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 31, 2001
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
1-13175
(Commission File Number)
74-1828067
(IRS Employer Identification No.)
ONE VALERO PLACE
SAN ANTONIO, TEXAS
(Address of principal executive offices)
78212
(Zip Code)
(210) 370-2000
(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective December 31, 2001, Ultramar Diamond Shamrock Corporation, a Delaware corporation ("UDS"), merged with and into Valero Energy Corporation (the "Merger"), a Delaware corporation ("Valero"), pursuant to an Agreement and Plan of Merger, dated as of May 6, 2001, by and between Valero and UDS (the "Merger Agreement"). Upon consummation of the Merger on December 31, 2001, among other things, each share of common stock, par value $0.01 per share, of UDS, was converted into the right to receive cash, Valero common stock, or a combination of cash and Valero common stock, as set forth in the Merger Agreement. The Merger Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K (this "Form 8-K") and the foregoing description of the Merger is qualified in its entirety by reference to the Merger Agreement. 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 UDS stockholders is filed as Exhibit 99.2 to this Form 8-K.
Valero's Registration Statement on Form S-4 (Registration No. 333-61756), which was declared effective by the Securities and Exchange Commission on August 24, 2001, and which is hereby incorporated by reference herein, sets forth certain information regarding the Merger, Valero and UDS, 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 UDS and Valero or any officer or director of Valero or any associate of any such officer or director, the nature of Valero's and UDS's businesses and Valero's intended use of the assets acquired in the Merger.
The cash portion of the merger consideration was paid by Valero to former UDS stockholders using proceeds from Valero's $1.5 billion bridge loan facility and one of Valero's two $750 million revolving bank credit facilities, all with JPMorgan Chase Bank and the several lenders participating in the facilities.
ITEM 5. OTHER EVENTS.
Restated Certificate of Incorporation.
Effective December 31, 2001, Valero's Restated Certificate of Incorporation was amended to increase the number of authorized shares of Valero common stock. A copy of the amendment to Valero's Restated Certificate of Incorporation is filed as Exhibit 3.1 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
STATEMENTS AND EXHIBITS.
(a) Financial statements for UDS will be filed by amendment to this Form 8-K not later than 60 days after the date that this Form 8-K was required to have been filed.
(b) Pro forma financial information that would be required pursuant to Article 11 of Regulation S-X will be filed by amendment to this Form 8-K not later than 60 days after the date that this Form 8-K was required to have been filed.
(c) The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Merger, dated as of May 6, 2001, by and between Valero Energy Corporation and Ultramar Diamond Shamrock Corporation (incorporated by reference to Exhibit 2.1 to Valero's Current Report on Form 8-K, filed on May 10, 2001).*
3.1 Amendment to the Restated Certificate of Incorporation of the Registrant.
99.1 Text of press release, dated December 31, 2001, with respect to the closing of the Merger.
99.2 Text of press release, dated January 9, 2002, with respect to the final results of the merger consideration election and the amount of consideration to be paid to former UDS stockholders.
* Previously filed.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Valero has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VALERO ENERGY CORPORATION
By: /s/ Jay D. Browning
---------------------
Jay D. Browning
Secretary
Dated: January 11, 2002
|
EXHIBIT INDEX
Exhibit No. Description of Exhibit
2.1 Agreement and Plan of Merger, dated as of May 6, 2001, by and between Valero Energy Corporation and Ultramar Diamond Shamrock Corporation (incorporated by reference to Exhibit 2.1 to Valero's Current Report on Form 8-K, filed on May 10, 2001).
3.1 Amendment to the Restated Certificate of Incorporation of the Registrant.
99.1 Text of press release, dated December 31, 2001, with respect to the closing of the Merger.
99.2 Text of press release, dated January 9, 2002, with respect to the final results of the merger consideration election and the amount of consideration to be paid to former UDS stockholders.
EXHIBIT 3.1
AMENDMENT TO RESTATED CERTIFICATE
OF INCORPORATION OF VALERO
Pursuant to unanimously adopted resolutions of the Board of Directors of Valero and the approval on September 27, 2001 of the stockholders of Valero, the first paragraph of Article IV of the Restated Certificate of Incorporation of Valero is hereby amended and restated to read in its entirety as follows:
"The total number of shares of all classes of stock that the corporation shall have authority to issue is 320,000,000 shares, divided into classes as follows: 300,000,000 shares shall be Common Stock, par value $0.01 per share ("Common Stock"); and 20,000,000 shares shall be Preferred Stock, par value of $0.01 per share ("Preferred Stock"). Shares of any class of stock of the corporation may be issued for such consideration and for such corporate purposes as the Board of Directors of the corporation may from time to time determine."
EXHIBIT 99.1
VALERO AND UDS CLOSE ON MERGER
SAN ANTONIO - December 31, 2001
Valero Energy Corporation (NYSE: VLO) and Ultramar Diamond Shamrock Corporation (NYSE: UDS) closed on their merger at 11:59 p.m. EST today, officially making Valero one of the top three refining companies in the United States.
"We're excited about the incredible potential of the new Valero," said Bill Greehey, Valero's chairman of the board and CEO. "By joining together, we've created a stronger organization that will produce much greater earnings for our shareholders and more exciting results for everyone.
"We completed this merger in record time - only seven months - and without any layoffs. As we've said from the start, this merger is great news for our employees, communities, shareholders and other stakeholders.
"Today, Valero is a more competitive company with one of the best U.S. refining systems, a strong retail presence, a growing mid-stream logistics business and the best workforce in our industry. We've created a very complementary system that has significant synergies and opportunities for growth.
"One of our top priorities will be to continue increasing shareholder value. We will be focusing our attention on capturing the synergies, exploring opportunities to increase the value of our assets, and looking for new opportunities to continue to grow our business," he said.
Valero, which is based in San Antonio, has more than 20,000 employees in the United States and Canada. The combined company is expected to have annual revenues of $32 billion and total assets of approximately $14 billion.
The company's refining system, which is generally comprised of high-conversion facilities that produce premium, clean-burning fuels, has a total throughput capacity of 2 million barrels per day. With a network that stretches from Canada and the U.S. East Coast to the Gulf Coast and West Coast, Valero now has the most geographically diverse refining system among U.S. refiners.
Valero is also a major retailer with nearly 5,000 retail sites in the United States and Canada - the majority of which are branded Valero, Diamond Shamrock, Ultramar, Total and Beacon.
In addition, Valero acquired an extensive, 4,600-mile proprietary pipeline network, including the Shamrock Logistics L.P., which the company has renamed Valero L.P. These assets reduce the refineries' feedstock supply costs and enable the company to
distribute products more profitably.
Valero and UDS announced in May that they had reached an agreement for the companies to merge with Valero being the surviving corporation of the merger. The shareholders of both companies voted a majority of shares in favor of the merger on Sept. 27. And the commissioners of the U.S. Federal Trade Commission approved a consent decree on Dec. 19 allowing the two companies to complete their merger.
For more information about Valero, visit the company's web site at www.valero.com. 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. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.
Media Contact Investor Relations Contact Mary Rose Brown Lee Bailey One Valero Place One Valero Place San Antonio, TX USA 78212 San Antonio, TX USA 78212 (210) 370-2314 (210) 370-2319 brownmr@valero.com baileyl@valero.com |
EXHIBIT 99.2
VALERO ENERGY CORPORATION ANNOUNCES
FINAL MERGER ELECTION RESULTS
SAN ANTONIO - Jan. 9, 2002 - Valero Energy Corporation (NYSE: VLO) today reported the final results of the merger exchange tabulation and calculation process for election forms submitted to the exchange agent by Ultramar Diamond Shamrock (UDS) shareholders. Based on the final tabulation, 47,207,538 shares of UDS common stock were elected to be exchanged for shares of Valero common stock and 18,400,248 shares were elected to receive cash consideration under the terms of the merger agreement between the two companies. UDS shares totaling 7,572,392 were recorded as non-electing shares.
Under the merger agreement and based on the exchange election results, shareholder elections for Valero common stock will be subject to proration. Based on the exchange election results, shareholders electing Valero shares will receive, for each share of UDS common stock, approximately 0.9265 shares of Valero common stock and $16.32 in cash. Shareholders electing cash and non-electing shareholders will receive $49.4683 in cash for each UDS share. The average closing price of Valero common stock for the 10-day measurement period specified in the merger agreement was $35.779. Questions regarding the exchange or tabulation process should be directed to the exchange agent, Computershare Trust Company of New York, at 800/245-7630.
Valero Energy Corporation is a Fortune 100 company based in San Antonio, with more than 20,000 employees and annual revenues of more than $30 billion. The company currently owns and operates 12 refineries in the United States and Canada with a combined throughput capacity of approximately 2 million barrels-per-day, making it one of the nation's top three refiners of petroleum products. Valero is also one of the nation's largest retailers of petroleum products with almost 5,000 retail outlets in the United States and Canada under various brand names including the Diamond Shamrock, Ultramar, Valero, Beacon and Total brands.
For more information about Valero, visit the company's web site at
WWW.VALERO.COM.
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. It is important to note that the Company's actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Company has filed with the Securities and Exchange Commission.
Contact:
Valero Energy Corporation, San Antonio
Investors, Lee Bailey, Vice President, Investor Relations:
210/370-2139
or
Media, Mary Rose Brown, Senior Vice President,
Corporate Communications: 210/370-2314
or
In Eastern Canada:
Media, Louis Forget, 514/499-6442
Web Site: http://www.valero.com/