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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
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Date of Report (Date of earliest event reported): MARCH 20, 2001
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HUNTWAY REFINING COMPANY
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(Exact name of registrant as specified in its charter)
1-14159
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(Commission File Number)
DELAWARE 95-4680045
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
25129 THE OLD ROAD, SUITE #322
NEWHALL, CALIFORNIA 91381
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(Address of principal executive offices, with zip code)
(661) 286-1582
(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address,
if changed since last report)
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ITEM 5. OTHER EVENTS
On March 20, 2001, Huntway Refining Company entered into an Agreement
and Plan of Merger with Valero Refining and Marketing Company and HAC Company, a
wholly-owned subsidiary of Valero Refining, pursuant to which HAC will merge
with and into Huntway, with Huntway continuing as the surviving corporation.
Valero Energy Corporation is the parent of Valero Refining and Marketing
Company. In the merger, holders of Huntway common stock will receive $1.90 per
share, without interest, for each share of Huntway common stock. Pursuant to the
Agreement and Plan of Merger, Valero will also repay or acquire certain of the
outstanding indebtedness of Huntway.
Consummation of the merger is subject to a number of conditions
precedent described in the Agreement and Plan of Merger, including without
limitation approval by Huntway stockholders.
Copies of the Agreement and Plan of Merger and joint press release of
Huntway and Valero Energy Corporation dated March 20, 2001 announcing the
execution of the Agreement and Plan of Merger are included in this report as
Exhibits 2.1 and 99.1, respectively, and are incorporated herein by reference.
The foregoing discussion does not purport to be complete and is qualified in its
entirety by reference to the Agreement and Plan of Merger and the press release.
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 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
2.1 Agreement and Plan of Merger, dated March 20, 2001, by and
among Huntway Refining Company, Valero Refining and
Marketing Company and HAC Company.
99.1 Press Release dated March 20, 2001.
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SIGNATURES
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 thereunto duly authorized.
HUNTWAY REFINING COMPANY
By: /s/ Earl G. Fleisher
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Date: March 21, 2001 Its: Chief Financial Officer
(Principal Accounting Officer)
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HUNTWAY REFINING COMPANY
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated March 20, 2001, by and
among Huntway Refining Company, Valero Refining and
Marketing Company and HAC Company.
99.1 Press Release dated March 20, 2001.
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