-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HB3nR8ukBnF6IvdWGXjMk3Rx3D/44b9LDkbCN2hIfIo2D0bmbB9OszB6PYgKLsk2 RDF08PZBdiJIMhX5Skd9/A== 0000919574-05-001499.txt : 20050419 0000919574-05-001499.hdr.sgml : 20050419 20050419163406 ACCESSION NUMBER: 0000919574-05-001499 CONFORMED SUBMISSION TYPE: 20-F/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20050419 DATE AS OF CHANGE: 20050419 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOLAR LNG LTD CENTRAL INDEX KEY: 0001207179 STANDARD INDUSTRIAL CLASSIFICATION: WATER TRANSPORTATION [4400] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 20-F/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-50113 FILM NUMBER: 05759612 BUSINESS ADDRESS: STREET 1: PAR LA VILLE PLACE STREET 2: 14 PAR LA VILLE ROAD 4TH FLOOR CITY: HAMILTON HM 08 BERMUDA STATE: D0 ZIP: 00000 20-F/A 1 d558968_20f-a.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (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, 2003 ------------------------------------------------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ------------------------------------------------- Commission file number 000-50113 ---------------------------------------------------------- Golar LNG Limited - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Golar LNG Limited - -------------------------------------------------------------------------------- (Translation of Registrant's name into English) Bermuda - -------------------------------------------------------------------------------- (Jurisdiction of incorporation or organization) Par-la-Ville Place, 14 Par-la-Ville Road, Hamilton, HM 08, Bermuda - -------------------------------------------------------------------------------- (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 None on which registered Securities registered or to be registered pursuant to section 12(g) of the Act. Common Shares, par value $1.00 - -------------------------------------------------------------------------------- (Title of class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None - -------------------------------------------------------------------------------- (Title of class) Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 65,612,000 Common Shares, par value $1.00 - -------------------------------------------------------------------------------- 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] EXPLANATORY NOTE GOLAR LNG LIMITED is filing this Amendment to its Report on Form 20-F for its fiscal year ended December 31, 2003, to include a disclosure regarding exemptions from certain Nasdaq corporate governance rules under Item 6 of the Form 20-F. This disclosure speaks as of December 31, 2003. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES Exemptions from certain Nasdaq corporate governance rules At the time that quotation of Golar LNG Limited's Common Shares on the Nasdaq National Market commenced, Golar LNG Limited received an exemption from certain corporate governance requirements. Nasdaq rules permit Nasdaq to provide exemptions from the Nasdaq corporate governance standards to a foreign issuer when those standards are contrary to a law, rule or regulation of any public authority exercising jurisdiction over such issuer or contrary to generally accepted business practices in the issuer's country of domicile. Golar LNG Limited has received from Nasdaq an exemption from compliance with certain corporate governance standards that are contrary to the law, rules, regulations or generally accepted business practices of Bermuda. The exemption, and the practices followed by Golar LNG Limited, are described below: o In keeping with Bermuda law and the rules of the Oslo Stock Exchange, Golar LNG Limited is exempt from Nasdaq's requirement to maintain three independent directors and currently no member's of its board of directors independent according to Nasdaq's standards for independence. o In keeping with common practices among companies listed on the Oslo Stock Exchange, Golar LNG Limited is exempt from Nasdaq's requirement for an audit committee and an audit committee charter. The Company's full board of directors currently fulfills the function of an audit committee. The Company's management is responsible for the proper and timely preparation of the Company's annual reports and are audited by independent auditors. ITEM 19. EXHIBITS. Number Description of Exhibits 32.1 ____ Section 1350 Certification of the Company's Chief Executive Officer. 32.2 ____ Section 1350 Certification of the Company's Chief Accounting Officer. SIGNATURES Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this amended annual report to be signed on its behalf by the undersigned, thereunto duly authorized. Golar LNG Limited ----------------- (Registrant) Date April 19, 2005 By /s/ Graham Robjohns ------------------- Graham Robjohns Chief Accounting Officer 03849.0004 #558968 EX-32 2 d558968_ex32-1.txt Exhibit 32.1 CERTIFICATION I, Tor Olav Tr0im, certify that: 1. I have reviewed this amended Form 20-F of Golar LNG Limited; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: April 19, 2005 /s/ Tor Olav Troim - ------------------ Chief Executive Officer EX-32 3 d558968_ex32-2.txt Exhibit 32.2 CERTIFICATION I, Graham Robjohns, certify that: 1. I have reviewed this amended Form 20-F of Golar LNG Limited; and 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. Date: April 19, 2005 /s/ Graham Robjohns - ------------------- Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----