UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(Mark One)
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 033-79220-01
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CALPETRO TANKERS (BAHAMAS I) LIMITED
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(Exact name of Registrant as specified in its charter)
Bahamas
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(State or other jurisdiction of incorporation or organization)
Room 6/9, One International Place, Boston, Massachusetts, 02101
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(Address of principal executive offices)
Securities registered or to be registered pursuant to section 12(b) of
the Act.
Title of each class Name of each exchange on which registered
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None Not applicable
Securities registered or to be registered pursuant to section 12(g) of
the Act.
None
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Securities for which there is a reporting obligation pursuant to
section 15(d) of the Act.
None
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Indicate the number of shares outstanding of each of the registrant's
classes of capital or common stock, as of the close of the period
covered by the annual report.
Common stock: 100 shares, par value of $1 per share
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Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes [X] No [ ]
Indicate by check mark which financial statement item the registrant
has elected to follow:
Item 17 [ ] Item 18 [X]
CALPETRO TANKERS (BAHAMAS I) LIMITED
INDEX TO REPORT ON FORM 20-F
Page
PART I
Item 1. Identity of Directors, Senior Management and
Advisors...................................... Not applicable
Item 2. Offer Statistics and Expected Timetable......... Not applicable
Item 3. Key Information................................. 1
Item 4. Information on the Company...................... 5
Item 5. Operating and Financial Review and Prospects.... 14
Item 6. Directors, Senior Management and Employees...... 15
Item 7. Major Shareholders and Related Party
transactions................................... 16
Item 8. Financial Information........................... 16
Item 9. The Offer and Listing........................... 16
Item 10. Additional Information.......................... 16
Item 11. Quantitative and Qualitative
Disclosures about Market Risk................ 18
Item 12. Description of Securities Other than
Equity Securities............................ 19
PART II
Item 13. Defaults, Dividend Arrearages and
Delinquencies................................ 19
Item 14. Material Modifications to the Rights of
Security Holders and Use of Proceeds......... 19
Item 15. Reserved.......................................
Item 16. Reserved.......................................
PART III
Item 17. Financial Statements........................... Not applicable
Item 18. Financial Statements........................... 19
Item 19. Exhibits....................................... 20
Signatures.............................................. 22
PART I
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Matters discussed in this document may constitute forward-looking
statements. The Private Securities Litigation Reform Act of 1995
provides safe harbor protections for forward-looking statements in
order to encourage companies to provide prospective information about
their business. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which
are other than statements of historical facts.
CalPetro Tankers (Bahamas I) Limited desires to take advantage of the
safe harbor provisions of the Private Securities Litigation Reform Act
of 1995 and is including this cautionary statement in connection with
this safe harbor legislation. This document and any other written or
oral statements made by us or on our behalf may include
forward-looking statements, which reflect our current views with
respect to future events and financial performance. The words
"believe," "except," "anticipate," "intends," "estimate," "forecast,"
"project," "plan," "potential," "will," "may," "should," "expect" and
similar expressions identify forward-looking statements.
The forward-looking statements in this document are based upon various
assumptions, many of which are based, in turn, upon further
assumptions, including without limitation, management's examination of
historical operating trends, data contained in our records and other
data available from third parties. Although we believe that these
assumptions were reasonable when made, because these assumptions are
inherently subject to significant uncertainties and contingencies
which are difficult or impossible to predict and are beyond our
control, we cannot assure you that we will achieve or accomplish these
expectations, beliefs or projections.
In addition to these important factors and matters discussed elsewhere
herein and in the documents incorporated by reference herein,
important factors that, in our view, could cause actual results to
differ materially from those discussed in the forward-looking
statements include the strength of world economies and currencies,
general market conditions, including fluctuations in charterhire rates
and vessel values, changes in demand in the tanker market, as a result
of changes in OPEC's petroleum production levels and world wide oil
consumption and storage, changes in the company's operating expenses,
changes in governmental rules and regulations or actions taken by
regulatory authorities, potential liability from pending or future
litigation, general domestic and international political conditions,
potential disruption of shipping routes due to accidents or political
events, and other important factors described from time to time in the
reports filed by CalPetro Tankers (Bahamas I) Limited with the
Securities and Exchange Commission.
Item 1. Identity of Directors, Senior Management and Advisors
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
Selected Financial Data
The selected income statement data of the Company with respect to the
fiscal years ended December 31, 2001, 2000 and 1999, and the selected
balance sheet data at December 31, 2001 and 2000, have been derived
from the Company's audited financial statements included herein and
should be read in conjunction with such statements and the notes
thereto. The selected income statement data with respect to the years
ended December 31, 1998 and 1997 and the selected balance sheet data
at December 31, 1999, 1998 and 1997 have been derived from audited
financial statements of the Company not included herein. The following
table should also be read in conjunction with Item 5 "Operating and
financial review and prospects" and the Company's audited financial
statements and notes thereto included herein. The Company's accounts
are maintained in U.S. dollars.
Year ended December 31,
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2001 2000 1999 1998 1997
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(U.S. Dollars in thousands except per share data)
Income statement data:
Net operating revenues 4,534 4,970 5,392 5,815 6,230
Net income 83 152 187 218 283
Per share data:
Net income per share 830 1,520 1,870 2,180 2,830
Dividends per share - - - - -
Total assets 53,327 58,656 63,788 68,895 73,939
Balance sheet data:
Long term liabilities (1) 50,682 55,892 61,102 66,312 71,522
Stockholders' equity 1,585 1,502 1,350 1,163 945
(1) Includes current portion.
Risk Factors
Please note: In this section, "we", "us" and "our" all refer to the
Company.
The cyclical nature of the tanker industry may lead to volatile
changes in charter rates, which may adversely affect our earnings
Our vessel is currently operated under a bareboat charter to Chevron
Transport Corporation. The charter has a term expiring on April 1,
2015 subject to Chevron Transport Corporation's option to terminate
the charter earlier on four specified dates. Chevron Transport
Corporation has its first option to terminate its charter on April 1,
2003 and then on each of the three subsequent two-year anniversaries
thereof.
If the tanker industry, which has been cyclical, is depressed in the
future when our vessel's charter expires or is terminated, our
earnings and available cash flow may decrease. Our ability to
recharter our vessel on the expiration or termination of its current
charter and the charter rates payable under any renewal or replacement
charters will depend upon, among other things, economic conditions in
the tanker market. Fluctuations in charter rates and vessel values
result from changes in the supply and demand for tanker capacity and
changes in the supply and demand for oil and oil products.
Because our charter may first be terminated in April 2003, we may
incur additional expenses and not be able to recharter our vessel
profitably
We were incorporated in the Bahamas on May 13, 1994 together with
three other companies: CalPetro Tankers (Bahamas II) Limited and
CalPetro Tankers (Bahamas III) Limited, each of which is incorporated
in the Bahamas, and CalPetro Tankers (IOM) Limited which is
incorporated in the Isle of Man. Each of the Companies is referred to
collectively as the Companies. Each of the Companies was organized as
a special purpose company for the purpose of acquiring one of four
Suezmax oil tankers from Chevron Transport Corporation. California
Petroleum Transport Corporation, a Delaware corporation, acting as
agent on behalf of the Companies, issued as full recourse obligations
$167,500,000 Serial First Preferred Mortgage Notes and $117,900,000
8.52% First Preferred Mortgage Notes due 2015, which are referred to
collectively as the Notes. The proceeds from the sale of the Notes
were applied by way of long-term loans, being Serial Loans in respect
of the Serial First Preferred Mortgage Notes and Term Loans in respect
of the First Preferred Mortgage Notes due 2015, to the Companies to
fund the acquisition of their respective vessels from the Chevron
Transport Corporation. We were allocated $41,410,000 of the Serial
Loans and $40,262,000 of the Term Loans and acquired our vessel, the
SAMUEL GINN.
Chevron Transport Corporation has its first option to terminate its
charter on April 1, 2003 and on each of the three subsequent two-year
anniversaries thereof. Chevron Transport Corporation has the sole
discretion to exercise these options and will not owe any fiduciary or
other duty to the holders of the Notes in deciding whether to exercise
the termination options, and the charterer's decision may be contrary
to our interests or those of the holders of the Notes.
We cannot predict at this time any of the factors that the charterer
will consider in deciding whether to exercise any of its termination
options under the charter. It is likely, however, that the charterer
would consider a variety of factors, which may include whether a
vessel is surplus or suitable to the charterer's requirements and
whether competitive charterhire rates are available to the charterer
in the open market at that time.
In the event Chevron Transport Corporation does terminate our current
charter, we will attempt to arrange a replacement charter, or may sell
the vessel. Replacement charters may include shorter term time
charters and employing the vessel on the spot charter market (which is
subject to greater fluctuation than the time charter market). Any
replacement charter may bring us lower charter rates and would likely
require us to incur greater expenses which may reduce the amounts
available, if any, to pay principal and interest on the Notes.
We operate in the highly competitive international tanker market which
could affect our position at the end of our current charter and if
Chevron Transport Corporation terminates its charter earlier
The operation of tanker vessels and the transportation of crude and
petroleum products is an extremely competitive business. Competition
arises primarily from other tanker owners, including major oil
companies as well as independent tanker companies, some of whom have
substantially greater resources than we do. Competition for the
transportation of oil and oil products can be intense and depends on
price, location, size, age, condition and the acceptability of the
tanker and its operators to the charterers. During the term of our
existing charter with Chevron Transport Corporation we are not exposed
to the risk associated with this competition. At the end of our
current charter and in the event that Chevron Transport Corporation
terminates the charter in April 2003 or at any subsequent optional
termination date, we will have to compete with other tanker owners,
including major oil companies as well as independent tanker companies
for charters. Due in part to the fragmented tanker market, competitors
with greater resources could enter and operate larger fleets through
acquisitions or consolidations and may be able to offer better prices
and fleets, which could result in our achieving lower revenues from
our Suezmax oil tanker.
Compliance with environmental laws or regulations may adversely affect
our earnings and financial conditions at the end of the existing
charter or if Chevron Transport Corporation terminates its charter
prior to that time.
Regulations in the various states and other jurisdictions in which our
vessel trades affect our business. Extensive and changing
environmental laws and other regulations, compliance with which may
entail significant expenses, including expenses for ship modifications
and changes in operating procedures, affect the operation of our
vessel. Although Chevron Transport Corporation is responsible for all
operational matters and bears all these expenses during the term of
our current charter, these expenses could have an adverse effect on
our business operations at any time after the expiration or
termination of the charter or in the event Chevron Transport
Corporation fails to make a necessary payment.
We may not have adequate insurance in the event existing charters are
not renewed.
There are a number of risks associated with the operation of
ocean-going vessels, including mechanical failure, collision, property
loss, cargo loss or damage and business interruption due to political
circumstances in foreign countries, hostilities and labor strikes. In
addition, the operation of any vessel is subject to the inherent
possibility of marine disaster, including oil spills and other
environmental mishaps, and the liabilities arising from owning and
operating vessels in international trade. Under the existing charter,
Chevron Transport Corporation bears all risks associated with the
operation of our vessel including the total loss of the vessel.
However, we cannot assure holders of the Notes that we will adequately
insure against all risks at the end of the existing charter or in the
event our existing charter is terminated. We may not be able to obtain
adequate insurance coverage at reasonable rates for our vessel in the
future and the insurers may not pay particular claims.
We are highly dependent on Chevron Transport Corporation and Chevron
Corporation
We are highly dependent on the due performance by Chevron Transport
Corporation of its obligations under the charter and by its guarantor,
Chevron Corporation, of its obligations under its guarantee. A failure
by Chevron Transport Corporation or the Chevron Corporation to perform
their obligations could result in our inability to service the Serial
Loans and Term Loans. If the Note holders had to enforce the mortgages
securing the Notes, they may not be able to recover the principal and
interest owed to them.
We may not be able to pay down our debt in the future, which could
result in the loss of our vessel
We currently must dedicate a large portion of our cash flow from
operations to satisfy our debt service obligations. Our ability to pay
interest on, and other amounts due in respect of, our Serial Loans and
Term Loans will depend on our future operating performance, prevailing
economic conditions and financial, business and other factors, many of
which are beyond our control. There can be no assurance that our cash
flow and capital resources will be sufficient for payment of our
indebtedness in the future. If we are unable to service our
indebtedness or obtain additional financing, as needed, this could
have a material adverse effect on you and us.
Governments could requisition our vessels during a period of war or
emergency, resulting in a loss of earnings
A government could requisition for title or seize our vessel.
Requisition for title occurs when a government takes control of a
vessel and becomes her owner. Also, a government could requisition our
vessel for hire. Requisition for hire occurs when a government takes
control of a vessel and effectively becomes her charter at dictated
charter rates. Generally, requisitions occur during a period of war or
emergency. Government requisition of our vessel would negatively
impact our revenues.
The Notes may not be as liquid as other securities with established
trading markets, which may affect the value of the Notes and your
ability to trade them
The Notes are not listed on any national securities exchange or traded
on the Nasdaq National Market and have no established trading market.
Consequently, the Notes could trade at prices that may be higher or
lower than their principal amount or purchase price, depending on many
factors, including prevailing interest rates, the market for similar
notes and warrants, and our financial performance. The placement
agents for the Notes currently make a market for the Notes, but are
not obligated to do so and may discontinue their market making
activity at any time. In addition, their market making activity is
subject to the limits imposed by the Securities Act and the Exchange
Act. We cannot assure you that an active trading market will exist for
the Notes or that any market for the Notes will be liquid.
Substantial leverage and debt service could affect our ability to grow
and service our debt obligations
We are highly leveraged. As of December 31, 2001, we had $50.7 million
in total indebtedness outstanding and stockholders' equity of $1.6
million. The degree to which we are leveraged could have important
consequences for the holders of the Notes, including:
- --our ability to obtain additional financing for working capital,
capital expenditures, acquisitions or general corporate purposes may
be limited;
- --we must dedicate a substantial portion of our cash flow from
operations to the payment of interest on our Serial Loans and Term
Loans and any future indebtedness, which reduces the funds available
to us for other purposes;
- --we may have trouble withstanding competitive pressures and
responding to changing business conditions;
- --we may be more vulnerable than others in the event of a downturn in
general economic conditions or in our business; and
- --we may be more highly leveraged than other tanker owners with which
we compete, which may put us at a competitive disadvantage.
We have a limited business purpose which limits our flexibility
Our activities are limited to engaging in the acquisition,
disposition, ownership, and chartering of a Suezmax oil tanker. During
the terms of our charter with Chevron Transport Corporation we expect
that the only source of operating revenue from which we may pay
principal and interest on the Serial Loans and Term Loans will be from
this charter.
Item 4. Information on the Company
The Company
CalPetro Tankers (Bahamas I) Limited, also referred to as Bahamas I,
was incorporated in the Bahamas on May 13, 1994 together with three
other companies: CalPetro Tankers (Bahamas II) Limited and CalPetro
Tankers (Bahamas III), each of which is incorporated in the Bahamas,
and CalPetro Tankers (IOM) Limited which is incorporated in the Isle
of Man. Each of the Companies is referred to collectively as the
Companies. Each of the Companies was organized as a special purpose
company for the purpose of acquiring one of four oil tankers from
Chevron Transport Corporation. California Petroleum Transport
Corporation, a Delaware corporation, acting as agent on behalf of the
Companies, issued as full recourse obligations $167,500,000 Serial
First Preferred Mortgage Notes and $117,900,000 8.52% First Preferred
Mortgage Notes due 2015, which are referred to collectively as the
Notes. The proceeds from the sale of the Notes were applied by way of
long-term loans, being Serial Loans in respect of the Serial First
Preferred Mortgage Notes and Term Loans in respect of the First
Preferred Mortgage Notes due 2015, to the Companies to fund the
acquisition of the Vessels from the Chevron Transport Corporation. We
were allocated $41,410,000 of the Serial Loans and $40,262,000 of the
Term Loans and acquired our vessel, the SAMUEL GINN, as described
below. We engage in no business other than the ownership and
chartering of our Vessel and activities resulting from or incidental
to such ownership and chartering.
We are wholly-owned by California Tankers Investments Limited, a
company organized under the laws of the Bahamas, which is in turn a
wholly-owned subsidiary of CalPetro Holdings Limited, an Isle of Man
company.
On May 12, 1998, ownership of CalPetro Holdings Limited was
transferred to Independent Tankers Corporation, or ITC, a Cayman
Islands company. On the same date, all of the issued and outstanding
shares of ITC were sold to Frontline Ltd. or Frontline, a publicly
listed Bermuda company.
Pursuant to a share purchase agreement dated December 23, 1998, as
amended on March 4, 1999, Frontline has sold, effective as of July 1,
1999, all of the issued and outstanding shares of ITC to Hemen Holding
Limited, or Hemen, a Cyprus company. Hemen is the principal
shareholder of Frontline and is indirectly controlled by Mr. John
Fredriksen, the Chairman and Chief Executive Officer of Frontline.
Overview of the Business
We own one 150,000-deadweight tonne ("dwt") Suezmax oil tanker, the
SAMUEL GINN, which we acquired from Chevron Transport Corporation.
Suezmax tankers are medium-sized vessels ranging from approximately
120,000 to 200,000 dwt, and of maximum length, breadth and draft
capable of passing fully loaded through the Suez Canal. We have
chartered the vessel back to Chevron Transport Corporation (the
"Initial Charterer" or "Chevron Transport") on bareboat charter (the
"Initial Charter"). The Initial Charter has a term expiring on April
1, 2015; subject to the Initial Charterer's right to terminate the
Initial Charter on certain specified dates. Chevron Transport is
principally engaged in the marine transportation of oil and refined
petroleum products. Chevron Transport's primary transportation routes
are from the Middle East, Indonesia, Mexico, West Africa and the North
Sea to ports in the United States, Europe, the United Kingdom and
Asia. Chevron Transport has advised us that it expects to use the
vessel worldwide as permitted under the Initial Charter. The
obligations of the Initial Charterer under the Initial Charter are
guaranteed by Chevron Corporation, or Chevron, a major international
oil company, pursuant to a guarantee (the "Chevron Guarantee").
Chevron Transport is an indirect, wholly owned subsidiary of Chevron.
Our vessel is a double-hull oil carrier of approximately 150,000
deadweight tons and is presently registered under the Bahamian flag.
Our vessel was constructed under the supervision of the Initial
Charterer and designed to the Initial Charterer's specifications to
enhance safety and reduce operating and maintenance costs, including
such features as high performance rudders, extra steel (minimal use of
high tensile steels), additional fire safety equipment, redundant
power generation equipment, extra coating and electrolytic corrosion
monitoring and protection systems, additional crew quarters to
facilitate added manning and a double-hull design patented by one of
Chevron's subsidiaries. The SAMUEL GINN was built by Ishikawajima
Harima Heavy Industries Co., Ltd.
The Management
On March 31, 1999, P.D.Gram & Co. A.S. resigned as Manager and Barber
Ship Management resigned as Technical Advisor. On the same date each
was replaced by Frontline Ltd, pursuant to an assignment of the
Management Agreement.
The Initial Charterer may elect to terminate the Initial Charter on
specified termination dates commencing in 2003. If the Initial Charter
is terminated by the Initial Charterer, the Manager, acting on our
behalf, will attempt to find an acceptable replacement charter for the
vessel. If an acceptable replacement charter is commercially
unavailable, the Manager will solicit bids for the sale or recharter
of the vessel. The Manager's ability to obtain an acceptable
replacement charter, to sell the vessel or recharter the vessel will
depend on market rates for new and used vessels, both of which will
depend on the supply of and demand for tanker capacity for oil
transportation, and the advantages or disadvantages of the vessel
compared with other vessels available at the time.
The International Tanker Market
International seaborne oil and petroleum products transportation
services are mainly provided by two types of operator: major oil
company captive fleets (both private and state-owned) and independent
shipowner fleets. Both types of operators transport oil under
short-term contracts, including single-voyage "spot charters", and
long-term time charters with oil companies, oil traders, large oil
consumers, petroleum product producers and government agencies. The
oil companies own, or control through long-term time charters,
approximately one third of the current world tanker capacity, while
independent companies own or control the balance of the fleet. The oil
companies use their fleets not only to transport their own oil, but
also to transport oil for third-party charterers in direct competition
with independent owners and operators in the tanker charter market.
The oil transportation industry has historically been subject to
regulation by national authorities and through international
conventions. Over recent years, however, an environmental protection
regime has evolved which could have a significant impact on the
operations of participants in the industry in the form of increasingly
more stringent inspection requirements, closer monitoring of
pollution-related events, and generally higher costs and potential
liabilities for the owners and operators of tankers.
In order to benefit from economies of scale, tanker charterers will
typically charter the largest possible vessel to transport oil or
products, consistent with port and canal dimensional restrictions and
optimal cargo lot sizes. The oil tanker fleet is generally divided
into the following five major types of vessels, based on vessel
carrying capacity: (i) ULCC-size range of approximately 320,000 to
450,000 dwt; (ii) VLCC-size range of approximately 200,000 to 320,000;
(iii) Suezmax-size range of approximately 120,000 to 200,000 dwt; (iv)
Aframax-size range of approximately 60,000 to 120,000 dwt; and (v)
small tankers of less than approximately 60,000 dwt. ULCCs and VLCCs
typically transport crude oil in long-haul trades, such as from the
Arabian Gulf to Rotterdam via the Cape of Good Hope. Suezmax tankers
also engage in long-haul crude oil trades as well as in medium-haul
crude oil trades, such as from West Africa to the East Coast of the
United States. Aframax-size vessels generally engage in both
medium-and short-haul trades of less than 1,500 miles and carry crude
oil or petroleum products. Smaller tankers mostly transport petroleum
products in short-haul to medium-haul trades.
The shipping industry is highly cyclical, experiencing volatility in
profitability, vessel values and charter rates. In particular, freight
and charterhire rates are strongly influenced by the supply and demand
for shipping capacity.
The factors affecting the supply and demand for tanker vessels are
outside of our control, and the nature, timing and degree of changes
in industry conditions are unpredictable. The factors that influence
demand for tanker capacity include:
- demand for oil and oil products;
- global and regional economic conditions;
- the distance oil and oil products are to be moved by sea;
and
- changes in seaborne and other transportation patterns.
The factors that influence the supply of tanker capacity include:
- the number of newbuilding deliveries;
- the scrapping rate of older vessels; and
- the number of vessels that are out of service.
Tanker values have generally experienced high volatility. The fair
market value of oil tankers, including our vessel, can be expected to
fluctuate, depending upon general economic and market conditions
affecting the tanker industry and competition from other shipping
companies, types and sizes of vessels, and other modes of
transportation. In addition, as vessels grow older, they may be
expected to decline in value. These factors will affect the value of
our vessel at the termination or expiration of the current charter.
The shipping industry is highly cyclical, experiencing volatility in
profitability, vessel values and charter rates. In particular, freight
and charterhire rates are strongly influenced by the supply and demand
for shipping capacity. After a period of weak freight rates the market
for Suezmax tankers started to strengthen in early 2000, as a result
of an improved supply balance following extensive scrapping of older
tonnage in 1999 and early 2000 and increased OPEC production from
Spring 2000. The freight rates continued to strengthen through the
year 2000 and remained firm in early 2001. Towards the second half of
2001 the general slowdown in the global economy and OPEC quota cuts
reduced the demand for Tanker transportation and Suezmax rates started
to decline. The negative trend has continued into 2002 following
further cuts in OPEC production. The average time charter equivalent
market rate earned in 2001 by Suezmaxes trading in the spot market was
estimated at $30,700 per day. Corresponding rates in the first quarter
of 2002 are estimated at $16,500 per day. Weakening rates from Autumn
2001 until today have resulted in increased scrapping of Suezmaxes and
VLCCs built in the 1970s.
There is no guarantee that Suezmax rates would be sufficient to meet
the debt service required if the bareboat charters entered into with
Chevron are not extended. Current spot market rates for Suezmax
tankers would not be sufficient to meet the debt service required if
the bareboat charters to Chevron were not extended. However, spot
market rates are volatile and generally linked to global economic
development and especially demand for oil. Declining crude oil demand
has prompted OPEC to reduce production quotas to maintain the crude
oil price within its target price band and as a result, demand for
crude oil transportation is currently low in relative terms.
Inspection by Classification Society
Every commercial vessel's hull and machinery must be "classed" by a
classification society authorized by its country of registry. The
classification society ensures that a vessel is constructed and
equipped in accordance with the International Maritime Organization,
or the IMO, regulations and the Safety of Life at Sea Convention.
A vessel must be inspected by a surveyor of the classification society
every year ("Annual Survey"), every two years ("Intermediate Survey")
and every four years ("Special Survey"). Each vessel is also required
to be dry docked every 30 to 60 months for inspection of the
underwater parts of the vessel. If any defects are found, the
classification surveyor will issue a "recommendation" which has to be
acted upon, and the defect must be rectified by the shipowner within a
prescribed time limit. At the Special Survey, the vessel is examined
thoroughly, including an inspection to determine the thickness of the
steel plates in various parts of the vessel, and repairs may be
recommended. For example, if the thickness of the steel plates is
found to be less than class requirements, steel renewals will be
prescribed. A one-year grace period may be granted by the
classification society to the shipowner for completion of the Special
Survey. If the vessel experiences excessive wear and tear, substantial
amounts of money may have to be spent for steel renewals to pass a
Special Survey. In lieu of the Special Survey every four years (five
years, if grace is given), a shipowner has the option of arranging
with the classification society for the vessel's hull or machinery to
be on a continuous survey cycle, whereby every part of the vessel is
surveyed within a five-year cycle. Insurance underwriters make it a
condition of insurance coverage for the vessel to be "classed" and
"class maintained" and the failure of a vessel to be "classed" and
"class maintained" may render such a vessel unusable.
Our vessel will be maintained during the term of the Initial Charter
by the Initial Charterer in accordance with good commercial
maintenance practice commensurate with other vessels in the Initial
Charterer's fleet of similar size and trade, as required by the
Initial Charter. The Initial Charter requires the Initial Charterer to
return the vessel on termination of the Initial Charter "in class"
under the rules of the American Bureau of Shipping (or another
classification society previously approved by the Company). In
addition, we have the right to inspect the vessel and to require
surveys upon redelivery, and the Initial Charterer will be responsible
for making or compensating us for certain necessary repairs in
connection with such redelivery.
Insurance
The operation of any ocean-going vessel carries an inherent risk of
catastrophic marine disasters, environmental mishaps, cargo and
property losses or damage and business interruptions caused by adverse
weather and ocean conditions, mechanical failures, human error,
political action in various countries, war, terrorism, piracy, labor
strikes and other circumstances or events. Pursuant to the Initial
Charter, our vessel may be operated through the world in any lawful
trade for which it is suitable, including carrying oil and its
products. In the past, political conflicts in many regions,
particularly in the Arabian Gulf, have included attacks on tankers,
mining of waterways and other efforts to disrupt shipping in the area.
Vessels trading in such regions have also been subject to acts of
terrorism and piracy. In addition, the carriage of petroleum products
is subject to the risk of spillage and leakage. Any such event may
result in increased costs or the loss of revenues or assets, including
a vessel.
Under the Initial Charter, the Initial Charterer is entitled to
self-insure against marine and war risks relating to the vessel and
against protections and indemnity risks relating to the vessel during
the term of the Initial Charter and, accordingly, purchasers of the
Notes cannot rely on the existence of third-party insurance. There can
be no assurance that all risks will be adequately insured against,
that any particular loss will be covered or that we will be able to
procure adequate insurance coverage at commercially reasonable rates
in the future. In particular, stricter environmental regulations may
result in increased costs for, or the lack of availability or,
insurance against the risks of environmental damage or pollution.
The Initial Charterer will, pursuant to the Initial Charter, indemnify
us from damages arising from a failure to maintain any financial
responsibility requirements whether relating to oil or other pollution
damage. The Initial Charterer will also indemnify us to the extent
losses, damages or expenses that we incur relating to oil or other
pollution damage as a result of the operation of the vessel by the
Initial Charterer.
Environmental and Other Regulations
Government regulation significantly affects the ownership and
operation of our vessel. The various types of governmental regulation
that affect our vessel include international conventions, national,
state and local laws and regulations in force in the countries in
which our vessels may operate or where our vessels are registered. We
cannot predict the ultimate cost of complying with these requirements,
or the impact of these requirements on the resale value or useful
lives of our vessel. Various governmental and quasi-governmental
agencies require us to obtain permits, licenses and certificates for
the operation of our vessel. Although we believe that we are
substantially in compliance with applicable environmental and
regulatory laws and have all permits, licenses and certificates
necessary for the conduct of our operations, future non-compliance or
failure to maintain necessary permits or approvals could require us to
incur substantial costs or temporarily suspend operation of our
vessel.
We believe that the heightened environmental and quality concerns of
insurance underwriters, regulators and charterers are leading to
greater inspection and safety requirements on all vessels and may
accelerate the scrapping of older vessels throughout the industry.
Increasing environmental concerns have created a demand for modern
vessels that are able to conform to the stricter environmental
standards. We maintain high operating standards for our vessel that
emphasize operational safety, quality maintenance, continuous training
of our crews and officers and compliance with United States and
international regulations.
Our vessel is subject to both scheduled and unscheduled inspections by
a variety of governmental and private entities, each of which may have
unique requirements. These entities include the local port authorities
such as the U.S. Coast Guard, harbormaster or equivalent,
classification societies, flag state administration or country of
registry, and charterers, particularly terminal operators and major
oil companies which conduct frequent vessel inspections.
Environmental Regulation--IMO.
In April 2001, the International Maritime Organization, or IMO, the
United Nations' agency for maritime safety, revised its regulations
governing tanker design and inspection requirements. The proposed
regulations, which are expected to become effective September 2002
provided they are ratified by the IMO member states, provide for a
more aggressive phase-out of single hull oil tankers as well as
increased inspection and verification requirements. They provide for
the phase-out of most single hull oil tankers by 2015 or earlier, or,
subject to approval by the vessel's flag state until 2017, depending
on the age of the vessel and whether or not the vessel complies with
requirements for protectively located segregated ballast tanks.
Segregated ballast tanks use ballast water that is completely separate
from the cargo oil and oil fuel system. Segregated ballast tanks are
currently required by the IMO on crude oil tankers constructed after
1983. The changes, which will likely increase the number of tankers
that are scrapped beginning in 2004, are intended to reduce the
likelihood of oil pollution in international waters.
The proposed regulation identifies three categories of tankers based
on cargo carrying capacity and the presence or absence of protectively
located segregated ballast tanks. Under the new IMO regulations,
single-hull oil tankers with carrying capacities of 20,000 deadweight,
or dwt, tons and above carrying crude oil, fuel oil, heavy diesel oil
or lubricating oil as cargo, and of 30,000 dwt and above carrying
other oils, which do not comply with IMO requirements for protectively
located segregated ballast tanks will be phased out no later than
2007. Single-hull oil tankers with similar carrying capacities which
do comply with IMO requirements for protectively located segregated
ballast tanks are to be phased out by 2015, depending on the date of
delivery of the vessel. All other single-hull oil tankers with
carrying capacities of 5,000 dwt and above and not falling into one of
the above categories will also be phased out by 2015, depending on the
date of delivery of the vessel.
Our vessel has a double hull and complies with the proposed IMO
regulations.
The requirements contained in the International Safety Management
Code, or ISM Code, promulgated by the IMO, also affect our operations.
The ISM Code requires the party with operational control of a vessel
to develop an extensive safety management system that includes, among
other things, the adoption of a safety and environmental protection
policy setting forth instructions and procedures for operating its
vessels safely and describing procedures for responding to
emergencies. Our vessel manager is certified as an approved ship
manager under the ISM Code.
The ISM Code requires that vessel operators obtain a safety management
certificate for each vessel they operate. This certificate evidences
compliance by a vessel's management with code requirements for a
safety management system. No vessel can obtain a certificate unless
its manager has been awarded a Document of Compliance, issued by each
flag state, under the ISM Code. Our vessel has received a safety
management certificate.
Non-compliance with the ISM Code and other IMO regulations may subject
the shipowner or a bareboat charterer to increased liability, may lead
to decreases in available insurance coverage for affected vessels and
may result in the denial of access to, or detention in, some ports.
Both the U.S. Coast Guard and European Union authorities have
indicated that vessels not in compliance with the ISM Code by the
applicable deadlines will be prohibited from trading in U.S. and
European Union ports, as the case may be.
The IMO has negotiated international conventions that impose liability
for oil pollution in international waters and a signatory's
territorial waters. Additional or new conventions, law and regulations
may be adopted which could limit our ability to do business and which
could have a material adverse effect on our business and results of
operations.
Environmental Regulation--United States
OPA. The U.S. Oil Pollution Act of 1990, or OPA, established an
extensive regulatory and liability regime for environmental protection
and cleanup of oil spills. OPA affects all owners and operators whose
vessels trade with the U.S. or its territories or possessions, or
whose vessels operate in the waters of the U.S., which include the
U.S. territorial waters and the two hundred nautical mile exclusive
economic zone of the U.S. The Comprehensive Environmental Response,
Compensation and Liability Act, or CERCLA, applies to the discharge of
hazardous substances whether on land or at sea. Both OPA and CERCLA
impact our operations.
Under OPA, vessel owners, operators and bareboat or "demise"
charterers are "responsible parties" who are all liable regardless of
fault, individually and as a group, for all containment and clean-up
costs and other damages arising from oil spills from their vessels.
These "responsible parties" would not be liable if the spill results
solely from the act or omission of a third party, an act of God or an
act of war. The other damages aside from clean up and containment
costs are defined broadly to include:
- natural resource damages and related assessment costs;
- real and personal property damages;
- net loss of taxes, royalties, rents, profits or earnings
capacity;
- net cost of public services necessitated by a spill
response, such as protection from fire, safety or health
hazards; and
- loss of subsistence use of natural resources.
OPA limits the liability of responsible parties to the greater of
$1,200 per gross ton or $10 million per tanker that is over 3,000
gross tons. This is subject to possible adjustment for inflation. OPA
specifically permits individual states to impose their own liability
regimes with regard to oil pollution incidents occurring within their
boundaries, and some states have enacted legislation providing for
unlimited liability for discharge of pollutants within their waters.
In some cases, states which have enacted their own legislation have
not yet issued implementing regulations defining tanker owners'
responsibilities under these laws.
Under OPA, with limited exceptions, all newly-built or converted
tankers operating in U.S. waters must be built with double-hulls.
Existing vessels that do not comply with the double-hull requirement
must be phased out over a 20-year period beginning in 1995 based on
size, age and place of discharge, unless retrofitted with
double-hulls. Notwithstanding the phase-out period, OPA currently
permits existing single-hull tankers to operate until the year 2015 if
their operations within U.S. waters are limited to:
- discharging at the Louisiana Offshore Oil Port, also known
as the LOOP; or
- unloading with the aid of another vessel, a process referred
to in the industry as "lightering," within authorized
lightering zones more than 60 miles off-shore.
CERCLA, which applies to owners and operators of vessels, contains a
similar liability regime and provides for cleanup, removal and natural
resource damages. Liability under CERCLA is limited to the greater of
$300 per gross ton or $5 million. These limits of liability do not
apply, however, where the incident is caused by violation of
applicable U.S. federal safety, construction or operating regulations,
or by the responsible party's gross negligence or willful misconduct.
These limits do not apply if the responsible party fails or refuses to
report the incident or to cooperate and assist in connection with the
substance removal activities. OPA and CERCLA each preserve the right
to recover damages under existing law, including maritime tort law. We
believe that we are in substantial compliance with OPA, CERCLA and all
applicable state regulations in the ports where our vessels will call.
FINANCIAL RESPONSIBILITY. OPA requires owners and operators of vessels
to establish and maintain with the Coast Guard evidence of financial
responsibility sufficient to meet the limit of their potential strict
liability under OPA. The Coast Guard has enacted regulations requiring
evidence of financial responsibility in the amount of $1,500 per gross
ton for tankers, coupling the OPA limitation on liability of $1,200
per gross ton with the CERCLA liability limit of $300 per gross ton.
Under the regulations, evidence of financial responsibility may be
demonstrated by insurance, surety bond, self-insurance or guaranty.
Under OPA regulations, an owner or operator of more than one tanker
will be required to demonstrate evidence of financial responsibility
for the entire fleet in an amount equal only to the financial
responsibility requirement of the tanker having the greatest maximum
liability under OPA/CERCLA.
OPA VESSEL RESPONSE PLANS. Owners or operators of tankers operating in
the waters of the U.S. must file vessel response plans with the Coast
Guard, and their tankers are required to operate in compliance with
their Coast Guard approved plans. These response plans must, among
other things:
- address a "worst case" scenario and identify and ensure,
through contract or other approved means, the availability
of necessary private response resources to respond to a
"worst case discharge";
- describe crew training and drills; and
- identify a qualified individual with full authority to
implement removal actions.
STATES. In addition to federal laws and regulations, most U.S. states
that border a navigable waterway have enacted environmental pollution
laws that impose strict liability on a person for removal costs and
damages resulting from a discharge of oil or a release of a hazardous
substance. These laws may be more stringent than U.S. federal law. OPA
specifically permits individual states to impose their own liability
regimes with regard to oil pollution incidents occurring within their
boundaries, and many states have enacted legislation providing for
unlimited liability for oil spills.
It is impossible to predict what additional legislation, if any, may
be promulgated by the United States or any other country or authority.
Environmental Regulation--CLC
Although the U.S. is not a party to these conventions, many countries
have ratified and follow the liability scheme adopted by the IMO and
set out in the International Convention on Civil Liability for Oil
Pollution Damage, 1969, or CLC. Under this convention, a vessel's
registered owner is strictly liable for pollution damage caused in the
territorial waters of a contracting state by discharge of oil, subject
to some complete defences. Liability is limited to approximately $270
per gross registered ton or approximately $28.3 million, whichever is
less. If, however, the country in which the damage results is a party
to the 1992 Protocol to the CLC, the maximum liability rises to $74.9
million. The limit of liability is tied to a unit of account which
varies according to a basket of currencies. The right to limit
liability is forfeited under the CLC where the spill is caused by the
owner's actual fault and under the 1992 Protocol, where the spill is
caused by the owner's intentional or reckless conduct. Vessels trading
to states which are party to this convention must provide evidence of
insurance covering the limited liability of the owner. In
jurisdictions where the CLC has not been adopted, various legislative
schemes or common law govern, and liability is imposed either on the
basis of fault or in a manner similar to the CLC.
Environmental Regulations--EU
The International Maritime Organization has approved an accelerated
timetable for the phase-out of single hull oil tankers. The new
regulations, expected to take effect in September 2002 provided they
are ratified by the IMO member states, require the phase-out of most
single hull oil tankers by 2015 or earlier, depending on the age of
the tanker and whether or not it has segregated ballast tanks. Under
the new regulations the maximum permissible age for single hull
tankers after 2007 will be 26 years, as opposed to 30 years under
current regulations. The amendments to the International Convention
for the Prevention of Marine Pollution from Ships 1973, as amended in
1978, accelerates the phase-out schedule previously set by the IMO in
1992. The European Union has already adopted a directive incorporating
the IMO regulations so that port states may enforce them.
The sinking of the oil tanker Erika off the coast of France on
December 12, 1999 polluted more than 250 miles of French coastline
with heavy oil. Following the spill, the European Commission adopted a
"communication on the safety of oil transport by sea," also named the
"Erika communication."
As a part of this, the Commission has adopted a proposal for a general
ban on single-hull oil tankers. The timetable for the ban shall be
similar to that set by the United States under OPA in order to prevent
oil tankers banned from U.S. waters from shifting their trades to
Europe. The ban plans for a gradual phase-out of tankers depending on
vessel type:
- Single-hull oil tankers larger than 20,000 dwt without
protective ballast tanks around the cargo tanks. This
category is proposed to be phased out by 2005.
- Single-hull oil tankers larger than 20,000 dwt in which the
cargo tank area is partly protected by segregated ballast
tank. This category is proposed to be phased out by 2015.
- Single-hull tankers below 20,000 dwt. This category is
proposed to be phased out by 2015.
In addition, Italy has announced a ban of single hull crude oil
tankers over 5,000 dwt from most Italian ports, effective April 2001.
This ban will be placed on oil product carriers, effective December
31, 2003. It is impossible to predict what legislation or additional
regulations, if any, may be promulgated by the European Union or any
other country or authority.
Organisational Structure
As described above, and also in Item 7. Major Shareholders, we are a
wholly owned subsidiary of CalPetro Tankers Investments Limited, and
are ultimately controlled by Hemen.
Property, Plants and Equipment
Other than our vessel described above, we do not have any property.
Item 5. Operating and Financial Review and Prospects
Operating results
Year ended December 31, 2001 compared with the year ended December 31,
2000
Total Revenues
Capital lease interest receivable for the year ended December 31, 2001
amounted to $4,356,000, compared with $4,788,000 for the year ended
December 31, 2000.
Expenses
Interest payable on the Term Loans and the Serial Loans amounted to
$4,311,000 for the year ended December 31, 2001. The amortization of
discount on loans for the period amounted to $76,000. The company
amortises the discount over the life of the loans. The corresponding
figures for the period to December 31, 1999 were $4,697,000 and
$76,000, respectively.
Year ended December 31, 2000 compared with the year ended December 31,
1999
Total Revenues
Capital lease interest receivable for the year ended December 31, 2000
amounted to $4,788,000, compared with $5,215,000 for the year ended
December 31, 1999.
Expenses
Interest payable on the Term Loans and the Serial Loans amounted to
$4,697,000 for the year ended December 31, 2000. The amortization of
discount on loans for the period amounted to $76,000. The company
amortises the discount over the life of the loans. The corresponding
figures for the period to December 31, 1999 were $5,079,000 and
$76,000, respectively.
Liquidity and Capital Resources
As set forth above, revenues from the Initial Charter are sufficient
to pay the Company's obligations under the Term Loans and the Serial
Loans. The Initial Charterer may elect to terminate the Initial
Charter on specified termination dates commencing in 2003. If the
Initial Charter is terminated by the Initial Charterer, the Manager,
acting on behalf of the Company, will attempt to find an acceptable
replacement charter for the Vessel. If an acceptable replacement
charter is commercially unavailable, the Manager will solicit bids for
the sale or recharter of the Vessel. The Manager's ability to obtain
an acceptable replacement charter, to sell the Vessel or recharter the
Vessel will depend on market rates for new and used vessels, both of
which will depend on the supply of and demand for tanker capacity for
oil transportation, and the advantages or disadvantages of the Vessel
compared with other vessels available at the time.
Trend Information
As the vessel owned by the Company ages, it expected charter income
declines. The interest payable on the Term Loans and the Serial Loans
also declines as principal on those loans is amortized. Accordingly,
under the Company's present structure, the Company experiences a
consistent reduction in income, expenses and assets employed (vessel
subject to finance lease). However, so long as the Initial Charter
remains in effect, the nature of the Company's obligations permits the
Company to operate profitably and experience cash flows adequate to
service its loans. Market tanker charter rates are highly volatile and
cyclical. The Company cannot predict future rates or performance in
the event the Initial Charter is not renewed.
Item 6. Directors, Senior Management and Employees
Directors and Executive Officers of CalPetro Tankers (Bahamas I)
Limited
Age Position
Tor Olav Tr0im 39 Director and President
Alexandra Kate Blankenship 37 Director and Secretary
Tor Olav Tr0im has been a Director of CalPetro Tankers (Bahamas I)
Limited since 1998. Mr. Tr0im serves as a Director and Vice President
of Frontline Ltd. Mr. Tr0im also serves as a director of Knightsbridge
Tankers Limited, Northern Offshore Ltd, Golar LNG Limited, all
Bermudian public listed companies, and Northern Oil ASA and Aktiv
Inkasso ASA, both Norwegian public listed companies.
Kate Blankenship has been a Director of CalPetro Tankers (Bahamas I)
Limited since 1998. Mrs. Blankenship is Chief Accounting Officer and
Secretary of Frontline Ltd. Prior to joining Frontline she was a
Manager with KPMG Peat Marwick in Bermuda. Mrs. Blankenship is a
member of the Institute of Chartered Accountants in England and Wales.
Compensation
During the year ended December 31, 2001, the Company paid to its
directors and officers, total compensation of $nil.
Board Practices
The directors have no fixed date of expiry of their term of office.
The details of their service are shown above. The directors have no
entitlement to any benefits on termination of their office.
The company has neither an audit nor a remuneration committee.
Employees
The Company does not have any employees.
Share Ownership
The directors have no interest in the share capital of the company,
nor do they have any arrangements for involvement in the company's
capital.
Item 7. Major Shareholders and Related Party Transactions
Major Shareholders
CalPetro Tankers (Bahamas I) Limited is a wholly-owned subsidiary of
California Tankers International Limited, a company organized under
the laws of the Bahamas, which is a wholly-owned subsidiary of
CalPetro Holdings Limited, an Isle of Man company. The Company is
ultimately controlled by Hemen as described in Item 4, "The Company".
All the issued and outstanding shares of capital stock of the Company
are beneficially owned by CalPetro Holdings Limited and have been
pledged to the Chase Manhattan Trust Company of California (the
"Collateral Trustee") as part of the collateral for the Notes. The
parent company has full voting control over the Company subject to the
rights of the Collateral Trustee.
Significant changes in ownership have been disclosed in item 4, there
are no known arrangements which may lead to a change in control of the
company.
Related Party Transactions
The loan Notes are beneficially owned by CalPetro Holdings Limited, as
disclosed above. In addition Frontline Ltd., a company related by
common control, acts as the Company's Manager.
Item 8. Financial Information
Consolidated Financial Statements and Notes
See Item 18 below.
Item 9. The Offer and Listing
Not applicable.
Item 10. Additional Information
Memorandum and Articles of Association
The company is No. 23065B in the Bahamanian register.
Directors may be interested in Company transactions but such interest
should be disclosed to the other directors or Company members prior to
agreement by the board or company meeting as appropriate. The director
concerned may not vote on the transaction. The directors may borrow on
behalf of the Company as they think fit. There are no stated age
limits for directors and directors need not be Company shareholders.
They do not retire by rotation.
All shares issued are unclassified, there is no authorisation in force
to issue other classes of share. Consequently all shares have equal
entitlement to voting rights, dividends, profit shares and other
rights and duties. Should any dividend be declared and not claimed the
directors may, after a period of three years, resolve that such
dividends are forfeit for the benefit of the Company. There are no
provisions for changes to the rights of shareholders contained in the
articles, except that by resolution of the directors the authorised
capital may be increased and that the Company may divide or combine
shares within the same class.
Company meetings may be convened by the directors or held on request
of members holding 50% of the voting shares. Annual meetings are held
according to Bahamanian law. Members, their properly appointed proxies
and corporate members representatives are entitled to attend.
There are no limits to ownership of Company securities or to the
exercise of voting rights. Disclosure of ownership is governed by
Bahamanian law and any laws operative in the jurisdictions pertaining
to the owners of the securities. The directors of the Company may,
without giving a reason, decline to register a transfer of shares.
Material Contracts
The Company has no material contracts apart from those pertaining to
its normal business.
Exchange Controls
The Company was registered under the International Business Companies
Act, 1989 of the Commonwealth of the Bahamas (the "IBC Act") in May
1994. As a result of such registration the Company is exempt from the
provisions of the Exchange Control Regulations Act of the Bahamas.
Interests in the Registered Securities may be freely transferred among
non-residents of The Bahamas under Bahamian Law.
There are no restrictions upon the payment of foreign (non-Bahamian)
currency dividends, interest or other payments in respect of the
Registered Securities.
The Company is not permitted to deal in the currency of the Bahamas
except in an external Bahamian dollar account which can be funded only
with foreign currency funds or funds the Company has permission to
convert.
None of the Company's Articles of Association, Memorandum of
Association or any other document, nor any Bahamian law nor, to the
knowledge of the Company, any foreign law, imposes limitations on the
right of non-residents or foreign owners to hold the Company's Common
Stock.
Taxation
No Bahamian income or withholding taxes are imposed on the payment by
the Company of any principal or interest to any holder of Notes who is
either an individual citizen or resident of the United States or an
entity formed under the laws of the United States. There is no income
tax treaty currently in effect between the United States and Bahamas.
Documents on Display
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended. In accordance with these
requirements we file reports and other information with the Securities
and Exchange Commission. These materials, including this annual report
and the accompanying exhibits may be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549 and at 500 West
Madison Street, Suite 1400, Northwestern Atrium Center, Chicago,
Illinois 60661. You may obtain information on the operation of the
public reference room by calling 1 (800) SEC-0330, and you may obtain
copies at prescribed rates from the Public Reference Section of the
Commission at its principal office in Washington, D.C. 20549. The SEC
maintains a website (http://www.sec.gov.) that contains reports, proxy
and information statements and other information regarding registrants
that file electronically with the SEC. In addition, documents referred
to in this annual report may be inspected at the office of the Manager
at Par-la-Ville Place 4th Floor, 14 Par-la-Ville Road, Hamilton,
Bermuda and at Room 6/9 One International Place, Boston,
Massachusetts.
Item 11. Quantitative and Qualitative Disclosures about Market Risk
Quantitative information about market risk
Quantitative information about market risk instruments at December 31,
2001 is as follows:
i) Serial Loans:
The principal balances of the Serial Loans bear interest at rates
ranging from 7.49% to 7.55% and mature over a two-year period
beginning April 1, 2002. The loans are reported net of the related
discounts, which are amortized over the term of the loans. The
outstanding serial loans have the following characteristics:
Maturity date Interest Principal
rate due
($ 000's)
---------------------------------------------------------------------
April 1, 2002 7.49% 5,210
April 1, 2003 7.55% 5,210
---------------------------------------------------------------------
10,420
ii) Term Loans:
The Term Loans bear interest at a rate of 8.52% per annum. Interest is
payable semi-annually. Principal is repayable on the Term Loans in
accordance with a twelve-year sinking fund schedule. The table below
provides the revised scheduled sinking fund redemption amounts and
final principal payment of the Allocated Principal Amount of the Term
Loans following termination of the related Initial Charter on each of
the optional termination dates.
Scheduled Charter not Charter Charter Charter Charter
payment date terminated terminated terminated terminated terminated
2004 2006 2008 2010
$'000 $'000 $'000 $'000 $'000
-----------------------------------------------------------------------------
April 1, 2004 3,355 1,700 3,355 3,355 3,355
April 1, 2005 3,355 1,840 3,355 3,355 3,355
April 1, 2006 3,355 2,000 1,790 3,355 3,355
April 1, 2007 3,355 2,170 1,940 3,355 3,355
April 1, 2008 3,355 2,360 2,110 1,830 3,355
April 1, 2009 3,355 2,560 2,290 1,990 3,355
April 1, 2010 3,355 2,780 2,480 2,160 1,770
April 1, 2011 3,355 3,010 2,690 2,340 1,920
April 1, 2012 3,355 3,270 2,920 2,540 2,080
April 1, 2013 3,355 3,550 3,170 2,760 2,260
April 1, 2014 3,355 3,850 3,440 2,990 2,450
April 1, 2015 3,357 11,172 10,722 10,232 9,652
-----------------------------------------------------------------------------
40,262 40,262 40,262 40,262 40,262
-----------------------------------------------------------------------------
Qualitative information about market risk
The Company was organised solely for the purpose of the acquisition of
one vessel and subsequently entered into a long-term agreement between
the Company and Chevron Transport Corporation.
Item 12. Description of Securities Other than Equity Securities
Not applicable.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
Not applicable.
Item 14. Material Modifications to the Rights of Security Holders and
Use of Proceeds
Not applicable.
Item 15. Reserved
Item 16. Reserved
PART III
Item 17. Financial Statements
Not applicable.
Item 18. Financial Statements
The following financial statements and notes, together with the report
of Ernst & Young, Independent Auditors thereon, are filed as part of
this annual report
Page
Report of Independent Auditors F-1
Statements of Operations and Retained Earnings for the
Years Ended December 31, 2001, 2000 and 1999 F-2
Balance Sheets as of December 31, 2001 and 2000 F-3
Statements of Cash Flows for the Years Ended F-4
December 31, 2001, 2000 and 1999
Notes to Financial Statements F-5
Report of Independent Auditors
To the Board of Directors
CalPetro Tankers (Bahamas I) Limited
We have audited the accompanying balance sheets of CalPetro Tankers
(Bahamas I) Limited as of December 31, 2001 and 2000 and the related
statements of operations and retained earnings, and cash flows for
each of the three years in the period ended December 31, 2001. These
financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards
generally accepted in the United States of America. Those standards
require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of CalPetro
Tankers (Bahamas I) Limited at December 31, 2001 and 2000, and the
results of its operations and its cash flows for each of the three
years in the period ended December 31, 2001 in conformity with
accounting principles generally accepted in the United States of
America.
Ernst & Young
Chartered Accountants
Douglas, Isle of Man
June 28, 2002
CalPetro Tankers (Bahamas I) Limited
Statements of Operations and Retained Earnings
(in thousands of US$)
Year Year Year
ended ended ended
December December December
31, 2001 31, 2000 31, 1999
Operating revenues
Finance lease interest receivable 4,356 4,788 5,215
Bank interest receivable 102 106 101
Recognition of unearned income 76 76 76
- -------------------------------------------------------------------------------
Net operating revenues 4,534 4,970 5,392
- -------------------------------------------------------------------------------
Operating expenses
Administrative expenses 64 45 50
- -------------------------------------------------------------------------------
Total operating expenses 64 45 50
- -------------------------------------------------------------------------------
Net operating income before amortization 4,470 4,925 5,342
- -------------------------------------------------------------------------------
Amortization of loan discount 76 76 76
- -------------------------------------------------------------------------------
Net operating income after amortization 4,394 4,849 5,266
- -------------------------------------------------------------------------------
Other expenses
Interest expense 4,311 4,697 5,079
- -------------------------------------------------------------------------------
Net other expenses 4,311 4,697 5,079
- -------------------------------------------------------------------------------
Net income 83 152 187
===============================================================================
Retained earnings at the start of the
year 1,502 1,350 1,163
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Retained earnings at the end of the 1,585 1,502 1,350
year
===============================================================================
See accompanying Notes to the Financial Statements
CalPetro Tankers (Bahamas I) Limited
Balance Sheets
(in thousands of US$)
As at As at
December December
31, 2001 31, 2000
Assets
Current assets:
Cash and cash equivalents 2,905 2.962
Current portion of net investment
in finance lease 5,209 5,164
Interest receivable 1,034 1,143
Other current assets 46 46
- ------------------------------------------------------------------------------
Total current assets 9,194 9,315
Net investment in finance lease 43,640 48,772
Loan discount, net of amortization 493 569
- ------------------------------------------------------------------------------
Total assets 53,327 58,656
==============================================================================
Liabilities and stockholders' equity Current liabilities:
Accrued interest 1,053 1,252
Current portion of serial loans 5,210 5,210
Other current liabilities 7 10
- ------------------------------------------------------------------------------
Total current liabilities 6,270 6,472
Long-term loans 45,472 50,682
- ------------------------------------------------------------------------------
Total liabilities 51,742 57,154
- ------------------------------------------------------------------------------
Stockholders' equity:
Common stock: 100 shares of $1 par value - -
Retained earnings 1,585 1,502
- ------------------------------------------------------------------------------
Total stockholders' equity 1,585 1,502
- ------------------------------------------------------------------------------
Total liabilities and stockholders' equity 53,327 58,656
==============================================================================
See accompanying Notes to the Financial Statements
CalPetro Tankers (Bahamas I) Limited
Statements of Cash Flows
(in thousands of US$)
Year Year Year
ended ended ended
December December December
31, 2001 31, 2000 31, 1999
Cash flows from operating activities:
Net income 83 152 187
Adjustments to reconcile net
income to net cash provided by
operating activities:
Amortization of discount on loans 76 76 76
Recognition of unearned income (76) (76) (76)
Changes in working capital items:
Interest receivable 109 107 107
Other current assets - - -
Accrued interest (199) (69) (73)
Other current liabilities (3) (5) (11)
- ------------------------------------------------------------------------------
Net cash provided by operating activities (10) 185 210
- ------------------------------------------------------------------------------
Cash flows from investing activities:
Finance lease payments received 5,163 5,118 5,072
- ------------------------------------------------------------------------------
Net cash provided by investing activities 5,163 5,118 5,072
- ------------------------------------------------------------------------------
Cash flows from financing activities:
Repayments of serial loans (5,210) (5,210) (5,210)
- ------------------------------------------------------------------------------
Net cash used in financing activities (5,210) (5,210) (5,210)
- ------------------------------------------------------------------------------
Net (decrease) increase in cash and cash
cash equivalents (57) 93 72
Cash and cash equivalents at start of the year 2,962 2,869 2,797
- ------------------------------------------------------------------------------
Cash and cash equivalents at end of the year 2,905 2,962 2,869
==============================================================================
See accompanying Notes to the Financial Statements.
CalPetro Tankers (Bahamas I) Limited
Notes to the Financial Statements
1. Basis of Preparation
The company, which was incorporated in the Bahamas on May 13, 1994 is
one of four companies: CalPetro Tankers (Bahamas II) Limited, CalPetro
Tankers (Bahamas III) Limited, each of which is incorporated in the
Bahamas, and CalPetro Tankers (IOM) Limited which is incorporated in
the Isle of Man. Each of the Companies (the "Owners") has been
organized as a special purpose company for the purpose of acquiring
one of four oil tankers (each a "Vessel", together the "Vessels") from
Chevron Transport Corporation (the "Initial Charterer") and for which
long-term charter agreements have been signed with the Initial
Charterer. California Petroleum Transport Corporation acting as agent
on behalf of the Owners issued as full recourse obligations Term
Mortgage Notes and Serial Mortgage Notes. These statements reflect the
net proceeds from the sale of the Term Mortgage Notes together with
the net proceeds from the sale of the Serial Mortgage Notes having
been applied by way of long-term loans to the Owners to fund the
acquisition of the Vessels from the Initial Charterer.
2. Principal Accounting Policies
The financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. A
summary of the more important accounting policies, which have been
consistently applied, is set out below.
(a) Capital Leases
The long-term charter agreement between the Company and
Chevron Transport Corporation subsequently transfers all the
risks and rewards associated with ownership, other than
legal title and contains bargain purchase options and as
such is classified as a direct financing lease in accordance
with Statement of Financial Accounting Standards No. 13.
Primary rental income from capital leased contracts after
setting aside amounts for amortization of the investment in
finance leases over the primary period of the lease is
apportioned between the finance element which is determined
by spreading interest and charges over the period of
repayment in proportion to the net cash investment and is
allocated to the Statement of Income and the capital element
which reduces the outstanding obligations for future
instalments.
(b) Interest payable recognition
Interest payable on the Term Loans and on the Serial Loans
is accrued on a daily basis.
(c) Discount on Loans
Discount on issue of the long-term debt which comprises the
Term Loans and Serial Loans is being amortized over the
respective periods to maturity of the debt as described in
Note 4.
(d) Income taxes
The company is not liable to income taxes in the Bahamas.
CalPetro Tankers (Bahamas I) Limited
Notes to the Financial Statements (continued)
2. Principal Accounting Policies (continued)
(e) Cash equivalents
The company considers all highly liquid investments with a
maturity date of three months or less when purchased to be
cash equivalents.
(f) Reporting currency
The reporting currency is United States dollars. The
functional currency is United States dollars.
3. Interest Expense
Year Year Year
ended ended ended
December December December
31, 2001 31, 2000 31, 1999
Long term loans 4,311 4,697 5,079
============================================================================
4. Long-Term Loans
As at As at
December December
31, 2001 31, 2000
Serial loans 10,420 15,630
Term loans 40,262 40,262
- ------------------------------------------------------------------------------
50,682 55,892
Less: current portion 5,210 5,210
- ------------------------------------------------------------------------------
45,472 50,682
==============================================================================
Serial Loans
The serial loans have the following characteristics:
Maturity date Interest Principal
rate due
($ 000's)
April 1, 2002 7.49% 5,210
April 1, 2003 7.55% 5,210
- ------------------------------------------------------------------------------
10,420
==============================================================================
Interest is payable semi-annually.
CalPetro Tankers (Bahamas I) Limited
Notes to the Financial Statements (continued)
Term Loans
The Term Loans bear interest at a rate of 8.52% per annum. Interest is
payable semi-annually. Principal is repayable on the Term Loans in
accordance with a twelve-year sinking fund schedule.
The tables below provide the revised scheduled sinking fund redemption
amounts and final principal payment of the Allocated Principal Amount
of the Term Loans following termination of the related Initial Charter
on each of the optional termination dates.
Scheduled Charter not Charter Charter Charter Charter
payment date terminated terminated terminated terminated terminated
2004 2006 2008 2010
$'000 $'000 $'000 $'000 $'000
April 1, 2004 3,355 1,700 3,355 3,355 3,355
April 1, 2005 3,355 1,840 3,355 3,355 3,355
April 1, 2006 3,355 2,000 1,790 3,355 3,355
April 1, 2007 3,355 2,170 1,940 3,355 3,355
April 1, 2008 3,355 2,360 2,110 1,830 3,355
April 1, 2009 3,355 2,560 2,290 1,990 3,355
April 1, 2010 3,355 2,780 2,480 2,160 1,770
April 1, 2011 3,355 3,010 2,690 2,340 1,920
April 1, 2012 3,355 3,270 2,920 2,540 2,080
April 1, 2013 3,355 3,550 3,170 2,760 2,260
April 1, 2014 3,355 3,850 3,440 2,990 2,450
April 1, 2015 3,357 11,172 10,722 10,232 9,652
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
40,262 40,262 40,262 40,262 40,262
==============================================================================
The Term and Serial Loans are collateralized by first preference
mortgage on the Vessel to California Petroleum. The earnings and
insurance relating to the Vessel have been collaterally assigned
pursuant to an Assignment of Earnings and Insurance to California
Petroleum, which in turn has assigned such Assignment of Earnings and
Insurance to the Collateral Trustee. The Initial Charter and Chevron
Guarantee relating to the Vessel have been collaterally assigned
pursuant to the Assignment of Initial Charter and Assignment of
Initial Charter Guarantee to California Petroleum, which in turn has
assigned such Assignment to the Collateral Trustee. The Capital Stock
of the company has been pledged to California Petroleum pursuant to
the Stock Pledge Agreement.
Item 19. Exhibits
1.1* Certificate of Incorporation and Memorandum of Association of
CalPetro Tankers (Bahamas I) Limited, incorporated by reference to
Exhibit 3.3 in the Registration Statement of CalPetro Tankers (Bahamas
I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers
(Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.
1.2* Articles of Association of CalPetro Tankers (Bahamas I) Limited,
incorporated by reference to Exhibit 3.4 in the Registration Statement
of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II)
Limited, CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers
(IOM) Limited filed November 9, 1994 on Forms S-3, S-1 and F-1,
Registration No. 33-79220.
2.1* Form of Term Indenture between California Petroleum Transport
Corporation and Chemical Trust Company of California, as Indenture
Trustee, incorporated by reference to Exhibit 4.1 in the Registration
Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.
2.2* Form of Term Mortgage Notes, incorporated by reference to Exhibit
4.2 in the Registration Statement of CalPetro Tankers (Bahamas I)
Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers
(Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.
2.3* Form of Bahamian Statutory Ship Mortgage and Deed of Covenants by
[CalPetro Tankers (Bahamas I) Limited], [CalPetro Tankers (Bahamas II)
Limited] to California Petroleum Transport Corporation (including the
form of assignment of such Mortgage to Chemical Trust Company of
California, as Collateral Trustee, by California Petroleum Transport
Corporation), incorporated by reference to Exhibit 4.4 in the
Registration Statement of CalPetro Tankers (Bahamas I) Limited,
CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III)
Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994 on
Forms S-3, S-1 and F-1, Registration No. 33-79220.
2.4* Form of Assignment of Initial Charter Guarantee by [CalPetro
Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited]
[CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III)
Limited] to California Petroleum Transport Corporation (including the
form of Collateral Assignment of such Initial Charter Guarantee to
Chemical Trust Company of California, as Collateral Trustee, by
California Petroleum Transport Corporation), incorporated by reference
to Exhibit 4.7 in the Registration Statement of CalPetro Tankers
(Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro
Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM) Limited
filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration No.
33-79220.
2.5* Form of Assignment of Earnings and Insurances from [CalPetro
Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited]
[CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III)
Limited] to California Petroleum Transport Corporation, incorporated
by reference to Exhibit 4.8 in the Registration Statement of CalPetro
Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited,
CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM)
Limited filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration
No. 33-79220.
2.6* Form of Assignment of Initial Charter from [CalPetro Tankers
(Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
Tankers (IOM) Limited[ [CalPetro Tankers (Bahamas III) Limited] to
California Petroleum Transport Corporation (including the form of
Collateral Assignment of such Initial Charter to Chemical Trust
Company of California, as Collateral Trustee, by California Petroleum
Transport Corporation), incorporated by reference to Exhibit 4.9 in
the Registration Statement of CalPetro Tankers (Bahamas I) Limited,
CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III)
Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994 on
Forms S-3, S-1 and F-1, Registration No. 33-79220.
2.7* Form of Management Agreement between P.D. Gram & Co., A.S., and
[CalPetro Tankers (Bahamas I) Limited] [CalPetro Tankers (Bahamas II)
Limited] [CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas
III) Limited], incorporated by reference to Exhibit 4.10 in the
Registration Statement of CalPetro Tankers (Bahamas I) Limited,
CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers (Bahamas III)
Limited, and CalPetro Tankers (IOM) Limited filed November 9, 1994 on
Forms S-3, S-1 and F-1, Registration No. 33-79220.
2.8* Form of Assignment of Management Agreement from [CalPetro Tankers
(Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited],
incorporated by reference to Exhibit 4.11 in the Registration
Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.
2.9* Form of Serial Loan Agreement between California Petroleum
Transport Corporation and [CalPetro Tankers (Bahamas I) Limited]
[CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM)
Limited] [CalPetro Tankers (Bahamas III) Limited], incorporated by
reference to Exhibit 4.12 in the Registration Statement of CalPetro
Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited,
CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM)
Limited filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration
No. 33-79220.
2.10* Form of Term Loan Agreement between California Petroleum
Transport Corporation and [CalPetro Tankers (Bahamas I) Limited]
[CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM)
Limited] [CalPetro Tankers (Bahamas III) Limited], incorporated by
reference to Exhibit 4.13 in the Registration Statement of CalPetro
Tankers (Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited,
CalPetro Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM)
Limited filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration
No. 33-79220.
2.11* Form of Collateral Agreement between California Petroleum
Transport Corporation [CalPetro Tankers (Bahamas I) Limited] [CalPetro
Tankers (Bahamas II) Limited] [CalPetro Tankers (IOM) Limited]
[CalPetro Tankers (Bahamas III) Limited], the Indenture Trustee under
the Serial Indenture, the Indenture Trustee under the Term Indenture
and Chemical Trust Company of California, as Collateral Trustee,
incorporated by reference to Exhibit 4.14 in the Registration
Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.
2.12* Form of Issue of One Debenture from [CalPetro Tankers (Bahamas
I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro Tankers
(IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] to California
Petroleum Transport Corporation, incorporated by reference to Exhibit
4.15 in the Registration Statement of CalPetro Tankers (Bahamas I)
Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers
(Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.
4.1* Form of Initial Charter Guarantee by Chevron Corporation,
incorporated by reference to Exhibit 10.1 in the Registration
Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.
4.2* Form of Bareboat Initial Charter between [CalPetro Tankers
(Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] and
Chevron Transport Corporation, incorporated by reference to Exhibit
10.2 in the Registration Statement of CalPetro Tankers (Bahamas I)
Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro Tankers
(Bahamas III) Limited, and CalPetro Tankers (IOM) Limited filed
November 9, 1994 on Forms S-3, S-1 and F-1, Registration No. 33-79220.
4.3* Form of Vessel Purchase Agreement between [CalPetro Tankers
(Bahamas I) Limited] [CalPetro Tankers (Bahamas II) Limited] [CalPetro
Tankers (IOM) Limited] [CalPetro Tankers (Bahamas III) Limited] and
Chevron Transport Corporation (including the form of Assignment of
such Vessel Purchase Agreement to California Petroleum Transport),
incorporated by reference to Exhibit 10.3 in the Registration
Statement of CalPetro Tankers (Bahamas I) Limited, CalPetro Tankers
(Bahamas II) Limited, CalPetro Tankers (Bahamas III) Limited, and
CalPetro Tankers (IOM) Limited filed November 9, 1994 on Forms S-3,
S-1 and F-1, Registration No. 33-79220.
10.1* Powers of Attorney for directors and certain officers of
CalPetro Tankers (Bahamas I) Limited, incorporated by reference to
Exhibit 24.1 in the Registration Statement of CalPetro Tankers
(Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro
Tankers (Bahamas III) Limited, and CalPetro Tankers (IOM) Limited
filed November 9, 1994 on Forms S-3, S-1 and F-1, Registration No.
33-79220.
* Incorporated by reference to the filing indicated.
SIGNATURES
Subject to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
CalPetro Tankers (Bahamas I) Limited
/s/ Alexandra Kate Blankenship
Alexandra Kate Blankenship
Director
Date: June 29, 2002
02089.0006 #334683