-----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, BD+Fg+czabrlBkqQBIGIsyhta7T4SIGE8v6T05X3BnStXIfdHkBrP8Kxbp2kOjFs 7WVgnNrTlM9K6eEzSKmfXQ== 0000950157-09-000089.txt : 20090213 0000950157-09-000089.hdr.sgml : 20090213 20090213070457 ACCESSION NUMBER: 0000950157-09-000089 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090213 DATE AS OF CHANGE: 20090213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SAFE BULKERS, INC. CENTRAL INDEX KEY: 0001434754 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-84684 FILM NUMBER: 09597723 BUSINESS ADDRESS: STREET 1: 32 AVENUE KARAMANLI, P.O. BOX 70837 STREET 2: 16605 VOULA CITY: ATHENS STATE: J3 ZIP: 16605 BUSINESS PHONE: 011-30-210-895-7070 MAIL ADDRESS: STREET 1: 32 AVENUE KARAMANLI, P.O. BOX 70837 STREET 2: 16605 VOULA CITY: ATHENS STATE: J3 ZIP: 16605 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vorini Holdings Inc. CENTRAL INDEX KEY: 0001454685 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O SAFETY MANAGEMENT OVERSEAS S.A. STREET 2: 32 AVENUE KARAMANLI CITY: VOULA, ATHENS STATE: J3 ZIP: 16605 BUSINESS PHONE: 212-474-1192 MAIL ADDRESS: STREET 1: C/O SAFETY MANAGEMENT OVERSEAS S.A. STREET 2: 32 AVENUE KARAMANLI CITY: VOULA, ATHENS STATE: J3 ZIP: 16605 SC 13G 1 sc13g.htm CLASS A COMMON STOCK sc13g.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
 
 
Safe Bulkers, Inc.
(Name of Issuer)
 
Class A Common Stock
(Title of Class of Securities)
 
CUSIP No. Y7388L103
 
(CUSIP Number)
 
 
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
G
Rule 13d-1(b)
 
G
Rule 13d-1(c)
 
[R]
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 (“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.
Y7388L103


1
NAMES OF REPORTING PERSONS
 
Vorini Holdings Inc.
 
IRS Identification Nos. of Above Persons (entities only).
 
Not applicable.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)           R
(b)           G
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Marshall Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0**
6
SHARED VOTING POWER
 
44,500,000**
7
SOLE DISPOSITIVE POWER
 
0**
8
SHARED DISPOSITIVE POWER
 
44,500,000**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,500,000**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
81.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

**For additional information, see Schedule A


 
 


 

CUSIP No.
Y7388L103


1
 
NAMES OF REPORTING PERSONS
 
Polys Hajioannou
 
IRS Identification Nos. of Above Persons (entities only).
 
Not applicable
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)           R
(b)           G
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Monaco
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0**
6
SHARED VOTING POWER
 
44,500,000**
7
SOLE DISPOSITIVE POWER
 
0**
8
SHARED DISPOSITIVE POWER
 
44,500,000**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,500,000**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
81.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

**For additional information, see Schedule A
 
 
 
 

 

 
CUSIP No.
Y7388L103


1
NAMES OF REPORTING PERSONS
 
Nicolaos Hadjioannou
 
IRS Identification Nos. of Above Persons (entities only).
 
Not applicable.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a)           R
(b)           G
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Monaco
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
5
SOLE VOTING POWER
 
0**
6
SHARED VOTING POWER
 
44,500,000**
7
SOLE DISPOSITIVE POWER
 
0**
8
SHARED DISPOSITIVE POWER
 
44,500,000**
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
44,500,000**
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
81.6%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN

**For additional information, see Schedule A
 
 
 

 

 
CUSIP No. Y7388L103
 
Item 1.
 
 
(a)
Name of Issuer
Safe Bulkers, Inc.
     
 
(b)
Address of Issuer’s Principal Executive Offices
32 Avenue Karamanli, 16605 Voula, Athens, Greece
Item 2.
 
 
(a)
Name of Person Filing
Vorini Holdings Inc.
Polys Hajioannou
Nicolaos Hadjioannou
     
 
(b)
Address of Principal Business Office or, if none, Residence
The principal business office of each person named in Item 2(a) above is 32 Avenue Karamanli, 16605 Voula, Athens, Greece
     
 
(c)
Citizenship
Vorini Holdings Inc. is a Marshall Islands corporation.
Polys Hajioannou and Nicolaos Hadjioannou are citizens of Monaco.
     
 
(d)
Title of Class of Securities
Class A Common Stock
     
 
(e)
CUSIP Number
Y7388L103
 
Item 3.  If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 
 
 
(a)
q
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
 
(b)
q
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
 
(c)
q
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
 
(d)
q
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
       
 
(e)
q
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
       
 
(f)
q
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
 
(g)
q
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
       
 
(h)
q
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
 
(i)
q
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)
q
Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
Not applicable.
 
 
 

 
 
 
Item 4.  Ownership.
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
(a)  Amount beneficially owned: ______.
 
See Schedule A hereto.
 
(b)  Percent of class: ______.
 
See Schedule A hereto.
 
(c) Number of shares as to which the person has:
 
 
(i)
Sole power to vote or to direct the vote ______.
 
See Schedule A hereto.
     
 
(ii)
Shared power to vote or to direct the vote ______.
 
See Schedule A hereto.
     
 
(iii)
Sole power to dispose or to direct the disposition of ______.
 
See Schedule A hereto.
     
 
(iv)
Shared power to dispose or to direct the disposition of ______.
 
See Schedule A hereto.
 
 
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
 
Item 5.  Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .
 
Instruction: Dissolution of a group requires a response to this item.
 
Not applicable.
 
Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
 
If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
Not applicable.
 
Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
Not applicable.
 
Item 8.  Identification and Classification of Members of the Group
 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
The identity of each member of the group is disclosed on the cover pages attached hereto.
 
 

 
 
 
Item 9.  Notice of Dissolution of Group
 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
 
Not applicable.
 
Item 10. Certification
 
(a)  The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
 
Not applicable.
 
(b)  The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
 
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.
 
Not applicable.
 
 
 


 
 
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:  February 13, 2009
 

 
VORINI HOLDINGS INC.
by
 
/s/ George Papadopoulos
 
 


/s/ Polys Hajioannou
Polys Hajioannou


/s/ Nicolaos Hadjioannou
Nicolaos Hadjioannou
 
 
 
 

 
 
 
Schedule A
 
 

 
Reporting Person
Aggregate Number of Shares of Common Stock Beneficially Owned
Percentage
Outstanding Common Stock
Number of Shares of Common Stock as
to Which Reporting Person has
Sole Power to Dispose
Sole Power to Vote
Shared Power to Dispose
Shared Power to Vote
Vorini Holdings Inc. (1)
44,500,000
81.6%
0
0
44,500,000
44,500,000
Polys Hajioannou (2)
44,500,000
81.6%
0
0
44,500,000
44,500,000
Nicolaos Hadjioannou (2)
44,500,000
81.6%
0
0
44,500,000
44,500,000

(1)
Vorini Holdings Inc., a Marshall Islands corporation controlled by Polys Hajioannou and Nicolaos Hadjioannou, owns 44,500,000 shares of Class A Common Stock of Safe Bulkers, Inc.
 
(2)
By virtue of shares owned indirectly through Vorini Holdings Inc.
 

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