PRESS RELEASE DATE APRIL 17, 2007
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Date
of report: April 17, 2007
Commission file number: 1-12874
TEEKAY SHIPPING CORPORATION
(Exact name of Registrant as specified in its charter)
Bayside House
Bayside Executive Park
West Bay Street & Blake Road
P.O. Box AP-59212, Nassau, The Bahamas
(Address of principal executive office)
[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
þ Form 40- F o
[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): ]
Yes o No þ
[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): ]
Yes o No þ
[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
o No þ
[If Yes is marked, indicate below the file number assigned to the registrant in connection
with Rule 12g3-2(b):82- ]
Item 1 Information Contained in this Form 6-K Report
Attached as Exhibit I is a copy of an announcement of Teekay Shipping Corporation (the Company), dated April 17, 2007.
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION
STATEMENTS OF THE COMPANY.
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REGISTRATION STATEMENT ON FORM F-3 (NO. 33-97746) FILED WITH THE SEC ON OCTOBER 4, 1995; |
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-42434) FILED WITH THE SEC ON JULY 28, 2000; |
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REGISTRATION STATEMENT ON FORM F-3 (NO. 333-102594) FILED WITH THE SEC ON JANUARY 17, 2003; AND |
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REGISTRATION STATEMENT ON FORM S-8 (NO. 333-119564) FILED WITH THE SEC ON OCTOBER 6, 2004 |
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.
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TEEKAY SHIPPING CORPORATION
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Date: April 17,2007 |
By: |
/s/ Vincent Lok
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Vincent Lok |
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Senior Vice President
and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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TEEKAY SHIPPING CORPORATION
Bayside House, Bayside Executive Park, West Bay Street & Blake Road
P.O. Box AP-59212, Nassau, Bahamas |
JOINT NEWS RELEASE
OMI TO BE ACQUIRED BY TEEKAY AND TORM
April 17, 2007, Teekay Shipping Corporation (Teekay) (NYSE: TK), A/S Dampskibsselskabet TORM
(TORM) (DSE: TORM and NASDAQ: TRMD), and OMI Corporation (OMI) (NYSE: OMM) today announced that
Teekay and TORM have entered into a definitive agreement to acquire OMI. The agreement was
unanimously approved by OMIs Board of Directors.
Under the agreement, OMI shareholders will receive $29.25 in cash for each share of OMI common
stock they hold. Teekay and TORM will equally split the total cost of the transaction of
approximately $2.2 billion, including assumed net debt and other transaction costs. Under the
terms of the agreement, OMI will be permitted to pay a dividend at a rate of $0.15 per share per
quarter, pro rated from April 1 to the closing of the tender offer, up to a maximum of $0.15 per
share in the aggregate.
Under the agreement, Teekay and TORM are required to commence a tender offer to the OMI
shareholders on or before April 27, 2007. The tender offer will be subject to acceptance from OMI
shareholders representing over 50 percent of OMIs outstanding shares as well as receipt of
standard regulatory approvals. If the tender is successful, the transaction is expected to close
during the second quarter of 2007. OMI will promptly file a copy of the definitive agreement with
the Securities and Exchange Commission.
Upon closing, Teekay and TORM have agreed to divide the assets of OMI equally between the
companies. Teekay will acquire OMIs Suezmax operations and eight product tankers, and TORM will
acquire the remaining product tankers, 26 in total.
We are delighted with the outcome of this process, which we believe has greatly benefited our
stockholders and is a testament to the outstanding job our people have done in a highly competitive
market environment, said Craig H. Stevenson, Jr., Chairman and Chief Executive Officer of OMI.
Due to the pending transaction, the OMI Board of Directors has postponed OMIs 2007 Annual Meeting
of Stockholders to June 28, 2007 from May 9, 2007.
About Teekay
Teekay Shipping Corporation transports more than 10 percent of the worlds seaborne oil, has
expanded into the liquefied natural gas shipping sector through its publicly-listed subsidiary,
Teekay LNG Partners L.P. (NYSE: TGP), and is further growing its operations in the offshore
production, storage and transportation sector through its publicly-listed subsidiary, Teekay
Offshore Partners L.P. (NYSE: TOO). With a fleet of over 155 vessels, offices in 17 countries and
5,600 seagoing and shore-based employees, Teekay provides a comprehensive set of marine services to
the worlds leading oil and gas companies, helping them seamlessly link their upstream energy
production to their downstream processing operations. Teekays reputation for safety, quality and
innovation has earned it a position with its customers as The Marine Midstream Company.
Teekays common stock is listed on the New York Stock Exchange where it trades under the symbol
TK.
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About TORM
TORM is one of the worlds leading carriers of refined oil products and has significant activities
in the bulk market. The Company operates more than 100 modern and secure vessels, most of them in
pool co-operation with other respected shipping companies, sharing TORMs commitment to safety,
environmental responsibility and customer service.
TORM was founded in 1889. The Company conducts business all over the world and is headquartered in
Copenhagen, Denmark. TORMs shares are listed in Copenhagen (ticker TORM) as well as on NASDAQ
(ticker TRMD).
About OMI
OMI Corporation is a major international owner and operator of tankers. Its fleet aggregates
approximately 3.5 million deadweight tons and comprises 13 Suezmax tankers (7 of which it owns and
6 of which are chartered-in) and 32 product carriers (of which it owns 28 and charters-in 4). In
addition, the Company has 2 product carriers under construction, which will be delivered in 2009.
In connection with the transaction, OMI received financial advice from Perella Weinberg Partners
and Fearnley Fonds and legal advice from Jones Day.
Important Information
This document is for informational purposes only and is not an offer to buy or the solicitation of
an offer to sell any securities. The solicitation and the offer to buy shares of OMIs common
stock will only be made pursuant to an offer to purchase and related materials that Teekay and TORM
intend to file with the Securities and Exchange Commission. Once filed, OMI shareholders should
read these materials carefully prior to making any decisions with respect to the offer because they
contain important information, including the terms and conditions of the offer. Once filed, OMI
shareholders will be able to obtain the offer to purchase and related materials with respect to the
offer free of charge at the SECs website at www.SEC.gov, from the information agent named in the
tender offer materials or from Teekay or TORM.
Forward looking statements
This release contains forward-looking statements (as defined in Section 21E of the Securities
Exchange Act of 1934, as amended) which reflect managements current views with respect to certain
future events and performance, including statements regarding: the closing of Teekay and TORMs
acquisition of OMI; the timing of circulating the tender offer and subsequent outcome of the
tender; and the individual assets to be acquired by Teekay and TORM. The following factors are
among those that could cause actual results to differ materially from the forward-looking
statements, which involve risks and uncertainties, and that should be considered in evaluating any
such statement: potential failure to close the transaction; potential inability of Teekay to
integrate OMIs operations successfully, including the retention of key employees, customer and
market reaction to the transaction; changes in production of or demand for oil and petroleum
products, either generally or in particular regions; greater than anticipated levels of tanker
newbuilding orders or less than anticipated rates of tanker scrapping; changes in trading patterns
significantly impacting overall tanker tonnage requirements; potential breach of the newbuilding
contracts by any of the parties, potential delays or non-delivery of the newbuildings; changes in
applicable industry regulations; changes in the typical seasonal variations in tanker charter
rates; and other factors discussed in Teekays and TORMs Report on Form 20-F for the fiscal year
ended December 31, 2005 which is on file with the SEC.
For Investor Relations enquiries contact:
Scott Gayton
Tel: +1 (604) 844-6654
For Media enquiries contact:
Kim Barbero
Tel: +1 (604) 609-4703
Web site: www.teekay.com
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