<PAGE> 1
FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEEKAY SHIPPING CORPORATION
(Exact name of registrant as specified in its charter)
REPUBLIC OF LIBERIA NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TRADEWINDS BUILDING, SIXTH FLOOR, BAY STREET, P.O. BOX SS-6293,
NASSAU, THE BAHAMAS
(Address of principal executive offices)
ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
State or Other I.R.S. Employer
Name Jurisdiction of Incorporation Identification Number
- ------------------ ----------------------------- ---------------------
<S> <C> <C>
VSSI OCEANS INC. REPUBLIC OF LIBERIA NOT APPLICABLE
VSSI ATLANTIC INC. REPUBLIC OF LIBERIA NOT APPLICABLE
VSSI APPIAN INC. REPUBLIC OF LIBERIA NOT APPLICABLE
SENANG SPIRIT INC. COMMONWEALTH OF THE BAHAMAS NOT APPLICABLE
EXUMA SPIRIT INC. COMMONWEALTH OF THE BAHAMAS NOT APPLICABLE
NASSAU SPIRIT INC. COMMONWEALTH OF THE BAHAMAS NOT APPLICABLE
ANDROS SPIRIT INC. COMMONWEALTH OF THE BAHAMAS NOT APPLICABLE
</TABLE>
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
<S> <C>
FIRST PREFERRED SHIP MORTGAGE NEW YORK STOCK EXCHANGE
NOTES DUE 2008
GUARANTEES OF FIRST PREFERRED SHIP
MORTGAGE NOTES DUE 2008
</TABLE>
If this Form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [X]
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
-1-
<PAGE> 2
Item 1. DESCRIPTION OF REGISTRANTS' SECURITIES TO BE REGISTERED.
The material set forth in the section captioned "Description of the Notes" in
the form of prospectus to be filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act of 1933, as amended, in
connection with the Registrants' Registration Statement on Form F-3 (File No.
33-65139) filed with the Securities and Exchange Commission on December 19,
1995 (such Registration Statement, as it may be amended, being referred to
herein as the "Registration Statement"), shall be deemed to be incorporated
herein by reference.
Item 2. EXHIBITS.+
<TABLE>
<S> <C>
4.1 Form of Indenture among Teekay Shipping Corporation ("Teekay"),
VSSI Oceans Inc., VSSI Atlantic Inc., VSSI Appian Inc., Senang
Spirit Inc., Exuma Spirit Inc., Nassau Spirit Inc., Andros
Spirit Inc. and United States Trust Company of New York, as
Trustee
4.2 Specimen of Teekay's First Preferred Ship Mortgage Note Due 2008
*4.3 Form of Bahamian Statutory Ship Mortgage by Nassau Spirit Inc.
to United States Trust Company of New York, as Trustee
*4.4 Form of Deed of Covenants by Nassau Spirit Inc. to United
States Trust Company of New York, as Trustee
4.5 Form of First Preferred Ship Mortgage by VSSI Oceans Inc. to
United States Trust Company of New York, as Trustee
*4.6 Form of Assignment of Time Charter from Nassau Spirit Inc. to
United States Trust Company of New York, as Trustee
*4.7 Form of Assignment of Insurance from Nassau Spirit Inc. to
United States Trust Company of New York, as Trustee
4.8 Form of Pledge Agreement and Irrevocable Proxy by Teekay in
favor of United States Trust Company of New York, as Trustee
*4.9 Form of Guarantee by Nassau Spirit Inc. in favor of United
States Trust Company of New York, as Trustee
*4.10 Form of Assignment of Freights and Hires from Nassau Spirit
Inc. to United States Trust Company of New York, as Trustee
*4.11 Form of Cash Collateral Account Agreement between Nassau Spirit
Inc. and United States Trust Company of New York, as Trustee
4.12 Form of Investment Account Agreement between Teekay and United
States Trust Company of New York, as Trustee
</TABLE>
+ All of the exhibits set forth below are incorporated by reference to the
Registration Statement.
* A schedule attached to this exhibit as incorporated by reference identifies
all other documents not required to be filed as exhibits because such
other documents are substantially identical to this exhibit. The schedule
also sets forth material details by which the omitted documents differ
from this exhibit.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant, Teekay Shipping Corporation, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, on January 8, 1996.
TEEKAY SHIPPING CORPORATION
By: /s/ Arthur F. Coady
---------------------------------------
Arthur F. Coady
Executive Vice President
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant, VSSI Oceans Inc., has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, on January 8, 1996.
VSSI OCEANS INC.
By: /s/ Arthur F. Coady
---------------------------------------
Arthur F. Coady
President and Chief Executive Officer
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant, VSSI Atlantic Inc., has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, on January 8, 1996.
VSSI ATLANTIC INC.
By: /s/ Arthur F. Coady
---------------------------------------
Arthur F. Coady
President and Chief Executive Officer
-3-
<PAGE> 4
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant, VSSI Appian Inc., has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, on January 8, 1996.
VSSI APPIAN INC.
By: /s/ Arthur F. Coady
-----------------------------------------
Arthur F. Coady
President and Chief Executive Officer
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant, Senang Spirit Inc., has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, on January 8, 1996.
SENANG SPIRIT INC.
By: /s/ Arthur F. Coady
---------------------------------------
Arthur F. Coady
President and Chief Executive Officer
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant, Exuma Spirit Inc., has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, on January 8, 1996.
EXUMA SPIRIT INC.
By: /s/ Arthur F. Coady
---------------------------------------
Arthur F. Coady
President and Chief Executive Officer
-4-
<PAGE> 5
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant, Nassau Spirit Inc., has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, on January 8, 1996.
NASSAU SPIRIT INC.
By: /s/ Arthur F. Coady
---------------------------------------------
Arthur F. Coady
President and Chief Executive Officer
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant, Andros Spirit Inc., has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, on January 8, 1996.
ANDROS SPIRIT INC.
By: /s/ Arthur F. Coady
---------------------------------------------
Arthur F. Coady
President and Chief Executive Officer
-5-
