Registration Statement
As filed with the Securities and Exchange Commission on January 24, 2003
Registration No. 333-            
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
PREMCOR INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
  
2911
  
43-1851087
(State or other jurisdiction of
incorporation or organization)
  
(Primary Standard Industrial
Classification Code Number)
  
(I.R.S. Employer
Identification Number)
 
1700 East Putnam Avenue
Suite 500
Old Greenwich, Connecticut 06870
(203) 698-7500
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
Michael D. Gayda, Esq.
Premcor Inc.
1700 East Putnam Avenue
Suite 500
Old Greenwich, Connecticut 06870
(203) 698-7500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Martin H. Neidell, Esq.
Stroock & Stroock & Lavan LLP
180 Maiden Lane
New York, New York 10038
(212) 806-5836
Facsimile: (212) 806-7836
  
Winthrop B. Conrad Jr., Esq.
Davis Polk & Wardwell
450 Lexington Avenue
New York, New York 10017
(212) 450-4890
Facsimile: (212) 450-3890
 
 
Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-102087
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨ __________
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨
 
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨
 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class of
Securities to be Registered
  
Amount to be
Registered
     
Proposed
Maximum
Offering Price
Per Share
   
Proposed
Maximum
Aggregate
Offering
Price
     
Amount Of
Registration
Fee(1)
Common Stock, par value, $.01 per share
  
1,150,000 shares
     
$20.00
   
$23,000,000
     
$2,116
(1)
 
The Company previously registered an aggregate of $288,966,250 worth of Common Stock on a Registration Statement on Form S-1 (File No. 333-102087), for which a filing fee of $26,585 was previously paid upon the filing of such Registration Statement. The Registrant has instructed a bank to transmit by wire transfer the filing fee to the Securities and Exchange Commission, the Registrant will not revoke such instruction and will confirm the receipt of such instructions by the bank during regular business hours on the following business day, and it has sufficient funds in such account to cover the amount of the registration fee.

 
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
 
Premcor Inc. hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (Note No. 333-102087) declared effective on January 23, 2003 by the Securities and Exchange Commission, including all exhibits thereto.

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 16.    Exhibits and Financial Statement Schedules
 
(a)    Exhibits
 
All exhibits filed with or incorporated by reference in Registration Statement No. 333-102087 are incorporated by reference into, and shall be deemed part of, this registration statement, except for the following, which are filed herewith:
 
EXHIBIT NUMBER
   
DESCRIPTION
15   
   
Awareness Letter from Deloitte & Touche LLP regarding the unaudited interim financial information for September 30, 2002 and 2001.
23.1
   
Consent of Stroock & Stroock & Lavan LLP
23.2
   
Consent of Deloitte & Touche LLP
 
(b)    Financial Statement Schedules
 
All financial statement schedules filed with Registration Statement No. 333-102087 are incorporated by reference into, and shall be deemed part of, this registration statement.

II-1

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, Premcor Inc. certifies that it has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. Louis, MO on January 23, 2003.
 
PREMCOR INC.
By:
  
      /S/    DENNIS R. EICHHOLZ
Name:
  
Dennis R. Eichholz
Title:
  
Senior Vice President – Finance and Controller
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
 
Signature
   
Title
  
Date
*
Thomas D. O’Malley
   
President, Chief Executive Officer and Chairman of the Board (principal executive officer)
  
January 23, 2003
*
William E. Hantke
   
Executive Vice President and Chief Financial Officer (principal financial officer)
  
January 23, 2003
/s/    DENNIS R. EICHHOLZ
Dennis R. Eichholz
   
Senior Vice President – Finance and Controller (principal accounting officer)
  
January 23, 2003
*
David I. Foley
   
Director
  
January 23, 2003
*
Robert L. Friedman
   
Director
  
January 23, 2003
*
Richard C. Lappin
   
Director
  
January 23, 2003
*
Stephen I. Chazen
   
Director
  
January 23, 2003
*
Marshall A. Cohen
   
Director
  
January 23, 2003
*
Jefferson F. Allen
   
Director
  
January 23, 2003
Wilkes McClave III
   
Director
    
 
*By:
  
    /S/    DENNIS R. EICHHOLZ
   
Name: Dennis R. Eichholz
Attorney-in-Fact (1)
(1)
 
The Power of Attorney granted by each officer and certain directors was filed as an exhibit to the Registration Statement on Form S-1 (No. 333-102087) of the Registrant.

II-2

INDEX TO EXHIBITS
 
EXHIBIT NO.
15   
   
Awareness Letter from Deloitte & Touche LLP regarding the unaudited interim financial information for September 30, 2002 and 2001.
23.1
   
Consent of Stroock & Stroock & Lavan LLP
23.2
   
Consent of Deloitte & Touche LLP