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 October 2004
NORDIC AMERICAN TANKER SHIPPING LIMITED
(Translation of registrant's name into English)
Canons Court
22 Victoria Street
Hamilton HM 12
Bermuda
(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.
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.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached hereto as Exhibit 1 is a copy of the Amendment to the Restated Management Agreement made as of October 12, 2004, by and between Nordic American Tanker Shipping Limited and Scandic American Shipping Limited.
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: October 29, 2004 By:/s/ Herbjorn Hansson ------------------------ Herbjorn Hansson President and Chief Executive Officer |
01318.0002 #521653
Exhibit 1
AMENDMENT TO RESTATED MANAGEMENT AGREEMENT
This Amendment to the Restated Management Agreement is made as of 12 day of October, 2004, by and between Nordic American Tanker Shipping Limited, a Bermuda company (the "Company"), and Scandic American Shipping Ltd., a Bermuda company ("Scandic").
WHEREAS, the Company and Scandic are parties to a management agreement restated as of June 30, 2004 (the "Restated Management Agreement"); and
WHEREAS, the Restated Management Agreement provides, inter alia, that Scandic shall receive a commission equal to 1.25% of the gross freight earned on chartering of the Company's vessels, as more fully set forth in Clause 5(b) of the Restated Management Agreement;
WHEREAS, the Company and Scandic have agreed to amend Clause 5(b) of the Restated Management Agreement in order to delete the right of Scandic to receive such commission, and to provide in exchange therefor, that the Company shall issue to Scandic that number of common shares equal to 2% of the Company's total outstanding common shares, subject to dilution protection and restrictions on transferability.
NOW, THEREFORE, the parties hereby agreed as follows:
1. Clause 5(b) of the Restated Management Agreement is hereby amended to delete the following sentence:
"Scandic shall attempt to recharter the original three Vessels on an arms-length basis upon such terms as Scandic in its discretion, deems appropriate, subject to the Board's approval. Scandic shall receive a commission equal to 1.25% of the gross freight earned on the rechartering of the Vessel in the spot market or from any time or other period charter employment for such Vessels and any additional Vessels that the Company and/or any subsidiary of the Company may own, acquire or control from time to time, including any time charter, bareboat charter, voyage charter, contract of affreightment or pool participation."
2. The following is added as Clause 5(c) of the Restated Management Agreement:
"The Company shall issue to Scandic 194,132 common shares of the Company, equivalent to 2% of the Company's total outstanding common shares as of the date hereof, as promptly as practicable thereafter, in exchange for a payment by Scandic to the Company of $1,941.32. In the event the Company shall issue additional common shares to any third party or parties (a "Third Party Issuance"), the Company shall also issue that number of the additional common shares to the Manager such that the number of shares issued to the Manager pursuant to this Management Agreement shall equal 2% of the Company's total outstanding common shares after taking into account such Third Party Issuance. The common shares issued to the Manager pursuant to this Agreement may not be transferred for a period of three years from their date of issuance and shall not be registered with the SEC. The certificates for such common shares shall bear appropriate restrictive legends to such effect."
IN WITNESS WHEREOF, the undersigned have executed this Amendment to the Restated Management Agreement as of the date first above written.
NORDIC AMERICAN TANKER
SHIPPING LIMITED
By
/s/_Herbjorn Hansson ---------------------- Name: Herbjorn Hansson Title: President and Chief Executive Officer |
Scandic American Shipping Ltd.
By
/s/_Herbjorn Hansson________ Name: Herbjorn Hansson Title: Director 01318.0002 #521656 |