<PAGE>
As filed with the Securities and Exchange Commission on January 15, 1998
================================================================================
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-KA
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
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Commission File Number 1-10164
OMI CORP.
(Exact name of Registrant as specified in its charter)
Delaware 13-2625280
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Registrant's telephone number including area code: (212) 986-1960.
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.50 per share New York Stock Exchange
Title of Class Name of Exchange on which Registered
Securities registered pursuant to Section 12(g) of the Act: None
--------------------------------
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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
YES NO X
----- -----
Aggregate market value of Registrant's voting stock, held by
non-affiliates, based on the closing price on the New York Stock Exchange as
of the close of business on March 24, 1997:
$390,597,833
Number of shares of the Registrant's Common Stock outstanding as of
March 24, 1997:
42,805,242
The following document is hereby incorporated by reference into
Part III of this Form 10-KA:
(1) Portions of the OMI Corp. 1996 Proxy Statement to be filed with the
Securities and Exchange Commission.
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<PAGE>
OMI CORP. AND SUBSIDIARIES
FORM 10-KA
DECEMBER 31, 1996
Filed herewith is the Company's amended Form 10K (Form 10KA) for the
year ended December 31, 1996.
In accordance with Rule 408 (g) of Regulation S-X, the financial
statements of Mosaic Alliance, Inc. in which the Company has a 49 percent
ownership interest are included in this Form 10KA.
<PAGE>
Mosaic Alliance Corporation
(Incorporated in the Republic of Liberia)
Report and accounts
Year ended 31 December 1996
<PAGE>
Mosaic Alliance Corporation
Report and accounts
Year ended 31 December 1996
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Contents Pages
Report of the auditors.................................. 1
Consolidated profit and loss account.................... 2
Consolidated balance sheet.............................. 3
Consolidated cash flow statement........................ 4
Notes to the accounts................................... 5 to 10
<PAGE>
Report of the auditors
To the members of Mosaic Alliance Corporation
(Incorported in the Republic of Liberia with limited liability)
We have audited the accompanying balance sheet of Mosaic Alliance Corporation
as of 31 December 1996 and the related statements of income, and cash flows
for the year then ended. These accounts are the responsibility of the
company's management. Our responsibility is to express an opinion on these
accounts based on our audit.
We conducted our audit in accordance with International Standards on Auditing.
Those Standards require that we plan and perform the audit to obtain
reasonable assurance about whether the accounts are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the accounts. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall accounts presentation. We
believe that our audit provides a resaonable basis for our opinion.
In our opinion, the accounts give a true and fair view of the financial
position of the company as of 31 December 1996, and of the results of its
operations and its cash flows for the year then ended in accordance with
International Accounting Standards.
Coopers & Lybrand
Certified Public Accountants
Hong Kong,
<PAGE>
Mosaic Alliance Corporation
Report and accounts
Year ended 31 December 1996
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<TABLE>
<CAPTION>
Note 1996 1995
US$ US$
<S> <C> <C> <C>
Income
Charter and voyage revenue 11,813,274 19,503,793
Interest income 1,565,357 930,802
Gain/(loss) on disposal of investments 203,469 (196,613)
Dividend income 34,743 --
Other Income 974,805 1,202,344
------------- ------------
14,591,648 21,440,326
Expenses
Vessel and voyage expenses 3,170,262 5,932,959
Loss on disposal of vessels 490,351 -
Amortisation of deferred drydocking and survey
repair expenses 1,246,341 600,999
Depreciation 3,117,009 4,198,297
General and administration 1,483,776 865,895
Interest expenses 1,374,128 2,567,170
------------- ------------
10,881,867 14,165,320
------------- ------------
Profit before taxation 3,709,781 7,275,006
Taxation 4(a) 2,391 --
------------- ------------
Profit after taxation 3,707,390 7,275,006
Retained profits brought forward 28,722,196 21,447,190
------------- ------------
Retained profits carried forward 32,429,586 28,722,196
============= ============
</TABLE>
<PAGE>
Mosaic Alliance Corporation
Consolidated balance sheet -- 31 December 1996
================================================================================
<TABLE>
<CAPTION>
Note 1996 1995
US$ US$
<S> <C> <C> <C>
Employment of capital
Vessels 5 50,992,640 81,829,519
Unquoted investments - 149,749
Deferred charges 6 537,979 1,275,561
Current assets
Due from affiliated companies 7 524,740 376,174
Loan to an affiliated company 8 5,244,926 4,260,400
Accounts receivable and prepayments 1,542,055 1,999,803
Investments 3,195,006 1,736,339
Cash and bank balances 16,610,114 15,084,957
------------ ------------
27,116,841 23,457,673
Current liabilities
Due to affiliated companies 7 28,459 40,570
Bank loans - secured - 4,428,900
Accounts payable and accrued charges 657,504 1,514,716
Taxation 4(a) 1,796 -
------------ ------------
687,759 5,984,186
------------ ------------
Net current assets 26,429,082 17,473,487
------------ ------------
77,959,701 100,728,316
============ ============
Capital employed
Share capital 9 500 500
Paid in surplus 45,519,020 45,519,020
Reserve on consolidation 10,000 10,000
Retained profits 32,429,586 28,722,196
------------ ------------
Total capital and reserves 77,959,106 74,251,716
Deferred taxation 4(b) 595 -
Bank loans - secured - 26,476,600
------------ ------------
77,959,701 100,728,316
============ ============
</TABLE>
Approved by the directors on December 10, 1997
)
Franklin W.L. Tsao )
- ------------------ )
) Directors
)
Fredric S. London )
- ------------------ )
<PAGE>
Mosaic Alliance Corporation
Consolidated cash flow statement
Year ended 31 December 1996
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<TABLE>
<CAPTION>
Note 1996 1995
US$ US$
<S> <C> <C> <C>
Net cash inflow from operating activities 11 5,364,815 12,384,056
Returns on investments and servicing of
finance
Dividend income 34,743 --
Interest received 1,536,357 930,802
Interest paid (1,374,128) (2,567,170)
Net cash inflow/(outflow) from returns on
investments and servicing of finance 196,972 (1,636,368)
Investing activities
Purchase of fixed assets (1,873,497) (243,472)
Sale of vessels 29,103,016 --
Purchase of unquoted investments -- (149,749)
Sale of quoted investments -- 4,742,009
Sale of unquoted investments 353,218 3,784,344
Payments for drydocking and survey repairs
expenses (713,867) (1,671,452)
Net cash inflow from investing activities 26,868,870 6,461,680
------------ --------------
Net cash inflow before financing 32,430,657 17,209,368
Financing
Repayment of bank loans 12 (30,905,500) (6,428,900)
------------ --------------
Increase in cash and bank balances 1,525,157 10,780,468
Cash and bank balances at the beginning of the
year 15,084,957 4,304,489
------------ --------------
Cash and bank balances at the end of the year 16,610,114 15,084,957
============ ==============
</TABLE>
The notes on pages 5 to 10 form an integral part of these accounts.
Auditors' report - page 1
<PAGE>
Mosaic Alliance Corporation
Notes to the accounts - 31 December 1996
1 Summary of significant accounting policies
(a) Basis of consolidation
The consolidated accounts include the accounts of the company and all its
subsidiaries. All significant transactions between and among the company and
its subsidiaries are eliminated on consolidation. At the balance sheet date,
the company wholly owned the following subsidiaries:-
<TABLE>
<CAPTION>
<S> <C> <C>
Country of
Company incorporation Description of shares held
- ------------------------------------------ ---------------------------- ---------------------------------------
Sheffield Navigation Co. Inc. Republic of Panama Common stock of US$1 each
Bunbury Navigation Co. Inc. Republic of Panama Common stock of US$1 each
Romeo Navigation Co. Inc. Republic of Panama Common stock of US$1 each
Avac Limited Republic of Liberia Common stock without par value
Mackenzie Navigation Co. Pte.
Limited Singapore Common stock of S$1 each
FLT Limited Republic of Liberia Common stock without par value
Tulsa Navigation Co. Pte. Limited Singapore Common stock of S$1 each
Kanemore Corporation British Virgin Islands Common stock of US$1 each
Kanesin (Singapore) Pte. Limited Singapore Common stock of S$1 each
Kanejoy Corporation British Virgin Islands Common stock of US$1 each
</TABLE>
(b) Drydocking and survey repairs
Drydocking and survey repairs expenses are capitalised as when incurred and
amortised over the future drydocking and survey cycle.
(c) Vessels
Vessels are depreciated on the straight-line method over their estimated
useful lives of twenty to twenty-five years to their estimated residual
values. Major expenditures for renewals, which are expected to extend useful
lives or reduce future operating expenses are capitalised.
Gains or losses on disposal of vessels represent the difference between the
net sales proceeds and the carrying amount of the vessels, and are recognised
in the profit and loss account.
(d) Taxation
The charge for taxation is based on the result for the year as adjusted for
items which are non-assessable or disallowable. Timing differences arise from
the recognition for tax purposes of certain items of income and expense in a
different accounting period from that in which they are recognised in the
accounts. The tax effect of timing differences, computed under the liability
method, is recognised in the accounts to the extent it is probable a liability
or an asset will crystallise in the foreseeable future.
<PAGE>
1 Summary of significant accounting policies (cont'd)
(e) Foreign currency translation
The books and records of the company are maintained in United States dollars
and the consolidated accounts have been expressed in that currency. Foreign
currency transactions during the year are translated into United States
dollars at the rates of exchange ruling at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are
incorporated into the accounts by translating foreign currencies into United
States dollars at the rates of exchange ruling at the balance sheet date.
Exchange differences arising are included in operating results.
(f) Deferred financing charges
These are upfront facility and arrangement fees paid to bankers in relation to
bank loans raised. Deferred financing charges are capitalised and amortised
over the period of the loans on a straight-line basis.
(g) Investments
(i) Unquoted investments are held as long term investments and are stated
at cost. Provision is made to the extent that the directors consider
significant permanent diminution in value has taken place.
(ii) Quoted investments held for trading purposes are stated at the lower
of cost and market value on an individual basis.
(iii) Realised gains or losses on the sale of investments are recognised in
net income on the specific identification basis.
(h) Revenue recognition
(i) Charter and voyage revenue is recognised as revenue on an accrual
basis.
(ii) Sale of investments is recognised as revenue on trade date basis.
(iii) Interest income is recognised as revenue on a time proportion basis.
2 Principal activities
The principal activity of the company is investment holding. The principal
activities of its subsidiaries are shipowning and ship operating, securities
investment and trading.
<PAGE>
3 Revenue
The amounts of each significant category of revenue recognised during the year
are as follows:-
1996 1995
US$ US$
Charter and voyage revenue 11,813,274 19,503,793
Revenue from the sale of investments 2,888,862 8,526,353
Interest income 1,565,357 930,802
4 Taxation
(a) The amount of taxation in the consolidated profit and loss account
represents:-
1996 1995
US$ US$
- current 1,796 --
- deferred 595 --
---------- ---------
2,391 --
========== =========
Taxation represents taxation on the assessable profits of a
subsidiary which is calculated at the rate applicable in the
jurisdiction where it operates.
(b) Deferred taxation represents the tax effect of timing differences of
accelerated depreciation allowances.
5 Vessels
US$
Cost
Brought forward 99,711,367
Additions 1,873,497
Disposals (39,447,279)
-------------
Carried forward 62,137,585
-------------
Accumulated depreciation
Brought forward 17,881,848
Charge for the year 3,117,009
Disposals (9,853,912)
-------------
Carried forward 11,144,945
-------------
Net book value at 31 December 1996 50,992,640
=============
Net book value at 31 December 1995 81,829,519
=============
<PAGE>
6 Deferred charges
1996 1995
US$ US$
Deferred financing charges
Balance brought forward 205,108 246,406
Transfer to profit and loss account (205,108) (41,298)
Balance carried forward - 205,108
Deferred drydocking and survey repairs expenses
Balance brought forward 1,070,453 -
Incurred during the year 713,867 1,671,452
Amortisation during the year (1,246,341) (600,999)
Balance carried forward 537,979 1,070,453
----------- ----------
537,979 1,275,561
=========== ==========
7 Due from and to affiliated companies
The amounts due from and to affiliated companies are interest free, unsecured
and have no fixed terms of repayment.
8 Loan to an affiliated company
The loan to an affiliated company is interest bearing at 5.5% per annum,
unsecured and repayable on demand.
9 Share capital
1996 1995
US$ US$
Authorised, issued and fully paid
500 common stock of no par value 500 500
===== =====
<PAGE>
10 Related party transactions
During the year:-
(a) The group paid management fees totalling US$599,202 (1995:
US$698,838) to affiliated companies for management services rendered.
(b) The company disposed of an investment in the listed securities of a
shareholder of the company at a cost of US$1,736,339 to its
shareholder (1995: consideration of US$1,709,694 and a loss of
US$259,318 was made).
(c) The company received interest income of US$197,478 (1995: US$234,322)
from affiliated companies during the year.
(d) The group disposed of a vessel at a consideration of US$17,001,813 to
an affiliated company.
11 Reconciliation of operating profit to net cash inflow from operating
activities
<TABLE>
<CAPTION>
1996 1995
US$ US$
<S> <C> <C>
Operating profit for the year 3,709,781 7,275,006
Dividend income (34,743) --
Interest received (1,536,357) (930,802)
Interest paid 1,374,128 2,567,170
Depreciation 3,117,009 4,198,297
Loss on disposal of vessels 490,351 --
Amortisation of deferred drydocking and survey repairs expenses 1,246,341 600,999
(Gain)/loss on disposal of investments (203,469) 196,613
Increase in short term investments (1,458,667) (1,736,339)
Decrease in deferred financing charges 205,108 41,298
(Increase)/decrease in amounts due from affiliated companies (148,566) 29,836
Decrease/(increase) in accounts receivable and prepayments 457,748 737,718
Increase in loan to affiliated companies (984,526) --
Decrease in amounts due to affiliated companies (12,111) (243,267)
Decrease in accounts payable and accrued charges (857,212) (352,473)
----------- ------------
Net cash inflow from operating activities 5,364,815 12,384,056
=========== ============
</TABLE>
12 Analysis of changes in financing during the year
Bank loans
US$
Balance at 31 December 1995 30,905,000
Repayment during the year (30,905,000)
------------
--
============
<PAGE>
13 Post balance sheet date events
(a) In June 1997, the group disposed of a vessel to a third party at a
consideration of US$19,433,000.
(b) In September 1997, the group disposed of a vessel to an affiliated
company at a consideration of US$22,591,000.
