SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For
the month of June 2007
Commission
File Number: 000-49650
A/S
STEAMSHIP COMPANY TORM
(Translation
of registrant's name into English)
Tuborg
Havnevej 18
DK-2900
Hellerup
Denmark
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F [ X ] Form 40-F [
]
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): ________.
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form
6-K
if submitted solely to provide an attached annual report to security
holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)7: ________.
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form
6-K
if submitted to furnish a report or other document that the registrant foreign
private issuer must furnish and make public under the laws of the jurisdiction
in which the registrant is incorporated, domiciled or legally organized (the
registrant's "home country"), or under the rules of the home country exchange
on
which the registrant's securities are traded, as long as the report or other
document is not a press release, is not required to be and has not been
distributed to the registrant's security holders, and, if discussing a material
event, has already been the subject of a Form 6-K submission or other Commission
filing on EDGAR.
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): ________.
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Set
forth herein as Exhibit 1 is a
copy of Announcement No. 14 - 2007 issued by A/S STEAMSHIP COMPANY TORM (the
"Company") to The Copenhagen Stock Exchange on June 20,
2007.
EXHIBIT
1
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Incentive
Scheme for Employees
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ANNOUNCEMENT
NO. 14 – 2007
20
June 2007
Incentive
scheme for employees
In
TORM’s Annual Report 2006, the Company announced that it would establish an
Incentive Scheme for its employees. The Board of Directors has
approved the full programme, whose content includes the following
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·
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All
land based employees and officers employed on permanent contracts
(apart
from trainees, apprentices and cadets) that are directly employed
by A/S
Dampskibsselskabet TORM, in total approximately 365 employees, are
included in the programme. The Board of Directors are not
included in the programme.
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·
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The
programme covers the financial years of 2007, 2008 and
2009.
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·
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The
programme consists of both bonuses and share
options.
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·
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The
bonus will be awarded based on TORM achieving a calculated ROIC (Return
on
Invested Capital) in each financial year compared to each year’s budgeted
ROIC.
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·
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75%
of the achieved bonus will be paid in cash and 25% in shares, which
the
employee will own provided that that they are still employed by the
Company after a period of 2 years.
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·
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The
individual employee’s share of the bonus will be based partly on the
individual’s salary and partly on the evaluation of the individual’s
performance. The employee will receive their bonus after the
publication of TORM’s Annual Report.
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·
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If
TORM achieves its expected ROIC for the financial year for 2007,
a total
bonus amount of USD 9.5 million will be available, which is similar
to the
total amount paid in bonuses for the financial year of 2006. If
the ROIC is higher or lower, then the amount available for bonuses
will be
adjusted accordingly.
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·
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The
maximum number of share options under the allotment in the financial
year
2007 is 1,029,300, which each gives the employee the right to acquire
one
TORM share of a nominal value of DKK 5. It is presumed that an equivalent
total of share options will be issued in 2008 and
2009.
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·
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The
share options consist of 2
elements:
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50%
of the share options are granted with a fixed exercise price. For the
share options granted in 2007, the price is DKK 179 per share, (based on the
market price when the Annual Report for 2006 was published on 5 March 2007)
and
for the following years, DKK 190 and DKK 201 respectively.
50%
of the shares options are granted with an exercise price that is determined
ultimately with the publication of TORM’s Annual Report after a 3 year period,
i.e. for the allotment of 2007, in March 2010. The exercise price is determined
by the relative development in TORM’s share price in relation to a defined peer
group*). If the
TORM share price develops relatively better than the peer group, then the
share
options will have a value
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·
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All
share options can be exercised after 3 years from allotment and should
be
at the latest exercised 3 years later. For the 2007 allotment,
share options can be exercised after the publication of the Annual
Report
for 2009, in March 2010, and shall be exercised by March 2013 at
the
latest.
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·
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The
share options will be in according to Danish law and conditions include
continued employment in the Company until the share options have
vested.
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·
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The
market value of the share option programme is based on the Black-Scholes
model and calculated at USD 9.4 million for
2007.
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·
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TORM’s
holding of treasury shares is sufficient to cover the programme for
the 3
year period.
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*) The
peer group consists of the following companies: Dampskibselskabet
“NORDEN” A/S, Overseas Shipholding Group, Omega Navigation Enterprises Inc.
(Class A), Frontline Ltd., Teekay Shipping Corporation, Tsakos Energy Navigation
Ltd., General Martime Corporation, Brostrom AB (B-SHS).
Contact N.
E. Nielsen, Chairman, tel.: +45 72 27 00 00, mobile: +45 25 26 33
43.
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About
TORM
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TORM
is one of the World's leading carriers of refined oil products and
has
significant activi-ties in the bulk market. The Company operates
more than
to 100 modern and secure ves-sels, most of them in pool co-operation
with
other respected shipping companies, sharing TORM's commitment to
safety,
environmental responsibility and customer
service.
|
TORM
was founded in 1889 and has constantly adapted itself and benefited from the
signifi-cant changes characterizing shipping. The Company conducts business
all
over the World and is headquartered in Copenhagen, Denmark. TORM's shares are
listed in Copenhagen (ticker TORM) as well as on NASDAQ (ticker TRMD). For
more
information, visit www.torm.com.
SAFE
HARBOUR STATEMENT – FORWARD LOOKING STATEMENTS
Matters
discussed in this release may constitute forward-looking statements.
Forward-looking statements reflect our current views with respect to future
events and financial performance and may include statements concerning plans,
objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements, which are other than statements of historical
facts.
The
forward-looking statements in this release are based upon various assumptions,
many of which are based, in turn, upon further assumptions, including without
limitation, management’s examination of historical operating trends, data
contained in our records and other data available from third parties. Although
TORM believes that these assumptions were reasonable when made, because these
assumptions are inherently subject to significant uncertainties and
contingencies which are difficult or impossible to predict and are beyond our
control, TORM cannot assure you that it will achieve or accomplish these
expectations, beliefs or projections.
Important
factors that, in our view, could cause actual results to differ materially
from
those discussed in the forward-looking statements include the strength of world
economies and currencies, changes in charter hire rates and vessel values,
changes in demand for “tonne miles” of crude oil carried by oil tankers, the
effect of changes in OPEC’s petroleum production levels and worldwide oil
consumption and storage, changes in demand that may affect attitudes
of time charterers to scheduled and unscheduled dry-docking, changes in TORM’s
operating expenses, including bunker prices, dry-docking and insurance costs,
changes in governmental rules and regulations including requirements for double
hull tankers or actions taken by regulatory authorities, potential liability
from pending or future
litigation, domestic and international political conditions, potential
disruption of shipping routes due to accidents and political events or acts
by
terrorists.
Risks
and uncertainties are further described in reports filed by TORM with the US
Securities and Exchange Commission, including the TORM Annual Report on Form
20-F and its reports on Form 6-K.
Attachment:
Calculation in accordance with Black-Scholes
The
market value of the share programme is calculated on the basis of the
Black-Scholes model. The key assumptions for the calculation of the market
value
are:
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·
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The
exercise price is adjusted for Torm
dividends
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·
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The
volatility on the Torm share was estimated at 34% and for the Peer
Group
at 26 %
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·
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The
risk free interest rate based upon expiry of the options was
3.85%
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The
quoted share price as of 5 March 2007 was DKK 179 per
share.
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The
options are in average held for a period of 4½
year
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The
correlation rate between Peer Group and TORM is
92.5%
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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 authorized.
A/S
STEAMSHIP COMPANY TORM
(registrant)
Dated:
June 20, 2007
By:
/s/ Klaus
Kjærulff
Klaus
Kjærulff
Chief
Executive Officer
SK
03810 0001
785273