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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): JUNE 28, 2000
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VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-3175 74-1828067
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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ONE VALERO PLACE
SAN ANTONIO, TEXAS 78212
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (210) 370-2000
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ITEM 5. OTHER EVENTS.
On June 28, 2000, Valero Energy Corporation (the "Company")
and VEC Trust I closed a public offering of 6,900,000 7 3/4% Premium Equity
Participating Security Units (the "PEPS Units"). On June 29, 2000, the Company
closed a public offering of $200,000,000 aggregate principal amount of its
8 3/8% Notes due 2005 and $200,000,000 aggregate principal amount of its 8 3/4%
Notes due 2030 (collectively, the "Notes"). The PEPS Units and the Notes were
registered under the Securities Act of 1933, as amended, pursuant to the shelf
registration statement (Registration Statement Nos. 333-33846, 333-33846-01 and
333-33846-02) of the Company, VEC Trust I and VEC Trust II.
Filed as exhibits to this report are (a) the Amended and
Restated Declaration of Trust, the Guarantee Agreement, the Purchase Contract
Agreement, the Pledge Agreement, the Remarketing Agreement and the First
Supplemental Indenture entered into in connection with the offering of the PEPS
Units and (b) the Officer's Certificate entered into in connection with the
offering of the Notes.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibits are filed herewith:
4.1 Amended and Restated Declaration of Trust, dated as of June 28, 2000,
of VEC Trust I
4.2 Form of Preferred Security (included in Exhibit 4.1)
4.3 Valero Energy Corporation Guarantee Agreement, dated as of June 28,
2000, relating to VEC Trust I
4.4 Purchase Contract Agreement, dated as of June 28, 2000, between Valero
Energy Corporation and The Bank of New York
4.5 Pledge Agreement, dated as of June 28, 2000, among Valero Energy
Corporation, Bank One Trust Company, N.A. and The Bank of New York
4.6 First Supplemental Indenture, dated as of June 28, 2000, between Valero
Energy Corporation and The Bank of New York
4.7 Form of 7 3/4% Senior Deferrable Note due 2005 (included in Exhibit
4.6)
4.8 Remarketing Agreement, dated as of June 28, 2000, among Valero Energy
Corporation, VEC Trust I and Morgan Stanley & Co. Incorporated
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4.9 Officer's Certificate delivered pursuant to Sections 102, 301 and 303
of the Indenture, dated as of December 12, 1997, providing for the
terms of the Notes by Valero Energy Corporation
4.10 Form of Note (included in Exhibit 4.9)
8.1 Opinion of Baker Botts L.L.P. as to certain tax matters
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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: June 30, 2000 By: /s/ JAY D. BROWNING
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Jay D. Browning
Secretary
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EXHIBIT INDEX
Exhibit
No. Description
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4.1 Amended and Restated Declaration of Trust, dated as of
June 28, 2000, of VEC Trust I
4.2 Form of Preferred Security (included in Exhibit 4.1)
4.3 Valero Energy Corporation Guarantee Agreement, dated as of
June 28, 2000, relating to VEC Trust I
4.4 Purchase Contract Agreement, dated as of June 28, 2000,
between Valero Energy Corporation and The Bank of New York
4.5 Pledge Agreement, dated as of June 28, 2000, among Valero
Energy Corporation, Bank One Trust Company, N.A. and The Bank
of New York
4.6 First Supplemental Indenture, dated as of June 28, 2000,
between Valero Energy Corporation and The Bank of New York
4.7 Form of 7 3/4% Senior Deferrable Note due 2005 (included in
Exhibit 4.6)
4.8 Remarketing Agreement, dated as of June 28, 2000, among
Valero Energy Corporation, VEC Trust I and Morgan Stanley
& Co. Incorporated.
4.9 Officer's Certificate delivered pursuant to Sections 102, 301
and 303 of the Indenture, dated as of December 12, 1997,
providing for the terms of the Notes by Valero Energy
Corporation
4.10 Form of Note (included in Exhibit 4.9)
8.1 Opinion of Baker Botts L.L.P. as to certain tax matters
