SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
FORM 10-K
(Mark One)
X Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 31, 1997
or
_ Transition report pursuant to section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _________ to ________
COMMISSION FILE NUMBER 333-26227
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 13-392-7016
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
c/o Cambridge Fund Management 535 Madison Avenue, NY, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 508-6500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each Exchange which Registered
................................ ........................................
................................ ........................................
Securities registered pursuant to Section 12(g) of the Act:
Inapplicable
(Title of class)
................................................................................
(Title of class)
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 daysNo...s X
State the aggregate market value of NOTE.-If a determination as to whether
the voting and non-voting common a particular person or entity is an
equity held by non-affiliates of the affiliate cannot be made without
registrant. The aggregate market involving unreasonable effort and
value shall be computed by reference expense, the aggregate market value of
to the price at which the common the common stock held by
equity was sold, or the average bid non-affiliates may be calculated on
and asked prices of such common the basis of assumptions reasonable
equity, as of a specified date within under the circumstances, provided that
60 days prior to the date of filing. the assumptions are set forth in this
(See definition of affiliate in Rule Form.
405, 17 CFR 203.405.)
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed
all documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court Yes... No...
(APPLICABLE ONLY TO CORPORATE REGISTRANTS) Indicate the number of shares
outstanding of each of the registrant's classes of common stock, as of the
latest practicable date.
DOCUMENTS INCORPORATED BY REFERENCE. List here under the following documents if
incorporated by reference and the Part of the Form 10-K (e.g., Part 1, Part II,
etc.) into which the document is incorporated: (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (e) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1980).
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
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GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
FORM 10-K
TABLE OF CONTENTS
PART I
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PAGE
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Item 1. Business......................................................................... 1
Item 2. Properties....................................................................... 1
Item 3. Legal Proceedings................................................................ 1
Item 4. Submission of Matters to a Vote of Security Holders.............................. 1
PART II
- -------
Item 5. Market for Registrant's Common Equity
and Related Stockholder Matters............................................... 2
Item 6. Selected Financial Data.......................................................... 2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................................... 2
Item 8. Financial Statements and Supplementary Data...................................... 2
Changes in and Disagreements with Accountants on Accounting and
Item 9. Financial Disclosure.......................................................... 2
PART III
- --------
Item 10. Directors and Officers of the Registrant ........................................ 3
Item 11. Executive Compensation........................................................... 4
Item 12. Security Ownership of Certain Beneficial
Owners and Management......................................................... 4
Item 13. Certain Relationships and Related Transactions................................... 4
PART IV
- -------
Item 14. Exhibits, Financial Statement Schedules
and Reports on Form 8-K....................................................... 4
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PART I
ITEM 1. BUSINESS
- -------------------
Golden State Petroleum Transport Corporation (the "Company") was
incorporated under the laws of the State of Delaware on December 5, 1996. The
Company is a special purpose corporation that has been organized solely for the
purpose of issuing certain Mortgage Notes as agent for two affiliated entities,
Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC
(collectively, the "Owners"). The Mortgage Notes were issued on December 24,
1996 and January 6, 1997 and proceeds therefrom were used by the Owners to
finance the construction and acquisition of two very large crude carriers for
charter to an unaffiliated third party.
The Mortgage Notes are not obligations of and are not guaranteed by the
Company.
On May 12, 1998 all of the Stock of Golden State Holdings I Ltd., the
parent company which owns 100% of the stock of the Company, Golden State Petro
(IOM I-A) and Golden State Petro (IOM I-B), was sold to Frontline Ltd. a
shipping company incorporated in the Bermuda. In connection with the sale of the
stock of Golden State Holdings I Ltd., Frontline or its designee assumed
management responsibilities for Golden State Petro (IOM I-A), Golden State Petro
(IOM I-B) and Golden State Petroleum Transport Corporation
ITEM 2. PROPERTIES
- ---------------------
The Company has no properties other than nominal capitalization and it
has no source of income other than fees earned as agent. The Company has no
direct employees and utilizes resources and premises provided by its ultimate
parent for a cost equivalent to transaction fees earned. The Company earned
$5,000 as aggregate compensation for services as agent in the issuance of the
Mortgage Notes and, correspondingly, owes equivalent transaction fees to its
ultimate parent, Cambridge Petroleum Transport Corporation.
ITEM 3. LEGAL PROCEEDINGS
- ----------------------------
The Company is not a party to any material pending legal proceedings
and no such proceedings are known to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------
Inapplicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
- ------------------------------------------------------------------------
No market exists.
ITEM 6. SELECTED FINANCIAL DATA
- ----------------------------------
Inapplicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS' OF OPERATION
- --------------------------------------------------------------------------
The Company is a special purpose corporation that has been organized
solely for the purpose of issuing certain Mortgage Notes as agent for two
affiliated entities, Golden State Petro (IOM I-A) PLC and Golden State Petro
(IOM I-B) PLC (collectively, the "Owners"). The Company earned $5,000 as
aggregate compensation for services as agent in the issuance of the Mortgage
Notes and, correspondingly, owes equivalent transaction fees to its ultimate
parent, Cambridge Petroleum Transport Corporation.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
Inapplicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------------------------------------------------------
See Exhibit 1 attached hereto.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT'S ON ACCOUNTING
AND FINANCIAL DISCLOSURE
- -----------------------------------------------------------------------
On March 5, 1998, Coopers & Lybrand L.L.P. resigned as the companies'
certifying accountants.
Coopers & Lybrand's opinion on the registrants' financial statements as
of March 31, 1997 and for the period from inception of the companies (December
5, 1996 - Golden State Transport Corp. and December 24, 1996 for Golden State
Petro IOM I-A and IOM I-B), contained no adversities, disclaimers, uncertainties
or qualifications.
The resignation of Coopers & Lybrand L.L.P. was not recommended or
approved by
2
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the Companies' Board(s) of Directors as it was the decision of Coopers & Lybrand
L.L.P. not to continue as the Companies' auditors.
Certain persons who serve as officers or directors of the Registrant
also serve as officers of one or more companies affiliated with the Registrant.
In the course of performing audits for certain of those affiliates (none of
which has any class of securities registered under the federal securities laws),
Coopers & Lybrand L.L.P. ("C&L") informed management of those affiliates that
C&L was no longer willing to rely on the representations of management of those
affiliates or of the Registrant, because of C&L's belief that management of
those affiliates had failed to disclose to C&L certain matters relating to those
affiliates (but unrelated to the business or financial condition of the
Registrant) in a timely manner. Although management of those affiliates of the
Registrant has advised C&L that it believes that it did make disclosure to C&L
in a timely manner of all material matters regarding those affiliates, C&L
resigned as the accountants for those affiliates as well as all other companies
affiliated therewith, including the Registrant.
PART III
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
The Company will not have operations nor will it have any employees
involved in management. The following table sets forth the name, age and
principal position with the Company of each of its executive directors.
Name Age Position with the Company
- ---- --- -------------------------
Nunzio LiPomi 41 Director, Chief Executive
Officer, Chief Financial
Officer and Chief Accounting
Officer
Tor Olav Tr0im 35 President
Kate Blankenship 33 Secretary
Officers are appointed by the Board of Directors and will serve until
they resign or are removed by the Board of Directors.
NUNZIO LIPOMI, (AMERICAN) DIRECTOR, CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL
OFFICER AND CHIEF ACCOUNTING OFFICER. Mr. LiPomi has been Director, Chief
Executive Officer, Chief Financial Officer and Chief Accounting Officer of
Golden State Petroleum Transport Corporation since October 26, 1998. He is also
an accountant with Cambridge Partners, L.L.C., New York since 1996. From 1995 to
1996 he was an accountant with Lipardi & Associates Financial Group. Prior to
that he worked as an independent accountant.
3
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TOR OLAV TR0IM, (NORWEGIAN) PRESIDENT. Mr. Tr0im has been President of Golden
State Petroleum Transport Corporation since July 30, 1998. Mr. Troim serves as
director and vice-president of Frontline Ltd. He also serves as a director of
Frontline AB, a wholly-owned subsidiary of Frontline, and is the Chief Executive
Officer of Frontline Management AS, which company supports the Company in the
implementation of decisions made by the Board of Directors. Mr. Tr0im also
serves as a consultant to Sea Tankers. He is a director of Aktiv Inkasso ASA and
Northern Offshore ASA, both Norwegian publicly listed companies. Prior to his
service with Frontline from January 1992, Mr. Tr0im served as managing director
and a member of the Board of Directors of DNO AS, a Norwegian oil company.
KATE BLANKENSHIP, (UNITED KINGDOM) SECRETARY. Mrs. Blankenship has been
Secretary of Golden State Petroleum Transport Corporation since July 30, 1998.
She has served as group financial controller and secretary of Frontline Ltd.
(Formerly, London & Overseas Freighters Limited) since 1994. Prior to joining
Frontline, she was a manager with KPMG Peat Marwick in Bermuda. Mrs. Blankenship
is a member of the Institute of Chartered Accountants in England and Wales.
ITEM 11. EXECUTIVE COMPENSATION
- ---------------------------------
None of the directors or executive officers of Golden State Petroleum
receive any compensation in connection with their respective positions. The
Company has not entered into any affiliate transactions, other than the original
agency agreement for the issuance of the notes.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -------------------------------------------------------------------------
The Company together with Golden State Petro (IOM I-A) and Golden State
Petro (IOM I-B) are a fully owned subsidiaries of Golden State Holdings I
Limited which in turn is a majority owned subsidiary of Cambridge Petroleum
Transport Corporation
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------
Inapplicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
4
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(1) Financial Statements
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INDEX TO FINANCIAL STATEMENT FINANCIAL STATEMENTS
- ---------------------------- --------------------
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Report of Independent Certified Public Accountants
(Grant Thornton LLP) F-3
Balance Sheets at December 31, 1997 and 1996 F-4
Statements of Operations and Retained Earnings for F-5 the Year Ended
December 31, 1997 and the period from December 5, 1996 (commencement
of operations) to December 31, 1996.
Statements of Cash Flows for the Year Ended F-6 December 31, 1997 and
the period from December 5, 1996 (commencement of operations) to
December 31, 1996.
Notes to Financial Statements F-7 - F-8
EXHIBITS
1) Plan of acquisition, reorganization, arrangement, liquidation, Inapplicable.
or succession.
2) Articles of incorporation and bylaws. Filed with the Commission as part of
Forms S-4, F-4 on July 23, 1997.
Registration Number 333-26227
3) Instruments defining the rights of security holders including Filed with the
Commission as part of Indentures. Forms S-4, F-4 on July 23, 1997.
Registration Number 333-26227
4) Voting trust agreement. Inapplicable.
5) Material contracts.
Filed with the Commission as part of
Forms S-4, F-4 on July 23, 1997.
Registration Number 333-26227
6) Statement regarding computation of per share earnings. Inapplicable.
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7) Statement regarding computation of ratios. Inapplicable.
8) Annual report to security holders. See "Index to Financial Statements"
above.
9) Letter regarding change in Certified Public Accountants. Filed with the Commission on Form 8-
K on May 11, 1998
10) Letter regarding change in accounting principles. Inapplicable.
11) Subsidiaries of the Registrant. Inapplicable.
12) Published report re matters submitted to vote of security Inapplicable.
holders.
13) Consent of experts and counsel. Filed with the Commission as part of
Forms S-4, F-4 on July 23, 1997.
Registration Number 333-26227
14) Power of attorney. Inapplicable.
15) Financial data schedule Inapplicable.
16) Additional exhibits. Inapplicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Golden State Petroleum Transport Corporation
--------------------------------------------
(Registrant)
By: /s/ Nunzio Lipomi
-----------------
Nunzio Lipomi
Date: 11/2/98
7
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FINANCIAL STATEMENTS AND REPORT OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A WHOLLY-OWNED SUBSIDIARY OF
GOLDEN STATE HOLDINGS I, LTD.)
Year ended December 31, 1997 and the period from
December 5, 1996 (commencement of operations)
to December 31, 1996
<PAGE>
CONTENTS
PAGE
Report of Independent Certified Public Accountants F-3
Financial Statements
Balance Sheets F-4
Statements of Operations and Retained Earnings F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-8
<PAGE>
REPORT OF INDEPENDENT CERTIFIED
PUBLIC ACCOUNTANTS
Board of Directors
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
We have audited the accompanying balance sheets of Golden State Petroleum
Transport Corporation (a wholly-owned subsidiary of Golden State Holdings I,
Ltd.) as of December 31, 1997 and 1996, and the related statements of operations
and retained earnings, and cash flows for the period ended December 31, 1997 and
for the period from December 5, 1996 (commencement of operations) to December
31, 1996. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden State Petroleum
Transport Corporation at December 31, 1997 and 1996, and the results of its
operations and its cash flows for the year ended December 31, 1997 and for the
period from December 5, 1996 (commencement of operations) to December 31, 1996
in conformity with generally accepted accounting principles.
New York, New York
May 8, 1998, except for Note D, for which
the date is May 12, 1998
F-3
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Golden State Petroleum Transport Corporation
(a wholly-owned subsidiary of
Golden State Holdings I, Ltd.)
BALANCE SHEETS
December 31,
1997 1996
---- ----
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Assets
Cash $ 2 $ 2
Accounts receivable - 5,000
----- ---------
Total assets $ 2 $ 5,002
===== =========
Liabilities and stockholder's equity
Accounts payable $ - $ 5,000
----- ---------
Total liabilities - 5,000
----- ---------
Stockholder's equity
Common stock, no par value; 100 shares authorized;
2 shares issued and outstanding 2 2
Retained earnings - -
----- ---------
Total stockholder's equity 2 2
----- ---------
Total liabilities and stockholder's equity $ 2 $ 5,002
===== =========
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
F-4
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Golden State Petroleum Transport Corporation
(a wholly-owned subsidiary of
Golden State Holdings I, Ltd.)
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
For the period from
December 5, 1996
YEAR ENDED (commencement of
DECEMBER 31, operations) to
1997 December 31, 1996
---- -----------------
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Revenue
Agency fees $ - $ 5,000
Expenses
Transaction expenses - 5,000
----- ---------
NET INCOME - -
Retained earnings, beginning of period - -
----- ---------
Retained earnings, end of period $ - $ -
===== =========
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
F-5
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Golden State Petroleum Transport Corporation
(a wholly-owned subsidiary of
Golden State Holdings I, Ltd.)
STATEMENTS OF CASH FLOWS
For the period from
December 5, 1996
YEAR ENDED (commencement of
DECEMBER 31, operations) to
1997 December 31, 1996
---- -----------------
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Cash flows from operating activities
Net income $ - $ -
Changes in assets and liabilities -
Decrease (increase) in accounts receivable 5,000 (5,000)
(Decrease) increase in accounts payable (5,000) 5,000
---------- ---------
Net cash provided by operating activities - -
---------- ---------
Cash flows from financing activities
Capital contribution - 2
---------- ---------
Net cash provided by financing activities - 2
---------- ---------
Cash at beginning of period 2 -
---------- ---------
Cash at end of period $ 2 $ 2
---------- ---------
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
F-6
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Golden State Petroleum Transport Corporation
(a wholly-owned subsidiary of
Golden State Holdings I, Ltd.)
NOTES TO FINANCIAL STATEMENTS
December 31, 1997 and 1996
NOTE A - THE COMPANY
Golden State Petroleum Transport Corporation (the "Company") was
incorporated under the laws of the State of Delaware on December 5, 1996.
The Company is a special purpose corporation that has been organized solely
for the purpose of issuing certain mortgage notes as agent for two
affiliated entities, Golden State Petro (IOM I-A) PLC and Golden State
Petro (IOM I-B) PLC (collectively, the "Owners"). The mortgage notes were
issued on December 24, 1996 and January 6, 1997 and proceeds therefrom were
used by the Owners to finance the construction and acquisition of two very
large crude carriers for charter to an unaffiliated third party.
The Company is a wholly-owned subsidiary of Golden State Holdings I, Ltd.,
an Isle of Man holding company, which is a wholly-owned subsidiary of
Cambridge Petroleum Transport Corporation ("CPTC"), a closely-held Cayman
Islands corporation.
The mortgage notes are not obligations of, and are not guaranteed by, the
Company.
BASIS OF PRESENTATION
The financial statements have been prepared in accordance with generally
accepted accounting principles.
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standards No. 130 ("SFAS No. 130"), "Reporting
Comprehensive Income," which is effective for years beginning after
December 15, 1997. This new standard requires entities presenting a
complete set of financial statements to include details of comprehensive
income. Comprehensive income consists of net income or loss for the current
period and income, expenses, gains and losses that bypass the income
statement and are reported directly in a separate component of equity. The
adoption of SFAS No. 130 will not have a material effect on the
presentation of the Company's balance sheet or results of operations and
retained deficit.
F-7
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Golden State Petroleum Transport Corporation
(a wholly-owned subsidiary of
Golden State Holdings I, Ltd.)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1997 and 1996
NOTE A (CONTINUED)
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions in determining the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities on the dates of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
NOTE B - RELATED PARTY TRANSACTIONS
The Company earned $5,000 as aggregate compensation for services as agent
in the issuance of the mortgage notes and, correspondingly, owes equivalent
transaction fees to its ultimate parent, Cambridge Petroleum Transport
Corporation ("CPTC"). These amounts are reflected as accounts receivable
and payable in the balance sheets and as agency fees and transaction
expenses in the statement of operations and retained earnings for 1996.
NOTE C - CAPITALIZATION
The Company's capitalization is nominal and it has no source of income
other than fees earned as agent. The Company has no direct employees and
utilizes resources and premises provided by CPTC for a cost equivalent to
transaction fees earned.
NOTE D - SUBSEQUENT EVENTS
On April 21, 1998, CPTC entered into a stock purchase agreement with
Frontline Ltd., whereby CPTC sold its investment in Golden State Holdings
I, Ltd. for $2,400,000. On May 12, 1998, the sale was closed.
F-8
