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 Act of 1934
Date of Report (Date of earliest event reported): March 12, 2003
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 78212
SAN ANTONIO, TEXAS (Zip Code)
(Address of principal executive offices)
(210) 370-2000
(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS.
Valero L.P. (the "Partnership"), is filing this Current Report on
Form 8-K in connection with the public offering (the "Offering") of up to
6,612,500 common units (the "Offered Units") representing limited partner
interests in the Partnership, including common units issuable pursuant to an
over-allotment option granted to underwriters, under the Partnership's shelf
registration statement on Form S-3 (Registration No. 333-89978) (the
"Registration Statement"), as supplemented by the Prospectus Supplement dated
March 12, 2003 relating to the Offered Units filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as
amended. The sale price of the common units was $36.75 per unit with an
underwriting discount of $1.56.
In connection with the Offering, the Partnership entered into an
underwriting agreement on March 12, 2003, with Lehman Brothers Inc., Goldman,
Sachs & Co., Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc., UBS
Warburg LLC, Credit Suisse First Boston LLC, RBC Dain Rauscher Inc. and Sanders
Morris Harris Inc. Concurrently with the underwriting agreement, the Partnership
and UDS Logistics, LLC also entered into a common unit redemption agreement on
March 12, 2003 for the redemption from UDS Logistics, LLC, an indirect wholly
owned subsidiary of Valero Energy Corporation, of 3,809,750 common units for an
aggregate redemption price of $134,065,100, or $35.19 per unit, which is equal
to the net proceeds per unit received in the Offering.
The opinions of Andrews & Kurth L.L.P. attached as exhibits to this
Current Report relate to the Offering, and the opinion as to certain tax matters
(Exhibit 8.1) replaces, with respect to the Offering, the opinions as to tax
matters previously filed as exhibits to the Registration Statement. The opinions
of Andrews & Kurth L.L.P. are being filed as exhibits to this Current Report in
lieu of filing them as exhibits to the Registration Statement by means of a
post-effective amendment. Instead, upon filing, this Current Report on Form 8-K
is incorporated by reference into the Registration Statement. Accordingly, such
exhibits are also incorporated by reference into the Registration Statement as
exhibits thereto.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBIT
Exhibit No. Description
----------- -----------
1.1 Underwriting Agreement dated March 12, 2003 by
and among Valero L.P., Riverwalk Logistics, L.P.,
Valero GP, LLC, Valero Logistics Operations, L.P.,
Valero GP, Inc., Lehman Brothers Inc., Goldman,
Sachs & Co., Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc., UBS Warburg LLC, Credit
Suisse First Boston LLC, RBC Dain Rauscher Inc.
and Sanders Morris Harris Inc.
5.1 Opinion of Andrews & Kurth L.L.P. as to the
legality of the securities registered.
8.1 Opinion of Andrews & Kurth L.L.P. as to certain tax
matters.
10.1 Common Unit Redemption Agreement dated March 12,
2003 by and among Valero L.P. and UDS Logistics,
LLC.
23.1 Consent of Andrews & Kurth L.L.P. (included in
Exhibits 5.1 and 8.1).
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: March 14, 2003 By: /s/ BRADLEY C. BARRON
---------------------
Name: Bradley C. Barron
Title: Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
1.1 Underwriting Agreement dated March 12, 2003 by and among
Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC,
Valero Logistics Operations, L.P., Valero GP, Inc., Lehman
Brothers Inc., Goldman, Sachs & Co., Morgan Stanley & Co.
Incorporated, Salomon Smith Barney Inc., UBS Warburg LLC,
Credit Suisse First Boston LLC, RBC Dain Rauscher Inc.
and Sanders Morris Harris Inc.
5.1 Opinion of Andrews & Kurth L.L.P. as to the legality of the
securities registered.
8.1 Opinion of Andrews & Kurth L.L.P. as to certain tax matters.
10.1 Common Unit Redemption Agreement dated March 12, 2003 by
and among Valero L.P. and UDS Logistics, LLC.
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1
and 8.1).