SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
DryShips Inc.
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(Name of Issuer)
Common Stock, par value $0.01
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(Title of Class of Securities)
Y2109Q101
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(CUSIP Number)
George Economou
80 Kifissias Avenue
Amaroussion 15125
Athens, Greece
011 30-210-8090570
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 10, 2008
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(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
CUSIP No. Y2109Q101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
George Economou
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC, BK, OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Greece
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
13,163,089*
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
13,163,089*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
13,163,089*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
31.0%
12. TYPE OF REPORTING PERSON
IN
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* Mr. Economou may be deemed to beneficially own 10,944,910 of these shares
through Elios Investments Inc., which is a wholly-owned subsidiary of the
Entrepreneurial Spirit Foundation, a Lichtenstein foundation, the beneficiaries
of which are Mr. Economou and members of his family. Mr. Economou may be deemed
to beneficially own 1,000,000 of these shares through Fabiana Services S.A., a
Marshall Islands corporation, of which Mr. Economou is the controlling person.
Mr. Economou may be deemed to beneficially own 963,667 of these shares through
Sphinx Investment Corp., a Marshall Islands corporation, of which Mr. Economou
is the controlling person. Mr. Economou may be deemed to beneficially own
254,512 of these shares through Goodwill Shipping Company Limited, a Malta
corporation, of which Mr. Economou is the controlling person.
CUSIP No. Y2109Q101
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Elios Investments Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
10,944,910
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
10,944,910
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
10,944,910
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
25.8%
14. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Fabiana Services S.A.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
1,000,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,000,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
1,000,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.4%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Sphinx Investment Corp.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
963,667
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
963,667
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
963,667
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.3%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Goodwill Shipping Company Limited
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Malta
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
254,512
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
254,512
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON*
254,512
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.006%
12. TYPE OF REPORTING PERSON
CO
CUSIP No. Y2109Q101
The purpose of this Amendment No. 1 to Schedule 13D is to report the Issuer's
issuance on April 10, 2008 of 1,000,000 shares of common stock of DryShips Inc.,
par value $0.01 per share (the "Shares"), to Fabiana Services S.A., a Marshall
Islands corporation, of which Mr. George Economou is the controlling person,
pursuant to the Issuer's 2008 Equity Incentive Plan.
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Item 1. Security and Issuer.
NO MATERIAL CHANGE FROM THE SCHEDULE 13D FILED ON DECEMBER 8, 2006.
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Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by George Economou and Elios
Investments Inc., Fabiana Services S.A., Sphinx Investment Corp. and Goodwill
Shipping Company Limited, each of which is a company controlled by George
Economou (the "Reporting Persons"). The registered address for Elios Investments
Inc., Fabiana Services S.A. and Sphinx Investment Corp. is Trust Company
Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960. The
registered address for Goodwill Shipping Company Limited is [5/2 Merchants
Street, Valletta, Malta]. George Economou's business address is 80 Kifissias
Avenue, Amaroussion 15125, Athens, Greece. George Economou is the Chief
Executive Officer, President and Chairman of the Board of Directors of the
Issuer.
(d) The Reporting Persons have not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) The Reporting Persons have not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
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Item 3. Source and Amount of Funds or Other Consideration.
As of the date hereof, George Economou may be deemed to beneficially own
13,163,089 Shares. As of the date hereof, Elios Investments Inc. owns 10,944,910
Shares. The source of funds used by Elios Investments Inc. to purchase the
securities reported herein is the working capital of Elios Investments Inc. As
of the date hereof, Fabiana Services S.A., of which George Economou is the
controlling person, owns 1,000,000 Shares. The Shares issued to Fabiana Services
S.A. were issued pursuant to the Issuer's 2008 Equity Incentive Plan. As of the
date hereof, Sphinx Investment Corp., of which George Economou is the
controlling person, owns 963,667 Shares. The source of funds used by Sphinx
Investment Corp. to purchase the securities reported herein is a margin account
with Goldman Sachs International. As of the date hereof, Goodwill Shipping
Company Limited, of which George Economou is the controlling person, owns
254,512 Shares. The Shares issued to Goodwill Shipping Company Limited, of which
George Economou is the controlling person, were issued in exchange for the
extinguishment of debt related to the Issuer's acquisition of the MV Hille
Oldendorff.
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Item 4. Purpose of Transaction.
Each of Elios Investments Inc., Fabiana Services S.A., Sphinx Investment
Corp. and Goodwill Shipping Company Limited hold their respective Shares for
investment purposes. The Shares that George Economou may be deemed to
beneficially own are held for investment purposes, but as the Chief Executive
Officer, President and Chairman of the Board of Directors of the Issuer, George
Economou controls the management and policies of the Issuer. In the future,
George Economou may be involved in and may plan for his involvement in any or
all of the following:
(1) the acquisition of additional Shares of the Issuer, or the disposition
of Shares of the Issuer;
(2) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer;
(3) a sale or transfer of a material amount of assets of the Issuer;
(4) any material change in the present capitalization or dividend policy
of the Issuer;
(5) any other material change in the Issuer's business or corporate
structure;
(6) changes in the Issuer's charter, by-laws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(7) causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
on an inter-dealer quotation system of a registered national
securities association;
(8) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act;
and/or
(9) any action similar to those enumerated above.
Any future decision of George Economou to take any such actions with
respect to the Issuer or its securities will take into account various factors,
including the prospects of the Issuer, general market and economic conditions
and other factors deemed relevant.
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Item 5. Interest in Securities of the Issuer.
George Economou has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 13,163,089 Shares; has the
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 13,163,089 Shares.
George Economou and Entrepreneurial Spirit Foundation previously filed a
Schedule 13G with respect to the Issuer's common stock on April 10, 2006. Prior
to the transfer of all of its Shares to Elios Investments Inc. on February 14,
2006, Entrepreneurial Spirit Foundation owned 10,780,000 Shares. George Economou
and Elios Investments Inc. filed a Schedule 13D on December 8, 2006 as a result
of acquiring beneficial ownership of more than 2% of the Issuer's securities
within a 12-month period. As of the date hereof, George Economou may be deemed
to be the beneficial owner of 13,163,089 Shares, or 31.0% of the Shares, based
upon 42,440,097 shares outstanding as of April 16, 2008.
As of the date hereof, Elios Investments Inc. owns 10,944,910 Shares, or
25.8% of the Shares, based upon 42,440,097 Shares outstanding as of April 16,
2008. Elios Investments Inc. has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 10,944,910 Shares;
has the sole power to dispose or direct the disposition of 0 Shares; and has
shared power to dispose or direct the disposition of 10,944,910 Shares.
As of the date hereof, Fabiana Services S.A. owns 1,000,000 Shares, or 2.4%
of the Shares, based upon 42,440,097 shares outstanding as of April 16, 2008.
Fabiana Services S.A. has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 1,000,000 Shares; has the
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 1,000,000 Shares.
As of the date hereof, Sphinx Investment Corp. owns 963,667 Shares, or
2.3%, based upon 42,440,097 shares outstanding as of April 16, 2008. Sphinx
Investment Corp. has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 963,667 Shares; has the sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 963,667 Shares.
As of the date hereof, Goodwill Shipping Company Limited owns 254,512
Shares, or 0.006%, based upon 42,440,097 shares outstanding as of April 16,
2008. Goodwill Shipping Company Limited has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 254,512
Shares; has the sole power to dispose or direct the disposition of 0 Shares; and
has shared power to dispose or direct the disposition of 254,512 Shares.
The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares during the past 60 days by the Reporting
Persons are set forth in Exhibit B. The Issuer issued 1,000,000 Shares to
Fabiana Services S.A., of which George Economou is the controlling person,
pursuant to the Issuer's 2008 Equity Incentive Plan.
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Neither Goodwill Shipping Company Limited nor Fabiana Services S.A., of which
George Economou is the controlling person, has any contract, arrangement,
understanding or relationship with any person with respect to their respective
Shares.
Each of Elios Investments Inc. and Sphinx Investment Corp., each of which George
Economou is the controlling person, has a margin agreement with Goldman Sachs
International. A portion of the positions held in the margin accounts are
pledged as collateral security for the repayment of the debit balance in the
account.
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Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares.
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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.
April 18, 2008
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(Date)
ELIOS INVESTMENTS INC.*
BY: /s/ Dr. Renato Cefai
-------------------------------
Name: Dr. Renato Cefai
Title: Sole Director
/s/ George Economou
-----------------------------------
George Economou*
FABIANA SERVICES S.A.*
BY: /s/ Andri Papadopoulou
-------------------------------
Name: Andri Papadopoulou
Title: Sole Director
GOODWILL SHIPPING COMPANY LIMITED*
BY: MARE SERVICES LTD.
BY: /s/ Joseph Cefai
-------------------------------
Name: Joseph Cefai
Title: Director
SPHINX INVESTMENT CORP.*
BY: MARE SERVICES LTD.
BY: /s/ Joseph Cefai
-------------------------------
Name: Joseph Cefai
Title: Director
* The Reporting Persons disclaim beneficial ownership except to the extent of
their pecuniary interest therein.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated April 18, 2008 relating to
the common stock of DryShips Inc. shall be filed on behalf of the undersigned.
ELIOS INVESTMENTS INC.
BY: /s/ Dr. Renato Cefai
- -------------------------------
Name: Dr. Renato Cefai
Title: Sole Director
/s/ George Economou
------------------------
George Economou
FABIANA SERVICES S.A.*
BY: /s/ Andri Papadopoulou
------------------------------
Name: Andri Papadopoulou
Title: Sole Director
GOODWILL SHIPPING COMPANY LIMITED*
BY: MARE SERVICES LTD.
BY: /s/ Joseph Cefai
------------------------------
Name: Joseph Cefai
Title: Director
SPHINX INVESTMENT CORP.*
BY: MARE SERVICES LTD.
BY: /s/ Joseph Cefai
-----------------------------
Name: Joseph Cefai
Title: Director
April 18, 2008
Exhibit B
Transactions in the Shares
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Number of Shares
Date of Transaction Purchase/(SOLD) Price of Shares
Fabiana Services S.A.*
4/10/2008 1,000,000 0
* George Economou is the controlling person of Fabiana Services S.A. and
therefore may be deemed to be the beneficial owner of these Shares. The Issuer
issued these shares pursuant to the Issuer's 2008 Equity Incentive Plan.
SK 23113 0002 874283 v5