<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
OR
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
Commission file number 333-26227
GOLDEN STATE PETRO (IOM I-B) PLC
(Exact name of Registrant as specified in its charter)
Golden State Petro (IOM I-B) PLC
(Translation of Registrant's name into English)
Isle of Man
(Jurisdiction of incorporation or organization)
c/o 15-19 Athol Street, Douglas, Isle of Man IM1 1LB
(Address of principal executive offices)
Securities registered or to be registered pursuant to section
12(b) of the Act.
Title of each class Name of each exchange
on which registered
None
Securities registered or to be registered pursuant to section
12(g) of the Act.
None
(Title of class)
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
<PAGE>
Golden State Petroleum Transport Corporation
8.04% First Preferred Mortgage Notes Due 2019
(Title of class)
Indicate the number of outstanding shares of each of the issuer's
classes of capital or common stock as of the close of the period
covered by the annual report.
2 Shares of Common Stock, $1.00 par value per share
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
Indicate by check mark which financial statement item the
registrant has elected to follow.
Item 17 X Item 18
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
THE COMPANY
Golden State Petro (IOM I-B) PLC (the "Company"), and Golden
State Petro (IOM I-A) PLC ("IOM I-A") (together, the
"Companies"), are Isle of Man public limited companies each
formed for the purpose of acquiring and chartering a very large
crude oil carrier ("VLCC" or "Vessel").
Golden State Petroleum Transport Corporation ("GSPTC"), a
Delaware corporation as an agent for the Company and IOM I-A,
issued 8.04% First Preferred Mortgage Term Notes for $127,100,000
(the "Term Notes") and Serial First Preferred Mortgage Notes for
$51,700,000 (the "Serial Notes") (together the "Notes"). The
principal amount of the Term Notes and the Serial Notes allocated
to the Company is $63,550,000 and $24,900,000, respectively. The
proceeds from the offering and sale of the Notes allocated to the
Company, were used by the Company to fund the construction of a
VLCC by Samsung Corporation and Samsung Heavy Industries Co. Ltd.
(together the "Builders") under the technical supervision of the
Chevron Shipping Company as agent for Chevron Transport
Corporation (the "Initial Charterer") which is an indirect,
wholly-owned subsidiary of Chevron Corporation. The contracted
delivery date of the Vessel is July 1, 1999 although the Vessel
was delivered early on March 15, 1999. The Vessel, the "J.
Bennett Johnson", once accepted by the Company under the building
contract, has been chartered to the Initial Charterer pursuant to
an initial charter for a term of eighteen years (the "Initial
Charter"). The J. Bennett Johnson is a double-hulled carrier of
approximately 308,500 deadweight tonnes ("dwt") and is currently
registered under the Bahamian flag. The Initial Charterer has an
option to terminate the charter on the eighth anniversary of the
delivery date of the Vessel. The Initial Charterer's obligations
under the Initial Charter are guaranteed by Chevron Corporation.
The Company, IOM I-A, and GSPTC are wholly-owned subsidiaries of
Golden State Holdings I, Limited ("GSH"), an Isle of Man holding
company. Prior to May 12, 1998, GSH was wholly-owned by
Cambridge Petroleum Transport Corporation, a Cayman Islands
company ("CPTC"). On May 12, 1998, all of the issued and
outstanding shares of GSH were transferred by 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. ("Frontline"), a publicly listed Bermuda
company.
Pursuant to a share purchase agreement dated December 23, 1998,
as amended on March 4, 1999, Frontline has sold, effective as of
1
<PAGE>
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, the Chairman and Chief Executive Officer
of Frontline.
The Company is chartering the Vessel to the Initial Charterer
under the Initial Charter which is expected to provide, so long
as the Initial Charter is in effect, (a) charter hire payments
sufficient to pay (i) the Company's obligations under the Notes,
(ii) the management fees under the management agreements, (iii)
the estimated recurring fees, (iv) the estimated fees payable to
the indenture trustee for the Notes (the "Indenture Trustee") and
(v) any other costs and expenses incidental to the ownership and
chartering of the Vessel that are to be paid by the Company and
to fund a debt service reserve fund and (b) that the Vessel will
be maintained in accordance with good commercial maintenance
practices, and to arrange for vessel management and re-marketing
services to be available in case any Initial Charter is
terminated or the Vessel is for any other reason returned to the
possession and use of the Company.
The Company was incorporated in the Isle of Man because it is a
jurisdiction whose regulation of the shipping industry and
favorable tax laws have traditionally encouraged the organization
of shipping companies. The Isle of Man is an "open registry"
jurisdiction, which has traditionally been associated with the
shipping industry. The Company conducts its business and is
resident in the Isle of Man; to date it has not incurred taxation
on its income and should not, under current law and practice in
such jurisdictions, incur such taxation in the future.
The principal executive offices of the Company are located at 15-
19 Athol Street, Douglas, Isle of Man IM1 1LB and its telephone
number is 011 (44) 1624-638303.
MANAGEMENT OF THE COMPANY
Under a management agreement (a "Management Agreement") with each
Company, Cambridge Fund Management L.L.C., a Delaware limited
liability company ("Cambridge") and an affiliate of CPTC,
provided administrative, ship management and advisory services to
the Companies as manager ("Manager").
Pursuant to each Management Agreement, the Manager receives a fee
(the "Management Fee") of $50,000 per year per Vessel. All costs
of maintaining the corporate status of the Company, accounting
and auditing fees and other related costs ("Recurring Fees") are
payable by the Manager from the Management Fee. The Management
Fee is payable semi-annually. The Companies believe that the
Management Fee will be sufficient to cover the Companies'
2
<PAGE>
anticipated expenses during the term of the Initial Charter. On
January 31, 1999, Cambridge resigned as Manager of the Companies
and was replaced by Frontline.
CHARTER MARKET
THE INITIAL CHARTER
Pursuant to the Initial Charter, the Initial Charterer has agreed
to charter the Vessel commencing on its delivery date and ending
on the eighteenth anniversary of such delivery date. Pursuant to
the Initial Charter, the Initial Charterer has the right to
terminate the Initial Charter on five dates (each, an "Optional
Termination Date") beginning on the expiration of the period
commencing on the delivery date for such Vessel and terminating
on the eighth anniversary thereof (each, a "Fixed Period") and on
each of the four subsequent two-year anniversaries thereof.
During the Fixed Period, the charter hire shall be $27,199 per
day. Charter hire after the Fixed Period will be $28,500.
During the term of the Initial Charter, the Company is not liable
for any expense in operating, registering, documenting, insuring,
repairing or maintaining the Vessel and is not required to supply
a vessel or any part thereof if the Vessel or any part thereof is
lost, damaged, rendered unfit for use, confiscated, seized,
requisitioned, restrained or appropriated. Pursuant to the
Initial Charter, the Initial Charterer is required to pay charter
hire in respect of the Vessel without offset or deduction for any
reason whatsoever.
REMARKETING
In the event the Initial Charterer gives notice to the Company of
its intent to terminate the Initial Charter, the Manager,
pursuant to the related Management Agreement, is required to
engage a remarketing agent. McQuilling Brokerage Partners, Inc.
("McQuilling") and ACM Shipping Limited ("ACM Shipping") have
agreed to provide on a non-exclusive basis remarketing services
if the Initial Charterer exercises its option to terminate the
Initial Charter for the Vessel. McQuilling, established in 1972,
is a leading New York-based ship broker whose activities
encompass all aspects of chartering, sale and purchase, ship
finance, demolition and project development. ACM Shipping is a
leading London shipbroker which has strong relationships with the
major oil companies. ACM Shipping has been in the ship brokerage
business since 1982.
If the Initial Charterer elects to terminate the Initial Charter
for the Vessel on the first Optional Termination Date for the
Initial Charter, the allocated principal amount of the Notes for
the Vessel will be approximately $63.55 million. All of the
Serial Notes will have matured on or prior to such date. If (i)
the Initial Charterer elects to terminate the Initial Charter for
the Vessel, (ii) an acceptable replacement charter has not been
3
<PAGE>
entered into and (iii) such Vessel has not been sold, then in
order to make scheduled sinking fund and interest payments on the
Notes, if any, and to pay estimated ship expenses for the related
Vessel, minimum bareboat charter hire payments of approximately
$18,569 per day per Vessel, would be required upon recharter.
The foregoing charter hire rates would not cover $10,995,000 of
the final principal payment allocated to the Vessel. The
$10,995,000 is less than current estimates of the approximate
residual value of the respective Vessel on the date of the final
payment. No assurance can be given as to the residual or scrap
value of the Vessel on such date of the final payment and no
assurance can be given that the Manager would be able to obtain
charters at the foregoing charter hire rates.
CHARTER RATES AND THE MARKET FOR SECONDHAND VESSELS
The shipping industry is highly cyclical, experiencing volatility
in profitability, vessel values and charter rates. In
particular, freight and charterhire rates are strongly influenced
by the supply and demand for shipping capacity.
COMPETITION
The market for international seaborne crude oil transportation
services is highly fragmented and competitive. Seaborne crude
oil transportation services generally are provided by two main
types of operators: major oil company captive fleets (both
private and state-owned) and independent shipowner fleets. In
addition, several owners and operators pool their vessels
together on an ongoing basis, and such pools are available to
customers to the same extent as independently owned and operated
fleets. Many major oil companies and other oil trading companies
also operate their own vessels and use such vessels not only to
transport their own crude oil but also to transport crude oil for
third party charterers in direct competition with independent
owners and operators in the tanker charter market. Competition
for charters is intense and is based upon price, location, size,
age, condition and acceptability of the vessel and its manager.
Competition is also affected by the availability of other size
vessels to compete in the trades in which the Company engages.
INSPECTION, INSURANCE AND REGULATION
INSPECTION BY CLASSIFICATION SOCIETY
Every commercial vessel's hull and machinery must be "classed" by
a classification society authorized by its country of registry.
The classification society ensures that a vessel is constructed
and equipped in accordance with the International Maritime
Organization (the "IMO") regulations and the Safety of Life at
Sea Convention.
A vessel must be inspected by a surveyor of the classification
society every year ("Annual Survey"), every two years
4
<PAGE>
("Intermediate Survey") and every four years ("Special Survey").
Each vessel is also required to be dry docked every 30 to 60
months for inspection of the underwater parts of the vessel. If
any defects are found, the classification surveyor will issue a
"recommendation" which has to be acted upon, and the defect must
be rectified by the shipowner within a prescribed time limit. At
the Special Survey, the vessel is examined thoroughly, including
an inspection to determine the thickness of the steel plates in
various parts of the vessel, and repairs may be recommended. For
example, if the thickness of the steel plates is found to be less
than class requirements, steel renewals will be prescribed. A
one-year grace period may be granted by the classification
society to the shipowner for completion of the Special Survey.
If the vessel experiences excessive wear and tear, substantial
amounts of money may have to be spent for steel renewals to pass
a Special Survey. In lieu of the Special Survey every four years
(five years, if grace is given), a shipowner has the option of
arranging with the classification society for the vessel's hull
or machinery to be on a continuous survey cycle, whereby every
part of the vessel is surveyed within a five-year cycle.
Insurance underwriters make it a condition of insurance coverage
for the vessel to be "classed" and "class maintained" and the
failure of a vessel to be "classed" and "class maintained" may
render such a vessel unusable.
The Vessel will be maintained during the term of the Initial
Charter by the Initial Charterer in accordance with good
commercial maintenance practice commensurate with other vessels
in the Initial Charterer's fleet of similar size and trade, as
required by the Initial Charter. The Initial Charter requires
the Initial Charterer to return the Vessel on termination of the
Initial Charter to the Company "in class" under the rules of the
American Bureau of Shipping (or another classification society
previously approved by the Company). In addition, the Company
has the right to inspect the Vessel and to require surveys upon
redelivery, and the Initial Charterer will be responsible for
making or compensating the Company for certain necessary repairs
in connection with such redelivery.
INSURANCE
The operation of any ocean-going vessel carries an inherent risk
of catastrophic marine disasters, environmental mishaps, cargo
and property losses or damage and business interruptions caused
by adverse weather and ocean conditions, mechanical failures,
human error, political action in various countries, war,
terrorism, piracy, labor strikes and other circumstances or
events. Pursuant to the Initial Charter, the Vessel may be
operated through the world in any lawful trade for which the
Vessel is suitable, including carrying oil and its products. In
the past, political conflicts in many regions, particularly in
the Arabian Gulf, have included attacks on tankers, mining of
5
<PAGE>
waterways and other efforts to disrupt shipping in the area.
Vessels trading in such regions have also been subject to acts of
terrorism and piracy. In addition, the carriage of petroleum
products is subject to the risk of spillage and leakage. Any
such event may result in increased costs or the loss of revenues
or assets, including a Vessel.
Under the Initial Charter, the Initial Charterer is entitled to
self-insure against marine and war risks relating to the Vessel
and against protections and indemnity risks relating to the
Vessel during the term of the Initial Charter and, accordingly,
purchasers of the Notes cannot rely on the existence of third-
party insurance. There can be no assurance that all risks will
be adequately insured against, that any particular loss will be
covered or that the Company will be able to procure adequate
insurance coverage at commercially reasonable rates in the
future. In particular, stricter environmental regulations may
result in increased costs for, or the lack of availability or,
insurance against the risks of environmental damage or pollution.
The Initial Charterer will, pursuant to the Initial Charter,
indemnify the Company from damages arising from a failure to
maintain any financial responsibility requirements whether
relating to oil or other pollution damage. The Initial Charterer
will also indemnify the Company to the extent losses, damages or
expenses are incurred by the Company relating to oil or other
pollution damage as a result of the operation of the Vessel by
the Initial Charterer.
ENVIRONMENTAL AND OTHER REGULATIONS
The Vessel and the operation of the Vessel must comply with
extensive and changing environmental protection laws and
regulations. Compliance with these laws and regulations may
entail significant expenses, including expenses for ship
modifications and changes in operating procedures. These laws
and regulations could have a material adverse effect on the
business and the operations of the Company and any charterer of
the Vessel. In particular, the United States Oil Pollution Act
of 1990, as amended ("OPA 90"), provides for strict liability for
owners, operators and demise charterers of any vessel for certain
oil pollution incidents in the waters of the United States or
adjoining shorelines or the exclusive economic zone. The United
States Coast Guard has adopted a final rule (the "Final Rule")
under OPA 90 published on March 7, 1996 which requires owners,
operators and demise charterers of self-propelled tanker vessels
operating in United States waters to meet the aggregate financial
responsibility requirements required under OPA 90 as well as
under the Comprehensive Environmental Response, Compensation and
Liability Act of 1980 ("CERCLA"). The Final Rule requires
owners, operators and demise charterers to furnish the United
States Coast Guard with evidence of financial responsibility in
6
<PAGE>
compliance with the limits specified by OPA 90 and CERCLA. The
Initial Charterer has, pursuant to the Initial Charter, furnished
evidence of financial responsibility with respect to the Vessel
to the United States Coast Guard as required by the Final Rule.
If the prospective recharterers of the Vessel fail to comply with
the Final Rule, it would have a material adverse effect on the
Company and holders of the Notes.
Owners or operators of tankers operating in United States waters
must file vessel response plans with the United States Coast
Guard and their tankers must operate in compliance with their
United States Coast Guard approved plans. Such response plans
must, among other things, (i) identify and ensure, through
contract or other approved means, the availability of necessary
private response resources to respond to a "worst case"
discharge, (ii) describe crew training and drills, (iii) identify
a qualified individual with full authority to implement removal
actions and (iv) describe mitigation and response actions. The
Initial Charterer has advised the Company that vessel response
plans have been approved for the Vessel.
OPA 90 specifically permits individual states to impose their own
liability regimes with regard to oil pollution incidents
occurring within their boundaries, and many states have enacted
legislation providing for unlimited liability for oil spills. In
some cases, states which have enacted such legislation have not
yet issued implementing regulations defining tanker owners'
responsibilities under these laws. Additionally, under OPA 90
the liability of responsible parties, United States or foreign,
with regard to oil pollution damage in the United States is not
preempted by any international convention.
The International Maritime Organization, an agency of the United
Nations (the "IMO"), recently adopted regulations designed to
reduce oil pollution in international waters. In complying with
OPA 90, the IMO regulations and other regulations that may be
adopted, the Company and any charterer of the Vessel may be
forced to incur additional costs in meeting new maintenance and
inspection requirements, in developing contingency arrangements
for potential spills and in obtaining insurance coverage.
Certain states in the United States, the European Community and
certain other countries have adopted or are also considering
adopting stricter technical and operational requirements for
tankers. Additional laws and regulations may be adopted which
may have a material adverse effect on the business and the
operations of the Company.
The business and the operations of the Company and any charterer
of the Vessel are materially affected by government regulation in
the form of international conventions, national, state and local
7
<PAGE>
laws and regulations in force in the jurisdictions in which the
Vessel operates, as well as in the country or countries of their
registration. Because such conventions, laws and regulations are
often revised, the Company cannot predict the ultimate cost of
complying with such revised conventions, laws and regulations or
the impact thereof on the resale price or useful life of the
Vessel.
OPA 90
OPA 90 applies to all vessels that trade in the United States or
its territories or possessions or operate in United States
waters, which include the United States territorial seas and the
two hundred nautical mile exclusive economic zone of the United
States. Under OPA 90, vessel owners, operators and demise
charterers are "responsible parties" with strict liability on a
joint and several basis (unless the spill results solely from the
act or omission of a third party (subject to certain statutory
qualifications), an act of God or an act of war for all oil spill
containment and clean-up costs and other damages arising from
actual and threatened oil spills pertaining to their vessels.
These other damages include (i) natural resources damages and the
costs of assessment thereof, (ii) real and personal property
damages, (iii) net loss of taxes, royalties, rent, fees and other
lost government revenues, (iv) lost profits or impairment of
earning capacity due to property or natural resource damage, (v)
net cost of public services necessitated by a spill response,
such as protection from fire, safety or health hazards, and (vi)
loss of subsistence use of natural resources. OPA 90 limits the
liability of responsible parties to the greater of $1,200 per
gross ton or $10 million per tanker (subject to possible
adjustment for inflation); however, that limit would not apply if
the incident were caused by violation of applicable United States
federal safety, construction or operating regulations or by the
responsible party's gross negligence or willful misconduct, or if
the responsible party fails or refuses to report an incident
which the responsible party knows or has reason to know of, or to
provide all reasonable cooperation and assistance requested by a
responsible official in connection with oil removal activities.
OPA 90 does not by its terms impose liability on lenders or the
holders of mortgages on vessels; however, there is no specific
exclusion for such entities under OPA 90. In addition, if the
Indenture Trustee or any holder exercises remedies and becomes an
"owner" or "operator" or "demise charterer" of the Vessel
following a Mortgage Event of Default, such persons or entities
may be subject to liability under OPA 90. A catastrophic spill
could exceed the liability limits of any insurance coverage
available, in which event there could be a material adverse
effect on the owner and the operator of the vessel involved in
the spill.
8
<PAGE>
IMO
The IMO was organized in 1958. Over 100 national governments are
members of the IMO, whose purpose is to provide for international
regulations and practices affecting shipping and international
trade and to encourage the adoption of standards of safety and
navigation. During the last 35 years the IMO has initiated over
700 resolutions and 30 major conventions and protocols. All IMO
agreements must be ratified by the individual government
constituents. Outside the United States, many countries have
ratified and follow the liability scheme adopted by the IMO and
set out in the International Convention on Civil Liability for
Oil Pollution Damage of 1969 ("CLC"), as amended by the 1992
Protocol, which entered into force May 30, 1996. Under the CLC,
an oil tanker's registered owner is strictly liable for pollution
damage caused on the territorial waters of a contracting state by
a discharge of oil, subject to certain defenses and limits. The
current limit for a ship not exceeding 5,000 gross tons is 3
million Special Drawing Rights ("SDR") and, for each additional
ton on a larger vessel, an additional 420 SDRs, up to a maximum
of 59.7 million SDRs. (An SDR is defined by the International
Monetary Fund on the basis of a basket of currencies. The
exchange rate in effect on June 22, 1999 for the US dollar
equivalent of the SDR was approximately 1.34, making the maximum
liability approximately US $80 million.) The right to limit
liability is forfeited only where the spill is caused by the
owner's actual fault or the fault of a third party with whom the
owner has a direct contractual relationship. Vessels trading to
contracting states must establish evidence of insurance covering
the limited liability of the owner.
In jurisdictions where the CLC has not been adopted, various
legislative schemes or common law govern and liability is imposed
either on the basis of fault or in a manner similar to the CLC.
On March 6, 1992, the IMO adopted regulations which set forth new
and upgraded requirements for pollution prevention for tankers.
These regulations went into effect on July 6, 1995. The Vessel
complies with such IMO regulations.
The IMO continues to review and introduce new regulations on a
regular basis. It is impossible to predict what additional
regulations, if any, may be passed by the IMO, whether those
regulations will be adopted by member countries and what effect,
if any, such regulations might have on the operation of oil
tankers.
9
<PAGE>
ITEM 2. DESCRIPTION OF PROPERTIES
THE VESSEL
Other than the Vessel described in Item 1. Description of
Business, the Company has no property.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any pending legal proceedings and
no such proceedings are known to be contemplated.
ITEM 4. CONTROL OF REGISTRANT
Except as set forth below, the Registrant is not aware of any
beneficial owner of more than 5% of the Company's Common Stock as
of close of business on June 15, 2000.
Beneficial Ownership
Class of Name and address Number of Percent
Shares of Beneficial Owners Shares of Class
--------- -------------------- --------- --------
Ordinary Shares Hemen Holding Limited* 2 100%
* The issued and outstanding shares of the Company are owned by GSH. All
of the issued and outstanding shares of GSH are owned by ITC. All of the
issued and outstanding shares of ITC are owned by Hemen, a Cyprus
company. Hemen is controlled by John Fredriksen.
All of the Company's issued and outstanding ordinary shares have
been pledged to the Indenture Trustee.
ITEM 5. NATURE OF TRADING MARKET
The Notes do not trade on an organized exchange but rather trade
in private transactions among the parties.
ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING
SECURITY HOLDERS
Inapplicable.
ITEM 7. TAXATION
Isle of Man
Under the Income Tax (Exempt Companies) Act, the Company is
exempt from any Isle of Man income tax, or any other tax on
10
<PAGE>
income of distributions accruing to or derived for the Company,
or in connection with any transactions with the Company, or any
shareholders.
No estate, inheritance, succession, or gift tax, rate, duty, levy
or other charge is payable in the Isle of Man with respect to any
shares, debt obligations or other securities of the Company.
There is no reciprocal tax treaty between the Isle of Man and the
United States.
ITEM 8. SELECTED FINANCIAL DATA
The selected income statement data of the Company with respect to
the fiscal years ended December 31, 1999, 1998 and 1997, and the
period ended December 31, 1996, and the selected balance sheet
data with respect to the fiscal years ended December 31, 1999 and
1998, have been derived from the Company's Financial Statements
included herein and should be read in conjunction with such
statements and the notes thereto. The selected balance sheet data
with respect to the year ended December 31, 1997 and the period
ended December 31, 1996 has been derived from audited financial
statements of the Company not included herein. The following
table should also be read in conjunction with Item 9
"Management's Discussion and Analysis" and the Company's
Consolidated Financial Statements and Notes thereto included
herein. The Company's accounts are maintained in US dollars.
Year Ended Period Ended
Dec 31, 1999 Dec 31, 1998 Dec 31, 1997 Dec 31, 1996
------------------------------------------- ------------
(in $)
Net loss (357,487) (722,885) (585,522) (18,054)
Vessel/Vessel under
construction 84,035,117 57,190,518 42,437,663 39,474,565
Total Assets 91,557,744 91,915,231 92,638,119 62,468,436
Total Short Term
Note Obligations 2,650,000 - - -
Total Long Term
Note Obligations 87,700,000 90,350,000 90,350,000 63,350,000
ITEM 9. MANAGEMENT'S DISCUSSION AND ANALYSIS
OVERVIEW
The Company was formed as an Isle of Man public limited company
for the purpose of acquiring and chartering a Vessel.
At the time of the issuance of the Notes by GSPTC (the "Closing
Date"), the Company (i) received the net proceeds from the sale
of the Notes, (ii) paid the first installment of the purchase
11
<PAGE>
price of the Vessel, (iii) paid certain legal, printing, rating
and other fees and expenses, and (iv) deposited the balance of
the net proceeds from the sale of the Notes into a guaranteed
investment contract (the "Pre-Funding Account"). In addition,
the Company entered into a building contract (the "Building
Contract), the Technical Supervision Agreement, the Initial
Charter, the Management Agreement and certain security agreements
for the benefit of the holders of the Notes and became the
beneficiary of a Building Contract guarantee and the Chevron
guarantee.
Between the Closing Date and the delivery date of its Vessel, the
operations of the Company consisted solely of (i) making payments
of interest on the Notes, (ii) making payments of Recurring Fees
and Management Fees, (iii) making additional installments under
the Building Contract, (iv) receiving interest on amounts held in
the Pre-Funding Account, (v) receiving certain non-cash
contributions from the Technical Supervisor of services and
Owners' Items and (vi) fulfilling its obligations under the
Registration Rights Agreement.
The Vessel, once accepted by the Company under the Building
Contract on March 15, 1999, has been delivered to the Initial
Charterer.
Following delivery of the Vessel, the operations of the Company
consist solely of (i) receiving charter hire payments under its
Initial Charter, any Acceptable Replacement Charter and other
charters, (ii) receiving proceeds from the sale, if any, of the
Vessel, (iii) making payments of interest and principal on the
Notes, (iv) making payments of Recurring Fees and Management Fees
and (v) receiving interest income on amounts held in the trust
accounts.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1999 COMPARED WITH THE YEAR ENDED
DECEMBER 31, 1998
In the year ended December 31, 1999, the Company earned
$7,908,109 charter income, which represents the hire for the
period from delivery on March 15, 1999 at a rate of $27,199 per
day. In the year ended December 31, 1999, the Company earned
$653,514 interest income, reduced from $2,811,514 in 1998 due to
a reduction in income generating investments which were utilized
in 1998 to fund Vessel purchase installments.
Interest expense was $6,092,625 in 1999 compared with $3,388,435
in the 1998. In 1998, $3,501,631 of interest was capitalized in
the cost of the Vessel.
12
<PAGE>
Depreciation expense of $2,680,521 represents approximately ten
month's charge following the Vessel's delivery.
In 1999, the Company paid interest on the Notes of $6,890,064
(1998 - $6,890,068) and paid vessel purchase installments of
$28,727,681 (1998 - $11,251,224).
YEAR ENDED DECEMBER 31, 1998 COMPARED WITH THE YEAR ENDED
DECEMBER 31, 1997
In the year ended December 31, 1998, the Company earned
$2,811,514 interest income, compared with $3,525,454 in 1997.
This reduction reflects the decrease in restricted investments
due to the payment of vessel purchase installments.
Interest expense was $3,388,435 in 1998, compared with $3,969,179
in 1997. These amounts are net of capitalized interest of
$3,501,631 and $2,963,097 in 1998 and 1997, respectively.
In 1998 the Company paid interest on the Notes of $6,890,068
(1997 - $4,153,180) and paid vessel purchase installments of
$11,251,224 (1997 - $nil).
By reason of the foregoing, the net loss for 1998 was $722,885
compared with $585,522 in 1997.
CAPITAL RESOURCES AND LIQUIDITY
Through the contractual delivery date of the Vessel, interest on
the Notes has been payable from amounts on deposit in the Pre-
Funding Account. Since the delivery date, the Company's sources
of funds are charter hire payments for the Vessel, earnings on
permitted investments and the proceeds from the sale, if any, of
the Vessel. The Company does not have, nor will it have in the
future, any other source of capital for payment of the Notes.
On the Closing Date, the Company (i) received $89.1 million
reflecting the proceeds from the sale of the Notes, net of the
initial purchaser's discounts and commissions and financial
advisory fees, (ii) paid $38.9 million which represents the first
installment of the contract purchase price of its Vessel (iii)
paid $0.5 million in legal, printing, rating and other fees and
expenses and (iv) deposited $49.7 million into the Pre-Funding
Account.
On the first Optional Termination Date with respect to the
Vessel, the Company will have a balance in the debt service
reserve fund of at least $9.1 million, assuming no prior
withdrawals from the debt service reserve fund, and will have
outstanding an aggregate principal amount of Term Notes of $63.55
million.
13
<PAGE>
To the extent that the Initial Charterer does not terminate the
Initial Charter, the balance of funds on deposit in the debt
service reserve fund will exceed the amount of the Term Notes
outstanding by approximately August 1, 2014. To the extent that
the Initial Charterer terminates the Initial Charter at the first
Optional Termination Date thereof, the average daily bareboat
charter hire rate that would be sufficient to permit timely
payments of principal and interest on the Term Notes until their
maturity date is approximately $18,569.
The foregoing determination assumes that amounts remaining in the
trust accounts will be invested in permitted investments that
will provide a return of 7.0% per annum compounded monthly for
funds on deposit in the Pre-Funding Account and a return of 6.0%
per annum compounded monthly for funds on deposit in the revenue
account and the debt service reserve fund. On the Closing Date,
guaranteed investment contracts for funds on deposit in the Pre-
Funding Account and revenue account (until the latest maturity
date of the Serial Note) rated at least "Aa" or "AA" by Moody's
or Standard & Poor's, respectively, were available with at least
the assumed annual rate of return and the Company believes that
guaranteed investment contracts for certain funds on deposit with
the Indenture Trustee other than in the Pre-Funding Account or
the revenue account (until the latest maturity date of the Serial
Notes) rated at least "A" by Moody's or Standard & Poor's will be
available with at least the assumed annual rate of return for
such amounts until the latest maturity date of the Term Notes.
The annual rate of return on permitted investments of amounts
remaining in any trust account on or after August 1, 2014 cannot
be predicted.
YEAR 2000
The Vessel is provided with computers and has computerized
control systems. Further, the Vessel has equipments such as, for
example, navigational aids, communications systems, machinery
equipment, cargo measuring equipment and alarm systems that rely
on computers or embedded computer chips for proper function. The
Company has successfully transitioned into the Year 2000 without
any Y2K related disruption to the operation of the Vessel.
Although considered unlikely, the Company could be still affected
by Y2K problems by the Company's customers, suppliers and other
third parties. The Company will continue to monitor the
situation and take action as necessary to remedy any problems
that might occur. In addition the Initial Charterer has
confirmed that in the dealings with the Vessel it will continue
to take, all reasonable steps to monitor Y2K compliance.
The Initial Charterer's obligation to pay charter hire is
absolute, including in circumstances where a Vessel should be
unfit for use due to computer related problems, should such occur
14
<PAGE>
in spite of the Initial Charterer's diligent approach to the
preparations for the year 2000. In addition, the Initial
Charterer is obliged to indemnify the Company in respect of
events arising through the term of the Charter with respect to,
among other things, all liabilities claims and proceedings
arising in any manner out of the operation of the Vessel by the
Initial Charterer with no exclusion of events relating to
computers or problems that could affect computers at certain
dates. The Initial Charterer's obligations as described above
are guaranteed by the Chevron Guarantees.
The Company relies on banks for its payments and on general
communication equipment. The Company will only rely on
internationally recognized commercial banks and communication
companies for providing such services. The Company relies on
services provided by the Manager for their administration and
management. The Manager provides these services at a fixed
price. The Manager has provided such services without date
related interruptions and the Company has not incurred any year
2000 related expenses.
ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
(a) QUANTITATIVE INFORMATION ABOUT MARKET RISK
i) SERIAL NOTES
The Serial Notes bear interest at rates ranging from 6.36%
to 6.85% through maturity. The Serial Notes mature over a
seven-year period beginning one year from February 1, 2000.
Interest is payable semi-annually on February 1 and August.
The outstanding Serial Notes have the following
characteristics:
Maturity date Interest rate Principal
------------- ------------- ---------
February 1, 2000 6.36%$ 2,650,000
February 1, 2001 6.46% 3,450,000
February 1, 2002 6.55% 3,700,000
February 1, 2003 6.61% 3,950,000
February 1, 2004 6.70% 4,200,000
February 1, 2005 6.80% 4,450,000
February 1, 2006 6.85% 4,400,000
---------
$26,800,000
===========
15
<PAGE>
As of December 31, 1999, 1998 and 1997, the effective
interest rate for the Serial Notes was 6.641%.
ii) TERM NOTES
Interest on the Term Notes will accrue from the date of
issuance thereof at a rate per annum equal to 8.04%, and
will be payable on each February 1 and August 1 of each
year. The Term Notes will be subject to redemption through
the operation of a mandatory sinking fund on each payment
date commencing February 1, 2008 up to and including August
1, 2018, according to the schedule of sinking fund
redemption payments set forth below. The sinking fund
redemption price is 100% of the principal amount of Term
Notes being redeemed, together with accrued and unpaid
interest to the date fixed for redemption. The Term Notes
will mature, and the final payment of principal and interest
on the Term Notes will be due, on February 1, 2019.
The following table provides the scheduled sinking fund
redemption amounts and final principal payment on the Term
Notes:
16
<PAGE>
SINKING FUND REDEMPTION AMOUNTS AND FINAL PRINCIPAL PAYMENT
Scheduled payment date
February 1, 2008 $1,430,000
August 1, 2008 1,490,000
February 1, 2009 1,550,000
August 1, 2009 1,610,000
February 1, 2010 1,675,000
August 1, 2010 1,745,000
February 1, 2011 1,815,000
August 1, 2011 1,885,000
February 1, 2012 1,960,000
August 1, 2012 2,040,000
February 1, 2013 2,125,000
August 1, 2013 2,210,000
February 1, 2014 2,295,000
August 1, 2014 2,390,000
February 1, 2015 2,485,000
August 1, 2015 2,585,000
February 1, 2016 2,690,000
August 1, 2016 2,800,000
February 1, 2017 2,910,000
August 1, 2017 3,025,000
February 1, 2018 3,150,000
August 1, 2018 3,275,000
February 1, 2019 14,410,000
----------
$63,550,000
===========
(b) QUALITATIVE INFORMATION ABOUT MARKET RISK
The Company was organized solely for the purpose of acquiring and
chartering the Vessel, J. Bennett Johnson, using the proceeds of
the Term Notes and the Serial Notes allocated to the Company by
GSPTC.
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT
The Company does not have any employees involved in the
management of the Vessel. The following table sets forth the
name, age and principal position with the Company of each of its
directors.
17
<PAGE>
Name Age Position with the Company
---- --- -------------------------
Andrew James Baker 41 Director, Secretary
Kate Blankenship 35 Director
Tor Olav Troim 37 Director
Officers are appointed by the Board of Directors and will serve
until they resign or are removed by the Board of Directors.
Andrew James Baker: non-executive Isle of Man resident director
since December 1996 and secretary since November 1996. Mr. Baker
is a solicitor with Cains, Isle of Man who are legal advisers to
the Company and as such are entitled to charge for professional
advice and services. He has been a solicitor with Cains since
March 1994. Prior to that he was a partner with the law firm
Pennington's since 1987.
Kate Blankenship: Mrs. Blankenship has been a director of Golden
State Petro (IOM I-B) PLC since November 1, 1998. She has been
employed by Frontline since 1994 and is currently the Chief
Accounting Officer and Secretary. 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.
Tor Olav Troim: Mr. Troim has been a director of Golden State
Petro (IOM I-A) PLC since November 1, 1998. Mr. Troim has been a
director of Frontline since July 1, 1996. Mr. Troim also serves
as a director of Frontline AB, ICB Shipping AB and Frontline
Management, all subsidiaries of Frontline. Mr. Troim 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. Troim served as Managing Director and a member
of the board of Directors of DNO AS, a Norwegian oil company.
ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS
During 1999, the Company paid its directors and officers
aggregate compensation of 750 pounds sterling.
ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM THE REGISTRANT
OR SUBSIDIARIES
Inapplicable.
18
<PAGE>
ITEM 13. INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Inapplicable.
PART II
ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED
Inapplicable.
PART III
ITEM 15. DEFAULTS UPON SENIOR SECURITIES
Inapplicable.
ITEM 16. CHANGES IN SECURITIES AND CHANGES IN SECURITY
FOR REGISTERED SECURITIES
Inapplicable.
19
<PAGE>
PART IV
ITEM 17. FINANCIAL STATEMENTS
See the financial statements listed in Item 19 below and set
forth in pages F-1 through F-12.
ITEM 18. FINANCIAL STATEMENTS
Inapplicable.
ITEM 19. FINANCIAL STATEMENTS AND EXHIBITS
The following documents are filed as part of this Annual Report:
a) Financial Statements Page
Index to Financial Statements F-1
Report of Independent Certified Public Accountants F-2
Balance Sheets at December 31, 1999 and 1998 F-3
Statements of Operations and Accumulated Deficit for
the Years Ended December 31, 1999, 1998 and 1997 F-4
Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997 F-5
Notes to Financial Statements F-6
b) Exhibits
Designation
of Exhibit in
this Form 20-F Description of Exhibit
------------- ----------------------
1* Supplement No. 1, dated as of January 31, 1999
to the indenture, dated as of December 1,
1996, among Golden State Petroleum Transport
Corporation and Golden State Petro (IOM I-A)
PLC and Golden State Petro (IOM I-B) PLC and
United States Trust Company of New York, as
indenture trustee, filed as Exhibit 1 to the
Company's Annual Report on Form 20-F for the
fiscal year ended December 31, 1998.
2* Management Agreement, dated as of January 31,
1999 between Golden State Petro (IOM I-B) PLC,
a company organized under the laws of the Isle
of Man and Frontline Ltd., a Bermuda company,
20
<PAGE>
filed as Exhibit 2 to the Company's Annual
Report on Form 20-F for the fiscal year ended
December 31, 1998.
* Incorporated by reference herein.
21
<PAGE>
INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants F-2
Financial Statements
Balance Sheets F-3
Statements of Operations and Accumulated Deficit F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6
F-1
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS OF
GOLDEN STATE PETRO (IOM I-B) PLC
We have audited the balance sheets of Golden State Petro (IOM
I-B) PLC (a company incorporated in the Isle of Man), a wholly-
owned subsidiary of Golden State Holdings I, Limited, as of
December 31, 1999 and 1998, and the related statements of
operations and accumulated deficit, and cash flows for the years
ended December 31, 1999, 1998 and 1997. 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 auditing standards
generally accepted in the United States of America. 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 Petro (IOM I-B) PLC as of December 31, 1999,
1998, and the results of its operations and its cash flows for
the years ended December 31, 1999, 1998 and 1997 in conformity
with accounting principles generally accepted in the United
States of America.
Grant Thornton, LLP
New York, New York
January 27, 2000
F-2
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
Balance Sheets
As of December 31, 1999 and 1998
ASSETS 1999 1998
Restricted investments $6,585,244 $33,691,366
Debt issue costs 937,383 1,033,347
Vessel, net 84,035,117 57,190,518
Total assets $91,557,744 $91,915,231
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Interest payable and other
liabilities $2,891,690$ 2,891,690
Mortgage notes 90,350,000 90,350,000
---------- ----------
Total liabilities 93,241,690 93,241,690
---------- ----------
Commitments and Contingencies
Stockholders' deficit
Common stock, $1.00 par value each; 2,000 shares authorized;
2 shares issued and outstanding 2 2
Accumulated deficit (1,683,948) (1,326,461)
---------- ----------
Total stockholders' deficit (1,683,946) (1,326,459)
---------- ----------
Total liabilities and
stockholders' deficit $91,557,744 $91,915,231
=========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-3
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
For the years ended December 31, 1999, 1998 and 1997
1999 1998 1997
Revenue
Charter income $7,908,109 $- $-
Interest income 653,514 2,811,514 3,525,454
---------- --------- ---------
Total revenue 8,561,623 2,811,514 3,525,454
---------- --------- ---------
Expenses
Interest expense 6,092,625 3,388,435 3,969,179
Management fees 50,000 50,000 45,833
Depreciation 2,680,521 - -
Amortization of
debt issue costs 95,964 95,964 95,964
---------- --------- ---------
Total expenses 8,919,110 3,534,399 4,110,976
---------- --------- ---------
Net loss$ (357,487) $(722,885) $(585,522)
Accumulated deficit,
beginning of year $(1,326,461) $(603,576) $(18,054
----------- --------- ---------
Accumulated deficit,
end of year $(1,683,948) $(1,326,461) $(603,576)
=========== =========== =========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-4
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
STATEMENTS OF CASH FLOWS
For the years ended December 31, 1999, 1998 and 1997
1999 1998 1997
Cash flows from operating activities
Net loss $(357,487) $(722,885) $(585,522)
Adjustments to reconcile net loss
to net cash provided by operating
activities
Depreciation 2,680,521 - -
Amortization of debt issue costs 95,964 95,964 95,964
Changes in operating assets and
liabilities
Increase (decrease) in interest
payable and other liabilities - (3) 2,799,929
---------- -------- ---------
Net cash provided by (used in)
operating activities 2,418,998 (626,924) 2,310,371
---------- ---------- ----------
Cash flows from investing activities
Decrease (increase) in restricted
investments 27,106,122 15,379,779 (26,077,274)
Payments made under vessel
construction contract (28,727,681) (11,251,224) -
Interest capitalized (797,439) (3,501,631) (2,963,097)
----------- ---------- ----------
Net cash used in investing
activities (2,418,998) (626,924)(29,040,371)
----------- --------- ----------
Cash flows from financing activities
Proceeds from mortgage notes - - 27,000,000
Debt issue costs - - (270,000)
---------- ---------- -----------
Net cash provided by financing
activities - - 26,730,000
F-5
<PAGE>
---------- ---------- ----------
Net Decrease in Cash $ - $ - $ -
========== ========== ==========
Supplemental disclosures of cash flow information:
Cash paid during the period for
interest $6,890,064 $6,890,068 $4,153,180
========== ========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
F-6
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
Golden State Petro (IOM I-B) PLC (the "Company"), together
with Golden State Petro (IOM I-A) PLC ("IOM I-A"), has been
formed as an Isle of Man public limited company for the
purpose of acquiring and chartering two very large crude oil
carriers ("VLCCs").
Golden State Petroleum Transport Corporation ("GSPTC"), a
Delaware corporation as an agent for the Company and IOM I-
A, issued 8.04% First Preferred Mortgage Term Notes for
$127,100,000 (the Term Notes") and Serial First Preferred
Mortgage Notes for $51,700,000 (the "Serial Notes")
(together the "Notes"). The principal amount of the Term
Notes and the Serial Notes allocated to the Company is
$63,550,000 and $26,800,000 respectively. The proceeds from
the offering and sale of the Notes allocated to the Company
have been used by the Company to fund the construction of a
VLCC by Samsung Corporation and Samsung Heavy Industries Co.
Ltd. (collectively, the "Builders") under the technical
supervision of the Chevron Shipping Company as agent for
Chevron Transport Corporation (the "Initial Charterer")
which is an indirect, wholly-owned subsidiary of Chevron
Corporation. The vessel, the "J. Bennett Johnston" (the
"Vessel"), was accepted by the Company under the building
contract on March 15, 1999 and concurrently was chartered to
the Initial Charterer pursuant to an initial charter for a
term of eighteen years. The Initial Charterer has an option
to terminate the charter on the eighth anniversary of the
delivery date for the VLCC. The Initial Charterer's
obligations under the initial charter are guaranteed by
Chevron Corporation.
The Company, IOM I-A, and GSPTC are wholly-owned
subsidiaries of Golden State Holdings I, Limited, an Isle of
Man holding company. Prior to May 12, 1998, Golden State
Holdings I, Limited was wholly-owned by Cambridge Petroleum
Transport Corporation, a Cayman Islands company ("CPTC").
On May 12, 1998, all of the issued and outstanding shares of
Golden State Holdings I, Limited were sold by 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.
("Frontline"), a publicly listed Bermuda company.
F-7
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
Pursuant to a share purchase agreement dated December 23,
1998, as amended on March 4, 1999, 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, the Chairman and Chief Executive Officer of
Frontline.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The financial statements have been prepared in accordance
with accounting principles generally accepted in the United
States of America.
ALLOCATION OF MORTGAGE NOTES
The Company is jointly and severally liable under the Notes
with IOM I-A for the issued amount of $178,800,000. In
preparing the separate company financial statements of the
Company and IOM I-A, the aggregate amount of the Notes has
been allocated so as to reflect the difference in the
contracted cost of the vessels.
OPERATING LEASE
The operating lease commenced upon the delivery of the
Vessel to the Initial Charterer. Income from the operating
lease is being recognized rateably over the term of the
leases.
VESSEL AND VESSEL UNDER CONSTRUCTION
Construction in progress was capitalized in accordance with
contract payments made and also includes the capitalization
of interest charges and certain transaction costs incurred
during the period of the Vessel's construction. Since
completion and delivery of the Vessel, the cost of the
Vessel less estimated residual value is being depreciated on
a straight line basis over the Vessel's remaining life. The
remaining life is estimated to be 25 years from delivery.
F-8
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
DEBT ISSUE COSTS
Debt issue costs comprise expenses incurred in connection
with the issuance of the Notes. Such expenses are being
amortized over the weighted average life of the Serial
Notes, and the life of the Term Notes, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The methods and assumptions used in estimating the fair
values of financial instruments are as follows:
Restricted Investments: The restricted investments
balance represent investments in guaranteed investment
contracts which are readily convertible into cash. The
guaranteed investment contracts are considered to be
investments held to maturity and as such are stated at
cost plus accrued interest, which approximates fair
value. These contracts are with Pacific Mutual Life
Insurance, a California life insurance company, and are
held in the name of the United States Trust Company on
behalf of the Company as the Indenture Trustee.
Mortgage Notes: The carrying value of the Notes
approximates fair value as of December 31, 1999 and
1998 based upon the current borrowing rates available
for financing with similar terms and maturities and the
short elapsed time between the date of the balance
sheet and the date of issuance of the Notes.
Interest Payable and Other Liabilities: The carrying
values approximate fair values due to their relatively
short maturities.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with
accounting principles generally accepted in the United
States of America requires management to make estimates and
assumptions in determining the reported amounts of assets
and liabilities and disclosure of contingent assets and
liabilities at the dates of the financial statements and the
reported amounts of revenue and expenses during the
reporting periods. Actual results could differ from such
estimates.
F-9
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
INCOME TAXES
The Company is exempt from United States Federal, state and
local income taxes on its international shipping income and
has been granted exemptions from the statutory 20% tax on
profits required to be assessed against Isle of Man
companies.
Certain entities are exempt from US corporate income tax on
US source income from their international shipping
operations if (i) their countries of incorporation exempt
shipping operations of US persons from income tax (the
"Incorporation Test") and (ii) they meet the "Ultimate Owner
Test". A company meets the Ultimate Owner Test if more than
50% of the value of its stock is owned directly or
indirectly pursuant to specified constructive stock
ownership rules by individuals who are residents of a
foreign country that exempts US persons from tax on shipping
earnings. The Company meets the Incorporation Test because
the Company is incorporated in the Isle of Man, which
provides the required exemption to US persons involved in
shipping operations pursuant to an exchange of diplomatic
notes with the United States, and the Company believes more
than 50% of the value of its outstanding stock is indirectly
owned by individuals who are residents of countries which
provide the required exemption to US persons involved in
shipping operations. The issue of residence is, however,
inherently factual and cannot be determined with certainty.
Based on the foregoing, the Company expects all of its
income to remain exempt from United States Federal, state
and local income taxes. Accordingly, no provision for taxes
has been made in these financial statements.
3. ADOPTION OF NEW ACCOUNTING STANDARDS
SFAS No. 133, "Accounting for Derivatives and Hedging
Activities" is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000 (January 1, 2001
for the Company) and requires that all derivative
instruments be recorded on the balance sheet at their fair
value. Changes in the fair value of derivatives are
recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and, if it is, the
type of hedge transaction.
F-10
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
The Company anticipates that the adoption of SFAS No. 133
will not have a material effect on the presentation of the
Company's balance sheet or results of operations and
accumulated deficit.
4. RESTRICTED INVESTMENTS
The Restricted Investments accounts (the "Accounts") were
established in the name and under the control of the United
States Trust Company as the Indenture Trustee (the
"Trustee"). The proceeds of the Notes issued on behalf of
the Company were deposited into one of the Accounts (the
"Pre-Funding Account") in the form of a guaranteed
investment contract. The funds in the Pre-Funding Account
can be used only to fund the installment construction
payments, principal and interest due on the Notes and
management fees prior to the delivery of the Vessel.
Charterhire payments are being deposited into a separate one
of the Accounts (the "Revenue Account") in the form of a
guaranteed investment contract. The funds in the Revenue
Account can be used only to fund the principal and interest
due on the Notes and management fees subsequent to the
delivery of the Vessel.
5. DEBT ISSUE COSTS
The debt issue costs are comprised of the following amounts:
1999 1998
Debt issue costs $ 1,233,272 $ 1,233,272
Accumulated amortization (295,889) (199,925)
----------- -----------
$ 937,383 $ 1,033,347
=========== ===========
F-11
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
6. VESSEL AND VESSEL UNDER CONSTRUCTION
1999 1998
Cost at beginning of year $57,190,518 $42,437,663
Purchase price
installments paid 28,727,681 11,251,224
Interest capitalized 797,439 3,501,631
----------- -----------
Cost at end of year $86,715,638 $57,190,518
Accumulated depreciation
at beginning of year $ - $ -
Charge for year 2,680,521 -
----------- -----------
Accumulated depreciation
at end of year $ 2,680,521 $ -
=========== ===========
Net book value at end
of year $84,035,117 $57,190,518
=========== ===========
Included in the purchase price installments paid is a
premium of $1,037,091 paid to the Builders on delivery due
to the early delivery of the Vessel.
7. MORTGAGE NOTES
On December 24, 1996, GSPTC, a special purpose Delaware
corporation which is an entity affiliated with the Company,
acted as agent on behalf of the Company and IOM I-A and
issued the Notes, certain terms of which are set forth
below. The Company was allocated, along with IOM I-A, a
share of the proceeds from the offering and sale of the
Notes, which totaled $90,350,000.
F-12
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
The Notes have priority of payment as described in the
Indenture Agreement and are collateralized by a statutory
first mortgage on the Vessel and assignment of the following
to the Trustee: (i) the building contract with the Builders
and a technical supervision agreement; (ii) the building
contract performance guarantee with the Korea Development
Bank; (iii) the initial charter; (iv) the charter supplement
(pursuant to the issuance of Additional Notes); (v) the
Chevron Corporation guarantee; and (vi) certain other
collateral.
SERIAL NOTES
The Serial Notes were issued in the aggregate principal
amount of $51,700,000, of which $26,800,000 was allocated to
the Company.
Set forth below are the allocated principal amounts and the
interest rates of the Serial Notes payable on each maturity
date for the Company, as at December 31, 1999, 1998 and
1997.
Maturity date Interest Rate Principal
February 1, 2000 6.36% $ 2,650,000
February 1, 2001 6.46% 3,450,000
February 1, 2002 6.55% 3,700,000
February 1, 2003 6.61% 3,950,000
February 1, 2004 6.70% 4,200,000
February 1, 2005 6.80% 4,450,000
February 1, 2006 6.85% 4,400,000
-----------
$26,800,000
===========
Interest has been accrued for the Serial Notes from
December 24, 1997, and is payable on February 1 and August 1
of each year. As of December 31, 1999, 1998 and 1997, the
effective interest rate for the Serial Notes was 6.641%.
F-13
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
TERM NOTES
The Term Notes were issued by GSPTC, acting as an agent for
both the Company and IOM I-A, in the aggregate principal
amount of $127,100,000. The allocated principal amount of
Term Notes to the Company is $63,550,000. Interest on the
Term Notes is payable on each February 1 and August 1.
The Term Notes will be subject to redemption through the
operation of a mandatory sinking fund on each payment date
commencing February 1, 2008 up to and including August 1,
2018, according to the schedule of sinking fund redemption
payments set forth below. The sinking fund redemption price
is 100% of the principal amount of Term Notes being
redeemed, together with accrued and unpaid interest to the
date fixed for redemption. The Term Notes will mature, and
the final payment of principal and interest on the Term
Notes will be due, on February 1, 2019. The amortization
schedule will approximate the level of debt service through
to the maturity date with an additional principal payment on
the maturity date of $10,995,000.
The following table provides the scheduled sinking fund
redemption amounts and final principal payment on the Term
Notes.
F-14
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
SINKING FUND REDEMPTION AMOUNTS AND FINAL PRINCIPAL PAYMENT
Scheduled payment date
----------------------
February 1, 2008 $1,430,000
August 1, 2008 1,490,000
February 1, 2009 1,550,000
August 1, 2009 1,610,000
February 1, 2010 1,675,000
August 1, 2010 1,745,000
February 1, 2011 1,815,000
August 1, 2011 1,885,000
February 1, 2012 1,960,000
August 1, 2012 2,040,000
February 1, 2013 2,125,000
August 1, 2013 2,210,000
February 1, 2014 2,295,000
August 1, 2014 2,390,000
February 1, 2015 2,485,000
August 1, 2015 2,585,000
February 1, 2016 2,690,000
August 1, 2016 2,800,000
February 1, 2017 2,910,000
August 1, 2017 3,025,000
February 1, 2018 3,150,000
August 1, 2018 3,275,000
February 1, 2019 14,410,000
-----------
$63,550,000
===========
ADDITIONAL NOTES
The Company was entitled to issue an additional series of
first preferred mortgage notes (the "Additional Notes") upon
the delivery date of the Vessel. The Company did not
exercise this entitlement on the delivery of the Vessel.
F-15
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
MANDATORY REDEMPTION
The Serial Notes, together with the Term Notes and the
Additional Notes, will be subject to mandatory redemption on
a pro rata basis in an aggregate principal amount equal to
the allocated principal amount of the Notes of the Vessel if
the Vessel is a total loss, at a redemption price equal to
100% of the principal amount thereof, plus accrued and
unpaid interest (including default interest) to the date
fixed for redemption.
If the initial Charterer exercises any of its termination
options as defined in the Initial Charter, and the Company
does not enter into an acceptable replacement charter for
the Vessel on or before the date which is one week prior to
the next sinking fund payment date for the Term Notes
following the effective date of such termination and the
Vessel is sold, with the consent of all the holders of the
Term Notes, then the outstanding Term Notes will be redeemed
in part, from the net proceeds of the sale of the Vessel and
the allocable portion of the Restricted Investments account,
in an aggregate redemption price equal to the sum of such
net proceeds and the allocable portion of the debt service
reserve fund. The debt service reserve fund, together with
the interest earned thereon, provides for the payment of the
average annual sinking fund payment and interest on the Term
Notes. If all the holders of the Term Notes do not consent
to such a sale, Frontline as Manager, will attempt to
recharter the Vessel.
OPTIONAL REDEMPTION
The Serial Notes will not be subject to optional redemption
prior to the respective maturity dates.
F-16
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
The Term Notes may be redeemed in whole or in part at the
discretion of the Company on any payment date on or after
August 1, 1999 at a redemption price equal to 100% of the
principal amount thereof plus accrued and unpaid interest
to the date fixed for redemption, provided that if (i) such
redemption occurs prior to February 1, 2018 and (ii) a
Vessel is then subject to the related Initial Charter or to
an acceptable replacement charter pursuant to which the
charterer thereunder is required to pay charter hire equal
to or greater than the charter hire payable by the Initial
Charterer during the fixed period, then the make-whole
premium, as defined in the Offering Memorandum, shall be
payable with respect to Mortgage Notes in an amount equal to
allocated principal amount of the Mortgage Notes for such
Vessel. The Company may not exercise such optional
redemption if such optional redemption would adversely
affect the then applicable ratings on the Serial Notes. In
addition, Term Notes may be redeemed in part in an aggregate
principal amount equal to the allocated principal amount of
the Notes for the Vessel if the Initial Charter for the
Vessel is terminated and an acceptable replacement charter
is not entered into, at a redemption price equal to 100% of
the principal amount thereof plus accrued interest to the
date fixed for redemption.
DEBT COVENANTS
The Indenture includes certain covenants that, among other
things, prohibit the Company and GSPTC from incurring
additional indebtedness (other than subordinated loans) and
impose limitations on the amount of investments, on loans,
advances, mergers, the payment of dividends and the making
of certain other payments, the creation of liens and certain
transactions with affiliates.
F-17
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
8. COMMITMENTS AND CONTINGENCIES
The following is a schedule by years of minimum future
charter income on the noncancellable portion of the
operating lease for the fiscal years ending December 31:
2000 $9,927,635
2001 9,927,635
2002 9,927,635
2003 9,927,635
2004 9,927,635
2005 - 2007 21,874,796
-----------
$71,512,971
===========
9. CONCENTRATION OF CREDIT RISK AND OTHER RISK
The Company has no sources for the payment of the principal
of, and the interest on, the Notes except for the Restricted
Investments accounts held by the Trustee. Accordingly, the
Company's ability to pay debt service on the Notes is wholly
dependent upon its financial condition, results of operation
and cash flows from the Vessel's operation.
There is a concentration of credit risk with respect to
Restricted Investments to the extent that all of the amounts
are carried with Pacific Mutual Life Insurance.
There is a concentration of credit risk due to the fact that
the sole source of charter income is Chevron Transport
Corporation. The Company does not consider this is a
significant risk.
F-18
<PAGE>
GOLDEN STATE PETRO (IOM I-B) PLC
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
10. RELATED PARTY TRANSACTIONS
Pursuant to an agreement (the "Management Agreement")
between the Company and Frontline (the "Manager"), an
affiliate of the Company, the Manager provides
administrative, management and advisory services to the
Company at an annual fee of $50,000, payable semi-annually.
All cost of administering the Company are payable by the
Manager from the Management Fee. The Management agreement
is effective until termination by either party upon 30 days
prior written notice. Management fee expenses and
management fee payable as of December 31, 1999, 1998 and
1997 are as follows:
1999 1998 1997
Management fee expenses $50,000 $50,000 $45,833
Management fee payable $20,833 $20,833 $20,833
Prior to January 31, 1999, Cambridge Fund Management,
L.L.C., an affiliate of CPTC, was the Manager. On January
31, 1999, Cambridge Fund Management, L.L.C. resigned as
Manager and on the same date was replaced by Frontline.
F-19
<PAGE>
EXHIBIT INDEX
Designation
of Exhibit in
this Form 20-F Description of Exhibit
------------- ----------------------
1* Supplement No. 1, dated as of January 31, 1999
to the indenture, dated as of December 1,
1996, among Golden State Petroleum Transport
Corporation and Golden State Petro (IOM I-A)
PLC and Golden State Petro (IOM I-B) PLC and
United States Trust Company of New York, as
indenture trustee, filed as Exhibit 1 to the
Company's Annual Report on Form 20-F for the
fiscal year ended December 31, 1998.
2* Management Agreement, dated as of January 31,
1999 between Golden State Petro (IOM I-B) PLC,
a company organized under the laws of the Isle
of Man and Frontline Ltd., a Bermuda company,
filed as Exhibit 2 to the Company's Annual
Report on Form 20-F for the fiscal year ended
December 31, 1998.
* Incorporated by reference herein.
F-20
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Act
of 1934, the registrant certifies that it meets all of the
requirements for filing on Form 20-F and has duly caused this
annual report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Golden State Petro (IOM I-B) PLC
(Registrant)
by: /s/ Kate Blankenship
------------------------
(Signature)
Kate Blankenship, Director
Date: June 26, 2000
F-21
