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EX-5.1 - EX-5.1 - Alon USA Energy, Inc. | d70253exv5w1.htm |
EX-23.1 - EX-23.1 - Alon USA Energy, Inc. | d70253exv23w1.htm |
EX-24.1 - EX-24.1 - Alon USA Energy, Inc. | d70253exv24w1.htm |
EX-21.1 - EX-21.1 - Alon USA Energy, Inc. | d70253exv21w1.htm |
Table of Contents
As filed with the Securities and Exchange Commission on
December 1, 2009
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNDER
THE SECURITIES ACT OF 1933
ALON USA ENERGY, INC.
(Exact Name of Registrant as
Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization) |
2911 (Primary Standard Industrial Classification Code Number) |
74-2966572 (I.R.S. Employer Identification Number) |
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
(972) 367-3600
(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
Jeff D. Morris
Alon USA Energy, Inc.
7616 LBJ Freeway, Suite 300
Dallas, Texas 75251
(972) 367-3600
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent for
Service)
With a copy to:
Harlin R. Dean, Jr.
Alon USA Energy, Inc. 7616 LBJ Freeway, Suite 300 Dallas, Texas 75251 Telephone: (972) 367-3600 Facsimile: (972) 367-3724 |
Mark T. Goglia Jones Day 2727 North Harwood Street Dallas, Texas 75201-1515 Telephone: (214) 220-3939 Facsimile: (214) 969-5100 |
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933 (the
Securities Act), check the following
box. þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |
(Do not check if a smaller reporting company)
CALCULATION
OF REGISTRATION FEE
Proposed Maximum |
Proposed Maximum |
Amount of |
||||||||||
Title of Each Class of |
Offering Price |
Aggregate |
Registration |
|||||||||
Securities to be Registered | Amount to be Registered | per Share(1) | Offering Price | Fee | ||||||||
Common Stock, $0.01 par value per share
|
6,255,313(2) | $7.17 | $44,850,594.21 | $2,502.66 | ||||||||
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933, as amended, based on the average of the high and low prices of the Common Stock on the New York Stock Exchange on November 27, 2009. | |
(2) | Includes up to 3,675,539 shares of Common Stock underlying exercise of an option. |
Table of Contents
The
information in this prospectus is not complete and may be
changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted. |
SUBJECT TO COMPLETION, DATED
DECEMBER 1, 2009
PROSPECTUS
6,255,313 Shares
Alon USA Energy, Inc.
Common Stock
This prospectus relates to the offer and resale from time to
time of up to 6,255,313 shares of our common stock, which
includes up to 3,675,539 shares of our common stock
underlying exercise of an option, by the selling stockholder
named herein. The selling stockholder will receive all of the
proceeds from any sales of its shares. We will not receive any
of the proceeds from the sale of the shares by the selling
stockholder, but we will incur expenses in connection with the
offering.
Our registration of the shares of common stock covered by this
prospectus does not mean that the selling stockholder will offer
or sell any of the shares. The selling stockholder may sell the
shares of common stock covered by this prospectus from time to
time in a number of different ways and at varying prices. We
provide more information about how the selling stockholder may
sell the shares in the section entitled Plan of
Distribution beginning on page 14.
Our common stock is traded on the New York Stock Exchange under
the symbol ALJ. On November 27, 2009, the last
reported sale price of our common stock was $7.07 per share.
Investing in our common stock involves certain risks. See the
Risk Factors section beginning on page 2.
Neither the Securities and Exchange Commission nor any other
regulatory body has approved or disapproved of these securities
or passed upon the adequacy or accuracy of this prospectus. Any
representation to the contrary is a criminal offense.
The date of this prospectus
is ,
2009.
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You should rely only on the information contained or
incorporated by reference in this prospectus and in any
applicable prospectus supplement. We have not authorized any
other person to provide you with different information. The
information contained in this prospectus, any applicable
prospectus supplement and the documents incorporated by
reference herein or therein are accurate only as of the date
such information is presented. Our business, financial
condition, results of operations and prospects may have
subsequently changed. You should also read this prospectus
together with the additional information described under the
heading Where You Can Find More Information.
This prospectus may be supplemented from time to time to add,
update or change information in this prospectus. Any statement
contained in this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a
statement contained in such prospectus supplement modifies or
supersedes such statement. Any statement so modified will be
deemed to constitute a part of this prospectus only as so
modified, and any statement so superseded will be deemed not to
constitute a part of this prospectus.
The registration statement containing this prospectus,
including the exhibits to the registration statement, provides
additional information about us and the securities offered under
this prospectus. The registration statement, including the
exhibits, can be read on the SEC website or at the SEC offices
mentioned under the heading Where You Can Find More
Information.
Company
References
In this prospectus, unless otherwise specified or the context
otherwise requires, Alon, we,
us and our refer to Alon USA Energy,
Inc., a holding company incorporated in Delaware and the issuer
of the common stock offered in this offering, and its
subsidiaries. In addition, references to Africa
Israel and the selling stockholder refer to
Africa-Israel Investments Ltd., an Israeli limited liability
company.
Table of Contents
OUR
COMPANY
We are a Delaware corporation formed in 2000 to acquire a crude
oil refinery in Big Spring, Texas, and related pipeline,
terminal and marketing assets from Atofina Petrochemicals, Inc.,
or FINA. In 2006, we acquired refineries in Paramount and Long
Beach, California (the California refineries) and
Willbridge, Oregon, together with the related pipeline, terminal
and marketing assets, through the acquisitions of Paramount
Petroleum Corporation and Edgington Oil Company. In 2008, we
acquired a refinery in Krotz Springs, Louisiana through the
acquisition of Valero Refining Company-Louisiana. As of
September 30, 2009, we operated 305 convenience stores in
Central and West Texas and New Mexico, primarily under the
7-Eleven and FINA brand names. Our convenience stores typically
offer merchandise, food products and motor fuels. Our principal
executive offices are located at 7616 LBJ Freeway,
Suite 300, Dallas, Texas 75251, and our telephone number is
(972) 367-3600.
Our website can be found at www.alonusa.com. Information on our
website should not be construed to be part of this prospectus.
On July 28, 2005, our stock began trading on the New York
Stock Exchange under the trading symbol ALJ. We are
a controlled company under the rules and regulations of the New
York Stock Exchange because Alon Israel Oil Company, Ltd.
(Alon Israel) owns approximately 72.26% of our
outstanding common stock. Alon Israel, an Israeli limited
liability company, is the largest services and trade company in
Israel. Alon Israel entered the gasoline marketing and
convenience store business in Israel in 1989 and has grown to
become a leading marketer of petroleum products and one of the
largest operators of retail gasoline and convenience stores in
Israel. Alon Israel is a controlling shareholder of Blue Square
Israel, Ltd., a leading retailer in Israel, which is listed on
the New York Stock Exchange and the Tel Aviv Stock Exchange and
also of Dor-Alon Energy in Israel (1988) Ltd., a leading
Israeli marketer, developer and operator of gas stations and
shopping centers.
1
Table of Contents
RISK
FACTORS
An investment in our securities involves a high degree of risk.
You should carefully consider the risks and uncertainties
described in this prospectus and the documents incorporated by
reference herein, including the risks and uncertainties
described in our consolidated financial statements and the notes
to those financial statements and the risks and uncertainties
described under the caption Risk Factors included in
Part I, Item 1A of our 2008 Annual Report on
Form 10-K,
which is incorporated by reference in this prospectus. The risks
and uncertainties described in this prospectus and the documents
incorporated by reference herein are not the only ones facing
us. Additional risks and uncertainties that we do not presently
know about or that we currently believe are not material may
also adversely affect our business. If any of the risks and
uncertainties described in this prospectus or the documents
incorporated by reference herein actually occur, our business,
financial condition and results of operations could be adversely
affected in a material way. This could cause the trading price
of our common stock to decline, perhaps significantly, and you
may lose part or all of your investment.
Risks
Related to Our Business
The
price volatility of crude oil, other feedstocks, refined
products and fuel and utility services may have a material
adverse effect on our earnings, profitability and cash
flows.
Our refining and marketing earnings, profitability and cash
flows from operations depend primarily on the margin above fixed
and variable expenses (including the cost of refinery
feedstocks, such as crude oil) at which we are able to sell
refined products. When the margin between refined product prices
and crude oil and other feedstock prices contracts, our
earnings, profitability and cash flows are negatively affected.
Refining margins historically have been volatile, and are likely
to continue to be volatile, as a result of a variety of factors,
including fluctuations in the prices of crude oil, other
feedstocks, refined products and fuel and utility services. For
example, from January 2005 to September 2009, the price for West
Texas Intermediate (WTI) crude oil fluctuated
between $31.27 and $145.31 per barrel, while the price for Gulf
Coast unleaded gasoline fluctuated between 76.8 cents per
gallon, or cpg, and 474.6 cpg. Prices of crude oil, other
feedstocks and refined products depend on numerous factors
beyond our control, including the supply of and demand for crude
oil, other feedstocks, gasoline, diesel, asphalt and other
refined products. Such supply and demand are affected by, among
other things:
| changes in global and local economic conditions; | |
| domestic and foreign demand for fuel products; | |
| worldwide political conditions, particularly in significant oil producing regions such as the Middle East, West Africa and Venezuela; | |
| the level of foreign and domestic production of crude oil and refined products and the level of crude oil, feedstock and refined products imported into the United States; | |
| utilization rates of U.S. refineries; | |
| development and marketing of alternative and competing fuels; | |
| commodities speculation; | |
| accidents, interruptions in transportation, inclement weather or other events that can cause unscheduled shutdowns or otherwise adversely affect our refineries; | |
| federal and state government regulations; and | |
| local factors, including market conditions, weather conditions and the level of operations of other refineries and pipelines in our markets. |
When the margin between refined product prices and crude oil and
other feedstock prices contracts our earnings, profitability and
cash flows are negatively affected.
The nature of our business requires us to maintain substantial
quantities of crude oil and refined product inventories. Because
crude oil and refined products are essentially commodities, we
have no control over the changing market value of these
inventories. Our inventory is valued at the lower of cost or
market value under
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Table of Contents
the last-in,
first-out (LIFO) inventory valuation methodology. As
a result, if the market value of our inventory were to decline
to an amount less than our LIFO cost, we would record a
write-down of inventory and a non-cash charge to cost of sales.
Our investment in inventory is affected by the general level of
crude oil prices, and significant increases in crude oil prices
could result in substantial working capital requirements to
maintain inventory volumes.
In addition, the volatility in costs of fuel, principally
natural gas, and other utility services, principally
electricity, used by our refineries and other operations affect
our operating costs. Fuel and utility prices have been, and will
continue to be, affected by factors outside our control, such as
supply and demand for fuel and utility services in both local
and regional markets. Future increases in fuel and utility
prices may have a negative effect on our earnings, profitability
and cash flows.
Our
profitability depends, in part, on the sweet/sour crude oil
price spread. A decrease in this spread could negatively affect
our profitability.
Because our Big Spring and California refineries are configured
to process substantial volumes of sour crude oils, our
profitability depends, in part, on the price spread between
sweet crude oil and sour crude oil, which we refer to as the
sweet/sour spread. In recent years, the sweet/sour spread has
significantly narrowed and any further tightening of the
sweet/sour spreads could negatively affect our profitability.
The
profitability of our California refineries depends, in part, on
the light/heavy crude oil price spread. A decrease in this
spread could negatively affect our profitability.
Our California refineries process significant volumes of heavy
crude oils and, as a result, our profitability depends in part
on the price spread between light crude oil and heavy crude oil,
which we refer to as the light/heavy spread. Because processing
light crude oils produces higher percentages of light products,
light crude oils typically are priced higher than heavy crude
oils. In 2009, the light/heavy spread was less than in 2008 and
any further tightening of the light/heavy spread would
negatively affect profitability.
The
dangers inherent in our operations could cause disruptions and
could expose us to potentially significant losses, costs or
liabilities.
Our operations are subject to significant hazards and risks
inherent in refining operations and in transporting and storing
crude oil, intermediate products and refined products. These
hazards and risks include, but are not limited to, natural
disasters, fires, explosions, pipeline ruptures and spills,
third party interference and mechanical failure of equipment at
our or third-party facilities, any of which could result in
production and distribution difficulties and disruptions,
environmental pollution, personal injury or wrongful death
claims and other damage to our properties and the properties of
others. We experienced such an event on February 18, 2008
when a fire at the Big Spring refinery destroyed the propylene
recovery unit and damaged equipment in the alkylation and gas
concentration units. As a result the Big Spring refinerys
crude unit did not operate until April 5, 2008 and the
Fluid Catalytic Cracking Unit (FCCU) did not resume
operations until September 26, 2008.
The occurrence of such events at our Big Spring refinery, Krotz
Springs refinery or our California refineries could
significantly disrupt our production and distribution of refined
products, and any sustained disruption could have a material
adverse effect on our business, financial condition and results
of operations.
We are
subject to interruptions of supply as a result of our reliance
on pipelines for transportation of crude oil and refined
products.
Our refineries receive a substantial percentage of their crude
oil and deliver a substantial percentage of their refined
products through pipelines. We could experience an interruption
of supply or delivery, or an increased cost of receiving crude
oil and delivering refined products to market, if the ability of
these pipelines to transport crude oil or refined products is
disrupted because of accidents, earthquakes, hurricanes,
governmental regulation, terrorism, other third-party action or
any of the types of events described in the preceding risk
factor. Our prolonged inability to use any of the pipelines that
we use to transport crude oil or refined products could have a
material adverse effect on our business, results of operations
and cash flows.
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If the
price of crude oil increases significantly, it could reduce our
profit on our fixed-price asphalt supply
contracts.
We enter into fixed-price asphalt supply contracts pursuant to
which we agree to deliver asphalt to customers at future dates.
We set the pricing terms in these agreements based, in part,
upon the price of crude oil at the time we enter into each
contract. If the price of crude oil increases from the time we
enter into the contract to the time we produce the asphalt, our
profits from these sales could be adversely affected. For
example, in the first half of 2008, WTI crude prices increased
from $87.15 per barrel to $140.22 per barrel over a period of
six months. Primarily as a result of these increases in the cost
of crude, we experienced reduced margins from our asphalt sales
in the first half of 2008.
Our
operating results are seasonal and generally lower in the first
and fourth quarters of the year.
Demand for gasoline and asphalt products is generally higher
during the summer months than during the winter months due to
seasonal increases in highway traffic and road construction
work. Seasonal fluctuations in highway traffic also affect motor
fuels and merchandise sales in our retail stores. As a result,
our operating results for the first and fourth calendar quarters
are generally lower than those for the second and third calendar
quarters of each year. This seasonality is more pronounced in
our asphalt business.
If the
price of crude oil increases significantly, it could limit our
ability to purchase enough crude oil to operate our refineries
at full capacity.
We rely in part on borrowings and letters of credit under our
revolving credit facilities to purchase crude oil for our
refineries. If the price of crude oil increases significantly,
we may not have sufficient capacity under our revolving credit
facilities to purchase enough crude oil to operate our
refineries at full capacity. A failure to operate our refineries
at full capacity could adversely affect our profitability and
cash flows.
Changes
in our credit profile could affect our relationships with our
suppliers, which could have a material adverse effect on our
liquidity and our ability to operate our refineries at full
capacity.
Changes in our credit profile could affect the way crude oil
suppliers view our ability to make payments and induce them to
shorten the payment terms for our purchases or require us to
post security prior to payment. Due to the large dollar amounts
and volume of our crude oil and other feedstock purchases, any
imposition by our suppliers of more burdensome payment terms on
us may have a material adverse effect on our liquidity and our
ability to make payments to our suppliers. This, in turn, could
cause us to be unable to operate our refineries at full
capacity. A failure to operate our refineries at full capacity
could adversely affect our profitability and cash flows.
Competition
in the refining and marketing industry is intense, and an
increase in competition in the markets in which we sell our
products could adversely affect our earnings and
profitability.
We compete with a broad range of companies in our refining and
marketing operations. Many of these competitors are integrated,
multinational oil companies that are substantially larger than
we are. Because of their diversity, integration of operations,
larger capitalization, larger and more complex refineries and
greater resources, these companies may be better able to
withstand disruptions in operations, volatile market conditions,
to offer more competitive pricing and to obtain crude oil in
times of shortage.
We are not engaged in the petroleum exploration and production
business and therefore do not produce any of our crude oil
feedstocks. Certain of our competitors, however, obtain a
portion of their feedstocks from company-owned production.
Competitors that have their own crude production are at times
able to offset losses from refining operations with profits from
producing operations, and may be better positioned to withstand
periods of depressed refining margins or feedstock shortages. In
addition, we compete with other industries, such as wind, solar
and hydropower, that provide alternative means to satisfy the
energy and fuel requirements of our industrial, commercial and
individual customers. If we are unable to compete effectively
with these competitors, both within and outside our industry,
there could be a material adverse effect on our business,
financial condition, results of operations and cash flows.
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Our
indebtedness could adversely affect our financial condition or
make us more vulnerable to adverse economic
conditions.
As of September 30, 2009, our consolidated outstanding
indebtedness was $835.1 million. Our level of indebtedness
could have important consequences to you, such as:
| we may be limited in our ability to obtain additional financing to fund our working capital needs, capital expenditures and debt service requirements or our other operational needs; | |
| we may be limited in our ability to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to make principal and interest payments on our debt; | |
| we may be at a competitive disadvantage compared to competitors with less leverage since we may be less capable of responding to adverse economic and industry conditions; and | |
| we may not have sufficient flexibility to react to adverse changes in the economy, our business or the industries in which we operate. |
In addition, our ability to make payments on our indebtedness
will depend on our ability to generate cash in the future. Our
ability to generate cash is subject to general economic,
financial, competitive, legislative, regulatory and other
factors that are beyond our control. Our historical financial
results have been, and we anticipate that our future financial
results will be, subject to fluctuations. We cannot assure you
that our business will generate sufficient cash flow from
operations or that future borrowings will be available to us in
an amount sufficient to enable us to pay our indebtedness or to
fund our other liquidity needs. Any inability to pay our debts
would require us to pursue one or more alternative strategies,
such as selling assets, refinancing or restructuring our
indebtedness or selling equity. However, we cannot assure you
that any such alternatives would be feasible or prove adequate.
Failure to pay our debts could cause us to default on our
obligations in respect of our indebtedness and impair our
liquidity. Also, some alternatives would require the prior
consent of the lenders under our credit facilities, which we may
not be able to obtain.
Competition
in the asphalt industry is intense, and an increase in
competition in the markets in which we sell our asphalt products
could adversely affect our earnings and
profitability.
Our asphalt business competes with other refiners and with
regional and national asphalt marketing companies. Many of these
competitors are larger, more diverse companies with greater
resources, providing them advantages in obtaining crude oil and
other blendstocks and in competing through bidding processes for
asphalt supply contracts.
We compete in large part on our ability to deliver specialized
asphalt products which we produce under proprietary technology
licenses. Recently, demand for these specialized products has
increased due to new specification requirements by state and
federal governments. If we were to lose our rights under our
technology licenses, or if competing technologies for
specialized products are developed by our competitors, our
profitability could be adversely affected.
Competition
in the retail industry is intense, and an increase in
competition in the markets in which our retail businesses
operate could adversely affect our earnings and
profitability.
Our retail operations compete with numerous convenience stores,
gasoline service stations, supermarket chains, drug stores, fast
food operations and other retail outlets. Increasingly, national
high-volume grocery and dry-goods retailers, such as
Albertsons and Wal-Mart are entering the gasoline
retailing business. Many of these competitors are substantially
larger than we are. Because of their diversity, integration of
operations and greater resources, these companies may be better
able to withstand volatile market conditions or levels of low or
no profitability in the retail and branded marketing segment. In
addition, these retailers may use promotional pricing or
discounts, both at the pump and in the store, to encourage
in-store merchandise sales. These activities by our competitors
could adversely affect our profit margins. Additionally, our
convenience stores could lose market share, relating to both
gasoline and merchandise, to these and other retailers, which
could adversely affect our business, results of operations and
cash flows.
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Our convenience stores compete in large part based on their
ability to offer convenience to customers. Consequently, changes
in traffic patterns and the type, number and location of
competing stores could result in the loss of customers and
reduced sales and profitability at affected stores.
We may
incur significant costs to comply with new or changing
environmental laws and regulations.
Our operations are subject to extensive regulatory controls on
air emissions, water discharges, waste management and the
clean-up of
contamination that can require costly compliance measures. If we
fail to meet environmental requirements, we may be subject to
administrative, civil and criminal proceedings by state and
federal authorities, as well as civil proceedings by
environmental groups and other individuals, which could result
in substantial fines and penalties against us as well as
governmental or court orders that could alter, limit or stop our
operations.
On February 2, 2007, we committed in writing to enter into
discussions with the EPA under the National Petroleum Refinery
Initiative. To date, the EPA has not made any specific claims or
findings against us or any of our refineries and we have not
determined whether we will ultimately enter into a settlement
agreement with the EPA. Based on prior settlements that the EPA
has reached with other petroleum refiners under the Petroleum
Refinery Initiative, we anticipate that the EPA will seek relief
in the form of the payment of civil penalties, the installation
of air pollution controls and the implementation of
environmentally beneficial projects. At this time, we cannot
estimate the amount of any such civil penalties or the costs of
any required controls or environmentally beneficial projects.
In addition, new laws and regulations, new interpretations of
existing laws and regulations, increased governmental
enforcement or other developments could require us to make
additional unforeseen expenditures. Many of these laws and
regulations are becoming increasingly stringent, and the cost of
compliance with these requirements can be expected to increase
over time. We are not able to predict the impact of new or
changed laws or regulations or changes in the ways that such
laws or regulations are administered, interpreted or enforced.
The requirements to be met, as well as the technology and length
of time available to meet those requirements, continue to
develop and change. To the extent that the costs associated with
meeting any of these requirements are substantial and not
adequately provided for, our results of operations and cash
flows could suffer.
The
adoption of climate change legislation by Congress could result
in increased operating costs, lower profitability and reduced
demand for our refined products.
On June 26, 2009, the U.S. House of Representatives
approved adoption of the American Clean Energy and
Security Act of 2009, also known as the
Waxman-Markey
cap-and-trade
legislation or ACESA. The purpose of ACESA is to control
and reduce emissions of greenhouse gases, or
GHGs, in the United States. GHGs are certain gases,
including carbon dioxide and methane that may be contributing to
warming of the Earths atmosphere and other climatic
changes. ACESA would establish an economy-wide cap on emissions
of GHGs in the United States and would require an overall
reduction in GHG emissions of 17% (from 2005 levels) by 2020,
and by over 80% by 2050. Under ACESA, most sources of GHG
emissions would be required to obtain GHG emission
allowances corresponding to their annual emissions
of GHGs. The number of emission allowances issued each year
would decline as necessary to meet ACESAs overall emission
reduction goals. As the number of GHG emission allowances
declines each year, the cost or value of allowances is expected
to escalate significantly. The net effect of ACESA will be to
impose increasing costs on the combustion of carbon-based fuels
such as oil and refined petroleum products.
The U.S. Senate has begun work on its own legislation for
controlling and reducing emissions of GHGs in the United States.
If the Senate adopts GHG legislation that is different from
ACESA, the Senate legislation would need to be reconciled with
ACESA and both chambers would be required to approve identical
legislation before it could become law. President Obama has
indicated that he is in support of the adoption of legislation
to control and reduce emissions of GHGs through an emission
allowance permitting system that results in fewer allowances
being issued each year but that allows parties to buy, sell and
trade allowances as needed to fulfill their GHG emission
obligations. Although it is not possible at this time to predict
whether or when the Senate may act on climate change legislation
or how any bill approved by the Senate would be reconciled with
ACESA, any laws or regulations that may be adopted to restrict
or reduce emissions of GHGs
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would likely require us to incur increased operating costs. If
we are unable to sell our refined products at a price that
reflects such increased costs, there could be a material adverse
effect on our business, financial condition and results of
operations. In addition, any increase in prices of refined
products resulting from such increased costs could have an
adverse effect on our financial condition, results of operations
and cash flows.
We may
incur significant costs and liabilities with respect to
environmental lawsuits and proceedings and any investigation and
remediation of existing and future environmental
conditions.
We are currently investigating and remediating, in some cases
pursuant to government orders, soil and groundwater
contamination at our Big Spring refinery, terminals and
convenience stores. Since August 2000, we have spent
approximately $19.4 million with respect to the
investigation and remediation of our Big Spring refinery and
related terminals. We anticipate spending approximately
$8.0 million in investigation and remediation expenses in
connection with our Big Spring refinery and terminals over the
next fifteen years. Since their acquisition, we have spent
approximately $8.6 million with respect to the
investigation and remediation of our California refineries and
related terminals. We anticipate spending an additional
$17.0 million in investigation and remediation expenses in
connection with our California refineries and terminals over the
next fifteen years. There can be no assurances, however, that we
will not have to spend more than these anticipated amounts. Our
handling and storage of petroleum and hazardous substances may
lead to additional contamination at our facilities and
facilities to which we send or sent wastes or by-products for
treatment or disposal, in which case we may be subject to
additional cleanup costs, governmental penalties, and
third-party suits alleging personal injury and property damage.
Although we have sold three of our pipelines and three of our
terminals pursuant to a transaction with Holly Energy Partners,
L.P. (HEP) and two of our pipelines pursuant to a
transaction with an affiliate of Sunoco, Inc.
(Sunoco), we have agreed, subject to certain
limitations, to indemnify HEP and Sunoco for costs and
liabilities that may be incurred by them as a result of
environmental conditions existing at the time of the sale. See
Items 1 and 2 Business and Properties
Government Regulation and Legislation Environmental
Indemnity to HEP and Environmental
Indemnity to Sunoco of our 2008 Annual Report on
Form 10-K,
which is incorporated by reference in this prospectus. If we are
forced to incur costs or pay liabilities in connection with such
proceedings and investigations, such costs and payments could be
significant and could adversely affect our business, results of
operations and cash flows.
We
could incur substantial costs or disruptions in our business if
we cannot obtain or maintain necessary permits and
authorizations or otherwise comply with health, safety,
environmental and other laws and regulations.
From time to time, we have been sued or investigated for alleged
violations of health, safety, environmental and other laws. If a
lawsuit or enforcement proceeding were commenced or resolved
against us, we could incur significant costs and liabilities. In
addition, our operations require numerous permits and
authorizations under various laws and regulations. These
authorizations and permits are subject to revocation, renewal or
modification and can require operational changes to limit
impacts or potential impacts on the environment
and/or
health and safety. A violation of authorization or permit
conditions or other legal or regulatory requirements could
result in substantial fines, criminal sanctions, permit
revocations, injunctions,
and/or
facility shutdowns. In addition, major modifications of our
operations could require modifications to our existing permits
or upgrades to our existing pollution control equipment. Any or
all of these matters could have a negative effect on our
business, results of operations, cash flows or prospects.
We
could encounter significant opposition to our refining
operations at our California refineries.
Our Paramount refinery is located in a residential area. The
refinery is located near schools, apartment complexes, private
homes and shopping establishments. In addition, our Long Beach
refinery is also located in close proximity to other commercial
facilities. Any loss of community support for our California
refining operations could result in higher than expected
expenses in connection with opposing any community action to
restrict or terminate the operation of the refinery. Any
community action in opposition to our current and planned use of
the California refineries could have a material adverse effect
on our business, results of operations and cash flows.
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Certain
of our facilities are located in areas that have a history of
earthquakes or hurricanes, the occurrence of which could
materially impact our operations.
Our refineries located in California and the related pipeline
and asphalt terminals, and to a lesser extent our refinery and
operations in Oregon, are located in areas with a history of
earthquakes, some of which have been quite severe. In August
2008, Hurricane Gustav made landfall in Louisiana. The Krotz
Springs refinery sustained minor physical damage from this
storm; however, the regional utilities were affected and, as a
result, the Krotz Springs refinery was without electric power
for one week. Offshore crude oil production and gathering
facilities were impacted by Gustav and a subsequent storm, which
temporarily limited the availability of crude oil to the Krotz
Springs refinery. In the event of an earthquake or hurricane
that causes damage to our refining, pipeline or asphalt terminal
assets, or the infrastructure necessary for the operation of
these assets, such as the availability of usable roads,
electricity, water, or natural gas, we may experience a
significant interruption in our refining
and/or
marketing operations. Such an interruption could have a material
adverse effect on our business, results of operations and cash
flows.
Terrorist
attacks, threats of war or actual war may negatively affect our
operations, financial condition, results of operations and
prospects.
Terrorist attacks, threats of war or actual war, as well as
events occurring in response to or in connection with them, may
adversely affect our operations, financial condition, results of
operations and prospects. Energy-related assets (which could
include refineries, terminals and pipelines such as ours) may be
at greater risk of future terrorist attacks than other possible
targets in the United States. A direct attack on our assets or
assets used by us could have a material adverse effect on our
operations, financial condition, results of operations and
prospects. In addition, any terrorist attack, threats of war or
actual war could have an adverse impact on energy prices,
including prices for our crude oil and refined products, and an
adverse impact on the margins from our refining and marketing
operations. In addition, disruption or significant increases in
energy prices could result in government-imposed price controls.
The
occurrence of a release of hazardous materials or a catastrophic
event affecting our California refineries could endanger persons
living nearby.
Because our Paramount refinery is located in a residential area,
any release of hazardous material or catastrophic event could
cause injuries to persons outside the confines of the Paramount
refinery. Similarly, any such release or event at our Long Beach
refinery could cause injury to persons outside of the Long Beach
refinery. In the event that non-employees were injured as a
result of such an event, we would be likely to incur substantial
legal costs as well as any costs resulting from settlements or
adjudication of claims from such injured persons. The extent of
these expenses and costs could be in excess of the limits
provided by our insurance policies. As a result, any such event
could have a material adverse effect on our business, results of
operations and cash flows.
Covenants
in our debt instruments could limit our ability to undertake
certain types of transactions and adversely affect our
liquidity.
Our credit agreements contain negative and financial covenants
and events of default that may limit our financial flexibility
and ability to undertake certain types of transactions. For
example, we are subject to negative covenants that restrict our
activities, including changes in control of Alon or certain of
our subsidiaries, restrictions on creating liens, engaging in
mergers, consolidations and sales of assets, incurring
additional indebtedness, entering into certain lease
obligations, making certain capital expenditures, and making
certain dividend, debt and other restricted payments. Should we
desire to undertake a transaction that is limited by the
negative covenants in our credit agreements, we will need to
obtain the consent of our lenders or refinance our credit
facilities. Such refinancings may not be possible or may not be
available on commercially acceptable terms, or at all.
Our
insurance policies do not cover all losses, costs or liabilities
that we may experience.
We maintain significant insurance coverage, but it does not
cover all potential losses, costs or liabilities, and our
business interruption insurance coverage does not apply unless a
business interruption exceeds a period of 45
75 days, depending upon the specific policy. We could
suffer losses for uninsurable or
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uninsured risks or in amounts in excess of our existing
insurance coverage. Our ability to obtain and maintain adequate
insurance may be affected by conditions in the insurance market
over which we have no control. The occurrence of an event that
is not fully covered by insurance could have a material adverse
effect on our business, financial condition and results of
operations.
We are
exposed to risks associated with the credit-worthiness of the
insurer of our environmental policies.
The insurer under three of our environmental policies is The
Kemper Insurance Companies, which has experienced significant
downgrades of its credit ratings in recent years and is
currently in run-off. Of these three policies, two are
20-year
policies that were purchased to protect us against expenditures
not covered by our indemnification agreement with FINA, and the
third policy is a ten-year policy covering our operations
subsequent to our acquisition from FINA. Our insurance brokers
have advised us that environmental insurance policies with terms
in excess of ten years are not currently generally available and
that policies with shorter terms are available only at premiums
equal to or in excess of the premiums paid for our policies with
Kemper. Accordingly, we are currently subject to the risk that
Kemper will be unable to comply with its obligations under these
policies and that comparable insurance may not be available or,
if available, at premiums equal to or in excess of our current
premiums with Kemper, although we have no reason at this time to
believe that Kemper will not be able to comply with its
obligations under these policies.
If we
lose any of our key personnel, our ability to manage our
business and continue our growth could be negatively
affected.
Our future performance depends to a significant degree upon the
continued contributions of our senior management team and key
technical personnel. We do not currently maintain key man life
insurance with respect to any member of our senior management
team. The loss or unavailability to us of any member of our
senior management team or a key technical employee could
significantly harm us. We face competition for these
professionals from our competitors, our customers and other
companies operating in our industry. To the extent that the
services of members of our senior management team and key
technical personnel would be unavailable to us for any reason,
we would be required to hire other personnel to manage and
operate our company and to develop our products and technology.
We cannot assure you that we would be able to locate or employ
such qualified personnel on acceptable terms or at all.
A
substantial portion of our Big Spring refining workforce is
unionized, and we may face labor disruptions that would
interfere with our operations.
As of September 30, 2009, we employed approximately
170 people at our Big Spring refinery, approximately 120 of
whom were covered by a collective bargaining agreement. The
collective bargaining agreement expires March 31, 2010. Our
existing labor agreement may not prevent a strike or work
stoppage in the future, and any such work stoppage could have a
material adverse affect on our results of operation and
financial condition.
We
conduct our convenience store business under a license agreement
with 7-Eleven, and the loss of this license could adversely
affect the results of operations of our retail and branded
marketing segment.
Our convenience store operations are primarily conducted under
the 7-Eleven name pursuant to a license agreement between
7-Eleven, Inc. and Alon. 7-Eleven may terminate the agreement if
we default on our obligations under the agreement. This
termination would result in our convenience stores losing the
use of the 7-Eleven brand name, the accompanying 7-Eleven
advertising and certain other brand names and products used
exclusively by 7-Eleven. Termination of the license agreement
could have a material adverse affect on our retail operations.
We may
not be able to successfully execute our strategy of growth
through acquisitions.
A component of our growth strategy is to selectively acquire
refining and marketing assets and retail assets in order to
increase cash flow and earnings. Our ability to do so will be
dependent upon a number of factors, including our ability to
identify acceptable acquisition candidates, consummate
acquisitions on favorable terms, successfully integrate acquired
assets and obtain financing to fund acquisitions and to support
9
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our growth and many other factors beyond our control. Risks
associated with acquisitions include those relating to:
| diversion of management time and attention from our existing business; | |
| challenges in managing the increased scope, geographic diversity and complexity of operations; | |
| difficulties in integrating the financial, technological and management standards, processes, procedures and controls of an acquired business with those of our existing operations; | |
| liability for known or unknown environmental conditions or other contingent liabilities not covered by indemnification or insurance; | |
| greater than anticipated expenditures required for compliance with environmental or other regulatory standards or for investments to improve operating results; | |
| difficulties in achieving anticipated operational improvements; | |
| incurrence of additional indebtedness to finance acquisitions or capital expenditures relating to acquired assets; and | |
| issuance of additional equity, which could result in further dilution of the ownership interest of existing stockholders. |
We may not be successful in acquiring additional assets, and any
acquisitions that we do consummate may not produce the
anticipated benefits or may have adverse effects on our business
and operating results.
We
depend upon our subsidiaries for cash to meet our obligations
and pay any dividends, and we do not own 100% of the stock of
our operating subsidiaries.
We are a holding company. Our subsidiaries conduct all of our
operations and own substantially all of our assets.
Consequently, our cash flow and our ability to meet our
obligations or pay dividends to our stockholders depend upon the
cash flow of our subsidiaries and the payment of funds by our
subsidiaries to us in the form of dividends, tax sharing
payments or otherwise. Our subsidiaries ability to make
any payments will depend on their earnings, cash flows, the
terms of their indebtedness, tax considerations and legal
restrictions. Alon Refining Krotz Springs, Inc., which owns and
operates the Krotz Springs refinery, is a wholly owned
subsidiary of Alon Refining Louisiana, Inc. (Alon
Louisiana). Alon Israel owns preferred stock of Alon
Louisiana with an aggregate par value of $80.0 million
which accrues dividends at a rate of 10.75% per annum.
Therefore, we are not entitled to receive dividends on our
common stock of Alon Louisiana until all accrued preferred
dividends are paid in full. No preferred dividends were paid in
2008 or 2009 and accrued dividends totaled approximately
$10.8 million as of September 30, 2009.
Three of our executive officers, Messrs. Morris, Hart and
Concienne, own shares of non-voting stock of two of our
subsidiaries, Alon Assets, Inc., or Alon Assets, and Alon USA
Operating, Inc., or Alon Operating. As of November 16,
2009, the shares owned by these executive officers represent
7.14% of the aggregate equity interest in these subsidiaries. In
addition, these executive officers hold options vesting through
2010 which, if exercised, could increase their aggregate
ownership to 8.34% of Alon Assets and Alon Operating. To the
extent these two subsidiaries pay dividends to us,
Messrs. Morris, Hart and Concienne will be entitled to
receive pro rata dividends based on their equity ownership. For
additional information, see Security Ownership of Certain
Beneficial Owners and Management.
Messrs. Morris, Hart and Concienne are parties to
stockholders agreements with Alon Assets and Alon
Operating, pursuant to which we may elect or be required to
purchase their shares in connection with put/call rights or
rights of first refusal contained in those agreements. The
purchase price for the shares is generally determined pursuant
to certain formulas set forth in the stockholders
agreements, but after July 31, 2010, the purchase price,
under certain circumstances involving a termination of, or
resignation from, employment would be the fair market value of
the shares. For additional information, see Item 12
Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters of our 2008
Annual Report on
Form 10-K,
which is incorporated by reference in this prospectus.
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It may
be difficult to serve process on or enforce a United States
judgment against certain of our directors.
All of our directors, other than Messrs. Ron Haddock and
Jeff Morris, reside in Israel. In addition, a substantial
portion of the assets of these directors are located outside of
the United States. As a result, you may have difficulty serving
legal process within the United States upon any of these
persons. You may also have difficulty enforcing, both in and
outside the United States, judgments you may obtain in United
States courts against these persons in any action, including
actions based upon the civil liability provisions of
United States federal or state securities laws.
Furthermore, there is substantial doubt that the courts of the
State of Israel would enter judgments in original actions
brought in those courts predicated on United States federal or
state securities laws.
Risks
Related to Ownership of Our Common Stock and this
Offering
Our
controlling stockholder may have conflicts of interest with
other stockholders in the future.
Alon Israel currently owns, directly or indirectly,
approximately 72.26% of our common stock. As a result, Alon
Israel is able to control the election of our directors,
determine our corporate and management policies and determine,
without the consent of our other stockholders, the outcome of
any corporate transaction or other matter submitted to our
stockholders for approval, including potential mergers or
acquisitions, asset sales and other significant corporate
transactions. So long as Alon Israel continues to own a
significant amount of the outstanding shares of our common
stock, Alon Israel will continue to be able to strongly
influence or effectively control our decisions, including
whether to pursue or consummate potential mergers or
acquisitions, asset sales and other significant corporate
transactions. We cannot assure you that the interests of Alon
Israel will coincide with the interests of other holders of our
common stock.
Delaware
law and our organization documents may impede or discourage a
takeover, which could adversely affect the value of our common
stock.
Provisions of Delaware law and our certificate of incorporation
and bylaws may have the effect of discouraging a change of
control of our company or deterring tender offers for our common
stock. The anti-takeover provisions of Delaware law impose
various impediments to the ability of a third party to acquire
control of us, even if a change of control would be beneficial
to our existing stockholders. We are currently subject to
Delaware anti-takeover provisions. Additionally, provisions of
our certificate of incorporation and bylaws impose various
procedural and other requirements, which could make it more
difficult for stockholders to effect some corporate actions. For
example, our certificate of incorporation authorizes our board
to determine the rights, preferences and privileges and
restrictions of unissued shares of preferred stock without any
vote or action by our stockholders. Thus our board is able to
authorize and issue shares of preferred stock with voting or
conversion rights that could adversely affect the voting or
other rights of holders of our common stock. Our bylaws require
advance notice for stockholders to nominate director candidates
for election or to bring business before an annual meeting of
stockholders. Moreover, stockholders are not permitted to call a
special meeting or to require the board of directors to call a
special meeting or to take action by written consent. These
rights and provisions may have the effect of delaying or
deterring a change of control of our company and may limit the
price that investors might be willing to pay in the future for
shares of our common stock. See the description of our common
stock, par value $.01 per share, included under the caption
Description of Capital Stock in our Registration
Statement on
Form S-1
filed with the Securities and Exchange Commission
(SEC) on July 28, 2005, which is incorporated
by reference in this prospectus.
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FORWARD
LOOKING STATEMENTS
Certain statements contained in this prospectus and the
information incorporated by reference herein, or in other
written or oral statements made by us, other than statements of
historical fact, are forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements relate to matters such as our
industry, business strategy, goals and expectations concerning
our market position, future operations, margins, profitability,
capital expenditures, liquidity and capital resources and other
financial and operating information. We have used the words
anticipate, assume, believe,
budget, continue, could,
estimate, expect, intend,
may, plan, potential,
predict, project, will,
future and similar terms and phrases to identify
forward-looking statements.
Forward-looking statements reflect our current expectations
regarding future events, results or outcomes. These expectations
may or may not be realized. Some of these expectations may be
based upon assumptions or judgments that prove to be incorrect.
In addition, our business and operations involve numerous risks
and uncertainties, many of which are beyond our control, which
could result in our expectations not being realized or otherwise
materially affect our financial condition, results of operations
and cash flows.
Actual events, results and outcomes may differ materially from
our expectations due to a variety of factors. Although it is not
possible to identify all of these factors, they include, among
others, the following:
| changes in general economic conditions and capital markets; | |
| changes in the underlying demand for our products; | |
| the availability, costs and price volatility of crude oil, other refinery feedstocks and refined products; | |
| changes in the sweet/sour spread; | |
| changes in the light/heavy spread; | |
| the effects of transactions involving forward contracts and derivative instruments; | |
| actions of customers and competitors; | |
| changes in fuel and utility costs incurred by our facilities; | |
| disruptions due to equipment interruption, pipeline disruptions or failure at our or third-party facilities; | |
| the execution of planned capital projects; | |
| adverse changes in the credit ratings assigned to our trade credit and debt instruments; | |
| the effects of and cost of compliance with current and future state and federal environmental, economic, safety and other laws, policies and regulations; | |
| operating hazards, natural disasters, casualty losses and other matters beyond our control; | |
| our planned project of the design and construction of a hydrocracker unit at our California refineries may not be completed within the expected time frame or within the budgeted costs for such project due to factors outside of our control; | |
| the global financial crisis impact on our business and financial condition in ways that we currently cannot predict. We may face significant challenges if conditions in the financial markets do not improve or continue to worsen, such as adversely impacting our ability to refinance existing credit facilities or extend their terms; and | |
| the other factors discussed in our filings with the SEC, especially on Forms 10-K, 10-Q and 8-K. |
Any one of these factors or a combination of these factors could
materially affect our future results of operations and could
influence whether any forward-looking statements ultimately
prove to be accurate. Our forward-looking statements are not
guarantees of future performance, and actual results and future
performance may differ materially from those suggested in any
forward looking statements. We do not intend to update these
statements unless we are required by the securities laws to do
so.
USE OF
PROCEEDS
All of the shares of common stock offered by the selling
stockholder pursuant to this prospectus will be sold by the
selling stockholder for its account. We will not receive any of
the proceeds from these sales.
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SELLING
STOCKHOLDER
The selling stockholder is a publicly held Israeli limited
liability company that is listed on the Tel Aviv Stock Exchange.
As of November 16, 2009, based upon the information
available to us, the selling stockholder is beneficially owned
(i) 74.83% by Lev Leviev, an Israeli citizen, and
(ii) 25.17% by public shareholders.
On September 17, 2009, Alon Israel entered into a share
exchange agreement with the selling stockholder, pursuant to
which Alon Israel acquired 2,200,428 shares of its
outstanding common stock in exchange for
(i) 2,579,774 shares of our common stock, (ii) an
option exercisable for no additional consideration by the
selling stockholder to acquire up to 3,675,539 shares of
our common stock and (iii) an option exercisable by the
selling stockholder to acquire approximately 7% of the
outstanding shares of an unrelated subsidiary of Alon Israel.
In connection with the share exchange agreement, Alon Israel
obtained from us a written commitment to register for resale by
the selling stockholder the shares of our common stock
transferred to the selling stockholder as well as the shares of
our common stock underlying the option issued to the selling
stockholder pursuant to the demand registration rights under the
registration rights agreement between us and Alon Israel, dated
as of July 6, 2005. Pursuant to such rights granted under
the registration rights agreement, we agreed to file this
registration statement and to use reasonable efforts to keep
this registration statement effective for a period of time not
less than 90 days or until the sale by the selling
stockholder of all of the shares registered for resale hereunder.
Ron Fainaro, the Chief Financial Officer of the selling
stockholder, served on our board of directors from January 2008
until his resignation on September 17, 2009. Avinadav
Grinshpon, a director of the selling stockholder, has served as
a member of our board of directors since March 2008.
The table below sets forth (i) the name of the selling
stockholder, (ii) the beneficial ownership of our common
stock held as of November 16, 2009 by the selling
stockholder, (iii) the number of shares of common stock
underlying the option held by the selling stockholder,
(iv) the number of shares of common stock that the selling
stockholder may offer pursuant to this prospectus and
(v) information with respect to shares to be beneficially
owned by the selling stockholder after completion of this
offering. The percentages in the following table reflect as a
percentage of the total number of shares of our common stock
outstanding as of November 16, 2009.
Shares Beneficially |
Shares Underlying the |
Shares Offered |
Shares Beneficially Owned After |
|||||||||||||||||||||||||
Owned Prior to the Offering | Option(1) | Hereby(2) | the Offering(3) | |||||||||||||||||||||||||
Name
|
Number | Percentage | Number | Percentage | Number | Number | Percentage | |||||||||||||||||||||
Africa-Israel Investments Ltd.
|
2,579,774 | (4) | 5.51 | % | 3,675,539 | 7.85 | % | 6,255,313 | 0 | 0.0 | % |
(1) |
Includes the maximum number of shares of our common stock
underlying an option exercisable by the selling stockholder for
no additional consideration during certain exercise windows, and
which is mandatorily exercisable on July 1, 2011 if not exercised prior thereto. The option may only be exercised one time by the selling stockholder, for all shares of common stock issuable thereunder, during one of the following exercise periods: (i) during the first five trading days of the trading period window for our common stock on or after January 1, 2010; (ii) during the first five trading days of the trading period window for our common stock on or after July 1, 2010; or (iii) during the first five trading days of the trading period window for our common stock on or after January 1, 2011. |
|
(2) | Based upon the sum of the shares of common stock beneficially owned prior to the offering and the shares of common stock underlying the option. | |
(3) |
Assumes that the selling stockholder disposes of all of the
shares of common stock covered by this prospectus and does not acquire beneficial ownership of any additional shares. The registration of these shares for resale does not necessarily mean that the selling stockholder will sell all or any portion of the shares covered by this prospectus. |
|
(4) | The selling stockholder possesses sole voting and investment power of all of the shares that it currently beneficially owns. Each of Lev Leviev, Izzy Cohen, Chaim Erez, Avinadav Grinshpon, Eitan Haber, Shmuel Shkedi, Rami Guzman, Zipora Samet, Jacques Zimmerman, Shaul Dabby, Avi Barzilay, Gidi |
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Kadusi, Ronit Cohen Nissan, Ron Fainaro, Zviya Leviev Eliazarov
and Ron Maor, the directors and executive officers of the selling stockholder, may be deemed to possess shared voting and investment power of the shares by virtue of their positions with the selling stockholder. Each such director and/or executive officer disclaims beneficial ownership of all such shares. Furthermore, Lev Leviev, as 74.83% beneficial owner of the selling stockholder, may be deemed to share beneficial ownership (both shared investment and voting power of) of all of the shares that are held by the selling stockholder. Mr. Leviev disclaims beneficial ownership of all of such shares, except to the extent of his pecuniary interest therein. |
PLAN OF
DISTRIBUTION
As of the date of this prospectus, we have not been advised by
the selling stockholder as to any plan of distribution. All or a
portion of the shares offered hereunder may from time to time be
offered for sale by the selling stockholder or its pledgees,
donees (including charitable organizations), transferees or
other successors in interest. We will not receive any of the
proceeds from the offering of the shares of common stock by the
selling stockholder. Pursuant to the terms of a Registration
Rights Agreement with Alon Israel and the rights thereunder, we
have provided the selling stockholder with registration rights
with respect to our common stock owned by the selling
stockholder. Our obligations are subject to limitations relating
to a minimum amount of common stock required for registration,
the timing of registration and other similar matters. We are
obligated to pay all expenses incidental to such registration,
excluding underwriters discounts and commissions, and
certain legal fees and expenses. The selling stockholder may
also resell all or a portion of the common stock in reliance
upon Rule 144 under the Securities Act of 1933 and any
other available exemption, provided it satisfies the criteria
and conforms to the requirements of one of these rules.
The selling stockholder may sell all or a portion of the shares
of common stock beneficially owned by it and offered hereby from
time to time:
| directly; | |
| through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, commissions or concessions from the selling stockholder and/or from the purchasers of the shares of common stock for whom they may act as an agent; | |
| through the pledge of shares of common stock as security for any loans or obligations, including pledges to broker-dealers or other financial institutions who may from time to time effect distributions of the shares of common stock or other interests in the shares of common stock; | |
| through purchases by a broker or dealer as principal and resales by such broker or dealer for its own account pursuant to this prospectus; | |
| through block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent or as riskless principal but may position and resell a portion of the block as principal to facilitate the transaction; | |
| through sales at the market to or through a market maker or into an existing trading market (on an exchange or otherwise) for the shares; | |
| through put or call transactions relating to the shares of common stock; | |
| through exchange distributions in accordance with the rules of the applicable exchange; or | |
| through any combination of these methods. |
In connection with the distribution of the shares of common
stock or otherwise, the selling stockholder may:
| enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging the positions they assume; | |
| sell their shares short and deliver the shares to close out such short positions; | |
| enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to them of shares offered by this prospectus, which they may in turn resell; or |
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| pledge shares to a broker-dealer or other financial institution, which, upon a default by the pledgee under the transaction to which such pledge relates, may in turn resell the pledged shares. |
The shares of common stock may be sold from time to time in one
or more transactions at:
| fixed prices, which may be changed; | |
| prevailing market prices at the time of sale; | |
| varying prices determined at the time of sale; or | |
| negotiated prices. |
These prices will be determined by the selling stockholder or by
agreement between the selling stockholder and any broker-dealers
who may receive fees or commissions in connection with the sale.
The aggregate proceeds to the selling stockholder from the sale
of the shares of common stock offered by them hereby will be the
purchase price of the shares of common stock less discounts and
commissions, if any.
The sales described in the proceeding paragraph may be effected
in transactions:
| on any national securities exchange or quotation service on which the shares of common stock may be listed or quoted at the time of sale, including the New York Stock Exchange; | |
| in the over-the-counter market; or | |
| in transactions otherwise than on such exchange or services or in the over-the-counter market. |
These transactions may include crosses. Crosses are transactions
in which the same broker acts as an agent on both sides of the
trade.
We have advised the selling stockholder that in the event of a
distribution of the shares of common stock owned by
the selling stockholder, any affiliated purchaser and any
broker-dealer or other person who participates in such
distribution may be subject to Rule 102 under the
Securities Exchange Act of 1934 until their participation in
that distribution is completed. A distribution is
defined in Rule 102 as an offering of securities that
is distinguished from ordinary trading transactions by the
magnitude of the offering and the presence of special selling
efforts and selling methods. In order to avoid the
imposition of a restricted period under Rule 102 of the
Securities Exchange Act of 1934, the selling stockholder, any
affiliated purchasers and any broker-dealers or any other
persons who execute sales for the selling stockholder may not
engage in any special selling efforts and selling methods.
In order to comply with the securities laws of certain states,
the shares of common stock must be sold in those states only
through registered or licensed brokers or dealers. In addition,
in certain states the shares of common stock may not be sold
unless they have been registered or qualified for sale in the
applicable state or an exemption for the registration or
qualification requirement is available and is complied with.
The selling stockholder may indemnify any broker-dealer who
participates in transactions involving the sale of the shares
against certain liabilities, including liabilities arising under
the Securities Act of 1933. We have agreed to indemnify the
selling stockholder against certain liabilities, including
certain liabilities under the Securities Act of 1933.
The selling stockholder has advised us that it has not entered
into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of its shares.
Upon our notification by the selling stockholder that any
material arrangement has been entered into with an underwriter
or broker-dealer for the sale of shares through a block trade,
special offering, exchange distribution, secondary distribution
or a purchase by an underwriter or broker-dealer, we will file a
supplement to this prospectus, if required, pursuant to
Rule 424(b) under the Securities Act, disclosing certain
material information, including:
| the name of the selling stockholder; | |
| the number of shares being offered; | |
| the terms of the offering; |
15
Table of Contents
| the names of the participating underwriters, broker-dealers or agents; | |
| any discounts, commissions or other compensation paid to underwriters or broker-dealers and any discounts, commissions or concessions allowed or reallowed or paid by any underwriters to dealers; | |
| the public offering price; and | |
| other material terms of the offering. |
DIRECTORS
AND EXECUTIVE OFFICERS
The following table sets forth the names and ages of each of our
current directors and executive officers, and key employees
(identified by an asterisk), and the positions they held, as of
November 30, 2009:
Name
|
Age
|
Position
|
||||
David Wiessman
|
55 | Executive Chairman of the Board of Directors | ||||
Jeff D. Morris
|
58 | Director, President and Chief Executive Officer | ||||
Itzhak Bader
|
63 | Director | ||||
Boaz Biran
|
46 | Director | ||||
Shlomo Even
|
53 | Director | ||||
Avinadav Grinshpon
|
37 | Director | ||||
Ron W. Haddock
|
69 | Director | ||||
Yeshayahu Pery
|
76 | Director | ||||
Zalman Segal
|
72 | Director | ||||
Avraham Shochat
|
73 | Director | ||||
Shai Even
|
41 | Senior Vice President and Chief Financial Officer | ||||
Joseph Israel
|
38 | Chief Operating Officer | ||||
Claire A. Hart
|
54 | Senior Vice President | ||||
Joseph A. Concienne
|
58 | Senior Vice President of Refining | ||||
Alan Moret
|
55 | Senior Vice President of Supply | ||||
Harlin R. Dean
|
43 | Senior Vice President Legal, General Counsel and Secretary | ||||
Michael Oster
|
37 | Senior Vice President of Mergers and Acquisitions | ||||
Jimmy C. Crosby
|
50 | Vice President of Refining California Refineries | ||||
William Wuensche
|
49 | Vice President of Refining Krotz Springs | ||||
William L. Thorpe
|
63 | Vice President of Asphalt Operations | ||||
Kyle McKeen*
|
45 | President and Chief Executive Officer of Alon Brands | ||||
Joseph Lipman*
|
63 | President and Chief Executive Officer of SCS |
Set forth below is a brief description of the business
experience of each of our directors, executive officers and key
employees listed above.
David Wiessman has served as Executive Chairman of the
Board of Directors of Alon since July 2000 and served as
President and Chief Executive Officer of Alon from its formation
in 2000 until May 2005. Mr. Wiessman has over 25 years
of oil industry and marketing experience. Since 1994,
Mr. Wiessman has been Chief Executive Officer, President
and a director of Alon Israel Oil Company, Ltd., or Alon Israel,
Alons parent company. In 1992, Bielsol Investments
(1987) Ltd. acquired a 50% interest in Alon Israel. In
1987, Mr. Wiessman became Chief Executive Officer of, and a
stockholder in, Bielsol Investments (1987) Ltd. In 1976,
after serving in the Israeli Air Force, he became Chief
Executive Officer of Bielsol Ltd., a privately-owned Israeli
company that owns and operates gasoline stations and owns real
estate in Israel. Mr. Wiessman is also Executive Chairman
of the Board of Directors of Blue Square-Israel, Ltd., which is
listed on the New York Stock Exchange, or NYSE, and the Tel
Aviv Stock Exchange, or TASE; Executive Chairman of
16
Table of Contents
Blue Square Real Estate Ltd., which is listed on the TASE; and
Executive Chairman of the Board and President of Dor-Alon Energy
in Israel (1988) Ltd., which is listed on the TASE, and all
of which are subsidiaries of Alon Israel.
Jeff D. Morris has served as a director and as our
President and Chief Executive Officer since May 2005 and has
served as the President and Chief Executive Officer of our
subsidiary Alon USA, Inc. since its inception in August 2002 and
of our other operating subsidiaries since July 2000. Prior to
joining Alon, he held various positions at FINA, where he began
his career in 1974. Mr. Morris served as Vice President of
FINAs SouthEastern Business Unit from 1998 to 2000 and as
Vice President of its SouthWestern Business Unit from 1995 to
1998. In these capacities, he was responsible for both the Big
Spring refinery and FINAs Port Arthur refinery and the
crude oil gathering assets and marketing activities for both
business units.
Itzhak Bader has served as a director of Alon since
August 2000. Mr. Bader has also served as Chairman of the
Board of Directors of Alon Israel since 1993. He is Chairman of
Granot Cooperative Regional Organization Corporation, a
purchasing organization of the Kibbutz movement, a position he
has held since 1995. In addition, he is also Chairman of Gat
Givat Haim Agricultural Cooperative for Conservation of
Agricultural Production Ltd., an Israeli beverage producer, a
position he has held since 1999. Mr. Bader is also the
Co-Chairman of Dor-Alon Energy in Israel (1988) Ltd. and a
director of Blue Square-Israel, Ltd. and Blue Square Real Estate
Ltd., each a subsidiary of Alon Israel.
Boaz Biran has served as director of Alon since May 2002.
Mr. Biran has been a director of Bielsol Investments
(1987) Ltd., an investment company that owns 50.38% of Alon
Israel, since 1998, and served as Chairman of the Board of
Directors of Rosebud Real Estate Ltd., an investment company in
Israel listed on the TASE, since November 2003. Mr. Biran
was also a partner in Shraga F. Biran & Co., a law
firm in Israel, from 1999 to 2008.
Shlomo Even has served as a director since November 2009.
Mr. Even has been a certified public accountant and partner
of the certified public accounting firm of Tiroshi Even since
1986. Mr. Even also serves as a director of Alon Israel,
Dor-Alon Energy in Israel (1988) Ltd., Blue Square-Israel
Ltd., which is listed on the New York Stock Exchange and TASE,
and Rosebud Medical Ltd., which is listed on the TASE. Shlomo
Even is the brother of Shai Even, our Senior Vice President and
Chief Financial Officer.
Avinadav Grinshpon has served as director of Alon since
March 2008. Mr. Grinshpon has served as a director and
consultant for Africa Israel since 2005, its Vice Chairman since
June 2008 and from January 2008 to June 2008, as its Interim
Chief Executive Officer. Mr. Grinshpon is the Chief
Executive Officer of Memorand Management (1997) Ltd., a
position he has held since 2006, and served as its Chief
Financial Officer from 2002 until 2006. Mr. Grinshpon is a
certified public accountant licensed in Israel.
Ron W. Haddock has served as a director of Alon since
December 2000. From January 1989 to July 2000, Mr. Haddock
served as Chief Executive Officer of Fina, Inc. Mr. Haddock
currently serves as Chairman of the Board of AEI Services, LLC,
an international power generation and distribution, and natural
gas transmission distribution company; Rubicon Offshore
International, an oil storage and production well servicing
company; and Safety-Kleen Systems, Inc., a waste management, oil
recycling and refining company. Mr. Haddock also serves as
a director of Trinity Industries, Inc., a diversified
transportation, industrial and construction company; Adea
Solutions, Inc., a high-tech personnel and consulting firm; and
Petron Corporation, an oil refining and marketing company.
Yeshayahu Pery has served as a director of Alon since
August 2003. Mr. Pery has also served as a director of Alon
Israel since 1997. He is Chairman of MIGAL INC., a technology
institute in the biotechnology field, a position he has held
since 1998. From 1997 until 2004, Mr. Pery served as
Chairman and Chief Executive Officer of Galilee Cooperative
Organization, a purchasing and finance organization of the
Kibbutz movement. In addition, Mr. Pery served as Chairman
of Agricultural Insurance Association and the Atudot pension
fund between 1995 and 2004.
Zalman Segal has served as a director of Alon since July
2005. Mr. Segal is a director of Pitkit Printing
Enterprises Ltd., an Israeli manufacturing company listed on the
TASE, a position he has held since September 2009. Prior to
that, Mr. Segal served as Chairman of the Board of
directors of Bank Leumi
17
Table of Contents
Romania, a financial services company, from August 2006 through
August 2008. Mr. Segal served from 1989 through 2006 as
Vice Chairman of the Board of directors of Bank Leumi USA and
its subsidiary, Leumi Investment Services. Mr. Segal served
from 1989 through 2005 as Chief Executive Officer and as
director of Bank Leumi USA, where he was responsible for the
commercial banking business of Bank Leumi USA in the Western
Hemisphere.
Avraham Shochat has served as a director of Alon since
October 2005. From 1988 to January 2006 he served as a member of
the Israeli Parliament, where he chaired or was a member of
various committees including economics, finance, defense,
foreign affairs and education. From 1992 to 1996 and 1999 to
2001, Mr. Shochat served as Israels Minister of
Finance and from October 2000 to March 2001 as the
countrys Minister of Infrastructure. Mr. Shochat also
serves as a director of Israel Chemicals Ltd., a company engaged
in the development, manufacture and marketing of fertilizers and
industrial and performance products traded on the TASE; and Bank
Mizrahi Tefahot Ltd., Israels fourth largest bank traded
on the TASE, and Direct Insurance Financial Investments Ltd., an
insurance company traded on the TASE.
Shai Even has served as a Senior Vice President since
August 2008 and as our Chief Financial Officer since December
2004. Mr. Even served as a Vice President from May 2005 to
August 2008 and Treasurer from August 2003 until March 2007.
Prior to joining Alon, Mr. Even served as the Chief
Financial Officer of DCL Technologies, Ltd. from 1996 to July
2003 and prior to that worked for KPMG from 1993 to 1996.
Joseph Israel has served as our Chief Operating Officer
since August 2008. Mr. Israel served as our Vice President
of Mergers & Acquisitions from March 2005 to August
2008 and as our General Manager of Economics and Commerce from
September 2000 to March 2005. Prior to joining Alon,
Mr. Israel held positions with several Israeli government
entities beginning in 1998, including the Israeli Land
Administration, the Israeli Fuel Administration and most
recently as Commerce Vice President of Israels Petroleum
Energy Infrastructure entity.
Claire A. Hart has served as our Senior Vice President
since January 2004 and served as our Chief Financial Officer and
Vice President from August 2000 to January 2004. Prior to
joining Alon, he held various positions in the Finance,
Accounting and Operations departments of FINA for 13 years,
serving as Treasurer from 1998 to August 2000 and as General
Manager of Credit Operations from 1997 to 1998.
Joseph A. Concienne has served as our Senior Vice
President of Refining since August 2008 and served as our Senior
Vice President of Refining and Transportation from May 2007 to
August 2008 and Vice President of Refining and Transportation
from March 2001 to May 2007. His primary role is oversight of
our refinery system. Prior to joining Alon, Mr. Concienne
served as Director of Operations/General Manager for Polyone
Corporation in Seabrook, Texas from 1998 to 2001. He served as
Vice President/General Manager for Valero Refining and
Marketing, Inc. in 1998, and as Manager of Refinery Operations
and Refinery Manager for Phibro Energy Refining (now known as
Valero Refining and Marketing, Inc.) from 1985 to 1998.
Alan Moret has served as our Senior Vice President of
Supply since August 2008. Mr. Moret served as our Senior
Vice President of Asphalt Operations from August 2006 to August
2008, with responsibility for asphalt operations and marketing
at our refineries and asphalt terminals. Prior to joining Alon,
Mr. Moret was President of Paramount Petroleum Corporation
from November 2001 to August 2006. Prior to joining Paramount
Petroleum Corporation, Mr. Moret held various positions
with Atlantic Richfield Company, most recently as President of
ARCO Crude Trading, Inc. from 1998 to 2000 and as President of
ARCO Seaway Pipeline Company from 1997 to 1998.
Harlin R. Dean has served as our General Counsel and
Secretary since October 2002 and as our Senior Vice President
since August 2008. Mr. Dean served as our Vice President
from May 2005 to August 2008. Prior to joining Alon,
Mr. Dean practiced corporate and securities law, with a
focus on public and private merger and acquisition transactions
and public securities offerings, at Brobeck, Phleger &
Harrison, LLP, from April 2000 to September 2002, and at Weil,
Gotshal & Manges, LLP, from September 1992 to March
2000.
Michael Oster has served as our Senior Vice President of
Mergers and Acquisitions of Alon Energy since August 2008 and
General Manager of Commercial Transactions of Alon Energy from
January 2003 to August 2008. Prior to joining Alon Energy,
Mr. Oster was a partner in the Israeli law firm, Yehuda
Raveh and Co.
18
Table of Contents
Jimmy C. Crosby has served as our Vice President of
Refining California Refineries since March 2009 and
as Vice President of Refining and Supply since May 2007, with
responsibility for refinery and supply operations at our
California refineries. Mr. Crosby served as our Vice
President of Supply and Planning from May 2005 to May 2007, with
responsibility for all terminal and refinery supply for our Big
Spring refinerys marketing and refinery operations.
Mr. Crosby served as our General Manager of Business
Development and Planning from August 2000 to May 2005. Prior to
joining Alon, Mr. Crosby worked with FINA from 1996 to
August 2000 where he last held the position of Manager of
Planning and Economics for the Big Spring refinery.
William Wuensche has served as our Vice President of
Refining Krotz Springs since March 2009, with
responsibility for refinery operations at the Krotz Springs
refinery. Mr. Wuensche joined Alon in July 2008 and from
August 2008 to March 2009, Mr. Wuensche served as Vice
President of Refining of Alon Refining Krotz Springs, Inc., our
subsidiary conducting our refining operations at Krotz Springs.
Prior to joining Alon, Mr. Wuensche was with Valero
Refining Company-Louisiana from June 2006 to July 2008, as Vice
President and General Manager of Valeros Krotz Springs
refinery and Valero Refining Company from February 2004 to June
2006, as Vice President and General Manager of Valeros
McKee Refinery. Earlier in his career, Mr. Wuensche held
various positions of increasing responsibilities in the
engineering, economics and planning and refinery operations
areas.
William L. Thorpe has served as Vice President of Asphalt
Operations since August 2008, with responsibility over asphalt
marketing and operations, quality control and quality assurance
at our refineries and asphalt terminals and safety, security and
training at our asphalt terminals. Mr. Thorpe served as the
Vice President of Asphalt Marketing of our subsidiary, Paramount
Petroleum Corporation, from August 2006 to August 2008. Prior to
joining Alon, Mr. Thorpe was with Paramount Petroleum
Corporation from 1996 to August 2006 having responsibility for
marketing and operations, serving as Senior Vice President.
Prior to joining Paramount Petroleum Corporation,
Mr. Thorpe held management positions with various
companies, including Vice President of Pacific Resources, Inc.,
Vice President Sales and Marketing of Marlex
Petroleum Corporation, Vice President Marketing of
Charter Oil Company and Manager Transportation
Planning and Development of ConocoPhillips. Mr. Thorpe has
served as Vice-Chairman of the Board for the Asphalt Institute
and the Asphalt Pavement Association of California and will be
Chairman of the Board of the Asphalt Institute beginning in 2010.
Kyle McKeen has served as President and Chief Executive
Officer of Alon Brands, Inc., our subsidiary that manages our
retail operations, since May 2008. From 2005 to 2008,
Mr. McKeen served as President and Chief Operating Officer
of Carter Energy, an independent energy marketer supporting over
600 retailers by providing fuel supply, merchandising and
marketing support, and consulting services. Prior to joining
Carter Energy in 2005, Mr. McKeen was a member of the Board
of Managers of Alon USA Interests, LLC from September 2002 to
2005 and held numerous positions of increasing responsibilities
with Alon Energy, including Vice President of Marketing.
Joseph Lipman has served as President and Chief Executive
Officer of Southwest Convenience Stores, LLC, or SCS, our
subsidiary conducting our retail operations since July 2001.
From 1997 to July 2001, Mr. Lipman served as General
Manager of Cosmos, a chain of supermarkets in Israel owned by
Super-Sol Ltd., where he was responsible for marketing and store
operations.
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Table of Contents
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL HOLDERS AND MANAGEMENT
BENEFICIAL HOLDERS AND MANAGEMENT
The following table presents information regarding the number of
shares of Alon common stock beneficially owned as of
November 16, 2009 by each of Alons directors, each
executive officer of Alon named in the Summary Compensation
Table included in our 2009 Proxy Statement, which is
incorporated by reference herein, and all directors and
executive officers of Alon as a group. In addition, the table
presents information about each person known by Alon to
beneficially own 5% or more of Alons outstanding common
stock, including the selling stockholder. Unless otherwise
indicated by footnote, the beneficial owner exercises sole
voting and investment power over the shares. The percentage of
outstanding shares is calculated on the basis of
46,819,862 shares of Alon common stock outstanding as of
November 16, 2009.
Beneficial Share Ownership | ||||||||
Number |
Percent of |
|||||||
Directors, Executive Officers and 5% Stockholders
|
of Shares | Outstanding Shares | ||||||
Directors and Executive Officers
|
||||||||
David Wiessman(1)
|
2,494,523 | 5.33 | % | |||||
Itzhak Bader
|
| | ||||||
Boaz Biran
|
| | ||||||
Shlomo Even
|
| | ||||||
Avinadav Grinshpon
|
| | ||||||
Ron W. Haddock
|
19,111 | * | ||||||
Jeff D. Morris(2)
|
100 | * | ||||||
Yeshayahu Pery
|
| | ||||||
Zalman Segal
|
6,611 | * | ||||||
Avraham Shochat(3)
|
5,224 | * | ||||||
Harlin R. Dean(4)
|
7,446 | * | ||||||
Joseph Israel(4)
|
7,258 | * | ||||||
Shai Even(4)
|
| | ||||||
Michael Oster(4)
|
93 | * | ||||||
All directors and executive officers as a group
(20 persons)(1)(2)(4)(5)
|
2,564,866 | 5.48 | % | |||||
Other 5% or more Stockholders
|
||||||||
Alon Israel Oil Company, Ltd.(6)(7)
|
33,832,046 | 72.26 | % | |||||
Africa-Israel Investments Ltd. (the Selling Stockholder)(8)
|
2,579,774 | 5.51 | % |
* | Indicates less than 1% | |
(1) | Includes: (a) a right to exchange a 2.71% ownership interest in Alon Israel held in trust by Eitan Shmueli, as trustee, of which Mr. Wiessman is the sole beneficiary, for a 2.71% ownership interest in certain subsidiaries of Alon Israel, including Alon, which if exercised in full as of the date of this Registration Statement would represent 1,268,818 shares of Alon common stock; and (b) 1,225,705 shares of Alon common stock held by Mr. Wiessman. | |
(2) | Jeff D. Morris, Claire A. Hart (an executive officer of Alon) and Joseph A. Concienne, III (an executive officer of Alon) each own shares of non-voting stock of Alon Assets, Inc., or Alon Assets, and Alon USA Operating, Inc., or Alon Operating. Alon Assets and Alon Operating are subsidiaries of Alon through which Alon conducts substantially all of its business. As of November 16, 2009, there were 206,941.5 shares of capital stock of Alon Assets outstanding and 77,709.7 shares of capital stock of Alon |
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Table of Contents
Operating outstanding. Messrs. Morris, Hart and Concienne each own shares of non-voting stock of Alon Assets and Alon Operating as set forth in the following table: |
Alon Assets | Alon Operating | |||||||||||||||
Non-Voting |
Percent of all |
Non-Voting |
Percent of all |
|||||||||||||
Name of Beneficial Owner
|
Common Stock | Common Stock | Common Stock | Common Stock | ||||||||||||
Jeff D. Morris
|
10,689.4 | 5.2 | % | 4,014.1 | 5.2 | % | ||||||||||
Claire A. Hart
|
2,672.2 | 1.3 | 1,003.4 | 1.3 | ||||||||||||
Joseph A. Concienne
|
1,413.4 | 0.7 | 530.7 | 0.7 | ||||||||||||
Total
|
14,775.0 | 7.2 | % | 5,548.2 | 7.2 | % | ||||||||||
The individuals named in the table above hold options to purchase an aggregate of 2,793.5 shares of Alon Assets and 1,049.1 shares of Alon Operating. Subject to the satisfaction of specified performance targets and certain acceleration events, these options vest in full by 2010 (assuming the continued employment of the individuals). | ||
(3) | Shares of Alon common stock are held in trust by Sian Holdings Enterprises LTD., which is an entity controlled by Mr. Shochat. | |
(4) | Pursuant to the Alon USA Energy, Inc. 2005 Incentive Compensation Plan, on March 7, 2007 Alon made grants of Stock Appreciation Rights (SARs) to certain officers. The SARs granted on March 7, 2007 vest as follows: 50% on March 7, 2009, 25% on March 7, 2010 and 25% on March 7, 2011 and are exercisable during the 365-day period following the date of vesting. When exercised, SARs are convertible into shares of Alon common stock, the number of which will be determined at the time of exercise by calculating the difference between the closing price of Alon common stock on the exercise date and the grant price of the SARs ($28.46 per share) (the Spread), multiplying the Spread by the number of SARs being exercised and then dividing the product by the closing price of Alon common stock on the exercise date. In no event may a SAR be exercised if the Spread is not a positive number. On November 16, 2009, the reported closing price for Alon common stock on the NYSE was $7.33 which was less than the grant price, and as a result, no shares are reflected in this table in respect of the SARs. | |
(5) | William Wuensche (an executive officer of Alon) owns 225 restricted shares of non-voting common stock of Alon Refining Krotz Springs, Inc., or Krotz Springs. Krotz Springs is a subsidiary of Alon through which Alon conducts its Louisiana refining business. As of November 16, 2009, there were 36,623 shares of capital stock of Krotz Springs outstanding of which Mr. Wuensche owns 0.6%. Mr. Wuensches shares vest upon the satisfaction of certain performance targets or the occurrence of certain acceleration events (assuming the continued employment of Mr. Wuensche). Any unvested shares as of 2014 will be forfeited. | |
(6) | Alon Israel filed a Schedule 13D with the SEC on September 23, 2009 reporting that Alon Israel beneficially owned 33,832,046 shares of Alon common stock, of which it had sole investment and voting power over 33,601,031 shares and shared investment and voting power over 231,015 shares owned by Tabris Investments Inc. (a wholly-owned subsidiary of Alon Israel). The address of Alon Israel and Tabris is Europark (France Building), Kibbutz Yakum 60972, Israel. | |
As of November 16, 2009, Alon Israel had 6,215,185 ordinary shares outstanding, which were owned of record as follows: |
Percent of |
||||||||
Number of |
Outstanding |
|||||||
Record Holder
|
Shares | Shares | ||||||
Bielsol Investments (1987) Ltd.(a)
|
3,131,375 | 50.38 | % | |||||
Several Purchase Organizations of the Kibbutz Movement(b)
|
2,915,497 | 46.91 | ||||||
Mr. Eitan Shmueli, as trustee(c)
|
168,313 | 2.71 | ||||||
Total
|
6,215,185 | 100.00 | % | |||||
(a) | Bielsol Investments (1987) Ltd. is a privately held Israeli limited liability company that is beneficially owned (1) 80.0% by Shebug Ltd., an Israeli limited liability company that is wholly owned by the |
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Table of Contents
family of Shraga Biran, the father of Boaz Biran, one of Alons directors, and (2) 20.0% by David Wiessman, the Executive Chairman of the Board. The address of Bielsol Investments (1987) Ltd. is 1 Denmark St., Petach-Tivka, Israel. |
(b) | The Kibbutz Movement is a combination of approximately 270 economic cooperatives, or purchase organizations, engaged in agriculture, industry and commerce in Israel. The shares of Alon Israel shown in the table above as owned by several purchase organizations of the Kibbutz Movement are owned of record by nine such purchase organizations. Each of the purchase organizations that owns of record 5% or more of the outstanding shares of Alon Israel is shown on the following table: |
Percent of |
||||||||
Number of |
Outstanding |
|||||||
Purchase Organization
|
Shares | Shares | ||||||
Granot Cooperative Regional Organization Corporation
|
505,172 | 8.13 | % | |||||
Mishkey Emek Hayarden Ltd.
|
489,012 | 7.87 | % | |||||
Miskey Hanegev Export Ltd.
|
476,209 | 7.66 | % | |||||
Mishkey Darom Cooperative Regional Organization Corporation
|
385,519 | 6.20 | % | |||||
Mishkey Galil elyon Cooperative Regional Organization Corporation
|
391,005 | 6.30 | % | |||||
Alonit Cooperative Regional Organization Corporation
|
405,394 | 6.53 | % |
Itzhak Bader, one of Alons directors, is Chairman of
Granot Cooperative Regional Organization Corporation.
The purchase organizations of the Kibbutz Movement have granted
a holdings company, or the Holdings Company, an irrevocable
power of attorney to vote all of the shares of Alon Israel held
by such purchase organizations. The Holdings Company is an
Israeli limited liability company that is owned by nine
organizations of the Kibbutz Movement, some of which are also
stockholders of Alon Israel. One of Alons directors,
Mr. Bader, is Chairman of the Holdings Company.
(c) | The shares of Alon Israel held by Mr. Eitan Shmueli are held by him as trustee of a trust which David Wiessman, the Executive Chairman of the Board, is the sole beneficiary. These shares are treated as non-voting shares. |
Bielsol Investments (1987) Ltd., the purchase organizations
of the Kibbutz Movement and the Holdings Company are parties to
a shareholders agreement. Under that agreement:
| Certain major decisions made by Alon Israel require the approval of more than 75% of the voting interests in Alon Israel or of more than 75% of the board of directors of Alon Israel, as applicable. The provisions of the shareholders agreement relating to approval of major transactions involving Alon Israel also apply to approval of major transactions involving significant subsidiaries of Alon Israel, including Alon. | |
| The number of directors of Alon Israel must be between three and twelve. The provision under the agreement currently allows Bielsol Investments (1987) Ltd. to elect six directors and the purchase organizations of the Kibbutz Movement to elect five directors. | |
| There are various rights of first refusal among the shareholders who are party to the agreement. |
(7) | Alon Israel owns 80,000 shares of non-voting preferred stock of Alon Refining Louisiana, Inc., or Alon Louisiana, a subsidiary of Alon, representing 100% of all outstanding preferred stock of Alon Louisiana. Alon Israel has caused, or has agreed to cause, up to $80.0 million of letters of credit to be issued in favor of Krotz Springs. Alon Israel has the option to withdraw the $80.0 million letters of credit and acquire additional shares of preferred stock of Alon Louisiana in an amount equal to such withdrawn letters of credit. The outstanding shares of Alon Louisianas preferred stock and the shares of Alon Louisianas preferred stock acquired upon withdrawal of the $80.0 million letters of credit are exchangeable under certain circumstances for shares of Alon common stock. Additionally, Alon has an option to issue shares of Alon common stock to Alon Israel in satisfaction of the payment obligations under promissory notes to be issued by a subsidiary of Alon in the event of a draw of any of the $80.0 million letters of credit. |
22
Table of Contents
(8) | Africa Israel, the selling stockholder, has sole investment and voting power over 2,579,774 shares of Alon common stock. Each of Lev Leviev, Izzy Cohen, Chaim Erez, Avinadav Grinshpon, Eitan Haber, Shmuel Shkedi, Rami Guzman, Zipora Samet, Jacques Zimmerman, Shaul Dabby, Avi Barzilay, Gidi Kadusi, Ronit Cohen Nissan, Ron Fainaro, Zviya Leviev Eliazarov and Ron Maor, the directors and executive officers of the selling stockholder, may be deemed to possess shared investment and voting power over such shares of Alon common stock by virtue of their positions with Africa Israel. Each such director and/or executive officer disclaims beneficial ownership of all such shares. Furthermore, Lev Leviev, as controlling shareholder of the selling stockholder, may be deemed to share beneficial ownership (both investment and voting power) of all of the shares of Alon common stock that are held by the selling stockholder. Mr. Leviev disclaims beneficial ownership of all of such shares, except to the extent of his pecuniary interest therein. | |
This does not include 3,675,539 shares of our common stock underlying an option exercisable by the selling stockholder for no additional consideration. For additional information concerning Africa Israel, see the section entitled Selling Stockholder of this prospectus. | ||
Africa Israel is a publicly held Israeli limited liability company that is listed on the TASE. As of November 16, 2009, based on information available to us, the selling stockholder is beneficially owned (1) 74.83% by Lev Leviev, an Israeli citizen, and (2) 25.17% by public shareholders. Avinadav Grinshpon, one of Alons directors, is a director and Vice Chairman of the selling stockholder. The address of the selling stockholder is 4 Derech Hahoresh, Yahud, Israel. |
MARKET
PRICE OF AND DIVIDENDS ON THE REGISTRANTS COMMON
EQUITY
Market
Information
Our common stock is traded on the New York Stock Exchange under
the symbol ALJ.
The following table sets forth the quarterly high and low sales
prices of our common stock for each our last three completed
quarterly periods:
Quarterly Period
|
High | Low | ||||||
2009
|
||||||||
Third Quarter
|
$ | 11.20 | $ | 8.20 | ||||
Second Quarter
|
15.90 | 9.92 | ||||||
First Quarter
|
15.46 | 8.76 |
Holders
As of November 16, 2009, there were approximately 30 common
stockholders of record.
Dividends
On April 2, 2009, we paid a regular quarterly cash dividend
of $0.04 per share. In connection with our cash dividend payment
to stockholders, the minority interest owners of Alon Assets,
Inc., or Alon Assets, and Alon USA Operating, Inc., or Alon
Operating, received an aggregate cash dividend of
$0.144 million. Alon Assets and Alon Operating are
subsidiaries of Alon through which Alon conducts substantially
all of its business.
On June 15, 2009, we paid a regular quarterly cash dividend
of $0.04 per share of our common stock. In connection with our
cash dividend payment to stockholders, the minority interest
owners of Alon Assets and Alon Operating received an aggregate
cash dividend of $0.144 million.
On September 15, 2009, we paid a regular quarterly cash
dividend of $0.04 per share of our common stock. In connection
with our cash dividend payment to stockholders, the minority
interest owners of Alon Assets and Alon Operating received an
aggregate cash dividend of $0.144 million.
23
Table of Contents
On November 4, 2009, we announced that our board of
directors approved a regular quarterly cash dividend of $0.04
per share payable on December 15, 2009, to stockholders of
record at the close of business on November 30, 2009.
LEGAL
MATTERS
The validity of the shares of common stock offered by this
prospectus will be passed upon for us by Harlin R.
Dean, Jr., our Senior Vice President Legal,
General Counsel and Secretary.
EXPERTS
The consolidated financial statements of Alon USA Energy, Inc.
and subsidiaries as of December 31, 2008 and 2007, for each
of the years in the three-year period ended December 31,
2008, and managements assessment of the effectiveness of
internal control over financial reporting as of
December 31, 2008, have been incorporated by reference
herein in reliance upon the reports of KPMG LLP, independent
registered public accounting firm, incorporated by reference
herein, and upon the authority of said firm as experts in
accounting and auditing. The audit report covering the
December 31, 2008 financial statements refers to the
implementation of FAS No. 157, Fair Value Measurements
in 2008 and FASB Interpretation No. 48, Accounting for
Uncertainty in Income Taxes, an interpretation of FASB Statement
No. 109 in 2007.
The audit report on the effectiveness of internal control over
financial reporting as of December 31, 2008, contains an
explanatory paragraph that states that Alon USA Energy, Inc.
acquired the Krotz Springs Refinery on July 3, 2008, and
management excluded from its assessment of the effectiveness of
Alon USA Energy, Inc.s internal control over financial
reporting as of December 31, 2008, the Krotz Springs
Refinerys internal control over financial reporting
associated with revenues of 20.4% and assets of 26.5% of the
respective consolidated amounts of Alon USA Energy, Inc. and
subsidiaries as of and for the year ended December 31,
2008. The audit of internal control over financial reporting of
Alon USA Energy, Inc. also excluded an evaluation of the
internal control over financial reporting of the Krotz Springs
Refinery.
WHERE YOU
CAN FIND MORE INFORMATION
We maintain an Internet website at www.alonusa.com. All of our
reports filed with the SEC (including annual reports on
Form 10-K,
quarterly reports on
Form 10-Q,
current reports on
Form 8-K,
and proxy statements) are accessible through the Investor
Relations section of our website, free of charge, as soon as
reasonably practicable after electronic filing. The public may
read and copy any materials that we file with the SEC at the
SECs Public Reference Room at 100 F Street, NE,
Room 1580, Washington, DC 20549. You may obtain information
on the operation of the Public Reference Room by calling the SEC
at
1-800-SEC-0330.
The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding
issuers that file electronically with the SEC at www.sec.gov.
We have filed with the SEC a registration statement under the
Securities Act that registers the distribution of the securities
offered hereby. The registration statement, including the
attached exhibits and schedules, contains additional relevant
information about us and the securities being offered. This
prospectus, which forms part of the registration statement,
omits certain of the information contained in the registration
statement in accordance with the rules and regulations of the
SEC. Reference is hereby made to the registration statement and
related exhibits for further information with respect to us and
the securities offered hereby. Statements contained in this
prospectus concerning the provisions of any document are not
necessarily complete and, in each instance, reference is made to
the copy of such document filed as an exhibit to the
registration statement or otherwise filed with the SEC. Each
such statement is qualified in its entirety by such reference.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
We incorporate by reference in this prospectus the documents
listed below, each of which should be considered an important
part of this prospectus.
24
Table of Contents
| Our 2008 Annual Report on Form 10-K; | |
| Our 2009 Definitive Proxy Statement on Schedule 14A (only those portions incorporated by reference into our 2008 Annual Report on Form 10-K); | |
| Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2009, June 30, 2009 and September 30, 2009; | |
| Our Current Reports on Form 8-K filed on April 27, 2009 (as amended on August 24, 2009), June 1, 2009, July 14, 2009, September 18, 2009, October 8, 2009, October 14, 2009, October 19, 2009, October 23, 2009, November 5, 2009 (excluding the information furnished under item 2.02) and December 1, 2009; and | |
| The description of our common stock, par value $.01 per share, included under the caption Description of Capital Stock in our Registration Statement on Form S-1 filed with the SEC on July 28, 2005 (Registration No. 333-124797). |
Any person, including any beneficial owner, to whom this
prospectus is delivered may request copies of this prospectus
and any of the documents incorporated by reference in this
prospectus, without charge, by written or oral request directed
to Alon USA Energy, Inc., Attention: Investor Relations, 7616
LBJ Freeway, Suite 300, Dallas, Texas 75251, telephone
(972) 367-3600,
on the Investor Relations section of our website at
http://www.alonusa.com
or from the SEC through the SECs website at the web
address provided above. Documents incorporated by reference are
available without charge, excluding any exhibits to those
documents unless the exhibit is specifically incorporated by
reference into those documents.
25
Table of Contents
6,255,313 Shares
Alon USA Energy, Inc.
Common Stock
PROSPECTUS
,
2009
Table of Contents
PART II
Item 13. | Other Expenses of Issuance and Distribution. |
The following table sets forth the costs and expenses to be paid
by us in connection with the sale of the shares of common stock
being registered hereby. All amounts are estimates except for
the Securities and Exchange Commission registration fee.
Securities and Exchange Commission registration fee
|
$ | 2,502.66 | ||
Accounting fees and expenses
|
15,000.00 | |||
Legal fees and expenses
|
10,000.00 | |||
Printing and miscellaneous expenses
|
5,000.00 | |||
Total
|
$ | 32,502.66 |
Item 14. | Indemnification of Directors and Officers. |
We are a Delaware corporation. Section 145 of the Delaware
General Corporation Law authorizes a court to award, or a
corporations board of directors to grant, indemnity under
certain circumstances to directors, officers employees or agents
in connection with actions, suits or proceedings, by reason of
the fact that the person is or was a director, officer, employee
or agent, against expenses and liabilities incurred in such
actions, suits or proceedings so long as they acted in good
faith and in a manner the person reasonably believed to be in,
or not opposed to, the best interests of the company, and with
respect to any criminal action if they had no reasonable cause
to believe their conduct was unlawful. With respect to suits by
or in the right of such corporation, however, indemnification is
generally limited to attorneys fees and other expenses and
is not available if such person is adjudged to be liable to such
corporation unless the court determines that indemnification is
appropriate.
As permitted by Delaware law, our certificate of incorporation
includes a provision that eliminates the personal liability of
our directors to Alon or our stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability:
| for any breach of the directors duty of loyalty to us or our stockholders; | |
| for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; | |
| under section 174 of the Delaware General Corporation Law regarding unlawful dividends and stock purchases; or | |
| for any transaction for which the director derived an improper personal benefit. |
As permitted by Delaware law, our certificate of incorporation
provides that:
| we are required to indemnify our directors and officers to the fullest extent permitted by Delaware law, subject to very limited exceptions; | |
| we may indemnify our other employees and agents to the fullest extent permitted by Delaware law, subject to very limited exceptions; | |
| we are required to advance expenses (including without limitation, attorneys fees), as incurred, to our directors and officers in connection with a legal proceeding to the fullest extent permitted by Delaware law, subject to very limited exceptions; | |
| we may advance expenses, as incurred, to our employees and agents in connection with a legal proceeding; and | |
| the rights conferred in our certificate of incorporation are not exclusive. |
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Table of Contents
We have entered into Indemnification Agreements with each of our
directors and officers to give these directors and officers
additional contractual assurances regarding the scope of the
indemnification set forth in our certificate of incorporation
and to provide additional procedural protections. At present,
there is no pending litigation or proceeding involving any of
our directors, officers or employees regarding which
indemnification is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification.
The indemnification provisions in our certificate of
incorporation and the Indemnification Agreements entered into
with our directors and officers may be sufficiently broad to
permit indemnification of our directors and officers for
liabilities arising under the Securities Act.
Under Delaware law, corporations also have the power to purchase
and maintain insurance for directors, officers, employees and
agents.
We and our subsidiaries are covered by liability insurance
policies which indemnify our and our subsidiaries
directors and officers against loss arising from claims by
reason of their legal liability for acts as such directors,
officers, or trustees, subject to limitations and conditions as
set forth in the policies.
The foregoing discussion of our certificate of incorporation and
Delaware law is not intended to be exhaustive and is qualified
in its entirety by such certificate of incorporation or law.
Item 15. | Recent Sales of Unregistered Securities |
None.
Item 16. | Exhibits and Financial Statement Schedules. |
(a) The following exhibits are filed herewith:
Number
|
Exhibit Title
|
|||
3 | .1 | Amended and Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.1 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797). | ||
3 | .2 | Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.2 to Form S-1/A, filed by the Company on July 14, 2005, SEC File No. 333-124797) | ||
4 | .1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
4 | .2 | Indenture, dated as of October 22, 2009, by and among Alon Refining Krotz Springs, Inc. and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K, filed by the Company on October 23, 2009, SEC File No. 001-32567). | ||
5 | .1 | Opinion of Harlin R. Dean, Jr. (as filed herewith). | ||
10 | .1 | Trademark License Agreement, dated as of July 31, 2000, among Finamark, Inc., Atofina Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.3 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .2 | First Amendment to Trademark License Agreement, dated as of April 11, 2001, among Finamark, Inc., Atofina Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.4 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .3 | Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and Alon USA, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on February 2, 2008, SEC File No. 001-32567). | ||
10 | .4 | Pipeline Lease Agreement, dated as of February 21, 1997, between Navajo Pipeline Company and American Petrofina Pipe Line Company (incorporated by reference to Exhibit 10.6 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .5 | Amendment and Supplement to Pipeline Lease Agreement, dated as of August 31, 2007, by and between HEP Pipeline Assets, Limited Partnership and Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 8, 2007). |
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Number
|
Exhibit Title
|
|||
10 | .6 | Contribution Agreement, dated as of January 25, 2005, among Holly Energy Partners, L.P., Holly Energy Partners Operating, L.P., T & R Assets, Inc., Fin-Tex Pipe Line Company, Alon USA Refining, Inc., Alon Pipeline Assets, LLC, Alon Pipeline Logistics, LLC, Alon USA, Inc. and Alon USA, LP (incorporated by reference to Exhibit 10.7 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .7 | Pipelines and Terminals Agreement, dated as of February 28, 2005, between Alon USA, LP and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.8 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .8 | Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on February 5, 2008, SEC File No. 001-32567). | ||
10 | .9 | Liquor License Purchase Agreement, dated as of May 12, 2003, between Southwest Convenience Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.34 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .10 | Premises Lease, dated as of May 12, 2003, between Southwest Convenience Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.35 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .11 | Registration Rights Agreement, dated as of July 6, 2005, between Alon USA Energy, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.22 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797). | ||
10 | .12 | Registration Rights Agreement, dated October 22, 2009, between Alon Refining Krotz Springs, Inc. and Jefferies & Company, Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on October 23, 2009, SEC File No. 001-32567). | ||
10 | .13 | Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC Acquisition, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on June 26, 2006, SEC File No. 001-32567). | ||
10 | .14 | First Amendment to Amended Revolving Credit Agreement, dated as of August 4, 2006, to the Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC Acquisition, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.25 to Form 10-K, filed by the Company on March 15, 2007 SEC File No. 001-32567). | ||
10 | .15 | Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, to the Amended Revolving Credit Agreement, dated as of June 22, 2006, Alon USA, LP, Edgington Oil Company, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567). | ||
10 | .16 | Third Amendment to Amended Revolving Credit Agreement, dated as of June 29, 2007, to the Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc., Alon USA, LP, the guarantor companies and financial institutions named therein, Israel Discount Bank of New York and Bank Leumi USA (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 20, 2007, SEC File No. 001-32567). | ||
10 | .17 | Waiver, Consent, Partial Release and Fourth Amendment, dated as of July 2, 2008, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.4 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .18 | Fifth Amendment to Amended Revolving Credit Agreement, dated as of July 31, 2009, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.3 to Form 10-Q, filed by the Company on August 6, 2009, SEC File No. 001-32567). |
II-3
Table of Contents
Number
|
Exhibit Title
|
|||
10 | .19 | Credit Agreement, dated as of July 30, 2008, among Alon USA Energy, Inc., the financial institutions from time to time a party thereto, Israel Discount Bank and Bank Leumi USA (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 1, 2008, SEC File No. 001-32567). | ||
10 | .20 | Amended and Restated Credit Agreement, dated as of June 29, 2007, among Southwest Convenience Stores, LLC, the lenders party thereto and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 2, 2007, SEC File No. 001-32567). | ||
10 | .21 | Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc., the lenders party thereto and Credit Suisse (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on June 26, 2006, SEC File No. 001-32567). | ||
10 | .22 | Amendment No. 1 to the Credit Agreement, dated as of February 28, 2007, by and among Alon USA Energy, Inc., the lenders party thereto and Credit Suisse (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567). | ||
10 | .23 | Second Amended and Restated Credit Agreement, dated as of February 28, 2007, among Paramount Petroleum Corporation, Bank of America, N.A. and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567). | ||
10 | .24 | First Amendment to Second Amended and Restated Credit Agreement, dated as of March 30, 2007, among Paramount Petroleum Corporation, Bank of America, N.A. and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.37 to Form 10-K, filed by the Company on March 11, 2008, SEC File No. 001-32567). | ||
10 | .25 | Term Loan Agreement, dated as of July 3, 2008, by and among Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Credit Suisse, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .26 | First Amendment Agreement, dated as of April 9, 2009, by and among Alon Refining Louisiana, Inc., Alon Krotz Springs, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as successor to Credit Suisse, Cayman Islands Branch, as agent (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on August 6, 2009, SEC File No. 001-32567). | ||
10 | .27 | Loan and Security Agreement, dated as of July 3, 2008, by and among Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .28 | First Amendment to Loan and Security Agreement, dated as of December 18, 2008, by and among Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.28 to Form 10-K, filed by the Company on April 10, 2009, SEC File No. 001-32567). | ||
10 | .29 | Second Amendment to Loan and Security Agreement, dated as of April 9, 2009, by and among Alon Refining Louisiana, Inc., Alon Krotz Springs, Inc., the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on April 27, 2009, SEC File No. 001-32567). | ||
10 | .30 | Amended and Restated Loan and Security Agreement, dated as of October 22, 2009 (as amended, supplemented or otherwise modified from time to time), among Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., each other party joined as a borrower thereunder from time to time, the Lenders party thereto, and Bank of America, N.A., as Agent (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on October 23, 2009, SEC File No. 001-32567). | ||
10 | .31 | Purchase Agreement dated October 13, 2009, between Alon Refining Krotz Springs, Inc. and Jefferies & Co. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on October 19, 2009, SEC File No. 001-32567). | ||
10 | .32 | Management and Consulting Agreement, dated as of August 1, 2003, among Alon USA, Inc., Alon Israel Oil Company, Ltd. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.21 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). |
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Number
|
Exhibit Title
|
|||
10 | .33 | Amendment, dated as of June 17, 2005, to the Management and Consulting Agreement, dated as of August 1, 2003, among Alon USA, Inc., Alon Israel Oil Company, Ltd. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.21.1 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .34 | Executive Employment Agreement, dated as of July 31, 2000, between Jeff D. Morris and Alon USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement, dated May 1, 2005 (incorporated by reference to Exhibit 10.23 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .35 | Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon USA GP, LLC (incorporated by reference to Exhibit 10.9 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .36 | Executive Employment Agreement, dated as of July 31, 2000, between Claire A. Hart and Alon USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement, dated May 1, 2005 (incorporated by reference to Exhibit 10.24 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .37 | Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Claire A. Hart and Alon USA GP, LLC (incorporated by reference to Exhibit 10.10 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .38 | Executive Employment Agreement, dated as of February 5, 2001, between Joseph A. Concienne, III and Alon USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement, dated May 1, 2005 (incorporated by reference to Exhibit 10.25 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .39 | Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Joseph A. Concienne, III and Alon USA GP, LLC. (incorporated by reference to Exhibit 10.11 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .40 | Amended and Restated Management Employment Agreement, dated as of August 9, 2006, between Harlin R. Dean and Alon USA GP, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 10, 2006, SEC File No. 001-32567). | ||
10 | .41 | Amendment to Amended and Restated Management Employment Agreement, dated as of November 4, 2008, between Harlin R. Dean and Alon USA GP, LLC (incorporated by reference to Exhibit 10.12 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .42 | Management Employment Agreement, dated as of September 1, 2000, between Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.33 to Form 10-K, filed by the Company on March 15, 2006, SEC File No. 001-32567). | ||
10 | .43 | Amendment to Executive/Management Employment Agreement, dated as of May 1, 2005 between Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.34 to Form 10-K, filed by the Company on March 15, 2006, SEC File No. 001-32567). | ||
10 | .44 | Second Amendment to Executive/Management Employment Agreement, dated as of November 4, 2008, between Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.13 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .45 | Executive Employment Agreement, dated as of August 1, 2003, between Shai Even and Alon USA GP, LLC (incorporated by reference to Exhibit 10.49 to Form 10-K, filed by the Company on March 15, 2007, SEC File No. 001-32567). | ||
10 | .46 | Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Shai Even and Alon USA GP, LLC. (incorporated by reference to Exhibit 10.14 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .47 | Agreement of Principles of Employment, dated as of July 6, 2005, between David Wiessman and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.50 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797). | ||
10 | .48 | Management Employment Agreement, dated as of October 30, 2008, between Michael Oster and Alon USA GP, LLC (incorporated by reference to Exhibit 10.71 to Form 10-K, filed by the Company on April 10, 2009, SEC File No. 001-32567). |
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Number
|
Exhibit Title
|
|||
10 | .49 | Annual Cash Bonus Plan (incorporated by reference to Exhibit 10.27 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .50 | Description of 10% Bonus Plan (incorporated by reference to Exhibit 10.28 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .51 | Description of Annual Bonus Plans (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on May 6, 2008, SEC File No. 001-32567). | ||
10 | .52 | Change of Control Incentive Bonus Program (incorporated by reference to Exhibit 10.29 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .53 | Description of Director Compensation (incorporated by reference to Exhibit 10.30 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .54 | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.31 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .55 | Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.32 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .56 | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.33 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .57 | Alon Assets, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.36 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .58 | Alon USA Operating, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.37 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .59 | Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.38 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .60 | Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon Assets, Inc. (incorporated by reference to Exhibit 10.15 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .61 | Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.39 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .62 | Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.40 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .63 | Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon USA Operating, Inc. (incorporated by reference to Exhibit 10.16 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .64 | Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.41 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .65 | Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Claire A. Hart, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 and July 25, 2002 (incorporated by reference to Exhibit 10.42 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .66 | Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Claire A. Hart, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.43 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). |
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Number
|
Exhibit Title
|
|||
10 | .67 | Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Claire A. Hart, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 and July 25, 2002 (incorporated by reference to Exhibit 10.44 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .68 | Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Claire A. Hart, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.45 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .69 | Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon Assets, Inc. and Joseph A. Concienne, III, as amended by the Amendment to the Incentive Stock Option Agreement, dated July 25, 2002 (incorporated by reference to Exhibit 10.46 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .70 | Shareholder Agreement, dated as of February 5, 2001, between Alon Assets, Inc. and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.47 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .71 | Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon USA Operating, Inc. and Joseph A. Concienne, III, as amended by the Amendment to the Incentive Stock Option Agreement, dated July 25, 2002 (incorporated by reference to Exhibit 10.48 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .72 | Shareholder Agreement, dated as of February 5, 2001, between Alon USA Operating, Inc. and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.49 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .73 | Agreement, dated as of July 6, 2005, among Alon USA Energy, Inc., Alon USA, Inc., Alon USA Capital, Inc., Alon USA Operating, Inc., Alon Assets, Inc., Jeff D. Morris, Claire A. Hart and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.52 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797). | ||
10 | .74 | Alon USA Energy, Inc. 2005 Incentive Compensation Plan, as amended on November 7, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on November 8, 2005, SEC File No. 001-32567). | ||
10 | .75 | Form of Restricted Stock Award Agreement relating to Director Grants pursuant to Section 12 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 5, 2005, SEC File No. 001-32567). | ||
10 | .76 | Form of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 23, 2005, SEC File No. 001-32567). | ||
10 | .77 | Form II of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on November 8, 2005, SEC File No. 001-32567). | ||
10 | .78 | Form of Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 12, 2007, SEC File No. 001-32567). | ||
10 | .79 | Purchase and Sale Agreements, dated as of February 13, 2006, between Alon Petroleum Pipe Line, LP and Sunoco Pipelines, LP, (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on February 13, 2006, SEC File No. 001-32567). | ||
10 | .80 | Stock Purchase Agreement, dated as of April 28, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy, III and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 2, 2006, SEC File No. 001-32567). |
II-7
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Number
|
Exhibit Title
|
|||
10 | .81 | First Amendment to Stock Purchase Agreement, dated as of June 30, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 14, 2006, SEC File No. 001-32567). | ||
10 | .82 | Second Amendment to Stock Purchase Agreement, dated as of July 31, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III and Mark R. Milano (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on November 14, 2006, SEC File No. 001-32567). | ||
10 | .83 | Agreement and Plan of Merger, dated as of April 28, 2006, among Alon USA Energy, Inc., Apex Oil Company, Inc., Edgington Oil Company, and EOC Acquisition, LLC (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on May 2, 2006, SEC File No. 001-32567). | ||
10 | .84 | Agreement and Plan of Merger, dated March 2, 2007, by and among Alon USA Energy, Inc., Alon USA Interests, LLC, ALOSKI, LLC, Skinnys, Inc. and the Davis Shareholders (as defined therein) (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 6, 2007, SEC File No. 001-32567). | ||
10 | .85 | Stock Purchase Agreement, dated May 7, 2008, between Valero Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 13, 2008, SEC File No. 001-32567). | ||
10 | .86 | First Amendment to Stock Purchase Agreement, dated as of July 3, 2008, by and among Valero Refining and Marketing Company, Alon Refining Krotz Springs, Inc. and Valero Refining Company-Louisiana (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .87 | Series A Preferred Stock Purchase Agreement, dated as of July 3, 2008, by and between Alon Refining Louisiana, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.5 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .88 | Stockholders Agreement, dated as of July 3, 2008, by and among Alon USA Energy, Inc., Alon Refining Louisiana, Inc., Alon Louisiana Holdings, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .89 | Amended and Restated Stockholders Agreement dated as of March 31, 2009, by and among Alon USA Energy, Inc., Alon Refining Louisiana, Inc., Alon Louisiana Holdings, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.88 to Form 10-K, filed by the Company on April 10, 2009, SEC File No. 001-32567). | ||
10 | .90 | Offtake Agreement, dated as of July 3, 2008, by and between Valero Marketing and Supply Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.9 to Form 10-Q, filed by the Company on August 8, 2008, SEC File No. 001-32567). | ||
10 | .91 | Earnout Agreement, dated as of July 3, 2008, by and between Valero Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.10 to Form 10-Q, filed by the Company on August 8, 2008, SEC File No. 001-32567). | ||
10 | .92 | First Amendment to Earnout Agreement, dated as of August 27, 2009, by and between Valero Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 6, 2009, SEC File No. 001-32567). | ||
21 | .1 | Subsidiaries of Alon USA Energy, Inc. | ||
23 | .1 | Consent of KPMG LLP. | ||
23 | .2 | Consent of Harlin R. Dean, Jr. (included in Exhibit 5.1). | ||
24 | .1 | Power of Attorney. |
| Filed under confidential treatment request. |
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Item 17. | Undertakings. |
The undersigned registrant hereby undertakes:
(a) (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser, each prospectus
filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(b) That, for purposes of determining liability under the
Securities Act of 1933, each filing of the registrants
annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plans
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities shall be deemed to
be the initial bona fide offering thereof.
(c) That insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in Dallas, State of Texas, on this
30th day
of November, 2009.
ALON USA ENERGY, INC.
By: |
/s/ Jeff
D. Morris
|
Jeff D. Morris
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature
|
Title
|
Date
|
||||
/s/ Jeff
D. Morris Jeff D. Morris |
President, Chief Executive Officer and Director (Principal Executive Officer) | November 30, 2009 | ||||
/s/ David
Wiessman David Wiessman |
Executive Chairman of the Board | November 30, 2009 | ||||
/s/ Shai
Even Shai Even |
Chief Financial Officer (Principal Financial and Accounting Officer) | November 30, 2009 | ||||
/s/ Itzhak
Bader Itzhak Bader |
Director | November 30, 2009 | ||||
/s/ Boaz
Biran Boaz Biran |
Director | November 30, 2009 | ||||
/s/ Shlomo
Even Shlomo Even |
Director | November 30, 2009 | ||||
/s/ Avinadav
Grinshpon Avinadav Grinshpon |
Director | November 30, 2009 | ||||
/s/ Ron
W. Haddock Ron W. Haddock |
Director | November 30, 2009 | ||||
/s/ Yeshayuhu
Pery Yeshayuhu Pery |
Director | November 30, 2009 | ||||
/s/ Zalman
Segal Zalman Segal |
Director | November 30, 2009 | ||||
/s/ Avraham
Baiga Shochat Avraham Baiga Shochat |
Director | November 30, 2009 |
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EXHIBIT INDEX
Number
|
Exhibit Title
|
|||
3 | .1 | Amended and Restated Certificate of Incorporation of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.1 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797). | ||
3 | .2 | Amended and Restated Bylaws of Alon USA Energy, Inc. (incorporated by reference to Exhibit 3.2 to Form S-1/A, filed by the Company on July 14, 2005, SEC File No. 333-124797) | ||
4 | .1 | Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
4 | .2 | Indenture, dated as of October 22, 2009, by and among Alon Refining Krotz Springs, Inc. and Wilmington Trust FSB, as Trustee (incorporated by reference to Exhibit 4.1 to Form 8-K, filed by the Company on October 23, 2009, SEC File No. 001-32567). | ||
5 | .1 | Opinion of Harlin R. Dean, Jr. (as filed herewith). | ||
10 | .1 | Trademark License Agreement, dated as of July 31, 2000, among Finamark, Inc., Atofina Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.3 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .2 | First Amendment to Trademark License Agreement, dated as of April 11, 2001, among Finamark, Inc., Atofina Petrochemicals, Inc. and SWBU, L.P. (incorporated by reference to Exhibit 10.4 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .3 | Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and Alon USA, L.P. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on February 2, 2008, SEC File No. 001-32567). | ||
10 | .4 | Pipeline Lease Agreement, dated as of February 21, 1997, between Navajo Pipeline Company and American Petrofina Pipe Line Company (incorporated by reference to Exhibit 10.6 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .5 | Amendment and Supplement to Pipeline Lease Agreement, dated as of August 31, 2007, by and between HEP Pipeline Assets, Limited Partnership and Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 8, 2007). | ||
10 | .6 | Contribution Agreement, dated as of January 25, 2005, among Holly Energy Partners, L.P., Holly Energy Partners Operating, L.P., T & R Assets, Inc., Fin-Tex Pipe Line Company, Alon USA Refining, Inc., Alon Pipeline Assets, LLC, Alon Pipeline Logistics, LLC, Alon USA, Inc. and Alon USA, LP (incorporated by reference to Exhibit 10.7 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .7 | Pipelines and Terminals Agreement, dated as of February 28, 2005, between Alon USA, LP and Holly Energy Partners, L.P. (incorporated by reference to Exhibit 10.8 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .8 | Pipeline Lease Agreement, dated as of December 12, 2007, between Plains Pipeline, L.P. and Alon USA, LP (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on February 5, 2008, SEC File No. 001-32567). | ||
10 | .9 | Liquor License Purchase Agreement, dated as of May 12, 2003, between Southwest Convenience Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.34 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .10 | Premises Lease, dated as of May 12, 2003, between Southwest Convenience Stores, LLC and SCS Beverage, Inc. (incorporated by reference to Exhibit 10.35 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .11 | Registration Rights Agreement, dated as of July 6, 2005, between Alon USA Energy, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.22 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797). | ||
10 | .12 | Registration Rights Agreement, dated October 22, 2009, between Alon Refining Krotz Springs, Inc. and Jefferies & Company, Inc. (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on October 23, 2009, SEC File No. 001-32567). | ||
10 | .13 | Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC Acquisition, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on June 26, 2006, SEC File No. 001-32567). |
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Exhibit Title
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10 | .14 | First Amendment to Amended Revolving Credit Agreement, dated as of August 4, 2006, to the Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA, LP, EOC Acquisition, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.25 to Form 10-K, filed by the Company on March 15, 2007 SEC File No. 001-32567). | ||
10 | .15 | Waiver, Consent, Partial Release and Second Amendment, dated as of February 28, 2007, to the Amended Revolving Credit Agreement, dated as of June 22, 2006, Alon USA, LP, Edgington Oil Company, LLC, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567). | ||
10 | .16 | Third Amendment to Amended Revolving Credit Agreement, dated as of June 29, 2007, to the Amended Revolving Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc., Alon USA, LP, the guarantor companies and financial institutions named therein, Israel Discount Bank of New York and Bank Leumi USA (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 20, 2007, SEC File No. 001-32567). | ||
10 | .17 | Waiver, Consent, Partial Release and Fourth Amendment, dated as of July 2, 2008, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.4 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .18 | Fifth Amendment to Amended Revolving Credit Agreement, dated as of July 31, 2009, by and among Alon USA, LP, Israel Discount Bank of New York, Bank Leumi USA and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.3 to Form 10-Q, filed by the Company on August 6, 2009, SEC File No. 001-32567). | ||
10 | .19 | Credit Agreement, dated as of July 30, 2008, among Alon USA Energy, Inc., the financial institutions from time to time a party thereto, Israel Discount Bank and Bank Leumi USA (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 1, 2008, SEC File No. 001-32567). | ||
10 | .20 | Amended and Restated Credit Agreement, dated as of June 29, 2007, among Southwest Convenience Stores, LLC, the lenders party thereto and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 2, 2007, SEC File No. 001-32567). | ||
10 | .21 | Credit Agreement, dated as of June 22, 2006, among Alon USA Energy, Inc., the lenders party thereto and Credit Suisse (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on June 26, 2006, SEC File No. 001-32567). | ||
10 | .22 | Amendment No. 1 to the Credit Agreement, dated as of February 28, 2007, by and among Alon USA Energy, Inc., the lenders party thereto and Credit Suisse (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567). | ||
10 | .23 | Second Amended and Restated Credit Agreement, dated as of February 28, 2007, among Paramount Petroleum Corporation, Bank of America, N.A. and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 5, 2007, SEC File No. 001-32567). | ||
10 | .24 | First Amendment to Second Amended and Restated Credit Agreement, dated as of March 30, 2007, among Paramount Petroleum Corporation, Bank of America, N.A. and certain other guarantor companies and financial institutions from time to time named therein (incorporated by reference to Exhibit 10.37 to Form 10-K, filed by the Company on March 11, 2008, SEC File No. 001-32567). | ||
10 | .25 | Term Loan Agreement, dated as of July 3, 2008, by and among Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Credit Suisse, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .26 | First Amendment Agreement, dated as of April 9, 2009, by and among Alon Refining Louisiana, Inc., Alon Krotz Springs, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as successor to Credit Suisse, Cayman Islands Branch, as agent (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on August 6, 2009, SEC File No. 001-32567). |
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Exhibit Title
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10 | .27 | Loan and Security Agreement, dated as of July 3, 2008, by and among Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .28 | First Amendment to Loan and Security Agreement, dated as of December 18, 2008, by and among Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., the lenders party thereto and Bank of America, N.A. (incorporated by reference to Exhibit 10.28 to Form 10-K, filed by the Company on April 10, 2009, SEC File No. 001-32567). | ||
10 | .29 | Second Amendment to Loan and Security Agreement, dated as of April 9, 2009, by and among Alon Refining Louisiana, Inc., Alon Krotz Springs, Inc., the lenders party thereto and Bank of America, N.A., as agent (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on April 27, 2009, SEC File No. 001-32567). | ||
10 | .30 | Amended and Restated Loan and Security Agreement, dated as of October 22, 2009 (as amended, supplemented or otherwise modified from time to time), among Alon Refining Louisiana, Inc., Alon Refining Krotz Springs, Inc., each other party joined as a borrower thereunder from time to time, the Lenders party thereto, and Bank of America, N.A., as Agent (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on October 23, 2009, SEC File No. 001-32567). | ||
10 | .31 | Purchase Agreement dated October 13, 2009, between Alon Refining Krotz Springs, Inc. and Jefferies & Co. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on October 19, 2009, SEC File No. 001-32567). | ||
10 | .32 | Management and Consulting Agreement, dated as of August 1, 2003, among Alon USA, Inc., Alon Israel Oil Company, Ltd. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.21 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .33 | Amendment, dated as of June 17, 2005, to the Management and Consulting Agreement, dated as of August 1, 2003, among Alon USA, Inc., Alon Israel Oil Company, Ltd. and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.21.1 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .34 | Executive Employment Agreement, dated as of July 31, 2000, between Jeff D. Morris and Alon USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement, dated May 1, 2005 (incorporated by reference to Exhibit 10.23 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .35 | Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon USA GP, LLC (incorporated by reference to Exhibit 10.9 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .36 | Executive Employment Agreement, dated as of July 31, 2000, between Claire A. Hart and Alon USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement, dated May 1, 2005 (incorporated by reference to Exhibit 10.24 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .37 | Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Claire A. Hart and Alon USA GP, LLC (incorporated by reference to Exhibit 10.10 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .38 | Executive Employment Agreement, dated as of February 5, 2001, between Joseph A. Concienne, III and Alon USA GP, Inc., as amended by the Amendment to Executive/Management Employment Agreement, dated May 1, 2005 (incorporated by reference to Exhibit 10.25 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .39 | Second Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Joseph A. Concienne, III and Alon USA GP, LLC. (incorporated by reference to Exhibit 10.11 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .40 | Amended and Restated Management Employment Agreement, dated as of August 9, 2006, between Harlin R. Dean and Alon USA GP, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 10, 2006, SEC File No. 001-32567). | ||
10 | .41 | Amendment to Amended and Restated Management Employment Agreement, dated as of November 4, 2008, between Harlin R. Dean and Alon USA GP, LLC (incorporated by reference to Exhibit 10.12 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). |
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10 | .42 | Management Employment Agreement, dated as of September 1, 2000, between Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.33 to Form 10-K, filed by the Company on March 15, 2006, SEC File No. 001-32567). | ||
10 | .43 | Amendment to Executive/Management Employment Agreement, dated as of May 1, 2005 between Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.34 to Form 10-K, filed by the Company on March 15, 2006, SEC File No. 001-32567). | ||
10 | .44 | Second Amendment to Executive/Management Employment Agreement, dated as of November 4, 2008, between Yosef Israel and Alon USA GP, LLC (incorporated by reference to Exhibit 10.13 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .45 | Executive Employment Agreement, dated as of August 1, 2003, between Shai Even and Alon USA GP, LLC (incorporated by reference to Exhibit 10.49 to Form 10-K, filed by the Company on March 15, 2007, SEC File No. 001-32567). | ||
10 | .46 | Amendment to Executive Employment Agreement, dated as of November 4, 2008, between Shai Even and Alon USA GP, LLC. (incorporated by reference to Exhibit 10.14 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .47 | Agreement of Principles of Employment, dated as of July 6, 2005, between David Wiessman and Alon USA Energy, Inc. (incorporated by reference to Exhibit 10.50 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797). | ||
10 | .48 | Management Employment Agreement, dated as of October 30, 2008, between Michael Oster and Alon USA GP, LLC (incorporated by reference to Exhibit 10.71 to Form 10-K, filed by the Company on April 10, 2009, SEC File No. 001-32567). | ||
10 | .49 | Annual Cash Bonus Plan (incorporated by reference to Exhibit 10.27 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .50 | Description of 10% Bonus Plan (incorporated by reference to Exhibit 10.28 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .51 | Description of Annual Bonus Plans (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on May 6, 2008, SEC File No. 001-32567). | ||
10 | .52 | Change of Control Incentive Bonus Program (incorporated by reference to Exhibit 10.29 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .53 | Description of Director Compensation (incorporated by reference to Exhibit 10.30 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .54 | Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.31 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .55 | Form of Officer Indemnification Agreement (incorporated by reference to Exhibit 10.32 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .56 | Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.33 to Form S-1, filed by the Company on May 11, 2005, SEC File No. 333-124797). | ||
10 | .57 | Alon Assets, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.36 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .58 | Alon USA Operating, Inc. 2000 Stock Option Plan (incorporated by reference to Exhibit 10.37 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .59 | Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.38 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .60 | Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon Assets, Inc. (incorporated by reference to Exhibit 10.15 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .61 | Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Jeff D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.39 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). |
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10 | .62 | Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff D. Morris, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.40 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .63 | Second Amendment to Incentive Stock Option Agreement, dated as of November 4, 2008, between Jeff D. Morris and Alon USA Operating, Inc. (incorporated by reference to Exhibit 10.16 to Form 10-Q, filed by the Company on November 7, 2008, SEC File No. 001-32567). | ||
10 | .64 | Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Jeff D. Morris, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.41 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .65 | Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Claire A. Hart, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 and July 25, 2002 (incorporated by reference to Exhibit 10.42 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .66 | Shareholder Agreement, dated as of July 31, 2000, between Alon Assets, Inc. and Claire A. Hart, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.43 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .67 | Incentive Stock Option Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Claire A. Hart, as amended by the Amendment to the Incentive Stock Option Agreement, dated June 30, 2002 and July 25, 2002 (incorporated by reference to Exhibit 10.44 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .68 | Shareholder Agreement, dated as of July 31, 2000, between Alon USA Operating, Inc. and Claire A. Hart, as amended by the Amendment to the Shareholder Agreement, dated June 30, 2002 (incorporated by reference to Exhibit 10.45 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .69 | Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon Assets, Inc. and Joseph A. Concienne, III, as amended by the Amendment to the Incentive Stock Option Agreement, dated July 25, 2002 (incorporated by reference to Exhibit 10.46 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .70 | Shareholder Agreement, dated as of February 5, 2001, between Alon Assets, Inc. and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.47 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .71 | Incentive Stock Option Agreement, dated as of February 5, 2001, between Alon USA Operating, Inc. and Joseph A. Concienne, III, as amended by the Amendment to the Incentive Stock Option Agreement, dated July 25, 2002 (incorporated by reference to Exhibit 10.48 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .72 | Shareholder Agreement, dated as of February 5, 2001, between Alon USA Operating, Inc. and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.49 to Form S-1/A, filed by the Company on June 17, 2005, SEC File No. 333-124797). | ||
10 | .73 | Agreement, dated as of July 6, 2005, among Alon USA Energy, Inc., Alon USA, Inc., Alon USA Capital, Inc., Alon USA Operating, Inc., Alon Assets, Inc., Jeff D. Morris, Claire A. Hart and Joseph A. Concienne, III (incorporated by reference to Exhibit 10.52 to Form S-1/A, filed by the Company on July 7, 2005, SEC File No. 333-124797). | ||
10 | .74 | Alon USA Energy, Inc. 2005 Incentive Compensation Plan, as amended on November 7, 2005 (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on November 8, 2005, SEC File No. 001-32567). | ||
10 | .75 | Form of Restricted Stock Award Agreement relating to Director Grants pursuant to Section 12 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 5, 2005, SEC File No. 001-32567). | ||
10 | .76 | Form of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on August 23, 2005, SEC File No. 001-32567). |
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10 | .77 | Form II of Restricted Stock Award Agreement relating to Participant Grants pursuant to Section 8 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to Form 8-K, filed by the Company on November 8, 2005, SEC File No. 001-32567). | ||
10 | .78 | Form of Appreciation Rights Award Agreement relating to Participant Grants pursuant to Section 7 of the Alon USA Energy, Inc. 2005 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 12, 2007, SEC File No. 001-32567). | ||
10 | .79 | Purchase and Sale Agreements, dated as of February 13, 2006, between Alon Petroleum Pipe Line, LP and Sunoco Pipelines, LP, (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on February 13, 2006, SEC File No. 001-32567). | ||
10 | .80 | Stock Purchase Agreement, dated as of April 28, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy, III and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 2, 2006, SEC File No. 001-32567). | ||
10 | .81 | First Amendment to Stock Purchase Agreement, dated as of June 30, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III and Mark R. Milano (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 14, 2006, SEC File No. 001-32567). | ||
10 | .82 | Second Amendment to Stock Purchase Agreement, dated as of July 31, 2006, among Alon USA Energy, Inc., The Craig C. Barto and Gisele M. Barto Living Trust, Dated April 5, 1991, The Jerrel C. Barto and Janice D. Barto Living Trust, Dated March 18, 1991, W. Scott Lovejoy III and Mark R. Milano (incorporated by reference to Exhibit 10.2 to Form 10-Q, filed by the Company on November 14, 2006, SEC File No. 001-32567). | ||
10 | .83 | Agreement and Plan of Merger, dated as of April 28, 2006, among Alon USA Energy, Inc., Apex Oil Company, Inc., Edgington Oil Company, and EOC Acquisition, LLC (incorporated by reference to Exhibit 10.2 to Form 8-K, filed by the Company on May 2, 2006, SEC File No. 001-32567). | ||
10 | .84 | Agreement and Plan of Merger, dated March 2, 2007, by and among Alon USA Energy, Inc., Alon USA Interests, LLC, ALOSKI, LLC, Skinnys, Inc. and the Davis Shareholders (as defined therein) (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on March 6, 2007, SEC File No. 001-32567). | ||
10 | .85 | Stock Purchase Agreement, dated May 7, 2008, between Valero Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on May 13, 2008, SEC File No. 001-32567). | ||
10 | .86 | First Amendment to Stock Purchase Agreement, dated as of July 3, 2008, by and among Valero Refining and Marketing Company, Alon Refining Krotz Springs, Inc. and Valero Refining Company-Louisiana (incorporated by reference to Exhibit 10.1 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .87 | Series A Preferred Stock Purchase Agreement, dated as of July 3, 2008, by and between Alon Refining Louisiana, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.5 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .88 | Stockholders Agreement, dated as of July 3, 2008, by and among Alon USA Energy, Inc., Alon Refining Louisiana, Inc., Alon Louisiana Holdings, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.6 to Form 8-K, filed by the Company on July 10, 2008, SEC File No. 001-32567). | ||
10 | .89 | Amended and Restated Stockholders Agreement dated as of March 31, 2009, by and among Alon USA Energy, Inc., Alon Refining Louisiana, Inc., Alon Louisiana Holdings, Inc. and Alon Israel Oil Company, Ltd. (incorporated by reference to Exhibit 10.88 to Form 10-K, filed by the Company on April 10, 2009, SEC File No. 001-32567). | ||
10 | .90 | Offtake Agreement, dated as of July 3, 2008, by and between Valero Marketing and Supply Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.9 to Form 10-Q, filed by the Company on August 8, 2008, SEC File No. 001-32567). |
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10 | .91 | Earnout Agreement, dated as of July 3, 2008, by and between Valero Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.10 to Form 10-Q, filed by the Company on August 8, 2008, SEC File No. 001-32567). | ||
10 | .92 | First Amendment to Earnout Agreement, dated as of August 27, 2009, by and between Valero Refining and Marketing Company and Alon Refining Krotz Springs, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q, filed by the Company on November 6, 2009, SEC File No. 001-32567). | ||
21 | .1 | Subsidiaries of Alon USA Energy, Inc. | ||
23 | .1 | Consent of KPMG LLP. | ||
23 | .2 | Consent of Harlin R. Dean, Jr. (included in Exhibit 5.1). | ||
24 | .1 | Power of Attorney. |
| Filed under confidential treatment request. |