-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kr5ROMifdVzPbo8CAI5g64zgSHafbEU7gMbY0XmNEPP84ChnfaJhJTn0ul4DlxZz L5IglShEWoFFDtCeySytDw== 0000898822-01-500191.txt : 20010511 0000898822-01-500191.hdr.sgml : 20010511 ACCESSION NUMBER: 0000898822-01-500191 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALERO ENERGY CORP/TX CENTRAL INDEX KEY: 0001035002 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 741828067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: SEC FILE NUMBER: 001-13175 FILM NUMBER: 1629109 BUSINESS ADDRESS: STREET 1: ONE VALERO PLACE CITY: SAN ANTONIO STATE: TX ZIP: 78212 BUSINESS PHONE: 2103702000 MAIL ADDRESS: STREET 1: ONE VALERO PLACE CITY: SAN ANTONIO STATE: TX ZIP: 78230 8-A12B/A 1 may10form8aa2.txt AMENDMENT NO. 2 TO FORM 8-A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A (Amendment No. 2) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Valero Energy Corporation (Exact name of registrant as specified in its charter) Delaware 74-1828067 (State of incorporation) (IRS Employer Identification No.) One Valero Place San Antonio, Texas 78212 (Address of principal executive offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of securities registration of a class of securities pursuant to Section 12(b) of the pursuant to Section 12(g) of the Exchange Act and is effective Exchange Act and is effective pursuant to General Instruction pursuant to General Instruction A.(c), please check the following A.(d), please check the following box. [X] box. [ ] Securities Act registration statement file number to which this form relates: 1-13175 --------------- (If applicable) Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered --------------------------------- ------------------------------------- Common Stock, par value New York Stock Exchange $0.01 per share Preferred Share Purchase Rights New York Stock Exchange Securities to be registered pursuant to Section 12(g) of the Act: NONE (Title of Class) The undersigned registrant hereby amends Items 1 and 2 of its Registration Statement on Form 8-A (File No. 1-13175), filed with the Securities and Exchange Commission (the "Commission") on July 9, 1997 (the "Form 8-A"), as amended by Amendment No. 1 thereto, filed with the Commission on July 17, 1997, as set forth below. Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Item 1 of the Form 8-A is hereby amended by adding the following paragraphs: The Registrant and Computershare Investor Services, LLC, as successor rights agent to Harris Trust and Savings Bank (the "Rights Agent"), entered into Amendment No. 1 (the "Amendment"), dated as of May 4, 2001, to the Rights Agreement, dated as of July 17, 1997, between the Registrant and the Rights Agent (the "Rights Agreement"). The Rights Agreement was filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, filed with the Commission on July 21, 1997, and is incorporated herein by reference. The Registrant and the Rights Agent entered into the First Amendment in connection with the Agreement and Plan of Merger, dated as of May 6, 2001, by and between the Registrant and Ultramar Diamond Shamrock Corporation, a Delaware corporation ("UDS"), (as it may be amended or supplemented from time to time, the "Merger Agreement") pursuant to which UDS will merge with and into the Registrant, with the Registrant as the surviving corporation in the merger (as described and defined in the Merger Agreement, the "Merger"), all on the terms and subject to the conditions set forth in the Merger Agreement. The Amendment provides, among other things, that UDS shall not be deemed to be an Acquiring Person (as defined in the Rights Agreement), nor shall a Shares Acquisition Date or a Distribution Date (each as defined in the Rights Agreement) occur, as a result of (i) the execution and delivery of the Merger Agreement, or (ii) the consummation of the transactions contemplated by the Merger Agreement. The Amendment also provides that nothing in the Rights Agreement shall be construed to give any holder of Rights or any other person any legal or equitable rights, remedy or claim under the Rights Agreement, in connection with any transactions contemplated by the Merger Agreement. The foregoing summary description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 4.4 hereto and is incorporated herein by reference. Item 2. EXHIBITS. Item 2 of the Form 8-A is hereby amended by adding the following: 4.3 Rights Agreement, dated as of July 17, 1997, between Valero Energy Corporation and Computershare Investor Services, LLC, as successor Rights Agent to Harris Bank and Trust (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 21, 1997). 4.4 Amendment No. 1, dated as of May 4, 2001, to Rights Agreement, dated as of July 17, 1997, between Valero Energy Corporation and Computershare Investor Services, LLC, as successor Rights Agent to Harris Bank and Trust (filed herewith). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: May 10, 2001 VALERO ENERGY CORPORATION By: /s/ Jay D. Browning --------------------------- Name: Jay D. Browning Title: Corporate Secretary EXHIBIT LIST No. --- 4.3 Rights Agreement, dated as of July 17, 1997, between Valero Energy Corporation and Computershare Investor Services, LLC, as successor Rights Agent to Harris Bank and Trust (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on July 21, 1997). 4.4 Amendment No. 1, dated as of May 4, 2001, to Rights Agreement, dated as of July 17, 1997, between Valero Energy Corporation and Computershare Investor Services, LLC, as successor Rights Agent to Harris Bank and Trust (filed herewith). 4 EX-4 2 may10form8aa2ex2.txt EXHIBIT 4.3 - AMENDMENT NO. 1 TO RIGHTS AGREEMENT Exhibit 4.4 ----------- AMENDMENT NO. 1 TO RIGHTS AGREEMENT AMENDMENT NO. 1 (this "Amendment"), dated as of May 4, 2001, to the Rights Agreement (the "Rights Agreement"), dated as of July 17, 1997, by and between Valero Energy Corporation (the "Company") and Computershare Investor Services, LLC, as successor rights agent to Harris Trust and Savings Bank (the "Rights Agent"). WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of Section 27 thereof; and WHEREAS, the Company intends to enter into an Agreement and Plan of Merger (as it may be amended or supplemented from time to time, the "Merger Agreement"), to be dated as of May 6, 2001, by and between the Company and UDS (all capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed thereto in the Merger Agreement); and WHEREAS, the Board of Directors has determined that the Agreement and the transactions contemplated thereby are advisable, fair to and in the best interests of the Company and its stockholders; and WHEREAS, the Board of Directors has determined that it is desirable to amend the Rights Agreement to exempt the Merger Agreement from the application of the Rights Agreement. NOW, THEREFORE, the Company hereby amends the Rights Agreement as follows: 1. The definition of "Acquiring Person" contained in Section 1(a) of the Rights Agreement is hereby modified and amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing, UDS shall not be deemed to be an Acquiring Person by virtue of the execution and delivery of the Agreement and Plan of Merger (the "Merger Agreement") to be entered into as of May 6, 2001, by and between the Company and UDS, or as a result of the consummation of the transactions contemplated by the Merger Agreement." 2. The definition of "Shares Acquisition Date" contained in Section 1(l) of the Rights Agreement is hereby modified and amended by adding the following sentence at the end thereof: "Notwithstanding the foregoing, neither the execution and delivery of the Merger Agreement, nor consummation of the transactions contemplated thereby, shall cause a Shares Acquisition Date." 3. Section 3(a) of the Rights Agreement is hereby modified and amended by adding the following sentence immediately following the first sentence thereof: "Notwithstanding the foregoing, neither the execution and delivery of the Merger Agreement, nor consummation of the transactions contemplated thereby, shall cause a Distribution Date." 4. Section 15 of the Rights Agreement is hereby modified and amended by adding the following sentence at the end thereof: "Nothing in this Agreement shall be construed to give any holder of Rights or any other Person any legal or equitable rights, remedy or claim under this Agreement in connection with any transactions contemplated by the Merger Agreement." 5. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State. 6. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 7. In all respects not inconsistent with the terms and provisions of this Amendment, the Rights Agreement is hereby ratified, adopted, approved and confirmed. In executing and delivering this Amendment, the Rights Agent shall be entitled to all the privileges and immunities afforded to the Rights Agent under the terms and conditions of the Rights Agreement. 8. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment, and of the Rights Agreement, shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 9. Except as otherwise expressly provided herein, or unless the context otherwise requires, all terms used herein have the meanings assigned to them in the Rights Agreement. 10. The Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters covered by this Amendment. * * * -2- IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed by the Company and the Rights Agent as of the day and year first written above. VALERO ENERGY CORPORATION By: /s/ Michael S. Ciskowski ------------------------- Name: Michael S. Ciskowski Title: Senior Vice President COMPUTERSHARE INVESTOR SERVICES, LLC (as Rights Agent) By: /s/ Gerald K. Lane --------------------------- Name: Gerald K. Lane Title: Relationship Manager -3- -----END PRIVACY-ENHANCED MESSAGE-----