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 March 2003
A/S STEAMSHIP COMPANY TORM
(Translation of registrant's name into English)
Marina Park
Sundkrogsgade 10
DK-2100 Copenhagen 0
Denmark
(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
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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
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INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Set forth herein as Exhibit 1 is a copy of a Announcement No. 5 - 2004
issued by A/S STEAMSHIP COMPANY TORM to The Copenhagen Stock Exchange on March
30, 2004.
Exhibit 1
ANNOUNCEMENT NO. 5 - 2004
30 March 2004
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 20th April 2004.
A/S Dampskibsselskabet TORM
Contact person: N. E. Nielsen, Chairman (tel.: +45 72 27 00 00)
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 drydocking, 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 future 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.
AGENDA
Annual General Meeting of Directors and Shareholders of
Aktieselskabet Dampskibsselskabet TORM
to be held on
Tuesday, 20 April 2004 at 10:00 hours
at Radisson SAS Falconer Center
Falkoner Alle 9
DK-2000 Frederiksberg
***
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.
4. Election of members of the Board of Directors.
5. Appointment of auditors.
6. Proposals from the Board of Directors:
a. Increase of the Company's share capital from nominally DKK
182,000,000 by nominally DKK 182,000,000 to nominally DKK
364,000,000 by issue of 18,200,000 bonus shares of DKK 10.
The bonus shares will be allotted at the ratio of one to
one.
The new shares will confer the same rights upon its holder
as the existing shares, including
that the Company's shares are negotiable instruments,
and that the transferability of the shares is not
subject to any restrictions.
that the shares are issued through the Danish
Securities Centre and/or under an American
Depositary Receipt Program (ADR Program).
that the shares are issued to bearer, but may be
entered in the Company's register of shareholders
in the name of the holder.
that no share confers special rights upon its holder.
that no shareholder is obliged to have his shares
redeemed.
The new shares shall carry right to full dividend for the
financial year 2004.
The bonus share issue including the publication of a
prospectus and admission of the new shares for listing on
the Copenhagen Stock Exchange is intended to be carried out
as quickly as possible and not later than before the end of
the second quarter of 2004. Trading in the bonus share
rights will not be possible.
As a consequence of the proposal, Article 2(1) will be
amended as follows: "The Company's share capital is DKK
364,000,000 divided into shares of DKK 10.00 each or any
multiple thereof."
The proposal is motivated by a wish for maintaining and
improving the liquidity in the Company's shares.
b. Extension of the authorisation for increase of the share
capital, cf. Article 2.3 of the Articles of Association, so
that the authorisation as regards amount is increased from
DKK 91,000,000 to DKK 182,000,000 and as regards duration is
prolonged from 13 March 2007 to 1 April 2009.
The proposal implies that in Article 2.3 of the Articles of
Association "13 March 2007" is replaced by "1 April 2009"
and "DKK 91m" is replaced by "DKK 182m".
The proposal is motivated by a wish for maintaining the
extent of the authorisation as regards amount and duration
compared to the circumstances prevailing when the
authorisation was adopted at the extraordinary general
meeting in the Company on 13 March 2002.
c. Authorisation 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.
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) in the Articles of
Association of the Company.
Approval or adoption of the proposals under items 2 - 5 and item 6 c requires
simple majority, cf. Article 9(2) in the Articles of Association of the Company.
Approval or adoption of the proposals under items 6 a and 6 b 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) in the Articles of
Association and Section 78 of the Danish Companies Act.
Notice convening the annual general meeting will be sent to all shareholders
entered in the Company's register of shareholders and/or ADR-holders who have
registered their holdings with the Company, and who have made a request
therefore.
The agenda and the complete proposals will be available for review at the
offices of the Company at least 8 days prior to the annual general meeting.
Admission cards to the annual general meeting can be obtained against
presentation of appropriate proof of identification (VP reference number) not
later than Thursday, 15 April 2004 from:
Danske Bank, tel. +45 43 39 28 85, fax +45 43 39 46 69
from whom voting cards within the same deadline can be obtained by shareholders
being entitled thereto pursuant to Article 7(3) in the Articles of Association.
Copenhagen, March 2004
The Board of Directors
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: March 30, 2004 By: /s/ Klaus Nyborg
--------------------------
Klaus Nyborg
Chief Financial Officer
03810.0001 #475100