SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment No. 2
VALERO NATURAL GAS PARTNERS, L.P.
(Name of Issuer)
Common Units of Limited Partner Interests
(Title of Class of Securities)
918906 20 7
(CUSIP Number)
Rand C. Schmidt, Esq., 530 McCullough Avenue, San Antonio, Texas
78215 (210) 246-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 31, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with this
statement . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent
of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Valero Energy Corporation
74-1244795
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
18,486,538 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
18,486,538 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,486,538 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON (See Instructions)
HC; CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Valero Natural Gas Company
74-2231209
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
18,448,457 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
18,448,457 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,448,457 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.8%
14 TYPE OF REPORTING PERSON (See Instructions)
HC; CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
VNGC Holding Company
(I.R.S. No. Applied For)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
18,448,457 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
18,448,457 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,448,457 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
99.8%
14 TYPE OF REPORTING PERSON (See Instructions)
HC; CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
VT Company
74-1405171
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
7,374,282 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
7,374,282 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,374,282 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
VM Company
74-2068286
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
510,970 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
510,970 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
510,970 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
VH Company
74-2068282
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
412,626 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
412,626 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
412,626 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Rio Pipeline Company
74-2452447
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
214,051 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
214,051 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
214,051 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Val Gas Company
74-2098986
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
117,965 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
117,965 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
117,965 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6 %
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Valero Management Company
74-2068275
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY WNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
38,081 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
38,081 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,081 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Reata Industrial Gas Company
74-2205853
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
42,552 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
42,552 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
42,552 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Valero Gathering Company
74-2068301
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
25,210 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
25,210 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,210 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
VLDC Company
74-2381456
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
15,126 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
15,126 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,126 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
V.H.C. Pipeline Company
74-2301725
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
14,476 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
14,476 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,476 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
CUSIP No. 918906 20 7 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Valero Industrial Gas Company
74-2289917
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
None
8 SHARED VOTING POWER
9,280 Common Units (see Item 5)
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
9,280 Common Units (see Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,280 Common Units
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
<PAGE>
Amendment No. 2 to Schedule 13D
This Amendment No. 2 to the Schedule 13D dated October 16,
1993 (the "Schedule 13D") is filed to reflect information
required pursuant to Rule 13d-2 of the Securities and Exchange
Act of 1934, as amended. All capitalized terms not otherwise
defined herein shall have the meanings set forth in the Schedule
13D.
Item 2. Identity and Background
The information appearing under "Item 2. Identity and
Background" is amended in its entirety as follows:
"This statement is being filed by the corporations
identified below:
<TABLE>
<S> <C> <C>
(1) Name: Valero Energy Corporation
State of Organization: Delaware
Principal Business: Holding Company
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(2) Name: Valero Natural Gas Company
State of Organization: Delaware
Principal Business: Holding Company
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(3) Name: VT Company
State of Organization: Delaware
Principal Business: Investment Holding Company
Address of Principal Business: c/o Delaware Corporate Management
1105 N. Market Street, Suite 1300
Wilmington, DE 19890
Address of Principal Office: c/o Delaware Corporate Management
1105 N. Market Street, Suite 1300
Wilmington, DE 19890
(4) Name: VH Company
State of Organization: Delaware
Principal Business: Investment Holding Company
Address of Principal Business: c/o Delaware Corporate Management
1105 N. Market Street, Suite 1300
Wilmington, DE 19890
Address of Principal Office: c/o Delaware Corporate Management
1105 N. Market Street, Suite 1300
Wilmington, DE 19890
(5) Name: VM Company
State of Organization: Delaware
Principal Business: Investment Holding Company
Address of Principal Business: c/o Delaware Corporate Management
1105 N. Market Street, Suite 1300
Wilmington, DE 19890
Address of Principal Office: c/o Delaware Corporate Management
1105 N. Market Street, Suite 1300
Wilmington, DE 19890
(6) Name: Valero Industrial Gas Company
State of Organization: Delaware
Principal Business: General Partner, Valero Industrial Gas, L.P.
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(7) Name: V.H.C. Pipeline Company
State of Organization: Delaware
Principal Business: General Partner, V.H.C. Pipeline, L.P.
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(8) Name: Valero Gas Marketing Company
State of Organization: Delaware
Principal Business: General Partner, Valero Gas Marketing, L.P.
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(9) Name: Valero Gathering Company
State of Organization: Delaware
Principal Business: General Partner, Valero Gathering, L.P.
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(10) Name: Reata Industrial Gas Company
State of Organization: Delaware
Principal Business: General Partner, Reata Industrial Gas, L.P.
and Rivercity Gas, L.P.
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(11) Name: Rio Pipeline Company
State of Organization: Delaware
Principal Business: General Partner, Rio Pipeline, L.P.
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(12) Name: VLDC Company
State of Organization: Delaware
Principal Business: General Partner, VLDC, L.P.
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(13) Name: Val Gas Company
State of Organization: Delaware
Principal Business: General Partner, Val Gas, L.P.
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(14) Name: Valero Management Company
State of Organization: Delaware
Principal Business: Management Services
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
(15) Name: VNGC Holding Company
State of Organization: Delaware
Principal Business: Holding Company
Address of Principal Business: 530 McCullough Avenue
San Antonio, TX 78215
Address of Principal Office: 530 McCullough Avenue
San Antonio, TX 78215
</TABLE>
"The following natural persons are executive officers and/or
directors of one or more of the corporations named above. The
number(s) in parenthesis appearing next to the name of each such
person corresponds to the number appearing in parenthesis prior
to the name of each corporation and indicates the corporation(s)
of which such person is an officer and/or director:
<TABLE>
<S> <C>
Name: Edward C. Benninger
(1)(2)(6)(7)(8)(9)(10)(11)(12)(13)(15)
Business Address: 1200 Smith, Suite 900
Houston, TX 77002-4396
Present Principal Occupation: Executive Vice President, Valero Energy Corporation
Citizenship: United States
Name: Ronald K. Calgaard (2)
Business Address: 715 Stadium Drive
San Antonio, TX 78284
Present Principal Occupation: President, Trinity University
Citizenship: United States
Name: Terrence E. Ciliske (6)(8)(10)(12)(13)
Business Address: 1200 Smith, Suite 900
Houston, TX 77002-4396
Present Principal Occupation: Senior Vice President, Valero Gas Marketing Company
Citizenship: United States
Name: Tom L. Cook (14)
Business Address: 1200 Smith, Suite 900
Houston, TX 77002-4396
Present Principal Occupation: Senior Vice President, Valero Management Company
Citizenship: United States
Name: C. Douglas Cooper (14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President, Valero Management Company
Citizenship: United States
Name: Luis A. de la Garza (14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President Corporate Relations, Valero Management Company
Citizenship: United States
Name: Robert G. Dettmer (1)
Business Address: 700 Anderson Hill Road
Purchase, NY 10577
Present Principal Occupation: Executive Vice President and Chief Financial Officer, Pepsico, Inc.
Citizenship: United States
Name: A. Ray Dudley (1)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Retired
Citizenship: United States
Name: John W. Ehlers (7)(9)(11)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: President and Chief Operating Officer
Valero Hydrocarbons Company
Citizenship: United States
Name: Ruben M. Escobedo (2)
Business Address: 924 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Certified Public Accountant
Citizenship: United States
Name: Peter A. Fasullo (7)(8)(10)
Business Address: 1200 Smith, Suite 900
Houston, TX 77002-4396
Present Principal Occupation: Senior Vice President, Valero Hydrocarbons Company
Citizenship: United States
Name: Steven E. Fry (1)(2)(14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President Administration, Valero Energy Corporation
Citizenship: United States
Name: Jerry J. Fulton (14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President, Valero Management Company
Citizenship: United States
Name: William E. Greehey (1)(2)(14)(15)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Chairman of the Board and Chief Executive Officer,
Valero Energy Corporation
Citizenship: United States
Name: James A. Greenwood (3)(4)(5)
Business Address: 1350 I Street N.W., Suite 1240
Washington, DC 20005-3305
Present Principal Occupation: President and Treasurer, VT Company
Citizenship: United States
Name: Gary E. Harris (6)(8)(10)(12)(13)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President, Valero Gas Marketing Company
Citizenship: United States
Name: Denison H. Hatch, Jr. (3)(4)(5)
Business Address: Morris, Nichols, Arsht & Tunnel
1201 North Market Street
Wilmington, DE 19899
Present Principal Occupation: Attorney, Morris, Nichols, Arsht & Tunnell
Citizenship: United States
Name: Don M. Heep (1)(2)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Senior Vice President and Chief Financial Officer, Valero Energy Corporation
Citizenship: United States
Name: James L. (Rocky) Johnson (1)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Chairman Emeritus, GTE Corporation
Citizenship: United States
Name: John H. Krueger (14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Controller, Valero Energy Corporation
Citizenship: United States
Name: Leroy O. Lamprecht (6)(10)(12)(13)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President, Reata Industrial Gas Company
Citizenship: United States
Name: William N. Latham (14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President, Valero Management Company
Citizenship: United States
Name: Lowell H. Lebermann (1)
Business Address: P.O. Box 5339
Austin, TX 78763
Present Principal Occupation: President, Centex Beverage, Inc.
Citizenship: United States
Name: Dora Lilly (3)(4)(5)
Business Address: Wilmington Trust Company
Rodney Square North
Wilmington, DE 19890
Present Principal Occupation: Senior Financial Services Officer
Citizenship: United States
Name: Stan L. McLelland (1)(2)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Executive Vice President and General Counsel, Valero Energy Corporation
Citizenship: United States
Name: Larry N. Reed (9)(11)(13)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President Engineering, Valero Transmission Company
Citizenship: United States
Name: Rand C. Schmidt (14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Corporate Secretary, Valero Energy Corporation
Citizenship: United States
Name: Mark Stavinoha (6)(7)(8)(9)(10)(11)(12)(13)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Controller, Valero Transmission Company
Citizenship: United States
Name: Joseph C. Theis (14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President, Valero Management Company
Citizenship: United States
Name: Philip K. Verleger, Jr. (1)
Business Address: 11 Dupont Circle NW, Suite 620
Washington, DC 20036-1207
Present Principal Occupation: Independent Economic Consultant and a Visiting Fellow at the
Institute for International Economics
Citizenship: United States
Name: Mack Wallace (2)
Business Address: 900 One Congress Plaza
111 Congress
Austin, TX 78701
Present Principal Occupation: Partner, Hughes & Luce
Citizenship: United States
Name: Greg A. Wright (3)(4)(5)(14)
Business Address: 530 McCullough Avenue
San Antonio, TX 78215
Present Principal Occupation: Vice President, Valero Management Company
Citizenship: United States
Name: Martin H. Zolkoski (6)(7)(8)(10)(12)(13)
Business Address: 1200 Smith, Suite 900
Houston, TX 77002-4396
Present Principal Occupation: Vice President, Valero Gas Marketing Company
Citizenship: United States
</TABLE>
"During the last five years, no person named above has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
"During the last five years, no person named above was a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which such person was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws."
Item 3. Source and Amount of Funds or Other Consideration
The information appearing in the fourth paragraph under
"Item 3. Source and Amount of Funds or Other Consideration" of
the Schedule 13D is hereby amended to read as follows:
"As is more fully described in Item 4, below, the Board of
Directors of Valero Energy Corporation ("VEC") approved a
proposal to merge Valero Natural Gas Partners, L.P. ("VNGP,
L.P.") with a wholly owned subsidiary partnership of VEC. The
merger was approved and completed on May 31, 1994, and the Common
Units which were publicly held have been converted into a right
to receive cash in the amount of $12.10 per Common Unit."
Item 4. Purpose of Transaction
The information appearing under "Item 4. Purpose of
Transaction" of the Schedule 13D is hereby amended to read as
follows:
"VNGP, L.P. is a limited partnership organized under the
Delaware Uniform Limited Partnership Act. Pursuant to the terms
of the Second Amended and Restated Partnership Agreement (the
"Partnership Agreement") of VNGP, L.P., the limited partner
interest in VNGP, L.P. was represented, immediately prior to the
termination of the Preference Period described below, by
Preference Units, which were registered under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and listed
on the New York Stock Exchange (the "Exchange"), and by Common
Units, all of which were held by subsidiaries of VEC and which
theretofore were not registered under the Exchange Act or listed
on the Exchange. On May 31, 1992, VNGP, L.P. paid a distribution
on the Preference Units which, when aggregated with all prior
distributions in respect of the Preference Units, resulted in the
distribution of the Preferred Return (as defined in the
Partnership Agreement) to holders of the Preference Units. The
Partnership Agreement provides that upon distribution of the
Preferred Return the Preference Period automatically terminates
and each Preference Unit is converted automatically into and
becomes one Common Unit. Accordingly, upon the termination of
the Preference Period, the limited partner interest in VNGP, L.P.
was represented entirely by Common Units. Effective June 1,
1992, the Common Units were for the first time registered under
Section 12 of the Exchange Act and listed on the Exchange.
Pursuant to a letter dated June 5, 1992, from the Office of
Tender Offers, Division of Corporation Finance, the staff of the
Commission concurred that the ownership of the Common Units by
VEC and its subsidiaries could be reported on Schedule 13G rather
than Schedule 13D. On June 22, 1992, VEC and certain of its
subsidiaries filed a Schedule 13G (the "Original Schedule")
reporting their ownership of Common Units. The Original Schedule
was amended by Amendment No. 1 to Schedule 13G, filed with the
Commission on January 7, 1993 ("Amendment No. 1"). The Original
Schedule and Amendment No. 1 were filed pursuant to the June 5,
1992 letter.
"On October 16, 1993, the Board of Directors of VEC
considered and approved a proposal pursuant to which VNGP, L.P.
would merge with a wholly owned subsidiary partnership of VEC
(the "Merger"). Accordingly, VEC and certain of its subsidiaries
filed the Schedule 13D dated October 16, 1993, in connection with
the proposal. At a meeting of the Board of Directors of VNGC
held on October 17, 1993, such proposal was presented to the
Board of Directors of VNGC in its capacity as general partner of
VNGP, L.P. The Board of Directors of VNGC appointed a special
committee consisting of three directors of VNGC who do not hold
any other position with VEC, VNGC or their respective
subsidiaries (the "Special Committee") to consider the proposal.
VEC and the Special Committee reached an agreement concerning the
proposed Merger, resulting in the execution of an Agreement of
Merger dated December 20, 1993 among VNGP, L.P., VNGC, Valero
Merger Partnership, L.P. and VEC (the "Merger Agreement").
Pursuant to the Merger Agreement, the Common Units held by
persons other than VEC and its subsidiaries (the "Public
Unitholders") were converted into the right to receive cash in
the amount of $12.10 per Common Unit from VNGC. The merger
contemplated by the Merger Agreement was approved by the Public
Unitholders and completed on May 31, 1994. The Common Units held
by subsidiaries of VEC have remained outstanding, the 1% general
partner interest of VNGC in VNGP, L.P has remained outstanding
and VNGP, L.P. is the surviving entity and is now a wholly owned
subsidiary of VEC. Additionally, pursuant to the Merger
Agreement, immediately following the merger VNGP, L.P. issued
9,711,919 additional Common Units to VNGC in consideration of
VNGC's agreement to pay the cash amount payable to the Public
Unitholders. The ownership of the Management Partnership and
Subsidiary Operating Partnerships has remained unchanged, but as
a result of the transaction, each is now an indirect wholly owned
subsidiary of VEC.
"In March 1994, VEC issued and sold an aggregate of
3,450,000 shares of its $3.125 Convertible Preferred Stock (the
"Preferred Stock"). VEC utilized the net proceeds from the
issuance and sale of the Preferred Stock to fund the Merger.
"As a result of the consummation of the Merger, VNGP, L.P.
has become a wholly owned subsidiary of VEC. As the sole
stockholder of VNGC, VEC has the corporate power to elect all of
the directors of VNGC, which serves as General Partner of VNGP,
L.P. The Board of Directors of VNGC currently includes three
members who are not otherwise affiliated with VEC principally
because of an Exchange requirement that entities whose securities
are traded on the Exchange have an independent audit committee.
As a wholly owned subsidiary of VEC following the Merger, VNGP,
L.P. would no longer be subject to this requirement and VEC
intends to restructure the VNGC Board so as to include only
persons who are otherwise officers or employees of VEC or its
subsidiaries.
"VEC has no specific plans to sell or transfer any material
part of the assets of VNGP, L.P., change the capitalization of
VNGP, L.P., or make any other material change in its structure or
its Partnership Agreement. However, VEC has commenced an
evaluation of the organizational structure, distribution policy,
capitalization and assets, and of the Partnership Agreement, of
the Partnership and is likely to make changes commensurate with
its position as sole stockholder of VNGC and sole owner of VNGP,
L.P. Following the Merger, VEC anticipates that its principal
business focus will be on maintaining the operations of its
refinery and on improving and expanding the operations of VNGP,
L.P. through capital additions and by taking advantage of
business opportunities that benefit the business operations of
VNGP, L.P. The Merger is expected to facilitate financing
arrangements, including capital contributions and distributions,
between VEC and VNGP, L.P. because the interest of the Public
Unitholders will no longer require consideration. VEC has
restructured the short-term credit lines of VNGP, L.P. by
consolidating its revolving credit facilities with the revolving
credit and letter of credit facilities of VNGP, L.P. into a
single unsecured revolving credit and letter of credit facility
at the VEC level.
"The Merger will benefit VEC by eliminating the management
time and costs associated with external reporting and disclosure.
The Common Units have ceased to trade on the Exchange and VEC
expects that they will be delisted, and that the Common Units
will be eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act. VEC reserves the right,
commensurate with its position as sole beneficial holder of VNGP,
L.P., to modify, amend or terminate the plans and proposals
described above at any time or from time to time and to develop
additional plans or proposals with respect to VNGP, L.P. or the
Common Units."
Item 5. Interest in Securities of the Issuer
The information appearing under "Item 5. Interest in
Securities of the Issuer" of the Schedule 13D is hereby amended
to read in its entirety as follows:
"VEC owns all of the issued and outstanding shares of
capital stock of VNGC, VNGC Holding Company and Valero Management
Company. VNGC owns all of the issued and outstanding shares of
capital stock of VT Company, VH Company, VM Company, Rio Pipeline
Company, Val Gas Company, Reata Industrial Gas Company, Valero
Gathering Company, VLDC Company, V.H.C. Pipeline Company and
Valero Industrial Gas Company. Each of the subsidiaries of VNGC
mentioned in the preceding sentence and Valero Management Company
owns or may be deemed to have shared voting power or shared
disposition power with respect to the number of Common Units set
forth in Item 11 on the cover pages attached hereto. Neither
VEC, VNGC Holding Company nor VNGC directly owns any Common
Units. There is no agreement or understanding between VEC, VNGC
Holding Company, VNGC and such subsidiaries with respect to the
voting or disposition of the Common Units; however, because of
the above-described relationship between VEC, VNGC Holding
Company, VNGC and the various subsidiaries identified herein,
VEC, VNGC Holding Company and/or VNGC may be deemed for purposes
of Rule 13d-3 under the Exchange Act, to share voting and/or
investment power with respect to such Common Units. The filing
of this Schedule 13D shall not be construed to affirm any sharing
of voting or investment power with respect to such Common Units.
VNGC Holding Company was incorporated on May 12, 1994. VNGC
Holding Company is a wholly owned subsidiary of VEC, and its
principal asset is the stock of VNGC.
"(a) The aggregate number and percentage of Common Units
beneficially owned by each reporting person named in Item 2 is as
follows:
Company Name Units Percentage
Valero Energy Corporation. . . . . 18,486,538 100%
VNGC Holding Company . . . . . . . 18,448,457 99.8%
Valero Natural Gas Company . . . . 18,448,457 99.8%
VT Company . . . . . . . . . . . . 7,374,282 39.9%
VM Company . . . . . . . . . . . . 510,970 2.8%
VH Company . . . . . . . . . . . . 412,626 2.2%
Rio Pipeline Company . . . . . . . 214,051 1.2%
Val Gas Company. . . . . . . . . . 117,965 0.6%
Reata Industrial Gas Company . . . 42,552 0.2%
Valero Management Company. . . . . 38,081 0.2%
Valero Gathering Company . . . . . 25,210 0.1%
VLDC Company . . . . . . . . . . . 15,126 0.1%
V.H.C. Pipeline Company. . . . . . 14,476 0.1%
Valero Industrial Gas Company. . . 9,280 0.1%
"(b) Each reporting person named in paragraph (a) above may
be deemed to have shared power to vote and to dispose of the
number of Common Units set forth opposite its name. See Item 5.
"(c) Except as described in Item 4, there have been no
transactions in the Common Units effected during the sixty days
preceding the filing of this statement by any of the reporting
persons named in Item 2.
"(d) Not applicable.
"(e) Not applicable.
"As a result of the legal relationship among the reporting
persons described in this Item 6, VEC, VNGC Holding Company and
VNGC may be deemed to be beneficial owners of the number of
Common Units on the respective cover pages of this statement.
The filing of this statement shall not be construed as an
admission that any of VEC, VNGC Holding Company or VNGC is, for
the purposes of Section 13(d) or 13(g) of the Securities Exchange
Act of 1934, as amended, the beneficial owner of such Common
Units."
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
VALERO ENERGY CORPORATION
VNGC HOLDING COMPANY
Date: June , 1994 By: /s/ Stan L. McLelland
Stan L. McLelland
Executive Vice President and
General Counsel
VALERO NATURAL GAS COMPANY
RIO PIPELINE COMPANY
VAL GAS COMPANY
REATA INDUSTRIAL GAS COMPANY
VALERO GATHERING COMPANY
VLDC COMPANY
V.H.C. PIPELINE COMPANY
VALERO INDUSTRIAL GAS COMPANY
VALERO MANAGEMENT COMPANY
VT COMPANY
VM COMPANY
VH COMPANY
By: VALERO ENERGY CORPORATION, as
attorney-in-fact and agent
Date: June , 1994 By: Stan L. McLelland
Stan L. McLelland
Executive Vice President and
General Counsel
