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CUSIP NO. 91913W 10 4 PAGE 9 OF 25 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UDS Logistics, LLC 85-0470977
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO; see Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY -----------------------------------------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 4,424,322 Common Units of Valero L.P.
REPORTING -----------------------------------------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
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10 SHARED DISPOSITIVE POWER
4,424,322 Common Units of Valero L.P.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,424,322 Common Units of Valero L.P.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.1%
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14 TYPE OF REPORTING PERSON
HC, OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 10 of 25 Pages
ORIGINAL REPORT ON SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D is being filed by Valero Energy
Corporation ("Valero") and certain of its subsidiaries, TPI Petroleum, Inc.,
Diamond Shamrock Refining and Marketing Company, Sigmor Corporation, The
Shamrock Pipe Line Corporation, Diamond Shamrock Refining Company, L.P., TPI
Pipeline Corporation and UDS Logistics, LLC (collectively, the "Subsidiaries"
and together with Valero, the "Reporting Persons"). This statement relates to
the common units representing limited partner interests (the "Common Units") of
Valero L.P., a Delaware limited partnership (the "Partnership"), which has its
principal executive offices at 6000 North Loop 1604 West, San Antonio, Texas
78249-1112.
Item 2. Identity and Background
(a) - (b) The information required to be filed in response to
paragraphs (a) and (b) of Item 2 with respect to the Reporting Persons is set
forth on Schedule I.
(c) The information required to be filed in response to paragraph (c)
of Item 2 with respect to the Reporting Persons is as follows:
1. Valero is principally engaged in the refining, marketing and
retailing of high-quality refined petroleum products and
convenience store merchandise. The executive officers and
directors of Valero are listed on Appendix A hereto.
The 4,424,322 Common Units, representing a 46.1% ownership
interest in the Partnership, were initially beneficially owned
by Ultramar Diamond Shamrock Corporation, a Delaware
corporation ("UDS"), through the Subsidiaries holding the
Common Units. Pursuant to that certain Agreement of Plan of
Merger dated as of May 6, 2001 by and between UDS and Valero
(the "Merger Agreement"), UDS was merged with and into Valero
on December 31, 2001 (the "Merger"), with Valero remaining as
the surviving corporation and ultimate parent company of the
Subsidiaries holding the Common Units.
As a result of the Merger, Valero beneficially owns the
4,424,322 Common Units through UDS Logistics, LLC, its
indirect wholly owned subsidiary. Also as a result of the
Merger, Valero is the direct owner of 100% of each of Diamond
Shamrock Refining and Marketing Company ("DSRMC") and TPI
Petroleum Inc. DSRMC holds a 45.023544% member interest in UDS
Logistics, LLC. DSRMC also is the owner of 100% of each of
Diamond Shamrock Refining Company, L.P. (through DSRMC's
subsidiaries Sigmor Corporation and D-S Venture Company, LLC),
Sigmor Corporation and The Shamrock Pipe Line Corporation,
each of which holds a 5.414771%, 29.498522% and 13.544178%
member interest in UDS Logistics, LLC, respectively. The
remaining 6.518985% member interests in UDS Logistics, LLC is
held by TPI Pipeline Corporation, a direct wholly owned
subsidiary of TPI Petroleum Inc.
As a result of this ownership structure, Valero and each of
the following direct and indirect subsidiaries of Valero,
DSRMC, TPI Petroleum, Inc., TPI Pipeline Corporation, Sigmor
Corporation, The Shamrock Pipe Line Corporation and Diamond
Shamrock Refining Company, L.P., may be deemed to beneficially
own the Common Units held by UDS Logistics, LLC.
2. TPI Petroleum, Inc. is the direct owner of 100% of TPI
Pipeline Corporation and is principally engaged in the
refining and marketing of petroleum products. The executive
officers and directors of TPI Petroleum, Inc. are listed on
Appendix B hereto.
Page 11 of 25 Pages
3. DSRMC is the direct owner of 45.023544% of the member
interests of UDS Logistics, LLC, 100% of each of Sigmor
Corporation, The Shamrock Pipe Line Corporation and Diamond
Shamrock Refining Company, L.P. and is principally engaged in
the refining and marketing of petroleum products. The
executive officers and directors of DSRMC are listed on
Appendix C hereto.
4. Sigmor Corporation owns 29.498522% of the member interests of
UDS Logistics, LLC and is principally engaged in the ownership
and leasing of real estate. The executive officers and
directors of Sigmor Corporation are listed on Appendix D
hereto.
5. The Shamrock Pipe Line Corporation owns 13.544178% of the
member interests of UDS Logistics, LLC and is primarily
engaged in the ownership and operation of pipelines. The
executive officers and directors of The Shamrock Pipe Line
Corporation are listed on Appendix E hereto.
6. Diamond Shamrock Refining Company, L.P. owns 5.414771% of the
member interests of UDS Logistics, LLC and is primarily
engaged in the ownership and operation of refineries and
pipelines.
7. TPI Pipeline Corporation owns 6.518985% of the member
interests of UDS Logistics, LLC and is primarily engaged in
the ownership and operation of pipelines. The executive
officers and directors of TPI Pipeline Corporation are listed
on Appendix F hereto.
8. UDS Logistics, LLC is the limited partner of Riverwalk
Logistics, L.P., the general partner of the Partnership, and
its sole purpose is to hold (i) the limited partner interest
in Riverwalk Logistics, L.P. and (ii) Common Units and the
subordinated units of the Partnership. The executive officers
and directors of UDS Logistics, LLC are listed on Appendix G
hereto.
(d) During the last five years, none of the Reporting Persons have been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, none of the Reporting Persons have been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which any of such persons was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) The information required to be filed in response to paragraph (f)
of Item 2 with respect to the Reporting Persons is set forth on Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
UDS and the Subsidiaries originally acquired beneficial ownership of
4,424,322 Common Units on April 16, 2001 in exchange for the contribution of an
equity interest in an affiliated entity of the Partnership in connection with
the Partnership's initial public offering.
Pursuant to the Merger Agreement, UDS was merged with and into Valero
on December 31, 2001, whereupon UDS ceased its existence and Valero, as the
surviving entity of the Merger, became the ultimate parent company of the
Subsidiaries and, as a result, the beneficial owner of the Common Units.
Item 4. Purpose of Transaction
The Merger between UDS and Valero, whereby Valero became the beneficial
owner of the Common Units, was consummated in order to complete the acquisition
of UDS' business by Valero. The Reporting
Page 12 of 25 Pages
Persons acquired the Common Units reported herein solely for the purpose of
investment. The Reporting Persons may make additional purchases of Common Units
either in the open market or in private transactions depending on the
Partnership's business, prospects and financial condition, the market for the
Common Units, general economic conditions, money and stock market conditions and
other future developments.
Item 5. Interest in Securities of the Partnership
(a) There were 9,599,322 Common Units outstanding as of December 31,
2001, the date of the Merger. The Reporting Persons are deemed to be the
beneficial owners of 4,424,322 Common Units, which constitute approximately
46.1% of the total issued and outstanding Common Units as of January 10, 2002.
The Reporting Persons also hold, through UDS Logistics, LLC, 9,599,322
subordinated limited partner interests in the Partnership, which may be
converted, generally not before March 31, 2006, into an equal number of Common
Units upon satisfaction of the conditions described in the Registration
Statement on Form S-1 (No. 333-43668 and No. 333-58588), incorporated herein by
reference.
(b) The number of Common Units as to which there is sole power to vote
or to direct the vote, sole power to dispose or to direct the disposition, or
shared power to dispose or direct the disposition for the Reporting Persons is
set forth on the cover page of this Statement on Schedule 13D, and such
information is incorporated herein by reference.
(c) There have been no reportable transactions with respect to the
Common Units within the last 60 days by the Reporting Persons except for the
acquisition of beneficial ownership of units being reported on this Schedule
13D.
(d) The Reporting Persons have the right to receive distributions from,
and the proceeds from the sale of, the respective Common Units reported by such
persons on the cover pages of this Statement on Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect
to Securities of the Company
The 4,424,322 Common Units acquired by the Subsidiaries were acquired
in a private placement and are restricted securities. Certain transfer
restrictions, voting rights of the Reporting Persons and registration rights
granted by the Partnership and to which the Partnership is entitled are set
forth in the Second Amended and Restated Agreement of Limited Partnership of the
Partnership, a copy of the form of which is included as Appendix A to the
Registration Statement on Form S-1 which has been incorporated by reference to
this Schedule 13D.
Item 7. Material to be filed as Exhibits
Exhibit A: Registration Statement on Form S-1 for Shamrock Logistics,
L.P. (333-43668) incorporated herein by reference.
Exhibit B: Registration Statement on Form S-1 for Shamrock Logistics,
L.P. (333-58588) incorporated herein by reference.
Exhibit C: Agreement and Plan of Merger dated as of May 6, 2001, by and
between Valero Energy Corporation and Ultramar Diamond Shamrock Corporation
incorporated herein by reference.
Exhibit D: Joint Filing Agreement, dated January 10, 2002.
Page 13 of 25 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Date: January 10, 2002 VALERO ENERGY CORPORATION
/S/ Jay D. Browning
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Name: Jay D. Browning
Title: Secretary
TPI PETROLEUM, INC.
/S/ Todd Walker
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Name: Todd Walker
Title: Secretary
DIAMOND SHAMROCK REFINING AND MARKETING COMPANY
/S/ Todd Walker
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Name: Todd Walker
Title: Secretary
SIGMOR CORPORATION
/S/ Todd Walker
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Name: Todd Walker
Title: Secretary
THE SHAMROCK PIPE LINE CORPORATION
/S/ Todd Walker
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Name: Todd Walker
Title: Secretary
Page 14 of 25 Pages
DIAMOND SHAMROCK REFINING COMPANY, L.P.
/S/ Todd Walker
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Name: Todd Walker
Title: Secretary
TPI PIPELINE CORPORATION
/S/ Todd Walker
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Name: Todd Walker
Title: Secretary
UDS LOGISTICS, LLC
/S/ Corky Davis
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Name: Corky Davis
Title: Secretary
Page 15 of 25 Pages
SCHEDULE I
STATE OF
NAME INCORPORATION BUSINESS ADDRESS
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Valero Energy Corporation Delaware One Valero Place
San Antonio, Texas 78212
TPI Petroleum, Inc. Michigan One Valero Place
San Antonio, Texas 78212
Diamond Shamrock Refining and Marketing Delaware One Valero Place
Company San Antonio, Texas 78212
Sigmor Corporation Delaware One Valero Place
San Antonio, Texas 78212
The Shamrock Pipe Line Corporation Delaware One Valero Place
San Antonio, Texas 78212
Diamond Shamrock Refining Company, L.P. Delaware One Valero Place
San Antonio, Texas 78212
TPI Pipeline Corporation Michigan One Valero Place
San Antonio, Texas 78212
UDS Logistics, LLC Delaware 5801 Osuna Road, NE
Suite A-102
Albuquerque, NM 87109-2587
