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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of January, 2000
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 office)
[Indicate by check mark whether the registrant files or will file
annual reports under cover of 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 /
[If "Yes" is marked, indicate below the file number assigned to
the registrant in connection with Rule 12g3-2 (b):
82-___________________
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ITEM 1. DESCRIPTION OF THE EVENT
KPMG and Moore Stephens were previously the joint
principal accountants for Golden Ocean Group Limited (the
"Company"). On December 30, 1999, KPMG's appointment as principal
accountants was terminated. Moore Stephens remain as sole
principal accountants for the Company. The decision to change
accountants was approved by the Company's Board of Directors on
December 30, 1999.
In connection with the audits of the two years ended
December 31, 1998 and 1997 and through December 30, 1999, there
were no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures, which disagreements if not resolved
to its satisfaction would have caused that firm to make reference
in connection with its opinion to the subject matter of the
disagreement.
The audit reports of KPMG on the consolidated balance
sheets of the Company and subsidiaries as of and for the years
ended December 31, 1998 and 1997 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty (except as disclosed in their joint
audit report dated March 26, 1999 - a copy of which is attached
as Exhibit 1.0 hereto), audit scope, or accounting principles. A
letter from KPMG is attached as an Exhibit 2.0 hereto.
ITEM 2. EXHIBITS
1.0. Joint Audit Report dated March 26, 1999
2.0. Letter from KPMG dated January 28, 2000
3.0. Letter from Golden Ocean Group Limited dated
January 27, 2000
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Exhibit 1.0
GOLDEN OCEAN GROUP LIMITED
_____________________________________________
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
GOLDEN OCEAN GROUP LIMITED
We have audited the accompanying consolidated balance sheets of
Golden Ocean Group Limited and subsidiaries as of December 31,
1998 and 1997 and the related consolidated statements of
operations and retained earnings and cash flows for each of the
years in the three year period ended December 31, 1998. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards in the United States. 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 consolidated financial statements referred to
above present fairly, in all material respects, the consolidated
financial position of Golden Ocean Group Limited and subsidiaries
as of December 31, 1998 and 1997, and the consolidated results of
their operations and their cash flows for each of the years in
the three year period ended December 31, 1998, in conformity with
generally accepted accounting principles in the United States.
The accompanying consolidated financial statements have been
prepared assuming the Company will continue as a going concern.
As described in more detail in note 27 to the consolidated
financial statements, the Company has incurred a net loss of
$70.4 million in 1998 and has significant debt obligations. The
Company also does not have financing in place to fund capital
commitments of 37,432,150,000 Yen ($331,845,300) and $97,350,000
for five vessels under construction with deliveries scheduled in
1999 and instalment payments due in 1999 for two vessels with
deliveries scheduled in the year 2000. These matters raise
substantial doubt about the Company's ability to continue as a
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going concern. Management's plans to address these issues are
discussed in note 27 to the consolidated financial statements.
The consolidated financial statements do not include any
adjustments that might result from the outcome of this
uncertainty.
KPMG Peat Marwick Moore Stephens
Chartered Accountants Chartered Accountants
Vallis Building St. Paul's House
Par-la-Ville Road Warwick Lane
Hamilton, Bermuda London, England
March 26, 1999 March 26, 1999
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Exhibit 2.0
KPMG
Chartered Accountants
Vallis Building Mail Address: Telephone (441) 295 5063
58 Par-la-Ville Road P.O. Box HM 906 Telefax(441)295 9132
Hamilton HM 11 Hamilton HM DX Internet [email protected]
Bermuda Bermuda
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549 Our ref 9/617/4889
U.S.A.
January 28, 2000
Ladies and Gentlemen:
We were previously joint principal accountants for Golden Ocean
Group Limited and, under the date of March 26, 1999, we reported
on the consolidated balance sheets of the Company and
subsidiaries as of December 31, 1998 and 1997 and the related
consolidated statement of income and cash flows for the years
then ended. On January 27, 2000 our appointment as principal
accountants was terminated. We have read the Company's statements
included in its Form 6-K dated January 28, 2000 and we agree with
such statements.
Yours faithfully,
/s/ KPMG
KPMG
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Exhibit 3.0
GOLDEN OCEAN GROUP LIMITED
P.O. Box 265
Suite 6
Tower Hill House
Le Bordage
St. Peter Port
Guernsey
GY1 3QU
Channel Islands
Tel: (44) (1481) 727429
Fax: (44) (1481) 711750
SECURITIES AND EXCHANGE COMMISSION January 27, 2000
Dear Sirs,
KPMG and Moore Stephens were previously the joint principal
accountants for Golden Ocean Group Limited. On November 10, 1999
KPMG's appointment as principal accountants was terminated and
Moore Stephens remain as sole principal accountants for Golden
Ocean Group Limited. The decision to change accountants was
approved by the Board of Directors on December 30, 1999.
In connection with the audits of the two years ended December 31,
1998 and 1997 and through January 27, 2000 there were no
disagreements with KPMG on any matter of accounting principals or
practices , financial statement disclosure or auditing scope or
procedures , which disagreements if not resolved to their
satisfaction would have caused them to make reference in
connection with their opinion, to the subject matter of the
disagreement.
The audit reports of KPMG on the consolidated balance sheets of
the Corporation and subsidiaries as of and for the years ended
December 31, 1998 and 1997 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to
uncertainty (except as disclosed in our joint audit report dated
March, 26, 1999 -a copy of which is attached), audit scope or
accounting principles. A letter from KPMG is attached as exhibit
A.
Yours faithfully,
Anthony J. Allen
Director
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Enc
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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)
Date: January 28, 2000 By: /s/ Robert J. Knutzen
___________________________
Robert J. Knutzen
Chief Executive Officer
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