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 May 2009
Commission
File Number: 001-13944
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NORDIC
AMERICAN TANKER SHIPPING LIMITED
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(Translation
of registrant’s name into English)
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LOM
Building, 27 Reid Street, Hamilton, HM 11, Bermuda
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(Address
of principal executive office)
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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): [ ].
Note: Regulation S-T Rule
101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely
to provide an attached annual report to security holders.
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): [ ].
Note: Regulation S-T Rule
101(b)(7) only permits the submission in paper of a Form 6-K if submitted to
furnish a report or other document that the registrant foreign private issuer
must furnish and make public under the laws of the jurisdiction in which the
registrant is incorporated, domiciled or legally organized (the registrant's
"home country"), or under the rules of the home country exchange on which the
registrant's securities are traded, as long as the report or other document is
not a press release, is not required to be and has not been distributed to the
registrant's security holders, and, if discussing a material event, has already
been the subject of a Form 6-K submission or other Commission filing on
EDGAR.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Attached
as Exhibit 1 is the notice of Annual General Meeting and Proxy
Statement of Nordic American Tanker Shipping Limited.
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)
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Dated: May
18, 2009
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By:
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/s/
Herbjørn Hansson
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Herbjørn
Hansson
Chairman,
Chief Executive Officer and
President
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Nordic
American Tanker Shipping Limited
May 13,
2009
TO
THE SHAREHOLDERS OF
NORDIC
AMERICAN TANKER SHIPPING LIMITED
Enclosed
is a Notice of Annual General Meeting of Shareholders of Nordic American Tanker
Shipping Limited (the "Company") and related materials. The Annual General
Meeting will be held at the Company's offices located at the LOM Building, 27
Reid Street, Hamilton, Bermuda on June 19, 2009, at 10:00 a.m. Bermuda
time.
At this
Annual General Meeting of Shareholders (the "Meeting"), the shareholders of the
Company will consider and vote upon proposals:
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1.
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To
increase to nine the maximum number of Directors that may serve on the
Company's Board of Directors and to deem any vacancy arising as a "casual
vacancy" within the meaning of Section 76 of the Company's bye-laws,
delegating to the Board of Directors the authority to fill any such
vacancy or vacancies ("Proposal
One");
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2.
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To
elect a total of seven Directors to serve until the next Annual General
Meeting of Shareholders ("Proposal
Two");
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3.
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To
ratify and approve the reduction of the Company's paid up share capital by
approximately $107.1 million, which is the amount of share capital which
exceeds the aggregate par value of the outstanding common shares, par
value $0.01 per share, of the Company ("Proposal
Three");
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4.
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To
ratify the appointment of Deloitte AS as the Company's independent
auditors for the fiscal year ending December 31, 2009 ("Proposal Four");
and
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5.
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To
transact other such business as may properly come before the meeting or
any adjournment thereof.
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Adoption
of Proposals One, Two, Three or Four each requires the affirmative vote of a
majority of the votes cast at the meeting. We urge you to vote in favor of all
of the Proposals.
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, | ||
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| Herbjørn
Hansson Chairman, Chief Executive Officer and President |
NORDIC
AMERICAN TANKER SHIPPING LIMITED
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD JUNE 19, 2009
NOTICE IS
HEREBY given that the Annual General Meeting of Shareholders of Nordic American
Tanker Shipping Limited (the "Company") will be held on June 19, 2009 at 10:00
a.m. Bermuda time at the Company's offices located at the LOM Building, 27 Reid
Street, Hamilton, Bermuda, for the following purposes, of which items 1 through
4 are more completely set forth in the accompanying Proxy
Statement:
1. To
increase to nine the maximum number of Directors that may serve on the Company's
Board of Directors and to deem any vacancy arising as a "casual vacancy" within
the meaning of Section 76 of the Company's bye-laws, delegating to the Board of
Directors the authority to fill any such vacancy or vacancies;
2. To
elect a total of seven Directors to serve until the next Annual General Meeting
of Shareholders;
3. To
ratify and approve the reduction of the Company's paid up share capital by
approximately $107.1 million, which is the amount of share capital which exceeds
the aggregate par value of the outstanding common shares, par value $0.01 per
share, of the Company;
4. To
ratify the appointment of Deloitte AS as the Company's independent auditors for
the fiscal year ending December 31, 2009;
5. To
lay before the shareholders the Company's audited financial statements for the
year ended December 31, 2008; and
6. 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 5, 2009 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.
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By
Order Of The Board Of Directors
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Timothy
J Counsell
Secretary
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May
13, 2009
Hamilton,
Bermuda
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NORDIC
AMERICAN TANKER SHIPPING LIMITED
PROXY
STATEMENT
FOR
ANNUAL
GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON JUNE 19, 2009
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 Company's offices located at the LOM Building, 27 Reid Street,
Hamilton, Bermuda, at 10:00 a.m. Bermuda 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 Meeting on or about May 13,
2009.
VOTING RIGHTS AND
OUTSTANDING SHARES
On May 5,
2009 (the "Record Date"), the Company had outstanding 37,893,679 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, LOM Building, 27 Reid Street, Hamilton, Bermuda, a
written notice of revocation by a duly executed proxy bearing a later date, or
by attending the Meeting and voting in person.
1
PROPOSAL
ONE
EXPANSION
OF THE BOARD OF DIRECTORS
The
Company currently has seven Directors. As provided in the Company's bye-laws,
the Board of Directors is submitting for approval at the Meeting a proposal to
expand the Board to nine Directors and to deem any vacancy arising a "casual
vacancy," delegating to the Board the authority to fill such vacancy or
vacancies. The Board of Directors believes Proposal One is in the best interests
of the Company, as it will permit the Board of Directors to add qualified
candidates without the necessity of calling special shareholder meetings. Board
members will still be up for reelection by the shareholders at the next Annual
General Meeting. As set forth below, whether or not Proposal One is approved by
the shareholders, the Board will nominate seven persons at the Meeting for
election as Directors of the Company. If Proposal One is adopted, the vacancies
for the eighth and ninth positions may be filled in the future by the Board of
Directors.
Required Vote. Approval of
Proposal One will require the affirmative vote of the majority of the votes cast
by shareholders entitled to vote thereon.
THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE EXPANSION OF THE
MAXIMUM SIZE OF THE BOARD OF DIRECTORS TO NINE MEMBERS AND THE DETERMINATION
THAT ANY VACANCY ARISING BE DEEMED A CASUAL VACANCY, DELEGATING TO THE BOARD THE
AUTHORITY TO FILL SUCH VACANCY OR VACANCIES. UNLESS REVOKED AS PROVIDED ABOVE,
PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A
CONTRARY VOTE IS SPECIFIED.
PROPOSAL
TWO
ELECTION
OF DIRECTORS
The
Company currently has seven Directors. As provided in the Company's bye-laws,
each Director shall hold office until his successor is elected or appointed or
until his earlier resignation or removal. Irrespective of whether Proposal One
is approved at the Meeting, the Board of Directors will nominate the seven
present Directors listed below for re-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:
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Name
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Age
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Position
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Herbjørn
Hansson
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61
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Chairman,
Chief Executive Officer, President and Director
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Hon.
Sir David Gibbons
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81
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Director
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Andreas
Ove Ugland
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54
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Director
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Torbjørn
Gladsø
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62
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Director
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Andrew
W. March
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53
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Director
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Paul
J. Hopkins
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61
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Director
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Richard
H. K. Vietor
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63
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Director
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2
The
biographies of the Company's present Directors are as follows:
Herbjørn Hansson earned his
M.B.A. at the Norwegian School of Economics and Business Administration and
Harvard Business School. In 1974 he was employed by the Norwegian Shipowners'
Association. In the period from 1975 to 1980, he was Chief Economist and
Research Manager of INTERTANKO, an industry association whose members control
about 70% of the world's independently owned tanker fleet, excluding state owned
and oil company fleets. During the 1 980s, he was Chief Financial Officer of
Kosmos/Andres Jahre, at the time one of the largest Norwegian based shipping and
industry groups. In 1989, Mr. Hansson founded Ugland Nordic Shipping AS, or UNS,
which became one of the world's largest owners of specialized shuttle tankers.
He served as Chairman in the first phase and as Chief Executive Officer from
1993 to 2001 when UNS, under his management, was sold to Teekay Shipping
Corporation, or Teekay, for an enterprise value of $780.0 million. He continued
to work with Teekay, most recently as Vice Chairman of Teekay Norway AS, until
he started working full-time for the Company on September 1, 2004. Mr. Hansson
is the founder and has been Chairman and Chief Executive Officer of the Company
since its establishment in 1995. He also is a member of various governing bodies
of companies within shipping, insurance, banking, manufacturing,
national/international shipping agencies including classification societies and
protection and indemnity associations. Mr. Hansson is fluent in Norwegian and
English, and has a command of German and French for conversational
purposes.
Sir David Gibbons has been a
Director of the Company since September 1995. Sir David served as the Premier 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. Sir David Gibbons is a member of our Audit
Committee.
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 listed on the London Stock Exchange, Andreas Ugland & Sons AS,
Grimstad, Norway, Høegh Ugland Autoliners AS, Oslo and Buld Associates Inc.,
Bermuda. Mr. Ugland has spent his entire career in shipping in the Ugland family
owned shipping group.
Andrew W. March has been a
Director of the Company since June 2005. Mr. March also 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.
Torbjørn Gladsø has been a
Director of the Company since October 2003. Mr. Gladsø 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. Mr. Gladsø is Chairman of our Audit Committee
Paul J. Hopkins has been a
Director of the Company since June 2005. Until March 2008, Mr. Hopkins was also
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.
Richard H. K. Vietor has been
a Director of the Company since July 2007. Mr. Vietor is the Senator John Heinz
Professor of Environmental Management at the Harvard Graduate School of Business
Administration where he teaches courses on the regulation of business and the
international political economy. He was appointed Professor in 1984. Before
coming to Harvard Business School in 1978, Professor Vietor held faculty
appointments at Virginia Polytechnic Institute and the University of Missouri.
He received a B.A. in economics from Union College
in 1967, an M.A. in history from Hofstra University in 1971, and a Ph.D. from
the University of Pittsburgh in 1975.
3
Required Vote.
Approval of Proposal Two will require the affirmative vote of a 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 Mr. Gladsø and Sir David
Gibbons.
Officers. Mr. Hansson serves
as the Company's President and Chief Executive Officer. Turid M. Sørensen 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.
4
PROPOSAL
THREE
REDUCTION
OF SHARE PREMIUM
The Board
is submitting for approval at the Meeting the reduction of the Company's paid up
share capital by approximately $107.1 million, which is the amount of share
capital which exceeds the aggregate par value of the outstanding common shares,
par value $0.01 per share, of the Company, which we refer to as share premium.
The reason for the reduction is primarily to increase the ability of the Company
to declare and distribute dividends to the Company's shareholders should the
saleable value of the assets of the Company decline to certain levels. The
reduction in share premium will not result in a distribution to shareholders at
this time but rather the surplus resulting from such reduction will be credited
to the Company's contributed surplus account.
Currently,
the Company's aggregate share capital represented by the Company's outstanding
common shares is $378,937 based on the aggregate par value of the Company's
37,893,679 common shares having a par value of $0.01 each. The share premium of
the Company is currently approximately $107.1 million based on the excess of the
price paid by shareholders for the Company's common shares over their aggregate
par value.
Our
dividend policy is to declare quarterly dividends to shareholders, substantially
equal to our net operating cash flow during the previous quarter after reserves
as the Board of Directors may from time to time determine are required, taking
into account contingent liabilities, the terms of our credit facility, our other
cash needs and the requirements of Bermuda law. However, if we declare a
dividend in respect of a quarter in which an equity issuance has taken place, we
calculate the dividend per share as our net operating cash flow for the quarter
(after taking into account the factors described above) divided by the weighted
average number of shares over that quarter. Net
operating cash flow represents net income plus depreciation and non-cash
administrative charges. The dividend paid is the calculated dividend per share
multiplied by the number of shares outstanding at the end of the
quarter.
Under
Bermuda law, we may not declare or pay dividends if there are reasonable grounds
for believing that (1) we are, or would after the payment be, unable to pay our
liabilities as they become due or (2) the realizable value of our assets would
thereby be less than the sum of our liabilities, our issued share capital (the
total par value of all outstanding shares) and share premium accounts (the
aggregate amount paid for our shares in excess of the aggregate par value of
such shares).
Since our
inception, we have issued shares at various times in excess of such shares' par
value. This excess constitutes our share premium. Share premium is not available
for payment of dividends under Bermuda law. If the saleable value of our assets
were to decline to a certain level, we may not satisfy the second test outlined
above, even if we were solvent and had available net operating cash flow to
distribute.
The
reduction in share premium will give our Board of Directors greater flexibility
to declare dividends to our shareholders. Specifically, the reduction in share
capital will enable the Board of Directors to declare a dividend, when the
Company is solvent, and would not be rendered insolvent upon payment of the
dividend, and has available cash to distribute, so long as the realizable value
of the Company's assets exceeds its liabilities plus $378,937.
The
Company is required, in order to effectuate such reduction to cause a notice to
be published in an appointed newspaper stating the amount of the share capital
as last previously determined by the Company, the amount to which the share
capital is to be reduced, and the date as from which the reduction is to have
effect. The notice is required to be published not more than thirty days and not
less than fifteen days prior to the date on which the reduction is to have
effect and is intended to be published on or about June 30, 2009. The Company
may only effect such reduction if there are reasonable grounds for believing
that the Company is, or after the reduction would be, able to pay its
liabilities as they become due, in relation to which an affidavit shall be
required to be sworn by not less than two directors of the Company on or about
the date on which the reduction is to take effect.
Within 30
days after the date such reduction of the paid up share capital is effective the
Company, as required by Bermuda law, will file a memorandum, with a copy of the
notice and the affidavit referred to above, in the
office of the Bermuda Registrar of Companies ("Registrar") notifying the
Registrar of compliance with the Companies Act.
5
Required Vote.
Approval of Proposal Three will require the affirmative vote of the majority of
the votes cast by shareholders entitled to vote thereon.
THE BOARD
OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE REDUCTION OF
SHARE PREMIUM. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT
WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS
SPECIFIED.
6
PROPOSAL
FOUR
APPROVAL
OF APPOINTMENT OF
INDEPENDENT
AUDITORS
The Board
is submitting for approval at the Meeting the appointment of Deloitte AS as the
Company's independent auditors for the fiscal year 2009. The Board will also lay
before the Meeting the Company's audited financial statements for the year ended
December 31, 2008. These financial statements are being distributed to
shareholders as part of the Company's 2008 Annual Report.
Deloitte
AS 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 Four will require the affirmative vote of the majority of the votes
cast by shareholders entitled to vote thereon.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE APPOINTMENT
OF DELOITTE AS AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2009 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,
e-mail, or personal contact. The Board of Directors has retained Okapi Partners
LLC as proxy solicitor in connection with the Meeting. If you have any questions
or need assistance in voting your proxy, please contact Okapi Partners at the
toll-free number or email address listed below.
Okapi
Partners LLC
780 Third
Avenue, 30th Floor
New York,
New York 10017
(212)
297-0720
Toll
Free: (877) 279-2311
info@okapipartners.com
EFFECT OF
ABSTENTIONS
Abstentions
will not be counted in determining whether Proposals One, Two, Three or Four
have
been
approved.
7
OTHER
MATTERS
No other
matters are expected to be presented for action at the Meeting.
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By
Order Of The Board Of Directors
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Timothy
J Counsell
Secretary
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May
13, 2009
Hamilton,
Bermuda
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SK 01318
0002 986249 v5
8
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