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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
January 26, 2005
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GENERAL MARITIME CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
REPUBLIC OF THE MARSHALL ISLANDS
(STATE OR OTHER JURISDICTION OF INCORPORATION)
001-16531 06-159-7083
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
35 West 56th Street
New York, New York 10019
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 763-5600
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01 Other Events
On January 26, 2005, we announced in a press release that we have
initiated a new cash dividend policy. A copy of the press release is filed as an
exhibit hereto. To declare and pay dividends, we will require an amendment or
waiver of our 2004 Credit Agreement. Also, our Senior Notes allow dividends and
other "restricted payments" only if we are not in default under the indenture,
we are able to incur additional indebtedness under the indenture, and the
aggregate amount of all such restricted payments does not exceed a formula, the
principal components of which are the sum of (i) 50% of our consolidated net
income and the consolidated net income of our restricted subsidiaries for the
period from January 1, 2003 through the end of the most recent fiscal quarter
ending prior to the date of the restricted payment, (ii) the aggregate net cash
proceeds received by us from the sale of capital stock or other capital
contributions, and (iii) $25 million. We expect to consider options to redeem,
amend or defease the outstanding Senior Notes, if necessary, before the
indenture interferes with our ability to pay dividends in future.
Our payment of dividends will also depend on provisions of applicable law
and other factors that our board of directors may deem relevant. Under Marshall
Islands law, a company may not declare or pay dividends if it is currently
insolvent or would thereby be made insolvent. Marshall Islands law also provides
that a company may declare dividends only to the extent of its surplus, or if
there is no surplus, out of its net profits for the then current and/or
immediately preceding fiscal years.
The timing and amount of dividend payments will be determined by our board
of directors. Maintaining the dividend policy will depend on our cash earnings,
financial condition and cash requirements and could be affected by factors,
including the loss of a vessel, required capital expenditures, reserves
established by the board of directors, increased or unanticipated expenses,
additional borrowings or future issuances of securities, which may be beyond our
control.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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99.1 Press release issued by the Company on January 26, 2005
announcing the initiation of a cash dividend policy by the
Board of Directors.
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 hereunto duly authorized.
GENERAL MARITIME CORPORATION
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(Registrant)
By: /s/ John C. Georgiopoulos
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Name: John C. Georgiopoulos
Title: Chief Administrator Officer
Date: January 26, 2005