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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-96268
NORDIC AMERICAN TANKER SHIPPING LIMITED
(Exact name of Registrant as specified in its charter)
BERMUDA
(Jurisdiction of incorporation or organization)
Cedar House
41 Cedar Ave.
P.O. Box HM 1179
Hamilton HM EX, Bermuda
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section
12(b) of the Act: Common Shares, $.01 par value
Securities registered or to be registered pursuant to Section
12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period
covered by the annual report.
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Common Shares, $.01 par value 11,813,850
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark which financial statement item the
Registrant has elected to follow.
Item 17 Item 18 X
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ITEM 1 - DESCRIPTION OF BUSINESS
General
Nordic American Tanker Shipping Limited (the "Company")
was incorporated on June 12, 1995, under the laws of the Islands
of Bermuda ("Bermuda") for the purpose of acquiring, disposing,
owning, leasing, and chartering three double hull Suezmax oil
tankers (the "Vessels") and engaging in activities necessary,
suitable or convenient to accomplish, or in connection with or
incidental to, the foregoing. The principal executive offices of
the Company are located at: Cedar House, 41 Cedar Avenue,
Hamilton HM EX, Bermuda, and its telephone number is
(441) 295-2244. See "Additional Information."
Ownership and Management of the Company Generally
In September 1995, the Company offered and sold to the
public 11,731,613 Warrants at the initial public offering price
of $5.00 per Warrant. The exercise price of a Warrant was
$10.21. Prior to September 30, 1997 (the "Exercise Date"), the
Company did not have any operations other than certain limited
operations related to the acquisition of the Vessels, of which
all three were delivered in the last half of 1997. The Company
now owns three modern double hull 150,000 dead weight tonne
("dwt") Suezmax tankers. The Vessels were built at the shipyards
of Samsung Heavy Industries Co., Ltd. (the "Builder") in Korea.
On the Exercise Date, all of the outstanding Warrants of
the Company were exercised at an exercise price of $10.21 per
Warrant. The Company received a total of $119,779,768.73 by
issuing a total of 11,731,613 new common shares, par value $.01
("Common Shares"). There is a total of 11,813,850 outstanding
Common Shares. Expenses in the total amount of approximately
$337,000 related to the exercise of the Warrants have been
deducted from the proceeds of the exercise.
On October 6, 1997 the Company paid to BP Shipping
Limited (the "Charterer") for payment to the Builder a total of
$119,490,000 for the final payment on the three Vessels.
Pursuant to an agreement (the "Management Agreement")
between the Company and the Manager, Ugland Nordic Shipping ASA
(the "Manager") provides certain management, administrative and
advisory services to the Company.
Vessels owned by the Company
Each Vessel acquired by the Company is a newly built,
approximately 150,000 dwt double hull Suezmax oil tanker. The
purchase price of each Vessel was approximately $56.9 million per
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Vessel (the "Original Contract Price"). The Vessels were
delivered between August and December 1997 and have been designed
according to the specifications set forth in the shipbuilding
contracts between the Builder and the Company (the "Shipbuilding
Contracts"), which specifications were negotiated with the
Builder by the Charterer on behalf of the Company. Pursuant to
the Ship Construction Supervision Agreement between the Charterer
and the Company (the "Supervision Agreement"), the Charterer
supervised the construction of the Vessels on behalf of the
Company. Under the Supervision Agreement, the Charterer bore and
paid any amount by which the actual purchase price for any Vessel
exceeded the Original Contract Price. The Charterer's
obligations under the Supervision Agreement were guaranteed by
The British Petroleum Company p.l.c. ("British Petroleum").
Each Vessel is registered in Bermuda and flies the
British flag.
Chartering Operations Commenced on September 30, 1997
By their terms, each Vessel is chartered to the
Charterer pursuant to separate "hell and high water" bareboat
charters (the "Charters). The initial term of the Charters began
on September 30, 1997 and will end after a period of seven years,
subject to extension at the option of the Charterer for up to
seven successive one-year periods. Under each Charter, the
Charterer is required to provide the Company with at least twelve
months' prior notice of each such extension. Commencing in
October 1997, the Company's policy is to pay dividends to the
holders of the Company's Common Shares, in amounts substantially
equal to the amounts received by it under the Charters, less
expenses.
The daily charterhire rate payable under each Charter is
comprised of two components: (i) a fixed minimum rate of
charterhire of $13,500 per Vessel per day (the "Base Rate"), paid
quarterly in advance, and (ii) additional charterhire (which will
be determined and paid quarterly in arrears and may equal zero)
which would equal the excess, if any, of a weighted average of
the daily time charter rates for two round-trip trade routes
traditionally served by Suezmax tankers (Bonny, Nigeria to/from
the Louisiana Offshore Oil Port, and Hound Point, U.K. to/from
Philadelphia, Pennsylvania (the "Reference Ports")), over the sum
of (A) an agreed amount of $8,500 representing daily operating
costs and (B) the Base Rate ("Additional Hire"). The amount of
Additional Hire, if any, will be determined by the London Tanker
Brokers Panel or another panel of ship brokers mutually
acceptable to the Charterer and the Company (the "Brokers
Panel").
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Pursuant to the terms of the Charters, the Charterer's
obligation to pay charterhire is absolute, regardless whether
there is loss or damage to a Vessel of any kind or whether such
Vessel or any part thereof is rendered unfit for use or is
requisitioned for hire or for title, and regardless of any other
reason whatsoever. The Charterer is also obligated to indemnify
and hold the Company harmless from all liabilities arising from
the operation, design and construction of the Vessels prior to
and during the term of the Charters, including environmental
liabilities, other than liabilities arising out of the gross
negligence or willful misconduct of the Company.
The Charters will end approximately seven years after
the Exercise Date, unless extended as noted above. At least six
months prior to the end of the term (including any extension
thereof) of a Charter, the holders of the Common Shares will be
entitled to vote on a proposal to sell the related Vessel and to
distribute the net proceeds of such sale to the holders of the
Common Shares to the extent permitted under Bermuda law. The
Board of Directors of the Company (the "Board") will make a
recommendation as to that proposal, which recommendation may
favor such sale or an alternative plan, such as the operation,
rechartering or other disposition of the Vessel. The proposal to
sell the Vessel and distribute the resulting net proceeds shall
be adopted if approved by the holders of a majority of the Common
Shares voting at the meeting called for such purpose.
Current Restrictions on Business
The bye-laws of the Company provide that the Company may
not engage in any business activities (until the later of the
expiration or termination of the Charters) other than entering
into, or becoming a party to, and enforcing its rights and
performing its obligations under, (i) the Shipbuilding Contracts
with the Builder for the construction of the Vessels, (ii) the
Charters with the Charterer, and other agreements to charter,
lease, sell or otherwise dispose of a Vessel upon the termination
of a Charter, (iii) the Management Agreement with the Manager,
(iv) certain agreements relating to the underwriting, issuance
and sale and listing of the Warrants and the Common Shares,
(v) U.K. finance lease arrangements involving the Charterer
(which have not been entered into to date), and (vi) certain
other agreements related to the foregoing. The Company may
conduct any business permitted under Bermuda law, on an
unrestricted basis, once all of the Charters are terminated. The
Memorandum of Association and the bye-laws of the Company may be
amended upon the affirmative vote of not less than two-thirds of
the outstanding Common Shares.
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Industry Conditions; Highly Cyclical Nature
The amount of Additional Hire payable under the
Charters, if any, as well as the ability of the Manager to sell
or recharter a Vessel upon expiration or termination of the
related Charter and the amount of any proceeds therefrom, will be
dependent upon, among other things, economic conditions in the
oil tanker industry. The oil tanker industry has been highly
cyclical, experiencing volatility in profitability and vessel
values resulting from changes in the supply of and demand for
crude oil and in tanker capacity. The demand for tankers is
influenced by global and regional economic conditions,
developments in international trade, changes in seaborne and
other transportation patterns, weather patterns, oil production,
armed conflicts, port congestion, canal closures, embargoes and
strikes, among other factors. In addition, the Company
anticipates that the future demand for Suezmax oil tankers, such
as the Vessels, also will be dependent upon continued economic
growth in the United States and Canada, Continental Europe and
the Far East. While many of the countries in each of these
regions have experienced significant economic growth since 1993,
there can be no assurance that this trend will continue. Adverse
economic, political, social or other developments in these
regions could have an adverse effect on the Company's business
and results of operations. In addition, even if demand for crude
oil grows in these areas, demand for Suezmax tankers may not
necessarily grow or even remain constant. Demand for crude oil
is affected by, among other things, general economic conditions,
commodity prices, environmental concerns, taxation, weather and
competition from alternatives to oil. Demand for the seaborne
carriage of oil depends partly on the distance between areas that
produce crude oil and areas that consume it and their demand for
oil. The supply of tanker capacity is a function of the delivery
of new vessels and the number of older vessels scrapped, in
lay-up, converted to other uses, reactivated or lost. Such
supply may be affected by regulation of maritime transportation
practices by governmental and international authorities. Many of
the factors influencing the supply of and demand for vessel
capacity are outside the control of the Company, and the nature,
timing and degree of changes in industry conditions are
unpredictable. Furthermore, the amount of Additional Hire will
be determined quarterly with reference to two round-trip trade
routes between the Reference Ports. Therefore, the demand for
oil in the areas of the United States serviced by such routes
could have a significant effect on whether any Additional Hire
would be payable and, if so, the amount that would be payable.
There can be no assurance that Additional Hire will be payable
for any quarter.
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Fluctuations in Vessel Values
General. The fair market value of oil tankers,
including the Vessels, can be expected to fluctuate, depending
upon general economic and market conditions affecting the tanker
industry and competition from other shipping companies, types and
sizes of vessels, and other modes of transportation. In
addition, as vessels grow older, they may be expected to decline
in value. These factors will affect the value of the Vessels at
the termination of their respective Charters.
Oversupply. Since the mid-1970s, there has been a
substantial worldwide oversupply of crude oil carrying capacity,
including Suezmax oil tankers. With certain exceptions for brief
periods in 1989, 1990, 1991, the third quarter of 1995 and the
third and fourth quarters of 1997, the tanker industry has
generally experienced low charter rates. In addition, the market
for secondhand tankers has generally been weak since the
mid-1970s. Notwithstanding the aging of the world tanker fleet
and the adoption of new environmental regulations which will
result in a phaseout of many single hull tankers, significant
deliveries of new Suezmax tankers would adversely affect market
conditions.
Competition
The tanker industry is highly fragmented, with the
largest tanker owner owning no more than 5% of the world tanker
fleet (by dwt). International seaborne oil and petroleum
products transportation services are mainly provided by two types
of operators: major oil company captive fleets (both private and
state owned) and independent shipowner fleets. Both types of
operators transport oil under short-term contracts (including
single voyage "spot charters") and long-term charters with oil
companies, oil traders, large oil consumers, petroleum product
producers and government agencies. The oil companies own, or
control through long-term time charters, approximately one-third
of the current world tanker capacity, while independent companies
own or control the balance of the fleet. The oil companies use
their fleets not only to transport their own oil, but also to
transport oil for third-party Charterers in direct competition
with independent owners and operators in the tanker charter
market.
Environmental and Other Regulations
The operation of the Vessels is affected by
environmental protection laws and other regulations that are in
effect at the time of such operation. Such laws and regulations
are subject to extensive and material changes. Compliance with
such laws and regulations may entail significant expenses,
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including expenses for ship modifications and changes in
operating procedures. Although all such expenses are payable by
the Charterer during the term of the Charters, such expenses
could have an adverse effect on the Company at any time after the
expiration or termination of a Charter or in the event the
Charterer and British Petroleum (as the guarantor of the
obligations of the Charterer) fail to make any such payment.
Certain proposals in the United States for new regulatory
requirements could create significant additional expenses in such
event. In particular, certain legislation has been proposed that
would, among other things, impose minimum wage requirements on
foreign crews, impose restrictions on the use of foreign-flagged
vessels (such as the Vessels) in United States trade and impose
additional costs on operators of foreign-built vessels (such as
the Vessels). The Company cannot predict the likelihood of any
of this proposed legislation being enacted or the ultimate cost
of complying with such legislation if enacted.
In addition, although the United States Oil Pollution
Act of 1990, as amended ("OPA"), limits the strict liability of
owners, operators and charterers by demise i.e., bareboat
charterers) of vessels (the "Responsible Parties") to the greater
of $1,200 per gross ton or $10 million per tanker (subject to
possible adjustment for inflation) for removal costs and damages
that result from a discharge of oil, these limits do not apply if
the discharge is caused by gross negligence or willful
misconduct, or the violation of an applicable U.S. federal
safety, construction or operating regulation by a Responsible
Party.
Pursuant to regulations promulgated by the United States
Coast Guard ("USCG"), Responsible Parties must meet financial
responsibility requirements. The protection and indemnity
associations ("P&I Associations"), which historically provided
shipowners and operators financial assurance, refused to furnish
evidence of insurance to Responsible Parties and therefore,
Responsible Parties have obtained financial assurance from other
sources at additional cost in the commercial market. While the
Charterer will be responsible for compliance during the term of
the Charters, the inability of the Company to comply with these
regulations following the expiration or termination of the
Charters would have an adverse effect on the Company's business
and results of operations.
The International Maritime Organization, an agency of
the United Nations ("IMO") has adopted regulations that are
designed to reduce oil pollution in international waters. In
complying with OPA and the IMO regulations and other regulations
that may be adopted, shipowners and operators may be forced to
incur additional costs in meeting new maintenance and inspection
requirements, in developing contingency arrangements for
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potential spills and in obtaining insurance coverage. Additional
laws and regulations may be adopted which could limit the ability
of the Company to do business and which could have a material
adverse effect on the Company's business and results of
operations following the expiration or termination of a Charter.
The operation of the Vessels is also affected by the
requirements set forth in the IMO's International Management Code
for the Safe Operation of Ships and Pollution Prevention (the
"ISM Code"). The ISM Code requires shipowners and bareboat
charterers to develop an extensive "Safety Management System,"
which includes policy statements, manuals, standard procedures
and lines of communication. Noncompliance with the ISM Code may
subject the shipowner or bareboat charterer to increased
liability and may lead to decreases in available insurance
coverage for affected the vessels. Although compliance with the
ISM Code is the responsibility of the Charter during the term of
the Charters, the Company would become primarily responsible for
compliance with the ISM Code if the Charterer were to default in
its obligations under the Charterers.
Risk of Loss and Liability Insurance
General. There are a number of risks that will be
associated with the operation of the Vessels, including
mechanical failure, collision, property loss, cargo loss or
damage and business interruption due to political circumstances
in foreign countries, hostilities and labor strikes. In
addition, the operation of any vessel is subject to the inherent
possibility of marine disaster, including oil spills and other
environmental mishaps, and the liabilities arising from owning
and operating vessels in international trade. OPA, which imposes
virtually unlimited liability upon owners, operators and demise
charterers of any vessel trading in the United States exclusive
economic zone for certain oil pollution accidents in the United
States, has made liability insurance more expensive for ship
owners and operators trading in the United States market and has
also caused insurers to consider reducing available liability
coverage. Pursuant to the Charters, the Charterer will bear all
risks associated with the operation of the Vessels, including,
without limitation, any total loss of one or more Vessels. The
Charterer will also indemnify the Company, and British Petroleum
guarantees such obligation, for all liabilities arising during
the construction of the Vessels and the term of the Charters in
connection with the design, construction and operation of the
Vessels, including under environmental protection laws and
regulations, other than liabilities arising from the Company's
gross negligence or willful misconduct. However, the operation
of any ocean-going vessel has an inherent risk of marine
disaster, such as environmental mishaps, cargo and property
losses or damage and business interruptions caused by mechanical
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failure, human error, political action in various countries,
labor strikes, adverse weather conditions, loss of revenue during
vessel off-hire periods and other circumstances or events. Any
such circumstance or event could result in loss of revenues or
increased costs.
Pursuant to the Charters, the Charterer is the
responsible party for securing all insurance coverage with
respect to the Vessels. The Company expects that the
arrangements to be made by the Charterer will adequately protect
the Company against the accident-related risks involved in the
conduct of its business and will provide appropriate levels of
environmental damage and pollution insurance coverage, consistent
with industry practice. Under the terms of the Charters, the
Charterer may self-insure against certain risks.
Hull and Machinery Insurance. The Charterer is entitled
to self-insure the Marine (Hull and Machinery) risk on each
Vessel. In event of loss, following full payments of charterhire
under a Charter's "hell and high water" provisions, a lump sum
payment will be made to the Company as additional charterhire on
expiration of the Charter, based upon three independent
shipbroker's evaluations of values of similar vessels at the
expiry of the Charter.
Protection and Indemnity Insurance. Protection and
indemnity insurance covers the legal liability of the Charterer
and the Company for its shipping activities. This includes the
legal liability and other related expenses of injury or death of
crew, passengers and other third parties, loss or damage to
cargo, claims arising from collisions with other vessels, damage
to other third-party property, pollution arising from oil or
other substances, and salvage, towing and other related costs,
including wreck removal. The Charterer has advised the Company
that it has obtained unlimited coverage through P&I Associations,
with the exception of oil pollution liability, which is only
available up to $500 million per Vessel per accident, and that
each of the Vessels has been entered into a P&I Association that
is a member of the International Group of P&I Associations. As a
member of a mutual association, the Charterer (and, under certain
circumstances, the Company) will be subject to calls payable to
the association based on its claim records as well as the claim
record of all other members of the association.
Excess Oil Pollution Insurance. In addition to the $500
million of oil pollution insurance currently available through
the P&I Associations, the Charterer has advised the Company that
it has purchased from an insurer controlled by it $200 million of
excess coverage for the Vessels for liabilities arising from oil
pollution for a total coverage of $700 million per Vessel per
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incident or such other limit as may be commercially available
from time to time.
Following termination or expiration of the Charters, the
Company intends to maintain hull and machinery insurance,
including insurance for actual or constructive loss, war risk
insurance and protection and indemnity insurance subject to
customary deductibles and limitations. Insurance underwriters
may require additional premiums for hull and machinery insurance
and war risk insurance prior to any Vessel entering certain
geographical areas. Although historically shipowners have been
able to obtain such insurance, there can be no assurance that the
Company will be able to procure sufficient insurance to cover the
repair or replacement of any Vessel which is damaged or
destroyed, or to cover the Company's liability in the event of a
catastrophic marine or ecological disaster.
ITEM 2 - DESCRIPTION OF PROPERTY
Other than its interests in the Vessels, the Company has
no interest in any other property.
ITEM 3 - LEGAL PROCEEDINGS
To the best of the Company's knowledge, no material
legal proceedings involving the registrant or any directors,
officers or affiliate of the registrant are currently pending and
no such proceedings are known to be contemplated by any
governmental authorities.
ITEM 4 - CONTROL OF REGISTRANT
The Company is not directly or indirectly owned or
controlled by another corporation or entity or by any foreign
government.
The following table presents certain information
regarding the current ownership of the Common Shares with respect
to each person who is known by the Company to own more than 10%
of the Company's outstanding Common Shares as of May 31, 1998.
Number of Percent
Name Shares Owned of Class
Ugland Nordic Shipping ASA 1,762,471 14.9%
Schneider Capital Management, LP 2,307,900 19.67%
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ITEM 5 - NATURE OF TRADING MARKET
The primary trading market for the Common Shares is the
American Stock Exchange (the "AMEX"), on which the Common Shares
are listed under the symbol NAT. The secondary trading market
for the Common Shares is the Oslo Stock Exchange (the "OSE"),
also with the symbol NAT.
The high and low bid prices for the Common Share
(Warrant before September 30, 1997), by quarter, in 1996 and 1997
are as follows:
AMX AMX OSE OSE
Low High Low High
For the quarter ended:
March 31, 1996 USD 3 3/8 USD 4 3/8 NOK 21.00 NOK 23.00
June 30, 1996 USD 3 1/4 USD 4 1/4 NOK 20.00 NOK 24.00
September 30, 1996 USD 3 3/4 USD 4 3/4 NOK 22.00 NOK 27.00
December 31, 1996 USD 3 3/4 USD 4 1/2 NOK 24.00 NOK 28.00
March 31, 1997 USD 3 3/4 USD 4 5/8 NOK 24.00 NOK 30.00
June 30, 1997 USD 3 5/8 USD 5 NOK 25.00 NOK 34.00
September 30, 1997 USD 5 USD 7 5/8 NOK 35.00 NOK 48.00
December 31, 1997 USD 16 3/8 USD 19 1/8 NOK 110.00 NOK 130.00
These bid quotations represent interdealer quotations,
without retail mark-ups, mark-downs or commissions, and do not
necessarily represent actual transactions.
On December 31, 1997, the closing price of the Common
Share as quoted on the AMEX was USD 16 3/8, and as quoted on the
OSE was NOK 110.00. On such date, there were 11,813,850 Common
Shares issued and outstanding.
ITEM 6 - EXCHANGE CONTROLS AND OTHER LIMITATIONS
AFFECTING SECURITY HOLDERS
The Company has been designated as a non-resident of
Bermuda for exchange control purposes by the Bermuda Monetary
Authority, whose permission for the issue of the Common Shares
was obtained.
The transfer of shares between persons regarded as
resident outside Bermuda for exchange control purposes and the
issuance of the Common Shares to or by such persons may be
effected without specific consent under the Bermuda Exchange
Control Act of 1972 and regulations thereunder. Issues and
transfers of Common Shares involving any person regarded as
resident in Bermuda for exchange control purposes require
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specific prior approval under the Bermuda Exchange Control Act
1972.
Subject to the foregoing, there are no limitations on
the rights of owners of the Common Shares to hold or vote their
shares. Because the Company has been designated as non-resident
for Bermuda exchange control purposes, there are no restrictions
on its ability to transfer funds in and out of Bermuda or to pay
dividends to United States residents who are holders of the
Common Shares, other than in respect of local Bermuda currency.
In accordance with Bermuda law, share certificates may
be issued only in the names of corporations or individuals. In
the case of an applicant acting in a special capacity (for
example, as an executor or trustee), certificates may, at the
request of the applicant, record the capacity in which the
applicant is acting. Notwithstanding the recording of any such
special capacity, the Company is not bound to investigate or
incur any responsibility in respect of the proper administration
of any such estate or trust.
The Company will take no notice of any trust applicable
to any of its shares or other securities whether or not it had
notice of such trust.
As an "exempted company", the Company is exempt from
Bermuda laws which restrict the percentage of share capital that
may be held by non-Bermudians, but as an exempted company, the
Company may not participate in certain business transactions
including: (i) the acquisition or holding of land in Bermuda
(except that required for its business and held by way of lease
or tenancy for terms of not more than 21 years) without the
express authorization of the Bermuda legislature; (ii) the taking
of mortgages on land in Bermuda to secure an amount in excess of
$50,000 without the consent of the Minister of Finance of
Bermuda; (iii) the acquisition of securities created or issued
by, or any interest in, any local company or business, other than
certain types of Bermuda government securities or securities of
another "exempted company, exempted partnership or other
corporation or partnership resident in Bermuda but incorporated
abroad; or (iv) the carrying on of business of any kind in
Bermuda, except in so far as may be necessary for the carrying on
of its business outside Bermuda or under a license granted by the
Minister of Finance of Bermuda.
There is a statutory remedy under Section 111 of the
Companies Act 1981 which provides that a shareholder may seek
redress in the Bermuda courts as long as such shareholder can
establish that the Company's affairs are being conducted, or have
been conducted, in a manner oppressive or prejudicial to the
interests of some part of the shareholders, including such
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shareholder. However, this remedy has not yet been interpreted
by the Bermuda courts.
The Bermuda government actively encourages foreign
investment in "exempted" entities like the Company that are based
in Bermuda but do not operate in competition with local business.
In addition to having no restrictions on the degree of foreign
ownership, the Company is subject neither to taxes on its income
or dividends nor to any exchange controls in Bermuda. In
addition, there is no capital gains tax in Bermuda, and profits
can be accumulated by the Company, as required, without
limitation. There is no income tax treaty between the United
States and Bermuda pertaining to the taxation of income other
than applicable to insurance enterprises.
ITEM 7 - TAXATION
The Company is incorporated in Bermuda. Under current
Bermuda law, the Company is not subject to tax on income or
capital gains, and no Bermuda withholding tax will be imposed
upon payments of dividends by the Company to its shareholders.
No Bermuda tax is imposed on holders with respect to the sale or
exchange of Common Shares. Furthermore, the Company has received
from the Minister of Finance of Bermuda under the Exempted
Undertakings Tax Protection Act 1966, as amended, an assurance
that, in the event of there being enacted in Bermuda any
legislation imposing tax computed on profits or income, including
any dividend or capital gains withholding tax or computed on any
capital asset, appreciation or any tax in the nature of an
estate, duty or inheritance tax, then the imposition of any such
tax shall not be applicable. The assurance further provides that
such taxes, and any tax in the nature of estate duty or
inheritance tax, shall not be applicable to the Company or any of
its operations, nor to the shares, debentures or other
obligations of the Company until March 2016.
There are no provisions of any reciprocal tax treaty
between Bermuda and the United States affecting withholding.
ITEM 8 - SELECTED FINANCIAL INFORMATION
The following selected financial information has been
derived from the Company's balance sheet as of December 31, 1997,
December 31, 1996 and December 31, 1995 and Income Statement for
the period January 1, 1996 through December 31, 1997, which have
been derived from the Financial Statements of the Company which
are included herein and which have been audited by Deloitte &
Touche, independent auditors, whose report thereon is also
included herein. The balance sheet information provided below
should be read in conjunction with the accompanying Financial
Statements and the related notes thereto, and the discussion
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under Management's Discussion and Analysis of Financial Condition
and Results of Operations herein.
SELECTED FINANCIAL DATA
DECEMBER 31, 1997, 1996 AND 1995
ASSETS 1997 1996 1995
Cash and cash on deposit $ 19,499 $ 83,275 $ 497,953
Deferred Management Fee --- 111,644 361,644
Prepaid Insurance 95,836 180,000 ---
Vessels under construction --- 51,224,760 51,224,076
Bare-boat hire receivable 1,499,380 --- ---
Vessels 169,068,163 --- ---
Total Assets 170,682,878 51,599,679 52,084,357
=========== =========== ==========
LIABILITIES
Dividend payable 1,181,385 --- ---
SHAREHOLDERS EQUITY:
Total equity $ 170,682,878 $ 51,599,679 $ 52,084,357
============ ========== ===========
INCOME STATEMENT INFORMATION YEAR ENDED
DECEMBER 31, 1997, 1996 AND PERIOD JUNE 12, 1995
THROUGH DECEMBER 31, 1995
Revenue $ 5,265,880 $ --- $ ---
Ship brokers commission 47,081 --- ---
Management Fee expense (461,674)* (250,000) (138,356)
Depreciation (1,707,807) --- ---
Other fees and expense (180,000) (4,330)
---------------------------------------------
Net Operating income 3,049,318 --- ---
Net Financial items 147,174 --- ---
Net Profit (loss) $ 3,196,492 $ (43,0000 $ (142,686)
=========== ========== ==========
* includes miscellaneous administrative costs.
13
<PAGE>
ITEM 9 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
On September 30, 1997 all of the outstanding Warrants of
the Company were exercised at an exercise price of $10.21 per
Warrant. The Company received a total of $119,779,768.73 by
issuing a total of 11,731,613 new Common Shares. There is a
total of 11,813,850 common shares in issue. Expenses in the
total amount of approximately $371,000 related to the Exercise of
the Warrants have been deducted from the proceeds of the
exercise.
On October 6, 1997 the Company paid to the Charterer for
payment to the builder a total of $119,490,000 for final payment
of the three Vessels.
The Charterer has agreed to charter each Vessel for a
period of seven years from September 30, 1997. Each Charter is
subject to extension at the option of the Charterer for up to
seven successive one-year periods. During the term of each
Charter (including any extension thereof) the Charterer is
obligated to pay (i) the Base Rate, which is charterhire at a
fixed minimum daily rate of $13,500 per Vessel per day (T/C
equivalent of $22,000 per day), payable quarterly in advance and
(ii) Additional Hire, to the extent spot charter rates exceed
certain levels, payable quarterly in arrears commencing in
January 1998. The amount of Additional Hire for each quarter, if
any, will be determined by the Brokers Panel.
On September 30, 1997 the Company received $3,766,500 in
minimum Charter Hire from the Charterer for the period from
September 30 up to December 31, 1997. In January 1998 the
Brokers Panel determined that the Additional Hire for the period
September 30 to December 31, 1997 was $5,374 per day per Vessel.
The total Charter Hire for the period was thus $5,265,880 or
$18,874 per day per Vessel (T/C equivalent of $27,374 per day per
Vessel)
On December 31, 1997 the Company received $3,645,000 in
minimum Charter Hire from the Charterer for the period from
January 1 up to March 31, 1998.
Results of Operations
The Company had no revenue for the period from
January 1, 1997 through September 30, 1997. After the Exercise
Date its revenues consists of the charterhire payable under the
Charters. The Company's revenues from the charterhire for the
period September 30, 1997 to December 31, 1997 came from the
14
<PAGE>
minimum hire at the Base Rate of $3,766,500 ($13,500 per day per
Vessel) and Additional Hire of $1,499,380 ($5,374 per day per
Vessel). Total charterhire for the period from September 30 to
December 31 was $5,265,880.
Net costs including interest income during the report
period were $2,069,388 of which three months depreciation of the
Vessels constitutes $1,707,807.
Liquidity and Capital Resources
Total assets and total shareholders' equity of the
Company at December 31, 1997 was $170,682,878 compared to
$51,599,679 at December 31, 1996. The change was due to the net
proceeds from the exercise of Warrants and the charterhire for
the first three months received from the Charterer and accrued
result.
Dividend payment
Based on the Base Rate for the first period from
September 30 to December 31, 1997, the Board of Directors
declared on October 14, 1997 a dividend payment of $0.30 per
Common Share in the Company. The dividend payment of a total of
$3,544,155 was made on November 10, 1997. Based on the
determined Additional Hire of $1,499,380 from the first period in
1997 and the minimum Base Rate for the second period from
January 1 to March 31, 1998, the Board of Directors declared in
January 1998 a dividend of $1,181,385 ($0.10 per share) and
$3,544,155 ($0.30 per share) respectively. The total dividend
payment made on February 10, 1998 was thus $4,725,540 ($0.40 per
share).
Total dividend for the year 1997 was $4,725,540.
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
Directors and Senior Management of the Company and the Manager
Pursuant to the Management Agreement, the Manager
provides management, administrative and advisory services to the
Company with respect to the Vessels.
Set forth below are the names and positions of the
directors and executive officers of the Company and the Manager.
Directors of both the Company and the Manager are elected
annually, and each director elected holds office until a
successor is elected. Officers of both the Company and the
Manager are elected from time to time by vote of the respective
board of directors and hold office until a successor is elected.
15
<PAGE>
The Company
Name Age Position
Herbjorn Hansson 50 Director and President
John D. Campbell 55 Director and Secretary
Niels Erik Feilberg 36 Vice President and
Treasurer
Tharald Brovig 55 Director
Hon. Sir David Gibbons 70 Director
George C. Lodge 70 Director
Axel Stove Lorentzen 45 Director
Andreas Ove Ugland 43 Director
The Manager
Name Age Position
Arve Andersson 43 Director
Eivind H. Astrup Director
Herbjorn Hansson 50 Director; President and
Chief Executive Officer
Axel Stove Lorentzen 45 Director
Tharald Brovig 55 Director
Njal Hansson 55 Director
Chris Rytter Jr. 42 Director
Andreas Ove Ugland 43 Director; Chairman
Certain biographical information with respect to each
director and executive officer of the Company and the Manager is
set forth below.
Herbjorn Hansson has been President and Chief Executive
Officer of the Company and of the Manager since July 1995 and
September 1993, respectively, and has served as a director of the
Manager since its organization in June 1989 and as a director of
the Company since July 1995. Mr. Hansson formerly served as the
Chairman of the Board of the Manager from June 1989 to September
1993. Mr. Hansson has been involved in various aspects of the
shipping industry and international finance since the early
1970s, including serving as Chief Economist of Intertanko, the
International Association of Tanker Owners and independent
operators, from 1975-1980. He was an officer of the Anders
Jahre/Kosmos Group from 1980 to 1989, serving as Chief Financial
Officer from 1983 to 1988.
John D. Campbell has been Secretary of the Company and a
director of the Company since July 1995. Mr. Campbell has been
the Senior Partner of the law firm of Appleby, Spurling & Kempe,
Bermuda counsel to the Company, since December 1987.
Mr. Campbell has also served as a director of ADT Limited, from
16
<PAGE>
September 1984 to August 1991 and Sea Containers Limited since
February 1980.
Niels Erik Feilberg has been Vice President and
Treasurer of the Company since July 1995 and has been Vice
President of Finance of the Manager since 1994. He worked in the
Treasury Department of Anders Jahre/Kosmos Group from 1987 and in
the same area in the Skaugen Group from 1989 to the end of 1993.
Tharald Brovig has been a director of the Company since
July 1995 and has been a director of the Manager since its
organization in June 1989.
Sir David Gibbons has been a director of the Company
since September 1995. Sir David served as the Prime Minister of
Bermuda from August 1977 to January 1982. Sir David has served
as Chairman of The Bank of N.T. Butterfield and Son Limited since
1986 and as Chief Executive Officer of Edmund Gibbons Ltd. since
1954.
George C. Lodge has been a director of the Company since
September 1995. Professor Lodge has been a member of the Harvard
Business School faculty since 1963. He was named associate
professor of business administration at Harvard in 1968 and
received tenure in 1972.
Axel Stove Lorentzen has been a director of the Company
since September 1995. Mr. Lorentzen has also served as a
director and Chairman of the Manager since May 1991 and September
1993, respectively, a director and Chairman of Lorentzen &
Stemoco A/S since January 1981 and November 1994, respectively,
and as a director of Skipskredittfereningen AIS since March 1988.
Mr. Lorentzen formerly served as a director of Grand Hotel AIS
from May 1986 to October 1993 and a director of Belships Company
Ltd. Ships A/S from February 1984 to June 1993.
Njal Hansson has been a director of the Manager since
its organization in June 1989. Mr. Hansson is a private investor
and owns the company Siving, Njal Hansson A/S is a company
engaged in the importing and distribution of consumer electronics
in Norway. Mr. Hansson is the brother of Herbjorn Hansson.
Arve Andersson has been a director of the Manager since
June 1996. Mr. Andersson is a director of Andreas Ugland & Sons
A.S.
Eivind Astrup has been a director of the Manager since
December 1997. Mr. Astrup is the President of Seabulk AS, a
shipowning company in Norway.
17
<PAGE>
Andreas Ove Ugland has been a director of the Company
since February 1997. Mr. Ugland has also served as director and
Chairman of Ugland International Holding Plc, an investment
company listed on the London Stock Exchange. Mr. Ugland has had
his whole career in shipping in the Ugland family owned shipping
group.
Chris Rytter Jr. has been a director of the Manager
since May 1996. Mr. Rytter is Managing Director of
L. Giil-Johannessen AS and is also Chairman of Seabulk a.s.
Management Agreement
General. Under the Management Agreement between the
Manager and the Company, the Manager is required to manage the
day to day business of the Company subject, always, to the
objectives and policies of the Company as established from time
to time by the Board. The Management Agreement will terminate
fourteen years after the Exercise Date, unless earlier terminated
pursuant to the terms thereof, as discussed below.
Management Fee and Other Expenses. The Manager receives
for its services under the Management Agreement a Management Fee
equal to $250,000 per annum. The Management Fee for the period
from October 1, 1997 through December 31, 1997 was paid on the
date that Common Shares were issued in respect of the exercise of
the Warrants. Commencing on January 1, 1998, the Management Fee
shall be paid quarterly in advance on each January 1, April 1,
July 1 and October 1. In September 1995, pursuant to the
Management Agreement, the Company paid to the Manager the sum of
approximately $1.85 million as a commencement fee from the
proceeds of the Offering. Such commencement fee was paid in
consideration of certain of the Manager's activities on behalf of
the Company taken prior to the consummation of the Warrants
offering.
Pursuant to the Management Agreement, the Manager is
required to pay from the Management Fee and on behalf of the
Company all of the Company's expenses, including the Company's
directors' fees; provided, however, that the Manager is not
obligated to pay, and the Company is required to pay from its own
funds (i) all expenses, including attorneys' fees and expenses,
incurred on behalf of the Company in connection with (A) any
litigation commenced by or against the Company, (B) any
investigation by any governmental, regulatory or self-regulatory
authority involving the Company, the Warrants offering or the
exercise of the Warrants, (ii) all premiums for insurance of any
nature, including directors' and officers' liability insurance
and general liability insurance, (iii) all costs in connection
with the administration and exercise of the Warrants and the
registration and listing of the Common Shares underlying the
18
<PAGE>
Warrants, and (iv) commissions payable by the Company to
shipbrokers in connection with its acquisition of the Vessels.
Notwithstanding the foregoing, the Manager will have no
liability to the Company under the Management Agreement for
errors of judgment or negligence other than its gross negligence
or willful misconduct.
In connection with the Management Agreement, the
Charterer has agreed to reimburse the Manager in the event that
expenses borne by the Manager under the Management Agreement
exceed an agreed amount.
Expiration of Charters. In the event the Charterer
shall notify the Company that it will not extend or renew a
Charter for a Vessel, the Manager is required under the
Management Agreement to analyze the alternatives available to the
Company for the use or disposition of such Vessel, including the
sale of such Vessel and the distribution of the proceeds to the
Company's shareholders, and to report to the Board with its
recommendations and the reasons for such recommendations at least
six (6) months before the expiration of such Charter. If
directed by the Company's shareholders to sell a Vessel, the
Manager is required upon the Board's request to solicit bids for
the sale of such Vessel for presentation to the Board. In such
case, the Manager will be obligated to recommend the sale of the
Vessel to the highest bidder. The Manager will receive a
commission equal to 1% of the net proceeds of such sale.
Alternatively, the Manager is required to attempt to recharter
the Vessel on an arms-length basis upon such terms as the Manager
deems appropriate, subject to the approval of the Board. The
Manager will receive a commission equal to 1.25% of the gross
freight earned from such rechartering. In either case, the
Manager may utilize the services of brokers and lawyers, and
enter into such compensation arrangements with them, subject to
the Board's approval, as the Manager deems appropriate.
If, upon the expiration of a Charter, the Company
undertakes any operational responsibility with respect to the
related Vessel and requests the Manager to perform any of such
responsibility on the Company's behalf, the parties are obligated
to negotiate a new fee and expense arrangement. If the parties
are unable to reach a new fee and expense arrangement, either
party may terminate the Management Agreement on 30 days' notice
to the other party.
Termination. In addition to the circumstance set forth
above, the Company may terminate the Management Agreement at any
time upon 30 days' notice for any reason upon the affirmative
vote of the holders of two-thirds of the outstanding Common
Shares; provided, however, that the Management Agreement may be
19
<PAGE>
terminated immediately during the one-year period commencing on
the issuance of Common Shares pursuant to the Standby Agreement
upon the affirmative vote of the holders of a majority of the
outstanding Common Shares so long as Silver Island or another
wholly-owned subsidiary of Rabobank holds a majority of the
outstanding Common Shares at the time of such vote. The
Management Agreement will also terminate automatically in the
event of the Manager's material breach thereof, the failure of
the Manager to maintain adequate authorization to perform its
duties thereunder, the Manager's insolvency or in the event that
it becomes unlawful for the Manager to perform its duties
thereunder. Upon any termination of the Management Agreement,
the Manager is required to promptly wind up its services
thereunder in such a manner as to minimize any interruption to
the Company's business and submit a final accounting of disbursed
and undisbursed funds to the Company. The Company believes that
in the case of any termination of the Management Agreement, the
Company could obtain an appropriate alternative arrangement for
the management of the Company, although there can be no assurance
that such alternative arrangement would not cause the Company to
incur additional cash expenses.
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS
Pursuant to the Management Agreement, the Manager will
pay from the Management Fee the annual directors' fees of the
Company, currently estimated at an aggregate amount of $60,000
per annum. A total of $60,000 was paid to the Company's officers
and directors as a group in 1997.
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
The Manager owns 1,762,471 Common Shares in the Company
as of the date hereof and is party to the Management Agreement
with the Company, pursuant to which the Manager is entitled to a
management fee of $250,000 per annum.
Sir David Gibbons, who is a director of the Company, is
also Chairman of the Bank of N.T. Butterfield and Son Limited
("Butterfield"). Butterfield serves as the co-registrar and
co-transfer agent for the Common Shares and the Warrants.
ITEM 17. FINANCIAL STATEMENTS
See pages F-1 through F-7, which are attached hereto and
incorporated herein.
20
<PAGE>
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
The following financial statements, together with the
report of Deloitte & Touche LLP thereon, are filed as part of
this annual report:
Index to Financial Statements
Page
Independent Auditors' Report F-1
Financial Statements:
Balance Sheets as of December 31, 1997
and December 31, 1996 F-2
Statement of Operations for the Periods
ended December 31, 1997 and
December 31, 1996 and 1995 F-3
Statement of Shareholder's Equity for
the Periods ended December 31, 1997
through December 31, 1996 and 1995 F-4
Statement of Cash Flows for the Period
January 1, 1996 through December 31, 1996 F-5
Notes to Financial Statements F-6
21
<PAGE>
Deloitte & Touche
Radhusgt. 1, PO. Box 35
3101 Tonsberg, Norway
Telephone: (47) 33 30 06 00
Facsimile: (47) 33 30 06 06
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of
Nordic American Tanker Shipping Limited
Bermuda
We have audited the accompanying balance sheets of Nordic
American Tanker Shipping Limited as of December 31, 1997 and the
related statements of operations, shareholders' equity and cash
flows for the year ended December 31, 1997 in accordance with US
GAAP. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on the financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all
material respects, the financial position of Nordic American
Tanker Shipping Limited as of December 31, 1997 and the results
of its operations and its cash flows for the year ended
December 31, 1997 in conformity with generally accepted
accounting principles.
/s/ Deloitte & Touche
April 15, 1998
Deloitte Touche
Tohmatsu
International
F-1
<PAGE>
BALANCE SHEETS AT DECEMBER 31
(in U.S. Dollars)
ASSETS 1997 1996
Current assets
Bank deposits note 2 19,499 83,275
Cash and Cash on Deposit note 2 3,664,499 83,275
Bare-Boat-hire receivable 1,499,380 0
Deferred Management Fee 0 111,644
Prepaid insurance 95,836 180,000
------------ ----------
Total current assets 1,614,7155,259,715 374,919
------------ ----------
Long-term assets
Vessels note 1 169,068,163 51,224,760
------------ ----------
TOTAL ASSETS 170,682,878174,327,878 51,599,679
============ ==========
LIABILITIES AND EQUITY
Liabilities[A
Prepaid hire note 2 3,645,000
Dividend payable 1,181,385 0
------------ ----------
Equity
Share capital (11,813,850
shares @ 0.01) 118,138 12,822
Legal reserves 169,383,355 51,586,857
----------- ----------
Total equity 169,501,493 51,599,679
----------- ----------
TOTAL LIABILITIES AND
EQUITY 170,682,878174,327,878 51,599,679
=========== ==========
F-2
<PAGE>
STATEMENT OF OPERATIONS
(in U.S. Dollars)
Year Ended
December 31,
1997 1996
Bare-Boat-hire 5,265,880 0
Commission paid (47,081) 0
---------- ----------
Net income 5,218,799 0
----------- ----------
Administration costs (461,674) (430,000)
Depreciation note 1 (1,707,807) 0
----------- ----------
Net operating income note 2 3,049,318 (430,000)
=========== ==========
Financial income / expenses
Interest income 147,504 0
Bank charges (330) 0
----------- ----------
Net financial income 147,174 0
----------- ----------
NET PROFIT FOR THE YEAR 3,196,492 (431,000)
=========== ==========
Allocation of current year
net profit
Dividend paid as of
December 31, 1997 (3,544,155) 0
Dividend accrued as of
December 31, 1997 (1,181,385) 0
Transfer from legal reserves 1,529,048 0
Earnings per share .27 0
F-3
<PAGE>
STATEMENTS OF SHAREHOLDER'S EQUITY
YEAR ENDED DECEMBER 31, 1997 AND 1996
Common Stock Class B Stock
Issued Issued Legal
Shares Amount Shares Amount Reserves
______ ______ ______ ______ ________
BALANCE DECEMBER 31, 1995 82,237 822 12,000 12,000 52,071.535
Net loss 1996 -430,000
Warrant issue cost -54,678
______________________________________________________________________________
BALANCE DECEMBER 31, 1996 82,237 822 12,000 12,000 51,586,857
______________________________________________________________________________
Repurchase of B Stock -12,000 -12,000
Exercise of Warrants to
Common Stock 11,731,613 117,316 119,662,453
Common stock issue cost -336,907
Transfer from legal reserves to
dividendother equity (1)
Net Income 3,196,492
Dividends -4,725,540
-1,529,048
______________________________________________________________________________
BALANCE DECEMBER 31, 1997 11,813,850 118,138 0 0 169,383,355
(1) This is the amount that the Company paid out of equity for
dividends. As the Company distributes all available cash,
its distributions may exceed its net profit.
F-4
<PAGE>
STATEMENT OF CASH FLOWS
1997 1996
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit (loss) $ 3,196,492 $ (430,000)
Dividends $ (4,725,540) $ 0
Depreciation $ 1,707,807 $ 0
Increase in receivables
and payables $ (122,187)
2,341,428 $ 70,000
------------- -----------
Net cash used in operating
activities $ 56,572 $ (360,000)
7,245,727
------------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Investment in vessels $(119,551,210) $ 0
------------- -----------
Cash flows used in investing
activities $(119,551,210) $ 0
------------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock $ 119,430442,862 $ 0
Additional warrant issuance cost $ 0 $ (54,678)
Dividends paid $ (3,544,155)
------------- -----------
Repurchase of B stock (12,000)
-------------- -----------
Cash flows provided by financing
activities $119,430,86215,886,707 $ (54,678)
-------------- -----------
NET (DECREASE) INCREASE IN CASH $(63,776)3,581,224 $ (414,678)
CASH AND CASH EQUIVALENT, BEGINNING
OF YEAR $ 83,275 $ 497,953
-------------- -----------
CASH AND CASH EQUIVALENT,
END OF YEAR $19,4993,664,499 $ 83,275
============= ===========
F-5
<PAGE>
NORDIC AMERICAN TANKER SHIPPING LIMITED
NOTES TO FINANCIAL STATEMENTS
PERIOD JANUARY 1, 1997 THROUGH DECEMBER 31,1997
_______________________________________________
Note 1 : Depreciation
Depreciation is calculated on a straight-line basis over the
estimated lifetime of 25 years.
Cost price Booked value
Vessels 1997 Depreciation Dec. 31, 1997
- ------- ---------- ------------ -------------
BRITISH HARRIER 56,926,900 (569,269) 56,357,631
BRITISH HAWK 56,926,900 (569,269) 56,357,631
BRITISH HUNTER 56,922,170 (569,269) 56,352,901
_______________ ___________ ___________ ___________
Total 170,775,970 (1,707,807) 169,068,163
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and Cash on Deposit - Cash and cash on deposit consists
of all cash and demand deposits with a maturity of three
months or less, including prepaid hire. Prepaid hire
represents cash received in advance from the Charterer for
future services to be provided. Related revenue is
recognized only when the related services have been rendered.
Income and Expenses - The Company accounts for all income and
expenses using the accrual method of accounting.
Income taxes - The Company is not subject to taxation in the
United States of America.
Impairment of long-lived assets - The Company has adopted
Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of" ("SFAS 121"). SFAS 121
establishes financial accounting and reporting standards for
the impairment of long-lived assets, certain identifiable
intangibles, goodwill related to those assets to be held and
used and long-lived assets and certain identifiable
intangibles to be disposed of. SFAS 121 requires that long-
lived assets and certain identifiable intangibles to be held
F-6
<PAGE>
and used by an entity be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. In addition,
SFAS 121 requires that certain long-lived assets and
identifiable intangibles to be disposed of be reported at the
lower of carrying amount or fair value less cost to sell.
The adoption of SFAS 121 has had no effect on the Company's
financial position or results of operations. If the events
or changes in circumstances indicate that the carrying amount
of the asset may not be recoverable, the Company will compare
the asset's carrying amount to the expected future
undiscounted cash flows from using the asset and its eventual
disposition. If the carrying amount exceeds the undiscounted
cash flows, the Company will record an impairment loss for
the amount by which the asset's carrying amount exceeds its
fair value.
3. RELATED PARTY TRANSACTION
The Company has entered into a management agreement with
Ugland Nordic Shipping ASA (UNS) under which UNS will provide
certain administrative, management and advisory services to
the Company for an amount of $250,000 per year. In addition,
a fee of $1.85 million was in 1995 paid by the Company to UNS
on the date of the issuance of the warrants in consideration
for certain of UNS' previous activities on behalf of the
Company prior to the consummation of the offering.
This fee was included as part of the offering costs in 1995.
F-7
01318005.AA79
<PAGE>
Document with which
Designation Filed and Designation
of Exhibit in of such Exhibit
this Form 20-F Description of Exhibit in that Document
1.1 Bye-Laws of the Nordic American Exhibits to Amendment
Tanker Shipping Limited (the No. 2 to Form F-1;
"Company") as adopted on Exhibit 3.2
September 13, 1995
2.1 Memorandum of Association of the Exhibits to Form F-1
Company of the Company dated
August 28, 1995 ("Form
F-1"); Exhibit 3.1
2.2 Underwriting Agreement dated Exhibits to Amendment
September 14, 1995 among the No. 2 to Form F-1;
Company, Lazard Freres & Co. Exhibit 3.1
LLC., as Underwriter (the
"Underwriter"), and Nordic
American Shipping A/S ("NAS")
2.3 Warrant Agreement dated Exhibits to Form F-1;
September 19, 1995 between Exhibit 4.1
the Company and Chemical Mellon
Shareholder Services LLC, as
warrant agent
2.4 Shipbuilding Contract between the Exhibits to Form F-1;
Company, Samsung Corporation Exhibit 10.1
("Samsung") and Samsung Heavy
Industries Co., Ltd (the
"Builder") relating to Hull
No. 1191
2.4.1 Schedule and Exhibits to Exhibits to Form F-1;
Shipbuilding Contract between Exhibit 10.1
the Company, Samsung and the
Builder relating to Hull No. 1191
2.5 Shipbuilding Contract dated Exhibits to Form F-1;
September 15, 1994 among the Exhibit 10.1
Company, Samsung and the Builder
relating to Hull No. 1192
2.5.1 Schedule and Exhibits to Exhibits to Form F-1;
Shipbuilding Contract dated Exhibit 10.1
September 15, 1995 among the
Company, Samsung and the Builder
relating to Hull No. 1192
<PAGE>
2.6 Shipbuilding Contract, Exhibits to Form F-1
dated September 15, 1995 among the Exhibit 10.1
Company, Samsung and the Builder
relating to Hull No. 1193
2.6.1 Schedule and Exhibits to Exhibits to Form F-1;
Shipbuilding Contract, dated Exhibit 10.1
September 15, 1995 among the
Company, Samsung and the Builder
relating to Hull No. 1193
Document with which
Designation Filed and Designation
of Exhibit in of such Exhibit
this Form 20-F Description of Exhibit in that Document
2.7 Ship Construction Supervision Exhibits to Form F-1;
Agreement, dated September 19, Exhibit 10.2
1995 between the Company and the
British Petroleum Company p.l.c.
("BP")
2.8 Bareboat Charter Party, dated as Exhibits to Form F-1;
of September 19, 1995, between Exhibit 10.3
the Company and BP Shipping
Limited ("BPS"), relating to Hull
No. 1191
2.9 Bareboat Charter Party, dated as Exhibits to Form F-1;
of September 19, 1995, between Exhibit 10.3
the Company and BPS, relating to
Hull No. 1992
2.10 Bareboat Charter Party, dated as Exhibits to Form F-1;
of September 19, 1995, between Exhibit 10.3
the Company and BPS, relating to
Hull No. 1993
2.11 Guaranty, dated September 19, Exhibits to Form F-1;
1995, made by BP in favor of the Exhibit 10.4
Company
2.12 Standby Agreement, dated Exhibits to Form F-1;
September 19, 1995, between Exhibit 10.5
Silver Island Corporation, N.V.
("Silver Island") and the Company
2
<PAGE>
2.13 Guaranty, dated September 19, Exhibits to Form F-1;
1995, made by Cooperative Centrale Exhibit 10.7
Raiffersen Boerenleenbank, B.A.,
"Rabobank Nederland" ("Rabobank")
in favor of the Company
2.14 Registration Rights Agreement, Exhibits to Form F-1;
dated as of September 19, 1995, Exhibit 10.6
between the Company and Silver
Island
2.15 Management Agreement, dated as of Exhibits to Form F-1;
September 19, 1995 between the Exhibit 10.8
Company and NAS
2.16 Participation Agreement, dated as Exhibits to Form F-1;
of September 19, 1995, among the Exhibit 10.9
Company, NAS, BP, BPS, Rabobank
and Silver Island
Document with which
Designation Filed and Designation
of Exhibit in of such Exhibit
this Form 20-F Description of Exhibit in that Document
2.17 Security Assignment, dated Exhibits to Form F-1;
September 19, 1995 made by the Exhibit 10.10
Company in favor of Samsung and
the Builder
2.18 Assignment, dated September 19, Exhibits to Annual
1995, made by the Company in Report on Form 20-F
favor of BPS dated June 11, 1996;
Exhibit 2.18
2.19 Subordination Agreement, dated as Exhibits to Form F-1;
of September 19, 1994, among the Exhibit 10.11
Company, BP, BPS, NAS, Silver
Island, Rabobank and the
Underwriter
* Exhibit filed herewith.
3
01318005.AA79
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant certifies that it meets all
of the requirements for filing on Form 20-F and has duly caused
this annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NORDIC AMERICAN TANKER
SHIPPING LIMITED
By: /s/ Herbjorn Hansson
Herbjorn Hansson
President
Dated: June 29, 1998
01318005.AA79
