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 2006
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 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
Set forth herein as Exhibit 1 is a copy of Announcement No. 02 - 2006
issued by A/S STEAMSHIP COMPANY TORM (the "Company") announcing its agenda for
the Annual General Meeting of the Company's Directors and Shareholders to be
held on April 19, 2006.
Exhibit 1
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ANNOUNCEMENT NO. 2 - 2006
27 March 2006
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 19 April 2006.
Contact N. E. Nielsen, Chairman, tel.: +45 72 27 00 00
SAFE HARBOUR STATEMENT - FORWARD LOOKING STATEMENTS
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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.
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AGENDA
Annual general meeting of directors and shareholders of
Aktieselskabet Dampskibsselskabet TORM (CVR NO 22460218)
to be held on
Wednesday, 19 April 2006 at 10:00 hours
at Radisson SAS Falconer
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.
The Board of Directors proposes that out of the net profit of DKK 1,795
million an amount of DKK 837 million is paid in dividends, corresponding to
DKK 23 per share with a nominal value of DKK 10, while the remaining DKK
958 million are proposed to be carried forward.
4. Election of members of the Board of Directors.
Mr. Rex Harrington retires because of age.
The Board of Directors proposes election of Mr. Nicos Zouvelos, Greece. Mr.
Zouvelos is General Manager of Beltest Shipping Company Ltd., Cyprus.
5. Appointment of auditor/auditors.
The Board of Directors proposes a reduction of the number of auditors
elected from two to one, cf. section 14(1) of the Articles of Association
and proposes re-election, only, of:
Deloitte Statsautoriseret Revisionsaktieselskab.
6. Proposals from the Board of Directors:
a. Extension of the duration of the authorisation for increase of the
share capital, cf. Article 2.3 of the Articles of Association, so that
it is being prolonged from 1 April 2010 to 1 April 2011.
The proposal implies that in Article 2.3 of the Articles of
Association "1 April 2010" is replaced by "1 April 2011". The proposal
is motivated by a wish for maintaining the extent of the authorisation
as regards duration compared to the circumstances prevailing when the
authorisation was adopted at the extraordinary general meeting of the
Company on 13 March 2002.
b. 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.
c. The Board of Directors be authorised to apply for registration of the
resolutions passed and to make any such amendments thereto as may be
required or requested by the Danish Commerce and Companies Agency, the
Copenhagen Stock Exchange A/S or any other public authority as a
condition for registration or approval.
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) of the Articles of
Association of the Company.
Approval or adoption of the proposals under items 2 - 5 and item 6 b-c requires
simple majority, cf. Article 9(2) of the Articles of Association of the Company.
Approval or adoption of the proposal under item 6 a 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) of 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 and
be sent to any shareholder who has made a request.
Admission cards to the annual general meeting can be obtained against
presentation of appropriate proof of identification (VP reference number) no
later than 4 days before the meeting from:
Danske Bank, tel. +45 43 39 28 85, fax +45 43 39 46 69
from whom shareholders being entitled thereto pursuant to Article 7(3) in the
Articles of Association can obtain voting cards within the same deadline.
However, as 4 days before the meeting is a Saturday, registration of attendance
by letter or fax, received by the Company or Danske Bank no later than Tues-day
18 April 2006 at 12:00 hours will be considered as received on time.
Delay of registration of attendance due to postal delay or other delays is on
the shareholder's own risk and shareholders, who have not registered their
attendance within the deadline, referred to above, have no right to participate
in and vote at the meeting.
Hellerup, March 2006
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 28, 2006
By: /s/ Klaus Nyborg
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Klaus Nyborg
Chief Financial Officer
SK 03810 0001 656499