GENERAL MARITIME SUBSIDIARY CORP - S-1/A - 20010612 - MORE_INFORMATION
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed a registration statement on Form S-1 with the SEC with respect
to the common stock offered hereby. This prospectus, which constitutes a part of
the registration statement, does not contain all of the information set forth in
the registration statement or the exhibits and schedules which are part of the
registration statement. For further information regarding us and our common
stock, you should read the registration statement and the related exhibits and
schedules. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the SEC at 1-800-SEC-0330 for further information about the public reference
room. Our SEC filings are also available to the public from the SEC's website at
http://www.sec.gov. Upon completion of this offering, we will become subject to
the information and periodic reporting requirements of the Securities Exchange
Act of 1934 and will file periodic reports, proxy statements and other
information with the SEC. These periodic reports, proxy statements and other
information will be available for inspection and copying at the SEC's public
reference room and the SEC's website referred to above.
101
GENERAL MARITIME CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----------------
CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2001
(unaudited) AND DECEMBER 31, 2000 AND FOR THE THREE MONTHS
ENDED MARCH 31, 2001 (unaudited) AND 2000 (unaudited).
Consolidated Balance Sheets................................. F-2
Consolidated Statements of Operations....................... F-3
Consolidated Statement of Shareholders' Equity.............. F-4
Consolidated Statements of Cash Flows....................... F-5
Notes to Consolidated Financial Statements.................. F-6
CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000
AND 1999, AND FOR THE YEARS ENDED DECEMBER 31, 2000, 1999
AND 1998.
Report of Independent Auditors.............................. F-14
Report of Independent Auditors.............................. F-15
Consolidated Balance Sheets................................. F-16
Consolidated Statements of Operations....................... F-17
Consolidated Statement of Shareholders' Equity.............. F-18
Consolidated Statements of Cash Flows....................... F-19
Notes to Consolidated Financial Statements.................. F-20
F-1
GENERAL MARITIME CORPORATION
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2001 (UNAUDITED) AND DECEMBER 31, 2000
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 31,581 $ 23,523
Restricted cash........................................... 44 149
Due from charterers....................................... 10,081 9,601
Prepaid expenses and other current assets................. 5,555 4,657
-------- --------
Total current assets.................................... 47,261 37,930
-------- --------
NONCURRENT ASSETS:
Vessels, net of accumulated depreciation of $66,032 and
$59,884, respectively................................... 386,082 392,230
Other fixed assets, net................................... 926 974
Deferred drydock costs.................................... 5,100 5,416
Deferred financing costs.................................. 1,464 1,651
Due from charterers....................................... 791 721
-------- --------
Total noncurrent assets................................. 394,363 400,992
-------- --------
TOTAL ASSETS................................................ $441,624 $438,922
-------- --------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 6,464 $ 6,701
Accrued interest.......................................... 1,333 2,129
Current portion of long-term debt......................... 33,400 33,050
-------- --------
Total current liabilities............................... 41,197 41,880
-------- --------
NONCURRENT LIABILITIES:
Deferred voyage revenue................................... 3,606 1,397
Long-term debt............................................ 189,299 208,735
-------- --------
Total noncurrent liabilities............................ 192,905 210,132
-------- --------
Total liabilities....................................... 234,102 252,012
-------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, $.01 par value per share
Authorized 75,000,000; Issued and outstanding 21,452,056
and 21,452,056 shares at March 31, 2001 and
December 31, 2000, respectively......................... 215 215
Paid-in capital........................................... 157,584 157,584
Retained earnings......................................... 50,868 29,111
Accumulated other comprehensive income (loss)............. (1,145) --
-------- --------
Total shareholders' equity.............................. 207,522 186,910
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. $441,624 $438,922
======== ========
See notes to unaudited consolidated financial statements.
F-2
GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE QUARTERS ENDED MARCH 31, 2001 (UNAUDITED) AND
MARCH 31, 2000 (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
MARCH 31, MARCH 31,
2001 2000
----------- -----------
(UNAUDITED) (UNAUDITED)
VOYAGE REVENUES:
Voyage revenues........................................... $ 48,042 $ 22,766
OPERATING EXPENSES:
Voyage expenses........................................... 7,004 4,783
Direct vessel expenses.................................... 6,809 5,126
General and administrative expenses....................... 1,399 1,064
Depreciation and amortization............................. 6,881 5,390
----------- -----------
Total operating expenses................................ 22,093 16,363
----------- -----------
OPERATING INCOME............................................ 25,949 6,403
----------- -----------
INTEREST INCOME (EXPENSE):
Interest income........................................... 359 112
Interest expense.......................................... (4,551) (4,503)
----------- -----------
Net interest expense.................................... (4,192) (4,391)
----------- -----------
NET INCOME.................................................. $ 21,757 $ 2,012
=========== ===========
Earning per share, basic and fully diluted.................. $ 1.01 $ 0.13
----------- -----------
Weighted average number of shares basic and fully diluted... 21,452,056 15,715,511
=========== ===========
See notes to unaudited consolidated financial statements.
F-3
GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE QUARTER ENDED MARCH 31, 2000 (UNAUDITED)
AND AS OF DECEMBER 31, 2000
(DOLLARS IN THOUSANDS)
ACCUMULATED
OTHER COMPREHENSIVE
COMMON PAID-IN RETAINED COMPREHENSIVE INCOME
STOCK CAPITAL EARNINGS LOSS (LOSS) TOTAL
-------- -------- -------- ------------- ------------- --------
Balance, December 31, 2000........ $ 215 $157,584 $29,111 $ -- $ -- $186,910
Comprehensive income:
Net income...................... -- -- 21,757 -- 21,757 21,757
Cumulative effect of change in
accounting principle (SFAS
133).......................... -- -- -- (662) (662) (662)
Unrealized derivative losses on
cash flow hedges.............. -- -- -- (483) (483) (483)
-------
Comprehensive income.............. -- -- -- -- $20,612 --
-------- -------- ------- ------- ======= --------
Balance, March 31, 2001
(unaudited)..................... $ 215 $157,584 $50,868 $(1,145) $207,522
======== ======== ======= ======= ========
See notes to unaudited consolidated financial statements.
F-4
GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE QUARTERS ENDED MARCH 31, 2001 (UNAUDITED)
AND MARCH 31, 2000 (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
MARCH 31, MARCH 31,
2001 2000
(UNAUDITED) (UNAUDITED)
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $21,757 $2,012
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization........................... 6,881 5,390
Change in assets and liabilities:
Increase in due from charterers -- current............ (480) (973)
(Increase) decrease in prepaid expenses and other
current assets...................................... (898) 373
(Increase) decrease in due from charterers --
noncurrent.......................................... (70) 113
Decrease in accounts payable and accrued expenses..... (1,382) (1,543)
Decrease in accrued interest.......................... (796) (723)
Increase in deferred voyage revenue................... 2,209 2,010
Increase in deferred drydock costs incurred........... (167) (230)
------- ------
Net cash provided by operating activities........... 27,054 6,429
------- ------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of other fixed assets............................ (15) (25)
Additions to vessels...................................... -- (174)
------- ------
Net cash used in investing activities............... (15) (199)
------- ------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.............................. -- 459
Decrease in restricted cash............................... 105 619
Principal payments on long-term debt...................... (19,086) (5,309)
Increase in deferred financing costs...................... -- (27)
Change in loan with shareholder........................... -- (306)
------- ------
Net cash provided by financing activities........... (18,981) (4,564)
------- ------
NET INCREASE IN CASH........................................ 8,058 1,666
CASH, BEGINNING OF PERIOD................................... 23,523 6,842
------- ------
CASH, END OF PERIOD......................................... $31,581 $8,508
======= ======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION-
Cash paid for interest.................................... $ 4,842 $5,227
======= ======
See notes to unaudited consolidated financial statements.
F-5
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS--General Maritime Corporation (the "Company") is a
provider of international transportation services of seaborne crude oil within
the Atlantic Basin. The Company's fleet is comprised of both Aframax and Suezmax
tankers. Most of the Company's vessels are currently operating in the Atlantic
Basin which consists primarily of ports in the Caribbean, South and Central
America, the United States, Western Africa and the North Sea. The Company
operates its business in one business segment, which is the transportation of
international seaborne crude oil.
The Company's vessels are primarily available for charter on a voyage or
time basis. Under a voyage charter, the operator of a vessel agrees to provide
the vessel for the transport of specific goods between specific ports in return
for the payment of an agreed upon freight per ton of cargo or, alternatively,
for a specified total amount. All operating and specified voyage costs are for
the owner's account. A single voyage (generally two to ten weeks) charter is
often referred to as a "spot market" charter. Vessels in the spot market may
also spend time idle as they await a charter.
A time charter involves the placing of a vessel at the charterer's disposal
for a set period of time during which the charterer may use the vessel in return
for the payment by the charterer of a specified daily or monthly hire rate. In
time charters, operating costs such as for crews, maintenance and insurance are
typically paid by the owner of the vessel and specified voyage costs such as
fuel and port charges are paid by the charterer.
Voyage and time charters are available for varying periods, ranging from a
single trip to a long-term arrangement, to commercial firms (such as oil
companies) and governmental agencies (both foreign and domestic) on a worldwide
basis. In general, vessels operating on time charter contracts can yield lower
profit margins than vessels operating in the spot market but provide predictable
cash flows and stable voyage revenues in the event of a decline in tanker rates.
Vessels operating in the spot market generate revenues that are less predictable
but may enable the company to capture increased profit margins during
improvements in tanker rates. Ship charter rates are affected by world
economics, international events, weather conditions, strikes, governmental
policies, supply and demand and many other factors beyond the control of the
Company.
RECAPITALIZATION PLAN--Prior to the Company's recapitalization, which was
completed as to 14 of the vessels on June 12, 2001 and is described below, these
14 vessels were owned directly or indirectly by various limited partnerships.
The managing general partners of the limited partnerships were various companies
wholly owned by Peter C. Georgiopoulos, Chairman and Chief Executive Officer of
the Company. The commercial operations for all of these vessels were conducted
by the old General Maritime Corporation, a Subchapter S Corporation also wholly
owned by Peter C. Georgiopoulos.
As part of the Company's recapitalization, Peter C. Georgiopoulos
transferred the equity interests in the old General Maritime Corporation to the
Company along with the general partnership interests in the vessel owning
limited partnerships in exchange for equity interests in the Company.
In addition, each vessel owner has entered into an agreement with the
Company with respect to the recapitalization. Pursuant to these agreements,
prior to the completion of this offering, the vessel owners will deliver the
entire equity interest in each vessel to the Company. In exchange, the Company
will issue each vessel owner shares of common stock of the Company.
F-6
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accordingly, the financial statements have been prepared as if the
recapitalization had occurred at February 1, 1997, representing the commencement
of operations of the old General Maritime Corporation. It is accounted for in a
manner similar to a pooling of interests as all of the equity interests
delivered in the recapitalization are under common control. The financial
information included herein does not necessarily reflect the consolidated
results of operations, financial position, changes in shareholders' equity and
cash flows of the Company as if the Company operated as a legal consolidated
entity for the years presented.
For the purposes of determining the number of shares outstanding with
respect to the accompanying financial statements, the Company used the mid point
of the range of the initial public offering price of $18.00 per share. The
number of shares outstanding will be adjusted based on the actual initial public
offering price. In addition, under the terms of the Recapitalization Plan there
are certain provisions, which may require a post-closing reallocation of issued
shares between the respective limited partners. This adjustment and potential
post-closing reallocation is not expected to result in a material change to the
outstanding shares in any of the periods presented.
BASIS OF PRESENTATION--The financial statements of the Company have been
prepared on the accrual basis of accounting. A summary of the major accounting
policies followed in the preparation of the accompanying financial statements,
which conform to accounting principles generally accepted in the United States
of America, is presented below.
BUSINESS GEOGRAPHICS--Non-U.S. operations accounted for 100% of revenues and
net income. Vessels regularly move between countries in international waters,
primarily the Atlantic Basin, over hundreds of trade routes. It is therefore
impractical to assign revenues or earnings from the transportation of
international seaborne crude oil products by geographical area.
SEGMENT REPORTING--The Company reports financial information and evaluates
its operations by charter revenues and not by the length of ship employment for
its customers, i.e., spot or time charters. The Company does not have discrete
financial information to evaluate the operating results for each such type of
charter. Although revenue can be identified for these types of charters,
management can not and does not identify expenses, profitability or other
financial information for these charters. As a result, management, including the
chief operating decision makers, reviews operating results solely by revenue per
day and operating results of the fleet and thus the Company has determined that
it operates under one reportable segment.
PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial
statements include the accounts of General Maritime Corporation and its wholly
owned subsidiaries. All intercompany accounts and transactions have been
eliminated on consolidation.
REVENUE AND EXPENSE RECOGNITION--Revenue and expense recognition policies
for voyage and time charter agreements are as follows:
VOYAGE CHARTERS--Voyage revenues, voyage expenses and direct vessel expenses
relating to voyage or spot market charters are recognized on a pro rata
basis based on the relative transit time in each period. Voyage expenses
primarily include only those specific costs which are borne by the Company
in connection with voyage charters which would otherwise have been borne by
the charterer under time charter agreements. These expenses principally
consist of fuel and port
F-7
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
charges. Demurrage income represents payments by the charterer to the vessel
owner when loading and discharging time exceed the stipulated time in the
voyage charter. Demurrage income is recognized in accordance with the
provisions of the respective charter agreements and the circumstances under
which demurrage claims arise. Demurrage income was not material in any of
the periods presented.
TIME CHARTERS--Revenue from time charters are recognized on a straight-line
basis over the term of the respective time charter agreement. Direct vessel
expenses are recognized when incurred.
RESTRICTED CASH--Certain of the Company's subsidiaries are required to make
monthly transfers into separate bank accounts to be used to pay interest and
principal on their senior and junior loan facilities.
VESSELS, NET--Vessels, net is stated at cost less accumulated depreciation.
Vessels are depreciated on a straight-line basis over their estimated useful
lives determined to be 25 years from date of initial delivery from the shipyard.
Depreciation is based on cost less the estimated residual scrap value.
OTHER FIXED ASSETS, NET--Other fixed assets, net is stated at cost less
accumulated depreciation. The costs of significant renewals and betterments are
capitalized and depreciated; expenditures for maintenance and repairs are
expensed as incurred. Depreciation is computed using the straight-line method
over the following estimated useful lives:
DESCRIPTION USEFUL LIVES
----------- ------------
Furniture, fixtures and other equipment..................... 10 years
Vessel equipment............................................ 5 years
Computer equipment.......................................... 4 years
RECOVERABILITY OF LONG-LIVED ASSETS--The Company evaluates the carrying
amounts and periods over which long-lived assets are depreciated to determine if
events have occurred which would require modification to the carrying values or
the useful lives. In evaluating useful lives and carrying values of long-lived
assets, the Company reviews certain indicators of potential impairment, such as
undiscounted projected cash flows, appraisals, business plans and overall market
conditions. In the event that an impairment occurs, the fair value of the
related asset would be determined and the Company would record a charge to
operations calculated by comparing the asset's carrying value to the estimated
fair value. The Company estimates fair value primarily through the use of third
party valuations performed on an individual vessel basis.
DEFERRED DRYDOCK COSTS--Approximately every 30 to 60 months the Company's
vessels are required to be drydocked for major repairs and maintenance, which
cannot be performed while the vessels are operating. The Company capitalizes
drydock costs when drydocks occur and amortizes such costs ratably over the
period between drydocks. Amortization of drydock costs is reported with
depreciation and amortization in the statement of operations.
INCOME TAXES--As noted in the description of the recapitalization plan in
Note 1, the Company comprises various limited partnerships, which owned the
respective vessels, and the old General
F-8
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Maritime Corporation, which was a Subchapter S Corporation. As a result, no
provision for federal income tax for prior years is included in the financial
statements of the Company. The various limited partnerships were generally
treated as partnerships for US federal income tax purposes and, accordingly,
pursuant to section 701 of the Internal Revenue Code were not subject to federal
income taxes. The Subchapter S Corporation was also not subject to federal
income taxes: however, it was subject to various state and local taxes which
were not material for any of the periods presented.
The Company is a Marshall Islands corporation. Pursuant to various tax
treaties and pursuant to the U.S. Internal Revenue Code, the Company does not
believe its operations prospectively will be subject to income taxes in the
United States.
DEFERRED REVENUE--Deferred revenue primarily relates to cash received from
charterers prior to it being earned. These amounts are recognized as income in
the appropriate future periods.
COMPREHENSIVE INCOME--Comprehensive income is comprised of net income less
charges related to the adoption of SFAS No. 133.
ACCOUNTING ESTIMATES--The preparation of financial statements 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 at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
EARNINGS PER SHARE--Basic earnings/(loss) per share are computed by dividing
net income/(loss) by the weighted average number of common shares outstanding
during the year. Diluted income/(loss) per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised. There were no dilutive securities outstanding during the years
presented.
FAIR VALUE OF FINANCIAL INSTRUMENTS--The estimated fair values of the
Company's financial instruments approximate their individual carrying amounts as
of December 31, 2000 and 1999 due to their short-term maturity or the
variable-rate nature of the respective borrowings.
RECENT ACCOUNTING PRONOUNCEMENTS--Effective January 1, 2001, the Company
adopted Statement of Financial Standards ("SFAS") No. 133, ACCOUNTING FOR
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES ("SFAS 133"), and its
corresponding amendments under SFAS No. 138. SFAS 133 requires the Company to
measure all derivatives, including certain derivatives embedded in other
contracts, at fair value and to recognize them in the Consolidated Balance Sheet
as an asset or liability, depending on the Company's rights or obligations under
the applicable derivative contract. For derivatives designated as fair value
hedges in the fair value of both the derivative instrument and the hedged item
are recorded in earnings. For derivatives designated as cash flow hedges, the
effective portions of changes in fair value of the derivative are reported in
the other comprehensive income ("OCI") and are subsequently reclassified into
earnings when the hedged item affects earnings. Changes in fair value of
derivative instruments not designated as hedging instruments and ineffective
portions of hedges are recognized in earnings in the current period. The
adoption of SFAS 133 as of January 1, 2001 did not have a material impact on the
Company's results of operations or financial position. The Company recognized a
charge to OCI of $662 as a result of cumulative effect in accounting change in
relation to the adoption of SFAS No. 133. During the three months ended
March 31, 2001, the Company
F-9
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
recognized an additional charge to OCI of $483. Accordingly, the total liability
in connection with the Company's cash flow hedges as of March 31, 2001 was
$1,145 and is presented as a component of accounts payable and accrued expenses.
INTEREST RATE RISK MANAGEMENT--The Company is exposed to the impact of
interest rate changes. The Company's objective is to manage the impact of
interest rate changes on earnings and cash flows of its borrowings. The Company
uses interest rate swaps to manage net exposure to interest rate changes related
to its borrowings and to lower its overall borrowing costs. Significant interest
rate risk management instruments held by the Company during the quarter included
pay-fixed swaps. Pay-fixed swaps, which expire in one to two years, effectively
convert floating rate obligations to fixed rate instruments.
2. OTHER FIXED ASSETS
Other fixed assets consist of the following:
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
Other fixed assets:
Furniture, fixtures and equipment.................. $ 202 $ 197
Vessel equipment................................... 1,126 1,126
Computer equipment................................. 46 36
----- -----
Total cost........................................... 1,374 1,359
Less accumulated depreciation........................ 448 385
----- -----
Total................................................ $ 926 $ 974
===== =====
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
Accounts payable..................................... $2,370 $2,367
Accrued expenses..................................... 1,201 1,334
Accrued time charter termination costs............... 1,748 3,000
Unrealized loss from derivatives..................... 1,145 --
------ ------
Total................................................ $6,464 $6,701
====== ======
F-10
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
4. LONG-TERM DEBT
Long-term debt consists of the following:
MARCH 31, DECEMBER 31,
2001 2000
----------- ------------
(UNAUDITED)
Senior loans......................................... $204,351 $223,437
Junior loans......................................... 18,348 18,348
-------- --------
222,699 241,785
Less current portion of long-term debt............... 33,400 33,050
-------- --------
Long-term debt....................................... $189,299 $208,735
======== ========
The Company financed the acquisition of its vessels through 12 loan
facilities entered into by the subsidiaries of the Company. These loan
facilities are grouped in seven packages, five of which consist of both senior
and junior loan facilities and two of which consist of only senior loan
facilities. The senior loans are payable in quarterly or monthly installments
and have balloon payments at their expirations, which are generally five years
from the date of issuance. Interest rates under the senior loan facilities are
adjusted quarterly and range from 1.125% to 2.0% above the London Interbank
Offered Rate ("LIBOR"). The junior loan facilities are payable in a single
balloon payment five years from the respective issuance date. Interest is
payable quarterly at 3.0% above LIBOR.
Interest rates for the three months ended March 31, 2001 ranged from 6.0% to
8.8% and from 7.9% to 10.0% under the senior and junior loan facilities,
respectively. Interest rates during the three months ended March 31, 2000 ranged
from 7.2% to 8.6% and 9.1% to 9.3% under the senior and junior loan facilities,
respectively. Interest expense under these loan facilities was $4,487 and
$4,059, for the three months ended March 31, 2001 and 2000, respectively.
The Company's obligations under the loan facility agreements are secured by
one or more of the following: (i) a mortgage on the vessel financed through the
applicable loan facility; (ii) pledges of shares of capital stock of the
subsidiaries; and (iii) a lien on some or all of the assets of the subsidiary
party to the loan facility agreement. Several of the Company's loan facilities
are collateralized by more than one vessel. Vessels pledged as security under
the loan facility agreements had a net book value of $386,082 and $392,230 at
March 31, 2001 and December 31, 2000, respectively.
The loan facility agreements contain, among other things, restrictive
covenants requiring minimum levels of working capital, maintenance of collateral
market values and mandatory prepayments. Certain of the Company's subsidiaries
are required to make monthly transfers into separate bank accounts to be used to
pay interest and principal on the senior and junior loan facilities. These
amounts are classified as restricted cash in the balance sheet as of March 31,
2001 and December 31, 2000. The loan facility agreements also contain, among
other things, prohibitions against additional borrowings, guarantees and
payments of dividends.
As of December 31, 2000, the Company obtained written waivers from the
respective lenders for defaults under some loan facility agreements. In
addition, some of the covenants of the Company's loan facility agreements were
amended to reduce working capital and other requirements. The Company does not
currently expect that it will violate any of the covenants of its loan facility
agreements through April 1, 2002. At December 31, 2000 the noncurrent portion of
debt outstanding with respect to these
F-11
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
4. LONG-TERM DEBT (CONTINUED)
loan facilities is $63,498. At March 31, 2001, the Company was in compliance
with all of its loan facility covenants.
Aggregate maturities without any mandatory prepayments, under the loan
facilities during the next five years from December 31, 2000 are the following:
The Company has entered into interest rate swap agreements to manage
interest costs and the risk associated with changing interest rates. The Company
had outstanding ten interest rate swap agreements with foreign banks at
March 31, 2001 and December 31, 2000. For the three months ended March 31, 2001
the agreements effectively fix the Company's interest rate exposure on its
senior and junior loan facilities, which are based on LIBOR to fixed rates
ranging from 6.2% to 7.0% for the senior loan facilities, and 6.3% to 7.0% for
the junior loan facilities. The differential to be paid or received is
recognized as an adjustment to interest expense as incurred. The swap agreements
mature on or before the loan facilities which they hedge. The notional principal
amounts of the swaps as of March 31, 2001 and December 31, 2000 are, $80,850 and
$85,450, respectively.
The Company would have paid approximately $1,145 and $662 to settle all
outstanding swap agreements based upon their aggregate fair values as of
March 31, 2001 and December 31, 2000, respectively. This fair value is based
upon estimates received from financial institutions.
Interest expense pertaining to interest rate swaps for the three months
ended March 31, 2001 and the three months ended March 31, 2000 was $59 and $72,
respectively.
5. REVENUE FROM TIME CHARTERS
Total revenue earned on time charters for the three months ended March 31,
2001 and the three months ended March 31, 2000 was $14,191 and $8,911,
respectively. Future minimum time charter revenue, based on vessels committed to
noncancelable time charter contracts at December 31, 2000 is:
YEAR ENDING DECEMBER 31,
------------------------
2001........................................................ $35,641
2002........................................................ 17,889
2003........................................................ 7,928
Thereafter.................................................. --
-------
$61,458
=======
F-12
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (CONTINUED)
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
6. COMMITMENTS AND CONTINGENCIES
The Company had contracts outstanding with Universe Tankships
(Delaware) Inc. Universe Tankships (Bermuda) Inc. and United Overseas
Tankers Ltd. for technical management of vessels. The remaining commitments
under the contracts were approximately $274, $141 and $924, respectively, at
March 31, 2001.
7. RELATED PARTY TRANSACTIONS
The following are related party transactions not disclosed elsewhere in
these financial statements:
The Company rents office space as its principal executive offices in a
building currently leased by GenMar Realty LLC, a company wholly owned by Peter
C. Georgiopoulos, the Chairman and Chief Executive Officer of the Company. There
is no lease agreement between the Company and GenMar Realty LLC. The Company
currently pays an occupancy fee on a month to month basis. For the three months
ended March 31, 2001, the Company expensed $165 for occupancy fees, of which
$256 represents unpaid occupancy fees and is included in accrued expenses at
March 31, 2001.
Included in prepaid expenses and other current assets are net advances to
the Chairman and Chief Executive Officer, Peter C. Georgiopoulos, which amounted
to $486 at March 31, 2001 and December 31, 2000.
******
F-13
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders of
General Maritime Corporation
New York, NY
We have audited the accompanying consolidated balance sheet of General
Maritime Corporation and subsidiaries as of December 31, 2000, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
the year then ended. These financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit 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 audit provides a
reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of General Maritime Corporation
and subsidiaries at December 31, 2000, and the results of their operations and
their cash flows for the year then ended, in conformity with accounting
principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
New York, NY
February 27, 2001, except for Note 1, as to which the date is June 12, 2001.
F-14
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Stockholders of
General Maritime Corporation
We have audited the accompanying consolidated balance sheet of General
Maritime Corporation as of December 31, 1999, and the related consolidated
statements of operations, shareholders' equity, and cash flows for each of the
two years in the period ended December 31, 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. Those standards require that we plan and perform
the audit 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 consolidated financial position of General
Maritime Corporation at December 31, 1999, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States.
/s/ Ernst & Young LLP
November 10, 2000, except for the information set forth under "Recapitalization
Plan" included in Note 1, as to which the date is June 12, 2001.
F-15
GENERAL MARITIME CORPORATION
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999
(Dollars in Thousands except per share data)
2000 1999
-------- --------
ASSETS
CURRENT ASSETS:
Cash...................................................... $ 23,523 $ 6,842
Restricted cash........................................... 149 1,388
Due from charterers....................................... 9,601 2,538
Prepaid expenses and other current assets................. 4,657 2,510
-------- --------
Total current assets.................................. 37,930 13,278
-------- --------
NONCURRENT ASSETS:
Vessels, net of accumulated depreciation
of $59,884 and $37,640, respectively.................... 392,230 328,974
Other fixed assets, net................................... 974 831
Deferred drydock costs.................................... 5,416 3,899
Deferred financing costs.................................. 1,651 1,302
Due from charterers....................................... 721 2,862
-------- --------
Total noncurrent assets............................... 400,992 337,868
-------- --------
TOTAL ASSETS................................................ $438,922 $351,146
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses..................... $ 6,701 $ 5,230
Accrued interest.......................................... 2,129 3,038
Current portion of long-term debt......................... 33,050 20,450
-------- --------
Total current liabilities............................. 41,880 28,718
-------- --------
NONCURRENT LIABILITIES:
Deferred voyage revenue................................... 1,397 --
Note payable to shareholder............................... -- 15,000
Long-term debt............................................ 208,735 181,550
-------- --------
Total noncurrent liabilities.......................... 210,132 196,550
-------- --------
Total liabilities..................................... 252,012 225,268
-------- --------
COMMITMENTS AND CONTINGENCIES:.............................. -- --
SHAREHOLDERS' EQUITY:
Common stock. $.01 par value per share
Authorized 75,000,000 shares; Issued and outstanding
21,452,056 and 15,805,393 shares at December 31, 2000
and December 31, 1999, respectively..................... 215 158
Paid-in capital........................................... 157,584 126,891
Retained earnings (deficit)............................... 29,111 (1,171)
-------- --------
Total shareholders' equity............................ 186,910 125,878
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY.................. $438,922 $351,146
======== ========
See notes to consolidated financial statements.
F-16
GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(Dollars in Thousands except per share data)
2000 1999 1998
---------- ---------- ----------
VOYAGE REVENUES:
Voyage revenues........................................ $ 132,012 $ 71,476 $ 62,031
OPERATING EXPENSES:
Voyage expenses........................................ 23,996 16,742 10,247
Direct vessel expenses................................. 23,857 19,269 15,684
General and administrative expenses.................... 4,792 3,868 2,828
Depreciation and amortization.......................... 24,808 19,810 16,493
Other expenses......................................... 5,272 -- --
---------- ---------- ----------
Total operating expenses........................... 82,725 59,689 45,252
---------- ---------- ----------
OPERATING INCOME......................................... 49,287 11,787 16,779
---------- ---------- ----------
INTEREST INCOME (EXPENSE):
Interest income...................................... 895 456 547
Interest expense..................................... (19,900) (16,981) (15,201)
---------- ---------- ----------
Net interest expense............................... (19,005) (16,525) (14,654)
---------- ---------- ----------
NET INCOME (LOSS)........................................ $ 30,282 $ (4,738) $ 2,125
========== ========== ==========
Earning per share, basic and fully diluted............... $ 1.60 $ (0.33) $ 0.21
========== ========== ==========
Weighted average number of shares, basic and fully
diluted................................................ 18,877,822 14,238,531 10,166,389
See notes to consolidated financial statements.
F-17
GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(Dollars in Thousands except per share data)
RETAINED
COMMON PAID-IN EARNINGS
STOCK CAPITAL (DEFICIT) TOTAL
-------- -------- --------- --------
Balance, December 31, 1997............................ $ 67 $ 54,034 $ 1,442 $ 55,543
Issuance of Common stock............................ 61 41,921 -- 41,982
Net Income.......................................... -- -- 2,125 2,125
------- -------- ------- --------
Balance, December 31, 1998............................ $ 128 $ 95,955 $ 3,567 $ 99,650
Issuance of Common stock............................ 30 30,936 -- 30,966
Net loss............................................ -- -- (4,738) (4,738)
------- -------- ------- --------
Balance, December 31, 1999............................ $ 158 $126,891 $(1,171) $125,878
Issuance of Common stock............................ 49 15,451 15,500
Note and interest payable to shareholder contributed
to equity......................................... 8 15,242 -- 15,250
Net income.......................................... -- -- 30,282 30,282
------- -------- ------- --------
Balance, December 31, 2000............................ $ 215 $157,584 $29,111 $186,910
======= ======== ======= ========
See notes to consolidated financial statements.
F-18
GENERAL MARITIME CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(Dollars in Thousands)
2000 1999 1998
-------- -------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)........................................... $ 30,282 $ (4,738) $ 2,125
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization............................. 24,808 19,810 16,493
Noncash interest expense contributed to capital........... 250 -- --
Change in assets and liabilities:
Increase in due from charterers--current................ (7,063) (482) (1,669)
Increase in prepaid expenses and other current assets... (1,661) (1,394) (254)
Decrease (increase) in due from
charterers--noncurrent................................ 2,141 (412) (1,776)
Increase in accounts payable and accrued expenses....... 1,643 3,754 182
(Decrease) increase in accrued interest................. (909) 1,744 319
Increase (decrease) in deferred voyage revenue.......... 1,397 (1,677) 495
Increase in deferred drydock costs incurred............. (3,168) (4,074) (250)
-------- -------- ---------
Net cash provided by operating activities............. 47,720 12,531 15,665
-------- -------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of vessels....................................... (85,500) (18,200) (158,700)
Purchase of other fixed assets............................ (210) (6) (17)
Additions to vessels...................................... (155) (482) (489)
-------- -------- ---------
Net cash used in investing activities................. (85,865) (18,688) (159,206)
-------- -------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from long-term debt.............................. 70,458 -- 119,025
Proceeds from note payable to shareholder................. -- 15,000 --
Proceeds from issuance of common stock.................... 15,500 30,966 41,982
Decrease (increase) in restricted cash.................... 1,239 1,146 (765)
Principal payments on long-term debt...................... (30,673) (39,625) (12,950)
Increase in deferred financing costs...................... (1,040) (989) (673)
Change in loan with shareholder........................... (658) 90 42
-------- -------- ---------
Net cash provided by financing activities............. 54,826 6,588 146,661
-------- -------- ---------
NET INCREASE IN CASH........................................ 16,681 431 3,120
CASH, BEGINNING OF PERIOD................................... 6,842 6,411 3,291
-------- -------- ---------
CASH, END OF PERIOD......................................... $ 23,523 $ 6,842 $ 6,411
======== ======== =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest.................................... $ 20,571 $ 15,237 $ 14,882
======== ======== =========
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING ACTIVITIES:
Note and interest payable to shareholder contributed to
equity.................................................. $ 15,250 $ -- $ --
======== ======== =========
See notes to consolidated financial statements.
F-19
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, EXCEPT WHERE NOTED AND FOR PER SHARE DATA)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS--General Maritime Corporation (the "Company") is a
provider of international transportation services of seaborne crude oil within
the Atlantic Basin. The Company's fleet is comprised of both Aframax and Suezmax
tankers. Most of the Company's vessels are currently operating in the Atlantic
Basin which consists primarily of ports in the Caribbean, South and Central
America, the United States, Western Africa and the North Sea. The Company
operates its business in one business segment, which is the transportation of
international seaborne crude oil.
The Company's vessels are primarily available for charter on a voyage or
time basis. Under a voyage charter, the operator of a vessel agrees to provide
the vessel for the transport of specific goods between specific ports in return
for the payment of an agreed upon freight per ton of cargo or, alternatively,
for a specified total amount. All operating and specified voyage costs are for
the owner's account. A single voyage (generally two to ten weeks) charter is
often referred to as a "spot market" charter. Vessels in the spot market may
also spend time idle as they await a charter.
A time charter involves the placing of a vessel at the charterer's disposal
for a set period of time during which the charterer may use the vessel in return
for the payment by the charterer of a specified daily or monthly hire rate. In
time charters, operating costs such as for crews, maintenance and insurance are
typically paid by the owner of the vessel and specified voyage costs such as
fuel and port charges are paid by the charterer.
Voyage and time charters are available for varying periods, ranging from a
single trip to a long-term arrangement, to commercial firms (such as oil
companies) and governmental agencies (both foreign and domestic) on a worldwide
basis. In general, vessels operating on time charter contracts can yield lower
profit margins than vessels operating in the spot market but provide predictable
cash flows and stable voyage revenues in the event of a decline in tanker rates.
Vessels operating in the spot market generate revenues that are less predictable
but may enable the company to capture increased profit margins during
improvements in tanker rates. Ship charter rates are affected by world
economics, international events, weather conditions, strikes, governmental
policies, supply and demand and many other factors beyond the control of the
Company.
RECAPITALIZATION PLAN--Prior to the Company's recapitalization, which was
completed as to 14 of the vessels on June 12, 2001 and is described below, these
14 vessels were owned directly or indirectly by various limited partnerships.
The managing general partners of the limited partnerships were various companies
wholly owned by Peter C. Georgiopoulos, Chairman and Chief Executive Officer of
the Company. The commercial operations for all of these vessels were conducted
by the old General Maritime Corporation, a Subchapter S Corporation also wholly
owned by Peter C. Georgiopoulos.
As part of the Company's recapitalization, Peter C. Georgiopoulos
transferred the equity interests in the old General Maritime Corporation to the
Company along with the general partnership interests in the vessel owning
limited partnerships in exchange for equity interests in the Company.
In addition, each vessel owner has entered into an agreement with the
Company with respect to the recapitalization. Pursuant to these agreements,
prior to the completion of this offering, the vessel owners will deliver the
entire equity interest in each vessel to the Company. In exchange, the Company
will issue each vessel owner shares of common stock of the Company.
F-20
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Accordingly, the financial statements have been prepared as if the
recapitalization had occurred at February 1, 1997, representing the commencement
of operations of the old General Maritime Corporation. It is accounted for in a
manner similar to a pooling of interests as all of the equity interests
delivered in the recapitalization are under common control. The financial
information included herein does not necessarily reflect the consolidated
results of operations, financial position, changes in shareholders' equity and
cash flows of the Company as if the Company operated as a legal consolidated
entity for the years presented.
For the purposes of determining the number of shares outstanding with
respect to the accompanying financial statements, the Company used the mid point
of the range of the initial public offering price of $18.00 per share. The
number of shares outstanding will be adjusted based on the actual initial public
offering price. In addition, under the terms of the Recapitalization Plan there
are certain provisions, which may require a post-closing reallocation of issued
shares between the respective limited partners. This adjustment and potential
post-closing reallocation is not expected to result in a material change to the
outstanding shares in any of the periods presented.
BASIS OF PRESENTATION--The financial statements of the Company have been
prepared on the accrual basis of accounting. A summary of the major accounting
policies followed in the preparation of the accompanying financial statements,
which conform to accounting principles generally accepted in the United States
of America, is presented below.
BUSINESS GEOGRAPHICS--Non-U.S. operations accounted for 100% of revenues and
net income. Vessels regularly move between countries in international waters,
primarily the Atlantic Basin, over hundreds of trade routes. It is therefore
impractical to assign revenues or earnings from the transportation of
international seaborne crude oil products by geographical area.
SEGMENT REPORTING--The Company reports financial information and evaluates
its operations by charter revenues and not by the length of ship employment for
its customers, i.e., spot or time charters. The Company does not have discrete
financial information to evaluate the operating results for each such type of
charter. Although revenue can be identified for these types of charters,
management can not and does not identify expenses, profitability or other
financial information for these charters. As a result, management, including the
chief operating decision makers, reviews operating results solely by revenue per
day and operating results of the fleet and thus the Company has determined that
it operates under one reportable segment.
PRINCIPLES OF CONSOLIDATION--The accompanying consolidated financial
statements include the accounts of General Maritime Corporation and its wholly
owned subsidiaries. All intercompany accounts and transactions have been
eliminated on consolidation.
REVENUE AND EXPENSE RECOGNITION--Revenue and expense recognition policies
for voyage and time charter agreements are as follows:
VOYAGE CHARTERS--Voyage revenues, voyage expenses and direct vessel
expenses relating to voyage or spot market charters are recognized on a pro
rata basis based on the relative transit time in each period. Voyage
expenses primarily include only those specific costs which are borne by the
Company in connection with voyage charters which would otherwise have been
borne by the charterer under time charter agreements. These expenses
principally consist of fuel and port charges. Demurrage income represents
payments by the charterer to the vessel owner when
F-21
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
loading and discharging time exceed the stipulated time in the voyage
charter. Demurrage income is recognized in accordance with the provisions of
the respective charter agreements and the circumstances under which
demurrage claims arise. Demurrage income was not material in any of the
periods presented.
TIME CHARTERS--Revenue from time charters are recognized on a straight
line basis over the term of the respective time charter agreement. Direct
vessel expenses are recognized when incurred.
OTHER EXPENSES--Other expenses is comprised entirely of time charterer
termination costs. During the year the Company incurred costs of approximately
$5,272 to terminate three time charter agreements. The Company terminated these
agreements in order to charter the respective vessels on more profitable terms.
No charter agreements were terminated during 1999 and 1998.
RESTRICTED CASH--Certain of the Company's subsidiaries are required to make
monthly transfers into separate bank accounts to be used to pay interest and
principal on their senior and junior loan facilities.
VESSELS, NET--Vessels, net is stated at cost less accumulated depreciation.
Vessels are depreciated on a straight-line basis over their estimated useful
lives determined to be 25 years from date of initial delivery from the shipyard.
Depreciation is based on cost less the estimated residual scrap value.
OTHER FIXED ASSETS, NET--Other fixed assets, net is stated at cost less
accumulated depreciation. The costs of significant renewals and betterments are
capitalized and depreciated; expenditures for maintenance and repairs are
expensed as incurred. Depreciation is computed using the straight-line method
over the following estimated useful lives:
DESCRIPTION USEFUL LIVES
----------- ------------
Furniture, fixtures and other equipment..................... 10 years
Vessel equipment............................................ 5 years
Computer equipment.......................................... 4 years
RECOVERABILITY OF LONG-LIVED ASSETS--The Company evaluates the carrying
amounts and periods over which long-lived assets are depreciated to determine if
events have occurred which would require modification to the carrying values or
the useful lives. In evaluating useful lives and carrying values of long-lived
assets, the Company reviews certain indicators of potential impairment, such as
undiscounted projected cash flows, appraisals, business plans and overall market
conditions. In the event that an impairment occurs, the fair value of the
related asset would be determined and the Company would record a charge to
operations calculated by comparing the asset's carrying value to the estimated
fair value. The Company estimates fair value primarily through the use of third
party valuations performed on an individual vessel basis.
DEFERRED DRYDOCK COSTS--Approximately every 30 to 60 months the Company's
vessels are required to be drydocked for major repairs and maintenance, which
cannot be performed while the vessels are operating. The Company capitalizes
drydock costs when drydocks occur and amortizes such costs ratably over the
period between drydocks. Amortization of drydock costs is reported with
depreciation and amortization in the statement of operations.
F-22
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INCOME TAXES--As noted in the description of the recapitalization plan in
Note 1, the Company comprises various limited partnerships, which owned the
respective vessels, and the old General Maritime Corporation, which was a
Subchapter S Corporation. As a result, no provision for federal income tax for
prior years is included in the financial statements of the Company. The various
limited partnerships were generally treated as partnerships for US federal
income tax purposes and, accordingly, pursuant to section 701 of the Internal
Revenue Code were not subject to federal income taxes. The Subchapter S
Corporation was also not subject to federal income taxes; however, it was
subject to various state and local taxes which were not material for any of the
periods presented.
The Company is a Marshall Islands corporation. Pursuant to various tax
treaties and pursuant to the U.S. Internal Revenue Code, the Company does not
believe its operations prospectively will be subject to income taxes in the
United States.
DEFERRED REVENUE--Deferred revenue primarily relates to cash received from
charterers prior to it being earned. These amounts are recognized as income in
the appropriate future periods.
COMPREHENSIVE INCOME--The Company has no components of comprehensive income
and, as a result, comprehensive income is equal to net income for all the
periods presented.
ACCOUNTING ESTIMATES--The preparation of financial statements 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 at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
EARNINGS PER SHARE--Basic earnings/(loss) per share are computed by dividing
net income/(loss) by the weighted average number of common shares outstanding
during the year. Diluted income/(loss) per share reflects the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised. There were no dilutive securities outstanding during the years
presented.
FAIR VALUE OF FINANCIAL INSTRUMENTS--The estimated fair values of the
Company's financial instruments approximate their individual carrying amounts as
of December 31, 2000 and 1999 due to their short-term maturity or the
variable-rate nature of the respective borrowings.
DERIVATIVE FINANCIAL INSTRUMENTS--To manage its exposure to fluctuating
interest rates, the Company uses interest rate swap agreements. Interest rate
differentials to be paid or received under these agreements are accrued and
recognized as an adjustment of interest expense related to the designated debt.
The fair values of interest rate swap agreements and changes in fair value are
not recognized in the financial statements as they qualify as hedge
transactions.
Amounts receivable or payable arising at the settlement of interest rate
swaps are deferred and amortized as an adjustment to interest expense over the
period of interest rate exposure provided the designated liability continues to
exist.
RECENT ACCOUNTING PRONOUNCEMENTS--Statement of Financial Accounting
Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging
Activities, is effective for all fiscal years beginning after June 15, 2000.
SFAS 133, as amended and interpreted, establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. All derivatives,
whether designated in hedging relationships or not, will be required to be
recorded on the balance sheet at fair value. If the derivative is designated
F-23
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
in a fair-value hedge, the changes in the fair value of the derivative and the
hedged item will be recognized in earnings. If the derivative is designated in a
cash-flow hedge, changes in the fair value of the derivative will be recorded in
other comprehensive incomes (OCI) and will be recognized in the income statement
when the hedged item affects earnings. SFAS 133 defines new requirements for
designation and documentation of hedging relationships as well as ongoing
effectiveness assessments in order to use hedge accounting. For a derivative
that does not qualify as a hedge, changes in fair value will be recognized in
earnings.
The Company expects that at January 1, 2001, it will record $0 as a
cumulative transition adjustment to earnings relating to derivatives not
designated as hedges prior to adoption of SFAS 133 and to derivatives designated
in fair-value-type hedges prior to adopting SFAS 133, and ($662) in OCI as a
cumulative transition adjustment for derivatives designated in cash flow-type
hedges prior to adopting SFAS 133.
In November 1999, the United States Securities and Exchange Commission
("SEC") issued Staff Accounting Bulletin ("SAB") 101, REVENUE RECOGNITION. This
Bulletin sets forth the SEC Staff's position regarding the point at which it is
appropriate for a registrant to recognize revenue. The Company has reviewed
these criteria and believes its policy for revenue recognition to be in
accordance with SAB 101.
2. OTHER FIXED ASSETS
Other fixed assets consist of the following:
DECEMBER 31,
-------------------
2000 1999
-------- --------
Other fixed assets:
Furniture, fixtures and equipment......................... $ 197 $ 2
Vessel equipment.......................................... 1,126 971
Computer equipment........................................ 36 21
------ ----
Total cost.................................................. 1,359 994
Less accumulated depreciation............................... 385 163
------ ----
Total....................................................... $ 974 $831
====== ====
3. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
DECEMBER 31,
-------------------
2000 1999
-------- --------
Accounts payable............................................ $2,367 $4,430
Accrued expenses............................................ 1,334 800
Accrued time charter termination costs:..................... 3,000 --
------ ------
Total....................................................... $6,701 $5,230
====== ======
F-24
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
4. NOTE PAYABLE TO SHAREHOLDER
In connection with the purchase of a vessel during the third quarter of
1999, one of the Company's subsidiaries entered into a loan agreement with a
shareholder. The loan was evidenced by a note bearing interest at 10% and was
due on March 31, 2000. Interest expense under this loan was $617 and $458 for
the years ended December 31, 2000 and 1999, respectively. The loan was secured
by a pledge of a vessel, which had a net book value of $17,888 at December 31,
1999. Subsequent to December 31, 1999, one of the Company's subsidiaries
negotiated a new loan facility with a bank for the purchase of additional
vessels. In connection with obtaining this financing, the shareholder
contributed to capital the note payable of $15,000 and accrued interest of $250,
which was incurred during the year ended December 31, 2000.
5. LONG-TERM DEBT
Long-term debt consists of the following:
DECEMBER 31,
-------------------
2000 1999
-------- --------
Senior loans............................................ $223,437 $184,250
Junior loans............................................ 18,348 17,750
-------- --------
241,785 202,000
Less current portion of long-term debt.................. 33,050 20,450
-------- --------
Long-term debt.......................................... $208,735 $181,550
======== ========
The Company financed the acquisition of its vessels through 12 loan
facilities entered into by the subsidiaries of the Company. These loan
facilities are grouped in seven packages, five of which consist of both senior
and junior loan facilities and two of which consist of only senior loan
facilities. The senior loans are payable in quarterly or monthly installments
and have balloon payments at their expirations, which are generally five years
from the date of issuance. Interest rates under the senior loan facilities are
adjusted quarterly and range from 1.125% to 2.0% above the London Interbank
Offered Rate ("LIBOR"). The junior loan facilities are payable in a single
balloon payment five years from the respective issuance dates. Interest is
payable quarterly at 3.0% above LIBOR.
Interest rates during 2000 ranged from 7.2% to 9.2% and 9.1% to 10.0% under
the senior and junior loan facilities, respectively. Interest rates during 1999
ranged from 6.1% to 8.6% and from 8.0% to 9.2% under the senior and junior loan
facilities, respectively. Interest rates during 1998 ranged from 6.3% to 7.7%
and 8.2% to 8.9% under the senior and junior loan facilities, respectively.
Interest expense under these loan facilities was $19,414, $15,404 and $14,316,
the years ended December 31, 2000, 1999 and 1998, respectively.
The Company's obligations under the loan facility agreements are secured by
one or more of the following: (i) a mortgage on the vessel financed through the
applicable loan facility; (ii) pledges of shares of capital stock of the
subsidiaries; and (iii) a lien on some or all of the assets of the subsidiary
party to the loan facility agreement. Several of the Company's loan facilities
are collateralized by more than one vessel. Vessels pledged as security under
the loan facility agreements had a net book value of $392,230 and $311,086 at
December 31, 2000 and 1999, respectively.
The loan facility agreements contain, among other things, restrictive
covenants requiring minimum levels of working capital, maintenance of collateral
market values and mandatory prepayments. Certain
F-25
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. LONG-TERM DEBT (CONTINUED)
of the Company's subsidiaries are required to make monthly transfers into
separate bank accounts to be used to pay interest and principal on the senior
and junior loan facilities. These amounts are classified as restricted cash in
the balance sheet as of December 31, 2000 and 1999. The loan facility agreements
also contain, among other things, prohibitions against additional borrowings,
guarantees and payments of dividends.
As of December 31, 2000, the Company obtained written waivers from the
respective lenders for defaults under some loan facility agreements. In
addition, some of the covenants of the Company's loan facility agreements were
amended to reduce working capital and other requirements. The Company does not
currently expect that it will violate any of the covenants of its loan facility
agreements through January 1, 2002. The noncurrent portion of debt outstanding
with respect to these loan facilities is $63,498.
Aggregate maturities without any mandatory prepayments, under the loan
facilities during the next five years from December 31, 2000 are the following:
The Company has entered into interest rate swap agreements to manage
interest costs and the risk associated with changing interest rates. The Company
had outstanding ten interest rate swap agreements with foreign banks at December
31, 2000 and 1999. The 2000 agreements effectively fix the Company's interest
rate exposure on its senior and junior loan facilities, which are based on LIBOR
to fixed rates ranging from 6.2% to 7.0% for the senior loan facilities, and
6.3% to 7.0% for the junior loan facilities. The 1999 agreements effectively fix
the Company's interest rate exposure on its senior and junior loan facilities,
which are based on LIBOR to fixed rates ranging from 6.1% to 6.3% for the senior
loan facilities, and 6.3% to 6.4% for the junior loan facilities. The
differential to be paid or received is recognized as an adjustment to interest
expense as incurred. The swap agreements mature on or before the loan facilities
which they hedge. The changes in the notional principal amounts of the swaps of
December 31, 2000 and 1999 are as follows:
DECEMBER 31,
-------------------
2000 1999
-------- --------
Notional principal amount, beginning of year............ $103,750 $122,600
Maturity of swaps....................................... 18,300 18,850
-------- --------
Notional principal amount, end of period................ $ 85,450 $103,750
======== ========
The Company would have paid (received) approximately $662 and ($608) to
settle all outstanding swap agreements based upon their aggregate fair values as
of December 31, 2000 and 1999, respectively. This fair value is based upon
estimates received from financial institutions.
F-26
GENERAL MARITIME CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
5. LONG-TERM DEBT (CONTINUED)
Interest income (expense) pertaining to interest rate swaps for the years
ended December 31, 2000, 1999 and 1998 was $141, ($1,102) and ($867),
respectively.
6. REVENUE FROM TIME CHARTERS
Total revenue earned on time charters for the years ended December 31, 2000,
1999 and 1998 was $41,512, $35,230 and $36,646, respectively. Future minimum
time charter revenue, based on vessels committed to noncancelable time charter
contracts at December 31, 2000 is:
YEAR ENDED DECEMBER 31,
-----------------------
2001........................................................ $35,641
2002........................................................ 17,889
2003........................................................ 7,928
Thereafter.................................................. --
-------
$61,458
=======
7. SIGNIFICANT CUSTOMERS
For the year ended December 31, 2000, the Company earned approximately
$19,376 and $14,902 from two customers which represented 14.7% and 11.3% of
voyage revenues, respectively. For the years ended December 31, 1999, and 1998,
the Company earned approximately $16,002 and $16,954, respectively, from one
customer which represent 22.4% and 27.3% of voyage revenues in the respective
periods.
8. COMMITMENTS AND CONTINGENCIES
The Company had contracts outstanding with Universe Tankships (Delaware)
Inc, Universe Tankships (Bermuda) Inc and United Overseas Tankers Ltd for
technical management of vessels. The remaining commitments under the contracts
were approximately $274, $137 and $1,380, respectively, at December 31, 2000.
9. RELATED PARTY TRANSACTIONS
The following are related party transactions not disclosed elsewhere in
these financial statements:
The Company rents office space as its principal executive offices in a
building currently leased by GenMar Realty LLC, a company wholly owned by Peter
C. Georgiopoulos, the Chairman and Chief Executive Officer of the Company. There
is no lease agreement between the Company and GenMar Realty LLC. The Company
currently pays an occupancy fee on a month to month basis. For the period from
April 1, 2000 to December 31, 2000, the Company expensed $495 for occupancy
fees, of which $196 represents unpaid occupancy fees and is included in accounts
payable at December 31, 2000.
Included in prepaid expenses and other current assets are net advances to
the Chairman and Chief Executive Officer, Peter C. Georgiopoulos, which amounted
to $486 at December 31, 2000. Included in accounts payable are net advances from
the Chairman and Chief Executive Officer, Peter C. Georgiopoulos, which amounted
to $172 and $84 for the years ended December 31, 1999, and 1998, respectively.
******
F-27
8,000,000 SHARES
[LOGO]
GENERAL MARITIME CORPORATION
COMMON STOCK
PROSPECTUS
, 2001
LEHMAN BROTHERS
ABN AMRO ROTHSCHILD LLC
JEFFERIES & COMPANY, INC.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS.
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale of the common stock being registered. There are no underwriting commissions
or fees in connection with the offering. All the amounts shown are estimates
except for the SEC registration fee and New York Stock Exchange listing fee.
SEC registration fee........................................ $ 45,310
NASD filing fee............................................. 17,980
Accounting fees and expenses................................ 1,250,000
New York Stock Exchange listing fee......................... 95,100
Legal fees and expenses..................................... 1,350,000
Printing and engraving expenses............................. 250,000
Blue Sky fees and expenses.................................. 1,000
Directors and officers' insurance........................... 400,000
Transfer agent and registrar fees and expenses.............. 5,000
Miscellaneous............................................... 85,610
----------
Total..................................................... $3,500,000
==========
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We are a Marshall Islands corporation. The Marshall Islands Business
Corporations Act ("MIBCA") provides that Marshall Islands corporations may
indemnify any of their directors or officers who are or are threatened to be a
party to any legal action resulting from fulfilling their duties to the
corporation against reasonable expenses, judgments and fees (including
attorneys' fees) incurred in connection with such action if the director or
officer acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of no contest, or its equivalent,
will not create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was unlawful. However,
no indemnification will be permitted in cases where it is determined that the
director or officer was liable for negligence or misconduct in the performance
of his duty to the corporation, unless the court in which such action was
brought determines that the person is fairly and reasonably entitled to
indemnity, and then only for the expenses that the court deems proper. A
corporation is permitted to advance payment for expenses occurred in defense of
an action if its board of directors decides to do so. In addition, Marshall
Islands corporations may purchase and maintain insurance on behalf of any person
who is or was a director or officer of the corporation against any liability
asserted against him and incurred by him in such capacity whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of the MIBCA.
Our articles of incorporation and bylaws provide that we will indemnify our
directors and officers to the fullest extent permitted under the MIBCA. The SEC
has informed us that, to the extent that indemnification for liabilities arising
under U.S. federal securities laws may be permitted to directors or officers
under the MIBCA or our articles of incorporation or bylaws, such indemnification
is against public policy and thus unenforceable.
II-1
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with our recapitalization prior to or at the consummation of
this offering, we issued shares of our common stock to equity holders of certain
affiliated limited partnerships which owned 14 vessels, to the equity holders of
five special purpose entities which owned five vessels, to escrow agents to hold
for the owners of three vessels we have agreements to acquire after the closing
of this offering and to the sole equity holder of the old General Maritime
Corporation, the corporation which provided commercial management services to 19
of the vessels. These shares were issued on the basis described in the section
of the prospectus entitled "Recapitalization and Acquisitions," and the
foregoing transactions are described in greater detail in that section.
Prior to the completion of this offering, we issued options to purchase
860,000 shares of common stock at the initial public offering price per share.
As of this offering, none of the options had been exercised.
The issuances of the above securities were considered to be exempt from
registration under the Securities Act in reliance on Section 4(2) of the
Securities Act and, in two instances, Regulation S promulgated under the
Securities Act. The issuances of shares of common stock in connection with our
recapitalization were considered to be exempt from registration under the
Securities Act as transactions by an issuer not involving a public offering or,
with respect to issuances of shares in exchange for two of the vessels we have
agreements to acquire after the closing of this offering, transactions occurring
outside the United States. The issuances of options to purchase shares of common
stock prior to completion of this offering were considered to be exempt from
registration under the Securities Act in reliance on Section 4(2). The
recipients of common stock in each of these transactions represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the share certificates and other instruments issued in these
transactions. All recipients either received adequate information about us or
had access, through employment or other relationships, to such information.
II-2
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a)
EXHIBIT
NUMBER(1) DESCRIPTION
--------- ------------------------------------------------------------
1.1 Form of Underwriting Agreement. (5)
2.1 Plan of Recapitalization. (5)
2.2 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Ajax Limited Partnership, the
limited partners of Ajax Limited Partnership, Genmar Ajax
Ltd., Peter C. Georgiopoulos, Genmar Ajax Corporation and
GMC Administration Ltd. (3)
2.3 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Ajax II, L.P., the limited
partners of Ajax II, L.P., Ajax II LLC, Peter C.
Georgiopoulos, Genmar Ajax II Corporation and GMC
Administration Ltd. (3)
2.4 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Boss, L.P., the limited
partners of Boss, L.P., Genmar Boss Ltd., Peter C.
Georgiopoulos, Genmar Boss Corporation and GMC
Administration Ltd. (3)
2.5 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., General Maritime I, L.P., the
limited partners of General Maritime I, L.P., General
Maritime I Corporation, Peter C. Georgiopoulos, Genmar
Maritime I Corporation and GMC Administration Ltd., and
amendment thereto. (5)
2.6 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., General Maritime II, L.P., the
limited partners of General Maritime II, L.P., General
Maritime II Corporation, Peter C. Georgiopoulos, Genmar
Maritime II Corporation and GMC Administration Ltd. (3)
2.7 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Harriet, L.P., the limited
partners of Harriet, L.P., General Maritime III Corporation,
Peter C. Georgiopoulos, Genmar Harriet Corporation and GMC
Administration Ltd. (3)
2.8 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd. and Pacific Tankship, L.P., the
limited partners of Pacific Tankship, L.P., Genmar Pacific
Ltd., Peter C. Georgiopoulos, Genmar Pacific Corporation and
GMC Administration Ltd. (3)
2.9 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Genmar Alexandra, LLC, Genmar
II, LLC, Equili Company, L.P., Equili Company, LLC, Equili
Company II, L.P. and Equili Company II, LLC. (3)
2.10 Vessel Contribution Agreement, dated May 25, 2001, between
General Maritime Ship Holdings Ltd. and Blystad Shipholding
Inc., Liberia. (3)
2.11 Memorandum of Agreement, dated April 26, 2001, between
Blystad Shipholding Inc., Liberia and General Maritime Ship
Holdings Ltd. (3)
2.12 Memorandum of Agreement, dated April 26, 2001, between
Blystad Shipholding Inc., Liberia and General Maritime Ship
Holdings Ltd. (3)
2.13 Vessel Contribution Agreement, dated May 25, 2001, between
General Maritime Ship Holdings Ltd. and KS Stavanger
Prince. (3)
2.14 Memorandum of Agreement, dated May 4, 2001, between
KS Stavanger Prince and General Maritime Ship Holdings
Ltd. (3)
2.15 Letter Agreement, dated May 25, 2001, between General
Maritime Ship Holdings Ltd. and Peter C. Georgiopoulos
relating to the acquisition of the old General Maritime
Corporation. (3)
II-3
EXHIBIT
NUMBER(1) DESCRIPTION
--------- ------------------------------------------------------------
3.1 Amended and Restated Articles of Incorporation of General
Maritime Ship Holdings Ltd. (5)
3.2 Articles of Amendment to Amended and Restated Articles of
Incorporation, changing name from General Maritime Ship
Holdings Ltd. to General Maritime Corporation (5).
3.3 Amended and Restated By-laws of General Maritime Ship
Holdings Ltd. (5)
4.1 Form of Common Stock Certificate of General Maritime
Corporation. (4)
4.2 Form of Registration Rights Agreement. (3)
5.1 Opinion of Dennis J. Reeder, Esq. regarding the validity of
the common stock being issued. (2)
8.1 Opinion of Kramer Levin Naftalis & Frankel LLP regarding
U.S. tax matters. (4)
8.2 Opinion of Dennis J. Reeder, Esq. regarding Republic of
Marshall Islands tax matters. (4)
10.1 Escrow Agreement, dated June 11, 2001, between General
Maritime Ship Holdings Ltd., the Recipients and Partnerships
listed therein and Mellon Investor Services LLC. (5)
10.2 Senior Facility Agreement, dated May 15, 1997, between
General Maritime I, L.P., Christiania Bank og KreditKasse
ASA, New York Branch ("Christiania") and Union Bank of
Norway ("Union Bank").
10.3 Junior Facility Agreement, dated May 15, 1997, between
General Maritime I, L.P. and Christiania.
10.4 First Preferred mortgage, dated May 20, 1997, made by Alta
Ltd. in favor of Christiania.
10.5 Senior Facility Agreement, dated August 6, 1997, between
Nord Ltd., Christiania and Union Bank.
10.6 Junior Facility Agreement, dated August 6, 1997, between
Nord Ltd. and Christiania.
10.7 First Preferred Mortgage, dated August 7, 1997, between Nord
Ltd. and Christiania, as assigned and amended on September
8, 1997.
10.8 Senior Facility Agreement, dated September 30, 1997, between
Harriet Ltd., Christiania and Union Bank.
10.9 Junior Facility Agreement, dated September 30, 1997, between
Harriet Ltd. and Christiania.
10.10 First Preferred Mortgage, dated September 30, 1997, between
Harriet Ltd. and Christiania, as assigned and amended on
September 8, 1997.
10.11 First Preferred Mortgage Amendment, dated September 29,
2000, between Harriet Ltd. and Christiania.
10.12 Senior Facility Agreement, dated October 27, 1997, between
Pacific Tankship Ltd., Christiania, Union Bank and
Skandinaviska Enskilda Banken AB ("Skandinaviska").
10.13 Junior Facility Agreement, dated October 27, 1997, between
Pacific Tankship Ltd. and Christiania.
10.14 Senior Facility Agreement, dated October 30, 1997, among
Boss Ltd., Stavanger Sun Ltd., Christiania, Union Bank and
Skandinaviska.
10.15 Junior Facility Agreement, dated October 30, 1997, among
Boss Ltd., Stavanger Sun Ltd. and Christiania.
II-4
EXHIBIT
NUMBER(1) DESCRIPTION
--------- ------------------------------------------------------------
10.16 Amendment Agreement, dated December 1999, relating to Senior
Facility Agreement, among Boss Ltd., Stavanger Sun Ltd. and
Christiania.
10.17 Amendment Agreement, dated December 1999, relating to Junior
Facility Agreement, among Boss Ltd., Stavanger Sun Ltd. and
Christiania.
10.18 Amendment Agreement, dated February 2000, relating to Senior
Facility Agreement, Junior Facility Agreement and other
documents, among Boss Ltd., Stavanger Sun Ltd., Christiania
and others.
10.19 Amendment Agreement, dated March 2000, relating to Senior
Facility Agreement, Junior Facility Agreement and other
documents, among Boss Ltd., Stavanger Sun Ltd., Christiania
and others.
10.20 First Preferred Mortgage, dated March 15, 2000, made by
Stavanger Sun Ltd. in favor of Christiania.
10.21 Second Preferred Mortgage, dated March 15, 2000, made by
Stavanger Sun Ltd. in favor of Christiania.
10.22 First Preferred Mortgage, dated February 17, 2000, made by
Boss Ltd. in favor of Christiania.
10.23 Second Preferred Mortgage, dated February 17, 2000, made by
Boss Ltd. in favor of Christiania.
10.24 Amended and Restated Credit Agreement, dated February 9,
1999, among Genmar Constantine Ltd., Genmar Agamemnon Ltd.,
Genmar Minotaur Ltd., Genmar Minotaur Ltd. (collectively,
the "Ajax SPVs"), Ajax Limited Partnership (together with
the Ajax SPVs, the "Ajax Loan Parties"), Christiania,
Skandinaviska, Union Bank and De National
Investeringsbank N.V.
10.25 Form of First Preferred Mortgage, dated May 15, 1998, made
by each of the Ajax SPVs in favor of Christiania, as amended
on February , 1999.
10.26 Share Mortgage, dated February 9, 1999, between Ajax Limited
Partnership and Christiania.
10.27 Form of $300,000,000 Credit Agreement dated June , 2001
among General Maritime Ship Holdings Ltd., Christiania and
other lenders. (4)
10.28 Management Rights Agreement dated June 11, 2001 between
General Maritime Corporation and OCM Principal Opportunities
Fund, L.P. (4)
10.29 Credit Agreement, dated June 23, 2000, among Genmar Gabriel
Ltd., Genmar Zoe Ltd., Genmar Macedon Ltd., Genmar Spartiate
Ltd. (collectively, the "Ajax II SPVs"), Ajax II, L.P.,
Christiania, Deutsche Shiffsbank Aktiengesellschaft,
Hamburghische Landesbank-Girozentrale and Vereins-Und
Westbank AG.
10.30 First Preferred Ship Mortgage, dated June 23, 2000, made by
Genmar Macedon Ltd., Genmar Spartiate Ltd. and Genmar Zoe
Ltd. in favor of Christiania.
10.31 Deed of Covenants to Accompany a First Priority Statutory
Mortgage of a Ship, dated June 23, 2000, made by Genmar
Gabriel Ltd. in favor of Christiania.
10.32 Share Mortgage, dated June 23, 2000, between Ajax II, L.P.
and Christiania.
10.33 Form of General Maritime Corporation 2001 Stock Incentive
Plan. (4)
10.34 Stock Purchase Agreement dated May 25, 2001 between General
Maritime Ship Holdings Ltd. and stockholders of United
Projects Shipping & Financial Inc. (3)
10.35 Memorandum of Agreement dated May 7, 2001, between Scanobo
Endurance Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.36 Memorandum of Agreement dated May 7, 2001, between Scanobo
Trader Shipping Corp., Monrovia and General Maritime
Corporation. (3)
II-5
EXHIBIT
NUMBER(1) DESCRIPTION
--------- ------------------------------------------------------------
10.37 Memorandum of Agreement dated May 7, 2001, between Scanobo
Challenger Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.38 Memorandum of Agreement dated May 7, 2001, between Scanobo
Trust Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.39 Memorandum of Agreement dated May 7, 2001, between Scanobo
Champion Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.40 Memorandum of Agreement dated May 7, 2001, between Scanobo
Spirit Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.41 Memorandum of Agreement dated May 7, 2001, between Scanobo
Star Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.42 Form of Waiver and Contribution Agreement. (3)
10.43 Form of Indemnification Agreement, to be entered into
between the General Maritime Ship Holdings Ltd. and each of
Peter C. Georgiopoulos, Stephen Kaplan and Mark Polzin. (4)
10.44 Reserved.
10.45 Reserved.
10.46 Employment Agreement, dated June , 2001 between General
Maritime Ship Holdings Ltd., and Peter C.
Georgiopoulous. (4)
10.47 Employment Agreement, dated June , 2001 between General
Maritime Ship Holdings Ltd. and John P. Tavlarios. (4)
10.48 Employment Agreement, dated June , 2001 between General
Maritime Ship Holdings Ltd. and James C. Christodoulou. (4)
10.49 Employment Agreement, dated June , 2001 between General
Maritime Ship Holdings Ltd. and John C. Georgiopoulous. (5)
10.50 Form of Release Agreement. (4)
10.51 Form of Outside Director Stock Option Grant
Certificate. (5)
10.52 Incentive Stock Option Grant Certificate dated June , 2001
between General Maritime Corporation and Peter C.
Georgiopoulos. (5)
10.53 Incentive Stock Option Grant Certificate dated June , 2001
between General Maritime Corporation and John P.
Tavlarios. (5)
10.54 Incentive Stock Option Grant Certificate dated June , 2001
between General Maritime Corporation and James C.
Christodoulou. (5)
10.55 Incentive Stock Option Grant Certificate dated June , 2001
between General Maritime Corporation and John C.
Georgiopoulos. (5)
10.56 Form of Incentive Stock Option Grant Certificate. (4)
10.57 Commitment Letter, dated May 25, 2001, between General
Maritime Ship Holdings Ltd. and Christiania, related to
$165,000,000 Credit Agreement. (5)
10.58 Form of First Preferred Ship Mortgage on Marshall Islands
Flag Vessel, related to $300,000,000 Credit Agreement. (5)
10.59 Form of First Preferred Ship Mortgage on Liberian Flag
Vessel, related to $300,000,000 Credit Agreement. (5)
10.60 Form of Deed of Covenants to accompany a First Preferred
Statutory Mortgage on Malta Flag Vessel, related to
$300,000,000 Credit Agreement. (5)
10.61 Form of Deed of Covenants to accompany a First Preferred
Statutory Mortgage on Norwegian Flag Vessel, related to
$300,000,000 Credit Agreement. (5)
10.62 Form of Insurance Assignment, related to $300,000,000 Credit
Agreement. (5)
10.63 Form of Earnings Assignment, related to $300,000,000 Credit
Agreement. (5)
II-6
EXHIBIT
NUMBER(1) DESCRIPTION
--------- ------------------------------------------------------------
10.64 Form of Master Vessel and Collateral Trust Agreement,
related to $300,000,000 Credit Agreement. (5)
10.65 Form of Subsidiaries Guaranty, related to $300,000,000
Credit Agreement. (5)
10.66 Form of Pledge and Security Agreement, related to
$300,000,000 Credit Agreement. (5)
16.1 Letter dated November 10, 2000, from Ernst & Young LLP
regarding change in Certifying Accountants.
21.1 Subsidiaries of General Maritime Corporation. (5)
23.1 Consent of Ernst & Young LLP. (2)
23.2 Consent of Deloitte & Touche LLP. (2)
23.3 Consent of Kramer Levin Naftalis & Frankel LLP (included in
its opinion filed as Exhibit 8.1).
23.4 Consent of Dennis J. Reeder, Esq. (included in his opinion
filed as Exhibit 5.1).
23.5 Consent of Clarkson Research Studies. (2)
24.1 Powers of Attorney (3).
(1) Unless otherwise noted herein, each exhibit was filed with our Form S-1
filed with the Securities and Exchange Commission on November 13, 2000.
(2) Filed herewith.
(3) Filed with our Form S-1/A filed with the Securities and Exchange Commission
on May 25, 2001.
(4) Filed with our Form S-1/A filed with the Securities and Exchange Commission
on June 6, 2001.
(5) Filed with our Form S-1/A filed with the Securities and Exchange Commission
on June 12, 2001.
II-7
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.
Insofar as the indemnification for liabilities arising under the Securities
Act may be permitted as to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14, or otherwise, the
registrant has been advised that in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suite or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, the information omitted from
the form of Prospectus filed as part of this Registration Statement in reliance
upon Rule 430A and contained in a form of Prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was declared
effective. For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, General Maritime
Corporation has duly caused this Amendment No. 6 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, the State of New York, on the 12th day of June, 2001.
GENERAL MARITIME CORPORATION
By: /s/ PETER C. GEORGIOPOULOS
-----------------------------------------
Name: Peter C. Georgiopoulos
Title: Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PETER C. GEORGIOPOULOS Chairman, Chief Executive
------------------------------------------- Officer and Director June 12, 2001
Peter C. Georgiopoulos (Principal Executive Officer)
/s/ JOHN P. TAVLARIOS
------------------------------------------- President, Chief Operating June 12, 2001
John P. Tavlarios Officer and Director
Vice President, Chief Financial
/s/ JAMES C. CHRISTODOULOU Officer and Secretary
------------------------------------------- (Principal Financial and June 12, 2001
James C. Christodoulou Accounting Officer)
*
------------------------------------------- Director June 12, 2001
Sir Peter G. Cazalet
/s/ WILLIAM J. CRABTREE
------------------------------------------- Director June 12, 2001
William J. Crabtree
/s/ REX W. HARRINGTON
------------------------------------------- Director June 12, 2001
Rex W. Harrington
/s/ STEPHEN A. KAPLAN
------------------------------------------- Director June 12, 2001
Stephen A. Kaplan
/s/ PETER S. SHAERF
------------------------------------------- Director June 12, 2001
Peter S. Shaerf
* By: /s/ PETER C. GEORGIOPOULOS
--------------------------------------
Peter C. Georgiopoulos
ATTORNEY-IN-FACT
II-9
INDEX TO EXHIBITS
(A) EXHIBIT
NUMBER(1) DESCRIPTION
----------- ------------------------------------------------------------
1.1 Form of Underwriting Agreement. (5)
2.1 Plan of Recapitalization. (5)
2.2 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Ajax Limited Partnership, the
limited partners of Ajax Limited Partnership, Genmar Ajax
Ltd., Peter C. Georgiopoulos, Genmar Ajax Corporation and
GMC Administration Ltd. (3)
2.3 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Ajax II, L.P., the limited
partners of Ajax II, L.P., Ajax II LLC, Peter C.
Georgiopoulos, Genmar Ajax II Corporation and GMC
Administration Ltd. (3)
2.4 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Boss, L.P., the limited
partners of Boss, L.P., Genmar Boss Ltd., Peter C.
Georgiopoulos, Genmar Boss Corporation and GMC
Administration Ltd. (3)
2.5 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., General Maritime I, L.P., the
limited partners of General Maritime I, L.P., General
Maritime I Corporation, Peter C. Georgiopoulos, Genmar
Maritime I Corporation and GMC Administration Ltd, and
amendment thereto. (5)
2.6 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., General Maritime II, L.P., the
limited partners of General Maritime II, L.P., General
Maritime II Corporation, Peter C. Georgiopoulos, Genmar
Maritime II Corporation and GMC Administration Ltd. (3)
2.7 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Harriet, L.P., the limited
partners of Harriet, L.P., General Maritime III Corporation,
Peter C. Georgiopoulos, Genmar Harriet Corporation and GMC
Administration Ltd. (3)
2.8 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd. and Pacific Tankship, L.P., the
limited partners of Pacific Tankship, L.P., Genmar Pacific
Ltd., Peter C. Georgiopoulos, Genmar Pacific Corporation and
GMC Administration Ltd. (3)
2.9 Contribution Agreement, dated May 25, 2001, among General
Maritime Ship Holdings Ltd., Genmar Alexandra, LLC, Genmar
II, LLC, Equili Company, L.P., Equili Company, LLC, Equili
Company II, L.P. and Equili Company II, LLC. (3)
2.10 Vessel Contribution Agreement, dated May 25, 2001, between
General Maritime Ship Holdings Ltd. and Blystad Shipholding
Inc., Liberia. (3)
2.11 Memorandum of Agreement, dated April 26, 2001, between
Blystad Shipholding Inc., Liberia and General Maritime Ship
Holdings Ltd. (3)
2.12 Memorandum of Agreement, dated April 26, 2001, between
Blystad Shipholding Inc., Liberia and General Maritime Ship
Holdings Ltd. (3)
2.13 Vessel Contribution Agreement, dated May 25, 2001, between
General Maritime Ship Holdings Ltd. and KS Stavanger
Prince. (3)
2.14 Memorandum of Agreement, dated May 4, 2001, between
KS Stavanger Prince and General Maritime Ship Holdings
Ltd. (3)
2.15 Letter Agreement, dated May 25, 2001, between General
Maritime Ship Holdings Ltd. and Peter C. Georgiopoulos
relating to the acquisition of the old General Maritime
Corporation. (3)
3.1 Amended and Restated Articles of Incorporation of General
Maritime Ship Holdings Ltd. (5)
(A) EXHIBIT
NUMBER(1) DESCRIPTION
----------- ------------------------------------------------------------
3.2 Articles of Amendment to Amended and Restated Articles of
Incorporation, changing name from General Maritime Ship
Holdings Ltd. to General Maritime Corporation. (5)
3.3 Amended and Restated By-laws of General Maritime Ship
Holdings Ltd. (5)
4.1 Form of Common Stock Certificate of General Maritime
Corporation. (4)
4.2 Form of Registration Rights Agreement. (3)
5.1 Opinion of Dennis J. Reeder, Esq. regarding the validity of
the common stock being issued. (2)
8.1 Opinion of Kramer Levin Naftalis & Frankel LLP regarding
U.S. tax matters. (4)
8.2 Opinion of Dennis J. Reeder, Esq. regarding Republic of
Marshall Islands tax matters. (4)
10.1 Escrow Agreement, dated June 11, 2001, between General
Maritime Ship Holdings Ltd., the Recipients and Partnerships
listed therein and Mellon Investor Services LLC. (5)
10.2 Senior Facility Agreement, dated May 15, 1997, between
General Maritime I, L.P., Christiania Bank og KreditKasse
ASA, New York Branch ("Christiania") and Union Bank of
Norway ("Union Bank").
10.3 Junior Facility Agreement, dated May 15, 1997, between
General Maritime I, L.P. and Christiania.
10.4 First Preferred mortgage, dated May 20, 1997, made by Alta
Ltd. in favor of Christiania.
10.5 Senior Facility Agreement, dated August 6, 1997, between
Nord Ltd., Christiania and Union Bank.
10.6 Junior Facility Agreement, dated August 6, 1997, between
Nord Ltd. and Christiania.
10.7 First Preferred Mortgage, dated August 7, 1997, between Nord
Ltd. and Christiania, as assigned and amended on September
8, 1997.
10.8 Senior Facility Agreement, dated September 30, 1997, between
Harriet Ltd., Christiania and Union Bank.
10.9 Junior Facility Agreement, dated September 30, 1997, between
Harriet Ltd. and Christiania.
10.10 First Preferred Mortgage, dated September 30, 1997, between
Harriet Ltd. and Christiania, as assigned and amended on
September 8, 1997.
10.11 First Preferred Mortgage Amendment, dated September 29,
2000, between Harriet Ltd. and Christiania.
10.12 Senior Facility Agreement, dated October 27, 1997, between
Pacific Tankship Ltd., Christiania, Union Bank and
Skandinaviska Enskilda Banken AB ("Skandinaviska").
10.13 Junior Facility Agreement, dated October 27, 1997, between
Pacific Tankship Ltd. and Christiania.
10.14 Senior Facility Agreement, dated October 30, 1997, among
Boss Ltd., Stavanger Sun Ltd., Christiania, Union Bank and
Skandinaviska.
10.15 Junior Facility Agreement, dated October 30, 1997, among
Boss Ltd., Stavanger Sun Ltd. and Christiania.
10.16 Amendment Agreement, dated December 1999, relating to Senior
Facility Agreement, among Boss Ltd., Stavanger Sun Ltd. and
Christiania.
10.17 Amendment Agreement, dated December 1999, relating to Junior
Facility Agreement, among Boss Ltd., Stavanger Sun Ltd. and
Christiania.
(A) EXHIBIT
NUMBER(1) DESCRIPTION
----------- ------------------------------------------------------------
10.18 Amendment Agreement, dated February 2000, relating to Senior
Facility Agreement, Junior Facility Agreement and other
documents, among Boss Ltd., Stavanger Sun Ltd., Christiania
and others.
10.19 Amendment Agreement, dated March 2000, relating to Senior
Facility Agreement, Junior Facility Agreement and other
documents, among Boss Ltd., Stavanger Sun Ltd., Christiania
and others.
10.20 First Preferred Mortgage, dated March 15, 2000, made by
Stavanger Sun Ltd. in favor of Christiania.
10.21 Second Preferred Mortgage, dated March 15, 2000, made by
Stavanger Sun Ltd. in favor of Christiania.
10.22 First Preferred Mortgage, dated February 17, 2000, made by
Boss Ltd. in favor of Christiania.
10.23 Second Preferred Mortgage, dated February 17, 2000, made by
Boss Ltd. in favor of Christiania.
10.24 Amended and Restated Credit Agreement, dated February 9,
1999, among Genmar Constantine Ltd., Genmar Agamemnon Ltd.,
Genmar Minotaur Ltd., Genmar Minotaur Ltd. (collectively,
the "Ajax SPVs"), Ajax Limited Partnership (together with
the Ajax SPVs, the "Ajax Loan Parties"), Christiania,
Skandinaviska, Union Bank and De National
Investeringsbank N.V.
10.25 Form of First Preferred Mortgage, dated May 15, 1998, made
by each of the Ajax SPVs in favor of Christiania, as amended
on February , 1999.
10.26 Share Mortgage, dated February 9, 1999, between Ajax Limited
Partnership and Christiania.
10.27 Form of $300,000,000 Credit Agreement dated June , 2001
among General Maritime Ship Holdings Ltd., Christiania and
other lenders (4).
10.28 Management Rights Agreement dated June 11, 2001 between
General Maritime Corporation and OCM Principal Opportunities
Fund, L.P. (4)
10.29 Credit Agreement, dated June 23, 2000, among Genmar Gabriel
Ltd., Genmar Zoe Ltd., Genmar Macedon Ltd., Genmar Spartiate
Ltd. (collectively, the "Ajax II SPVs"), Ajax II, L.P.,
Christiania, Deutsche Shiffsbank Aktiengesellschaft,
Hamburghische Landesbank-Girozentrale and Vereins-Und
Westbank AG.
10.30 First Preferred Ship Mortgage, dated June 23, 2000, made by
Genmar Macedon Ltd., Genmar Spartiate Ltd. and Genmar Zoe
Ltd. in favor of Christiania.
10.31 Deed of Covenants to Accompany a First Priority Statutory
Mortgage of a Ship, dated June 23, 2000, made by Genmar
Gabriel Ltd. in favor of Christiania.
10.32 Share Mortgage, dated June 23, 2000, between Ajax II, L.P.
and Christiania.
10.33 Form of General Maritime Corporation 2001 Stock Incentive
Plan. (4)
10.34 Stock Purchase Agreement dated May 25, 2001 between General
Maritime Ship Holdings Ltd. and stockholders of United
Projects Shipping & Financial Inc. (3)
10.35 Memorandum of Agreement dated May 7, 2001, between Scanobo
Endurance Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.36 Memorandum of Agreement dated May 7, 2001, between Scanobo
Trader Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.37 Memorandum of Agreement dated May 7, 2001, between Scanobo
Challenger Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.38 Memorandum of Agreement dated May 7, 2001, between Scanobo
Trust Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.39 Memorandum of Agreement dated May 7, 2001, between Scanobo
Champion Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.40 Memorandum of Agreement dated May 7, 2001, between Scanobo
Spirit Shipping Corp., Monrovia and General Maritime
Corporation. (3)
(A) EXHIBIT
NUMBER(1) DESCRIPTION
----------- ------------------------------------------------------------
10.41 Memorandum of Agreement dated May 7, 2001, between Scanobo
Star Shipping Corp., Monrovia and General Maritime
Corporation. (3)
10.42 Form of Waiver and Contribution Agreement. (3)
10.43 Form of Indemnification Agreement, to be entered into
between General Maritime Ship Holdings Ltd. and each of
Peter C. Georgiopoulos, Stephen Kaplan and Mark Polzin. (4)
10.44 Reserved
10.45 Reserved
10.46 Employment Agreement, dated June , 2001 between General
Maritime Ship Holdings Ltd., and Peter C.
Georgiopoulous. (4)
10.47 Employment Agreement, dated June , 2001 between General
Maritime Ship Holdings Ltd. and John P. Tavlarios. (4)
10.48 Employment Agreement, dated June , 2001 between General
Maritime Ship Holdings Ltd. and James C. Christodoulou. (4)
10.49 Employment Agreement, dated June , 2001 between General
Maritime Ship Holdings Ltd. and John C. Georgiopoulous. (5)
10.50 Form of Release Agreement. (4)
10.51 Form of Outside Director Stock Option Grant
Certificate. (5)
10.52 Incentive Stock Option Grant Certificate dated June , 2001
between General Maritime Corporation and Peter C.
Georgiopoulos. (5)
10.53 Incentive Stock Option Grant Certificate dated June , 2001
between General Maritime Corporation and John P.
Tavlarios. (5)
10.54 Incentive Stock Option Grant Certificate dated June , 2001
between General Maritime Corporation and James C.
Christodoulou. (5)
10.55 Incentive Stock Option Grant Certificate dated June , 2001
between General Maritime Corporation and John C.
Georgiopoulos. (5)
10.56 Form of Incentive Stock Option Grant Certificate. (4)
10.57 Commitment Letter, dated May 25, 2001, between General
Maritime Ship Holdings Ltd. and Christiania, related to
$165,000,000 Credit Agreement. (5)
10.58 Form of First Preferred Ship Mortgage on Marshall Islands
Flag Vessel, related to $300,000,000 Credit Agreement. (5)
10.59 Form of First Preferred Ship Mortgage on Liberian Flag
Vessel, related to $300,000,000 Credit Agreement. (5)
10.60 Form of Deed of Covenants to accompany a First Preferred
Statutory Mortgage on Malta Flag Vessel, related to
$300,000,000 Credit Agreement. (5)
10.61 Form of Deed of Covenants to accompany a First Preferred
Statutory Mortgage on Norwegian Flag Vessel, related to
$300,000,000 Credit Agreement. (5)
10.62 Form of Insurance Assignment, related to $300,000,000 Credit
Agreement. (5)
10.63 Form of Earnings Assignment, related to $300,000,000 Credit
Agreement. (5)
10.64 Form of Master Vessel and Collateral Trust Agreement,
related to $300,000,000 Credit Agreement. (5)
10.65 Form of Subsidiaries Guaranty, related to $300,000,000
Credit Agreement. (5)
10.66 Form of Pledge and Security Agreement, related to
$300,000,000 Credit Agreement. (5)
16.1 Letter dated November 10, 2000, from Ernst & Young LLP
regarding change in Certifying Accountants.
21.1 Subsidiaries of General Maritime Corporation. (5)
23.1 Consent of Ernst & Young LLP. (2)
23.2 Consent of Deloitte & Touche LLP. (2)
(A) EXHIBIT
NUMBER(1) DESCRIPTION
----------- ------------------------------------------------------------
23.3 Consent of Kramer Levin Naftalis & Frankel LLP (included in
its opinion filed as Exhibit 8.1).
23.4 Consent of Dennis J. Reeder, Esq. (included in his opinion
filed as Exhibit 5.1).
23.5 Consent of Clarkson Research Studies. (2)
24.1 Powers of Attorney. (3)
(1) Unless otherwise noted herein, each exhibit was filed with our Form S-1
filed with the Securities and Exchange Commission on November 13, 2000.
(2) Filed herewith.
(3) Filed with our Form S-1/A filed with the Securities and Exchange Commission
on May 25, 2001.
(4) Filed with our Form S-1/A filed with the Securities and Exchange Commission
on June 6, 2001.
(5) Filed with our Form S-1/A filed with the Securities and Exchange Commission
on June 12, 2001.
Exhibit 5.1
General Maritime Ship Holdings Ltd
35 West 56th Street
New York, New York 10019
June 12, 2001
RE: GENERAL MARITIME SHIP HOLDINGS LTD. (THE "COMPANY")
Ladies & Gentlemen:
I am licensed to practice law in the Republic of the Marshall Islands
(the "RMI"), under Bar Certificate No. 80, and am a member in good standing of
the Bar of the RMI. I have acted as special counsel to the Company, a MRI
non-resident domestic corporation, in connection with the Company's issuance of
common stock, par value US$0.01 per share, pursuant to its registration
statement on Form S-1, File No. 333-49814, and amended through the date hereof
(the "Registration Statement"), for the purpose of rendering an opinion that
relate to the application and interpretation of RMI law.
In connection with this opinion I have examined originals, facsimiles,
or photo copies of the Registration Statement, as amended, and the prospectus to
which such registration statement relates (the "Registration Statement").
In addition, although I have searched the statutory laws of the RMI and
have examined such certificates, records, authorizations and proceedings as I
have deemed relevant, my knowledge of factual matters will be limited to those
matters of which I have actual knowledge. The opinion hereinafter expressed is
subject to the constitutionality and continued validity of all statutes and laws
of the RMI relied upon by me in connection therewith. I express no opinion as to
matters governed by, or the effect or applicability of any laws of any
jurisdiction other than the laws of the RMI which are in effect as of the date
hereof. This opinion speaks as of the date hereof, and it should be recognized
that changes may occur after the date of this letter which may effect the
opinion set forth herein. I assume no obligation to advise the parties, their
counsel, or any other party seeking to rely upon this opinion,
of any such changes, whether or not material, or of any other matter which may
hereinafter be brought to my attention.
Based upon the above, I am of the opinion that the issuance under the
Registration Statement by the Company of 9,200,000 Shares with par value per
share of US$0.01 has been duly authorized by the Company, and upon issuance and
distribution thereof the Shares will be validly issued, fully prepaid, and
non-assessable.
I hereby authorize the addressee of this opinion to file it as an
exhibit to the Registration Statement and consent to the reference to me
under the captions "Tax Considerations" and "Legal Matters" in the prospectus
that is a part of the Registration Statement. The giving of this consent,
however, does not constitute an admission that I am an "expert" within the
meaning of Section 11 of the United States Securities Act of 1933, as
amended, or within the category of persons whose consent is required by
Section 7 of said Act.
Sincerely,
/s/ Dennis Reeder
Dennis Reeder
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report dated November 10, 2000, except for the information set
forth under "Recapitalization Plan" included in Note 1, as to which the date is
June 12, 2001, in the Registration Statement (Amendment No. 5 to Form S-1
No. 333-49814) and related Prospectus of General Maritime Corporation the
registration of 8,000,000 shares of its common stock.
/s/ ERNST & YOUNG LLP
New York, New York
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Board of Directors and Shareholders
General Maritime Corporation
New York, New York
We consent to the use in this Registration Statement of General Maritime
Corporation on Form S-1 of our report dated February 27, 2001 appearing in the
Prospectus, which is part of this Registration Statement, and to the reference
to us under the heading "Experts" in such Prospectus.
/s/ Deloitte & Touche LLP
New York, New York
June 12, 2001
EXHIBIT 23.5
June 11, 2001
General Maritime Ship Holdings Ltd.
35 West 56th Street
New York, NY 10019
Ladies and Gentlemen,
Reference is made to the prospectus (the "Prospectus") included in Amendment No.
5 to the Registration Statement on Form S-1 (File No. 333-49814) filed with the
United States Securities and Exchange Commission, relating to the registration
of common shares of General Maritime Ship Holdings Ltd. (tbr General Maritime
Corporation) (the "Company").
We hereby consent to all references to our name in the Prospectus and to the use
of the graphical and statistical information supplied by us set forth in the
sections of the Prospectus entitled "Prospectus Summary," "The Industry" and
"Business." We further hereby advise the Company that our role has been
limited to the provision of those data, graphs and tables. With respect to
the statistical data, graphs and tables supplied by us, we advise you that:
o some industry data included in this discussion is based on estimates or
subjective judgements in circumstances where data for actual market
transactions either does not exist or is not publicly available,
o the published information of other maritime data collection experts may
differ from this data, and
o while we have taken reasonable care in the compilation of the industry
statistical data, graphs and tables and believe them to be correct, data
compilation is subject to limited audit and validation procedures.
Sincerely,
CLARKSON RESEARCH STUDIES
By /s/ C. J. Tyler
-----------------------
Name: C. J. Tyler
Title: Director
Next Section
Previous Section