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
For the month of December 2006
Commission File Number
TOP TANKERS INC.
(Translation of registrant's name into English)
1, Vassilissis Sofias Meg. Alexandrou Str.
151 24 Maroussi
Greece
(Address of principal executive office)
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 [ X ] 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): ___
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: ___
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 ]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): ________.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Included in this report on Form 6-K as Exhibit 1 is the press release issued by
TOP Tankers Inc. (the "Company") on November 29, 2006 announcing the resignation
of the Company's independent auditors and date of the Company's third quarter
earnings release.
Exhibit 1
[GRAPHIC OMITTED]
NEWS RELEASE for November 29, 2006 at 7:35 am EST
-------------------------------------------------
Contact: Michael Mason (investors) Stamatis Tsantanis, CFO
Allen & Caron Inc TOP Tankers Inc
212 691 8087 011 30 210 812 8199
michaelm@allencaron.com snt@toptankers.com
TOP TANKERS ANNOUNCES RESIGNATION OF INDEPENDENT AUDITORS
AND DATE OF THIRD QUARTER EARNINGS RELEASE
ATHENS, GREECE (November 29, 2006) ... TOP Tankers Inc (NasdaqGS:TOPT),
announced today that its auditors, Ernst & Young, ("E&Y"), have resigned as the
Company's independent auditors. This resignation occurred as the Company and E&Y
were in ongoing discussions to finalize their review of the third quarter 2006
results.
The discussions related to a disagreement over the accounting treatment of
certain aspects of the sale and leaseback of thirteen vessels that closed in
March and April 2006.
The Company believes that its accounting treatment of the sale and leaseback
transactions, which was also approved by the Audit Committee of the Company's
Board of Directors, was appropriate.
E&Y had previously reviewed the Company's interim unaudited financial statements
and the relevant earnings releases for the first and second quarters of 2006.
However, the Company has decided to restate its interim unaudited financial
statements for the first and second quarters of 2006, in accordance with E&Y's
later recommendations.
The Company estimates that this restatement will reduce net income per share by
up to $0.02 for the first quarter of 2006 and up to a $0.09 per share for the
second quarter of 2006. In addition there will be some balance sheet adjustments
for the same periods. Analytical tables with the restated amounts will be
provided in the Company's earnings release.
The restatement will not affect the Company's audited financial statements for
the years ended December 31, 2004 and 2005.
The Company is currently discussing with another major accounting firm that
firm's appointment as the Company's independent auditors.
Earnings Release and Conference Call
The Company also announced plans to release its third quarter 2006 results on
Thursday, December 7, 2006 at 7:35 AM EST. The Company's management will host a
conference call to review the results and discuss other corporate news and its
outlook that same day at 11:00 AM EST.
Participants should dial into the call 10-15 minutes before the scheduled time
using the following numbers: 877 407 8035 (from the US and Canada) or +1 201 689
8035 (from outside the US and Canada). A live webcast of the conference call
will also be accessible via the Internet at www.toptankers.com, or by going to
www.investorcalendar.com.
The telephonic replay of the conference call will be available by dialing 877
660 6853 (from the US and Canada) or +1 201 612 7415 (from outside the US and
Canada) and by entering account number 286 and conference ID number 219731. An
online archive will also be available immediately following the call at the
sites noted above. Both are available for one week, through December 14, 2006.
About TOP Tankers Inc
TOP Tankers Inc is an international provider of worldwide seaborne crude
oil and petroleum products transportation services. Upon delivery of the vessel
Topless to its new owners, the Company will operate a fleet of 24 tankers,
consisting of 13 double-hull Suezmax tankers and 11 double-hull Handymax
tankers, with a total carrying capacity of approximately 2.5 million dwt, of
which 88% are sister ships. Sixteen of the Company's 24 tankers will be on time
charter contracts with an average term of over three years with all but two of
the time charters including profit sharing agreements.
Forward Looking Statement
Matters discussed in this release may constitute forward-looking statements.
Forward-looking statements reflect our current views with respect to future
events and financial performance and may 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 forward-looking statements in this release are based upon various
assumptions, many of which are based, in turn, upon further assumptions,
including without limitation, management's examination of historical operating
trends, data contained in our records and other data available from third
parties. Although TOP Tankers believes 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, TOP Tankers cannot assure you that it will achieve or
accomplish these expectations, beliefs or projections.
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
changes in charterhire rates and vessel values, failure of a seller to deliver
one or more vessels, failure of a buyer to accept delivery of a vessel,
inability to procure acquisition financing, changes in demand for oil and
petroleum products, the effect of changes in OPEC's petroleum production levels
and worldwide oil consumption and storage, changes in demand that may affect
attitudes of time charterers, scheduled and unscheduled drydocking, changes in
our voyage and operating expenses, including bunker prices, dry- docking and
insurance costs, changes in governmental rules and regulations including
requirements for double-hull tankers or actions taken by regulatory authorities,
potential liability from pending or future litigation, domestic and
international political conditions, potential disruption of shipping routes due
to accidents and political events or acts by terrorists.
Risks and uncertainties are further described in reports filed by TOP
Tankers with the US Securities and Exchange Commission.
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.
TOP TANKERS INC.
Dated: December 5, 2006 By: /s/ Stamatis N. Tsantanis
------------------------------
Name: Stamatis N. Tsantanis
Title: Chief Financial Officer
SK 23116 0001 727721