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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>/in/edgar/work/20000911/0000891020-00-001649/0000891020-00-001649.txt : 20000922
<SEC-HEADER>0000891020-00-001649.hdr.sgml : 20000922
ACCESSION NUMBER:		0000891020-00-001649
CONFORMED SUBMISSION TYPE:	6-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20000908
FILED AS OF DATE:		20000911

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			TEEKAY SHIPPING CORP
		CENTRAL INDEX KEY:			0000911971
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4412
]		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			C5
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		6-K
			SEC ACT:		
			SEC FILE NUMBER:	001-12874
			FILM NUMBER:		720514
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		EURO CANADIAN CENTRE,4TH FL.POBOX SS6293
				STREET 2:		MARLBOROUGH ST. & NAVY LYON RD
				CITY:			NASSAU BAHAMAS
				STATE:			C5
				ZIP:			00000
				BUSINESS PHONE:		8093228020
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		EURO CANADIAN CENTRE,4TH FL.POBOX SS6293
					STREET 2:		MARLBOROUGH ST. & NAVY LYON RD
					CITY:			NASSAU BAHAMAS
					STATE:			C5
					ZIP:			00000
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	VIKING STAR SHIPPING INC
						DATE OF NAME CHANGE:	19930914
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>6-K
<SEQUENCE>1
<FILENAME>o04874e6-k.txt
<DESCRIPTION>FORM 6-K
<TEXT>

<PAGE>   1

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                    FORM 6-K

                        Report of Foreign Private Issuer

                     Pursuant to Section 13a-16 or 15d-16 of
                       the Securities Exchange Act of 1934

                            ------------------------

                           TEEKAY SHIPPING CORPORATION
               (Exact name of Registrant as specified in charter)

                                     TK House
                              Bayside Executive Park
                           West Bay Street & Blake Road
                        P.O. Box AP-59213, Nassau, Bahamas
                     (Address of principal executive office)

                            ------------------------

         [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]

         [If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-_______]

================================================================================



<PAGE>   2


ITEM 5.  OTHER EVENTS

         RIGHTS PLAN

         On September 8,2000, the Board of Directors of Teekay Shipping
Corporation (the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock (the "Common
Stock") of the Company. The dividend is payable on September 20, 2000 (the
"Record Date") to the shareholders of record on that date. Each Right entitles
the registered holder to purchase from the Company one share of the Company's
Common Stock at a price of $150.00 per share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and The Bank of New York,
as Rights Agent (the "Rights Agent").

         Until the earlier to occur of: (a) 10 days following a public
announcement that (i) a person or group of affiliated or associated persons, who
or which on the date of the Rights Agreement did not beneficially own 15% or
more of the then outstanding Common Stock, has acquired beneficial ownership of
20% or more of the outstanding Common Stock, or (ii) a person or group of
affiliated or associated persons, who or which on the date of the Rights
Agreement did beneficially own 15% or more of the then outstanding Common Stock
(each an "Excepted Person"), has acquired beneficial ownership of an additional
5% or more of the then outstanding Common Stock (each such person or group, an
"Acquiring Person"); or (b) 10 Business Days (or such later date as may be
determined by action of the Board of Directors prior to such time as any person
or group of affiliated persons becomes an Acquiring Person) following the
commencement of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group (other than an Excepted Person) of 20% or more of
the outstanding Common Stock or which would result in the beneficial ownership
by an Excepted Person of an additional 5% or more of the then outstanding Common
Stock (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Stock certificates
outstanding as of the Record Date, by such Common Stock certificates with a copy
of this Summary of Rights attached thereto.

         The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Stock. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Stock certificates issued
after the Record Date



Form 6-K - TEEKAY SHIPPING CORPORATION                                    PAGE 1
<PAGE>   3

upon transfer or new issuance of Common Stock will contain a notation
incorporating the Rights Agreement by reference. Until the Distribution Date (or
earlier redemption or expiration of the Rights), the surrender for transfer of
any certificates for Common Stock outstanding as of the Record Date, even
without such notation or a copy of this Summary of Rights being attached
thereto, will also constitute the transfer of the Rights associated with the
shares of Common Stock represented by such certificate. As soon as practicable
following the Distribution Date (unless the effect of such Distribution Date is
waived by the Board of Directors), separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.

         The Rights are not exercisable until the Distribution Date (unless the
effect of such Distribution Date is waived by the Board of Directors). The
Rights will expire on September 19, 2010 (the "Final Expiration Date"), unless
the Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of shares of Common Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the shares of
Common Stock, (ii) upon the grant to holders of the shares of Common Stock of
certain rights or warrants to subscribe for or purchase shares of Common Stock
at a price, or securities convertible into shares of Common Stock with a
conversion price, less than 90% of the then-current market price of the Common
Stock or (iii) upon the distribution to holders of the shares of Common Stock of
evidences of indebtedness or assets (excluding regular periodic cash dividends
paid out of earnings or retained earnings or dividends payable in Common Stock)
or of subscription rights or warrants (other than those referred to above).

         The number of outstanding Rights and the number of shares of Common
Stock issuable upon exercise of each Right are also subject to adjustment in the
event of a stock split of the Common Stock or a stock dividend on the Common
Stock payable in Common Stock or subdivisions, consolidations or combinations of
the Common Stock occurring, in any such case, prior to the Distribution Date.

         If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person (a "Flip-Over Event"),
proper provision will be made so that each holder of a Right will thereafter
have the right to



Form 6-K - TEEKAY SHIPPING CORPORATION                                    PAGE 2
<PAGE>   4

receive, upon the exercise thereof at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company (or
certain affiliates thereof) which at the time of such transaction will have a
market value of twice the exercise price of the Right. If any person or group of
affiliated or associated persons becomes an Acquiring Person, proper provision
shall be made so that each holder of a Right, other than Rights beneficially
owned by the Acquiring Person, any affiliated or associated person or any
transferee thereof (which will thereafter be void), will thereafter have the
right to receive upon exercise that number of shares of Common Stock having a
market value of twice the exercise price of the Right.

         With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional shares of Common Stock will be issued and in
lieu thereof, either depositary receipts will be issued or an adjustment in cash
will be made based on the market price of the Common Stock on the last trading
day prior to the date of exercise.

         At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group or
transferees thereof which will have become void), in whole or in part, at an
exchange ratio of one share of Common Stock per Right (subject to adjustment).

         At any time prior to the earlier to occur of the Distribution Date or
the Final Expiration Date, the Board of Directors of the Company may redeem the
Rights in whole, but not in part, at a price of $.0001 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.

         At any time prior to the earliest to occur of the Distribution Date, a
Flip-Over Event or the Final Expiration Date, the Board of Directors may waive
the occurrence of a Distribution Date and the application of the provisions of
the Rights Agreement with respect to the Distribution Date or Flip-Over Event.

         The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, except that from and
after such time as any person or group of affiliated or associated persons
becomes an



Form 6-K - TEEKAY SHIPPING CORPORATION                                    PAGE 3
<PAGE>   5

Acquiring Person no such amendment may adversely affect the interests of the
holders of the Rights.

         Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.



Form 6-K - TEEKAY SHIPPING CORPORATION                                    PAGE 4
<PAGE>   6

<TABLE>
<CAPTION>
Exhibits
- --------
<S>      <C>
1.1      Rights Agreement, dated as of September 8, 2000, between Teekay
         Shipping Corporation and The Bank of New York (incorporated herein by
         reference to Exhibit 1 to the Company's Registration Statement on Form
         8-A, filed with the Securities and Exchange Commission on or about
         September 11, 2000).

99.1     Press release issued September 8, 2000.
</TABLE>











                THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO
                THE REGISTRATION STATEMENT OF THE COMPANY ON FORM F-3 FILED WITH
                THE SEC ON OCTOBER 4, 1995.



Form 6-K - TEEKAY SHIPPING CORPORATION                                    PAGE 5
<PAGE>   7

                                    SIGNATURE

         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 hereunto duly authorized.

                                            TEEKAY SHIPPING CORPORATION



Dated:  September 8, 2000                   By /s/Peter S. Antturi
                                               ---------------------------------
                                               Peter S. Antturi,
                                               Vice President and
                                               Chief Financial Officer



Form 6-K - TEEKAY SHIPPING CORPORATION                                    PAGE 6
<PAGE>   8

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number           Description                                                            Page
- --------------           -----------                                                            ----
<S>                      <C>                                                                    <C>
      1.1                Rights Agreement, dated as of September 8, 2000,
                         between Teekay Shipping Corporation and The Bank of New
                         York (incorporated herein by reference to Exhibit 1 to
                         the Company's Registration Statement on Form 8-A, filed
                         with the Securities and Exchange Commission on or about
                         September 11, 2000).

     99.1                Press release issued September 8, 2000.
</TABLE>



Form 6-K - TEEKAY SHIPPING CORPORATION                                   PAGE 7
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>o04874ex99-1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>   1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE

                                    DIVIDEND
                                 DISTRIBUTION OF
                                 SHARE PURCHASE
                                     RIGHTS


NASSAU, THE BAHAMAS, September 8, 2000 - Teekay Shipping Corporation announced
the adoption of a shareholder rights agreement which is designed to protect
shareholders from coercive takeover tactics. In making its announcement, the
Company said it is not aware of any effort to gain control of the Company. Under
the rights agreement, each shareholder of record as of September 20, 2000, will
receive a dividend of one purchase right for each share of the Company's
outstanding common stock.

Bjorn Moller, the Company's President and Chief Executive Officer, stated: "The
rights are designed to ensure that Teekay's shareholders receive fair and equal
treatment in the event of any attempted takeover of Teekay and to guard against
partial tender offers, squeeze-outs, open market accumulations and other abusive
tactics to gain control of Teekay without all shareholders receiving a pro rata
portion of the control premium." The rights are similar to those adopted by many
public companies. The rights will be exercisable if a person or group, who or
which currently does not beneficially own 15% or more of Teekay's common stock,
acquires 20% or more of the common stock (or any person or group, who or which
currently beneficially owns 15% or more of Teekay's common stock, acquires an
additional 5% or more of the common stock) or if a person or group announces a
tender offer that would result in ownership by a person or group, who currently
does not beneficially own 15% or more of Teekay's common stock, of 20% or more
of the common stock (or by a current 15% or more shareholder or group of an
additional 5% or more of the common stock).


Form 6-K - TEEKAY SHIPPING CORPORATION                                    PAGE 1
<PAGE>   2
Details of the rights are outlined in the Company's filings with the Securities
and Exchange Commission and in a letter and summary of rights that will be
mailed to shareholders shortly after the September 20, 2000 record date.

The rights agreement is intended to enable all Teekay's shareholders to realize
the long-term value of their investment in the Company. It will not prevent a
takeover, but should encourage anyone seeking to acquire the Company to
negotiate with the Board prior to attempting a takeover.

Teekay Shipping Corporation is a leading provider of international crude oil and
petroleum product transportation services through the world's largest fleet of
medium-sized oil tankers. The Company's modern fleet has earned a reputation for
safety and excellence in providing transportation services to major oil
companies, oil traders and government agencies worldwide.

Teekay's common stock is listed on the New York Stock Exchange where it trades
under the symbol "TK".


                        For further information contact:
                                  James Fraser
                             Tel: +1 (604) 844-6616
                             Fax: +1 (604) 844-6600
                         Email: james.fraser@teekay.com
                            Website: www.teekay.com





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
