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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OMI CORPORATION
(Exact name of registrant as specified in its charter)
THE REPUBLIC OF THE MARSHALL ISLANDS 52-2098714
(State or other jurisdiction of
incorporation or organization) (I.R.S. Employer Identification
No.)
One Station Place
Stamford, CT 06902
(Address of Principal Executive Offices) (Zip Code)
OMI CORPORATION
1998 STOCK OPTION PLAN
(Full title of the plan)
--------------
FREDRIC S. LONDON, ESQ.
OMI CORPORATION
One Station Place
Stamford, CT 06902
(203) 602-6700
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
- - ----------------------------- ------------------ ------------------------ -------------------------- -----------------------
PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE AGGREGATE OFFERING PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED PRICE PER SHARE AGGREGATE OFFERING PRICE REGISTRATION FEES
- - ----------------------------- ------------------ ------------------------ -------------------------- -----------------------
<S> <C> <C> <C> <C>
Common Shares 3,300,000 shares $ N/A $ N/A $9,126 (1)
par value $0.50
============================= ================== ======================== ========================== =======================
</TABLE>
(1) There is currently no market for the securities to be registered. The
registration fee has therefore been calculated pursuant to Rule 457(h)
under the Securities Act of 1933, as amended, based on the book value
of such securities. The book value of the securities to be registered
is $30,933,897. The applicable filing fee has been calculated as
follows: ($30,933,897 / $1,000,000) x $295 = $9,126.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following information heretofore filed with the Securities
Exchange Commission ("Commission") pursuant to the Securities Act of 1933 as
amended (the "Securities Act") and the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), is incorporated herein by reference:
(a) The audited financial statements of Universal Bulk Carriers, Inc. (the
Registrant's predecessor) for fiscal year 1997 included on pages
F1-F36 of the Registrant's Form S-1 filed on May 15, 1998,
Registration Statement No. 333-52771 (the "Form S-1").
(b) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment indicating that all of the securities offered hereby have
been sold or deregistering all such securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of those
documents.
(c) The information set forth under the caption "Description of New OMI
Common Stock" in the Registrant's Registration Statement on Form 8-A,
filed on May 15, 1998, Commission file number 001-14135, and the
information set forth under the caption "New OMI - Capital Stock To Be
Registered," "New OMI - Restrictions on Import and Export of Capital,"
"New OMI - Certain Change in Control Effects of Certain Provisions of
the Certificate of Incorporation and By-Laws of New OMI" and "New OMI
- Tax Consequences Under Marshall Islands Law" of the Form S-1.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
(1) The audited financial statements of the Registrant for the fiscal
year ended December 31, 1997 appearing in the Form S-1, have been audited by
Deloitte & Touche LLP, independent auditors, as set forth in their reports
thereon appearing therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Deloitte & Touche LLP, pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange Commission) given
upon the authority of such firm as experts in accounting and auditing.
(2) The financial statements of Amazon Transport Inc. as of December
31, 1997 incorporated by reference in this Registration Statement, have been
audited by Arthur Andersen & Co., independent auditors, as stated in their
report therein and incorporated herein by reference. Such financial statements
are, and audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Arthur
Anderson & Co., pertaining to such financial statements (to the extent covered
by consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
(3) The financial statements of Mosaic Alliance Corporation as of
December 31, 1996, incorporated by reference in this Registration Statement,
have been audited by Coopers & Lybrand, independent auditors, as stated in their
report therein and incorporated herein by reference. Such financial statements
are, and audited financial statements to be included in subsequently filed
documents will be, incorporated herein in reliance upon the reports of Coopers &
Lybrand, pertaining to such financial statements (to the extent covered by
consents filed with the Securities and Exchange Commission) given upon the
authority of such firm as experts in accounting and auditing.
(4) The legality of the shares of Common Stock offered hereby has been
passed upon for the Registrant by Fredric S. London, Esq., Senior Vice
President, Secretary and General Counsel of the Company. Following the spin-off
of the Registrant's Common Stock to the stockholders of the Registrant's parent,
OMI Corp., anticipated to take place on June 17, 1998, Mr. London will
beneficially own 74,871 shares of Common Stock of the Registrant and will, under
stock option plans of the Registrant, hold options to purchase 102,000 shares of
Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Marshall Islands law provides that with respect to legal actions
against a person by reason of the fact that such person is or was a director or
officer of a corporation, such corporation (i) must indemnify such person for
expenses of litigation when such person is successful on the merits; (ii) may
indemnify such person for expenses, judgments, fines and amounts paid in
settlement of litigation (other than in an action by or in right of the
corporation), even if such person is not successful on the merits, if such
person acted in good faith and in a manner that such person reasonably believed
to be in or not opposed to the best interests of the corporation (and, in the
case of criminal proceedings, had no reason to believe that conduct was
unlawful); and (iii) may indemnify such person for the expenses of a suit by or
in the interest of the corporation, even if such person is not successful on the
merits, if such person acted in good faith and in a manner which such person
reasonably believed to be in or not opposed to the best interests of the
corporation, provided that no indemnification may be made if such person has
been found to be liable of negligence or misconduct in the performance of his
duties to the corporation unless the court in which such action was brought
determines that, despite the finding of liability, such person is fairly and
reasonably entitled to indemnity for such expenses. The advancement of
litigation expenses to a director or officer is also authorized upon receipt by
the board of directors of an undertaking to repay such amounts if it is
ultimately determined that such person is not entitled to indemnification.
Articles of Incorporation and By-laws of the Registrant limit personal liability
of directors and officers to the fullest extent permitted by Marshall Islands
law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of new York, United States of America
on this 17th day of June, 1998.
OMI CORPORATION
By: /s/ Craig H. Stevenson, Jr.
--------------------------------
Craig H. Stevenson, Jr.
Director and Chief Executive Officer
By: /s/ Vincent J. de Sostoa
--------------------------------
Vincent J. de Sostoa
Director, Senior Vice President and
Chief Financial Officer
By: /s/ Fredric S. London
--------------------------------
Fredric S. London
Director, Senior Vice President
and General Counsel
By: /s/ Robert Bugbee
--------------------------------
Robert Bugbee
Senior Vice President
By: /s/ Kathleen C. Haines
--------------------------------
Kathleen C. Haines
Vice President and Controller
<PAGE>
EXHIBIT INDEX
4.1 Form of Common Stock Certificate (incorporated by reference to the
Registration Statement on Form S-1 filed by the Registrant on May 15,
1998, Registration Statement Number 333-52771).
4.2 Articles of Association of OMI Corporation (incorporated by reference
to the Registration Statement on Form S-1 filed by the Registrant on
May 15, 1998, Registration Statement Number 333-52771).
4.3 By-laws of OMI Corporation (incorporated by reference to the
Registration Statement on Form S-1 filed by the Registrant on May 15,
1998, Registration Statement Number 333-52771).
4.4 OMI Corporation Stock Option Plan.
5.1 Opinion of Fredric S. London, Esq.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Coopers & Lybrand.
23.3 Consent of Arthur Andersen & Co.
23.4 Consent of Fredric S. London, Esq. (included in the opinion
constituting Exhibit 5.1).
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Exhibit 4.4
OMI CORPORATION
1998 STOCK OPTION PLAN
1. Purposes. The purposes of the OMI Corporation 1998 Stock Option
Plan are:
(a) To further the growth, development and success of the Company and
its Subsidiaries by enabling the executive and other employees and directors of,
and consultants to, the Company and its Subsidiaries to acquire a continuing
equity interest in the Company, thereby increasing their personal interests in
such growth, development and success and motivating such employees, directors
and consultants to exert their best efforts on behalf of the Company and its
Subsidiaries; and
(b) To maintain the ability of the Company and its Subsidiaries to
attract and retain employees, directors and consultants of outstanding ability
by offering them an opportunity to acquire a continuing equity interest in the
Company and its Subsidiaries which will reflect the growth, development and
success of the Company and its Subsidiaries.
Toward these objectives, the Committee may grant Options to such employees,
directors and consultants, all pursuant to the terms and conditions of the Plan.
2. Definitions. As used in the Plan, the following capitalized terms
shall have the meanings set forth below:
(a) "AGREEMENT" - a stock option award agreement evidencing an Option.
(b) "BOARD" - the Board of Directors of the Company.
(c) "CHANGE IN CONTROL" - a "change in control" with respect to the
Company that would be required to be reported in response to Item 1(a) of the
Current Report on Form 8-K, pursuant to Section 13 or 15(d) of the Exchange Act,
or equivalent for foreign filers, other than in connection with the
Distribution; provided that, without limitation, a "Change in Control" shall be
deemed to have occurred at such time as any person or group of persons, within
the meaning of Section 13(d) or 14(d) of the Exchange Act, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of twenty percent (20%) or more of the combined voting power of
the then outstanding securities of the Company (other than, in any such event, a
sale or other disposition to or for the benefit of any employee benefit plan (or
related trust) of the Company or a Subsidiary, or acquisition or offer to
acquire, by or on behalf of, the Company or a Subsidiary or any group comprised
solely of such entities, of shares of Stock); provided, however, that a "Change
in Control" shall not be deemed to have occurred if such a person or group files
and maintains a Schedule 13G pursuant to Rule 13d-1 under the Exchange Act in
connection with its purchase of such securities; provided further, however, that
upon the filing of a Schedule 13D pursuant to such rule by such person or group
in connection with such securities, there shall be deemed to be an immediate
"Change in Control." The foregoing to the contrary notwithstanding, a "Change in
Control" shall be deemed to have occurred if individuals who constitute the
"Incumbent Board" cease for any reason to constitute at least a majority of the
Board. "Incumbent Board" shall mean those individuals who constitute the Board
immediately following the date of the Distribution, or any successor or
additional individual who becomes a member of the Board and whose election, or
nomination for election, by the shareholders of the Company was approved by a
vote of at least three-fourths of the members of the Board comprising the
Incumbent Board (either by a specific vote or by approval of the proxy statement
of the Company in which such individual was named as a nominee for member of the
Board without objection to such nomination).
(d) "CODE" - the Internal Revenue Code of 1986, as it may be amended
from time to time, including regulations and rules thereunder and successor
provisions and regulations and rules thereto.
(e) "COMMITTEE" - the Compensation Committee of the Board, or such
other Board committee as may be designated by the Board to administer the Plan.
(f) "COMPANY" - OMI Corporation, a Marshall Islands corporation, or
any successor entity.
(g) "DISTRIBUTION" - the distribution of all of the issued and
outstanding shares of Stock to the stockholders of Parent as declared by the
Board of Directors of Parent.
(h) "EXCHANGE ACT" - the Securities Exchange Act of 1934, as it may be
amended from time to time, including regulations and rules thereunder and
successor provisions and regulations and rules thereto.
(i) "FAIR MARKET VALUE" of a share of Stock as of a given date shall
be: (i) the mean of the highest and lowest reported sale prices for a share of
Stock, on the principal exchange on which the Stock is then listed or admitted
to trading, for such date, or, if no such prices are reported for such date, the
most recent day for which such prices are available shall be used; (ii) if the
Stock is not then listed or admitted to trading on a stock exchange, the mean of
the closing representative bid and asked prices for the Stock on such date as
reported by Nasdaq National Market (or any successor or similar quotation system
regularly reporting the market value of the Stock in the over-the-counter
market), or, if no such prices are reported for such date, the most recent day
for which such prices are available shall be used; or (iii) in the event each of
the methods provided for in clauses (i) and (ii) above shall not be practicable,
the fair market value determined by such other reasonable valuation method as
the Committee shall, in its discretion, select and apply in good faith as of the
given date; provided, however, that for purposes of paragraphs (a) and (g) of
Section 6, such fair market value shall be determined subject to Section
422(c)(7) of the Code.
(j) "ISO" or "INCENTIVE STOCK OPTION" - an option to purchase Stock
granted to an Optionee under the Plan in accordance with the terms and
conditions set forth in Section 6 and which conforms to the applicable
provisions of Section 422 of the Code.
(k) "NOTICE" - written notice actually received by the Company at its
executive offices on the day of such receipt, if received on or before 1:30
p.m., on a day when the Company's executive offices are open for business, or,
if received after such time, such notice shall be deemed received on the next
such day, which notice may be delivered in person to the Company's Chief
Financial Officer or sent by facsimile to the Company, or sent by certified or
registered mail or overnight courier, prepaid, addressed to the Company at 1
Station Place, Stamford, Connecticut 06902, Attention: Secretary.
(l) "OPTION" - an option to purchase Stock granted to an Optionee
under the Plan in accordance with the terms and conditions set forth in Section
6. Options may be either ISOs or stock options other than ISOs.
(m) "OPTIONEE"- an individual who is eligible, pursuant to Section 5,
and who has been selected, pursuant to Section 3(c), to participate in the Plan,
and who has been granted an Option under the Plan in accordance with the terms
and conditions set forth in Section 6.
(n) "PARENT" - OMI Corp., a Delaware corporation, and, prior to the
Distribution, owner of all of the issued and outstanding shares of Stock.
(o) "PLAN" - this OMI Corporation 1998 Stock Option Plan.
(p) "SECURITIES ACT" - the Securities Act of 1933, as it may be
amended from time to time, including regulations and rules thereunder and
successor provisions and regulations and rules thereto.
(q) "STOCK" - the $.50 par value common stock of the Company.
(r) "SUBSIDIARY" shall mean (i) any present or future corporation
which is or would be a "subsidiary corporation" of the Company as the term is
defined in Section 424(f) of the Code and (ii) for purposes of Options which are
not ISOs, any partnership, limited liability company or unincorporated entity in
which the Company presently or in the future owns, directly or indirectly, an
aggregate profits interest or capital interest of fifty percent (50%) or more,
which the Committee in its discretion determines will be a "Subsidiary" for
purposes of the Plan.
3. Administration of the Plan. (a) The Committee shall have exclusive
authority to operate, manage and administer the Plan in accordance with its
terms and conditions. Notwithstanding the foregoing, in its absolute discretion,
the Board may at any time and from time to time exercise any and all rights,
duties and responsibilities of the Committee under the Plan, including, but not
limited to, establishing procedures to be followed by the Committee, except with
respect to matters which under any applicable law, regulation or rule, are
required to be determined in the sole discretion of the Committee.
(b) The Committee shall be appointed from time to time by the Board,
and the Committee shall consist of not less than two (2) members of the Board.
Appointment of Committee members shall be effective upon their acceptance of
such appointment. Committee members may be removed by the Board at any time
either with or without cause, and such members may resign at any time by
delivering notice thereof to the Board. Any vacancy on the Committee, whether
due to action of the Board or any other reason, shall be filled by the Board.
(c) The Committee shall have all authority that may be necessary or
helpful to enable it to discharge its responsibilities with respect to the Plan.
Without limiting the generality of the foregoing sentence or paragraph (a) of
this Section 3, and in addition to the powers otherwise expressly designated to
the Committee in the Plan, the Committee shall have the exclusive right and
discretionary authority to: interpret the Plan and the Agreements; construe any
ambiguous provision of the Plan and/or the Agreements; determine eligibility for
participation in the Plan; decide all questions concerning eligibility for and
the amount of Options granted under the Plan; select, from time to time, from
amongst those eligible, the employees, directors and consultants to whom Options
shall be granted under the Plan, which selection may be based upon information
furnished to the Committee by the Company's management; determine whether an
Option shall take the form of an ISO or Option other than an ISO; determine the
number of shares of Stock to be included in any Option or to which any Option
shall otherwise relate and the periods for which Options will be outstanding;
establish, amend, waive and/or rescind rules and regulations and administrative
guidelines for carrying out the Plan; to the extent permitted under the Plan and
the applicable Agreement, grant waivers of terms, conditions, restrictions and
limitations under the Plan or applicable to any Option; to the extent permitted
under the applicable Agreement, permit the transfer of an Option or the exercise
of an Option by one other than the Optionee who received the grant of such
Option (other than any such a transfer or exercise which would cause any ISO to
fail to qualify as an "incentive stock option" under Section 422 of the Code);
correct any errors, supply any omissions or reconcile any inconsistencies in the
Plan and/or any Agreement or any other instrument relating to any Option; to the
extent permitted by the Plan, amend or adjust the terms and conditions of any
outstanding Option and/or adjust the number and/or class of shares of Stock
subject to any outstanding Option; in accordance with the terms of the Plan,
establish and administer any terms, conditions, performance goals, performance
targets, restrictions, limitations and other provisions of any Options; at any
time and from time to time after the granting of an Option, specify such
additional terms, conditions and restrictions with respect to any such Option as
may be deemed necessary or appropriate to ensure compliance with any and all
applicable laws or rules, including, but not limited to, terms, restrictions and
conditions for compliance with applicable securities laws, regarding an
Optionee's exercise of Options by tendering shares of Stock or under a "cashless
exercise" program established by the Committee, and methods of withholding or
providing for the payment of required taxes; adopt such procedures and subplans
and grant Options on such terms and conditions as the Committee determines
necessary or appropriate to permit participation in the Plan by individuals
otherwise eligible to so participate who are foreign nationals or employed
outside of the United States, or otherwise to conform to applicable requirements
or practices of jurisdictions outside of the United States; and take any and all
such other actions it deems necessary or advisable for the proper operation
and/or administration of the Plan. The Committee shall have full discretionary
authority in all matters related to the discharge of its responsibilities and
the exercise of its authority under the Plan. Decisions and actions by the
Committee with respect to the Plan and any Agreement shall be final, conclusive
and binding on all persons having or claiming to have any right or interest in
or under the Plan and/or any Agreement.
(d) Each Option shall be evidenced by an Agreement, which shall be
executed by the Company and the Optionee to whom such Option has been granted,
unless the Agreement provides otherwise; however, two or more Options to a
single Optionee may be combined in a single Agreement. An Agreement shall not be
a precondition to the granting of an Option; however, no person shall have any
rights under any Option unless and until the Optionee to whom the Option shall
have been granted (i) shall have executed and delivered to the Company an
Agreement or other instrument evidencing the Option, unless such Agreement
provides otherwise, and (ii) has otherwise complied with the applicable terms
and conditions of the Option. The Committee shall prescribe the form of all
Agreements, and, subject to the terms and conditions of the Plan, shall
determine the content of all Agreements. Any Agreement may be supplemented or
amended in writing from time to time as approved by the Committee; provided that
the terms and conditions of any such Agreement as supplemented or amended are
not inconsistent with the provisions of the Plan.
(e) A majority of the members of the entire Committee shall constitute
a quorum and the actions of a majority of the members of the Committee in
attendance at a meeting at which a quorum is present, or actions by a written
instrument signed by all members of the Committee, shall be the actions of the
Committee.
(f) The Committee may consult with counsel who may be counsel to the
Company. The Committee may, with the approval of the Board, employ such other
attorneys or consultants, accountants, appraisers, brokers or other persons as
it deems necessary or appropriate. In accordance with Section 12, the Committee
shall not incur any liability for any action taken in good faith in reliance
upon the advice of such counsel or such other persons.
(g) In serving on the Committee, the members thereof shall be entitled
to indemnification as directors of the Company, and to any limitation of
liability and reimbursement as directors with respect to their services as
members of the Committee.
(h) Except to the extent prohibited by applicable law or the
applicable rules of a stock exchange, the Committee may, in its discretion,
allocate all or any portion of its responsibilities and powers under this
Section 3 to any one or more of its members and/or delegate all or any part of
its responsibilities and powers under this Section 3 to any person or persons
selected by it; provided, however, the Committee may not delegate its authority
to correct errors, omissions or inconsistencies in the Plan. Any such authority
delegated or allocated by the Committee under this paragraph (h) of Section 3
shall be exercised in accordance with the terms and conditions of the Plan and
any rules, regulations or administrative guidelines that may from time to time
be established by the Committee, and any such allocation or delegation may be
revoked by the Committee at any time.
4. Shares of Stock Subject to the Plan. (a) The shares of stock
subject to Options granted under the Plan shall be shares of Stock. Such shares
of Stock subject to the Plan may be either authorized and unissued shares (which
will not be subject to preemptive rights) or previously issued shares acquired
by the Company or any Subsidiary. The total number of shares of Stock that may
be delivered pursuant to Options granted under the Plan is 2,500,000.
(b) Notwithstanding any of the foregoing limitations set forth in this
Section 4, the numbers of shares of Stock specified in this Section 4 shall be
adjusted as provided in Section 10.
(c) Any shares of Stock subject to an Option which for any reason
expires or is terminated without having been fully exercised may again be
granted pursuant to an Option under the Plan, subject to the limitations of this
Section 4.
(d) Any shares of Stock delivered under the Plan in assumption or
substitution of outstanding stock options, or obligations to grant future stock
options, under plans or arrangements of an entity other than the Company or a
Subsidiary in connection with the Company or a Subsidiary acquiring such another
entity, or an interest in such an entity, or a transaction otherwise described
in Section 6(i), shall not reduce the maximum number of shares of Stock
available for delivery under the Plan.
5. Eligibility. Executive and other employees, including officers, of
the Company and the Subsidiaries; individuals employed by the Parent prior to
the Distribution; directors (whether or not also employees) of the Company, the
Subsidiaries or, prior to the Distribution, the Parent; and consultants to the
Company and the Subsidiaries, shall be eligible to become Optionees and receive
Options in accordance with the terms and conditions of the Plan.
6. Terms and Conditions of Stock Options. All Options to purchase
Stock granted under the Plan shall be either ISOs or Options other than ISOs.
Each Option shall be subject to all the applicable provisions of the Plan,
including the following terms and conditions, and to such other terms and
conditions not inconsistent therewith as the Committee shall determine and which
are set forth in the applicable Agreement. Options need not be uniform as to all
grants and recipients thereof.
(a) The option exercise price per share of shares of Stock
subject to each Option shall be determined by the Committee and stated
in the Agreement; provided, however, that, subject to paragraphs (g)(C)
and/or (i) of this Section 6, if applicable, such price applicable to
any ISO shall not be less than 100% of the Fair Market Value of a share
of Stock at the time that the Option is granted.
(b) Each Option shall be exercisable in whole or in such
installments, at such times and under such conditions, subject to
Section 14, as may be determined by the Committee in its discretion and
stated in the Agreement, and, in any event, over a period of time
ending not later than ten (10) years from the date such Option was
granted, subject to paragraph (g)(C) of this Section 6.
(c) An Option shall not be exercisable with respect to a
fractional share of Stock or the lesser of fifty (50) shares or the
full number of shares of Stock then subject to the Option. No
fractional shares of Stock shall be issued upon the exercise of an
Option.
(d) Each Option may be exercised by giving Notice to the
Company specifying the number of shares of Stock to be purchased, which
shall be accompanied by payment in full including applicable taxes, if
any, in accordance with Section 9. Payment shall be in any manner
permitted by applicable law and prescribed by the Committee, in its
discretion, and set forth in the Agreement, including, in the
Committee's discretion, payment in accordance with a "cashless
exercise" program established by the Committee.
(e) No Optionee or other person shall become the beneficial
owner of any shares of Stock subject to an Option, nor have any rights
to dividends or other rights of a shareholder with respect to any such
shares until he or she has exercised his or her Option in accordance
with the provisions of the Plan and the applicable Agreement.
(f) An Option may be exercised only if at all times during the
period beginning with the date of the granting of the Option and ending
on the date of such exercise, the Optionee was an employee, director or
consultant of the Company, a Subsidiary, the Parent or of another
corporation referred to in Section 422(a)(2) of the Code.
Notwithstanding the preceding sentence, the Committee may determine in
its discretion that an Option may be exercised prior to expiration of
such Option following termination of such continuous employment,
directorship or consultancy, whether or not exercisable at such time,
to the extent provided in the applicable Agreement.
(g) (A) Each Agreement relating to an Option shall state
whether such Option will or will not be treated as an ISO. No ISO shall
be granted unless such Option, when granted, qualifies as an "incentive
stock option" under Section 422 of the Code. No ISO shall be granted to
any individual otherwise eligible to participate in the Plan who is not
an employee of the Company or any of its Subsidiaries on the date of
granting of such Option. Any ISO granted under the Plan shall contain
such terms and conditions, consistent with the Plan, as the Committee
may determine to be necessary to qualify such Option as an "incentive
stock option" under Section 422 of the Code. Any ISO granted under the
Plan may be modified by the Committee to disqualify such Option from
treatment as an "incentive stock option" under Section 422 of the Code.
(B) Notwithstanding any intent to grant ISOs, an
Option granted under the Plan will not be considered an ISO to the
extent that it, together with any other "incentive stock options"
(within the meaning of Section 422 of the Code, but without regard to
subsection (d) of such Section) under the Plan or any other "incentive
stock option" plans of the Company and any Subsidiary, are exercisable
for the first time by any Optionee during any calendar year with
respect to Stock having an aggregate Fair Market Value in excess of
$100,000 (or such other limit as may be required by the Code) as of the
time the Option with respect to such Stock is granted. The rule set
forth in the preceding sentence shall be applied by taking Options into
account in the order in which they were granted.
(C) No ISO shall be granted to an individual
otherwise eligible to participate in the Plan who owns (within the
meaning of Section 424(d) of the Code), at the time the Option is
granted, more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or a Subsidiary. This
restriction does not apply if at the time such ISO is granted the
Option exercise price per share of Stock subject to the Option is at
least 110% of the Fair Market Value of a share of Stock on the date
such ISO is granted, and the ISO by its terms is not exercisable after
the expiration of five (5) years from such date of grant.
(h) An Option and any shares of Stock received upon the
exercise of an Option shall be subject to such other transfer and/or
ownership restrictions and/or legending requirements as the Committee
may establish in its discretion and which are specified in the
Agreement and may be referred to on the certificates evidencing such
shares of Stock. The Committee may require an Optionee to give prompt
Notice to the Company concerning any disposition of shares of Stock
received upon the exercise of an ISO within: (i) two (2) years from the
date of granting such ISO to such Optionee or (ii) one (1) year from
the transfer of such shares of Stock to such Optionee or (iii) such
other period as the Committee may from time to time determine. The
Committee may direct that an Optionee with respect to an ISO undertake
in the applicable Agreement to give such notice described in the
preceding sentence, at such time and containing such information as the
Committee may prescribe, and/or that the certificates evidencing shares
of Stock acquired by exercise of an ISO refer to such requirement to
give such notice.
(i) In the event that a transaction described in Section
424(a) of the Code involving the Company or a Subsidiary is
consummated, such as the Distribution or the acquisition of property or
stock from an unrelated corporation, individuals who become eligible to
participate in the Plan in connection with such transaction, as
determined by the Committee, may be granted Options in substitution for
stock options granted by another corporation that is a party to such
transaction. If such substitute Options are granted, the Committee, in
its discretion and consistent with Section 424(a) of the Code, if
applicable, and the terms of the Plan, though notwithstanding paragraph
(a) of this Section 6, shall determine the option exercise price and
other terms and conditions of such substitute Options.
7. Transfer, Leave of Absence. For purposes of the Plan, a transfer of
an employee from the Company to a Subsidiary or an affiliate of the Company,
whether or not incorporated, or vice versa, or from one Subsidiary or affiliate
of the Company to another, and a leave of absence, duly authorized in writing by
the Company or a Subsidiary or affiliate of the Company, shall not be deemed a
termination of employment of the employee.
8. Rights of Employees and Other Persons. (a) No person shall have any
rights or claims under the Plan except in accordance with the provisions of the
Plan and the applicable Agreement.
(b) Nothing contained in the Plan or in any Agreement shall be deemed
to (i) give any employee or director the right to be retained in the service of
the Company or the Subsidiaries or Parent nor restrict in any way the right of
the Company, any Subsidiary or the Parent to terminate any employee's employment
or any director's directorship at any time with or without cause or (ii) confer
on any consultant any right of continued relationship with the Company or the
Subsidiaries or Parent, or alter any relationship between them, including any
right of the Company, a Subsidiary or the Parent to terminate its relationship
with such consultant.
(c) The adoption of the Plan shall not be deemed to give any employee
of the Company, any Subsidiary or the Parent or any other person any right to be
selected to participate in the Plan or to be granted an Option.
(d) Nothing contained in the Plan or in any Agreement shall be deemed
to give any employee the right to receive any bonus, whether payable in cash or
in Stock, or in any combination thereof, from the Company, any Subsidiary or the
Parent, nor be construed as limiting in any way the right of the Company, any
Subsidiary or the Parent to determine, in its sole discretion, whether or not it
shall pay any employee bonuses, and, if so paid, the amount thereof and the
manner of such payment.
9. Tax Withholding Obligations. (a) The Company and/or any Subsidiary
are authorized to take whatever actions are necessary and proper to satisfy all
obligations of Optionees (including, for purposes of this Section 9, any other
person entitled to exercise an Option pursuant to the Plan or an Agreement) for
the payment of all Federal, state, local and foreign taxes in connection with
any Options (including, but not limited to, actions pursuant to the following
paragraph (b) of this Section 9).
(b) Each Optionee shall (and in no event shall Stock be delivered to
such Optionee with respect to an Option until), no later than the date as of
which the value of the Option first becomes includible in the gross income of
the Optionee for income tax purposes, pay to the Company in cash, or make
arrangements satisfactory to the Company, as determined in the Committee's
discretion, regarding payment to the Company of, any taxes of any kind required
by law to be withheld with respect to the Stock subject to such Option, and the
Company and any Subsidiary shall, to the extent permitted by law, have the right
to deduct any such taxes from any payment of any kind otherwise due to such
Optionee. Notwithstanding the above, the Committee may, in its discretion and
pursuant to procedures approved by the Committee, permit the Optionee to (i)
elect withholding by the Company of Stock otherwise deliverable to such Optionee
pursuant to such Option (provided, however, that the amount of any Stock so
withheld shall not exceed the minimum required withholding obligation taking
into account the Optionee's effective tax rate and all applicable Federal,
state, local and foreign taxes) and/or (ii) tender to the Company Stock owned by
such Optionee (or by such Optionee and his or her spouse jointly) and acquired
more than six (6) months prior to such tender in full or partial satisfaction of
such tax obligations.
10. Changes in Capital. (a) Upon changes in the outstanding Stock by
reason of a stock dividend, stock split, reverse stock split, subdivision,
recapitalization, merger, consolidation (whether or not the Company is a
surviving corporation), combination or exchange of shares of Stock, separation,
or reorganization, or in the event of an extraordinary dividend, "spin-off,"
liquidation, other substantial distribution of assets of the Company or
acquisition of property or stock or other change in capital of the Company, or
the issuance by the Company of shares of its capital stock without receipt of
full consideration therefor, or rights or securities exercisable, convertible or
exchangeable for shares of such capital stock, the aggregate number, class and
kind of shares of stock available under the Plan as to which Options may be
granted and the number, class and kind of shares under each outstanding Option
and/or the option price per share applicable to any such Options shall be
appropriately adjusted by the Committee in its discretion to preserve the
benefits or potential benefits intended to be made available under the Plan or
with respect to any outstanding Options.
(b) In the event of a Change in Control:
(1) In its discretion and on such terms and conditions as it
deems appropriate, the Committee may provide, either by the terms of
the Agreement applicable to any Option or by a resolution adopted
prior to the occurrence of such event, that any outstanding Option
shall be accelerated and become immediately exercisable as to all or a
portion of the shares of Stock covered thereby, notwithstanding
anything to the contrary in the Plan or the Agreement.
(2) In its discretion, and on such terms and conditions as
it deems appropriate, the Committee may provide, either by the terms
of the Agreement applicable to any Option or by resolution adopted
prior to the occurrence of such event, that any outstanding Option
shall be adjusted by substituting for Stock subject to such Option
stock or other securities of the surviving corporation or any
successor corporation to the Company, or a parent or subsidiary
thereof, or that may be issuable by another corporation that is a
party to the transaction whether or not such stock or other securities
are publicly traded, in which event the aggregate exercise price shall
remain the same and the amount of shares or other securities subject
to the Option shall be the amount of shares or other securities which
could have been purchased on the closing date or expiration date of
such transaction with the proceeds which would have been received by
the Optionee if the Option had been exercised in full (or with respect
to a portion of such Option, as determined by the Committee, in its
discretion) prior to such transaction or expiration date and the
Optionee exchanged all of such shares in the transaction.
(3) In its discretion, and on such terms and conditions as
it deems appropriate, the Committee may provide, either by the terms
of the Agreement applicable to any Option or by resolution adopted
prior to the occurrence of such event, any outstanding Option shall,
in each case, be converted into a right to receive cash following the
closing date or expiration date of the transaction in an amount equal
to the highest value of the consideration to be received in connection
with such transaction for one share of Stock, or, if higher, the
highest Fair Market Value of the Stock during the 30 consecutive
business days immediately prior to the closing date or expiration date
of such transaction, less the per share exercise price of such Option,
multiplied by the number of shares of Stock subject to such Option, or
a portion thereof.
(4) The Committee may, in its discretion, provide that an
Option cannot be exercised after such an event, to the extent that
such Option becomes subject to any acceleration, adjustment or
conversion in accordance with the foregoing paragraphs (1), (2) or (3)
of this subsection 10(b).
No Optionee shall have any right to prevent the consummation of any of the
foregoing acts affecting the number of shares of Stock available to such
Optionee. Any actions or determinations of the Committee under this Subsection
10(b) need not be uniform as to all outstanding Options, nor treat all Optionees
identically. Notwithstanding the foregoing adjustments, in no event may any
Option be exercised after ten (10) years from the date it was originally
granted, and any changes to ISOs pursuant to this Section 10 shall, unless the
Committee determines otherwise, only be effective to the extent such adjustments
or changes do not cause a "modification" (within the meaning of Section
424(h)(3) of the Code) of such ISOs or adversely affect the tax status of such
ISOs.
11. Miscellaneous Provisions. (a) The Plan shall be unfunded. The
Company shall not be required to establish any special or separate fund or to
make any other segregation of assets to assure the issuance of shares of Stock
or the payment of cash upon exercise or payment of any Option. Proceeds from the
sale of shares of Stock pursuant to Options granted under the Plan shall
constitute general funds of the Company. The expenses of the Plan shall be borne
by the Company.
(b) Except as otherwise provided in this paragraph (b) of Section 11
or by the Committee, an Option by its terms shall be personal and may not be
sold, transferred, pledged, assigned, encumbered or otherwise alienated or
hypothecated otherwise than by will or by the laws of descent and distribution
and shall be exercisable during the lifetime of an Optionee only by him or her.
At the Committee's discretion, an Agreement may permit the exercise of an
Optionee's Option (or any portion thereof) after his or her death by the
beneficiary most recently named by such Optionee in a written designation
thereof filed with the Company, or, in lieu of any such surviving beneficiary,
as designated by the Optionee by will or by the laws of descent and
distribution. In the event any Option is exercised by the executors,
administrators, heirs or distributees of the estate of a deceased Optionee, or
such an Optionee's beneficiary, or the transferee of an Option, in any such case
pursuant to the terms and conditions of the Plan and the applicable Agreement
and in accordance with such terms and conditions as may be specified from time
to time by the Committee, the Company shall be under no obligation to issue
Stock thereunder unless and until the Committee is satisfied that the person or
persons exercising such Option is the duly appointed legal representative of the
deceased Optionee's estate or the proper legatees or distributees thereof or the
named beneficiary of such Optionee, or the valid transferee of such Option, as
applicable.
(c) If at any time the Committee shall determine, in its discretion,
that the listing, registration and/or qualification of shares of Stock upon any
securities exchange or under any state or Federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the sale or purchase of shares of Stock
hereunder, no Option may be exercised in whole or in part unless and until such
listing, registration, qualification, consent and/or approval shall have been
effected or obtained, or otherwise provided for, free of any conditions not
acceptable to the Committee.
(d) The Committee may require each person receiving Stock in
connection with any Option under the Plan to represent and agree with the
Company in writing that such person is acquiring the shares of Stock for
investment without a view to the distribution thereof. The Committee, in its
absolute discretion, may impose such restrictions on the ownership and
transferability of the shares of Stock purchasable or otherwise receivable by
any person under any Option as it deems appropriate. Any such restrictions shall
be set forth in the applicable Agreement, and the certificates evidencing such
shares may include any legend that the Committee deems appropriate to reflect
any such restrictions.
(e) The Committee may, in its discretion, extend one or more loans to
Optionees who are key employees of the Company or a Subsidiary in connection
with the exercise or receipt of an Option granted to any such employees. The
terms and conditions of any such loan shall be set by the Committee.
(f) By accepting any benefit under the Plan, each Optionee and each
person claiming under or through such Optionee shall be conclusively deemed to
have indicated their acceptance and ratification of, and consent to, all of the
terms and conditions of the Plan and any action taken under the Plan by the
Committee, the Company or the Board.
(g) Neither the adoption of the Plan nor anything contained herein
shall affect any other compensation or incentive plans or arrangements of the
Company or any Subsidiary, or prevent or limit the right of the Company or any
Subsidiary to establish any other forms of incentives or compensation for their
employees or consultants or directors, or grant or assume options or other
rights otherwise than under the Plan.
(h) The Plan shall be governed by and construed in accordance with the
laws of New York, except as superseded by applicable Federal law.
(i) The words "Section" and "paragraph" shall refer to provisions of
the Plan, unless expressly indicated otherwise.
12. Limits of Liability. (a) Any liability of the Company or a
Subsidiary to any Optionee with respect to any Option shall be based solely upon
contractual obligations created by the Plan and the Agreement.
(b) Neither the Company nor a Subsidiary nor any member of the
Committee or the Board, nor any other person participating in any determination
of any question under the Plan, or in the interpretation, administration or
application of the Plan, shall have any liability, in the absence of bad faith,
to any party for any action taken or not taken in connection with the Plan,
except as may expressly be provided by statute.
13. Amendments and Termination. The Board may, at any time and with or
without prior notice, amend, alter, suspend, or terminate the Plan; provided,
however, no such amendment, alteration, suspension, or termination shall be made
which would impair the previously accrued rights of any holder of an Option
theretofore granted without his or her written consent or which, without first
obtaining approval of the stockholders of the Company (where such approval is
necessary to satisfy (i) any requirements under the Code relating to ISOs or
(ii) any applicable law, regulation or rule), would:
(a) except as is provided in Section 10, increase the maximum number
of shares of Stock which may be sold or awarded under the Plan;
(b) except as is provided in Section 10, decrease the minimum option
exercise price requirements of Section 6(a);
(c) change the class of persons eligible to receive Options under the
Plan; or
(d) extend the duration of the Plan or the period during which Options
may be exercised under Section 6(b).
The Committee may amend the terms of any Option theretofore granted,
including any Agreement, retroactively or prospectively, but no such amendment
shall impair the previously accrued rights of any Optionee without his or her
written consent.
14. Duration. The Plan shall become effective upon the date of its
adoption by the Board; provided, however, that such approval is conditioned upon
both (a) the Distribution occurring on or prior to December 31, 1998, and (b)
approval of the Plan by the holders of a majority of the Company's outstanding
Stock which is present and voted at a meeting, or by written consent in lieu of
a meeting, on or before December 31, 1998. Notwithstanding any other provision
of the Plan or the Agreement to the contrary, although Options may be granted in
accordance with the Plan following adoption of the Plan by the Board and prior
to the occurrence of the events described in clauses (a) and (b) of this Section
14 above, (i) no Option shall be exercisable prior to the later to occur of the
events described in such clauses (a) and (b) above, and (ii) should either, or
both, such events fail to occur on or prior to December 31, 1998, the Plan and
any Options previously granted shall thereupon be automatically canceled and
deemed to have been null and void ab initio. The Plan shall terminate upon the
earliest to occur of:
(a) the effective date of a resolution adopted by the Board
terminating the Plan;
(b) the date all shares of Stock subject to the Plan are delivered
pursuant to the Plan's provisions; or
(c) ten (10) years from the date the Plan is adopted by the Board.
No Option may be granted under the Plan after the earliest to occur of the
events or dates described in the foregoing clauses (A) through (C) of this
Section 14; however, Options theretofore granted may extend beyond such date.
No such termination of the Plan pursuant to such clause (A), (B) or
(C) shall affect the previously accrued rights of any Optionee hereunder and all
Options previously granted hereunder shall continue in force and in operation
after the termination of the Plan, except as they may be otherwise canceled or
terminated in accordance with the terms of the Plan or the Agreement.
Exhibit 5.1
June 17, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington D.C. 20549
Re: OMI Corporation - Registration Statement on Form S-8 relating to
3,300,000 shares of Common Stock
Ladies and Gentlemen:
I am General Counsel of OMI Corporation, a Marshall Islands
corporation (the "Company"), and have acted as counsel for the Company in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933 relating to the registration of 3,300,000
shares of the Company's Common Stock, par value 0.50 per share (the "Shares"),
issuable by the Company pursuant to The OMI Corporation 1998 Stock Option Plan
(the "Plan").
In connection with this opinion, I have examined and relied upon such
records, documents, certificates and other instruments as in my judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, I have assumed the genuineness of signatures on
original documents and the conformity to such original documents of all copies
submitted to me as certified, conformed or photographic copies, and as to
certificates of public officials, I have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, I have
relied upon statements and representations of representatives of the Company and
of public officials.
The opinions expressed herein are limited in all respects to the
federal laws of the United States of America and the laws of the State of
Connecticut and the Republic of the Marshall Islands, and no opinion is
expressed with respect to the laws of any other jurisdiction or any effect which
such laws may have on the opinions expressed herein. This opinion is limited to
the matters stated herein, and no opinion is implied or may be inferred beyond
the matters expressly stated herein.
Based upon and subject to the foregoing, I am of the opinion that:
(i) the Shares are duly authorized; and
(ii) upon the issuance of the Shares against payment therefor as
provided in the Plan the Shares will be validly issued, fully
paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my name under the caption
"Interest of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ Fredric S. London
----------------------
Fredric S. London
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
OMI Corporation on Form S-8 of our report dated March 9, 1998 (April 2, 1998 as
to Note 2) (which expresses an unqualified opinion and an explanatory paragraph
relating to a change in accounting principle) relating to the consolidated
financial statements of Universal Bulk Carriers, Inc. (the predecessor of OMI
Corporation) and subsidiaries, our report dated March 6, 1998 (relating to the
financial statements of White Sea Holdings Ltd., (which expresses an unqualified
opinion and explanatory paragraph relating to a change in accounting principle)
and our report dated February 28, 1996, relating to the statement of operations
and the statement of cash flows of Amazon Transport, Inc. for the year ended
December 31, 1995 appearing in the Registration Statement on Form S-1 filed by
OMI Corporation on May 15, 1998. We also consent to the reference to us under
the caption Interests of Named Experts and Counsel in the Registration
Statement.
Our audits of the consolidated financial statements of Universal Bulk Carriers,
Inc. and subsidiaries referred to in our aforementioned report dated March 9,
1998 (April 2, 1998 as to Note 2) also included the financial statement schedule
of Universal Bulk Carriers, Inc., listed in Item 16. This financial statement is
the responsibility of the Company's management. Our responsibility is to express
an opinion based on our audits. In our opinion, such financial statement
schedule, when considered in relation to the basic financial statements taken as
a whole, presents fairly in all material respects the information set forth
therein.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New York, New York
June 15, 1998
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
OMI Corporation on Form S-8 of our report dated 10 December 1997 on our audit of
the consolidated financial statements of Mosaic Alliance Corporation and its
subsidiaries for the year ended 31 December 1996. We also consent to the
reference to us under the heading "Experts".
/s/ Coopers & Lybrand
- - ---------------------
Coopers & Lybrand
Hong Kong
EXHIBIT 23.3
LETTER OF CONSENT
To the Management of OMI Corp.
As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this
Registration Statement on Form S-8.
ARTHUR ANDERSEN & CO.
/s/ Morten Drake
State Authorised Public Accuntant (Norway)
Oslo, June 10, 1998
