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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 333-26227
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GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 13-3927016
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
c/o Frontline Ltd., Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, Bermuda
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(Address of principal executive offices)
(441) 295-6935
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(Registrant's telephone number, including area code)
Title of each class Name of each exchange
on which registered
None Not applicable
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Securities registered or to be registered pursuant to section 12(g) of the
Act.
None
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(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
[X]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days. None
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date. 2 shares of
Common Stock, no par value
DOCUMENTS INCORPORATED BY REFERENCE: None
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
FORM 10-K
TABLE OF CONTENTS
PAGE
PART I
Item 1. Business...................................................1
Item 2. Properties.................................................1
Item 3. Legal Proceedings..........................................1
Item 4. Submission of Matters to a Vote of Security Holders........2
PART II
Item 5. Market for Registrant's Common Equity and Related
Stockholder Matters........................................2
Item 6. Selected Financial Data....................................2
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................2
Item 7(a)
Quantitative and Qualitative disclosures about Market
Risk.......................................................2
Item 8. Financial Statements and Supplementary Data................3
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure........................9
PART III
Item 10. Directors and Executive Officers of the Registrant........ 9
Item 11. Executive Compensation....................................10
Item 12. Security Ownership of Certain Beneficial Owners and
Management................................................10
Item 13. Certain Relationships and Related Transactions............10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K..................................................11
PART I
ITEM 1. BUSINESS
Golden State Petroleum Transport Corporation (the "Company") was
incorporated under the laws of the State of Delaware on December 5, 1996.
The Company is a special purpose corporation that has been organized solely
for the purpose of issuing certain mortgage notes as agent for two
affiliated entities, Golden State Petro (IOM I-A) PLC and Golden State
Petro (IOM I-B) PLC (together, the "Owners"). The mortgage notes were
issued on December 24, 1996 and January 6, 1997 and proceeds therefrom were
used by the Owners to finance the construction and acquisition of two very
large crude carriers ("VLCCs" or the "Vessels") for charter to an
unaffiliated third party (the "Initial Charterer"). The mortgage notes are
not obligations of, and are not guaranteed by, the Company. VLCCs are very
large seagoing tanker vessels that transport oil.
Golden State Holdings I, Limited ("GSH"), an Isle of Man company, is the
owner of all of the issued and outstanding shares of the Company and the
Owners. On May 12, 1998, all of the issued and outstanding shares of GSH
(as well as all of the issued and outstanding shares of certain other
companies) were sold by Cambridge Petroleum Transport Corporation, a Cayman
Islands company ("CPTC") to Independent Tankers Corporation, a Cayman
Islands company ("ITC"). On the same date, all of the issued and
outstanding shares of ITC were sold to Frontline Ltd. ("Frontline"), a
publicly listed Bermuda company.
Pursuant to a share purchase agreement dated December 23, 1998, as amended
on March 4, 1999, (the "Share Purchase Agreement"), Frontline has sold,
effective as of July 1, 1998, all of the issued and outstanding shares of
ITC to Hemen Holding Limited, a Cyprus company ("Hemen"). Hemen is the
principal shareholder of Frontline and is indirectly controlled by Mr. John
Fredriksen. Hemen paid Frontline the same consideration as Frontline paid
the Initial Sellers for all of the issued and outstanding shares of ITC.
Hemen has given Frontline a 5-year call option to buy back the shares of
ITC, and as security for its obligations pursuant to the option agreement,
Hemen has pledged the shares to Frontline. Frontline and Hemen have no
agreement in respect of the directors of ITC and it is expected that the
present directors will remain in their current positions.
In connection with the sale of the stock of GSH, Frontline or its designee
assumed management responsibilities for the Owners and the Company.
Charters
Since the date of its delivery, each of the Vessels (see Item 2.
"Properties") has been chartered to the Initial Charterer pursuant to a
charter dated as of December 24, 1996 which expires on the 18th anniversary
of the delivery date of the related Vessel. The Initial Charterer has the
right to terminate either charter on any five optional termination dates
which, for each Vessel, begins on the 8th anniversary of the delivery date
and occurs again on each of the four subsequent two-year anniversaries
thereof.
ITEM 2. PROPERTIES
The Company has no properties. On December 7, 1998, Golden State Petro (IOM
I-A) PLC took delivery of a VLCC, the Frank A. Shrontz and on March 15,
1999, Golden State Petro (IOM I-B) PLC took delivery of a VLCC, the J.
Bennett Johnson. Both of the Vessels acquired by the Owners are double-hull
tankers, each of approximately 308,500 deadweight tonnes. The tanker
industry describes vessels by deadweight tonnes. A deadweight tonne is a
metric ton that is equivalent to 1,000 kilograms and refers to the maximum
weight of cargo and supplies that a tanker can carry.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings and no
such proceedings are known to be contemplated.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Inapplicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
(a) There is no established trading market for the Common Stock of the
Registrant.
(b) As of March 25, 2002 with respect to the Common Stock there was one
(1) holder of record of the Registrant's Common Stock.
ITEM 6. SELECTED FINANCIAL DATA
Inapplicable.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The Company is a special purpose corporation that has been organized solely
for the purpose of issuing certain mortgage notes as agent for the Owners.
In the period ended December 31, 1996, the Company earned $5,000 as
aggregate compensation for services as agent in the issuance of the
mortgage notes and, correspondingly, paid equivalent transaction fees to
its then ultimate parent, Cambridge Petroleum Transport Corporation. Since
that date the Company has had no activity.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Inapplicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Report of Independent Certified Public Accountants 4
Balance Sheets as of December 31, 2001 and 2000 5
Statements of Operations and Retained Earnings for 6
the Years Ended December 31, 2001, 2000 and 1999
Statements of Cash Flows for the Years Ended 7
December 31, 2001, 2000 and 1999
Notes to Financial Statements 8
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
TO THE BOARD OF DIRECTORS
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
We have audited the accompanying balance sheets of Golden State Petroleum
Transport Corporation, a wholly-owned subsidiary of Golden State Holdings
I, Limited, as of December 31, 2001 and 2000 and the related statements of
operations and retained earnings, and cash flows for the years ended
December 31, 2001, 2000 and 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Golden State Petroleum
Transport Corporation at December 31, 2001 and 2000, and the results of its
operations and its cash flows for the years ended December 31, 2001, 2000
and 1999 in conformity with accounting principles generally accepted in the
United States of America.
Grant Thornton LLP
New York, New York
March 25, 2002
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
BALANCE SHEETS AS OF DECEMBER 31, 2001 AND 2000
2001 2000
ASSETS
Cash $ 2 $ 2
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TOTAL ASSETS $ 2 $ 2
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LIABILITIES AND STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY
Common stock, no par value; 100 shares authorized;
2 shares issued and outstanding 2 2
Retained earnings - -
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TOTAL STOCKHOLDERS' EQUITY 2 2
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2 $ 2
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See accompanying Notes to Financial Statements
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
for the years ended December 31, 2001, 2000 and 1999
2001 2000 1999
REVENUE
Agency fees $ - $ - $ -
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EXPENSES
Transaction expenses - - -
------- ------- -------
NET INCOME $ - $ - $ -
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Retained earnings, beginning of year - - -
------- ------- -------
Retained earnings, end of year $ - $ - $ -
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See accompanying Notes to Financial Statements
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
STATEMENTS OF CASH FLOWS
for the years ended December 31, 2001, 2000 and 1999
2001 2000 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ - $ - $ -
Changes in assets and liabilities
Decrease (increase) in accounts
receivable - - -
(Decrease) increase in accounts
payable - - -
------- ------- -------
Net cash provided by operating
activities - - -
------- ------- -------
Cash flows from financing activities
Capital contribution - - -
------- ------- -------
Net cash provided by financing
activities - - -
------- ------- -------
Cash at beginning of year 2 2 2
------- ------- -------
Cash at end of year $ 2 $ 2 $ 2
======= ======= =======
See accompanying Notes to Financial Statements
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
(A wholly-owned subsidiary of Golden State Holdings I, Limited)
NOTES TO FINANCIAL STATEMENTS
1. THE COMPANY
Golden State Petroleum Transport Corporation (the "Company") was
incorporated under the laws of the State of Delaware on December 5,
1996. The Company is a special purpose corporation that has been
organized solely for the purpose of issuing certain mortgage notes as
agent for two affiliated entities, Golden State Petro (IOM I-A) PLC
and Golden State Petro (IOM I-B) PLC (collectively, the "Owners"). The
mortgage notes were issued on December 24, 1996 and January 6, 1997
and proceeds therefrom were used by the Owners to finance the
construction and acquisition of two very large crude carriers for
charter to an unaffiliated third party. The mortgage notes are not
obligations of, and are not guaranteed by, the Company.
The Company is a wholly-owned subsidiary of Golden State Holdings I,
Limited, an Isle of Man holding company, which is a wholly-owned
subsidiary of Independent Tankers Corporation ("ITC").
Basis of Presentation
The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of
America.
Accounting Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions in determining the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities on
the dates of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results
could differ from those estimates.
2. RELATED PARTY TRANSACTIONS
On May 12, 1998, beneficial ownership of Golden State Holdings I,
Limited was acquired by Frontline Ltd. through the special purpose
entity ITC. Frontline Ltd. subsequently sold its investment in ITC to
Hemen Holding Limited, with effect from July 1, 1998. Hemen Holding
Limited is the majority shareholder in Frontline Ltd.
3. ADOPTION OF NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivatives and Hedging Activities" ("SFAS 133"). SFAS 133 as amended
by FAS 138, establishes accounting and reporting standards for
derivative instruments and hedging activities. It requires an entity
to recognise all derivatives as either assets or liabilities on the
balance sheet and measure those instruments at fair value. Changes in
the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge transaction and, if it is,
the type of hedge transaction. The Company was required to adopt SFAS
133 in the first quarter of fiscal year 2001. Adoption of SFAS 133 had
no material effect on the Company's operations or financial position.
4. CAPITALIZATION
The Company's capitalization is nominal and it has no source of income
and has no direct employees.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Inapplicable.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company does not have operations nor does it have any employees
involved in management. The following table sets forth the name, age and
principal position with the Company of each of its executive directors.
NAME AGE POSITION WITH THE COMPANY
Tor Olav Tr0im 39 Director and President
Kate Blankenship 37 Director, Secretary, Chief Executive
Officer, Chief Financial Officer and Chief
Accounting Officer
Officers are appointed by the Board of Directors and will serve until they
resign or are removed by the Board of Directors.
TOR OLAV TR0IM: Mr. Tr0im was appointed President of Golden State Petroleum
Transport Corporation on July 30, 1998 and has been a Director of the
Company since November 1, 1998. Mr. Tr0im serves as director and
vice-president of Frontline Ltd. He also serves as a director of Frontline
AB, a wholly-owned subsidiary of Frontline, and is a director of Frontline
Management AS, which company supports Frontline Ltd. in the implementation
of decisions made by the Board of Directors. Mr. Tr0im also serves as a
consultant to Sea Tankers. He is a director of Aktiv Inkasso ASA, Northern
Oil ASA, both Norwegian Oslo Stock Exchange listed companies, and Northern
Offshore Ltd., a Bermuda company listed on the Oslo Stock Exchange. Prior
to his service with Frontline, from January 1992, Mr. Tr0im served as
managing director and a member of the board of directors of DNO AS, a
Norwegian Oil Company.
KATE BLANKENSHIP: Mrs. Blankenship was appointed Secretary of the Company
on July 30, 1998 and has been a Director, the Chief Executive Officer,
Chief Financial Officer and Chief Accounting Officer of the Company since
November 1, 1998. She joined Frontline Ltd. (formerly, London & Overseas
Freighters Limited) in 1994 and serves as Chief Accounting Officer and
Secretary. Mrs. Blankenship is a member of the Institute of Chartered
Accountants in England and Wales.
ITEM 11. EXECUTIVE COMPENSATION
None of the directors or executive officers of the Company receive any
compensation in connection with their respective positions. The Company has
not entered into any affiliate transactions, other than the original agency
agreement for the issuance of the notes.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as of March 22, 2002 with respect
to the ownership by each person or group of persons, known by the
registrant to be a beneficial owner of 5% or more of the Common Stock.
Except as set forth below, the Registrant is not aware of any beneficial
owner of more than 5% of the Common Stock as of close of business on March
22, 2002.
Beneficial Ownership
Name and Number
Class of address of of Percent
Shares Beneficial Owners Shares of Class
------ ----------------- ------ --------
Ordinary Shares Hemen Holding Limited1 2 100%
1 The issued and outstanding shares of the Company are owned by GSH. All
of the issued and outstanding shares of GSH are owned by ITC. All of
the issued and outstanding shares of ITC are owned by Hemen, a Cyprus
company. Hemen is controlled by John Fredriksen, a resident of Cyprus
and a citizen of Norway.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As of January 31, 1999, each of the Owners has entered into a management
agreement with an affiliate, Frontline. Frontline is a Bermuda company,
whose ordinary shares trade on the new York Stock Exchange, London Stock
Exchange and the Oslo Stock Exchange. Frontline provides administrative,
vessel management and advisory services to the Owners. Frontline is an
affiliate of Hemen. Hemen is the indirect parent of the Company and the
Owners. Frontline's primary business is owning and operating vessels that
transport crude oil and oil products.
Some of the oil tankers owned by Frontline may operate in competition with
the Vessels. When the charters with the Initial Charterer end, Frontline
might have a conflict of interest between its duties as manager of the
Owners and the Vessels, and its interests as a competing tanker owner.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Annual Report:
1. Financial Statements
Report of Grant Thornton LLP, Independent Certified Public Accountants
Balance Sheets at December 31, 2001 and 2000
Statements of Operations and Retained Earnings for the Years Ended December
31, 2001, 2000 and 1999
Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and
1999
Notes to Financial Statements
(b) Reports on Form 8-K
The Company has not filed any current reports on Form 8-K with the
Securities and Exchange Commission during the last quarter of the fiscal
period covered by this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
Golden State Petroleum Transport Corporation
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(Registrant)
Date March 28, 2002 By /s/ Tor Olav Troim
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Tor Olav Troim
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Date March 28, 2002 By /s/ Kate Blankenship
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Kate Blankenship
Director, Chief Executive Officer,
Chief Financial Officer, Chief
Accounting Officer
Date March 28, 2002 By /s/ Tor Olav Troim
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Tor Olav Troim
Director