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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 April 16, 2001
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TEEKAY SHIPPING CORPORATION
TK House, Bayside Executive Park,
West Bay Street & Blake Road
P.O. Box AP-59213, Nassau,
The Bahamas
(242) 502-8820
(Address of principal executive offices)
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[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 ___ Form 40-F __
[indicate by check mark whether the registrant by furnishing 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 __
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Please find attached as Exhibit A the Company's Proxy Statement and Notice for
the 2001 Annual General Meeting of Shareholders which were mailed to
shareholders on or about March 31, 2001.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the
undersigned, thereunto duly authorized.
TEEKAY SHIPPING CORPORATION
Date: April 3, 2001 By /s/ Peter S. Antturi
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Name: Peter S. Antturi
Title: Vice-President, Treasurer
and Chief Financial Officer
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Exhibit A
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TEEKAY SHIPPING CORPORATION
TK HOUSE, BAYSIDE EXECUTIVE PARK, WEST BAY STREET & BLAKE ROAD
P.O. BOX AP-59213, NASSAU, THE BAHAMAS
[TEEKAY LOGO]
PHONE: (242) 502-8820
FAX: (242) 502-8840
March 30, 2001
Dear Shareholder:
On behalf of the Board of Directors, it is my pleasure to extend to you an
invitation to attend the 2001 Annual Meeting of shareholders (the "Annual
Meeting") of Teekay Shipping Corporation (the "Company"). We hope you can join
us. The Annual Meeting will be held at:
Place: The Royal Automobile Club,
89 Pall Mall,
London, England
Date: Monday, May 21, 2001
Time: 9:00 a.m. (London time)
The Notice of Annual Meeting of Shareholders and the Proxy Statement are
enclosed herewith. The Proxy Statement describes the business to be transacted
at the Annual Meeting and provides other information concerning the Company. The
principal business to be transacted at the Annual Meeting will be (1) the
election of Directors and (2) the ratification of the selection of Ernst &
Young, Chartered Accountants, as the Company's independent auditors for the
fiscal year ending December 31, 2001.
The Board of Directors unanimously recommends that shareholders vote for
the election of the nominated Directors and for the ratification of Ernst &
Young, Chartered Accountants, as the Company's independent auditors.
We know that many of our shareholders will be unable to attend the Annual
Meeting. Proxies are therefore solicited so that each shareholder has an
opportunity to vote on all matters that are scheduled to come before the Annual
Meeting. Whether or not you plan to attend the Annual Meeting, we hope that you
will have your stock represented by completing, signing, dating and returning
your proxy card in the enclosed envelope as soon as possible. You may, of
course, attend the Annual Meeting and vote in person even if you have previously
returned your proxy card.
Sincerely,
/s/ Bjorn Moller
BJORN MOLLER
President and Chief Executive Officer
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 21, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of shareholders of TEEKAY
SHIPPING CORPORATION (the "Company" ) will be held at The Royal Automobile Club,
89 Pall Mall, London, England at 9:00 a.m. (London time), on Monday, May 21,
2001 (the "Annual Meeting") for the following purposes:
1. To elect three (3) Directors to the Company's Board of Directors for a term
of three years;
2. To ratify the selection of Ernst & Young, Chartered Accountants, as the
Company's independent auditors for the fiscal year ending December 31,
2001; and
3. To transact such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The nominees for election as Directors are named in the enclosed Proxy
Statement.
The record date for the Annual Meeting is March 23, 2001. Only shareholders
of record at the close of business on that date will be entitled to notice of,
and to vote at, the Annual Meeting or any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE,
SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS POSSIBLE IN
THE ENCLOSED ENVELOPE (WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE
UNITED STATES) IN ORDER THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. THE GIVING
OF SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT LATER OR TO VOTE YOUR
SHARES IN PERSON IN THE EVENT THAT YOU SHOULD ATTEND THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Bruce C. Bell
BRUCE C. BELL
Secretary
Nassau, The Bahamas
March 30, 2001
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TEEKAY SHIPPING CORPORATION
TK HOUSE, BAYSIDE EXECUTIVE PARK
WEST BAY STREET & BLAKE ROAD
P.O. BOX AP-59213
NASSAU, THE BAHAMAS
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, MAY 21, 2001
GENERAL
This Proxy Statement is furnished by the Board of Directors of Teekay
Shipping Corporation (the "Company") in connection with the solicitation of
proxies by the Board of Directors for use at the Company's 2001 Annual Meeting
of shareholders (the "Annual Meeting"), to be held at 9:00 a.m. (London time),
on Monday, May 21, 2001 at The Royal Automobile Club, 89 Pall Mall, London,
England. The principal executive headquarters of the Company are located at the
TK House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box
AP-59213, Nassau, The Bahamas.
This Proxy Statement and the enclosed proxy card are first being mailed to
the Company's shareholders on or about March 30, 2001.
RECORD DATE AND OUTSTANDING SHARES
Only holders of record of the Company's common stock, par value $0.001 per
share (the "Common Stock"), at the close of business on March 23, 2001, will be
entitled to vote at the Annual Meeting. On that date, the Company had
approximately 39,385,156 shares of Common Stock outstanding.
QUORUM AND VOTING
Each share of Common Stock entitles the holder thereof to one vote. Under
the Company's Bylaws, action may be taken on a matter submitted to shareholders
only if a quorum exists with respect to such matter. In general, a majority of
the outstanding shares of Common Stock entitled to vote at the Annual Meeting,
present in person or represented by proxy, will constitute a quorum for the
Annual Meeting. However, the number of shares required to be represented at the
Annual Meeting to constitute a quorum is reduced from a majority to one-third of
the shares entitled to vote on a specific matter if that matter is recommended
by the Continuing Directors (as defined below) or for purposes of voting on the
election of Directors if all nominees are recommended by the Continuing
Directors. "Continuing Directors" means the incumbent members of the Board of
Directors that were members of the Board on June 15, 1999 and any persons who
are subsequently elected or appointed to the Board if such persons are
recommended by a majority of the Continuing Directors. The Continuing Directors
have recommended for election all the nominees for Director set out in this
Proxy Statement and have recommended that ratification of the selection of Ernst
& Young be approved. Accordingly, the quorum for each of such matters will be
one-third of the shares entitled to vote, present in person or represented by
proxy.
Shareholders are not entitled to cumulative voting rights in the election
of Directors. A nominee for election to the Board of Directors will be elected
by a plurality of the votes cast by shareholders entitled to vote at the Annual
Meeting. In the election of Directors, any action other than a vote for a
nominee will have the practical effect of voting against the nominee. For all
other matters, action is approved if the votes
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cast in favor of the action exceed the votes cast opposing the action.
Abstentions and other non-votes are counted for purposes of determining whether
a quorum exists at the Annual Meeting, but are not counted for any purpose in
determining whether a proposal is approved and have no effect on the
determination of whether a plurality exists with respect to a given nominee.
Proxies and ballots will be received and tabulated by The Bank of New York, the
Company's transfer agent.
REVOCABILITY AND VOTING OF PROXIES
A proxy delivered pursuant to this solicitation is revocable at the option
of the person giving the same at any time before it is exercised. A proxy may be
revoked, prior to its exercise, by delivering to the Secretary of the Company a
written notice of revocation or a duly executed proxy card bearing a later date,
or by attending the Annual Meeting and electing to vote in person. Attendance at
the Annual Meeting, in and of itself, will not constitute a revocation of a
proxy.
If no directions are specified in a properly executed proxy, the shares
covered thereby will be voted "FOR" (1) the election of each of the nominees for
Directors recommended by the Board of Directors, (2) the ratification of the
selection of Ernst & Young, Chartered Accountants, as the Company's independent
auditors for the fiscal year ending December 31, 2001 and (3) in accordance with
the discretion of the named proxy holders on any other matters properly brought
before the Annual Meeting.
SOLICITATION OF PROXIES
The accompanying proxy is solicited by and on behalf of the Board of
Directors, and the entire cost of preparing, printing and mailing this Proxy
Statement and the proxy solicited hereby will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by Directors,
officers and other employees of the Company, without additional remuneration, in
person or by telephone or facsimile transmission or electronic correspondence.
The Company will also request brokerage firms, bank nominees, custodians and
fiduciaries to forward proxy materials to the beneficial owners of the Common
Stock as of the record date and will provide reimbursement for the cost of
forwarding the proxy materials in accordance with customary practice. Your
cooperation in promptly completing, signing, dating and returning the enclosed
proxy card will help avoid additional expense.
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PROPOSAL 1: ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
The Board of Directors consists of nine members, three of whom are due to
be elected in 2001. The nominees for election in 2001 (the "Nominees") are set
forth below:
CLASS II DIRECTOR NOMINEES FOR TERMS EXPIRING IN 2004:
Morris L. Feder
Leif O. Hoegh
Eileen A. Mercier
Shares eligible to be voted, for which a properly dated and executed proxy
is received by the Secretary of the Company prior to the Annual Meeting, will be
voted in accordance with any choice specified. Where no choice is specified,
eligible shares will be voted for each Nominee as a Director. If a Nominee
becomes unable or unwilling to serve as a Director for any reason (which is not
now anticipated), the named proxy holders will vote such shares for a substitute
Nominee approved by the Board of Directors.
INFORMATION ABOUT THE DIRECTOR NOMINEES
MORRIS L. FEDER (age 84) has served as a Director of the Company since June
1993. He is President of Worldwide Cargo Inc., a New York-based chartering firm.
Mr. Feder has been engaged in the shipping industry in excess of 49 years, of
which 43 were spent with Maritime Overseas Corporation, from which he retired as
Executive Vice President and Director in December 1991. He has also served as
Senior Vice President and Director of Overseas Shipholding Group Inc. and was a
member of the Finance and Development Committee of its Board of Directors. Mr.
Feder is a member of the American Bureau of Shipping, the Connecticut Maritime
Association, and the Association of Shipbrokers and Agents USA Inc., as well as
being a member of the Board of Directors of American Marine Advisors, Inc.
LEIF O. HOEGH (age 37) was appointed as a Director in June 1999 in
connection with the Company's acquisition of Bona Shipholding Ltd. He served as
a Director of Bona from November 1993 to June 1999 and served as its Chairman
from June 1998 to June 1999. Mr. Hoegh is Managing Director of Leif Hoegh (UK)
Ltd and Vice-Chairman of Leif Hoegh and Co. ASA. He also serves as a Director of
Dannebrog Rederi AS and as the Chairman of Hoegh Capital Partners, Inc.
EILEEN A. MERCIER (age 53) has served as a Director of the Company since
December 2000. Ms. Mercier has over 30 years of experience in a wide variety of
financial and strategic planning positions, including Senior Vice President and
Chief Financial Officer for Abitibi-Price Inc. from 1990 to 1995. Since then she
has been President of Finvoy Management Inc., a management consulting firm
specializing in financial strategy, mergers and acquisitions, restructuring, and
corporate governance issues. She also currently serves as a Director for CGI
Group Inc., Quebecor World Inc., Reko International Group Inc., and Winpak Ltd.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES.
INFORMATION ABOUT DIRECTORS CONTINUING IN OFFICE
BRUCE C. BELL (age 53) has served as a Director and as the Corporate
Secretary of the Company since May 2000. He is the Managing Director of Oceanic
Bank and Trust Limited, a private Bahamian bank, a position he has held since
March 1994. Prior to joining Oceanic Bank and Trust, Mr. Bell was engaged in
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the private practice of law in Canada, specializing in corporate/commercial,
banking and international business transactions.
DR. IAN D. BLACKBURNE (age 55) was appointed as a Director of the Company
in September 2000. Dr. Blackburne has over 25 years experience in petroleum
refining and marketing, and in March 2000 he retired as Managing Director and
CEO of Caltex Australia Limited, a large petroleum refining and marketing
conglomerate based in Australia. He is currently serving as a Director of CSR
Limited, Suncorp-Metway Ltd., and of Airservices Australia. In early 2001, Dr.
Blackburne was appointed as Director and Chairman of Australian Plantation
Timber Limited.
C. SEAN DAY (age 51) has been a Director of the Company since September
1998, and has served as the Company's Chairman of the Board since September
1999. He has also been Chairman of the Board of Seagin International LLC since
April 1999 and was President and Chief Executive Officer of Navios Corporation
from 1989 to 1999. Navios Corporation is a large bulk shipping company based in
Stamford, Connecticut. Prior to this, Mr. Day held a number of senior management
positions in the shipping and finance industry. He is currently serving as a
Director of Genesee & Wyoming Inc., Kirby Corporation and Sparkling Springs
Water Group. Mr. Day is also engaged as a consultant to the trust that
constitutes the largest shareholder of the Company.
THOMAS KUO-YUEN HSU (age 54) has served as a Director of the Company since
June 1993. He has served 27 years with, and is presently Executive Director of,
Expedo & Company (London) Ltd., which is part of the Expedo Group of Companies
that manages a fleet of eight vessels, ranging in size from 20,000 dwt to
280,000 dwt. He has been a Committee Director of the Britannia Steam Ship
Insurance Association Limited since 1988.
AXEL KARLSHOEJ (age 60) is President of Nordic Industries, a California
general construction firm with which he has served for the past 26 years. He is
the older brother of the late J. Torben Karlshoej, the founder of the Company.
He has served as a Director of the Company since 1989 and Chairman of the Board
from June 1994 to September 1999, and Chairman Emeritus since stepping down as
Chairman.
BJORN MOLLER (age 43) became a Director and the President and Chief
Executive Officer of the Company in April 1998. Mr. Moller has over 20 years
experience in shipping and has served in senior management positions with the
Company for more than 12 years. He has headed the Company's overall operations
since January 1997, following his promotion to the position of Chief Operating
Officer. Prior to this, Mr. Moller headed the Company's global chartering
operations and business development activities.
COMPENSATION OF DIRECTORS
During the twelve months ended December 31, 2000, the eight non-employee
Directors of the Company received, in the aggregate, approximately $120,000 for
their services as Directors, plus reimbursement of their out-of-pocket expenses
for the fiscal year during which they are Directors of the Company. During that
same period, the Company granted an aggregate of 70,000 options to non-employee
Directors with an exercise price of $23.563 per share. The options expire March
6, 2010, ten years after the date of grant.
As at December 31, 2000, the non-employee Directors held a total of 470,000
options with exercise prices ranging from $16.875 to $33.50 per share and which
expire between July 19, 2005 and March 6, 2010, ten years after each option's
respective date of grant.
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BOARD OF DIRECTORS' COMMITTEES AND MEETINGS
The Board of Directors has standing Audit, Executive, Governance and
Resource Committees. There is no standing nominating committee.
The Audit Committee oversees actions taken by the Company's independent
auditors. The Audit Committee consists of non-employee Directors Morris L.
Feder, Leif O. Hoegh, and Eileen A. Mercier.
The Executive Committee is responsible for items which have been broadly
approved by the Board, and which are beyond the approval levels of the Chairman
and CEO. The Executive Committee consists of CEO and Director, Bjorn Moller,
together with non-employee Directors C. Sean Day, Morris L. Feder, and Axel
Karlshoej.
The Governance Committee is responsible for making recommendations to the
Board on corporate governance issues. The Governance Committee consists of
non-employee Directors Bruce C. Bell, C. Sean Day, and Eileen A. Mercier,
together with the CEO and Director of the Company, Bjorn Moller.
The Resource Committee reviews the compensation of the Company's executive
officers and makes recommendations to the Board of Directors regarding
compensation. The Resource Committee consists of non-employee Directors Dr. Ian
D. Blackburne, Axel Karlshoej, and Thomas Kuo-Yuen Hsu.
The Board of Directors meets at least once per quarter.
EXECUTIVE OFFICERS
NAME AGE POSITION
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Moller, Bjorn*....................... 43 Director, President and Chief Executive Officer
Antturi, Peter S..................... 42 VP, Treasurer and Chief Financial Officer
Glendinning, David................... 47 SVP, Customer Service & Marine Project Development
Meldgaard, Mads T.................... 36 VP, Chartering
Westgarth, Graham.................... 46 SVP, Marine Operations
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* For information regarding Mr. Moller, see "-- Information About Directors
Continuing in Office" above.
PETER S. ANTTURI joined the Company in September 1991 as Manager,
Accounting and was promoted to the position of Controller in March 1992, and to
his current position of Vice President, Treasurer and Chief Financial Officer in
October 1997. Prior to joining the Company, Mr. Antturi held various accounting
and finance roles in the shipping industry since 1985.
CAPTAIN DAVID GLENDINNING joined the Chartering Department of the Company's
London office in January 1987. Since then, he has worked in a number of senior
positions within the organization, including Vice President, Commercial
Operations and Vice President, Marine and Commercial Operations. Since February
1999 he has served as Senior Vice President, Customer Service and Marine Project
Development. Captain Glendinning has 18 years' sea service on oil tankers of
various types and sizes and is a Master Mariner with British Class 1 Foreign
Going Certificate of Competency.
MADS T. MELDGAARD joined the Company's Chartering Department in January
1986 and served in the European and Singapore offices until December 1991, when
he was appointed Chartering Manager in the Vancouver office. In January 1994, he
was promoted to the position of General Manager, Chartering, and
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then to Managing Director (Singapore) in September 1995. In July 1998, Mr.
Meldgaard became Vice President, Chartering based in Vancouver.
CAPTAIN GRAHAM WESTGARTH joined the Company in February 1999 as Vice
President, Marine Operations and was promoted to the position of Senior Vice
President, Marine Operations in December 1999. Captain Westgarth has 28 years of
shipping industry experience. Eighteen of those years were spent at sea,
including five years in a command position. He joined the Company from Maersk
Company (UK), where he joined as Master in 1987 before being promoted to General
Manager in 1994.
EXECUTIVE COMPENSATION
The aggregate compensation paid to the five executive officers listed above
(the "Executive Officers") was $2,324,667 for the twelve months ended December
31, 2000, a portion of which was attributable to payments made pursuant to bonus
plans of the Company, which consider both Company and individual performance for
a given period. For the twelve months ended December 31, 2000, the Company also
contributed an aggregate amount of $209,198 to provide pension and similar
benefits for the Executive Officers.
SUMMARY COMPENSATION TABLE. The following table sets forth certain
information regarding the compensation paid in the aggregate to the Executive
Officers during each of the last three fiscal periods:
SUMMARY COMPENSATION TABLE
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ANNUAL COMPENSATION
-------------------------------------------------- LONG-TERM COMPENSATION AWARDS
OTHER ANNUAL SECURITIES UNDERLYING OPTIONS
FISCAL YEAR SALARY BONUS COMPENSATION(1) (#)
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2000 $1,575,624 $749,043 $209,198 119,500
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1999(2) $788,808 $111,525 $44,556 377,075
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1999(3) $944,044 $645,021 $132,499 112,000
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(1) Consists primarily of payments to provide pension and similar benefits for
the Executive Officers.
(2) Nine months ended December 31, 1999; the Company changed its fiscal year end
from March 31 to December 31, effective December 31, 1999.
(3) Twelve months ended March 31, 1999.
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STOCK OPTIONS GRANTED FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000. The
following table sets forth certain information with respect to grants of options
to purchase Common Stock of the Company made to the Executive Officers as a
group during the twelve months ended December 31, 2000:
OPTION GRANTS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2000
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AGGREGATE GRANTS POTENTIAL REALIZABLE VALUE
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% OF TOTAL OPTIONS ANNUAL RATES
GRANTED TO OF STOCK APPRECIATION
NUMBER OF SECURITIES EMPLOYEES FOR THE FOR OPTION TERM(1)
UNDERLYING OPTIONS TWELVE MONTHS ENDED EXERCISE PRICE -----------------------------
GRANTED DECEMBER 31, 2000 ($/SH) EXPIRATION DATE 5% 10%
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119,500 13.4% $23.563 3/6/10 $1,770,828 $4,487,626
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(1) This column shows the hypothetical gains or option spreads of the options
granted based on assumed annual compound stock appreciation rates of 5% and
10% over the full ten-year term of the options. The assumed rates of
appreciation are for informational purposes only and do not represent the
Company's estimate or projection of future Common Stock prices.
AGGREGATE OPTION EXERCISES AND YEAR-END OPTION VALUES. The Executive
Officers exercised an aggregate of 131,125 options during the twelve months
ended December 31, 2000. The following table sets forth certain information
regarding the 2000 year-end value of all options then held by the Executive
Officers as a group.
2000 YEAR-END OPTION VALUES
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NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS VALUE OF UNEXERCISED IN-THE-MONEY OPTIONS
AT DECEMBER 31, 2000(1) AT DECEMBER 31, 2000(2)
(EXCERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)
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312,250/311,625 $4,913,484/$5,730,898
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(1) The exercisable and unexercisable options have exercise prices ranging from
$16.875 to $33.50 per share.
(2) Calculated based on the difference between the option exercise prices and
the market price of the Company's Common Stock of $38.00 on December 29,
2000.
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PERFORMANCE GRAPH
The following graph compares the cumulative total return to holders of the
Company's Common Stock with the cumulative total return of the S&P 500 Index and
the Dow Jones Marine Transportation Index for the period beginning July 19,
1995, the day of pricing the Company's initial public offering, and ending
December 31, 2000. The comparison assumes that $100 was invested in the
Company's Common Stock and in each of the foregoing indices, with all dividends
reinvested. Past performance is not necessarily an indicator of future results.
[Graph]
TEEKAY SHIPPING DOW JONES MARINE
S&P 500 INDEX CORPORATION TRANSPORTATION INDEX
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July 19, 1995 $100.00 $100.00 $100.00
March 31, 1996 $117.15 $123.60 $115.21
March 31, 1997 $137.41 $140.05 $130.36
March 31, 1998 $199.96 $155.87 $140.33
March 31, 1999 $233.47 $ 86.18 $ 88.67
December 31, 1999 $266.66 $ 87.77 $121.97
December 31, 2000 $239.62 $213.14 $147.75
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SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership, as of March 1, 2001, of the Common Stock by (i) each person known by
the Company to beneficially own more than 5% of the Common Stock and (ii)
Directors and the Executive Officers as a group. Information for certain holders
is based on their latest filings with the Securities Exchange Commission or
information delivered to the Company.
IDENTITY OF PERSON OR GROUP SHARES OWNED PERCENT OF CLASS
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Cirrus Trust and JTK Trust(1)............................... 17,315,690 44.16%
Fidelity Management and Research............................ 3,778,740 9.64%
Neuberger Berman LLC........................................ 3,351,250 8.55%
All Directors and Executive Officers as a group (13
persons)(2)............................................... 631,275 1.58%
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(1) Cirrus Trust and JTK Trust are under common supervision and own 14,427,397
shares (or 36.79%) of Common Stock and 2,888,293 shares (or 7.37%) of Common
Stock, respectively.
(2) Includes 604,625 shares of Common Stock subject to stock options exercisable
within 60 days after March 1, 2001. Excludes (a) 434,250 shares subject to
stock options first exercisable more than 60 days after March 1, 2001, (b)
approximately 1,548,408 shares of Common Stock held by Leif Hoegh & Co. ASA,
an entity controlled by Leif O. Hoegh, a Director of the Company, and an
additional 239,212 shares beneficially owned by Mr. Hoegh and (c) shares
owned by Cirrus Trust and JTK Trust, which are under the common supervision
of Axel Karlshoej and Thomas Hsu, Directors of the Company, set forth
("Certain Transactions With Related Parties") below.
CERTAIN TRANSACTIONS WITH RELATED PARTIES
Approximately 44.16% of the issued and outstanding shares of Common Stock
is owned by Cirrus Trust and JTK Trust, which are under the common supervision
of Axel Karlshoej and Thomas Hsu, Directors of the Company, Shigeru Matsui,
President of Matsui & Company, a Tokyo-based ship brokerage firm, and Arthur F.
Coady, Chairman of Oceanic Bank and Trust, an affiliate of Cirrus Trust and JTK
Trust. Bruce C. Bell, a Director and the Corporate Secretary of the Company, is
the Managing Director of Oceanic Bank and Trust.
In April 1993, the Company acquired all of the issued and outstanding
shares of common stock of Palm Shipping Inc. (now known as Teekay Chartering
Ltd.) from an affiliate of the Company for a nominal purchase price, plus an
amount to be paid at a later date (up to a maximum of $5.0 million plus accrued
interest), contingent upon certain future events.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT
PUBLIC ACCOUNTANTS
The Board of Directors requests that the shareholders ratify its selection
of Ernst & Young, Chartered Accountants, to examine the financial statements of
the Company for the fiscal year ending December 31, 2001. Ernst & Young,
Chartered Accountants, examined the financial statements of the Company for the
fiscal year ended December 31, 2000.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
SELECTION OF ERNST & YOUNG, CHARTERED ACCOUNTANTS, AS INDEPENDENT AUDITORS OF
THE COMPANY.
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PROPOSALS OF SHAREHOLDERS
Shareholder proposals intended for inclusion in the proxy materials for the
Company's 2002 Annual Meeting of shareholders must be received by the Company
not later than December 31, 2001. In addition, the Company's Amended and
Restated Bylaws establish an advance notice procedure with regard to certain
matters, including shareholder proposals to be brought before annual meetings of
shareholders and nominations for Directors to be voted on at annual meetings of
shareholders. All notices of proposals and nominations by shareholders that
comply with the advance notice procedures should be sent to the attention of the
Corporate Secretary of the Company at Teekay Shipping Corporation, TK House,
Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59213, Nassau,
The Bahamas.
OTHER BUSINESS
The Board of Directors does not intend to present any business at the
Annual Meeting other than as set forth in the accompanying Notice of Annual
Meeting of Shareholders, and has no present knowledge that any others intend to
present business at the Annual Meeting. If, however, other matters requiring a
vote of the shareholders properly come before the Annual Meeting or any
adjournment or postponement thereof, the persons named in the accompanying form
of proxy will have discretionary authority to vote the proxies held by them in
accordance with their judgment as to such matters.
ANNUAL REPORT
A copy of the Company's 2000 Annual Report to Shareholders for the fiscal
year ended December 31, 2000 accompanies this Proxy Statement.
By Order of the Board of Directors
/s/ Bruce C. Bell
BRUCE C. BELL
Secretary
Nassau, The Bahamas
March 30, 2001
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