NYSE Establishes Review Date for Huntway Delisting Appeal; Date Set for Special Stockholder Meeting to Vote on Approval of Merger Agreement With Valero Energy Corporation

Apr 23, 2001, 01:00 ET from Huntway Refining Company

    NEWHALL, Calif., April 23 /PRNewswire Interactive News Release/ -- Huntway
 Refining Company (NYSE:   HWY) announced today that it has timely filed a
 request for review of the decision of the New York Stock Exchange (NYSE) to
 delist the common stock of the company.  The NYSE has informed Huntway that a
 Committee of the Board of Directors of the NYSE will hear such request for
 review on June 6, 2001.  Huntway expects that the closing of the pending
 merger with Valero Energy Corporation (NYSE:   VLO) which Huntway announced on
 March 20, 2001, will occur before the anticipated June 6, 2001 NYSE review
 date.  As previously announced, Huntway anticipates that its common stock will
 continue to be listed on the NYSE until this review date.
     Huntway Refining Company also today announced that it will commence the
 mailing of proxy materials on or about April 24, 2001 to its stockholders in
 connection with a Special Meeting of Stockholders that has been called to
 consider and vote upon a proposal to approve the Agreement and Plan of Merger
 with Valero Energy Corporation.  The Agreement and Plan of Merger provides
 that the stockholders of Huntway will be entitled to receive in the merger
 $1.90 in cash without interest for each share of Huntway common stock owned by
 them.  The Special Meeting of Stockholders will be held on Wednesday, May 30,
 2001 at 10:00 a.m. California time at the principal executive offices of
 Huntway located at 25129 The Old Road, Suite 322, Newhall, California 91381.
 Huntway stockholders of record as of April 16, 2001 will be entitled to notice
 of and to vote at the special meeting.
     Additional copies of the proxy statement are available to stockholders by
 calling Corporate Investor Communications, Inc. at (888) 369-0004.
 
     Huntway Refining Company owns and operates two refineries at Wilmington
 and Benicia, which primarily process California crude oil to produce liquid
 asphalt for use in road construction and repair, primarily in California and
 Nevada, as well as smaller amounts of gas oil, naphtha, kerosene distillate
 and bunker fuels.
 
     This press release contains certain forward-looking statements within the
 meaning of Section 27A of the Securities Act of 1933, as amended, and Section
 21E of the Securities Exchange Act of 1934, as amended, and Huntway intends
 that such forward-looking statements be subject to the safe harbors created
 thereby.  The timing of the closing of the Valero transaction and the
 occurrence of the closing of the Valero transaction are forward-looking
 statements. Such forward-looking statements involve risks and uncertainties
 and include, but are not limited to, such statements regarding future events
 and the plans, goals and objectives of the Company.  For example, our
 statement that the closing of the pending merger with Valero is expected to be
 consummated prior to the NYSE review date is a forward-looking statement.
 Factors that could cause or contribute to such differences include but are not
 limited to whether the conditions to the closing of the Valero transaction
 contained in the merger agreement can be satisfied and when they can be
 satisfied; all such conditions with a few limited exceptions are not in the
 control of Huntway.  Our merger agreement is on file with the SEC and we urge
 you to carefully review the conditions to closing contained therein.  Actual
 results or events may differ materially from any forward-looking statements.
 The inclusion of such forward-looking information should not be regarded as a
 representation by the Company or any other person that the future events,
 plans or expectations contemplated by the Company will be achieved.  These
 statements are based on our views as of the date they are made with respect to
 future results or events.  The Company does not undertake to publicly update
 or revise its forward-looking statements even if experience or future changes
 make it clear that any projected results or events expressed or implied
 therein will not be realized.  In addition, the merger agreement signed with
 Valero provides Valero under certain circumstances (including if the closing
 of the transaction has not occurred on or prior to July 31, 2001) the ability
 to terminate such agreement.  This press release should not be interpreted to
 imply that Huntway will in fact be successful in its appeal with the NYSE.
 
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SOURCE Huntway Refining Company
    NEWHALL, Calif., April 23 /PRNewswire Interactive News Release/ -- Huntway
 Refining Company (NYSE:   HWY) announced today that it has timely filed a
 request for review of the decision of the New York Stock Exchange (NYSE) to
 delist the common stock of the company.  The NYSE has informed Huntway that a
 Committee of the Board of Directors of the NYSE will hear such request for
 review on June 6, 2001.  Huntway expects that the closing of the pending
 merger with Valero Energy Corporation (NYSE:   VLO) which Huntway announced on
 March 20, 2001, will occur before the anticipated June 6, 2001 NYSE review
 date.  As previously announced, Huntway anticipates that its common stock will
 continue to be listed on the NYSE until this review date.
     Huntway Refining Company also today announced that it will commence the
 mailing of proxy materials on or about April 24, 2001 to its stockholders in
 connection with a Special Meeting of Stockholders that has been called to
 consider and vote upon a proposal to approve the Agreement and Plan of Merger
 with Valero Energy Corporation.  The Agreement and Plan of Merger provides
 that the stockholders of Huntway will be entitled to receive in the merger
 $1.90 in cash without interest for each share of Huntway common stock owned by
 them.  The Special Meeting of Stockholders will be held on Wednesday, May 30,
 2001 at 10:00 a.m. California time at the principal executive offices of
 Huntway located at 25129 The Old Road, Suite 322, Newhall, California 91381.
 Huntway stockholders of record as of April 16, 2001 will be entitled to notice
 of and to vote at the special meeting.
     Additional copies of the proxy statement are available to stockholders by
 calling Corporate Investor Communications, Inc. at (888) 369-0004.
 
     Huntway Refining Company owns and operates two refineries at Wilmington
 and Benicia, which primarily process California crude oil to produce liquid
 asphalt for use in road construction and repair, primarily in California and
 Nevada, as well as smaller amounts of gas oil, naphtha, kerosene distillate
 and bunker fuels.
 
     This press release contains certain forward-looking statements within the
 meaning of Section 27A of the Securities Act of 1933, as amended, and Section
 21E of the Securities Exchange Act of 1934, as amended, and Huntway intends
 that such forward-looking statements be subject to the safe harbors created
 thereby.  The timing of the closing of the Valero transaction and the
 occurrence of the closing of the Valero transaction are forward-looking
 statements. Such forward-looking statements involve risks and uncertainties
 and include, but are not limited to, such statements regarding future events
 and the plans, goals and objectives of the Company.  For example, our
 statement that the closing of the pending merger with Valero is expected to be
 consummated prior to the NYSE review date is a forward-looking statement.
 Factors that could cause or contribute to such differences include but are not
 limited to whether the conditions to the closing of the Valero transaction
 contained in the merger agreement can be satisfied and when they can be
 satisfied; all such conditions with a few limited exceptions are not in the
 control of Huntway.  Our merger agreement is on file with the SEC and we urge
 you to carefully review the conditions to closing contained therein.  Actual
 results or events may differ materially from any forward-looking statements.
 The inclusion of such forward-looking information should not be regarded as a
 representation by the Company or any other person that the future events,
 plans or expectations contemplated by the Company will be achieved.  These
 statements are based on our views as of the date they are made with respect to
 future results or events.  The Company does not undertake to publicly update
 or revise its forward-looking statements even if experience or future changes
 make it clear that any projected results or events expressed or implied
 therein will not be realized.  In addition, the merger agreement signed with
 Valero provides Valero under certain circumstances (including if the closing
 of the transaction has not occurred on or prior to July 31, 2001) the ability
 to terminate such agreement.  This press release should not be interpreted to
 imply that Huntway will in fact be successful in its appeal with the NYSE.
 
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                http://tbutton.prnewswire.com/prn/11690X27437168
 
 SOURCE  Huntway Refining Company