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As filed with the Securities and Exchange Commission May 15, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Valero L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware 74-2958817
(State of (IRS Employer
Incorporation) Identification No.)
One Valero Place 78212
San Antonio, Texas
(Address of Principal Executive (zip code)
Offices)
Valero GP, LLC 2002 Unit Option Plan
(Full title of the Plan)
Todd Walker, Esq.
Corporate Secretary
One Valero Place
San Antonio, Texas 78212
(Name and Address of Agent for Service)
(210) 370-2000
(Telephone Number, Including Area Code
of Agent for Service)
CALCULATION OF REGISTRATION FEE
------------------------- ------------------- -------------------- ----------------------- ------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per Offering Registration Fee
Share (1) ---------------------- (1)
Price (1)
------------------------- ------------------- -------------------- ----------------------- ------------------
------------------------- ------------------- -------------------- ----------------------- ------------------
Common Units 200,000 $38.43 $7,686,000 $735.00
Representing Limited
Partnership Interests
------------------------- ------------------- -------------------- ----------------------- ------------------
(1) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457 (h) and Rule 457 (c), based on the market
price of Common Units of Valero L.P. (the "Company") of $38.43, per
Unit, which is the average of the high and low sale price thereof on
the Composite Tape of the New York Stock Exchange on May 8, 2002.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated herein by
reference:
(a) The Company's prospectus dated April 9, 2001 (the "Prospectus") filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the "1933 Act");
(b) The Company's Report on Form 10-K/A for the fiscal year ended December
31, 2001, filed pursuant to Section 13(a) of the Securities Exchange
Act of 1934, as amended (the "1934 Act"); and
(c) The Company's Report on Form 8-K/A dated February 1, 2002, filed
pursuant to Section 13(a) of the 1934 Act.
All documents filed by the Company pursuant to Sections 13 (a), 13 (c), 14,
or 15(d) of the 1934 Act subsequent to the filing of this Form S-8 Registration
Statement (the "Registration Statement") and prior to the filing of a
post-effective amendment to the Registration Statement that indicates that all
securities offered have been sold or that de-registers all of the securities
that remain unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the respective dates of the filing of such documents.
Item 4. Description of Securities.
Incorporated by reference to the Prospectus.
Item 5. Interests of Named Experts and Counsel.
EXPERTS
The December 31, 2001 consolidated and combined financial statements of
Valero L.P. (formerly Shamrock Logistics, L.P.) and its predecessor in interest,
the Ultramar Diamond Shamrock Logistics Business, incorporated by reference in
this Registration Statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in auditing and accounting in giving said reports.
LEGAL MATTERS
The validity of the Company's Common Units being offered hereby has been
passed upon for the Company by Todd Walker, Esq., Secretary for the Company. Mr.
Walker beneficially owns Common Units of the Company.
Item 6. Indemnification of Directors and Officers.
Under the Company's partnership agreement, in most circumstances, the
Company will indemnify the following persons, to the fullest extent permitted by
law, from and against all losses, claims, damages or similar events:
(1) the general partner;
(2) any departing general partner;
(3) any person who is or was an affiliate of the general partner or any
departing general partner;
(4) any person who is or was a partner, officer, director, employee,
agent, or trustee of the general partner, Valero GP, LLC, or departing
general partner or any affiliate of the general partner, Valero GP,
LLC, or departing general partner; or
(5) any person who is or was serving at the request of the general partner
or departing general partner or any affiliate of the general partner
or departing general partner as an officer, director, employee,
member, partner, agent, or trustee of another person.
Any indemnification under these provisions will only be out of the
Company's assets. Unless it otherwise agrees in its sole discretion, the general
partner shall not be personally liable for any of the Company's indemnification
obligations, nor have any obligation to contribute or loan funds or assets to
the Company to enable us to effectuate indemnification. The Company maintains a
policy of director's and officer's liability insurance, and has entered into
indemnification agreements with the directors and certain officers of Valero GP,
LLC, providing for indemnification on the terms set out in the partnership
agreement of the Company.
Item 8. Exhibits.
Exhibit Number Description
4.1 Valero GP, LLC 2002 Unit Option Plan (incorporated by reference to
Exhibit 10.2 to the Company's Report on Form 10-K/A for the year ended
December 31, 2001)
5.1 Opinion regarding legality of securities being issued
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Todd Walker, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney of the Company
24.2 Powers of Attorney of Directors and Officers of Valero GP, LLC
Item 9. Undertakings.
A. The Company hereby undertakes:
(1) to file during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement (a) to include any
prospectus required by Section 10(a)(3) of the 1933 Act, (b) to reflect in the
prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment hereof)
which, individually or in the aggregate, represents a fundamental change in the
information set forth in this Registration Statement (except, as regards (a) and
(b), to the extent covered by reports filed under the 1934 Act and incorporated
herein by reference), and (c) to include any material information with respect
to the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
(2) that, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
B. The Company hereby undertakes that, for purposes of determining any liability
under the 1933 Act, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the 1934 Act and each filing of the Plan's
annual report pursuant to Section 15(d) of the 1934 Act that are incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers, and controlling persons of the Company or
Valero GP, LLC pursuant to the foregoing provisions or otherwise, the Company is
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company or Valero GP, LLC in the successful defense
of any action, suit or proceeding) is asserted by a director, officer, or
controlling person of the Company or Valero GP, LLC in connection with the
securities being registered, the Company will, unless in the opinion of counsel
for the Company the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Antonio, Texas, on the 15th day of May, 2002.
Valero L.P.
By: Riverwalk Logistics, L.P., its General
Partner
By: Valero GP, LLC, its General Partner
By: *Curtis V. Anastasio,President
and Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated:
Signature Title Date
*Curtis V. Anastasio President Chief May 15, 2002
Executive Officer,and Director
*William E. Greehey Chairman of the Board and May 15, 2002
Director
*H. Frederick Christie Director May 15, 2002
*Gregory C. King Director May 15, 2002
*William R. Klesse Executive Vice President and May 14, 2002
Director
*Rodman D. Patton Director May 15, 2002
*Robert A. Profusek Director May 15, 2002
*Steven A. Blank Senior Vice President and May 15, 2002
Chief Financial Officer
(Chief Financial Officer)
*John H. Krueger Senior Vice President and May 15, 2002
Controller
(Chief Accounting Officer)
*Todd Walker, by signing his name hereto, does hereby sign this Registration
Statement on Form S-8 on behalf of Valero L.P. and each of the above-named
officers and directors of Valero GP, LLC, general partner of Riverwalk
Logistics, L.P., general partner of Valero L.P., pursuant to powers of attorney
executed on behalf of the Company and each of such officers and directors.
By: /s/ Todd Walker
Attorney-in-fact
May 15,2002
INDEX TO EXHIBITS
Exhibit Number Description
4.1 Valero GP, LLC 2002 Unit Option Plan (incorporated by reference to
Exhibit 10.2 to the Company's Report on Form 10-K/A for the year ended
December 31, 2001)
5.1 Opinion regarding legality of securities being issued
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Todd Walker, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney of the Company
24.2 Powers of Attorney of Directors and Officers of Valero GP, LLC
Exhibit 5.1
May 15,2002
Valero L.P.
One Valero Place
San Antonio, TX 78212
Re: Valero GP, LLC (formerly Shamrock Logistics GP, LLC) 2000 Long-Term
Incentive Plan ("Plan").
Ladies and Gentlemen:
I am counsel for Valero L.P., a Delaware limited partnership (the
"Company"). The Company expects to file with the Securities and Exchange
Commission on or about May 15,2002 under the Securities Act of 1933, as amended,
a Registration Statement on Form S-8 (the "Registration Statement") for the
purpose of registering 200,000 shares of common units representing limited
partnership interests of the Company ("Common Units") issuable under the Plan .
In connection with such filing, I have examined the Plan and such other
documents, records, and matters of law as I have deemed necessary for the
purpose of this opinion and based thereupon, I am of the opinion that the Common
Units that may be issued and sold or delivered pursuant to the Plan will be,
when issued in accordance with the Plan, legally issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement filed by the Company with the Securities and Exchange
Commission to register the Common Units under the Securities Act of 1933, as
amended.
Sincerely,
/s/ Todd Walker
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 5, 2002 on
the consolidated and combined financial statements of Valero L.P., formerly
Shamrock Logistics, L.P., and Valero Logistics Operations, L.P., formerly
Shamrock Logistics Operations, L.P. (successor to Ultramar Diamond Shamrock
Logistics Business) as of December 31, 2001 and 2000 (successor), and for the
year ended December 31, 1999 and the six months ended June 30, 2000
(predecessor) and for the six months ended December 31, 2000 (successor)
included on Valero L.P.'s Form 10-K. It should be noted that we have performed
no audit procedures subsequent to March 5, 2002, the date of our report.
Furthermore, we have not audited any financial statements of Valero L.P. as of
any date or for any period subsequent to December 31, 2001, the date of the
latest financial statements covered by our report.
/s/ Arthur Andersen LLP
San Antonio, Texas
May 14, 2002
Exhibit 24.1
POWER OF ATTORNEY
Valero L.P. hereby constitutes and appoints Todd Walker, Jay Browning, and
Stephen Gilbert or any of them, its true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution, to do any and
all acts and things in its name and behalf, and to execute any and all
instruments for it and in its name which the said attorneys-in-fact and agents,
or either of them, may deem necessary or advisable to enable Valero L.P. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission in connection with a
Registration Statement on Form S-8, including without limitation power and
authority to sign for it such Registration Statement and power and any and all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, hereby ratifying and confirming all that the
said attorneys-in-fact and agents, or their substitute or substitutes, or any
one of them, shall do or cause to be done by virtue hereof.
Valero L.P.
By: Riverwalk Logistics, L.P., its General
Partner
By: Valero GP, LLC, its General
Partner
/s/Curtis V. Anastasio
-------------------------------
By:Curtis V. Anastasio,
President and Chief Executive Officer
Dated: March 22, 2002
Exhibit 24.2
POWER OF ATTORNEY
The undersigned directors and/or officers of Valero GP, LLC, hereby
constitute and appoint Todd Walker, Jay Browning, and Stephen Gilbert, or any of
them, as the true and lawful attorneys-in-fact and agents of the undersigned,
each with full power of substitution and resubstitution, to do any and all acts
and things in their names and in their respective capacities as a director
and/or an officer of Valero GP, LLC, and to execute any and all instruments for
them and in their names in the capacities indicated above, which said
attorneys-in-fact and agents, or any of them, may deem necessary or advisable to
enable Valero L.P. to comply with the Securities Act of 1933, as amended, and
any rules, regulations and requirements of the Securities and Exchange
Commission in connection with a Registration Statement on Form S-8 covering up
to 200,000 Common Units representing limited partnership interests of Valero
L.P., including without limitation power and authority to sign for them, in
their name in the capacities indicated above, such Registration Statement and
any and all amendments (including post-effective amendments) thereto, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that the said attorneys-in-fact and agents, or their substitute
or substitutes, or any one of them, shall do or cause to be done by virtue
hereof.
/s/ William E. Greehey /s/ Gregory C. King
------------------------- ---------------------------
William E. Greehey Gregory C. King
/s/ Rodman D. Patton /s/ Curtis V. Anastasio
------------------------- ---------------------------
Rodman D. Patton Curtis V. Anastasio
/s/ Robert A. Profusek /s/ Steven A. Blank
------------------------- ---------------------------
Robert A. Profusek Steven A. Blank
/s/ H. Frederick Christie /s/ John H. Krueger
------------------------- ---------------------------
H. Frederick Christie John H. Krueger, Jr.
/s/ William R. Klesse
-------------------------
William R. Klesse
Dated: March 22, 2002