SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e)of the Securities Exchange Act of 1934)
[Amendment No. 6]
Valero Natural Gas Partners, L.P.
(Name of Issuer)
Valero Natural Gas Partners, L.P., Valero Natural Gas Company
and Valero Energy Corporation
(Name of Person(s) Filing Statement)
Common Units of Limited Partner Interests
(Title of Class of Securities)
918906 20 7
(CUSIP Number of Class of Securities)
Rand C. Schmidt, Esq.
Corporate Secretary
530 McCullough Avenue
San Antonio, Texas 78215
(210) 246-2000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
This statement is filed in connection with (check the
appropriate box):
a. /X/ The filing of solicitation materials or an
information statement subject to Regulation 14A, Regulation 14C
or Rule 13e-3(c) under the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the
Securities Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: / /
<PAGE>
Calculation of Filing Fee
Not applicable. The filing fee was paid with the filing of the
original Schedule 13E-3 on
December 30, 1993.
<PAGE> INTRODUCTION
This Amendment No. 6 to Schedule 13E-3 is filed
pursuant to Rule 13E-3(d)(3) to report the results of the Rule
13E-3 transaction described in the Schedule 13E-3, as previously
amended, namely, the solicitation of proxies of the holders of
the common units of limited partner interests ("Common Units") in
Valero Natural Gas Partners, L.P. ("VNGP") by VNGP and Valero
Natural Gas Company, the general partner of VNGP and a wholly
owned subsidiary of Valero Energy Corporation ("VEC"), in
connection with a proposed merger of VNGP with a limited
partnership that is wholly owned by subsidiaries of VEC. The
original Schedule 13E-3 was filed on December 30, 1993.
Amendment No. 1 to Schedule 13E-3 was filed on January 11, 1994,
Amendment No. 2 to Schedule 13E-3 was filed on March 17, 1994,
Amendment No. 3 to Schedule 13E-3 was filed on March 28, 1994,
Amendment No. 4 to Schedule 13E-3 was filed on April 21, 1994,
and Amendment No. 5 to Schedule 13E-3 was filed on April 29,
1994. The last preliminary proxy materials related to the
proposed merger were filed with Amendment No. 5 to Schedule
13E-3. Definitive proxy materials were filed on April 2, 1994,
under cover of Schedule 14A.
Item 16 of Form 13E-3, as previously amended, is amended to
read in its entirety as follows:
"Item 16. Additional Information.
"Reference is hereby made to the Proxy Statement, including
each annex thereto, which is incorporated in its entirety herein
by this reference.
"The Special Meeting of Unitholders of VNGP described in the
Proxy Statement was held at the offices of the General Partner at
8:00 a.m. on May 31, 1994. An aggregate of 14,291,344 Common
Units were represented in person or by proxy at the Special
Meeting, including 8,774,619 Common Units held by subsidiaries of
VEC and 5,516,725 Common Units held by persons other than VEC
subsidiaries (the "Public Unitholders"). With respect to the
Majority Vote Requirement, as described in the Proxy Statement,
12,506,109 Common Units were voted "for" the proposal to approve
the merger, 1,630,736 Common Units were voted "against" such
proposal, and there were 154,499 abstentions. With respect to
the Independent Vote Requirement, as described in the Proxy
Statement, 3,731,490 Common Units held by Public Unitholders were
voted "for" the proposal to approve the merger, while 1,630,736
Common Units held by Public Unitholders were voted "against" such
proposal. As a result, the proposal to approve the merger was
approved. A certificate of merger consummating the merger was
filed in the Office of the Secretary of State in the State of
Delaware on May 31, 1994. As a result, VNGP has become a wholly
owned subsidiary of VEC and the merger has been completed."
<PAGE>
SIGNATURE
After due 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.
Date: June 1, 1994 By: /s/ Stan L. McLelland
Name: Stan L. McLelland
Title: Executive Vice President
and General Counsel
VALERO NATURAL GAS PARTNERS, L.P.
By: VALERO NATURAL GAS COPMANY,
GENERAL PARTNER
Date: June 1, 1994 By: /s/ Stan L. McLelland
Name: Stan L. McLelland
Title: Executive Vice President and
General Counsel
VALERO ENERGY COPRORATION
Date: June 1, 1994 By: /s/ Stan L. McLelland
Name: Stan L. McLelland
Title: Executive Vice President and
General Counsel
