AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION
ON JULY 14, 2000
SUBJECT TO AMENDMENT
REGISTRATION NO. ______-________
================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OMI CORPORATION
(Exact name of registrant as specified in its charter)
----------------
Marshall Islands 52-2098714
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
One Station Place
Stamford, CT 06901
(203) 602-6700
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
FREDRIC S. LONDON, ESQ.,
SENIOR VICE PRESIDENT & GENERAL COUNSEL
OMI CORPORATION
One Station Place
Stamford, CT 06901
(203) 602-6700
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------
<PAGE>
The Commission is requested to mail signed copies of all orders, notices
and communications to:
Fredric S. London, Esq. Robert L. Clare III, Esq.
OMI Corporation White & Case LLP
One Station Place 1155 Avenue of the Americas
Stamford, CT 06901 New York, New York 10036
(203) 602-6700 (212) 819-8200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
----------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. []
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. []
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []
----------------
Pursuant to Rule 429(a) of the Securities Act of 1933, as amended, a
combined prospectus is being used in this registration statement, and pursuant
to Rule 429(b) of the Securities Act of 1933, as amended, the earlier
registration statements to which the combined prospectus relates are the
Company's Form S-3 Registration Statement filed on February 11, 2000
(Registration File No. 333-30230) and Form S-3 Registration Statement filed on
March 28, 2000, as amended on April 21, 2000 (Registration File No. 333-33424).
----------------
<PAGE>
CALCULATION OF REGISTRATION FEE(1)
<TABLE>
<CAPTION>
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price per aggregate offering Amount of
securities to be registered registered(1) share(2) price(2) registration fee
---------------------------- -------------- --------------------- ----------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,500,000 shares $5.9375 $8,906,250 $2,351.25
$0.50 per share (and (and an equal number
related Rights (the of Rights)
"Rights") with the shares
of Common Stock)
----------------
(1) A combined prospectus is being used pursuant to Rule 429(a) under the
Securities Act of 1933, as amended, and pursuant to Rule 429(b) under the
Securities Act of 1933, 15,882,998 shares are being carried forward for filing
fee purposes and the amount of the filing fee associated with such securities
that was previously paid with the earlier registration statements was
$12,913.13.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based
on the average of the high and low prices of the Common Stock on the New York
Stock Exchange on July 12, 2000.
</TABLE>
----------------
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, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
================================================================================
The information contained in this Prospectus is not complete and may be changed.
We may not sell the additional securities being registered pursuant to this
registration statement until the registration statement filed with the
Securities and Exchange Commission and any applicable state securities
commission are effective. This Prospectus is not an offer to sell these
securities and is not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
================================================================================
<PAGE>
Subject to Completion, Dated July ___, 2000
Prospectus
9,480,598 Shares
OMI CORPORATION
Common Stock
This is a public offering of shares of Common Stock of OMI Corporation by
the Selling Stockholders named in this Prospectus. The Selling Stockholders are
offering 9,480,598 shares of Common Stock of OMI Corporation. OMI Corporation
will not receive any of the proceeds from the offering.
With each share of Common Stock being offered, there is one Right to
purchase Series A Participating Preferred Stock, par value $1.00 per share, of
OMI Corporation. This Right is exercisable in certain circumstances arising from
a hostile takeover attempt.
The Common Stock is listed on the New York Stock Exchange under the
symbol "OMM." On July ___, 2000, the last reported sale price of the Common
Stock on the NYSE was $____ per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Prospectus dated July __, 2000
<PAGE>
TABLE OF CONTENTS
Where You Can Find More Information....................................3
Incorporation of Certain Information by Reference......................4
The Company............................................................5
Use of Proceeds........................................................5
Common Stock Price Range...............................................5
Dividend Policy........................................................6
Selling Stockholders...................................................6
Plan of Distribution...................................................7
Legal Matters..........................................................7
Experts................................................................8
<PAGE>
As used in this Prospectus,
(a) the "Common Stock" means the common stock of OMI, par value $0.50 per
share; references to the Common Stock will generally include the related Rights;
(b) the "Company" or "OMI" means OMI Corporation, a Marshall Islands
corporation;
(c) the "Exchange Act" means the Securities Exchange Act of 1934, as
amended;
(d) the "NYSE" means the New York Stock Exchange;
(e) the "Rights" means the rights to purchase Series A Participating
Preferred Stock of the Company, par value $1.00 per share, issuable in certain
circumstances with the shares of Common Stock;
(f) the "Securities Act" means the Securities Act of 1933, as amended; and
(g) the "Selling Stockholders" are the persons identified in the table
under the heading "Selling Stockholders" in this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission").
The Company has filed with the Commission a registration statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement"), under the Securities Act for the registration of the Common Stock
and Rights offered hereby. This Prospectus constitutes a part of the
Registration Statement and does not contain all the information set forth
therein, certain parts of which have been omitted as permitted by the rules and
regulations of the Commission. Any statements contained in this Prospectus
concerning the provisions of any contract or other document are not necessarily
complete and, in each instance, reference is made to the copy of such contract
or other document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference. For further information regarding the Company and the securities
offered hereby, you should refer to the Registration Statement.
You can inspect and copy the Registration Statement, as well as the
reports, proxy statements and other information filed by the Company with the
Commission, at the public reference facilities maintained by the Commission at
Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at the Commission's regional offices in Chicago, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and in New York, Seven World Trade Center, 13th
Floor, New York, New York 10048. You can also obtain copies of this material
from the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. For information on the operation of
the Public Reference Section, you may call the Commission at 1-800-SEC-0330. The
Commission maintains a Web site (http://www.sec.gov) that contains reports,
proxy statements and other information regarding registrants who file
electronically with the Commission. In addition, you can inspect reports, proxy
statements and other information concerning the Company at the offices of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company incorporates and makes part of this Prospectus by reference the
following documents, filed by the Company with the Commission pursuant to the
Exchange Act, except as superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the year ended December 31,
1999;
2. The Company's Amendment to the Company's Annual Report on Form 10-KA
filed on April 14, 2000;
3. The Company's Current Report on Form 8-K dated May 11, 2000;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 2000;
5. The Company's Proxy Statement for the 2000 annual meeting of
stockholders;
6. The description of the Common Stock contained in the Company's
registration statement on Form 8-A, May 15, 1998, as amended on June 17, 1998,
and the description of the Rights currently traded with the Common Stock
contained in the Company's registration statement on Form 8-A, dated December
14, 1998, filed under Section 12 of the Exchange Act, including any subsequent
amendments or reports filed for the purpose of updating such description; and
7. The Company's Registration Statement on Form S-3 filed on February 11,
2000 (Registration File No. 333-30230) and the Company's Registration Statement
on Form S-3 filed on March 28, 2000, as amended on April 21, 2000 (Registration
File No. 333-33424).
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference into this Prospectus and made a part hereof from the
date of filing of such documents, except that the information required by Item
402 (i), (k) and (l) of Regulation S-K under the Securities Act and included in
any such document is not incorporated herein. Any statement contained in this
Prospectus or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or therein or in
a subsequently filed document, that also is or is deemed to be incorporated by
reference herein or therein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or oral request of
any such person, a copy of any or all of the documents which have been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
the documents. You should direct requests for such copies to Fredric S. London,
Esq., Senior Vice President and General Counsel, OMI Corporation, One Station
Place, Stamford, Connecticut 06901 (telephone: (203) 602-6700).
THE COMPANY
The principal executive offices of the Company are located at One Station
Place, Stamford, Connecticut 06901 (telephone: (203) 602-6700).
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. See "Selling Stockholders."
COMMON STOCK PRICE RANGE
The Company's Common Stock is listed on the New York Stock Exchange under
the symbol "OMM." The table below shows the range of reported last sale prices
on the New York Stock Exchange Composite Tape for the Company's Common Stock for
the periods indicated.
<PAGE>
Common
Stock Price
--------------------
High Low
-------- ------
Period beginning June 17, 1998 /1
June 17 to June 30.....................8 11/16 6 7/8
Third Quarter..........................8 5/16 3 1/8
Fourth Quarter.........................4 2 5/8
Year ended December 31, 1999
First Quarter..........................3 1/4 1 9/16
Second Quarter.........................2 11/16 1 1/2
Third Quarter..........................2 3/4 1 7/8
Fourth Quarter.........................2 9/16 1 1/2
Period ended July __, 2000
First Quarter..........................4 1/16 1 3/4
Second Quarter.........................[___] [___]
July 1 to July ___.....................[___] [___]
---------------
/1 Prior to June 17, 1998, the Company was a subsidiary of OMI Corp., a
Delaware corporation.
DIVIDEND POLICY
The Board of Directors has not declared dividends to this date. OMI's
current policy is not to pay dividends, but to retain cash for use in its
business. Any determination to pay dividends by OMI in the future will be at the
discretion of the Board of Directors and will depend upon OMI's results of
operations, financial condition, capital restrictions, covenants and other
factors deemed relevant by the Board of Directors. Payment of dividends is
limited by the terms of certain agreements to which OMI and its subsidiaries are
party.
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
Selling Stockholders, including:
(i) the name of each Selling Stockholder;
(ii) the number of shares of Common Stock beneficially owned by such
Selling Stockholder prior to the offering;
(iii) the maximum number of shares of such Common Stock to be offered by
such Selling Stockholder hereby; and
(iv) the number of shares of Common Stock to be beneficially owned by such
Selling Stockholder assuming all of the shares of such Selling Stockholder
covered by this Prospectus are distributed in the offering. Because the Selling
Stockholders or their transferees may offer all, a portion or none of the Common
Stock offered pursuant to this Prospectus, no estimate can be given as to the
amount of Common Stock that will be held by the Selling Stockholders upon
termination of the offering. See "Plan of Distribution."
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Number of Maximum to be Beneficially
Shares Number of Owned after
Beneficially Shares Offering, Assuming
Owned as of to be All Shares Offered
July 10,2000 Offered are Distributed
<S> <C> <C> <C>
Bergesen d.y. ASA........................ 1,500,000 1,500,000 0
Spindrift Partners, L.P.................. 2,996,300 2,996,300 0
Spindrift Investors (Bermuda), L.P....... 703,700 703,700 0
Odin Norge............................... 181,600 181,600 0
Hafslund ASA or its affiliate,
Hafslund Invest........................ 796,900 796,900 0
Mega Tankers Newbuilding AS.............. 2,702,100 2,702,100 0
Venturos Holding AS...................... 299,999 299,999 0
Glastad Capital AS....................... 299,999 299,999 0
Total.................................... 9,480,598 9,480,598 0
</TABLE>
PLAN OF DISTRIBUTION
The Company has not been advised by the Selling Stockholders as to any plan
of distribution. Distribution of the Common Stock by the Selling Stockholders,
or by pledgees, donees (including charitable organizations), transferees or
other successors in interest, may be effected from time to time in one or more
transactions (which may involve block transactions):
(i) on the NYSE in transactions that may include special offerings and
exchange distributions pursuant to and in accordance with the rules of such
exchange,
(ii) in the over-the-counter market, or
(iii) in transactions otherwise than on such exchange or in the
over-the-counter market, or in a combination of any such transactions. Such
transactions may be effected by the Selling Stockholders at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices. The Selling Stockholders may
effect such transactions by selling the Common Stock to or through
broker-dealers, and such broker-dealers may receive compensation in the form of
discounts or commissions from the Selling Stockholders and may receive
commissions from the purchasers of the Common Stock for whom they may act as
agent. The Selling Stockholders may agree to indemnify any broker-dealer or
agent that participates in transactions involving sales of the shares against
certain liabilities, including liabilities arising under the Securities Act.
The Company has agreed to bear certain expenses (excluding any underwriting
fees, expenses, discounts or other costs payable to any underwriter, broker or
dealer) in connection with the registration and sale of the Common Stock being
offered by the Selling Stockholders, estimated to be approximately $[________].
The Selling Stockholders and any broker-dealers or agents that participate
with the Selling Stockholders in the distribution of the Common Stock may be
deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on the resale of any Common Stock
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Fredric S. London, Esq., Senior Vice President and General
Counsel of the Company.
EXPERTS
The financial statements incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-KA for the year ended December 31, 1999
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses of issuance and distribution, other than
underwriting discounts and commissions, expected to be incurred by the
Registrant are as follows:
Filing fee of Securities and Exchange Commission
relating to registration statement............................ $ 2,352.24
Fees and expenses of counsel for the Registrant,
White & Case LLP.............................................. $10,000.00
Fee of accountants, Deloitte & Touche LLP..................... $
Miscellaneous................................................. $0
Total......................................................... $
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS OF OMI.
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. The OMI Articles and By-laws limit
personal liability of directors and officers to the fullest extent permitted by
Marshall Islands law.
Insofar as indemnification for liabilities arising under the federal
securities laws may be permitted to directors, officers or persons controlling
OMI pursuant to the foregoing provisions, OMI has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy and therefore unenforceable.
ITEM 16. EXHIBITS.
Exhibit
Number Description
4.1* The Articles of Incorporation of OMI Corporation, incorporated by
reference herein from Exhibit 3.1 of the Registration Statement of
Form S-1 dated May 15, 1998.
4.2* By-laws of OMI Corporation, incorporated by reference herein from
Exhibit 3.2 of the Registration Statement on Form S-1 dated May 15,
1998.
5 Opinion of Fredric S. London, Esq. as to the legality of the shares of
Common Stock and Rights registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Fredric S. London, Esq. (included in Exhibit Number 5).
24 Power of Attorney (included in Part II of this Registration
Statement).
-----------------
*Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of the
securities registered hereby, 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 the 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 this 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 end 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 a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; provided, however, that the undertakings
set forth in paragraphs (i) and (ii) above do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this 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 herein, 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 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 foregoing provisions 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 Securities 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.
(d) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was effective.
(2) For the purpose of determining any liability under the Securities Act of
1933, each post-effective amendment that contains a form of prospectus 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
initial bona fide offering thereof.
<PAGE>
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-3 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, on the 14th day of July,
2000.
OMI Corporation
(Registrant)
/s/ Craig H. Stevenson, Jr.
-------------------------------------------
Craig H. Stevenson, Jr.
Chief Executive Officer and
Chief Financial Officer
/s/ Fredric S. London
-------------------------------------------
Fredric S. London
Senior Vice President and
General Counsel
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Craig H. Stevenson, Jr. and Fredric S. London and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement, 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, and each of them, full power and
authority to do and to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as he might or would do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
NAME SIGNATURE DATE
Robert Bugbee /s/ Robert Bugbee July 3, 2000
Director ---------------------------
James N. Hood /s/ James N. Hood July 3, 2000
Director ---------------------------
Michael Klebanoff /s/ Michael Klebanoff July 3, 2000
Director ---------------------------
Edward Spiegel /s/ Edward Spiegel July 3, 2000
Director ---------------------------
Craig H. Stevenson, Jr. /s/ Craig H. Stevenson, Jr. July 3, 2000
Director ---------------------------
James D. Woods /s/ James D. Wood July 3, 2000
Director ---------------------------
<PAGE>
Exhibit
Number Description
4.1* The Articles of Incorporation of OMI Corporation, incorporated by
reference herein from Exhibit 3.1 of the Registration Statement of
Form S-1 dated May 15, 1998.
4.2* By-laws of OMI Corporation, incorporated by reference herein from
Exhibit 3.2 of the Registration Statement on Form S-1 dated May 15,
1998.
5 Opinion of Fredric S. London, Esq. as to the legality of the shares of
Common Stock and Rights registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.3 Consent of Fredric S. London, Esq. (included in Exhibit Number 5).
24 Power of Attorney (included in Part II of this Registration
Statement).
-----------------
*Previously filed.
<PAGE>
EXHIBIT 5
July 14, 2000
OMI Corporation
One Station Place
Stamford, Connecticut 06902
Re: OMI Corporation,
Registration Statement on Form S-3
Ladies and Gentlemen:
I am General Counsel of OMI Corporation, a Marshall Islands' corporation
(the "Corporation"), in connection with the preparation and filing with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), of the above-captioned Registration Statement
on Form S-3 (the "Registration Statement"), relating to the registration of
1,500,000 shares of the Corporation's Common Stock, $0.50 par value (the
"Shares"), and related Rights (the "Rights") to purchase Series A Participating
Preferred Stock, par value $1.00, issuable in certain circumstances with the
shares of Common Stock.
In arriving at the opinions expressed below, I have examined and relied on
the originals or copies certified or otherwise identified to my satisfaction of
all such corporate records of the Corporation and such other instruments and
other certificates or public officials, officers and representatives of the
Corporation and such other persons, and I have made such investigation of law,
as I have deemed appropriate as a basis for the opinions expressed below. In
rendering the opinions expressed below, I have assumed and have not verified
that the signatures on all documents that I have examined are genuine.
Based on the foregoing, it is my opinion that:
1. The Corporation is validly existing as a corporation in good standing
under the laws of the Marshall Islands.
2. The Shares have been duly authorized by all necessary corporate action
of the Corporation, and are legally issued, fully paid and non-assessable.
3. The Rights have been duly authorized and are the valid, binding and
enforceable obligations of the Company.
Insofar as the foregoing opinions relate to the validity, binding effect or
enforceability of any agreement or obligation of the Company, (a) I have assumed
that each other party to such agreement or obligation has satisfied those legal
requirements that are applicable to it to the extent necessary to make such
agreement or obligation enforceable against it, and (b) such opinions are
subject to applicable bankruptcy, insolvency and similar laws affecting
creditors' rights generally and to general principles of equity.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name in the Registration
Statement and the related Prospectus under the caption "Legal Matters." By
giving such consent, I do not admit that I am an "expert" within the meaning of
the Act or the rules and regulations of the Commission issued thereunder with
respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/ Fredric S. London
---------------------------------------
Fredric S. London
Senior Vice President, General Counsel
and Secretary
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of OMI Corporation on Form S-3 of our report dated February 17, 2000 (March 15,
2000 as to Notes 4 and 11), appearing in the Annual Report on Form 10-KA of OMI
Corporation for the year ended December 31, 1999 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ Deloitte & Touche LLP
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New York, New York
July 14, 2000
