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): July 28, 2000
PRIDE COMPANIES, L.P.
(Exact name of registrant as specified in its charter)
Delaware 001-10473 75-2313597
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
1209 North Fourth Street
Abilene, Texas 79601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (915) 677-5444
<PAGE>
Item 5. Other Events
Pride Refining, Inc., the managing general partner of Pride
Companies, L.P., announced today that Varde Partners, Inc. ("Varde"),
its primary lender, has disagreed with Pride's interpretation of its
Credit Agreement as it impacts the payment of the DESC judgment. As
of June 30, 2000, Varde is the holder of an A Term Loan of $3.6
million ("A Term Loan"), B Term Loan of $12.8 million ("B Term
Loan"), C Term Loan of $6.1 million, Subordinate Note A of $3.2
million and preferred equity securities including $9.3 million of
Series B Preferred Units, $5.0 million of Series C Preferred Units and
$2.8 million of Series D Preferred Units along with accumulated
arrearages on the preferred equity securities of $4.2 million.
Varde is taking the position that, after payment of the A Term
Loan and $5,000,000 on the B Term Loan, it is entitled to one-third of
the proceeds free and clear of any obligation to apply such proceeds
to any of its notes or preferred units. Pride Companies had paid $16.6
million on July 25, 2000 and July 26, 2000, prior to Varde Partners
taking this position. Pride strongly believes that the Credit
Agreement between Pride and Varde clearly requires Varde to apply the
remaining one-third of the proceeds to repay Varde's most senior
securities.
Pride has advised Varde that it does not intend to make any
further payments until the issue is resolved.
Pride Companies, L.P., headquartered in Abilene, Texas, is a
Delaware limited partnership and it owns and operates a common carrier
products pipeline system and three products terminals in Abilene,
Texas, San Angelo, Texas and Aledo, Texas, which are used to market
conventional gasoline, low sulfur diesel fuel, and military aviation
fuel.
Safe Harbor Statement: Certain information included in this
release contains forward-looking statements made pursuant to the
Private Securities Litigation Reform Act of 1995 ("Reform Act"). Such
statements are based on current expectations and involve a number of
known and unknown risks and uncertainties that could cause the actual
results and performance of Pride to differ materially from any
expected future results or performance, expressed or implied, by the
forward-looking statements. In connection with the safe harbor
provisions of the Reform Act, Pride has identified important factors
that could cause actual results to differ materially from such
expectations, including operating uncertainty, acquisition
uncertainty, uncertainties relating to geothermal resources,
uncertainties relating to domestic and international economic and
political conditions and uncertainties regarding the impact of
regulations, changes in government policy and competition. Reference
is made to all of Pride's SEC filings, including Pride's 10-K for the
year ended December 31, 1999, which is incorporated herein by
reference, for a description of such factors. Pride assumes no
responsibility to update forward-looking information contained herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Press Release, dated July 28, 2000.
<PAGE>
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.
PRIDE COMPANIES, L.P.
By: Pride Refining, Inc.,
Managing General Partner
By: Brad Stephens
Chief Executive Officer
Date: July 28, 2000
<PAGE>
Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
PRIDE ANNOUNCES DISPUTE
ABILENE, TX - July 28, 2000 - Pride Refining, Inc., the managing
general partner of Pride Companies, L.P., announced today that Varde
Partners, Inc. ("Varde"), its primary lender, has disagreed with
Pride's interpretation of its Credit Agreement as it impacts the
payment of the DESC judgment. As of June 30, 2000, Varde is the
holder of an A Term Loan of $3.6 million ("A Term Loan"), B Term Loan
of $12.8 million ("B Term Loan"), C Term Loan of $6.1 million,
Subordinate Note A of $3.2 million and preferred equity securities
including $9.3 million of Series B Preferred Units, $5.0 million of
Series C Preferred Units and $2.8 million of Series D Preferred Units
along with accumulated arrearages on the preferred equity securities
of $4.2 million.
Varde is taking the position that, after payment of the A Term Loan
and $5,000,000 on the B Term Loan, it is entitled to one -third of the
proceeds free and clear of any obligation to apply such proceeds to
any of its notes or preferred units. Pride Companies had paid $16.6
million on July 25, 2000 and July 26, 2000, prior to Varde Partners
taking this position. Pride strongly believes that the Credit
Agreement between Pride and Varde clearly requires Varde to apply the
remaining one-third of the proceeds to repay Varde's most senior
securities.
Pride has advised Varde that it does not intend to make any further
payments until the issue is resolved.
Pride Companies, L.P., headquartered in Abilene, Texas, is a Delaware
limited partnership and it owns and operates a common carrier products
pipeline system and three products terminals in Abilene, Texas, San
Angelo, Texas and Aledo, Texas, which are used to market conventional
gasoline, low sulfur diesel fuel, and military aviation fuel.
Safe Harbor Statement: Certain information included in this release
contains forward-looking statements made pursuant to the Private
Securities Litigation Reform Act of 1995 ("Reform Act"). Such
statements are based on current expectations and involve a number of
known and unknown risks and uncertainties that could cause the actual
results and performance of Pride to differ materially from any
expected future results or performance, expressed or implied, by the
forward-looking statements. In connection with the safe harbor
provisions of the Reform Act, Pride has identified important factors
that could cause actual results to differ materially from such
expectations, including operating uncertainty, acquisition
uncertainty, uncertainties relating to geothermal resources,
uncertainties relating to domestic and international economic and
political conditions and uncertainties regarding the impact of
regulations, changes in government policy and competition. Reference
is made to all of Pride's SEC filings, including Pride's 10-K for the
year ended December 31, 1999, which is incorporated herein by
reference, for a description of such factors. Pride assumes no
responsibility to update forward-looking information contained herein.
