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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): May 30, 2002
SABINE RIVER HOLDING CORP.
(Exact name of registrant as specified in its charter)
Commission file number: 333-92871-02
Delaware 43-1857408
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1801 South Gulfway Drive
Office No. 36 77640
Port Arthur, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (409) 982-7491
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Item 5. Other Events
On May 30, 2002, Sabine River Holding Corp. ("Sabine") announced that its
subsidiaries, Port Arthur Finance Corp. and Port Arthur Coker Company L.P.,
received valid consents representing 97% of the aggregate principal amount of
the outstanding Port Arthur Finance Corp. 12 1/2% Senior Notes due 2009 in
connection with a consent solicitation announced earlier in May 2002. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference in its entirety.
On June 6, 2002, Sabine and The Premcor Refining Group Inc. ("PRG")
completed a series of transactions ("the restructuring") which were permitted by
the successful consent solicitation. 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 resulted
in Sabine and its subsidiaries becoming wholly owned direct or indirect
subsidiaries of PRG and 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.
Due to the PRG guarantee of Port Arthur Finance Corp.'s 12 1/2% Senior Notes due
2009, Sabine will no longer be required to file periodic reports under the
Securities Exchange Act of 1934, as amended.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) The following exhibit is filed with this Current Report on Form 8-K:
Exhibit No. Description
99.1 Press release dated as of May 30, 2002
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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.
SABINE RIVER HOLDING CORP.
(Registrant)
/s/ Dennis R. Eichholz
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Dennis R. Eichholz
Controller (principal
accounting officer and
duly authorized officer)
June 21, 2002
Page 3 of 5
Exhibit Index
Exhibit No. Description
99.1 Press release dated as of May 30, 2002
Page 4 of 5