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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
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 Frontline Ltd., Mercury House, 101 Front Street, Hamilton, Bermuda
(Address of principal executive offices)
(441) 295-6935
(Registrant's telephone number, including area code)
c/o Cambridge Fund Management, 535 Madison Avenue, New York, NY 10022
(Former name, former address and former fiscal year
if changed since last report)
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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 ____ No _X__
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
Index to Consolidated Financial Statements
Statements of Operations and Retained Earnings for the
quarters ended March 31, 1998 and 1997 3
Balance Sheets as of March 31, 1998 and December 31, 1997 4
Statements of Cash Flows for the quarters ended March 31,
1998 and 1997 5
Notes to Financial Statements 6
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Statements of Operations and Retained Earnings
for the quarters ended March 31, 1998 and 1997
(Unaudited)
1998 1997
Revenue
Agency fees $ - $ -
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Expenses
Transaction expenses - -
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Net income $ - $ -
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Retained earnings, beginning of period - -
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Retained earnings, end of period $ - $ -
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Balance Sheets as of March 31, 1998 and December 31, 1997
(Unaudited)
1998 1997
ASSETS
Cash $ 2 $ 2
Accounts receivable - -
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Total assets $ 2 $ 2
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LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable $ - $ -
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Total liabilities - -
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Stockholders' equity
Common stock, no par value; 100 shares authorized;
2 shares issued and outstanding 2 2
Retained earnings - -
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Total stockholders' equity 2 2
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Total liabilities and stockholders' equity $ 2 $ 2
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Statements of Cash Flows
for the quarters ended March 31, 1998 and 1997
(Unaudited)
1998 1997
Cash flows from operating activities
Net income $ - $ -
Changes in assets and liabilities
Decrease in accounts receivable - 5,000
Decrease 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 - -
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Net cash provided by financing activities - -
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Cash at beginning of period 2 2
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Cash at end of period $ 2 $ 2
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Notes to Interim Financial Statements (unaudited)
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 ("VLCCs") for charter to an unaffiliated third
party. The mortgage notes are not obligations of, and are not
guaranteed by, the Company.
The Company is a wholly-owned subsidiary of Golden State
Holdings I, Limited, and Isle of Man holding company, which
is a wholly-owned subsidiary of Independent Tankers
Corporation ("ITC").
2. Related Party Transactions
On May 12, 1998, beneficial ownership of Golden State
Holdings I, Limited was acquired by Frontline Ltd. through
the special purpose entity ITC. Frontline Ltd. subsequently
sold its investment in ITC to Hemen Holding Limited, with
effect from July 1, 1998. Hemen Holding Limited is the
majority shareholder in Frontline Ltd.
3. Subsequent Events
On December 7, 1998, Golden State Petro (IOM I-A) PLC took
delivery of the VLCC Frank A. Shrontz. On March 15, 1999,
Golden State Petro (IOM I-B) PLC took delivery of the VLCC J.
Bennett Johnson. Both vessels commenced bareboat charters
with Chevron Transport Corporation coincident with their
acceptance by the respective Owner under the shipbuilding
contract.
On January 31, 1999, Cambridge Fund Management resigned as
manager of the Owners and, on the same date, was replaced by
Frontline Ltd.
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
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"). In the period from December 5, 1996 to December
31, 1996, the Company earned $5,000 as aggregate compensation for
services as agent in the issuance of the Mortgage Notes and,
correspondingly, paid equivalent transaction fees to a company
which was then its ultimate parent, Cambridge Petroleum Transport
Corporation.
Item 3. Quantitative and Qualitative Disclosures about Market
Risk.
Inapplicable
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None
Item 2. Changes in Securities and Use of Proceeds.
Inapplicable
Item 3. Defaults Upon Senior Securities.
Inapplicable
Item 4. Submission of Matters to a Vote of Security Holders.
Inapplicable
Item 5. Other Information.
None
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits and reports to be filed: none
(b) As previously reported, on March 16, 1998, the company
filed form 8-K with respect to the resignation of Coopers &
Lybrand LLP as the Company's auditors.
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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 thereunto duly authorized.
Golden State Petroleum
Transport Corporation
_____________________________
(Registrant)
Date March 30, 1999 By /s/ Kate Blankenship
________________________
Kate Blankenship
Director and Secretary
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