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SEC Filings
S-8
NUSTAR ENERGY L.P. filed this Form S-8 on 05/15/2002
Entire Document
 
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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
                           ---------------------------

                                    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)




<PAGE>








<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
<S>                       <C>                 <C>                  <C>                     <C>
------------------------- ------------------- -------------------- ----------------------- ------------------
 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
------------------------- ------------------- -------------------- ----------------------- ------------------
</TABLE>



(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.







<PAGE>



                                     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.



<PAGE>

                                  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.




<PAGE>




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;



<PAGE>

     (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.







<PAGE>
                                   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:



<TABLE>
<CAPTION>
<S>                    <C>                                         <C>
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)
</TABLE>




<PAGE>

*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







<PAGE>



                                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









<PAGE>



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







<PAGE>



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






<PAGE>



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





<PAGE>



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