the controlling persons of
Rocket Marine have agreed to cause Rocket Marine to vote the 17,563,544 shares
of Common Stock of the Issuer owned by Rocket Marine (the “Rocket Marine
Shares”) in accordance with instructions from Grandunion on all matters to be
considered and voted upon by the shareholders of the Issuer. The Voting
Agreement will remain in effect for so long as any of the Reporting Persons own
any of the Rocket Marine Shares.
Item
4. Purpose of Transaction.
The purpose of the
transaction is for Grandunion to obtain a controlling stake in the Company, and
to provide additional revenue producing assets and additional capital to the
Issuer.
Pursuant to the Purchase
Agreement, as of the Closing, Jeffrey Owen Parry has resigned as President of
the Issuer and Michael Zolotas, the executive director, president and a co-owner
of Grandunion was appointed President, Nicholas Fistes, a co-owner of
Grandunion, has been appointed Chairman of the Board of Directors of the Issuer
and Allan Shaw has been appointed as the Issuer’s Chief Financial
Officer. Prior to the Closing, the Issuer had obtained resignations
from the incumbent members of its Board of Directors and increased the size of
its Board of Directors from five members to seven. As of the Closing,
the Board of Directors consists of: Nicholas Fistes, Michael Zolotas, Allan
Shaw, Masaaki Kosaka, Spyros Gianniotis, Apostolos Tsitsirakis and Panagiotis
Skiadas.
Except as otherwise set
forth in this Schedule 13D, the Reporting Persons have no current or proposed
plans relating to or which could result in:
(a) The acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer;
(b) An extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of
a material amount of assets of the Issuer or any of its
subsidiaries;
(d) Any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number of term of directors or to fill any existing
vacancies on the board;
(e) Any material change in
the present capitalization or dividend policy of the Issuer;
(f) Any other material
change in the Issuer’s business or corporate structure including but not limited
to, if the Issuer is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of
1940;
(g) Changes in the
Issuer’s charter, bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any
person;
(h) Causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of Title I of the Securities Exchange Act of 1934;
or
(j) Any action similar to
any of those enumerated above.
Item
5. Interest in Securities of the Issuer.
(a)
and (b)
The Reporting Persons beneficially own
Common Shares of the Issuer as follows:
|
Name
|
Shares of Common
Stock beneficially
owned
(2)
|
Sole or Shared
Voting Power
(2)
|
Sole or Shared
Dispositive
Power
(2)
(3)
|
% of Total
Outstanding
Common Stock
(1)
|
|
|
|
|
|
|
|
Aries
Energy
|
17,563,544
|
None
|
Shared
|
36.6%
|
|
|
|
|
|
|
|
Rocket
Marine
|
17,563,544
|
None
|
Shared
|
36.6%
|
|
|
|
|
|
|
|
Bolin
|
17,563,544
|
None
|
Shared
|
36.6%
|
|
|
|
|
|
|
|
Petridis
|
17,563,544
|
None
|
Shared
|
36.6%
|
(1) The
calculation of the percentage is based on 48,027,155 shares of Common Stock of
the Issuer issued and outstanding as of the Closing
Date.
(2) Rocket
Marine, is a wholly-owned indirect subsidiary of Aries Energy. As of the
Closing, the 17,563,544 shares owned by Rocket Marine (the “Rocket Marine
Shares”) are subject to the Voting Agreement as described in Item 3 above, and
attached hereto as Exhibit B. Pursuant to the Voting Agreement, the controlling
persons of Rocket Marine have agreed to cause Rocket Marine to vote the Rocket
Marine Shares in accordance with instructions from Grandunion on all matters to
be considered and voted upon by the shareholders of the Issuer. The Voting
Agreement will remain in effect for so long as any Reporting Person owns any of
the Rocket Marine Shares. Each of the Reporting Persons disclaim beneficial
ownership of the Rocket Marine Shares
except
to the extent of their pecuniary interest therein.
(3)
These
shares are subject to a lock-up agreement as described below and attached hereto
as Exhibit C.
(c)
No
Reporting Person has effected any transactions with respect to the Common Stock
in the past 60 days, other than the transactions reported
herein.
(d)
No
person (other than the Reporting Persons) is known to have the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Shares.
(e)
Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Voting
Agreement
See
Item 3 and Exhibit B, incorporated herein by reference.
Lock-Up
Agreements
Pursuant
to Section 6.1 of the Purchase Agreement, the Reporting Persons have entered
into (i) the “Existing Shares Lock Up Agreement” and (ii) the “Transferred
Shares Lock Up Agreement.” Pursuant to Section 6.2 of the Purchase Agreement,
Grandunion has entered into the “Grandunion Lock Up
Agreement.”
Under
the Existing Shares Lock Up Agreement, dated September 16, 2009, by and among
the Reporting Persons and Grandunion, effective as of the Closing, the parties
agreed not to transfer or dispose of any shares of Common Stock, or any other
security of the Issuer that is convertible into, or exercisable or exchangeable
for shares of Common Stock or other equity securities of the Issuer or that
holds the right to acquire any shares of Common Stock or other equity securities
of the Issuer, that is beneficially owned by any of the Reporting Persons prior
to the consummation of the transactions contemplated by the Purchase Agreement,
without the prior written consent of the Issuer, until December 31, 2011. The
Existing Shares Lock Up Agreement is filed hereto as Exhibit D and incorporated
herein by reference.
Under
the Transferred Shares Lock Up Agreement, by and among the Reporting Persons and
Grandunion, effective as of the Closing, the parties agreed not to transfer or
dispose of any of the Transferred Shares, without the prior written consent of
the Issuer, until December 31, 2011. The Transferred Shares Lock Up Agreement is
filed hereto as Exhibit C and incorporated herein by
reference.
Under
the Grandunion Lock Up Agreement, dated September 16, 2009, by and between the
Issuer and Grandunion, effective as of the Closing, Grandunion agreed
not to transfer or dispose of the Purchased Shares, without the prior written
consent of the Issuer, until December 31, 2011. The Grandunion Lock Up Agreement
is filed hereto as Exhibit E and incorporated herein by
reference.
Each
of the Transferred Shares Lock Up Agreement, The Existing Shares Lock Up
Agreement and the Grandunion Lock Up Agreement contains certain exceptions
relating to pledging shares of Common Stock.
Other
than the relationships mentioned above, to the knowledge of the Reporting
Persons, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons and any person with respect
to any securities of the Issuer, including, but not limited to, transfer or
voting of any other securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, divisions of profits or
loss, or the giving or withholding of proxies.
Item
7. Material to be Filed as Exhibits.
|
Exhibit
A:
|
Securities
Purchase Agreement, dated as of September 16, 2009, by and among the
Issuer and Grandunion.*
|
|
Exhibit
B:
|
Voting
Agreement, dated as September 16, 2009, by and among the Reporting Persons
and Grandunion*
|
|
Exhibit
C:
|
Transferred
Shares Lock Up Agreement, dated September 16, 2009, by and among Reporting
Persons and Grandunion*
|
|
Exhibit
D:
|
Existing
Shares Lock Up Agreement, dated September 16, 2009, by and among the
Reporting Persons and Grandunion*
|
|
Exhibit
E:
|
Grandunion
Lock Up Agreement, dated September 16, 2009, by and between the Issuer and
Grandunion*
|
|
Exhibit
F:
|
Agreement
between the Reporting Persons to file
jointly
|
____________________________________________________________________________
*Incorporated
by reference to the Schedule 13D filed with the Commission under the Issuer’s
filings on September 28, 2009.
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.
October
16, 2009
ARIES
ENERGY CORPORATION*
By:
/s/
Mons S. Bolin
Name:
Mons S. Bolin
Title:
Director
ROCKET
MARINE INC.*
By:
/s/Captain
Gabriel Petridis
Name:
Captain Gabriel Petridis
Title:
Director
/s/Mons
S. Bolin
Mons S.
Bolin*
/s/
Captain Gabriel Petridis
Captain
Gabriel Petridis*
* The
Reporting Persons disclaim beneficial ownership except to the extent of their
pecuniary interest therein.
Exhibit
F
Joint
Filing Agreement
The
undersigned agree that this Schedule 13D, dated October 16, 2009, relating to
the common stock of Aries Maritime Transport Limited shall be filed on behalf of
the undersigned.
ARIES
ENERGY CORPORATION
By:
/s/
Mons S. Bolin
Name:
Mons S. Bolin
Title:
Director
ROCKET
MARINE INC.
By:
/s/Captain
Gabriel Petridis
Name:
Captain Gabriel Petridis
Title:
Director
/s/Mons
S. Bolin
Mons S.
Bolin
/s/
Captain Gabriel Petridis
Captain
Gabriel Petridis
SK 23248
0004 1033154 v2
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