UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 8, 1998
OMI CORP.
(Exact name of registrant as specified in its charter)
Delaware 1-10164 132625280
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
90 Park Avenue, New York, NY 10016
(Address of principal executives offices)
Registrant's telephone member, including area code (212) 986-1960
N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On May 8, 1998 OMI Corp. issued the press release attached hereto as
Exhibit 1, in relation to the resignations by four of its directors.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, OMI Corp. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OMI CORP.
By: /s/ Fredric S. London
-----------------------------------------
Fredric S. London, Senior Vice President,
Secretary, General Counsel
PRESS RELEASE
New York, New York, May 7, 1998 OMI Corp. (NYSE:OMM) announced that
four members of its Board of Directors (Marianne Smythe, Emanuel Rouvelas,
Steven Jellinek, and Livio Borghese) have resigned. In connection with its
previously announced acquisition of Marine Transport Lines ("MTL") all current
directors of OMI had agreed to resign effective with the consummation of that
transaction. In addition to the transaction with MTL, OMI will be spinning off
to OMI's shareholders its foreign operations. The spun off company ("New OMI")
will have a slate of directors which does not include the four resigning
directors and the Company and those directors agreed that it would be in best
interest of the Company and the directors if they resigned at this time rather
than wait for the consummation of the transaction and the spin off.
Craig Stevenson, Chief Executive Officer of OMI commented "Marianne
Smythe, Manny Rouvelas, Steven Jellinek and Livio Borghese have served the
Company faithfully and well for many years and we appreciate all they have done
for the Company. The exclusively international nature of our business following
the spin off requires us to restructure our board toward those with experience
in the international oil and tanker business. We will be announcing the
composition of the board of New OMI shortly".
The Company also announced that it has received private letter rulings
from the Internal Revenue Service to the effect that the distribution of the
shares in the spin off will be tax-free pursuant to section 355 and section
368(a)(1) (D) of the Internal Revenue Code of 1986 as amended (except for
certain taxes which might be incurred by the Company pursuant to section 367
and/or section 1248 of the Code). At the Annual Meeting of the Company,
shareholders will be asked to approve certain aspects of the transaction as well
as other items. The date of the Annual Meeting will be set when the Proxy
Statement has been approved by the Securities Exchange Commission. The Company
currently expects the Annual Meeting to occur around June 15, 1998 and, assuming
requisite shareholder approvals are obtained, the transaction to occur during
the same week.
OMI Corp. is a major bulk shipping company, operating in both
international and U.S. markets. Its international operating fleet currently
comprises 26 vessels, aggregating approximately 2.5 million dwt. This includes
one vessel being held for sale and excludes four vessels time chartered by a
U.S. subsidiary, which along with its other U.S. operations, are not to be
included in the spin off of OMI's international operations. The Company also has
on order from a shipyard five Suezmax tankers aggregating 780,000 dwt (and has
options for two more) and two product carriers aggregating 70,000 dwt.
