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FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of November, 1998
GOLDEN OCEAN GROUP LIMITED
(Translation of registrant's name into English)
P.O. Box 265, Suite 6
Tower Hill House, Le Bordage
St. Peter Port, GY1 3QU Channel Islands
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will
file annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing
the information to the commission pursuant to Rule 12g3-2(b)
under the Securities Exchange Act of 1934.
Yes No X
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GOLDEN OCEAN GROUP LIMITED
QUARTERLY REPORT 30th SEPTEMBER, 1998
CHAIRMAN'S STATEMENT
This statement accompanies Golden Ocean Group Limited's report
for the third quarter of 1998. This shows a loss for the first
nine months of 1998 of $15.4 million. Although this amount seems
large, it is in line with our budget expectations. These take
into account the interest burden on the Senior Notes which, in
the period covered by this report, totalled $23.1 million.
Golden Ocean will only generate sufficient income to meet the
Senior Note interest cost once the major part of our double hull
VLCC fleet has been delivered. The results for the first nine
months of 1998 are reviewed more fully in the attached
Management's Discussion and Analysis.
During the third quarter we took delivery of our second double
hull VLCC, the NEW VISTA and of two handymax bulk carriers, the
GOLDEN PROTEA and GOLDEN ALOE. We also placed an order with
Hitachi Zosen for a 75,000 dwt. panamax bulk carrier with
delivery in the third quarter of 1999. This will replace the
GOLDEN DISA sold in the second quarter of this year.
The most significant potential changes in the quarter to our
fleet are the options we have taken to purchase seven VLCCs.
These have been ordered by subsidiaries of our parent company,
Golden Ocean Limited for delivery in 2000 and 2001. By taking
the options we avoid a potential conflict of interest. I am
constantly asked how this differs from making direct orders
ourselves. The most significant difference is that we are not
obligated to exercise the options and purchase vessels. The
options convey the right to acquire the vessels but, by entering
into them we incur no obligations to the shipyards. The options
are transferable and could if necessary be sold to a third party.
They are exercisable at any time between delivery of the vessel
from the builder and the first anniversary thereof. Most
importantly, the options give us the opportunity to complete a
modern fleet which is big and flexible enough to meet the
requirements of even the largest charterers. We will have the
third largest VLCC fleet in the world and the biggest double-
skinned.
Since writing in the second quarter report produced in August,
the changes in the economic factors that drive our business have
been significant. On the positive side weakening charter rates
have now begun the accelerated scrapping of older units that we
have anticipated. So far this year 16 older VLCCs have been
scrapped or otherwise deleted against 10 deliveries. Other
changes have been :
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(a) The yen has strengthened against the dollar from 146 at the
time of my last statement to 115 in mid October and 121 at
the time of writing. This increases the dollar cost of the
ten VLCC newbuildings we have contracted for in yen, eight
of which are still to be financed. In dollar terms the
price of these vessels will have increased from below $70
million when the yen was at its weakest to an average at
present of $82 million. This increases the amount of
finance which we need to raise to take delivery of each
vessel. I might add that keeping the contracts in yen has
been the right strategy. Had we converted the VLCC
contracts into dollars at the time of ordering the average
cost would have exceeded $90 million.
(b) Generally, the value of newbuilding VLCCs has fallen by 12%
since the start of the year, of which 4% has been since the
end of the second quarter. The prime reason for this has
been the need of Korean shipyards to sacrifice profit for
cash flow.
(c) Turbulence in capital markets has reduced the willingness of
banks to provide shipping loans and has increased lending
margins by around 50 basis points over LIBOR. Accordingly
we have had to provide $3 million additional cash collateral
to complete the NEW VISTA financing. The GOLDEN VICTORY
financing is now expected to be for $12 million less than
that indicated to us at the end of July.
(d) Single voyage charter rates for modern VLCCs have decreased
from $42,700 in July to $26,600 in the last month. This
removes the profit share contribution of the NEW VANGUARD
and NEW VISTA and reduces our share of the earnings of the
joint venture owned GOLDEN FOUNTAIN. Reflecting this market
weakness three year period charter rates have reduced from
an average of $39,000 to $31,000 per day. Weakening spot
charter markets, whilst they might accelerate scrapping of
obsolete tonnage, make it more difficult to arrange
profitable long term charters, particularly for more distant
delivery dates. However we take comfort from the fact that
our earliest unchartered VLCC that requires financing is not
due for delivery until June 1999.
We delayed issue of this quarter's report for a few days so that
we could include information on the financing of the GOLDEN
VICTORY due for delivery in early January 1999. At the time of
writing we are still a few days away from a financial commitment
but this is expected within the near future.
We recognise that we have been going through a period of adverse
fundamentals in our business. Our business continues to be
viable in current conditions and the long term outlook remains
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positive. In spite of the financial crisis hitting Asian
economies, energy demand continues to increase. Our vision and
determination remain unchanged. We will build the world's
largest and best fleet of modern double skinned VLCCs.
Fred W Y Cheng
November 25, 1998
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
GENERAL
The Group is an international owner, operator and manager of
VLCCs and dry bulk carriers. The Group focuses on long-term
chartering of newbuilding vessels to third parties.
FLEET REVIEW
A fleet list is included at the back of this report. The Group
has a delivered fleet of thirteen ships comprised of eight dry
bulk vessels and five VLCCs. It has on order thirteen VLCCs and
four dry cargo vessels. Of the delivered fleet, one existing
VLCC and two dry cargo vessels are owned by joint ventures, as
are two of the VLCC newbuildings. In addition the Group has
options to purchase a further seven VLCCs for delivery in 2000
and 2001.
In the third quarter of 1998 there were three additions to the
fleet: the Handymax GOLDEN PROTEA was delivered in early
September followed by its sister vessel the GOLDEN ALOE later in
the same month. Both vessels have been placed on long-term time
charter to Safmarine, the national carrier of South Africa. The
second of the company's double-hulled VLCCs, the NEW VISTA, was
also delivered in September. This vessel has been bareboat
chartered to Hong Kong Ming Wah Shipping Co. for ten years.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1998 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997
OPERATING REVENUES
Net operating revenues (charter income less brokers' commissions)
for the nine months ended September 30, 1998 were $33.9 million
compared with $35.4 million for the nine months ended September
30, 1997. This decrease resulted from changes in the wholly
owned fleet. The Company sold two vessels in December 1997, a
third in January 1998 and the GOLDEN DISA in June 1998. In the
same period the Company took delivery of five wholly owned
vessels but three of these deliveries were in September 1998.
The company will see the benefit of the earnings of these vessels
from the fourth quarter of 1998 onwards. In large part due to
these fleet changes, available operating days of 1,996 were 17%
lower in the first nine months of 1998 than in the first nine
months of 1997 (2,393 days).
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Total operating revenues for the nine months ended September 30,
1998, including the Group's share of profits of joint ventures,
increased by 4% to $38.0 million compared with $36.7 million for
the nine months ended September 30, 1997, primarily due to an
improvement in earnings of joint ventures.
SHARE OF EARNINGS OF JOINT VENTURES
The Group's currently operating joint ventures are the owning
companies of the GOLDEN FOUNTAIN, the GOLDEN DAISY and the GOLDEN
ROSE. The Company's share of earnings of joint ventures for the
nine months ended September 30, 1998 was $2.6 million compared
with a loss of $0.4 million for the same period in 1997. This
improvement is due in part to the increased earnings of the
GOLDEN FOUNTAIN, which achieved average hire income, including
profit share, of $32,500 per day in the first nine months of 1998
compared with $27,300 over the same period in 1997. The result
for the period also benefited from the earnings of the GOLDEN
DAISY (delivered in February) and GOLDEN ROSE (delivered in
April).
OPERATING EXPENSES
Vessel operating costs which include crew wages and expenses,
insurance, lubricating oils, stores and spares, repairs and
maintenance decreased by 6% to $7.7 million for the nine months
ended September 30, 1998 compared with $8.2 million for the nine
months ended September 30, 1997.
Due to the changes in the fleet, depreciation expense decreased
by 8% to $11.4 million for the nine months ended September 30,
1998 compared with $12.4 million for the nine months ended
September 30, 1997.
The increase in administrative expenses reflects the higher level
of corporate activity and tonnage under construction.
Administrative expenses were $6.5 million for the nine months
ended September 30, 1998 compared with $2.3 million for the nine
months ended September 30, 1997. Administrative expenses
principally cover expenses of the subsidiary agents of the Group
in London and Tokyo and affiliated agents of the Group in Hong
Kong, Shanghai and Vancouver, together with audit, administrative
and legal fees. Where affiliated agents have been used, these
costs have been charged to the Group on an actual cost basis.
Primarily as a result of the developments referred to above,
total operating expenses for the nine months ended September 30,
1998 were $27.0 million compared with $24.0 million for the nine
months ended September 30, 1997.
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NET OPERATING INCOME
As a result of the foregoing, net operating income decreased by
13% to $11.0 million for the nine months ended September 30,
1998, compared with $12.6 million for the nine months ended
September 30, 1997.
OTHER INCOME/EXPENSES
Foreign exchange gains for the nine months ended September 30,
1998 were $8.1 million compared with $10.1 million for the nine
months ended September 30, 1997. The foreign exchange gains were
due principally to the appreciation of the Dollar against the
Yen. At September 30, 1997, the exchange rate was Yen 120.73 per
$1 while at December 31, 1997, the rate was Yen 130.0 per $1. By
September 30, 1998, the Dollar had strengthened to an exchange
rate of Yen 136.1 per $1, an appreciation of 5% in the nine
months and 13% over the full twelve-month period.
Interest income, mainly from escrow funds held as security for
the Senior Notes and from the uninvested portion thereof,
amounted to $3.2 million in the nine months ended September 30,
1998.
Interest expense increased by $22.7 million to $36.7 million as
compared with $14.0 million for the nine months ended September
30, 1997, primarily due to the issuance of the Senior Notes. The
interest expense for the nine months ended September 30, 1998
represents an average interest cost of 5.25% on interest bearing
secured loans and capital leases and an overall interest cost of
10.5% on all debt including the Senior Notes.
NET INCOME
As a result of the foregoing, the net loss was $15.4 million for
the nine months ended September 30, 1998, against a profit of
$10.3 million for the nine months ended September 30, 1997.
OUTLOOK FOR CURRENT YEAR
As all delivered vessels in the wholly owned fleet are either on
time charter or bareboat charter, some of the constituent factors
of net operating income are relatively predictable. With the
heavy cost of servicing the Senior Notes, a loss for the full
year is expected. However the results in the fourth quarter of
1998 will vary from those in the first nine months due among
others, to the following factors :
(a) The last quarter of 1998 will have the full benefit of the
earnings of the NEW VISTA (delivered September 14, 1998),
GOLDEN PROTEA (delivered September 1, 1998) and GOLDEN ALOE
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(delivered September 24, 1998). No further changes to the
composition of the fleet are planned for the last quarter of
1998.
(b) The Yen has depreciated against the Dollar from Yen 130.0
per $1 at December 31, 1997 to Yen 136.1 per $1 at September
30, 1998. Changes in the exchange rate of Yen to Dollars
between September 30, 1998, and the year-end will affect the
Company's result of operations.
(c) The time charter of the GOLDEN FOUNTAIN ended on the 7th
September and the vessel is currently employed in the voyage
charter market. These voyages are yielding an average of
$25,000 time charter equivalent earnings per day.
Management continues to monitor market conditions for
favourable time charter opportunities.
(d) The principal amount of Senior Notes outstanding after the
exercise of the Note warrants has increased to $291.4
million from $200 million. After capitalisation of the cost
of pre-delivery finance of VLCCs ordered with proceeds of
the Senior Notes, Note interest expense for the full year
will be $31.7 million compared with $7.0 million in 1997.
LIQUIDITY AND CAPITAL RESOURCES
Total shareholders' equity at September 30, 1998 was $109.8
million compared to $125.2 million at December 31, 1997. The
decrease was due to the charge for the nine months ended
September 30, 1998 of the net loss of $15.4 million.
Long term debt as of September 30, 1998 consists of $231.8
million of 10% Senior Notes on an accreted value basis and $418.0
million of long term secured debt and obligations under capital
leases.
At September 30, 1998 the Company had cash and cash equivalents
of $12.5 million compared with $6.4 million at December 31, 1997.
This included restricted or escrow cash of $4.7 million at
September 30, 1998 and $1.4 million at December 31, 1997. Cash
and cash equivalents increased by $6.1 million as a result of
operating activities and the balance of proceeds from the
issuance of a further $91,382,000 of Senior Notes on March 2,
1998. These Notes were issued at a price of $756.60 per $1,000
principal amount and generated net proceeds of $52.7 million
after issue expenses and funds placed in escrow.
Management believes that the Company will be able to enter into
long-term charters for each of the remaining unchartered VLCC
newbuildings and that, on the strength of these charters, it will
be able to arrange long term financing. Since the last quarterly
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report, the Company has concluded arrangements for the charter of
the GOLDEN VICTORY (due for delivery in January 1999). The
GOLDEN VICTORY has been time chartered for seven years from
delivery. On the strength of this charter, financing of the
remaining payments due to the shipyard is being arranged. There
can be no assurance that such financing will be concluded.
Management is now focusing on arranging suitable long-term
charters for the five remaining unfinanced VLCCs to be delivered
in 1999. Committed payments on these five unfinanced VLCCs total
Y35.3 billion and $79.7 million. At September 30 exchange rate
these payments due amount to $339.0 million. In the past, the
Company has been granted deferrals from its builders in instances
where the negotiation of financing has been in progress. While
the company is negotiating financing, failure to conclude
financing in appropriate amounts or failure of the builders to
revise their payment schedules in the absence of such financing
could result in the Company's being unable to meet these
commitments. The Company will not be able to meet these payments
unless suitable financing is arranged.
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GOLDEN OCEAN GROUP LIMITED (INCORPORATED IN LIBERIA)
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US$'000)
September 30 December 31
1998 1997
ASSETS
CURRENT ASSETS
Cash and cash equivalents 12,521 6,419
Inventories 431 392
Trade accounts receivable 309 303
Due from related parties 1,909 -
Investment in direct financing sub-lease 1,553 1,554
Prepaid expenses and other accounts receivable 1,868 1,374
Short term investments 28,479 19,581
Vessel under capital lease, net - 40,149
Total current assets 47,070 69,772
Vessels owned, net 424,152 274,023
Vessel under capital lease, net 76,950 40,414
Vessels under construction 124,350 129,692
Options to purchase vessels 48,650 -
Investment in joint ventures 6,607 4,018
Loans to joint ventures 22,186 21,192
Investment in direct financing sub-lease 28,622 31,183
Long term investments - 18,490
Goodwill, net 18,634 19,219
Deferred note issue costs, net 9,753 9,313
Total assets $806,974 $617,316
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current maturities of long term debt 19,765 13,955
Obligations under capital leases 5,340 30,016
Trade accounts payable and accrued expenses 3,359 3,344
Note interest payable 2,428 6,667
Accrued profit share - 6,243
Time charter income received in advance 2,535 2,572
Amounts due to related parties 297 289
Drydocking and special survey provisions 1,425 713
Total current liabilities 35,149 63,799
Other loans 13,010 12,265
Long term debt 304,486 188,646
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Obligations under capital leases 88,436 61,119
Notes payable 231,762 150,281
Amounts due to shareholder 23,922 15,649
Drydocking and special survey provisions 410 318
Total liabilities 697,175 492,077
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September 30 December 31
1998 1997
SHAREHOLDERS' EQUITY
Share capital - -
Additional paid in capital 63,661 63,661
Retained earnings 46,138 61,578
Total shareholder's equity 109,799 125,239
Total liabilities and shareholders' equity $806,974 $617,316
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GOLDEN OCEAN GROUP LIMITED (INCORPORATED IN LIBERIA)
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(EXPRESSED IN US$'000)
9 months 9 months
ended ended
9/30/98 9/30/97
OPERATING REVENUES
Charter income 34,261 35,969
Brokers' commission (337) (531)
Share of earnings/(losses) of joint ventures 2,589 (358)
Interest on direct financing sub-lease 1,446 1,661
Total operating revenue 37,959 36,741
OPERATING EXPENSES
Vessel operating costs 7,669 8,211
Administrative expenses 6,516 2,250
Depreciation and amortisation expense 11,423 12,401
Amortisation of goodwill 584 98
Drydocking and special survey costs 805 1,135
Total operating expenses 26,997 24,095
Net operating income 10,962 12,646
OTHER INCOME (EXPENSES)
Foreign exchange gain 8,109 10,077
Interest income 3,192 346
Interest expense (36,702) (14,020)
Other income (expenses) 89 340
Gain on disposal of vessel - 1,553
Loss on disposal of vessel (1,090) -
Loss on disposal of interest in joint venture - (599)
Net other income (26,402) (2,303)
Net income (15,440) 10,343
Retained earnings at beginning of the period 61,578 52,468
Retained earnings at end of the period $46,138 $62,811
ADDITIONAL FINANCIAL INFORMATION
EBITDA 23,659 25,504
Ratio of earnings to fixed charges 0.47 1.43
EBITDA to interest expense, net 0.64 1.82
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GOLDEN OCEAN GROUP LIMITED (INCORPORATED IN LIBERIA)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US$'000)
9 months 9 months
ended ended
9/30/98 9/30/97
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (15,440) 10,343
Adjustments to reconcile net income
to net cash provided by
operating activities:
Foreign exchange gain (8,109) (10,077)
Depreciation and amortisation expense 11,423 12,401
Share of earnings of joint ventures (2,589) 358
Gain on disposal of vessel - (1,553)
Loss on disposal of vessel 1,090 -
Loss on disposal of interest
in joint venture - 599
Amortisation of note discount 12,341 970
Amortisation of goodwill 584 98
Amortisation of deferred note
issue costs 2,374 184
Net change in:
Inventories (39) 4
Trade accounts receivable (7) 834
Prepaid expenses and other
accounts receivable (1,825) (106)
Trade accounts payable and
accrued expenses 14 (2,293)
Note interest payable (4,238) 1,667
Accrued profit share (6,243) -
Other accounts payable - (2,424)
Time charter income
received in advance (37) 482
Drydocking and special
survey provisions 805 603
Net cash provided by operating activities (9,897) 12,089
CASH FLOWS FROM INVESTING ACTIVITIES
Loans to joint ventures (994) (46)
Received from disposal of interest
in joint venture - 3,250
Payments received on direct financing
sub-lease 1,114 1,208
Additions to vessels under construction (215,356) (144,775)
Payments to acquire options on vessels (48,650) -
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Proceeds from sale of vessels 62,415 27,000
Payments to acquire pledged investments (13,645) (37,334)
Proceeds from redemption of investments 24,569 -
Acquisitions, net of cash - (20,073)
Net cash used in investing activities (190,547) (170,769)
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9 months 9 months
ended ended
9/30/98 9/30/97
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long term debt 197,101 82,687
Repayment of long term debt (34,429) (31,994)
Payment of capital lease obligations (28,824) (4,192)
Proceeds from other loans - 10,513
Repayment of other loans - (21,856)
Amounts due to related party (1,902) (5,002)
Advances by shareholder 8,274 -
Proceeds of note issue 69,140 144,716
Payments for deferred note issue costs (2,814) (10,025)
Net cash provided by financing activities 206,547 164,848
Net increase in cash and cash equivalents 6,102 6,168
Cash and cash equivalents at beginning
of period 6,419 2,975
Cash and cash equivalents at end of period $12,521 $9,143
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FLEET LIST AT SEPTEMBER 30, 1998
Yard Vessel Dwt Type Month/Year
Delivery
Tanker Fleet
Hitachi Golden Fountain 280,000 VLCC Jan 1995
Hitachi Golden Stream 260,000 VLCC Mar 1995
Hitachi Navix Astral 260,000 VLCC Mar 1996
Hitachi New Vanguard 298,500 VLCC Mar 1998
Hitachi New Vista 298,500 VLCC Sep 1998
Hitachi Golden Victory 298,500 VLCC Jan 1999
MHI Hull 2138 305,000 VLCC Mar 1999
MHI Hull 2139 305,000 VLCC Jun 1999
Hitachi Hull 5888 298,500 VLCC Jun 1999
Hitachi Hull 5788 298,500 VLCC Aug 1999
KHI Hull 1618 300,000 VLCC Aug 1999
Hitachi Hull 5988 298,500 VLCC Oct 1999
KHI Hull 1628 300,000 VLCC Dec 1999
Hitachi Hull 6378 298,500 VLCC Feb 2000
KHI Hull 1638 300,000 VLCC Mar 2000
Hitachi Hull 6388 298,500 VLCC Mar 2000
Hitachi Hull 6398 298,500 VLCC Jun 2000
KHI Hull 1668 300,000 VLCC Aug 2000
5,296,500
Option Vessels (1)
Hitachi Hull 6618 298,500 VLCC Oct 2000
KHI Hull 1688 300,000 VLCC Dec 2000
Hitachi Hull 6678 298,500 VLCC Jan 2001
Hitachi Hull 6688 298,500 VLCC Mar 2001
Hitachi Hull 6698 298,500 VLCC May 2001
Hitachi Hull 6668 298,500 VLCC May 2001
KHI Hull 1698 300,000 VLCC Nov 2001
2,092,500
(1) The vessels are not part of the GOGL fleet. They may be purchased by
subsidiaries of GOGL from affiliated companies upon exercise of options. Each
option is exercisable only following delivery of the relevant vessel from its
builder.
Dry Bulk Fleet
NKK Golden Poterne 150,000 Capesize Bulk Carrier Jan 1996
NKK Channel Alliance 170,000 Capesize Bulk Carrier Oct 1996
NKK Channel Navigator 170,000 Capesize Bulk Carrier Jan 1997
NKK Channel Poterne 170,000 Capesize Bulk Carrier Feb 1997
Oshima Golden Daisy 46,902 Handymax Bulk Carrier Feb 1998
Oshima Golden Rose 46,902 Handymax Bulk Carrier Apr 1998
Tsuneishi Golden Protea 45,000 Handymax Bulk Carrier Sep 1998
Tsuneishi Golden Aloe 45,000 Handymax Bulk Carrier Sep 1998
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Tsuneishi Cos Hero 45,000 Hanydymax Bulk Carrier Jan 1999
Hitachi Golden Disa 75,000 Panamax Bulk Carrier Mar 1999
Hitachi Golden Nerina 75,000 Panamax Bulk Carrier Jul 1999
Hitachi Hull 6288 75,000 Panamax Bulk Carrier Oct 1999
1,113,804
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_________________________________
GOLDEN OCEAN GROUP LIMITED
Golden Ocean Group Limited
Suite 6, Tower Hill House, The Bordage,
St Peter Port, Guernsey, Channel Islands GY1 3QU
http://www.gocean.com
Golden Ocean Services Inc
Clarendon House, Church Street, Hamilton, Bermuda
Golden Ocean Services (UK) Limited
Golden Ocean House, 8 Elder Street, London E1 6BT
Telephone: +44 171 375 0868
Facsimile: +44 171 375 1586 e-mail: [email protected]
Golden Ocean Services (Japan) Co. Ltd
Golden Ocean House, 1-36 Minami-Azabu 5-Chome,
Minato-Ku, Tokyo 106, Japan
Golden Ocean Group (Hong Kong) Ltd
3106 Alexandra House, 16/20 Chater Road, Hong Kong
Telephone: +852 2801 7878 Facsimile: +852 2801 7818
e-mail: [email protected]
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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 OCEAN GROUP LIMITED
(registrant)
Dated: November 27, 1998 By: /s/Fred W.Y. Cheng
Fred W.Y. Cheng
Chairman
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