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): DECEMBER 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 December 10, 2002, Valero Energy Corporation (the
"Company") entered into an underwriting agreement for the public offering of
$180,000,000 aggregate principal amount of its 6.700% Notes due 2013 (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 December 16, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated December 10, 2002 between the
Company and UBS Warburg LLC, as Underwriter.
4.1 Terms of the 6.700% Notes due 2013.
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: December 16, 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
1.1 Underwriting Agreement dated December 10, 2002 between the Company and
UBS Warburg LLC, as Underwriter.
4.1 Terms of the 6.700% Notes due 2013.
4.2 Form of Notes (included in Exhibit 4.1 above).
5.1 Opinion of Jay D. Browning, Esq.
4