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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 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, 1999
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 1-13944
NORDIC AMERICAN TANKER SHIPPING LIMITED
(Exact name of Registrant as specified in its charter)
ISLANDS OF BERMUDA
(Jurisdiction of incorporation or organization)
Cedar House
41 Cedar Avenue
Hamilton HM EX
Bermuda
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section
12(b) of the Act:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
COMMON SHARES AMERICAN STOCK EXCHANGE
Securities registered or to be registered pursuant to Section
12(g) of the Act: None
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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.
Common Shares, par value $0.01 9,706,606
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 X Item 18
-- --
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TABLE OF CONTENTS (1)
Page
Part I Item 1 Description of Business..................4
Item 2 Description of Property..................6
Item 3 Legal Proceedings........................6
Item 4 Control of Registrant....................6
Item 5 Nature of Trading Market.................6
Item 6 Exchange Controls and Other
Limitations Affecting Security
Holders..................................7
Item 7 Taxation.................................7
Item 8 Selected Financial Data..................7
Item 9 Management's Discussion and Analysis
of Financial Condition and Results
of Operations............................9
Item 10 Directors and Officers of Registrant.....12
Item 11 Compensation of Directors and
Officers.................................14
Item 13 Interest of Management in Certain
Transactions.............................14
Part IV Item 17 Financial Statements.....................14
Item 19 Financial Statements and Exhibits........15
___________________
(1) Items omitted are inapplicable.
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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, telephone number (441) 295-2244.
OWNERSHIP AND MANAGEMENT OF THE COMPANY GENERALLY
In September 1995, the Company offered and sold to the public
11,731,613 warrants ("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"). The Vessels were built
at Samsung Heavy Industries Co. Ltd. in South Korea (the
"Builder").
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 (the "Shares").
At that time there was a total of 11,813,850 Shares in issue.
Expenses in the total amount of approximately $337,000 related to
the exercise of the Warrants were deducted from the proceeds of
the exercise.
On October 6, 1997, the Company paid to BP Shipping Ltd. (the
"Charterer") for payment to the Builder a total of $119,490,000
in final payment of the three Vessels.
On November 30, 1998, the Company's shareholders approved a
proposal to allow the Company to borrow money for the purpose of
repurchasing its Shares. On December 28, 1998, the Company
purchased 2,107,244 Shares through a "Dutch Auction" self-tender
offer at a price of $12.50 per Share. In addition, the Company
paid $715,000 in transaction costs. After the repurchase, a
total of 9,706,606 Shares are in issue, down from 11,813,850
Shares.
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Pursuant to an agreement (the "Management Agreement") between
the Company and its Manager, Ugland Nordic Shipping ASA, a
Norwegian publicly traded shipping company (the "Manager"), the
Manager provides certain management, administrative and advisory
services to the Company.
VESSELS OWNED BY THE COMPANY
Each Vessel is a 1997 built, 151,459 dwt double hull Suezmax
oil tanker. The purchase price of each Vessel was approximately
$56.9 million (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").
Each Vessel is registered on Isle of Man and flies the
British flag.
CHARTERING OPERATIONS
By their terms, each of the Vessels 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 approximately seven
years after such date, subject to extension at the option of the
Charterer for up to seven successive one-year periods. Under
each of the Charters, the Charterer is required to provide the
Company with at least twelve months' prior notice of each such
extension. The Company's dividend policy is to pay dividends to
the holders of the Company's Shares in amounts substantially
equal to the amounts received by it under the Charters, less
expenses. In 1999, a portion of these dividends was considered
return of capital for United States federal income tax purposes.
The daily charterhire rate payable under each of the Charters
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 shipbrokers mutually acceptable
to the Charterer and the Company (the "Brokers Panel"). In 1999,
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the Company did not receive Additional Hire for any of the four
quarter periods.
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 obligations
of the Charterer are guaranteed by BP Amoco p.l.c., the successor
company to the merger between Amoco Corp and The British
Petroleum Company p.l.c.
The Charters will end approximately seven years after
September 30, 1997, 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 Shares will be entitled
to vote on a proposal to sell the related Vessels and to
distribute the net proceeds of such sale to the holders of the
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 Vessels. The proposal to sell the Vessels and
distribute the resulting net proceeds shall be adopted if
approved by the holders of a majority of the Shares voting at the
meeting called for such purpose.
RISK DISCLOSURE
During the term of the Charters, the Company is not exposed
to significant market risks. The terms of the Charters provide a
floor for the charterhire paid by the Charterer, and obligate the
Charterer to bear the Vessels' operating risk. During the first
five months of 2000, the charter market for Suezmax tankers has
risen significantly.
However, if the Charterer does not renew a Charter for a
Vessel, the Company will be exposed to operating risk, chartering
risk and asset value risk. Both the charter and vessel value
markets for tankers are highly cyclical and volatile.
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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 including the Company or any directors or officers 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 Manager is the only person known to the registrant that
owns more than ten percent of the registrant's voting securities.
As of May 31, 2000, that ownership is as follows:
IDENTITY OF PERCENT OF
TITLE OF CLASS PERSON OR GROUP AMOUNT OWNED CLASS
Common Shares Ugland Nordic 2,144,971 22.10%
Shipping ASA Shares
ITEM 5. NATURE OF TRADING MARKET
The primary trading market for the Shares is the American
Stock Exchange (the "AMEX"), on which the Shares are listed under
the symbol NAT. The secondary trading market for the Shares is
the Oslo Stock Exchange (the "OSE") also with the symbol NAT.
The high and low closing prices for the Shares by quarter, in
1998 and 1999 are as follows:
AMEX AMEX OSE OSE
LOW HIGH LOW HIGH
For the quarter ended:
March 31, 1998 $14 7/8 $16 1/2 NOK 110.00 NOK 120.00
June 30, 1998 $14 3/4 $16 1/4 NOK 115.00 NOK 129.00
September 30, 1998 $11 3/4 $15 1/2 NOK 125.00 NOK 125.00
December 31, 1998 $10 3/4 $13 1/2 NOK 95.00 NOK 99.00
March 31, 1999 $10 1/8 $11 5/8 NOK NA NOK NA
June 30, 1999 $10 7/8 $11 3/4 NOK NA NOK NA
September 30, 1999 $11 1/4 $12 3/4 NOK 95.00 NOK 95.00
December 31, 1999 $10 1/8 $12 NOK 94.00 NOK 95.00
On June 19, 2000, the closing price of the Shares as quoted
on the AMEX was $16 1/2 and as quoted on the OSE was NOK 130.00.
On such date, there were 9,706,606 Shares issued and outstanding.
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
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SECURITY HOLDERS
There are no governmental laws, decrees or regulations in
Bermuda that restrict the export or import of capital.
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 Shares. Furthermore, the Company has received from
the Minister of Finance of Bermuda under the Exempted
Undertakings Tax Protection Act of 1966, as amended, an assurance
that, in the event that Bermuda enacts any legislation imposing
any 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 DATA
The following Consolidated Income Statement Information and
Consolidated Balance Sheet Information 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 under Management's
Discussion and Analysis of Financial Condition and Results of
Operations herein.
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CONSOLIDATED BALANCE SHEET INFORMATION AT DECEMBER 31:
(in U.S. Dollars)
(Unaudited)
ASSETS:
1997 1998 1999
Bank deposits 3,664,499 3,637,758 2,507,017
Bare-Boat - hire receivable 1,499,380 0 0
Prepaid finance costs 0 86,875 72,395
Prepaid insurance 95,836 83,333 70,833
Vessels 169,068,163 162,237,124 155,406,085
------------ ----------- -----------
Total Assets $174,327,878 166,045,090 158,056,330
============ =========== ===========
LIABILITIES:
Dividend payable 1,181,385 0 0
Prepaid hire 3,645,000 0 0
Accounts payable 0 675,384 0
Accrued interest on Bank Loan 0 43,781 77,333
Mortgage Loan 0 30,000,000 30,000,000
SHAREHOLDERS' EQUITY:
Share Capital 118,138 97,066 97,066
Other Shareholders Equity 169,383,355 135,228,859 127,881,931
------------ ----------- -----------
Total Liabilities and Equity $174,327,878 166,045,090 158,056,330
============ =========== ===========
CONSOLIDATED INCOME STATEMENT INFORMATION JANUARY 1
THROUGH DECEMBER 31
1997 1998 1999
Operating revenues 5,265,880 16,006,199 14,782,500
Ship brokers commission (47,081) (184,781) (184,781)
Administrative expenses (461,674) (412,779) (411,504)
DEPRECIATION (1,707,807) (6,831,039) (6,831,039)
----------- ----------- -----------
Net operating income 3,049,318 8,577,600 7,355,176
Net financial income 147,174 51,912 (1,580,500)
Net Profit for the Year $3,196,492 $8,629,512 $5,774,676
========== =========== ==========
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ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The Company owns three modern double hull 151,459 dwt Suezmax
tankers, which were delivered in the last half of 1997. The
Vessels were built at Samsung Heavy Industries Ltd. in South
Korea.
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 (time charter 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, from January 1998. The
amount of Additional Hire for each quarter, if any, will be
determined by the Brokers Panel.
In January 2000, the Brokers Panel in London determined that
there would be no Additional Hire for the period October 1 to
December 31, 1999. The total charterhire for 1999 was thus
$14,782,500. Charterhire (time charter equivalent) in each
quarter of 1999 was $22,000 per day per Vessel.
On January 3, 2000, the Company received $3,685,500 in Base
Hire from the Charterer for the period from January 1 to March
31, 2000.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 COMPARED TO YEAR ENDED DECEMBER 31,
1998
OPERATING REVENUES
Operating revenues decreased for the year ended December 31,
1999 by $1,223,699 to $14,782,500 compared to $16,006,199 for the
year ended December 31, 1998. The decrease in revenues was due
to the absence of Additional Hire in the year ended December 31,
1999. The average daily rates of charterhire earned by the
vessels remained the same at $13,500 per Vessel. The Company's
revenues from the charterhire for the year ended December 31,
1999 were derived from Base Hire of $14,782,500.
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OPERATING EXPENSES
Net costs for the year ended December 31, 1999 were
$7,427,324 compared to $7,428,599 for the year ended December 31,
1998, of which depreciation in each year constitutes $6,831,039.
NET OPERATING INCOME
As a result of the foregoing factors, net operating income
decreased by $1,222,424 to $7,355,176 for the year ended December
31, 1999 compared to $8,577,600 for the year ended December 31,
1998.
YEAR ENDED DECEMBER 31, 1998 COMPARED TO YEAR ENDED DECEMBER 31,
1997
OPERATING REVENUES
Operating revenues increased for the year ended December 31,
1998 by $10,740,319 to $16,006,199 (time charter equivalent of
$23,117 per day per Vessel) compared to $5,265,880 for the year
ended December 31, 1997. The increase in revenues was due to the
receipt of charterhire from the Charterer for a full year. The
average daily rates of charter hire earned by the Vessels
remained at $13,500 per Vessel. The Company received $14,782,500
in Base Hire and Additional Hire for the period January 1 to
March 31, 1998 of $1,233,699 ($4,532 per day per vessel).
OPERATING EXPENSES
Because the Company owned the Vessels for a full year,
depreciation in the year ended December 31, 1998 increased by
$5,123,232 to $6,831,039 from $1,707,807 for the year ended
December 31, 1997.
Net costs for the year ended December 31, 1998 were
$7,428,599 compared to $2,216,562 for the year ended December 31,
1997.
NET OPERATING INCOME
As a result of the foregoing factors, net operating income
increased by $5,528,282 to $8,577,600 for the year ended December
31, 1998 compared to $3,049,318 for the year ended December 31,
1997.
LIQUIDITY AND CAPITAL RESOURCES
Total assets of the Company at December 31, 1999 were
$158,056,330 compared to $166,045,090 at December 31, 1998. Cash
held at December 31, 1999 was $2,507,017.
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The Company's shareholders' equity at December 31, 1999 was
$127,978,997 as compared to $135,325,925 at December 31, 1998.
The Company has sufficient sources of income through the
payment of charterhire by the Charterer during the term of the
Charters to pay ordinary recurring expenses that are not borne by
the Manager. However, there can be no assurance that the Company
will be able to repay or refinance its borrowings when the loan
as described below in "Repurchase of Common Stock" becomes due,
or that it will not incur extraordinary expenses.
INFLATION
Management does not believe that inflation will significantly
affect the Company's expenses over the term of the Charters.
CURRENCY EXCHANGE RATES
The international shipping industry's functional currency is
the United States Dollar and virtually all of the Company's
operating revenues and most of its anticipated cash expenses are
expected to be denominated in United States Dollars. Accordingly,
the Company's operating results following expiration of
termination of the Charters are not expected to be adversely
affected by movements in currency exchange rates or the
imposition of currency controls in the jurisdictions in which the
Vessels operate.
DIVIDEND PAYMENT
Total dividends paid in 1999 were $13,103,918 or $1.35 per
Share. The dividend payments in 1999 were as follows:
1st quarter $0.32 per share
2nd quarter $0.32 per share
3rd quarter $0.35 per share
4th quarter $0.36 per share
REPURCHASE OF COMMON STOCK
On December 28, 1998, the Company repurchased 2,107,244
Shares through a "Dutch Auction" self-tender offer at a price of
$12.50 per Share. After the repurchase, a total of 9,706,606
Shares are in issue, down from 11,813,850 Shares. Payment for
the repurchased Shares was made at the end of December 1998.
In 1998, the Company entered into a loan in the amount of
$30.0 million (the "Loan) with Den norske Bank ASA, Oslo, Norway
(DnB) to finance the repurchase of Shares. The total purchase
price of the Shares including the costs associated with the
transaction was $ 27.1 million. On May 12, 1999 the General
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Shareholders Meeting approved the remaining proceeds being
utilized to increase the Company's quarterly dividends.
An important objective of the repurchase of Shares was to
increase the Company's cash distribution to shareholders while
the Vessels are on charter to the Charterer. While the Vessels
are on charter, the minimum cash distribution per Share has
increased by $0.15, from $1.20 to $1.35 per year, an increase of
12.5%.
The Company has entered into an interest swap agreement with
DnB, as a result of which the Company has fixed its interest on
the Loan at 5.80 % p.a., including a margin of 0.525 %. The swap
agreement terminates on the final repayment date of the Loan,
i.e. the fourth quarter of the year 2004.
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not applicable.
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
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 the Company 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.
THE COMPANY
Name Age Position
Herbjorn Hansson 52 Director, President, and
Chief Executive Officer
Niels Erik Feilberg 38 Vice President and Treasurer
Tharald Brovig 57 Director
Hon. Sir David Gibbons 72 Director
George C. Lodge 72 Director
Axel Stove Lorentzen 47 Director
Andreas Ove Ugland 45 Director
Peter Bubenzer 45 Secretary
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* Peter Bubenzer of Appleby, Spurling & Kempe, Bermuda was
appointed new Secretary of the Company on May 12, 1999
THE MANAGER
Name Age Position
Arve Andersson 45 Director
Tharald Brovig 57 Director
Niels Erik Feilberg 38 Chief Financial Officer
Herbjorn Hansson 52 Director; President and
Chief Executive Officer
Njal Hansson 57 Director
Ulf G. Ryder 48 Director
Christian Rytter Jr 44 Director
Andreas Ove Ugland 45 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 Independant Tanker Owners, from
1975-1980. He was an executive officer of the Anders
Jahre/Kosmos Group from 1980 to 1989, serving as Chief Financial
Officer from 1983 to 1988.
NIELS ERIK FEILBERG has been Vice President and Treasurer of
the Company since July 1995 and is Chief Financial Officer of the
Manager, which he has been with since 1994. He was working 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
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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. Stove Lorentzen has also served as a
director and Chairman of the Manager since May 1991 and September
1993 to June 1996, respectively, a director and Chairman of
Lorentzen & Stemoco A/S since January 1981 and November 1994,
respectively, and as a director of Skipskredittforeningen AS from
March 1988 to May 1996. Mr. Stove Lorentzen formerly served as a
director of Grand Hotel A/S from May 1986 to October 1993 and a
director of Belships Company Ltd. Ships A/S from February 1984 to
June 1993.
PETER BUBENZER has been Secretary of the Company since May
1999. Mr. Bubenzer formerly served as director and Secretary of
BT Shipping Limited from July 1997 to July 1998. In addition,
Mr. Bubenzer formerly served as director of Knightsbridge Tankers
Limited from November 1996 to March 1998, Logic International
Holdings Ltd. from September 1994 to November 1994, Asia Standard
International Group Ltd. from May 1991 to September 1993, Frankie
Dominion International from February 1991 to May 1991 and WellNet
Holdings Limited from July 1989 to July 1990.
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 Siv.ing, Njal Hansson A/S is a company engaged
in the importing and distribution of consumer electronics in
Norway. Mr. Hansson is the brother of Herbjon Hansson.
ARVE ANDERSSON has been a director of the Manager since June
1996. Mr Andersson has been a director of Andreas Ugland & Sons
AS and is now a senior partner in Markus & Co. A.S.
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, a
shipping/transport company listed on the London Stock Exchange,
Andreas Ugland & Sons AS, Grimstad, Norway, Hoegh Ugland
Autoliners AS, Oslo and Buld Associates Inc., Bermuda. Mr. Ugland
has had his whole career in shipping in the Ugland family owned
shipping group.
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ULF G. RYDER has been a Director of the Manager since June
1999. Mr. Ryder is Managing Director of Stena Bulk AB of
Gothenburg, Sweden.
CHRISTIAN 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.
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS
Pursuant to the Management Agreement, the Manager pays from
the Management Fee the annual directors' fees of the Company, at
an aggregate amount of $52,000 in 1999. From the inception of
the Company through December 31, 1999 the Directors of the
Company have not been paid by the Company any amount for services
rendered by them to the Company in all capacities.
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
SUBSIDIARIES
Not applicable.
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
The Manager 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.
ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED
Not applicable.
ITEM 15. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 16. CHANGES IN SECURITIES, CHANGES IN SECURITY FOR
REGISTERED SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 17. FINANCIAL STATEMENTS
See the financial statements listed in Item 19 below.
ITEM 18. FINANCIAL STATEMENTS
Not applicable.
16
<PAGE>
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
FINANCIAL STATEMENTS
The following financial statements, together with the report
of Deloitte & Touche thereon, are filed as part of this annual
report:
17
<PAGE>
NORDIC AMERICAN TANKER SHIPPING LIMITED
TABLE OF CONTENTS.
_________________________________________________________________
Page
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1999 AND FOR THE PERIOD FROM JANUARY 1, 1999
THROUGH DECEMBER 31, 1999:
Balance Sheets 2
Statement of Operations 3
Statements of Cash Flows 4
Notes to Financial Statements 5-6
18
<PAGE>
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, 1999 and the
related statements of operations, shareholders' equity and cash
flows for the year ended December 31, 1999. 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 audit.
We have conducted our audit 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 audit provides 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, 1999 and the result of
its operations and its cash flows for the year ended December 31,
1999 in conformity with generally accepted accounting principles.
/s /Deloitte & Touche
---------------------
January 21, 2000
19
<PAGE>
BALANCE SHEET AT DECEMBER 31.
(all figures are in $)
ASSETS
Current assets 1999 1998
Bank deposits Note 1 2,507,017 3,637,758
Prepaid finance costs Note 5 72,395 86,875
Prepaid insurance 70,833 83,333
----------- ----------
Total current assets 2,650,245 3,807,966
Long term assets
Vessels Note 3 155,406,085 162,237,124
----------- ----------
Total long-term assets 155,406,085 162,237,124
TOTAL ASSETS 158,056,330 166,045,090
----------- ----------
LIABILITIES AND SHAREHOLDERS EQUITY
Current liabilities 1999 1998
Accounts payable 0 675,384
Accrued interest on Bank loan Note 5 77,333 43,781
----------- ----------
Total Current Liabilities 77,333 719,165
Long-term liabilities
Mortgage Loan Note 5 30,000,000 30,000,000
----------- ----------
Total Long-term liabilities 30,000,000 30,000,000
Shareholders Equity
Share Capital Note 6 97,066 97,066
Other Shareholders Equity Note 6 127,881,931 135,228,859
----------- ----------
Total Shareholders Equity 127,978,997 135,325,925
TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY 158,056,330 166,045,090
----------- ----------
20
<PAGE>
PROFIT AND LOSS ACCOUNT
(all figures are in $)
1999 1998
Operating revenues 14,782,500 16,006,199
Ship brokers commission (184,781) (184,781)
Administrative expenses Note 2,4 (411,504) (412,779)
Depreciation Note 3 (6,831,039) (6,831,039)
----------- -----------
Net operating income 7,355,176 8,577,600
Interest income 214,532 105,999
Interest expense Note 5 (1,767,449) (43,781)
Other finance charges Note 5 (27,583) (10,306)
----------- -----------
Net financial income (1,580,500) 51,912
NET PROFIT BEFORE TAX 5,774,676 8,629,512
----------- -----------
Tax expense 0 0
NET PROFIT FOR THE YEAR 5,774,676 8,629,512
----------- -----------
Earnings per share (EPS) 0.59 0.73
21
<PAGE>
STATEMENT OF CASH FLOW
(all figures are in $)
1999 1998
CASH FLOW FROM OPERATING ACTIVITIES
Net profit (loss) 5,774,676 8,629,512
Depreciation 6,831,039 6,831,039
Increase (decrease) in receivables
and payables (614,852) (2,682,212)
Net cash used in operating activities 11,990,863 12,778,339
------------ ------------
CASH FLOW FROM INVESTING ACTIVITIES
Investment in Vessels 0 0
------------ ------------
Cash flow used in investing activities 0 0
------------ ------------
CASH FLOW FROM FINANCING ACTIVITIES
Additional warrant issue costs (17,686) (36,676)
Dividends paid (13,103,918) (15,712,421)
Bank Loan 0 0,000,000
Repurchase of Common Stock 0 (27,055,933)
Cash flow provided by financing
activities (13,121,604) (12,805,030)
------------ ------------
NET (DECREASE) INCREASE IN CASH (1,130,741) (26,691)
------------ ------------
BEGINNING CASH AND CASH EQUIVALENT 3,637,758 3,664,449
------------ ------------
END CASH AND CASH EQUIVALENT 2,507,017 3,637,758
------------ ------------
22
<PAGE>
NORDIC AMERICAN TANKER SHIPPING LIMITED
NOTES TO FINANCIAL STATEMENTS
PERIOD JANUARY 1, 1999 THROUGH DECEMBER 31, 1999
____________________________________________________
1. 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.
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.
2. 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 was 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.
3. DEPRECIATION
Depreciation is calculated on a straight-line basis over the
estimated lifetime of 25 years. The basis for the
depreciation is the actual cost price of the vessels in 1997,
i.e. $ 170,775,970 in total for the three vessels.
ALL VESSELS
Total cost price in 1997 $ 170,775,970
Accumulated depreciation per January 1, 1999 $ 8,538,846
Depreciation January 1 through
December 31, 1999 $ 6,831,039
-------------------------------------------------------------
Book value per December 31, 1999 $ 155,406,085
23
<PAGE>
BRITISH HARRIER
Total cost price in 1997 $ 56,926,900
Accumulated depreciation per January 1, 1999 $ 2,846,345
Depreciation January 1 through
December 31, 1999 $ 2,277,076
-------------------------------------------------------------
Book value per December 31, 1999 $ 51,803,479
BRITISH HAWK
Total cost price in 1997 $ 56,926,900
Accumulated depreciation per January 1, 1999 $ 2,846,345
Depreciation January 1 through
December 31, 1999 $ 2,277,076
-------------------------------------------------------------
Book value per December 31, 1999 $ 51,803,479
BRITISH HUNTER
Total cost price in 1997 $ 56,922,170
Accumulated depreciation per January 1, 1999 $ 2,846,156
Depreciation January 1 through
December 31, 1999 $ 2,276,887
-------------------------------------------------------------
Book value per December 31, 1999 $ 51,799,127
4. ADMINISTRATIVE EXPENSES
Management fee, Ugland Nordic Shipping ASA $ 250,000
Directors and officers insurance $ 97,500
Other fees and expenses, mostly related to
Repurchasing of Shares $ 64,004
-------------
Total administrative expenses $ 411,504
5. MORTGAGE LOAN, ACCRUED INTEREST, PREPAID FINANCE COSTS
The Company has drawn upon a Loan of $ 30 mill with Den
norske Bank, Oslo (DnB) to finance the repurchase of shares.
The Company has entered into an interest swap agreement with
DnB, enabling the Company to pay a fixed interest on the loan
of 5.80 % p.a. including the margin of 0.525 % for the next 5
years. The swap agreement terminates on the final repayment
date of the Loan, i.e. the 4th quarter of year 2004.
The Company pays an annual agency fee of $10,000 to DnB in
connection with the $30,0 mill. Loan.
24
<PAGE>
ACCRUED INTEREST AT DECEMBER 31, 1999
$30 mill, LIBOR 5,80 % for 16 days, $77,333.
PREPAID FINANCE COSTS
In connection with the draw down of the Mortgage Loan in 1998
of $30 mill, the Company paid $86,875 in an arrangement fee
and commitment fee. The fees will be amortized over the term
of the Loan, i.e. with 1/6 every year from January 1, 1999.
25
<PAGE>
6. STATEMENT OF SHAREHOLDERS EQUITY
YEAR ENDED DECEMBER 31, 1999, 1998 AND 1997
Common Stock Class B Stock Other
Issued Shares Amount Issued Shares Amount Equity
______________________________________________________________________________
BALANCE DECEMBER 31,1996 82237 822 12000 12000 51586857
______________________________________________________________________________
Repurchase of B Stock -12000 -12000
Exercise of Warrants
to Common Stock 11731613 117316 119662453
Common Stock issue cost -336907
Transfer from other
equity 1) -1529048
______________________________________________________________________________
BALANCE DECEMBER 31,1997 11813850 11838 0 0 169383355
______________________________________________________________________________
Repurchase of Common
Stock -2107244 -21072 -26319478
Repurchase cost -715383
Additional Warrant
exercise cost -36676
Transfer from other equity 1) -7082959
______________________________________________________________________________
BALANCE DECEMBER 31,1998 9706606 97066 0 0 135228859
______________________________________________________________________________
Additional costs, Repurchase
of Shares -17686
Transfer from other equity 1) -7329242
______________________________________________________________________________
BALANCE DECEMBER 31,1999 9706606 97066 0 0 127881931
______________________________________________________________________________
1) This is part of 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. The Company has also paid additional capital
transaction costs related to the warrant exercise and repurchase of shares in
1997,1998 and 1999.
* * * * * *
ADDITIONAL INFORMATION
BP Amoco p.l.c, the successor company to the merger between
Amoco Corp and The British Petroleum Company p.l.c., files annual
reports on Form 20-F (File No. 005-42076) and periodic reports on
Form 6-K with the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended.
26
<PAGE>
NORDIC AMERICAN TANKER
SHIPPING LIMITED
27
<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 of 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: Herbjorn Hansson
____________________________
Herbjorn Hansson
Chief Executive Officer
Dated: June 27, 2000
28
01318002.AX5
