Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 74-1244795
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
530 McCullough Avenue
San Antonio, Texas 78215 78215
(Address of Principal Executive Offices) (Zip Code)
VALERO ENERGY CORPORATION THRIFT PLAN
(Full title of the plan)
RAND C. SCHMIDT, ESQ.
Corporate Secretary
530 McCullough Avenue
San Antonio, Texas 78215
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of Securiites Amount to be price per offering registration
to be registered registered(1) share(2) price(2) fee
<S> <C> <C> <C> <C>
Common Stock, Par
Value $1. . . . . . 1,000,000 shares $21.25 $21,250,000 $7,327.59
Preference Share
Purchase Rights(3). 1,000,000 shares n/a
</TABLE>
(1) Additional shares reserved for issuance under the Thrift
Plan. 2,791,687 shares of Common Stock have previously been
registered under the Securities Act of 1933 for possible issuance
under the Thrift Plan. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this registration statement
also covers an indeterminate amount of interests to be offered or
sold pursuant to the Thrift Plan.
(2) Prices are estimated pursuant to Rule 457(c) solely for the
purpose of calculating the registration fee, and represent the
average of the high and low prices of a share of the Common Stock
on March 2, 1994, as reported in the New York Stock Exchange-
Composite Transactions listing for such date.
(3) Until the Distribution Date (as defined in the Amended and
Restated Rights Agreement filed as an Exhibit hereto) the
Preference Share Purchase Rights trade with and are represented
by the certificates for the Common Stock.
This Registration Statement on Form S-8 is filed to register
for issuance pursuant to the Valero Energy Corporation Thrift
Plan the number of additional shares of Valero Energy Corporation
Common Stock set forth on the cover page. Four prior
Registration Statements (Registration Nos. 2-66297, 2-82001,
2-97043 and 33-23103) have been filed with respect to shares
issuable under the Thrift Plan. In accordance with General
Instruction E to Form S-8, the contents of Registration Statement
No. 33-23103 are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Stock offered
hereby will be passed upon for Valero Energy Corporation
("Energy") by Rand C. Schmidt, Esq., Corporate Secretary and
Managing Attorney of Energy. Mr. Schmidt is an employee of
Energy and at February 28, 1994, beneficially owned approximately
9,000 shares of Energy's Common Stock (including shares held
under employee benefit plans) and held options under employee
stock option plans of Energy to purchase an additional 18,676
shares of Energy's Common Stock.
The audited consolidated financial statements and schedules
of Energy together with its subsidiaries contained in the Form
10-K and incorporated by reference herein have been audited by
Arthur Andersen & Co., independent public accountants, as
indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report.
Item 6. Indemnification of Directors and Officers.
Energy's Restated Certificate of Incorporation, as amended
(the "Restated Certificate of Incorporation"), contains a
provision that eliminates the personal liability of a director to
Energy and its stockholders for monetary damages for breach of
his fiduciary duty as a director to the extent currently allowed
under the Delaware General Corporation Law. Except as provided
below, if a director were to breach such duty in performing his
duties as a director, neither Energy nor its stockholders could
recover monetary damages from the director, and the only course
of action available to Energy'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 Energy'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 Energy would have no effective
remedy against the directors. Under Energy's Restated
Certificate of Incorporation, liability for monetary damages
remains for (i) any breach of the duty of loyalty to Energy or
its stockholders, (ii) act 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 Energy'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 VII of Energy's By-laws as currently in effect and an
indemnification agreement with Energy's officers and directors
(the "Indemnification Agreement"), each person who is or was a
director or officer of Energy or a subsidiary of Energy, or who
serves or served any other enterprise or organization at the
request of Energy or a subsidiary of Energy, shall be indemnified
by Energy 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 or otherwise 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 Energy, or serves or served any other
enterprise or organization at the request of Energy, he shall be
indemnified against expenses (including attorneys' fees) actually
and reasonably incurred in connection with such action.
Under such law, Energy generally has the power to indemnify
its present and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection
with any suit to which they are, or are threatened to be made, a
party by reason of their serving in such positions so long as
they acted in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of Energy, and
with respect to any criminal action, they had no reasonable cause
to believe their conduct was unlawful. With respect to suits by
or in the right of Energy, however, indemnification is generally
limited to attorney's fees and other expenses and such
indemnification is not available if such person is adjudged to be
liable to Energy unless the court determines that indemnification
is appropriate.
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 Energy's By-laws. The Indemnification Agreement
provides for indemnification of directors and officers against
both stockholder derivative claims and third-party claims.
Section 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. Energy currently
has in effect a directors' and officers' liability insurance
policy.
Item 8. Exhibits
The following is an index of exhibits filed or incorporated
by reference as part of this Registration Statement.
<TABLE>
Exhibit
No.
<S> <C>
4.1 -- Restated Certificate of Incorporation of Valero Energy Corporation--incorporated by reference from Exhibit 4.1 to the
Valero Energy Corporation Registration Statement on Form S-8 (Commission File No. 33-53796, filed October 27, 1992).
4.2 -- By-Laws of Valero Energy Corporation, as amended and restated October 17, 1991--incorporated by reference from Exhibit
4.2 to the Valero Energy Corporation Registration Statement on Form S-3 (Commission File No. 33-45456, filed February 4,
1992).
4.3 -- Amendment to By-Laws of Valero Energy Corporation, as adopted February 25, 1993--incorporated by reference from
Exhibit 3.3 to the Valero Energy Corporation Form 10-K (Commission File No. 1-4718, filed February 26, 1993).
4.4 -- Amended and Restated Rights Agreement, dated as of October 17, 1991, between Valero Energy Corporation and Ameritrust
Texas, N. A., successor to Mbank Alamo, N. A., as Rights Agent--incorporated by reference from Exhibit 1 to the Valero
Energy Corporation Current Report on Form 8-K (Commission File No. 1-4718, filed October 18, 1991).
4.5 -- $200,000,000 Senior Note Purchase Agreement, dated as of December 19, 1990--incorporated by reference from Exhibit 4.2
to the Valero Energy Corporation Annual Report on Form 10-K (Commission File No. 1-4718, filed February 21, 1992).
4.6 -- $160,000,000 Amended and Restated Credit Agreement, dated as of December 4, 1992, among Valero Refining Company,
Bankers Trust Company, as Agent and certain other banks party thereto--incorporated by reference from Exhibit 4.3 to the
Valero Energy Corporation Form 10-K (Commission File No. 1-4718, filed February 26, 1993).
4.7 -- First Amendment to Amended and Restated Credit Agreement, dated as of August 25, 1993--incorporated by reference from
Exhibit 4.5 to the Valero Energy Corporation Registration Statement on Form S-3 (Commission File No. 33-45456, filed
October 18, 1993).
4.8 -- Second Amendment to Amended and Restated Credit Agreement, dated as of December 31, 1993--incorporated by reference
from Exhibit 4.5 to the Valero Energy Corporation Annual Report on Form 10-K (Commission File No. 1-4718, filed March 1,
1994).
*5.1 -- Opinion of Rand C. Schmidt, Esq. (including Consent of Counsel).
*23.1 -- Consent of Arthur Andersen & Co. dated March 1, 1994.
*23.2 -- Consent of Counsel (included in Item 5.1).
*24.1 -- Power of Attorney--included on signature page of the Registration Statement.
</TABLE>
______________________
*Filed herewith.
Item 9. Undertakings.
In addition to the undertakings incorporated by reference
herein, the undersigned registrant undertakes:
(h) 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 Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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-8 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, and State of Texas, on March 4, 1994.
VALERO ENERGY CORPORATION
(Registrant)
By /s/ WILLIAM E. GREEHEY
(William E. Greehey)
Chairman of the Board and Chief
Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints William
E. Greehey, Stan L. McLelland and Rand C. Schmidt, or any 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 each 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 below by the
following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Director, Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
/s/ WILLIAM E. GREEHEY Valero Energy Corporation March 4, 1994
William E. Greehey
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ DON M. HEEP Valero Energy Corporation March 4, 1994
Don M. Heep
Director,
/s/ EDWARD C. BENNINGER Valero Energy Corporation March 4, 1994
Edward C. Benninger
Director,
/s/ ROBERT G. DETTMER Valero Energy Corporation March 4, 1994
Robert G. Dettmer
Director,
/s/ A. RAY DUDLEY Valero Energy Corporation March 4, 1994
A. Ray Dudley
Director,
/s/ JAMES L. JOHNSON Valero Energy Corporation March 4, 1994
James L. Johnson
Director,
/s/ LOWELL H. LEBERMANN Valero Energy Corporation March 4, 1994
Lowell H. Lebermann
Director,
/s/ SALLY A. SHELTON Valero Energy Corporation March 4, 1994
Sally A. Shelton
Director,
Valero Energy Corporation
Philip K. Verleger, Jr.
</TABLE>
Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of San Antonio, and State of Texas, on the 4th day of
March, 1994.
VALERO ENERGY CORPORATION
THRIFT PLAN
By /s/ ROBERT R. TAYLOR
(Robert R. Taylor)
Chairman of the Administrative Committee
[Exhibit 5.1]
March 4, 1994
Board of Directors
Valero Energy Corporation
530 McCullough Avenue
San Antonio, TX 78215
Gentlemen:
I am the Corporate Secretary and Managing Attorney of
Valero Energy Corporation, a Delaware corporation ("Valero"), and
have acted as counsel for Valero in connection with the proposed
offering of up to 1,000,000 additional shares of Common Stock,
$1.00 par value per share, of Valero (the "Shares"), together
with up to 1,000,000 additional Preference Share Purchase Rights
("Rights") of Valero, pursuant to the Valero Energy Corporation
Thrift Plan (the "Plan").
In connection therewith, I have examined, among other
things, the Restated Certificate of Incorporation and the By-laws
of Valero, the corporate proceedings with respect to the adoption
of the Plan and the offering of the Shares, the corporate
proceedings with respect to the creation of the Amended and
Restated Rights Agreement, dated as of October 17, 1991, between
Valero and Ameritrust Texas, N.A., successor to MBank Alamo, N.
A., as Rights Agent, and the Registration Statement on Form S-8
(the "Registration Statement") to be filed by Valero with the
Securities and Exchange Commission for the registration of the
Shares and the Rights under the Securities Act of 1933 (the
"Act").
Based on the foregoing, and having due regard for such
legal considerations as I have determined relevant, I am of the
opinion that:
1. Valero is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware.
2. The Shares and Rights proposed to be sold by
Valero under the Plan and which are original issuance securities
have been duly authorized for issuance and, subject to the
Registration Statement becoming effective under the Act and to
compliance with any applicable Blue Sky laws and to the sale of
such Shares and Rights in accordance with the provisions of the
Plan, when each certificate for a portion of such Shares has been
executed by Valero, authenticated by the Transfer Agent,
registered by the Registrar and delivered and sold in accordance
with the Plan, (a) the Shares represented by such certificate
will be legally issued, fully paid and non-assessable shares of
Common Stock of Valero, and (b) the Rights trading with and
represented by such certificate for the Shares will be legally
issued, fully paid and non-assessable Preference Share Purchase
Rights of Valero entitled to the benefits of the Rights
Agreement.
I hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and the references to
myself therein.
Very truly yours,
/s/ RAND C. SCHMIDT
Rand C. Schmidt
Corporate Secretary and
Managing Attorney
RCS/dmh
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 17, 1994, included in Valero Energy
Corporation's Form 10-K for the year ended December 31, 1993, and
to all references to our Firm included in this registration
statement.
ARTHUR ANDERSEN & CO.
San Antonio, Texas
March 4, 1994
