UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 001-32326
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(Check one): |
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o Form 10-K |
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o Form 20-F |
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o Form 11-K |
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x Form 10-Q |
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o Form 10-D |
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o Form N-SAR |
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o Form N-CSR |
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For Period Ended: March 31, 2009 |
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o |
Transition Report on Form 10-K |
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o |
Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
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Transition Report on Form N-SAR |
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For the Transition Period Ended: _______________ |
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:______________________________________________________________________________________________________ |
PART I - REGISTRANT INFORMATION
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U. S. Shipping Partners L.P. |
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Full name of Registrant |
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Former name if applicable |
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399 Thornall Street, 8th Floor |
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Address of Principal Executive Office (Street and Number) |
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Edison, NJ 08837 |
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City, State and Zip Code |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check appropriate box)
x (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Forms 10-KSB, 20-F, 11-K, Form N-SAR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-QSB, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period:
U.S. Shipping Partners L.P. (the “Partnership”), all of its wholly-owned subsidiaries and certain of its
affiliates filed voluntary petitions for relief (collectively, the “Bankruptcy Filing”) under chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York on
April 29, 2009. Because of the extraordinary and critical demands that the Bankruptcy Filing and related matters,
including the litigation with the third-party investors in, and lenders to, the Partnership's joint venture to
construct five product tankers, have placed on the time and attention of the Partnership's senior management and
staff, the Partnership has been unable to complete all work necessary to file the Partnership's Annual Report on
Form 10-K for the fiscal year ended December 31, 2008 and the Partnership's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009 by the
filing deadline without unreasonable effort or expense. The Bankruptcy Filing was primarily as a result of
previously reported liquidity issues and the events of default under the Partnership's senior credit facility.
The Partnership intends to file the Form 10-Q as soon as practicable.
PART IV - OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification: |
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Dennis J. Fiore |
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(732) 635-2760 |
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(Name) |
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(Area Code) (Telephone number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s): |
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o Yes |
x No |
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The Partnership’s Form 10-K for the fiscal year ended December 31, 2008 has not been filed. |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof: |
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x Yes |
o No |
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
The Partnership’s results of operations during the first quarter of 2009 were adversely affected by significantly decreased demand for its vessels and the costs incurred in connection with the Partnership’s restructuring.
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U. S. Shipping Partners L. P. |
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(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: |
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May 15, 2009 |
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By: |
/s/ Dennis J. Fiore |
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INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.