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: March 4, 1999
PENN OCTANE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-24394 52-1790357
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
900 Veterans Boulevard, Suite 240
Redwood City, California 94063
(Address of principal executive offices) (Zip Code)
(650) 368-1501
(Registrant's telephone number, including area code)
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Item 5. Other Events
On March 3, 1999, the Registrant completed an exchange of $0.9 million of
Secured Notes for 90,000 shares of the Registrants Senior Preferred Stock (the
Senior Preferred Stock) at a purchase price of $10.00 per share. The Senior
Preferred Stock is non-voting and dividends are payable at a rate of 12%
annually, payable in cash or in kind, semi-annually. The Preferred Stock may be
converted in whole or in part at any time at a conversion ratio of one share of
Senior Preferred Stock for 4.0 shares of common stock of the Registrant. In
connection with the exchange the holder of the Senior Preferred Stock will
receive 50,000 shares of common stock of the Registrant and an additional 50,000
shares of common stock of the Registrant, if the Senior Preferred Stock is not
redeemed by the Registrant prior to September 3, 1999.
A copy of the unaudited condensed consolidated balance sheet of the Registrant,
adjusted for the additional equity transaction described herein, which is
attached as Exhibit 1 hereto, is incorporated herein by reference and made a
part hereof.
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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 hereunto duly authorized.
PENN OCTANE CORPORATION
Date: March 4, 1999
By: /s/ Ian T. Bothwell
-------------------------
Name: Ian T. Bothwell
Title: Vice President, Treasurer,
Assistant Secretary, Chief
Financial Officer and
Principal Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- -------------------------------------------- --------
1. Unaudited Condensed Consolidated Balance
Sheet of the Registrant as of March 4, 1999 5-6
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<CAPTION>
PENN OCTANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
March 4,
1999
(Unaudited) (a)
----------------
<S> <C>
Total current assets 2,753,424
Property, plant and equipment - net 3,044,325
Lease rights (net of accumulated amortization of $501,457 ) 652,582
Net assets held for sale 745,274
Other noncurrent assets 11,220
----------------
Total assets $ 7,206,825
================
<FN>
(a) Amounts derived from unaudited condensed consolidated balance sheets as
of January 31, 1999, adjusted for the equity transaction described
in this report on Form 8-k.
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<CAPTION>
PENN OCTANE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS - CONTINUED
LIABILITIES AND STOCKHOLDERS' EQUITY
March 4,
1999
(Unaudited) (a)
----------------
<S> <C>
Current Liabilities
Current maturities of long-term debt $ 734,902
Revolving line of credit, trade accounts payable
3,816,400
----------------
And accrued liabilities
Total current liabilities 4,551,302
Long-term debt, less current maturities -
Commitments and contingencies -
Stockholders' Equity
Senior Preferred stock-$.01 par value, 5,000,000 shares authorized;
90,000 shares issued and outstanding at March 4, 1999 900
Preferred stock-$.01 par value, 5,000,000 shares authorized; 0
convertible shares issued and outstanding at March 4, 1999 -
Common stock-$.01 par value, 25,000,000 shares authorized;
10,821,557 shares issued and outstanding at March 4, 1999 108,216
Additional paid-in capital 15,471,467
Notes receivable from the president of the Company and a related party
for exercise of warrants, less reserve of $223,000 at March 4, 1999 (2,763,006)
Accumulated deficit (10,162,054)
----------------
Total stockholders' equity 2,655,523
----------------
Total liabilities and stockholders' equity $ 7,206,825
================
<FN>
(a) Amounts derived from unaudited condensed consolidated balance sheets as of
January 31, 1999, adjusted for the equity transaction described in this
report on Form 8-k.
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