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): November 6, 1995
CLARK REFINING & MARKETING, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11392 43-1491230
(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation) Number) Identification No.)
8182 Maryland Avenue
St. Louis, Missouri 63105-3721
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including are code: (314) 854-9696
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Item 2. Acquisition of Assets.
On November 6, 1995, Clark USA, Inc. ("Clark USA"), Clark Refining
& Marketing, Inc.'s (the "Company") parent issued a press release. The
following is the text of the press release:
Clark USA, Inc. today announced two separate merger agreements, one
with a subsidiary of Occidental Petroleum Corporation and the other with
Gulf Resources Corporation and one of its subsidiaries, which will result
in Occidental and Gulf owning 19% and 4% respectively of the shares of
Clark USA, Inc. Consequently, The Horsham Corporation's equity in Clark
USA will be reduced to 46%.
The agreements will result in Clark USA acquiring the right to
receive approximately 21 million barrels of crude oil over the next six
years in exchange for $100 million of cash and the issuance of 6,676,818
new common shares with a value of $146.9 million.
"These transactions will enable us to achieve the twin aims of
significantly improving our balance sheet and strengthening our equity
base prior to taking Clark USA to market, which remains one of our
strategic objectives," said Paul D. Melnuk, President and Chief Executive
Officer of Clark USA.
"With this increase in our cash flows, we will be in a position to
pursue investment opportunities to continue to grow our business," said
Melnuk. Earlier this year, the Company more than doubled its refining
capacity by the acquisition from Chevron of its 200,000 bbl/day refinery
in Port Arthur, Texas.
Clark USA intends to finance the cash portion of the proposed
transactions with the proceeds of a long-term $150 million private
financing. The mergers and the financing will require the consent of
Clark USA's existing zero coupon bondholders and certain other customary
approvals. Closing is expected by the end of 1995.
Item 5. Other Events.
On November 6, 1995, Clark USA issued a press release. The
following is the text of the press release:
Clark USA, Inc., announced today the solicitation of consent from
holders of its Senior Secured Zero Coupon Notes due 2000, Series A.
Consents by holders of record on November 3, 1995 must be executed and
delivered in order to receive a consent payment of $30.00 per note. The
consent period will terminate on November 17, 1995 at noon (eastern
standard time).
The purpose of the solicitation is (i) to allow Clark USA to issue
$150 million of new indebtedness, (ii) to permit Clark USA to complete
certain transactions with subsidiaries of Occidental Petroleum Corporation
(NYSE: OXY) and Gulf Resources Corporation, (iii) to delete the
requirement that Clark USA redeem up to one-half of the Zero Coupon Notes
upon issuances of its capital stock, and (iv) to allow certain other
modifications to the indentures governing the Zero Coupon Notes.
Additional information regarding the consent solicitation may be
obtained from the information agent, Morrow & Co., Inc. (800-662-5200), or
from Clark USA.
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SIGNATURES
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.
Dated: November 10, 1995 CLARK REFINING & MARKETING, INC.
By: /s/ Dennis R. Eichholz
----------------------
Dennis R. Eichholz
Controller and Treasurer
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