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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 21, 1998
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 333-26227 133927016
(State of other juris- (Commission File (IRS Employer
diction of incorporation) Number) Identification No.)
c/o Frontline Ltd., 101 Front Street, Hamilton, Bermuda HM GX
(Address of principal executive office)
Registrants telephone number, including area code: (441) 295 6935
c/o Cambridge Fund Management L.L.C., 535 Madison Avenue,
19th Floor, New York, New York 10022
(Former name or former address, if changed since last report.)
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Item 1. Change in Control of Registrant
Golden State Holdings I, Ltd., an Isle of Man company
("GSH") is the owner of all of the issued and outstanding shares
of the issuer, Golden State Petroleum Transport Corporation.
On April 21, 1998 all of the issued and outstanding
shares of GSH (as well as all of the issued and outstanding
shares of certain other companies) were sold by Cambridge
Petroleum Transport Corporation, a Cayman Islands company
("CPTC") to Independent Tankers Corporation, a Cayman Islands
company ("ITC"). On the same date, all of the issued and
outstanding shares of ITC were sold to Frontline Ltd., a Bermuda
company ("Frontline"). Frontline paid to CPTC, Merrimac Shipping
Limited, a Liberian corporation and Cambridge Holdings L.L.C., a
Delaware limited liability company (together, the "Initial
Sellers"), a total of approximately US$9.5 million for the
purchase of all of the issued and outstanding shares of ITC.
Each of the Initial Sellers agreed to cause the directors and
officers of ITC to resign following the purchase by Frontline.
Pursuant to a share purchase agreement dated
November 30, 1998 (the "Share Purchase Agreement"), Frontline has
sold, effective as of July 1, 1998, all of the issued and
outstanding shares of ITC to Hemen Holding Limited, a Cyprus
company ("Hemen"). Hemen is the principal shareholder of
Frontline and is indirectly controlled by Mr. John Fredriksen.
Hemen paid Frontline the same consideration as Frontline paid the
Initial Sellers for all of the issued and outstanding shares of
ITC. Hemen has given Frontline a 5-year call option to buy back
the shares of ITC, and as security for its obligations pursuant
to the option agreement, Hemen has pledged the shares to
Frontline. Frontline and Hemen have no agreement in respect of
the directors of ITC and it is expected that the present
directors will remain in their current positions. The Share
Purchase Agreement provides that Frontline and Hemen will, in
January 1999, enter into an agreement pursuant to which Frontline
will act as manager of ITC for Hemen.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
GOLDEN STATE PETROLEUM TRANSPORT
CORPORATION
Date December 29, 1998 /s/ Kate Blankenship
Kate Blankenship
Secretary/Director
02089007.AA2
