FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of March 2006
TOP TANKERS INC.
(Translation of registrant's name into English)
109-111 Messogion Avenue
Politia Centre
Athens 115 26 GR
(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]
Item 1. INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached as Exhibit 1 is a copy of the press release issued by TOP Tankers
Inc.: "TOP TANKERS ANNOUNCES SALE AND LEASEBACK OF THIRTEEN VESSELS AND
DISTRIBUTION OF $7.50 PER SHARE SPECIAL DIVIDEND" dated March 13, 2006.
[GRAPHIC OMITTED]
NEWS RELEASE for March 13, 2006 at 7:30 am EST
Contact: Michael Mason (investors) Stamatis Tsantanis, CFO
Allen & Caron Inc TOP Tankers Inc
212 691 8087 011 30 210 697 8199
michaelm@allencaron.com snt@toptankers.com
TOP TANKERS ANNOUNCES SALE AND LEASEBACK OF THIRTEEN
VESSELS AND DISTRIBUTION OF $7.50 PER SHARE SPECIAL DIVIDEND
ATHENS, GREECE (March 13, 2006) ... TOP Tankers Inc (Nasdaq NM:TOPT)
announced today the sale of thirteen vessels and the immediate leaseback to the
Company for a period of five to seven years. The lease is a bareboat charter,
with TOP Tankers continuing to operate and commercially manage the vessels. The
table below described the vessels involved and the length of the relevant
leases:
Vessel Name Dwt Type Built Period
----------- --- ---- ----- ------
1 Timeless 154,970 Suezmax 1991 5 years
2 Flawless 154,970 Suezmax 1991 5 years
3 Priceless 154,970 Suezmax 1991 5 years
4 Stopless 154,970 Suezmax 1991 5 years
5 Faultless 154,970 Suezmax 1992 7 years
6 Noiseless 149,554 Suezmax 1992 7 years
7 Stainless 149,599 Suezmax 1992 7 years
8 Limitless 136,055 Suezmax 1993 7 years
9 Endless 135,915 Suezmax 1992 7 years
10 Spotless 47,094 Handymax 1991 5 years
11 Doubtless 47,076 Handymax 1991 5 years
12 Vanguard 47,084 Handymax 1992 5 years
13 Faithful 45,720 Handymax 1992 5 years
The aggregate sale price of the thirteen vessels is approximately $550
million, and the net cash proceeds from this transaction (after repayment of
corresponding vessel loans and other expenses) are expected to be approximately
$240 million. The Company expects to generate a book gain of approximately $90
million, which will be amortized over the respective lease period. The leases of
the vessels following their sale are expected to qualify as operating leases
under U.S. GAAP.
"Evangelos J. Pistiolis, President and CEO of TOP Tankers Inc., commented:
"Since our IPO in July 2004, we have committed to grow our company and create
significant value for our shareholders. By entering into this transaction, we
capitalize on prevailing high second hand tanker values, while maintaining full
commercial and operational control of all our vessels.
"In addition, by distributing the majority of the net cash generated by
this transaction in the form of a special dividend, we are generating a
substantial return for our shareholders. We intend to continue to pursue similar
transactions, whether involving acquisitions, redeployments of existing assets
or dispositions, that increase shareholder value.
"After completion of the sale, TOP tankers will remain one of the largest
double-hull Suezmax and Handymax operators in the world, with 27 vessels under
management. Nine vessels will be fully owned, with an additional 18 tankers
chartered-in and fully controlled."
Distribution of Special Dividend
The Company has declared a special dividend of $5.00 per share, payable on
March 27, 2006 to shareholders of record as of March 22, 2006. The Company
expects to declare an additional special dividend in the amount of $2.50. The
declaration of that dividend is expected to be announced towards the end of
March 2006.
About TOP Tankers Inc
TOP Tankers Inc is an international provider of worldwide seaborne crude
oil and petroleum products transportation services. The Company operates a fleet
of 27 tankers, consisting of 13 double-hull Suezmax tankers and 14 double-hull
Handymax tankers, with a total carrying capacity of approximately 2.6 million
dwt, of which 88.8% are sister ships. Nineteen of the Company's 27 tankers are
on time charter contracts with an average term of over three years with all but
two of the time charters including profit sharing agreements.
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 TOP Tankers 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, TOP Tankers 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, general market conditions, including
changes in charterhire rates and vessel values, failure of a seller to deliver
one or more vessels, failure of a buyer to accept delivery of a vessel,
inability to procure acquisition financing, changes in demand for oil and
petroleum products, 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, scheduled and unscheduled drydocking, changes in
our voyage and 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 TOP
Tankers with the US Securities and Exchange Commission.
# # # #
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.
TOP TANKERS INC.
(registrant)
Dated: March 13, 2006
By: /s/ Stamatis Tsantanis
--------------------------------
Stamatis Tsantanis
Chief Financial Officer
23116 0001 651639