FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of June 2005
NORDIC AMERICAN TANKER SHIPPING LIMITED
(Translation of registrant's name into English)
Canon's Court
22 Victoria Street
Hamilton HM 12
Bermuda
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
----- -----
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 X
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 1 is a copy of the Notice of Annual General
Meeting of Shareholder of Nordic American Tanker Shipping Limited (the
"Company") Proxy Statement and the accompanying letter to shareholders of the
Company, each dated May 25, 2005, in connection with the Annual General Meeting
of the Company to be held June 20, 2005.
[company logo]
May 25, 2005
TO THE SHAREHOLDERS OF
NORDIC AMERICAN TANKER SHIPPING LIMITED
Enclosed is a Notice of Annual General Meeting of Shareholders ("Notice")
of Nordic American Tanker Shipping Limited (the "Company") which will be held at
the offices of Seward & Kissel LLP, 20th Floor, One Battery Park Plaza, New
York, New York, on June 20, 2005 at 11:00 a.m. (Eastern Daylight Time), and
related materials.
At this Annual General Meeting (the "Meeting"), the shareholders of the
Company will consider and vote upon proposals:
1. To elect a total of seven directors to serve until the next Annual General
Meeting of shareholders ("Proposal One");
2. To approve the appointment of Deloitte & Touche as the Company's
independent auditors for the fiscal year ending December 31, 2005
("Proposal Two"); and
3. To transact other such business as may properly come before the meeting or
any adjournment thereof.
Adoption of Proposals One and Two requires the affirmative vote of a
majority of the holders of the Common Shares present and voting 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.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL 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
SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY
PROMPTLY WILL BE APPRECIATED.
ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED BY MANAGEMENT IN
FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY STATEMENT.
Very truly yours,
Herbjorn Hansson
Chairman and
Chief Executive Officer
NORDIC AMERICAN TANKER SHIPPING LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
JUNE 20, 2005
NOTICE IS HEREBY given that the Annual General Meeting of the shareholders
of Nordic American Tanker Shipping Limited (the "Company") will be held on June
20, 2005, at 11:00 a.m., Eastern Daylight Time, at the office of Seward & Kissel
LLP, 20th Floor, One Battery Park Plaza, New York, New York 10004, for the
following purposes, of which items 1 and 2 are more completely set forth in the
accompanying Proxy Statement:
1. To elect a total of seven Directors to serve until the next
Annual General Meeting of the shareholders;
2. To approve the appointment of Deloitte & Touche as the
Company's independent auditors for the fiscal year ending
December 31, 2005;
3. To lay before the shareholders the Company's audited
financial statements for the year ended December 31, 2004;
and
4. To transact other such business as may properly come
before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 23, 2005, as
the record date for the determination of the shareholders entitled to receive
notice and to vote at the Annual General Meeting or any adjournment or
postponement thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL GENERAL 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
SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY
PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL
BE VOTED BY MANAGEMENT IN FAVOR OF ALL PROPOSALS PRESENTED IN THE PROXY
STATEMENT.
IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. By
Order Of The Board Of Directors
Peter Bubenzer
Secretary
May 25, 2005
Hamilton, Bermuda
NORDIC AMERICAN TANKER SHIPPING LIMITED
----------------------
PROXY STATEMENT
FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 20, 2005
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors (the
"Board" or the "Directors") of Nordic American Tanker Shipping Limited, a
Bermuda company (the "Company"), for use at the Annual General Meeting of
Shareholders to be held at the offices of Seward & Kissel LLP, 20th Floor, One
Battery Park Plaza, New York, New York 10004, on June 20, 2005, at 11:00 a.m.,
Eastern Daylight Time, or at any adjournment or postponement thereof (the
"Meeting"), for the purposes set forth herein and in the accompanying Notice of
Annual General Meeting of Shareholders. This Proxy Statement and the
accompanying form of proxy are expected to be mailed to shareholders of the
Company entitled to vote at the General Meeting on or about May 25, 2005.
VOTING RIGHTS AND OUTSTANDING SHARES
On May 23, 2005 (the "Record Date"), the Company had outstanding 16,644,496
common shares, par value $0.01 per share ("Common Shares"). Each shareholder of
record at the close of business on the Record Date is entitled to one vote for
each Common Share then held. One or more shareholders representing at least one
third of the total voting rights of the Company present in person or by proxy at
the Meeting shall be a quorum for the purposes of the Meeting. The Common Shares
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 General
Meeting of Shareholders.
The Common Shares are listed on the New York Stock Exchange ("NYSE") under
the symbol "NAT."
REVOCABILITY OF PROXIES
A shareholder 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, as of June 1, 2005, Reid House, PO Box HM 1564,
31 Church Street, Hamilton HM FX, Bermuda, a written notice of revocation by a
duly executed proxy bearing a later date, or by attending the Meeting and voting
in person.
PROPOSAL ONE
ELECTION OF DIRECTORS
The Company currently has five directors. The Board of Directors has
determined to expand the Board to seven directors. As provided in the Company's
Bye-Laws, each Director is elected at each Annual General Meeting of
shareholders and shall hold office until his successor is elected or appointed
or until his earlier resignation or removal. The Board of Directors has
nominated the seven persons listed below, five of whom are current members of
the Board and two of whom are new nominees, for election as directors of the
Company.
Set forth below is information concerning each nominee for Director.
Unless the proxy is marked to indicate that such authorization is expressly
withheld, the persons named in the enclosed proxy intend to vote the shares
authorized thereby FOR the election of the following seven nominees. It is
expected that each of these nominees will be able to serve, but if before the
election it develops that any of the nominees are unavailable, the persons named
in the accompanying proxy will vote for the election of such substitute nominee
or nominees as the current Board of Directors may recommend.
Nominees For Election To The Company's Board Of Directors
---------------------------------------------------------
Information concerning the nominees for directors of the Company is set
forth below:
Name Age Position
---- --- --------
Herbjorn Hansson 57 Chairman, Chief Executive
Officer, President and Director
Hon. Sir David Gibbons 77 Director
George C. Lodge 77 Director
Andreas Ove Ugland 50 Director
Torbjorn Gladso 58 Director
Andrew W. March 50 Nominee
Paul J. Hopkins 57 Nominee
Herbjorn Hansson has been President and Chief Executive Officer of the
Company since July 1995. He is the majority shareholder and Deputy Chairman of
Scandic American Shipping Ltd. ("Scandic"), the Company's manager. He has been
President and Chief Executive Officer of Ugland Nordic Shipping ASA (the "Former
Manager"), the Company's previous manager, since September 1993. Mr. Hansson has
served as a director of the Company since July 1995 and as a director of the
Former Manager, since its organization in June 1989. Mr. Hansson served as the
Chairman of the Board of the Former Manager from June 1989 to September 1993.
Mr. Hansson has been involved in various aspects of the shipping industry and
international finance since the early 1970s, including serving as Chief
Economist of Intertanko, the International Association of Tanker Owners and
independent operators, from 1975-1980. He was an officer of the Anders
Jahre/Kosmos Group from 1980 to 1989, serving as Chief Financial Officer from
1983 to 1988.
Sir David Gibbons has been a director of the Company since September 1995.
Sir David served as the Prime Minister of Bermuda from August 1977 to January
1982. Sir David has served as Chairman of The Bank of N.T. Butterfield and Son
Limited from 1986 to 1997, Chairman of Colonial Insurance Co. Ltd. since 1986
and as Chief Executive Officer of Edmund Gibbons Ltd. since 1954.
George C. Lodge has been a director of the Company since September 1995.
Professor Lodge has been a member of the Harvard Business School faculty since
1963. He was named associate professor of business administration at Harvard in
1968 and received tenure in 1972.
Andreas Ove Ugland has been a director of the Company since February 1997.
Mr. Ugland has also served as director and Chairman of: Ugland International
Holding Plc, a shipping/transport company previously listed on the London Stock
Exchange, Andreas Ugland & Sons AS, Grimstad, Norway, H0egh Ugland Autoliners
AS, Oslo and Buld Associates Inc., Bermuda. Mr. Ugland has had his whole career
in shipping in the Ugland family owned shipping group. Mr. Ugland is a
shareholder and Chairman of Scandic.
Torbjorn Gladso has been a director of the Company since October 2003. Mr.
Glads0 is a partner in Saga Corporate Finance AS. He has extensive experience
within investment banking since 1978. He has been the Chairman of the Board of
the Norwegian Register of Securities and Vice Chairman of the Board of Directors
of the Oslo Stock Exchange.
Andrew W. March is a nominee as a director of the Company. Mr. March
currently serves in a management position with Vitol S.A., an international oil
trader, involved in supply, logistics and transport. From 1978 to 2004, Mr.
March served in various positions with subsidiaries of BP p.l.c., an
international oil major company. Most recently, from January 2001 to 2004, Mr.
March was Commercial Director of BP Shipping Ltd., responsible for all aspects
of the business including long term strategy. From 1986 to 2000, Mr. March was
employed in various positions with BP Trading, serving as Global Product Trading
Manager from 1999. Mr. March received his MBA from Liverpool University.
Paul J. Hopkins is a nominee as a director of the Company. Mr. Hopkins is a
Vice President and a director of Corridor Resources Inc., a Canadian publicly
traded exploration and production company. From 1989 through 1993 he served with
Lasmo as Project Manager during the start-up of the Cohasset/Panuke oilfield
offshore Nova Scotia, the first offshore oil production in Canada. Earlier, Mr.
Hopkins served as a consultant on frontier engineering and petroleum economic
evaluations in the international oil industry. Mr. Hopkins was seconded to
Chevron UK in 1978 to assist with the gas export system for the Ninian Field.
From 1973, he was employed with Ranger Oil (UK) Limited, being involved in the
drilling and production testing of oil wells in the North Sea. Through the end
of 1972 he worked with Shell Canada as part of its offshore Exploration Group.
Required Vote. Approval of Proposal One will require the affirmative vote
of the majority of the votes cast by shareholders entitled to vote in the
election.
Audit Committee. In accordance with the rules of the NYSE, the Company's
Board of Directors has established an Audit Committee, consisting of two
independent directors. The members of the Audit Committee are Messrs. Glads0 and
Ugland.
Officers. Mr. Hansson serves as the Company's President and Chief Executive
Officer. Rolf Amundsen is the Company's Chief Financial Officer.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE
PROPOSED DIRECTORS. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY
MANAGEMENT WILL BE VOTED IN FAVOR OF ALL SUCH PROPOSED DIRECTORS UNLESS A
CONTRARY VOTE IS SPECIFIED.
PROPOSAL TWO
APPROVAL OF APPOINTMENT OF
INDEPENDENT AUDITORS
The Board is submitting for approval at the Meeting the selection of
Deloitte & Touche as the Company's independent auditors for the fiscal year
2005. The Board will also lay before the Meeting the Company's audited financial
statements for the year ended December 31, 2004. These financial statements are
being distributed to shareholders as part of the Company's 2004 Annual Report.
Deloitte & Touche has advised the Company that the firm does not have any
direct or indirect financial interest in the Company, nor has such firm had any
such interest in connection with the Company during the past three fiscal years
other than in its capacity as the Company's independent auditors.
All services rendered by the independent auditors are subject to review by
the Audit Committee.
Required Vote. Approval of Proposal Two will require the affirmative vote
of the majority of the votes cast by shareholders entitled to vote in the
election.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
APPOINTMENT OF DELOITTE & TOUCHE AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE
2005 FISCAL YEAR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY
MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS
SPECIFIED. SOLICITATION
The cost of preparing and soliciting proxies will be borne by the Company.
Solicitation will be made primarily by mail, but shareholders may be solicited
by telephone, telegraph, or personal contact. The Board of Directors may retain
the services of Mellon Investor Services LLC for soliciting proxies from those
entities holding shares in street name.
EFFECT OF ABSTENTIONS
Abstentions will not be counted in determining whether Proposals One or Two
have been approved.
OTHER MATTERS
No other matters are expected to be presented for action at the Meeting.
By Order of the Directors
Peter Bubenzer
Secretary
May 25, 2005
Hamilton, Bermuda
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this press release may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995 provides safe
harbor protections for forward-looking statements in order to encourage
companies to provide prospective information about their business.
Forward-looking statements include statements concerning plans, objectives,
goals, strategies, future events or performance, and underlying assumptions and
other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995 and is including this
cautionary statement in connection with this safe harbor legislation. The words
"believe," "anticipate," "intend," "estimate," "forecast," "project," "plan,"
"potential," "will," "may," "should," "expect," "pending" and similar
expressions identify forward-looking statements.
The forward-looking statements in this press release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, our management's examination of historical
operating trends, data contained in our records and other data available from
third parties. Although we believe that these assumptions were reasonable when
made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and
are beyond our control, we cannot assure you that we will achieve or accomplish
these expectations, beliefs or projections. We undertake no obligation to update
any forward-looking statement, whether as a result of new information, future
events or otherwise.
Important factors that, in our view, could cause actual results to differ
materially from those discussed in the forward-looking statements include the
strength of world economies and currencies, general market conditions, including
fluctuations in charter rates and vessel values, changes in demand in the tanker
market, as a result of changes in OPEC's petroleum production levels and world
wide oil consumption and storage, changes in our operating expenses, including
bunker prices, drydocking and insurance costs, the market for our vessels,
availability of financing and refinancing, changes in governmental rules and
regulations or actions taken by regulatory authorities, potential liability from
pending or future litigation, general domestic and international political
conditions, potential disruption of shipping routes due to accidents or
political events, vessels breakdowns and instances of off-hires and other
important factors described from time to time in the reports filed by the
Company with the Securities and Exchange Commission, including reports filed by
the Company with the Securities and Exchange Commission, including our Annual
Report on Form 20-F.
Contacts:
Scandic American Shipping Ltd
Manager for
Nordic American Tanker Shipping Ltd.
P.O Box 56
3201 Sandefjord
Norway
Tel: + 47 33 42 73 00
E-mail: info@scandicamerican.com
Web-site: www.nat.bm
Rolf Amundsen
Chief Financial Officer
Nordic American Tanker Shipping Ltd.
Tel: +1 800 601 9079 or + 47 908 26 906
Herbjorn Hansson
Chairman & CEO
Nordic American Tanker Shipping Ltd.
Tel: +1 866 805 9504 or + 47 901 46 291
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.
NORDIC AMERICAN TANKER SHIPPING LIMITED
(registrant)
Dated: June 16, 2005 By: /s/ Herbjorn Hansson
----------------------------
Herbjorn Hansson
Chairman, Chief Executive
Officer and President
01318.0002 #576252