UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F/A-2
(Mark One)
[_] REPORT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
-------------------------------------------------
Commission file number 000-49650
---------------------------------------------------------
AKTIESELSKABET DAMPSKIBSSELSKABET TORM
--------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
A/S STEAMSHIP COMPANY TORM
--------------------------------------------------------------------------------
(Translation of Registrant's name into English)
Kingdom of Denmark
--------------------------------------------------------------------------------
(Jurisdiction of incorporation or organization)
Tuborg Havnevej 18, DK-2900, Hellerup, Denmark
--------------------------------------------------------------------------------
(Address of principal executive offices)
Securities registered or to be registered pursuant to section 12(b) of the Act.
Name of each exchange
Title of each class on which registered
NONE
--------------------------------------------------------------------------------
Securities registered or to be registered pursuant to section 12(g) of the Act.
Common Shares, par value 10 Danish Kroner per share,*
American Depositary Shares (as evidenced
by American Depositary Receipts),
each representing one (1) common share.
--------------------------------------------------------------------------------
(Title of class)
* Not for trading, but only in connection with the registration of American
Depositary Shares, pursuant to the requirements of the Securities and Exchange
Commission.
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
NONE
--------------------------------------------------------------------------------
(Title of class)
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
36,400,000 common shares, par value 10 Danish Kroner per share.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [_]
Indicate by check mark which financial statement item the registrant has elected
to follow.
Item 17 [X] Item 18 [_]
The Company "Aktieselskabet Dampskibsselskabet Torm" is referred to as "TORM" in
this Annual Report.
EXPLANATORY NOTE
TORM is filing this Amendment to its Report on Form 20-F for its fiscal year
ended December 31, 2003, in order to include a disclosure regarding exemptions
from certain Nasdaq corporate governance rules under Item 6 of the Form 20-F.
This disclosure speaks as of December 31, 2003.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Exemptions from certain Nasdaq corporate governance rules
At the time TORM listed its ADRs with the Nasdaq National Market, it
received an exemption from certain corporate governance requirements. Nasdaq
rules permit Nasdaq to provide exemptions from the Nasdaq corporate governance
standards to a foreign issuer when those standards are contrary to a law, rule
or regulation of any public authority exercising jurisdiction over such issuer
or contrary to generally accepted business practices in the issuer's country of
domicile. TORM has received from Nasdaq an exemption from compliance with
certain corporate governance standards that are contrary to the law, rules,
regulations or generally accepted business practices of Denmark. The exemption,
and the practices followed by TORM, are described below:
o In keeping with Danish law and the rules of the Copenhagen Stock
Exchange, TORM is exempt from Nasdaq's requirement to maintain
three independent directors. Our Board of Directors is currently
comprised of seven members, three of whom are independent
according to Nasdaq's standards for independence.
o In keeping with common practices among companies listed on the
Copenhagen Stock Exchange, TORM is exempt from Nasdaq's
requirement for an audit committee and an audit committee
charter. Our full Board of Directors currently fulfills the
function of an audit committee. Our management is responsible for
the proper and timely preparation of the Company's annual
reports. Once the annual reports have been completed and approved
by management and our Board of Directors, the reports are
delivered to two independent auditors, one of whom must be a
state-authorized public accountant. The audited annual reports
are then presented for shareholder approval at the general
meeting, and once approved, the reports are sent to Denmark's
Commerce and Companies Agency.
ITEM 19. EXHIBITS.
Number Description of Exhibits
------ -----------------------
12.1 [_] Rule 13a-14(a)/15d-14(a) Certification of the Company's
Chief Executive Officer.
12.2 [_] Rule 13a-14(a)/15d-14(a) Certification of the Company's
Chief Financial Officer.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this registration statement on its behalf.
Aktieselskabet Dampskibsselskabet Torm
By: /s/ Klaus Kjaerulff
----------------------
Name: Klaus Kjaerulff
Title: Chief Executive Officer
Date: March 25, 2005
03810.0001 #555630