--------------------------------------------------------------------------------
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): January 28, 2003
Commission Exact Name of Registrant as Specified in its State of I.R.S. Employer
File Number Charter, Principal Office Address and Incorporation Identification No.
Telephone Number
------------------ ----------------------------------------------- ------------------ ----------------------
1-16827 Premcor Inc. Delaware 43-1851087
1700 East Putnam Avenue, Suite 500
Old Greenwich, Connecticut 06870
(203) 698-7500
1-13514 Premcor USA Inc. Delaware 43-1495734
1700 East Putnam Avenue, Suite 500
Old Greenwich, Connecticut 06870
(203) 698-7500
1-11392 The Premcor Refining Group Inc. Delaware 43-1491230
1700 East Putnam Avenue, Suite 500
Old Greenwich, Connecticut 06870
(203) 698-7500
--------------------------------------------------------------------------------
Page 1 of 4
Item 5. Other Events
On January 28, 2003, Premcor Inc. announced that its wholly owned
subsidiary, The Premcor Refining Group Inc., had priced an offering of an
aggregate $525 million in senior notes at par. A copy of Premcor Inc.'s press
release making such announcement is attached hereto as Exhibit 99.1.
On January 30, 2003, Premcor Inc. announced that it completed its public
offering of 12,500,000 shares of common stock at $20.00 per share and
concurrently completed a private placement of 2,860,400 shares of common stock
at $19.20 per share, which reflected the public offering price less underwriting
commissions. A copy of Premcor Inc.'s press release making such announcement is
attached hereto as Exhibit 99.2.
On February 11, 2003, Premcor Inc. announced that The Premcor Refining
Group Inc. had completed its offering of $525 million in senior notes and
amended and restated its existing senior secured credit facility. A copy of
Premcor Inc.'s press release making such announcement is attached hereto as
Exhibit 99.3.
Premcor Inc. owns all of the outstanding common stock of Premcor USA Inc.,
and Premcor USA Inc. owns all of the outstanding common stock of The Premcor
Refining Group Inc.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit No. Description
99.1 Press release dated as of January 28, 2003
99.2 Press release dated as of January 30, 2003
99.3 Press release dated as of February 11, 2003
Page 2 of 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 Inc.
Premcor USA Inc.
The Premcor Refining Group Inc.
(Co-Registrants)
/s/ Dennis R. Eichholz
-------------------------------------
Dennis R. Eichholz
Controller (principal
accounting officer and
duly authorized officer)
February 12, 2003
Page 3 of 4
Exhibit Index
Exhibit No. Description
99.1 Press release dated as of January 28, 2003
99.2 Press release dated as of January 30, 2003
99.3 Press release dated as of February 11, 2003
Page 4 of 4