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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 2000
REGISTRATION NOS. 333-
333- -01
333- -02
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VALERO ENERGY CORPORATION
VEC TRUST I
VEC TRUST II
(Exact name of each registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 74-1828067
DELAWARE 74-6488423
DELAWARE 74-6488424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Nos.)
JAY D. BROWNING, ESQ.
SECRETARY
ONE VALERO PLACE ONE VALERO PLACE
SAN ANTONIO, TEXAS 78212 SAN ANTONIO, TEXAS 78212
(210) 370-2000 (210) 370-2000
(Address, including zip code and (Name, address, including zip code and
telephone number, including area code, of telephone number, including area code, of
each agent for
registrant's principal executive office) service for each registrant)
</TABLE>
Copy to:
R. JOEL SWANSON, ESQ.
BAKER BOTTS L.L.P.
910 LOUISIANA
ONE SHELL PLAZA
HOUSTON, TEXAS 77002-4995
(713) 229-1234
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, as amended (the "Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
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. [ ]
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 number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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(Continued on next page)
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(Continued from previous page)
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PRICE(1),(2),(3) REGISTRATION FEE
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<S> <C> <C>
Senior Debt Securities and Subordinated Debt Securities of
Valero Energy Corporation.................................
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Common Stock ($.01 par value) of Valero Energy Corporation
(4).......................................................
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Preferred Stock ($.01 par value) of Valero Energy
Corporation...............................................
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Warrants of Valero Energy Corporation.......................
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Senior Debt (Trust) Securities and Junior Subordinated Debt
(Trust) Securities of Valero Energy Corporation for
issuance directly to VEC Trust I and VEC Trust II.........
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Preferred Securities of VEC Trust I and VEC Trust II........
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Guarantees of Preferred Securities of VEC Trust I and VEC
Trust II by Valero Energy Corporation.....................
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TOTAL............................................. $1,300,000,000 $264,000(5)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o) under the Securities Act and exclusive of accrued
interest, distributions and dividends, if any. The aggregate initial
offering price of all securities issued from time to time pursuant to this
registration statement shall not exceed $1,300,000,000 or the equivalent
thereof in foreign currencies, foreign currency units or composite
currencies. Any securities registered hereunder may be sold separately or as
units with other securities registered hereunder.
(2) There is also being registered hereunder such indeterminate number or amount
of senior and subordinated debt securities, common stock, preferred stock
and warrants of Valero Energy Corporation and preferred securities of VEC
Trust I and VEC Trust II as may from time to time be issued at indeterminate
prices. Senior debt (trust) securities and junior subordinated debt (trust)
securities may be issued and sold to VEC Trust I and VEC Trust II, in which
event such debt securities may later be distributed to the holders of
preferred securities upon a dissolution of VEC Trust I and VEC Trust II and
the distribution of their assets.
(3) Valero Energy Corporation is also registering under this registration
statement all guarantees and other obligations that it may have with respect
to preferred securities that may be issued by VEC Trust I and VEC Trust II.
No separate consideration will be received for the guarantees or any other
such obligations.
(4) Each share of common stock includes one preferred share purchase right. No
separate consideration is payable for the preferred share purchase rights.
The registration fee for these securities is included in the fee for the
common stock.
(5) Pursuant to Rule 429 under the Securities Act, Valero Energy Corporation
hereby transfers an aggregate of $88,500 in filing fees paid in connection
with $300,000,000 aggregate initial offering price of securities that were
registered on the Registration Statement of Valero Energy Corporation on
Form S-3 (Registration No. 333-56599) but have not been sold.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
The registration statement contains two forms of prospectuses to be used in
connection with offerings of the following securities:
(1) Debt securities (consisting of senior debt securities and subordinated
debt securities), common stock, preferred stock and warrants of Valero Energy
Corporation.
(2) Preferred securities of VEC Trust I or VEC Trust II, senior debt
(trust) securities, junior subordinated debt (trust) securities and common stock
of Valero Energy Corporation and the guarantees by Valero Energy Corporation of
preferred securities that may be issued by VEC Trust I and VEC Trust II.
Under the shelf process, we may offer any combination of the securities
described in these two prospectuses in one or more offerings with a total
initial offering price of up to $1,300,000,000.
<PAGE> 4
SUBJECT TO COMPLETION, DATED MARCH 31, 2000
PROSPECTUS
$1,300,000,000
[VALERO ENERGY CORPORATION LOGO]
SENIOR DEBT SECURITIES
SUBORDINATED DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
Valero Energy Corporation
One Valero Place
San Antonio, Texas 78212
(210) 370-2000
<TABLE>
<S> <C>
THE OFFERING
We may offer from time to time
- Senior debt securities
CONSIDER CAREFULLY THE RISK - Subordinated debt securities
FACTORS BEGINNING ON PAGE 6. - Common stock
The information in this - Preferred stock
prospectus is not complete and may be - Warrants
changed. We may not sell these We will provide the specific terms of the securities in
securities until the registration supplements to this prospectus. Our common stock is listed
statement filed with the Securities on the New York Stock Exchange under the symbol "VLO."
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 jurisdiction where
the offer or sale is not permitted.
We will provide the specific
terms of the securities in one or
more supplements to this prospectus.
You should read this prospectus and
the related prospectus supplement
carefully before you invest in our
securities. This prospectus may not
be used to offer and sell our
securities unless accompanied by a
prospectus supplement.
</TABLE>
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000
<PAGE> 5
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus....................................... 3
About Valero Energy Corporation............................. 3
Recent Developments......................................... 3
Forward-Looking Information................................. 4
Use of Proceeds............................................. 5
Ratio of Earnings to Fixed Charges.......................... 5
Description of Debt Securities.............................. 5
Description of Capital Stock................................ 13
Description of Warrants..................................... 17
Plan of Distribution........................................ 18
Legal Matters............................................... 19
Experts..................................................... 19
Where You Can Find More Information......................... 20
Information We Incorporate by Reference..................... 20
</TABLE>
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THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD RELY ONLY ON THE INFORMATION WE
HAVE PROVIDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ADDITIONAL OR
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE ONLY AS
OF THE DATE ON THE FRONT OF THE DOCUMENT AND THAT ANY INFORMATION WE HAVE
INCORPORATED BY REFERENCE IS ACCURATE ONLY AS OF THE DATE OF THE DOCUMENT
INCORPORATED BY REFERENCE.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission using a "shelf" registration process. The
registration statement also includes a prospectus under which VEC Trust I and
VEC Trust II, two of our subsidiaries, may offer from time to time preferred
securities guaranteed by us and we may offer our related senior debt (trust)
securities or junior subordinated debt (trust) securities, which securities may
be convertible into our common stock. Under the shelf process, we may offer any
combination of the securities described in these two prospectuses in one or more
offerings with a total initial offering price of up to $1,300,000,000. This
prospectus provides you with a general description of the senior debt
securities, subordinated debt securities, common stock, preferred stock and
warrants we may offer. Each time we use this prospectus to offer securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may also add, update
or change information contained in this prospectus. Please carefully read this
prospectus and the prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."
Reference in this prospectus to the terms "we," "us," "Valero" or other
similar terms mean Valero Energy Corporation, unless we state otherwise or the
context indicates otherwise.
ABOUT VALERO ENERGY CORPORATION
We are one of the largest independent petroleum refiners and marketers in
the U.S. and the largest on the Gulf Coast. We own and operate five refineries
in Texas, Louisiana and New Jersey with a combined throughput capacity of
approximately 785,000 barrels per day. We principally produce premium,
environmentally clean products such as reformulated gasoline, low-sulfur diesel
and oxygenates and can produce gasoline meeting specifications of the California
Air Resources Board, or CARB gasoline. We also produce a substantial slate of
middle distillates, jet fuel and petrochemicals. Our products are marketed in 31
states and selected export markets.
We were incorporated in Delaware in 1981 under the name Valero Refining and
Marketing Company. Prior to July 31, 1997, we were a wholly owned subsidiary of
a corporation formerly known as Valero Energy Corporation. On July 31, 1997, our
former parent spun us off to its stockholders by distributing all of our common
stock on a share-for-share basis to holders of record of our former parent's
common stock at the close of business on that date. Immediately after this
distribution, our former parent, with its remaining natural gas related services
business, merged with a wholly owned subsidiary of PG&E Corporation and changed
its name to PG&E Gas Transmission, Texas Corporation. In connection with the
restructuring, we changed our name from Valero Refining and Marketing Company to
Valero Energy Corporation and we registered our stock with the SEC and listed
for trading on the New York Stock Exchange under the symbol "VLO."
We have our principal executive offices at One Valero Place, San Antonio,
Texas, 78212, and our telephone number is (210) 370-2000.
RECENT DEVELOPMENTS
On March 2, 2000, we announced our purchase of ExxonMobil Corporation's
160,000 barrel-per-day refinery in Benicia, California and all its Exxon-branded
California retail assets for approximately $895 million plus an amount for
inventories which will be based on market-related prices at closing. We
anticipate that the purchase will be funded through our existing credit
facilities, privately or publicly placed debt and equity securities and
structured lease financing. The purchase is expected to close by June 2000,
subject to regulatory requirements.
After acquiring the Benicia refinery, we will own and operate six
refineries in the Gulf Coast, Northeast and West Coast regions of the country
with total throughput capacity of approximately 945,000 barrels per day and
market retail petroleum products in California.
3
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FORWARD-LOOKING INFORMATION
This prospectus, including the information we incorporate by reference,
contains statements that are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. You can identify our
forward-looking statements by the words "anticipate," "believe," "expect,"
"plan," "intend," "estimate," "project," "budget," "forecast," "will," "could,"
"should," "may" and similar expressions. We have based our forward-looking
statements on our management's beliefs and assumptions derived from information
available to our management at the time the statements are made. Differences
between actual results and any future performance suggested in our
forward-looking statements or projections could result from a variety of
factors, including the following:
- unforeseen complications arising in connection with the closing of our
purchase of the Benicia refinery and retail assets from ExxonMobil
- inability to renew or satisfactorily replace our feedstock arrangements
- the pricing and availability of refinery feedstocks and refined products
- write-downs of inventories caused by a material decline in petroleum
prices
- accidents or other unscheduled shutdowns affecting our pipelines, plants,
machinery or equipment, or those of our suppliers or customers
- excess industry capacity
- competition from products and services offered by other energy
enterprises
- changes in the cost or availability of transportation for feedstocks and
refined products
- inability to implement planned capital projects and realize the various
assumptions and benefits projected for such projects
- the introduction or enactment of federal or state legislation
- any changes in state and federal environmental, economic, safety and
other policies and regulations
- changes in the economies of the U.S. and other countries, which can
affect the demand for refined products
- irregular weather, which can unforeseeably affect the price or
availability of feedstocks and refined products
- rulings, judgments, or settlements in litigation or other legal matters,
including unexpected environmental remediation costs in excess of any
reserves
- changes in the credit ratings assigned to Valero's debt securities and
trade credit
We caution you that any one of these factors, or a combination of these
factors, could materially affect our future results of operations and whether
the forward-looking statements ultimately prove to be accurate. These
forward-looking statements are not guarantees of our future performance, and our
actual results and future performance may differ materially from those suggested
in the forward-looking statements. When considering these forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus, any prospectus supplement and the documents we
have incorporated by reference. We will not update these statements unless the
securities laws require us to do so.
4
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USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we expect to
use the net proceeds from the sale of securities for general corporate purposes.
These purposes may include, but are not limited to:
- equity investments in existing and future projects
- acquisitions
- working capital
- capital expenditures
- repayment or refinancing of debt or other corporate obligations
- repurchases and redemptions of securities
Pending any specific application, we may initially invest funds in short-term
marketable securities or apply them to the reduction of short-term indebtedness.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------
1999 1998 1997 1996 1995
----- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............... 1.23x -- 4.08x 1.74x 2.61x
</TABLE>
We have computed the ratios of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, earnings consist of consolidated
income from continuing operations before income taxes and fixed charges
(excluding capitalized interest), with certain other adjustments. Fixed charges
consist of total interest, whether expensed or capitalized, including
amortization of debt expense and premiums or discounts related to outstanding
indebtedness, and one-third (the proportion deemed representative of the
interest factor) of rental expense. For the year ended December 31, 1998, our
earnings were insufficient to cover fixed charges by $80.6 million. This
deficiency was due primarily to a $170.9 million pre-tax charge to earnings to
write down the carrying amount of our refinery inventories to market value.
Excluding the effect of the inventory write-down, the ratio of earnings to fixed
charges would have been 2.68x.
Prior to our spinoff from our former parent on July 31, 1997, our parent
had preferred stock outstanding which was issued in connection with the
discontinued natural gas related services business. We had no preferred stock
outstanding with respect to continuing operations for any period presented. As a
result, the ratio of earnings to combined fixed charges and preferred stock
dividends for each of the periods is the same as the ratio of earnings to fixed
charges.
DESCRIPTION OF THE DEBT SECURITIES
The debt securities covered by this prospectus will be our general
unsecured obligations. We will issue senior debt securities under an indenture
dated as of December 12, 1997 between us and The Bank of New York, a New York
banking corporation, as trustee. We will issue subordinated debt securities
under an indenture between us and The Bank of New York, as indenture trustee.
The indenture for the senior debt securities and the indenture for the
subordinated debt securities will be substantially identical, except for the
provisions relating to subordination and restrictive covenants. We sometimes
refer to the senior indenture and the subordinated indenture as the
"indentures."
We have summarized selected provisions of the indentures and the debt
securities below. This summary is not complete. We have filed the senior
indenture and the form of subordinated indenture with the SEC as exhibits to the
registration statement, and you should read the indentures for provisions that
5
<PAGE> 9
may be important to you before investing in these securities. Please read "Where
You Can Find More Information."
RANKING
The senior debt securities will constitute senior debt and will rank
equally with all of our unsecured and unsubordinated debt. The subordinated debt
securities will be subordinated to, and thus have a junior position to, the
senior debt securities and all of our other senior debt. Neither indenture
limits the amount of debt securities that can be issued under that indenture or
the amount of other indebtedness or securities that we may issue. We may issue
debt securities under either indenture from time to time in one or more series,
each in an amount we authorize prior to issuance. The trustee will authenticate
and deliver debt securities executed and delivered to it by us as set forth in
the applicable indenture.
RISK FACTORS RELATING TO VALERO'S DEBT SECURITIES
VALERO IS A HOLDING COMPANY AND DEPENDS ON ITS SUBSIDIARIES FOR FUNDS.
Valero is organized as a holding company that owns subsidiary companies.
Its subsidiary companies conduct substantially all of its business. The holding
company structure results in two principal risks:
- Valero's subsidiaries may be restricted by contractual provisions or
applicable laws from providing it the cash that it needs to pay parent
company debt service obligations, including payments on the debt
securities
- In any liquidation, reorganization or insolvency proceeding involving
Valero, your claim as a holder of the debt securities will be effectively
junior to the claims of holders of any indebtedness or preferred stock of
our subsidiaries
THE INDENTURES DO NOT SIGNIFICANTLY LIMIT VALERO'S ABILITY TO ISSUE MORE
DEBT.
The indentures relating to the debt securities do not limit or restrict the
amount of other indebtedness or securities that may be issued by Valero or its
subsidiaries.
TERMS
The prospectus supplement relating to any series of debt securities we are
offering will include specific terms relating to that offering. These terms will
include some or all of the following:
- whether the debt securities are senior or subordinated debt securities
- the title of the debt securities
- any limit on the total principal amount of the debt securities
- the date or dates on which the principal of the debt securities will be
payable
- any interest rate, or the method of determining the interest rate, on the
debt securities, the date from which interest will accrue, interest
payment dates and record dates
- if other than as set forth in this prospectus, the place or places where
payments on the debt securities will be payable
- any optional redemption provisions
- any sinking fund or other provisions that would obligate us to redeem or
purchase the debt securities
- any provisions for the remarketing of the debt securities
- any changes or additions to the events of default or covenants
6
<PAGE> 10
- whether we will issue the debt securities in individual certificates to
each holder in registered or bearer form, or in the form of temporary or
permanent global securities held by a depositary on behalf of holders
- the denominations in which we will issue the debt securities, if other
than denominations of an integral multiple of $1,000
- the terms of any right to convert debt securities into shares of our
common stock or other securities or property
- whether payments on the debt securities will be payable in foreign
currency or currency units (including composite currencies) or another
form
- any provisions that would determine the amount of principal, premium, if
any, or interest, if any, on the debt securities by references to an
index or pursuant to a formula
- the portion of the principal amount of the debt securities that will be
payable if the maturity is accelerated, if other than the entire
principal amount
- any other terms of the debt securities not inconsistent with the relevant
indentures
We may sell the debt securities at a discount, which may be substantial,
below their stated principal amount. These debt securities may bear no interest
or interest at a rate that at the time of issuance is below market rates. We
will describe in the prospectus supplement any material United States federal
income tax consequences applicable to those securities.
If we sell any of the debt securities for any foreign currency or currency
unit or if payments on the debt securities are payable in any foreign currency
or currency unit, we will describe in the prospectus supplement the
restrictions, elections, tax consequences, specific terms and other information
relating to those debt securities and the foreign currency or currency unit.
CONSOLIDATION, MERGER AND SALES
Valero has agreed that we will consolidate with or merge into any entity or
transfer or dispose of all or substantially all of our assets to any entity only
if:
- Valero is the continuing corporation, or
- if Valero is not the continuing corporation, the successor is organized
and existing under the laws of any United States jurisdiction and assumes
all of Valero's obligations under the indenture and the debt securities,
and
- in either case, immediately after giving effect to the transaction, no
default or event of default would occur and be continuing
EVENTS OF DEFAULT
Unless we inform you otherwise in the prospectus supplement, the following
are events of default under the indentures with respect to a series of debt
securities:
- our failure to pay interest on any debt security of that series for 30
days
- our failure to pay principal of or any premium on any debt security of
that series when due
- our failure to make any sinking fund payment for any debt security of
that series when due
- our failure to perform any of our other covenants or breach of any of our
other warranties in that indenture, other than a covenant or warranty
included in the indenture solely for the benefit of another series of
debt securities, continued for 60 days after written notice is given or
received as provided in the indentures
7
<PAGE> 11
- certain bankruptcy, insolvency or reorganization events involving Valero
Energy Corporation
- our failure to pay at final maturity, after the expiration of any
applicable grace periods, or upon the declaration of acceleration of
payment of, any of our indebtedness for borrowed money in excess of $25
million, if such indebtedness is not discharged, or such acceleration is
not annulled, within 10 days after written notice is given as provided in
the indentures
- any other event of default we may provide for that series
If an event of default for any series of debt securities occurs and is
continuing, the trustee or the holders of at least 25% in principal amount of
the outstanding debt securities of the series affected by the default may
declare the principal amount of all the debt securities of that series to be due
and payable immediately. The holders of a majority in principal amount of the
outstanding debt securities of that series may in some cases rescind and annul
that acceleration.
In most cases, the trustee will be under no obligation to exercise any of
its rights or powers under the indentures at the request or direction of any of
the holders, unless the holders have offered to the trustee reasonable
indemnity. Subject to this provision for indemnification, the holders of a
majority in aggregate principal amount of the outstanding debt securities of any
series may direct the time, method and place of:
- conducting any proceeding for any remedy available to the trustee
- exercising any trust or power conferred on the trustee, with respect to
the debt securities of that series
Each indenture requires us to furnish to the trustee annually a statement
as to our performance of certain of our obligations under the indenture and as
to any default in performance.
MODIFICATION AND WAIVER
We may modify or amend each of the indentures without the consent of any
holders of the debt securities in certain circumstances, including to:
- evidence the assumption of our obligations under the indenture and the
debt securities by a successor
- add further covenants for the protection of the holders
- cure any ambiguity or correct any inconsistency in the indenture, so long
as such action will not adversely affect the interests of the holders
- establish the form or terms of debt securities of any series
- evidence the acceptance of appointment by a successor trustee
We may modify or amend each indenture with the consent of the holders of a
majority in principal amount of the outstanding debt securities of each series
issued under the indenture affected by the modification or amendment. Without
the consent of the holder of each outstanding debt security affected, however,
no modification may:
- change the stated maturity of the principal of or any installment of
interest on any debt security
- reduce the principal amount of, the interest on or the premium payable on
any debt security
- reduce the amount of principal of discounted debt securities payable upon
acceleration of maturity
- change the place of payment or the currency in which any debt security is
payable
- impair the right to institute suit for the enforcement of any payment on
any debt security
- reduce quorum or voting rights
8
<PAGE> 12
The holders of a majority in aggregate principal amount of the outstanding
debt securities of each series may waive past defaults by us under the
indentures with respect to the debt securities of that series only. Those
holders may not, however, waive any default in any payment on any debt security
of that series or compliance with a provision that cannot be modified or amended
without the consent of each holder affected.
DISCHARGE
We will be discharged from all obligations of any series of debt
securities, except for certain surviving obligations to register the transfer or
exchange of the debt securities and any right to receive additional amounts
under the indentures if:
- all debt securities previously authenticated and delivered under the
relevant indenture have been delivered to the trustee for cancellation or
- all debt securities of any series have become due and payable or will
become due and payable within one year at maturity or by redemption and
we deposit with the trustee, in trust, sufficient money to pay the entire
indebtedness of all the debt securities of any series on the dates the
payments are due in accordance with the terms of the debt securities
To exercise the right of deposit described above, we must deliver to the
trustee an opinion of counsel and an officers' certificate stating that all
conditions precedent to the satisfaction and discharge of the relevant indenture
have been complied with.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
Unless we inform you otherwise in the prospectus supplement, we will issue
the debt securities only in fully registered form, without coupons, in
denominations of $1,000 and integral multiples.
Debt securities will be exchangeable for other debt securities of the same
series, the same total principal amount and the same terms in such authorized
denominations as may be requested. Holders may present debt securities for
registration of transfer at the office of the security registrar or any transfer
agent we designate. The security registrar or transfer agent will effect the
transfer or exchange when it is satisfied with the documents of title and
identity of the person making the request. We will not charge a service charge
for any transfer or exchange of the debt securities. We may, however, require
payment of any tax or other governmental charge payable for the registration of
the transfer or exchange.
We will appoint the trustee under each indenture as security registrar for
the debt securities issued under that indenture. We are required to maintain an
office or agency for transfers and exchanges in each place of payment. We may at
any time designate additional transfer agents for any series of debt securities.
We will not be required:
- to issue, register the transfer of or exchange debt securities of a
series during a period beginning 15 business days prior to the day of
mailing of a notice of redemption of debt securities of that series
selected for redemption and ending on the close of business on the day of
mailing of the relevant notice or
- to register the transfer of or exchange any debt security, or portion of
any debt security, called for redemption, except the unredeemed portion
of any debt security we are redeeming in part
PAYMENT AND PAYING AGENTS
Unless we inform you otherwise in the prospectus supplement, principal and
interest will be payable, and the debt securities will be transferable and
exchangeable, at the office or offices of the applicable trustee or any paying
agent we designate. At our option, we will pay interest on the debt securities
by check mailed to the holder's registered address or by wire transfer for
global debt securities. Unless we inform you otherwise in a prospectus
supplement, we will make interest payments to the persons in whose
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name the debt securities are registered at the close of business on the record
date for each interest payment date.
In most cases, the trustee and paying agent will repay to us upon written
request any funds held by them for payments on the debt securities that remain
unclaimed for two years after the date upon which that payment has become due.
After payment to us, holders entitled to the money must look to us for payment.
BOOK-ENTRY AND SETTLEMENT
Valero may issue the debt securities of a series in the form of one or more
global debt securities that would be deposited with a depositary or its nominee
identified in the prospectus supplement. The prospectus supplement will
describe:
- any circumstances under which beneficial owners may exchange their
interests in a global debt security for certificated debt securities of
the same series with the same total principal amount and the same terms
- the manner in which Valero will pay principal of and any premium and
interest on a global debt security
- the terms of any depositary arrangement and the rights and limitations of
owners of beneficial interests in any global debt security
NOTICES
Notices to holders will be given by mail to the addresses of such holders
as they appear in the security register.
GOVERNING LAW
New York law will govern each indenture and the debt securities.
THE TRUSTEE
The Bank of New York is the trustee under the senior indenture, with an
address at Bank of New York, Corporate Trust Office, 101 Barclay Street, Floor
21 West, New York, New York 10286. Pursuant to the senior indenture, The Bank of
New York serves as trustee with regard to approximately $450,000,000 aggregate
principal amount of our senior unsecured notes and receives customary fees for
its services. The Bank of New York also will serve as trustee under the
subordinated indenture, the junior subordinated (trust) indenture and the senior
(trust) indenture. Please read "About This Prospectus."
The holders of a majority in principal amount of the outstanding debt
securities issued under each indenture will have the right to direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the trustee, subject to certain exceptions. If an event of default
occurs and is continuing, the trustee will be required in the exercise of its
powers to use the degree of care and skill of a prudent person in the conduct of
his own affairs. The trustee will be obligated to exercise any of its rights or
powers under the relevant indenture at the request of any holder of debt
securities issued under that indenture only after those holders have offered the
trustee indemnity reasonably satisfactory to it. The trustee may resign at any
time or the holders of a majority in principal amount of the debt securities may
remove it. If the trustee resigns, is removed or becomes incapable of acting as
trustee or if a vacancy occurs in the office of the trustee for any cause, we
will appoint a successor trustee in accordance with the provisions of the
applicable indenture.
If the trustee becomes one of our creditors, it will be subject to
limitations in the indenture on its rights to obtain payment of claims or to
realize on certain property received for any claim, as security or otherwise.
The trustee may engage in other transactions with us. If, however, it acquires
any conflicting interest, it must eliminate that conflict or resign as required
under the indenture.
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SUBORDINATION UNDER THE SUBORDINATED INDENTURE
Under the subordinated indenture, payment of the principal, interest and
any premium on the subordinated debt securities will generally be subordinated
and junior in right of payment to the prior payment in full of all senior debt.
Unless we inform you otherwise in the prospectus supplement, we may not make any
payment of principal of, interest on or any premium on the subordinated debt
securities if:
- we fail to pay the principal, interest, premium or any other amounts on
any senior debt when due or
- we default in performing any other covenant (a "covenant default") in any
senior debt that we have designated if the covenant default allows the
holders of that senior debt to accelerate the maturity of the senior debt
they hold
Unless we inform you otherwise in the prospectus supplement, a covenant
default will prevent us from paying the subordinated debt securities only for up
to 179 days after holders of the senior debt give the trustee for the
subordinated debt securities notice of the covenant default.
The subordination does not affect our obligation, which is absolute and
unconditional, to pay, when due, the principal of and any premium and interest
on the subordinated debt securities. In addition, the subordination does not
prevent the occurrence of any default under the subordinated indenture.
The subordinated indenture will not limit the amount of senior debt that we
may incur. As a result of the subordination of the subordinated debt securities,
if we became insolvent, holders of subordinated debt securities may receive less
on a proportionate basis than other creditors.
Unless we inform you otherwise in the prospectus supplement, "senior debt"
will mean all indebtedness, including guarantees, of Valero, unless the
indebtedness states that it is not senior to the subordinated debt securities or
our other junior debt.
RESTRICTIVE COVENANTS IN THE SENIOR INDENTURE
We have agreed to two principal restrictions on our activities for the
benefit of holders of the senior debt securities. Unless waived or amended, the
restrictive covenants summarized below will apply to a series of debt securities
issued under the senior indenture as long as any of those debt securities is
outstanding, unless the prospectus supplement for the series states otherwise.
We have used in this summary description terms that we have defined below under
"-- Glossary."
Limitations on Liens
We have agreed that when any senior debt securities are outstanding neither
we nor any of our subsidiaries will create or assume any liens upon any of our
receivables or other assets or any asset, stock or indebtedness of any of our
subsidiaries unless such senior debt securities are secured equally and ratably
with or prior to the debt secured by the lien. This covenant has exceptions that
permit:
- subject to certain limitations, any lien created to secure all or part of
the purchase price of any property or to secure a loan made to finance
the acquisition of the property described in such lien
- subject to certain limitations, any lien existing on any property at the
time of its acquisition or created not later than 12 months thereafter
- subject to certain limitations, any lien created in connection with the
operation or use of any property acquired or constructed by us and
created within 12 months after the acquisition, construction or
commencement of full operations on the property
- any mechanic's or materialmen's lien or any lien related to workmen's
compensation or other insurance
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- any lien arising by reason of deposits with or the giving of any form of
security to any governmental agency, including for taxes and other
governmental charges
- liens for taxes or charges which are not delinquent or are being
contested in good faith
- any judgment lien the execution of which has been stayed or which has
been adequately appealed and secured
- any lien incidental to the conduct of our business which was not incurred
in connection with the borrowing of money or the obtaining of advances or
credit and which does not materially interfere with the conduct of our
business
- any intercompany lien
- liens incurred in connection with the borrowing of funds, if such funds
are used within 120 days to repay indebtedness of at least an equal
amount secured by a lien on our property having a fair market value at
least equal to the fair market value of the property securing the new
lien
- any lien created to secure indebtedness and letter of credit
reimbursement obligations incurred in connection with the extension of
working capital financing
- any lien existing on the date of the indenture
- subject to an aggregate limit of $60 million, any lien on cash, cash
equivalents, options or futures positions and other account holdings
securing derivative obligations or otherwise incurred in connection with
margin accounts with brokerage or commodities firms
- subject to an aggregate limit of 10% of our consolidated net tangible
assets, any liens not otherwise permitted by any of the other exceptions
set forth in the indenture
Limitations on Sale/Leaseback Transactions
We have agreed that neither we nor our subsidiaries would enter into any
sale/leaseback transactions with regard to any principal property, providing for
the leasing back to us or a subsidiary by a third party for a period of more
than three years of any asset which has been or is to be sold or transferred by
us or such subsidiary to such third party or to any other person. This covenant
has exceptions that permit transactions of this nature under the following
circumstances:
- we would be entitled, pursuant to the "Limitations on Liens" covenant
described above, to incur indebtedness secured by a lien on the property
to be leased, without equally and ratably securing the senior debt
securities then outstanding or
- within 120 days of the effective date of such sale/leaseback transaction,
we apply an amount equal to the value of such transaction:
- to the voluntary retirement of funded debt or
- to the purchase of another principal property
In addition, subject to a limit (on an aggregated basis with indebtedness
secured by liens permitted by the limitations on mortgages covenant described
above) of 10% of our consolidated net tangible assets, we can enter into
sale/leaseback transactions not otherwise permitted by the express provisions of
the indenture.
Glossary
We define the following terms in the senior indenture. We use them here
with the same definitions. Generally accepted accounting principles should be
used to determine all items in this section, unless otherwise indicated.
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"Consolidated net tangible assets" means the total amount of assets shown
on a consolidated balance sheet of us and our subsidiaries (excluding goodwill
and other intangible assets), less all current liabilities (excluding notes
payable and current maturities of long-term debt).
"Funded debt" means generally any indebtedness for money borrowed, created,
issued, incurred, assumed or guaranteed which would be classified as long-term
debt.
"Principal Property" means any of our or our subsidiaries' refineries or
refinery-related assets, distribution facilities or other real property which
has a net book value exceeding 2.5% of consolidated net tangible assets, but not
including any property which in our opinion is not material to our and our
subsidiaries' total business conducted as an entirety or any portion of a
particular property that is similarly found not to be material to the use or
operation of such property.
"Subsidiary" means any entity of which at the time of determination we or
one or more of our subsidiaries owns or controls directly or indirectly more
than 50% of the shares of voting stock or the outstanding partnership or similar
interests and any limited partnership of which we or any one of our subsidiaries
are a general partner.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of:
- 150,000,000 shares of common stock, par value $.01 per share
- 20,000,000 shares of preferred stock, par value $.01 per share, issuable
in series
We have summarized selected aspects of our capital stock below. The summary
is not complete. For a complete description, you should refer to our restated
certificate of incorporation, restated by-laws and the Rights Agreement, dated
as of July 17, 1997 between us and Harris Trust and Savings Bank, as rights
agent, all of which are exhibits to the registration statement of which this
prospectus is part.
COMMON STOCK
Each share of common stock is entitled to participate equally in dividends
as and when declared by our board of directors. The payment of dividends on our
common stock may be limited by obligations we may have to holders of any
preferred stock. For information regarding restrictions on payments of
dividends, see the prospectus supplement applicable to any issuance of common
stock.
Common stockholders are entitled to one vote for each share held on all
matters submitted to them. The common stock does not have cumulative voting
rights, meaning that holders of a majority of the shares of common stock voting
for the election of directors can elect all the directors if they choose to do
so.
If we liquidate or dissolve our business, the holders of common stock will
share ratably in the distribution of assets available for distribution to
stockholders after creditors are paid and preferred stockholders receive their
distributions. The shares of common stock have no preemptive rights and are not
convertible, redeemable or assessable or entitled to the benefits of any sinking
fund.
All issued and outstanding shares of common stock are fully paid and
nonassessable. Any shares of common stock we offer under this prospectus will be
fully paid and nonassessable.
The common stock is listed on the New York Stock Exchange and trades under
the symbol "VLO."
PREFERRED STOCK
Our board of directors can, without action by stockholders, issue one or
more series of preferred stock. The board can determine for each series the
number of shares, designation, relative voting rights, dividend
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rates, liquidation and other rights, preferences and limitations. In some cases,
the issuance of preferred stock could delay or discourage a change in control of
us.
We have summarized material provisions of the preferred stock in this
section. This summary is not complete. We will file the form of the preferred
stock with the SEC before we issue any of it, and you should read it for
provisions that may be important to you.
The prospectus supplement relating to any series of preferred stock we are
offering will include specific terms relating to the offering. These terms will
include some or all of the following:
- the title of the preferred stock
- the maximum number of shares of the series
- the dividend rate or the method of calculating the dividend, the date
from which dividends will accrue and whether dividends will be cumulative
- any liquidation preference
- any redemption provisions
- any sinking fund or other provisions that would obligate us to redeem or
purchase the preferred stock
- any terms for the conversion or exchange of the preferred stock for other
securities of us or any other entity
- any voting rights
- any other preferences and relative, participating, optional or other
special rights or any qualifications, limitations or restrictions on the
rights of the shares
Any shares of preferred stock we issue will be fully paid and
nonassessable.
Our board of directors has reserved for issuance pursuant to our
Stockholder Rights Plan described below a total of 1,500,000 shares of Junior
Participating Preferred Stock, Series I. We have not issued any shares of
preferred stock at the date of this prospectus.
ANTI-TAKEOVER PROVISIONS
The provisions of Delaware law and our restated certificate of
incorporation and our restated by-laws we summarize below may have an
anti-takeover effect and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in his or her best interest, including
those attempts that might result in a premium over the market price for the
common stock.
Staggered Board of Directors
Our board of directors is divided into three classes that are elected for
staggered three-year terms. The classification of the board of directors has the
effect of requiring at least two annual stockholder meetings, instead of one, to
effect a change in control of the board of directors. Holders of 60% of the
shares of common stock entitled to vote in the election of directors may remove
a director for cause, but stockholders may not remove any director without
cause.
Fair Price Provision
Our restated certificate of incorporation contains a fair price provision.
Mergers, consolidations and other business combinations involving us and an
"interested stockholder" require the approval of holders of at least 66 2/3% of
our outstanding voting stock not owned by the interested stockholder. Interested
stockholders include the holder of 15% or more of our outstanding voting stock.
The 66 2/3% voting requirement does not apply, however, if the "continuing
directors," as defined in our restated certificate of
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incorporation, approve the business combination, or the business combination
meets other specified conditions.
Liability of Our Directors
As permitted by the Delaware corporations statute, we have included in our
restated certificate of incorporation a provision that limits our directors'
liability for monetary damages for breach of their fiduciary duty of care to us
and our stockholders. The provision does not affect the liability of a director:
- for any breach of his/her duty of loyalty to us or our stockholders
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law
- for the declaration or payment of unlawful dividends or unlawful stock
repurchases or redemptions or
- for any transaction from which the director derived an improper personal
benefit
This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.
Stockholder Proposals and Director Nominations
Our stockholders can submit stockholder proposals and nominate candidates
for our board of directors if the stockholders follow advance notice procedures
described in our restated by-laws.
Generally, stockholders must submit a written notice between 60 and 90 days
before the first anniversary of the date of our previous year's annual
stockholders' meeting. To nominate directors, the notice must include the name
and address of the stockholder, the class and number of shares owned by the
stockholder, information about the nominee required by the SEC and a description
of any arrangements or understandings with respect to the election of directors
that exist between the stockholder and any other person. To make stockholder
proposals, the notice must include a description of the proposal, the reasons
for bringing the proposal before the meeting, the name and address of the
stockholder, the class and number of shares owned by the stockholder and any
material interest of the stockholder in the proposal.
In each case, if we have changed the date of the annual meeting to more
than 30 days before or 60 days after the anniversary date of our previous year's
annual stockholders' meeting, stockholders must submit the notice between 60 and
90 days prior to such annual meeting or no later than 10 days after the day we
make public the date of the annual meeting.
Director nominations and stockholder proposals that are late or that do not
include all required information may be rejected. This could prevent
stockholders from bringing certain matters before an annual meeting, including
making nominations for directors.
Delaware Anti-takeover Statute
We are a Delaware corporation and are subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents us from
engaging in a business combination with an "interested stockholder" (generally,
a person owning 15% or more of our outstanding voting stock) for three years
following the time that person becomes a 15% stockholder unless one of the
following is satisfied:
- before that person became a 15% stockholder, our board of directors
approved the transaction in which the stockholder became a 15%
stockholder or approved the business combination
- upon completion of the transaction that resulted in the stockholder's
becoming a 15% stockholder, the stockholder owns at least 85% of our
voting stock outstanding at the time the transaction began (excluding
stock held by directors who are also officers and by employee stock plans
that do not
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provide employees with the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange
offer) or
- after the transaction in which that person became a 15% stockholder, the
business combination is approved by our board of directors and authorized
at a stockholders' meeting by at least two-thirds of the outstanding
voting stock not owned by the 15% stockholder
Under Section 203, these restrictions also do not apply to certain business
combinations proposed by a 15% stockholder following the disclosure of an
extraordinary transaction with a person who was not a 15% stockholder during the
previous three years or who became a 15% stockholder with the approval of a
majority of our directors. This exception applies only if the extraordinary
transaction is approved or not opposed by a majority of our directors who were
directors before any person became a 15% stockholder in the previous three
years, or the successors of these directors.
Other Provisions
Our restated certificate of incorporation also provides that:
- stockholders may act only at an annual or special meeting and not by
written consent
- an 80% vote of the outstanding voting stock is required for the
stockholders to amend our restated by-laws and
- an 80% vote of the outstanding voting stock is required to amend our
restated certificate of incorporation with respect to certain matters,
including those described in the first two bullet points above
TRANSFER AGENT AND REGISTRAR
Harris Trust and Savings Bank, Chicago, Illinois, is our transfer agent and
registrar.
STOCKHOLDER RIGHTS PLAN
We have a stockholder rights plan under which one preferred share purchase
right is attached to each outstanding share of our common stock. The rights
become exercisable under specified circumstances, including any person or group
(an "acquiring person") becoming the beneficial owner of 15% or more of our
outstanding common stock, subject to specified exceptions. Each right entitles
the registered holder to purchase from us one one-hundredth of a share of Junior
Participating Preferred Stock, Series I, at an exercise price of $100, subject
to adjustment under specified circumstances. If events specified in the
stockholder rights plan occur, each holder of rights other than the acquiring
person can exercise their rights. When a holder exercises a right, the holder
will be entitled to receive common stock valued at twice the exercise price of
the right. In some cases, the holder will receive cash, property or other
securities instead of common stock. We may redeem the rights for $0.01 per right
at any time prior to the tenth day after a person or group becomes an acquiring
person. The stockholder rights plan and the rights expire in June 2007.
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DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, common stock, preferred
stock or other securities. We may issue warrants independently or together with
other securities. Warrants sold with other securities may be attached to or
separate from the other securities. We will issue warrants under one or more
warrant agreements between us and a warrant agent that we will name in the
prospectus supplement.
We have summarized material provisions of the warrants and the warrant
agreements below. This summary is not complete. We will file the form of any
warrant agreement with the SEC, and you should read the warrant agreement for
provisions that may be important to you.
The prospectus supplement relating to any warrants we are offering will
include specific terms relating to the offering. These terms will include some
or all of the following:
- the title of the warrants
- the aggregate number of warrants offered
- the designation, number and terms of the debt securities, common stock,
preferred stock or other securities purchasable upon exercise of the
warrants and procedures by which those numbers may be adjusted
- the exercise price of the warrants
- the dates or periods during which the warrants are exercisable
- the designation and terms of any securities with which the warrants are
issued
- if the warrants are issued as a unit with another security, the date on
and after which the warrants and the other security will be separately
transferable
- if the exercise price is not payable in U.S. dollars, the foreign
currency, currency unit or composite currency in which the exercise price
is denominated
- any minimum or maximum amount of warrants that may be exercised at any
one time
- any terms, procedures and limitations relating to the transferability,
exchange or exercise of the warrants
Warrant certificates will be exchangeable for new warrant certificates of
different denominations at the office indicated in the prospectus supplement.
Prior to the exercise of their warrants, holders of warrants will not have any
of the rights of holders of the securities subject to the warrants.
MODIFICATIONS
We may amend the warrant agreements and the warrants without the consent of
the holders of the warrants to cure any ambiguity, to cure, correct or
supplement any defective or inconsistent provision, or in any other manner that
will not materially and adversely affect the interests of holders of outstanding
warrants.
We may also modify or amend certain other terms of the warrant agreements
and the warrants with the consent of the holders of not less than a majority in
number of the then outstanding unexercised warrants affected. Without the
consent of the holders affected, however, no modification or amendment may:
- shorten the period of time during which the warrants may be exercised or
- otherwise materially and adversely affect the exercise rights of the
holders of the warrants
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ENFORCEABILITY OF RIGHTS
The warrant agent will act solely as our agent. The warrant agent will not
have any duty or responsibility if we default under the warrant agreements or
the warrant certificates. A warrant holder may, without the consent of the
warrant agent, enforce by appropriate legal action on its own behalf the
holder's right to exercise the holder's warrants.
PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the United States (a)
through underwriters or dealers, (b) directly to purchasers, including our
affiliates, (c) through agents or (d) through a combination of any of these
methods. The prospectus supplement will include the following information:
- the terms of the offering
- names of any underwriters or agents
- the name or names of any managing underwriter or underwriters
- the purchase price of the securities from us
- the net proceeds to us from the sale of the securities
- any delayed delivery arrangements
- any underwriting discounts, commissions and other items constituting
underwriters' compensation
- any initial public offering price
- any discounts or concessions allowed or reallowed or paid to dealers
- any commissions paid to agents
SALE THROUGH UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
If we use dealers in the sale of securities, we will sell the securities to
them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.
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DIRECT SALES AND SALES THROUGH AGENTS
We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents we
designate from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable by us to the agent. Unless we inform you
otherwise in the prospectus supplement, any agent will agree to use its
reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms of
any such sales in the prospectus supplement.
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe
the commission payable for solicitation of those contracts.
GENERAL INFORMATION
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.
LEGAL MATTERS
Mr. Jay D. Browning, Esq., Managing Attorney, Corporate Law and Secretary
of Valero, will issue opinions about the legality of the offered securities for
us. Mr. Browning is our employee and at December 31, 1999, beneficially owned
1,419 shares of our common stock (including shares held under employee benefit
plans) and held options under our employee stock option plans to purchase an
additional 28,412 shares of our common stock. None of such shares or options
were granted in connection with the offering of the securities. Any underwriters
will be advised about other issues relating to any offering by their own legal
counsel.
EXPERTS
Our audited consolidated financial statements incorporated by reference in
this prospectus from our annual report on Form 10-K for the year ended December
31, 1999 have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and is
incorporated in this prospectus by reference in reliance upon the authority of
said firm as experts in accounting and auditing in giving said report.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy any materials we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can obtain information about the operation of the SEC's public
reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
web site that contains information we file electronically with the SEC, which
you can access over the Internet at http://www.sec.gov. You can obtain
information about us at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This prospectus is part of a registration statement we have filed with the
SEC relating to the securities we may offer. As permitted by SEC rules, this
prospectus does not contain all of the information we have included in the
registration statement and the accompanying exhibits and schedules we file with
the SEC. You may refer to the registration statement, the exhibits and schedules
for more information about us and our securities. The registration statement,
exhibits and schedules are available at the SEC's public reference room or
through its web site.
INFORMATION WE INCORPORATE BY REFERENCE
We are incorporating by reference information we file with the SEC, which
means that we are disclosing important information to you by referring you to
those documents. The information we incorporate by reference is an important
part of this prospectus, and information that we file later with the SEC
automatically will update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all the securities:
- our annual report on Form 10-K for the year ended December 31, 1999
- the description of our common stock contained in our registration
statement on Form 8-A, as may be amended from time to time to update that
description
- the description of the rights associated with our common stock contained
in our registration statement on Form 8-A, as may be amended from time to
time to update that description
- our current report on Form 8-K dated March 17, 2000 and filed with the
SEC on March 20, 2000
You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:
Valero Energy Corporation
One Valero Place
San Antonio, Texas 78212
Attention: Investor Relations
Telephone: (210) 370-2139
20
<PAGE> 24
SUBJECT TO COMPLETION, DATED MARCH 31, 2000
PROSPECTUS
$1,300,000,000
[VALERO ENERGY CORPORATION LOGO]
SENIOR DEBT (TRUST) SECURITIES
JUNIOR SUBORDINATED DEBT (TRUST) SECURITIES
COMMON STOCK
VEC TRUST I
VEC TRUST II
TRUST PREFERRED SECURITIES FULLY AND UNCONDITIONALLY GUARANTEED, AS DESCRIBED
HEREIN, BY
VALERO ENERGY CORPORATION
---------------------
<TABLE>
<S> <C>
CONSIDER CAREFULLY THE RISK FACTORS THE TRUSTS
BEGINNING ON PAGE 19. VEC Trust I and VEC Trust II are subsidiaries of
The information in this Valero Energy Corporation. They exist for the purpose
prospectus is not complete and may be of issuing trust preferred securities.
changed. We may not sell these THE OFFERING
securities until the registration Trust Preferred Securities
statement filed with the Securities The trusts may offer from time to time preferred
and Exchange Commission is effective. securities representing undivided beneficial interests
This prospectus is not an offer to buy in the assets of the issuing trust. The trusts will
these securities in any jurisdiction use the proceeds from the sale of their preferred
where the offer or sale is not securities to purchase Valero's debt securities.
permitted. Debt Securities
We will provide additional terms Valero may offer from time to time its debt securities
of our securities in one or more to the trusts. These debt securities may be
supplements to this prospectus. You distributed to holders of the trust preferred
should read this prospectus and the securities if and when a trust is dissolved. The debt
related prospectus supplement securities may be convertible into shares of Valero's
carefully before you invest in our common stock. The debt securities will be unsecured,
securities. This prospectus may not be and can be either pari passu with or subordinate and
used to offer and sell our securities junior in right of payment to Valero's senior debt. We
unless accompanied by a prospectus will indicate the type of debt securities to be issued
supplement. in a prospectus supplement.
Guarantee
Valero will guarantee the trusts' payment obligations
on the preferred securities as described in this
prospectus and the prospectus supplement. We will
provide the specific terms of the guarantee in a
prospectus supplement.
</TABLE>
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is , 2000
<PAGE> 25
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus....................................... 3
Summary Information -- Q&A.................................. 4
About Valero Energy Corporation............................. 6
Recent Developments......................................... 6
Forward-Looking Information................................. 6
Use of Proceeds............................................. 7
Ratio of Earnings to Fixed Charges.......................... 8
Description of Capital Stock................................ 8
The Trusts.................................................. 12
Description of the Preferred Securities..................... 14
Description of the Preferred Securities Guarantee........... 16
Description of the Debt Securities.......................... 19
Plan of Distribution........................................ 27
Legal Matters............................................... 28
Experts..................................................... 28
Where You Can Find More Information......................... 28
Information We Incorporate by Reference..................... 29
</TABLE>
---------------------
THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. YOU SHOULD RELY ONLY ON THE INFORMATION WE
HAVE PROVIDED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS
SUPPLEMENT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH ADDITIONAL OR
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
JURISDICTION WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT IS ACCURATE ONLY AS
OF THE DATE ON THE FRONT OF THE DOCUMENT AND THAT ANY INFORMATION WE HAVE
INCORPORATED BY REFERENCE IS ACCURATE ONLY AS OF THE DATE OF THE DOCUMENT
INCORPORATED BY REFERENCE.
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<PAGE> 26
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement we have filed with the
Securities and Exchange Commission using a "shelf" registration process. The
registration statement also includes a prospectus under which Valero may offer
from time to time its senior debt securities, subordinated debt securities,
shares of common or preferred stock and warrants. Under the shelf process, we
may offer any combination of the securities described in these two prospectuses
in one or more offerings with a total initial offering price of up to
$1,300,000,000. This prospectus provides you with a general description of the
trust preferred securities, the debt securities to be issued by Valero to the
trusts, the Valero common stock into which the debt securities may be
convertible and Valero's guarantee. Each time we use this prospectus to offer
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. Please carefully
read this prospectus and the prospectus supplement together with the additional
information described under the heading "Where You Can Find More Information."
We have not included separate financial statements of the trusts in this
prospectus. We do not consider that such financial statements are material to
holders of the preferred securities because:
- each trust is a newly created special purpose entity
- neither trust has any operating history or independent operations
- neither trust is engaged in, nor will it engage in, any activity other
than issuing preferred and common securities, investing in and holding
Valero's debt securities and engaging in related activities
Furthermore, the combination of Valero's obligations under the debt
securities, the associated indentures, the declarations of trust and the
guarantees provide a full, irrevocable and unconditional guarantee of payments
of distributions and other amounts due on the preferred securities. In addition,
we do not expect that the trusts will file reports with the SEC under the
Securities Exchange Act of 1934.
Reference in this prospectus to the terms "we," "us," "Valero" or other
similar terms mean Valero Energy Corporation, unless we state otherwise or the
context indicates otherwise.
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<PAGE> 27
SUMMARY INFORMATION -- Q&A
This summary provides a brief overview of the key aspects of Valero, the
trusts, the debt securities, the common stock and the preferred securities. The
term "trust" refers to the VEC Trust for the specific transaction. This summary
does not contain all information that is important to you. We encourage you to
read carefully this prospectus and the prospectus supplement to understand fully
the terms of the preferred securities that are important to you in making a
decision about whether to invest.
WHAT ARE THE PREFERRED SECURITIES?
Each preferred security represents an undivided beneficial interest in the
assets of a trust. Each preferred security will entitle the holder to receive
cash distributions as described in this prospectus and the prospectus
supplement.
WHO ARE THE TRUSTS?
Each of VEC Trust I and VEC Trust II is a Delaware business trust. The
principal office of each trust is One Valero Place, San Antonio, TX 78212 and
the telephone number is (210) 370-2000.
Valero will own all common securities of each trust. Each trust will use
the proceeds from the sale of the preferred securities and the common securities
to purchase a series of Valero's debt securities with the same financial terms
as the preferred and common securities. The debt securities may be junior
subordinated debt (trust) securities or senior debt (trust) securities. We will
specify the type of debt security in a prospectus supplement. The trusts exist
only to issue the preferred and common securities, invest in and hold Valero's
debt securities and engage in related activities.
There are five trustees of each trust. Three of them, referred to as
regular trustees, are officers or employees of Valero. The Bank of New York will
act as the property trustee of each trust, and The Bank of New York (Delaware)
will act as the Delaware trustee of each trust.
We will provide in the prospectus supplement additional information about
the issuing trust.
WHO IS VALERO ENERGY CORPORATION?
Valero is one of the largest independent petroleum refiners and marketers
in the U.S. and the largest on the Gulf Coast. Through our subsidiaries, we own
and operate five petroleum refineries in Texas, Louisiana and New Jersey with a
combined throughput capacity of approximately 785,000 barrels per day. We
principally produce premium, environmentally clean products such as reformulated
gasoline, low-sulfur diesel and oxygenates and can produce gasoline meeting
specifications of the California Air Resources Board, or CARB gasoline. We also
produce a substantial slate of middle distillates, jet fuel and petrochemicals.
Our products are marketed in 31 states and selected export markets. We have
agreed to purchase ExxonMobil's 160,000 barrel-per-day refinery in Benicia,
California and all its Exxon-branded California retail assets. This purchase is
subject to regulatory approvals but is expected to be completed in June 2000.
Valero's principal executive offices are located at One Valero Place, San
Antonio, TX 78212, and the telephone number at that address is (210) 370-2000.
WHEN WILL YOU RECEIVE DISTRIBUTIONS ON THE PREFERRED SECURITIES?
The only source of cash to make payments on the preferred securities
issuable by each trust will be payments on the debt securities it purchases from
Valero.
If you purchase preferred securities of a trust, you are entitled to
receive cash distributions at the rate specified in the prospectus supplement.
Unless we inform you otherwise in the prospectus supplement, distributions will
accumulate from the date the trust issues the preferred securities and will be
paid in arrears on the dates we specify in the prospectus supplement. We may,
however, defer distributions as described below.
WHEN WILL PAYMENT OF YOUR DISTRIBUTIONS BE DEFERRED?
If Valero defers interest payments on the debt securities held by a trust,
the trust will defer distributions on the related preferred securities. We will
describe in the prospectus supplement any rights to defer distributions on the
preferred
4
<PAGE> 28
securities by extending the interest payment period on the debt securities.
During any deferral period, except as described on page 17, Valero will not
be permitted to:
- declare or pay a dividend on its shares of capital stock
- redeem, purchase, acquire or make a distribution or liquidation payment
on any of its shares of capital stock
- make a payment on or repay, repurchase or redeem any debt that ranks
equally with or junior to the debt securities or
- make a guarantee payment on any guarantee by Valero of the debt of any of
its subsidiaries if that guarantee ranks equally with or junior to the
debt securities
WHAT IS VALERO'S GUARANTEE OF THE PREFERRED SECURITIES?
Under each preferred securities guarantee, to the extent provided herein,
Valero will irrevocably and unconditionally guarantee that if it makes a payment
on the debt securities to the relevant trust but, for any reason, the trust does
not make the corresponding distribution or redemption payment to the holders of
the related preferred securities, then Valero will make the payments directly to
the holders of the preferred securities.
The following obligations of Valero taken together will provide a full and
unconditional guarantee of payments due on the preferred securities:
- its obligations to make payments on the debt securities
- its obligations under the preferred securities guarantee and its
obligations under the amended and restated declaration of trust of the
trust, which establishes the terms of the trust
We will provide the specific terms of the guarantee in a prospectus supplement.
WHEN COULD THE DEBT SECURITIES BE DISTRIBUTED TO YOU?
Unless we inform you otherwise in the prospectus supplement, the holder of
the common securities of a trust has the right to dissolve the trust at any
time. If the trust is dissolved, after satisfaction of the trust's creditors,
the trust may distribute debt securities on a proportionate basis to the holders
of preferred and common securities.
WILL THE PREFERRED SECURITIES BE LISTED ON A STOCK EXCHANGE?
If specified in the prospectus supplement, we will apply to list the
preferred securities on the New York Stock Exchange.
WILL HOLDERS OF THE PREFERRED SECURITIES HAVE ANY VOTING RIGHTS?
Generally, the holders of the preferred securities will not have any voting
rights.
5
<PAGE> 29
ABOUT VALERO ENERGY CORPORATION
We are one of the largest independent petroleum refiners and marketers in
the U.S. and the largest on the Gulf Coast. We own and operate five refineries
in Texas, Louisiana and New Jersey with a combined throughput capacity of
approximately 785,000 barrels per day. We principally produce premium,
environmentally clean products such as reformulated gasoline, low-sulfur diesel
and oxygenates and can produce gasoline meeting specifications of the California
Air Resources Board, or CARB gasoline. We also produce a substantial slate of
middle distillates, jet fuel and petrochemicals. Our products are marketed in 31
states and selected export markets.
We were incorporated in Delaware in 1981 under the name Valero Refining and
Marketing Company. Prior to July 31, 1997, we were a wholly owned subsidiary of
a corporation formerly known as Valero Energy Corporation. On July 31, 1997, our
former parent spun us off to its stockholders by distributing all of our common
stock on a share-for-share basis to holders of record of our former parent's
common stock at the close of business on that date. Immediately after this
distribution, our former parent, with its remaining natural gas related services
business, merged with a wholly owned subsidiary of PG&E Corporation and changed
its name to PG&E Gas Transmission, Texas Corporation. In connection with the
restructuring, we changed our name from Valero Refining and Marketing Company to
Valero Energy Corporation and we registered our stock with the SEC and listed
for trading on the New York Stock Exchange under the symbol "VLO."
We have our principal executive offices at One Valero Place, San Antonio,
Texas, 78212, and our telephone number is (210) 370-2000.
RECENT DEVELOPMENTS
On March 2, 2000, we announced our purchase of ExxonMobil Corporation's
160,000 barrel-per-day refinery in Benicia, California and all its Exxon-branded
California retail assets for approximately $895 million plus an amount for
inventories which will be based on market-related prices at closing. We
anticipate that the purchase will be funded through our existing credit
facilities, privately or publicly placed debt and equity securities and
structured lease financing. The purchase is expected to close by June 2000,
subject to regulatory requirements.
After acquiring the Benicia refinery, we will own and operate six
refineries in the Gulf Coast, Northeast and West Coast regions of the country
with total throughput capacity of approximately 945,000 barrels per day and
market retail petroleum products in California.
FORWARD-LOOKING INFORMATION
This prospectus, including the information we incorporate by reference,
contains statements that are forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. You can identify our
forward-looking statements by the words "anticipate," "believe," "expect,"
"plan," "intend," "estimate," "project," "budget," "forecast," "will," "could,"
"should," "may" and similar expressions. We have based our forward-looking
statements on our management's beliefs and assumptions derived from information
available to our management at the time the statements are made. Differences
between actual results and any future performance suggested in our
forward-looking statements or projections could result from a variety of
factors, including the following:
- unforeseen complications arising in connection with the closing of our
purchase of the Benicia refinery and retail assets from ExxonMobil
- inability to renew or satisfactorily replace our feedstock arrangements
- the pricing and availability of refinery feedstocks and refined products
- write-downs of inventories caused by a material decline in petroleum
prices
6
<PAGE> 30
- accidents or other unscheduled shutdowns affecting our pipelines, plants,
machinery or equipment, or those of our suppliers or customers
- excess industry capacity
- competition from products and services offered by other energy
enterprises
- changes in the cost or availability of transportation for feedstocks and
refined products
- inability to implement planned capital projects and realize the various
assumptions and benefits projected for such projects
- the introduction or enactment of federal or state legislation
- any changes in state and federal environmental, economic, safety and
other policies and regulations
- changes in the economies of the U.S. and other countries, which can
affect the demand for refined products
- irregular weather, which can unforeseeably affect the price or
availability of feedstocks and refined products
- rulings, judgments, or settlements in litigation or other legal matters,
including unexpected environmental remediation costs in excess of any
reserves
- changes in the credit ratings assigned to Valero's debt securities and
trade credit
We caution you that any one of these factors, or a combination of these
factors, could materially affect our future results of operations and whether
the forward-looking statements ultimately prove to be accurate. These
forward-looking statements are not guarantees of our future performance, and our
actual results and future performance may differ materially from those suggested
in the forward-looking statements. When considering these forward-looking
statements, you should keep in mind the risk factors and other cautionary
statements in this prospectus, any prospectus supplement and the documents we
have incorporated by reference. We will not update these statements unless the
securities laws require us to do so.
USE OF PROCEEDS
Unless we inform you otherwise in the prospectus supplement, we expect to
use the net proceeds from the sale of securities for general corporate purposes.
These purposes may include, but are not limited to:
- equity investments in existing and future projects
- acquisitions
- working capital
- capital expenditures
- repayment or refinancing of debt or other corporate obligations
- repurchases and redemptions of securities
Pending any specific application, we may initially invest funds in short-term
marketable securities or apply them to the reduction of short-term indebtedness.
Each trust will use all proceeds from the sale of the preferred securities
and the common securities to purchase Valero's debt securities.
7
<PAGE> 31
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for
the periods indicated:
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
------------------------------------
1999 1998 1997 1996 1995
----- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges............... 1.23x -- 4.08x 1.74x 2.61x
</TABLE>
We have computed the ratios of earnings to fixed charges by dividing
earnings by fixed charges. For this purpose, earnings consist of consolidated
income from continuing operations before income taxes and fixed charges
(excluding capitalized interest), with certain other adjustments. Fixed charges
consist of total interest, whether expensed or capitalized, including
amortization of debt expense and premiums or discounts related to outstanding
indebtedness, and one-third (the proportion deemed representative of the
interest factor) of rental expense. For the year ended December 31, 1998, our
earnings were insufficient to cover fixed charges by $80.6 million. This
deficiency was due primarily to a $170.9 million pre-tax charge to earnings to
write down the carrying amount of our refinery inventories to market value.
Excluding the effect of the inventory write-down, the ratio of earnings to fixed
charges would have been 2.68x.
Prior to our spinoff from our former parent on July 31, 1997, our parent
had preferred stock outstanding which was issued in connection with the
discontinued natural gas related services business. We had no preferred stock
outstanding with respect to continuing operations for any period presented. As a
result, the ratio of earnings to combined fixed charges and preferred stock
dividends is the same as the ratio of earnings to fixed charges.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of:
- 150,000,000 shares of common stock, par value $.01 per share
- 20,000,000 shares of preferred stock, par value $.01 per share, issuable
in series
We have summarized selected aspects of our capital stock below. The summary
is not complete. For a complete description, you should refer to our restated
certificate of incorporation, restated by-laws and the Rights Agreement, dated
as of July 17, 1997 between us and Harris Trust and Savings Bank, as rights
agent, all of which are exhibits to the registration statement of which this
prospectus is part.
COMMON STOCK
Each share of common stock is entitled to participate equally in dividends
as and when declared by our board of directors. The payment of dividends on our
common stock may be limited by obligations we may have to holders of any
preferred stock. For information regarding restrictions on payments of
dividends, see the prospectus supplement applicable to any issuance of common
stock.
Common stockholders are entitled to one vote for each share held on all
matters submitted to them. The common stock does not have cumulative voting
rights, meaning that holders of a majority of the shares of common stock voting
for the election of directors can elect all the directors if they choose to do
so.
If we liquidate or dissolve our business, the holders of common stock will
share ratably in the distribution of assets available for distribution to
stockholders after creditors are paid and preferred stockholders receive their
distributions. The shares of common stock have no preemptive rights and are not
convertible, redeemable or assessable or entitled to the benefits of any sinking
fund.
All issued and outstanding shares of common stock are fully paid and
nonassessable. Any shares of common stock we offer under this prospectus will be
fully paid and nonassessable.
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<PAGE> 32
The common stock is listed on the New York Stock Exchange and trades under
the symbol "VLO."
PREFERRED STOCK
Our board of directors can, without action by stockholders, issue one or
more series of preferred stock. The board can determine for each series the
number of shares, designation, relative voting rights, dividend rates,
liquidation and other rights, preferences and limitations. In some cases, the
issuance of preferred stock could delay or discourage a change in control of us.
We have summarized material provisions of the preferred stock in this
section. This summary is not complete. We will file the form of the preferred
stock with the SEC before we issue any of it, and you should read it for
provisions that may be important to you.
The prospectus supplement relating to any series of preferred stock we are
offering will include specific terms relating to the offering. These terms will
include some or all of the following:
- the title of the preferred stock
- the maximum number of shares of the series
- the dividend rate or the method of calculating the dividend, the date
from which dividends will accrue and whether dividends will be cumulative
- any liquidation preference
- any redemption provisions
- any sinking fund or other provisions that would obligate us to redeem or
purchase the preferred stock
- any terms for the conversion or exchange of the preferred stock for other
securities of us or any other entity
- any voting rights
- any other preferences and relative, participating, optional or other
special rights or any qualifications, limitations or restrictions on the
rights of the shares
Any shares of preferred stock we issue will be fully paid and
nonassessable.
Our board of directors has reserved for issuance pursuant to our
Stockholder Rights Plan described below a total of 1,500,000 shares of Junior
Participating Preferred Stock, Series I. We have not issued any shares of
preferred stock at the date of this prospectus.
ANTI-TAKEOVER PROVISIONS
The provisions of Delaware law and our restated certificate of
incorporation and our restated by-laws we summarize below may have an
anti-takeover effect and may delay, defer or prevent a tender offer or takeover
attempt that a stockholder might consider in his or her best interest, including
those attempts that might result in a premium over the market price for the
common stock.
Staggered Board of Directors
Our board of directors is divided into three classes that are elected for
staggered three-year terms. The classification of the board of directors has the
effect of requiring at least two annual stockholder meetings, instead of one, to
effect a change in control of the board of directors. Holders of 60% of the
shares of common stock entitled to vote in the election of directors may remove
a director for cause, but stockholders may not remove any director without
cause.
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<PAGE> 33
Fair Price Provision
Our restated certificate of incorporation contains a fair price provision.
Mergers, consolidations and other business combinations involving us and an
"interested stockholder" require the approval of holders of at least 66 2/3% of
our outstanding voting stock not owned by the interested stockholder. Interested
stockholders include the holder of 15% or more of our outstanding voting stock.
The 66 2/3% voting requirement does not apply, however, if the "continuing
directors," as defined in our restated certificate of incorporation, approve the
business combination, or the business combination meets other specified
conditions.
Liability of Our Directors
As permitted by the Delaware corporations statute, we have included in our
restated certificate of incorporation a provision that limits our directors'
liability for monetary damages for breach of their fiduciary duty of care to us
and our stockholders. The provision does not affect the liability of a director:
- for any breach of his/her duty of loyalty to us or our stockholders
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law
- for the declaration or payment of unlawful dividends or unlawful stock
repurchases or redemptions or
- for any transaction from which the director derived an improper personal
benefit
This provision also does not affect a director's responsibilities under any
other laws, such as the federal securities laws or state or federal
environmental laws.
Stockholder Proposals and Director Nominations
Our stockholders can submit stockholder proposals and nominate candidates
for our board of directors if the stockholders follow advance notice procedures
described in our restated by-laws.
Generally, stockholders must submit a written notice between 60 and 90 days
before the first anniversary of the date of our previous year's annual
stockholders' meeting. To nominate directors, the notice must include the name
and address of the stockholder, the class and number of shares owned by the
stockholder, information about the nominee required by the SEC and a description
of any arrangements or understandings with respect to the election of directors
that exist between the stockholder and any other person. To make stockholder
proposals, the notice must include a description of the proposal, the reasons
for bringing the proposal before the meeting, the name and address of the
stockholder, the class and number of shares owned by the stockholder and any
material interest of the stockholder in the proposal.
In each case, if we have changed the date of the annual meeting to more
than 30 days before or 60 days after the anniversary date of our previous year's
annual stockholders' meeting, stockholders must submit the notice between 60 and
90 days prior to such annual meeting or no later than 10 days after the day we
make public the date of the annual meeting.
Director nominations and stockholder proposals that are late or that do not
include all required information may be rejected. This could prevent
stockholders from bringing certain matters before an annual meeting, including
making nominations for directors.
Delaware Anti-takeover Statute
We are a Delaware corporation and are subject to Section 203 of the
Delaware General Corporation Law. In general, Section 203 prevents us from
engaging in a business combination with an "interested
10
<PAGE> 34
stockholder" (generally, a person owning 15% or more of our outstanding voting
stock) for three years following the time that person becomes a 15% stockholder
unless one of the following is satisfied:
- before that person became a 15% stockholder, our board of directors
approved the transaction in which the stockholder became a 15%
stockholder or approved the business combination
- upon completion of the transaction that resulted in the stockholder's
becoming a 15% stockholder, the stockholder owns at least 85% of our
voting stock outstanding at the time the transaction began (excluding
stock held by directors who are also officers and by employee stock plans
that do not provide employees with the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or
exchange offer) or
- after the transaction in which that person became a 15% stockholder, the
business combination is approved by our board of directors and authorized
at a stockholders' meeting by at least two-thirds of the outstanding
voting stock not owned by the 15% stockholder
Under Section 203, these restrictions also do not apply to certain business
combinations proposed by a 15% stockholder following the disclosure of an
extraordinary transaction with a person who was not a 15% stockholder during the
previous three years or who became a 15% stockholder with the approval of a
majority of our directors. This exception applies only if the extraordinary
transaction is approved or not opposed by a majority of our directors who were
directors before any person became a 15% stockholder in the previous three
years, or the successors of these directors.
Other Provisions
Our restated certificate of incorporation also provides that:
- stockholders may act only at an annual or special meeting and not by
written consent
- an 80% vote of the outstanding voting stock is required for the
stockholders to amend our restated by-laws and
- an 80% vote of the outstanding voting stock is required to amend our
restated certificate of incorporation with respect to certain matters,
including those described in the first two bullet points above
TRANSFER AGENT AND REGISTRAR
Harris Trust and Savings Bank, Chicago, Illinois, is our transfer agent and
registrar.
STOCKHOLDER RIGHTS PLAN
We have a stockholder rights plan under which one preferred share purchase
right is attached to each outstanding share of our common stock. The rights
become exercisable under specified circumstances, including any person or group
(an "acquiring person") becoming the beneficial owner of 15% or more of our
outstanding common stock, subject to specified exceptions. Each right entitles
the registered holder to purchase from us one one-hundredth of a share of Junior
Participating Preferred Stock, Series I, at an exercise price of $100, subject
to adjustment under specified circumstances. If events specified in the
stockholder rights plan occur, each holder of rights other than the acquiring
person can exercise their rights. When a holder exercises a right, the holder
will be entitled to receive common stock valued at twice the exercise price of
the right. In some cases, the holder will receive cash, property or other
securities instead of common stock. We may redeem the rights for $0.01 per right
at any time prior to the tenth day after a person or group becomes an acquiring
person. The stockholder rights plan and the rights expire in June 2007.
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<PAGE> 35
THE TRUSTS
Each of the trusts is created under the Delaware Business Trust Act and
will be governed by an amended and restated declaration of trust among the
trustees of each trust and Valero. Each declaration will be qualified under the
Trust Indenture Act of 1939.
We have summarized selected provisions of the declarations below. This
summary is not complete. For a complete description, we encourage you to read
the applicable form of declaration, which we have filed with the SEC. Please
read "Where You Can Find More Information."
The address of the principal office of each trust is One Valero Place, San
Antonio, Texas 78212, and the telephone number of each trust at that address is
(210) 370-2000.
SECURITIES OF EACH TRUST
When a trust issues its preferred securities, you and the other holders of
the preferred securities will own all of the issued and outstanding preferred
securities of the trust. Valero will acquire all of the issued and outstanding
common securities of each trust, representing an undivided beneficial interest
in the assets of each trust of at least 3%. The preferred securities will be
substantially identical to the common securities and will rank equally with the
common securities, except that:
- if an event of default under the declaration of trust occurs and is
continuing, the holders of preferred securities will have the right to
receive payments before the holders of the common securities receive
payments
- the holders of common securities have the exclusive right to appoint,
remove or replace the trustees and to increase or decrease the number of
trustees
Each trust will exist primarily for the purposes of:
- issuing its preferred and common securities
- investing the proceeds from the sale of its securities in Valero's debt
securities
- engaging in only such other activities as are necessary or incidental to
issuing its securities and purchasing and holding Valero's debt
securities
The rights of the holders of the preferred securities of a trust, including
economic rights, rights to information and voting rights, will be contained in
and governed by the applicable declaration of trust, the Delaware Business Trust
Act and the Trust Indenture Act of 1939.
POWERS AND DUTIES OF TRUSTEES
The number of trustees of each trust will initially be five. Three of the
trustees will be individuals who are officers or employees of Valero. The fourth
trustee will be The Bank of New York, which will serve as the property trustee
under the declaration of trust for purposes of the Trust Indenture Act of 1939.
The fifth trustee will be The Bank of New York (Delaware), which has its
principal place of business in the State of Delaware.
The property trustee will own and hold for your benefit Valero's debt
securities purchased by a trust. The property trustee will also:
- generally exercise the rights, powers and privileges of a holder of the
debt securities
- maintain exclusive control of a segregated non-interest bearing bank
account to hold all payments on the debt securities
- promptly make distributions to the holders of the trust securities out of
funds from the property account
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The Bank of New York, acting in its capacity as guarantee trustee, will hold for
your benefit a preferred securities guarantee, which will be separately
qualified under the Trust Indenture Act of 1939.
Because Valero will own all of the common securities of each trust, Valero
will have the exclusive right to appoint, remove or replace trustees and to
increase or decrease the number of trustees. In most cases, there will be at
least five trustees. The term of a trust will be described in the applicable
prospectus supplement, but may dissolve earlier as provided in the applicable
declaration of trust.
The duties and obligations of the trustees of a trust will be governed by
the declaration of that trust, the Delaware Business Trust Act and the Trust
Indenture Act of 1939.
BOOKS AND RECORDS
The books and records of each trust will be maintained at the principal
office of the trust and will be open for inspection by each holder of preferred
securities of the trust or any authorized representative for any purpose
reasonably related to the holder's interest in the trust during normal business
hours.
THE PROPERTY TRUSTEE
The property trustee, for the benefit of the holders of the trust
securities, generally will exercise all rights under the applicable indenture
for the holders of the debt securities deposited in the trust as trust assets,
including the right to enforce Valero's obligations under the debt securities
upon the occurrence of an event of default under the applicable indenture.
If Valero extends the interest payment period for the related debt
securities held by a trust and, as a result, the trust does not make
distributions, the property trustee will not be able to enforce the payment of
distributions on the preferred securities until an event of default under the
declaration of trust has occurred. If an event of default under the declaration
of trust has occurred and is continuing, then the holders of at least a majority
of outstanding preferred securities of a trust may direct the property trustee
for such trust or the guarantee trustee, as the case may be, to enforce the
available remedies under the related declaration of trust and preferred
securities guarantee. If the property trustee fails to enforce its rights under
the applicable series of debt securities, you may provide written notice to the
property trustee that you will enforce those rights and, 30 days after
submitting that request, you may enforce those rights directly against Valero
without first instituting any legal proceeding against the property trustee or
any other person.
If an event of default under the applicable declaration of trust has
occurred and is continuing and results from Valero's failure to make payments on
the applicable series of debt securities when due, then you may directly
institute a proceeding to enforce payment of the principal of, any premium or
interest on or any additional amounts payable with respect to the applicable
series of debt securities in an amount corresponding to the aggregate
liquidation amount of your preferred securities. If you bring any such direct
action, Valero will be entitled to your rights under the applicable declaration
of trust to the extent of any payment made by Valero to you. EXCEPT AS EXPRESSLY
PROVIDED IN THE PRECEDING SENTENCES OR IN THE APPLICABLE PROSPECTUS SUPPLEMENT,
YOU WILL NOT BE ABLE TO EXERCISE DIRECTLY ANY OTHER REMEDY AVAILABLE TO THE
HOLDERS OF THE APPLICABLE SERIES OF DEBT SECURITIES.
EVENTS OF DEFAULT
If an event of default under a debt indenture occurs and is continuing, an
event of default under the related declaration of trust will occur and be
continuing. In that case, each declaration of trust provides that the holders of
common securities will waive any such event of default under the declaration of
such trust until all events of default under the declaration of such trust
relating to the preferred securities of the trust have been cured, waived or
otherwise eliminated. Until all such events of default under the declaration of
such trust relating to the preferred securities have been cured, waived or
otherwise eliminated, the property trustee will act solely on behalf of the
holders of the preferred securities, and only
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the holders of the preferred securities will have the right to direct the
property trustee as to some matters under the declaration and under the
indenture relating to the debt securities.
If the holders of the preferred securities of a trust waive any event of
default under the declaration of trust as provided in the declaration, the
holder of the common securities will also be bound by the waiver without any
further act, vote or consent. The property trustee will notify you of any notice
of default relating to the debt securities, unless such default has been cured
before the giving of such notice or the property trustee in good faith
determines that the withholding of such notice is in your interests.
DEBTS AND OBLIGATIONS
In each declaration of trust, Valero has agreed to pay all debts and
obligations, other than payments on the related trust securities, and all costs
and expenses of the applicable trust, including the fees and expenses of its
trustees and any taxes and all costs and expenses of the trust. Valero will not
pay withholding taxes of the trust except to the extent we describe in the
prospectus supplement. Valero's obligations under each declaration of trust will
benefit, and will be enforceable by, any person to whom any such debts,
obligations, costs, expenses and taxes are owed whether or not such creditor has
received notice of Valero's contractual obligation. Any such creditor may
enforce these obligations directly against Valero, and Valero has irrevocably
waived any right or remedy to require that any such creditor take any action
against any trust or any other person before proceeding against Valero. Valero
will be subrogated to all rights of a trust relating to any amounts paid to any
creditor by Valero.
DESCRIPTION OF THE PREFERRED SECURITIES
TERMS
Each trust may issue only one series of preferred securities. The terms of
the preferred securities will include those stated in the amended and restated
declaration of trust and those made a part of that declaration by the Trust
Indenture Act of 1939. For a complete description of the preferred securities,
we encourage you to read the prospectus supplement and the amended and restated
declaration of trust, a form of which we have filed with the SEC. Please read
"Where You Can Find More Information."
Valero will guarantee the preferred securities to the extent described
under "Description of the Preferred Securities Guarantee."
The prospectus supplement relating to preferred securities being offered
will include specific terms relating to the offering. These terms will include
some or all of the following:
- the designation of the preferred securities
- the number of preferred securities issued by the trust
- the annual distribution rate, the distribution payment dates, the record
dates for distribution payments and the additional amounts, if any, that
may be payable with respect to the preferred securities
- whether distributions will be cumulative and compounding and, if so, the
dates from which distributions will be cumulative or compounded
- the amounts that will be paid out of the assets of the trust to the
holders of preferred securities upon dissolution, winding-up or
termination of the trust
- any repurchase or redemption provisions
- any voting rights of the preferred securities in addition to those
required by law
- terms for any conversion or exchange of the debt securities or the
preferred securities into other securities
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- any rights to defer distributions on the preferred securities by
extending the interest payment period on the debt securities
- any other relevant terms, rights, preferences, privileges, limitations or
restrictions of the preferred securities
We also will describe in the prospectus supplement the material United States
federal income tax considerations applicable to any offering of preferred
securities.
VOTING
You will have limited voting rights, relating only to the modification of
the preferred securities and the preferred securities guarantee and the exercise
of the property trustee's rights as holder of the debt securities. You will not
be able to appoint, remove or replace trustees or to increase or decrease the
number of trustees, because these rights will be vested exclusively in the
holder of the common securities of the trust.
DISTRIBUTIONS
Under each declaration, the property trustee must make distributions on the
preferred securities of a trust to the extent that the property trustee has cash
on hand in the applicable property account to permit such payment. The only
funds available for distribution to the holders of the preferred securities of a
trust will be those received by the property trustee on the applicable debt
securities. If Valero does not make payments on the debt securities, the
property trustee will not make corresponding distributions on the preferred
securities. Under each declaration, if and to the extent Valero does make
payments on the debt securities, the property trustee will be obligated to make
distributions on the preferred and common securities of such trust on a pro rata
basis.
Valero will guarantee payment of distributions on the preferred securities
of a trust as and to the extent described under "Description of the Preferred
Securities Guarantee." A preferred securities guarantee covers distributions and
other payments on the applicable preferred securities only if and to the extent
that Valero has made a payment to the property trustee on the applicable debt
securities. If an event of default under the related declaration has occurred
and is continuing, any funds available to make payments will be paid first to
you and the other holders of the preferred securities pro rata based on the
aggregate liquidation amount of preferred securities held by you and other
holders in relation to the aggregate liquidation amount of all the outstanding
preferred securities. In that case, the holder of common securities of a trust
would receive payments only after satisfaction of all amounts owed to the
holders of preferred securities.
RECORD HOLDERS
The trustees of a trust may treat the registered owners of the preferred
securities as the holders for purposes of receiving distributions and for all
other purposes. We may issue the preferred securities in the form of one or more
global certificates that would be deposited with a depositary or its nominee
identified in the prospectus supplement. We may have global debt securities in
either temporary or permanent form. Under each declaration:
- the trust and its trustees will be entitled to deal with the depositary
for all purposes, including the payment of distributions and receiving
approvals, votes or consents under the related declaration. Except for
provisions in the related declaration dealing with the issuance of
definitive certificates representing the preferred securities, the trust
and its trustees will not have any obligation to persons owning a
beneficial interest in preferred securities registered in the name of and
held by the depositary or its nominee
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- the rights of beneficial owners of preferred securities will be exercised
only through the depositary and will be limited to those established by
law and agreements with the depositary and/or its participants
The depositary will receive all notices and communications to, and all
distributions on, preferred securities that are registered in the name of and
held by a depositary or its nominee. Valero will disclose in the applicable
prospectus supplement the specific terms of the depositary arrangement for the
preferred securities of a trust and any additional rights and limitations of
owners of beneficial interests in the global debt securities.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEE
Valero will fully and unconditionally guarantee payments on the preferred
securities as described in this section. The guarantee covers the following
payments:
- periodic cash distributions on the preferred securities out of funds held
by the property trustee of the trust
- payments on liquidation of each trust
- payments on redemption of preferred securities of each trust
The Bank of New York, as guarantee trustee, will hold the guarantee for the
benefit of the holders of preferred securities.
We have summarized selected provisions of the guarantees below. This
summary is not complete. For a complete description, we encourage you to read
the guarantee, the form of which we have filed with the SEC. Please read "Where
You Can Find More Information."
Valero will irrevocably and unconditionally agree to pay you in full the
following amounts to the extent not paid by the trust:
- any accumulated and unpaid distributions and any additional amounts with
respect to the preferred securities and any redemption price for
preferred securities called for redemption by the trust, if and to the
extent that Valero has made corresponding payments on the debt securities
to the property trustee of the trust
- payments upon the dissolution, winding-up or termination of the trust
equal to the lesser of:
- the liquidation amount plus all accumulated and unpaid distributions and
additional amounts on the preferred securities to the extent the trust
has funds legally available for those payments and
- the amount of assets of the trust remaining legally available for
distribution to the holders of preferred securities in liquidation of
the trust
Valero will not be required to make these liquidation payments if:
- the trust distributes the debt securities to the holders of preferred
securities in exchange for their preferred securities or
- the trust redeems the preferred securities in full upon the maturity or
redemption of the debt securities
Valero may satisfy its obligation to make a guarantee payment either by
making payment directly to the holders of preferred securities or to the
guarantee trustee for remittance to the holders or by causing the applicable
trust to make the payment to them.
Each guarantee is a guarantee from the time of issuance of the applicable
series of preferred securities. THE GUARANTEE ONLY COVERS, HOWEVER,
DISTRIBUTIONS AND OTHER PAYMENTS ON PREFERRED SECURITIES IF
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AND TO THE EXTENT THAT VALERO HAS MADE CORRESPONDING PAYMENTS ON THE DEBT
SECURITIES TO THE APPLICABLE PROPERTY TRUSTEE. IF VALERO DOES NOT MAKE THOSE
CORRESPONDING PAYMENTS ON THE DEBT SECURITIES, THE TRUST WILL NOT HAVE FUNDS
AVAILABLE FOR PAYMENTS AND THAT TRUSTEE WILL NOT MAKE DISTRIBUTIONS ON THE
PREFERRED SECURITIES.
Valero's obligations under the declaration of trust for each trust, the
guarantee, the debt securities and the associated indenture taken together will
provide a full and unconditional guarantee of payments due on the preferred
securities. We will describe the specific terms of the guarantee in a prospectus
supplement.
COVENANTS OF VALERO
In each guarantee, Valero will agree that, as long as any preferred
securities issued by the applicable trust are outstanding, Valero will not make
the payments and distributions described below if:
- it is in default on its guarantee payments or other payment obligations
under the related guarantee
- any event of default under the applicable declaration of trust has
occurred and is continuing or
- Valero has elected to defer payments of interest on the related debt
securities by extending the interest payment period and that deferral
period is continuing
In these circumstances, Valero will agree that it will not:
- declare or pay any dividends on its capital stock or redeem, purchase,
acquire or make a distribution or liquidation payment with respect to its
capital stock other than:
- dividends or distributions in its shares of capital stock or options,
warrants or rights to subscribe for or purchase shares of its common
stock
- transactions relating to a shareholders' rights plan
- as a result of a reclassification of its capital stock or the exchange
or conversion of one class or series of its capital stock for another
class or series of its capital stock
- the payment of accrued dividends and the purchase of fractional share
interests upon conversion or exchange of its capital stock
- purchases of its shares of common stock related to benefit plans,
dividend reinvestment plans or stock purchase plans
- make any payments on or repay, repurchase or redeem any debt security
that ranks equally with or junior to the debt securities
- make any guarantee payments on any guarantee by Valero of the debt
security of any of its subsidiaries, other than a payment under a
guarantee related to a series of the trust preferred securities, if that
guarantee ranks equally with or junior to the applicable debt securities
In addition, as long as preferred securities issued by any trust are
outstanding, Valero will agree that it will:
- remain the sole direct or indirect owner of all the outstanding common
securities of that trust, except as permitted by the applicable
declaration of trust
- permit the common securities of that trust to be transferred only as
permitted by the declaration of trust
- use reasonable efforts to cause that trust to continue to be treated as a
grantor trust for United States federal income tax purposes, except in
connection with a distribution of debt securities to the holders of
preferred securities as provided in the declaration of trust, in which
case the trust would be dissolved
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AMENDMENTS AND ASSIGNMENT
Valero and the guarantee trustee may amend each guarantee without the
consent of any holder of preferred securities if the amendment does not
adversely affect the rights of the holders in any material respect. In all other
cases, Valero and the guarantee trustee may amend each guarantee only with the
prior approval of the holders of at least a majority of outstanding preferred
securities issued by the applicable trust. The manner in which Valero will
obtain that approval will be described in the prospectus supplement.
Valero may assign its obligations under the guarantees only in connection
with a consolidation, merger or asset sale involving Valero permitted under the
indenture governing the debt securities.
TERMINATION OF THE GUARANTEE
A guarantee will terminate upon:
- full payment of the redemption price of all preferred securities of the
applicable trust
- distribution of the related debt securities, or any securities into which
those debt securities are convertible, to the holders of the preferred
securities and common securities of that trust in exchange for all the
securities issued by that trust or
- full payment of the amounts payable upon liquidation of that trust
Each guarantee will, however, continue to be effective or will be reinstated if
any holder of preferred securities must repay any amounts paid on those
preferred securities or under the guarantee.
STATUS OF THE GUARANTEE
Valero's obligations under each guarantee will be unsecured and effectively
junior to all debt and preferred stock of its subsidiaries. BY YOUR ACCEPTANCE
OF THE PREFERRED SECURITIES, YOU AGREE TO ANY SUBORDINATION PROVISIONS AND OTHER
TERMS OF THE RELATED GUARANTEE. We will specify in a prospectus supplement the
ranking of each guarantee with respect to Valero's capital stock and other
liabilities, including other guarantees.
Each guarantee will be deposited with the guarantee trustee to be held for
your benefit. The guarantee trustee will have the right to enforce the guarantee
on your behalf. In most cases, the holders of a majority of outstanding
preferred securities issued by the applicable trust will have the right to
direct the time, method and place of:
- conducting any proceeding for any remedy available to the applicable
guarantee trustee or
- exercising any trust or other power conferred upon that guarantee trustee
under the applicable guarantee
Each guarantee will constitute a guarantee of payment and not merely of
collection. This means that the guarantee trustee may institute a legal
proceeding directly against Valero to enforce the payment rights under the
guarantee without first instituting a legal proceeding against any other person
or entity.
If the guarantee trustee fails to enforce the guarantee or Valero fails to
make a guarantee payment, you may institute a legal proceeding directly against
Valero to enforce your rights under that guarantee without first instituting a
legal proceeding against the applicable trust, the guarantee trustee or any
other person or entity.
PERIODIC REPORTS UNDER GUARANTEE
Valero will be required to provide annually to the guarantee trustee a
statement as to its performance of its obligations and its compliance with all
conditions under the guarantees.
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DUTIES OF GUARANTEE TRUSTEE
The guarantee trustee normally will perform only those duties specifically
set forth in the applicable guarantee. The guarantees do not contain any implied
covenants. If a default occurs on a guarantee, the guarantee trustee will be
required to use the same degree of care and skill in exercise of its powers
under the guarantee as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. The guarantee trustee will
exercise any of its rights or powers under the guarantee at the request or
direction of holders of the applicable series of preferred securities only if it
is offered security and indemnity satisfactory to it.
GOVERNING LAW
New York law will govern the guarantees.
DESCRIPTION OF THE DEBT SECURITIES
Valero may issue to a trust from time to time one or more series of senior
debt (trust) securities under an indenture dated as of , 2000
between us and The Bank of New York, a New York banking corporation, as
indenture trustee. Valero may issue to a trust from time to time one or more
series of junior subordinated debt (trust) securities under an indenture dated
as of , 2000 between it and The Bank of New York, as indenture
trustee. We will provide information about whether the trust will receive senior
or subordinated debt securities in a prospectus supplement. Neither indenture
limits the amount of debt securities that Valero may issue under such indenture
or the amount of additional debt that Valero or any of its subsidiaries may
incur. Valero will issue only one series of debt securities to each trust. The
indenture for the senior debt (trust) securities and the indenture for the
junior subordinated debt (trust) securities will be substantially identical,
except for the provisions relating to subordination. We sometimes refer to the
senior (trust) indenture and the junior subordinated (trust) indenture as the
"indentures."
We have summarized selected provisions of the indentures and the debt
securities below. This summary is not complete. For a complete description, we
encourage you to read the indentures, which we have filed with the SEC. Please
read "Where You Can Find More Information."
RANKING
The debt securities covered by this prospectus will be the unsecured
obligations of Valero. In any liquidation, reorganization or insolvency
proceeding involving Valero, the rights of Valero and its creditors, including
the holders of debt securities, will be effectively junior to the claims of
holders of any senior debt or preferred stock of Valero's subsidiaries. The
senior debt (trust) securities will constitute senior debt and will rank equally
with all of our unsecured and unsubordinated debt. For a more detailed
description of the subordination provisions of the junior subordinated debt
(trust) securities, please read "-- Subordination" below.
RISK FACTORS RELATING TO VALERO'S DEBT SECURITIES
VALERO IS A HOLDING COMPANY AND DEPENDS ON ITS SUBSIDIARIES FOR FUNDS.
Valero is organized as a holding company that owns subsidiary companies.
Its subsidiary companies conduct substantially all of its business. The holding
company structure results in two principal risks:
- Valero's subsidiaries may be restricted by contractual provisions or
applicable laws from providing it the cash that it needs to pay parent
company debt service obligations, including payments on the debt
securities
- in any liquidation, reorganization or insolvency proceeding involving
Valero, your claim as a holder of trust preferred securities, which
represents in effect an interest in debt securities, will be
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effectively junior to the claims of holders of any indebtedness or
preferred stock of Valero's subsidiaries
THE INDENTURES DO NOT SIGNIFICANTLY LIMIT VALERO'S ABILITY TO ISSUE MORE
DEBT.
The indentures relating to the debt securities do not limit or restrict the
amount of other indebtedness or securities that may be issued by Valero or its
subsidiaries.
SUBSEQUENT DISTRIBUTION TO HOLDERS OF TRUST SECURITIES
If Valero issues debt securities to a trust in connection with the issuance
of preferred and common securities by that trust, those debt securities
subsequently may be distributed to the holders of the preferred and common
securities either:
- upon the dissolution of the trust or
- upon the occurrence of events that we will describe in the prospectus
supplement
TERMS
The prospectus supplement will include specific terms relating to the debt
securities. These terms will include some or all of the following:
- whether the debt securities are senior or junior subordinated debt
securities
- the designation of the securities
- the total principal amount of the securities
- the purchase price of and any premium on the securities
- the date or dates, if any, on which the principal of the securities will
be payable and the right to shorten, extend or defer the dates
- the interest rate, whether fixed or variable, or the method of
determining the interest rate, the date from which interest will accrue,
interest payment dates and record dates for interest payments
- any right to extend or defer the interest payment periods and the
duration of the extension
- whether interest payments will be cumulative and compounding and, if so,
the dates from which interest payments will be so cumulative or
compounding
- any provisions for redemption
- any provisions that would obligate Valero to redeem or purchase the
securities
- any provisions for exchange, conversion or prepayment of the securities
- whether and under what circumstances Valero will pay any additional
amounts on the securities and whether Valero will have the option to
redeem the securities rather than pay the additional amounts
- whether payments on the securities will be made without deduction for
taxes, assessments or governmental charges
- the form of the securities
- any changes or additions to the events of default or covenants described
in this prospectus
- whether Valero will issue the securities in the form of one or more
global securities and the identity of any depositary
- the places where you can receive any payments on the securities, present
the securities for registration of transfer or exchange and make any
notices and demands to Valero concerning the securities
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- the portion of the principal amount of the securities that will be
payable if the maturity is accelerated, if other than the entire
principal amount
- any additional means of defeasance of the securities, any additional
conditions or limitations to defeasance of the securities or any changes
to those conditions or limitations
- the identity of any paying agent
- any other terms of the securities
Unless we inform you otherwise in the prospectus supplement, Valero will
issue the debt securities:
- in United States dollars
- in fully registered form
- without coupons
Holders of debt securities may present them for exchange and for transfer
as described in the indentures and the prospectus supplement. Valero will not
charge a service charge for any registration of transfer or exchange of the debt
securities. Valero may, however, require the payment of any tax or other
governmental charge payable for that registration.
Valero may sell the debt securities at a discount, which may be
substantial, below their stated principal amount. These debt securities may bear
no interest or interest at a rate that at the time of issuance is below market
rates. We will describe in the prospectus supplement any material United States
federal income tax consequences and other special considerations.
EVENTS OF DEFAULT
The following are events of default under each indenture with respect to a
series of debt securities:
- failure to pay interest or any additional amounts on that series of
securities for 30 days, unless Valero has validly extended the interest
payment period
- failure to pay principal of or any premium on that series of securities
when due
- failure to deposit any sinking fund payment for 30 days
- failure to comply in any material respect with any other covenant or
agreement in that indenture for that series of securities (other than an
agreement or covenant that is included in the indenture solely for the
benefit of another series of debt securities) for 90 days after written
notice by the indenture trustee or by the holders of at least 25% in
principal amount of the outstanding securities of that series
- bankruptcy, insolvency or reorganization events
- any other event of default applicable to that series of securities
If an event of default for any series of debt securities occurs and is
continuing, the indenture trustee or the holders of at least 25% in principal
amount of the debt securities of the series affected by the default may declare
the principal of those securities to be due and payable. That declaration of
acceleration will occur automatically if the event of default relates to
bankruptcy, insolvency or reorganization events. The holders of a majority in
principal amount of the outstanding debt securities of
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the series affected by the default may rescind the accelerated payment
requirement and waive the default if Valero:
- has cured the default and
- has deposited with the indenture trustee an amount sufficient to pay all
matured installments of principal and any premium, except those caused by
the acceleration, and any interest and additional amounts
If required by the declaration of trust, any rescission may be subject to the
consent of the holders of the preferred securities and common securities.
In most cases, holders of a majority in principal amount of the outstanding
debt securities of a series may direct the time, method and place of:
- conducting any proceeding for any remedy available to the indenture
trustee or
- exercising any trust or power conferred on the indenture trustee with
respect to that series
The holders of a majority in principal amount of the outstanding debt
securities of a series may waive any past default with respect to those
securities. Those holders may waive any default in the payment of principal,
premium, interest or any additional amounts, however, only if Valero:
- has cured the default and
- has deposited with the indenture trustee an amount sufficient to pay all
matured installments of principal and any premium, except those caused by
acceleration, and any interest and additional amounts
The indentures require Valero to file annually with the indenture trustee a
certificate as to its compliance with the conditions and covenants contained in
the indentures.
An event of default under the applicable indenture for a series of debt
securities will constitute an event of default under the declaration of trust
for the applicable series of preferred securities. A holder of preferred
securities may directly institute a proceeding against Valero for enforcement of
payment to that holder of its pro rata share of principal, premium, interest or
any additional amounts if:
- an event of default under the applicable declaration of trust has
occurred and is continuing and
- that event of default is attributable to Valero's failure to pay
principal, any premium, interest or additional amounts on the applicable
series of debt securities when due
In any such proceeding, Valero will be subrogated to the rights of the holder
under the applicable declaration of trust to the extent of any payment Valero
makes to the holder in the proceeding. Except as described in the preceding
sentences or in the prospectus supplement, the holders of preferred securities
will not be able to exercise directly any other remedy available to the holders
of the debt securities.
MODIFICATION OF THE INDENTURES
Valero and the indenture trustee may amend or supplement each indenture if
the holders of a majority in principal amount of the outstanding debt securities
of all series issued under that indenture and affected by the amendment or
supplement, acting as one class, consent to it. Without the consent of the
holder of each debt security affected, however, no amendment or supplement may:
- extend the fixed maturity of the security
- reduce the principal amounts of the security
- reduce the rate of or extend the time for payment of interest on the
security
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- reduce any premium payable on the redemption of the security
- reduce the amount of securities whose holders must consent to an
amendment, supplement or waiver
- impair the holder's right to receive payments on the security or to
institute suit for the enforcement of any payment on the security
- make any change in this provision for modification
- change any obligation to pay additional amounts on any security
- impair the right of any holder to convert or exchange a security for any
other security, if the securities are so convertible or exchangeable
Valero and the indenture trustee may amend or supplement each indenture
without the consent of any holders of the debt securities:
- to provide for the assumption of Valero's obligations under the indenture
by a successor upon any merger, consolidation or asset transfer
- to add covenants, restrictions, conditions, defaults or provisions for
the protection of the holders of the securities
- to cure any ambiguity or to correct or supplement any defect or
inconsistency
- to change any provision of that indenture effective after there are no
outstanding securities of any series entitled to the benefit of that
provision
- to provide for the issuance of securities in coupon form
- to provide for the acceptance of a successor or another trustee
- to qualify or maintain the qualification of that indenture under the
Trust Indenture Act of 1939
- to establish the form or terms of a series of securities
- to make any change that does not adversely affect the rights of any
holder of securities in any material respect
BOOK-ENTRY AND SETTLEMENT
Valero may issue the debt securities of a series in the form of one or more
global debt securities that would be deposited with a depositary or its nominee
identified in the prospectus supplement. The prospectus supplement will
describe:
- any circumstances under which beneficial owners may exchange their
interests in a global debt security for certificated debt securities of
the same series with the same total principal amount and the same terms
- the manner in which Valero will pay principal of and any premium and
interest on a global debt security
- the terms of any depositary arrangement and the rights and limitations of
owners of beneficial interests in any global debt security
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<PAGE> 47
CONSOLIDATION, MERGER AND SALE
Valero has agreed that we will consolidate with or merge into any entity or
transfer or dispose of all or substantially all of our assets to any entity only
if:
- Valero is the continuing corporation, or
- if Valero is not the continuing corporation, the successor is organized
and existing under the laws of any United States jurisdiction and assumes
all of Valero's obligations under the indenture and the debt securities,
and
- in either case, immediately after giving effect to the transaction, no
default or event of default would occur and be continuing
DEFEASANCE AND DISCHARGE
When we use the term defeasance, we mean discharge from the obligations
under an indenture. Valero will be discharged from its obligations with respect
to the debt securities of a series if:
- Valero deposits with the indenture trustee funds or government securities
sufficient to make payments on the debt securities of that series on the
dates those payments are due and payable
- no event of default with respect to the debt securities of that series
has occurred and is continuing on the date of deposit
- no event or condition under the subordination provisions described above
prevents Valero from making payments on the debt securities of that
series on the date of the deposit
- certain other conditions are satisfied
Unless we inform you otherwise in the prospectus supplement, Valero also will be
required to deliver to the indenture trustee a U.S. Internal Revenue Service
ruling or an opinion of counsel that the deposit and related defeasance would
not cause the holders of the debt securities to recognize income, gain or loss
for United States federal income tax purposes.
In addition, each indenture will cease to be of further effect with respect
to debt securities of a series when either:
- Valero has paid the principal of, any premium and interest on and any
additional amounts payable with respect to all the outstanding debt
securities of that series when due
- Valero has delivered all outstanding debt securities of that series to
the indenture trustee for cancellation or
- both
(a) all outstanding debt securities of that series not delivered to the
indenture trustee for cancellation have become due and payable, will
become due and payable within one year or are to be called for
redemption within one year, and
(b) Valero deposits with the indenture trustee funds or government
securities sufficient to make payments on the debt securities of that
series on the dates those payments are due and payable
For this provision to apply, Valero also must pay all other sums payable by it
under the indenture.
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<PAGE> 48
If Valero defeases a series of debt securities or if an indenture ceases to
be of further effect with respect to a series of debt securities, the holders of
those debt securities will not be entitled to the benefits of the indenture,
except for those benefits relating to:
- Valero's obligations:
- to register the transfer or exchange of debt securities
- to replace stolen, lost or mutilated debt securities
- to maintain paying agencies and hold moneys for payment in trust
- if the debt securities are convertible into other securities, to deliver
those securities upon conversion
- the rights of the holders of debt securities to receive payments when due
(but not upon acceleration)
- the rights, obligations and duties of the trustee
- the rights of the holders of debt securities to payment from property
deposited with the trustee
GOVERNING LAW
New York law will govern the indentures and the debt securities.
INFORMATION ABOUT THE INDENTURE TRUSTEE
The Bank of New York, a New York banking corporation, will be the trustee
under the junior subordinated (trust) indenture and the senior (trust)
indenture. Its address is 101 Barclay Street, Floor 21 West, New York, New York
10286.
If an event of default occurs and is continuing, the trustee will be
required to use the degree of care and skill of a prudent person in the conduct
of his own affairs. The trustee will become obligated to exercise any of its
powers under the indentures at the request of any of the holders of any debt
securities only after those holders have offered the trustee indemnity
reasonably satisfactory to it.
Each indenture contains limitations on the right of the trustee, if the
trustee becomes one of Valero's creditors, to obtain payment of claims or to
realize on certain property received for any such claim, as security or
otherwise. The trustee is permitted to engage in other transactions with Valero.
If the trustee acquires any conflicting interest, however, it must eliminate
that conflict or resign within 90 days after ascertaining that it has a
conflicting interest and after the occurrence of a default under the indenture,
unless that default has been cured, waived or otherwise eliminated within the
90-day period.
The Bank of New York is also the trustee under our senior indenture and our
subordinated indenture. Pursuant to the senior indenture, The Bank of New York
serves as trustee with regard to approximately $450,000,000 aggregate principal
amount of our senior unsecured notes and receives customary fees for its
services. Please read "About This Prospectus."
ASSIGNMENT
Valero may at any time assign any of its rights or obligations under each
indenture to an affiliate. Valero will, however, remain liable for all its
obligations. Valero also may assign each indenture to a successor in a merger,
consolidation or asset sale involving Valero permitted under that indenture.
SUBORDINATION UNDER THE JUNIOR SUBORDINATED (TRUST) INDENTURE
Under the junior subordinated (trust) indenture, payment of principal of,
any premium and interest on the junior subordinated debt (trust) securities will
generally be subordinated and junior in right of payment to the prior payment in
full of all senior debt of Valero.
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<PAGE> 49
The junior subordinated (trust) indenture generally provides that no
payment of principal, any premium or interest on the junior subordinated debt
(trust) securities may be made if Valero fails to pay the principal, premium,
interest or any other amounts on any senior debt when due, whether at maturity
or acceleration of maturity. This restriction on payment will continue until the
default has been cured or waived or has ceased to exist or until Valero has
discharged or paid the senior debt in full.
If the maturity of the junior subordinated debt (trust) securities is
accelerated, Valero will make no payments on those debt securities until the
holders of all senior debt are paid all principal, premium and interest then due
in full, including any amounts due upon acceleration. If Valero pays any amount
or distributes any assets to creditors in a liquidation, dissolution,
reorganization, bankruptcy or any similar proceeding, all senior debt (including
any senior debt securities issued to other trusts) will be paid first before any
payment is made on the junior subordinated debt (trust) securities.
The subordination does not affect Valero's obligation, which is absolute
and unconditional, to pay, when due, principal of, premium, if any, and interest
on the junior subordinated debt (trust) securities. In addition, the
subordination does not prevent the occurrence of any default under the
subordinated indenture.
The subordinated indenture will not limit the amount of senior debt that
Valero may incur. As a result of the subordination of the junior subordinated
debt (trust) securities, if Valero became insolvent, holders of junior
subordinated debt (trust) securities may receive less on a proportionate basis
than other creditors.
Unless we inform you otherwise in the prospectus supplement, the term
"senior debt" means the principal of and any premium and interest on "debt" of
Valero, but excludes any debt that:
- is without recourse
- states that it is subordinated to or ranks equal with the junior
subordinated debt (trust) securities
Unless we inform you otherwise in the prospectus supplement, the term
"debt" means:
- indebtedness for borrowed money
- obligations evidenced by bonds, debentures, notes or similar instruments
- undrawn obligations relating to letters of credit or similar instruments,
other than standby letters of credit and bid or performance bonds issued
in the ordinary course of business
- reimbursement obligations relating to drawn letters of credit and similar
instruments described in the preceding item if the drawing is reimbursed
within 30 business days following demand for reimbursement
- obligations to pay the deferred and unpaid purchase price of property or
services, except trade payables and accrued expenses incurred in the
ordinary course of business
- capitalized lease obligations
- debt of a third party secured by a lien on any asset of Valero
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<PAGE> 50
- debt of others guaranteed by Valero to the extent of the guarantee
- obligations for claims under derivative products
PLAN OF DISTRIBUTION
We may sell the offered securities in and outside the United States (a)
through underwriters or dealers, (b) directly to purchasers, including our
affiliates, (c) through agents or (d) through a combination of any of these
methods. The prospectus supplement will include the following information:
- the terms of the offering
- the names of any underwriters or agents
- the name or names of any managing underwriter or underwriters
- the purchase price of the securities from us
- the net proceeds to us from the sale of the securities
- any delayed delivery arrangements
- any underwriting discounts, commissions and other items constituting
underwriters' compensation
- any initial public offering price
- any discounts or concessions allowed or reallowed or paid to dealers
- any commissions paid to agents
SALE THROUGH UNDERWRITERS OR DEALERS
If we use underwriters in the sale, the underwriters will acquire the
securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing underwriters
or directly by one or more firms acting as underwriters. Unless we inform you
otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the
underwriters will be obligated to purchase all the offered securities if they
purchase any of them. The underwriters may change from time to time any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers.
During and after an offering through underwriters, the underwriters may
purchase and sell the securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling concessions
allowed to syndicate members or other broker-dealers for the offered securities
sold for their account may be reclaimed by the syndicate if the offered
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
If we use dealers in the sale of securities, we will sell the securities to
them as principals. They may then resell those securities to the public at
varying prices determined by the dealers at the time of resale. We will include
in the prospectus supplement the names of the dealers and the terms of the
transaction.
DIRECT SALES AND SALES THROUGH AGENTS
We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents we
designate from time to time. In the prospectus supplement,
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<PAGE> 51
we will name any agent involved in the offer or sale of the offered securities,
and we will describe any commissions payable by us to the agent. Unless we
inform you otherwise in the prospectus supplement, any agent will agree to use
its reasonable best efforts to solicit purchases for the period of its
appointment.
We may sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the Securities Act of
1933 with respect to any sale of those securities. We will describe the terms of
any such sales in the prospectus supplement.
DELAYED DELIVERY CONTRACTS
If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from certain types of institutions to
purchase securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions
described in the prospectus supplement. The prospectus supplement will describe
the commission payable for solicitation of those contracts.
GENERAL INFORMATION
We may have agreements with the agents, dealers and underwriters to
indemnify them against certain civil liabilities, including liabilities under
the Securities Act of 1933, or to contribute with respect to payments that the
agents, dealers or underwriters may be required to make. Agents, dealers and
underwriters may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.
LEGAL MATTERS
Richards, Layton & Finger, P.A., our special Delaware counsel and special
Delaware counsel to the trusts, will issue opinions about the legality of the
preferred securities, the enforceability of the applicable declaration of trust
and the creation of the trusts for us. Mr. Jay D. Browning, Esq., Managing
Attorney, Corporate Law and Secretary of Valero, will issue opinions about the
legality of Valero's guarantees and debt securities for us. Mr. Browning is our
employee and at December 31, 1999, beneficially owned 1,419 shares of our common
stock (including shares held under employee benefit plans) and held options
under our employee stock option plans to purchase an additional 28,412 shares of
our common stock. None of such shares or options were granted in connection with
the offering of the securities. Any underwriters will be advised about other
issues relating to any offering by their own legal counsel.
EXPERTS
Our audited consolidated financial statements incorporated by reference in
this prospectus from our annual report on Form 10-K for the year ended December
31, 1999 have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and is
incorporated in this prospectus by reference in reliance upon the authority of
said firm as experts in accounting and auditing in giving said report.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You can read and copy any materials we file with the
SEC at the SEC's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You can obtain information about the operation of the SEC's public
reference room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a
web site that contains information we file electronically with the SEC, which
you can access over the Internet at http://www.sec.gov. You can obtain
information about us at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
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This prospectus is part of a registration statement we have filed with the
SEC relating to the securities we may offer. As permitted by SEC rules, this
prospectus does not contain all of the information we have included in the
registration statement and the accompanying exhibits and schedules we file with
the SEC. You may refer to the registration statement, the exhibits and schedules
for more information about us and our securities. The registration statement,
exhibits and schedules are available at the SEC's public reference room or
through its web site.
INFORMATION WE INCORPORATE BY REFERENCE
We are incorporating by reference information we file with the SEC, which
means that we are disclosing important information to you by referring you to
those documents. The information we incorporate by reference is an important
part of this prospectus, and information that we file later with the SEC
automatically will update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all the securities:
- our annual report on Form 10-K for the year ended December 31, 1999
- the description of our common stock contained in our registration
statement on Form 8-A, as may be amended from time to time to update that
description
- the description of the rights associated with our common stock contained
in our registration statement on Form 8-A, as may be amended from time to
time to update that description
- our current report on Form 8-K dated March 17, 2000 and filed with the
SEC on March 20, 2000
You may request a copy of these filings (other than an exhibit to those
filings unless we have specifically incorporated that exhibit by reference into
the filing), at no cost, by writing or telephoning us at the following address:
Valero Energy Corporation
One Valero Place
San Antonio, Texas 78212
Attention: Investor Relations
Telephone: (210) 370-2139
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses payable by Valero Energy
Corporation (the "Company") in connection with the issuance and distribution of
the securities being registered. All the amounts shown are estimates, except the
registration fee.
<TABLE>
<S> <C>
Registration Fee......................................... $264,000
Printing and Engraving Expenses.......................... *
Legal Fees and Expenses.................................. *
Accounting Fees and Expenses............................. *
Fees and Expenses of Trustee and Counsel................. *
Rating Agency Fees....................................... *
Miscellaneous............................................ *
--------
Total.......................................... $ *
========
</TABLE>
- ---------------
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation contains a provision
that eliminates the personal liability of a director to the Company and its
stockholders for monetary damages for breach of fiduciary duty as a director to
the extent currently allowed under the Delaware General Corporation Law. If a
director were to breach such duty in performing his duties as a director,
neither the Company nor its stockholders could recover monetary damages from the
director, and the only course of action available to the Company's stockholders
would be equitable remedies, such as an action to enjoin or rescind a
transaction involving a breach of fiduciary duty. To the extent certain claims
against directors are limited to equitable remedies, the provision in the
Company's Restated Certificate of Incorporation may reduce the likelihood of
derivative litigation and may discourage stockholders or management from
initiating litigation against directors for breach of their fiduciary duty.
Additionally, equitable remedies may not be effective in many situations. If a
stockholder's only remedy is to enjoin the completion of the Board of Directors'
action, this remedy would be ineffective if the stockholder does not become
aware of a transaction or event until after it has been completed. In such a
situation, it is possible that the stockholders and the Company would have no
effective remedy against the directors. Under the Company's Restated Certificate
of Incorporation, liability for monetary damages remains for (i) any breach of
the duty of loyalty to the Company or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) payment of an improper dividend or improper repurchase or
redemption of the Company's stock under Section 174 of the Delaware General
Corporation Law, or (iv) any transaction from which the director derived an
improper personal benefit.
Under Article V of the Restated Certificate of Incorporation and Article
VIII of the Company's Restated By-laws as currently in effect and an
indemnification agreement with the Company's officers and directors (the
"Indemnification Agreement"), each person who is or was a director or officer of
the Company or a subsidiary of the Company, or who serves or served any other
enterprise or organization at the request of the Company or a subsidiary of the
Company, shall be indemnified by the Company to the full extent permitted by the
Delaware General Corporation Law.
Under such law, to the extent that such person is successful on the merits
in defense of a suit or proceeding brought against him by reason of the fact
that he is or was a director or officer of the Company, or serves or served any
other enterprise or organization at the request of the Company, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred in connection with such action.
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Under such law, if unsuccessful in defense of a third-party civil suit or a
criminal suit, or if such suit is settled, such a person shall be indemnified
against both (a) expenses, including attorneys' fees, and (b) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Company, and, with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.
If unsuccessful in defense of a suit brought by or in the right of the
Company, or if such a suit is settled, such a person shall be indemnified under
such law only against expenses (including attorneys' fees) actually and
reasonably incurred in the defense or settlement of such suit if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Company, except that if such person is adjudged to be
liable in such a suit for negligence or misconduct in the performance of his
duty to the Company, he cannot be made whole for expenses unless the court
determines that he is fairly and reasonably entitled to indemnity for such
expenses.
The Indemnification Agreement provides directors and officers with specific
contractual assurance that indemnification and advancement of expenses will be
available to them regardless of any amendments to or revocation of the
indemnification provisions of the Company's Restated By-laws. The
Indemnification Agreement provides for indemnification of directors and officers
against both stockholder derivative claims and third-party claims. Sections
145(a) and 145(b) of the Delaware General Corporation Law, which grant
corporations the power to indemnify directors and officers, specifically
authorize lesser indemnification in connection with derivative claims than in
connection with third-party claims. The distinction is that Section 145(a),
concerning third-party claims, authorizes expenses and judgments and amounts
paid in settlement (as is provided in the Indemnification Agreement), while
Section 145(b), concerning derivative suits, generally authorizes only
indemnification of expenses. However, Section 145(f) expressly provides that the
indemnification and advancement of expenses provided by or granted pursuant to
the subsections of Section 145 shall not be exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any agreement. No Delaware case directly answers the question whether
Delaware's public policy would support this aspect of the Indemnification
Agreement under the authority of Section 145(f), or would cause its invalidation
because it does not conform to the distinctions contained in Sections 145(a) and
145(b).
Delaware corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. The Company
currently has in effect a directors' and officers' liability insurance policy.
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ITEM 16. EXHIBITS*
<TABLE>
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of Valero
Energy Corporation, formerly known as Valero Refining and
Marketing Company, (filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No.
333-27013) and incorporated herein by reference)
4.2 Amended and Restated By-Laws of Valero Energy Corporation
(filed as Exhibit 3.3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 (SEC file
no. 1-13175) and incorporated herein by reference)
4.3 Rights Agreement, dated as of July 17, 1997, between Valero
Refining and Marketing Company and Harris Trust and Savings
Bank, as Rights Agent (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (Registration No.
333-31709) and incorporated herein by reference)
4.4 Indenture, between Valero Energy Corporation and Bank of New
York, dated as of December 12, 1997 (the "Senior Indenture")
(filed as Exhibit 3.4 to the Company's Registration
Statement on Form S-3 (Registration No. 333-56599) and
incorporated herein by reference)
**4.5 Form of Indenture related to subordinated debt securities
(the "Subordinated Indenture")
**4.6 Form of Indenture relating to junior subordinated debt
(trust) securities (the "Junior Subordinated (Trust)
Indenture")
**4.7 Form of Indenture relating to senior debt (trust) securities
(the "Senior (Trust) Indenture")
4.8.1 Declaration of Trust of VEC Trust I
4.8.2 Declaration of Trust of VEC Trust II
**4.9 Form of Amended and Restated Declaration of Trust
4.10.1 Certificate of Trust of VEC Trust I
4.10.2 Certificate of Trust of VEC Trust II
**4.11 Form of Preferred Security (included in Exhibit 4.9)
**4.12 Form of Preferred Securities Guarantee
**5.1 Opinion of Jay D. Browning, Esq.
**5.2.1 Opinion of Richards, Layton & Finger, P.A. relating to VEC
Trust I
**5.2.2 Opinion of Richards, Layton & Finger, P.A. relating to VEC
Trust II
12.1 Computation of ratio of earnings to fixed charges (filed as
Exhibit 12.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 (SEC file no.
1-13175) and incorporated herein by reference)
23.1 Consent of Arthur Andersen LLP
**23.2 Consent of Jay D. Browning (contained in Exhibit 5.1)
**23.3 Consent of Richards, Layton & Finger, P.A. (included in
Exhibits 5.2.1 and 5.2.2)
24.1 Powers of Attorney (included on the signature page)
25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as trustee
under the Senior Indenture, on Form T-1
25.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as trustee
under the Subordinated Indenture, on Form T-1
25.3 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as trustee
under the Junior Subordinated (Trust) Indenture, on Form T-1
</TABLE>
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<TABLE>
<C> <S>
25.4 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as trustee
under the Senior (Trust) Indenture, on Form T-1
25.5.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as property
trustee, relating to VEC Trust I, on Form T-1
25.5.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as property
trustee, relating to the VEC Trust II, on Form T-1
25.6.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as guarantee
trustee, relating to VEC Trust I, on Form T-1
25.6.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as guarantee
trustee, relating to VEC Trust II, on Form T-1
</TABLE>
- ---------------
* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting agreement relating to securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, preferred stock
or warrants and (iii) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby.
** To be filed by amendment.
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) of the Securities Act if, in
the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to section 13 or section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
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(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the 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 at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
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.
II-5
<PAGE> 58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on March 29, 2000.
VALERO ENERGY CORPORATION
By: /s/ WILLIAM E. GREEHEY
----------------------------------
William E. Greehey
Chairman of the Board, President
and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints William E. Greehey and Jay D. Browning, or
either of them, each with power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all subsequent pre- and post-effective amendments and supplements to this
registration statement, and to file the same, or cause to be filed the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ WILLIAM E. GREEHEY Director, Chairman of the March 29, 2000
- ----------------------------------------------------- Board, President and
William E. Greehey Chief Executive Officer
(Principal Executive
Officer)
/s/ JOHN D. GIBBONS Chief Financial Officer March 31, 2000
- ----------------------------------------------------- (Principal Financial and
John D. Gibbons Accounting Officer)
/s/ EDWARD C. BENNINGER Director March 29, 2000
- -----------------------------------------------------
Edward C. Benninger
/s/ RONALD K. CALGAARD Director March 31, 2000
- -----------------------------------------------------
Ronald K. Calgaard
/s/ DONALD M. CARLTON Director March 30, 2000
- -----------------------------------------------------
Donald M. Carlton
/s/ JERRY D. CHOATE Director March 30, 2000
- -----------------------------------------------------
Jerry D. Choate
</TABLE>
II-6
<PAGE> 59
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ROBERT G. DETTMER Director March 30, 2000
- -----------------------------------------------------
Robert G. Dettmer
/s/ RUBEN M. ESCOBEDO Director March 30, 2000
- -----------------------------------------------------
Ruben M. Escobedo
/s/ JAMES L. JOHNSON Director March 30, 2000
- -----------------------------------------------------
James L. Johnson
/s/ LOWELL H. LEBERMANN Director March 29, 2000
- -----------------------------------------------------
Lowell H. Lebermann
Director
- -----------------------------------------------------
Susan Kaufman Purcell
</TABLE>
II-7
<PAGE> 60
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, VEC Trust I
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on March 31, 2000.
VEC TRUST I
By: VALERO ENERGY CORPORATION,
as Sponsor
By: /s/ JAY D. BROWNING
----------------------------------
Jay D. Browning
Secretary
II-8
<PAGE> 61
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, VEC Trust II
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Antonio, State of Texas, on March 31, 2000.
VEC TRUST II
By: VALERO ENERGY CORPORATION,
as Sponsor
By: /s/ JAY D. BROWNING
----------------------------------
Jay D. Browning
Secretary
II-9
<PAGE> 62
INDEX TO EXHIBITS*
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of Valero
Energy Corporation, formerly known as Valero Refining and
Marketing Company, (filed as Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (Registration No.
333-27013) and incorporated herein by reference)
4.2 Amended and Restated By-Laws of Valero Energy Corporation
(filed as Exhibit 3.3 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999 (SEC file
no. 1-13175) and incorporated herein by reference)
4.3 Rights Agreement, dated as of July 17, 1997, between Valero
Refining and Marketing Company and Harris Trust and Savings
Bank, as Rights Agent (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-8 (Registration No.
333-31709) and incorporated herein by reference)
4.4 Indenture, between Valero Energy Corporation and Bank of New
York, dated as of December 12, 1997 (the "Senior Indenture")
(filed as Exhibit 3.4 to the Company's Registration
Statement on Form S-3 (Registration No. 333-56599) and
incorporated herein by reference)
**4.5 Form of Indenture related to subordinated debt securities
(the "Subordinated Indenture")
**4.6 Form of Indenture relating to junior subordinated debt
(trust) securities (the "Junior Subordinated (Trust)
Indenture")
**4.7 Form of Indenture relating to senior debt (trust) securities
(the "Senior (Trust) Indenture")
4.8.1 Declaration of Trust of VEC Trust I
4.8.2 Declaration of Trust of VEC Trust II
**4.9 Form of Amended and Restated Declaration of Trust
4.10.1 Certificate of Trust of VEC Trust I
4.10.2 Certificate of Trust of VEC Trust II
**4.11 Form of Preferred Security (included in Exhibit 4.9)
**4.12 Form of Preferred Securities Guarantee
**5.1 Opinion of Jay D. Browning, Esq.
**5.2.1 Opinion of Richards, Layton & Finger, P.A. relating to VEC
Trust I
**5.2.2 Opinion of Richards, Layton & Finger, P.A. relating to VEC
Trust II
12.1 Computation of ratio of earnings to fixed charges (filed as
Exhibit 12.1 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999 (SEC file no.
1-13175) and incorporated herein by reference)
23.1 Consent of Arthur Andersen LLP
**23.2 Consent of Jay D. Browning (contained in Exhibit 5.1)
**23.3 Consent of Richards, Layton & Finger, P.A. (included in
Exhibits 5.2.1 and 5.2.2)
24.1 Powers of Attorney (included on the signature page)
25.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as trustee
under the Senior Indenture, on Form T-1
25.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as trustee
under the Subordinated Indenture, on Form T-1
25.3 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as trustee
under the Junior Subordinated (Trust) Indenture, on Form T-1
</TABLE>
<PAGE> 63
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
25.4 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as trustee
under the Senior (Trust) Indenture, on Form T-1
25.5.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as property
trustee, relating to VEC Trust I, on Form T-1
25.5.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as property
trustee, relating to the VEC Trust II, on Form T-1
25.6.1 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as guarantee
trustee, relating to VEC Trust I, on Form T-1
25.6.2 Statement of Eligibility and Qualification under the Trust
Indenture Act of 1939 of The Bank of New York, as guarantee
trustee, relating to VEC Trust II, on Form T-1
</TABLE>
- ---------------
* The Company will file as an exhibit to a Current Report on Form 8-K (i) any
underwriting agreement relating to securities offered hereby, (ii) the
instruments setting forth the terms of any debt securities, preferred stock
or warrants and (iii) any required opinion of counsel to the Company as to
certain tax matters relative to securities offered hereby.
** To be filed by amendment.
<PAGE> 1
EXHIBIT 4.8.1
DECLARATION OF TRUST, dated as of March 22, 2000 between
Valero Energy Corporation, a Delaware corporation, as Sponsor (the "Sponsor"),
and The Bank of New York, as trustee (the "Property Trustee"), The Bank of New
York (Delaware), as trustee (the "Delaware Trustee"), and Jay D. Browning, as
trustee (the "Regular Trustee") (the Property Trustee, the Delaware Trustee and
the Regular Trustee, collectively the "Trustees"). The Sponsor and the Trustees
hereby agree as follows:
1. The Delaware business trust created hereby shall be known
as "VEC Trust I" (the "Trust"), in which name the Trustees, or the Sponsor to
the extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Trust the sum of $10. The Trust hereby acknowledges receipt of such
amount from the Sponsor, which amount shall constitute the initial trust estate.
It is the intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Section 3801 et seq. (the "Business Trust Act"), and that this
document constitutes the governing instrument of the Trust. The Trustees are
hereby authorized and directed to execute and file a certificate of trust with
the Secretary of State of the State of Delaware in the form attached hereto in
accordance with the provisions of the Business Trust Act. The Trust is hereby
established by the Sponsor and the Trustees for the purposes of (i) issuing
preferred securities representing undivided beneficial interests in the assets
of the Trust ("Preferred Securities") in exchange for cash and investing the
proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling
common securities representing an undivided beneficial interest in the assets of
the Trust ("Common Securities") to the Sponsor in exchange for cash and
investing the proceeds thereof in additional debt securities of the Sponsor and
(iii) engaging in such other activities as are necessary or incidental thereto.
3. The Sponsor and the Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party and substantially
in the form included as an exhibit to the Securities Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Sponsor, as the sponsor of the Trust, is hereby
authorized (i) to prepare and file with the Securities and Exchange Commission
(the "Commission") and execute, in each case on behalf of the Trust, (a) a
Registration Statement on Form S-3 or on such other form or forms as may be
appropriate, including without limitation any registration statement of the type
contemplated by Rule 462(b) of the Securities Act of 1933, as amended (the
"Securities Act") (any such registration statement, whether on Form S-3, another
form or under Rule 462(b) being referred to herein as the "Securities Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration under
the Securities Act of the Preferred Securities and certain other securities of
the Sponsor and (b) if the Sponsor shall deem it desirable, a Registration
Statement on Form 8-A (the
<PAGE> 2
"Exchange Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, relating to the registration of the Preferred
Securities under Section 12 of the Securities Exchange Act of 1934, as amended;
(ii) if the Sponsor shall deem it desirable, to prepare and file with New York
Stock Exchange, Inc. or any other automated quotation system, exchange or
over-the-counter market (collectively, the "Exchanges") and execute on behalf of
the Trust a listing application or applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any Exchange;
(iii) to prepare and file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Sponsor, on behalf of
the Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the
terms of and execute on behalf of the Trust an underwriting or other purchase
agreement among the Trust, the Sponsor and any underwriter(s), dealer(s) or
agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the
Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf
of the Trust letters or documents to, or instruments for filing with, a
depository relating to the Preferred Securities. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, any Exchange, the National Association of Securities Dealers,
Inc. or state securities or blue sky laws, to be executed on behalf of the Trust
by a Trustee, any natural person appointed pursuant to Section 6 hereof, in his
or her capacity as trustee of the Trust, and the Sponsor are hereby authorized
to join in any such filing and to execute on behalf of the Trust any and all of
the foregoing.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor that may increase or
decrease the number of Trustees; provided, however, that the number of Trustees
shall in no event be less than three (3); and provided, further that to the
extent required by the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity that has its principal place of business in the State of Delaware and
meets other requirements imposed by applicable law. Subject to the foregoing,
the Sponsor is entitled to appoint or remove without cause any Trustee at any
time. Any Trustee may resign upon thirty days' prior notice to the Sponsor.
7. The Trust may be dissolved and terminated at the election
of the Sponsor.
8. This Declaration of Trust shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principles).
2
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
VALERO ENERGY CORPORATION,
as Sponsor
By: /s/ Jay D. Browning
--------------------------------------
Jay D. Browning, Secretary
THE BANK OF NEW YORK,
as Property Trustee
By: /s/ Remo J. Reale
-------------------------------------
Name: Remo J. Reale
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee
By: /s/ John Nichols
-------------------------------------
Name: John Nichols
Title: President
JAY D. BROWNING,
as Regular Trustee
/s/ Jay D. Browning
------------------------------------------
<PAGE> 1
EXHIBIT 4.8.2
DECLARATION OF TRUST, dated as of March 22, 2000 between
Valero Energy Corporation, a Delaware corporation, as Sponsor (the "Sponsor"),
and The Bank of New York, as trustee (the "Property Trustee"), The Bank of New
York (Delaware), as trustee (the "Delaware Trustee"), and Jay D. Browning, as
trustee (the "Regular Trustee") (the Property Trustee, the Delaware Trustee and
the Regular Trustee, collectively the "Trustees"). The Sponsor and the Trustees
hereby agree as follows:
1. The Delaware business trust created hereby shall be known
as "VEC Trust II" (the "Trust"), in which name the Trustees, or the Sponsor to
the extent provided herein, may conduct the business of the Trust, make and
execute contracts, and sue and be sued.
2. The Sponsor hereby assigns, transfers, conveys and sets
over to the Trust the sum of $10. The Trust hereby acknowledges receipt of such
amount from the Sponsor, which amount shall constitute the initial trust estate.
It is the intention of the parties hereto that the Trust created hereby
constitute a business trust under Chapter 38 of Title 12 of the Delaware Code,
12 Del. Code Section 3801 et seq. (the "Business Trust Act"), and that this
document constitutes the governing instrument of the Trust. The Trustees are
hereby authorized and directed to execute and file a certificate of trust with
the Secretary of State of the State of Delaware in the form attached hereto in
accordance with the provisions of the Business Trust Act. The Trust is hereby
established by the Sponsor and the Trustees for the purposes of (i) issuing
preferred securities representing undivided beneficial interests in the assets
of the Trust ("Preferred Securities") in exchange for cash and investing the
proceeds thereof in debt securities of the Sponsor, (ii) issuing and selling
common securities representing an undivided beneficial interest in the assets of
the Trust ("Common Securities") to the Sponsor in exchange for cash and
investing the proceeds thereof in additional debt securities of the Sponsor and
(iii) engaging in such other activities as are necessary or incidental thereto.
3. The Sponsor and the Trustees will enter into an Amended and
Restated Declaration of Trust, satisfactory to each such party and substantially
in the form included as an exhibit to the Securities Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance of the Preferred Securities and Common
Securities referred to therein. Prior to the execution and delivery of such
Amended and Restated Declaration of Trust, the Trustees shall not have any duty
or obligation hereunder or with respect to the trust estate, except as otherwise
required by applicable law or as may be necessary to obtain prior to such
execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Sponsor, as the sponsor of the Trust, is hereby
authorized (i) to prepare and file with the Securities and Exchange Commission
(the "Commission") and execute, in each case on behalf of the Trust, (a) a
Registration Statement on Form S-3 or on such other form or forms as may be
appropriate, including without limitation any registration statement of the type
contemplated by Rule 462(b) of the Securities Act of 1933, as amended (the
"Securities Act") (any such registration statement, whether on Form S-3, another
form or under Rule 462(b) being referred to herein as the "Securities Act
Registration Statement"), including any pre-effective or post-effective
amendments to such Registration Statement, relating to the registration under
the Securities Act of the Preferred Securities and certain other securities of
the Sponsor
<PAGE> 2
and (b) if the Sponsor shall deem it desirable, a Registration Statement on Form
8-A (the "Exchange Act Registration Statement"), including all pre-effective and
post-effective amendments thereto, relating to the registration of the Preferred
Securities under Section 12 of the Securities Exchange Act of 1934, as amended;
(ii) if the Sponsor shall deem it desirable, to prepare and file with New York
Stock Exchange, Inc. or any other automated quotation system, exchange or
over-the-counter market (collectively, the "Exchanges") and execute on behalf of
the Trust a listing application or applications and all other applications,
statements, certificates, agreements and other instruments as shall be necessary
or desirable to cause the Preferred Securities to be listed on any Exchange;
(iii) to prepare and file and execute on behalf of the Trust such applications,
reports, surety bonds, irrevocable consents, appointments of attorney for
service of process and other papers and documents as the Sponsor, on behalf of
the Trust, may deem necessary or desirable to register the Preferred Securities
under the securities or "Blue Sky" laws of such jurisdictions as the Sponsor, on
behalf of the Trust, may deem necessary or desirable; (iv) to negotiate the
terms of and execute on behalf of the Trust an underwriting or other purchase
agreement among the Trust, the Sponsor and any underwriter(s), dealer(s) or
agent(s) relating to the Preferred Securities, as the Sponsor, on behalf of the
Trust, may deem necessary or desirable; and (v) to execute and deliver on behalf
of the Trust letters or documents to, or instruments for filing with, a
depository relating to the Preferred Securities. In the event that any filing
referred to in clauses (i)-(iii) above is required by the rules and regulations
of the Commission, any Exchange, the National Association of Securities Dealers,
Inc. or state securities or blue sky laws, to be executed on behalf of the Trust
by a Trustee, any natural person appointed pursuant to Section 6 hereof, in his
or her capacity as trustee of the Trust, and the Sponsor are hereby authorized
to join in any such filing and to execute on behalf of the Trust any and all of
the foregoing.
5. This Declaration of Trust may be executed in one or more
counterparts.
6. The number of Trustees initially shall be three (3) and
thereafter the number of Trustees shall be such number as shall be fixed from
time to time by a written instrument signed by the Sponsor that may increase or
decrease the number of Trustees; provided, however, that the number of Trustees
shall in no event be less than three (3); and provided, further that to the
extent required by the Business Trust Act, one Trustee shall either be a natural
person who is a resident of the State of Delaware or, if not a natural person,
an entity that has its principal place of business in the State of Delaware and
meets other requirements imposed by applicable law. Subject to the foregoing,
the Sponsor is entitled to appoint or remove without cause any Trustee at any
time. Any Trustee may resign upon thirty days' prior notice to the Sponsor.
7. The Trust may be dissolved and terminated at the election
of the Sponsor.
8. This Declaration of Trust shall be governed by, and
construed in accordance with, the laws of the State of Delaware (without regard
to conflict of laws principles).
2
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this
Declaration of Trust to be duly executed as of the day and year first above
written.
VALERO ENERGY CORPORATION,
as Sponsor
By: /s/ Jay D. Browning
--------------------------------------
Jay D. Browning, Secretary
THE BANK OF NEW YORK,
as Property Trustee
By: /s/ Remo J. Reale
-------------------------------------
Name: Remo J. Reale
Title: Vice President
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee
By: /s/ John Nichols
-------------------------------------
Name: John Nichols
Title: President
JAY D. BROWNING,
as Regular Trustee
/s/ Jay D. Browning
------------------------------------------
<PAGE> 1
EXHIBIT 4.10.1
CERTIFICATE OF TRUST
OF
VEC TRUST I
THIS CERTIFICATE OF TRUST of VEC Trust I (the "TRUST"), dated
as of March 22, 2000, is being duly executed and filed by the undersigned, as
trustees, with the Secretary of State of the State of Delaware to form a
business trust under the Delaware Business Trust Act (12 Del. Code Section 3801
et seq.).
1. Name. The name of the business trust being formed hereby is
"VEC Trust I."
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are The Bank of New York (Delaware), White Clay Center, Route 273, Newark,
Delaware 19711.
3. Effective Date. This Certificate of Trust shall be
effective at the time of its filing with the Secretary of State of the State of
Delaware.
4. Counterparts. This Certificate of Trust may be executed in
one or more counterparts.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned, being all of the trustees
of the Trust at the time of filing this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee
By: /s/ John Nichols
--------------------------------
Name: John Nichols
Title: President
THE BANK OF NEW YORK,
as Property Trustee
By: /s/ Remo J. Reale
--------------------------------
Name: Remo J. Reale
Title: Vice President
JAY D. BROWNING,
as Regular Trustee
/s/ Jay D. Browning
-------------------------------------
<PAGE> 1
EXHIBIT 4.10.2
CERTIFICATE OF TRUST
OF
VEC TRUST II
THIS CERTIFICATE OF TRUST of VEC Trust II (the "TRUST"), dated
as of March 22, 2000, is being duly executed and filed by the undersigned, as
trustees, with the Secretary of State of the State of Delaware to form a
business trust under the Delaware Business Trust Act (12 Del. Code Section 3801
et seq.).
1. Name. The name of the business trust being formed hereby is
"VEC Trust II."
2. Delaware Trustee. The name and business address of the
trustee of the Trust with a principal place of business in the State of Delaware
are The Bank of New York (Delaware), White Clay Center, Route 273, Newark,
Delaware 19711.
3. Effective Date. This Certificate of Trust shall be
effective at the time of its filing with the Secretary of State of the State of
Delaware.
4. Counterparts. This Certificate of Trust may be executed in
one or more counterparts.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned, being all of the trustees
of the Trust at the time of filing this Certificate of Trust, have executed this
Certificate of Trust as of the date first above written.
THE BANK OF NEW YORK (DELAWARE),
as Delaware Trustee
By: /s/ John Nichols
-----------------------------
Name: John Nichols
Title: President
THE BANK OF NEW YORK,
as Property Trustee
By: /s/ Remo J. Reale
-----------------------------
Name: Remo J. Reale
Title: Vice President
JAY D. BROWNING,
as Regular Trustee
/s/ Jay D. Browning
----------------------------------
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement of our report dated February 18,
2000, included in Valero Energy Corporation's Form 10-K for the year ended
December 31, 1999, and to all references to our firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
San Antonio, Texas
March 30, 2000
<PAGE> 1
EXHIBIT 25.1
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
VALERO ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 74-1828067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Valero Place 78212
San Antonio, Texas (Zip code)
(Address of principal executive offices)
---------------------------
Senior Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
-2-
<PAGE> 3
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
-------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1999, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $6,394,412
Interest-bearing balances........................... 3,966,749
Securities:
Held-to-maturity securities......................... 805,227
Available-for-sale securities....................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell................................ 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income..................................37,900,739
LESS: Allowance for loan and
lease losses...............................572,761
LESS: Allocated transfer risk
reserve.....................................11,754
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,316,224
Trading Assets......................................... 1,646,634
Premises and fixed assets (including capitalized
leases)............................................. 678,439
Other real estate owned................................ 11,571
Investments in unconsolidated subsidiaries and
associated companies................................ 183,038
Customers' liability to this bank on acceptances
outstanding......................................... 349,282
Intangible assets...................................... 790,558
Other assets........................................... 2,498,658
-----------
Total assets........................................... $60,242,491
===========
LIABILITIES
Deposits:
In domestic offices................................. $26,030,231
Noninterest-bearing.......................11,348,986
Interest-bearing..........................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 18,530,950
Noninterest-bearing..........................156,624
Interest-bearing..........................18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase............................ 2,094,678
Demand notes issued to the U.S. Treasury............... 232,459
Trading liabilities.................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less......... 863,201
With remaining maturity of more than one year
through three years............................... 449
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 351,286
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 3,055,031
-----------
Total liabilities...................................... 54,578,827
-----------
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities....................... (15,440)
Cumulative foreign currency translation adjustments.... (30,658)
-----------
Total equity capital................................... 5,663,664
-----------
Total liabilities and equity capital................... $60,242,491
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 25.2
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
VALERO ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 74-1828067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Valero Place 78212
San Antonio, Texas (Zip code)
(Address of principal executive offices)
---------------------------
Subordinated Debt Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
-2-
<PAGE> 3
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
-------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1999, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $6,394,412
Interest-bearing balances........................... 3,966,749
Securities:
Held-to-maturity securities......................... 805,227
Available-for-sale securities....................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell................................ 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income..................................37,900,739
LESS: Allowance for loan and
lease losses...............................572,761
LESS: Allocated transfer risk
reserve.....................................11,754
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,316,224
Trading Assets......................................... 1,646,634
Premises and fixed assets (including capitalized
leases)............................................. 678,439
Other real estate owned................................ 11,571
Investments in unconsolidated subsidiaries and
associated companies................................ 183,038
Customers' liability to this bank on acceptances
outstanding......................................... 349,282
Intangible assets...................................... 790,558
Other assets........................................... 2,498,658
-----------
Total assets........................................... $60,242,491
===========
LIABILITIES
Deposits:
In domestic offices................................. $26,030,231
Noninterest-bearing.......................11,348,986
Interest-bearing..........................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 18,530,950
Noninterest-bearing..........................156,624
Interest-bearing..........................18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase............................ 2,094,678
Demand notes issued to the U.S. Treasury............... 232,459
Trading liabilities.................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less......... 863,201
With remaining maturity of more than one year
through three years............................... 449
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 351,286
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 3,055,031
-----------
Total liabilities...................................... 54,578,827
-----------
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities....................... (15,440)
Cumulative foreign currency translation adjustments.... (30,658)
-----------
Total equity capital................................... 5,663,664
-----------
Total liabilities and equity capital................... $60,242,491
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 25.3
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
VALERO ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 74-1828067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Valero Place 78212
San Antonio, Texas (Zip code)
(Address of principal executive offices)
---------------------------
Junior Subordinated Debt (Trust) Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
-2-
<PAGE> 3
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
-------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1999, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $6,394,412
Interest-bearing balances........................... 3,966,749
Securities:
Held-to-maturity securities......................... 805,227
Available-for-sale securities....................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell................................ 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income..................................37,900,739
LESS: Allowance for loan and
lease losses...............................572,761
LESS: Allocated transfer risk
reserve.....................................11,754
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,316,224
Trading Assets......................................... 1,646,634
Premises and fixed assets (including capitalized
leases)............................................. 678,439
Other real estate owned................................ 11,571
Investments in unconsolidated subsidiaries and
associated companies................................ 183,038
Customers' liability to this bank on acceptances
outstanding......................................... 349,282
Intangible assets...................................... 790,558
Other assets........................................... 2,498,658
-----------
Total assets........................................... $60,242,491
===========
LIABILITIES
Deposits:
In domestic offices................................. $26,030,231
Noninterest-bearing.......................11,348,986
Interest-bearing..........................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 18,530,950
Noninterest-bearing..........................156,624
Interest-bearing..........................18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase............................ 2,094,678
Demand notes issued to the U.S. Treasury............... 232,459
Trading liabilities.................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less......... 863,201
With remaining maturity of more than one year
through three years............................... 449
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 351,286
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 3,055,031
-----------
Total liabilities...................................... 54,578,827
-----------
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities....................... (15,440)
Cumulative foreign currency translation adjustments.... (30,658)
-----------
Total equity capital................................... 5,663,664
-----------
Total liabilities and equity capital................... $60,242,491
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 25.4
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
VALERO ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 74-1828067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Valero Place 78212
San Antonio, Texas (Zip code)
(Address of principal executive offices)
---------------------------
Senior Debt (Trust) Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
-2-
<PAGE> 3
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
-------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1999, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $6,394,412
Interest-bearing balances........................... 3,966,749
Securities:
Held-to-maturity securities......................... 805,227
Available-for-sale securities....................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell................................ 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income..................................37,900,739
LESS: Allowance for loan and
lease losses...............................572,761
LESS: Allocated transfer risk
reserve.....................................11,754
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,316,224
Trading Assets......................................... 1,646,634
Premises and fixed assets (including capitalized
leases)............................................. 678,439
Other real estate owned................................ 11,571
Investments in unconsolidated subsidiaries and
associated companies................................ 183,038
Customers' liability to this bank on acceptances
outstanding......................................... 349,282
Intangible assets...................................... 790,558
Other assets........................................... 2,498,658
-----------
Total assets........................................... $60,242,491
===========
LIABILITIES
Deposits:
In domestic offices................................. $26,030,231
Noninterest-bearing.......................11,348,986
Interest-bearing..........................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 18,530,950
Noninterest-bearing..........................156,624
Interest-bearing..........................18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase............................ 2,094,678
Demand notes issued to the U.S. Treasury............... 232,459
Trading liabilities.................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less......... 863,201
With remaining maturity of more than one year
through three years............................... 449
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 351,286
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 3,055,031
-----------
Total liabilities...................................... 54,578,827
-----------
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities....................... (15,440)
Cumulative foreign currency translation adjustments.... (30,658)
-----------
Total equity capital................................... 5,663,664
-----------
Total liabilities and equity capital................... $60,242,491
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 25.5.1
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
VEC Trust I
(Exact name of obligor as specified in its charter)
Delaware Applied For
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Valero Place 78212
San Antonio, Texas (Zip code)
(Address of principal executive offices)
---------------------------
Preferred Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
-2-
<PAGE> 3
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
-------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1999, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $6,394,412
Interest-bearing balances........................... 3,966,749
Securities:
Held-to-maturity securities......................... 805,227
Available-for-sale securities....................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell................................ 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income..................................37,900,739
LESS: Allowance for loan and
lease losses...............................572,761
LESS: Allocated transfer risk
reserve.....................................11,754
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,316,224
Trading Assets......................................... 1,646,634
Premises and fixed assets (including capitalized
leases)............................................. 678,439
Other real estate owned................................ 11,571
Investments in unconsolidated subsidiaries and
associated companies................................ 183,038
Customers' liability to this bank on acceptances
outstanding......................................... 349,282
Intangible assets...................................... 790,558
Other assets........................................... 2,498,658
-----------
Total assets........................................... $60,242,491
===========
LIABILITIES
Deposits:
In domestic offices................................. $26,030,231
Noninterest-bearing.......................11,348,986
Interest-bearing..........................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 18,530,950
Noninterest-bearing..........................156,624
Interest-bearing..........................18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase............................ 2,094,678
Demand notes issued to the U.S. Treasury............... 232,459
Trading liabilities.................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less......... 863,201
With remaining maturity of more than one year
through three years............................... 449
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 351,286
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 3,055,031
-----------
Total liabilities...................................... 54,578,827
-----------
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities....................... (15,440)
Cumulative foreign currency translation adjustments.... (30,658)
-----------
Total equity capital................................... 5,663,664
-----------
Total liabilities and equity capital................... $60,242,491
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 25.5.2
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
VEC Trust II
(Exact name of obligor as specified in its charter)
Delaware Applied For
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Valero Place 78212
San Antonio, Texas (Zip code)
(Address of principal executive offices)
---------------------------
Preferred Securities
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
-2-
<PAGE> 3
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
-------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1999, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $6,394,412
Interest-bearing balances........................... 3,966,749
Securities:
Held-to-maturity securities......................... 805,227
Available-for-sale securities....................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell................................ 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income..................................37,900,739
LESS: Allowance for loan and
lease losses...............................572,761
LESS: Allocated transfer risk
reserve.....................................11,754
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,316,224
Trading Assets......................................... 1,646,634
Premises and fixed assets (including capitalized
leases)............................................. 678,439
Other real estate owned................................ 11,571
Investments in unconsolidated subsidiaries and
associated companies................................ 183,038
Customers' liability to this bank on acceptances
outstanding......................................... 349,282
Intangible assets...................................... 790,558
Other assets........................................... 2,498,658
-----------
Total assets........................................... $60,242,491
===========
LIABILITIES
Deposits:
In domestic offices................................. $26,030,231
Noninterest-bearing.......................11,348,986
Interest-bearing..........................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 18,530,950
Noninterest-bearing..........................156,624
Interest-bearing..........................18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase............................ 2,094,678
Demand notes issued to the U.S. Treasury............... 232,459
Trading liabilities.................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less......... 863,201
With remaining maturity of more than one year
through three years............................... 449
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 351,286
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 3,055,031
-----------
Total liabilities...................................... 54,578,827
-----------
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities....................... (15,440)
Cumulative foreign currency translation adjustments.... (30,658)
-----------
Total equity capital................................... 5,663,664
-----------
Total liabilities and equity capital................... $60,242,491
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 25.6.1
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
VALERO ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 74-1828067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Valero Place 78212
San Antonio, Texas (Zip code)
(Address of principal executive offices)
---------------------------
Guarantee of Preferred Securities of
VEC Trust I
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
-2-
<PAGE> 3
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
-------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1999, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $6,394,412
Interest-bearing balances........................... 3,966,749
Securities:
Held-to-maturity securities......................... 805,227
Available-for-sale securities....................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell................................ 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income..................................37,900,739
LESS: Allowance for loan and
lease losses...............................572,761
LESS: Allocated transfer risk
reserve.....................................11,754
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,316,224
Trading Assets......................................... 1,646,634
Premises and fixed assets (including capitalized
leases)............................................. 678,439
Other real estate owned................................ 11,571
Investments in unconsolidated subsidiaries and
associated companies................................ 183,038
Customers' liability to this bank on acceptances
outstanding......................................... 349,282
Intangible assets...................................... 790,558
Other assets........................................... 2,498,658
-----------
Total assets........................................... $60,242,491
===========
LIABILITIES
Deposits:
In domestic offices................................. $26,030,231
Noninterest-bearing.......................11,348,986
Interest-bearing..........................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 18,530,950
Noninterest-bearing..........................156,624
Interest-bearing..........................18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase............................ 2,094,678
Demand notes issued to the U.S. Treasury............... 232,459
Trading liabilities.................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less......... 863,201
With remaining maturity of more than one year
through three years............................... 449
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 351,286
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 3,055,031
-----------
Total liabilities...................................... 54,578,827
-----------
EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities....................... (15,440)
Cumulative foreign currency translation adjustments.... (30,658)
-----------
Total equity capital................................... 5,663,664
-----------
Total liabilities and equity capital................... $60,242,491
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
- --------------------------------------------------------------------------------
<PAGE> 1
EXHIBIT 25.6.2
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]
---------------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
---------------------------
VALERO ENERGY CORPORATION
(Exact name of obligor as specified in its charter)
Delaware 74-1828067
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Valero Place 78212
San Antonio, Texas (Zip code)
(Address of principal executive offices)
---------------------------
Guarantee of Preferred Securities of
VEC Trust II
(Title of the indenture securities)
================================================================================
<PAGE> 2
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE
TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------- --------------------------------------------
Name Address
- ---------------------------------------------------------------- --------------------------------------------
<S> <C>
Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006,
and Albany, N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
</TABLE>
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which
contains the authority to commence business and a grant of
powers to exercise corporate trust powers. (Exhibit 1 to
Amendment No. 1 to Form T-1 filed with Registration Statement
No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1
filed with Registration Statement No.
33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to
Form T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the
Act. (Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)
-2-
<PAGE> 3
7. A copy of the latest report of condition of the Trustee
published pursuant to law or to the requirements of its
supervising or examining authority.
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 22nd day of March, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
-------------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
-4-
<PAGE> 5
EXHIBIT 7
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries, a member of the Federal Reserve
System, at the close of business September 30, 1999, published in accordance
with a call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin.. $6,394,412
Interest-bearing balances........................... 3,966,749
Securities:
Held-to-maturity securities......................... 805,227
Available-for-sale securities....................... 4,152,260
Federal funds sold and Securities purchased under
agreements to resell................................ 1,449,439
Loans and lease financing receivables:
Loans and leases, net of unearned
income..................................37,900,739
LESS: Allowance for loan and
lease losses...............................572,761
LESS: Allocated transfer risk
reserve.....................................11,754
Loans and leases, net of unearned income,
allowance, and reserve............................ 37,316,224
Trading Assets......................................... 1,646,634
Premises and fixed assets (including capitalized
leases)............................................. 678,439
Other real estate owned................................ 11,571
Investments in unconsolidated subsidiaries and
associated companies................................ 183,038
Customers' liability to this bank on acceptances
outstanding......................................... 349,282
Intangible assets...................................... 790,558
Other assets........................................... 2,498,658
-----------
Total assets........................................... $60,242,491
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LIABILITIES
Deposits:
In domestic offices................................. $26,030,231
Noninterest-bearing.......................11,348,986
Interest-bearing..........................14,681,245
In foreign offices, Edge and Agreement
subsidiaries, and IBFs............................ 18,530,950
Noninterest-bearing..........................156,624
Interest-bearing..........................18,374,326
Federal funds purchased and Securities sold under
agreements to repurchase............................ 2,094,678
Demand notes issued to the U.S. Treasury............... 232,459
Trading liabilities.................................... 2,081,462
Other borrowed money:
With remaining maturity of one year or less......... 863,201
With remaining maturity of more than one year
through three years............................... 449
With remaining maturity of more than three years.... 31,080
Bank's liability on acceptances executed and
outstanding......................................... 351,286
Subordinated notes and debentures...................... 1,308,000
Other liabilities...................................... 3,055,031
-----------
Total liabilities...................................... 54,578,827
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EQUITY CAPITAL
Common stock........................................... 1,135,284
Surplus................................................ 815,314
Undivided profits and capital reserves................. 3,759,164
Net unrealized holding gains (losses) on
available-for-sale securities....................... (15,440)
Cumulative foreign currency translation adjustments.... (30,658)
-----------
Total equity capital................................... 5,663,664
-----------
Total liabilities and equity capital................... $60,242,491
===========
</TABLE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
Thomas A. Reyni )
Alan R. Griffith ) Directors
Gerald L. Hassell )
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