AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 7, 2005
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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VALERO L.P.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 4610 74-2956831
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Identification
Incorporation or Classification Code Number)
Organization) Number)
ONE VALERO WAY
SAN ANTONIO, TEXAS 78249
(210) 345-2000
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
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CURTIS V. ANASTASIO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
VALERO GP, LLC
ONE VALERO WAY
SAN ANTONIO, TEXAS 78249
(210) 345-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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COPIES TO:
JOHN A. WATSON, ESQ. GISLAR DONNENBERG, ESQ. LAWRENCE S. MAKOW, ESQ.
FULBRIGHT & JAWORSKI L.L.P. ANDREWS KURTH LLP WACHTELL, LIPTON,
1301 MCKINNEY, SUITE 5100 600 TRAVIS, SUITE 4200 ROSEN & KATZ
HOUSTON, TEXAS 77010 HOUSTON, TEXAS 77002 51 WEST 52ND STREET
(713) 651-5151 (713) 220-4200 NEW YORK, NEW YORK 10019
(212) 403-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement and the
satisfaction or waiver of all other conditions to the merger of Kaneb Pipe Line
Partners, L.P., or Kaneb Partners, with a subsidiary of the Registrant pursuant
to the Agreement and Plan of Merger by and among the Registrant, Kaneb Partners
and the other parties thereto described in the enclosed document.
If the securities being registered on this form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. |_|
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |X| 333-120726
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Form S-4 Registration Statement No.
333-120726 is filed solely to file Exhibits 8.1a, 8.2a and 8.3a as additional
exhibits to the Registration Statement. In accordance with Section 462(d) of
the Securities Act of 1933, as amended, this Post-Effective Amendment shall
become effective immediately upon filing with the Securities and Exchange
Commission.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
2.1 Agreement and Plan of Merger, dated as of October 31, 2004, by and among
Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC, Valero L.P. Sub
A LLC and Kaneb Services LLC (attached as Appendix A to the Proxy
Statement/Prospectus included in this Registration Statement).
2.2 Agreement and Plan of Merger, dated as of October 31, 2004, by and among
Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC, Valero L.P. Sub
B LLC, Kaneb Pipe Line Partners, L.P. and Kaneb Pipe Line Company LLC
(attached as Appendix B to the Proxy Statement/Prospectus included in
this Registration Statement).
5.1 Opinion of Bradley C. Barron, Esq. as to the legality of the securities.*
8.1 Opinion of Andrews Kurth LLP as to certain tax matters.*
8.1a Opinion of Andrews Kurth LLP as to certain tax matters.
8.2 Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.*
8.2a Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.
8.3 Opinion of Fulbright & Jaworski L.L.P. as to certain tax matters.*
8.3a Opinion of Fulbright & Jaworski L.L.P. as to certain tax matters.
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of KPMG LLP for Kaneb Services.*
23.3 Consent of KPMG LLP for Kaneb Partners.*
23.4 Consent of Bradley C. Barron, Esq. (included in opinion filed as Exhibit
5.1).*
23.5 Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 8.1).*
23.5a Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 8.1a).
23.6 Consent of Wachtell, Lipton, Rosen & Katz (included in opinion filed as
Exhibit 8.2).*
23.6a Consent of Wachtell, Lipton, Rosen & Katz (included in opinion filed as
Exhibit 8.2a).
23.7 Consent of Fulbright & Jaworski (included in opinion filed as Exhibit
8.3).*
23.7a Consent of Fulbright & Jaworski (included in opinion filed as Exhibit
8.3a).
24.1 Powers of Attorney (included on signature page hereto).*
99.1 Form of Proxy for Holders of Valero L.P. common units.*
99.2 Form of Proxy for Holders of Kaneb Partners units.*
99.3 Form of Proxy for Holders of Kaneb Services common shares.*
99.4 Consent of Credit Suisse First Boston LLC.*
99.5 Consent of Raymond James & Associates, Inc.*
99.6 Consent of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.*
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* Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Valero L.P. has duly caused this Amendment No. 1 to Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in San
Antonio, State of Texas, on the 6th day of July, 2005.
VALERO L.P.
By: RIVERWALK LOGISTICS, L.P.
its general partner
By: VALERO GP, LLC
its general partner
By:
/s/ Curtis V. Anastasio
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Name: Curtis V. Anastasio
Title: President and Chief
Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby appoints Curtis V.
Anastasio, Steven A. Blank, Clayton E. Killinger and Bradley C. Barron, and each
of them, any of whom may act without the joinder of the others, as his true and
lawful attorney-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any Registration Statement (including any
amendment thereto) for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or would do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or any of them or their or his
substitute and substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated below.
SIGNATURE TITLE
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*
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William E. Greehey Chairman of the Board and Director
*
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Curtis V. Anastasio President, Chief Executive Officer
and Director
(Principal Executive Officer)
*
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Steven A. Blank Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)
*
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Clayton E. Killinger Vice President and Controller
(Principal Accounting Officer)
*
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Dan J. Hill Director
*
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William R. Klesse Director
*
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Gregory C. King Director
*
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H. Frederick Christie Director
*
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Rodman D. Patton Director
*
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Robert A. Profusek Director
Each person above holds his respective position at both Valero GP, LLC (the
general partner of Riverwalk Logistics, L.P., the general partner of Valero
L.P.) and Valero GP, Inc. (the general partner of Valero Logistics Operations,
L.P.).
*By:
/s/ Bradley C. Barron
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Bradley C. Barron
ATTORNEY-IN-FACT
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated as of October 31, 2004, by and among
Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC, Valero L.P. Sub
A LLC and Kaneb Services LLC (attached as Appendix A to the Proxy
Statement/Prospectus included in this Registration Statement).
2.2 Agreement and Plan of Merger, dated as of October 31, 2004, by and among
Valero L.P., Riverwalk Logistics, L.P., Valero GP, LLC, Valero L.P. Sub
B LLC, Kaneb Pipe Line Partners, L.P. and Kaneb Pipe Line Company LLC
(attached as Appendix B to the Proxy Statement/Prospectus included in
this Registration Statement).
5.1 Opinion of Bradley C. Barron, Esq. as to the legality of the securities.*
8.1 Opinion of Andrews Kurth LLP as to certain tax matters.*
8.1a Opinion of Andrews Kurth LLP as to certain tax matters.
8.2 Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.*
8.2a Opinion of Wachtell, Lipton, Rosen & Katz as to certain tax matters.
8.3 Opinion of Fulbright & Jaworski L.L.P. as to certain tax matters.*
8.3a Opinion of Fulbright & Jaworski L.L.P. as to certain tax matters.
23.1 Consent of Ernst & Young LLP.*
23.2 Consent of KPMG LLP for Kaneb Services.*
23.3 Consent of KPMG LLP for Kaneb Partners.*
23.4 Consent of Bradley C. Barron, Esq. (included in opinion filed as Exhibit
5.1).*
23.5 Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 8.1).*
23.5a Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 8.1a).
23.6 Consent of Wachtell, Lipton, Rosen & Katz (included in opinion filed as
Exhibit 8.2).*
23.6a Consent of Wachtell, Lipton, Rosen & Katz (included in opinion filed as
Exhibit 8.2a).
23.7 Consent of Fulbright & Jaworski (included in opinion filed as Exhibit
8.3).*
23.7a Consent of Fulbright & Jaworski (included in opinion filed as Exhibit
8.3a).
24.1 Powers of Attorney (included on signature page hereto).*
99.1 Form of Proxy for Holders of Valero L.P. common units.*
99.2 Form of Proxy for Holders of Kaneb Partners units.*
99.3 Form of Proxy for Holders of Kaneb Services common shares.*
99.4 Consent of Credit Suisse First Boston LLC.*
99.5 Consent of Raymond James & Associates, Inc.*
99.6 Consent of Houlihan Lokey Howard & Zukin Financial Advisors, Inc.*
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* Previously filed.