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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): June 6, 2002
THE PREMCOR REFINING GROUP INC.
(Exact name of registrant as specified in its charter)
Commission file number: 1-11392
Delaware 43-1491230
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1700 East Putnam Avenue
Suite 500 06870
Old Greenwich, Connecticut (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 698-7500
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Item 2. Acquisition or Disposition of Assets
On June 6, 2002, The Premcor Refining Group Inc. ("PRG"), and Sabine
River Holding Corp. ("Sabine") completed a series of transactions ("the
restructuring") that resulted in Sabine and its subsidiaries becoming wholly
owned subsidiaries of PRG. Sabine, through its principal operating subsidiary,
Port Arthur Coker Company L.P. ("PACC"), owns and operates a heavy oil
processing facility, which is operated in conjunction with PRG's Port Arthur,
Texas refinery. Prior to the restructuring, Sabine was 90% owned by Premcor Inc.
and 10% owned by Occidental Petroleum Corporation. PRG is a wholly owned,
indirect subsidiary of Premcor Inc.
The restructuring was permitted by the successful consent solicitation
of bondholders of Sabine's Port Arthur Finance Corp. 12 1/2% senior notes due
2009. The restructuring was accomplished according to the following steps, among
others:
... Premcor Inc. contributed $225.6 million in proceeds from its initial public
offering of common stock to Sabine. Sabine used the proceeds from the
equity contribution, plus cash on hand to prepay $221.4 million of its
senior secured bank loan and to pay a dividend of $141.4 million to Premcor
Inc.;
... Commitments under Sabine's senior secured bank loan, working capital
facility, and certain insurance policies were terminated and related
guarantees were released;
... PRG's existing working capital facility was amended and restated to, among
other things, permit letters of credit to be issued on behalf of Sabine;
... Occidental Petroleum Corporation exchanged its 10% interest in Sabine for
1,363,636 newly issued shares of Premcor Inc. common stock;
... Premcor Inc. contributed its 100% ownership interest in Sabine to Premcor
USA Inc., the parent company of PRG. Premcor USA Inc., in turn, contributed
its 100% ownership interest to PRG; and
... PRG fully and unconditionally guaranteed, on a senior unsecured basis, the
payment obligations under the Port Arthur Finance Corp. 12 1/2% senior
notes due 2009. The guarantee was issued in a private placement made in
reliance on an exemption from the registration requirements of the
Securities Act. PRG and Sabine have agreed to file a registration statement
under the Securities Act to register the notes and the PRG guarantee, not
later than 120 days from June 6, 2002.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
The audited consolidated balance sheets of Sabine for the years ended
December 31, 2001 and 2000 and the audited consolidated statements of operations
of Sabine for the years ended December 31, 2001, 2000, and 1999 are incorporated
by reference to Sabine's Annual Report on Form 10-K for the year ended December
31, 2001, and the unaudited consolidated financial statements of Sabine for the
three months ended March 31, 2002 are incorporated by reference to Sabine's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2002.
(b) Pro forma Financial Information
The unaudited pro forma financial statements reflecting the
restructuring and certain other significant transactions include the unaudited
pro forma combined condensed balance sheet as of March 31, 2002 and the
unaudited pro forma combined condensed statements of operations for the quarter
ended March 31, 2002 and the years ended December 31, 2001, 2000, and 1999.
These statements are filed as Exhibit 99.1 to this Current Report on Form 8-K
and are incorporated herein by reference.
(c) Exhibits
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of Sabine
River Holding Corp. ("Sabine") dated June 6, 2002 (filed
herewith)
3.2 Amended and Restated By-Laws of Sabine dated June 6, 2002
(filed herewith)
3.3 Amended and Restated Certificate of Incorporation of Neches
River Holding Corp. ("Neches") dated June 6, 2002 (filed
herewith)
3.4 Amended and Restated By-Laws of Neches dated June 6, 2002
(filed herewith)
3.5 Amended and Restated Certificate of Incorporation of Port
Arthur Finance Corp. ("PAFC") dated June 6, 2002 (filed
herewith)
3.6 Amended and Restated By-Laws of PAFC dated June 6, 2002 (filed
herewith)
3.7 Second Amended and Restated Limited Partnership Agreement for
Port Arthur Coker Company L.P. ("PACC") dated as of June 6,
2002 (filed herewith)
4.1 First Supplemental Indenture, dated as of June 6, 2002, among
The Premcor Refining Group Inc. ("PRG"), Sabine, Neches, PACC,
PAFC, Deutsche Bank Trust Company Americas, as Collateral
Trustee, and HSBC Bank USA, as Capital Markets Trustee (filed
herewith)
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Exhibit No. Description
4.2 Amended and Restated Common Security Agreement, dated as of
June 6, 2002, among Sabine, PRG, PAFC, PACC, Neches, Deutsche
Bank Trust Company Americas, as Collateral Trustee and
Depositary Bank, and HSBC Bank USA, as Capital Markets Trustee
(filed herewith)
4.3 Registration Rights Agreement, dated as of June 6, 2002, among
PAFC, Sabine, PRG, PACC, and Neches (filed herewith)
4.4 Amended and Restated Transfer Restrictions Agreement, dated as
of June 6, 2002, among PAFC, PACC, Premcor Inc., Sabine,
Neches, Deutsche Bank Trust Company Americas, as Collateral
Trustee, and HSBC Bank USA, as Capital Markets Trustee (filed
herewith)
4.5 Equity Contribution Agreement, dated as of June 6, 2002, among
Premcor Inc., Premcor USA Inc., and PRG (filed herewith)
10.1 Second Amended and Restated Credit Agreement, dated as of May
29, 2002, among PRG, Deutsche Bank Trust Company Americas, as
Administrative Agent and Collateral Agent, TD Securities (USA)
Inc., as Syndication Agent, Fleet National Bank, as
Documentation Agent, and other financial institutions party
hereto (filed herewith)
99.1 Unaudited Pro Forma Combined Condensed Balance Sheet as of
March 31, 2002, and Unaudited Pro Forma Combined Condensed
Statements of Operations for the quarter ended March 31, 2002
and the years ended December 31, 2001, 2000, and 1999 (filed
herewith)
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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.
THE PREMCOR REFINING GROUP INC.
(Registrant)
/s/ Dennis R. Eichholz
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Dennis R. Eichholz
Controller (principal
accounting officer and
duly authorized officer)
June 20, 2002
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Exhibit Index
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of Sabine
River Holding Corp. ("Sabine") dated June 6, 2002
3.2 Amended and Restated By-Laws of Sabine dated June 6, 2002
3.3 Amended and Restated Certificate of Incorporation of Neches
River Holding Corp. ("Neches") dated June 6, 2002
3.4 Amended and Restated By-Laws of Neches dated June 6, 2002
3.5 Amended and Restated Certificate of Incorporation of Port
Arthur Finance Corp. ("PAFC") dated June 6, 2002
3.6 Amended and Restated By-Laws of PAFC dated June 6, 2002
3.7 Second Amended and Restated Limited Partnership Agreement for
Port Arthur Coker Company L.P. ("PACC") dated as of June 6,
2002
4.1 First Supplemental Indenture, dated as of June 6, 2002, among
The Premcor Refining Group Inc. ("PRG"), Sabine, Neches, PACC,
PAFC, Deutsche Bank Trust Company Americas, as Collateral
Trustee, and HSBC Bank USA, as Capital Markets Trustee
4.2 Amended and Restated Common Security Agreement, dated as of
June 6, 2002, among Sabine, PRG, PAFC, PACC, Neches, Deutsche
Bank Trust Company Americas, as Collateral Trustee and
Depositary Bank, and HSBC Bank USA, as Capital Markets Trustee
4.3 Registration Rights Agreement, dated as of June 6, 2002, among
PAFC, Sabine, PRG, PACC, and Neches
4.4 Amended and Restated Transfer Restrictions Agreement, dated as
of June 6, 2002, among PAFC, PACC, Premcor Inc., Sabine,
Neches, Deutsche Bank Trust Company Americas, as Collateral
Trustee, and HSBC Bank USA, as Capital Markets Trustee
4.5 Equity Contribution Agreement, dated as of June 6, 2002, among
Premcor Inc., Premcor USA Inc., and PRG
10.1 Second Amended and Restated Credit Agreement, dated as of May
29, 2002, among PRG, Deutsche Bank Trust Company Americas, as
Administrative Agent and Collateral Agent, TD Securities (USA)
Inc., as Syndication Agent, Fleet National Bank, as
Documentation Agent, and other financial institutions party
hereto
Exhibit No. Description
99.1 Unaudited Pro Forma Combined Condensed Balance Sheet as of
March 31, 2002, and Unaudited Pro Forma Combined Condensed
Statements of Operations for the quarter ended March 31, 2002
and the years ended December 31, 2001, 2000, and 1999