Edgar Filing: NORDIC AMERICAN TANKERS Ltd

d1321827_6-k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2012

Commission File Number: 001-13944

NORDIC AMERICAN TANKERS LIMITED

(Translation of registrant's name into English)

LOM Building, 27 Reid Street, Hamilton, HM 11, Bermuda

(Address of principal executive office)

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.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached as Exhibit 1 is a press release of Nordic American Tankers Limited (the "Company"), dated September 18, 2012, announcing that the Company will acquire the remaining interest in Orion Tanker Pool Ltd.

This report on Form 6-K, except for the section entitled "NAT Chairman & CEO, Herbjorn Hansson, commented," is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-183643) that was filed with the U.S. Securities and Exchange Commission with an effective date of August 30, 2012.

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.

NORDIC AMERICAN TANKERS LIMITED

(registrant)

Dated: September 24, 2012	By:	/s/ Herbjørn Hansson
		Herbjørn Hansson
		Chairman, Chief Executive Officer and President

Exhibit 1

Nordic American Tankers Ltd. to Acquire the Remaining Interest in Orion Tanker Pool Ltd.

Hamilton, Bermuda, September 18, 2012.

Nordic American Tankers Ltd (NYSE: NAT) (the "Company" or "NAT") today announced that it will be acquiring the remaining interest in Orion Tanker Pool ("Orion").

NAT and Frontline Ltd. established Orion in the autumn of 2011. Since then, Orion has managed the chartering operations of the 20 NAT vessels and the nine Frontline suezmax vessels. Orion has arranged charters to high quality end users, such as oil majors and major trading houses. Recently, Orion has entered into an agreement with a subsidiary of ExxonMobil that has served as a milestone in this respect—an agreement that NAT expects to remain in place following NAT's acquisition of 100 percent of Orion.

Frontline has advised NAT that it wishes to be more flexible in the operation of its vessels. Therefore, it has been agreed that Frontline's nine suezmax vessels will leave Orion later this year. Effective January 1, 2013, NAT will acquire Frontline's 50 percent shareholding in Orion at its nominal book value, and Orion will become a 100 percent subsidiary of NAT. Orion will continue to arrange charters of NAT's fleet as in the past, enabling NAT to focus on even deeper market penetration.

NAT Chairman & CEO, Herbjorn Hansson, commented: "I met John Fredriksen (the principal shareholder of Frontline) more than 30 years ago and count him as a personal friend. We have a wonderful relationship and expect to do business with companies in the Fredriksen Group in the future - as we have done in the past. We will acquire Frontline's 50 percent interest in Orion as mutually respected partners."

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements 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 Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intend," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements.

The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe 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, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

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 fluctuations in charter rates and vessel values, changes in demand in the tanker market, as a result of changes in OPEC's petroleum production levels and world wide oil consumption and storage, changes in our operating expenses, including bunker prices, drydocking and insurance costs, the market for our vessels, availability of financing and refinancing, changes in governmental rules and regulations or actions taken by regulatory authorities, potential liability from pending or future litigation, general domestic and international political conditions, potential disruption of shipping routes due to accidents or political events, vessels breakdowns and instances of off-hire, failure on the part of a seller to complete a sale to us and other important factors described from time to time in the reports filed by the Company with the Securities and Exchange Commission, including the prospectus and related prospectus supplement, our Annual Report on Form 20-F, and our Reports on Form 6-K.

Contacts:

Scandic American Shipping Ltd

Manager for: