-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fnd9zmNBwYQtp3tmJqEoUrqcVXp3fu2j0sQdDgcIH8/o259LKzG6C2g7eHkO8a34 zmIiYKg09Np5V5bAqOcaNQ== 0001104659-06-080990.txt : 20061212 0001104659-06-080990.hdr.sgml : 20061212 20061212160439 ACCESSION NUMBER: 0001104659-06-080990 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061212 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20061212 DATE AS OF CHANGE: 20061212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALERO GP HOLDINGS LLC CENTRAL INDEX KEY: 0001223786 STANDARD INDUSTRIAL CLASSIFICATION: PIPE LINES (NO NATURAL GAS) [4610] IRS NUMBER: 850470977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32940 FILM NUMBER: 061271682 BUSINESS ADDRESS: STREET 1: ONE VALERO WAY CITY: SAN ANTONIO STATE: TX ZIP: 78249 BUSINESS PHONE: 2103452000 MAIL ADDRESS: STREET 1: ONE VALERO WAY CITY: SAN ANTONIO STATE: TX ZIP: 78249 FORMER COMPANY: FORMER CONFORMED NAME: UDS LOGISTICS LLC DATE OF NAME CHANGE: 20030319 8-K 1 a06-25521_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):           December 12, 2006

Valero GP Holdings, LLC

(Exact name of registrant as specified in its charter)

Delaware

 

001-32940

 

85-0470977

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

 

 

 

 

One Valero Way

 

 

San Antonio, Texas

 

78249

(Address of principal executive

 

(Zip Code)

offices)

 

 

 

Registrant’s telephone number, including area code:  (210) 345-2000

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 7.01 Regulation FD Disclosure.

Valero GP Holdings, LLC owns a 100% membership interest in Valero GP, LLC and Riverwalk Holdings, LLC, which own the 2% general partner interest, 100% of the incentive distribution rights and a 21.4% limited partner interest in Valero L.P.

Valero L.P.’s earnings are significantly impacted by turnarounds or outages at its customers’ refineries, including Valero Energy Corporation (“Valero Energy”), as well as maintenance expenses and market conditions. For the fourth quarter of 2006, management expects Valero L.P.’s earnings per unit to be in the range of $0.60 to $0.70, primarily due to higher maintenance expenses and lower expected throughputs due to seasonality.

Valero L.P.’s results for the first quarter of 2007 are expected to be lower than the fourth quarter of 2006 due to currently scheduled turnarounds at several of Valero Energy’s refineries, in addition to higher maintenance expenses and lower expected throughputs due to seasonality. As a result, Valero L.P.’s per unit earnings for the first quarter of 2007 are expected to be in the range of $0.45 to $0.55. Since Valero L.P. has no control over the timing or scheduling of turnarounds or outages at Valero Energy’s or its other customers’ refineries, management cannot accurately predict Valero L.P.’s actual earnings per unit for the first quarter of 2007 or any other quarterly period. Cash distributions to Valero L.P.’s unitholders, including Valero GP Holdings, LLC, are not expected to be impacted by planned turnarounds at customer refineries, maintenance expenses or seasonality. Despite lower expectations for Valero L.P.’s first quarter of 2007, management expects Valero L.P.’s net income for 2007 to be comparable to 2006.

The information in this report is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in this report will not be incorporated by reference into any registration statement filed by Valero GP Holdings, LLC under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Valero GP Holdings, LLC

 

 

 

 

Date: December 12, 2006

By:

/s/ Amy L. Perry

 

 

Name:

Amy L. Perry

 

Title:

Assistant Secretary

 

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