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