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 (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.
ITEM 2.
ITEM 2. PROPERTIES - ---------------------
The Company's capitalization is nominal and it has no source of income other than fees earned as agent. The Company has no direct employees and utilizes resources and premises provided by its ultimate parent for a cost equivalent to transaction fees earned. The Company earned $5,000 as aggregate compensation for services as agent in the issuance of the Mortgage Notes and, correspondingly, owes equivalent transaction fees to its ultimate parent, Cambridge Petroleum Transport Corporation.
ITEM 3.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - --------------------------------------------------------------
Inapplicable.
PART II
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - --------------------------------------------------------------------------------
Inapplicable.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA - ----------------------------------
Inapplicable.
ITEM 7.
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 two affiliated entities, Golden State Petro (IOM I-A) PLC and Golden State Petro (IOM I-B) PLC (collectively, the "Owners"). The Company earned $5,000 as aggregate compensation for services as agent in the issuance of the Mortgage Notes and, correspondingly, owes equivalent transaction fees to its ultimate parent, Cambridge Petroleum Transport Corporation.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - ------------------------------------------------------
See Exhibit 1 attached hereto. The Company intends to file an audited Balance Sheet, Statement of Income and Retained Earnings and Statement of Cash Flows by amendment to this Form 10-K.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT'S ON ACCOUNTING AND - ---------------------------------------------------------------------------- FINANCIAL DISCLOSURE --------------------
On March 5, 1998, Coopers & Lybrand L.L.P. resigned as the companies' certifying accountants.
Coopers & Lybrand's opinion on the registrants' financial statements as of March 31, 1997 and for the period from inception of the companies (December 5, 1996 - Golden State Transport Corp. and December 24, 1996 for Golden State Petro IOM I-A and IOM I-B), contained no adversities, disclaimers, uncertainties or qualifications.
The resignation of Coopers & Lybrand L.L.P. was not recommended or approved by the Companies' Board(s) of Directors as it was the decision of Coopers & Lybrand L.L.P. not to continue as the Companies' auditors.
Certain persons who serve as officers or directors of the Registrant also serve as officers of one or more companies affiliated with the Registrant. In the course of performing audits for certain of those affiliates (none of which has any class of securities registered under the federal securities laws), Coopers & Lybrand L.L.P. ("C&L") informed management of those affiliates that C&L was no longer willing to rely on the representations of management of those affiliates or of the Registrant, because of C&L's belief that management of those affiliates had failed to disclose to C&L certain matters relating to those affiliates (but unrelated to the business or financial condition of the Registrant) in a timely manner. Although management of those affiliates of the Registrant has advised C&L that it believes that it did make disclosure to C&L in a timely manner of all material matters regarding those affiliates, C&L resigned as the accountants for those affiliates as well as all other companies affiliated therewith, including the Registrant.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND OFFICERS OF REGISTRANT - -----------------------------------------------
The Company will not have operations nor will 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 - ---- --- ------------------------- John McFadden 53 President Joseph Avantario 32 Director, Treasurer Nunzio LiPomi 41 Secretary
All directors and executive officers of the Owners were appointed in December 1996. Officers are appointed by the Board of Directors and will serve until they resign or are removed by the Board of Directors.
JOHN MCFADDEN, (AMERICAN) PRESIDENT. Mr. McFadden is a bond trader with Cambridge Partners, L.L.C., New York since 1995. Prior to that he was head of municipal reinvestments at CS First Boston.
JOSEPH AVANTARIO, (AMERICAN) DIRECTOR/TREASURER. Mr. Avantario is a comptroller with Cambridge Partners, L.L.C., New York. He has been comptroller with Cambridge Partners,
LLC since April of 1995. From May of 1992 to April 1995 he was with CS First Boston first as a staff auditor and then as a trader of municipal reinvestments.
NUNZIO LIPOMI, (AMERICAN) SECRETARY. Mr. LiPomi is an accountant with Cambridge Partners, L.L.C., New York since 1996. From 1995 to 1996 he was an accountant with Lipardi & Associates Financial Group. Prior to that he worked as an independent accountant.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION - ---------------------------------
None of the directors or executive officers of Golden State Petroleum 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.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT - -------------------------------------------------------------------------
The Company together with Golden State Petro (IOM I-A) and Golden State Petro (IOM I-B) are a fully owned subsidiaries of Golden State Holdings Limited with in turn is a majority owned subsidiary of Cambridge Petroleum Transport Corporation
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS - ---------------------------------------------------------
Inapplicable.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K - --------------------------------------------------------------------------
(b) On March 16, 1998, the company filed form 8-K with respect to the resignation of Coopers & Lybrand LLP as the Company's auditors. See Item 9.
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.
(Registrant) Golden State Petroleum Transport Corporation ---------------------------------------------------------
By (Signature and Title)*/s/ Joseph Avantario - Director ---------------------------------------------------------
Date April 17, 1998 --------------------------------------------------------- ================================================================================
EXHIBIT 1
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION BALANCE SHEET (UNAUDITED)
DECEMBER 31, DECEMBER 31, 1997 1996 Assets: Cash $ 2 $ 2
Accounts Receivable 5,000 5,000 ------- -------
Total Assets $5,002 $5,002 ======= =======
Liabilities and Stockholder's Equity: Accounts Payable $5,000 $5,000 ------- -------
Total Liabilities 5,000 5,000 ------- -------
Stockholder's Equity: Common stock, no par value 100 shares authorized, 2 shares issued and outstanding Retained Earnings 2 2 ------- -------
Total Stockholder's Equity 2 2 ------- -------
Total Liabilities and Stockholder's Equity $5,002 $5,002 ======= =======
See Notes to the Financial Statements.
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION Statement of Income and Retained Earnings (Unaudited)
FOR THE PERIOD FROM DECEMBER 5, 1996 (DATE OF FOR THE YEAR ENDED COMMENCEMENT OF OPERATIONS REVENUE: DECEMBER 31, 1997 TO DECEMBER 31, 1996
Agency Fees $ 0 $5,000 ------ ------
EXPENSES: Transaction Expenses 0 5,000 ------ ------ Net income -- --
Retained Earnings, beginning of Period $ 0 -- ------ ------
Retained Earnings, end of Period $ 0 $ -- ------ ------
SEE NOTES TO THE FINANCIAL STATEMENTS
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION STATEMENT OF CASH FLOWS (UNAUDITED)
FOR THE PERIOD FROM DECEMBER 5, 1996 (DATE OF COMMENCEMENT OF FOR THE YEAR ENDED OPERATIONS TO DECEMBER 31, 1997 DECEMBER 31, 1996
Cash Flows provided by Operating Activities Net Income $ -- $ --
Changes in Assets and Liabilities: Increase in Accounts Receivable -- (5,000)
Increase in Accounts Payable -- 5,000 ------- --------
Net Cash provided by Operating Activities -- -- ------- --------
Cash Flows from Financing Activities: Capital Contribution -- 2 ------- --------
Net Cash provided by Financing Activities -- 2 ------- --------
Cash at beginning of Period 2 -- ------- --------
Cash at end of Period $ 2 $ 2 ------- --------
SEE NOTES TO THE FINANCIAL STATEMENTS
GOLDEN STATE PETROLEUM TRANSPORT CORPORATION
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.
BASIS OF PRESENTATION
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statement in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities the dates of the financial statements and the report amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
2. ACCOUNTS RECEIVABLE/RELATED PARTY:
The Company earned $5,000 as aggregate compensation for services as agent in the issuance of the Mortgage Notes and, correspondingly, owes equivalent transaction fees to its ultimate parent, Cambridge Petroleum Transport Corporation.
3. CAPITALIZATION:
The Company's capitalization is nominal and it has no source of income other than fees earned as agent. The Company has no direct employees and utilizes resources and premises provided by its ultimate parent for a cost equivalent to transaction fees earned.