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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 0-29106
KNIGHTSBRIDGE TANKERS 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
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section
12(b) of the Act: None
Securities registered or to be registered pursuant to Section
12(g) of the Act:
TITLE OF EACH CLASS
COMMON SHARES
(PAR VALUE $0.01)
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, PAR VALUE $0.01 17,100,000
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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TABLE OF CONTENTS (1)
Page
ITEM 1 - DESCRIPTION OF BUSINESS 1
ITEM 2 - DESCRIPTION OF PROPERTY 12
ITEM 3 - LEGAL PROCEEDINGS 12
ITEM 4 - CONTROL OF REGISTRANT 13
ITEM 5 - NATURE OF TRADING MARKET 13
ITEM 6 - EXCHANGE CONTROLS AND OTHER LIMITATIONS
AFFECTING SECURITY HOLDERS 13
ITEM 7 - TAXATION 14
ITEM 8 - SELECTED FINANCIAL DATA 14
ITEM 9 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 17
ITEM 10 - DIRECTORS AND OFFICERS OF REGISTRANT 20
ITEM 11 - COMPENSATION OF DIRECTORS AND OFFICERS 23
ITEM 13 - INTEREST OF MANAGEMENT IN CERTAIN
TRANSACTIONS 23
ITEM 18 - FINANCIAL STATEMENTS 23
ITEM 19 - FINANCIAL STATEMENTS AND EXHIBITS 24
___________________
1 Items omitted are inapplicable.
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PART I
ITEM 1 - DESCRIPTION OF BUSINESS
GENERAL
Knightsbridge Tankers Limited (the "Company") was
incorporated in Bermuda in September, 1996, for the purpose of
the acquisition, disposition, ownership, leasing and chartering
of, through wholly-owned subsidiaries (the "Subsidiaries"), five
very large crude oil carriers ("VLCCs") (the "Vessels"), and
certain related activities. The Company charters the Vessels to
Shell International Petroleum Company Limited (the "Charterer")
on long-term "hell and high water" bareboat charters (the
"Charters"). The obligations of the Charterer under these
charters are jointly and severally guaranteed (the "Charter
Guarantees") by Shell Petroleum N.V. and The Shell Petroleum
Company Limited (the "Charter Guarantors"). The Charterer and the
Charter Guarantors are all companies of the Royal Dutch/Shell
Group of Companies. References herein to the Company include the
Company and the Subsidiaries, unless otherwise indicated.
OWNERSHIP AND MANAGEMENT OF THE COMPANY GENERALLY
In February, 1997, upon the exercise by the underwriters
of their overallotment option, the Company offered and sold to
the public 16,100,000 common shares, par value $0.01 per share
(the "Common Shares"), at an initial offering price of $20 per
share. Simultaneously, the Company sold 1,000,000 Common Shares
at a price of $20 per share to ICB International Limited ("ICB
International"), an indirect wholly-owned subsidiary of ICB
Shipping Aktiebolag (publ) ("ICB"). ICB is a Swedish oil tanker
owning and operating company which until December 29, 1999 was
publicly traded. ICB has been a subsidiary of Frontline Ltd
("Frontline"), a Bermudan publicly traded oil tanker owning and
operating company since September 23, 1999 when Frontline through
purchases of shares became the indirect owner of more than 90 %
of the shares and votes in ICB. As of December 31, 1999 ICB
International owns approximately 4.7 % of the outstanding Common
Shares. ICB Shipping (Bermuda) Limited (the "Manager"), another
wholly-owned subsidiary of ICB, manages the business of the
Company. See Item 10.
VESSELS
The Company used the net proceeds of the offerings
described above, together with advances totaling $145.6 million
under a credit facility from an international syndicate of
lenders (the "Credit Facility"), primarily to fund the purchase
by the Subsidiaries of the Vessels. Upon their purchase from
their previous owners on February 27, 1997 (the "Delivery Date"),
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the Vessels were delivered by the Company to the Charterer under
the Charters. The term of each of the Charters is a minimum of
seven years, with an option for the Charterer to extend the
period for each Vessel's Charter for an additional seven-year
term, to a maximum of 14 years per Charter. Under the Charters,
the Charterer pays the greater of a base rate of hire or a spot
market related rate. See "Charterhire" below.
Each Vessel is an approximately 298,000 deadweight tonne
("dwt") double hull VLCC built by Daewoo Heavy Industries, Ltd.
(the "Builder") at its shipyard in Korea. The Vessels meet all
material existing regulatory requirements affecting the Vessels
and their operations. The name, dwt, hull type and date of
original delivery from the Builder's yard are set forth below,
together with certain of the Vessels' particulars:
DATE OF DELIVERY FROM
VESSEL NAME APPROXIMATE DWT HULL TYPE BUILDER'S YARD
Murex 298,000 Double June 2, 1995
Macoma 298,000 Double August 1, 1995
Magdala 298,000 Double September 28, 1995
Myrina 298,000 Double November 15, 1995
Megara 298,000 Double March 5, 1996
VESSEL PARTICULARS
Length Overall 332.0 meters
Beam Overall 58.0 meters
Depth 31.0 meters
Draught 22.0 meters
Cargo Cubic 343,000 cubic meters
Main Engine Sulzer 7RTA84T
(Diesel) rated at 36,000 hp.
The Vessels are modern, high-quality double hull tankers
designed for enhanced safety and reliability and for relatively
low operating and maintenance costs. Design features include a
cargo system designed for optimum port performance, a high grade
anti-corrosion paint system and pipeline materials which have
been specified with a view to long service, an efficient power
generation system including shaft generator, additional
firefighting and safety equipment over and above minimum
standards and improved structural design.
The Vessels are all registered in the Isle of Man.
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THE U.K. FINANCE LEASES
The Subsidiaries have each entered into conditional
sale/leaseback arrangements (the "U.K. Finance Leases") with a
subsidiary of National Westminster Bank plc, NatWest Leasing and
Asset Finance Ltd. (the "U.K. Lessor") pursuant to which each
Subsidiary has sold a Vessel to the U.K. Lessor under a
conditional sale agreement (the "CSA") and concurrently leased
its Vessel back from the U.K. Lessor for a term of 25 years. By
virtue of certain benefits under United Kingdom tax laws which
will be passed to the Charterer, the U.K. Finance Leases enable
the Charterer to achieve a reduction in its costs of hiring and
using the Vessels, without reducing the Base Hire, Additional
Hire, if any, or Supplemental Hire (as these terms are defined
herein) payable to the Subsidiaries. During the term of the U.K.
Finance Leases, the Vessels will remain on the Company's
consolidated balance sheet and each Subsidiary will retain title
to the related Vessel.
On the Delivery Date, the U.K. Lessor paid to the
Subsidiaries an amount equal to $439.8 million in the aggregate
and each Subsidiary delivered its related Vessel to the Charterer
as agent for the U.K. Lessor. Each Subsidiary procured the
opening of a letter of credit (each a "Letter of Credit" and,
collectively, the "Letters of Credit") by a major commercial bank
(each a "LC Bank" and, collectively, the "LC Banks") from which
the U.K. Lessor will be paid rental and other payments due under
the U.K. Finance Leases. The Subsidiaries also established letter
of credit reimbursement accounts (each a "LC Account" and,
collectively, the "LC Accounts") with the LC Banks, as security
for their respective obligations to reimburse the LC Banks for
amounts paid under the Letters of Credit. Interest on the LC
Accounts will be added to such security, and, therefore, will not
benefit the Company.
The U.K. Lessor, the Charterer and each Subsidiary have
entered into a direct support agreement (each a "Direct Support
Agreement" and, collectively, the "Direct Support Agreements")
containing certain indemnification and other payment obligations
of the Charterer in favor of the U.K. Lessor. The U.K. Finance
Leases are structured so that the LC Banks may not make claims
for reimbursement against the Subsidiaries or the Vessels for
amounts paid or capable of being drawn under the Letters of
Credit, other than claims in respect of funds on deposit in the
LC Accounts (including interest thereon), except in the event
that such funds are returned to the Subsidiaries or paid to a
creditor or a trustee or similar official and then only to the
extent of such returned or paid funds. In addition, the U.K.
Lessor may not make claims against the Subsidiaries or the
Vessels for amounts otherwise due under the U.K. Finance Leases
and capable of being drawn under the Letters of Credit, except to
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the extent that the Charterer has paid to a Subsidiary under the
Charters separate amounts denominated in Pounds Sterling
("Sterling Hire") for the sole purpose of enabling the
Subsidiaries to meet their obligations to the U.K. Lessor.
The U.K. Lessor, the Charterer and each Subsidiary (with
the consent of the Charterer) may not terminate the U.K. Finance
Leases apart from under certain conditions and upon such
termination a termination sum (the "Termination Sum") will be
payable to the U.K. Lessor. One of those conditions includes the
termination of the Charter and the failure to substitute an
acceptable replacement charter. The recourse of the U.K. Lessor
against the Subsidiaries or the Vessels for all or any portion of
the Termination Sum will be limited to amounts capable of being
drawn under the Letters of Credit and to any amounts paid in
respect thereof by the Charterer to the Subsidiaries as Sterling
Hire. To the extent the Termination Sum exceeds the amount
capable of being drawn under the Letters of Credit, the Charterer
will be obligated to pay the U.K. Lessor the difference. Also,
upon termination, the U.K. Lessor will agree to sell its interest
in the related Vessel and to allow the relevant Subsidiary to
control the disposition of such interest in the related Vessel
and to receive the net proceeds of any sale thereof except in
limited circumstances. However, the Subsidiaries' rights will be
subject to the rights of the agent on behalf of the lenders under
the Credit Facility, as described below, who will be entitled to
control such disposition in certain circumstances.
THE CREDIT FACILITY
The Company has entered into the Credit Facility with a
syndicate of international lenders, pursuant to which the Company
on the Delivery Date borrowed $145.6 million in the form of term
loans. Of such amount, $125.4 million was in respect of five
loans (the "Primary Loans"), each in respect of a Vessel, and
$20.2 million was in respect of five loans (the "Amortizing
Loans"), each in respect of a Vessel. The Primary and Amortizing
Loans are equal to approximately 31.65% of the purchase price of
the Vessels, which was $439,821,545 million in the aggregate.
Each Primary Loan will mature on August 27, 2004. Principal on
the Amortizing Loans is amortized in equal quarterly installments
beginning on April 15, 1997 through January 15, 2000. Whether or
not the term of any of the Charters is extended, the Company is
obligated to repay the borrowings under the Credit Facility on
the maturity date. The Credit Facility provides for payment of
interest on the outstanding principal balance of each of the
Primary Loans and on the Amortizing Loans quarterly, in arrears,
at a floating interest rate based on the rate in the London
interbank eurocurrency market. However, the Company has entered
into an interest rate swap transaction (the "Swap") with Goldman
Sachs Capital Markets, L.P., an affiliate of Goldman, Sachs & Co.
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(the "Swap Counterparty"), so that it has effectively fixed its
interest rate on the Primary Loans and the Amortizing Loans at
the rate of approximately 7.14% and 6.51%, respectively, per
annum.
If a Subsidiary sells or disposes of the related Vessel
or the Company sells or disposes of its shareholding in such
Subsidiary, or the U.K. Lessor sells or otherwise disposes of its
interest in a Vessel and rebates the proceeds thereof to the
Subsidiary the Company will be obligated to make a loan
prepayment in respect of the Credit Facility which will be
applied against the Primary Loans and Amortizing Loans in a
manner depending upon whether the disposal occurred prior to, or
on or after February, 2004.
The Credit Facility is secured by, among other things, a
pledge by the Company of 100% of the issued and outstanding
capital stock of the Subsidiaries, a guarantee from each
Subsidiary, a mortgage on each Vessel (collectively, the
"Mortgages"), assignments of the Charters and the Charter
Guaranties and an assignment of the U.K. Lessor's rights to take
title to the Vessels and the proceeds from the sale or any
novation thereof. The Credit Facility is not guaranteed by the
Charterer or the Charter Guarantors. The failure by the Company
to make payments due and payable under the Credit Facility could
result in the acceleration of all principal and interest on the
Credit Facility, the enforcement by the lenders under the Credit
Facility of their rights with respect to the security therefor,
and the consequent forfeiture by the Company of one or more of
the Vessels. The Credit Facility and the Swap also provide for
other customary events of default.
The Credit Facility contains a number of covenants made
by the Company and each of the Subsidiaries that, among other
things, restrict the ability of the Company to incur additional
indebtedness, pay dividends if the Company is in default, change
the business conducted by the Company, create liens on assets or
dispose of assets. In addition, upon termination of a Charter,
the Company and the relevant Subsidiary will be subject to
additional covenants pursuant to the Credit Facility pertaining
primarily to the maintenance and operation of the Vessels.
THE CHARTERER AND CHARTERS
The Charterer is Shell International Petroleum Company
Limited, a wholly-owned subsidiary of The Shell Petroleum Company
Limited, which, in turn, is a subsidiary of N.V. Koninklijke
Nederlandsche Petroleum Maatschappij, which owns 60% of its share
capital, the remaining 40% being owned by The "Shell" Transport
and Trading Company, p.l.c.
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The principal activities of the Charterer are to buy,
sell and otherwise deal in, and to transport, crude oil,
petroleum products and coal and to provide services to the
companies of the Royal Dutch/Shell Group of Companies. The
Charterer currently charters the Vessels from the Subsidiaries
under the Existing Charters.
Pursuant to the Charters, each Vessel is chartered for
an initial term of seven years (ending in February, 2004) plus,
subject to the notice requirement described below, at the option
of the Charterer, if not extended as described below, up to 90
days plus up to 30 days thereafter. Each Charter is subject to
extension at the option of the Charterer for an additional period
of seven years plus, subject to the notice requirement described
below, at the option of the Charterer, up to 90 days plus up to
30 days thereafter upon at least eight months' prior notice of
such extension, which notice shall be irrevocable. The obligation
of the Charterer to pay charterhire for the Vessels commenced on
the Delivery Date. The Charterer is obligated to give written
notice (which shall be irrevocable), not less than three months
prior to the seventh or as applicable, the fourteenth,
anniversary of the Delivery Date (February, 2004 and February,
2011, respectively), of the number of days, if any, by which the
original term or the extended term, respectively, of a Charter
will extend beyond such anniversary.
Pursuant to the terms of the Charters, the Charterer's
obligation to pay charterhire for the entire charter period is
absolute, whether there is a 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 Charter Guarantors have
agreed to guarantee all of the Charterer's obligations under each
of the Charters.
A Subsidiary has the right to assign the income it
receives under the relevant Charter without the Charterer's
consent; however, the Subsidiary may not otherwise assign its
rights and obligations under such Charter, without the prior
written consent of the Charterer, which consent shall not be
unreasonably withheld, provided that for this purpose (i) a
transfer of the legal ownership of the shares of a Subsidiary
shall be deemed to be an assignment of such rights and
obligations by such Subsidiary for which the Charterer's consent
shall be required, and (ii) without limitation, it shall be
reasonable for the Charterer to withhold its consent to a
transfer and assignment by a Subsidiary of its rights and
obligations under the relevant Charter to a person or entity with
whom the Charterer does not wish, in good faith, for policy or
other reasons to enter into a business relationship.
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The Charterer may not assign its rights and obligations
under each of the Charters nor may it charter a Vessel by demise,
to any company other than a company of the Royal Dutch/Shell
Group of Companies without the prior written consent of the
relevant Subsidiary, which consent shall not be unreasonably
withheld. The Charterer may otherwise charter a Vessel without
the prior consent of the relevant Subsidiary, provided that the
Charterer remains responsible as principal (or appoints another
person to be responsible in its stead) for navigating and
managing such Vessel throughout the period of such Charter and
for defraying all expenses in connection with such Vessel
throughout such period. In any such case the Charterer will
remain liable for payment and performance of the Charterer's
obligations under such Charter and the relevant Charter Guaranty
shall remain in effect with respect to such Charter.
Under each Charter, the Charterer is liable for all
expenses of operating, repairing and maintaining the related
Vessel, other than the initial registration expenses of such
Vessel, and bears all risk of loss of or damage to such Vessel
during the term of such Charter. In addition, a Subsidiary (i)
has no liability to the Charterer for breaches of any of its
representations or warranties made to the Charterer with respect
to the Vessel owned by such Subsidiary, except to the extent of
actual recoveries made by a Subsidiary from third parties in
relation thereto, and (ii) is not liable to continue to supply a
Vessel or any part thereof if, following the delivery of such
Vessel under a Charter, such Vessel or any part thereof is lost,
damaged rendered unfit for use, confiscated, seized,
requisitioned, restrained or appropriated and, in any such case
or for any reason whatsoever, the charterhire payable in respect
of such Vessel shall continue to be payable.
The Charterer is obligated under each Charter to
indemnify the relevant Subsidiary and the Company in respect of
events arising prior to and through the term of the Charters with
respect to, among other things (i) all costs and expenses of
operating, maintaining and replacing all parts in respect of the
Vessels and (ii) all liabilities, claims and proceedings claimed
by anyone arising in any manner out of, among other things, the
operation or chartering of the Vessels, including environmental
liabilities, other than liabilities arising out of the gross
negligence or willful misconduct of such Subsidiary or the
Company. The indemnities provided in the Charters continue in
full force (in respect of events occurring during the pendency of
a Charter) notwithstanding termination or expiration of such
Charter. All amounts payable under the Charters by the Charterer,
including indemnity payments, are required to be paid free from
and without deduction for certain taxes specified in the Charter.
The Charterer has the right at its expense to assume the defense
of indemnified claims.
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During the term of each Charter, the Charterer is
required, at its own cost, (a) to maintain the related Vessel, as
well as the machinery, cargo handling and other equipment,
appurtenances and spare parts thereof, in the same good state of
repair and efficient operating condition as other vessels owned
or operated by companies of the Royal Dutch/Shell Group of
Companies, ordinary wear and tear excepted, and (b) to keep each
Vessel with unexpired classification of Lloyds Register of
Shipping and with other required certificates (including, without
limitation, those required by the Vessel's country of registry).
In addition, the Charterer is required to drydock such Vessel and
clean and paint its underwater parts whenever the same shall be
necessary, in accordance with the practices applied to other
vessels owned or operated by companies of the Royal Dutch/Shell
Group of Companies. A Subsidiary shall have the right, at any
time on reasonable notice to the Charterer and at such
Subsidiary's expense, to inspect or survey the relevant Vessel,
to ascertain that such Vessel is being properly repaired and
maintained, provided that such inspection or survey will not
interfere with such Vessel's trading requirements and such
Subsidiary shall be required to rebate to Charterer a sum
equivalent to charterhire payable during any period of drydocking
caused solely by the subsidiary's inspection and survey.
Pursuant to the Charters, the Charterer is obliged to
maintain marine (hull and machinery), war, protection and
indemnity and pollution risk insurance on each Vessel in a manner
consistent with insurance arrangements currently in force in
relation to similar vessels owned or operated by companies of the
Royal Dutch/Shell Group of Companies, provided that the Charterer
is entitled to self insure with respect to marine (hull and
machinery) and war risks.
CHARTERHIRE
The daily charterhire rate payable under each Charter is
comprised of two primary components: (i) the Base Rate, which is
a fixed minimum rate of charterhire equal to $22,069 per Vessel
per day, payable quarterly in arrears, and (ii) Additional Hire,
which is additional charterhire (determined and paid quarterly in
arrears and may equal zero) that will equal the excess, if any,
of a weighted average of the daily time charter rates for three
round-trip trade routes traditionally served by VLCCs, less an
agreed amount of $10,500 during the initial term of the Charters,
and $14,900 for any extended term, representing daily operating
costs over the Base Rate. This charterhire computation is
intended to enable the Company to receive the greater of (i) an
average of prevailing spot charter rates for VLCCs trading on
such routes after deducting daily operating costs of $10,500
during the initial term of the Charters, and $14,900 for any
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extended term and (ii) the Base Rate.
The Charterer has also been obligated to pay
Supplemental Hire quarterly in arrears until January 15, 2000 in
fixed amounts that were calculated with reference to the swap
fixed interest rate under the Credit Facility and which were
equivalent to amounts due under the Amortizing Loan. Supplemental
Hire therefore served the Company's business purpose of repaying
the Amortizing Loan. The Charterer was obligated to pay
supplemental Hire as set forth below:
January 15, 1999...................$1,819,615
April 15, 1999 ....................$1,789,599
July 15, 1999......................$1,763,484
October 15, 1999...................$1,736,769
January 15, 2000...................$1,709,153
The amount of Additional Hire, if any, that is payable is calculated
based on a determination of the London Tanker Brokers Panel (the "Brokers
Panel") or another panel of brokers mutually acceptable to the Subsidiaries
and the Charterer of the average spot rates (the "Average Spot Rates") in
Worldscale points over the three months ending on the last day of the month
preceding the relevant charterhire payment date (the "Hire Payment Date") on
the following three standard notional round voyage routes and cargo sizes for
similar ships:
(A) Arabian Gulf to Rotterdam with 280,000 tonnes of
cargo;
(B) Arabian Gulf to Singapore with 260,000 tonnes of
cargo; and
(C) Arabian Gulf to Japan with 260,000 tonnes of cargo.
The determination of the Brokers Panel shall be binding upon both
the Subsidiaries and the Charterer. "Worldscale" is an index
commonly used in the tanker industry for calculating freight
rates in the spot charter market.
THE CHARTER GUARANTIES
The Charter Guarantors have entered into the separate
joint and several Charter Guaranties in favor of the Company and
each Subsidiary. Pursuant to the Charter Guaranties, the Charter
Guarantors on a joint and several basis fully and unconditionally
guarantee the prompt payment and performance by the Charterer of
all its obligations under and in connection with each Charter to
the relevant Subsidiary and certain indemnification obligations
under the Charters to the Company. The Charter Guaranties do not
confer any rights or remedies thereunder on any person, other
than the Company and the Subsidiaries, and are not guaranties of
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the payment of dividends or any other amounts to the holders of
Common Shares. As the Charter Guarantors are holding companies,
the Charter Guaranties are effectively subordinated to the debt
of their subsidiaries which are operating companies.
DIVIDEND POLICY
The Company policy is to pay quarterly distributions to
holders of record of Common Shares in each January, April, July
and October in amounts substantially equal to the charterhire
received by the Company under the Charters, less cash expenses
and less any reserves required in respect of any contingent
liabilities. Currently, the Company does not have any material
cash expenses other than (i) a management fee of $750,000 per
annum, payable to the Manager (the "Management Fee") (ii) certain
directors' and officers' liability insurance premiums in the
current amount of $90,000 per annum, (iii) the agent bank annual
fee of $50,000 and (iv) payment of interest on the Primary Loans.
Until January 15, 2000, when the Amortizing Loans were satisfied,
the Company also paid interest and principal on the Amortizing
Loans (which were equivalent to the amounts of Supplemental
Hire). Any lease payments under the U.K. Finance Leases are
expected to be paid under the Letters of Credit or otherwise by
the Charterer, and therefore are not considered cash expenses of
the Company and are not expected to reduce amounts available to
the Company for the payment of distributions to shareholders.
Declaration and payment of any dividend is subject to the
discretion of the Company's Board of Directors. The declaration
and payment of distributions to shareholders is prohibited if the
Company is in default under the Credit Facility or if such
payment would be or is reasonably likely to result in an event of
default under the Credit Facility. Any payment of distributions
to shareholders by the Company in any year may also be dependent
upon the adoption by the holders of a majority of the Common
Shares voting at the annual meeting of shareholders of the
Company of a resolution effectuating a reduction in the Company's
share premium and a credit to the Company's contributed capital
surplus account. The Company's shareholders adopted such a
resolution at the Company's annual general meeting in March,
1998. The timing and amount of dividend payments will be
dependent upon the Company's earnings, financial condition, cash
requirements and availability, the provisions of Bermuda law
affecting the payment of distributions to shareholders and other
factors.
There can be no assurance that the Company will not have
other expenses, including extraordinary expenses, which could
include costs of claims and related litigation expenses, which
are not covered by the indemnification provisions of the
Charters, or that the Company will not have contingent
liabilities for which reserves are required. As an "exempted"
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Bermuda company, the Company does not expect to pay any income
taxes in Bermuda. The Company also does not expect to pay any
income taxes in the Cayman Islands (the jurisdiction of
organization of the Subsidiaries) or the Isle of Man (the
jurisdiction in which the Vessels are registered).
In 1999, 1998 and 1997, the Company paid the following
distributions to shareholders per Common Share:
RECORD DATE PAYMENT DATE AMOUNT PER SHARE
1999
January 25, 1999 February 9, 1999 $0.45
April 26, 1999 May 11, 1999 $0.45
July 27, 1999 August 11, 1999 $0.45
October 26, 1999 November 10, 1999 $0.45
1998
January 26, 1998 February 10, 1998 $0.75
April 27, 1998 May 12, 1998 $0.45
July 27, 1998 August 11, 1998 $0.63
October 26, 1998 November 10, 1998 $0.53
1997
April 25, 1997 May 9, 1997 $0.17
July 25, 1997 August 11, 1997 $0.45
October 27, 1997 November 13, 1997 $0.64
Because each of the Primary Loans matures after the
initial term of the Charters and must be repaid or refinanced at
such time, the Company may, in the last year of the initial term
of a Charter, set aside amounts for payment of interest and
principal which would be due on the related Primary Loan
following termination of such Charter in the event the Charterer
does not renew such Charter or the Company cannot arrange to
recharter or sell the Vessel as of the expiration date of such
Charter. In addition, the Company may have to set aside amounts
in the last year of the initial term of a Charter in anticipation
of costs that may be incurred in connection with the resale or
rechartering of the Vessel in the event the Charterer does not
renew such Charter. These amounts would not be available for the
payment of distributions to shareholders at such time.
It is expected that any cash distributions by the
Company will exceed the Company's earnings and profits for U.S.
tax purposes, with the result that for each full year that the
Charters are in place a portion of such distributions may be
treated as a return of the "basis" of a U.S. holder's Common
Shares. The Company is a passive foreign investment company
("PFIC"), and as a result U.S. Holders must make a timely tax
election known as "QEF Election" with respect to the Company in
order to prevent certain tax penalties from applying to such U.S.
holder. The Company intends to provide all necessary tax
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information to shareholders during February of each year in order
that they may make such election. For the year ended December
31, 1999, the Company mailed such tax information to its
shareholders in February, 2000, along with the proxy materials
for its 2000 annual general meeting.
LIMITED PURPOSES OF THE COMPANY
The business of the Company is limited by its Bye-Laws
to the consummation of the transactions described above and
related activities including the ownership of the Subsidiaries
engaged in the acquisition, disposition, ownership, leasing and
chartering of the Vessels and engaging in activities necessary,
suitable or convenient to accomplish, or in connection with or
incidental to, the foregoing, including entering into the Credit
Facility and the U.K Finance Leases and the refinancing thereof.
During the terms of the Charters, the Company expects that its
only source of operating revenue from which the Company may pay
distributions to shareholders on the Common Shares will be cash
payments from the Subsidiaries to the Company. Also, during the
terms of the Charters, the Subsidiaries' only source of operating
revenue will be charterhire paid to the Subsidiaries by the
Charterer. The Company's Bye-Laws may be amended only upon the
affirmative vote of 66-2/3% of the outstanding Common Shares,
and, insofar as the Company's purposes or powers are concerned or
insofar as the interests of the lenders under the Credit Facility
are prejudiced, with the approval of the lenders under the Credit
Facility. In addition, the Company and the Subsidiaries have
agreed with the Charterer not to take certain acts which would
subject them to general jurisdiction of the U.S. courts.
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 the 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 charterhire
rates and vessel values resulting from changes in the supply of
and the demand for crude oil and in tanker capacity. The demand
for tankers is influenced by, among other factors, the demand for
crude oil, 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. In addition, the Company anticipates that the future
demand for VLCCs, such as the Vessels, will also be dependent
upon continued economic growth in the United States, Continental
Europe and the Far East and competition from pipelines and other
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sizes of tankers. Adverse economic, political, social or other
developments in any of 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
VLCCs may not necessarily grow and may even decline. 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 incremental 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. All of the factors influencing the supply of and
demand for oil tankers 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
three round-trip trade routes between the following locations:
(i) the Arabian Gulf and Rotterdam, The Netherlands, (ii) the
Arabian Gulf and Japan and (iii) the Arabian Gulf and Singapore.
Therefore, the demand for oil in the areas serviced by such
routes could have a significant effect on the amount of
Additional Hire that may be payable. There can be no assurance
that Additional Hire will be payable for any quarter.
Limited Opportunities for VLCCs; Dependence on Arabian
Gulf Crude Oil. VLCCs are specifically designed for the
transportation of crude oil and, due to their size, are used to
transport crude oil primarily from the Arabian Gulf to the Far
East, Northern Europe, the Caribbean and the Louisiana Offshore
Oil Port ("LOOP"). While VLCCs are increasingly being used to
carry crude oil from other areas, any decrease in shipments of
crude oil from the Arabian Gulf would have a material adverse
effect on the Company at any time after the expiration or
termination of the Charters (or earlier if such decrease
adversely affects charterhire rates for shipments from the
Arabian Gulf). Among the factors which could lead to such a
decrease are (i) increased crude oil production from non-Arabian
Gulf areas, (ii) increased refining capacity in the Arabian Gulf
area, (iii) increased use of existing and future crude oil
pipelines in the Arabian Gulf area, (iv) a decision by Arabian
Gulf oil-producing nations to increase their crude oil prices or
to further decrease or limit their crude oil production,
(v) armed conflict in the Arabian Gulf or along VLCC trading
routes, (vi) political or other factors and (vii) the development
and the relative costs of nuclear power, natural gas, coal and
other alternative sources of energy.
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Economic Trends. VLCC demand is primarily a function of
demand for Arabian Gulf crude oil, which in turn is primarily
dependent on the economies of the world's industrial countries
and competition from alternative energy sources. A wide range of
economic, political, social and other factors can significantly
affect the strength of the world's industrial economies and their
demand for Arabian Gulf crude oil. One such factor is the price
of worldwide crude oil. The world's oil markets have experienced
high levels of volatility in the last 25 years. If oil prices
were to rise dramatically, the economies of the world's
industrial countries may experience a significant downturn.
VESSEL VALUES
General. Tanker values have generally experienced high
volatility. 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 or earlier at the time
of their sale.
Oversupply. Since the mid-1970s, during most periods
there has been a substantial worldwide oversupply of crude oil
tankers, including VLCCs. In addition, the market for secondhand
VLCCs 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 VLCCs would adversely affect market conditions.
ENVIRONMENTAL AND OTHER REGULATIONS
The IMO is an agency organized in 1948 by the United
Nations. Over 150 national governments are members of the IMO,
whose purpose is to develop international regulations and
practices affecting shipping and international trade and to
encourage the adoption of standards of safety and navigation.
During the last 35 years, the IMO has initiated over 700
resolutions and 30 major conventions and protocols. All IMO
agreements must be ratified by the individual government
constituents. Outside the United States, many countries have
ratified and follow the liability scheme adopted by the IMO and
set out in the International Convention on Civil Liability for
Oil Pollution Damage, 1969, as amended by a 1976 SDR Protocol and
a 1992 Protocol (the "CLC"). Under these liability conventions, a
vessel's registered owner is strictly liable for pollution damage
caused on the territorial waters of a contracting state by
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discharge of persistent oil, subject to certain complete
defenses. In countries in which the 1969 CLC applies the limit of
liability is on a sliding scale starting at US$ 1.80 per
limitation ton (net ton up to a maximum of US$ 19 million). In
countries in which the 1992 CLC applies the limitation is
calculated as follows: US$4 million for vessels not exceeding 500
gross tons raising by US$ 568 per gross ton to US$ 80 million.
The exact amount of liability is tied to a unit of account (SDR)
which varies according to a basket of currencies. The right to
limit liability is forfeited where the spill is caused by the
owner's actual fault or privity. Vessels trading to contracting
states must establish evidence of insurance covering the limited
liability of the owner. In jurisdictions where the CLC has not
been adopted, various legislative schemes or common law govern,
and liability is imposed either on the basis of fault or in a
manner similar to the CLC.
On March 6,1992, the IMO adopted regulations which set
forth new and upgraded requirements for pollution prevention for
tankers. These regulations went into effect on July 6,1995 in the
Isle of Man, the jurisdiction in which the Vessels are
registered. The regulations state, in part, that (i) tankers
between 25 and 30 years old must be of double hull construction
or of a mid-deck design with double side construction, unless
they have wing tanks or double bottom spaces, not used for the
carriage of oil, which cover at least 30% of the length of the
cargo tank section of the hull or trades the vessel in
hydrostatistical balance which ensures at least the same level of
protection against oil spills in the event of collision or
stranding, (ii) tankers 30 years or older must be of double hull
construction or mid-deck design with double side construction,
and (iii) all tankers will be subject to enhanced inspections. In
addition, the regulations provide, in part, that a tanker must be
of double hull construction or a mid-deck design with double side
construction or be of another approved design ensuring the same
level of protection against oil pollution in the event that such
tanker (i) is the subject of a contract for a major conversion or
original construction on or after July 6,1993, (ii) commences a
major conversion or has its keel laid on or after January 6,
1994, or (iii) completes a major conversion or is a newbuilding
delivered on or after July 6, 1996. All of the Vessels have
double hulls and comply with the IMO regulations.
The operation of the Vessels is also affected by the
IMO's newly adopted ISM Code, which 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 Vessels. Although compliance with the ISM
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Code is the responsibility of the Charterer, the Company may
become primarily responsible for compliance with the ISM Code if
the Charterer were to default in its obligations under the
Charters.
The IMO continues to review and introduce new
regulations on a regular basis. It is impossible to predict what
additional regulations, if any, may be passed by the IMO, whether
those regulations will be adopted by member countries and what
effect, if any, such regulations might have on the operation of
oil tankers. The Charterer has advised the Company that it
currently intends to use the Vessels to deliver crude oil
primarily to Northern Europe, East Asia, the United States and
the Gulf of Mexico (primarily LOOP) from oil producing areas in
the Arabian Gulf. Because patterns of world crude oil trade are
not constant, the Vessels may load crude oil in any crude oil
producing areas of the world for delivery to areas where oil
refineries are located. In the Company's opinion, trading of the
Vessels in such areas will not expose the Vessels to regulations
more stringent than those of the United States and/or the IMO.
However, additional laws and regulations may be adopted which
could limit the use of oil tankers such as the Vessels in oil
producing and refining regions.
UNITED STATES REGULATION
On August 18, 1990, OPA was enacted and became effective
in the United States. OPA applies to all owners, operators and
bareboat charterers of vessels that trade to the United States or
its territories or possessions or operate in United States
waters, which include the United States territorial seas and the
two hundred nautical mile exclusive economic zone of the United
States. Under OPA, Responsible Parties (as defined therein) are
strictly liable on a joint and several basis for discharges of
oil (unless the discharge results solely from the act or omission
of a third party (subject to certain statutory qualifications the
effects of which have not been determined by any judicial
interpretation), an act of God or an act of war) for all oil
spill containment and clean-up costs and other damages arising
from actual and threatened discharges of oil pertaining to their
vessels in the 200 mile exclusive economic zone of the United
States. These other damages include (i) natural resources damages
and the costs of assessment thereof, (ii) real and personal
property damages, (iii) net loss of taxes, royalties, rent, fees
and other lost government revenues, (iv) lost profits or
impairment of earning capacity due to property or natural
resources damage, (v) net cost of public services necessitated by
a spill response, such as protection from fire, safety or health
hazards, and (vi) loss of subsistence use of natural resources.
OPA limits the strict liability of Responsible Parties to the
greater of $1,200 per gross ton or $10 million per tanker
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(subject to possible adjustment for inflation), or approximately
$188.4 million per Vessel. However, this limit does not apply if
the incident is caused by violation of applicable United States
federal safety, construction or operating regulations, or gross
negligence or willful misconduct by the Responsible Party or that
of a person in a contractual relationship with the Responsible
Party, or if the Responsible Party failed or refused to report
the incident or to cooperate and assist in connection with oil
removal activities. There are no limits to U.S. state law
liability.
Under OPA, with certain limited exceptions, all newly
built or converted tankers operating in United States waters must
be built with double hulls conforming to particular
specifications. Tankers that do not have double hulls are subject
to structural and operational measures to reduce oil spills and
will be phased out by the year 2015. All of the Vessels will
comply at delivery with the double hull requirements. In
addition, OPA specifies vessel manning, equipment and other
construction requirements that are in various stages of
development by the USCG applicable to new and to existing
vessels.
The USCG has issued a rule which requires evidence of
financial responsibility equal to the aggregate of OPA's strict
liability limit of $1,200 per gross ton and $300 per gross ton
for potential liability for discharges of hazardous substances
pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended ("CERCLA"),
Such financial responsibility, evidenced by issuance of a
Certificate of Financial Responsibility ("COFR"), may be
demonstrated by a guaranty in the form of acceptable insurance,
surety bond, self-insurance or other means approved by the USCG.
The rule states that claimants may bring suit directly against an
insurer, surety or other party that furnishes the guaranty. In
the event that such insurer, surety or other party is sued
directly, it is limited to asserting the following defenses: (i)
the defense that the incident was caused by the willful
misconduct of the responsible party; (ii) the defenses available
to the Responsible Party under OPA or CERCLA; (iii) the defense
that the claim exceeds the amount of the guaranty; (iv) the
defense that the claim exceeds the property amount of the
guaranty based on the gross tonnage of the vessel; and (v) the
defense that the claim has not been made under either OPA or
CERCLA. Certain insurance organizations, which typically provide
guaranties, including the major P&I Associations which cover
pollution risks, have refused to furnish guaranties for
Responsible Parties under the USCG rule. Accordingly, Responsible
Parties have procured other sources of financial guaranties at
additional cost. Under the Charters, the Charterer will be
responsible for obtaining a COFR covering the Vessels and for all
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other costs of compliance with environmental laws and
regulations.
Owners or operators of tankers operating in United
States waters must file vessel response plans with the USCG, and
their tankers must operate in compliance with USCG approved
plans. Such response plans must, among other things: (i) identify
and ensure, through contract or other approved means, the
availability of necessary private response resources to respond
to a "worst case" discharge or to a substantial threat of a worst
case discharge of oil or a hazardous substance; (ii) describe
crew training and drills; and (iii) identify a qualified
individual with full authority to implement removal actions. If
the Charterer intends to trade a Vessel to or from the United
States, it must, pursuant to the terms of the Charter, prepare
and file such a plan with the USCG at its own expense.
OPA specifically permits individual states to impose
their own liability regimes with regard to oil pollution
incidents occurring within their boundaries, and many states have
enacted legislation providing for unlimited liability for oil
spills.
It is impossible to predict what additional legislation,
if any, may be promulgated by the United States or any other
country or authority.
LOSS AND LIABILITY INSURANCE
General. There are a number of risks 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 each Subsidiary and the Company, and the Charter
Guarantors have agreed to guarantee such obligation, for all
liabilities arising prior to and during the term of the Charters
in connection with the chartering and operation of the Vessels,
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including, under environmental protection laws and regulations,
other than liabilities arising out of the gross negligence or
willful misconduct of such Subsidiary or the Company.
Hull and Machinery Insurance. The Charterer will be
entitled to self-insure the marine (hull and machinery) and war
risk on each Vessel. In event of loss, following full payments of
charterhire under the Charter's "hell and high water" provisions,
a lump sum payment will be made to the relevant Subsidiary on
expiration of a Charter, based upon three independent
shipbrokers' evaluations of fair market 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,
the Subsidiaries and, as required, their respective associated
companies or managers for their 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 Company expects that
the Charterer will obtain coverage to the fullest extent from
time to time available on normal terms from members of the
International Group of P&I Associations (currently approximately
$ 4.25 billion, with the exception of oil pollution liability,
which has been available up to $500 million per Vessel per
accident increasing to $ 1.0 billion from February 20, 2000). The
Company believes that the Charterer has entered each of the
Vessels 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, a
Subsidiary) 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.
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,
officers or affiliates of the registrant are currently pending
and no such proceedings are known to be contemplated by any
governmental authorities.
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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. As of February 2, 2000, no person known to the
Company was the beneficial owner of more than 10% of the
Company's voting securities.
ITEM 5 - NATURE OF TRADING MARKET
The following table sets forth the high and low
closing prices of the Common Shares on the Nasdaq National Market
for each of the quarters indicated.
NASDAQ
For the quarter ended: HIGH LOW
March 31, 1999 12 16 3/4
June 30, 1999 18 7/8 16 3/4
September 30, 1999 18 1/4 15 3/8
December 31, 1999 16 12 7/8
On February 2, 2000, the closing price of the Common
Shares as quoted on the National Market was $12 15/16. On such
date there were 17,100,000 Common Shares outstanding, 17,096,700
of which, representing 99.98% of the Common Shares outstanding,
were held of record in the United States.
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 prior to the offering thereof.
The transfer of shares between persons regarded as
resident outside Bermuda for exchange control purposes and the
issuance of 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 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
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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
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
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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 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 balance sheet as of December
31, 1999 and 1998, and statement of operations for the year ended
December 31, 1999 and 1998, 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
and operating information provided should be read in conjunction
with the accompanying Financial Statements and the related notes
thereto, and the discussion under "Item 9 - Managements
Discussion and Analysis of Financial Condition and Results of
Operation" included elsewhere herein.
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CONSOLIDATED BALANCE SHEETS
(in U.S. Dollars)
ASSETS
Current assets Dec 31, 1999 Dec 31, 1998
Cash $ 70,695 $ 315,223
Current installments of notes
receivable 1,681,538 6,726,152
Charter hire receivable 10,175,142 10,268,805
Prepaid expenses 14,525 14,000
Total current assets 11,941,900 17,324,180
Notes receivable - 1,681,538
Vessels under capital lease,
less accumulated depreciation
of $50,041,913 and $32,449,054 389,779,632 407,372,491
Capitalized financing fees and
expenses, less accumulated
amortization of $1,056,835 and
$685,291 1,543,969 1,915,513
TOTAL ASSETS $403,265,501 $ 428,293,722
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses and other
current liabilities $ 2,206,021 $ 2,300,568
Current installments of
credit facility 1,681,538 6,726,152
TOTAL CURRENT LIABILITIES 3,887,559 9,026,720
Credit facility 125,397,399 127,078,936
SHAREHOLDERS' EQUITY
COMMON SHARES, PAR VALUE $0.01 PER SHARE:
Authorized and outstanding
17,100,000 171,000 171,000
Contributed capital surplus
account 273,809,543 292,017,066
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TOTAL SHAREHOLDERS' EQUITY 273,980,543 292,188,066
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 403,265,501 $ 428,293,722
============== =============
See notes to consolidated financial statements.
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CONSOLIDATED STATEMENTS OF OPERATIONS
(in U.S. Dollars)
JAN 1, 1999 JAN 1, 1998
- DEC 31, 1999 - DEC 31, 1998
CHARTER HIRE REVENUE $ 40,275,925 $ 45,039,385
OPERATING EXPENSES:
Depreciation of vessels under
capital leases -17,592,860 -17,592,860
Management fee -750,000 -750,000
Administration expenses -91,022 -91,140
----------- -------------
OPERATING INCOME 21,842,043 26,605,385
Interest income 401,087 888,120
Interest expense -9,249,110 -9,686,142
Other financial costs -421,544 -421,543
NET INCOME $ 12,572,476 $ 17,385,820
=========== =============
Earnings per common share $0,74 $1.02
Number of shares outstanding 17,100,000 17,100,000
============ ==============
See notes to consolidated financial statements.
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ITEM 9 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
In February, 1997, the Company offered and sold to the public
16,100,000 Common Shares at the initial public offering price of
$20 per share. Simultaneously the Company sold 1,000,000 Common
Shares at a price of $20 per share to ICB International Ltd. The
Company is managed by the Manager, which is another wholly owned
subsidiary of ICB Shipping AB.
The Company's five subsidiaries each purchased one VLCC from
their previous owner on February 27, 1997 and immediately
delivered the Vessels to the Charterer under five separate "hell
and high water" bareboat charters, each with a minimum term of
seven years with an option for the Charterer to extend the period
for each Vessel with another seven year period.
THE CHARTERS
Under the Charters, the Charterer pays the higher of a base
rate of hire or a spot market related rate. The charterhire is
payable quarterly in arrears and the spot market rate of hire is
assessed on a quarterly basis. In each quarter where the spot
market related rate is lower than the base rate the charterhire
payable is the base rate. In each quarter where the spot market
related rate is higher than the base rate, the spot market
related rate is payable.
The base rate is the aggregate of a bareboat charter
component of $22,069 per vessel per day and an operating element
of $10,500 per day (in the first seven years) which result in a
time charter equivalent rate of $32,569 per day.
The spot market related rate is assessed through a formula
agreed between the Company and the Charterer and based on market
awards provided by the London Tanker Broker Panel. The London
Tanker Broker Panel is asked to provide for each quarter the
average spot rates for three standard notional round voyages for
ships similar to the Vessels:
i) Arabian Gulf to Rotterdam with 280,000 tonnes of cargo;
ii) Arabian Gulf to Singapore with 260,000 tonnes of cargo;
and
iii) Arabian Gulf to Japan with 260,000 tonnes of cargo.
26
<PAGE>
The relevant spot rates are weighted with (i) representing
50% and (ii) and (iii) each representing 25% when the spot market
related rate is determined.
The calculated spot market related rates for 1999 were
for the first quarter 1999 $31,003
for the second quarter 1999 $18,330
for the third quarter 1999 $17,498
for the fourth quarter 1999 $15,421
As a consequence, charterhire was payable at the Base Rate
for all quarters of 1998. The charterhire payment for the fourth
quarter of 1999 was received in 2000.
THE TANKER MARKET
According to preliminary data from industry sources which the
Company has not verified, global oil demand is estimated to have
been 75.5 million barrels per day in 1999, up 1.8 % from the year
before, driven by the continued strong economic growth in North
America and recovering Asian economies. Against this the OPEC oil
producers have proven to be determined not to increase output,
resulting in sharply higher oil prices.
As Middle East OPEC producers have largely maintained their
reduced quotas since April 1999, the VLCC market has been
affected negatively. With non-OPEC production insufficient to
satisfy the growth in demand, the oil market is largely in the
hands of OPEC. An increase in OPEC production can be expected
during 2000, and will result in increased demand for VLCC
transport.
35 VLCC's were sold for demolition during the year, while 31
newbuildings were delivered. 25 newbuilding contracts were signed
during the year, leading the orderbook to stand at 77 vessels,
about 18 % of the existing fleet. 41 of these are scheduled for
delivery in 2000. Demolition activity increased sharply in the
fourth quarter, as higher bunker costs together with the weak
market placed older VLCC's at a disadvantage. This trend is
expected to continue in 2000, as about 70 VLCC's will have
reached their 25th year by the end of the year.
VLCC earnings averaged $ 21,300 per day for modern vessels on
West bound voyages from the Arabian Gulf, although the trend was
declining throughout the year with fourth quarter earnings
averaging only $ 15,800 per day. This was a sharp decline
compared to the corresponding figures for 1998 when modern VLCCs
earned $ 33,600 per day on average for the year and $ 29,800 per
day in the fourth quarter.
27
<PAGE>
YEAR ENDED DECEMBER 31, 1999 COMPARED TO 1998
CHARTERHIRE
In total, charterhire earned during 1999 decreased by 10.6 %
to $40,275,925 from $45,039,385 for the period ending December
31, 1998. This amount was charterhire paid at the Base Rate. In
1998 Additional Hire of $4,763,460 was earned ($8,217,440 in
1997). Additional Hire was earned in 1998, due to the higher
market charter rates for that year, which resulted in additional
payments under the formula under which the Charterer is obligated
to pay Additional Hire.
OPERATING EXPENSES
Operating expenses during 1999 decreased by $118 to
$18,433,882 from $18,434,000 in the period ending December 31,
[5~1998. Depreciation of the Company's Vessels and the management
fee paid by the Company to the Manager in 1999 was equal to 1998.
Other administrative expenses, consisting of premiums for the
Company's directors' and officers' liability insurance decreased
by 0.1 % to $91,022 in 1999 from $91,140 in 1998. The Company
does not expect to incur significant administrative expenses,
apart from premiums in respect of the Company's directors' and
officers' and general liability insurance, which the Company
prepays on an annual basis. There can be no assurance, however,
that the Company will not have other cash expenses or contingent
liabilities for which reserves will be required.
INTEREST INCOME AND EXPENSE
Interest income during 1999 decreased by 54.8 % to $401,087
from $888,120 in 1998. The Company received interest on deposits
in the amount of $111,434 in 1999, as compared to $160,580 in
1998. Interest received from the Charterer (in the form of
Supplemental Hire) in respect of the Amortizing Loan totaled
$289,653 in 1999 as compared to $727,540 in 1998.
Interest expense decreased by 4.5 % to $9,249,110 in 1999
from $9,686,142 in 1998. Interest relating to the Primary Loan
was $8,959,457 in 1999 and 1998. Interest relating to the
Amortizing Loan was $289,653 in 1999 as compared to $726,283 in
1998, and depreciation of the Credit Facility expense was
$371,543 in 1999 and 1998. During 1999, the Company incurred a
fee to the agent bank for the Credit Facility in the amount of
$50,000. There can be no assurance that the Company will not have
other financial expenses for which reserves will be required.
28
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
Total assets of the Company at December 31, 1999, were
$403,265,501 compared to $428,293,722 at December 31, 1998.
The difference was primarily due to depreciation of the
vessels and amortization of notes receivable.
The Company's shareholders' equity at December 31, 1999, was
$273,980,543 as compared to $292,188,066 at December 31, 1998.
The decrease was due to net income for 1999 of $12,572,476 as
compared to $17,385,820 in 1998 less distributions to the
shareholders of $30,780,000 as compared to $40,356,001 in 1998.
The Company's sources of capital have been the proceeds of
its initial public offering and the Credit Facility and the U.K.
Finance Lease. While the Manager is required to bear the
Company's expenses (other than certain extraordinary expenses,
insurance premiums for directors' and officers' liability and
general liability insurance and principal and interest on account
of the Credit Facility), the Manager has no additional obligation
to make additional capital contributions to the Company. 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 Primary
Loan becomes due, or that it will not incur extraordinary
expenses. Payments of principal and interest on the Amortizing
Loan were due in quarterly installments through January 15, 2000.
The Supplemental Hire was in an amount equivalent to those
quarterly installments.
INFLATION
Management does not believe that inflation will significantly
affect the Company's expenses over the term of the Charters.
However, during the term of the Charters, inflationary pressures
could result in increased spot charter rates, thereby resulting
in an increase in Additional Hire being payable by the Charterer.
On the other hand, in the event that inflation becomes a
significant factor in the world economy, management believes that
inflationary pressures could materially and adversely affect the
market for crude oil and oil tankers (including the Vessels) and
result in increased vessel operating costs. These factors may
affect the Charterer's decision as to whether to extend the term
with respect to one or more of the Charters and may be
significant to the Company in the event that the Charterer does
not exercise such rights of extension.
29
<PAGE>
The Company's borrowings under the Credit Facility will bear
interest at a floating rate. The Company has entered into the
Swap, which effectively converts its obligations to a fixed rate,
assuming the Swap Counterparty performs its obligations
thereunder. In the event of a default by such Swap Counterparty,
the Company could face increased interest expense.
CURRENCY EXCHANGE RATES
Although the Company's activities will be conducted
worldwide, 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.
ITEM 10 - DIRECTORS AND OFFICERS OF REGISTRANT
Directors and Senior Management of the Company and the Manager
Pursuant to a Management Agreement with the Company (the
"Management Agreement"), the Manager provides management,
administrative and advisory services to the Company.
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.
THE COMPANY
NAME AGE POSITION
Clarence Dybeck 69 Director and Chairman
Ola Lorentzon 50 Director; Deputy Chairman
and Treasurer
Douglas C. Wolcott 68 Director
David M. White 60 Director
Timothy Counsell 41 Director
Chantal Hadall 30 Secretary
30
<PAGE>
THE MANAGER
NAME AGE POSITION
Johannes C.J. Michel 51 Director and Chairman
Per Eriksson 50 Director; Deputy Chairman
and Treasurer
Timothy Counsell 41 Director
Chantal Hadall 30 Secretary
Certain biographical information with respect to each director
and executive officer of the Company and the Manager is set forth
below.
Clarence Dybeck has been Chairman and a director of the Company
since September 18, 1996. Mr. Dybeck has also served as Chairman
of the Board and as a director of ICB from 1988 and 1986
respectively until 1999. Mr. Dybeck has also been Chairman of
Stockholm Chartering AB since 1990, of Arvak Ltd from 1997 until
1999 and of Acol Tankers Ltd since 1999. Mr. Dybeck has been
involved in the commercial shipping industry since 1956.
Ola Lorentzon has been Deputy Chairman, Treasurer and a director
of the Company since September 18, 1996. Mr. Lorentzon has also
been a director and President of ICB since 1987. During 1999 Mr.
Lorentzon was a director of The Swedish Protection and Indemnity
Club (SAAF), Swedish Ships Mortgage Bank and The Swedish
Shipowners' Association, Deputy Chairman of the Liberian
Shipowners Council and a member of the International Association
of Tanker Owners (Intertanko) Council.
Douglas C. Wolcott has been a director of the Company since
September 18, 1996. Mr. Wolcott served as President of Chevron
Shipping Corporation until 1994. He was formerly the Chairman of
the Oil Companies International Forum (OCIMF), the Interim
Supplement to Tanker Liability for Oil Pollution (CRISTAL) and
the Marine Preservation Association (MPA). Mr. Wolcott also
served as Deputy Chairman and Director of the United Kingdom
Protection and Indemnity Club and as a director of The American
Bureau of Shipping and London & Overseas Freighters Limited. He
is currently a director of the On-the-Go Software Co, a software
company.
David M. White has been a director of the Company since September
18, 1996. Mr. White was Chairman of Dan White Investment Limited
which is now closed. Mr. White has also served as a director of
NatWest Equity Primary Markets Limited from January 1992 to March
1996, and was previously a director of both NatWest Markets
Corporate Finance Limited and NatWest Markets Securities Limited
until December 1991.
31
<PAGE>
Timothy J. Counsell has been a director of the Company since
March 27, 1998 and a director of the Manager since May 14, 1999.
Mr. Counsell is a partner of the law firm of Appleby Spurling &
Kempe, Bermudian counsel to the Company and joined the firm in
1990. Mr. Counsell is currently a director of BT Shipping Limited
and of Benor Tankers Ltd, alternate director of Bona Shipholding
Ltd and Resident Representative of Mosvold Shipping.
Johannes C.J. Michel has been the Chairman and a director of the
Manager since October 23, 1996. Mr. Michel has also served as
Managing Director of Clermont Shipping B.V., a wholly-owned
subsidiary of ICB, since 1990 and as Corporate Controller and
Managing Director of Chester International B.V. since 1987.
Per Eriksson has been Deputy Chairman and a director of the
Manager since October 23, 1996. Mr. Eriksson has also served as
Managing Director of Ipiranga Shipping Ltd., an indirect wholly-
owned subsidiary of ICB, since 1991. Before his employment in the
ICB group, Mr. Eriksson served as Financial Controller of Alfa
Romeo Svenska AB from 1988 to 1991.
Chantal Hadall has been Secretary of the Manager since December
29, 1998 and Secretary of the Company since 15 July 1999. Mrs.
Hadall has been a Corporate Administrator employed by A.S. & K.
Services Ltd, an affiliate of Appleby, Spurling & Kempe, Bermudan
counsel to the Company, since 1998.
COMMITTEES OF THE BOARD OF DIRECTORS
Pursuant to the rules of the National Association of Securities
Dealers, Inc., relating to companies whose shares are quoted on
the Nasdaq National Market, the Company has established an audit
committee comprised of Messrs. White and Wolcott, independent
directors of the Company.
MANAGEMENT AGREEMENT
General. Under the Management Agreement 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. All decisions of a material nature
concerning the business of the Company are reserved to the
Company's Board of Directors. The Management Agreement will
terminate in 2012, unless earlier terminated pursuant to the
terms thereof, as discussed below.
Management Fee and Other Expenses. For its services under the
Management Agreement, the Manager is entitled to a Management Fee
equal to $750,000 per annum. The Company believes that these fees
are substantially on the same terms that would be obtained from a
non-affiliated party. The Manager was not affiliated with the
32
<PAGE>
Company, the Charterer or Guarantors at the time these fees were
negotiated.
Pursuant to the Management Agreement, the Manager is required to
pay from the Management Fee, on behalf of the Company, all of the
Company's expenses including the Company's directors' fees and
expenses; 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) the
closing of the Company's public offering and all fees and
expenses related thereto and to the documents and agreements
described herein, including in connection with the Credit
Facility and the U.K. Finance Leases, (B) any litigation
commenced by or against the Company unless arising from the
Manager's gross negligence or willful misconduct, and (C) any
investigation by any governmental, regulatory or self-regulatory
authority involving the Company or the Offerings unless arising
from the Manager's gross negligence or willful misconduct,
(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 the registration and listing of the Common
Shares, (iv) principal and interest on the Credit Facility,
(v) brokerage commissions, if any, payable by the Company,
(vi) all costs and expenses required to be incurred or paid by
the Company in connection with the redelivery of any Vessel
following the expiration or earlier termination of the related
Charter, (including, without limitation, any drydocking fees and
the cost of special surveys and appraisals) and (vii) any amount
due to be paid by the Company pursuant to the U.K. Finance Lease
Transactions.
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.
Manager's Role at Expiration of Charters. In the event the
Charterer shall notify a Subsidiary 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 (or the Subsidiary owning 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 five months before the
expiration of such Charter. If directed by the Company's
shareholders to sell a Vessel (or the Subsidiary owning such
Vessel), the Manager is required upon the Board's request to
solicit bids for the sale of such Vessel (or the Subsidiary
33
<PAGE>
owning such Vessel) for the presentation to the Board. In such
case, the Manager will be obligated to recommend the sale of the
Vessel to the bidder which has offered the bid most economically
favorable to the Company and the holders of the Common Shares.
The Manager will receive a commission equal to 1% of the net
proceeds of such sale unless sold to the Manager or an affiliate
of the Manager. If not directed by the Company shareholders to
sell the Vessel, 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 (which is the standard
industry commission). In either such case, the Manager, on behalf
of the Company, 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 will 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 of Management Agreement. In addition to the
circumstance set forth above, the Company may terminate the
Management Agreement at any time upon 30 days' notice to the
Manager for any reason, provided that any such termination shall
have been approved by a resolution duly adopted by the
affirmative vote of the holders of at least 66-2/3% of the
Company's outstanding Common Shares. The Company may terminate
the Management Agreement at any time upon five business days'
prior written notice to the Manager 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, in the event that it becomes unlawful for
the Manager to perform its duties thereunder or if the Manager
ceases to be wholly-owned, directly or indirectly, by ICB. The
Manager may terminate the Management Agreement upon ten business
days' prior written notice to the Company in the event that the
Company undergoes a "change of control" which is the election of
any director whose election was not recommended by the then
current Board. 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 funds
received and disbursed under the Management Agreement to the
Company and any undisbursed funds of the Company in the Manager's
possession or control will be promptly paid by the Manager as
directed by the Company. The Company believes that in the case of
34
<PAGE>
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. In the case of a termination without
cause by the Company upon a resolution adopted by the holders of
at least 66 2/3% of the Company's Common Shares (as described
above) or by the Manager in the case of a "change in control,"
the Company shall pay to the Manager an amount equal to the
present value calculated at a discount rate of 5% per annum of
all fees which the Manager would have received through the
seventh anniversary of the Delivery Date in the absence of such
termination, and following the seventh anniversary of the
Delivery Date, the Company shall pay to the Manager an amount
equal to the present value calculated at a discount rate of 5%
per annum of all fees which the Manager would have received
through the fifteenth anniversary of the Delivery Date in the
absence of such termination.
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. For
1999, the directors received from the Manager $72,000 in fees in
the aggregate. No separate compensation was paid to the Company's
officers. The manager expects to pay the same directors' fee for
the year 2000 as was paid to directors for 1999.
ITEM 12 - OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR
SUBSIDIARIES
Not Applicable.
ITEM 13 - INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Mr. Dybeck was, until 18 October 1999, Chairman of ICB and Mr.
Lorentzon is Chief Executive Officer of ICB, which is the
indirect parent of the Manager.
ITEM 15 - DEFAULTS UPON SENIOR SECURITIES
Not Applicable.
ITEM 16 - CHANGES IN SECURITIES, CHANGES IN SECURITIES
FOR REGISTERED SECURITIES AND USE OF PROCEEDS
Not Applicable.
35
<PAGE>
ITEM 17 - FINANCIAL STATEMENTS
Not Applicable.
ITEM 18 - FINANCIAL STATEMENTS
See the financial statements listed in Item 19 below and set
forth on pages F-1 through F-8.
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:
Index to Financial Statements
Page
Independent Auditors' Report F-1
Consolidated Financial Statements: F-2
Consolidated Balance Sheets as of
December 31, 1999 and December 31, 1998
Consolidated Statements of Operations F-3
for the years ended December 31, 1999 and
1998
Consolidated Statements of Cash Flows F-4
for the years ended December 31, 1999 and
1998
Consolidated Statements of Shareholders' F-5
Equity for the years ended December 31, 1999
and 1998
Notes to Consolidated Financial Statements F-6
36
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors of
Knightsbridge Tankers Limited
Bermuda
We have audited the accompanying consolidated balance sheets of
Knightsbridge Tankers Limited and subsidiaries as of December 31,
1999 and 1998 and the related consolidated statements of
operations, shareholders' equity and cash flows for the year
ended December 31, 1999 and 1998. These consolidated financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards in the United States of America. Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall consolidated financial statement presentation. We
believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such consolidated financial statements present
fairly, in all material respects, the consolidated financial
position of Knightsbridge Tankers Limited as of December 31, 1999
and 1998 and the results of their operations and their cash flows
for the year ended December 31, 1999 and 1998 in conformity with
generally accepted accounting principles in the United States of
America.
Deloitte & Touche
Stockholm, Sweden
February 16, 2000
F-1
<PAGE>
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED BALANCE SHEETS
(in U.S. Dollars)
ASSETS
CURRENT ASSETS DEC 31, 1999 DEC 31, 1998
Cash $ 70,695 $ 315,223
Current installments
of notes receivable 1,681,538 6,726,152
Charter hire receivable 10,175,142 10,268,805
Prepaid expenses 14,525 14,000
-------------- -------------
TOTAL CURRENT ASSETS 11,941,900 17,324,180
Notes receivable - 1,681,538
Vessels under capital lease,
less accumulated
depreciation
of $50,041,913
and $32,449,054 389,779,632 407,372,491
Capitalized financing fees and
expenses, less accumulated
amortization of $1,056,835 and
$685,291 1,543,969 1,915,513
-------------- -------------
TOTAL ASSETS $ 403,265,501 $ 428,293,722
=============== =============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accrued expenses and other
current liabilities $ 2,206,021 $ 2,300,568
Current installments of
credit facility 1,681,538 6,726,152
-------------- -------------
TOTAL CURRENT LIABILITIES 3,887,539 9,026,720
Credit facility 125,397,399 127,078,936
SHAREHOLDERS' EQUITY
COMMON SHARES, PAR VALUE $0.01 PER SHARE:
Authorized and outstanding
F-2
<PAGE>
17,100,000 171,000 171,000
Contributed capital surplus
account 273,809,543 292,017,066
-------------- -------------
TOTAL SHAREHOLDERS' EQUITY 273,980,543 292,188,066
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 403,265,501 $ 428,293,722
=============== =============
See notes to consolidated financial statements.
F-3
<PAGE>
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS
(in U.S. Dollars)
JAN 1, 1999 JAN 1, 1998
- DEC 31, 1999 - DEC 31, 1998
CHARTER HIRE REVENUE $ 40,275,925 $ 45,039,385
OPERATING EXPENSES:
Depreciation of vessels
under capital leases -17,592,860 -17,592,860
Management fee -750,000 -750,000
Administration expenses -91,022 -91,140
-------------- -------------
OPERATING INCOME 21,842,043 26,605,385
Interest income 401,087 888,120
Interest expense -9,249,110 -9,686,142
Other financial costs -421,544 -421,543
-------------- -------------
NET INCOME $ 12,572,476 $ 17,385,820
=============== =============
Earnings per common share $0.74 $1.02
Number of shares outstanding 17,100,000 17,100,000
=============== =============
See notes to consolidated financial statements.
F-4
<PAGE>
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in U.S. Dollars)
CASH FLOWS FROM JAN 1, 1999 JAN 1, 1998
OPERATING ACTIVITIES - DEC 31, 1999 -DEC 31, 1998
Net income $ 12,572,476 $ 17,385,820
ITEMS TO RECONCILE NET INCOME TO
NET CASH PROVIDED BY OPERATING
ACTIVITIES:
Depreciation 17,592,860 17,592,860
Amortization of capitalized
fees and expenses 371,543 371,543
CHANGES IN OPERATING ASSETS
AND LIABILITIES:
Receivables 6,819,292 11,906,946
Accrued expenses and other
current liabilities -94,547 -77,167
-------------- -------------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 37,261,624 47,180,002
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of loan -6,726,152 -6,726,152
Distribution to shareholders -30,780,000 -40,356,001
-------------- -------------
NET CASH USED IN FINANCING
ACTIVITIES -37,506,152 -47,082,153
Net increase in cash and
cash equivalents -244,528 97,849
Cash and cash equivalents at
beginning of period 315,223 217,374
-------------- -------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 70,695 $ 315,223
============== =============
See notes to consolidated financial statements.
F-5
<PAGE>
<TABLE>
KNIGHTSBRIDGE TANKERS LIMITED
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(in U.S. Dollars)
<CAPTION>
CONTRIBUTED
ADDITIONAL CAPITAL
SHARE PAID-IN SURPLUS RETAINED
CAPITAL CAPITAL ACCOUNT EARNINGS TOTAL
BALANCE AT
<S> <C> <C> <C> <C> <C>
Dec 31, 1997 $171,000 $314,987,247 - - $315,158,247
Reallocation
share premium - -314,987,247 $314,987,247 - -
Net income - - - $17,385,820 17,385,820
Distribution to
the shareholders - - -22,970,181 -17,385,820 -40,356,001
--------------------------------------------------------------------------
BALANCE AT
Dec 31, 1998 $171,000 - $292,017,066 - $292,188,066
Net income - - - $12,572,476 12,572,476
Distribution to
the shareholders - - -18,207,523 -12,572,476 -30,779,999
--------------------------------------------------------------------------
Balance at
Dec 31, 1999 $171,000 $ - $273,809,543 $ - $273,980,543
==========================================================================
Distributions per common share 1999 $1.80 (1998 $2.36)
See notes to consolidated financial statements.
</TABLE>
F-6
<PAGE>
KNIGHTSBRIDGE TANKERS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1 DESCRIPTION OF BUSINESS
GENERAL
Knightsbridge Tankers Limited (the "Company") was incorporated in
Bermuda in September, 1996, for the purpose of the acquisition,
disposition, ownership, leasing and chartering of five very large
crude oil carriers (the "Vessels"), and certain related
activities. The Vessels are owned through wholly-owned
subsidiaries (the "Subsidiaries"). The Company charters the
Vessels to Shell International Petroleum Company Limited (the
"Charterer") on long-term "hell and high water" bareboat charters
(the "Charters"). The obligations of the Charterer under these
charters are jointly and severally guaranteed by Shell Petroleum
N.V. and The Shell Petroleum Company Limited (the "Charter
Guarantors"). The Charter and the Charter Guarantors are all
companies of the Royal Dutch/Shell Group of Companies. The term
of each of these Charters is a minimum of seven years, with an
option for the Charterer to extend the period for each Vessel's
Charter for an additional seven-year term, to a maximum of
approximately 14 years per Charter. Under the Charters, the
Charterer pays the greater of a base rate of hire or a spot
market related rate.
OWNERSHIP AND MANAGEMENT OF THE COMPANY
In February, 1997, the Company offered and sold to the public
16,100,00 common shares, par value $0.01 per share, at an initial
offering price of $20 per share. Simultaneously, the Company sold
1,000,000 common shares at a price of $20 per share to ICB
International Limited ("ICB International"), an indirect wholly-
owned subsidiary of ICB Shipping Aktiebolag (publ) ("ICB"), a
Swedish publicly traded oil tanker owning and operating company.
As of December 31, 19989, ICB International owned approximately
4.7% of the outstanding Common Shares.
ICB Shipping (Bermuda) Limited (the "Manager"), another wholly-
owned subsidiary of ICB, manages the business of the Company.
2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - The consolidated financial statements are
prepared in accordance with accounting principles generally
accepted in the United States. They include the accounts of
Knightsbridge Tankers Limited and its wholly-owned subsidiaries.
Significant intercompany items and transactions have been
eliminated upon consolidation.
F-7
<PAGE>
Reporting Currency - The consolidated financial statements are
stated in U.S. dollars because the Company receives its revenues
and incurs its expenses in U.S. dollars.
Vessels and Depreciation - Vessels are stated at cost less
accumulated depreciation. Depreciation is calculated based on
cost, using the straight-line method, over the useful life of
each vessel. The useful life of each vessel is deemed to be 25
years.
Capitalized Financing Fees and Expenses - Costs relating to the
Credit Facility are capitalized and amortized over seven years.
Earnings per Share - Earnings per share are based on the number
of common shares outstanding for the period presented. For all
periods presented, the Company had no potentially dilutive
securities outstanding and therefore basic and dilutive earnings
per share are the same.
Distribution to Shareholders - Distribution to shareholders is
applied first to retained earnings. When retained earnings are
not sufficient, distribution is applied to contributed capital
surplus account.
3 CAPITAL LEASES
In connection with the original Vessels purchase transaction, the
Company entered into a conditional sale/leaseback transaction
with a third party banking institution. The lease agreement does
not incumber or obligate the Company's current or future cash
flows and has no effect on the Company's financial position.
4 THE CREDIT FACILITY
The Company has entered into the Credit Facility with a syndicate
of international lenders, pursuant to which the Company borrowed
$145.6 million in the form of two term loans (the "Loans", or the
"Primary Loan" and the "Amortizing Loan"). Of such amount, $125.4
million was in respect of the Primary Loan, and $20.2 million was
in respect of the Amortizing Loan.
Aggregate maturities of the Credit Facility subsequent to
December 31, 1999 are as follows:
2000 $ 1,681,538
2004 $125,397,399
The Credit Facility is secured by, among other things, a pledge
by the Company of 100% of the issued and outstanding capital
stock of the Subsidiaries, a guarantee from each Subsidiary, a
mortgage on each Vessel, assignments of the Charters and the
F-8
<PAGE>
Charter Guaranties and an assignment of the Lessor's rights to
take title to the Vessels and the proceeds from the sale or any
novation thereof.
The Credit Facility provides for payment of interest on the
outstanding principal balance of the Loans quarterly, in arrears,
at a floating interest rate based on the rate in the London
interbank eurocurrency market.
The Company has entered into an interest rate swap transaction
with Goldman Sachs Capital Markets, L.P., an affiliate of
Goldman, Sachs & Co., so that it has effectively fixed its
interest rate obligations on the Primary Loan and the Amortizing
Loan at the rate of approximately 7.14% and 6.51%, respectively,
per annum.
The terms of the interest rate swap transaction are as follows:
Notional amount,
December 31, 1999 $125,397,399 $1,681,538
Trade date February 6, 1997 February 6, 1997
Effective date February 27, 1997 February 27, 1997
Termination date August 27, 2004 January 15, 2000
5 CONTRIBUTED CAPITAL SURPLUS ACCOUNT
At the Company's General Meeting held on March 27, 1998, a
resolution was taken to reallocate Additional Paid-In Capital to
the Contributed Capital Surplus account.
6 TAXATION
The Company is incorporated in Bermuda. Under current Bermuda
law, the Company is not subject to tax on income.
7 Related Party Transaction
On February 12, 1997, the Company entered into a management
agreement with ICB under which ICB provides certain
administrative, management and advisory services to the Company
for an amount of $750,000 per year. The management agreement will
terminate in 2012 unless earlier termination is approved.
In addition, a fee of $3.5 million was paid by the Company to
ICB, in 1997, on the date of the issuance of the shares in
consideration of certain of ICB's previous activities on behalf
of the Company prior to the consummation of the offering.
F-9
<PAGE>
DESIGNATION
OF EXHIBIT IN
THIS FORM 20-F DESCRIPTION OF EXHIBIT
1 Underwriting Agreement among Knightsbridge Tankers
Limited (the "Company"), Cedarhurst Tankers LDC
("Cedarhurst"), Hewlett Tankers LDC ("Hewlett"),
Inwood Tankers LDC ("Inwood"), Lawrence Tankers LDC
("Lawrence") and Woodmere Tankers LDC ("Woodmere")
(each of Cedarhurst, Hewlett, Inwood, Lawrence and
Woodmere a "Subsidiary" and collectively the
"Subsidiaries"), Lazard Freres & Co. LLC and
Goldman, Sachs & Co., as representatives for the
U.S. underwriters (the "Representatives"), ICB
Shipping (Bermuda) Limited (the "Manager") and ICB
International Ltd. ("ICB International")**
3.1 Memorandum of Association of the Company (Exhibit
3.1)*
3.2 Bye-Laws of the Company (Exhibit 3.2)*
3.2.1 Execution version of Bareboat Charter dated
February 12, 1997 between Woodmere and Shell
International Petroleum Company Limited ("SIPC")
relating to the M.T. Myrina.
3.2.2 Execution version of Bareboat Charter dated
February 12, 1997 between Hewlett and SIPC relating
to the M.T. Megara.
3.2.3 Execution version of Bareboat Charter dated
February 12, 1997 between Inwood and SIPC relating
to the M.T. Murex.
3.2.4 Execution version of Bareboat Charter dated
February 12, 1997 between Lawrence and SIPC relating
to the M.T. Macoma.
3.2.5 Execution version of Bareboat Charter dated
February 12, 1997 between Cedarhurst and SIPC
relating to the M.T. Magdala.
3.3.1 Execution version of Charter Guaranty dated
February 12, 1997 made by Shell Petroleum N.V.
("SPNV") and The Shell Petroleum Company Limited
("SPCo") (collectively the "Guarantors") in favor of
Woodmere relating to the M.T. Myrina.
<PAGE>
3.3.2 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
Hewlett relating to the M.T. Megara.
3.3.3 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
Inwood relating to the M.T. Murex.
3.3.4 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
Lawrence relating to the M.T. Macoma.
3.3.5 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
Cedarhurst relating to the M.T. Magdala.
3.3.6 Execution version of Pooling Agreement dated
February 27, 1997 among the Subsidiaries as owners,
and Shell International Trading and Shipping Company
Limited on behalf of SIPC (collectively the
"Charterers") relating to the fleet spares.
3.4 Execution version of Charter Guaranty dated
February 12, 1997 made by the Guarantors in favor of
the Company.
3.5 Execution version of Management Agreement dated
February 12, 1997 between the Manager and the
Company (incorporated by reference from Exhibit 10.5
of the Registration Statement).
3.6.1 Memorandum of Agreement dated October 24, 1996 among
Ocala Shipping Limited ("Ocala"), the Charterers and
Shell Tankers (UK) Limited ("STUK"), as buyer,
relating to the M.T. Myrina (incorporated by
reference from Exhibit 10.6 of the Registration
Statement).
3.6.2 Memorandum of Agreement dated October 24, 1996 among
Kerbela Shipping Corp. ("Kerbela") the Charterers
and STUK relating to the M.T. Megara (incorporated
by reference from Exhibit 10.7 of the Registration
Statement).
3.6.3 Memorandum of Agreement dated October 24, 1996 among
Trevose Shipping Corp. ("Trevose"), the Charterers
and STUK relating to the M.T. Murex (incorporated by
reference from Exhibit 10.8 of the Registration
Statement).
<PAGE>
3.6.4 Memorandum of Agreement dated October 24, 1996 among
Tourmaline Shipping Limited ("Tourmaline"), the
Charterers and STUK relating to the M.T. Macoma
(incorporated by reference from Exhibit 10.9 of the
Registration Statement).
3.6.5 Memorandum of Agreement dated October 24, 1996 among
Fluid Navigation Ltd. ("Fluid"), the Charterers and
STUK relating to the M.T. Magdala (incorporated by
reference from Exhibit 10.10 of the Registration
Statement).
3.7.1 Assignment Agreement dated November 25, 1996 from
STUK and Shell International Trading & Shipping
Company Limited to the Company and the Subsidiaries
relating to the relevant Memorandum of Agreement
(incorporated by reference from Exhibit 10.11 of the
Registration Statement).
3.7.2 Assignment of Rights dated February 27, 1997 between
Ocala as seller and Woodmere as buyer relating to
the M.T. Myrina.
3.7.3 Assignment of Rights dated February 27, 1997 between
Kerbela as seller and Hewlett as buyer regarding
the M.T. Megara.
3.7.4 Assignment of Rights dated February 27, 1997 between
Trevose as seller and Inwood as buyer regarding the
M.T. Murex.
3.7.5 Assignment of Rights dated February 27, 1997 between
Tourmalene as seller and Lawrence as buyer
regarding the M.T. Macoma.
3.7.6 Assignment of Rights dated February 27, 1997 between
Fluid as seller and Cedarhurst as buyer regarding
the M.T. Magdala.
3.8.1 Execution version of Letter Agreement dated
February 6, 1997 among the Company, SIPC, ICB
International, the Subsidiaries and the Manager
(incorporated by reference from Exhibit 10.12.1 of
the Registration Statement).
3.8.2 Execution version of Letter Agreement dated
February 6, 1997 among the Company, the Manager, ICB
International, SIPC and the Guarantors (incorporated
by reference from Exhibit 10.12.2 of the
Registration Statement).
<PAGE>
3.9 U.K. Finance Lease Transaction Offer Letter dated
November 12, 1996 made by National Westminster Bank
Plc in favor of the Company and SIPC (incorporated
by reference from Exhibit 10.13 of the Registration
Statement).
3.10.1 Conditional Sale Agreement dated November 25, 1996
between NatWest Leasing (GB) Limited ("NLL") and
Woodmere relating to the M.T. Myrina (incorporated
by reference from Exhibit 10.14 of the Registration
Statement).
3.10.2 Conditional Sale Agreement dated November 25, 1996
between NLL and Hewlett relating to the M.T. Megara
(incorporated by reference from Exhibit 10.15 of the
Registration Statement).
3.10.3 Conditional Sale Agreement dated November 25, 1996
between NLL and Inwood relating to the M.T. Murex
(incorporated by reference from Exhibit 10.16 of the
Registration Statement).
3.10.4 Conditional Sale Agreement dated November 25, 1996
between NLL and Lawrence relating to the M.T. Macoma
(incorporated by reference from Exhibit 10.17 of the
Registration Statement).
3.10.5 Conditional Sale Agreement dated November 25, 1996
between NLL and Cedarhurst relating to the M.T.
Magdala (incorporated by reference from
Exhibit 10.18 of the Registration Statement).
3.11.1 Execution version of Charterparty by way of Demise
dated February 12, 1997 between NLL as lessor and
Woodmere as leasee relating to the M.T. Myrina.
3.11.2 Execution version of Charterparty by Way of Demise
dated February 12, 1997 between NLL as lessor and
Hewlett as leasee relating to the M.T. Megara.
3.11.3 Execution version of Charterparty by Way of Demise
dated February 12, 1997 between NLL as lessor and
Inwood as leasee relating to the M.T. Murex.
3.11.3(a) Amendment Agreement to the Charterparty by Way of
Demise dated February 27, 1997 among NLL, Inwood and
SIPC.
3.11.4 Execution version of Charterparty by Way of Demise
dated February 12, 1997 between NLL as lessor and
Lawrence as leasee relating to the M.T. Macoma.
<PAGE>
3.11.5 Execution version of Charterparty by Way of Demise
dated February 12, 1997 between NLL as lessor and
Cedarhurst as leasee relating to the M.T. Magdala.
3.12.1 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Woodmere as leasee.
3.12.2 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Hewlett as leasee.
3.12.3 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Inwood as leasee.
3.12.4 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Lawrence as leasee.
3.12.5 Execution version of Direct Support Agreement dated
February 12, 1997 among NLL as lessor, SIPC and
Cedarhurst as leasee.
3.13 Execution version of Lessor Direct Agreement dated
February 12, 1997 among the Company as borrower, the
Subsidiaries as leasees, NLL as lessor and GSI.
3.13(a) Amendment Agreement to the Lessor Direct Agreement
dated February 27, 1997 among the Company as
borrower, the Subsidiaries as leasees, NLL as lessor
and Royal Bank of Scotland Plc ("RBS") as agent.
3.14.1 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Woodmere as chargee.
3.14.2 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Hewlett as chargee.
3.14.3 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Inwood as chargee.
3.14.4 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Lawrence as chargee.
<PAGE>
3.14.5 Execution version of Lessor Mortgage and Assignment
dated February 12, 1997 from NLL as chargor to
Cedarhurst as chargee.
3.15.1 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Woodmere as
leasee and Midland Bank PLC as a letter of credit
issuing bank ("Midland").
3.15.2 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Hewlett as
leasee and Midland.
3.15.3 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Inwood as
leasee and Royal Bank of Canada Europe Limited as a
letter of credit issuing bank ("RBC").
3.15.4 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Lawrence as
leasee and National Australia Bank Limited as a
letter of credit issuing bank ("NAB").
3.15.5 Execution version of Deposit Agreement and Deposit
Charge dated February 12, 1997 between Cedarhurst as
leasee and NAB.
3.16.1 Execution version of Irrevocable Standby Letter of
Credit by Midland in favor of Woodmere as leasee.
3.16.2 Execution version of Irrevocable Standby Letter of
Credit by Midland in favor of Hewlett as leasee.
3.16.3 Execution version of Irrevocable Standby Letter of
Credit by RBC in favor of Inwood as leasee.
3.16.4 Execution version of Irrevocable Standby Letter of
Credit by NAB in favor of Lawrence as leasee.
3.16.5 Execution version of Irrevocable Standby Letter of
Credit by NAB in favor of Cedarhurst as leasee.
3.17.1 Execution version of Reimbursement Agreement dated
February 12, 1997 between Woodmere as leasee and
Midland.
3.17.2 Execution version of Reimbursement Agreement dated
February 12, 1997 between Hewlett as leasee and
Midland.
<PAGE>
3.17.3 Execution version of Reimbursement Agreement dated
February 12, 1997 between Inwood as leasee and RBC.
3.17.4 Execution version of Reimbursement Agreement dated
February 12, 1997 between Lawrence as leasee and
NAB.
3.17.5 Execution version of Reimbursement Agreement dated
February 12, 1997 between Cedarhurst as leasee and
NAB.
3.18.1 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
Midland relating to Woodmere as lessee.
3.18.2 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
Midland relating to Hewlett as lessee.
3.18.3 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
RBC relating to Inwood as lessee.
3.18.4 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
NAB relating to Lawrence as lessee.
3.18.5 Execution version of Residual Obligation Agreement
dated February 12, 1997 between SIPC as obligor and
NAB relating to Cedarhurst as lessee.
3.19 Execution version of Term Loan Facility Agreement
dated February 6, 1997 among the Company as
borrower, the Subsidiaries as guarantors, GSI as
arranger and as agent, Goldman Sachs Capital
Partners L.P. as bank ("GSCP") and Goldman Sachs
Capital Markets L.P. as swap counterparty ("GSCM").
3.19(a) Amendment Agreement to Term Loan Facility Agreement
dated February 27, 1997 among the Company as
borrower, the Subsidiaries as guarantors, GSI as
arranger and retiring agent, Goldman Sachs
International Bank as bank ("GSIB"), GSCM as swap
counterparty and RBS as successor agent.
3.19(b) Side Letter to the Term Loan Facility Agreement
dated February 27, 1997 among the Company, the
Subsidiaries, SIPC, NLL and GSI.
<PAGE>
3.20.1 Vessel Mortgage dated February 27, 1997 granted by
Woodmere in favor of GSI relating to the M.T.
Myrina.
3.20.2 Vessel Mortgage dated February 27, 1997 granted by
Hewlett in favor of GSI relating to the M.T. Megara.
3.20.3 Vessel Mortgage dated February 27, 1997 granted by
Inwood in favor of GSI relating to the M.T. Murex.
3.20.4 Vessel Mortgage dated February 27, 1997 granted by
Lawrence in favor of GSI relating to the M.T.
Macoma.
3.20.5 Vessel Mortgage dated February 27, 1997 granted by
Cedarhurst in favor of GSI relating to the M.T.
Magdala.
3.21.1 Execution version of Floating Charge dated
February 12, 1997 between Woodmere as chargor and
GSI as agent.
3.21.2 Execution version of Floating Charge dated
February 12, 1997 between Hewlett as chargor and GSI
as agent.
3.21.3 Execution version of Floating Charge dated
February 12, 1997 between Inwood as chargor and GSI
as agent.
3.21.4 Execution version of Floating Charge dated
February 12, 1997 between Lawrence as chargor and
GSI as agent.
3.21.5 Execution version of Floating Charge dated
February 12, 1997 between Cedarhurst as chargor and
GSI as agent.
3.22 Execution version of Floating Charge dated
February 12, 1997 between the Company as chargor and
GSI as agent.
3.23 Execution version of Mortgage of Shares dated
February 12, 1997 between the Company as chargor and
GSI as agent.
3.24 Execution version of Borrower Assignment dated
February 12, 1997 between the Company as assignor
and GSI as agent.
<PAGE>
3.25.1 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Woodmere
as assignor and GSI as agent.
3.25.2 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Hewlett
as assignor and GSI as agent.
3.25.3 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Inwood as
assignor and GSI as agent.
3.25.4 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between Lawrence
as assignor and GSI as agent.
3.25.5 Execution version of Guarantor (Subsidiary)
Assignment dated February 12, 1997 between
Cedarhurst as assignor and GSI as agent.
3.26 Execution version of ISDA Master Agreement dated
February 6, 1997 between GSCM and the Company.
3.27 Execution version of Intercreditor Agreement dated
February 12, 1997 among the Company as borrower, the
Subsidiaries as leasees (collectively with the
Company as Obligors), GSI as arranger and as agent,
GSCP as bank and GSCM as swap bank and SIPC, SPCo,
SPNV and the Manager, each as a subordinated
creditor.
3.27(a) Amendment Agreement dated February 27, 1997 to the
Intercreditor Agreement among the Company as
borrower, the Subsidiaries as leasees (collectively
with the Company as Obligors), GSI as arranger, RBS
as agent, GSIB as bank, GSCM as swap bank and SIPC,
SPCo, SPNV and the Manager, each as a subordinated
creditor.
3.27(b) Finance Party Accession/Designation Agreement dated
February 27, 1997 among the Company and the
Subsidiaries as obligors, GSI as existing party and
arranger, RBS as new party, NLL as lessor, GSIB as
bank, GSCM as swap bank and SIPC, SPCo, SPNV and the
Manager, each as a subordinated creditor.
3.28 Execution version of Multipartite Agreement dated
February 12, 1997 among the Company as borrower, the
Subsidiaries as guarantors, SIPC as charterer, GSI
as arranger and agent, GSCP as bank and GSCM as swap
bank.
<PAGE>
3.29 Execution version of Subordination Agreement dated
February 12, 1997 among the Company, the
Subsidiaries, ICB International, the Manager, the
Guarantors, SIPC and Goldman, Sachs & Co. as
representative of the U.S. Underwriters, and GSI as
representative of the International Underwriters.
3.30 Execution version of Share Purchase Agreement dated
February 12, 1997 between the Company and ICB
International (incorporated by reference from
Exhibit 10.37 of the Company's Registration
Statement on Form F-1, filed December 13, 1996 (File
No. 333-6170).
________________
* Incorporated by reference to same Exhibit No. in the
Company's Registration Statement on Form F-1, filed December
13, 1996 (File No. 333-6170)
** Incorporated by reference to same Exhibit No. in the
Company's Report on Form 6-K, filed March 20, 1997 (File No.
0-29106)
<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.
KNIGHTSBRIDGE TANKERS LIMITED
By: /s/Ola Lorentzon
_____________________
Ola Lorentzon
Deputy Chairman
and Treasurer
Dated: February 17, 2000
20
01655002.AH2
