-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RAnJxQFEoCcqRhf+v3iG8kRN9Cwd+rd+B3I+b3AOlddgCkQlwgywbUi/AeDCLpRp 1g9ybWLzKzNXgZOOwjBuWQ== 0000859636-03-000006.txt : 20030425 0000859636-03-000006.hdr.sgml : 20030425 20030425154253 ACCESSION NUMBER: 0000859636-03-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030425 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PRIDE COMPANIES LP CENTRAL INDEX KEY: 0000859636 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 752313597 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10473 FILM NUMBER: 03664736 BUSINESS ADDRESS: STREET 1: 1209 N FOURTH ST CITY: ABILENE STATE: TX ZIP: 79601 BUSINESS PHONE: 9156775444 MAIL ADDRESS: STREET 1: PO BOX 3237 CITY: ABILENE STATE: TX ZIP: 79604 8-K 1 p8k042503.txt PRIDE COMPANIES, L.P. 8-K FOR APRIL 25, 2003 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): April 25, 2003 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 Item 5. Other Events Pride Refining, Inc., the managing general partner of Pride Companies, L.P., "Pride," (OTC: PRDE) announced today that its Board of Directors has approved a one-for-100 reverse unit split for Pride. Every 100 shares of Pride's existing common units will convert into one new common unit on the effective date of the split. Fractional units shall be rounded to the nearest whole unit (and a 0.5 unit shall be rounded to the next higher unit). The reverse unit split is scheduled to become effective as of the opening of business on May 5, 2003 and will reduce the total number of outstanding common units from 4,950,000 to approximately 49,500. The unit split will be administered by the company's transfer agent, Mellon Investor Services, not by Pride. More information about the unit split can be obtained by calling Mellon Investor Services at (888)-695-1646 (toll free). Brad Stephens, Pride's chief executive officer said, "For a number of years now Pride's units have traded as a penny stock. We believe the split will adjust the trading price to reflect the improved financial condition of the Company as it has emerged from bankruptcy. We believe it will also improve Pride's financial flexibility and may eventually lower Pride's administrative expenses, including tax reporting and investor relations expenses." Pride announced net income of $543,000 for the first quarter of 2003 compared to net income of $10,049,000 for the first quarter of 2002. Net income for the first quarter of 2002 included extraordinary gain from cancellation of indebtedness of $9,543,000, reorganization items of $204,000, and gain from sale of assets of $1,152,000. Net income for the first quarter of 2002, excluding the extraordinary gain, reorganization items and gain from sale of assets was negative $442,000. Operating income for the first quarter of 2003 was $541,000 compared to operating loss for the first quarter of 2002 of $513,000. The improvement was due to an increase in gross margins from refined products, particularly diesel. 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 December 31, 2002 10-K, incorporated herein by reference, for a description of such factors. Pride assumes no responsibility to update forward-looking information contained herein. 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. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release, dated April 25, 2003. 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: April 25, 2003 Exhibit 99.1 NEWS RELEASE FOR IMMEDIATE RELEASE PRIDE COMPANIES, L.P. ANNOUNCES REVERSE UNIT SPLIT AND FIRST QUARTER EARNINGS One-For-100 Reverse Split Effective May 5, 2003 ABILENE, TX , April 25, 2003 - Pride Refining, Inc., the managing general partner of Pride Companies, L.P., "Pride," (OTC: PRDE) announced today that its Board of Directors has approved a one-for-100 reverse unit split for Pride. Every 100 shares of Pride's existing common units will convert into one new common unit on the effective date of the split. Fractional units shall be rounded to the nearest whole unit (and a 0.5 unit shall be rounded to the next higher unit). The reverse unit split is scheduled to become effective as of the opening of business on May 5, 2003 and will reduce the total number of outstanding common units from 4,950,000 to approximately 49,500. The unit split will be administered by the company's transfer agent, Mellon Investor Services, not by Pride. More information about the unit split can be obtained by calling Mellon Investor Services at (888)-695-1646 (toll free). Brad Stephens, Pride's chief executive officer said, "For a number of years now Pride's units have traded as a penny stock. We believe the split will adjust the trading price to reflect the improved financial condition of the Company as it has emerged from bankruptcy. We believe it will also improve Pride's financial flexibility and may eventually lower Pride's administrative expenses, including tax reporting and investor relations expenses." Pride announced net income of $543,000 for the first quarter of 2003 compared to net income of $10,049,000 for the first quarter of 2002. Net income for the first quarter of 2002 included extraordinary gain from cancellation of indebtedness of $9,543,000, reorganization items of $204,000, and gain from sale of assets of $1,152,000. Net income for the first quarter of 2002, excluding the extraordinary gain, reorganization items and gain from sale of assets was negative $442,000. Operating income for the first quarter of 2003 was $541,000 compared to operating loss for the first quarter of 2002 of $513,000. The improvement was due to an increase in gross margins from refined products, particularly diesel. 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 December 31, 2002 10-K, incorporated herein by reference, for a description of such factors. Pride assumes no responsibility to update forward-looking information contained herein. Contact: Investor Relations 325-677-5444, ext. 334 Pride Companies, L.P. - 1st Quarter 2003 Net income $0.07 per unit vs. $0.07 2003 2002 Quarter ended March 31: Revenues $ 75,633,000 $ 47,684,000 Net income before extraordinary gain $ 543,000 $ 506,000 Extraordinary gain (1) $ - $ 9,543,000 Net income $ 543,000 $ 10,049,000 Average units 4,950,000 4,950,000 Basic and diluted income per Common Unit: Net income before extraordinary gain $ .07 $ .07 Extraordinary gain (1) $ - $ - Net income $ .07 $ .07 (1) The extraordinary gain for the first quarter of 2002 was allocated to Pride SGP the general partner of Pride Companies, L.P.; therefore, the basic and diluted extraordinary gain per Common Unit is zero. -----END PRIVACY-ENHANCED MESSAGE-----