-----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, C7M6HNAHf5m+pCrldgq2XuRNBH6JM73AayMCi34FSqbBt2Nkrn2EQy/x9cKZm28V iLD6nn0gNGq/UZaak/2zaA== 0001193125-07-271440.txt : 20071226 0001193125-07-271440.hdr.sgml : 20071225 20071226173012 ACCESSION NUMBER: 0001193125-07-271440 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071220 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071226 DATE AS OF CHANGE: 20071226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERASUN ENERGY CORP CENTRAL INDEX KEY: 0001343202 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32913 FILM NUMBER: 071327313 BUSINESS ADDRESS: STREET 1: 100 22ND AVE CITY: BROOKINGS STATE: SD ZIP: 57006 BUSINESS PHONE: 605-696-7200 MAIL ADDRESS: STREET 1: 100 22ND AVE CITY: BROOKINGS STATE: SD ZIP: 57006 8-K 1 d8k.htm FORM 8-K Form 8-K

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): December 20, 2007

 


VeraSun Energy Corporation

(Exact name of registrant as specified in its charter)

 


 

SOUTH DAKOTA   001-32913   20-3430241

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

100 22nd Avenue, Brookings, SD   57006
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (605) 696-7200

Not Applicable

(Former name or former address, if changed since last report.)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 


Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 20, 2007, the Board of Directors of VeraSun Energy Corporation (the “Company”) appointed Danny Herron as President effective January 1, 2008, replacing the Company’s current President, Don Endres, who will remain the Company’s Chief Executive Officer. Mr. Herron will remain the Company’s Chief Financial Officer.

Mr. Herron, 53, joined the Company as senior vice president and Chief Financial Officer in March 2006. Before joining the Company, Mr. Herron was executive vice president and chief financial officer of Swift & Company (an HM Capital Partners LLC portfolio company), a processor of fresh beef and pork products headquartered in Greeley, Colorado, from 2002 to 2006. He previously served as vice president and senior financial officer of Conagra Beef Company, a beef products manufacturer headquartered in Greeley, Colorado, from 1998 to 2002. From 1991 to 1998, Mr. Herron was employed at Borden Foods Company where he acted as snacks controller from 1991 to 1993, the chief financial officer, midwest snacks, from 1993 to 1995 and operations controller from 1995 to 1998. Mr. Herron also worked at Frito-Lay, Inc. in various capacities from 1983 to 1991.

Mr. Herron’s new base salary will be $400,000 and his targeted annual cash bonus will be 75 percent of base salary. His long term incentive plan opportunity is 120 percent of his base salary.

 

Item 8.01 Other Events.

On December 26, 2007, the Company issued an internal announcement to its employees concerning its expectations regarding certain matters related to the pending merger transaction with US BioEnergy Corporation. A copy of the announcement is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

   (d) Exhibits
99.1    Internal announcement issued by the Company on December 26, 2007

 


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.

 

    VERASUN ENERGY CORPORATION
Date: December 26, 2007     /s/ Donald L. Endres
   

Donald L. Endres

President and Chief Executive Officer


Exhibit Index

 

Exhibit No.   

Exhibits

99.1    Internal announcement issued by the Company on December 26, 2007

 

EX-99.1 2 dex991.htm INTERNAL ANNOUNCEMENT ISSUED BY THE COMPANY Internal announcement issued by the Company

Exhibit 99.1

VeraSun Team

I am pleased to announce the new Executive Management team of the combined VeraSun Energy Corporation. This is the group that will work through the details of the transition and eventually lead the company following the completion of the merger.

As you probably already know, Danny Herron will serve as president of the combined company. Both Danny and Bill Honnef, Senior Vice President of Strategic Initiatives will report directly to me going forward.

Those individuals that will report directly to Danny include:

• Rich Atkinson, Senior Vice President and Chief Financial Officer

• Greg Schlicht, Senior Vice President and General Counsel

• Barry Schaps, Senior Vice President, Logistics

• Paul Caudill, Senior Vice President, Operations

• Bob Antoine, Senior Vice President, Human Resources

• Chad Hatch, Senior Vice President, Corporate Development

The group has started meeting on a regular basis to develop plans to transition the two companies into one combined company. At this time we still expect the merger to be completed in March.

We will do our very best to keep everyone informed throughout this process. I would also like to wish you and your families an enjoyable holiday and happy new year.

Don

Don Endres

CEO

VeraSun Energy Corporation

Additional Information

In connection with the proposed transaction between VeraSun and US BioEnergy, VeraSun has filed a registration statement on Form S-4 with the SEC. Such registration statement includes a preliminary joint proxy statement of VeraSun and US BioEnergy that also constitutes a preliminary prospectus of VeraSun. The material contained herein is not a substitute for the preliminary joint proxy statement/prospectus and any other documents VeraSun or US BioEnergy intend to file with the SEC. SHAREHOLDERS ARE URGED TO READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS, WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT VERASUN, US BIOENERGY AND THE PROPOSED TRANSACTION. The preliminary joint proxy statement/prospectus and other documents relating to the proposed transaction can be obtained free of charge from the SEC’s website at www.sec.gov. These documents can also be obtained free of charge from VeraSun upon written request to VeraSun Energy Corporation, Attention: Investor Relations, 100 22nd Avenue, Brookings, South Dakota 57006, or by calling 605-696-7236, or from US BioEnergy, upon written request to US BioEnergy Corporation, Attention: Investor Relations, 5500 Cenex Drive, Inver Grove Heights, Minnesota 55077, or by calling 651-554-5491.

This communication is not a solicitation of a proxy from any security holder of VeraSun or US BioEnergy. However, VeraSun, US BioEnergy and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed transaction under the rules of the SEC. Information about the directors and executive officers of VeraSun may be found in its 2006 Annual Report on Form 10-K filed with the SEC on March 29, 2007, definitive proxy statement relating to its 2007 Annual Meeting of Shareholders filed with the SEC on April 12, 2007 and current reports on Form 8-K filed with the SEC on July 3, 2007, August 31, 2007 and September 20, 2007. Information about the directors and executive officers of US BioEnergy may be found in its 2006 Annual Report on Form 10-K filed with the SEC on March 30, 2007, definitive proxy statement relating to its 2007 Annual Meeting of Shareholders filed with the SEC on April 27, 2007 and current reports on Form 8-K filed with the SEC on August 13, 2007, October 3, 2007 (as amended) and November 6, 2007. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants is also included in the preliminary joint proxy statement/prospectus referred to above.

-----END PRIVACY-ENHANCED MESSAGE-----