SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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)
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Delaware 13-392-7016
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification
No.)
535 Madison Avenue, NY, NY
c/o Cambridge Fund Management 10022
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code) (212) 508-6500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Securities registered pursuant to Section 12(g) of the Act:
Inapplicable
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(Title of class)
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(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 days. Yes X No...
State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant. The aggregate market value shall be
computed by reference to the price at which the common equity was sold, or the
average bid and asked prices of such common equity, as of a specified date
within 60 days prior to the date of filing. (See definition of affiliate in Rule
405, 17 CFR 203.405.)
NOTE.-If a determination as to whether a particular person or entity is an
affiliate cannot be made without involving unreasonable effort and expense, the
aggregate market value of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the circumstances,
provided that the assumptions are set forth in this Form.
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 hereunder 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
Market for Registrant's Common Equity
Item 5. and Related Stockholder Matters 2
Item 6. Selected Financial Data 2
Management's Discussion and Analysis of Financial
Item 7. 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
Security Ownership of Certain Beneficial
Item 12. Owners and Management 4
Item 13. Certain Relationships and Related Transactions 4
PART IV
Exhibits, Financial Statement Schedules
Item 14. and Reports on Form 8-K 4
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Part I
ITEM 1. BUSINESS
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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.
ITEM 2. PROPERTIES
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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 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
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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
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Inapplicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
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Inapplicable.
ITEM 6. SELECTED FINANCIAL DATA
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Inapplicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
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RESULTS' OF OPERATION
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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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
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See Exhibit 1 attached hereto. The Company intends to file an
audited Balance Sheet, Statement of Income and Retained Earnings and Statement
of Cash Flows by amendment to this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT'S ON ACCOUNTING AND
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FINANCIAL DISCLOSURE
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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.
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The resignation of Coopers & Lybrand L.L.P. was not recommended or
approved by 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
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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
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John McFadden 53 President
Joseph Avantario 32 Director, Treasurer
Nunzio LiPomi 41 Secretary
All directors and executive officers of the Owners were appointed in
December 1996. Officers are appointed by the Board of Directors and will serve
until they resign or are removed by the Board of Directors.
JOHN MCFADDEN, (AMERICAN) PRESIDENT. Mr. McFadden is a bond trader
with Cambridge Partners, L.L.C., New York since 1995. Prior to that he was head
of municipal reinvestments at CS First Boston.
JOSEPH AVANTARIO, (AMERICAN) DIRECTOR/TREASURER. Mr. Avantario is a
comptroller with Cambridge Partners, L.L.C., New York. He has been comptroller
with Cambridge Partners,
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LLC since April of 1995. From May of 1992 to April 1995 he was with CS First
Boston first as a staff auditor and then as a trader of municipal reinvestments.
NUNZIO LIPOMI, (AMERICAN) SECRETARY. Mr. LiPomi is 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.
ITEM 11. EXECUTIVE COMPENSATION
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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
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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 Limited with in turn is a majority owned subsidiary of Cambridge
Petroleum Transport Corporation
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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Inapplicable.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
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(b) On March 16, 1998, the company filed form 8-K with respect to the
resignation of Coopers & Lybrand LLP as the Company's auditors. See Item 9.
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SIGNATURES
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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.
(Registrant) Golden State Petroleum Transport Corporation
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By (Signature and Title)*/s/ Joseph Avantario - Director
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Date April 17, 1998
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EXHIBIT 1
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
BALANCE SHEET (UNAUDITED)
DECEMBER 31, DECEMBER 31,
1997 1996
Assets:
Cash $ 2 $ 2
Accounts Receivable 5,000 5,000
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Total Assets $5,002 $5,002
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Liabilities and Stockholder's Equity:
Accounts Payable $5,000 $5,000
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Total Liabilities 5,000 5,000
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Stockholder's Equity:
Common stock, no par value 100 shares authorized,
2 shares issued and outstanding
Retained Earnings 2 2
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Total Stockholder's Equity 2 2
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Total Liabilities and Stockholder's Equity $5,002 $5,002
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See Notes to the Financial Statements.
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GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
Statement of Income and Retained Earnings (Unaudited)
FOR THE PERIOD FROM
DECEMBER 5, 1996 (DATE OF
FOR THE YEAR ENDED COMMENCEMENT OF OPERATIONS
REVENUE: DECEMBER 31, 1997 TO DECEMBER 31, 1996
Agency Fees $ 0 $5,000
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EXPENSES:
Transaction Expenses 0 5,000
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Net income -- --
Retained Earnings, beginning of Period $ 0 --
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Retained Earnings, end of Period $ 0 $ --
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SEE NOTES TO THE FINANCIAL STATEMENTS
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GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE PERIOD
FROM DECEMBER 5,
1996 (DATE OF
COMMENCEMENT OF
FOR THE YEAR ENDED OPERATIONS TO
DECEMBER 31, 1997 DECEMBER 31, 1996
Cash Flows provided by Operating Activities
Net Income $ -- $ --
Changes in Assets and Liabilities:
Increase in Accounts Receivable -- (5,000)
Increase in Accounts Payable -- 5,000
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Net Cash provided by Operating Activities -- --
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Cash Flows from Financing Activities:
Capital Contribution -- 2
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Net Cash provided by Financing Activities -- 2
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Cash at beginning of Period 2 --
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Cash at end of Period $ 2 $ 2
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SEE NOTES TO THE FINANCIAL STATEMENTS
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GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
NOTES TO FINANCIAL STATEMENTS
1. 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 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 accounting
principles generally accepted in the United States of America. The
preparation of financial statement in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets
and liabilities the dates of the financial statements and the report
amounts of revenues and expenses during the reporting periods. Actual
results could differ from those estimates.
2. ACCOUNTS RECEIVABLE/RELATED PARTY:
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.
3. 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 its ultimate parent for a
cost equivalent to transaction fees earned.
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