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 May 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 Amended and Restated Articles of
Association for A/S Steamship Company Torm (the "Company") as adopted at the
Company's general meeting on April 17, 2007.
Exhibit 1
ARTICLES OF ASSOCIATION
of
A/S Dampskibsselskabet TORM
Article 1
1.1. The Company's name is Aktieselskabet Dampskibsselskabet TORM.
1.2. The Company also carries out business under the secondary names
Aktieselskabet af 3. November 1986 (A/S Dampskibsselskabet TORM) and
BWT 3 ApS (A/S Dampskibsselskabet TORM).
1.3. The Company's registered office is situated in the Municipality of
Gentofte.
1.4. The objects for which the Company has been established are to carry
out business within shipping, chartering and other transport
services, to make investments, including in real property, and to
carry on such other business as the Board of Directors may deem
incidental to the attainment of the said objects. The objects may be
attained by ownership in whole or in part, including as shareholder,
partner or otherwise of any other business which has one or more of
the objects set out above.
Article 2
2.1. The Company's share capital is DKK 364,000,000.00 divided into shares
of DKK 5.00 each or any multiple thereof.
2.2. The share capital has been fully paid up.
2.3. In the period until 1 April 2012, the Company's share capital may at
the discretion of the Board of Directors be increased in one or more
issues of new shares by up to DKK 182m. The increase may be made by
cash contribution or as consideration for the acquisition of all or
part of an existing business or specific assets, including shares.
2.4. By virtue of Article 2(3), the Board of Directors may offer the
shares for subscription at market price without the existing
shareholders having any preferential subscription rights.
2.5. The new shares, which shall be negotiable instruments, shall be
issued to bearer.
2.6 Until 1 April 2010 the Board of Directors shall be authorised to
increase the share capital in one or more transactions by up
nominally DKK 10,000,000 in total, corresponding to 2,000,000 shares,
by cash payment of not less than DKK 5.25 per share of DKK 5 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.
Article 3
3.1. The Company's shares shall be negotiable instruments, and the
transferability of the shares shall not be subject to any
restrictions.
3.2. The shares shall be issued through the Danish Securities Centre
and/or under an American Depositary Receipt Program (ADR Program).
3.3. 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.
3.4. No share shall confer special rights upon its holder.
3.5. No shareholder shall be obliged to have his shares redeemed.
3.6. When the audited annual report has been adopted by the Company in
general meeting, the declared dividend shall be distributed by
transfer to the accounts designated by the shareholders in accordance
with the rules on the Danish Securities Centre in force from time to
time.
3.7. Any dividend payable to a shareholder which remains unclaimed for
five years after the due date shall accrue to the Company.
Article 4
4.1. If previously issued shares have been lost and no application for
registration of the shares has been filed with the Danish Securities
Centre, such shares and appurtenant coupon sheets, talons and interim
certificates may on the Company's initiative and at the expense of
the applicant be cancelled without judgment in accordance with the
statutory rules on this in force from time to time.
Article 5
5.1. The general meetings of the Company shall be held in Copenhagen.
5.2. Annual general meetings shall be held every year before the end of
April.
5.3. Proposals made by shareholders shall be submitted in writing to the
Board of Directors not later than 15 February in order to be
considered at the annual general meeting.
5.4. Extraordinary general meetings shall be held when the Board of
Directors or the auditors think fit. Extraordinary general meetings
shall be convened within 14 days if requisitioned in writing by
shareholders holding one-tenth of the share capital for the purpose
of considering specific business.
5.5. General meetings shall be convened four weeks before the general
meeting at the earliest. Annual general meetings shall be convened
not later than 14 days before the meeting and extraordinary general
meetings shall be convened not later than eight days before the
meeting.
5.6. General meetings shall be convened by a notice inserted in the
national Danish newspapers Berlingske Tidende and B0rsen and in such
manner and in such form as may at any time be required by the stock
exchanges on which the Company's shares or ADR receipts (American
Depositary Receipts) are listed. Written notice of the meeting shall,
however, be given to all shareholders entered in the Company's
register of shareholders and/or to all ADR holders who have
registered their holdings with the Company on request.
5.7. The notice convening the general meeting shall specify the business
to be transacted at the meeting. If proposals for amendments to the
Articles of Association are to be considered, the essential aspects
of the proposal shall be stated in the notice.
Article 6
6.1. The agenda for the annual general meeting shall be as follows:
1. Director's report on the activities of the Company in the past
year.
2. Presentation for adoption of the annual report.
3. The Board of Director's proposal for the appropriation of profits
or provision for losses in accordance with the adopted annual
report.
4. Election of members to the Board of Directors.
5. Appointment of auditor/auditors.
6. Any other business and notices.
Article 7
7.1 Any shareholder and any ADR holder shall be entitled to attend the
general meeting provided he has, no later than four days before the
meeting, obtained an admission card for the meeting from the office
of the Company on presentation of due evidence of authority or by
referring to registration of shares or ADR's.
7.2. The issue of an admission card requires documentation for the title
to shares or ADR's not registered in the name of a holder in the form
of a deposit receipt issued within the last ten business days by the
Danish Securities Centre or the depositary bank and a written
declaration showing that the shares or ADR's have not or will not be
transferred until, at the earliest, the day after the general meeting
for which the admission card is required.
7.3. Each share of DKK 5.00 shall give its holder the right to one vote.
Shares acquired by transfer shall not carry any voting rights unless
the shareholder has registered his shares or has given notice of or
provided documentation for his acquisition at the latest on the day
before the general meeting is advertised in the Danish national
newspapers, Berlingske Tidende and B0rsen.
7.4. The shareholder and the ADR holder shall be entitled to attend the
general meeting by proxy.
7.5. The proxy shall produce a written and dated instrument appointing him
as proxy which cannot be given for a period exceeding one year.
Article 8
8.1. The Board of Directors shall appoint a chairman to preside the
general meeting and decide all matters relating to the transaction of
business and the voting, always provided that any voting shareholder
may demand that the resolutions put to the vote of the meeting should
be decided by poll.
Article 9
9.1. General meetings can only form a quorum provided that at least 1/3 of
the share capital is represented.
9.2. At general meetings, all resolutions shall be passed with simple
majority.
9.3. Any adoption of resolutions for amendment of the Articles of
Association, the dissolution or merger of the Company with another
company or firm, the use of the Company's foundation, rejection of
the annual report and/or the Directors' proposal for appropriation of
profits, appointment of member(s) of the Company's Board of Directors
requires that at least 3/5 of the share capital is represented at the
general meeting and that the resolution is adopted by at least 2/3 of
all votes cast unless any such resolution is proposed by the
Company's Board of Directors. Any resolution for the amendment of the
Company's Articles of Association is further subject to the
conditions set out in Sections 78-79 of the Danish Companies Act.
9.4. In the event that shareholders have at the annual general meeting
decided by simple majority not to adopt the Company's annual report,
the general meeting may, notwithstanding the above, decide by simple
majority to submit the annual report for a new audit.
9.5. In the event that a general meeting has been convened for the purpose
of adopting a resolution requiring qualified majority and if an
insufficient number of shares are represented at such meeting, the
Board of Directors shall as soon as possible convene a new general
meeting at which the proposal, irrespective of the number of shares
represented, may be adopted by 5/6 of all votes unless 1/3 of the
votes represented is against the proposal at the first general
meeting. Instruments appointing a proxy for the first general meeting
shall, unless expressly revoked, be valid also for the second general
meeting.
9.6. If a resolution is passed by simple majority in accordance with the
second paragraph of this Article, the following shall apply:
In case of equality of votes in connection with the election of
members to the Board of Directors, auditor/auditors or liquidators,
the matter shall be decided by lot between the relevant persons. A
proposal shall otherwise be deemed rejected if an equal number of
votes has been cast for and against the proposal.
Article 10
10.1. The proceedings of the general meeting shall be briefly recorded in a
minute book authorized by the Board of Directors for this purpose,
and the minutes shall be signed by the chairman of the meeting and
the members of the Board of Directors present at the meeting.
Article 11
11.1. The Company shall be managed by a Board of Directors made up of a
minimum of three and a maximum of six members elected from among the
shareholders by the Company in general meeting. If employee directors
have been elected in accordance with the provisions of the Danish
Companies Act, such employee directors shall join the Board of
Directors in accordance with the rules in force from time to time.
11.2. At least two-thirds of the members of the Board of Directors shall be
Danish citizens resident in Denmark.
11.3. The members of the Board of Directors elected by the Company in
general meeting shall hold office for a term of four years so that
they resign at the fourth annual general meeting after the general
meeting at which they were elected. Any employee directors shall
retire in accordance with the provisions of the Danish Companies Act.
11.4. Retiring members of the Board of Directors shall be eligible for
re-election.
11.5. If, at a general meeting, a shareholder wants to propose a person
other than a retiring member of the Board of Directors or if a new
member has been proposed by the Board of Directors, notice stating
the name of the candidate shall be submitted to the Board of
Directors not later than eight days before the general meeting in
question.
Article 12
12.1. The Board of Directors shall appoint a managing director to be in
charge of the day-to-day management of the Company, and possibly one
or more managers.
12.2. The Board of Directors shall be entitled to buy, sell and mortgage
real property and ships.
12.3. The Board of Directors shall appoint from among its members a
chairman and a deputy chairman to substitute the chairman in his
absence.
12.4. The Board of Directors may grant individual or joint power of
procuration.
12.5. The Board of Directors shall lay down rules of procedure for the
performance of its duties. The Board of Directors shall make its
decisions by a simple majority of votes. In case of equality of
votes, the chairman shall have the casting vote.
12.6. The members of the Board of Directors shall receive a fixed
emolument. The total proposed emolument shall be included in a
special note in the annual report and be presented for adoption
together with the annual report.
Article 13
13.1. The Company shall be bound by the joint signatures of three members
of the Board of Directors, one of whom shall be the chairman or the
deputy chairman, or by the joint signatures of two members of the
Board of Directors, one of whom shall be the chairman or the deputy
chairman, and the Managing Director.
Article 14
14.1. The annual reports of the Company shall be audited by one or two
auditors, at least one of whom shall be a state-authorised public
accountant. The auditor/auditors shall be appointed by the Company in
general meeting for a term of one year.
Article 15
15.1. The Company's accounting year shall be the calendar year.
As adopted at the annual general meeting held on 17 April 2007.
Note: These Articles of Association are prepared in both a Danish and an English
version. In the event of a conflict between them, the Danish version shall
prevail.
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: May 1, 2007
By: /s/ Klaus Kjaerulff
------------------------------------
Klaus Kjaerulff
Chief Executive Officer
SK 03810 0001 770109