<PAGE>
Commission File No. _______
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 February, 1999
KNIGHTSBRIDGE TANKERS LIMITED
(Translation of registrant's name into English)
Cedar House
41 Cedar Avenue
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.
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
-------- ----------
<PAGE>
Item 1. INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 1 is a copy of materials from
Knightsbridge Tankers Limited (the "Company"), dated February 24,
1999, relating to the March 31, 1999 General Meeting of
Shareholders.
Attached as Exhibit 2 is a copy of the proxy card
distributed by Knightsbridge Tankers Limited to its shareholders
along with the materials in Exhibit 1.
Item 2. ADDITIONAL INFORMATION
Royal Dutch Petroleum Company and The Shell Transport
and Trading Company, Public Limited Company file annual reports
on Form 20-F (File Nos. 1-3788 and 1-4039) and periodic reports
on Form 6-K with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended. Such annual
reports contain the financial statements of the Royal Dutch/Shell
Group of Companies.
2
<PAGE>
EXHIBIT #1
FOR IMMEDIATE RELEASE
February 24, 1999
TO THE SHAREHOLDERS OF
KNIGHTSBRIDGE TANKERS LIMITED
Enclosed is a Notice of a General Meeting of
Shareholders ("Notice") of Knightsbridge Tankers Limited (the
"Company") which will be held at Cedar House, 41 Cedar Avenue,
Hamilton, Bermuda on Wednesday, March 31, 1999 at 11:00 a.m.
(Bermuda time).
At this General Meeting (the "Meeting"), shareholders of
the Company will consider and vote upon a proposal (i) to elect a
total of 5 Directors to serve until the next General Meeting of
the Shareholders; and (ii) to ratify and approve the appointment
of Deloitte & Touche as the Company's independent auditors for
the fiscal year ending December 31, 1999.
You are cordially invited to attend the Meeting in
person. Whether or not you plan to attend the Meeting, please
sign, date and return as soon as possible the enclosed proxy in
the enclosed stamped, self-addressed envelope. If you attend the
Meeting, you may revoke your proxy and vote your shares in
person.
The affirmative vote of holders of a majority of the
outstanding Common Shares is necessary to approve the reduction
of share premium.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO
ATTEND THE GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES
NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF
EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING
YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED
PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL
THE PROPOSALS LISTED IN THE PROXY STATEMENT.
Very truly yours,
Clarence Dybeck
Chairman
3
<PAGE>
Knightsbridge Tankers Limited
Investor Relations
P.O.Box 7007, S-103 86, Knightsbridge Tankers Limited
Stockholm, Sweden Registered Office
Telephone: Int + 46-8-613 30 30 Cedar House, 41 Cedar Avenue
Telefax: Int + 46-8-613 99 09 Hamilton, HM 12, Bermuda
4
<PAGE>
KNIGHTSBRIDGE TANKERS LIMITED
NOTICE OF GENERAL MEETING OF SHAREHOLDERS
MARCH 31, 1999
NOTICE IS HEREBY given that a General Meeting of the
shareholders of Knightsbridge Tankers Limited (the "Company")
will be held on March 31, 1999 at 11:00 a.m., Bermuda time, at
Cedar House, 41 Cedar Avenue, Hamilton, Bermuda, for the
following purposes, all of which are more completely set forth in
the accompanying proxy statement:
1. To elect a total of 5 Directors to serve until the
next General Meeting of Shareholders or until their respective
successors are duly elected and qualified.
2. To ratify and approve the appointment of Deloitte &
Touche as the Company's independent auditors for the fiscal year
ending December 31, 1999.
3. To transact other such of the business as may
properly come before the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business
on February 12, 1999, as the record date for the determination of
the shareholders entitled to receive notice of the General
Meeting or any adjournment thereof.
IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO
ATTEND THE GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES
NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF
EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING
YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED
PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL
THE PROPOSALS LISTED ABOVE.
In the event you decide to attend the meeting, you may
revoke your proxy and vote in person.
BY ORDER OF THE BOARD OF DIRECTORS
_________________________________
Jackie Armstrong
Secretary
Dated: February 24, 1999
5
<PAGE>
KNIGHTSBRIDGE TANKERS LIMITED
CEDAR HOUSE
41 CEDAR AVENUE
HAMILTON HM EX, BERMUDA
______________________
PROXY STATEMENT
FOR
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, MARCH 31, 1999
_____________________
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited on behalf of the Board
of Directors ("Board" or "Directors") of Knightsbridge Tankers
Limited, a Bermuda company (the "Company"), for use at the
General Meeting of Shareholders to be held at Cedar House,
41 Cedar Avenue, Hamilton, Bermuda on Wednesday, March 31, 1999,
at 11:00 a.m. local time (the "Meeting"), or at any adjournment
or postponement thereof, for the purposes set forth herein and in
the accompanying Notice of General Meeting of Shareholders. This
Proxy Statement and the accompanying form of proxy are expected
to be mailed to shareholders of the Company entitled to receive
notice of the Meeting, on or about February 24, 1999.
The outstanding shares of the Company at February 12,
1999 (the "Record Date"), consisted of 17,100,000 common shares,
par value $.01 (the "Common Shares"). Each shareholder of record
at the close of business on the Record Date is entitled to
receive notice of the General Meeting and to one (1) vote for
each Common Share then held. One-third of the outstanding Common
Shares shall constitute a quorum at the General Meeting. The
Common Shares represented by any proxy in the enclosed form will
be voted in accordance with the instructions given on the proxy
if the proxy is properly executed and is received by the Company
prior to the close of voting at the Meeting or any adjournment or
postponement thereof.
The Common Shares are listed on the NASDAQ National
Market under the symbol "VLCCF."
A shareholder giving a proxy may revoke it at any time
before it is exercised. A proxy may be revoked by filing with
the Secretary of the Company at the Company's principal office,
Cedar House, 41 Cedar Avenue, Hamilton HM EX, Bermuda, a written
notice of revocation by a duly executed proxy bearing a later
date, or by attending the Meeting and voting in person.
6
<PAGE>
All Common Shares of the Company represented by valid
proxies received pursuant to this solicitation, and not revoked,
will be voted at the General Meeting
In the event there are not sufficient votes for approval
of any of the matters to be voted upon at the General Meeting,
the General Meeting may be adjourned in order to permit further
solicitation of proxies.
The form of proxy provides a space for you to withhold
your vote for each of the nominees for the Board of Directors if
you choose to do so. You are urged to indicate the way you wish
to vote on each matter in the space provided. If no space is
marked, it will be voted by the proxies named therein. (i) FOR
the election of Directors as set forth below, (ii) FOR
ratification and approval of the appointment of Deloitte & Touche
as independent auditors; and (iii) in such persons' discretion
upon such other business as may properly come before the meeting.
ICB Shipping (Bermuda) Ltd., the Manager of the Company,
will bear the cost of the solicitation of proxies and will
reimburse brokerage houses and other custodians, fiduciaries and
nominees for their expenses in sending solicitation material to
their principals. In addition to the solicitation of proxies by
the use of the mails, proxies may also be solicited by the
Directors, officers and employees of the Company by telephone,
cable and personal interviews. Directors, officers and employees
of the Company who solicit proxies will not receive additional
compensation therefor.
PROPOSAL 1 - ELECTION OF DIRECTORS
Pursuant to the Company's Bye-laws the number of
Directors of the Company has been set at five. As provided in
the Company's Bye-laws, each Director is elected at each General
Meeting of shareholders and shall hold office until his successor
is elected and qualified or until his earlier resignation or
removal.
Set forth below is information concerning each nominee
for Director. All five nominees are currently Directors of the
Company.
Unless the proxy is marked to indicate that such
authorization is expressly withheld, the persons named in the
enclosed proxy intend to vote the shares authorized thereby FOR
the election of the following five nominees. In accordance with
the Company's Bye-laws, Directors are elected by a majority of
the votes cast at a meeting of shareholders by the shareholders
entitled to vote in the election. It is expected that each of
these nominees will be able to serve, but if before the election
7
<PAGE>
it develops that any of the nominees are unavailable, the persons
named in the accompanying proxy will vote for the election of
such substitute nominee or nominees as the current Board of
Directors may recommend.
Nominees For Election To The Company's Board Of Directors
Information concerning the nominees for Directors of the
Company is set forth below:
Director Position with
Name Age Since the Company
____ ___ ________ _____________
Clarence Dybeck 68 1996 Director and Chairman
of the Board
Ola Lorentzon 49 1996 Director, Deputy
Chairman & Treasurer
Douglas C. Wolcott 67 1996 Director
David M. White 58 1996 Director
Timothy Counsell 40 1998 Director
____________________
* Nominee for election
Clarence Dybeck has been Chairman and a director of the
Company since September 18, 1996. Mr. Dybeck has also served as
Chairman of the Board and as a director of ICB since 1988 and
1986, respectively. Mr. Dybeck has also been Chairman of
Stockholm Chartering AB since 1990 and of Arvak Ltd. since 1997.
Mr. Dybeck has been involved in the commercial shipping industry
since 1956.
Ola Lorentzon has been Deputy Chairman, Treasurer and a
director of the Company since September 18, 1996. Mr. Lorentzon
has also been a director and President of ICB since 1987.
Mr. Lorentzon is also currently a director of the Swedish
Protection and Indemnity Club (SAAF), Swedish Ships' Mortgage
Bank and The Swedish Shipowners' Association. Mr. Lorentzon is
also Deputy Chairman of the Liberian Shipowners Council and a
member of the International Association of Tanker Owners
(Intertanko) Council.
Douglas C. Wolcott has been a director of the Company
since September 18, 1996. Mr. Wolcott has also served as
President of Chevron Shipping Corporation until 1994. He was
formerly the Chairman of the Oil Companies International Forum
8
<PAGE>
(OCIMF), the Interim Supplement to Tanker Liability for Oil
Pollution (CRISTAL) and the Marine Preservation Association
(MPA). Mr. Wolcott also served as Deputy Chairman and Director
of the United Kingdom Protection and Indemnity Club and as a
director of The American Bureau of Shipping and London & Overseas
Freighters Limited. He is currently also a director of the
Golden Ocean Group Limited and the On-the-Go Software Co.
Mr. Wolcott is also chairing the U.S. National Research Council's
Committee on the "Oil Pollution Act of 1990 (Section 4115)
Implementation Review".
David M. White has been a director of the Company since
September 18, 1996. Mr. White is Chairman of Dan White
Investment Limited. Mr. White has also served as a director of
NatWest Equity Primary Markets Limited from January 1992 to March
1996, and was previously a director of both NatWest Markets
Corporate Finance Limited and NatWest Markets Securities Limited
until December 1991.
Timothy Counsell has been a director of Knightsbridge
Tankers Limited since March 27, 1998. Mr. Counsell has been a
partner of the law firm of Appleby, Spurling & Kempe, Bermudian
counsel to the Company and the Manager, since 1990.
Messrs. Wolcott and White are members of the Audit
Committee of the Board of Directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN
FAVOR OF THE PROPOSED DIRECTORS. PROXIES RECEIVED BY THE
MANAGEMENT WILL BE VOTED IN FAVOR OF ALL SUCH PROPOSED DIRECTORS
UNLESS A CONTRARY VOTE IS SPECIFIED.
PROPOSAL 2 - RATIFICATION AND APPROVAL OF APPOINTMENT
OF INDEPENDENT AUDITORS
The Board is submitting for ratification and approval at
the meeting the selection of Deloitte & Touche as the Company's
independent auditors for the fiscal year 1999. The approval of
this proposal will require a majority of the votes cast at the
Meeting.
Deloitte & Touche has advised the Company that the firm
does not have any direct or indirect financial interest in the
Company, nor has such firm had any such interest in connection
with the Company during the past three fiscal years other than in
its capacity as the Company's independent auditors.
All services rendered by the independent auditors are
subject to review by the Audit Committee.
9
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION AND APPROVAL OF THE APPOINTMENT OF DELOITTE & TOUCHE
AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE 1999 FISCAL YEAR.
PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH
RATIFICATION AND APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.
OTHER INFORMATION
Management knows of no business which will be presented
for consideration at the General Meeting other than that stated
in the Notice of Meeting. Should any additional matter come
before the General Meeting, it is intended that proxies in the
accompanying form will be voted in accordance with the judgment
of the person or persons named in the proxy.
By Order of the Directors
________________________
Jackie Armstrong
Secretary
February 24, 1999
Hamilton, Bermuda
10
<PAGE>
February 16, 1999
TO: The Shareholders of
Knightsbridge Tankers Limited
That Are United States Taxpayers
As you are aware, Knightsbridge Tankers Limited
("Knightsbridge") is a "Passive Foreign Investment Company"
("PFIC") for United States income tax purposes. The following is
a PFIC annual information statement for the taxable year of
Knightsbridge beginning on January 1, 1998 and ending on
December 31, 1998. This statement is being provided so that you
may report your pro rata share of Knightsbridge's income in the
event that you have elected to treat Knightsbridge as a
"qualified electing fund" ("QEF") under the applicable provisions
of the United States Internal Revenue Code.
You should keep this statement in your records, but,
unlike last year, you do not need to attach this statement to
your IRS Form 8621, "Return by a Shareholder of a Passive Foreign
Investment Company or Qualified Electing Fund". In order to
assist you in completing Form 8621, the address of Knightsbridge
is: Cedar House, 41 Cedar Avenue, Hamilton HM 12, Bermuda.
Knightsbridge Tankers Limited
Investor Relations
P.O.Box 7007, S-103 86, Knightsbridge Tankers Limited
Stockholm, Sweden Registered Office
Telephone: Int + 46-8-613 30 30 Cedar House, 41 Cedar Avenue
Telefax: Int + 46-8-613 99 09 Hamilton, HM 12, Bermuda
11
<PAGE>
PFIC Annual Information Statement
1. This Information Statement applies to the taxable year of
Knightsbridge Tankers Limited ("Knightsbridge") beginning on
January 1, 1998 and ending on December 31, 1998 (the
"Taxable Year").
2. (i) Your pro rata share of the ordinary earnings of
Knightsbridge for the Taxable Year may be determined
as follows:
(a) If you owned the same number of Knightsbridge
shares from January 1, 1998 through December 31,
1998, multiply the number of such Knightsbridge
shares by $0.615474.
(b) If you did not own Knightsbridge shares for the
entire period beginning January 1, 1998 and
ending December 31, 1998, multiply the number of
shares you owned by $0.615474, divide the result
by 365, and multiply by the number of days during
1998 that you held such shares.*
(c) If you owned different numbers of Knightsbridge
shares at different times during 1998, perform
the calculation specified in (b) above separately
for each lot of shares owned.
(ii) Your pro rata share of the net capital gain of
Knightsbridge for the Taxable Year is zero.
3. The amount of cash and the fair market value of other
property distributed or deemed distributed by Knightsbridge
during the Taxable Year is as follows:
Cash: See note**
____________________
* For example, if you acquired 100 shares on July 1, 1998
and held them throughout the remainder of 1998, your pro
rata share of Knightsbridge's ordinary earnings would be
$31.03 (i.e., 100 shares x $0.615474 x 184/365).
** On February 10, 1998, Knightsbridge made a distribution of
$0.75 per share to shareholders of record on January 26,
1998. On May 12, 1998, Knightsbridge made a distribution
of $0.45 per share to shareholders of record on April 27,
1998. On August 11, 1998, Knightsbridge made a
distribution of $0.63 per share to shareholders of record
on July 27, 1998. On November 10, 1998, Knightsbridge
(footnote continued)
12
<PAGE>
Fair Market Value of Property: 0
4. Knightsbridge will permit you to inspect and copy
Knightsbridge's permanent books of account, records, and
such other documents as may be maintained by Knightsbridge
to establish that Knightsbridge's ordinary earnings and net
capital gain are computed in accordance with U.S. income tax
principles, and to verify these amounts and your pro rata
shares thereof.
KNIGHTSBRIDGE TANKERS LIMITED
Date: February 16, 1999 By: /s/ Ola Lorentzon
_________________ ______________________
Name: Ola Lorentzon
Title: Deputy Chairman
THIS INFORMATION IS PROVIDED IN ORDER TO ASSIST SHAREHOLDERS IN
MAKING CALCULATIONS, AND DOES NOT CONSTITUTE TAX ADVICE.
SHAREHOLDERS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE OVERALL TAX CONSEQUENCES OF THE OWNERSHIP OF
COMMON SHARES ARISING IN THEIR OWN PARTICULAR SITUATIONS UNDER
UNITED STATES FEDERAL, STATE, LOCAL OR FOREIGN LAW.
____________________
(footnote continued)
made a distribution of `$0.53 per share to shareholders of
record on October 26, 1998. The total amount of these
four distributions exceeded the sum of Knightsbridge's
earnings and profits for the Taxable Year and
Knightsbridge's earnings and profits accumulated in prior
years. Accordingly, 30.46% of the February distribution
is a dividend and 69.54% of the distribution is a non-
taxable return of capital. With respect to each of the
other three distributions, 26.08% of the distribution is a
dividend and 73.92% of the distribution is a non-taxable
return of capital.
13
<PAGE>
EXHIBIT #2
KNIGHTSBRIDGE TANKERS LIMITED
GENERAL MEETING OF SHAREHOLDERS
MARCH 31, 1999
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
The undersigned hereby appoints Clarence Dybeck, Timothy Counsell
and Jackie Armstrong, and each of them jointly and severally, as
his agents and proxies with full power of substitution to vote
any and all Common Shares of Knightsbridge Tankers Limited which
the undersigned is entitled to vote and at the General Meeting of
Shareholders of said Company at 11:00 a.m., Bermuda time, at
Cedar House, 41 Cedar Avenue, Hamilton, Bermuda, to be held
Wednesday, March 31, 1999, or any adjournment or postponement
thereof, as specified on the reverse hereof.
THIS PROXY WILL BE VOTED AS THE UNDERSIGNED SPECIFIED ON THE
REVERSE HEREOF. UNLESS OTHERWISE MARKED, THIS PROXY WILL BE
VOTED FOR PROPOSALS ONE AND TWO.
14
<PAGE>
THE BOARD OF DIRECTORS SOLICITS YOUR PROXY FOR THE FOLLOWING
ITEMS:
Please mark your votes as indicated in
this example / X /
1. PROPOSAL to elect a total of 5 Directors to serve until the
next General Meeting of Shareholders or until their
respective successors are duly elected and qualified.
FOR all nominees listed WITHHOLD AUTHORITY
to the right (except as to vote for all nominees
marked to the contrary) listed to the right
/ / / /
Nominees: Timothy Counsell, Clarence Dybeck, Ola Lorentzon,
David M. While, Douglas C. Wolcott
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)
_______________________________________________________________
2. PROPOSAL to ratify and approve the appointment of Deloitte &
Touche as the Company's independent auditors for the fiscal
year ending December 31, 1999.
FOR AGAINST ABSTAIN
/ / / / / /
15
<PAGE>
3. To transact other such of the business as may properly come
before the meeting or any adjournment thereof.
Dated _______________________, 1999
___________________________________
Signature
___________________________________
Signature
NOTE: Please sign as name appears herein. Joint owners should
each sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such.
16
<PAGE>
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.
KNIGHTSBRIDGE TANKERS LIMITED
(registrant)
Dated: February 25, 1999 By: /s/ Ola Lorentzo
____________________________
Ola Lorentzon
Director, Deputy Chairman
and Treasurer
17
01655002.AG1
