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 22, 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 March 22, 2004, Valero Energy Corporation (the "Company")
entered into an underwriting agreement for the public offering of $200,000,000
aggregate principal amount of its 3.50% Notes due 2009 and $200,000,000
aggregate principal amount of its 4.75% Notes due 2014 (collectively, 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 March 25, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
1.1 Underwriting Agreement dated March 22, 2004 among the Company
and Lehman Brothers Inc., Barclays Capital Inc., Morgan
Stanley & Co. Incorporated, RBC Capital Markets Corporation,
BNP Paribas Securities Corp., Citigroup Global Markets Inc.,
Credit Lyonnais Securities (USA) Inc., Mizuho International
plc, Scotia Capital (USA) Inc. and SunTrust Capital Markets,
Inc., as Underwriters.
4.1 Terms of the 3.50% Notes due 2009 and 4.75% Notes due 2014.
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: March 25, 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 March 22, 2004 among the Company and
Lehman Brothers Inc., Barclays Capital Inc., Morgan Stanley & Co.
Incorporated, RBC Capital Markets Corporation, BNP Paribas Securities
Corp., Citigroup Global Markets Inc., Credit Lyonnais Securities
(USA) Inc., Mizuho International plc, Scotia Capital (USA) Inc. and
SunTrust Capital Markets, Inc., as Underwriters.
4.1 Terms of the 3.50% Notes due 2009 and 4.75% Notes due 2014.
4.2 Form of Notes (included in Exhibit 4.1 above).
5.1 Opinion of Jay D. Browning, Esq.
4