SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 31, 1994
VALERO NATURAL GAS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-9433 74-2448118
(Commission File Number) (IRS Employer Identification No.)
530 McCullough Avenue, San Antonio, Texas 78215
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(210/246-2000)
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Item 1. Changes in Control of Registrant.
(a) Change in Control. On May 31, 1994, a special meeting
(the "Special Meeting") of the holders of common units of limited
partner interests ("Common Units") of Valero Natural Gas
Partners, L.P. ("VNGP, L.P.") was held at the offices of Valero
Natural Gas Company ("VNGC"), the general partner of VNGP, L.P.
At the Special Meeting, the holders of Common Units approved a
proposal providing for the merger (the "Merger") of VNGP, L.P.
with a wholly owned subsidiary of Valero Energy Corporation
("VEC" and, collectively with its consolidated subsidiaries, the
"Company"). The Merger was consummated on May 31, 1994, upon
satisfaction of all preconditions to the Merger and the filing of
a certificate of merger with the Office of the Secretary of State
of the State of Delaware.
As a result of the Merger, VNGP, L.P. has become a wholly
owned subsidiary of VEC. Upon consummation of the Merger, the
Common Units held by persons other than the Company (the "Public
Unitholders") were converted into the right to receive cash in
the amount of $12.10 per Common Unit, while the Common Units
owned by subsidiaries of VEC have remained outstanding. Prior to
the Merger, approximately 52.5% of the outstanding Common Units
were held by the Public Unitholders, and approximately 47.5% of
the outstanding Common Units were held by the Company. As a
result of the Merger, all of the outstanding Common Units are
held by the Company. VNGC has made available against delivery of
Common Unit certificates and other proper documentation
approximately $117.5 million to the Public Unitholders as payment
of the cash consideration required in the Merger. A portion of
the proceeds from an underwritten public offering of VEC's $3.125
Convertible Preferred Stock, completed in March 1994, was
advanced from VEC to VNGC to fund the payment to the Public
Unitholders.
(b) Certain Arrangements. VNGC is unaware of any
arrangement, including the pledge by any person of securities of
VNGP, L.P. or any of its parents, the operation of which may at a
subsequent date result in a change in control of VNGP, L.P.
Item 7. Financial Statements and Exhibits.
(c) The following are filed as exhibits to this Current
Report:
2.1 Agreement of Merger, dated December 20, 1993, among Valero
Energy Corporation; Valero Natural Gas Partners, L.P.; Valero
Natural Gas Company; and Valero Merger Partnership,
L.P.--incorporated by reference from Exhibit 2.1 to Amendment No.
2 to the Valero Energy Corporation Registration Statement on Form
S-3 (Commission File No. 33-70454, filed December 29, 1993).
20.1 Definitive Proxy Statement of Valero Natural Gas Partners,
L.P. for the special meeting of holders of common units of
limited partner interests held May 31, 1994--incorporated by
reference from Amendment No. 3 to the Valero Natural Gas
Partners, L.P. Proxy Statement on Schedule 14A (Commission File
No. 1-9433, filed May 2, 1994).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
VALERO NATURAL GAS PARTNERS, L.P.
(Registrant)
By Valero Natural Gas Company,
its General Partner
By: /s/ Don M. Heep
Don M. Heep
Senior Vice President and
Chief Financial Officer
Date: June 2, 1994
