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): FEBRUARY 5, 2004
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-13175 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 February 5, 2004, Valero Energy Corporation (the "Company")
entered into an underwriting agreement for the public offering of an aggregate
of up to 7,820,000 shares of Common Stock, par value $0.01 per share, of the
Company (the "Shares"). The Shares 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 Shares is scheduled for
February 11, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated February 5, 2004, between the
Company and J.P. Morgan Securities Inc., as Underwriter.
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: February 11, 2004 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 February 5, 2004, between the
Company and J.P. Morgan Securities Inc., as Underwriter.
5.1 Opinion of Jay D. Browning, Esq.
4