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
DATE
OF REPORT: JULY 1, 2008
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
ý Form
40-F ¨
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 ¨ No ý
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 ¨ No ý
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 ¨ No
ý
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 copy of a letter to the Limited Partners of Capital Product
Partners L.P., dated July 1, 2008.
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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Title: Chief
Executive Officer and
Chief Financial Officer of Capital GP L.L.C. |
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Dated: July
1, 2008
Exhibit
I
July
1, 2008
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 25, 2008, 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 I Director to serve until the 2011 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 (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, (excluding
common units owned by the general partner of the Company or its affiliates), and
the affirmative vote of a majority of
the outstanding subordinated units 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
July
1, 2008
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 25, 2008, 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 I Director to serve until the 2011 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 (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 27, 2008 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 25, 2008
________________________
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 25, 2008, 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 3, 2008.
VOTING RIGHTS AND
OUTSTANDING SHARES
On June 27, 2008 (the “Record Date”), the Company
had outstanding 16,011,629 common units (the “Common Units”),
8,805,522 subordinated units (the
“Subordinated Units”) and 506,472 general partner units. Each Limited
Partner of record at the close of business on the Record Date is entitled to one
vote for each Common Unit, and, for purposes of Proposal Two, each Subordinated
Unit. 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, and for purposes of Proposal Two, the Subordinated 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, 2007 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 or +1 (203) 539-6273.
Email:
info@capitalpplp.com
or m.serckhanssen@capitalpplp.com
PROPOSAL
ONE
ELECTION
OF CLASS I 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. 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 Robert P. Curt, a Class I
Director, for re-election as a director whose term would expire at the 2011
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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Robert
P. Curt
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57
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Class
I Director
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Robert P. Curt joined our
board of directors on July 24, 2007 and serves on our conflicts committee and
our audit committee. He had been a career executive for more than 30 years with
ExxonMobil, and was named General Manager of ExxonMobil's Marine Transportation
department following the merger of Exxon and Mobil in 1999. In 2003, he was
seconded to Qatargas to lead its LNG vessel acquisition program and subsequently
was appointed Managing Director of Qatar Gas Transport Company, the world's
largest owner of LNG vessels. In 2006, he returned to the U.S., where he served
as Vice President in ExxonMobil's SeaRiver subsidiary. Mr. Curt received his
B.S. degree in Marine Engineering from the U.S. Merchant Marine Academy, Kings
Point, and holds an MBA in Finance from Iona College.
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 & Partners 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.
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 any Outstanding Units of the class or classes for which such meeting
has been called 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 Outstanding Units of the class or classes
for which the meeting has been called 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
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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July 1,
2008
Piraeus,
Greece