GOLDEN STATE PETROLEUM TRANSPORT CORP
8-K, 1998-03-16
WATER TRANSPORTATION
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                       Securities and Exchange Commission
                             Washington, D.C. 20549


                  GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
                        GOLDEN STATE PETRO (IOM I-A) PLC
                        GOLDEN STATE PETRO (IOM I-B) PLC
                                       8-K
                                 MARCH 13, 1998

FORM 8-K/A1
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT:   March 5, 1998 (Date of earliest event reported)

REGISTRANTS:      GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
                  GOLDEN STATE PETRO (IOM I-A) PLC
                  GOLDEN STATE PETRO (IOM I-B) PLC
                  (Exact Name of Registrants as specified in their Charters)

STATE OF          Delaware
INCORPORATION     Isle of Man
OR REGISTRATION:  Isle of Man
                  (State of Incorporation or Other Jurisdiction of Incorporation
                   or Organization)

                  c/o Cambridge Fund Management LLC
                  535 Madison Avenue
                  New York, NY 10022
                  (212) 508-6516
                  (Address, including zip code, and telephone number of
                  principal executive offices of Golden State Petroleum
                  Transport Corporation)

                  c/o 15-19 Athol Street
                  Douglas, Isle of Man IM1 1LB
                  011-44-1-62-4628575
                  (Address, including zip code, and telephone number of
                  principal executive offices of Golden State Petro
                  (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC)

COMMISSION FILE
NUMBER:           333-26227



<PAGE>



I.R.S. EMPLOYER   N/A
IDENTIFICATION    N/A
NUMBER            N/A


ITEM 4.           On March 5, 1998, Coopers & Lybrand L.L.P. resigned as the
                  companies' certifying accountants.

                  Cooper's & Lybrand opinion on the registrants' financial
                  statements as 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
                  I-B), contained no adversities, disclaimers, uncertainties or
                  qualifications.

                  The resignation of Coopers & Lybrand L.L.P. was not
                  recommended or approved by the Companies' Board(s) of 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, because of
                  C&L's belief that such management 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. C&L
                  has advised the Registrant that its determination to resign as
                  the accountants for the Registrant was not based upon or
                  related to any disagreement relating to the Registrant or any
                  failure by management of the Registrant to disclose to C&L any
                  matters relating to the Registrant.

SIGNATURE:        Pursuant to the requirements of the Securities and Exchange
                  Act of 1934, the Registrants have duly caused this report to
                  be signed on their behalf by the undersigned, hereto duly
                  authorized.

                  GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
                  GOLDEN STATE PETRO (IOM I-A) PLC
                  GOLDEN STATE PETRO (IOM I-B) PLC

DATE:             March 13, 1998                         /s/ Joseph R. Avantario
                                                         -----------------------
                                                         Director and Treasurer


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