Being Filed Pursuant to Rule 901(d) of Regulation S-T
- - -------------------------------------------------------------------
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
For the quarterly period ended March 31, 1994
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934.
For the period from to
COMMISSION FILE NUMBER
2-87930
OMI CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 13-2625280
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
90 PARK AVENUE, NEW YORK, N.Y. 10016
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (212) 986-1960
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 and 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 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF May 11, 1994:
Common Stock, par value 0.50 per share 30,682,268 shares
<PAGE>
OMI CORP. AND SUBSIDIARIES
INDEX
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Statements of
Operations for the three months ended
March 31, 1994 and 1993
Condensed Consolidated Balance Sheets-
March 31, 1994 and December 31, 1993
Consolidated Statements of Changes in
Stockholders' Equity for the three
months ended March 31, 1994 and
for the year ended December 31, 1993
Condensed Statements of Consolidated Cash
Flows for the three months ended March 31,
1994 and 1993
Notes to Condensed Consolidated Financial
Statements
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations
PART II: OTHER INFORMATION
SIGNATURES
<PAGE>
OMI CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
(UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1994 1993
Revenues:
Voyage revenues $ 65,091 $ 67,206
Other income 1,597 632
Total revenues 66,688 67,838
Operating Expenses:
Vessel and voyage 49,035 50,796
Depreciation and amortization 9,741 8,737
Operating lease 2,082 2,055
General and administrative 4,202 3,601
Total operating expenses 65,060 65,189
Operating Income 1,628 2,649
Other Income (Expense):
Gain on disposal of assets-net 2,854 2,078
Interest expense-net (6,959) (4,773)
Minority interest in income of
subsidiary (61) (226)
Net other expense (4,166) (2,921)
Loss before income taxes and equity in
(loss) income of joint ventures (2,538) (272)
(Benefit) provision for income taxes (870) 203
Loss before equity in (loss) income
of joint ventures (1,668) (475)
Equity in (loss) income of joint
ventures-net (95) 2,079
Net (loss) income $ (1,763) $ 1,604
Net (loss) income per common share $ (0.06) $ 0.05
Weighted average number of shares
of common stock outstanding 30,658 30,568
See notes to condensed consolidated financial statements.
<PAGE>
OMI CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, DEC. 31,
1994 1993
(UNAUDITED)
ASSETS
Current assets:
Cash (including cash equivalents:
March 1994-$50,314 and December
1993-$34,848) $ 55,970 $ 45,321
Marketable securities 2,285 6,021
Traffic and other receivables 20,922 22,842
Other current assets 12,414 6,826
Total current assets 91,591 81,010
Capital construction and other
restricted funds 12,748 13,786
Vessels and other property, at cost 763,189 761,741
Less accumulated depreciation (317,543) (308,058)
Vessels and other property-net 445,646 453,683
Investments in, and advances to,
joint ventures 78,387 77,802
Other assets and deferred charges 45,783 45,235
Total $ 674,155 $ 671,516
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
liabilities $ 41,848 $ 32,751
Current portion of long-term debt 16,418 15,302
Total current liabilities 58,266 48,053
Long-term debt 281,176 282,325
Deferred income taxes payable 102,607 104,003
Advance time charter revenues and
other liabilities 14,415 14,372
Minority interest in subsidiary 2,798 2,737
Stockholders' equity 214,893 220,026
Total $ 674,155 $ 671,516
See notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
OMI CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1993 AND THE
THREE MONTHS ENDED MARCH 31, 1994 (UNAUDITED)
(IN THOUSANDS)
<CAPTION>
Unearned Unearned Unrealized
Cumulative Compensation Compensation Gain on Total
Common Stock Capital Retained Translation From Restricted Investment Treasury Stockholders'
Shares Amount Surplus Earnings Adjustment ESOP Stock -net Stock Equity
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at January
1, 1993 30,568 $15,284 $128,705 $ 73,243 $ 4,912 $ (2,520) $(1,152) $ (81) $218,391
Net loss (8,747) (8,747)
Exercise of stock
options 47 23 195 218
Amortization of unearned
compensation 361 95 456
Unrealized gain on
investment $ 9,709 9,709
Purchase of treasury
stock (1) (1)
Balance at December
31, 1993 30,615 15,307 128,900 64,496 4,912 (2,159) (1,057) 9,709 (82) 220,026
Net loss (1,763) (1,763)
Exercise of stock
options 52 26 237 263
Issuance of restricted
stock awards 15 7 87 (94)
Amortization of unearned
compensation 225 32 257
Net change in valuation
account (2,593) (2,593)
Equity in gain on sale
of OMI stock by joint
venture investee 531 531
Purchase of treasury
stock (1,828) (1,828)
Balance at March
31, 1994 30,682 $15,340 $129,755 $ 62,733 $ 4,912 $ (1,934) $(1,119) $ 7,116 $(1,910) $214,893
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
OMI CORP. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31, 1994 1993
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income $ (1,763) $ 1,604
Adjustments to reconcile net (loss) income to net
cash provided by operating activities:
Increase (decrease) in deferred taxes (1,203)
Depreciation and amortization 9,741 8,737
Amortization of unearned compensation 257 20
Gain on disposal of assets - net (2,873) (2,078)
Equity in loss (income) of joint ventures 95 (2,079)
Changes in assets and liabilities:
(Increase) decrease in receivables and other
current assets (3,669) 10,586
Increase in accounts payable and accrued liabilities 9,205 495
Advances to joint ventures - net (2,724) (1,697)
Other assets and liabilities - net (501) (2,531)
Net cash provided by operating activities 7,768 11,854
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES:
Proceeds from disposition of vessels and other assets 7,260
Proceeds from sale of marketable securities 3,749
Additions to vessels and other properties (1,759) (2,550)
Withdrawals from Capital construction and other
restricted funds 543
Proceeds and interest received on Capital construction
and other restricted funds (167) (31)
Dividend received from joint venture 2,450 4,410
Investments in joint ventures (1,622) (280)
Net cash provided by investing activities 2,651 9,352
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES:
Cash proceeds from issuance of long term debt 5,050 10,337
Net proceeds from issuance of common stock 263
Purchase of treasury stock (1)
Payments on long term debt (5,083) (24,805)
Dividends paid (2,140)
Net cash provided (used) by financing activities 230 (16,609)
Net increase in cash and cash equivalents 10,649 4,597
Cash and cash equivalents at beginning of period 45,321 16,850
Cash and cash equivalents at end of period $ 55,970 $ 21,447
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
OMI CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with the instructions to
Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial position
results of operations and changes in cash flows in conformity with
generally accepted accounting principles. However, in the opinion of
management of OMI Corp. and subsidiaries, all adjustments (comprising
only normal recurring accruals) necessary for a fair presentation of
operating results have been included in the statements.
NOTE 2 - INCOME TAXES
The benefit for income taxes for the three months ended March 31,
1994 varied from statutory rates as follows:
(In Thousands)
Tax benefit calculated at statutory
rates $ (922)
Equity in losses of joint ventures of
$61,000 not tax effected as management
considers to be permanently invested 22
Other 30
Total $ (870)
The Company has not provided deferred income taxes on its equity in
the undistributed earnings of foreign corporate joint ventures
accounted for under the equity method other than Amazon Transport,
Inc. ("Amazon"). These earnings are considered by management to be
permanently invested in the business.
NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash payments include interest of approximately $3,887,000 and
$6,416,000 for the three months ended March 31, 1994 and 1993,
respectively, and income taxes of $1,014,000 for the three months
ended March 31, 1993. There were no income taxes paid during the
three months ended March 31, 1994.
Non-cash transactions which have been excluded from the
consolidated statement of cash flows for the three months ended March
31, 1993 include accrued capital expenditures of $826,000.
Additionally, 15,000 shares in stock awards issued with a value of
$94,000 were excluded from cash flows in 1994.
<PAGE>
NOTE 4 - JOINT VENTURE INFORMATION
Amazon and Wilomi, Inc. ("Wilomi") are both 49 percent owned by OMI
and are accounted for using the equity method.
Summarized income statement information, in accordance with
Regulation S-X Rule 10-01(b)(1), for the three months ended March 31,
1994 and 1993 for Amazon and Wilomi are as follows:
(in thousands) Amazon Wilomi
1994 1993 1994 1993
Revenues $ 1,648 $ 2,891 $ 4,782 $ 6,493
Expenses 1,756 1,209 3,865 4,186
Operating (loss) income (108) 1,682 917 2,307
Net (loss) income $ (69) $ 1,778 $ 34 $ 1,454
During February 1994, OMI's 49.9 percent owned joint venture, Mosaic
Alliance Corporation, sold 300,000 shares of OMI common stock on the
open market at a gain of $1,064,000. OMI's share of the gain of
$531,000 has been credited to capital surplus.
NOTE 5 - STOCK TRANSACTIONS
During the three months ended March 31, 1994, options to purchase
46,667 shares and 1,667 shares of common stock granted under the 1990
Equity Incentive Plan, with grant dates of December 1990 and January
1993, respectively, and grant prices of $5.125 and $4.50,
respectively, were exercised. Additionally, 3,500 shares of common
stock with a grant date of April 1986 and grant price of $4.6875 were
also exercised.
During January 1994, non-qualified stock options to acquire 15,000
shares of common stock were cancelled and Stock Appreciation Rights
with a grant date of June 1987 and a grant price of $5.125 were
exercised.
On February 24, 1994, OMI granted non-qualified stock options to
acquire 40,000 common shares with a grant price of $6.25.
NOTE 6 - NET (LOSS) INCOME PER COMMON SHARE
Net (loss) income per common share is determined by dividing net
(loss) income by the weighted average number of common shares
outstanding during the period. Shares issuable upon the exercise of
stock options have not been included in the computation because they
do not have a material effect on net (loss) income per common share.
<PAGE>
NOTE 7 - CREDIT LINES
At March 31, 1994, OMI had available and unused a total of
$70,000,000 in five short-term lines of credit with banks at variable
rates, based on LIBOR.
NOTE 8 - COMMITMENTS
OMI has committed with a joint venture partner to construct a vessel
to be built in the Peoples Republic of China for a cost of
approximately $54,400,000. The vessel is scheduled to be delivered
in the second quarter of 1996.
NOTE 9 - GUARANTEED DEBT
OMI acts as a co-guarantor for a portion of the debt incurred by
joint ventures with affiliates of two of its joint venture
partners. Such debt was approximately $114,895,000 at March 31,
1994, with OMI's share of such guarantees being approximately
$56,616,000. OMI also is a guarantor for one of its joint
venture's revolving line of credit of up to $4,000,000 at March 31,
1994, with a guarantee to OMI from its joint venture partner of 50
percent of the amount guaranteed by OMI.
The Company and its joint venture partners have committed to fund any
working capital deficiencies which may be incurred by their joint
venture investments. At March 31, 1994, no such deficiencies have
been funded.
NOTE 10 - SUBSEQUENT EVENTS
During April 1994, OMI purchased a foreign flag vessel at a purchase
price of $12,050,000.
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1994
VERSUS MARCH 31, 1993
OMI Corp. ("OMI" or the "Company"), is a diversified shipping company
active in both the U.S. flag and international markets. OMI operates
in markets for crude oil, refined petroleum, chemicals, dry bulk and
LPG.
Results of operations of OMI include operating activities of the
Company's domestic and foreign flag wholly owned vessels, leased
vessels and vessels chartered-in for the three months ended March 31,
1994 and 1993.
NET VOYAGE REVENUES
The Company's vessels are operating under a variety of charters and
contracts. The nature of these arrangements is such that, without a
material variation in net voyage revenues (voyage revenues less
vessel and voyage expenses), the revenues and expenses attributable
to a vessel deployed under one type of charter or contract can differ
substantially from those attributable to the same vessel if deployed
under a different type of charter or contract. Accordingly,
depending on the mix of charters or contracts in place during a
particular accounting period, the Company's voyage revenues and
vessel and voyage expenses can fluctuate substantially from one
period to another, even if the number of vessels deployed, the number
of voyages completed, the amount of cargo carried and the net voyage
revenues derived from the vessels were to remain constant. As a
result, fluctuations in voyage revenues and vessel and voyage
expenses are not necessarily indicative of trends in profitability.
The discussion that follows will address variations in net voyage
revenues.
Net voyage revenues decreased $354,000 or two percent during the
three months ended March 31, 1994 in comparison to the 1993 period.
The net decrease resulted primarily from lower freight rates in 1994
for two domestic vessels which were operating under federal cargo
assistance programs in 1993 and 1994, reduced revenues for two
vessels which were drydocked for an aggregate of 47 days in 1994, and
lower income in 1994 from the company's lightering operations.
Decreases in net voyage revenues were partially offset by increases
from three new vessels which operated during the three months ended
March 31, 1994 and a vessel, the OMI Columbia, which operated for 35
more days in the first quarter of 1994 than in the same period in
1993.
Voyage revenues decreased $2,115,000 or three percent, with net
decreases in domestic revenues of $3,318,000 and net increases in
foreign revenues of $1,203,000 for the three months ended March 31,
<PAGE>
1994 over the comparable period in 1993. Domestic revenues decreased
primarily from the disposal of two vessels that operated during the
three months ended March 31, 1993. Other domestic revenue decreases
were from the Company's 80 percent owned subsidiary, OMI Petrolink
Corp. ("Petrolink"), resulting from a combination of reduced volume
and lower rates in lightering operations, two vessels operating in
government programs which received lower rates in the first quarter
of 1994 compared to the first quarter of 1993, and a vessel which was
offhire for 21 days in 1994 due to a drydock. These decreases in
domestic revenues were offset in part by increases in revenues from
a vessel purchased in the second quarter of 1993, which operated for
64 days in the spot market in 1994, and increased revenue from the
OMI Columbia which operated on a spot charter for 76 days in 1994
compared to 41 days in 1993. The OMI Columbia, the Company's largest
domestic vessel, was idle for most of 1993 which had a significant
adverse effect on Consolidated earnings. In 1994, the vessel has
been operating in the spot market with more success than the
comparable period in 1993, while continuing to search for
satisfactory charters. Foreign revenues increased primarily from the
purchase of two vessels and from two vessels chartered in during the
fourth quarter of 1993. Foreign revenue increases were partially
offset by decreases from a vessel with lower spot rates in 1994
compared to 1993, a vessel that operated in the spot market during
the first quarter in 1993 which was on a time charter in 1994, and a
vessel which was drydocked for 26 days during the first quarter in
1994.
Net vessel and voyage expenses decreased $1,761,000 or three percent,
with net decreases in domestic expenses of $2,042,000 and net
increases in foreign of $281,000 for the three months ended March 31,
1994 compared to the three months ended March 31, 1993. Domestic
decreases resulted primarily from the two vessels disposed of in the
fourth quarter in 1993, lower expenses from reduced volume in
Petrolink's lightering business and lower expenses for a vessel
previously operating in the spot market in the first quarter of 1993
which is operating on a time charter in 1994. These decreases in
domestic expenses were partially offset by increases from a vessel
acquired in the second quarter of 1993 and increased expenses for the
OMI Columbia which had more operating days in 1994. Foreign vessel
and voyage expenses increased primarily from the operating activities
of two vessels time chartered-in during December 1993 which have been
operating in the spot market in 1994.
OTHER INCOME
Other income consists primarily of management fees received from
affiliates and/or other parties and dividends. For the three months
ended March 31, 1994, other income increased $965,000 or 153 percent
as compared to the 1993 quarter. The increase in 1994 resulted
primarily from a dividend received from a foreign investment in which
the Company holds a minority position. Additionally, there were
increases in management fees received from the U.S. Government for
<PAGE>
the management of vessels in the Ready Reserve Fleet. OMI renewed its
contract, for five years, with the Government on June 30, 1993 for
the management of an increased number of vessels.
OTHER OPERATING EXPENSES
The Company's operating expenses, other than vessel and voyage
expenses, consists of depreciation and amortization, operating lease
expense and general and administrative expenses. For the three
months ended March 31, 1994 these expenses increased $1,632,000 or 11
percent, as compared to the three months ended March 31, 1993. The
primary increases in these expenses relate to increased depreciation
expense due to the shortening of the useful lives of six domestic
vessels and additional depreciation on three vessels purchased after
the first quarter in 1993. General and administrative expenses
increased primarily from increased professional fees relating to
finance and operations.
OTHER INCOME (EXPENSE)
Other income (expense) consists of gain (loss) on disposal of assets-
net, interest expense-net, and minority interest. The increase in
net other expense of $1,245,000 or 43 percent in the three months
ended March 31, 1994 over the comparable period in 1993 is primarily
from increased interest expense. In November 1993, OMI issued
$170,000,000, 10.25 percent Senior Notes ("Notes") due November 1,
2003, which increased interest expense in the first quarter of 1994.
Increases in net other expense were offset by decreases in interest
expense for debt which was paid with proceeds from the Notes and a
$2,814,000 gain on the sale of Chiles Offshore Corporation ("Chiles")
stock.
(BENEFIT) PROVISION FOR INCOME TAXES
The benefit for income taxes of $870,000 for the three months ended
March 31, 1994 varied from statutory rates by excluding the tax
effect on the equity in (loss) income of joint ventures, other than
Amazon Transport, Inc., as management considers such earnings to be
permanently invested. Additionally, statutory rates of 35 percent in
1994 differed from the 34 percent rate in the first quarter of 1993
due to the tax law Congress passed in August 1993.
EQUITY IN (LOSS) INCOME OF JOINT VENTURES
Equity in (loss) income of joint ventures was $(95,000) in 1994 as
compared to $2,079,000 in the first quarter in 1993. This decline in
joint venture equity resulted primarily from two 49 percent owned
joint ventures. One joint venture, whose vessel's time charter
terminated in the third quarter of 1993, operated its vessel at lower
rates in the spot market in 1994. The other joint venture also
suffered from depressed rates in the spot market, extended offhire
due to a vessel casualty and subsequent drydock and increased
insurance costs.
<PAGE>
BALANCE SHEET
The decrease in Marketable securities of $3,736,000 or 62 percent,
from December 31, 1993 to March 31, 1994 was due to the sale of
747,225 shares of Chiles stock during February 1994.
The increase in Other current assets of $5,588,000 or 82 percent, was
primarily the increase in prepaid expenses at March 31, 1994 which
are allocated to expenses evenly throughout the year and was fully
amortized by December 31, with the exception of prepaid insurance.
The increase in Accounts payable and accrued liabilities of
$9,097,000 or 28 percent from December 31, 1993 as compared to March
31, 1994 was due to increased accrued interest expense relating to
interest on the $170,000,000 Notes (payable semi-annually, with two
months accrued in December 1993 and five months accrued at March 31,
1994), increased payroll accruals in the domestic fleet, and
increased accrued operating lease expense (payable semi-annually with
one month accrued in December 1993 and four months accrued at March
31, 1994).
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital of $33,325,000 at March 31, 1994
approximated the working capital of $32,957,000 at December 31, 1993.
Cash and cash equivalents of $55,970,000 increased $10,649,000 or 24
percent over the balance of $45,321,000 at December 31, 1993. During
the first quarter of 1994, the source of the Company's liquidity was
issuance of debt, proceeds from previous years insurance claims, and
cash generated from operations. For the three months ended March 31,
1994, net cash provided by operating activities was $7,768,000 which
was a decrease of $4,086,000 or 34 percent from $11,854,000 for the
comparable period in 1993.
Net cash provided by investing activities was $2,651,000 in the first
quarter 1994 versus $9,352,000 in the first quarter of 1993. The
Company received $2,450,000 in dividends from a joint venture in 1994
and $4,410,000 in same period in 1993. Most joint venture earnings
are considered to be permanently invested and are not available for
distribution, and there is no certainty that the joint venture, the
earnings of which are not considered to be permanently invested, will
have sufficient earnings to pay dividends in the future. Therefore,
the Company cannot rely on dividends or loans from its joint ventures
to improve liquidity. Since the issuance of the $170,000,000 Notes
on November 3, 1993, the Company has improved its liquidity and
financial position and, together with its five unused short-term
lines of credit aggregating $70,000,000, and cash flow from
operations, is in the position to meet all current and future
obligations, and allow the Company to acquire replacement and
additional vessels as the opportunity and need arises.
<PAGE>
During the three months ended March 31, 1994, in addition to cash
provided by operating activities, OMI received cash from the
following significant activities:
* proceeds of $3,749,000 received from the sale of Chiles
stock,
* $2,450,000 in dividends from a joint venture, and
* proceeds of $5,050,000 from the issuance of long-term
debt.
Significant disbursements other than from operating activities during
the three months ended March 31, 1994 were from:
* additions to vessels and other property of $1,759,000,
$1,205,000 which was a 10 percent down payment on a foreign
vessel delivered April 5, 1994,
* investment in joint ventures of $1,622,000, primarily for
contributions towards a new vessel acquired by a joint venture
in January 1994, and
* $5,083,000 payments on long-term debt.
COMMITMENTS
OMI has committed with a joint venture partner to construct a vessel
to be built in the Peoples Republic of China for a cost of
approximately $54,400,000. The vessel is scheduled to be delivered
in the second quarter of 1996.
OMI acts as a co-guarantor for a portion of the debt incurred by
joint ventures with affiliates of two of its joint ventures partners.
Such debt was approximately $114,895,000 at March 31, 1994, with
OMI's share of such guarantees being approximately $56,616,000. OMI
also is a guarantor for one of its joint venture's revolving line of
credit of up to $4,000,000 at March 31, 1994, with a guarantee to OMI
from its joint venture partner of 50 percent of the amount guaranteed
by OMI.
The Company and its joint venture partners have committed to fund any
working capital deficiencies which may be incurred by their joint
venture investments. At March 31, 1994, no such deficiencies have
been funded.
<PAGE>
PART II: OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
None.
ITEM 2 - CHANGES IN SECURITIES
None.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Reference to proxy statement filed
with the Securities and Exchange Commission
on April 22, 1994.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a. Exhibits
10.44 OMI Corp. Key Employee Amended and Restated
Employment Agreement dated October 1, 1993
between George W. Vlandis and the Company.
b. Reports on Form 8-K
None.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
OMI CORP.
(REGISTRANT)
Date: May 11, 1994 By:/s/Jack Goldstein
Jack Goldstein
President and Chief
Executive Officer
Date: May 11, 1994 By:/s/Vincent de Sostoa
Vincent de Sostoa
Senior Vice President/
Finance and Chief
Financial Officer
EXHIBIT 10.44
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT dated as of October 1, 1993 between OMI
Corp., a Delaware corporation (the "Company") and George W. Vlandis
(the "Employee").
W I T N E S S E T H
WHEREAS, the parties hereto have heretofore been party to a certain
Employment Agreement dated as of December 31, 1989; and
WHEREAS, the Employee has indicated a desire to retire and the
Company and the Employee wish to amend and restate the Employment
Agreement to provide for the continued employment and retirement of
the Employee.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the Company and the Employee hereby
agree as follows:
1. EMPLOYMENT
The Company shall employ the Employee, and the Employee
accepts employment by the Company, as Senior Vice
President/Chartering of the Company upon the terms and conditions
herein, for the period ending on February 28, 1994 (the period from
the date hereof through February 28, 1994 being herein referred to
as the "Executive Employment Period"). For the period commencing
upon termination of the Executive Employment period until February
28, 1996 (the "Extended Employment Period") the Employee shall
continue to be an employee of the Company for all purposes except
with respect to certain benefits, all as hereinafter described.
Following completion of the Extended Employment Period, the
Employee will retire.
2. DUTIES AND TITLE
(a) Throughout the Executive Employment Period or until such
earlier time as the Employee shall resign such position, the
Employee shall be Senior Vice President/Chartering of the Company.
Thereafter the Employee will not hold an executive title. The
Employee shall at all times comply with Company policies as
established by the Chief Executive Officer and/or the Board.
(b) During the Executive Employment Period or until such
earlier time as the Employee shall resign such position, the
Employee shall devote his full-time working hours to his duties
hereunder and to assist his successor, except during vacation time,
any periods of illness and authorized leaves of absence.
<PAGE>
Thereafter, the Employee agrees to be available to consult and
perform special assignments on an as requested and as available
basis until the end of the Extended Employment Period.
(c) Throughout the Executive Employment Period and the
Extended Employment Period, the Employee shall faithfully and
diligently perform his duties under this Agreement and shall use
his best efforts to promote the interests of the Company.
3. COMPENSATION
As full compensation to the Employee for his performance of
the services hereunder and for his acceptance of the
responsibilities described herein, the Company agrees to pay the
Employee, and the Employee agrees to accept, the following salary
and other benefits:
(a) SALARY
During the Executive Employment Period, the Company shall pay
the Employee a salary at the annual rate of $200,512. During the
Extended Employment Period, the Company shall pay the Employee at
the annual rate of $132,000. The salary in effect at any
particular time is herein referred to as the "Base Salary." The
Base Salary due the Employee hereunder shall be payable in equal
monthly installments less any amounts required to be withheld by
the Company from such Base Salary pursuant to the benefit plans of
Section 3(c) and applicable laws and regulations described under
Section 9(e).
(b) BONUS
The Employee shall be eligible to receive for the period
ending December 31, 1993, but not for any time thereafter (the
"Bonus"). The amount of any Bonus shall be determined by the Board
of Directors of the Company in its sole discretion.
(c) OTHER BENEFIT PLANS
Until completion of the Executive Employment Period the
Employee shall be entitled to participate in all benefit plans of
the Company, except any which come into effect after the date of
this Agreement. Until completion of the Extended Employment
Period, the Employee shall be entitled to participate in the ESOP
and 401K Plans (and to continue to be an employee for purposes of
stock option plans in existence on the date hereof) but excluding
any others, such as life insurance, medical, dental, disability and
any plans arising after the date of this Agreement.
(d) FURTHER BENEFITS
The Employee shall be entitled to utilize any accrued
vacation, or may request payment therefor. No vacation shall
accrue after February 28, 1994.
<PAGE>
(e) DEFERRED COMPENSATION
Notwithstanding any other provision of the Agreement, the
Employee shall have the right to request any lawful means
(including, without limitation, any deferred compensation
arrangement requested by the Employee) by which he wishes to
receive any portion of his Base Salary, Bonus, or other payments,
and the Company shall reasonably cooperate with the Employee to
grant such request, provided that the granting of such request does
not represent inequitable treatment as concerns other senior
employees or executives (in the Company's sole judgment), and does
not impose additional costs on the Company other than insignificant
administrative costs.
4. REASONABLE EXPENSES
The Company will reimburse the Employee for all reasonable
business expenses, including travel and lodging, which are properly
incurred by him in the performance of his duties hereunder, upon
presentation of proper vouchers therefor and in accordance with
written policies established from time to time by the Company for
such reimbursements.
5. EMPLOYEE COVENANTS
The Employee hereby agrees as follows:
(a) Except with the consent of or as directed by the Company,
or except if compelled by judicial or legal authorities, the
Employee will keep confidential and not divulge to any other
person, during the Executive Employment Period, the Extended
Employment Period or thereafter, any of the business secrets and
other confidential information regarding the Company, its
subsidiaries and affiliates, except for information which is or
becomes publicly available other than as a result of disclosure by
the Employee.
(b) All papers, books and records of every kind and
description relating to the business and affairs of the Company,
its subsidiaries and affiliates, whether or not prepared by the
Employee, shall be the sole and exclusive property of the Company,
and the Employee shall surrender them to the Company, at any time
upon request.
(c) Until completion of the Extended Employment Period, the
Employee will not, without the prior written consent of the
Company, compete, directly or indirectly, with the Company, its
subsidiaries and affiliates or participate as a director, officer,
employee, agent, representative, stockholder, or partner, or have
any direct or indirect financial interest as a creditor, in any
business which directly or indirectly competes with the Company its
subsidiaries and affiliates; provided, however, that this paragraph
(c) shall not restrict the Employee from holding up to 5% of the
publicly traded securities of any entity.
<PAGE>
(d) Until completion of the Extended Employment Period, the
Employee shall not either for his own account or for any person,
firm or company (i) solicit any customers of the Company, its
subsidiaries and affiliates or (ii) solicit or endeavor to cause
any employment or induce or attempt to induce any such employee to
breach any employment agreement with the Company, its subsidiaries
and affiliates, or otherwise interfere with the employment of any
employee by the Company, its subsidiaries and affiliates.
(e) Without limiting any other provision of this Agreement,
the Employee hereby agrees to be bound by and to comply with any
obligations known to the Employee and imposed on the Company, its
subsidiaries and affiliates, by law, rule, regulation, ordinance,
order, decree, instrument, agreement, understanding or other
restriction of any kind.
(f) The Employee hereby agrees to provide reasonable
cooperation to the Company, its subsidiaries and affiliates until
completion of the Extended Employment Period in any litigation
between the Company, its subsidiaries and affiliates, and third
parties.
(g) The parties agree that the Company shall, in addition to
other remedies provided by law, have the right and remedy to have
the provisions of this Section 5 specifically enforced by any court
having equity jurisdiction, it being acknowledged and agreed that
any breach or threatened breach of the provisions of this Section
5 will cause irreparable injury to the Company and that money
damages will not provide an adequate remedy to the Company.
Nothing contained herein shall be construed as prohibiting the
Company from pursuing any other remedies available to it for such
breach or threatened breach, including the recovery of damages from
the Employee.
6. TERMINATION
(a) This Agreement may not be terminated by either party
without the consent of the other. The Employee shall be entitled
to all payments hereunder regardless of disability or failure to
perform any task.
(b) If the Employee dies prior to the completion of either
the Executive Employment Period or the Extended Employment Period,
his heirs, beneficiaries and estate shall continue to receive
compensation, payments and benefits that the Employee would have
otherwise received during both such periods until completion of the
Extended Employment Period without any offset or reduction and
without any duty or obligation by such heirs, beneficiaries or
estate.
<PAGE>
(c) TERMINATION BY THE COMPANY FOR CAUSE. The Company, by
written notice to the Employee, shall have the right to terminate
the Executive Employment Period and/or the Extended Employment
Period in the event of any of the following (which shall constitute
"Cause"):
(i) The Employee's breach in respect of his duties under this
Agreement, such breach continuing unremedied for thirty
days after written notice thereof from the Company to
the Employee specifying the acts constituting the breach
and requesting that they be remedied; or
(ii) Any misconduct, dishonesty, insubordination or other act
by the Employee materially detrimental to the goodwill of
the Company, or materially damaging to the Company's its
subsidiaries' and affiliates' relationships with their
customers or employees, including without limitation, the
Employee having been convicted of a felony during the
Employment Period, provided such conviction has resulted or
is likely to result in substantial detriment to the Company,
its subsidiaries and affiliates.
Any termination under Section 6(c) shall be without damages or
liability to the Company for compensation and other benefits which
would have accrued to the Employee hereunder after termination, but
all compensation, benefits and reimbursements accrued through the
date of termination only, shall be paid to the Employee at the
times normally paid by the Company.
7. ASSIGNMENT
(a) BY THE EMPLOYEE. This Agreement and any rights
(including compensation) or obligation hereunder shall not be
assigned, pledged, alienated, sold, attached, charged, encumbered
or transferred in any way by the Employee and any attempt to do so
shall be void except that (i) the Employee may designate any of his
beneficiaries to receive (and such beneficiaries shall receive) any
compensation, payments or other benefits payable hereunder upon his
death, (ii) any assignment by will or by laws of descent and
distribution is permitted and (iii) the Employee's executors,
administrators or other legal representatives may assign any rights
hereunder to the person or persons entitled thereto.
(b) BY THE COMPANY. Provided the substance of the Employee's
duties set forth in Section 2 shall not change, and provided that
the Employee's compensation as set forth in Section 3 shall not be
adversely affected, the Company may assign or otherwise transfer
this Agreement to any succeeding entity without limitation, which
entity shall assume all rights and obligations hereunder.
<PAGE>
8. NOTICES
All notices, requests, demands and other communications
hereunder must be in writing and shall be deemed to have been duly
given if delivered by hand or mailed within the continental United
States by first class, registered mail, return receipt requested,
postage and registry fees prepaid, to the applicable party and
addressed as follows:
(a) if to the Company:
President
OMI Corp.
90 Park Avenue
New York, NY 10016
(b) if to the Employee:
George W. Vlandis
137 Thornwood Road
Stamford, CT 06903
Addresses may be changed by notice in writing signed by the
addressee.
9. MISCELLANEOUS
(a) If any provision of this Agreement shall, for any reason,
be adjudged by any court of competent jurisdiction to be invalid or
unenforceable, such judgment shall not affect, impair or invalidate
the remainder of this Agreement but shall be confined in its
operation to the jurisdiction in which made and to the provisions
of this Agreement directly involved in the controversy in which
such judgment shall have been rendered.
(b) No course of dealing and no delay on the part of any
party hereto in exercising any right, power or remedy under or
relating to this Agreement shall operate as a waiver thereof or
otherwise prejudice such party's rights, powers and remedies. No
single or partial exercise of any rights, powers or remedies under
or relating to this Agreement shall preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy.
(c) This Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same
instrument, and all signatures need not appear on any one
counterpart.
<PAGE>
(d) The Company shall promptly reimburse the Employee for
attorneys' and accountants' reasonable fees and expenses and
necessary disbursements incurred by the Employee in connection with
the enforcement of any of his rights hereunder; provided, however,
that the Employee shall be entitled to such reimbursement in
respect of any such fees, expenses and disbursements incurred by
him after the formal initiation of any proceeding or action which
is not settled prior to any final judgment, award or determination,
only if such judgment, award, or determination is in any material
respect in his favor.
(e) All payments required to be made to the Employee by the
Company hereunder shall be subject to any applicable withholding
under any applicable Federal, state or local income tax laws. Any
such withholding shall be based upon the most recent W-4 form filed
by the Employee with the Company, and the Employee may from time to
time revise such filing.
(f) This Agreement embodies the entire understanding, and
supersedes all other oral or written agreements or understandings,
between the parties regarding the subject matter hereof. No
change, alteration or modification hereof may be made except in
writing signed by both parties hereto. The headings in this
Agreement are for convenience of reference only and shall not be
considered part of this Agreement or limit or otherwise affect the
meaning hereof. This Agreement and the rights and obligations of
the parties hereunder shall be construed in accordance with and
governed by the laws of the state of New York (disregarding any
choice of law rules which might look to the laws of any other
jurisdiction).
(g) Nothing herein contained shall be construed to prevent or
limit any acquisition, consolidation or merger of the Company.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the day and year first above
written.
By/s/ George W. Vlandis
George W. Vlandis
OMI Corp.
By/s/ Jack Goldstein
Jack Goldstein
