UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 20-F [_] Form 11-K [_] Form 10-Q
[_] Form N-SAR
For Period Ended: December 31, 1999
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[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:____________________________________
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing on this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
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PART I - REGISTRANT INFORMATION
Clark USA, Inc.
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Full Name of Registrant
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Former Name if Applicable
8182 Maryland Avenue
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Address of Principal Executive Officer (Street and Number)
St. Louis, Missouri 63105-3721
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City, State and Zip Code
PART II - RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effort of expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[X] a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report of transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[_] c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Clark USA's principal operating subsidiary, Clark Refining &
Marketing, Inc., filed the following narrative on Form 12b-25:
"Clark Refining & Marketing, Inc.'s 1998 Form 10-K/A is currently under
review by the Commission due to its inclusion in a Form S-4 filed by Port
Arthur Coker Company L.P., a sister company to Clark Refining & Marketing,
Inc. On March 6, 2000, Port Arthur Coker Company L.P. filed Amendment No. 1
to its Form S-4 with respect to a note exchange offer described therein.
This amendment along with a response letter was filed in connection with
comments received from the Commission on the Port Arthur Coker Company L.P.
filing that also included comments on Clark Refining & Marketing, Inc.'s
1998 Form 10-K/A. Comments by the Commission on the S-4 amendment were
received on March 29 and are under review by the Company. To avoid filing
potential amendments to Clark Refining & Marketing, Inc.'s Form 10-K, the
Company will delay filing its 1999 Form 10-K until the comment letter can
be reviewed, but will file this Form 10-K in any case no later than April
14, 2000."
Since Clark Refining & Marketing, Inc. represents substantially all of
Clark USA's operations and assets, Clark USA will also delay filing its
1999 Form 10-K.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jeffry N. Quinn (314) 854-9696
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[_] Yes [X] No
Clark USA, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 29, 2000 By:/s/ Maura J. Clark
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Maura J. Clark
Executive Vice President, Corporate Development and
Chief Financial Officer (Principal Financial Officer)
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
person signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).