SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 12, 2002
(Date of Earliest Event Reported)
VALERO ENERGY CORPORATION THRIFT PLAN
(Exact name of registrant as specified in its charter)
n/a 1-13175 74-1828067
(State or other (Commission File Number) (IRS Employer
Jurisdiction Identification
of incorporation) Number)
One Valero Place
San Antonio, Texas 78212
(Address of principal executive offices, including Zip Code)
(210) 370-2000
(Registrant's telephone number, including area code)
Item 4. Changes in Registrant's Certifying Accountant.
On March 12, 2002, upon the recommendation of the audit committee, the board of
directors of Valero Energy Corporation ("Valero" or the "Company") approved the
dismissal of Arthur Andersen LLP ("Arthur Andersen") as the Company's
independent auditors following the 2001 audit and the selection of Ernst & Young
LLP to serve as the Company's independent auditors for the year ending December
31, 2002. The appointment of Ernst & Young was ratified by Valero's stockholders
at the Company's 2002 Annual Meeting of Stockholders held on May 9, 2002.
On June 12, 2002, Valero, as the Plan Administrator of the Valero Energy
Corporation Thrift Plan (the "Plan"), dismissed Arthur Andersen LLP as the
independent auditors of the Plan for the year ending December 31, 2001, and
selected Ernst & Young LLP to serve as the Plan's independent auditors.
Arthur Andersen's reports on the Plan's financial statements for each of the
years ended December 31, 2000 and 1999 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. During the years ended December 31, 2000
and 1999 and through the date hereof, there were no disagreements with Arthur
Andersen on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to Arthur
Andersen's satisfaction, would have caused Arthur Andersen to make reference to
the subject matter in connection with its report on the Plan's financial
statements for such years, and there were no reportable events as defined in
Item 304(a)(1)(v) of Regulation S-K.
The Plan Administrator provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated
June 12, 2002, stating its agreement with such statements.
During the years ended December 31, 2000 and 1999 and through June 12, 2002, the
Plan Administrator did not consult Ernst & Young with respect to the application
of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Plan's
financial statements, or any other matters or reportable events as set forth in
Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) - Not applicable.
(b) - Not applicable.
(c) - Exhibits.
Exhibit 16 Letter from Arthur Andersen LLP to the Filed with this
Securities and Exchange Commission dated document
June 12, 2002
SIGNATURES
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 13, 2002 By: _____________________
Name: Jay D. Browning
Title: Vice President and
Corporate Secretary
EXHIBIT INDEX
Exhibit Number Description
16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated June 12, 2002
EXHIBIT 16
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
June 12, 2002
Dear Sir/Madam:
We have read Item 4 included in this Form 8-K dated June 12, 2002, of the Valero
Energy Corporation Thrift Plan to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
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ARTHUR ANDERSEN LLP