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
(Address of Principal Executive Offices) (Zip Code)
VALERO ENERGY CORPORATION EXECUTIVE STOCK INCENTIVE 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)
<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of Securities to be price offering registration
to be registered registered per share(1) price(1) fee
Common Stock, Par Value $1 . . . . . . . . . . . 2,100,000 shares $20.875 $43,837,500 $15,116
Preference Share Purchase Rights . . . . . . . . 2,100,000 shares n/a n/a n/a
</TABLE>
<FN1>
(1) 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 May 8, 1995, as reported in the New York
Stock Exchange-Composite Transaction listing for that date.
<FN2>
(2) Until the Distribution Date (as defined in the Amended and
Restated Rights Agreement listed as an exhibit hereto) the
Preference Share Purchase Rights trade with and are
represented by the certificates for the Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Valero Energy Corporation ("Energy") documents listed in
clauses (a) through (c) below are incorporated by reference in
this Registration Statement. All documents subsequently filed by
the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the
date of filing of these documents.
(a) Annual Report on Form 10-K (the "Form 10-K") for the
fiscal year ended December 31, 1994.
Proxy Statement for the Annual Meeting of Stockholders
on May 9, 1995.
(b) Current Report on Form 8-K dated March 13, 1995.
Current Report on Form 8-K/A dated May 31, 1994.
(c) Registration Statement on Form 8-A dated November 21,
1985, as amended, and the description of Energy's Common Stock,
$1.00 par value (the "Common Stock"), which is contained in a
registration statement filed under the Securities Exchange Act of
1934, as amended, including any amendment or report filed for the
purpose of updating the description, are incorporated by
reference herein and made a part hereof.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of the Common Stock offered
hereby will be passed upon for Energy by Rand C. Schmidt, Esq.,
Corporate Secretary and Managing Attorney of Energy. Mr. Schmidt
is an employee of Energy and at May 8, 1995, beneficially owned
approximately 9600 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 approximately
29,600 additional shares of Energy's Common Stock.
The audited consolidated financial statements of Energy
together with its subsidiaries contained in the Form 10-K and
incorporated by reference herein have been audited by Arthur
Andersen LLP, 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.
The terms of Energy's Restated Certificate of Incorporation,
as amended (the "Restated Certificate of Incorporation"),
eliminate the personal liability of a director to Energy and its
stockholders for monetary damages for breach of his or her
fiduciary duty as a director to the extent allowed under the
Delaware General Corporation Law. Except as provided below, if a
director were to breach his or her fiduciary duty as a director,
neither Energy nor its stockholders could recover monetary
damages from the director, and the only remedies 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 action of the Board of
Directors, this remedy would be ineffective if the stockholder
does not become aware of a transaction or event until after it
has been completed. In this situation, it is possible that the
stockholders and Energy would have no effective remedy against
the directors. Under Energy's Restated Certificate of
Incorporation, a director remains liable for monetary damages for
(i) any breach of the duty of loyalty to Energy or its
stockholders, (ii) act or omissions not in good faith or that
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, Article VII of Energy's By-laws, and under
indemnification agreements 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 this law, to the extent that such person is successful
on the merits or otherwise in defense of a suit or proceeding
brought against this person by reason of the fact that he or she
is or was a director or officer of Energy, or serves or served
any other enterprise or organization at the request of Energy,
this person shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred in connection
with the action.
Under the Delaware General Corporation 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 these 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 attorneys' fees
and other expenses, indemnification is not available if the
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.
Sections 124(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 clarifies whether
Delaware's public policy would support this aspect of the
Indemnification Agreement under the authority of Section 145(f),
or would invalidate the Indemnification Agreement because it does
not conform to the distinctions contained in Section 145(a) and
145(b). However, Delaware courts have determined that a
corporation can obligate itself by express written contract to
provide advancement of expenses not otherwise required by
statute, and that the public policy of Delaware does not prevent
a corporation from making these advances mandatory.
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.
Exhibit
No.
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 -- $250,000,000 Credit Agreement, dated as of March 31,
1994, among Valero Energy Corporation, Bankers Trust
Company and Bank of Montreal as managing Agents, and
the banks and co-agents party thereto--incorporated
by reference from Exhibit 10.1 to the Valero Energy
Corporation Quarterly Report on Form 10-Q (Commission
File No. 1-4718, filed May 12, 1994).
4.6 -- First Amendment to Credit Agreement, dated as of
September 30, 1994--incorporated by reference from
Exhibit 10.2 to the Valero Energy Corporation Quarterly
Report on Form 10-Q (Commission File No. 1-4718, filed
November 14, 1994).
4.7 -- Second Amendment to Credit Agreement, dated as of
February 27, 1995--incorporated by reference from
Exhibit 4.4 to the Valero Energy Corporation Annual
Report on Form 10-K (Commission File No. 1-4718, filed
March 1, 1995).
*5.1 -- Opinion of Rand C. Schmidt, Esq. (including Consent of
Counsel).
*23.1 -- Consent of Arthur Andersen LLP dated May 9, 1995.
*23.2 -- Consent of Counsel (included in Item 5.1).
*24.1 -- Power of Attorney (included on signature page of the
Registration Statement).
*Filed herewith.
Pursuant to subparagraph 601(b)(4)(iii)(A) of Regulation S-K,
the registrant has omitted from the foregoing list of exhibits,
and hereby agrees to furnish to the Commission upon its request,
copies of certain instruments, each relating to long-term debt
not exceeding 10 percent of the total assets of the registrant
and its subsidiaries on a consolidated basis.
Item 9. Undertakings.
In additional to the undertakings incorporated by reference
herein,
(a) the undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(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 Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(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 this counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by its is against public policy as expressed in
the act and will be governed by the final adjudication of each
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 May 9, 1995.
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 or her true
and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for him or her and in his or her
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 or she 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>
<S> <C> <C>
Signature Title Date
Director, Chairman of the Board
and Chief Executive Officer
(Principal Executive Officer)
/s/ William E. Greehey Valero Energy Corporation May 9, 1995
William E. Greehey
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Don M. Heep Valero Energy Corporation May 9, 1995
Don M. Heep
Director,
/s/ Edward C. Benninger Valero Energy Corporation May 9, 1995
Edward C. Benninger
Director,
/s/ Robert G. Dettmer Valero Energy Corporation May 9, 1995
Robert G. Dettmer
Director,
/s/ A. Ray Dudley Valero Energy Corporation May 9, 1995
A. Ray Dudley
Director,
/s/ Ruben M. Escobedo Valero Energy Corporation May 9, 1995
Ruben M. Escobedo
Director,
/s/ James L. Johnson Valero Energy Corporation May 9, 1995
James L. Johnson
Director,
/s/ Lowell H. Lebermann Valero Energy Corporation May 9, 1995
Lowell H. Lebermann
Director,
/s/ Susan Kaufman Purcell Valero Energy Corporation May 9, 1995
Susan Kaufman Purcell
</TABLE>
EXHIBIT 5.1
May 10, 1995
Board of Directors
Valero Energy Corporation
530 McCullough Avenue
San Antonio, TX 78215
Ladies & 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 2,100,000 shares of Common Stock, $1.00 par
value per share, of Valero (the "Shares"), together with up to
2,100,000 Preference Share Purchase Rights ("Rights") of Valero,
pursuant to the Valero Energy Corporation Executive Stock
Incentive 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 issuance
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/jmg
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 14, 1995, included in Valero Energy
Corporation's Form 10-K for the year ended December 31, 1994, and
to all references to our Firm included in this registration
statement.
/s/ Arthur Andersen LLP
San Antonio, Texas
May 9, 1995
