SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of April 2007
Commission File Number: 000-49650
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 the Joint News Release made by Teekay
Shipping Corporation ("Teekay") and A/S Steamship Company Torm (the "Company")
announcing that Teekay and the Company have entered into a definitive agreement
to acquire OMI Corporation.
Exhibit 1
A/S Dampskibsselskabet TORM
Tuborg Havnevej 18, DK-2900 Hellerup, Denmark
JOINT NEWS RELEASE
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OMI TO BE ACQUIRED BY TEEKAY AND TORM
April 17, 2007, Teekay Shipping Corporation (Teekay) (NYSE: TK), A/S
Dampskibsselskabet TORM (TORM) (DSE: TORM and NASDAQ: TRMD), and OMI Corporation
(OMI) (NYSE: OMM) today announced that Teekay and TORM have entered into a
definitive agreement to acquire OMI. The agreement was unanimously approved by
OMI's Board of Directors.
Under the agreement, OMI shareholders will receive $29.25 in cash for each share
of OMI common stock they hold. Teekay and TORM will equally split the total cost
of the transaction of approximately $2.2 billion, including assumed net debt and
other transaction costs. Under the terms of the agreement, OMI will be permitted
to pay a dividend at a rate of $0.15 per share per quarter, pro rated from April
1 to the closing of the tender offer, up to a maximum of $0.15 per share in the
aggregate.
Under the agreement, Teekay and TORM are required to commence a tender offer to
the OMI shareholders on or before April 27, 2007. The tender offer will be
subject to acceptance from OMI shareholders representing over 50 percent of
OMI's outstanding shares, as well as receipt of standard regulatory approvals.
If the tender is successful, the transaction is expected to close during the
second quarter of 2007. OMI will promptly file a copy of the definitive
agreement with the Securities and Exchange Commission.
Upon closing, Teekay and TORM have agreed to divide the assets of OMI equally
between the companies. Teekay will acquire OMI's Suezmax operations and eight
product tankers, and TORM will acquire the remaining product tankers, 26 in
total.
"We are delighted with the outcome of this process, which we believe has greatly
benefited our stockholders and is a testament to the outstanding job our people
have done in a highly competitive market environment," said Craig H. Stevenson,
Jr., Chairman and Chief Executive Officer of OMI.
Due to the pending transaction, the OMI Board of Directors has postponed OMI's
2007 Annual Meeting of Stockholders to June 28, 2007 from May 9, 2007.
About Teekay
Teekay Shipping Corporation transports more than 10 percent of the world's
seaborne oil, has expanded into the liquefied natural gas shipping sector
through its publicly-listed subsidiary, Teekay LNG Partners L.P. (NYSE: TGP),
and is further growing its operations in the offshore production, storage and
transportation sector through its publicly-listed subsidiary, Teekay Offshore
Partners L.P. (NYSE: TOO). With a fleet of over 155 vessels, offices in 17
countries and 5,600 seagoing and shore-based employees, Teekay provides a
comprehensive set of marine services to the world's leading oil and gas
companies, helping them seamlessly link their upstream energy production to
their downstream processing operations. Teekay's reputation for safety, quality
and innovation has earned it a position with its customers as The Marine
Midstream Company.
Teekay's common stock is listed on the New York Stock Exchange where it trades
under the symbol "TK".
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 more than 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. 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).
About OMI
OMI Corporation is a major international owner and operator of tankers. Its
fleet aggregates approximately 3.5 million deadweight tons and comprises 13
Suezmax tankers (7 of which it owns and 6 of which are chartered-in) and 32
product carriers (of which it owns 28 and charters-in 4). In addition, the
Company has 2 product carriers under construction, which will be delivered in
2009.
In connection with the transaction, OMI received financial advice from Perella
Weinberg Partners and Fearnley Fonds and legal advice from Jones Day.
Important Information
This document is for informational purposes only and is not an offer to buy or
the solicitation of an offer to sell any securities. The solicitation and the
offer to buy shares of OMI's common stock will only be made pursuant to an offer
to purchase and related materials that Teekay and TORM intend to file with the
Securities and Exchange Commission. Once filed, OMI shareholders should read
these materials carefully prior to making any decisions with respect to the
offer because they contain important information, including the terms and
conditions of the offer. Once filed, OMI shareholders will be able to obtain the
offer to purchase and related materials with respect to the offer free of charge
at the SEC's website at www.SEC.gov, from the information agent named in the
tender offer materials or from Teekay or TORM.
Forward looking statements
This release contains forward-looking statements (as defined in Section 21E of
the Securities Exchange Act of 1934, as amended) which reflect management's
current views with respect to certain future events and performance, including
statements regarding: the closing of Teekay and TORM's acquisition of OMI; the
timing of circulating the tender offer and subsequent outcome of the tender; and
the individual assets to be acquired by Teekay and TORM. The following factors
are among those that could cause actual results to differ materially from the
forward-looking statements, which involve risks and uncertainties, and that
should be considered in evaluating any such statement: potential failure to
close the transaction; potential inability of Teekay and TORM to integrate OMI's
operations successfully, including the retention of key employees, customer and
market reaction to the transaction; changes in production of or demand for oil
and petroleum products, either generally or in particular regions; greater than
anticipated levels of tanker newbuilding orders or less than anticipated rates
of tanker scrapping; changes in trading patterns significantly impacting overall
tanker tonnage requirements; potential breach of the newbuilding contracts by
any of the parties, potential delays or non-delivery of the newbuildings;
changes in applicable industry regulations; changes in the typical seasonal
variations in tanker charter rates; and other factors discussed in Teekay's and
TORM's Report on Form 20-F for the fiscal year ended December 31, 2005 which is
on file with the SEC.
Klaus Kjaerulff, CEO, tel.: +45 39 17 92 00, mobile: +45 40 10 81 11.
N. E. Nielsen, Chairman, tel.: +45 72 27 00 00, mobile: +45 25 26 33 43.
Web site: www.torm.com
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 18, 2007
By: /s/ Klaus Kjaerulff
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Klaus Kjaerulff
Chief Executive Officer
SK 03810 0001 766105