Filed pursuant to Rule 424(b)(3)
Registration No. 333-106949
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 16, 2003)
(LOGO)
2% MANDATORY CONVERTIBLE PREFERRED STOCK
(LIQUIDATION PREFERENCE $25 PER SHARE)
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This document supplements our prospectus dated October 16, 2003, as
supplemented by our prospectus supplement dated October 28, 2003, relating to
the offering for resale of Valero Energy Corporation's 2% Mandatory Convertible
Preferred Stock (liquidation preference $25 per share) and the shares of our
common stock issuable upon conversion of the convertible preferred stock. As
used in this prospectus supplement, the terms "Valero," "we," "us" and "our"
will each refer to Valero Energy Corporation and its subsidiaries and "Orion"
refers to Orion Refining Corporation. The convertible preferred stock was issued
to Orion, a debtor in possession, in connection with Valero's purchase of
Orion's refinery located in Louisiana. On October 28, 2003, Orion resold
8,460,000 shares of our convertible preferred stock in an underwritten public
offering. After the offering, Orion retained 1,540,000 shares of our convertible
preferred stock. On December 23, 2003, the United States bankruptcy court for
the District of Delaware entered an order authorizing Orion to distribute a
portion of its remaining shares of our convertible preferred stock to various
creditors in partial satisfaction of its obligations to such creditors. The
information in this prospectus supplement replaces and supercedes the
information set forth in the fourth paragraph under the caption "Selling
Securityholder" in the prospectus dated October 16, 2003.
Our common stock currently trades on the New York Stock Exchange under the
symbol "VLO." The closing price of the common stock on the New York Stock
Exchange was $52.10 per share on January 20, 2004.
INVESTING IN OUR PREFERRED OR COMMON STOCK INVOLVES RISKS. SEE "RISK
FACTORS' BEGINNING ON PAGE 5 OF THE ACCOMPANYING PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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January 21, 2004
SELLING SECURITYHOLDER
The following table sets forth the names of the selling securityholders,
the amount of preferred stock and shares of our common stock beneficially owned
by each such selling securityholder prior to the offering, the amount being
offered for each of the selling securityholder's account and the amount to be
owned by each such securityholder after completion of the offering.
NUMBER OF NUMBER OF
SHARES OF NUMBER OF SHARES OF NUMBER OF
PREFERRED SHARES OF COMMON SHARES OF
STOCK NUMBER OF PREFERRED STOCK NUMBER OF COMMON
BENEFICIALLY SHARES OF STOCK TO BE BENEFICIALLY SHARES OF STOCK TO BE
OWNED PREFERRED OWNED AFTER OWNED COMMON OWNED AFTER
PRIOR TO STOCK BEING COMPLETION PRIOR TO STOCK BEING COMPLETION
THE OFFERED OF THE THE OFFERED OF THE
NAME OFFERING HEREBY OFFERING(1) OFFERING(2) HEREBY OFFERING(3)
---- ------------ ----------- ----------- ------------ ----------- -----------
Orion Refining
Corporation............ 1,384,553 1,384,553 0 686,046 686,046 0
TCW Leveraged Income
Trust, LP.............. 46,095 46,095 0 22,840 22,840 0
TCW Leveraged Income
Trust II, LP........... 52,953 52,953 0 26,238 26,238 0
TCW Shared Opportunity
Fund II, LP............ 6,100 6,100 0 3,022 3,022 0
TCW Shared Opportunity
Fund IIB, LP........... 5,433 5,433 0 2,692 2,692 0
TCW Shared Opportunity
Fund III, LP........... 29,065 29,065 0 14,401 14,401 0
TCW Leveraged Income
Trust IV, LP........... 15,801 15,801 0 7,829 7,829 0
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(1) Based on the assumption that the selling securityholders sell all their
shares of convertible preferred stock.
(2) This number is based on a conversion ratio of .4955, the ratio at which a
share of convertible preferred stock is convertible into a share of our
common stock at any time prior to July 1, 2006, an amount that is subject to
change on the mandatory conversion date as described in "Description of the
Convertible Preferred Stock -- Mandatory Conversion."
(3) Based on the assumption that the selling securityholders sell all their
shares of convertible preferred stock or our common stock underlying the
convertible preferred stock.