UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________________
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For
the month of June, 2009
COMMISSION
FILE NUMBER 001-33373
____________________
CAPITAL
PRODUCT PARTNERS L.P.
(Translation
of registrant’s name into English)
____________________
3
IASSONOS STREET
PIRAEUS,
18537 GREECE
(address
of principal executive offices)
____________________
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F x Form
40-F o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Yes o No x
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Yes o No x
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If “yes”
is marked, indicate below this file number assigned to the registrant in
connection with Rule 12g3-2(b): N/A
Item 1 –
Information Contained in this Form 6-K Report
Attached
as Exhibit I is a letter to the Limited Partners of Capital Product
Partners L.P., dated June 30, 2009.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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CAPITAL
PRODUCT PARTNERS, L.P.,
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By:
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Capital
GP L.L.C., its general partner
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| /s/ Ioannis E. Lazaridis | |
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Name:
Ioannis E.
Lazaridis
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Dated: June
30, 2009
Exhibit
I
June
30, 2009
LETTER
TO THE LIMITED PARTNERS OF CAPITAL PRODUCT PARTNERS, L.P.
Enclosed is a Notice of the Annual
Meeting of the Limited Partners of Capital Product Partners, L.P. (the “Company”) which will be held
at 3 Iassonos Str., 18 537 Piraeus, Greece, on July 23, 2009, at 10:00
a.m.
At this Annual Meeting (the
“Meeting”), Limited Partners of the Company will consider and vote upon
proposals:
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1
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To
elect one Class II Director to serve until the 2012 Annual Meeting of
Limited Partners (“Proposal
One”);
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2.
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To
approve the adoption of an amendment to the Company’s First Amended and
Restated Agreement of Limited Partnership establishing that, if a quorum
has not been obtained after two attempts at any meeting of Limited
Partners of the Company, then any votes present at the third convened
meeting will be deemed to constitute a quorum, provided that such votes
present at the third convened meeting represent at least 25% of the
outstanding units of the Company (See meeting notice for further
information) (“Proposal
Two”);
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3.
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To
transact other such business as may properly come before the meeting or
any adjournment thereof.
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Adoption
of Proposal One requires the affirmative vote of a plurality of the common units
represented at the Meeting, excluding common units owned by Capital Maritime
& Trading Corp. or its affiliates.
Adoption
of Proposal Two requires the affirmative vote of a majority of the outstanding
common units, (including common units owned by the general partner of the
Company or its affiliates), represented at the Meeting.
You are
cordially invited to attend the Meeting in person. If you attend the
Meeting, you may revoke your proxy and vote your shares in person.
IT
IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING,
PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. THE VOTE OF EVERY LIMITED PARTNER IS IMPORTANT AND YOUR
COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE
VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
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Very
truly yours,
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Ioannis
E. Lazaridis
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Chief
Executive Officer and Chief Financial
Officer
of Capital GP L.L.C.
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CAPITAL
PRODUCT PARTNERS, L.P.
NOTICE
OF ANNUAL MEETING OF LIMITED PARTNERS
June
30, 2009
NOTICE IS HEREBY given that the Annual
Meeting of the Limited Partners of Capital Product Partners, L.P. (the “Company”) will be held at 3
Iassonos Str., 18 537 Piraeus, Greece, on July 23, 2009, at 10:00 a.m. for the
following purposes, of which items 1 and 2 are more completely set forth in the
accompanying Proxy Statement:
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1
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To
elect one Class II Director to serve until the 2012 Annual Meeting of
Limited Partners (“Proposal
One”);
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2.
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To
approve the adoption of an amendment to the Company’s First Amended and
Restated Agreement of Limited Partnership establishing that, if a quorum
has not been obtained after two attempts at any meeting of Limited
Partners of the Company, then any votes present at the third convened
meeting will be deemed to constitute a quorum , provided that such votes
present at the third convened meeting represent at least 25% of the
outstanding units of the Company (See meeting notice for further
information) (“Proposal
Two”);
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3.
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To
transact other such business as may properly come before the meeting or
any adjournment thereof.
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The Board of Directors has fixed the
close of business on June 25, 2009 as the record date for the determination of
the Limited Partners entitled to receive notice and to vote at the Annual
Meeting or any adjournment thereof.
IT
IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE
ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED
STATES. THE VOTE OF EVERY LIMITED PARTNER IS IMPORTANT AND YOUR
COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE
APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE
VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
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BY ORDER OF THE BOARD OF DIRECTORS
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Ioannis
E. Lazaridis
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Chief
Executive Officer and Chief Financial Officer of
Capital
GP L.L.C.
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CAPITAL
PRODUCT PARTNERS L.P.
3
IASSONOS STR.
18
537 PIRAEUS
GREECE
______________________
PROXY
STATEMENT FOR
ANNUAL
MEETING OF LIMITED PARTNERS
TO
BE HELD ON JULY 23, 2009
________________________
INFORMATION
CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on
behalf of the Board of Directors (the “Board of Directors”) of
Capital Product Partners, L.P., a Marshall Islands limited partnership (the
“Company”), for use at
the Annual Meeting of Limited Partners to be held at 3 Iassonos Str., 18 537
Piraeus, Greece, on July 23, 2009, at 10:00 a.m., or at any adjournment or
postponement thereof (the “Meeting”), for the purposes
set forth herein and in the accompanying Notice of Annual Meeting of Limited
Partners. This Proxy Statement and the accompanying form of proxy are
expected to be mailed to Limited Partners of the Company entitled to vote at the
Meeting on or about July 1, 2009.
VOTING RIGHTS AND
OUTSTANDING SHARES
On June 25, 2009 (the “Record Date”), the Company
had outstanding 24,817,151 common units (the “Common Units”), 506,472
general partner units and no subordinated units.
Each Limited Partner of record at the
close of business on the Record Date is entitled to one vote for each Common
Unit. Any Common Units owned by Capital Maritime & Trading Corp., an
affiliate of our general partner, have the same rights as the Company’s other
outstanding Common Units. Following the termination of the subordination period
in accordance with the terms of the Company’s partnership agreement all of the
8,805,522 subordinated units of the Company were automatically converted into
Common Units on a one-for-one basis as of February 14, 2009. Capital Maritime
& Trading Corp. owns 45.6% of our Common Units.
One or more Limited Partners holding at
least a majority of the total voting rights of the Company represented in person
or by proxy at the Meeting shall be a quorum for the purposes of the
Meeting. The Common Units represented by any proxy in the enclosed
form will be voted in accordance with the instructions given on the proxy if the
proxy is properly executed and is received by the Company prior to the close of
voting at the Meeting or any adjournment or postponement thereof. Any
proxies returned without instructions will be voted FOR the proposals set forth
on the Notice of Annual Meeting of Limited Partners.
The Common Units are listed on the
Nasdaq Global Market (“Nasdaq”) under the symbol
“CPLP”.
REVOCABILITY OF
PROXIES
A Limited Partner giving a proxy may
revoke it at any time before it is exercised. A proxy may be revoked
by filing with the Secretary of the Company at the Company’s registered office,
at 3 Iassonos Str., 18 537 Piraeus, Greece a written notice of revocation by a
duly executed proxy bearing a later date, or by attending the Meeting and voting
in person.
ANNUAL REPORT AND OTHER
MATERIALS FOR MEETING
Our Annual Report for the year
ended December 31, 2008 and copies of the materials for our Annual General
Meeting of Limited Partners are available on our website at www.capitalpplp.com.
You may also request a copy of our annual report or of the materials free of
charge by writing or calling us at the following address:
Capital
Product Partners L.P., 3 Iassonos Str., Piraeus 18537, Greece.
Tel:
(+30) 210 458 4950
Email:
info@capitalpplp.com
PROPOSAL
ONE
ELECTION
OF CLASS II DIRECTOR
The Company’s board of directors
consists of three persons who are designated by the Company’s general partner in
its sole discretion and four who are elected by the holders of Common Units,
excluding Common Units owned by Capital Maritime & Trading Corp. and its
affiliates. As provided in the Company’s First Amended and Restated Agreement of
Limited Partnership, directors appointed by our general partner serve as
directors for terms determined by our general partner and directors elected by
holders of our Common Units are divided into three classes serving staggered
three-year terms. Accordingly, the Board of Directors has nominated Abel
Rasterhoff , a Class II Director, for re-election as a director whose term would
expire at the 2012 Annual Meeting.
Unless the proxy is marked to indicate
that such authorization is expressly withheld, the persons named in the enclosed
proxy intend to vote the common units authorized thereby FOR the
election of the following nominee. It is expected that such nominee
will be able to serve, but if before the election it develops that such nominee
is unavailable, the persons named in the accompanying proxy will vote for the
election of such substitute nominee as the current Board of Directors may
recommend.
Nominee for Election to the Company’s Board of
Directors
Information concerning the nominee for
director of the
Company is set forth
below:
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Name
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Age
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Position
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Abel
Rasterhoff
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68
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Class
II Director
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Abel Rasterhoff joined our
board of directors on April 3, 2007. He serves on our conflicts committee and
has been designated as the audit committee's financial expert.
Mr. Rasterhoff joined Shell International Petroleum Maatschappij in 1967,
and worked for various entities of the Shell group of companies until his
retirement from Shell in 1997. From 1981 to 1984, Mr. Rasterhoff was
Managing Director of Shell Tankers B.V., Vice Chairman and Chairman-elect of the
Dutch Council of Shipping and a Member of the Dutch Government Advisory
Committee on the North Sea. From 1991 to 1997, Mr. Rasterhoff was Director
and Vice President Finance and Planning for Shell International Trading and
Shipping Company Limited. During this period he also served as a Board Member of
the Securities and Futures Authority (SFA) in London. From February 1998 to
2004, Mr. Rasterhoff has served as a member of the executive board and as
Chief Financial Officer of TUI Nederland, the largest Dutch tour operator. From
February 2001 to September 2001, Mr. Rasterhoff served as a
member of the executive board and as Chief Financial Officer of Connexxion, the
government owned public transport company. Mr. Rasterhoff was also on the
Supervisory Board of SGR and served as an advisor to the trustees of the TUI
Nederland Pension Fund. Mr. Rasterhoff served on the Capital Maritime Board
from May 2005 until his resignation in February 2007 as the chairman
of the audit committee. Mr. Rasterhoff is currently a director and audit
committee member of Aegean Marine Petroleum Network Inc., a company listed
on the New York Stock Exchange. Mr. Rasterhoff holds a graduate business
degree in economics from Groningen State University.
Audit Committee. The audit
committee of our board of directors is composed of three or more independent
directors, each of whom must meet the independence standards of the Nasdaq
Global Market, the SEC and any other applicable laws and regulations governing
independence from time to time. The audit committee is currently comprised of
directors Abel Rasterhoff (chair), Robert P. Curt and Keith Forman. All members
of the committee are financially literate and our board of directors has
determined that Mr. Rasterhoff qualifies as an "audit committee financial
expert" for purposes of the U.S. Sarbanes-Oxley Act. The audit committee, among
other things, reviews our external financial reporting, engages our external
auditors and oversees our internal audit activities and procedures and the
adequacy of our internal accounting controls.
Conflicts Committee. The
conflicts committee of our board of directors is composed of the same directors
constituting the audit committee, being Keith Forman (chair), Abel Rasterhoff
and Robert P. Curt. The members of our conflicts committee may not be officers
or employees of our general partner or directors, officers or employees of its
affiliates, and must meet the independence standards established by The Nasdaq
Global Market to serve on an audit committee of a board of directors and certain
other requirements. The conflicts committee reviews specific matters that the
board believes may involve conflicts of interest and determines if the
resolution of the conflict of interest is fair and reasonable to
us. Any matters approved by the conflicts committee will be
conclusively deemed to be fair and reasonable to us, approved by all of our
partners, and not a breach by our directors, our general partner or its
affiliates of any duties any of them may owe us or our limited
partners.
Required
Vote. Approval of
Proposal One will require the affirmative vote of the plurality of the votes
cast by holders of the Common Units (excluding common units owned by Capital
Maritime & Trading Corp. or its affiliates) present either in person or
represented by proxy at the Meeting.
Effect of
abstentions. Abstentions will
not affect the vote on Proposal One.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED DIRECTOR. UNLESS REVOKED
AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF THE
PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL
TWO
APPROVAL
OF THE AMENDMENT TO THE
COMPANY’S
FIRST AMENDED AND RESTATED
AGREEMENT
OF LIMITED PARTNERSHIP
The quorum currently required at all
meetings of Limited Partners is a majority of all units of the class or classes
for which such meeting has been called, represented either in person or by
proxy.
Such amendment will not affect the
limited liability of any Limited Partner.
If approved, Clause 13.9 of the
Company’s First Amended and Restated Agreement of Limited Partnership will be
amended to read (amendments underlined in text):
Section 13.9. Quorum and
Voting. The holders of a majority of the Outstanding Units of
the class or classes for which a meeting has been called (including Outstanding
Units deemed owned by the General Partner) represented in person or by proxy
shall constitute a quorum at a meeting of Limited Partners of such class or
classes unless any such action by the Limited Partners requires approval by
holders of a greater percentage of such Units, in which case the quorum shall be
such greater percentage, provided, however, that if
any meeting has been adjourned for a second time due to absence of a quorum, the
holders of 25% of all Outstanding Units and which are represented in person or
by proxy shall constitute a quorum for the purposes of such meeting. At
any meeting of the Limited Partners duly called and held in accordance with this
Agreement at which a quorum is present, the act of Limited Partners holding
Outstanding Units that in the aggregate represent a majority of the Outstanding
Units entitled to vote and be present in person or by proxy at such meeting
shall be deemed to constitute the act of all Limited Partners, provided, however, that if
any meeting has been adjourned for a second time due to absence of a quorum, the
act of the Limited Partners holding at least 25% of all Outstanding Units and
which are represented in person or by proxy at such meeting shall be deemed to
constitute the act of all Limited Partners, unless a greater or different
percentage is required with respect to such action under the provisions of this
Agreement, in which case the act of the Limited Partners holding Outstanding
Units that in the aggregate represent at least such greater or different
percentage shall be required. The Limited Partners present at a duly called or
held meeting at which a quorum is present may continue to transact business
until adjournment, notwithstanding the withdrawal of enough Limited Partners to
leave less than a quorum, if any action taken (other than adjournment) is
approved by the required percentage of Outstanding Units specified in this
Agreement (including Outstanding Units deemed owned by the General Partner). In
the absence of a quorum, any meeting of Limited Partners may be adjourned from
time to time by the affirmative vote of holders of at least a majority of the
Outstanding Units entitled to vote at such meeting (including Outstanding Units
deemed owned by the General Partner) represented either in person or by proxy,
but no other business may be transacted, except as provided in
Section 13.7.
Effect of
abstentions. An abstention
will count as an effective vote for Proposal Two.
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO THE COMPANY’S FIRST AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP. UNLESS REVOKED AS
PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH
AMENDMENT UNLESS A CONTRARY VOTE IS SPECIFIED.
SOLICITATION
Morrow & Co., LLC, 470 West
Ave, Stamford, CT 06902 has been retained to assist in soliciting
proxies.
OTHER
MATTERS
No other matters are expected to be
presented for action at the Meeting. Should any additional matter
come before the Meeting, it is intended that proxies in the accompanying form
will be voted in accordance with the judgment of the person or persons named in
the proxy.
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BY ORDER OF THE BOARD OF DIRECTORS
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Ioannis
E. Lazaridis
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Chief
Executive Officer and Chief Financial Officer of
Capital
GP L.L.C.
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June 30,
2009
Piraeus,
Greece