(a) Not applicable.

(b) Not applicable.

I. As to the applicant: Its identity

(c) Incorporated companies:

1. Exact name of applicant: Oleum Transport Corp.

2. Form or type of organization: Corporation.

3. Laws under which organized: State of Delaware.

4. Address of principal executive offices, and of important branch offices, if any: Principal executive office, Suite 7606, Empire State Building, 350 Fifth Avenue, New York 1, N. Y. No branch offices.

5. The following information with respect to each officer and director of the corporation:

6. There are no stockholders other than those indicated under the preceding item.

7. There is no voting agreement, voting trust or any other arrangement whereby the voting rights in any shares of the applicant are owned, controlled or exercised in any way by any person not the holder of legal title to such shares.

II. As to the applicant: Its business and affiliations

(a) Applicant was organized as a Delware corporation on March 8, 1954. There is no predecessor company or business. The present stockholders acquired the corporation by purchase of the right to subscribe to its capital stock on or about November 23, 1954. The business of the applicant since its organization has been that of owning (by construction and/or purchase) and chartering tanker vessels in foreign and coastwise trade. The transaction of which this application forms a part, however, is the first business in which it has actually engaged.

(b) Neither the applicant nor any predecessor or affiliate has been in bankruptcy, insolvency or reorganization proceedings.

(c) Applicant has no subsidiaries and no parent company at the present time. It is contemplated that upon completion of the financing arrangements now under negotiation, 50 percent of applicant's stock will be owned by the Northwestern Mutual Life Insurance Co. of Milwaukee, Wis., which is engaged in the business of life insurance and investment, or by such other lending institution or investor as may furnish the uninsured one-eighth of capital required; that 10 percent of applicant's capital stock will be owned by Eastman, Dillon & Co., or the partners thereof, of 15 Broad Street, New York 5, N. Y., investment bankers; and that the balance of capital stock will be owned by the present stockholders in equal amounts.

III. As to the management of the applicant

(a) A brief description of the principal business activities during the past 5 years of each director and each principal executive officer of the applicant:

1. J. Whitney Lewis, president, treasurer and director. Independent petroleum consultant with offices at 480 Park Avenue, New York City, from about March 1947 to about July 31, 1951; mining law consultant to the Government of Indonesia at Djakarta (contract entered into under the auspices of Economic Cooperation Administration through the J. G. White Engineering Corp., 80 Broad Street,

New York), August 1951 through March 1953; independent petroleum consultant working in Los Angeles, Mexico City and New York-March 1953 to date. Vice president and subsequently president of Oleum Transport Corp., March 1954 to date.

2. Alexis J. Anderson, vice president and director. President, A. J. Anderson, Inc., 120 Broadway, New York City. Shipbrokers (sales, chartering, conversion and operation) since 1948, working exclusively with American-flag shipping.

From 1952 until January 1955 he was a director and stockholder of International Navigation Corp., 52 Broadway, New York City, who were owners of American-flag ships. Mr. Anderson severed his connection with this company in January 1955.

3. Julius Manzie, director. Retired officer of Sperry Gyroscope Corp.; for the past 12 years has been secretary of the Propeller Club, New York City; marine architectural consultant, John H. Wells, Inc., 515 Madison Avenue, New York City.

4. Louis J. Robbins, assistant secretary and director. Attorney-at-law, suite 7606, Empire State Building, 350 Fifth Avenue, New York, N. Y., throughout the past 5 years.

(b) Both Mr. Lewis and Mr. Anderson are members of the Propeller Club of New York and of its legislative committee.

Mr. Julius Manzie is a stockholder of Sperry Gyroscope Co., division of the Sperry Corp., Great Neck, Long Island, and a former officer of that company, now retired. He is the secretary of the Propeller Club of New York, 17 Battery

Place, New York City.

(c) There are no affiliations or relationships whatever between the applicant and the contractor referred to in item V, (d) hereof or between the directors and principal executive officers of either company.

IV. As to the applicant: Its property and activities

(a) The applicant does not own properties at the present time.
(b) The applicant does not presently own or operate any vessels.
(c) Not applicable.

(d) Not applicable.

V. The project

(a) The proceeds of the proposed loan will be expended for the construction (including designing, inspecting, outfitting and equipping), and for legal, overhead, financing and other costs incidental thereto, subsequent to September 3, 1954, of three tankers owned by citizens of the United States which are designed principally for commercial use in the coastwise, intercoastal, and foreign trade. (b) Not applicable.

(c) 1. The estimated cost of construction of each vessel is $8,240,000, or a total of $24,720,000. The difference ($3,180,000, or $1,060,000 per vessel) between the cost of construction and the amount of the proposed loan, which is $21,540,000, or $7,180,000 per vessel, is being obtained through arrangements with lending institutions and investors made by Eastman, Dillon & Co., 15 Broad Street, New York City. These arrangements are completely outside the insurance for which application is made herein.

2. The general characteristics of the proposed new vessels are those set forth in Public Law 575, 83d Congress, 2d session, approved August 10, 1954; that is, it will be of approximately 25,500 deadweight tons and shall have a speed of not less than 18 knots. Its other characteristics shall be those set forth in the invitation to bid dated August 20, 1954 (ser. 1913M34), issued by Vice Adm. F. G. Denebrink, Commander, Military Sea Transportation Service, pursuant to Public Law 575.

Applicant claims that these vessels are special-purpose vessels (a) for the reasons set forth in the letter dated March 10, 1954, addressed to the chairman of the Senate Committee on Armed Services by Hon. Sinclair Weeks, Secretary of Commerce, and in the letter dated March 1, 1954, addressed to the chairman of the Senate Committee on Armed Services by Rear Adm. Harry H. Nunn, Judge Advocate General of the Navy for the Secretary of the Navy, both of which letters are printed in the report of the Senate Committee on Armed Services, Senate Report 1337, 83d Congress, 2d session, to accompany S. 3458; (b) for the further considerations set forth in said report; and (c) upon the authority of the letter (A-2) addressed on January 4, 1955, by D. P. Brown, senior vice president and technical manager of the American Bureau of Shipping, 45 Broad Street, New

York, N. Y., to Messrs. Despard & Co., Inc., of New York, N. Y., regarding the vessels authorized in Public Law 575, which contains the following paragraph:

"In summation it is our opinion that, based on the types of tankers being built for ordinary commercial service, there are features of the required general characteristics of these charter tankers which indicate that they are of a special type designed for special purposes.'

A competent supervising architect will be selected in consultation with the American Bureau of Shipping, and full details regarding his experience and qualifications will be supplied as soon as possible.

3. The vessels under reference will be constructed pursuant to the authorization in Public Law 575, 83d Congress, 2d session, in conformity with the specifications of the Military Sea Transportation Service issued thereunder. It is proposed that the vessels will be chartered to MSTS under a long-term time charter, substantially in the same form as that attached to the above-described invitation to bid.

It is believed that these facts render inapplicable that portion of item V-C (3) referring to the estimated operating expenses and revenues of the new vessels; and a comparison with similar figures for a typical vessel for the fleet now serving the trade route for which the new vessels are intended.

(d) No contract has yet been awarded for the work described in the preceding item. It is expected that such contract will be entered into with one of the yards of the shipbuilding division of the Bethlehem Steel Co. Bids for the construction of the vessels have been obtained from the Bethlehem Steel Co., the Ingalls Shipbuilding Corp., and the Newport News Shipbuilding Co. While all these bids were satisfactory, it is considered that the most advantageous was that submitted by Bethlehem Shipbuilding Co., based on design, construction characteristics, and price. No amounts have yet been paid by or for the account of the applicant. No obligation for future payments has yet been undertaken. Upon approval of this application and the signing of an agreement with MSTS pursuant to the invitation to bid described above, applicant proposes to enter into an agreement with the shipyard calling for the customary progress payments. (e) Not applicable.

(f) Not applicable.

VI. Fees and charges

There are no sums paid or to be paid by the applicant in connection with the proposed loan, mortgage, insurance, and commitment to insurance, except as follows:

A commitment fee will be payable to the insurance company at a rate which is under negotiation at the present time but which probably will be within the range of one-fourth to three-fourths of 1 percent of the insurance company's share of the insured amount.

Eastman, Dillon & Co., investment bankers, of 15 Broad Street, New York, N. Y., will be paid a fee for financial advisory service of one-half of 1 percent of the insured amount of the mortgage loan and 1 percent of the uninsured amount thereof; and, in addition, Eastman, Dillon & Co., or the partners thereof, will receive 10 percent of applicant's capital stock. Such fee, however, is payable only on the condition that the aforesaid loans are closed.

This fee will be paid for the following services with respect to the project: complete investigation through banks and rating agencies of principals involved in companies; examination of the enabling legislation and all documents in connection with organization of companies; preparation of memoranda relative to proposed financing, including cash flow projections; consultations with banks and insurance-company lenders through personal interview necessitating large expenditure of time, travel and out-of-pocket expenses in connection therewith; daily, and at times, hourly meetings with principals; preparation of complete brochure on financing, insurance, operating details, and legal requirements; complete and continuous financial consultative services available to tanker operators after successful conclusion of this project.

VII. As to schedules and exhibits

The documents filed with this application include the following:

Schedule I.--Please see the enclosed letter of Eastman, Dillon & Co. and the attachments thereto.

Exhibit A.-A copy of (1) applicant's articles of incorporation and (2) of applicant's bylaws.

There are no other governing papers.

Exhibit B.-Balance sheet and profit and loss statement of the applicant as of November 29, 1954.

Dated New York, N. Y., March 15, 1955.

[SEAL] Attest:

OLEUM TRANSPORT CORP.,
J. WHITNEY LEWIS, President.

A. L. LEWIS, Secretary.

I, J. Whitney Lewis, do certify that I am the president of Oleum Transport Corp., the applicant on whose behalf I have executed the foregoing application; that the applicant is a citizen of the United States within the meaning of section 2, Shipping Act, 1916, as amended (U. S. C., title 46, sec. 802), sections 37 and 38, Merchant Marine Act, 1920, as amended (U. S. C., title 46, secs. 888, 889), and section 905 (c), Merchant Marine Act, 1936, as amended (U. S. C., title 46, sec. 1244); that this application is made for the purpose of inducing the Maritime Administrator to grant insurance pursuant to the provisions of title XI of the Merchant Marine Act, 1936, as amended, and regulations prescribed thereunder; that I have carefully examined the application and all documents submitted in connection therewith and, to the best of my knowledge, information, and belief, the statements and representations contained in said application and related documents are full, complete, accurate, and true.

J. WHITNEY LEWIS.

Subscribed and sworn to before me this 15th day of March 1955.

Commission expires March 30, 1955.

FRANK E. NATTIER, Jr.,
Notary Public.

EASTMAN, DILLON & Co.,
New York, N. Y., March 14, 1955.

Re Oleum Transport Corp., application for ship mortgage and loan insurance under Title XI, Merchant Marine Act, 1936, as amended. MARITIME ADMINISTRATION,

GENTLEMEN: This letter is to accompany the application of Oleum Transport Corp. for ship mortgage and loan insurance, and its purpose is to inform you concerning Oleum's plan for financing the construction of three 25,500 deadweight tons tankers to be constructed and chartered to MSTS pursuant to the provisions of Public Law No. 575. It is not possible at the present time to furnish you with all the information called for in schedule I attached to your application form.

The plan for financing the three subject tankers is set forth in the form of commitment letter from an insurance company lender to Oleum attached hereto. The writer has been informed by Mr. Peter B. Langmuir, manager industrial investments, the Northwestern Mutual Life Insurance Co., that said company's finance committee of the board of trustees approved the financing of three tankers at its meeting on March 11. Within the very near future we expect to receive from Northwestern Mutual a commitment letter substantially in the form of the draft attached hereto. When such letter has been received, we will furnish you copies. If, in the meantime, you wish to check with this company, you may get in touch direct with Mr. Langmuir who has authorized the use of his name.

Also attached hereto is a copy of a letter from the National City Bank of New York dated January 17, 1955, which states the bank's willingness to participate In the financing of these tankers.

We are also bankers for the Atlantic Lines Co., Inc., and Equitable International Corp., each of which companies has submitted a bid to MSTS covering three tankers. We have been informed by Mr. William L. Phillips, vice president, the Mutual Benefit Life Insurance Co., 300 Broadway, Newark, N. J., that his company's committee has approved the financing of one tanker, and we expect to receive a commitment letter substantially in the form of the draft attached hereto from this company within a few days. We are actively negotiating for similar commitments covering the remaining 5 ships of the 9 which we are planning to finance with Penn Mutual Life Insurance Co., Sixth and Walnut Streets, Philadelphia 5, Pa., Connecticut General Life Insurance Co., Hartford 15, Conn.,

Bankers Life Insurance Co., Des Moines, Iowa, State of Wisconsin Investment Board, State Capital Building, Madison, Wis., Continental Casualty Co., 310 North Michigan, Chicago, Ill., Central Life Insurance Co., 505 Fifth Avenue, Des Moines, Iowa, and other lending institutions. It takes a considerable amount of time to submit and explain this deal to lending institutions and for the latter to prepare reports for their investment committees and obtain such committee's approval; we are proceeding as rapidly as possible.

We hope and expect to have definite commitments for all nine tankers within the near future and will keep you advised.

Very truly yours,

Mr. J. W. LEWIS,

Wм. G MCKNIGHT, Jr.

THE NATIONAL CITY BANK OF NEW YORK,
New York, N. Y., January 17, 1955.

President, Oleum Transport Corp.,

Empire State Building, New York 1, N. Y.

DEAR MR. LEWIS: It is our understanding that you will have constructed in American shipyards three 25,000-deadweight ton tankers to be chartered for 10 years to the Navy pursuant to Public Law No. 575 of the 2d session of the 83d Congress. We further understand that the shipyard cost of the vessels will be about $7,750,000 per ship and that interim financing, legal fees, inspection and supervision of construction will bring the capitalizable cost up to around $8 million a ship. Of the $8 million cost, 871⁄2 percent or $7 million is to be financed for a 20-year period against a first preferred ship mortgage which will be insured 100 percent by the United States Government in accordance with Public Law 781 of the 2d session of the 83d Congress.

We are pleased to inform you that in principle we are prepared to advance 871⁄2 percent of the aggregate cost of the 3 vessels up to a total of $21 million to cover construction progress payments, provided that prior to any such advance by us we are able to obtain an unconditional take out from a responsible long-term lender in form and substance satisfactory to us for 65 percent of the construction advances made by us, that upon the delivery of the ships we obtain as assignment of the 10-year Navy charter, assignment of insurance in such amounts and against such risks and with such underwriters as we may require, and that all the documentation supporting the advance and its refunding into a 20-year mortgage debt is approved by ourselves and our counsel.

If we are successful in obtaining the long-term financing, which you request, we envisage that this would reduce our debt per vessel upon delivery by 65 percent leaving us with $2,450,000 per ship maturing in equal monthly installment s over a 7-year period commencing with the delivery of each ship. Our maximum loans after completion of construction of the vessels would, therefore, be $7,350,000.

It is understood and agreed between us that the maximum debt secured by a mortgage on the vessels will not exceed 872 percent of their capitalizable cost and that you will make arrangements to supply the 121⁄2 percent equity money. Our willingness to finance these vessels in the manner outlined above is, of course, predicated upon your obtaining a rate in the aforementioned Navy charter, which will produce an estimated net throwoff, after all operating charges, and which will be sufficient in our judgment adequately to cover the debt maturities we plan to acquire.

Advances made to cover the progress payment of the vessels would be made at an interest cost net to us of 34 percent per annum and the mortgage maturities would bear interest rate net to use of about 31⁄2 percent per annum.

With kind regards.

Sincerely yours,

WALTER B. WRISTON, Vice President.

EASTMAN, DILLON & Co.,
New York, N. Y., March 17, 1955.

Re Oleum Transport Corp., application for ship mortgage and loan insurance under title XI, Merchant Marine Act, 1936, as amended

MARITIME ADMINISTRATION,

Department of Commerce, Washington, D. C.
(Attention: Division for Government Aid.)

GENTLEMEN: Please find attached hereto a copy of the commitment letter of the Mutual Benefit Life Insurance Co., 300 Broadway, Newark, N. J., dated