-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FO05m/5nSjsdocmdnBmYsPhnvmadPf7u5SWRArTRMDYu5QODMtF0Ocexj2jfyAkg I9bg8yJQEwKAZqblDoMvrg== 0000919574-08-008538.txt : 20081118 0000919574-08-008538.hdr.sgml : 20081118 20081118153033 ACCESSION NUMBER: 0000919574-08-008538 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081118 DATE AS OF CHANGE: 20081118 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Economou George CENTRAL INDEX KEY: 0001308557 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 302108090515 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVUNUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DryShips Inc. CENTRAL INDEX KEY: 0001308858 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81450 FILM NUMBER: 081198262 BUSINESS ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 BUSINESS PHONE: 011-30-210-809-0570 MAIL ADDRESS: STREET 1: 80 KIFISSIAS AVENUE CITY: AMAROUSSION STATE: J3 ZIP: 15125 SC 13D/A 1 d874283a_13d-a.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) DryShips Inc. ----------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 ----------------------------------------------------------------------------- (Title of Class of Securities) Y2109Q101 ----------------------------------------------------------------------------- (CUSIP Number) George Economou 80 Kifissias Avenue Amaroussion 15125 Athens, Greece 011 30-210-8090570 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 6, 2008 ----------------------------------------------------------------------------- (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 [ ]. CUSIP No. Y2109Q101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) George Economou 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC, OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 8. SHARED VOTING POWER 13,163,089* 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 13,163,089* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 13,163,089* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [-] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 25.6% 12. TYPE OF REPORTING PERSON IN - -------------- * Mr. Economou may be deemed to beneficially own 10,944,910 of these shares through Elios Investments Inc., which is a wholly-owned subsidiary of the Entrepreneurial Spirit Foundation, a Lichtenstein foundation, the beneficiaries of which are Mr. Economou and members of his family. Mr. Economou may be deemed to beneficially own 1,000,000 of these shares through Fabiana Services S.A., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 963,667 of these shares through Sphinx Investment Corp., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 254,512 of these shares through Goodwill Shipping Company Limited, a Malta corporation, of which Mr. Economou is the controlling person. CUSIP No. Y2109Q101 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Elios Investments Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 8. SHARED VOTING POWER 10,944,910 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 10,944,910 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 10,944,910 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [-] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 21.3% 14. TYPE OF REPORTING PERSON CO CUSIP No. Y2109Q101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Fabiana Services S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 8. SHARED VOTING POWER 1,000,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 1,000,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 1,000,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [-] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.9% 14. TYPE OF REPORTING PERSON CO CUSIP No. Y2109Q101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Sphinx Investment Corp. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 8. SHARED VOTING POWER 963,667 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 963,667 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 963,667 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [-] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 1.9% 12. TYPE OF REPORTING PERSON CO CUSIP No. Y2109Q101 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Goodwill Shipping Company Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3. SEC USE ONLY 4. SOURCE OF FUNDS OO 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Malta NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 254,512 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 254,512 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON* 254,512 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [-] 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.50% 12. TYPE OF REPORTING PERSON CO CUSIP No. Y2109Q101 The purpose of this Amendment No. 2 to Schedule 13D is to report the entry into a lock up agreement by Mr. George Economou with Cantor Fitzgerald & Co., dated November 6, 2008, in connection with the offer and sale of up to 25 million common shares, par value $0.01 per share, of DryShips Inc. (the "Issuer") from time to time through Cantor Fitzgerald & Co. as agent for the sale of the common shares. - ----------------------------------------------------------------------------- Item 1. Security and Issuer. NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008. - ----------------------------------------------------------------------------- Item 2. Identity and Background. NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008. - ---------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008. - ----------------------------------------------------------------------------- Item 4. Purpose of Transaction. NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008. - ----------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. NO MATERIAL CHANGE FROM THE SCHEDULE 13D/A FILED ON APRIL 18, 2008. - ----------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The share pledges by each of Elios Investments Inc. and Sphinx Investment Corp. relating to the Issuer's common stock referred to in the Schedule 13D/A filed on April 18, 2008 have been released. On November 6, 2008, Mr. George Economou entered into a lock up agreement with Cantor Fitzgerald & Co. in connection with the offer and sale of up to 25 million common shares, par value $0.01 per share, of the Issuer from time to time through Cantor Fitzgerald & Co. as agent for the sale of the common shares (the "Offering"). The lock up agreement expires on the earlier of (i) 180 days after the date of the agreement and (ii) 90 days after the completion or termination of the Offering. - ----------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Agreement between the Reporting Persons to file jointly Exhibit B: Schedule of Transactions in the Shares. - ----------------------------------------------------------------------------- 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. November 18, 2008 ---------------------------------------- (Date) ELIOS INVESTMENTS INC.* BY: /s/ Dr. Renato Cefai ----------------------------------- Name: Dr. Renato Cefai Title: Sole Director /s/ George Economou ----------------------------------- George Economou* FABIANA SERVICES S.A.* BY: /s/ Andri Papadopoulou ----------------------------------- Name: Andri Papadopoulou Title: Sole Director GOODWILL SHIPPING COMPANY LIMITED* BY: MARE SERVICES LTD. BY: /s/ Joseph Cefai ----------------------------------- Name: Joseph Cefai Title: Director SPHINX INVESTMENT CORP.* BY: MARE SERVICES LTD. BY: /s/ Joseph Cefai ----------------------------------- Name: Joseph Cefai Title: Director * The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated November 18, 2008 relating to the common stock of DryShips Inc. shall be filed on behalf of the undersigned. ELIOS INVESTMENTS INC. BY: /s/ Dr. Renato Cefai - --------------------------- Name: Dr. Renato Cefai Title: Sole Director /s/ George Economou - --------------------------- George Economou FABIANA SERVICES S.A.* BY: /s/ Andri Papadopoulou - --------------------------- Name: Andri Papadopoulou Title: Sole Director GOODWILL SHIPPING COMPANY LIMITED* BY: MARE SERVICES LTD. BY: /s/ Joseph Cefai --------------------------- Name: Joseph Cefai Title: Director SPHINX INVESTMENT CORP.* BY: MARE SERVICES LTD. BY: /s/ Joseph Cefai --------------------------- Name: Joseph Cefai Title: Director November 18, 2008 Exhibit B Transactions in the Shares -------------------------- Number of Shares Date of Transaction Purchase/(SOLD) Price of Shares N/A SK 23113 0002 874283 v9 -----END PRIVACY-ENHANCED MESSAGE-----