SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) July 1, 1998
Clark USA, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-13514 43-1495734
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(Commission File Number) (IRS Employer Identification No.)
8182 Maryland Avenue
St. Louis, Missouri 63105-3721
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 854-9696
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On July 1, 1998, Clark Refining & Marketing, Inc. ("Clark R&M"), a
wholly-owned subsidiary of Clark USA, Inc. (the "Company"), entered into a
purchase and sale agreement (the "Purchase Agreement") with BP Exploration & Oil
Inc., The Standard Oil Company, BP Oil Pipeline Company and BP Chemicals Inc.
(collectively, "BP") for the purchase of BP's Lima, Ohio refinery, its Buckeye
Road crude oil terminal and Vine Street products terminal (collectively, the
"Lima Refinery"), for a purchase price of $175 million plus inventory. For a
more detailed description of the Lima Refinery and the Purchase Agreement, as
well as a summary of Company estimates regarding the Lima Acquisition and the
opinion and report of Turner, Mason & Company, consulting engineers, see Exhibit
99.1.
In connection with the acquisition of the Lima Refinery, the Company
is soliciting consents to amend certain provisions of the Company's 10 7/8%
Notes due 2005 and 11 1/2% Senior Cumulative Exchangeable Preferred Stock in
order to allow Clark R&M to incur the indebtedness to finance the acquisition of
the Lima Refinery. The Consent Soliciation Statement has been filed as Exhibit
99.1 hereto. The Consent Solicitation Statement includes a discussion of recent
developments, including recent financial results.
ITEM 7. EXHIBITS
Exhibit 99.1 Consent Solicitation Statement of the Company dated
July 6, 1998.
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.
CLARK USA, INC.
July 7, 1998 By: /s/ Maura J. Clark
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Executive Vice President--
Corporate Development
and Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number Exhibit Page
99.1 Consent Solicitation Statement of the Company, dated July 6, 1998