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): August 5, 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 an
aggregate of 1,236,250 common units (the "Offered Units") representing limited
partner interests in the Partnership, including common units issuable pursuant
to an over-allotment option granted to the underwriter, 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
August 5, 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 $41.15 per unit with an
underwriting discount of $1.85.
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
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1.1 Underwriting Agreement dated August 5, 2003 by and among Valero L.P.,
Riverwalk Logistics, L.P., Valero GP, LLC, Valero Logistics Operations, L.P.,
Valero GP, Inc., and Lehman Brothers 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.
23.1 Consent of Andrews & Kurth L.L.P. (included in Exhibits 5.1 and 8.1).
23.2 Consent of Ernst & Young LLP
99.1 Consolidated Balance Sheet of Riverwalk Logistics, L.P. as of March 31, 2003
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: August 6, 2003 By: /s/ Bradley C. Barron
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Name: Bradley C. Barron
Title: Corporate Secretary