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): MARCH 25, 2003
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 March 25, 2003, Valero Energy Corporation (the "Company")
entered into an underwriting agreement for the public offering of an aggregate
of 6,300,000 shares of Common Stock, par value $.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 March
28, 2003.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated March 25, 2003, among the
Company and Morgan Stanley & Co. Incorporated and J.P. Morgan
Securities Inc., as Underwriters.
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: March 28, 2003 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 March 25, 2003, among the
Company and Morgan Stanley & Co. Incorporated and J.P. Morgan
Securities Inc., as Underwriters.
5.1 Opinion of Jay D. Browning, Esq.
4