As filed with the Securities and Exchange Commission on June 26, 2001
Registration No. 333-62326
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN EAGLE TANKERS INC. LIMITED
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant's name into English)
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Bermuda 4412 76-0445673
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
15 Exchange Place
Suite 110
Jersey City, New Jersey 07302
(201) 985-0060
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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Gregory A. McGrath
15 Exchange Place
Suite 110
Jersey City, New Jersey 07302
(201) 985-0060
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Raymond J. Fisher, Esq. Richard J.B. Price, Esq.
Milbank, Tweed, Hadley & McCloy LLP Shearman & Sterling Stamford
One Chase Manhattan Plaza 6 Battery Road, #25-03
New York, New York 10005 Singapore 049909
(212) 530-5000 (65) 230-3800
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
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, check the following box. [_]
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(c)
under the Securities Act, 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(d)
under the Securities Act, 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,
check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Aggregate Amount of
Title of Each Class of Offering Registration
Securities to be Registered Price(/1/) Fee(/2/)
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Common shares, par value $1 per common share.... $151,368,750 $37,842.19
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(1) Estimated solely for the purpose of computing the amount of the
registration fee, in accordance with Rule 457(o) under the Securities Act
of 1933.
(2) Previously paid.
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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 or until this Registration Statement shall become
effective on such date as the Commission may determine.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 6.Indemnification of Directors and Officers.
Section 98 of the Companies Act of Bermuda allows us to indemnify our
directors, officers and certain other persons against any liability which by
virtue of Bermuda law otherwise would be imposed on them, except in cases where
such liability arises from fraud or dishonesty of which such officer, director
or auditor may be guilty in relation to our company. Section 98 further
provides that a Bermuda company may indemnify its directors, officers and
auditors against any liability incurred by them in defending any proceedings,
whether civil or criminal, in which judgment is awarded in their favor or they
are acquitted or in which they are acquitted or granted relief by the Supreme
Court of Bermuda in certain proceedings arising under Section 281 of the
Companies Act.
We have adopted provisions in our by-laws that provide that we will
indemnify our officers and directors in civil actions for actions made in good
faith and in criminal actions for actions which an officer or director had no
reasonable cause to believe was unlawful. We have also entered into
indemnification agreements with our directors and officers to provide them
indemnification for actions that are not knowingly fraudulent or deliberately
dishonest and do not constitute willful misconduct.
We maintain directors and officers insurance.
Item 7.Recent Sales of Unregistered Securities
The registrant has not issued or sold any securities within the past
three years.
Item 8.Exhibits and Financial Statement Schedules.
(a) Exhibits. Filed herewith are the following exhibits:
1.1 Form of Underwriting Agreement**
3.1 Memorandum of Association**
3.2 By-Laws**
4.2 Revised Specimen Certificate for the common shares
5.1 Opinion of Cox Hallett Wilkinson as to the legality of the common shares
dated June 25, 2001**
8.1 Opinion of Cox Hallett Wilkinson as to certain Bermuda tax matters dated
June 25, 2001**
8.2 Opinion of Cadwalader, Wickersham & Taft as to certain U.S. tax matters
dated June 25, 2001**
10.1 Loan Agreement, dated as of March 5, 2001, among The Development Bank of
Singapore Limited, Neptune Orient Lines Limited and the registrant*
10.2 Share Option Plan of the registrant*
10.3 Shareholder's Support Services Agreement, dated as of June 5, 2001,
between Neptune Orient Lines Limited and the registrant*
10.4 Form of Ship Technical Management Agreement*
10.5 Shareholder's Agreement, dated as of June 5, 2001 between Neptune Orient
Lines Limited and the registrant*
10.6 Guarantee Fee Letter, dated as of June 5, 2001 from the registrant to
Neptune Orient Lines Limited*
10.7 Loan Agreement, dated as of May 29, 2001 between the Lenders set forth
therein, Danmarks Skibskreditfond and the registrant**
15.1 Deleted
21.1 List of subsidiaries of the registrant*
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Cox Hallett Wilkinson (included in Exhibit 5.1)**
23.3 Consent of Cadwalader, Wickersham & Taft (included in Exhibit 8.2)**
23.4 Consent of Clarkson*
24.1 Power of Attorney (included as part of this signature page hereto)**
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*Filed as part of Amendment No. 1 to the Registration Statement on June 6,
2001.
**Filed as part of Amendment No. 2 to the Registration Statement on June 25,
2001.
(b) Financial Statement Schedules
[Not applicable.]
II-1
Item 9.Undertakings.
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
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 SEC 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 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 Securities Act and will be governed by the final
adjudication of such issue.
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 declared 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 the initial bona fide
offering thereof.
II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form F-1 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in New Jersey on June 26, 2001.
AMERICAN EAGLE TANKERS INC. LIMITED
/s/ Joseph Sin Kin Kwok
By: _________________________________
Name:Joseph Sin Kin Kwok
Title:President
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned directors and officers of American Eagle Tankers Inc.
Limited, do hereby constitute and appoint Joseph Sin Kin Kwok, Gregory A.
McGrath and Wang Chan Tak, and each of them, our true and lawful attorneys-in-
fact and agents, with full power of substitution and resubstitution in each of
them, to do any and all acts and things in our respective names and on our
respective behalves in the capacities indicated below that Joseph Sin Kin Kwok,
Gregory A. McGrath and Wang Chan Tak, or any one of them, may deem necessary or
advisable to enable American Eagle Tankers Inc. Limited to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement, including specifically, but not limited to, power and authority to
sign for us in our respective names in the capacities indicated below any and
all amendments (including post-effective amendments) hereto or any related
registration statement, including any registration statement to be filed
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same,
with all exhibits thereto and other documents therewith, with the Securities
and Exchange Commission; and we do hereby ratify and confirm all that Joseph
Sin Kin Kwok, Gregory A. McGrath and Wang Chan Tak, or any one of them, shall
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed on June 26, 2001 by the following
persons in the capacities indicated.
/s/ Lua Cheng Eng
_____________________________________
Lua Cheng Eng
Chairman of the Board
/s/ Joseph Sin Kin Kwok
_____________________________________
Joseph Sin Kin Kwok
President and Director
(Principal Executive Officer)
/s/ Gregory A. McGrath
_____________________________________
Gregory A. McGrath
Vice President, Finance and
Administration
(Principal Financial and Accounting
Officer)
/s/ Flemming R. Jacobs
_____________________________________
Flemming R. Jacobs
Vice Chairman
/s/ Ernst Gabriel Frankel
_____________________________________
Ernst Gabriel Frankel
Director
*
_____________________________________
Sir David Thomson
Director
*
_____________________________________
John T. Olds
Director
/s/ Robert F. Klausner
_____________________________________
Robert F. Klausner
Director
EXHIBIT INDEX
Exhibit Description
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1.1 Form of Underwriting Agreement**
3.1 Memorandum of Association**
3.2 By-Laws**
4.2 Revised Specimen Certificate for the common shares
5.1 Opinion of Cox Hallett Wilkinson as to the legality of the common
shares dated June 25, 2001**
8.1 Opinion of Cox Hallett Wilkinson as to certain Bermuda tax matters
dated June 25, 2001**
8.2 Opinion of Cadwalader, Wickersham & Taft as to certain U.S. tax
matters dated June 25, 2001**
10.1 Loan Agreement, dated as of March 5, 2001, among the Development Bank
of Singapore Limited, Neptune Orient Lines Limited and the registrant*
10.2 Share Option Plan of the registrant*
10.3 Shareholder's Support Services Agreement, dated as of June 5, 2001,
between Neptune Orient Lines Limited and the registrant*
10.4 Form of Ship Technical Management Agreement*
10.5 Shareholder's Agreement, dated as of June 5, 2001 between Neptune
Orient Lines Limited and the registrant*
10.6 Guarantee Fee Letter, dated as of June 5, 2001 from the registrant to
Neptune Orient Lines Limited*
10.7 Loan Agreement, dated as of May 29, 2001 between the Lenders set forth
therein, Danmarks Skibskreditfond and the registrant**
15.1 Deleted
21.1 List of subsidiaries of the registrant*
23.1 Consent of PricewaterhouseCoopers
23.2 Consent of Cox Hallett Wilkinson (included in Exhibit 5.1)**
23.3 Consent of Cadwalader, Wickersham & Taft (included in Exhibit 8.2)**
23.4 Consent of Clarkson*
24.1 Power of Attorney (included as part of the signature page hereto)**
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*Filed as part of Amendment No. 1 to the Registration Statement on June 6,
2001.
**Filed as part of Amendment No. 2 to the Registration Statement on June 25,
2001.