UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of June , 2005
Knightsbridge Tankers Limited
(Translation of registrant's name into English)
Par-la-Ville Place, 14 Par-la-Ville Road,
Hamilton HM 08, Bermuda (Address
of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
----- -----
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
----- -----
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
--------
Item 1. INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 1, is a copy of the Notice of Annual Meeting of Shareholders
of Knightsbridge Tankers Limited (the "Company"), and accompanying Chairman's
letter to Shareholders and Proxy Statement, each dated May 23, 2005, in
connection with the Annual Meeting of Shareholders of the Company to be held
June 27, 2005.
TO THE SHAREHOLDERS OF
KNIGHTSBRIDGE TANKERS LIMITED
Enclosed is a Notice of the Annual General Meeting of Shareholders (the
"Notice") of Knightsbridge Tankers Limited (the "Company") that will be held at
the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Hamilton, Bermuda on
Monday June 27, 2005, at 11:00 a.m. (Bermuda time).
At this Annual General Meeting (the "Meeting"), shareholders of the Company will
consider and vote upon proposals (1) to elect a total of five Directors to serve
until the next Annual General Meeting of Shareholders; (2) to approve the
appointment of Moore Stephens P.C. as the Company's independent auditors and to
authorize the Board of Directors to determine the auditors' remuneration; and
(3) to amend the Company's Bye-laws to remove the current restrictions on the
Company's business activities
The Board believes that the proposal to amend the Company's bye-laws is
important to the Company's future ability to operate and compete successfully in
the tanker market. The Board believes that a vessel owning and operating company
needs flexibility and that it is no longer appropriate to limit, by means of its
bye-laws, the powers of the Company to engage in the full potential range of
business activities including renewal of the fleet over time. Amending the
bye-laws will allow the Board to consider fully any inquiries that the Company
may receive with respect to proposed business combinations, or to pursue
potential vessel acquisitions, or business combinations on its own initiative.
You are cordially invited to attend the Meeting in person. If you attend the
Meeting, you may revoke your proxy and vote your shares in person.
It is important to vote. Whether or not you plan to attend the general meeting,
please complete, date, sign and return the enclosed proxy in the enclosed
envelope, which does not require postage if mailed within the United States. The
vote of every shareholder is important and your cooperation in returning your
executed proxy promptly will be appreciated. Any signed proxy returned and not
completed will be voted in favor of all the proposals listed in the proxy
statement.
Very truly yours,
Ola Lorentzon
Chairman
Knightsbridge Tankers Limited Knightsbridge Tankers Limited
Investor Relations Registered Office
Telephone: +47 23 11 40 00 Par-la-Ville Place,
www.knightsbridgetankers.com 14 Par-la-Ville Road
Hamilton, HM 08, Bermuda
KNIGHTSBRIDGE TANKERS LIMITED
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
JUNE 27, 2005
NOTICE IS HEREBY given that the Annual General Meeting of Shareholders of
Knightsbridge Tankers Limited (the "Company") will be held on June 27, 2005 at
11:00 a.m. local time, at the Fairmont Hamilton Princess Hotel, 76 Pitts Bay
Road, Hamilton, Bermuda for the following purposes, all of which are more
completely set forth in the accompanying proxy statement:
1. To receive the Company's audited consolidated financial statements for the
year ended December 31, 2004.
2. To elect a total of five Directors to serve until the end of the next
Annual General Meeting of Shareholders or until their respective successors
are duly elected.
3. To appoint Moore Stephens P.C. as the Company's independent auditors and to
authorize the Board of Directors to determine the auditors' remuneration.
4. To amend the Company's Bye-laws 83. and 85. to remove the current
restrictions on the Company's business activities.
5. To transact other such of business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business May 20, 2005, as the
record date for the determination of the shareholders entitled to receive notice
of the Annual General Meeting or any adjournment thereof.
BY ORDER OF THE BOARD OF DIRECTORS
Kate Blankenship
Secretary
Dated: May 23, 2005
Hamilton, Bermuda
KNIGHTSBRIDGE TANKERS LIMITED
PAR-LA-VILLE PLACE
14 PAR-LA-VILLE ROAD
HAMILTON HM 08, BERMUDA
----------------------
PROXY STATEMENT
FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, JUNE 27, 2005
---------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
The enclosed proxy is solicited on behalf of the Board of Directors (the "Board"
or "Directors") of Knightsbridge Tankers Limited, a Bermuda company (the
"Company"), for use at the Annual General Meeting of Shareholders to be held at
the Fairmont Hamilton Princess Hotel, 76 Pitts Bay Road, Hamilton, Bermuda on
Monday, June 27, 2005, at 11:00 a.m. local time (the "Meeting"), or at any
adjournment or postponement thereof, for the purposes set forth herein and in
the accompanying Notice of Annual General Meeting of Shareholders.
The outstanding shares of the Company at May 20, 2005 (the "Record Date"),
consisted of 17,100,000 common shares, par value $0.01 (the "Common Shares").
Each shareholder of record at the close of business on the Record Date is
entitled to receive notice of the Meeting and to one (1) vote for each Common
Share then held. One-third of the outstanding Common Shares shall constitute a
quorum at the Meeting. The Common Shares represented by any proxy in the
enclosed form will be voted in accordance with the instructions given on the
proxy if the proxy is properly executed and is received by the Company prior to
the close of voting at the Meeting or any adjournment or postponement thereof.
The Common Shares are listed on the Nasdaq National Market under the symbol
"VLCCF."
A shareholder giving a proxy may revoke it at any time before it is exercised. A
proxy may be revoked by filing with the Secretary of the Company at the
Company's principal office, Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton
HM 08 Bermuda, a written notice of revocation by a duly executed proxy bearing a
later date, or by attending the Meeting and voting in person. All Common Shares
of the Company represented by valid proxies received pursuant to this
solicitation, and not revoked, will be voted at the Meeting.
In the event there are not sufficient votes for approval of any of the matters
to be voted upon at the Annual General Meeting, the Meeting may be adjourned in
order to permit further solicitation of proxies.
The form of proxy provides a space for you to withhold your vote for each of the
nominees for the Board of Directors if you choose to do so. You are urged to
indicate the way you wish to vote on each matter in the space provided. If no
space is marked, it will be voted by the proxies named therein (1) FOR the
election of Directors as set forth below, (2) FOR appointment of Moore Stephens
P.C. as independent auditors and to authorize the Board of Directors to fix the
auditors' remuneration; (3) FOR amendments to the Company's Bye-laws 83. and 85;
and (4) in such persons' discretion upon such other business as may properly
come before the meeting.
The Company, will bear the cost of the solicitation of proxies and will
reimburse brokerage houses and other custodians, fiduciaries and nominees for
their expenses in sending solicitation material to their principals. In addition
to the solicitation of proxies by the use of the mails, proxies may also be
solicited by the Directors, officers, employees, and appointed agents of the
Company by telephone, cable and personal interviews. Directors, officers and
employees of the Company who solicit proxies will not receive additional
compensation therefor.
PRESENTATION OF FINANCIAL STATEMENTS
In accordance with Section 84 of the Companies Act 1981 of Bermuda, the audited
consolidated financial statements of the Company for the year ended December 31,
2004 will be presented at the Meeting. These statements have been approved by
the Directors of the Company. There is no requirement under Bermuda law that
such statements be approved by shareholders, and no such approval will be sought
at the Meeting.
The audited consolidated financial statements of the Company for the year ended
December 31, 2004 have been provided to Shareholders by inclusion in the Annual
Report on Form 20-F mailed with this Notice of Meeting. The Company's Annual
Report on Form 20-F is also available on our website at
www.knightbridgetankers.com.
COMPANY PROPOSALS
PROPOSAL 1 - ELECTION OF DIRECTORS
Pursuant to the Company's Bye-laws the number of Directors of the Company has
been set at five. As provided in the Company's Bye-laws, each Director is
elected at each Annual General Meeting of Shareholders and shall hold office
until the next Annual General Meeting following his election or until his
successor is elected.
The Board has nominated the five persons listed below for selection as Directors
of the Company. All nominees are presently members of the Board of Directors.
Unless the proxy is marked to indicate that such authorization is expressly
withheld, the persons named in the enclosed proxy intend to vote the shares
authorized thereby FOR the election of the following five nominees. It is
expected that each of these nominees will be able to serve, but if before the
election it develops that any of the nominees are unavailable, the persons named
in the accompanying proxy will vote for the election of such substitute nominee
or nominees as the current Board of Directors may recommend.
Nominees For Election To The Company's Board Of Directors
Information concerning the nominees for Directors of the Company is set forth
below:
Name Age Director Since Position with the Company
---- --- -------------- -------------------------
Ola Lorentzon 55 1996 Director, Chairman
Tor Olav Tr0im 42 2000 Director, Vice-Chairman
and Chief Executive Officer
Douglas C. Wolcott 73 1996 Director and
Audit Committee Member
David M. White 64 1996 Director and Audit
Committee Chairman
Timothy Counsell 46 1998 Director
Ola Lorentzon has been a director of the Company since September 18, 1996 and
Chairman since May 26, 2000. From September 18, 1996 to May 26, 2000 he was also
Deputy Chairman and Treasurer. Mr. Lorentzon was a director and President of ICB
Shipping AB from 1987 until 2001. Mr. Lorentzon was also Managing Director of
Frontline Management AS, a subsidiary of Frontline Ltd., a Bermuda company
listed on the New York Stock Exchange and the Oslo Stock Exchange, from April
2000 until September 2003. Mr. Lorentzon was a director of the United Kingdom
Protection and Indemnity Club until 2002. Until 2000 Mr. Lorentzon was a
director of The Swedish Protection and Indemnity Club (SAAF), Swedish Ships
Mortgage Bank and The Swedish Shipowners' Association, Deputy Chairman of the
Liberian Shipowners Council and a member of the International Association of
Tanker Owners (Intertanko) Council.
Tor Olav Tr0im has been a director, Vice Chairman and Chief Executive Officer of
the Company since May 26, 2000 and a director of Frontline since July 1, 1996.
Since May 2001, Mr. Tr0im has served as a director of Golar LNG Limited, a
Bermuda company listed on the Oslo Stock Exchange and the NASDAQ National
Market. He is a director of Aktiv Inkasso ASA, a Norwegian Oslo Stock Exchange
listed company, and Golden Ocean Group Limited, a Bermuda company listed on the
Oslo Stock Exchange. He is also Chief Executive Officer and a director of Ship
Finance International Limited a Bermuda company listed on the New York Stock
Exchange. Prior to his service with Frontline, from January 1992, Mr. Tr0im
served as Managing Director and a member of the board of Directors of DNO AS, a
Norwegian oil company.
Douglas C. Wolcott has been a director of the Company since September 18, 1996.
Mr. Wolcott has also served as President of Chevron Shipping Corporation until
1994. Mr. Wolcott previously served as Deputy Chairman and Director of the
United Kingdom Protection and Indemnity Club and as a director of London &
Overseas Freighters Limited. He is currently a director of the American Bureau
of Shipping.
David M. White has been a director of the Company since September 18, 1996. Mr.
White has also served as a director of NatWest Equity Primary Markets Limited
from January 1992 to March 1996, and was previously a director of both NatWest
Markets Corporate Finance Limited and NatWest Markets Securities Limited until
December 1991.
Timothy Counsell has been a director of Knightsbridge Tankers Limited since
March 27, 1998. Mr. Counsell is a partner of the law firm of Appleby Spurling
Hunter, Bermudian counsel to the Company and the Manager, and has been with that
firm since 1990.
Messrs. Wolcott and White are members of the Audit Committee of the Board of
Directors.
The approval of this proposal will require a majority of the votes cast at the
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE PROPOSED
DIRECTORS.
* * * * * * * * * * * * * * * * * * *
PROPOSAL 2 - APPOINTMENT OF INDEPENDENT AUDITORS
At the Meeting, the Board will ask the shareholders to approve the appointment
of Moore Stephens P.C. as the Company's independent auditors and to authorize
the Board of Directors to determine the auditors' remuneration.
Audit services provided by Moore Stephens P.C. in fiscal year 2004 included the
examination of the consolidated financial statements of the Company and its
subsidiaries.
All services rendered by the independent auditors are subject to pre-approval
and review by the Audit Committee.
The approval of this proposal will require a majority of the votes cast at the
Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR APPROVAL OF THE
APPOINTMENT OF MOORE STEPHENS P.C. AS INDEPENDENT AUDITORS OF THE COMPANY AND TO
AUTHORIZE THE BOARD OF DIRECTORS TO FIX THE AUDITORS' REMUNERATION.
* * * * * * * * * * * * * * * * * * *
PROPOSAL 3 - AMENDMENTS TO THE COMPANY'S BYE-LAWS 83 AND 85
Background
The Company was incorporated in Bermuda on September 18, 1996, for the purpose
of acquiring, owning, leasing, chartering and disposing (through wholly-owned
subsidiaries) of five very large crude carriers ("VLCCs") (the "Vessels"). Since
its inception, the business of the Company has been limited by its bye-laws to
the acquisition, disposition, ownership, leasing and chartering of the Vessels,
and engaging in activities necessary, suitable or convenient to accomplish, or
in connection with or incidental to, the foregoing, including entering into the
Charters, the U.K. Finance Leases, Credit Facility, Management Agreement (all as
defined below) and conducting its initial public offering. As part of its
negotiations with the charterer of the Vessels and the underwriters of the
initial public offering, the Company agreed to include a specific bye-law,
Bye-Law 83, that, in essence, limited its activities to those transactions. Such
limitations are not usual for traditional ship owning and operating companies.
The Company chartered the Vessels to Shell International Petroleum Company
Limited, a company in the Royal Dutch Shell group of companies ("Shell") on
bareboat charters (the "Charters") for an initial period of approximately seven
years with an option for Shell to extend the Charters for another seven-year
period. Shell did not extend the bareboat charters for any of the Vessels for a
second seven year period. Consequently, the bareboat charters to Shell expired
for all five Vessels, in accordance with their terms, during March 2004 and the
Vessels were redelivered to the Company.
At the time the Vessels were delivered, the Company's subsidiaries entered into
conditional sale/leaseback arrangements (the "U.K. Finance Leases") with a
subsidiary of a United Kingdom financial institution (the "U.K. Lessor")
pursuant to which each subsidiary sold a Vessel to the U.K. Lessor under a
conditional sale agreement and concurrently leased its Vessel back from the U.K.
Lessor for a term of 25 years. The U.K. Finance Leases were terminated when the
Charters expired.
The Company's credit facility (the "Credit Facility") was comprised of term
loans from a syndicate of international lenders in the amount of $125.4 million.
These term loans were refinanced in March 2004 with a $140.0 million facility.
Since its initial public offering in 1997, the Company has been managed by ICB
Shipping (Bermuda) Ltd. (the "Manager"), a subsidiary of Frontline Ltd.
("Frontline") pursuant to a management agreement (the "Management Agreement').
Frontline is a New York Stock Exchange and Oslo Stock Exchange listed VLCC and
Suezmax tanker owner and operator. Under the Management Agreement, the Manager
is required to manage the day-to-day business of the Company subject, always, to
the objectives and policies of the Company as established from time to time by
its Board of Directors. All decisions of a material nature concerning the
business of the Company are reserved to the Company's Board of Directors. The
Management Agreement will terminate in 2012, unless earlier terminated pursuant
to its terms.
Even though the Charters have expired, under Bye-Law 83, unless amended, the
Company's business activities are still limited to the following:
o rechartering the Vessels,
o refinancing or replacing the Credit Facility,
o acting in connection with the U.K. Finance Leases,
o acting in connection with the Management Agreement,
o offering Common Shares and listing them,
o enforcing its rights in connection with the Charters, the Credit
Facility, the U.K. Finance Leases, the Management Agreement and other
agreements into which the Company and its subsidiaries entered at the
time of its initial public offering, and
o leasing, selling or otherwise disposing of the Vessels (or Vessel
owning subsidiaries) on termination of the Charters or subsequent
charters.
These powers do not specifically include, for example, acquiring vessels,
changing a vessel's flag or registry or changing managers. These are activities
that are standard practice for traditional ship owning and operating companies.
Since Bye-Law 83 limits the Company's business activities to those enumerated in
that bye-law, the Company cannot say with certainty that it may undertake
activities that Bye-Law 83 does not specify. The Board would likely require the
opinion of Bermuda counsel before engaging in any of those activities. Lenders
and other parties with whom the Company deals may also require opinions of
counsel in such circumstances.
The Board's View
Bye-Law 83 contains restrictions on the Company's activities that relate to the
specific purposes for which the Company was organized in 1996 - to acquire the
Vessels, enter into the Charter and the U.K. Finance Leases, and related
transactions. The Board believes that these specific purposes are no longer
relevant to the Company's operations in 2005.
The Board has no present plan or intention to change the Company's business
plan. However, the Board believes that a vessel owning and operating company
needs flexibility. The Memorandum of Association of the Company sets out the
permitted activities of the Company. The Board further believes that it is no
longer appropriate to limit, by means of its bye-laws, the powers of the Company
to engage in the full potential range of business activities including possible
vessel acquisitions or disposals. Moreover, amending the bye-laws will allow the
Board to consider fully any inquiries that the Company may receive with respect
to proposed business combinations, or to pursue potential business combinations
on its own initiative.
Expanding the range of the Company's permitted activities will be accomplished
by way of amending Bye-Law 83 to delete the present limitation, together with
the list of "permitted activities" that follows it, as that list will no longer
be relevant. A conforming change will also be made to Bye-Law 85.
For full texts of Bye-Law 83 and Bye-Law 85, marked to show the proposed
changes, please see Appendix B to this Proxy Statement. The complete text of the
Company's bye-laws was filed as exhibit 3.1 to Amendment No. 2 to the Company's
Registration Statement on Form F-1 (Registration No. 333-6170), filed with the
Securities and Exchange Commission ("SEC") on February 4, 1997.
The affirmative vote of not less than 66 2/3% of the holders of Company's issued
and outstanding Common Shares is required to amend the Company's Bye-laws to
permit the Company to engage in any activity permitted by law. It is important
that you vote, as abstentions in effect, will count as votes against amending
the Bye-laws.
THE BOARD RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR PROPOSAL 3 TO AMEND THE
COMPANY'S BYE-LAWS 83. AND 85.
* * * * * * * * * * * * * * * * * * *
OTHER INFORMATION
Management knows of no business that will be presented for consideration at the
Annual General Meeting other than that stated in the Notice of Annual General
Meeting. Should any additional matters come before the Annual General Meeting,
it is intended that proxies in the accompanying form will be voted in accordance
with the judgement of the person or persons named in the proxy.
By Order of the Directors
Kate Blankenship
Secretary
May 23, 2005
Hamilton, Bermuda
Appendix A
This Appendix shows the present and proposed texts of Bye-Law 83 and Bye-Law 85.
Present text that is proposed to be deleted is shown in strikethrough and new
proposed text is shown in bold.
POWERS AND DUTIES OF THE BOARD
83. Subject to the provisions of the Companies Acts and these Bye-Laws and
to any directions given by the Company [start of proposed text] in a
general meeting [end of proposed text] [start deleted text] by
Resolution [end of deleted text], the Board of Directors shall manage
the business of the Company from outside the United States [start of
proposed text], and may pay all expenses incurred in promoting and
incorporating the Company and may exercise all powers of the Company in
furtherance of the Company's business activities.[end of proposed text]
[start of deleted text] provided that the business activities of the
Company shall, notwithstanding the provisions of the Company's
Memorandum of Association, be confined to:[end of deleted text]
[start of deleted text] (i) establishing the Subsidiaries as
wholly-owned subsidiaries to own the Vessels
and taking all acts necessary to register
the Vessels in the registry of the Isle of
Man;
(ii) entering into or becoming a party to and
taking all acts in connection with, and
causing the Subsidiaries to enter into and
become a party to and take all acts in
connection with, the Assignment Agreement;
(iii) causing the Subsidiaries to enter into or
become a party to and take all acts in
connection with, and causing the
Subsidiaries to enter into and become a
party to and take all acts in connection
with, the Memoranda of Agreement;
(iv) entering into or becoming a party to and
taking all acts in connection with, and
causing the Subsidiaries to enter into and
become a party to and take all acts in
connection with, the Guaranty;
(v) entering into or becoming a party to and
taking all acts in connection with, and
causing the Subsidiaries to enter into and
become a party to and take all acts in
connection with, the Original Charters with
the Charterer and subsequent Charters with
any subsequent charterer of the Vessels;
(vi) entering into, or becoming a party to, and
taking all acts in connection with the
Credit Facility or any refinancing or
replacement thereof;
(vii) entering into or becoming a party to and
taking all acts in connection with, and
causing the Subsidiaries to enter into and
become a party to and take all acts in
connection with, the U.K. Finance Leases;
(viii) entering into or becoming a party to and
taking all acts in connection with, and
causing the Subsidiaries to enter into and
become a party to and take all acts in
connection with, the Underwriting Agreement;
(ix) entering into or becoming a party to, and
taking all acts in connection with, the
Management Agreement;
(x) entering into or becoming a party to and
taking all acts in connection with, and
causing the Subsidiaries to enter into and
become a party to and take all acts in
connection with any other of the Transaction
Documents;
(xi) entering into, or becoming a party to any
agreement and performing all acts necessary
for the conduct of an offering by the
Company of the Common Shares and their
listing on any stock exchange and/or their
inclusion in any securities market;
(xii) enforcing its rights and performing its
obligations in respect of any and all of the
foregoing;
(xiii) with the sanction of a Resolution, selling
or otherwise disposing of a Vessel (or a
Subsidiary owning such Vessel) prior to the
termination of its Original Charter;
provided that the sanction of a Resolution
shall not be required if in the Board's
discretion it is deemed necessary or
adviseable to sell or otherwise dispose of a
Vessel or a Subsidiary in connection with
the termination of the U.K. Finance Lease
arrangements while an Original Charter
remains in effect;
(xiv) entering into, and causing the Subsidiaries
to enter into, agreements to charter, lease,
sell or otherwise dispose of a Vessel (or a
Subsidiary owning such Vessel) upon the
termination of its Original Charter and any
subsequent charters;
(xv) with the sanction of a Resolution, entering
into agreements to amalgamate, merge, sell,
liquidate or otherwise dispose of any of the
Subsidiaries;
(xvi) without the sanction of a Resolution,
causing the transfer of a Vessel or the
related rights under the U.K. Finance Lease
arrangements from a Subsidiary to a
newly-formed wholly-owned subsidiary of the
Company in a "Permitted Intra-Group
Disposal", as such term is defined in the
Credit Facility, whereupon such newly-formed
wholly-owned subsidiary shall be deemed a
"Subsidiary" for purposes of Bye-Law 1; and
(xvii) engaging in those activities, including the
entering into additional or supplementary
agreements, documents and instruments
necessary, suitable or convenient to
accomplish the foregoing or incidental
thereto or connected therewith.
(xviii) PROVIDED ALWAYS so long as any Charter
remains in effect (A) the Company shall: (i)
not have an office or fixed place of
business in the United States or any
territory or subdivision thereof
(collectively, the "U.S."); (ii) use all
reasonable efforts and cause the
Subsidiaries not to engage in "systematic
and continuous contacts" with the U.S. so as
to avoid the general jurisdiction of the
U.S.; provided, however, that the Board
shall have the power to cause the Company to
perform all acts necessary or desirable to
the fulfillment of its rights and
obligations and in furtherance of the
consummation of the transactions described
in this Bye-Law 84 (and any renewal or
refinancing thereof), and the status of the
Company as a "reporting company" pursuant to
the Securities Exchange Act of 1934 (the
"Exchange Act"), and including in connection
with the raising of equity or debt in the
U.S., and as required by law in connection
therewith, and provided, further, that the
performance of such acts, including agreeing
in any of the documents and agreements
described in this Bye-Law (the "Transaction
Documents") or any other related agreements
to (x) the choice of the laws of the U.S.
and (y) submission to the jurisdiction of
the federal and state courts located in the
Borough of Manhattan, City of New York
solely in connection with any disputes
arising out of or in connection with such
Transaction Documents and agreements shall
not be deemed a violation of this Bye-Law;
and (B) the Board shall cause the Company to
vote the shares of any Subsidiary against
any proposal to amend Section [___] of such
Subsidiary's articles of association or
otherwise consent to any amendment to such
Section [___] except as approved by not less
than 66-2/3% of the Company's outstanding
Common Shares. [end of deleted text]
85. The Board may exercise all the powers of the Company to borrow money
and to mortgage or charge all or any part of the undertaking, property
and assets (present and future) and uncalled capital of the Company and
to issue debentures and other securities, whether outright or as
collateral security for any debt, liability or obligation of the
Company or of any other persons. [start of deleted text] provided
however that such powers shall only be exercised in furtherance of the
businesses set forth in Bye-law 83.[end of deleted text]
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorised.
Knightsbridge Tankers Limited
(Registrant)
Date June 8, 2005 By /s/ Kate Blankenship
Kate Blankenship
Secretary
01655.0002 #577810