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SEC FILE NUMBER 0-22704
CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
(Check 0ne):
/ / Form 10-K / X / Form 2O-F / / Form 11-K
/ / Form 1O-Q / / Form N-SAR
For Period Ended: December 31, 1998
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended: ______________________
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Read Instruction (on back page) Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
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________________________________________________________________
PART I - REGISTRANT INFORMATION
Frontline Ltd.
Full Name of Registrant
London & Overseas Freighters Limited
Former Name if Applicable
P.O. Box HM 1593, Mercury House, 101 Front Street
Address of Principal Executive Office (Street and Number)
Hamilton HM GX, Bermuda
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expense and the registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate)
/ / (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort or expense;
/ X / (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or
Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the
prescribed due date; or the subject quarterly
report of transition report on Form 10-Q, or
portion thereof will be filed on or before the
fifth calendar day following the prescribed due
date; and
/ / (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if
applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K,
20-F, 11-K, 10-Q, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period.
(Attach Extra Sheets if Needed)
The Company's auditors are in the process of completing their
review of the Company's financing documents in connection with
their audit of the Company's financial statements for the fisal
year ended December 31, 1998.
Potential persons who are to respond to the collection of
information contained in this form are not required to respond
unless the form displays a currently valid OMB control number.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification
Kate Blankenship (441) 295-6935
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30
of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no,
identify report(s).
/ X / YES / / NO
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
/ X / YES / / NO
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state
the reasons why a reasonable estimate of the results cannot
be made.
See Attached Exhibits I and II
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Frontline Ltd.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date June 30, 1999 By: /s/ Kate Blankenship
Name: Kate Blankenship
Titel: Secretary
INSTRUCTION: The form may be signed by an executive officer of
the registrant or by any other duly authorized representative.
The name and title of the person signing the form shall be typed
or printed beneath the signature. If the statement is signed
on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant
shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of
the General Rules and Regulations under the Securities
Exchange Act of 1934.
2. One signed original and four conformed copies of this form
and amendments thereto must be completed and filed with the
Securities and Exchange Commission, Washington, D.C. 20549,
in accordance with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained in or
filed with the form will be made a matter of public record
in the Commission files.
3. A manually signed copy of the form and amendments thereto
shall be filed with each national securities exchange on
which any class of securities of the registrant is
registered.
4. Amendments to the notifications must also be filed on form
12b-25 but need not restate information that has been
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correctly furnished. The form shall be clearly identified as
an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic
filers unable to timely file a report solely due to
electronic difficulties. Filers unable to submit a report
within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule
202 of Regulation S-T (Section 232.201 or Section 232.202 of
this chapter) or apply for an adjustment in filing date
pursuant to Rule 13(b) of Regulation S-T (Section 232.13(b)
of this chapter).
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<PAGE> Exhibit I
FRONTLINE LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 1998, 1997 AND 1996
(in thousands of $, except per share data)
NOTES 1998 1997 1996
OPERATING REVENUES
Freight revenues 270,405 259,695 178,179
Voyage expenses (66,545) (62,498) (67,708)
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NET OPERATING REVENUES 203,860 197,197 110,471
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(LOSS) GAIN ON SALE OF VESSELS (1,514) - 6,188
OPERATING EXPENSES
Ship operating expenses 55,586 48,076 34,926
Charterhire expenses 14,889 25,734 34,670
Administrative expenses 7,757 11,190 8,184
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TOTAL OPERATING EXPENSES 78,232 85,000 77,780
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NET OPERATING INCOME BEFORE
DEPRECIATION 124,114 112,197 38,879
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DEPRECIATION 51,659 56,721 33,752
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NET OPERATING INCOME AFTER
DEPRECIATION 72,455 55,476 5,127
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OTHER INCOME (EXPENSES)
Interest income 2,998 3,126 3,314
Interest expense (59,320) (45,945) (26,207)
Dividends 5,324 - -
Results from associated
companies 2,807 4,598 3,471
Other financial items 2,765 183 329
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NET OTHER EXPENSES (45,426) (38,038) (19,093)
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NET INCOME (LOSS) BEFORE
INCOME TAXES 27,029 17,438 (13,966)
Income taxes 5 30 43 15
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NET INCOME (LOSS) 26,999 17,395 (13,981)
=============================================================================
Earnings per share
Basic and diluted 6 $ 0.59 $ 0.48 $ (0.92)
=============================================================================
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<PAGE> Exhibit I
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 1998, COMPARED WITH THE YEAR ENDED
DECEMBER 31, 1997
Total net operating revenues increased by 3 per cent in 1998 from
$197.2 million to $203.9 million. This increase reflects the
increase in the size of the fleet, offset by lower trading
results in all sectors in which the Company operates, due
presently to the state of the tanker market. The average daily
TCEs earned by the VLCCs, Suezmax tankers, and Suezmax OBO
carriers were $31,800, $22,400 and $21,800 compared with $32,700,
$24,800 and $25,500 for 1997. The total days technical offhire,
including drydockings, were 135 compared with 122 in 1997.
In 1998, the Company sold two VLCCs and one woodchip carrier,
thereby recording a net loss on the sales of $1.5 million.
For 1998, earnings before interest, tax, depreciation and
amortization, including earnings from associated companies were
$126.9 million, compared with $116.8 million for the comparable
period. This result reflects the contribution of the expanded
fleet and reduced administrative expenses, offset by lower
trading results in all sectors in which the Company operates and
a loss on the sale of the two VLCCs to German KGs.
Average daily operating costs, including provisions for
drydockings, decreased for the Suezmax and Suezmax OBO fleets in
1998 as the benefits of a new ship management and cost reduction
program were realized. The average daily operating costs of the
VLCCs, Suezmax tankers, and OBOs, including dry-docking and
insurance costs, were $7,600, $6,400 and $6,700 in 1998 compared
with $6,700, $7,500 and $7,000 for 1997. The increase in the
average daily operating costs of the VLCCs reflects expenditure
on structural maintenance for two of the older vessels.
Administrative expenses decreased by 31 per cent, primarily due
to a non-recurring charge for re-domiciling costs in 1997. In
1998, the Company has undertaken a further cost reduction program
and aims to reduce operating costs by an additional $500 to $750
per vessel per day.
Depreciation decreased by nine per cent in 1998 due to the change
in the depreciation schedule for the fleet from 20 to 25 years in
the fourth quarter of 1997.
Net other expenses for 1998 were $48.2 million (1997 - $42.6
million). This increase reflects the increased average level of
debt associated with the fleet expansion, offset by a dividend
received from ICB in the second quarter of 1998.
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<PAGE> Exhibit II
[Letterhead of PricewaterhouseCoopers]
June 30, 1999
Frontline Ltd.
Mercury House
101 Front Street
Hamilton, Bermuda HM GX
Bermuda
Re: Form 20-F for year ended December 31, 1998
Dear Sirs,
This confirms that we have not yet issued our report on your
financial statements as of and for the year ended December 31,
1998, as we are currently completing our audit of those financial
statements.
We consent to your providing a copy of this letter to the U.S.
Securities and Exchange Commission as an exhibit to your Form
12b-25 with respect to your Report on Form 20-F for the year
ended December 31, 1998.
Very truly yours,
PricewaterhouseCoopers DA
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02089009.AA2
