- --------------------------------------------------------------------------------
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
PREMCOR USA INC.
(Exact name of registrant as specified in its charter)
Commission file number: 1-13514
Delaware 43-1495734
(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
- --------------------------------------------------------------------------------
Item 2. Acquisition or Disposition of Assets
On June 6, 2002, Premcor USA Inc.'s ("Premcor USA") wholly owned
subsidiary, 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. Premcor USA is a wholly owned subsidiary of Premcor Inc.
The restructuring was permitted by the successful consent solicitation
of the 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, which 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.
2
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
(Incorporated by reference to Exhibit 3.1 filed with The
Premcor Refining Group Inc.'s ("PRG") Current Report on Form
8-K dated June 6, 2002 (Registration No 1-11392))
3.2 Amended and Restated By-Laws of Sabine dated June 6, 2002
(Incorporated by reference to Exhibit 3.2 filed with PRG's
Current Report on Form 8-K dated June 6, 2002 (Registration
No 1-11392))
3.3 Amended and Restated Certificate of Incorporation of Neches
River Holding Corp. ("Neches") dated June 6, 2002
(Incorporated by reference to Exhibit 3.3 filed with PRG's
Current Report on Form 8-K dated June 6, 2002 (Registration
No 1-11392))
3.4 Amended and Restated By-Laws of Neches dated June 6, 2002
(Incorporated by reference to Exhibit 3.4 filed with PRG's
Current Report on Form 8-K dated June 6, 2002 (Registration
No 1-11392))
3.5 Amended and Restated Certificate of Incorporation of Port
Arthur Finance Corp. ("PAFC") dated June 6, 2002
(Incorporated by reference to Exhibit 3.5 filed with PRG's
Current Report on Form 8-K dated June 6, 2002 (Registration
No 1-11392))
3.6 Amended and Restated By-Laws of PAFC dated June 6, 2002
(Incorporated by reference to Exhibit 3.6 filed with
PRG's Current Report on Form 8-K dated June 6, 2002
(Registration No 1-11392))
3
Exhibit No. Description
3.7 Second Amended and Restated Limited Partnership
Agreement for Port Arthur Coker Company L.P.
("PACC") dated as of June 6, 2002 (Incorporated
by reference to Exhibit 3.7 filed with PRG's
Current Report on Form 8-K dated June 6, 2002
(Registration No 1-11392))
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 (Incorporated by reference to Exhibit
4.1 filed with PRG's Current Report on Form 8-K
dated June 6, 2002 (Registration No 1-11392))
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 (Incorporated by reference to Exhibit
4.2 filed with PRG's Current Report on Form 8-K
dated June 6, 2002 (Registration No 1-11392))
4.3 Registration Rights Agreement, dated as of June 6,
2002, among PAFC, Sabine, PRG, PACC, and Neches
(Incorporated by reference to Exhibit 4.3 filed
with PRG's Current Report on Form 8-K dated June
6, 2002 (Registration No 1-11392))
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 (Incorporated by reference to Exhibit
4.4 filed with PRG's Current Report on Form 8-K
dated June 6, 2002 (Registration No 1-11392))
4.5 Equity Contribution Agreement, dated as of June 6,
2002, among Premcor Inc., Premcor USA Inc., and
PRG (Incorporated by reference to Exhibit 4.5
filed with PRG's Current Report on Form 8-K
dated June 6, 2002 (Registration No 1-11392))
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 (Incorporated by
reference to Exhibit 10.1 filed with PRG's
Current Report on Form 8-K dated June 6, 2002
(Registration No 1-11392))
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)
4
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 USA INC.
(Registrant)
/s/ Dennis R. Eichholz
-------------------------------------------
Dennis R. Eichholz
Controller (principal
accounting officer and
duly authorized officer)
June 20, 2002
5
Exhibit Index
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