UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2004
| | | | | | |
Commission
File Number
| | Exact Name of Registrant as Specified in its Charter, Principal Office Address and Telephone Number
| | State of
Incorporation
| | I.R.S. Employer
Identification No.
|
| 1-16827 | | Premcor Inc. 1700 East Putnam Avenue, Suite 400 Old Greenwich, Connecticut 06870 (203) 698-7500 | | Delaware | | 43-1851087 |
| | | |
| 1-11392 | | The Premcor Refining Group Inc. 1700 East Putnam Avenue, Suite 400 Old Greenwich, Connecticut 06870 (203) 698-7500 | | Delaware | | 43-1491230 |
Item 5. Other Events
On April 20, 2004, Premcor Inc. entered into an underwriting agreement for the public offering of up to 14,950,000 million shares of its common stock at a public offering price of $34.00 per share. Premcor Inc.’s wholly owned subsidiary, The Premcor Refining Group Inc., entered into an underwriting agreement for the public offering of up to $400 million aggregate principal amount of senior notes. The senior notes include $200 million 6 1/8% notes due 2011 and $200 million 6 3/4% notes due 2014 and will be guaranteed by Premcor Inc. Both the common stock and senior notes were registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, pursuant to a shelf registration statement (Registration numbers 333-111240 and 333-111240-01). We expect to complete the sale of the common stock and senior notes on April 23, 2004.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
| | |
Exhibit No.
| | Description
|
| 1.1 | | Common Stock Underwriting Agreement dated April 20, 2004 among Premcor Inc. and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, Citigroup Global Markets Inc., and UBS Securities LLC, as representatives of the Underwriters |
| |
| 1.2 | | Senior Notes Underwriting Agreement dated April 20, 2004 among The Premcor Refining Group Inc., Premcor Inc, Credit Suisse First Boston LLC, and Morgan Stanley & Co. Incorporated as representatives of the Underwriters |
| |
| 5.1 | | Opinion of Stroock & Stroock & Lavan LLP as to the legality of the common stock securities |
| |
| 5.2 | | Opinion of Stroock & Stroock & Lavan LLP as to the legality of the debt securities |
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SIGNATURE
Pursuant to the requirements 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.
|
| Premcor Inc. |
| The Premcor Refining Group Inc. |
| (Co-Registrants) |
|
/s/ Dennis R. Eichholz
|
Dennis R. Eichholz |
Controller (principal accounting officer and duly authorized officer) |
April 22, 2004
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Exhibit Index
| | |
Exhibit No.
| | Description
|
| 1.1 | | Common Stock Underwriting Agreement dated April 20, 2004 among Premcor Inc. and Morgan Stanley & Co. Incorporated, Credit Suisse First Boston LLC, Citigroup Global Markets Inc., and UBS Securities LLC, as representatives of the Underwriters |
| |
| 1.2 | | Senior Notes Underwriting Agreement dated April 20, 2004 among The Premcor Refining Group Inc., Premcor Inc, Credit Suisse First Boston LLC, and Morgan Stanley & Co. Incorporated as representatives of the Underwriters |
| |
| 5.1 | | Opinion of Stroock & Stroock & Lavan LLP as to the legality of the common stock securities |
| |
| 5.2 | | Opinion of Stroock & Stroock & Lavan LLP as to the legality of the debt securities |
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