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): August 13, 2002
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-3175 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 7. (c) Financial Statements and Exhibits.
Exhibits
Number Exhibit
------ -------
99.1 Statement Under Oath of William E. Greehey, Chief Executive Officer
of Valero Energy Corporation, filed with the Securities and Exchange
Commission on August 13, 2002 pursuant to the June 27, 2002 Order of
the Securities and Exchange Commission
99.2 Statement Under Oath of John D. Gibbons, Chief Financial Officer
of Valero Energy Corporation, filed with the Securities and Exchange
Commission on August 13, 2002 pursuant to the June 27, 2002 Order of
the Securities and Exchange Commission
Item 9. Regulation FD Disclosure.
On June 27, 2002, the Securities and Exchange Commission issued an
administrative order requiring both the principal executive officer and the
principal financial officer of certain publicly traded companies, including
Valero Energy Corporation, to file a statement under oath regarding the accuracy
of the company's most recent annual report, as well as all quarterly reports,
reports on Form 8-K and definitive proxy materials filed since the annual
report. See SEC Order File No. 4-460, available at
http://www.sec.gov/rules/other/4-460.htm. A copy of the required statements of
William E. Greehey, Chief Executive Officer of Valero Energy Corporation, and
John D. Gibbons, Chief Financial Officer of Valero Energy Corporation, are
attached to this report as Exhibits 99.1 and 99.2, respectively, and are being
furnished with this report for informational purposes pursuant to Regulation FD.
2
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: August 13, 2002 By: /s/ Jay D. Browning
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Jay D. Browning
Vice President and Secretary
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EXHIBIT INDEX
Number Exhibit
------ -------
99.1 Statement Under Oath of William E. Greehey, Chief Executive Officer
of Valero Energy Corporation, filed with the Securities and Exchange
Commission on August 13, 2002 pursuant to the June 27, 2002 Order of
the Securities and Exchange Commission
99.2 Statement Under Oath of John D. Gibbons, Chief Financial Officer of
Valero Energy Corporation, filed with the Securities and Exchange
Commission on August 13, 2002 pursuant to the June 27, 2002 Order of
the Securities and Exchange Commission
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EXHIBIT 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING
FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, William E. Greehey, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of Valero Energy Corporation, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31,
2001 of Valero Energy Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Valero Energy Corporation filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ William E. Greehey
----------------------
William E. Greehey
Chief Executive Officer and President,
Valero Energy Corporation
Date: August 13, 2002
Subscribed and sworn to before me this 13th day of August 2002.
/s/ Cristina Menchaca
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Notary Public
My Commission Expires: December 29, 2002
EXHIBIT 99.2
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING
FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, John D. Gibbons, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports
of Valero Energy Corporation, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material
fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials,
as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to
make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of
the end of the period covered by such report (or in the case of a
report on Form 8-K or definitive proxy materials, as of the date
on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit
committee.
(3) In this statement under oath, each of the following, if filed on or
before the date of this statement, is a "covered report":
o Annual Report on Form 10-K for the fiscal year ended December 31,
2001 of Valero Energy Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all
definitive proxy materials of Valero Energy Corporation filed
with the Commission subsequent to the filing of the Form 10-K
identified above; and
o any amendments to any of the foregoing.
/s/ John D. Gibbons
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John D. Gibbons
Executive Vice President and
Chief Financial Officer,
Valero Energy Corporation
Date: August 13, 2002
Subscribed and sworn to before me this 13th day of August 2002.
/s/ Cristina Menchaca
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Notary Public
My Commission Expires: December 29, 2002