UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
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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
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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
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Name: Jay D. Browning
Title: Vice President - Corporate Law
and Secretary
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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
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