d919138_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 October 2008
Commission
File Number: 001-32458
DIANA
SHIPPING INC.
(Translation
of registrant’s name into English)
Pendelis
16, 175 64 Palaio Faliro, Athens, Greece
(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): ___
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: ___
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
Attached
to this Report on Form 6-K as Exhibit 1 is the Notice of Appointment of
Successor Rights Agent, dated October 7, 2008, addressed to the stockholders of
Diana Shipping Inc.
Exhibit
1
[Diana
Shipping Inc. Letterhead]
October
7, 2008
To Our
Stockholders:
We, the
board of directors of Diana Shipping Inc. (the “Company”), have recently amended
our Stockholders Rights Agreement (the “Rights Plan”). Under the
amended Rights Plan, we have amended certain terms and changed our Rights Agent
from Computershare Trust Company to Mellon Investor Services. We have
determined that this is in the best interest of the Company as Mellon Investor
Services is related to our current transfer agent, BNY Mellon Shareowner
Services.
At the
time that we adopted our original Stockholders Rights Agreement in February
2005, we declared a dividend distribution of Preferred Stock Purchase Rights
(the “Rights”). This letter describes the Rights, and the current
amended version of the Rights Plan. The accompanying Summary
describes the terms of these Rights.
The
Rights are designed to protect the value of your interest in the
Company. We believe that the Rights Plan, while not intending to
prevent a takeover, will provide protection to you, our stockholders, from the
abusive and coercive tactics that often occur in takeover attempts.
The
Rights contain provisions to protect stockholders in the event of an unsolicited
takeover attempt through such methods as a gradual accumulation of shares in
excess of 15% of the outstanding stock followed by a two-tier tender offer or
other tactics that do not treat all stockholders equally. These
tactics may unfairly pressure stockholders, deprive them of the full value of
their shares, or squeeze them out of their investment without giving them any
real choice. More than 1,600 other companies have established rights
plans to protect stockholders, and we continue to consider our Rights Plan to be
the best available means of protecting the value of your investment, while not
preventing a fair acquisition offer for the Company.
The
amendment to our Rights Plan and the appointment of BNY Mellon as our new Rights
Agent will have no impact on the way in which you can presently trade the
Company’s shares. As explained in detail in the attached Summary of
Rights, the Rights are not exercisable until ten days after a person or group
announces acquisition of 15% or more of the Company’s outstanding Common Stock
or ten business days after the commencement of a tender offer that would result
in ownership of 15% or more of the outstanding Common Stock (unless the Rights
were redeemed by the Company). The ten day and ten business day
periods referred to above may be extended by the Board at its
discretion.
In
amending our Rights Plan, we have demonstrated our continued confidence in the
Company’s future and our determination that you, our stockholders, be given
every opportunity to participate fully in that future.
On behalf
of the Board of Directors of Diana Shipping Inc.
SUMMARY
OF RIGHTS
|
|
Distribution
and Transfer of Rights;
Distribution
Date:
|
The
rights will separate from the common stock and become exercisable after
(1) the 10th day after public announcement that a person or group has
acquired ownership of 15% or more of the company's common stock or (2) the
10th business day (or such later date as determined by the company’s board
of directors) after a person or group announces a tender or exchange offer
which would result in that person or group holding 15% or more of the
company's common stock.
|
Preferred
Stock Purchaseable Upon Exercise of Rights:
|
On
the Distribution Date, each holder of a right will be entitled to purchase
for U.S. $100 (the “Exercise Price”) a fraction (1/1000th) of one share of
the company’s preferred stock which has similar economic terms as one
share of common stock.
|
Flip-in:
|
If
an acquiring person (an “Acquiring Person”) acquires more than 15% of the
company's common stock then each holder of a right (except that acquiring
person) will be entitled to buy at the Exercise Price, a number of shares
of the company's common stock which has a market value of twice the
Exercise Price.
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Flip-over:
|
If
after an Acquiring Person acquires more than 15% of the company's common
stock, the company merges into another company (either as the surviving
corporation or as the disappearing entity) or the company sells more than
50% of its assets or earning power, then each holder of a right (except
for those owned by the acquirer) will be entitled to purchase at the
Exercise Price, a number of shares of common stock of the surviving entity
which has a then current market value of twice the Exercise
Price.
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Exchange
Provision:
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Any
time after the date an Acquiring Person obtains more than 15% of the
company's common stock and before that Acquiring Person acquires more than
50% of the company's outstanding common stock, the company may exchange
each right owned by all other rights holders, in whole or in part, for one
share of the company's common stock.
|
Redemption
of Rights:
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The
company can redeem the rights at any time prior to a public announcement
that a person has acquired ownership of 15% or more of the company's
common stock.
|
Expiration
of Rights:
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The
rights expire on the earliest of (1) February 21, 2015 or (2) the exchange
or redemption of the rights as described above.
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Amendment
of Terms of Rights:
|
The
terms of the rights and the Stockholders Rights Plan may be amended
without the consent of the rights holders at any time on or prior to the
Distribution Date. After the Distribution Date, the terms of
the rights and the Stockholders rights Plan may be amended to make
changes, which do not adversely affect the rights of the rights holders
(other than the Acquiring Person).
|
Voting
Rights:
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The
rights will not have any voting rights.
|
Anti-dilution
Provisions:
|
The
rights will have the benefit of certain customary anti-dilution
protections
|
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.
DIANA
SHIPPING INC.
(registrant)
Dated: October
7, 2008
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By:
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/s/ Anastassis
Margaronis
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|
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Anastassis
Margaronis
President
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SK 23159 0002 919138
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