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 July 2007
NORDIC
AMERICAN TANKER SHIPPING LIMITED
(Translation
of registrant’s name into English)
LOM
Building
27
Reid Street
Hamilton,
HM 11
Bermuda
(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): ___
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: ___
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
Attached
to this report on Form 6-K as Exhibit 1 is the Notice of Rescheduled Annual
General Meeting and Proxy Statement of Nordic American Tanker Shipping
Limited.
Exhibit
1
 |
Nordic
American Tanker Shipping Limited
July
2,
2007
TO
THE
SHAREHOLDERS OF
NORDIC
AMERICAN TANKER SHIPPING LIMITED
Enclosed
is a Notice of the rescheduled Annual General Meeting of Shareholders of Nordic
American Tanker Shipping Limited (the “Company”) and related
materials. The Annual General Meeting, formerly scheduled for June
20, 2007, will be held at the offices of Seward & Kissel LLP, One Battery
Park Plaza, New York, New York on July 31, 2007 at 10:00 a.m. Eastern daylight
time.
At
this
rescheduled 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 AS as the Company’s independent auditors for the fiscal
year ending December 31, 2007 (“Proposal Two”); and
3.
To
transact other such business as may properly come before the meeting or any
adjournment thereof.
Adoption
of Proposal One requires the affirmative vote of a majority of the votes cast
at
the meeting. Adoption of Proposal Two requires the affirmative vote
of a majority of the votes cast at the meeting. We urge you to vote
in favor of both 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.
EVEN
IF
YOU PREVIOUSLY RETURNED A PROXY CARD FOR THE ORIGINAL MEETING DATE, YOU MUST
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD FOR THE RESCHEDULED
MEETING IN ORDER FOR YOUR PROXY TO BE EFFECTIVE. WHETHER OR NOT YOU PLAN TO
ATTEND THE RESCHEDULED ANNUAL GENERAL MEETING, RETURN THE ENCLOSED PROXY CARD
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,
Herbjørn Hansson
Chairman,
Chief Executive Officer and President
NORDIC
AMERICAN TANKER SHIPPING LIMITED
NOTICE
OF RESCHEDULED ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD JULY 31, 2007
NOTICE
IS
HEREBY given that the rescheduled Annual General Meeting of Shareholders of
Nordic American Tanker Shipping Limited (the “Company”) will be held on July 31,
2007 at 10:00 a.m. Eastern daylight time at the offices of Seward & Kissel
LLP located at One Battery Park Plaza, New York, New York, for the following
purposes, of which items 1 through 3 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 AS as the Company’s independent auditors for
the fiscal year ending December 31, 2007;
3. To
lay
before the shareholders the Company’s audited financial statements for the year
ended December 31, 2006; and
4. 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 June 29, 2007 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.
EVEN
IF
YOU PREVIOUSLY RETURNED YOUR PROXY CARD FOR THE ORIGINAL MEETING DATE, YOU
MUST
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD FOR THE RESCHEDULED
MEETING IN ORDER FOR YOUR PROXY TO BE EFFECTIVE. WHETHER OR NOT YOU PLAN TO
ATTEND THE ANNUAL GENERAL MEETING, PLEASE 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
Peter
Bubenzer
Secretary
July
2,
2007
Hamilton,
Bermuda
NORDIC
AMERICAN TANKER SHIPPING LIMITED
______________________
PROXY
STATEMENT
FOR
RESCHEDULED
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD ON JULY 31, 2007
________________________
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 rescheduled Annual General Meeting of
Shareholders to be held at the offices of Seward & Kissel LLP located at One
Battery Park Plaza, New York, New York, on July 31, 2007 at 10:00 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. The Company has rescheduled the date
and time of the meeting which was previously scheduled for June 20,
2007. 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 July 2, 2007.
VOTING
RIGHTS AND OUTSTANDING SHARES
On
June
29, 2007 (the “Record Date”), the Company had outstanding
26,914,088 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.
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. George C.
Lodge, a current director of the Company, has indicated that he will be retiring
from the Board of Directors effective at the Meeting. Accordingly,
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
|
|
Herbjørn
Hansson
|
59
|
Chairman,
Chief Executive Officer, President and Director
|
|
Andreas
Ove Ugland
|
52
|
Director
|
|
Andrew
W. March
|
51
|
Director
|
|
Hon.
Sir David Gibbons
|
79
|
Director
|
|
Paul
J. Hopkins
|
59
|
Director
|
|
Torbjørn
Gladsø
|
60
|
Director
|
|
Richard
H.K. Vietor
|
61
|
Nominee
for Director
|
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 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 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, Høegh 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 Gibbons 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.
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.
Torbjørn
Gladsø 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. Gladsø is Chairman of our Audit
Committee.
Richard
H. K. Vietor is a nominee for director. 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.
Required
Vote. Approval of Proposal One 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.
PROPOSAL
TWO
APPROVAL
OF APPOINTMENT OF
INDEPENDENT
AUDITORS
The
Board
is submitting for approval at the Meeting the selection of Deloitte AS as the
Company’s independent auditors for the fiscal year 2007. The Board
will also lay before the Meeting the Company’s audited
financial
statements
for the year ended December 31, 2006. These financial statements
are being distributed to shareholders as part of the Company’s 2006 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 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 AS AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE 2007 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 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.
OTHER
MATTERS
No
other
matters are expected to be presented for action at the Meeting.
By Order of the Directors
Peter
Bubenzer
Secretary
July
2,
2007
Hamilton,
Bermuda
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: July
10,
2007 By: /s/
Herbjørn Hansson
Herbjørn
Hansson
Chairman,
Chief
Executive Officer and President
SK
01318 0002
791056