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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
COMMODORE HOLDINGS LIMITED
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(Name of Issuer)
Common Stock, $.01 Par Value
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(Title of Class of Securities)
G23257 11 9
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(CUSIP Number)
Page 1 of 6 pages
There are no exhibits
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CUSIP No. G23257 11 9
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(1) Names of Reporting Persons EFF-SHIPPING LTD.
-------------------------------------------------
S.S. or I.R.S. Identification Nos. of Above Persons
------------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ] (b) [ ]
(3) SEC Use Only
---------------------------------------------------------------
(4) Citizenship or Place of Organization Organized under the laws of Panama
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Number (5) Sole Voting Power -0-
of -----------------------------
Shares
Beneficially (6) Shared Voting Power 442,055
Owned ---------------------------
by
Each
Reporting (7) Sole Dispositive Power -0-
Person -------------------------
With
(8) Shared Dispositive Power 442,055
----------------------
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 442,055(1)
-------------------------------------------------------------------
(10) Check if the Aggregate Amount in Row(9) Excludes Certain Shares
(See Instructions) [ ]
--------
(11) Percent of Class Represented by Amount in Row (9) 7.3%(2)
-------------------------
(12) Type of Reporting Person (See Instructions) CO
-----------------------------
- -------------------
1 Pursuant to agreements between EFF-Shipping Ltd. ("EFF-Shipping") and
the Issuer, EFF-Shipping acquired 1,000,000 shares of the Issuer's 7%
Cumulative Convertible Redeemable Series A Preferred Stock at a value
of $4.00 per share (the "Preferred Stock"). Additionally, in 1996,
1997 and 1998 the Issuer issued an aggregate of 6,979, 20,251 and
14,825 shares, respectively, of Preferred Stock to EFF-Shipping in
payment of a dividend on the previously issued shares of Preferred
Stock. On March 31, 1998, Eff-Shipping sold 600,000 shares of
Preferred Stock. The Preferred Stock is convertible at any time by
EFF-Shipping into shares of the Issuer's Common Stock at a conversion
rate equal to the greater of (i) $4.00 per share or (ii) a price per
share equal to eight (8) times the Issuer's earnings per share for
its prior fiscal year. Had the conversion of the Preferred Stock
occurred as of the date hereof, an aggregate of 442,055 shares of
Common Stock would be issuable to EFF-Shipping. EFF-Shipping is the
wholly-owned subsidiary of Silja Oy Ab, a Finnish corporation.
2 Calculated on the basis of (i) 5,581,933 shares of Common Stock
outstanding on February 12, 1998, as reported in the Issuer's 10-Q
for the fiscal quarter ended December 31, 1997, plus (ii) 442,055
shares of Common Stock which would be issuable to EFF-Shipping upon
conversion of the Preferred Stock as of the date hereof.
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CUSIP No. G23257 11 9
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(1) Names of Reporting Persons SILJA OY AB
---------------------------------------------
S.S. or I.R.S. Identification Nos. of Above Persons
--------------------
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ] (b) [ ]
(3) SEC Use Only
----------------------------------------------------------
(4) Citizenship or Place of Organization Organized under the laws of Finland
-----------------------------------
Number (5) Sole Voting Power -0-
of -------------------
Shares
Beneficially
Owned (6) Shared Voting Power 442,055
by ----------------
Each (7) Sole Dispositive Power -0-
Reporting --------------
Person
With (8) Shared Dispositive Power 442,055
------------
(9) Aggregate Amount Beneficially Owned by Each Reporting
Person 442,055(1)
--------------------------------------------------------------
(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
--------
(11) Percent of Class Represented by Amount in Row (9) 7.3%(2)
--------------------
(12) Type of Reporting Person (See Instructions) CO
--------------------------
- -------------------
1 Pursuant to agreements between EFF-Shipping Ltd., a Panamanian
corporation wholly-owned by Silja Oy Ab ("EFF-Shipping"), and the
Issuer, EFF-Shipping acquired 1,000,000 shares of the Issuer's 7%
Cumulative Convertible Redeemable Series A Preferred Stock at a value
of $4.00 per share (the "Preferred Stock"). Additionally, in 1996,
1997 and 1998 the Issuer issued an aggregate of 6,979, 20,251 and
14,825 shares, respectively, of Preferred Stock to EFF-Shipping in
payment of a dividend on the previously issued shares of Preferred
Stock. On March 31, 1998, Eff-Shipping sold 600,000 shares of
Preferred Stock. The Preferred Stock is convertible at any time by
EFF-Shipping into shares of the Issuer's Common Stock at a conversion
rate equal to the greater of (i) $4.00 per share or (ii) a price per
share equal to eight (8) times the Issuer's earnings per share for
its prior fiscal year. Had the conversion of the Preferred Stock
occurred as of the date hereof, an aggregate of 442,055 shares of
Common Stock would be issuable to EFF-Shipping.
2 Calculated on the basis of (i) 5,581,933 shares of Common Stock
outstanding on February 12, 1998, as reported in the Issuer's 10-Q
for the fiscal quarter ended December 31, 1997, plus (ii) 442,055
shares of Common Stock which would be issuable to EFF-Shipping upon
conversion of the Preferred Stock as of the date hereof.
- --------------------------
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Item 1(a). Name of Issuer:
COMMODORE HOLDINGS LIMITED
Item 1(b). Address of Issuer's Principal Executive Offices:
4000 Hollywood Boulevard, Suite 385-S, South Tower
Hollywood, Florida 33021
Item 2(a). Name of Person Filing:
EFF-Shipping Ltd. and Silja Oy Ab
Item 2(b). Address of Principal Business Office:
Bulevardi 1A
FIN-00101
Helsinki, Finland
Item 2(c). Citizenship:
EFF-Shipping Ltd. is a Panamanian corporation wholly-owned
by Silja Oy Ab. Silja Oy Ab is a Finnish
corporation.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 Par Value
Item 2(e). CUSIP Number: G23257 11 9
Item 3. If this statement is filed pursuant to Rules 13d-1(b),
or 13d-2(b), identify the status of the person filing.
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned: 442,055 shares(1).
(b) Percent of Class: 7.3%(2)
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote -0-
-----
(ii) shared power to vote or to
direct the vote 442,055(1)
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(iii) sole power to dispose or to -0-
----
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direct the disposition of
(iv) shared power to dispose or to
direct the disposition of 442,055(1)
--------------
- --------------------
1 Pursuant to agreements between EFF-Shipping ("EFF-Shipping"), and the
Issuer, EFF-Shipping acquired 1,000,000 shares of the Issuer's 7%
Cumulative Convertible Redeemable Series A Preferred Stock at a value
of $4.00 per share (the "Preferred Stock"). Additionally, in 1996,
1997 and 1998 the Issuer issued an aggregate of 6,979, 20,251 and
14,825 shares, respectively, of Preferred Stock to EFF-Shipping in
payment of a dividend on the previously issued shares of Preferred
Stock. On March 31, 1998, Eff-Shipping sold 600,000 shares of
Preferred stock. The Preferred Stock is convertible at any time by
EFF-Shipping into shares of the Issuer's Common Stock at a conversion
rate equal to the greater of (i) $4.00 per share or (ii) a price per
share equal to eight (8) times the Issuer's earnings per share for
its prior fiscal year. Had the conversion of the Preferred Stock
occurred as of the date hereof, an aggregate of 442,055 shares of
Common Stock would be issuable to EFF-Shipping.
2 Calculated on the basis of (i) 5,581,933 shares of Common Stock
outstanding on February 12, 1998, as reported in the Issuer's 10-Q
for the fiscal quarter ended December 31, 1997, plus (ii) 442,055
shares of Common Stock which would be issuable to the reporting
person upon conversion of the Preferred Stock as of the date hereof.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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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 10, 1998 EFF-SHIPPING LTD., a Panamanian
corporation
By:/s/ Patrick Doyle
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SILJA OY AB, a Finnish corporation
By:/s/ Patrick Doyle
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