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
(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.
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.