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): July 1, 2003
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-13175 74-1828067
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Valero Place
San Antonio, Texas 78212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 370-2000
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Item 2. Acquisition of Assets
On May 14, 2003, Valero Energy Corporation, its indirect, wholly owned
subsidiary, Valero Refining-New Orleans, L.L.C., and Orion Refining Corporation
entered into an agreement pursuant to which Valero agreed to purchase Orion
Refining Corporation's refinery located in St. Charles Parish, Louisiana,
approximately 15 miles west of New Orleans. The St. Charles refinery has a total
throughput capacity of approximately 185,000 barrels per day (bpd) and a crude
oil capacity of approximately 155,000 bpd.
On July 1, 2003, Valero completed the purchase of the Orion refinery.
The purchase price for the refinery was $400 million, plus approximately $145
million for refinery hydrocarbon inventories acquired in the transaction based
on market-related prices at the time of closing. Consideration for the purchase
was in the form of $250 million stated value of mandatory convertible preferred
stock and the balance in cash. The convertible preferred stock has a stated
value of $25.00 per share and will automatically convert to Valero common stock
in three years.
The purchase agreement for the refinery also provides for potential
earn-out payments if agreed-upon refining margins reach a specified level during
any of the seven years following the closing. The earn-out payments are subject
to an annual maximum limit of $50 million and an aggregate limit of $175
million.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of business acquired.
(b) Pro forma financial information.
The financial statements and pro forma financial information required under
Items 7. (a) and (b) are not included in this report and will be filed by
amendment no later than 60 days after the date of this report.
(c) Exhibits.
Exhibit No. Description
2.1 Purchase and Sale Agreement dated as of May 13, 2003 among Orion
Refining Corporation, Valero Energy Corporation and Valero
Refining - New Orleans, L.L.C as amended by the First Amendment
to the Purchase and Sale Agreement dated as of June 13, 2003 and
by the Second Amendment to the Purchase and Sale Agreement dated
as of July 1, 2003 (incorporated by reference to Exhibit 2.1 to
Valero Energy Corporation's Registration Statement on Form S-3,
filed on July 11, 2003 (SEC file no. 333-106949)).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
VALERO ENERGY CORPORATION
By: /s/ Jay D. Browning
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Jay D. Browning
Vice President and
Corporate Secretary
Dated: July 15, 2003
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