SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Act of 1934
Date of Report (Date of earliest event reported): JULY 10, 2002
VALERO L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-16417 74-2956831
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number Identification No.)
ONE VALERO PLACE
SAN ANTONIO, TEXAS 78212
(Address of principal executive offices) (Zip Code)
(210) 370-2000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
On July 10, 2002, Valero Logistics Operations, L.P., a Delaware limited
partnership (the "Partnership"), a 100%-owned direct and indirect subsidiary of
Valero L.P., a Delaware limited partnership ("Valero L.P."), Valero L.P., Valero
GP, Inc., a Delaware corporation ("GP, Inc."), Riverwalk Logistics, L.P., a
Delaware limited partnership ("Riverwalk") and Valero GP, LLC, a Delaware
limited liability company ("Valero GP, LLC"), entered into an underwriting
agreement with the underwriters named therein, attached as Exhibit 10.1 hereto,
with respect to the issue and sale by the Partnership of $100,000,000 aggregate
principal amount of 6 7/8% Senior Notes due 2012 (the "Senior Notes") in an
underwritten public offering. The Senior Notes are fully and unconditionally
guaranteed by Valero L.P. and were registered under the Securities Act of 1933,
as amended, pursuant to the Partnership's and Valero L.P.'s shelf registration
statement on Form S-3 (File Nos. 333-89978 and 333-89978-01). The closing
respecting the Senior Notes is expected to occur on July 15, 2002.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Exhibits.
4.1 Indenture dated July 15, 2002, by and among the
Partnership, Valero L.P. and The Bank of New York, as
trustee.
4.2 First Supplemental Indenture dated July 15, 2002, by and
among the Partnership, Valero L.P. and The Bank of New
York, as trustee.
5.1 Opinion of Andrews & Kurth Mayor, Day & Caldwell L.L.P.
regarding the validity of the securities.
5.2 Consent of Andrews & Kurth Mayor, Day & Caldwell L.L.P.
(included in Exhibit 5.1 hereto).
8.1 Opinion of Andrews & Kurth Mayor, Day & Caldwell L.L.P.
with respect to tax matters
10.1 Underwriting Agreement dated July 10, 2002, by and among
the Partnership, Valero L.P., Riverwalk, GP, Inc. and
Valero GP, LLC and the underwriters named therein.
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 thereunto duly authorized.
Valero L.P.
By: Riverwalk Logistics, L.P.,
its general partner
By: Valero GP, LLC,
its general partner
Dated: July 15, 2002 By: /s/ Todd Walker
-------------------------------------
Todd Walker
Secretary