-----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, FTVRabNjHq3Af5zkGj5dEXG05KpGayATdpoy2edTRqgT2JShSzXDP4X0lRfoA2Tl 9C81H//vE2q/unx5JHhC/A== 0000950134-05-022204.txt : 20051123 0000950134-05-022204.hdr.sgml : 20051123 20051123165237 ACCESSION NUMBER: 0000950134-05-022204 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20051123 DATE AS OF CHANGE: 20051123 GROUP MEMBERS: G STACY SMITH GROUP MEMBERS: HHMI INVESTMENTS LP GROUP MEMBERS: PATRICK P WALKER GROUP MEMBERS: REID S WALKER GROUP MEMBERS: SPRUGOS INVESTMENT XIII LLC GROUP MEMBERS: WALKER SMITH CAPITAL LP GROUP MEMBERS: WALKER SMITH CAPITAL QP LP GROUP MEMBERS: WALKER SMITH INTERNATIONAL FUND LTD GROUP MEMBERS: WS CAPITAL MANAGEMENT LP GROUP MEMBERS: WS OPPORTUNITY FUND INTERNATIONAL LTD GROUP MEMBERS: WS OPPORTUNITY FUND LP GROUP MEMBERS: WS OPPORTUNITY FUND QP LP GROUP MEMBERS: WS VENTURES MANAGEMENT LP GROUP MEMBERS: WSV MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Quintana Maritime LTD CENTRAL INDEX KEY: 0001325098 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81159 FILM NUMBER: 051225399 BUSINESS ADDRESS: STREET 1: PANDORAS 13 & KYPROU STREET CITY: GLYFADA STATE: J3 ZIP: 166 74 BUSINESS PHONE: 011-30-210-898-5056 MAIL ADDRESS: STREET 1: PANDORAS 13 & KYPROU STREET CITY: GLYFADA STATE: J3 ZIP: 166 74 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WS CAPITAL LLC CENTRAL INDEX KEY: 0001123407 IRS NUMBER: 752681594 STATE OF INCORPORATION: TX FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147566055 MAIL ADDRESS: STREET 1: 300 CRESCENT COURT, SUITE 1111 CITY: DALLAS STATE: TX ZIP: 75201 SC 13G 1 d30762sc13g.htm SCHEDULE 13G sc13g
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

QUINTANA MARITIME LIMITED

(Name of Issuer)

Common Stock

(Title of Class of Securities)

Y71696109

(CUSIP Number)

November 15, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

        o Rule 13d-1 (b)

        þ Rule 13d-1 (c)

        o Rule 13d-1 (d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Person Authorized to Receive Notices and Communications:

Mark S. Solomon, Esq.
Andrews Kurth LLP
1717 Main Street, Suite 3700
Dallas, Texas 75201
(214) 659-4400

 

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13G
CUSIP No. Y71696109 Page 2 of 26
  1. Name of Reporting Person:
WS Capital, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,188,355
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,188,355
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,188,355
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
5.0%*
  12.Type of Reporting Person:
HC/OO

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

2

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13G
CUSIP No. Y71696109 Page 3 of 26
  1. Name of Reporting Person:
WS Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,188,355
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,188,355
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,188,355
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
5.0%*
  12.Type of Reporting Person:
IA/PN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

3

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13G
CUSIP No. Y71696109 Page 4 of 26
  1. Name of Reporting Person:
Walker Smith Capital, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
52,500
6. Shared Voting Power:
0
7. Sole Dispositive Power:
52,500
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
52,500
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.2%*
  12.Type of Reporting Person:
PN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

4

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13G
CUSIP No. Y71696109 Page 5 of 26
  1. Name of Reporting Person:
Walker Smith Capital (Q.P.), L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
319,700
6. Shared Voting Power:
0
7. Sole Dispositive Power:
319,700
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
319,700
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.4%*
  12.Type of Reporting Person:
PN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

5

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13G
CUSIP No. Y71696109 Page 6 of 26
  1. Name of Reporting Person:
Walker Smith International Fund, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
455,700
6. Shared Voting Power:
0
7. Sole Dispositive Power:
455,700
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
455,700
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
1.9%*
  12.Type of Reporting Person:
CO

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

6

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13G
CUSIP No. Y71696109 Page 7 of 26
  1. Name of Reporting Person:
HHMI Investments L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
167,055
6. Shared Voting Power:
0
7. Sole Dispositive Power:
167,055
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
167,055
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.7%*
  12.Type of Reporting Person:
PN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

7

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13G
CUSIP No. Y71696109 Page 8 of 26
  1. Name of Reporting Person:
WSV Management, L.L.C.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
193,400
6. Shared Voting Power:
0
7. Sole Dispositive Power:
193,400
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
193,400
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.8%*
  12.Type of Reporting Person:
IA/OO

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

8

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13G
CUSIP No. Y71696109 Page 9 of 26
  1. Name of Reporting Person:
WS Ventures Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
193,400
6. Shared Voting Power:
0
7. Sole Dispositive Power:
193,400
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
193,400
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.8%*
  12.Type of Reporting Person:
HC/PN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

9

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13G
CUSIP No. Y71696109 Page 10 of 26
  1. Name of Reporting Person:
WS Opportunity Fund, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
57,900
6. Shared Voting Power:
0
7. Sole Dispositive Power:
57,900
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
57,900
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.2%*
  12.Type of Reporting Person:
PN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

10

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13G
CUSIP No. Y71696109 Page 11 of 26
  1. Name of Reporting Person:
WS Opportunity Fund (Q.P.), L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
55,700
6. Shared Voting Power:
0
7. Sole Dispositive Power:
55,700
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
55,700
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.2%*
  12.Type of Reporting Person:
PN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

11

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13G
CUSIP No. Y71696109 Page 12 of 26
  1. Name of Reporting Person:
WS Opportunity Fund International, Ltd.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
79,800
6. Shared Voting Power:
0
7. Sole Dispositive Power:
79,800
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
79,800
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.3%*
  12.Type of Reporting Person:
CO

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

12

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13G
CUSIP No. Y71696109 Page 13 of 26
  1. Name of Reporting Person:
Reid S. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,188,355
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,188,355
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,188,355
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
5.0%*
  12.Type of Reporting Person:
HC/IN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

13

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13G
CUSIP No. Y71696109 Page 14 of 26
  1. Name of Reporting Person:
G. Stacy Smith		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
1,188,355
6. Shared Voting Power:
0
7. Sole Dispositive Power:
1,188,355
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,188,355
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
5.0%*
  12.Type of Reporting Person:
HC/IN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

14

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13G
CUSIP No. Y71696109 Page 15 of 26
  1. Name of Reporting Person:
Patrick P. Walker		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
193,400
6. Shared Voting Power:
0
7. Sole Dispositive Power:
193,400
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
193,400
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.8%*
  12.Type of Reporting Person:
HC/IN

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

15

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13G
CUSIP No. Y71696109 Page 16 of 26
  1. Name of Reporting Person:
Sprugos Investment XIII, LLC		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group:
    (a) o  
    (b) þ  
  3. SEC Use Only:
  4. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
5. Sole Voting Power:
167,055
6. Shared Voting Power:
0
7. Sole Dispositive Power:
167,055
8.Shared Dispositive Power:
0
  9.Aggregate Amount Beneficially Owned by Each Reporting Person:
167,055
  10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares:
o
  11.Percent of Class Represented by Amount in Row (9):
0.7%*
  12.Type of Reporting Person:
HC/OO

 
  *  Based on 23,554,617 shares issued and outstanding on October 31, 2005, as reported by the issuer in its Quarterly Report on Form 10-Q for the quarter ended on September 30, 2005.

16

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Item 1(a) Name of Issuer:
Item 1(b) Address of Issuer’s Principal Executive Offices
Item 2(a) Names of Persons Filing
Item 2(b) Address of Principal Business Offices:
Item 2(c) Citizenship:
Item 2(d) Title of Class of Securities:
Item 2(e) CUSIP Number:
Item 3 Status of Persons Filing:
Item 4 Ownership:
Item 5 Ownership of 5% or Less of a Class:
Item 6 Ownership of More than 5% on Behalf of Another Person:
Item 7 Identification and Classification of the Subsidiary Which Acquired            the Security Being Reported on by the Parent Holding Company or            Control Person:
Item 8 Identification and Classification of Members of the Group:
Item 9 Notice of Dissolution of Group:
Item 10 Certification:
SIGNATURE
EXHIBITS
Joint Filing Agreement

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     This Schedule 13G relates to the common stock (“Common Stock”) of Quintana Maritime Limited acquired by (i) WS Capital, L.L.C., a Texas limited liability company (“WS Capital”), for the account of (1) Walker Smith Capital, L.P., a Texas limited partnership (“WSC”), (2) Walker Smith Capital (Q.P.), L.P., a Texas limited partnership (“WSCQP”), (3) Walker Smith International Fund, Ltd., a British Virgin Islands exempted company (“WS International”), and (4) HHMI Investments L.P., a Delaware limited partnership (“HHMI”) and (ii) WSV Management, L.L.C., a Texas limited liability company (“WSV”), for the account of (1) WS Opportunity Fund, L.P., a Texas limited partnership (“WSO”), (2) WS Opportunity Fund (Q.P.), L.P., a Texas limited partnership (“WSOQP”), and (3) WS Opportunity Fund International, Ltd., a Cayman Islands exempted company (“WSO International”). Sprugos Investment XIII LLC, a Delaware limited liability company (“Sprugos”), is the general partner of HHMI. WS Capital is the general partner of WS Capital Management, L.P., a Texas limited partnership (“WSC Management”), which is the general partner of WSC and WSCQP, the agent and attorney-in-fact for WS International and the investment manager, agent and attorney-in-fact for HHMI. WS Capital is a limited partner of HHMI. WSV is the general partner of WS Ventures Management, L.P., a Texas limited partnership (“WSVM”), which is the general partner of WSO and WSOQP and the agent and attorney-in-fact for WSO International. Reid S. Walker and G. Stacy Smith are principals of WS Capital and WSV, and Patrick P. Walker is a principal of WSV. Each of the reporting persons hereby expressly disclaims membership in a “group” under Section 13(d) of the Securities Exchange Act of 1934 and the rules and regulations thereunder with respect to the shares of Common Stock reported herein, and this Schedule 13G shall not be deemed to be an admission that any such reporting person is a member of such a group.
     
Item 1(a)
  Name of Issuer:
 
    
 
  Parallel Petroleum Corp.
     
 
    
Item 1(b)
  Address of Issuer’s Principal Executive Offices:
 
    
 
  Pandoras 13 & Kyprow Street
 
  166 74 Glyfada
 
  Greece
     
 
    
Item 2(a)
  Names of Persons Filing:
 
    
 
  See Item 1 of each cover page.
     
 
    
Item 2(b)
  Address of Principal Business Offices:
 
    
 
  300 Crescent Court, Suite 111
 
  Dallas, Texas 75201
 
    
     
Item 2(c)
  Citizenship:
 
    
 
  See Item 4 of each cover page.
     
 
    
Item 2(d)
  Title of Class of Securities:
 
    
 
  Common Stock, par value $0.01 per share
     
 
    
Item 2(e)
  CUSIP Number:
 
    
 
  Y71696109
 
    
             
Item 3   Status of Persons Filing:
 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

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  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f)   o   An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).
             
Item 4   Ownership:
    (a)   Reid S. Walker and G. Stacy Smith are the beneficial owners of 1,188,355 shares of Common Stock, which includes (i) 994,955 shares beneficially owned by WS Capital and WSC Management for the accounts of WSC, WSCQP and WS International, and (ii) 193,400 shares beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
            
        Patrick P. Walker is the beneficial owner of 193,400 shares of Common Stock beneficially owned by WSV and WSVM for the accounts of WSO, WSOQP and WSO International.
 
            
        WS Capital and WSC Management are the beneficial owners of 994,955 shares of Common Stock, which includes (i) 52,500 shares beneficially owned by WSC, (ii) 319,700 shares of Common Stock beneficially owned by WSCQP, (iii) 455,700 shares beneficially owned by WS International, and (iv) 167,055 shares of Common Stock beneficially owned by HHMI.
 
            
        WSV and WSVM are the beneficial owners of 193,400 shares of Common Stock, which includes (i) 57,900 shares beneficially owned by WSO, (ii) 55,700 shares beneficially owned by WSOQP, and (iii) 79,800 shares beneficially owned by WSO International.
 
            
        Sprugos is the beneficial owner of 167,055 shares of Common Stock beneficially owned by HHMI.
 
            
        HHMI is the beneficial owner of 167,055 shares of Common Stock.
 
            
    (b)   Percent of class:
 
            
        See Item 11 of each cover page.
 
            
    (c)   Number of shares as to which each person has:
 
            
 
      (i)   sole power to vote or to direct the vote:
 
            
 
          See Item 5 of each cover page.
 
            
 
      (ii)   shared power to vote or to direct the vote:
 
            
 
          See Item 6 of each cover page.
 
            
 
      (iii)   sole power to dispose or to direct the disposition of:
 
            
 
          See Item 7 of each cover page.
 
            
 
      (iv)   shared power to dispose or to direct the disposition of:
 
            
 
          See Item 8 of each cover page.
             
 
            
Item 5   Ownership of 5% or Less of a Class:
 
            
    Not applicable.

 

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Item 6
  Ownership of More than 5% on Behalf of Another Person:
 
    
 
  Not applicable.
     
 
    
Item 7
  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
 
    
 
  WSC Management is an investment adviser registered with the State of Texas and, as such, has beneficial ownership of the securities held by its clients, WSC, WSCQP, WS International and HHMI. WS Capital is the general partner of WSC Management. Reid S. Walker and G. Stacy Smith are the sole principals of WS Capital, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSC Management’s clients.
 
    
 
  WSV is an investment adviser registered with the State of Texas and is the general partner of WSVM and, as such, has beneficial ownership of the securities held by its clients, WSO, WSOQP and WSO International. Reid S. Walker, G. Stacy Smith and Patrick P. Walker are the sole principals of WSV, and therefore exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by WSV’s clients.
 
    
 
  HHMI is limited partnership organized in Delaware. Sprugos is the general partner of HHMI and, as such, has beneficial ownership of the shares held by HHMI. As noted above, WS Capital and WSC Management exercise investment discretion and control with respect to the shares of Common Stock beneficially owned by HHMI and Sprugos.
     
 
    
Item 8
  Identification and Classification of Members of the Group:
 
    
 
  Not applicable.
     
 
    
Item 9
  Notice of Dissolution of Group:
 
    
 
  Not applicable.
     
 
    
Item 10
  Certification:
 
    
 
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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.
Date: November 23, 2005
         
  WS CAPITAL, L.L.C.
 		  
  By:   /s/ Reid S. Walker    
    Reid S. Walker, Member   
       
 

 

Table of Contents

         
    WS CAPITAL MANAGEMENT, L.P.
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
         
    WALKER SMITH CAPITAL, L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WALKER SMITH CAPITAL (Q.P.), L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
         
    WALKER SMITH INTERNATIONAL FUND, LTD.
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WSV MANAGEMENT, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
         
    WS VENTURES MANAGEMENT, L.P.
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

Table of Contents

         
    WS OPPORTUNITY FUND, L.P.
 
        
 
  By:   WS Ventures Management, L.P., its general partner
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS OPPORTUNITY FUND (Q.P.), L.P.
 
        
 
  By:   WS Ventures Management, L.P., its general partner
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS OPPORTUNITY FUND INTERNATIONAL, LTD.
 
        
 
  By:   WS Ventures Management, L.P., its agent and attorney- in-fact
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    /s/ Reid S. Walker
     
    REID S. WALKER
 
        
    /s/ G. Stacy Smith
     
    G. STACY SMITH
 
        
    /s/ Patrick P. Walker
    PATRICK P. WALKER

 

Table of Contents

         
    HHMI INVESTMENT, L.P.
 
        
 
  By:   Sprugos Investment XIII, LLC, its general partner
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in- fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    SPRUGOS INVESTMENT XIII, LLC
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

Table of Contents

EXHIBITS
     
Exhibit 1
  Joint Filing Agreement, dated November 23, 2005, entered into by and among WS Capital, L.L.C., WS Capital Management, L.P., Walker Smith Capital, L.P., Walker Smith Capital (Q.P.), L.P., Walker Smith International Fund, Ltd., WSV Management, L.L.C., WS Ventures Management, L.P., WS Opportunity Fund, L.P., WS Opportunity Fund (Q.P.), L.P., WS Opportunity Fund International, Ltd., Reid S. Walker, G. Stacy Smith, Patrick P. Walker, HHMI Investment, L.P. and Sprugos Investments XIII, LLC.

 

EX-99.1 2 d30762exv99w1.htm JOINT FILING AGREEMENT exv99w1
 

EXHIBIT 1
JOINT FILING AGREEMENT
     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of Quintana Maritime Limited and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of November 23, 2005.
         
    WS CAPITAL, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
         
    WS CAPITAL MANAGEMENT, L.P.
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
         
 
        
    WALKER SMITH CAPITAL, L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
         
    WALKER SMITH CAPITAL (Q.P.), L.P.
 
        
 
  By:   WS Capital Management, L.P., its general partner
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

 

         
    WALKER SMITH INTERNATIONAL FUND, LTD.
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
         
 
        
    WSV MANAGEMENT, L.L.C.
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
 
        
    WS VENTURES MANAGEMENT, L.P.
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
         
 
        
    WS OPPORTUNITY FUND, L.P.
 
        
 
  By:   WS Ventures Management, L.P., its general partner
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
         
 
        
    WS OPPORTUNITY FUND (Q.P.), L.P.
 
        
 
  By:   WS Ventures Management, L.P., its general partner
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

 

         
 
        
    WS OPPORTUNITY FUND INTERNATIONAL, LTD.
 
        
 
  By:   WS Ventures Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WSV Management, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
         
 
        
    /s/ Reid S. Walker
     
    REID S. WALKER
 
        
    /s/ G. Stacy Smith
     
    G. STACY SMITH
 
        
    /s/ Patrick P. Walker
     
    PATRICK P. WALKER
         
 
        
    HHMI INVESTMENT, L.P.
 
        
 
  By:   Sprugos Investment XIII, LLC, its general partner
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in- fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member
         
    SPRUGOS INVESTMENT XIII, LLC
 
        
 
  By:   WS Capital Management, L.P., its agent and attorney-in-fact
 
        
 
  By:   WS Capital, L.L.C., its general partner
 
        
 
  By:   /s/ Reid S. Walker
 
       
 
      Reid S. Walker, Member

 

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