CORRESP 1 filename1.htm d1053388_corresp.htm

 
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK  10004
 
     
 
 
TELEPHONE:  (212)  574-1200
FACSIMILE:  (212) 480-8421
WWW.SEWKIS.COM
1200 G STREET, N.W.
WASHINGTON, D.C. 20006
TELEPHONE:  (202) 737-8833
FACSIMILE:  (202) 737-5184

 
December 4, 2009



Branch Chief
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549-5546
 
 
 
Re:
Form 20-F for the year ended December 31, 2008
File No. 000-50113                                                     
 
   

          Reference is made to the Company's Annual Report on Form 20-F for the year ended December 31, 2008, and to the Company's Form 6-K, including second quarter financial results dated August 31, 2009 (collectively, the "Regulatory Filings").  By letter dated November 5, 2009 (the "First Comment Letter"), the Staff of the U.S. Securities and Exchange Commission (the "Staff") provided the Company with comments to the Regulatory Filings.  By letter dated November 17, 2009, the Company responded to the Staff's comments contained in the First Comment Letter.  By letter dated November 20, 2009 (the "Second Comment Letter"), the Staff provided the Company with an additional comment.
 
          Set forth below is the Company's response to the Second Comment Letter.  To assist the Staff, the comment is repeated here, and the response is presented after the comment.

Form 20-F for year ended December 31, 2008

Note.11- Equity in Net Assets of Non-Consolidated Investees, page F-24

1.
While it is true that income averaging should be used if "income" for the most recent fiscal year is 10% or more below the average of income for the last five fiscal years, you may not use income averaging where you have reported a loss in the latest fiscal year. Please recompute the significance test with respect to income in fiscal 2008 and file any additional financial statements is required. In addition please provide us with your numerical computations and illustrate how you derived the "group consolidated (losses) before taxes" by reconciling that number to the income statement for fiscal 2008.

          The Company acknowledges the Staff's comments and sets forth below the recomputed significance numerical computations including the calculation of "group consolidated income (losses) before taxes":

(in thousands of $)
 
 
Bluewater
   
LNGL
   
ECGS
   
OLT-O
 
 
Equity in net (losses) before tax of investees
  $ (572 )   $ (1,576 )   $ (166 )   $ (92 )
 
Group consolidated income (loss) before taxes (1)
  $ (9,479 )   $ (9,479 )   $ (9,479 )   $ (9,479 )
 
Equity in net losses before taxes of investees
as a % of Group net losses before taxes
      6 %       17 %       2 %       1 %
 (1)  Group consolidated income before taxes computation:
                               
 
   
Fiscal 2009
 
Net loss
  $ (9,989
         
Add back group tax
  $ 510  
         
Group consolidated (loss) income before tax
   $ (9,479  )

          Please feel free to contact the undersigned at (212) 574-1223, or Christine Westbrook of this office at (212) 574-1371, with any questions or comments.