UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Euroseas Ltd.
-----------------
(Name of Issuer)
Common Shares, $0.03 par value
-----------------------------
(Title of Class of Securities)
Y23592 20 0
---------
(CUSIP Number)
Friends Investment Company Inc.
Aethrion Center
40 Ag. Konstantinou Street
151 24 Maroussi, Greece
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 21, 2008
--------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g),, check the
following box [X].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. Y23592 20 0 SCHEDULE 13D
------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON Friends Investment Company Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
------------------------------------------------------------------------------
3. SEC USE ONLY
------------------------------------------------------------------------------
4. SOURCE OF FUNDS* WC
------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION Republic of the Marshall Islands
------------------------------------------------------------------------------
7. SOLE VOTING POWER 10,171,182
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER -0-
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER 10,171,182
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER -0-
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,171,182
------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.3%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
------------------------------------------------------------------------------
CUSIP NO. Y23592 20 0 SCHEDULE 13D
Item 1. Security and Issuer
----------------------------
This Schedule 13D relates to shares of common shares, $0.03 par value (the
"Shares") of Euroseas Ltd., a Marshall Islands corporation (the "Issuer"). The
principal executive office and mailing address of the Issuer is Aethrion Center,
40 Ag. Konstantinou Street, 151 24 Maroussi, Greece.
Item 2. Identity and Background
--------------------------------
This Schedule 13D is being filed on behalf of Friends Investment Company Inc.
(the "Reporting Person").
(a, b, c) The address of the Reporting Person's principal place of business is
Aethrion Center, 40 Ag. Konstantinou Street, 151 24 Maroussi, Greece. The
principal business of the Reporting Person is acting as an investment holding
company. The name, citizenship, present principal occupation and the name,
principal business and address of any corporation or other organization in which
such employment is conducted of each executive officer and director of the
Reporting Person is set forth below. Unless otherwise indicated, the present
principal occupation of each person is with the Reporting Person. If no business
address is given, the director's or executive officer's address is Aethrion
Center, 40 Ag. Konstantinou Street, 151 24 Maroussi, Greece.
Aristides P. Pittas President, Director Mr. Pittas is a citizen of Greece. His principal
occupation is serving as Vice Chairman of the Issuer.
Aristides J. Pittas Vice President/ Director Mr. Pittas is a citizen of Greece. His principal
occupation is serving as Chairman, CEO and President of the
Issuer and President of Eurobulk Ltd.
Nikolaos J. Pittas Treasurer/Secretary/ Director Mr. Pittas is a citizen of Greece. His principal
occupation is serving as the financial manager of Eurobulk
Ltd.
George Skarvelis Director Mr. Skarvelis is a citizen of Greece. His principal
occupation is serving as manager of Marine Spirit.
Emmanuel Pittas Director Mr. Pittas is a citizen of Greece. His principal
occupation is serving as vice president of Eurobulk Ltd.
(d, e) To the best knowledge of the Reporting Person, none of the entities or
persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, 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.
Item 3. Source and Amount of Funds or Other Consideration
----------------------------------------------------------
The source of funds for the purchases of 10,171,182 Shares held in the account
of the Reporting Person was the working capital of the Reporting Person.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business and
certain funds borrowed from Oppenheimer and Co. pursuant to a loan under which
5,000,000 Shares serve as collateral.
The other persons named in response to Item 2 hold the following number of
Shares in their accounts which they received pursuant to the Issuer's Stock
Incentive Plan (except for 10,000 shares owned by George Skarvelis which were
purchased in open market transactions):
Aristides P. Pittas 0 vested Shares, 20,000 unvested Shares
Aristides J. Pittas 35,000 vested Shares, 75,000 unvested Shares
Nikolaos J. Pittas 10,000 vested Shares, 20,000 unvested Shares
George Skarvelis 15,000 vested Shares, 10,000 unvested Shares
Emmanuel Pittas 10,000 vested Shares, 20,000 unvested Shares
Item 4. Purpose of Transaction
-------------------------------
The Reporting Person has acquired its Shares of the Issuer for investment. The
Reporting Person evaluates its investment in the Shares on a continual basis.
The Reporting Person has no plans or proposals as of the date of this filing
which, other than as expressly set forth below, relate to, or would result in,
any of the actions enumerated in Item 4 of the instructions to Schedule 13D.
Aristides J. Pittas, who serves as the Vice President and a director of the
Reporting Person, is the Chairman, President, Chief Executive Officer and a
Class A Director of the Issuer. Aristides P. Pittas, who serves as the President
and a director of the Reporting Person, is the Vice Chairman and a Class A
Director of the Issuer. George Skarvelis, who serves as a director of the
Reporting Person, is a Class B Director of the Issuer.
Item 5. Interest in Securities of the Issuer
---------------------------------------------
(a), (b) According to the Issuer's press release filed on Form 6-K, there were
30,508,111 Shares issued and outstanding as of November 19, 2008. Based on such
information, after taking into account the transactions described in Exhibit A
attached hereto, the Reporting Person reports beneficial ownership of the
following Shares:
The Reporting Person may be deemed to beneficially own 10,171,182 Shares,
representing approximately 33.3% of the outstanding Shares of the Issuer. The
Reporting Person has the sole power to vote 10,171,182 Shares and the shared
power to vote 0 Shares. The Reporting Person has the sole power to dispose of
10,171,182 Shares and the shared power to dispose of 0 Shares.
None of the other persons named in response to Item 2 have the sole power to
vote or to direct the vote, the shared power to vote or direct the vote, the
sole power to dispose or to direct the disposition of the Shares that are the
subject of this Statement.
(c) Exhibit A annexed hereto lists all transactions in the Shares during the
past sixty days by the Reporting Person. All of such transactions were effected
through authorized brokers by the Reporting Person. To the best of the Reporting
Person's knowledge, other than as set forth below, none of the other persons
named in response to Item 2, were involved in any transactions in the Shares
during the past sixty days.
Aristides P. Pittas 10,000 unvested Shares received pursuant to the
Issuer's Stock Incentive Plan
Aristides J. Pittas 40,000 unvested Shares received pursuant to the
Issuer's Stock Incentive Plan
Nikolaos J. Pittas 10,000 unvested Shares received pursuant to the
Issuer's Stock Incentive Plan
George Skarvelis 5,000 unvested Shares received
pursuant to the Issuer's Stock Incentive Plan
and 10,000 vested shares purchased in open market
transactions
Emmanuel Pittas 10,000 unvested Shares received pursuant to the
Issuer's Stock Incentive Plan
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, any of the
Issuer's Shares beneficially owned by the Reporting Person.
(e) Not applicable.
-----------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Reporting Person does not have any contract, arrangement, understanding or
relationship with any person with respect to the Shares, other than a
registration rights agreement with the Issuer pursuant to which the Issuer has
agreed to register certain Shares.
-----------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits
-----------------------------------------
Exhibit A -- List of transactions in the Shares during the past sixty days.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 1, 2008
FRIENDS INVESTMENT COMPANY INC.
By: /s/ Aristides J.Pittas
Name: Aristides J. Pittas
Title: Vice President
Exhibit A
SHARES
DATE PURCHASED/(SOLD) PRICE PER SHARE
---- ---------------- ---------------
06/13/2008 20000 13.15
06/16/2008 20000 13.29
06/19/2008 5100 13.29
06/20/2008 1555 13.00
06/20/2008 20000 13.28
06/23/2008 20000 13.26
06/24/2008 10000 12.83
06/26/2008 4300 12.95
06/27/2008 200 12.92
06/27/2008 5000 12.97
06/27/2008 5000 12.99
06/27/2008 5000 13.07
06/30/2008 5000 13.02
09/19/2008 2753 10.01
09/22/2008 4250 9.91
09/22/2008 5000 9.96
09/22/2008 5000 10.01
09/23/2008 2100 9.27
09/23/2008 5000 9.32
09/23/2008 10000 9.37
09/24/2008 8281 9.10
09/25/2008 15000 9.25
09/26/2008 5000 8.62
09/26/2008 5000 8.69
09/26/2008 5000 8.77
09/26/2008 5000 8.82
09/26/2008 15000 8.86
09/29/2008 2996 7.47
09/29/2008 5000 7.52
09/29/2008 5000 7.87
09/29/2008 5000 7.92
09/29/2008 5000 7.97
09/29/2008 10000 8.02
09/30/2008 5000 8.01
11/14/2008 10000 4.41
11/17/2008 10000 4.32
11/17/2008 8854 4.21
11/18/2008 10000 4.22
11/18/2008 10000 4.25
11/19/2008 10000 3.72
11/19/2008 10000 3.91
11/19/2008 10000 4.11
11/19/2008 10000 4.11
11/19/2008 10000 4.12
11/19/2008 10000 4.12
11/19/2008 10000 4.12
11/19/2008 20000 3.80
11/19/2008 20000 4.11
11/20/2008 10000 3.22
11/20/2008 10000 3.24
11/20/2008 10000 3.27
11/20/2008 10000 3.30
11/20/2008 10000 3.32
11/20/2008 10000 3.34
11/20/2008 10000 3.36
11/20/2008 10000 3.37
11/20/2008 10000 3.37
11/20/2008 10000 3.42
11/21/2008 6540 3.32
11/21/2008 6903 3.27
11/21/2008 14500 3.19
11/21/2008 15000 3.57
11/21/2008 20000 3.11
11/21/2008 20000 3.15
11/21/2008 20000 3.36
11/21/2008 40000 3.59
11/24/2008 10000 3.47
11/24/2008 10000 3.48
11/24/2008 20000 3.42
11/25/2008 29 3.52
11/25/2008 10000 3.62
11/25/2008 10000 3.66
11/25/2008 10000 3.72
11/26/2008 9765 3.72
12/1/2008 20000 3.80
SK 02558 0005 943141