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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
NOVEMBER 1, 2004
VALERO L.P.
(Exact name of registrant as specified in its charter)
DELAWARE 1-16417 74-2956831
(State or other (Commission File Number) (IRS Employer
jurisdiction Identification No.)
of incorporation)
One Valero Way
San Antonio, Texas 78249
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 345-2000
------------------------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 1, 2004, Valero L.P., a Delaware limited partnership, issued a press
release announcing financial results for the quarter ended September 30, 2004.
A copy of the press release announcing the financial results is furnished with
this report as Exhibit 99.1, and is incorporated herein by reference.
The information in this report is being furnished, not filed, pursuant to Item
2.02 of Form 8-K. Accordingly, the information in this report, including the
press release, will not be incorporated by reference into any registration
statement filed by the Company under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference.
NON-GAAP FINANCIAL MEASURES
The press release announcing the earnings discloses certain financial measures,
EBITDA and distributable cash flow, that are non-GAAP financial measures as
defined under SEC rules. The press release furnishes a reconciliation of these
non-GAAP financial measures to their nearest GAAP financial measures. Management
uses these financial measures because they are widely accepted financial
indicators used by investors to compare partnership performance. In addition,
management believes that these measures provide investors an enhanced
perspective of the operating performance of the partnership's assets and the
cash that the business is generating. Neither EBITDA nor distributable cash flow
are intended to represent cash flows for the period, nor are they presented as
an alternative to net income or cash flow from operations. They should not be
considered in isolation or as substitutes for a measure of performance prepared
in accordance with United States generally accepted accounting principles.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press Release dated November 1, 2004.
SIGNATURE
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 L.P.
By: Riverwalk Logistics, L.P.
Valero L.P.'s general partner
By: Valero GP, LLC
Riverwalk Logistics, L.P.'s
general partner
Date: November 1, 2004 By:/s/Bradley C. Barron
-----------------------------
Name: Bradley C. Barron
Title: Corporate Secretary