UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. ___)*
Ultrapetrol (Bahamas) Limited
(Name of Issuer)
Common Shares, $0.01 par value
(Title of Class of Securities)
P94398107
(CUSIP Number)
December 31, 2007
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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 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).
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CUSIP No. P94398107 13G Page 2 of 5 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chilton Investment Company, LLC
87-0742367
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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5. SOLE VOTING POWER
2,249,979
NUMBER OF ------------------------------------------------------------------
SHARES 6. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ------------------------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON
WITH 2,249,979
------------------------------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,249,979
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See
Instructions)
[ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.7%
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12. TYPE OF REPORTING PERSON (See Instructions)
IA
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CUSIP No. P94398107 13G Page 3 of 5 Pages
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Item 1(a). Name of Issuer.
Ultrapetrol (Bahamas) Limited
Item 1(b). Address of Issuer's Principal Executive Offices.
Ocean Centre, Montagu Foreshore, East Bay Street, Nassau,
Bahamas, P.O. Box SS-19084
Item 2(a). Names of Person Filing.
Chilton Investment Company, LLC
Item 2(b). Address of Principal Business Office or, if None, Residence.
1266 East Main Street, 7th Floor
Stamford, CT 06902
Item 2(c). Citizenship.
State of Delaware
Item 2(d). Title of Class of Securities.
Common Stock, $0.01 par value
Item 2(e). CUSIP Number.
P94398107
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or
(c), Check Whether the Person Filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Exchange
Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) |_| Investment company registered under Section 8 of the Investment
Company Act.
(e) |X| An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment Company
Act;
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP No. P94398107 13G Page 4 of 5 Pages
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Item 4. Ownership.
(a) Amount beneficially owned: 2,249,979 shares
(b) Percent of class: 6.7%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,249,979
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition
of: 2,249,979
(iv) Shared power to dispose or to direct the disposition
of: 0
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.
Inapplicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company or Control Person.
Inapplicable.
Item 8. Identification and Classification of Members of the Group.
Inapplicable.
Item 9. Notice of Dissolution of Group.
Inapplicable.
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CUSIP No. P94398107 13G Page 5 of 5 Pages
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Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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.
Date: February 14, 2008
Chilton Investment Company, LLC
By: /s/ James Steinthal
-------------------------------------
Name: James Steinthal
Title: Managing Director