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 2006
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): ___
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):
82-______________.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this Report on Form 6-K as Exhibit 1 is a press release issued
today, September 22, by Diana Shipping Inc. (the "Company") announcing the
establishment of a target level of semi-permanent debt and describing its effect
on the Company's dividend policy.
This Report on Form 6-K is incorporated by reference into the Company's
Registration Statement on Form F-3 (File No. 333-133410), as amended.
Exhibit 1
Corporate Contact:
Ioannis Zafirakis
Director and Vice-President
Telephone: + 30-210-9470100
izafirakis@dianashippinginc.com
For Immediate Release
---------------------
Investor and Media Relations:
Edward Nebb
Euro RSCG Magnet
Telephone: + 1-212-367-6848
ed.nebb@eurorscg.com
DIANA SHIPPING INC. ESTABLISHES TARGET LEVEL OF SEMI-
PERMANENT DEBT AND DESCRIBES EFFECT ON DIVIDEND POLICY
ATHENS, Greece, September 22, 2006 - Diana Shipping Inc. (NYSE: DSX) today
announced that the Company's Board of Directors has determined that it is in the
best interest of its shareholders to target a capital structure incorporating
$150 million of semi-permanent debt to support the Company's long-term growth
plans. Accordingly, beginning with the dividend in respect of the third quarter
of 2006, dividends per share will be calculated as if only debt in excess of
$150 million was refinanced with equity issued at market value on the date such
dividend was declared. Management expects this change to have a positive effect
on the dividend per share in respect of the third quarter and a more significant
positive impact beginning with the dividend in respect of the fourth quarter of
2006.
Management currently anticipates that the Company will accumulate and maintain
approximately $150 million of semi-permanent debt by December 2006 as a result
of the $39.6 million of debt currently outstanding, the financing of the
recently announced acquisition of a capesize vessel for $91.0 million, and
additional debt incurred to finance future growth.
The semi-permanent debt will be incurred initially under the Company's credit
line, which provides for no principal amortization until May 2012. The Company
expects that any refinancing of this debt would be funded with debt similarly
requiring no principal amortization until maturity. The Company expects to
refinance debt, if any, incurred in excess of the $150 million semi-permanent
amount by way of issuances of equity from time to time when the Company deems it
advantageous to do so.
The adjustment in the Company's dividend policy as a result of its incurrence of
the semi-permanent debt is expected to (i) increase the amount of available cash
from operations for purposes of calculation of dividends by the amount of
interest expense incurred on the amount of debt exceeding the $150 million, and
(ii) increase the number of shares outstanding in the dividend per share
calculation to reflect the additional shares that would have to be issued to
generate net proceeds sufficient to repay the amount of debt exceeding the $150
million on the date of declaration. Depending on the circumstances, the Company
may be required to use sources other than available cash from operations to fund
such dividends.
Debt incurred to finance vessels under construction will not be considered in
determining the $150 million semi-permanent debt amount for purposes of
calculating dividends per share, as interest on such debt is capitalized in the
cost of the vessels, and it is not anticipated that such debt will be refinanced
with equity before such vessels are delivered from the builder.
During the construction period of the vessels currently on order for the
Company, total debt, including debt to finance such vessels, is likely to exceed
$150 million. Since the construction debt will not be taken into account in
determining the level of the Company's semi-permanent debt, dividends per share
will be calculated without subtracting interest on such vessel construction
related debt from cash flow from operations and without assuming the issuance of
any equity to refinance such debt.
About the Company
Diana Shipping Inc. is a global provider of shipping transportation services.
The Company specializes in transporting dry bulk cargoes, including such
commodities as iron ore, coal, grain and other materials along worldwide
shipping routes. Diana Shipping Inc. priced its initial public offering of
common stock on March 17, 2005.
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," "except," "anticipate," "intends," "estimate," "forecast," "project,"
"plan," "potential," "will," "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.
In addition to these important factors, other 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 for dry bulk shipping capacity, 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-hires and other factors. Please see our filings with the
Securities and Exchange Commission for a more complete discussion of these and
other risks and uncertainties.
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.
DIANA SHIPPING INC.
(registrant)
Dated: September 22, 2006 By: /s/ Anastassis Margaronis
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Anastassis Margaronis
President
SK 23159 0002 705864