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 2006
NORDIC AMERICAN TANKER SHIPPING LIMITED
(Translation of registrant's name into English)
Thistle House
4 Burnaby Street
Hamilton HM11
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]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 1 is a copy of Nordic American Tanker Shipping
Limited's proxy statement for the annual general meeting of shareholders to be
held on June 26, 2006.
Exhibit 1
Nordic American Tanker Shipping Limited
May 25, 2006
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") which will be held at the
offices of Seward & Kissel LLP, 20th Floor, One Battery Park Plaza, New York,
New York, on June 26, 2006 at 11:00 a.m. Eastern Daylight Time, and related
materials.
At this Annual General Meeting of Shareholders (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 Statsautoriserte Revisorer A.S.
as the Company's independent auditors for the fiscal year ending
December 31, 2006 ("Proposal Two");
3. To amend bye-law 57(A) ("Proposal Three"); and
4. 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 votes cast at the meeting. Adoption of Proposal Three requires
the affirmative vote of not less than two-thirds of all votes attached to the
Company's issued and outstanding shares. 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,
Herbjorn Hansson
Chairman, Chief Executive Officer and
President
NORDIC AMERICAN TANKER SHIPPING LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 26, 2006
NOTICE IS HEREBY given that the Annual General Meeting of Shareholders of
Nordic American Tanker Shipping Limited (the "Company") will be held on June 26,
2006 at 11:00 a.m., Eastern Daylight Time, at the offices of Seward & Kissel
LLP, 20th Floor, One Battery Park Plaza, New York, New York 10004, for the
following purposes, of which items 1 through 4 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 Shareholders;
2. To approve the appointment of Deloitte Statsautoriserte Revisorer
A.S. as the Company's independent auditors for the fiscal year ending December
31, 2006;
3. To lay before the shareholders the Company's audited financial
statements for the year ended December 31, 2005;
4. To amend bye-law 57(A) in order to reduce the majority required to
amend the other bye-laws from 2/3 of all votes attached to the Company's issued
and outstanding shares to 2/3 of the votes cast by shareholders entitled to vote
thereon; and
5. 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 19, 2006 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
Tracy A. Lange
Secretary
May 25, 2006
Hamilton, Bermuda
NORDIC AMERICAN TANKER SHIPPING LIMITED
----------------------
PROXY STATEMENT
FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 26, 2006
------------------------
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 26, 2006, 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, 2006.
VOTING RIGHTS AND OUTSTANDING SHARES
On May 19, 2006 (the "Record Date"), the Company had outstanding 21,046,400
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, Thistle House, 4 Burnaby Street, Hamilton HM 11
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 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. The Board of Directors
has nominated the seven persons listed below 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 58 Chairman, Chief Executive Officer,
President and Director
Andreas Ove Ugland 51 Director
Andrew W. March 50 Director
Hon. Sir David Gibbons 78 Director
George C. Lodge 78 Director
Paul J. Hopkins 58 Director
Torbjorn Gladso 59 Director
Herbjorn 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 and oil company owned fleets. During the 1980s, 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 as 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.
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, 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 the
Chairman of our Manager, Scandic American Shipping Ltd.
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 and as a
director for Imarex, an electronic trading platform for freight derivatives.
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.
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.
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.
Paul J. Hopkins has been a director of the Company since June 2005. Mr.
Hopkins is also a Vice President and a director of Corridor Resources Inc., a
Canadian publicly traded exploration and production petroleum 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.
Torbjorn Gladso has been a director of the Company since October 2003. Mr.
Gladso 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. Glads0 is Chairman of our Audit Committee.
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 Mr. Glads0 and Sir
David Gibbons.
Officers. Mr. Hansson serves as the Company's President and Chief Executive
Officer. Turid M. S0rensen 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 Statsautoriserte Revisorer A.S. as the Company's independent auditors
for the fiscal year 2006. The Board will also lay before the Meeting the
Company's audited financial statements for the year ended December 31, 2005.
These financial statements are being distributed to shareholders as part of the
Company's 2005 Annual Report.
Deloitte Statsautoriserte Revisorer A.S. 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 thereon.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
APPOINTMENT OF DELOITTE STATSAUTORISERTE REVISORER A.S. AS INDEPENDENT AUDITORS
OF THE COMPANY FOR THE 2006 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.
PROPOSAL THREE
AMENDMENT OF BYE-LAW 57(A)
The Board is submitting for approval at the Meeting a proposal to amend
bye-law 57(A), which currently provides that an amendment to the Company's
bye-laws requires the affirmative vote of not less than two-thirds of all votes
attached to the Company's issued and outstanding common shares. The Board
proposes to amend bye-law 57(A) to provide that an amendment to the bye-laws
would require the affirmative vote of not less than two-thirds of the votes cast
by shareholders entitled to vote thereon. The text of the proposed amendment to
bye-law 57(A), marked to show changes from the present text of bye-law 57(A), is
attached as Appendix A.
Explanation: Because the approval of 2/3 of the votes of the outstanding
shares is required to approve a bye-law amendment, shareholders who do not
return proxies, even inadvertently, are, in effect, voting against a bye-law
amendment, even if that is not their intention. The same is true of shareholders
who abstain. This means that shareholders who favor bye-law amendments but
neglect to return proxies for any reason, are, in effect, "voting against"
proposals that they may favor. Accordingly, the Board believes that the
threshold set by bye-law 57(A) should be lowered to a level which is easier to
attain but is still meaningful. The Board believes that requiring a 2/3 majority
of those voting is such a threshold.
Following the adoption of the proposed amendment, it will be less difficult
for shareholders to amend the bye-laws. Our shareholders will therefore have
greater flexibility to respond to changing needs of the Company and its
business.
Required Vote. Approval of Proposal Three will require the affirmative vote
of not less than two-thirds of all votes attached to the Company's issued and
outstanding common shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
AMENDMENT OF BYE-LAW 57(A). 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 may retain the
services of a professional proxy solicitation service for soliciting proxies.
EFFECT OF ABSTENTIONS
Abstentions will not be counted in determining whether Proposals One or Two
have been approved. By contrast, an abstention will in effect count as a vote
against Proposal Three.
OTHER MATTERS
No other matters are expected to be presented for action at the Meeting.
By Order of the Directors
Tracy A. Lange
Secretary
May 25, 2006
Hamilton, Bermuda
APPENDIX A - AMENDMENT TO THE BYE-LAWS
57(A) Any resolution presented to a general meeting to amend these Bye-Laws or
any provision of the Company's Memorandum of Association shall be required to be
approved by not less than two-thirds of all [INSERTED TEXT] votes cast by
shareholders entitled to vote thereon[END INSERTED TEXT]. [DELETED TEXT]
attached to the Company's issued and outstanding Common Shares; provided,
however, that during the one year period immediately succeeding the issuance of
any Common Shares pursuant to the Standby Agreement, any such resolution to
amend these Bye-Laws or any provision of the Company's Memorandum of Association
shall be approved if adopted by the affirmative vote of not less than a majority
of all votes attached to the Company's issued and outstanding Common Shares and
further provided, that the Secretary of the Company receives evidence reasonably
acceptable to the Board that Silver Island or another wholly owned subsidiary of
Rabobank is the holder of majority of the Company's issued and outstanding
Common Shares at the time of such vote. Otherwise, the vote required for
amendment of these Bye-Laws or the Memorandum of Association shall remain at
two-thirds of all votes attached to the Company's issued and outstanding Common
Shares. [END DELETED TEXT] In all other cases, save where a greater majority is
required by the Companies Act or these Bye-Laws, any question proposed for
consideration at any general meeting shall be decided on by a simple majority of
votes cast.
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 9, 2006 By: /s/ Herbjorn Hansson
---------------------
Herbjorn Hansson
Chairman, Chief Executive
Officer and President
SK 01318 0002 676982