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 April 2007
A/S STEAMSHIP COMPANY TORM
(Translation of registrant's name into English)
Tuborg Havnevej 18
DK-2900 Hellerup
Denmark
(Address of principal executive offices)
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.
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
Set forth herein as Exhibit 1 is a copy of Announcement No. 5 - 2007 issued
by A/S STEAMSHIP COMPANY TORM (the "Company") to The Copenhagen Stock Exchange
on April 10, 2007.
ANNOUNCEMENT NO. 5 - 2007
10 April 2007
Agenda for the Annual General Meeting of Directors and
Shareholders
Enclosed please find agenda for the Annual General Meeting of
Directors and Shareholders of A/S Dampskibsselskabet TORM to be
held on 17 April 2007.
Contact N. E. Nielsen, Chairman, tel.: +45 72 27 00 00
About TORM TORM is one of the World's leading carriers of refined oil
products and has significant activities in the bulk market. The
Company operates close to 100 modern and secure vessels, most of
them in pool co-operation with other respected shipping
companies, sharing TORM's commitment to safety, environmental
responsibility and customer service.
TORM was founded in 1889 and has constantly adapted itself and
benefited from the significant changes characterizing shipping.
The Company conducts business all over the World and is
headquartered in Copenhagen, Denmark. TORM's shares are listed in
Copenhagen (ticker TORM) as well as on NASDAQ (ticker TRMD). For
more information, visit www.torm.com.
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SAFE HARBOUR STATEMENT - FORWARD LOOKING STATEMENTS
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 TORM 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, TORM 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, changes in charter hire rates and
vessel values, changes in demand for "tonne miles" of crude oil carried by oil
tankers, 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 to scheduled and unscheduled dry-docking, changes
in TORM's 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 fu ture 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 TORM with the
US Securities and Exchange Commission, including the TORM Annual Report on Form
20-F and its reports on Form 6-K.
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Annual General Meeting of Directors and Shareholders of Aktieselskabet
Dampskibsselskabet TORM, CVR No. 22 46 02 18 to be held on Tuesday, 17 April
2006 at 10:00 hours at Radisson SAS Falconer, Falconer Alle 9, 2000
Frederiksberg:
Complete Proposals
*****
1. Directors' report on the activities of the Company in the past year.
2. Presentation for adoption of the annual report.
3. The Board of Directors' proposal for the appropriation of profits or
provision for losses in accordance with the adopted annual report.
The Board of Directors proposes that out of the net profit of USD 234.5
million an amount of USD 73.9 million is paid in dividends, corresponding
to DKK 11.50 per share with a nominal value of DKK 10, while the remaining
USD 160.6 million is proposed carried forward.
4. Election of members of the Board of Directors.
Pursuant to article 11(3) of the Company's Articles of Association, Mr N.E.
Nielsen, Mr Christian Frigast, Mr Gabriel Panayotides and Mr Ditlev Engel
are up for election to the Board of Directors.
Reference is made to page 76 of the annual report with respect to the Board
members' directorships in other companies.
5. Appointment of auditor/auditors.
The Board of Directors proposes re-election of Deloitte Statsautoriseret
Revisionsaktieselskab
6. Proposals from the Board of Directors:
a. The denomination of the company's shares will be changed from DKK
10.00 to DKK 5.00.
The proposal implies that "DKK 10.00" is replaced by "DKK 5.00" in
Articles 2(1) (composition of the share capital) and 7(3) (voting
rights) of the Articles of Association.
Consequently Article 2(6) is amended to
"Until 1 April 2010 the Board of Directors shall be authorised to
increase the share capital in one or more transactions by up to
nominally DKK 10,000,000 in total, corresponding to 2,000,000 shares
(currently 1,000,000), by cash payment of not less than DKK 5.25
(currently DKK 10.50) per share of DKK 5 (currently DKK 10) by
subscription among the employees of the Company and/or of its
subsidiaries, without the shareholders of the Company having any
pre-emption rights. The other terms and conditions for the
subscription will be determined by the Board of Directors. The new
shares shall carry the same rights as the existing shares as set out
in the Articles of Association of the Company, including that they
shall be negotiable instruments, that they shall be issued to the
holder but may be recorded in the Company's register of shareholders
in the name of the holder, that they shall not be subject to
redemption, that there shall be no restrictions to the transferability
of the new shares, and that the new shares shall not confer any
special rights on their holders. The shares shall be subject to the
applicable rules on taxation of employee shares."
b. Extension of the duration of the authorization for increase of the
share capital, cf. Article 2(3) of the Articles of Association, so
that it is being prolonged from 1 April 2011 to 1 April 2012.
The proposal implies that in Article 2(3) of the Articles of
Association "1 April 2011" is replaced by "1 April 2012".
The proposal is, like in previous years, motivated by a wish for
maintaining the extent of the authorization as regards duration
compared to the circumstances prevailing when the authorization was
adopted at the extraordinary general meeting of the Company on 13
March 2002.
c. Appointment of new keeper of the Company's Register of Shareholders by
amending Article 3(3) in the Articles of Association to read:
"The shares shall be issued to bearer, but may be entered in the
Company's register of shareholders in the name of the holder. The
Company has appointed VP Investor Services A/S (VP Services A/S),
Helgesh0j Alle 61, P.O. Box 20, DK-2630 Taastrup, keeper of the
Company's Register of Shareholders for all shares issued by the
Company."
d. Authorization to the Board of Directors to let the Company acquire its
own shares in the period until the next annual general meeting within
10 per cent of the issued share capital at the market price prevailing
at the time of acquisition subject to a deviation of up to 10 per
cent.
e. The Board of Directors be authorized to apply for registration of the
resolutions passed and to make any such amendments thereto as may be
required or requested by the Danish Commerce and Companies Agency, the
Copenhagen Stock Exchange A/S or any other public authority as a
condition for registration or approval.
7. Any other business and notices.
* * * * *
The general meeting is only legally competent to transact business when at
least 1/3 of the share capital is represented, cf. Article 9(1) of the
Articles of Association of the Company.
Approval or adoption of the proposals under items 2 - 5 and item 6 d - e
requires simple majority, cf. Article 9(2) of the Articles of Association
of the Company.
Approval or adoption of the proposals under item 6 a - c requires assent
from at least two-thirds of the votes cast as well as of the voting share
capital represented at the general meeting, cf. Article 9(3) of the
Articles of Association and Section 78 of the Danish Companies Act.
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.
A/S STEAMSHIP COMPANY TORM
(registrant)
Dated April 11, 2007 By: /s/ Klaus Kjaerulff
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Klaus Kjaerulff
Chief Executive Officer
SK 03810 0001 764114