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-99.3 — Form of Letter to Clients
| EX-99.3 | 1st Page of 2 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
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EXHIBIT 99.3
ULTRAPETROL (BAHAMAS) LIMITED
OFFER TO EXCHANGE ITS OUTSTANDING 9% FIRST PREFERRED
SHIP MORGTAGE NOTES DUE 2014,
FOR 9% FIRST PREFERRED SHIP MORGTAGE NOTES DUE 2014, WHICH HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
[__________, 2005]
To Our Clients:
Enclosed for your consideration is a prospectus dated [________, 2005]
(the "Prospectus"), and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Ultrapetrol
(Bahamas) Limited, a Bahamas corporation (the "Company"), to exchange its 9%
First Preferred Ship Mortgage Notes due 2014, which have been registered under
the Securities Act of 1933, as amended (the "Exchange Notes"), for any or all of
its outstanding 9% First Preferred Ship Mortgage Notes due 2014 (the
"Outstanding Notes") previously issued on November 24, 2004, upon the terms and
subject to the conditions described in the Prospectus and the Letter of
Transmittal.
This material is being forwarded to you as the beneficial owner of
Outstanding Notes in which we hold a securities position for your account. A
tender of such Outstanding Notes may only be made by us as the holder of the
securities position in such Outstanding Notes and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender
on your behalf the Outstanding Notes in which he hold a securities position for
your account, pursuant to the terms and conditions set forth in the enclosed
Prospectus and Letter of Transmittal.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Outstanding Notes.
2. The Exchange Offer is subject to the conditions set forth in the
Prospectus in the section under the heading "The Exchange Offer - Conditions to
the Exchange Offer."
3. Any transfer taxes incident to the transfer of Outstanding Notes from
the holder to the Company will be paid by the Company, except as otherwise
provided in the Instructions in the Letter of Transmittal.
4. The Exchange Offer expires at 5:00 p.m., New York City time, on
[_____________, 2005], unless extended by the Company.
If you wish to have us tender any or all of your Outstanding Notes, please
so instruct us by completing and returning to us the instruction form attached
hereto. Forward your instructions to us in ample time to permit us to submit a
tender on your behalf by the expiration date of the Exchange Offer. The Letter
of Transmittal is furnished to you for information only and may not be used
directly by you to tender Outstanding Notes.
None of the Outstanding Notes in which we hold a securities position for
your account will be tendered unless we receive written instructions from you to
do so. If you authorize a tender of your Outstanding Notes, we will tender the
entire principal amount of Outstanding Notes held for your account unless you
otherwise specify in the instruction form.
The Company is not making this Exchange Offer to, nor will it accept
tenders from or on behalf of, holders of the Outstanding Notes in any
jurisdiction in which the making of this Exchange Offer or acceptance of tenders
would not be in compliance with the laws of such jurisdiction or would otherwise
not be in compliance with any provision of any applicable security law.
Page 1
ULTRAPETROL (BAHAMAS) LIMITED
INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Ultrapetrol
(Bahamas) Limited with respect to its Outstanding Notes.
This will instruct you to tender the principal amount of Outstanding Notes
indicated below which you hold for the account of the undersigned, upon and
subject to the terms and conditions set forth in the Prospectus and the related
Letter of Transmittal. I understand that my signature below is the equivalent of
my executing and delivering to Ultrapetrol (Bahamas) Limited the Letter of
Transmittal, and thus I agree to be bound by all the terms of the Letter of
Transmittal and make all the representations and warranties of a tendering
holder set forth in it.
The aggregate principal amount of Outstanding Notes held by you for the
account of the undersigned is (fill in amounts, as applicable):
$ of 9% First Preferred Ship Mortgage Notes due 2014.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] to TENDER $ of Outstanding Notes held by you for the account of the
undersigned (insert principal amount of Outstanding Notes to be
tendered, if any);
[ ] NOT to TENDER any Outstanding Notes held by you for the account of
the undersigned.
If the undersigned instructs you to tender Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations that (i) the
Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the
ordinary course of business of the person receiving the Exchange Notes, whether
or not such person is the undersigned, (ii) neither the undersigned nor any such
other person is participating in, intends to participate in or has an
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act) of Outstanding Notes or Exchange
Notes, (iii) neither the undersigned nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company,
and (iv) neither the undersigned nor any such other person is acting on behalf
of any person who could not truthfully make the foregoing representations and
warranties. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Outstanding Notes, it represents that
the Outstanding Notes to be exchanged for the Exchange Notes were acquired by it
as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes; however, by
so acknowledging and by delivering a prospectus meeting the requirements of the
Securities Act, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
SIGN HERE
Dated:__________________________________
Signature(s):_______________________________________________________________
Print name(s) here:_________________________________________________________
Print Address(es):__________________________________________________________
Area Code and Telephone Number(s):__________________________________________
Tax Identification or Social Security Number(s):____________________________
Page 2
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘F-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 1/24/05 |
| | 11/24/04 | | 1 | | | | | 6-K |
| List all Filings |
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