Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction — Form F-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: F-4 Ultrapetrol (Bahamas) Ltd. HTML 3.04M
2: EX-3.1 Articles of Incorporation & By-Laws of Ultrapetrol 33 165K
Ltd.
11: EX-3.10 Memo of Association & Articles of Association of 11 58K
Kingly Shipping Ltd.
12: EX-3.11 Memo of Association & Articles of Association of 10 56K
Majestic Maritime Ltd.
13: EX-3.12 Articles of Incorporation & By-Laws of Massena 16 57K
Port S.A.
14: EX-3.13 Memo and Article of Association of Monarch 11 57K
Shipping Ltd.
15: EX-3.14 Memo and Article of Association of Noble Shipping 11 58K
Ltd.
16: EX-3.15 Articles of Inc. & By-Laws of Oceanpar S.A. 22 87K
17: EX-3.16 Articles of Inc. & By-Laws of Oceanview Maritime 21 61K
Inc.
18: EX-3.17 Articles of Inc. & By-Laws of Parfina S.A. 14 61K
19: EX-3.18 Articles of Inc. & By-Laws of Parkwood Commercial 19 61K
Corp.
20: EX-3.19 Articles of Inc. & By-Laws of Princely Int'L. 29 80K
Finance Corp.
3: EX-3.2 Articles of Incorporation & By-Laws of Baldwin 29 75K
Maritime Inc.
21: EX-3.20 Memo and Article of Association of Regal Int'L. 26 72K
Investments S.A.
22: EX-3.21 Articles of Inc. & By-Laws of Riverview Commercial 17 60K
Corp.
23: EX-3.22 Memo and Article of Association of Sovereign 11 57K
Maritime Ltd.
24: EX-3.23 Articles of Inc. & By-Laws of Stanmore Shipping 18 60K
Inc.
25: EX-3.24 Articles of Inc. & By-Laws of Tipton Marine Inc. 22 62K
26: EX-3.25 Articles of Inc. & By-Laws of Ultrapetrol Int'L. 19 57K
S.A.
27: EX-3.26 Articles of Inc. & By-Laws of Ultrapetrol S.A. 26 120K
28: EX-3.27 Memo and Article of Association of Up Offshore 24 95K
Ltd. Ltd.
4: EX-3.3 Articles of Incorporation & By-Laws of Bayham 18 61K
Investments S.A.
5: EX-3.4 Articles of Incorporation & By-Laws of Cavalier 18 60K
Shipping Inc.
6: EX-3.5 Articles of Incorporation & By-Laws of De 5 33K
Navegacion Mundial Inc.
7: EX-3.6 Articles of Incorporation & By-Laws of Danube 16 60K
Maritime Inc.
8: EX-3.7 Articles of Incorporation & By-Laws of General 15 66K
Venture Inc.
9: EX-3.8 Articles of Incorporation & By-Laws of Imperial 19 67K
Maritime Ltd.
10: EX-3.9 Articles of Incorporation & By-Laws of Kattegat 12 47K
Shipping Inc.
29: EX-4.2 Registration Rights Agreement 23 106K
30: EX-4.3 Indenture 155 664K
31: EX-5.1 Form of Opinion of Seward & Kissel LLP 4 29K
32: EX-5.2 Form of Opinion of Perez, Alati Etal. 2 27K
33: EX-5.3 Form of Opinion of Higgs & Johnson 4 28K
34: EX-5.4 Form of Opinion of Barros & Errazuriz Abogados 3 28K
Ltd.
35: EX-5.5 Form of Opinion of Seward & Kissel LLP 2 26K
36: EX-5.6 Form of Opinion of Palacios, Prono & Talavera 3 27K
37: EX-5.7 Form of Opinion of Tapia, Linares Y Alfaro 3 28K
38: EX-5.8 Form of Opinion of Ramela & Regules Rucker, 3 28K
Abogados
39: EX-8.1 Form of Opinion of Seward & Kissel LLP 2± 24K
40: EX-10.2 Form of Insurance Assignment 12 47K
41: EX-10.3 Form of Earnings Assignment 10 44K
42: EX-10.4 Escrow Agreement 24 95K
43: EX-12.1 Computation of Ratio or Earnings to Fixed Charges 2± 27K
44: EX-21.1 List of Subsidiaries 4 32K
45: EX-23.1 Consent of Independent Accounting Firm 2 23K
46: EX-23.2 Consent of Doll Shipping Consultancy 1 23K
47: EX-25.1 Statement of Eligibility 47 111K
48: EX-99.1 Form of Letter of Transmittal 16 76K
49: EX-99.2 Form of Letter to Securities Brokers Etal. 2± 25K
50: EX-99.3 Form of Letter to Clients 2 29K
51: EX-99.4 Form of Notice of Guaranteed Delivery 4 31K
EX-99.4 — Form of Notice of Guaranteed Delivery
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EXHIBIT 99.4
NOTICE OF GUARANTEED DELIVERY
for
9% FIRST PREFERRED SHIP MORTGAGE NOTES DUE 2014
of
ULTRAPETROL (BAHAMAS) LIMITED
As set forth in the Prospectus dated [________, 2005] (the "Prospectus")
of Ultrapetrol (Bahamas) Limited (the "Company") and in the accompanying Letter
of Transmittal and instructions thereto (the "Letter of Transmittal"), this form
or one substantially equivalent hereto is to be used to accept the Company's
offer (the "Exchange Offer") to exchange up to $180,000,000 of its outstanding
9% First Preferred Ship Mortgage Notes due 2014 (the "Outstanding Notes") for
its 9% First Preferred Ship Mortgage Notes due 2014, which have been registered
under the Securities Act of 1933, as amended (the "Exchange Notes"), if
certificates for the Outstanding Notes are not immediately available or if the
Outstanding Notes, the Letter of Transmittal or any other documents required
thereby cannot be delivered to the Exchange Agent, or the procedure for
book-entry transfer cannot be completed, prior to 5:00 P.M., New York City time,
on [________, 2005], unless extended (the "Expiration Date"). This form may be
delivered by an Eligible Institution by hand, overnight courier or mail to the
Exchange Agent as set forth below. Capitalized terms used but not defined herein
have the meaning given to them in the Prospectus.
--------------------------------------------------------------------------------
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE. TENDERS OF OUTSTANDING NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR
TO THE EXPIRATION OF THE EXCHANGE OFFER.
--------------------------------------------------------------------------------
By Mail, Hand or Overnight Delivery: Manufacturers and Traders Trust Company
25 South Charles Street, 16th Floor
Baltimore, MD 21201
Attn: Corporate Trust Administration
Facsimile (for eligible institutions
only): Fax: (410) 244-4236
confirm facsimile by telephone ONLY: Ph: (410) 949-3167
Delivery of this instrument to an address, or transmission of instruction
via facsimile, other than as set forth above, does not constitute a valid
delivery.
This form is not to be used to guarantee signatures. The signature on the
Letter of Transmittal to be used to deliver Outstanding Notes required to be
guaranteed by an "Eligible Institution" under the instructions thereto, must
appear in the applicable space provided in the Letter of Transmittal.
Page 1
Ladies and Gentlemen:
The undersigned hereby tenders to the Exchange Agent, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, receipt of which is hereby acknowledged, Outstanding Notes pursuant
to the guaranteed delivery procedures set forth in Instruction 1 of the Letter
of Transmittal.
The undersigned understands that tenders of Outstanding Notes will be
accepted only in principal amounts equal to $1,000 or integral multiples
thereof. The undersigned understands that tenders of Outstanding Notes under the
Exchange Offer may not be withdrawn after 5:00 p.m., New York City time, on the
last business day prior to the Expiration Date. Tenders of Outstanding Notes may
also be withdrawn if the Exchange Offer is terminated without any such
Outstanding Notes being purchased thereunder or as otherwise provided in the
Prospectus.
All authority thereto conferred or agreed to be conferred by Notice of
Guaranteed Delivery shall survive the death, incapacity or dissolution of the
undersigned and every obligation of the undersigned under this Notice of
Guaranteed Delivery shall be binding upon the heirs, personal representatives,
executors, administrators, successors, assigns, trustees in bankruptcy and other
legal representatives of the undersigned.
NOTE: SIGNATURES MUST BE PROVIDED WHERE INDICATED BELOW.
Certificate No(s). for
Outstanding Notes (if available) Name(s) of Holder(s)
__________________________________ ________________________________________
__________________________________ ________________________________________
Please Print or Type
Principal Amount of
Outstanding Notes Address
__________________________________ ________________________________________
________________________________________
Area Code and Telephone No.
________________________________________
Area Code and Telephone No.
Signature(s)
________________________________________
________________________________________
Dated:
________________________________________
Dated:
________________________________________
If Outstanding Notes will be delivered
by book-entry transfer at the Depository
Trust Company, Depository Account
No.
________________________________________
Page 2
This Notice of Guaranteed Delivery must be signed by (i) the registered
Holder(s) of Outstanding Notes exactly as its (their) name(s) appear on
certificates for Outstanding Notes or on a security position listing maintained
by DTC as the owner of Outstanding Notes or (ii) by person(s) authorized to
become registered Holder(s) by endorsements and documents transmitted with this
Notice of Guaranteed Delivery. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer or other person acting in a
fiduciary or representative capacity, such person must provide the following
information:
Please print name(s) and address(es) of person signing above.
Name(s) _____________________________________________________
Capacity: _____________________________________________________
Address(es) _____________________________________________________
_____________________________________________________
Page 3
GUARANTEE
(Not to be used for signature guarantee)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States, or an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange
Act") including without limitation any financial institution that is a
participant in a recognized Signature Guarantee Medallion Program, hereby (a)
represents that the above named person(s) "own(s)" the Outstanding Notes
tendered hereby within the meaning of Rule 14e-4 under the Exchange Act, (b)
represents that such tender of Outstanding Notes complies with Rule 14e-4 under
the Exchange Act and (c) guarantees that delivery to the Exchange Agent of
certificates for the Outstanding Notes tendered hereby, in proper form for
transfer (or confirmation of the book-entry transfer of such Outstanding Notes
into the Exchange Agent's account at the Depository Trust Company, pursuant to
the procedures for book-entry transfer set forth in the Prospectus), with
delivery of a properly completed and duly executed Letter of Transmittal (or
manually signed facsimile thereof), if required, with any required signatures
and any other required documents, will be received by the Exchange Agent at one
of its addresses set forth above on or prior to the Expiration Date.
The undersigned acknowledges that it must deliver the Letter of
Transmittal and Outstanding Notes tendered hereby to the Exchange Agent within
the time period set forth therein and that failure to do so could result in
financial loss to the undersigned.
Name of Firm: ______________________ ________________________________________
Authorized Signature
Address: __________________________
City/State: _______________________
Zip Code: __________________________ Name: __________________________________
Please Print or Type
Area Code and Telephone No. Title: _________________________________
____________________________________ Dated: _______________________, 2005
Dated: ____________________, 2005
NOTE: DONOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE
SENT WITH YOUR LETTER OF TRANSMITTAL SO THAT THEY ARE RECEIVED BY THE
EXCHANGE AGENT WITHIN THREE NEW YORK STOCK EXCHANGE TRADING DAYS AFTER THE
EXPIRATION DATE.
Page 4
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