TEEKAY SHIPPING CORP
6-K, 1995-11-09
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT
Previous: BEDFORD PROPERTY INVESTORS INC/MD, 8-K/A, 1995-11-09
Next: ROYCE OTC MICRO CAP FUND INC, N-30B-2, 1995-11-09



<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                             ----------------------

                                    FORM 6-K

                       Report of Foreign Private Issuer

                      Pursuant to Rule 13a-16 or 15d-16 of
                      the Securities Exchange Act of 1934

                             ----------------------

               For the quarterly period ended September 30, 1995
                                              ------------------

                          TEEKAY SHIPPING CORPORATION
                      (Formerly Viking Star Shipping Inc.)
             (Exact name of Registrant as specified in its charter)

                        Tradewinds Building, Sixth Floor
                         Bay Street, P.O. Box SS-6293,
                              Nassau, The Bahamas
                    (Address of principal executive office)

                             ----------------------

         [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  
                                    -----    -----

         [If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):82-__________ ]




                                  Page 1 of 19
<PAGE>   2

                  TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                      (FORMERLY VIKING STAR SHIPPING INC.)
     REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995


                                    INDEX



<TABLE>
<CAPTION>
PART I:     FINANCIAL INFORMATION                                                           PAGE
                                                                                            ----
<S>                                                                                          <C>
Item 1.  Financial Statements

         Consolidated Statements of Income
               and Retained Earnings for the three and six months
               ended September 30, 1995 and 1994  . . . . . . . . . . . . . . . . . . . . .   3

         Consolidated Balance Sheets -
               September 30, 1995 and March 31, 1995  . . . . . . . . . . . . . . . . . . .   4

         Consolidated Statements of Cash Flows
               for the six months ended September 30, 1995
               and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   5

         Notes to Consolidated Financial
               Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6

Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations  . . . . . . . . . . . . . . .  14


PART II:    OTHER INFORMATION   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

SIGNATURES  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
</TABLE>





                                       2
<PAGE>   3

                  TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                      (Formerly Viking Star Shipping Inc.)

                       CONSOLIDATED STATEMENTS OF INCOME
                             AND RETAINED EARNINGS
                         (in thousands of U.S. dollars)



<TABLE>
<CAPTION>
                                              THREE MONTHS ENDED             SIX MONTHS ENDED
                                              -------------------            ----------------
                                                 SEPTEMBER 30,                SEPTEMBER 30,
                                                 -------------                -------------
                                             1995             1994         1995             1994
                                             ----             ----         ----             ----
                                              $   (UNAUDITED)  $            $   (UNAUDITED)  $ 
                                             ---  ----------- ---          ---  ----------- ---
<S>                                     <C>              <C>          <C>              <C>
REVENUES
Voyage revenues                            81,660           83,619      160,944          162,771
Voyage expenses                            21,656           23,172       43,452           42,515
- ------------------------------------------------------------------------------------------------------

Net voyage revenue                         60,004           60,447      117,492          120,256
- ------------------------------------------------------------------------------------------------------

OPERATING EXPENSES
Vessel operating expenses                  16,829           19,534       33,496           38,446
Depreciation and amortization (note 2)     20,077           24,483       40,956           48,238
General and administrative                  4,548            4,130        8,812            8,146
- ------------------------------------------------------------------------------------------------------

Income from vessel operations              18,550           12,300       34,228           25,426
- ------------------------------------------------------------------------------------------------------

OTHER ITEMS
Interest expense                          (15,729)         (16,172)     (31,230)         (31,364)
Interest income                             1,635            1,406        3,182            2,903
Other income (note 9)                       4,318            3,264        3,851            1,018
- ------------------------------------------------------------------------------------------------------

                                           (9,776)         (11,502)     (24,197)         (27,443)
- ------------------------------------------------------------------------------------------------------

Net income (loss)                           8,774              798       10,031           (2,017)
Retained earnings, beginning of the
  period                                  407,804          397,364      406,547          400,179
Exchange of redeemable preferred stock
  (note 7)                                (60,000)                      (60,000)
- ------------------------------------------------------------------------------------------------------

RETAINED EARNINGS, END OF THE PERIOD      356,578          398,162      356,578          398,162
======================================================================================================

Net income (loss) per common share
  (note 7)                              $    0.34        $    0.04    $    0.46        $   (0.11)

Weighted average number of
    common shares outstanding (note 7)  25,689,358       18,000,000   21,865,688       18,000,000
</TABLE>




The accompanying notes are an integral part of the consolidated financial
statements.

                                       3

<PAGE>   4

                  TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                      (Formerly Viking Star Shipping Inc.)

                          CONSOLIDATED BALANCE SHEETS
                         (in thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                             AT SEPTEMBER 30, 1995   AT MARCH 31, 1995
                                                             ---------------------   -----------------
                                                                       $                     $ 
                                                                      ---                   ---
                                                                  (UNAUDITED)
                                                                  -----------
<S>                                                              <C>                   <C>
ASSETS
CURRENT
Cash                                                                60,465                16,500
Marketable securities (note 9)                                      48,802                69,239
Restricted cash                                                      3,623                 7,634
Accounts receivable
  -trade                                                            20,948                16,875
  -vessel sale                                                                            17,283
  -other                                                             2,812                 3,271
Prepaid expenses and other assets                                   13,574                13,273
- ------------------------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                               150,224               144,075
- ------------------------------------------------------------------------------------------------------

VESSELS AND EQUIPMENT (notes 2, 5, 6 and 10)
At cost, less accumulated depreciation of $343,838
   (March 31, 1995 - $312,281)                                   1,152,171             1,142,972
Acquired under capital lease, less accumulated amortization
   of $398                                                          49,813
Advances on vessels                                                                        5,066
- ------------------------------------------------------------------------------------------------------

TOTAL VESSELS AND EQUIPMENT                                      1,201,984             1,148,038
- ------------------------------------------------------------------------------------------------------

Investment in 50% owned company                                      4,468                 3,758
Other assets                                                         9,240                10,603
- ------------------------------------------------------------------------------------------------------

                                                                 1,365,916             1,306,474
======================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable                                                    10,542                11,480
Accrued liabilities                                                 12,542                13,054
Current portion of long-term debt (notes 5 and 8)                   58,906                74,479
Current portion of capital lease obligation (notes 6 and 8)          2,709
- ------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES                                           84,699                99,013
- ------------------------------------------------------------------------------------------------------

Long-term debt (notes 5 and 8)                                     652,969               768,395
Capital lease obligation (notes 6 and 8)                            41,200
- ------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                  778,868               867,408
- ------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY
Capital stock (note 7)                                             230,613                33,001
Retained earnings                                                  356,578               406,547
Less net unrealized loss on marketable securities                      143                   482
- ------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                         587,048               439,066
- ------------------------------------------------------------------------------------------------------

                                                                 1,365,916             1,306,474
======================================================================================================
</TABLE>

Commitments and contingencies (note 8).

The accompanying notes are an integral part of the consolidated financial
statements.


                                       4
<PAGE>   5

                  TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                      (Formerly Viking Star Shipping Inc.)

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in thousands of U.S. dollars)

<TABLE>
<CAPTION>
                                                                     SIX MONTHS ENDED SEPTEMBER 30,
                                                                     ------------------------------
                                                                       1995                   1994
                                                                       ----                   ----
                                                                         $    (UNAUDITED)      $ 
                                                                        ---   -----------     ---
<S>                                                                 <C>                    <C>
Cash provided by (used for)

OPERATING ACTIVITIES
Net income (loss)                                                    10,031                 (2,017)
Add (deduct) charges to operations not requiring
  a payment of cash:
    Depreciation and amortization                                    40,956                 48,238
    Foreign currency exchange gain                                      (84)                  (305)
    Gain on disposition of assets                                    (3,728)                (3,698)
    Loss on marketable securities                                       110                  2,719
    Equity income                                                      (704)
    Other                                                               709
    Change in non-cash working capital items related to
      operating activities                                           (5,402)                 6,301
- -------------------------------------------------------------------------------------------------------

NET CASH FLOW FROM OPERATING ACTIVITIES                              41,888                 51,238
- -------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Proceeds from long-term debt                                        223,000
Scheduled repayments of long-term debt                              (34,880)               (44,147)
Prepayments of long-term debt                                      (317,901)                (6,533)
Scheduled repayments of capital lease obligation                       (640)
Decrease (increase) in restricted cash                                4,011                   (490)
Net proceeds from stock issuance                                    137,613
Capitalized loan costs                                                 (866)                  (942)
- -------------------------------------------------------------------------------------------------------

NET CASH FLOW FROM FINANCING ACTIVITIES                              10,337                (52,112)
- -------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Expenditures for vessels and equipment (net of capital
  lease financing of $44,550; September 30, 1994 - $0)              (47,527)                (4,273)
Expenditures for drydocking                                          (4,193)                (7,121)
Proceeds from disposition of assets                                  22,794                  4,220
Increase in investment                                                                        (400)
Proceeds on sale of available-for-sale securities                    53,332
Purchases of available-for-sale securities                          (32,666)
Increase in marketable securities                                                           (2,073)
- -------------------------------------------------------------------------------------------------------

NET CASH FLOW FROM INVESTING ACTIVITIES                              (8,260)                (9,647)
- -------------------------------------------------------------------------------------------------------

Increase (decrease) in cash                                          43,965                (10,521)
Cash, beginning of the period                                        16,500                 38,614
- -------------------------------------------------------------------------------------------------------

CASH, END OF THE PERIOD                                              60,465                 28,093
=======================================================================================================
</TABLE>





The accompanying notes are an integral part of the consolidated financial
statements.

                                       5
<PAGE>   6
                 TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                     (FORMERLY VIKING STAR SHIPPING INC.)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

          (ALL TABULAR AMOUNTS STATED IN THOUSANDS OF U.S. DOLLARS)
        (INFORMATION AS AT SEPTEMBER 30, 1995, AND FOR THE THREE-MONTH
    AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994 IS UNAUDITED)


1.       BASIS OF PRESENTATION

         The accompanying unaudited interim consolidated financial statements
         have been prepared in accordance with generally accepted accounting
         principles in the United States and the rules and regulations of the
         Securities and Exchange Commission.  Certain information and footnote
         disclosures required by generally accepted accounting principles for
         complete annual financial statements have been omitted and, therefore,
         it is suggested that these interim financial statements be read in
         conjunction with the Company's audited financial statements for the
         fiscal year ended March 31, 1995.  In the opinion of management, these
         statements reflect all adjustments (consisting only of normal
         recurring accruals), necessary to present fairly, in all material
         respects, the Company's consolidated financial position, results of
         operations and cash flows for the interim periods presented.  The
         results of operations for the three-month and six-month periods ended
         September 30, 1995 are not necessarily indicative of those for a full
         fiscal year.

         Certain of the prior period comparative figures have been reclassified
         where necessary to conform with the presentation used in the current
         period.

2.       CHANGE IN ESTIMATE

         Effective April 1, 1995, the Company revised its estimates of the
         residual values of its vessels.  The effect of this change in
         estimated residual values was to reduce depreciation expense for the
         six-month and three-month periods ended September 30, 1995 by $4.8
         million (or $0.22 per common share) and $2.8 million (or $0.11 per
         common share), respectively.

3.       CASH FLOWS

         Cash interest paid during the six-month periods ended September 30,
         1995 and 1994 totalled approximately $31,895,000 and $32,421,000,
         respectively.

4.       INCOME TAXES

         The legal jurisdictions of the countries in which the Company and its
         subsidiaries are incorporated do not impose income taxes upon
         shipping-related activities.

5.       LONG-TERM DEBT
<TABLE>
<CAPTION>
                                                                      SEPTEMBER 30,              MARCH 31,
                                                                          1995                     1995
                                                                            $                        $
        -----------------------------------------------------------------------------------------------------
        <S>                                                             <C>                       <C>
        Revolving Credit Facility                                        88,000
        First Preferred Ship Mortgage Notes (9 5/8%)
          U.S. dollar debt due through 2004                             151,200                   175,000
        Floating rate (LIBOR + 1% to 1 1/2%)
          U.S. dollar debt due through 2006                             472,675                   667,874
        -----------------------------------------------------------------------------------------------------
                                                                        711,875                   842,874
        Less current portion of long-term debt                           58,906                    74,479
        -----------------------------------------------------------------------------------------------------
                                                                        652,969                   768,395
        =====================================================================================================
</TABLE>






                                       6
<PAGE>   7
                 TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                     (FORMERLY VIKING STAR SHIPPING INC.)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

          (ALL TABULAR AMOUNTS STATED IN THOUSANDS OF U.S. DOLLARS)
        (INFORMATION AS AT SEPTEMBER 30, 1995, AND FOR THE THREE-MONTH
    AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994 IS UNAUDITED)


5.       LONG-TERM DEBT - CONT'D

         In May 1995, the Company negotiated a revolving credit facility, (the
         "Facility"), with three commercial banks providing for borrowings of
         up to $243 million in order to refinance certain of the existing debt
         obligations of the Company and to finance vessel acquisitions.  The
         Facility is collateralized initially by first priority mortgages
         granted on fourteen of the Company's Aframax tankers, together with
         certain other related collateral, and a guarantee from the Company for
         all amounts outstanding under the Facility.  The commitment amount
         will be reduced in 16 semi-annual instalments commencing six months
         after the initial drawdown date, together with a final balloon payment
         coincident with the final semi-annual reduction. Interest payments are
         based on LIBOR plus a margin ranging from 0.80% to 1.25% which is
         dependent on the financial leverage of the Company.

         In June 1995, the Company made an initial drawdown on the Facility
         in the amount of $223 million and simultaneously prepaid approximately
         $204 million in other floating rate debt.

         In July 1995, using part of the proceeds from the initial public
         offering, the Company prepaid $135 million of the Facility.

         During the first quarter of fiscal 1996, the Company retired $23.8 
         million of its First Preferred Ship Mortgage Notes, utilizing 
         approximately $18.5 million of funds available under the Facility.

         Six of the Company's subsidiaries, Diamond Spirit Inc., Sebarok Spirit
         Inc., VSSI Bulkers Inc., VSSI Deepsea Inc., VSSI Star Inc., and VSSI
         Ulsan Inc. ("the Guarantor Subsidiaries") have guaranteed the First 
         Preferred Ship Mortgage Notes due July 2003 issued by Teekay Shipping 
         Corporation to a maximum of 95% of the fair value of their net assets.
         As of September 30, 1995, the fair value of the net assets of the 
         Guarantor Subsidiaries approximated $201 million.

         Condensed financial information regarding the Company, the Guarantor
         Subsidiaries and non-guarantor subsidiaries of the Company is set out
         on Schedule A of these consolidated financial statements.

6.       CAPITAL LEASE OBLIGATION

         On August 7, 1995, the Company took delivery of a bareboat hire
         purchased vessel which is accounted for as a capital lease.

<TABLE>
<CAPTION>
                                                                      SEPTEMBER 30,              MARCH 31,
                                                                          1995                     1995
                                                                            $                        $      
        ------------------------------------------------------------------------------------------------------
        <S>                                                              <C>
        Floating rate (LIBOR + 1.25%)
          U.S. dollar capital lease due through 2008                     43,909
        Less current portion of capital lease obligation                  2,709
        ------------------------------------------------------------------------------------------------------

                                                                         41,200
        ======================================================================================================
</TABLE>


         The Company holds a purchase option on this vessel which is
         exercisable, at the Company's discretion, on any monthly lease payment
         date at a price equal to the unpaid principal balance of the capital
         lease obligation outstanding as at the date the purchase option is
         exercised.






                                       7
<PAGE>   8
                 TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                     (FORMERLY VIKING STAR SHIPPING INC.)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

          (ALL TABULAR AMOUNTS STATED IN THOUSANDS OF U.S. DOLLARS)
        (INFORMATION AS AT SEPTEMBER 30, 1995, AND FOR THE THREE-MONTH
    AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994 IS UNAUDITED)


7.       CAPITAL STOCK


         AUTHORIZED

<TABLE>
          <S>              <C>
           25,000,000      Preferred Stock with a par value of $1 each.
          125,000,000      Common Stock with no par value
</TABLE>

<TABLE>
<CAPTION>
        ------------------------------------------------------------------------------------------------------

                                                             Common     Thousands      Preferred     Thousands
        Issued and outstanding                               Stock      of shares        Stock       of shares
        ------------------------------------------------------------------------------------------------------
        <S>                                                 <C>          <C>              <C>           <C>
        Balance March 31, 1994 and 1995                     $33,000       36,000          $1             600

        May 15, 1995 1-for-2 Reverse Common
          Stock Split                                                    (18,000)

        July 19, 1995 Initial Public Offering
          6,900,000 million shares @ $21.50 per share
          of Common Stock (net of share issue costs)        137,613        6,900

        July 19, 1995 Exchange of Redeemable Preferred
          Stock for 2,790,698 shares of Common Stock         60,000        2,791          (1)           (600)
        ------------------------------------------------------------------------------------------------------
        Balance September 30, 1995                         $230,613       27,691           0               0

        ======================================================================================================
</TABLE>



         Effective May 15, 1995, the Company completed a reverse stock split of
         its Common Stock on a 1 for 2 basis, effectively changing its
         outstanding Common Stock from 36 million to 18 million shares.

         On July 19, 1995, the Company completed its initial public offering of
         6,900,000 shares of its Common Stock.  The Company's Common Stock was
         initially offered at a price of $21.50 per share, resulting in
         aggregate net proceeds to the Company of approximately $137.6 million.
         $135 million of the net proceeds from the offering was used to reduce
         the amounts outstanding under the Company's revolving credit facility.

         In conjunction with the completion of the initial public offering, the
         Company exchanged all of its outstanding Redeemable Preferred Stock for
         2,790,698 shares of Common Stock.  The Company has reserved 2,148,571
         shares of Common Stock for issuance upon exercise of options granted
         pursuant to the Company's 1995 Stock Option Plan, of which options to
         purchase up to 796,750 shares of Common Stock, at an exercise price of
         $21.50 per share, were granted concurrent with the consummation of the
         offering.

         Net income (loss) per common share is based upon the weighted average
         number of common shares outstanding during each period, after giving
         effect to the 1 for 2 reverse stock split.  Stock options have not been
         included in the computation of net income (loss) per common share since
         their effect thereon would not be material.






                                       8
<PAGE>   9
                 TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                     (FORMERLY VIKING STAR SHIPPING INC.)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

          (ALL TABULAR AMOUNTS STATED IN THOUSANDS OF U.S. DOLLARS)
        (INFORMATION AS AT SEPTEMBER 30, 1995, AND FOR THE THREE-MONTH
    AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994 IS UNAUDITED)


8.      COMMITMENTS AND CONTINGENCIES

        As at September 30, 1995, the Company was committed to a series of
        interest rate swap agreements whereby $175 million of the Company's
        floating rate debt was swapped with fixed rate obligations having an
        average remaining term of 4.5 months.  The swap agreements expire
        between October 1995 and April 1996.  These arrangements effectively
        change the Company's interest rate exposure on $175 million of debt
        from a floating LIBOR rate to an average fixed rate of 5.68%.  The
        Company is exposed to credit loss in the event of non-performance by
        the counter parties to the interest rate swap agreements; however, the
        Company does not anticipate non-performance by any of the counter
        parties.

        As at September 30, 1995, the Company was a party to interest rate cap
        contracts which effectively limit the interest rate exposure on $200
        million of the Company's floating rate debt to a maximum of 8%.  $100
        million of the contracts became effective on February 24, 1995; the
        remaining $100 million of contracts  became effective on October 2,
        1995.  All of the contracts expire on April 1, 1997.  The premiums paid
        by the Company have been recorded at cost and are being amortized over
        the lives of the individual contracts.  Receipts, if any, under the
        interest rate cap contracts are reflected as adjustments to interest
        expense since the contracts are designated as hedges in connection with
        long-term debt obligations.

        As at September 30, 1995, the Company was committed to foreign exchange
        contracts for the forward purchase of approximately Japanese Yen 1
        billion and Singapore dollars 472,000 for U.S. dollars, at an average
        rate of Japanese Yen per 95.18 U.S. dollar and Singapore dollar 1.40
        per U.S. dollar, respectively.  Of these, contracts for Japanese Yen
        850 million are attributable to a hedge in connection with the
        Company's 50% portion of a Japanese Yen-denominated-long-term debt
        obligation held in Viking Consolidated Shipping Corp., a joint venture
        in which the Company has a 50% interest.  Foreign exchange gains and
        losses, if any, arising from these contracts are reflected as
        adjustments to the Company's equity in the results of Viking
        Consolidated Shipping Corp.  The remaining foreign exchange contracts
        are for the purpose of hedging accounts payable and accrued
        liabilities.

        The Company has guaranteed vessel loans of Viking Consolidated 
        Shipping Corp.  At September 30, 1995, the guaranteed portions of 
        these loans amounted to $17.8 million.

9.      OTHER INCOME
<TABLE>
<CAPTION>
                                                              THREE MONTHS                  SIX MONTHS
                                                           ENDED SEPTEMBER 30,         ENDED SEPTEMBER 30,
                                                           -------------------         -------------------
                                                          1995             1994       1995             1994
                                                           $                $           $                $
        -------------------------------------------------------------------------------------------------------
        <S>                                             <C>              <C>        <C>              <C>
        Gain on disposition of assets                   3,728            3,698      3,728             3,698
        Loss on marketable securities                    (180)            (653)      (110)           (2,719)
        Foreign currency exchange gain (loss)            (455)             (96)      (513)               39
        Equity in results of 50% owned company          1,278              315        704
        Miscellaneous - net                               (53)                         42
        -------------------------------------------------------------------------------------------------------

                                                        4,318            3,264      3,851             1,018
        =======================================================================================================
</TABLE>






                                       9
<PAGE>   10
                 TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                     (FORMERLY VIKING STAR SHIPPING INC.)
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

          (ALL TABULAR AMOUNTS STATED IN THOUSANDS OF U.S. DOLLARS)
        (INFORMATION AS AT SEPTEMBER 30, 1995, AND FOR THE THREE-MONTH
    AND SIX-MONTH PERIODS ENDED SEPTEMBER 30, 1995 AND 1994 IS UNAUDITED)


10.      SUBSEQUENT EVENTS

         Subsequent to September 30, 1995, the Company entered into an
         agreement for the sale of a vessel for $6.0 million.  This sale, if
         consummated will result in a net gain of approximately $5.4 million.

         Subsequent to September 30, 1995, the Company entered into an
         additional $250 million in interest rate swap agreements with three
         commercial banks.  These swap agreements have an average life of 3 
         years, expiring between October 1998 and December 1998, and effectively
         change the Company's interest rate exposure on $250 million of debt
         from a floating LIBOR rate to an average fixed rate of 5.85%.

         Subsequent to September 30, 1995, the Company entered into an
         agreement to acquire a 1987-built Aframax tanker, whereby the Company
         will time-charter the vessel for a period of one year and then
         purchase the vessel for $26.5 million.







                                       10
<PAGE>   11

                                                                  SCHEDULE A

                  TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES

                      (FORMERLY VIKING STAR SHIPPING INC.)

              CONDENSED STATEMENTS OF INCOME AND RETAINED EARNINGS
                         (IN THOUSANDS OF U.S. DOLLARS)


<TABLE>
<CAPTION>                                                                    
                                                        THREE MONTHS ENDED SEPTEMBER 30, 1995   
                                        ---------------------------------------------------------------------------
                                                                                                      TEEKAY     
                                           TEEKAY       GUARANTOR    NON-GUARANTOR                 SHIPPING CORP.
                                        SHIPPING CORP.  SUBSIDIARIES  SUBSIDIARIES  ELIMINATIONS  & SUBSIDIARIERIES
                                              $              $             $              $              $        
                                        --------------  ------------  ------------  ------------  -----------------
<S>                                         <C>            <C>          <C>          <C>              <C>       
Revenues                                                    7,400       133,922       (59,662)          81,660   
Operating Expenses                              226         4,876       117,697       (59,689)          63,110   
                                        ---------------------------------------------------------------------------
   Income from vessel operations               (226)        2,524        16,225            27           18,550   

Net interest expense                         (4,116)          (55)       (9,923)                       (14,094)  
Equity in net income of subsidiaries         13,068                                   (11,790)           1,278   
Other income                                     48           147         2,845                          3,040   
                                        ---------------------------------------------------------------------------
Net income (loss)                             8,774         2,616         9,147       (11,763)           8,774   
Retained earnings, beginning of the                                                                       
  period                                    407,804        16,737        50,774       (67,511)         407,804   
                                        ---------------------------------------------------------------------------

Exchange of redeemable preferred stock      (60,000)                                                   (60,000)  
Dividends paid                                                                                            
                                        ---------------------------------------------------------------------------
Retained earnings, end of the period        356,578        19,353        59,921       (79,274)         356,578   
                                        ===========================================================================
</TABLE>                                                                       

<TABLE>                                
<CAPTION>                              
                                                                THREE MONTHS ENDED SEPTEMBER 30, 1994
                                        ---------------------------------------------------------------------------
                                                                                                     TEEKAY
                                           TEEKAY       GUARANTOR     NON-GUARANTOR               SHIPPING CORP.
                                        SHIPPING CORP.  SUBSIDIARIES  SUBSIDIARIES  ELIMINATIONS  & SUBSIDIARIES
                                              $              $             $              $              $        
                                        --------------  ------------  ------------  ------------  -----------------
<S>                                       <C>             <C>            <C>         <C>              <C>
Revenues                                                   8,340         137,780      (62,501)         83,619
Operating Expenses                            397          6,202         127,212      (62,492)         71,319
                                        ---------------------------------------------------------------------------
   Income from vessel operations             (397)         2,138          10,568           (9)         12,300

Net interest expense                       (4,401)           130         (10,495)                     (14,766)
Equity in net income of subsidiaries        5,596                                      (5,281)            315
Other income                                                               2,949                        2,949
                                        ---------------------------------------------------------------------------
Net income (loss)                             798          2,268           3,022       (5,290)            798
Retained earnings, beginning of the    
  period                                  397,364         48,533          81,180     (129,713)        397,364
                                        ---------------------------------------------------------------------------

Exchange of redeemable preferred stock 
Dividends paid                         
                                        ---------------------------------------------------------------------------
Retained earnings, end of the period      398,162         50,801          84,202     (135,003)        398,162
                                        ===========================================================================
</TABLE>                               

<TABLE>                                
<CAPTION>                              
                                                                SIX MONTHS ENDED SEPTEMBER 30, 1995
                                        ---------------------------------------------------------------------------
                                                                                                     TEEKAY
                                           TEEKAY       GUARANTOR     NON-GUARANTOR               SHIPPING CORP.
                                        SHIPPING CORP.  SUBSIDIARIES  SUBSIDIARIES  ELIMINATIONS  & SUBSIDIARIES
                                              $              $             $              $              $        
                                        --------------  ------------  ------------  ------------  -----------------
<S>                                       <C>             <C>            <C>         <C>              <C>
Revenues                                                  14,592         267,993     (121,641)        160,944   
Operating Expenses                            697         10,435         238,309     (122,725)        126,716   
                                        ---------------------------------------------------------------------------
   Income from vessel operations             (697)         4,157          29,684        1,084          34,228   

Net interest expense                       (7,314)           (60)        (20,674)                     (28,048)  
Equity in net income of subsidiaries       16,879                                     (16,175)            704   
Other income                                1,163            147           1,837                        3,147   
                                        ---------------------------------------------------------------------------
Net income (loss)                          10,031          4,244          10,847      (15,091)         10,031   
Retained earnings, beginning of the                                                                     
  period                                  406,547         22,309          84,274     (106,583)        406,547   
                                        ---------------------------------------------------------------------------

Exchange of redeemable preferred stock    (60,000)                                                    (60,000)  
Dividends paid                                            (7,200)        (35,200)      42,400                
                                        ---------------------------------------------------------------------------
Retained earnings, end of the period      356,578         19,353          59,921      (79,274)        356,578   
                                        ===========================================================================
</TABLE>                                                                     













<TABLE>                                
<CAPTION>                              
                                                                SIX MONTHS ENDED SEPTEMBER 30, 1994
                                        ---------------------------------------------------------------------------
                                                                                                     TEEKAY
                                           TEEKAY       GUARANTOR     NON-GUARANTOR               SHIPPING CORP.
                                        SHIPPING CORP.  SUBSIDIARIES  SUBSIDIARIES  ELIMINATIONS  & SUBSIDIARIES
                                              $              $             $              $              $        
                                        --------------  ------------  ------------  ------------  -----------------
<S>                                       <C>             <C>            <C>         <C>              <C>
Revenues                                                  16,223         268,446     (121,898)        162,771
Operating Expenses                            801         12,442         246,121     (122,019)        137,345
                                        ---------------------------------------------------------------------------
   Income from vessel operations             (801)         3,781          22,325          121          25,426

Net interest expense                       (8,659)           285         (20,087)                     (28,461)
Equity in net income of subsidiaries        7,443                                      (7,443)
Other income                                                               1,018                        1,018
                                        ---------------------------------------------------------------------------
Net income (loss)                          (2,017)         4,066           3,256       (7,322)         (2,017)
Retained earnings, beginning of the    
  period                                  400,179         46,735          80,946     (127,681)        400,179
                                        ---------------------------------------------------------------------------

Exchange of redeemable preferred stock 
Dividends paid                         
                                        ---------------------------------------------------------------------------
Retained earnings, end of the period      398,162         50,801          84,202     (135,003)        398,162
                                        ===========================================================================
</TABLE>                               
_________________
(See Note 5)


                                      11


                                        

<PAGE>   12

                                                                   SCHEDULE A

                  TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES

                      (FORMERLY VIKING STAR SHIPPING INC.)

                            CONDENSED BALANCE SHEETS
                         (IN THOUSANDS OF U.S. DOLLARS)



<TABLE>
<CAPTION>
                                                                          AS AT SEPTEMBER 30, 1995               
                                                  -----------------------------------------------------------------------
                                                                                                              TEEKAY      
                                                    TEEKAY        GUARANTOR    NON-GUARANTOR               SHIPPING CORP.  
                                                  SHIPPING CORP. SUBSIDIARIES  SUBSIDIARIES  ELIMINATIONS  & SUBSIDIARIES 
                                                       $              $             $             $             $         
                                                  -------------  ------------  ------------- ------------  ---------------
<S>                                                   <C>           <C>         <C>            <C>          <C>          
   ASSETS                                                                                                                
Cash                                                      131         6,607        53,727                      60,465    
Restricted cash                                                                     3,623                       3,623    
Other current assets                                       82         1,165        84,979           (90)       86,136    
                                                  ------------------------------------------------------------------------
   Total current assets                                   213         7,772       142,329           (90)      150,224    
                                                                                                                         
Vessels and equipment (net)                                         144,439     1,057,545                   1,201,984    
Advances due from subsidiaries                        509,850                                  (509,850)                 
Other assets (principally                                                                                                
   investments in subsidiaries)                       231,281                       4,665      (222,238)       13,708    
                                                  ------------------------------------------------------------------------
                                                      741,344       152,211     1,204,539      (732,178)    1,365,916    
                                                  ========================================================================
   LIABILITIES & STOCKHOLDERS'                                                                                           
   EQUITY                                                                                                                
Current liabilities                                     3,096         1,099        80,597           (93)       84,699    
Long-term debt                                        151,200                     501,769                     652,969    
Capital lease obligation                                                           41,200                      41,200    
Due to parent                                                                     515,335      (515,335)                 
                                                  ------------------------------------------------------------------------
   Total liabilities                                  154,296         1,099     1,138,901      (515,428)      778,868    
                                                  ------------------------------------------------------------------------
Stockholders' Equity                                                                                                     
Capital stock                                         230,613             6         5,723        (5,729)      230,613    
Contributed capital                                                 131,753                    (131,753)                 
Retained earnings                                     356,578        19,353        59,921       (79,274)      356,578    
Less net unrealized loss on marketable 
   securities                                             143                                                     143    
                                                  ------------------------------------------------------------------------
   Total stockholders' equity                         587,048       151,112        65,644      (216,756)      587,048    
                                                  ------------------------------------------------------------------------
                                                      741,344       152,211     1,204,545      (732,184)    1,365,916    
                                                  ========================================================================
</TABLE>      

<TABLE>
<CAPTION>

                                                                          AS AT MARCH 31, 1995
                                                 ------------------------------------------------------------------------
                                                                                                              TEEKAY      
                                                     TEEKAY      GUARANTOR     NON-GUARANTOR               SHIPPING CORP. 
                                                  SHIPPING CORP. SUBSIDIARIES  SUBSIDIARIES  ELIMINATIONS  & SUBSIDIARIES 
                                                       $             $             $             $              $         
                                                  -------------- ------------  ------------- ------------  ---------------
<S>                                                   <C>           <C>         <C>            <C>          <C>          
   ASSETS                                                                                                                
Cash                                                       97         6,856         9,547                      16,500    
Restricted cash                                                                     7,634                       7,634    
Other current assets                                      180         1,287       118,685          (211)      119,941    
                                                  ------------------------------------------------------------------------
   Total current assets                                   277         8,143       135,866          (211)      144,075    

Vessels and equipment (net)                                         162,812       985,226                   1,148,038    
Advances due from subsidiaries                        354,330                                  (354,330)                 
Other assets (principally                                                                                                
   investments in subsidiaries)                       264,302                       4,935      (254,876)       14,361    
                                                  ------------------------------------------------------------------------
                                                      618,909       170,955     1,126,027      (609,417)    1,306,474    
                                                  ========================================================================
   LIABILITIES & STOCKHOLDERS'                                                                                           
   EQUITY                                                                                                                
Current liabilities                                     4,843         2,214        92,142          (186)       99,013    
Long-term debt                                        175,000                     593,395                     768,395    
Capital lease obligation                                                                                                 
Due to parent                                                                     358,223      (358,223)                 
                                                  ------------------------------------------------------------------------
   Total liabilities                                  179,843         2,214     1,043,760      (358,409)      867,408    
                                                  ------------------------------------------------------------------------
Stockholders' Equity                                                                                                     
Capital stock                                          33,001            11         5,922        (5,933)       33,001    
Contributed capital                                                 138,492                    (138,492)                 
Retained earnings                                     406,547        30,238        76,345      (106,583)      406,547    
Less net unrealized loss on marketable 
   securities                                             482                                                     482    
                                                  ------------------------------------------------------------------------
   Total stockholders' equity                         439,066       168,741        82,267      (251,008)      439,066    
                                                  ------------------------------------------------------------------------
                                                      618,909       170,955     1,126,027      (609,417)    1,306,474    
                                                  ========================================================================
</TABLE>
_________________
(See Note 5)


                                      12




<PAGE>   13

                                                                   SCHEDULE A

                  TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES

                     (FORMERLY VIKING STAR SHIPPING INC.)
                                  SCHEDULE A

                       CONDENSED STATEMENTS OF CASH FLOWS
                         (IN THOUSANDS OF U.S. DOLLARS)



<TABLE>
<CAPTION>
                                                  
                                                                           SIX MONTHS ENDED SEPTEMBER 30, 1995
                                                  ---------------------------------------------------------------------------------
                                                                                                                       TEEKAY 
                                                     TEEKAY          GUARANTOR     NON-GUARANTOR                    SHIPPING CORP
                                                  SHIPPING CORP.   SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS    & SUBSIDIARIES
                                                        $               $                $                $                $
                                                  ---------------  ------------    --------------   ------------    -------------- 
<S>                                               <C>              <C>             <C>              <C>             <C>
Cash provided by (used for)                                                                                                  
OPERATING ACTIVITIES                                                                                                         
                                                  ---------------------------------------------------------------------------------
   Net cash flow from operating activities           (8,625)           7,658            42,855                          41,888
                                                  ---------------------------------------------------------------------------------
FINANCING ACTIVITIES                                                                                                 
Proceeds from long-term debt                                                           223,000                         223,000
Repayments of long-term debt                        (22,580)                          (330,201)                       (352,781)
Repayments of capital lease obligations                                                   (640)                           (640)
Net proceeds from stock issuance                    137,613                                                            137,613
Other                                              (155,520)          (7,200)          165,865                           3,145
Financing activities of discontinued                                                                                 
  operations                                                                                                         
                                                  ---------------------------------------------------------------------------------
   Net cash flow from financing activities          (40,487)          (7,200)           58,024                          10,337
                                                  ---------------------------------------------------------------------------------

INVESTING ACTIVITIES                                                                                                 
Expenditures for vessels and equipment                                  (168)          (51,552)                        (51,720)
Proceeds from disposition of assets                                                     22,794                          22,794
Other                                                49,146              431           (28,911)                         20,666
Investing activities of discontinued operations                                                                         
                                                  ---------------------------------------------------------------------------------
   Net cash flow from investing activities           49,146              263           (57,669)                         (8,260)
                                                  ---------------------------------------------------------------------------------
Increase (decrease) in cash                              34              721            43,210                          43,965
Cash (deficiency), beginning of the period               97            5,886            16,500                          16,500
                                                  ---------------------------------------------------------------------------------
Cash (deficiency), end of the period                    131            6,607            59,710                          60,465
                                                  =================================================================================
</TABLE>


<TABLE>
<CAPTION>

                                                                           SIX MONTHS ENDED SEPTEMBER 30, 1994
                                                  ---------------------------------------------------------------------------------
                                                                                                                       TEEKAY 
                                                     TEEKAY          GUARANTOR     NON-GUARANTOR                    SHIPPING CORP
                                                  SHIPPING CORP.   SUBSIDIARIES    SUBSIDIARIES     ELIMINATIONS    & SUBSIDIARIES
                                                        $               $                $                $                $
                                                  ---------------  ------------    --------------   ------------    --------------- 
<S>                                               <C>              <C>             <C>              <C>             <C>
Cash provided by (used for)                     
OPERATING ACTIVITIES                            
                                                  ---------------------------------------------------------------------------------
   Net cash flow from operating activities            (8,961)           9,095           51,104                          51,238
                                                  ---------------------------------------------------------------------------------
FINANCING ACTIVITIES                            
Proceeds from long-term debt                    
Repayments of long-term debt                                                           (50,680)                        (50,680)
Repayments of capital lease obligations         
Net proceeds from stock issuance                
Other                                                  8,878                           (10,310)                         (1,432)
Financing activities of discontinued            
  operations                                    
                                                  ---------------------------------------------------------------------------------
   Net cash flow from financing activities             8,878                0          (60,990)                        (52,112)
                                                  ---------------------------------------------------------------------------------

INVESTING ACTIVITIES                            
Expenditures for vessels and equipment                                   (472)         (10,922)                        (11,394)
Proceeds from disposition of assets                                                      4,220                           4,220
Other                                                   (462)              62           (2,073)                         (2,473)
Investing activities of discontinued operations                                    
                                                  ---------------------------------------------------------------------------------
   Net cash flow from investing activities              (462)            (410)          (8,775)                         (9,647)
                                                  ---------------------------------------------------------------------------------
Increase (decrease) in cash                             (545)           8,685          (18,661)                        (10,521)
Cash (deficiency), beginning of the period              (242)          13,736           25,120                          38,614
                                                  ---------------------------------------------------------------------------------
Cash (deficiency), end of the period                    (787)          22,421            6,459                          28,093
                                                  =================================================================================
</TABLE>

_________________
(See Note 5)





                                        13


<PAGE>   14

                  TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                      (FORMERLY VIKING STAR SHIPPING INC.)
                               SEPTEMBER 30, 1995
                         PART I - FINANCIAL INFORMATION

ITEM 2 -    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
            AND RESULTS OF OPERATIONS 

RESULTS OF OPERATIONS

GENERAL

Teekay Shipping Corporation (the "Company") is a leading provider of
international crude oil and petroleum product transportation services through
its fleet of 41 predominantly Aframax tankers (including two vessels 50% owned
through a joint venture).  The charter rates that the Company is able to obtain
for these services are determined in a competitive global tanker charter
market.  Historically, the tanker industry has been cyclical, experiencing
volatility in profitability and asset values resulting from changes in the
supply of and demand for vessel capacity.  The Company's future operating
results will be subject to the cyclical nature of the tanker industry.

The Company operates its tankers in markets that have historically exhibited
seasonal variations in demand and, therefore, charter rates.  Tanker markets are
typically stronger in the winter months as a result of increased oil
consumption in the northern hemisphere.  In addition, unpredictable weather
patterns in the winter months tend to disrupt vessel scheduling.  The oil price
volatility resulting from these factors has also historically led to increased
oil trading activities.  As a result, revenues have usually been stronger for
the Company in its third and fourth fiscal quarters.

THREE MONTHS ENDED SEPTEMBER 30, 1995 VERSUS THREE MONTHS ENDED SEPTEMBER 30,
1994

Operating results for the second quarter of fiscal 1996 reflected the 
improvement in average time charter equivalent ("TCE") rates experienced by the
Company's fleet during the past 12 months. Despite a 9.3% decrease in the
average size of the Company's fleet of 100%-owned vessels from 43 in the second
quarter of fiscal 1995 to 39 in the second quarter of fiscal 1996, voyage 
revenues decreased by only 2.3% to $81.7 million from $83.6 million. Net 
voyage revenue was down only 0.7%, to $60.0 million in the second quarter of 
fiscal 1996 from $60.4 million in the second quarter of fiscal 1995.  This      
reflects an improvement in TCE rates, as well as the increased capacity and
fuel efficiency associated with the Company's newer fleet. The Company expects
to complete the sale of its last mid-1970s built tanker during the third
quarter of fiscal 1996.  The disposal of these older and less efficient vessels
over the past two years has reduced the Company's fleet size and therefore
reduced operating expenses, but has not reduced net voyage revenues to the same
degree.







                                       14
<PAGE>   15


Vessel operating expenses decreased 13.8% to $16.8 million in the second
quarter of fiscal 1996 from $19.5 million in the second quarter of fiscal 1995.
This is a function of the reduced fleet size, as well as the result of a stable
operating cost environment.

Depreciation and amortization decreased 18.0% to $20.1 million in the second
quarter of fiscal 1996 from $24.5 million in the second quarter of fiscal 1995,
again a function of the reduction in fleet size, and as a result of a revision
to estimates of residual values of the Company's vessels.  This change in
estimate had the effect of reducing depreciation expense by approximately $2.8
million in the second quarter of fiscal 1996.  Depreciation and amortization
expense included amortization of drydocking costs of $2.0 million in the
second quarter of fiscal 1996 and $2.7 million in the second quarter of fiscal
1995.

General and administrative expenses increased 10.1% to $4.5 million in the
second quarter of fiscal 1996 from $4.1 million in the second quarter of fiscal
1995, primarily as a result of costs associated with the acquisition of Teekay
Shipping Limited in March, 1995.

The combination of improved TCE rates, a more modern and efficient fleet,
and stable costs, resulted in a 51.2% increase in income from vessel operations
to $18.6 million in the second quarter of fiscal 1996 from $12.3 million in the
second quarter of fiscal 1995.

A reduction in debt levels caused interest expense to decrease 2.7% to $15.7
million in the second quarter of fiscal 1996 from $16.2 million in the second
quarter of fiscal 1995.  As of September 30, 1995, the Company had a total of
$755.8 million in debt and capital lease obligations, down from $894.8 million
a year earlier.  Interest income was $1.6 million in the second quarter of
fiscal 1996, up from $1.4 million in the second quarter of fiscal 1995 as a
result of higher cash and marketable securities balances.

Other income totalled $4.3 million in the second quarter of fiscal 1996,
including a $3.7 million gain on the sale of a vessel.  Other income in the
second quarter of fiscal 1995 totalled $3.3 million, and also included a $3.7
million gain on the sale of a vessel.  Both of these vessels were mid-1970s
built Aframax tankers which are nearing the end of their useful lives.

SIX MONTHS ENDED SEPTEMBER 30, 1995 VERSUS SIX MONTHS ENDED SEPTEMBER 30, 1994

Despite a 9.3% decrease in average size of the Company's fleet of 100%-owned
vessels from 43 to 39, voyage revenues decreased by only 1.1% to $160.9
million in the first half of fiscal 1996 from $162.8 million in the first half
of fiscal 1995, and net voyage revenue was down 2.3%, to $117.5 million from
$120.3 million.  This reflects an improvement in tanker charter market
conditions, as well as the increased capacity and fuel efficiency associated
with a more modern fleet.

Vessel operating expenses decreased 12.9% to $33.5 million in the first half of
fiscal 1996 from $38.4 million in the first half of fiscal 1995, a result of
the decline in fleet size as well as the result of a stable operating cost
environment.

Depreciation and amortization decreased 15.1% to $41.0 million in the first
half of fiscal 1996 from $48.2 million in the first half of fiscal 1995, due to
the decline in fleet size and a revision to estimates of residual values of the
Company's vessels.  This change in estimate had the effect of reducing
depreciation expense by approximately $4.8 million in the first half of fiscal
1996.  Depreciation and amortization expense included amortization of
drydocking costs of $4.2 million in the first half of fiscal 1996 and $5.0
million in the first half of fiscal 1995.

General and administrative expenses increased 8.2% to $8.8 million in the first
half of fiscal 1996 from $8.1 million in the first half of fiscal 1995 primarly
as a result of the acquisition of Teekay Shipping Limited in March, 1995.







                                       15
<PAGE>   16
As a result of the above, income from vessel operations increased 34.6% to
$34.2 million in the first half of fiscal 1996 from $25.4 million in the first
half of fiscal 1995.

Interest expense remained virtually unchanged at $31.2 million in the first
half of fiscal 1996, compared to $31.4 million in the first half of fiscal
1995. A continued decline in the Company's total debt and a reduction in the
Company's average credit spread on commercial bank borrowings were offset by
the increase in short-term interest rates during 1994.  Changes in market
interest rates have had a delayed effect on interest expense, as rates on the
Company's floating rate debt are set in advance, for three to six month periods.
Interest income increased 9.6% to $3.2 million in the first half of fiscal 1996
from $2.9 million in the first half of fiscal 1995 as a result of higher cash
and marketable securities balances.

Other income during the first half of fiscal 1996 was $3.9 million, consisting
primarily of a $3.7 million gain on sale of a vessel.  Other income during the
first half of fiscal 1995 was $1.0 million, consisting primarily of a $3.7
million gain on the sale of a vessel, offset by a $2.7 million loss on
marketable securities.

The following table illustrates the relationship between fleet size (measured
in ship-days), time charter equivalent ("TCE") per revenue-generating ship-day
performance, and operating results per calendar ship-day:

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED               SIX MONTHS ENDED
                                             SEPT 30/95    SEPT 30/94        SEPT 30/95    SEPT 30/94
         ----------------------------------------------------------------------------------------------
         <S>                                  <C>           <C>              <C>           <C>
         Total Calendar ship-days               3,603         3,955             7,080         7,868
         Non-revenue days                         188           217               345           459
         ----------------------------------------------------------------------------------------------
         Revenue-generating ship-days (A)       3,415         3,738             6,735         7,409
         ----------------------------------------------------------------------------------------------
         Net voyage revenue                   $ 60.0m       $ 60.4m          $ 117.5m      $ 120.3m
         Add back: commissions                   1.4m          1.3m              2.6m          2.5m
         ----------------------------------------------------------------------------------------------
         Net voyage revenue before
           commissions (B)                    $ 61.4m       $ 61.7m          $ 120.1m      $ 122.8m
         ----------------------------------------------------------------------------------------------
         TCE per revenue-generating
           ship-day (B/A)                    $ 17,979      $ 16,518          $ 17,828      $ 16,575
         ----------------------------------------------------------------------------------------------
         Operating results per calendar ship-day:
                 Net voyage revenue          $ 16,653      $ 15,284          $ 16,596      $ 15,284
                 Vessel operating expense       4,671         4,939             4,731         4,886
                 General and Administrative
                   expense                      1,262         1,044             1,245         1,035
                 Drydocking expense               570           689               590           631

         ----------------------------------------------------------------------------------------------

         Operating cash flow per
           calendar ship-day                 $ 10,150       $ 8,612          $ 10,030       $ 8,732
         ==============================================================================================
</TABLE>



The decrease in calendar ship-days in the second quarter and first half of
fiscal 1996, is a result of the disposal of older Aframax tankers as part 
of the Company's ongoing fleet modernization program.

TCE per revenue-generating ship-day increased 8.8% in the second quarter and
7.6% in the first half of fiscal 1996 over the comparable prior periods,
reflecting the improvement in charter market conditions as well as the
increased capacity and fuel efficiency of a more modern fleet.





                                       16
<PAGE>   17

Total expenses, including drydocking and general and administrative expenses,
were relatively constant on a per-day basis throughout the periods shown above.
Therefore, the increases in TCE per revenue-generating ship-day caused
operating cash flow per calendar ship-day to increase by 17.9% in the second
quarter and 14.9% in the first half of fiscal 1996.

LIQUIDITY AND CAPITAL RESOURCES

The liquidity requirements of the Company relate to servicing its debt, funding
the equity portion of investments in vessels, funding working capital and
maintaining cash reserves against fluctuations in operating cash flow.  Net
cash flow generated by operations has historically been the main source of
liquidity for the Company.  Additional sources of liquidity have included
proceeds from asset sales and refinancings.

During the current fiscal year, the Company has undertaken further steps to
improve its financial position and liquidity.  During the first quarter,
the Company refinanced certain of its existing term debt as well as 
$23.8 million of First Preferred Ship Mortgage Notes with a new $223 million 
corporate revolving credit facility at improved rates and credit terms. 
The revolving credit facility also provided an additional $20 million of 
liquidity to the Company.  In July 1995,  the Company received $137.6 million 
net proceeds from its initial public offering of common stock, thereby further 
boosting liquidity and reducing debt through a $135 million reduction in the 
amount outstanding under the revolving credit facility.

Net cash flow from operations decreased to $41.9 million in the first half of
fiscal 1996 from $51.2 million during the first half of fiscal 1995.  The
decrease was mainly caused by an increase in non-cash working capital balances,
partially offset by higher income from operations.

One vessel was sold during the second quarter of fiscal 1996, resulting in net
proceeds of $5.6 million.  In addition, the Company received $17.3 million in 
the first quarter of fiscal 1996 as a result of a vessel sale and the receipt 
of proceeds from vessel sales receivable at the end of fiscal 1995.  
Subsequent to September 30, 1995, the Company entered into an agreement for the
sale of a vessel for $6.0 million.  This sale, if consummated, will result in 
a net gain of approximately $5.4 million.

The Company took delivery of two modern second-hand Aframax tankers and one
newbuilding during the first half of fiscal 1996, as replacements for older
tankers recently sold, resulting in expenditures of $46.9 million net of
capital lease financing of $44.6 million. Subsequent to September 30, 1995, the
Company entered into an agreement to acquire a 1987-built Aframax tanker,
whereby the Company will time-charter the vessel for a period of one year and
then purchase the vessel for $26.5 million. The Company intends to finance this
purchase by using existing cash balances or credit lines.

The Company has outstanding a number of interest rate swap agreements with
commercial banks covering a total notional principal amount of $175 million as
at September 30, 1995.  The agreements expire between October 1995 and April
1996 and have an average remaining life of 4.5 months.  These agreements
effectively change the Company's interest rate exposure on $175 million of debt
from a floating LIBOR rate to an average fixed rate of 5.68%.  Subsequent to 
September 30, 1995, the Company entered into an additional $250 million in 
interest rate swap agreements with three commercial banks.  These new swap
agreements have an average life of 3 years, expiring between October 1998 and 
December 1998, and effectively change the Company's interest rate exposure on
$250 million of debt from a floating LIBOR rate to an average fixed rate of
5.85%.  The Company also has outstanding $200 million of interest rate caps 
with a strike price of 8.00% vs. 3 month LIBOR.  These caps expire in 
April 1997.

During the first half of fiscal 1996, the Company's total liquidity, including
cash, marketable securities and undrawn lines of credit, increased from $85.7
million as of March 31, 1995 to $244.3 million as of September 30, 1995.










                                       17
<PAGE>   18

                      TEEKAY SHIPPING CORPORATION AND SUBSIDIARIES
                          (FORMERLY VIKING STAR SHIPPING INC.)
                                   SEPTEMBER 30, 1995

                             PART II:  OTHER INFORMATION

Item 1 - Legal Proceedings

Item 2 - Changes in Securities

Item 3 - Defaults Upon Senior Securities

Item 4 - Submission of Matters to a Vote of Security Holders

Item 5 - Other Information

Item 6 - Exhibits and Reports on Form 6-K

         a.      Exhibits

                 27.1 Financial Data Schedule

         b.      Reports on Form 6-K








THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE
REGISTRATION STATEMENT OF THE COMPANY ON FORM F-3 FILED WITH THE COMMISSION ON
OCTOBER 4, 1995.





                                       18
<PAGE>   19

                                   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.


                                  TEEKAY SHIPPING CORPORATION



Date:  November 9, 1995           By: /s/ Anthony Gurnee                  
       -------------------            ------------------------------------------
                                      Anthony Gurnee,
                                      Vice-President and Chief Financial Officer






                                       19
                                                                  

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM TEEKAY
SHIPPING CORPORATION AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-START>                             APR-01-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                          60,465
<SECURITIES>                                    48,802
<RECEIVABLES>                                   20,948
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               150,224
<PP&E>                                       1,546,220
<DEPRECIATION>                                 344,236
<TOTAL-ASSETS>                               1,365,916
<CURRENT-LIABILITIES>                           84,699
<BONDS>                                        694,169
<COMMON>                                       230,613
                                0
                                          0
<OTHER-SE>                                     356,435
<TOTAL-LIABILITY-AND-EQUITY>                 1,365,916
<SALES>                                              0
<TOTAL-REVENUES>                               160,944
<CGS>                                                0
<TOTAL-COSTS>                                   43,452
<OTHER-EXPENSES>                                83,264
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              31,230
<INCOME-PRETAX>                                 10,031
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                             10,031
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    10,031
<EPS-PRIMARY>                                     0.46
<EPS-DILUTED>                                     0.46
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission