-----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, WPJzIo/xGOcaI9l/Pti+LXIU/9vZvNhTLxGuwfU2MQTRMV2eb78gH2efLxk71Id7 OE9qOFvOMUFZSXK8xpsGRg== 0000898822-05-001150.txt : 20050902 0000898822-05-001150.hdr.sgml : 20050902 20050902141759 ACCESSION NUMBER: 0000898822-05-001150 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20050901 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050902 DATE AS OF CHANGE: 20050902 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALERO ENERGY CORP/TX CENTRAL INDEX KEY: 0001035002 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 741828067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13175 FILM NUMBER: 051067345 BUSINESS ADDRESS: STREET 1: P.O. BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 BUSINESS PHONE: 2103452000 MAIL ADDRESS: STREET 1: P.O. BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 8-K 1 sep18k.txt 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): SEPTEMBER 1, 2005 VALERO ENERGY CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 001-13175 74-1828067 (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification of Incorporation) Number) ONE VALERO WAY, SAN ANTONIO, TEXAS 78249 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (210) 345-2000 Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On September 1, 2005, Valero Energy Corporation, a Delaware corporation ("Valero"), completed the acquisition of Premcor Inc., a Delaware corporation ("Premcor"), pursuant to the terms of the previously reported Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2005, by and between Valero and Premcor. Effective at 9:00 a.m. Eastern Standard Time on September 1, 2005, Premcor merged (the "Merger") with and into Valero, with Valero surviving the merger. Upon consummation of the Merger on September 1, 2005, among other things, each share of common stock, par value $0.01 per share, of Premcor, was converted into the right to receive cash, Valero common stock, par value $0.01 per share, or a combination of cash and Valero common stock, subject to proration. As previously announced, the deadline for a stockholder to make an election of the type of consideration to be received per share in the Merger was Monday, August 29, 2005 at 5:00 p.m. Eastern Standard Time. The elections are subject to proration as described in more detail on pages 41-45 of the proxy statement/prospectus, dated July 13, 2005, which was first mailed to Premcor stockholders on or about July 15, 2005. Each share of Premcor common stock for which no effective election was made was converted into the right to receive $72.76 in cash. A copy of the press release announcing the closing of the Merger is filed as Exhibit 99.1 to this Form 8-K, and a copy of the press release announcing the final results of the merger consideration election and the amount of consideration to be paid to former Premcor stockholders is filed as Exhibit 99.2 to this Form 8-K. Valero's Registration Statement on Form S-4 (Registration No. 333-125082), which was declared effective by the Securities and Exchange Commission on July 13, 2005, and which is hereby incorporated by reference herein, sets forth certain information regarding the Merger, Valero and Premcor, including, but not limited to, the manner of the Merger, a description of the assets involved, the nature of the consideration paid by Valero therefor, the method used for determining the amount of such consideration, the nature of any material relationships between Premcor and Valero or any officer or director of Valero or any associate of any such officer or director, and the nature of Valero's and Premcor's businesses. The cash portion of the merger consideration was paid or will be paid by Valero to former Premcor stockholders using a combination of (a) cash on hand and (b)proceeds from Valero's $2,000,000,000 5-Year Term Credit Agreement (the "Credit Agreement"), dated as of August 17, 2005 among Valero, Bank of America, N.A. (as Administrative Agent), and the several banks and financial institutions participating in the Credit Agreement. -2- ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of businesses acquired. To be filed by amendment to this Current Report on Form 8-K. (b) Pro forma financial information. To be filed by amendment to this Current Report on Form 8-K. (c) EXHIBITS. The following exhibits are filed as part of this report: 99.1 Press Release, dated September 1, 2005, of Valero Energy Corporation 99.2 Press Release, dated September 2, 2005 of Valero Energy Corporation -3- 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 hereunto duly authorized. Dated: September 2, 2005 VALERO ENERGY CORPORATION By: /s/ Jay D. Browning ------------------------------------ Name: Jay D. Browning Title: Vice President - Corporate Law and Secretary -4- EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 99.1 Press Release, dated September 1, 2005, of Valero Energy Corporation 99.2 Press Release, dated September 2, 2005 of Valero Energy Corporation -5- EX-99 2 ex991.txt EXHIBIT 99.1 EXHIBIT 99.1 VALERO ENERGY CORPORATION COMPLETES MERGER WITH PREMCOR INC., CREATING THE LARGEST REFINING COMPANY IN NORTH AMERICA Thursday September 1, 9:00 am ET SAN ANTONIO--(BUSINESS WIRE)--Sept. 1, 2005--Valero Energy Corporation (NYSE:VLO - - News) and Premcor Inc. (NYSE:PCO - News) closed on their merger at 9:00 a.m. ET today, making Valero the largest refining company in North America. "This acquisition represents yet another well timed and executed transaction that should create tremendous value for our shareholders," said Bill Greehey, Valero's chairman of the board and CEO. "With the addition of Premcor's four refineries, which we bought for significantly less than their replacement cost, we have improved our leverage to product margins and further enhanced our sour crude processing capabilities. As I have often said, we are in a new era for refining where I believe you will continue to see higher highs and higher lows for both product margins and sour crude discounts. And now with 18 refineries, no one is better positioned to benefit from this than Valero. "When we first announced the transaction back in April, we obviously thought it was a great acquisition but now, four months later, it's looking even better. The product margin environment has continued to strengthen and sour crude discounts have continued to widen. And, by closing four months earlier than we originally anticipated, we will be able to capture the accretion to earnings from the acquisition that much sooner," he said. "Now that the transaction is complete, our top priority is to quickly integrate the new refineries into our system. As we've said consistently, these four refineries are very strategic for us and we are committed to enhancing their profitability by capturing synergies with our existing refineries, improving reliability as we have done with our previous acquisitions and increasing light product yields. Our track record of successful integration and reliability improvement speaks for itself. I am confident this transaction will be no different. "2005 is clearly going to be another record year for Valero and the outlook for 2006 is even better, particularly when you consider the contribution of the Premcor assets, which most of the analysts have not yet factored into next year's earnings estimates," said Greehey. The company also noted that, as a result of closing the transaction on September 1 rather than January 1 as originally projected, the company will initially record Premcor's crude oil and refined product inventories at their September 1 market values under purchase accounting rules. During the remainder of the year, Valero will then apply LIFO accounting rules, which require these values to be adjusted to their year-to-date average purchase prices. Because these year-to-date average prices are substantially lower than current market values, LIFO accounting will result in a charge to expense in the company's third quarter income statement. Based on current inventory prices for crude oil and refined products, the company estimates a one-time, non-cash LIFO pre-tax charge would be taken in the third quarter of around $600 million, or $1.40 per share after tax. If prices decline in the fourth quarter, LIFO accounting will result in recovery of a portion of this charge. "Both strategically and financially, this deal will position Valero for continued earnings growth. We have always focused on creating shareholder value by being a financially strong growth company. We have taken our next big step with this acquisition. And looking to the future, we will continue to look for both internal and external opportunities to grow our business," said Greehey. Valero Energy Corporation is a Fortune 500 company based in San Antonio, with approximately 22,000 employees and annual revenue of about $70 billion. The company owns and operates 18 refineries throughout the United States, Canada and the Caribbean with a combined throughput capacity of approximately 3.3 million barrels per day, making it the largest refiner in North America. Valero is also one of the nation's largest retail operators with more than 4,700 retail and branded wholesale outlets in the United States, Canada and the Caribbean under various brand names including Valero, Diamond Shamrock, Shamrock, Ultramar, and Beacon. Please visit www.valero.com for more information. Statements contained in this press release that state the company's or management's expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words "believe," "expect," "should," "estimates," and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecast, see the proxy statement/prospectus dated July 13, 2005 regarding the proposed merger of Valero and Premcor, and the amended Form S-4 Registration Statement filed with the Securities and Exchange Commission (as the same may be supplemented or amended). Also see both companies' reports, including annual reports on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission and available on the Valero web site at www.valero.com. - -------------------------------------------------------------------------------- Contact: Valero Energy Corporation, San Antonio Investors, Eric Fisher, Vice President, Investor Relations: 210-345-2896 or Media, Mary Rose Brown, Senior Vice President, Corporate Communications: 210-345-2314 Web site: http://www.valero.com/ EX-99 3 exh992.txt EXHIBIT 99.2 EXHIBIT 99.2 VALERO ENERGY CORPORATION ANNOUNCES FINAL RESULTS OF ELECTIONS FOR MERGER CONSIDERATION Friday September 2, 11:22 am ET SAN ANTONIO--(BUSINESS WIRE)--Sept. 2, 2005--Valero Energy Corporation (NYSE:VLO - - News) today announced the final results of elections made by Premcor stockholders for the form of merger consideration to be received in the merger of Premcor and Valero, which was consummated on September 1, 2005. The results of elections as reported to Valero by the exchange agent, Computershare Trust Company of New York, are as follows: CASH ELECTIONS: Elections to receive $72.76 in cash for each share of Premcor common stock were validly made with respect to 182,530 shares of Premcor common stock; STOCK ELECTIONS: Elections to receive 0.99 shares of Valero common stock for each share of Premcor common stock were validly made with respect to 88,059,939 shares of Premcor common stock; and NON-ELECTIONS: No election was validly made with respect to 1,069,007 shares of Premcor common stock. The elections are subject to proration procedures as described in greater detail on pages 41 through 45 in the proxy statement/prospectus. Based on these results of the elections, the merger consideration expected to be paid to Premcor stockholders is as follows: CASH ELECTIONS: Each Premcor share with respect to which an election to receive $72.76 in cash was validly made will receive $72.76 in cash; STOCK ELECTIONS: Each Premcor share with respect to which an election to receive 0.99 shares of Valero common stock was validly made will receive 0.48233 shares of Valero common stock and $37.31 in cash; and NON-ELECTIONS: Each Premcor share with respect to which a valid election was not made will receive $72.76 in cash. Fractional shares of Valero will not be issued in the merger. In lieu thereof, stockholders will receive cash as provided in the merger agreement in an amount equal to the value (determined with reference to the closing price of a share of Valero common stock as reported on the NYSE Composite Tape on August 31, 2005, the last full trading day immediately prior to the closing date) of such fractional interest. Valero Energy Corporation is a Fortune 500 company based in San Antonio, with approximately 22,000 employees and annual revenue of about $70 billion. The company owns and operates 18 refineries throughout the United States, Canada and the Caribbean with a combined throughput capacity of approximately 3.3 million barrels per day, making it the largest refiner in North America. Valero is also one of the nation's largest retail operators with more than 4,700 retail and branded wholesale outlets in the United States, Canada and the Caribbean under various brand names including Valero, Diamond Shamrock, Shamrock, Ultramar, and Beacon. Please visit www.valero.com for more information. Statements contained in this press release that state the company's or management's expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words "believe," "expect," "should," "estimates," and other similar expressions identify forward-looking statements. It is important to note that actual results could differ materially from those projected in such forward-looking statements. For more information concerning factors that could cause actual results to differ from those expressed or forecast, see the proxy statement/prospectus dated July 13, 2005 regarding the merger of Valero and Premcor, and the amended Form S-4 Registration Statement filed with the Securities and Exchange Commission (as the same may be supplemented or amended). Also see both companies' reports, including annual reports on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission and available on the Valero web site at www.valero.com. - -------------------------------------------------------------------------------- Contact: Valero Energy Corporation, San Antonio Investors, Eric Fisher, Vice President, Investor Relations: 210-345-2896 or Media, Mary Rose Brown, Senior Vice President, Corporate Communications: 210-345-2314 Web site: http://www.valero.com/ -----END PRIVACY-ENHANCED MESSAGE-----