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
MARCH 12, 2002
(Date of Earliest Event Reported)
VALERO ENERGY CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 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.
The Board of Directors determined on March 12, 2002 to appoint Ernst & Young LLP
to serve as the Company's independent auditors for the fiscal year ending
December 31, 2002. The appointment of Ernst & Young is being presented to
Valero's stockholders for ratification at the Company's 2002 Annual Meeting of
Stockholders to be held on May 9, 2002. Prior to the selection of Ernst & Young,
Arthur Andersen LLP served as the company's independent auditors.
Arthur Andersen's reports on the Company's consolidated financial statements for
each of the years ended December 31, 2001 and 2000 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, 2001 and 2000 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 them to
make reference to the subject matter in connection with their report on the
Company's consolidated financial statements for such years; and there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Arthur Andersen's letter, dated March 13,
2002, stating its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the date hereof,
the Company 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 Company's
consolidated 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 Securities Filed with
and Exchange Commission dated March 13, 2002 this document
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: March 13, 2002 By: /s/ Jay D. Browning
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Name: Jay D. Browning
Title: Vice President and
Corporate Secretary
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated March 13, 2002