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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 SHAMROCK LOGISTICS, L.P. (Exact name of registrant as specified in its charter) DELAWARE 74-2958817 (State of incorporation (I.R.S. Employer or organization) Identification No.) 6000 NORTH LOOP 1604 WEST SAN ANTONIO, TEXAS 78249 (address of principal executive offices) (Zip Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED: EACH CLASS IS TO BE REGISTERED: Common Units representing limited partner interests New York Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities act registration statement file number to which this form relates: 333-43668 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None. 2 ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED A description of the common units representing limited partner interests in Shamrock Logistics, L.P. (the "Registrant") to be registered hereunder is set forth under the captions "Prospectus Summary," "Cash Distribution Policy," "Description of the Common Units," "The Partnership Agreement" and "Tax Considerations" in the prospectus included in the Registrant's Registration Statement on Form S-1 (No. 333-43668), as filed with the Securities and Exchange Commission on August 14, 2000 under the Securities Act of 1933, as amended, and will be set forth in any prospectus filed in accordance with Rule 424(b) thereunder, which description is incorporated herein by reference. ITEM 2. EXHIBITS The following exhibits to this Registration Statement on Form 8-A are either filed herewith or are incorporated by reference from the documents specified, which have been filed with the Securities and Exchange Commission. 1. Registrant's Registration Statement on Form S-1 (No. 333-43668), as filed with the Securities and Exchange Commission on August 14, 2000 (the "Registration Statement"). 2. Certificate of Limited Partnership of the Registrant, as filed as Exhibit 3.1 to the prospectus included in the Registration Statement on Form S-1. 3. Certificate of Amendment to Certificate of Limited Partnership of the Registrant, as filed as Exhibit 3.2 to the prospectus included in the Registration Statement on Form S-1. 4. Second Amended and Restated Agreement of Limited Partnership of the Registrant, which is included as Appendix A to the prospectus included in the Registration Statement on Form S-1. 5. Form of Certificate Evidencing Common Units, which is included as Exhibit A to Appendix A to the prospectus included in the Registration Statement on Form S-1. -2- 3 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 29, 2001 SHAMROCK LOGISTICS, L.P. BY: RIVERWALK LOGISTICS, L.P. ITS GENERAL PARTNER BY: SHAMROCK LOGISTICS GP, LLC ITS GENERAL PARTNER By: /s/ C. V. Anastasio ---------------------------------- Name: C. V. Anastasio Title: President and Chief Executive Officer