-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hVGP2LA0Ytl1s56lzFOiT726A+fje+h6vCAg1GkLChVAx784uBFJ1V4N/Pvp9TQy raRTmEVj7xGkjG02M9V8yA== 0000732780-94-000011.txt : 19940519 0000732780-94-000011.hdr.sgml : 19940519 ACCESSION NUMBER: 0000732780-94-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940512 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMI CORP CENTRAL INDEX KEY: 0000732780 STANDARD INDUSTRIAL CLASSIFICATION: 4412 IRS NUMBER: 132625280 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11573 FILM NUMBER: 94527478 BUSINESS ADDRESS: STREET 1: 90 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10016 BUSINESS PHONE: 2129861960 MAIL ADDRESS: STREET 1: 90 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10016 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN MARINE INC DATE OF NAME CHANGE: 19831212 10-Q 1 FORM 10Q FOR THE QUARTERLY PERIOD ENDED 3/31/94 Being Filed Pursuant to Rule 901(d) of Regulation S-T - - ------------------------------------------------------------------- FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 1994 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND EXCHANGE ACT OF 1934. For the period from to COMMISSION FILE NUMBER 2-87930 OMI CORP. (Exact name of registrant as specified in its charter) DELAWARE 13-2625280 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 90 PARK AVENUE, NEW YORK, N.Y. 10016 (Address of principal (Zip Code) executive offices) Registrant's telephone number, including area code (212) 986-1960 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 and 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 THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF COMMON STOCK, AS OF May 11, 1994: Common Stock, par value 0.50 per share 30,682,268 shares OMI CORP. AND SUBSIDIARIES INDEX PART I: FINANCIAL INFORMATION Item 1. Financial Statements Condensed Consolidated Statements of Operations for the three months ended March 31, 1994 and 1993 Condensed Consolidated Balance Sheets- March 31, 1994 and December 31, 1993 Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 1994 and for the year ended December 31, 1993 Condensed Statements of Consolidated Cash Flows for the three months ended March 31, 1994 and 1993 Notes to Condensed Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations PART II: OTHER INFORMATION SIGNATURES OMI CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 1994 1993 Revenues: Voyage revenues $ 65,091 $ 67,206 Other income 1,597 632 Total revenues 66,688 67,838 Operating Expenses: Vessel and voyage 49,035 50,796 Depreciation and amortization 9,741 8,737 Operating lease 2,082 2,055 General and administrative 4,202 3,601 Total operating expenses 65,060 65,189 Operating Income 1,628 2,649 Other Income (Expense): Gain on disposal of assets-net 2,854 2,078 Interest expense-net (6,959) (4,773) Minority interest in income of subsidiary (61) (226) Net other expense (4,166) (2,921) Loss before income taxes and equity in (loss) income of joint ventures (2,538) (272) (Benefit) provision for income taxes (870) 203 Loss before equity in (loss) income of joint ventures (1,668) (475) Equity in (loss) income of joint ventures-net (95) 2,079 Net (loss) income $ (1,763) $ 1,604 Net (loss) income per common share $ (0.06) $ 0.05 Weighted average number of shares of common stock outstanding 30,658 30,568 See notes to condensed consolidated financial statements. OMI CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS) MARCH 31, DEC. 31, 1994 1993 (UNAUDITED) ASSETS Current assets: Cash (including cash equivalents: March 1994-$50,314 and December 1993-$34,848) $ 55,970 $ 45,321 Marketable securities 2,285 6,021 Traffic and other receivables 20,922 22,842 Other current assets 12,414 6,826 Total current assets 91,591 81,010 Capital construction and other restricted funds 12,748 13,786 Vessels and other property, at cost 763,189 761,741 Less accumulated depreciation (317,543) (308,058) Vessels and other property-net 445,646 453,683 Investments in, and advances to, joint ventures 78,387 77,802 Other assets and deferred charges 45,783 45,235 Total $ 674,155 $ 671,516 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 41,848 $ 32,751 Current portion of long-term debt 16,418 15,302 Total current liabilities 58,266 48,053 Long-term debt 281,176 282,325 Deferred income taxes payable 102,607 104,003 Advance time charter revenues and other liabilities 14,415 14,372 Minority interest in subsidiary 2,798 2,737 Stockholders' equity 214,893 220,026 Total $ 674,155 $ 671,516 See notes to condensed consolidated financial statements. OMI CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEAR ENDED DECEMBER 31, 1993 AND THE THREE MONTHS ENDED MARCH 31, 1994 (UNAUDITED) (IN THOUSANDS)
Unearned Unearned Unrealized Cumulative Compensation Compensation Gain on Total Common Stock Capital Retained Translation From Restricted Investment Treasury Stockholders' Shares Amount Surplus Earnings Adjustment ESOP Stock -net Stock Equity Balance at January 1, 1993 30,568 $15,284 $128,705 $ 73,243 $ 4,912 $ (2,520) $(1,152) $ (81) $218,391 Net loss (8,747) (8,747) Exercise of stock options 47 23 195 218 Amortization of unearned compensation 361 95 456 Unrealized gain on investment $ 9,709 9,709 Purchase of treasury stock (1) (1) Balance at December 31, 1993 30,615 15,307 128,900 64,496 4,912 (2,159) (1,057) 9,709 (82) 220,026 Net loss (1,763) (1,763) Exercise of stock options 52 26 237 263 Issuance of restricted stock awards 15 7 87 (94) Amortization of unearned compensation 225 32 257 Net change in valuation account (2,593) (2,593) Equity in gain on sale of OMI stock by joint venture investee 531 531 Purchase of treasury stock (1,828) (1,828) Balance at March 31, 1994 30,682 $15,340 $129,755 $ 62,733 $ 4,912 $ (1,934) $(1,119) $ 7,116 $(1,910) $214,893 See notes to condensed consolidated financial statements.
OMI CORP. AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (IN THOUSANDS) (UNAUDITED)
FOR THE THREE MONTHS ENDED MARCH 31, 1994 1993 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ (1,763) $ 1,604 Adjustments to reconcile net (loss) income to net cash provided by operating activities: Increase (decrease) in deferred taxes (1,203) Depreciation and amortization 9,741 8,737 Amortization of unearned compensation 257 20 Gain on disposal of assets - net (2,873) (2,078) Equity in loss (income) of joint ventures 95 (2,079) Changes in assets and liabilities: (Increase) decrease in receivables and other current assets (3,669) 10,586 Increase in accounts payable and accrued liabilities 9,205 495 Advances to joint ventures - net (2,724) (1,697) Other assets and liabilities - net (501) (2,531) Net cash provided by operating activities 7,768 11,854 CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES: Proceeds from disposition of vessels and other assets 7,260 Proceeds from sale of marketable securities 3,749 Additions to vessels and other properties (1,759) (2,550) Withdrawals from Capital construction and other restricted funds 543 Proceeds and interest received on Capital construction and other restricted funds (167) (31) Dividend received from joint venture 2,450 4,410 Investments in joint ventures (1,622) (280) Net cash provided by investing activities 2,651 9,352 CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES: Cash proceeds from issuance of long term debt 5,050 10,337 Net proceeds from issuance of common stock 263 Purchase of treasury stock (1) Payments on long term debt (5,083) (24,805) Dividends paid (2,140) Net cash provided (used) by financing activities 230 (16,609) Net increase in cash and cash equivalents 10,649 4,597 Cash and cash equivalents at beginning of period 45,321 16,850 Cash and cash equivalents at end of period $ 55,970 $ 21,447 See notes to condensed consolidated financial statements.
OMI CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position results of operations and changes in cash flows in conformity with generally accepted accounting principles. However, in the opinion of management of OMI Corp. and subsidiaries, all adjustments (comprising only normal recurring accruals) necessary for a fair presentation of operating results have been included in the statements. NOTE 2 - INCOME TAXES The benefit for income taxes for the three months ended March 31, 1994 varied from statutory rates as follows: (In Thousands) Tax benefit calculated at statutory rates $ (922) Equity in losses of joint ventures of $61,000 not tax effected as management considers to be permanently invested 22 Other 30 Total $ (870) The Company has not provided deferred income taxes on its equity in the undistributed earnings of foreign corporate joint ventures accounted for under the equity method other than Amazon Transport, Inc. ("Amazon"). These earnings are considered by management to be permanently invested in the business. NOTE 3 - SUPPLEMENTAL CASH FLOW INFORMATION Cash payments include interest of approximately $3,887,000 and $6,416,000 for the three months ended March 31, 1994 and 1993, respectively, and income taxes of $1,014,000 for the three months ended March 31, 1993. There were no income taxes paid during the three months ended March 31, 1994. Non-cash transactions which have been excluded from the consolidated statement of cash flows for the three months ended March 31, 1993 include accrued capital expenditures of $826,000. Additionally, 15,000 shares in stock awards issued with a value of $94,000 were excluded from cash flows in 1994. NOTE 4 - JOINT VENTURE INFORMATION Amazon and Wilomi, Inc. ("Wilomi") are both 49 percent owned by OMI and are accounted for using the equity method. Summarized income statement information, in accordance with Regulation S-X Rule 10-01(b)(1), for the three months ended March 31, 1994 and 1993 for Amazon and Wilomi are as follows: (in thousands) Amazon Wilomi 1994 1993 1994 1993 Revenues $ 1,648 $ 2,891 $ 4,782 $ 6,493 Expenses 1,756 1,209 3,865 4,186 Operating (loss) income (108) 1,682 917 2,307 Net (loss) income $ (69) $ 1,778 $ 34 $ 1,454 During February 1994, OMI's 49.9 percent owned joint venture, Mosaic Alliance Corporation, sold 300,000 shares of OMI common stock on the open market at a gain of $1,064,000. OMI's share of the gain of $531,000 has been credited to capital surplus. NOTE 5 - STOCK TRANSACTIONS During the three months ended March 31, 1994, options to purchase 46,667 shares and 1,667 shares of common stock granted under the 1990 Equity Incentive Plan, with grant dates of December 1990 and January 1993, respectively, and grant prices of $5.125 and $4.50, respectively, were exercised. Additionally, 3,500 shares of common stock with a grant date of April 1986 and grant price of $4.6875 were also exercised. During January 1994, non-qualified stock options to acquire 15,000 shares of common stock were cancelled and Stock Appreciation Rights with a grant date of June 1987 and a grant price of $5.125 were exercised. On February 24, 1994, OMI granted non-qualified stock options to acquire 40,000 common shares with a grant price of $6.25. NOTE 6 - NET (LOSS) INCOME PER COMMON SHARE Net (loss) income per common share is determined by dividing net (loss) income by the weighted average number of common shares outstanding during the period. Shares issuable upon the exercise of stock options have not been included in the computation because they do not have a material effect on net (loss) income per common share. NOTE 7 - CREDIT LINES At March 31, 1994, OMI had available and unused a total of $70,000,000 in five short-term lines of credit with banks at variable rates, based on LIBOR. NOTE 8 - COMMITMENTS OMI has committed with a joint venture partner to construct a vessel to be built in the Peoples Republic of China for a cost of approximately $54,400,000. The vessel is scheduled to be delivered in the second quarter of 1996. NOTE 9 - GUARANTEED DEBT OMI acts as a co-guarantor for a portion of the debt incurred by joint ventures with affiliates of two of its joint venture partners. Such debt was approximately $114,895,000 at March 31, 1994, with OMI's share of such guarantees being approximately $56,616,000. OMI also is a guarantor for one of its joint venture's revolving line of credit of up to $4,000,000 at March 31, 1994, with a guarantee to OMI from its joint venture partner of 50 percent of the amount guaranteed by OMI. The Company and its joint venture partners have committed to fund any working capital deficiencies which may be incurred by their joint venture investments. At March 31, 1994, no such deficiencies have been funded. NOTE 10 - SUBSEQUENT EVENTS During April 1994, OMI purchased a foreign flag vessel at a purchase price of $12,050,000. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1994 VERSUS MARCH 31, 1993 OMI Corp. ("OMI" or the "Company"), is a diversified shipping company active in both the U.S. flag and international markets. OMI operates in markets for crude oil, refined petroleum, chemicals, dry bulk and LPG. Results of operations of OMI include operating activities of the Company's domestic and foreign flag wholly owned vessels, leased vessels and vessels chartered-in for the three months ended March 31, 1994 and 1993. NET VOYAGE REVENUES The Company's vessels are operating under a variety of charters and contracts. The nature of these arrangements is such that, without a material variation in net voyage revenues (voyage revenues less vessel and voyage expenses), the revenues and expenses attributable to a vessel deployed under one type of charter or contract can differ substantially from those attributable to the same vessel if deployed under a different type of charter or contract. Accordingly, depending on the mix of charters or contracts in place during a particular accounting period, the Company's voyage revenues and vessel and voyage expenses can fluctuate substantially from one period to another, even if the number of vessels deployed, the number of voyages completed, the amount of cargo carried and the net voyage revenues derived from the vessels were to remain constant. As a result, fluctuations in voyage revenues and vessel and voyage expenses are not necessarily indicative of trends in profitability. The discussion that follows will address variations in net voyage revenues. Net voyage revenues decreased $354,000 or two percent during the three months ended March 31, 1994 in comparison to the 1993 period. The net decrease resulted primarily from lower freight rates in 1994 for two domestic vessels which were operating under federal cargo assistance programs in 1993 and 1994, reduced revenues for two vessels which were drydocked for an aggregate of 47 days in 1994, and lower income in 1994 from the company's lightering operations. Decreases in net voyage revenues were partially offset by increases from three new vessels which operated during the three months ended March 31, 1994 and a vessel, the OMI Columbia, which operated for 35 more days in the first quarter of 1994 than in the same period in 1993. Voyage revenues decreased $2,115,000 or three percent, with net decreases in domestic revenues of $3,318,000 and net increases in foreign revenues of $1,203,000 for the three months ended March 31, 1994 over the comparable period in 1993. Domestic revenues decreased primarily from the disposal of two vessels that operated during the three months ended March 31, 1993. Other domestic revenue decreases were from the Company's 80 percent owned subsidiary, OMI Petrolink Corp. ("Petrolink"), resulting from a combination of reduced volume and lower rates in lightering operations, two vessels operating in government programs which received lower rates in the first quarter of 1994 compared to the first quarter of 1993, and a vessel which was offhire for 21 days in 1994 due to a drydock. These decreases in domestic revenues were offset in part by increases in revenues from a vessel purchased in the second quarter of 1993, which operated for 64 days in the spot market in 1994, and increased revenue from the OMI Columbia which operated on a spot charter for 76 days in 1994 compared to 41 days in 1993. The OMI Columbia, the Company's largest domestic vessel, was idle for most of 1993 which had a significant adverse effect on Consolidated earnings. In 1994, the vessel has been operating in the spot market with more success than the comparable period in 1993, while continuing to search for satisfactory charters. Foreign revenues increased primarily from the purchase of two vessels and from two vessels chartered in during the fourth quarter of 1993. Foreign revenue increases were partially offset by decreases from a vessel with lower spot rates in 1994 compared to 1993, a vessel that operated in the spot market during the first quarter in 1993 which was on a time charter in 1994, and a vessel which was drydocked for 26 days during the first quarter in 1994. Net vessel and voyage expenses decreased $1,761,000 or three percent, with net decreases in domestic expenses of $2,042,000 and net increases in foreign of $281,000 for the three months ended March 31, 1994 compared to the three months ended March 31, 1993. Domestic decreases resulted primarily from the two vessels disposed of in the fourth quarter in 1993, lower expenses from reduced volume in Petrolink's lightering business and lower expenses for a vessel previously operating in the spot market in the first quarter of 1993 which is operating on a time charter in 1994. These decreases in domestic expenses were partially offset by increases from a vessel acquired in the second quarter of 1993 and increased expenses for the OMI Columbia which had more operating days in 1994. Foreign vessel and voyage expenses increased primarily from the operating activities of two vessels time chartered-in during December 1993 which have been operating in the spot market in 1994. OTHER INCOME Other income consists primarily of management fees received from affiliates and/or other parties and dividends. For the three months ended March 31, 1994, other income increased $965,000 or 153 percent as compared to the 1993 quarter. The increase in 1994 resulted primarily from a dividend received from a foreign investment in which the Company holds a minority position. Additionally, there were increases in management fees received from the U.S. Government for the management of vessels in the Ready Reserve Fleet. OMI renewed its contract, for five years, with the Government on June 30, 1993 for the management of an increased number of vessels. OTHER OPERATING EXPENSES The Company's operating expenses, other than vessel and voyage expenses, consists of depreciation and amortization, operating lease expense and general and administrative expenses. For the three months ended March 31, 1994 these expenses increased $1,632,000 or 11 percent, as compared to the three months ended March 31, 1993. The primary increases in these expenses relate to increased depreciation expense due to the shortening of the useful lives of six domestic vessels and additional depreciation on three vessels purchased after the first quarter in 1993. General and administrative expenses increased primarily from increased professional fees relating to finance and operations. OTHER INCOME (EXPENSE) Other income (expense) consists of gain (loss) on disposal of assets- net, interest expense-net, and minority interest. The increase in net other expense of $1,245,000 or 43 percent in the three months ended March 31, 1994 over the comparable period in 1993 is primarily from increased interest expense. In November 1993, OMI issued $170,000,000, 10.25 percent Senior Notes ("Notes") due November 1, 2003, which increased interest expense in the first quarter of 1994. Increases in net other expense were offset by decreases in interest expense for debt which was paid with proceeds from the Notes and a $2,814,000 gain on the sale of Chiles Offshore Corporation ("Chiles") stock. (BENEFIT) PROVISION FOR INCOME TAXES The benefit for income taxes of $870,000 for the three months ended March 31, 1994 varied from statutory rates by excluding the tax effect on the equity in (loss) income of joint ventures, other than Amazon Transport, Inc., as management considers such earnings to be permanently invested. Additionally, statutory rates of 35 percent in 1994 differed from the 34 percent rate in the first quarter of 1993 due to the tax law Congress passed in August 1993. EQUITY IN (LOSS) INCOME OF JOINT VENTURES Equity in (loss) income of joint ventures was $(95,000) in 1994 as compared to $2,079,000 in the first quarter in 1993. This decline in joint venture equity resulted primarily from two 49 percent owned joint ventures. One joint venture, whose vessel's time charter terminated in the third quarter of 1993, operated its vessel at lower rates in the spot market in 1994. The other joint venture also suffered from depressed rates in the spot market, extended offhire due to a vessel casualty and subsequent drydock and increased insurance costs. BALANCE SHEET The decrease in Marketable securities of $3,736,000 or 62 percent, from December 31, 1993 to March 31, 1994 was due to the sale of 747,225 shares of Chiles stock during February 1994. The increase in Other current assets of $5,588,000 or 82 percent, was primarily the increase in prepaid expenses at March 31, 1994 which are allocated to expenses evenly throughout the year and was fully amortized by December 31, with the exception of prepaid insurance. The increase in Accounts payable and accrued liabilities of $9,097,000 or 28 percent from December 31, 1993 as compared to March 31, 1994 was due to increased accrued interest expense relating to interest on the $170,000,000 Notes (payable semi-annually, with two months accrued in December 1993 and five months accrued at March 31, 1994), increased payroll accruals in the domestic fleet, and increased accrued operating lease expense (payable semi-annually with one month accrued in December 1993 and four months accrued at March 31, 1994). LIQUIDITY AND CAPITAL RESOURCES The Company's working capital of $33,325,000 at March 31, 1994 approximated the working capital of $32,957,000 at December 31, 1993. Cash and cash equivalents of $55,970,000 increased $10,649,000 or 24 percent over the balance of $45,321,000 at December 31, 1993. During the first quarter of 1994, the source of the Company's liquidity was issuance of debt, proceeds from previous years insurance claims, and cash generated from operations. For the three months ended March 31, 1994, net cash provided by operating activities was $7,768,000 which was a decrease of $4,086,000 or 34 percent from $11,854,000 for the comparable period in 1993. Net cash provided by investing activities was $2,651,000 in the first quarter 1994 versus $9,352,000 in the first quarter of 1993. The Company received $2,450,000 in dividends from a joint venture in 1994 and $4,410,000 in same period in 1993. Most joint venture earnings are considered to be permanently invested and are not available for distribution, and there is no certainty that the joint venture, the earnings of which are not considered to be permanently invested, will have sufficient earnings to pay dividends in the future. Therefore, the Company cannot rely on dividends or loans from its joint ventures to improve liquidity. Since the issuance of the $170,000,000 Notes on November 3, 1993, the Company has improved its liquidity and financial position and, together with its five unused short-term lines of credit aggregating $70,000,000, and cash flow from operations, is in the position to meet all current and future obligations, and allow the Company to acquire replacement and additional vessels as the opportunity and need arises. During the three months ended March 31, 1994, in addition to cash provided by operating activities, OMI received cash from the following significant activities: * proceeds of $3,749,000 received from the sale of Chiles stock, * $2,450,000 in dividends from a joint venture, and * proceeds of $5,050,000 from the issuance of long-term debt. Significant disbursements other than from operating activities during the three months ended March 31, 1994 were from: * additions to vessels and other property of $1,759,000, $1,205,000 which was a 10 percent down payment on a foreign vessel delivered April 5, 1994, * investment in joint ventures of $1,622,000, primarily for contributions towards a new vessel acquired by a joint venture in January 1994, and * $5,083,000 payments on long-term debt. COMMITMENTS OMI has committed with a joint venture partner to construct a vessel to be built in the Peoples Republic of China for a cost of approximately $54,400,000. The vessel is scheduled to be delivered in the second quarter of 1996. OMI acts as a co-guarantor for a portion of the debt incurred by joint ventures with affiliates of two of its joint ventures partners. Such debt was approximately $114,895,000 at March 31, 1994, with OMI's share of such guarantees being approximately $56,616,000. OMI also is a guarantor for one of its joint venture's revolving line of credit of up to $4,000,000 at March 31, 1994, with a guarantee to OMI from its joint venture partner of 50 percent of the amount guaranteed by OMI. The Company and its joint venture partners have committed to fund any working capital deficiencies which may be incurred by their joint venture investments. At March 31, 1994, no such deficiencies have been funded. PART II: OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS None. ITEM 2 - CHANGES IN SECURITIES None. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Reference to proxy statement filed with the Securities and Exchange Commission on April 22, 1994. ITEM 5 - OTHER INFORMATION None. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits 10.44 OMI Corp. Key Employee Amended and Restated Employment Agreement dated October 1, 1993 between George W. Vlandis and the Company. b. Reports on Form 8-K None. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. OMI CORP. (REGISTRANT) Date: May 11, 1994 By:/s/Jack Goldstein Jack Goldstein President and Chief Executive Officer Date: May 11, 1994 By:/s/Vincent de Sostoa Vincent de Sostoa Senior Vice President/ Finance and Chief Financial Officer EX-10 2 KEY EMPLOYEE AMENDED EMPLOYMENT AGREEMENT EXHIBIT 10.44 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of October 1, 1993 between OMI Corp., a Delaware corporation (the "Company") and George W. Vlandis (the "Employee"). W I T N E S S E T H WHEREAS, the parties hereto have heretofore been party to a certain Employment Agreement dated as of December 31, 1989; and WHEREAS, the Employee has indicated a desire to retire and the Company and the Employee wish to amend and restate the Employment Agreement to provide for the continued employment and retirement of the Employee. NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the Company and the Employee hereby agree as follows: 1. EMPLOYMENT The Company shall employ the Employee, and the Employee accepts employment by the Company, as Senior Vice President/Chartering of the Company upon the terms and conditions herein, for the period ending on February 28, 1994 (the period from the date hereof through February 28, 1994 being herein referred to as the "Executive Employment Period"). For the period commencing upon termination of the Executive Employment period until February 28, 1996 (the "Extended Employment Period") the Employee shall continue to be an employee of the Company for all purposes except with respect to certain benefits, all as hereinafter described. Following completion of the Extended Employment Period, the Employee will retire. 2. DUTIES AND TITLE (a) Throughout the Executive Employment Period or until such earlier time as the Employee shall resign such position, the Employee shall be Senior Vice President/Chartering of the Company. Thereafter the Employee will not hold an executive title. The Employee shall at all times comply with Company policies as established by the Chief Executive Officer and/or the Board. (b) During the Executive Employment Period or until such earlier time as the Employee shall resign such position, the Employee shall devote his full-time working hours to his duties hereunder and to assist his successor, except during vacation time, any periods of illness and authorized leaves of absence. Thereafter, the Employee agrees to be available to consult and perform special assignments on an as requested and as available basis until the end of the Extended Employment Period. (c) Throughout the Executive Employment Period and the Extended Employment Period, the Employee shall faithfully and diligently perform his duties under this Agreement and shall use his best efforts to promote the interests of the Company. 3. COMPENSATION As full compensation to the Employee for his performance of the services hereunder and for his acceptance of the responsibilities described herein, the Company agrees to pay the Employee, and the Employee agrees to accept, the following salary and other benefits: (a) SALARY During the Executive Employment Period, the Company shall pay the Employee a salary at the annual rate of $200,512. During the Extended Employment Period, the Company shall pay the Employee at the annual rate of $132,000. The salary in effect at any particular time is herein referred to as the "Base Salary." The Base Salary due the Employee hereunder shall be payable in equal monthly installments less any amounts required to be withheld by the Company from such Base Salary pursuant to the benefit plans of Section 3(c) and applicable laws and regulations described under Section 9(e). (b) BONUS The Employee shall be eligible to receive for the period ending December 31, 1993, but not for any time thereafter (the "Bonus"). The amount of any Bonus shall be determined by the Board of Directors of the Company in its sole discretion. (c) OTHER BENEFIT PLANS Until completion of the Executive Employment Period the Employee shall be entitled to participate in all benefit plans of the Company, except any which come into effect after the date of this Agreement. Until completion of the Extended Employment Period, the Employee shall be entitled to participate in the ESOP and 401K Plans (and to continue to be an employee for purposes of stock option plans in existence on the date hereof) but excluding any others, such as life insurance, medical, dental, disability and any plans arising after the date of this Agreement. (d) FURTHER BENEFITS The Employee shall be entitled to utilize any accrued vacation, or may request payment therefor. No vacation shall accrue after February 28, 1994. (e) DEFERRED COMPENSATION Notwithstanding any other provision of the Agreement, the Employee shall have the right to request any lawful means (including, without limitation, any deferred compensation arrangement requested by the Employee) by which he wishes to receive any portion of his Base Salary, Bonus, or other payments, and the Company shall reasonably cooperate with the Employee to grant such request, provided that the granting of such request does not represent inequitable treatment as concerns other senior employees or executives (in the Company's sole judgment), and does not impose additional costs on the Company other than insignificant administrative costs. 4. REASONABLE EXPENSES The Company will reimburse the Employee for all reasonable business expenses, including travel and lodging, which are properly incurred by him in the performance of his duties hereunder, upon presentation of proper vouchers therefor and in accordance with written policies established from time to time by the Company for such reimbursements. 5. EMPLOYEE COVENANTS The Employee hereby agrees as follows: (a) Except with the consent of or as directed by the Company, or except if compelled by judicial or legal authorities, the Employee will keep confidential and not divulge to any other person, during the Executive Employment Period, the Extended Employment Period or thereafter, any of the business secrets and other confidential information regarding the Company, its subsidiaries and affiliates, except for information which is or becomes publicly available other than as a result of disclosure by the Employee. (b) All papers, books and records of every kind and description relating to the business and affairs of the Company, its subsidiaries and affiliates, whether or not prepared by the Employee, shall be the sole and exclusive property of the Company, and the Employee shall surrender them to the Company, at any time upon request. (c) Until completion of the Extended Employment Period, the Employee will not, without the prior written consent of the Company, compete, directly or indirectly, with the Company, its subsidiaries and affiliates or participate as a director, officer, employee, agent, representative, stockholder, or partner, or have any direct or indirect financial interest as a creditor, in any business which directly or indirectly competes with the Company its subsidiaries and affiliates; provided, however, that this paragraph (c) shall not restrict the Employee from holding up to 5% of the publicly traded securities of any entity. (d) Until completion of the Extended Employment Period, the Employee shall not either for his own account or for any person, firm or company (i) solicit any customers of the Company, its subsidiaries and affiliates or (ii) solicit or endeavor to cause any employment or induce or attempt to induce any such employee to breach any employment agreement with the Company, its subsidiaries and affiliates, or otherwise interfere with the employment of any employee by the Company, its subsidiaries and affiliates. (e) Without limiting any other provision of this Agreement, the Employee hereby agrees to be bound by and to comply with any obligations known to the Employee and imposed on the Company, its subsidiaries and affiliates, by law, rule, regulation, ordinance, order, decree, instrument, agreement, understanding or other restriction of any kind. (f) The Employee hereby agrees to provide reasonable cooperation to the Company, its subsidiaries and affiliates until completion of the Extended Employment Period in any litigation between the Company, its subsidiaries and affiliates, and third parties. (g) The parties agree that the Company shall, in addition to other remedies provided by law, have the right and remedy to have the provisions of this Section 5 specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any breach or threatened breach of the provisions of this Section 5 will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Nothing contained herein shall be construed as prohibiting the Company from pursuing any other remedies available to it for such breach or threatened breach, including the recovery of damages from the Employee. 6. TERMINATION (a) This Agreement may not be terminated by either party without the consent of the other. The Employee shall be entitled to all payments hereunder regardless of disability or failure to perform any task. (b) If the Employee dies prior to the completion of either the Executive Employment Period or the Extended Employment Period, his heirs, beneficiaries and estate shall continue to receive compensation, payments and benefits that the Employee would have otherwise received during both such periods until completion of the Extended Employment Period without any offset or reduction and without any duty or obligation by such heirs, beneficiaries or estate. (c) TERMINATION BY THE COMPANY FOR CAUSE. The Company, by written notice to the Employee, shall have the right to terminate the Executive Employment Period and/or the Extended Employment Period in the event of any of the following (which shall constitute "Cause"): (i) The Employee's breach in respect of his duties under this Agreement, such breach continuing unremedied for thirty days after written notice thereof from the Company to the Employee specifying the acts constituting the breach and requesting that they be remedied; or (ii) Any misconduct, dishonesty, insubordination or other act by the Employee materially detrimental to the goodwill of the Company, or materially damaging to the Company's its subsidiaries' and affiliates' relationships with their customers or employees, including without limitation, the Employee having been convicted of a felony during the Employment Period, provided such conviction has resulted or is likely to result in substantial detriment to the Company, its subsidiaries and affiliates. Any termination under Section 6(c) shall be without damages or liability to the Company for compensation and other benefits which would have accrued to the Employee hereunder after termination, but all compensation, benefits and reimbursements accrued through the date of termination only, shall be paid to the Employee at the times normally paid by the Company. 7. ASSIGNMENT (a) BY THE EMPLOYEE. This Agreement and any rights (including compensation) or obligation hereunder shall not be assigned, pledged, alienated, sold, attached, charged, encumbered or transferred in any way by the Employee and any attempt to do so shall be void except that (i) the Employee may designate any of his beneficiaries to receive (and such beneficiaries shall receive) any compensation, payments or other benefits payable hereunder upon his death, (ii) any assignment by will or by laws of descent and distribution is permitted and (iii) the Employee's executors, administrators or other legal representatives may assign any rights hereunder to the person or persons entitled thereto. (b) BY THE COMPANY. Provided the substance of the Employee's duties set forth in Section 2 shall not change, and provided that the Employee's compensation as set forth in Section 3 shall not be adversely affected, the Company may assign or otherwise transfer this Agreement to any succeeding entity without limitation, which entity shall assume all rights and obligations hereunder. 8. NOTICES All notices, requests, demands and other communications hereunder must be in writing and shall be deemed to have been duly given if delivered by hand or mailed within the continental United States by first class, registered mail, return receipt requested, postage and registry fees prepaid, to the applicable party and addressed as follows: (a) if to the Company: President OMI Corp. 90 Park Avenue New York, NY 10016 (b) if to the Employee: George W. Vlandis 137 Thornwood Road Stamford, CT 06903 Addresses may be changed by notice in writing signed by the addressee. 9. MISCELLANEOUS (a) If any provision of this Agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this Agreement but shall be confined in its operation to the jurisdiction in which made and to the provisions of this Agreement directly involved in the controversy in which such judgment shall have been rendered. (b) No course of dealing and no delay on the part of any party hereto in exercising any right, power or remedy under or relating to this Agreement shall operate as a waiver thereof or otherwise prejudice such party's rights, powers and remedies. No single or partial exercise of any rights, powers or remedies under or relating to this Agreement shall preclude any other or further exercise thereof or the exercise of any other right, power or remedy. (c) This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument, and all signatures need not appear on any one counterpart. (d) The Company shall promptly reimburse the Employee for attorneys' and accountants' reasonable fees and expenses and necessary disbursements incurred by the Employee in connection with the enforcement of any of his rights hereunder; provided, however, that the Employee shall be entitled to such reimbursement in respect of any such fees, expenses and disbursements incurred by him after the formal initiation of any proceeding or action which is not settled prior to any final judgment, award or determination, only if such judgment, award, or determination is in any material respect in his favor. (e) All payments required to be made to the Employee by the Company hereunder shall be subject to any applicable withholding under any applicable Federal, state or local income tax laws. Any such withholding shall be based upon the most recent W-4 form filed by the Employee with the Company, and the Employee may from time to time revise such filing. (f) This Agreement embodies the entire understanding, and supersedes all other oral or written agreements or understandings, between the parties regarding the subject matter hereof. No change, alteration or modification hereof may be made except in writing signed by both parties hereto. The headings in this Agreement are for convenience of reference only and shall not be considered part of this Agreement or limit or otherwise affect the meaning hereof. This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the state of New York (disregarding any choice of law rules which might look to the laws of any other jurisdiction). (g) Nothing herein contained shall be construed to prevent or limit any acquisition, consolidation or merger of the Company. IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written. By/s/ George W. Vlandis George W. Vlandis OMI Corp. By/s/ Jack Goldstein Jack Goldstein -----END PRIVACY-ENHANCED MESSAGE-----