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): MARCH 5, 2004
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 February 4, 2004, Valero Energy Corporation ("Valero") and El Paso
Corporation ("El Paso"), each through their respective subsidiaries, entered
into agreements pursuant to which Valero agreed to purchase El Paso's refinery
located on the island of Aruba in the Caribbean Sea and related marine,
bunkering and marketing operations. The Aruba refinery has a total throughput
capacity of approximately 315,000 barrels per day.
On March 5, 2004, Valero completed the purchase of the Aruba refinery
and related marine, bunkering and marketing operations. The purchase price was
$465 million, plus $162 million for working capital at closing. The working
capital amount excludes certain inventories owned by a third-party marketing
firm under an existing agreement, which Valero plans to acquire upon termination
of such agreement (which will occur on or about May 4, 2004) for an amount
estimated to be approximately $40 million based on volumes and prices as of
March 4, 2004. Consideration for the purchase was in the form of $200 million in
cash, $21 million in borrowings under Valero's existing credit facilities and
$406 million in net proceeds from Valero's common equity offering completed in
February 2004. The additional inventory to be purchased from the third-party
marketing firm described above will be funded through borrowings under Valero's
existing credit facilities.
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 due date of this report.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
2.1 Stock Purchase Agreement dated February 4, 2004 among Coastal
Stock Company Limited, Coastal Cayman Finance Ltd., Coastal
Austral Ltd., Coastal TDF Ltd. and Valero Aruba Acquisition
Company I, Ltd.
2.2 Stock Purchase Agreement effective as of February 4, 2004
between Coscol Petroleum Corporation and Valero Aruba
Acquisition Company I, Ltd.
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.
VALERO ENERGY CORPORATION
Date: March 9, 2004 By: /s/ Jay D. Browning
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Jay D. Browning
Vice President and Secretary
EXHIBIT INDEX
Number Exhibit
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2.1 Stock Purchase Agreement dated February 4, 2004 among Coastal
Stock Company Limited, Coastal Cayman Finance Ltd., Coastal
Austral Ltd., Coastal TDF Ltd. and Valero Aruba Acquisition
Company I, Ltd.
2.2 Stock Purchase Agreement effective as of February 4, 2004
between Coscol Petroleum Corporation and Valero Aruba
Acquisition Company I, Ltd.