(1)

An indeterminate aggregate initial offering price or number of securities of each identified class is being registered as may from time to time be offered at indeterminate prices.  Also includes such indeterminate amount of debt securities and number of preferred shares and common stock as may be issued upon conversion or exchange for any other debt securities or preferred shares that provide for conversion or exchange into other securities.

(2)	Preferred share purchase rights are not currently separable from our common stock and are not currently exercisable.  The value attributable to the preferred share purchase rights, if any, will be reflected in the market price of our common stock.

(3)	In connection with the securities offered hereby, the Registrant is deferring payment of all of the registration fees and will “pay-as-you-go” registration fees in accordance with Rule 456(b) and Rule 457(r).

 

 

                                    

 

(1)	our common stock (including preferred share purchase rights),

 

(2)	our preferred shares,

 

(3)	our debt securities, which may be guaranteed by one or more of our subsidiaries,

 

(4)	our warrants,

 

(5)	our purchase contracts, and

 

(6)	our units.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

believe that larger drybulk carriers, such as Capesize, Panamax and Supramax vessels, offer greater potential compared to smaller vessels such as Handysize and Handymax vessels.  Our Capesize, Panamax and Supramax vessels transport predominantly coal and iron ore for energy and steel production as well as grain and steel products, fertilizers, minerals, forest products, ores, bauxite, alumina, cement and other construction materials. These raw materials and products are used as production inputs in a number of industries. Our vessels are able to trade worldwide in a multitude of trade routes carrying a wide range of cargoes for a number of industries.  We transport these various cargoes on several geographical routes thereby reducing our dependency on any one cargo, trade route or industry and maximizing fleet utilization.

 

·

Combined Fleet Employment. As we expand our fleet of drybulk carriers, we will actively and strategically employ our fleet between fixed employment contracts, including time or bareboat charters, which can last up to several years, and spot charters, which generally last for periods of ten days to four months. We will also continue to participate in drybulk carrier pools. Drybulk carriers operating on fixed employment contracts provide more predictable cash flows, while drybulk carriers operating in the spot market may generate increased or decreased profit margins during periods of improvement or deterioration in freight (or charter) rates. We may also enter into freight forward agreements in order to hedge our exposure to market volatility.

 

 

 

 

 

 

 

 

 

We have agreements to acquire 6 newbuilding Panamax vessels and 9 newbuilding Capesize vessels (including the 5 newbuildings described below) for delivery between 2008 and 2010.  As of October 17, 2008, the remaining installment payment obligations to the shipyards for the Panamax and Capesize newbuildings total $605.5 million, with $323.0 million due within the next twelve months and $282.5 million due thereafter.  In addition, installment payments in respect of the four newbuilding drillships described below total $2,238.9 million, with $226.9 million due within the next twelve months and $2,010.0 million due thereafter.  We have not yet obtained financing for the third and subsequent pre-delivery installment payments for Hulls 1837 and 1838, which payments amount to 70% of the purchase price of the drillships.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·

natural resources damage and the costs of assessment thereof;

 

·

real and personal property damage;

 

 

·

net loss of taxes, royalties, rents, fees and other lost revenues;

 

·

lost profits or impairment of earning capacity due to property or natural resources damage; and

 

·

net cost of public services necessitated by a spill response, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·

demand for and production of drybulk products;

 

·

global and regional economic and political conditions;

 

·

the distance drybulk cargo is to be moved by sea; and

 

·

changes in seaborne and other transportation patterns.

 

 

·

the number of new building deliveries;

 

·

port and canal congestion;

 

·

the scrapping of older vessels;

 

·

vessel casualties; and

 

·

the number of vessels that are out of service.

 

 

 

 

 

 

·

prevailing level of charter rates;

 

·

general economic and market conditions affecting the shipping industry;

 

·

types and sizes of vessels;

 

·

supply and demand for vessels;

 

·

other modes of transportation;

 

·

cost of newbuildings;

 

·

governmental or other regulations; and

 

·

technological advances.

 

 

 

 

 

 

 

·

worldwide demand for oil and gas;

 

·

the cost of exploring for, developing, producing and delivering oil and gas;

 

·

expectations regarding future energy prices;

 

·

advances in exploration and development technology;

 

·

the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain levels and pricing;

 

·

the level of production in non-OPEC countries;

 

·

government regulations;

 

·

local and international political, economic and weather conditions;

 

·

domestic and foreign tax policies;

 

·

the development and exploitation of alternative fuels;

 

 

·

the policies of various governments regarding exploration and development of their oil and gas reserves; and

 

·

the worldwide military and political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East or other geographic areas or further acts of terrorism in the United States, or elsewhere.

 

 

 

·

the availability of competing offshore drilling vessels;

 

·

the level of costs for associated offshore oilfield and construction services;

 

·

oil and gas transportation costs;

 

·

the discovery of new oil and gas reserves; and

 

 

 

 

 

 

 

 

 

 

·	prevailing level of drilling services contract day rates;

 

·	general economic and market conditions affecting the offshore contract drilling industry, including competition from other offshore contract drilling companies;

 

·	types, sizes and ages of drilling units;

 

·	supply and demand for drilling units;

 

·	costs of newbuildings;

 

·	governmental or other regulations; and

 

 

·	technological advances.

 

 

 

 

 

 

·

terrorist acts, war and civil disturbances;

 

·

seizure, nationalization or expropriation of property or equipment;

 

·

political unrest;

 

·

foreign and U.S. monetary policy and foreign currency fluctuations and devaluations;

 

·

the inability to repatriate income or capital;

 

·

complications associated with repairing and replacing equipment in remote locations;

 

·

piracy;

 

·

import-export quotas, wage and price controls, imposition of trade barriers and other forms of government regulation and economic conditions that are beyond our control;

 

·

regulatory or financial requirements to comply with foreign bureaucratic actions; and

 

·

changing taxation policies.

 

 

·

the equipping and operation of drilling units;

·

repatriation of foreign earnings;

·

oil and gas exploration and development;

·

taxation of offshore earnings and earnings of expatriate personnel; and

·

use and compensation of local employees and suppliers by foreign contractors.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·

shipyard unavailability;

 

·

shortages of equipment, materials or skilled labor;

 

·

unscheduled delays in the delivery of ordered materials and equipment;

 

·

local customs strikes or related work slowdowns that could delay importation of equipment or materials;

 

·

engineering problems, including those relating to the commissioning of newly designed equipment;

 

·

latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;

 

·

work stoppages;

 

·

client acceptance delays;

 

·

weather interference or storm damage;

 

·

disputes with shipyards and suppliers;

 

·

shipyard failures and difficulties;

 

·

failure or delay of third-party equipment vendors or service providers;

 

·

unanticipated cost increases; and

 

·

difficulty in obtaining necessary permits or approvals or in meeting permit or approval conditions.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·

future operating or financial results;

 

·

statements about planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking and insurance costs;

 

·

statements about drybulk shipping market trends, including charter rates and factors affecting supply and demand;

 

·

our ability to obtain additional financing;

 

·

expectations regarding the availability of vessel acquisitions; and

 

·

anticipated developments with respect to pending litigation.

 

 

 

 

 

 

 

(1)           We have not issued any preferred shares as of the date of this prospectus

 

 

 

 

 

 

 

 

 

 

 

 

 

·

a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;

 

·

purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; or

 

·

ordinary brokerage transactions and transactions in which a broker solicits purchasers.

 

 

·

enter into transactions involving short sales of our shares of common stock by broker-dealers;

 

·

sell shares of common stock  short themselves and deliver the shares to close out short positions;

 

·

enter into option or other types of transactions that require us or any selling shareholder to deliver shares of common stock  to a broker-dealer, who will then resell or transfer the shares of common stock under this prospectus; or

 

·

loan or pledge the shares of common stock  to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

		Sales Price
For the Period		High				Low
2008
Third quarter		$	79.61			$	33.15
September			68.78				33.15
August			79.61				66.30
July			79.13				70.58
Second quarter		$	110.74			$	59.98
June			95.23				71.33
May			110.74				83.21
April			86.54				59.98
First quarter		$	87.45			$	52.18
March			75.09				55.93
February			87.45				65.42
January			79.57				52.18