As filed with the Securities and Exchange Commission on April 7, 2004
--------------------------------------------------------------------------------
Registration No. 333-83560
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
Aktieselskabet Dampskibsselskabet Torm
(Exact name of issuer of deposited securities as specified in its charter)
A/S Steamship Company Torm
(Translation of issuer's name into English)
Kingdom of Denmark
(Jurisdiction of incorporation or organization of issuer)
DEUTSCHE BANK TRUST COMPANY AMERICAS
formerly Bankers Trust Company
(Exact name of depositary as specified in its charter)
60 Wall Street
New York, New York 10005
(212) 602 3761
(Address, including zip code, and telephone number, including area
code, of depositary's principal executive offices)
CT Corporation System
1633 Broadway
New York, New York 10016
(Address, including zip code, and telephone number, including area
code, of agent for service)
Copies to:
Francis Fitzherbert-Brockholes Gary J Wolfe
White & Case Seward & Kissel LLP
7-11 Moorgate One Battery Park Plaza
London EC2R 6HH, England New York New York 10004
It is proposed that this filing
become effective under Rule 466: [_] immediately upon filing.
[_] on (Date) at (Time).
If a separate registration statement has been filed to register the
deposited shares, check the following box :
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Each Class of Amount to be Aggregate Price Per Aggregate Offering Amount of
Securities to be Registered Registered Unit* Price** Registration Fee***
----------------------------------------------------------------------------------------------------------------------------
American Depositary Shares evidenced
by American Depositary Receipts, 100,000,000 ADSs $5.00 $5,000,000 $549.78
each American Depositary Share
representing one share, Dkk 10 par
value, of Aktieselskabet
Dampskibsselskabet Torm (the
"shares")
----------------------------------------------------------------------------------------------------------------------------
* Each unit represents 100 American Depositary Shares.
** Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(k), such estimate is computed on the basis of the
maximum aggregate fees or charges to be imposed in connection with the
issuance of receipts evidencing American Depositary Shares.
**** Registration fee of $83.72 paid in connection with the initial registration
of American Depositary Shares on Registration Statement no. 333-83560. An
additional $549.78 is being paid with this Post-Effective Amendment No. 2.
--------------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt
("ADR" or "American Depositary Receipt") included as Exhibit (a) to the Deposit
Agreement filed as Exhibit (a) to the Registration Statement, as amended, which
is incorporated herein by reference.
Item a) DESCRIPTION OF SECURITIES TO BE REGISTERED
Cross Reference
Location in Form of Receipt
Item Number and Caption Filed Herewith as Prospectus
----------------------- ----------------------------
1. Name and address of depositary Introductory Article
2. Title of American Depositary Receipts Face of Receipt, top center
and identity of deposited securities
Terms of Deposit:
(i) The amount of deposited securities Face of Receipt, upper right corner
represented by one unit of
American Depositary Receipts
(ii) The procedure for voting, if any, Articles 14, 15, 17 and 18
the deposited securities
(iii) The collection and distribution of Articles 6, 13, 14, 17 and 18
dividends
(iv) The transmission of notices, reports Articles 12, 14, 15, 17 and 18
and proxy soliciting material
(v) The sale or exercise of rights Articles 13, 14, 17 and 18
(vi) The deposit or sale of securities Articles 13, 14, 16, 17 and 18
resulting from dividends, splits or
plans of reorganization
(vii) Amendment, extension or termin- Articles 20 and 21
ation of the Deposit Agreement
(viii) Rights of holders of Receipts to Article 12
inspect the transfer books of the
depositary and the list of holders of
Receipts
(ix) Restrictions upon the right to Articles 2, 3, 4, 5, 6, 7, 8 and 23
deposit or withdraw the underlying
securities
(x) Limitation upon the liability of the Articles 17, 18, 19 and 21
depositary
3. Fees and Charges Articles 9 and 23
Item b) AVAILABLE INFORMATION
Public reports furnished by issuer Article 12
The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934, as amended, and accordingly files certain
reports with the United States Securities and Exchange Commission (the
"Commission"). These reports can be inspected by holders of Receipts and copied
at public reference facilities maintained by the Commission located at Judiciary
Plaza, 450 Fifth Street, N.W. (Room 1024), Washington D.C. 20549, and at the
principal executive office of the Depositary.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
(a)(1) Deposit Agreement. Deposit Agreement dated as of February 27,
2002, by and among Aktieselskabet Dampskibsselskabet Torm (the
"Company"), Deutsche Bank Trust Company Americas (formerly
Bankers Trust Company), as depositary (the "Depositary"), and
all owners and holders from time to time of American
Depositary Receipts issued thereunder (the "Deposit
Agreement"), including the Form of American Depositary
Receipt. Included herewith as Exhibit (a)(1).
(a)(2) Post-Effective Amendment No. 1 to Deposit Agreement.
Post-Effective Amendment No. 1 to the Deposit Agreement dated
as of April 4, 2002. Included herewith as Exhibit (a)(2).
(a)(3) Form of Post-Effective Amendment No. 2 to Deposit Agreement.
Included herewith as Exhibit (a)(3).
(b) Any other agreement to which the Depositary is a party
relating to the issuance of the American Depositary Shares
registered hereunder or the custody of the deposited
securities represented thereby. Not applicable.
(c) Every material contract relating to the deposited securities
between the Depositary and the issuer of the deposited
securities in effect at any time within the last three years.
Not applicable.
(d) Opinion of White & Case, counsel to the Depositary, as to the
legality of the securities being registered. Previously filed.
(e) Certification under Rule 466. Not applicable.
Powers of Attorney for certain officers and directors and the
authorized representative of the Company. Set forth on the
signature pages hereto.
Item 4. UNDERTAKINGS
(a) The Depositary hereby undertakes to make available at the
principal office of the Depositary in the United States, for
inspection by holders of the American Depositary Receipts, any
reports and communications received from the issuer of the
deposited securities which are both (1) received by the
Depositary as the holder of the deposited securities and (2)
made generally available to the holders of the underlying
securities by the issuer.
(b) If the amounts of fees charged are disclosed in the
prospectus, the Depositary undertakes to prepare a separate
document stating the amount of any fee charged and describing
the service for which it is charged and to deliver promptly a
copy of such fee schedule without charge to anyone upon
request. The Depositary undertakes to notify each registered
holder of an American Depositary Receipt 30 days before any
change in the fee schedule.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that all the requirements
for filing on Form F-6 are met and has duly caused this Post-Effective Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in London, England, on April 7, 2004
Legal entity created by the agreement for
the issuance of American Depositary
Receipts for Registered Shares, Par Value
Dkk 10 each of Aktieselskabet
Dampskibsselskabet Torm
By: Deutsche Bank Trust Company Americas,
As Depositary
By: /s/Jeff Margolick
-----------------------------------------
Name: Jeff Margolick
Title: Vice President
By: /s/ Clare Benson
-----------------------------------------
Name: Clare Benson
Title: Vice President
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Aktieselskabet
Dampskibsselskabet Torm certifies that it has reasonable grounds to believe that
all the requirements for filing on Form F-6 are met and has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Copenhagen, Denmark on
March 30, 2004.
Aktieselskabet Dampskibsselskabet
Torm
By: /s/ Klaus Kjaerulff
-----------------------------------------
Name: Klaus Kjaerulff
Title: President CEO
By: /s/Klaus Nyborg
-----------------------------------------
Name: Klaus Nyborg
Title: CFO
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature
appears below hereby constitutes and appoints Klaus Kjaerulff and Niels Erik
Nielsen, jointly and severally, his/her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities, to sign any and all
further amendments (including pre-effective and post-effective amendments) to
the Registration Statement No. 333-83560, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he/she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment No. 2 to the Registration Statement on
Form F-6 has been signed by the following persons in the following capacities on
March 30, 2004.
Signature Title
/s/ Niels Erik Nielsen
-------------------------------------- Chairman of the Board of Directors
Niels Erik Nielsen
/s/ Christian Frigast
-------------------------------------- Deputy Chairman
Christian Frigast
/s/ Gabriel Panayotides
-------------------------------------- Director
Gabriel Panayotides
-------------------------------------- Director
Ditley Helmer Engel
/s/ Rex Harrington
-------------------------------------- Director
Rex Harrington
/s/ Peder Mouridsen
-------------------------------------- Director
Peder Mouridsen
-------------------------------------- Director
Lennart Arnold Johan Arrias
/s/ Greg Lavelle
-------------------------------------- Authorized Representative in the
Greg Lavelle United States
/s/ Klaus Kjaerulff
-------------------------------------- President CEO
Klaus Kjaerulff
/s/ Klaus Nyborg
-------------------------------------- CFO
Klaus Nyborg
INDEX TO EXHIBITS
Exhibit
Number
(a)(1) Deposit Agreement dated as of February 27, 2002, by and among
Aktieselskabet Dampskibsselskabet Torm, Deutsche Bank Trust Company
Americas, as depositary, and all owners and holders from time to
time of American Depositary Receipts issued thereunder, including
the Form of American Depositary Receipt.
(a)(2) Post-Effective Amendment No. 1 to Deposit Agreement dated as of
April 4, 2002.
(a)(3) Form of Post-Effective Amendment No. 2 to Deposit Agreement.