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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material pursuant to Rule 14a-12
HUNTWAY REFINING COMPANY
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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CONTACT:
VALERO ENERGY CORPORATION HUNTWAY REFINING COMPANY
Mary Rose Brown (Media) Earl G. Fleisher, Chief Financial Officer
(210) 370-2314 (661) 254-1220
Lee Bailey (Investor Relations) Thomas E. Siebert, Siebert & Associates
(210) 370-2139 (818) 865-1594
VALERO EXECUTES DEFINITIVE AGREEMENT TO ACQUIRE HUNTWAY
REFINING COMPANY - A LEADING SUPPLIER OF ASPHALT IN CALIFORNIA
SAN ANTONIO & NEWHALL, CA, March 20, 2001 - Valero Energy Corporation (NYSE:
VLO) and Huntway Refining Company (NYSE: HWY) have executed a definitive
agreement under which Valero is to acquire Huntway, a leading supplier of
asphalt in California. The acquisition of Huntway's refineries in Benicia,
California and Wilmington, California will mark Valero's entry into the West
Coast asphalt market, which is one of the largest asphalt markets in the United
States.
The total cost of the acquisition is anticipated to be approximately $78
million, and it is expected to close by June 2001. In the transaction, holders
of Huntway common stock are to receive $1.90 per share. In addition, Valero is
to retire Huntway's outstanding debt and cash out outstanding options.
"This is a very strategic investment for Valero because Huntway's refineries
will further diversify our product slate and geographic reach, and the
acquisition is also accretive to earnings," said Bill Greehey, Valero's Chairman
of the Board and Chief Executive Officer.
Huntway averaged production of approximately 8,100 barrels per day (BPD) of
asphalt in 2000 and marketed that product to paving contractors and roofing
manufacturers in Northern and Southern California. Part of this production
includes the higher-value, polymer modified asphalts that command a premium
price over conventional asphalt. Currently, Huntway supplies approximately 25
percent of asphalt demand in Northern California and 15 percent in Southern
California.
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Huntway's largest refinery, which is adjacent to Valero's Benicia refinery, has
a throughput capacity of approximately 13,000 BPD. The Wilmington facility,
which is located near Los Angeles, has an approximate 6,000 BPD throughput
capacity.
In addition, Huntway's refineries produced an average of approximately 7,400 BPD
of light-end products in 2000, which were sold primarily to refiners as
intermediate feedstocks. Valero will be able to process a significant quantity
of these products as feedstock at its existing Benicia refinery.
"There are significant synergies between the two refineries in Benicia, making
this acquisition a great investment for Valero," said Greehey. "We expect to
realize real benefits from the additional dock and tankage facilities, as well
as operational efficiencies between the two refineries."
Both of Huntway's refineries are also well situated from a logistics standpoint.
The Benicia refinery has waterborne access, while both Huntway refineries have
the ability to receive crude or ship product via pipeline, truck rack, rail rack
and/or barge.
"This transaction is the culmination of our long-standing effort to bring added
value and liquidity to our stockholders," said Warren Nelson, Huntway's
President and Chief Executive Officer.
Huntway's stockholders are strongly urged to read the proxy statement that will
be filed with the Securities and Exchange Commission (SEC) by Huntway in
connection with the merger. The proxy statement will contain important
information, such as the identities of the participants in the solicitation of
proxies from Huntway stockholders and a description of the interests of such
participants. Stockholders will be able to obtain a free copy of the proxy
statement and any
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amendments and other relevant documents filed with the SEC at its website,
www.sec.gov. In addition, Huntway will mail the proxy statement to each
stockholder of record on the record date to be established for the stockholders
meeting.
The transaction has been approved by the boards of directors of both companies.
Closing of the acquisition is subject to the satisfaction of several conditions,
including obtaining approvals from the Huntway lenders whose debt is to be
retired and from the Huntway stockholders.
Valero Energy Corporation is a Fortune 500 company based in San Antonio, with
approximately 3,100 employees and 2000 revenues of more than $14 billion. The
company currently owns and operates six refineries in Texas, Louisiana, New
Jersey and California with a combined throughput capacity of approximately 1
million BPD, making it the nation's largest independent refining company. Valero
is recognized throughout the industry as a leader in the production of premium,
environmentally clean products such as reformulated gasoline, CARB Phase II
gasoline, low-sulfur diesel and oxygenates. The company markets its products in
34 states through an extensive bulk and rack marketing network, in California
through approximately 350 retail locations, and in selected export markets in
Latin America.
Huntway Refining Company owns and operates two refineries at Wilmington and
Benicia, which primarily process California crude oil to produce liquid asphalt
for use in road construction and repair, primarily in California and Nevada, as
well as smaller amounts of gas oil, naphtha, kerosene distillate and bunker
fuels.
Simmons & Company International, a Houston-based investment bank specializing in
the energy industry, is serving as financial advisor to Huntway Refining Company
in the transaction.
Statements contained in this press release that state the expectations or
predictions of the future (including without limitation the latest expected
closing date for the closing of the referenced transaction and any anticipated
or expected operational synergies or accretion to earnings resulting from such
transaction) 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 actual results could differ materially
from those projected in such forward-looking statements.
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