UNITED STATES
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): APRIL 10, 2002
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-3175 74-1828067
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
ONE VALERO PLACE
SAN ANTONIO, TEXAS 78212
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 370-2000
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ITEM 5. OTHER EVENTS.
On April 10, 2002, Valero Energy Corporation (the "Company") entered
into an underwriting agreement for the public offering of $300,000,000 aggregate
principal amount of its 6 1/8% Notes due 2007, $750,000,000 aggregate principal
amount of its 6 7/8% Notes due 2012 and $750,000,000 aggregate principal amount
of its 7 1/2% Notes due 2032 (the "Notes"). The Notes are to be issued under an
Indenture dated December 12, 1997 between the Company and The Bank of New York,
as Trustee. The Notes were registered under the Securities Act of 1933, as
amended, pursuant to the shelf registration statement (Registration Nos.
333-84820, 333-84820-1 and 333-84820-2) of the Company, VEC Trust III and VEC
Trust IV. Closing of the issuance and sale of the Notes is scheduled for April
15, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated April 10, 2002 among the Company and
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities
Inc., as representatives of the several Underwriters.
4.1 Officers' Certificate delivered pursuant to Sections 102, 301 and
303 of the Indenture dated as of April 15, 2002, providing for
the issuance of the Company's 6 1/8% Notes due 2007, 6 7/8% Notes
due 2012 and 7 1/2% Notes due 2032.
4.2 Form of Notes (included in Exhibit 4.1 above).
5.1 Opinion of Jay D. Browning, Esq.
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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 ENERGY CORPORATION
Date: April 15, 2002 By: /s/ Jay D. Browning
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Jay D. Browning
Vice President and Secretary
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EXHIBIT INDEX
Number Exhibit
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1.1 Underwriting Agreement dated April 10, 2002 among the Company and
Morgan Stanley & Co. Incorporated and J.P. Morgan Securities
Inc., as representatives of the several Underwriters.
4.1 Officers' Certificate delivered pursuant to Sections 102, 301 and
303 of the Indenture dated as of April 15, 2002, providing for
the issuance of the Company's 6 1/8% Notes due 2007, 6 7/8% Notes
due 2012 and 7 1/2% Notes due 2032.
4.2 Form of Notes (included in Exhibit 4.1 above).
5.1 Opinion of Jay D. Browning, Esq.
4