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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
MAY 15, 2000
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-13175 74-1828067
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(State of incorporation) Commission File (I.R.S. Employer
jurisdiction Number Identification No.)
of incorporation
One Valero Place, San Antonio, Texas 78212
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(Address of principal executive offices) (Zip Code)
(210) 370-2000
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or address, if changed since last report)
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This Form 8-K/A amends the Form 8-K of Valero Energy Corporation dated May 15,
2000 and filed with the Securities and Exchange Commission on May 30, 2000. That
Form 8-K reported under Item 2 the acquisition of assets from Exxon Mobil
Corporation. This report provides the financial statements and the pro forma
financial information as required under Item 7. In addition, as indicated below,
this Form 8-K/A and the financial information included herein amends and
supercedes the projected financial information included in Valero Energy
Corporation's Form 8-K dated March 17, 2000 and filed with the Commission on
March 20, 2000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
EXXON CALIFORNIA REFINERY, TERMINAL AND RETAIL ASSETS BUSINESS (as defined
in the Sale and Purchase Agreement between Exxon Mobil Corporation and
Valero Refining Company -- California)
Report of Independent Accountants
Balance Sheet as of December 31, 1999 and 1998
Statement of Income for the Years Ended December 31, 1999, 1998 and 1997
Statement of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997
Statement of Changes in Exxon Mobil Corporation Net Investment
Notes to Financial Statements as of December 31, 1999
Balance Sheet as of March 31, 2000 (unaudited) and December 31, 1999
Statement of Income for the Three Months Ended March 31, 2000 and 1999
(unaudited)
Statement of Cash Flows for the Three Months Ended March 31, 2000 and 1999
(unaudited)
Notes to Financial Statements as of March 31, 2000
(b) Pro forma financial information.
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
Unaudited Pro Forma Combined Balance Sheet as of March 31, 2000
Unaudited Pro Forma Combined Statement of Income for the Three Months Ended
March 31, 2000
Unaudited Pro Forma Combined Statement of Income for the Year Ended December
31, 1999
Notes to Unaudited Pro Forma Combined Financial Statements
On March 2, 2000, Valero and Exxon Mobil Corporation executed a sale and
purchase agreement pursuant to which Valero agreed to acquire ExxonMobil's
Benicia, California refinery, terminal and Exxon-branded California retail
assets for a purchase price of $895 million plus an amount for refinery
inventories acquired in the transaction based on market-related prices at the
time of closing.
On March 17, 2000, Valero published a news release containing projected
financial information related to the acquisition. That news release was filed as
a part of a report on Form 8-K dated March 17, 2000 (the "Original 8-K") and
filed with the Commission on March 20, 2000. The projected financial information
included in the Original 8-K represented management's best estimate as of that
date of Valero's financial results for the periods presented. However, Valero
does not intend to update or otherwise revise the projections to reflect
subsequent events or circumstances or to reflect the occurrence of unanticipated
events.
At the time of the Original 8-K, audited financial statements had not been
prepared for the ExxonMobil Benicia California refinery, terminal and retail
assets business. However, audited annual and unaudited interim financial
statements for the ExxonMobil Benicia California refinery, terminal and retail
assets business, and unaudited pro forma combined financial statements are
included in this report. The financial statements filed with this report
supercede all of the projected financial information filed with Valero's report
on Form 8-K dated March 17, 2000 and filed with the Commission on March 20,
2000.
(c) Exhibits.
23.1 Consent of PricewaterhouseCoopers LLP, dated May 31, 2000
99.1 Financial statements of business acquired
99.2 Pro forma financial information
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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/A to be signed on its
behalf by the undersigned hereunto duly authorized.
VALERO ENERGY CORPORATION
By: /s/ JOHN D. GIBBONS
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John D. Gibbons
Vice President and
Chief Financial Officer
Dated: June 1, 2000
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EXHIBIT INDEX
Valero Energy Corporation
EXHIBITS
EXHIBIT NO.
23.1 CONSENT OF PRICEWATERHOUSECOOPERS LLP
99.1 FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
EXXON CALIFORNIA REFINERY, TERMINAL AND RETAIL ASSETS BUSINESS (as defined
in the Sale and Purchase Agreement between Exxon Mobil Corporation and
Valero Refining Company -- California)
Report of Independent Accountants
Balance Sheet as of December 31, 1999 and 1998
Statement of Income for the Years Ended December 31, 1999, 1998 and 1997
Statement of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997
Statement of Changes in Exxon Mobil Corporation Net Investment
Notes to Financial Statements as of December 31, 1999
Balance Sheet as of March 31, 2000 (unaudited) and December 31, 1999
Statement of Income for the Three Months Ended March 31, 2000 and 1999
(unaudited)
Statement of Cash Flows for the Three Months Ended March 31, 2000 and 1999
(unaudited)
Notes to Financial Statements as of March 31, 2000
99.2 PRO FORMA FINANCIAL INFORMATION
Unaudited Pro Forma Combined Balance Sheet as of March 31, 2000
Unaudited Pro Forma Combined Statement of Income for the Three Months
Ended March 31, 2000
Unaudited Pro Forma Combined Statement of Income for the Year Ended
December 31, 1999
Notes to Unaudited Pro Forma Combined Financial Statements
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