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): November 12, 2001 STATIA TERMINALS INTERNATIONAL N.V. (Exact name of registrant as specified in its charter) Netherlands Antilles 333-18455 52-2003102 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) Tumbledown Dick Bay St. Eustatius, Netherlands Antilles (Address of principal executive offices) Registrant's telephone number, including area code: (011) 5993-82300 Not Applicable ---------------------------------------------------------- (Former name or former address, if changed since last report.) STATIA TERMINALS CANADA, INCORPORATED (Exact name of registrant as specified in its charter) Nova Scotia, Canada 333-18455-01 98-0164788 (State or other jurisdiction of (Commission File (I.R.S. Employer incorporation or organization) Number) Identification No.) 3817 Port Malcolm Road Port Hawkesbury, Nova Scotia B0E 2V0 (Address of principal executive offices) Registrant's telephone number, including area code: (902) 625-1711 Not Applicable ---------------------------------------------------------- (Former name or former address, if changed since last report.) 1 Statia Terminals International N.V. Current Report on Form 8-K Item 5. Other Events. On November 12, 2001, the parent of Statia Terminals International N.V. (the "Company"), Statia Terminals Group N.V. ("Parent"), announced that it had entered into a Stock Purchase Agreement (the "Stock Purchase Agreement) with Kaneb Pipe Line Operating Partnership, L.P. ("Kaneb"), a limited partnership organized under the laws of the State of Delaware, pursuant to which Parent will sell to Kaneb all of the outstanding capital stock of the Company, together with all of the outstanding capital stock of Statia Technology, Inc. and Statia Marine, Inc. (together with the Company, the "Operating Subsidiaries"), in consideration for a purchase price of approximately $307 million including cash on hand and the assumption of approximately $107 million of indebtedness of the Operating Subsidiaries. The Operating Subsidiaries constitute substantially all of the assets of Parent. Parent has filed on November 14, 2001 with the Securities and Exchange Commission as exhibits to a Form 8-K (the "Parent Form 8-K") a copy of the Stock Purchase Agreement and a press release dated November 13, 2001, which documents are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired: Not applicable. (b) Pro Forma Financial Information: Not applicable. (c) Exhibits: The following exhibits to this Form 8-K have been filed as exhibits to the Parent Form 8-K and are incorporated herein by reference. 2.1 Stock Purchase Agreement, dated as of November 12, 2001, by and between Statia Terminals Group N.V. and Kaneb Pipe Line Operating Partnership, L.P., incorporated by reference to Exhibit 2.1 of the Parent Form 8-K 99.1 Text of press release, dated November 13, 2001, issued by Statia Terminals Group N.V., incorporated by reference to Exhibit 99.1 of the Parent Form 8-K 2 SIGNATURES 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 hereunto duly authorized. Statia Terminals International N.V. (Registrant) By: /s/ James G. Cameron ------------------------------------- James G. Cameron Director By: /s/ James F. Brenner ------------------------------------- James F. Brenner Vice President and Treasurer Dated: November 14, 2001 Statia Terminals Canada, Incorporated (Registrant) By: /s/ James F. Brenner ------------------------------------- James F. Brenner Vice President and Treasurer Dated: November 14, 2001 3