SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No_____)*
DIAMOND SHAMROCK R&M, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
252747 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. __X__ (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 252747 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Diamond Shamrock R&M, Inc. Employee Stock Ownership Plan
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b) x
3) SEC Use Only
4) Citizenship or Place of Organization Texas
Number of Shares (5) Sole Voting Power See Item 4 below
------------------------------------------------
Beneficially Owned (6) Shared Voting Power See Item 4 below
------------------------------------------------
by Each Reporting (7) Sole Dispositive Power See Item 4 below
------------------------------------------------
Person With (8) Shared Dispositive Power See Item 4 below
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
See Item 4 below
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 6.2%
12) Type of Reporting Person (See Instructions) EP
Item 1(a) Name of Issuer:
Diamond Shamrock R&M, Inc.
Item 1(b) Address of Issuer's Principal Executive offices:
9830 Colonnade Boulevard,
San Antonio, Texas 78230
Item 2(a) Name of Person Filing:
Diamond Shamrock R&M, Inc.
Employee Stock Ownership Plan
Item 2(b) Address of Principal Business Office or, if none,
Residence:
9830 Colonnade Boulevard,
San Antonio, Texas 78230
Item 2(c) Citizenship:
Texas
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
252747 10 0
Item 3 The reporting entity is an Employee Benefit Plan
which is subject to the provisions of the
Employee Retirement Income Security Act of 1974.
Item 4 Ownership
The Diamond Shamrock R&M, Inc. Employee Stock
Ownership Plan (the "Plan") holds 1,490,313
shares of common stock, $.01 par value (the
"Common Stock") of Diamond Shamrock R&M, Inc.
(the "Company"), constituting approximately 6.2%
of all outstanding Common Stock of the Company.
Pursuant to Section 5.07(a) of the Plan, each
participant in the Plan is entitled to instruct
AmeriTrust Company National Association (the
"Trustee") in the manner of voting the number of
shares of Common Stock of the Company which have
been allocated to accounts of the participant.
As of the date hereof, no shares of Common Stock
of the Company have been so allocated. The
Trustee is required by Section 5.07(a) of the
Plan to vote all shares of Common Stock of the
Company not yet allocated to accounts of
participants in the Plan proportionately in the
same manner as shares allocated to accounts of
participants in the Plan. Until such time as
shares of Common Stock are allocated to
participants under the Plan, the Trustee may vote
all of the shares held by the Plan in its
discretion.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person
Not applicable
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
Not applicable
Item 8 Identification and Classification of Members of
the Group
Not applicable
Item 9 Notice of Dissolution of Group
Not applicable
Item 10 Certification
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not
acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of
such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
Signatures
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 3, 1988
DIAMOND SHAMROCK R&M, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ Timothy J. Fretthold
Timothy J. Fretthold,
Member of Employee
Benefits Committee
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
DIAMOND SHAMROCK, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
252747 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this
statement. ____ (A fee is not required only if the filing
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act
(however, see the Notes).
CUSIP No. 252747 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Diamond Shamrock, Inc. Employee Stock Ownership Plan I
and
Diamond Shamrock, Inc. Employee Stock Ownership Plan II
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b) x
3) SEC Use Only
4) Citizenship or Place of Organization Texas
Number of Shares (5) Sole Voting Power -0- shares
------------------------------------------
Beneficially Owned (6) Shared Voting Power -0- shares
------------------------------------------
by Each Reporting (7) Sole Dispositive Power -0- shares
------------------------------------------
Person With (8) Shared Dispositive Power -0- shares
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
3,547,008 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 12.3%
12) Type of Reporting Person (See Instructions) EP
CUSIP No. 252747 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Diamond Shamrock, Inc. Employee Stock Ownership Plan I
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b) x
3) SEC Use Only
4) Citizenship or Place of Organization Texas
Number of Shares (5) Sole Voting Power -0- shares
------------------------------------------
Beneficially Owned (6) Shared Voting Power -0- shares
------------------------------------------
by Each Reporting (7) Sole Dispositive Power -0- shares
------------------------------------------
Person With (8) Shared Dispositive Power -0- shares
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
2,100,121 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 7.3%
12) Type of Reporting Person (See Instructions) EP
CUSIP No. 252747 10 0
1) Names of Reporting Persons S.S. or I.R.S. Identification
Nos. of Above Persons
Diamond Shamrock, Inc. Employee Stock Ownership Plan II
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) (b) x
3) SEC Use Only
4) Citizenship or Place of Organization Texas
Number of Shares (5) Sole Voting Power -0- shares
------------------------------------------
Beneficially Owned (6) Shared Voting Power -0- shares
------------------------------------------
by Each Reporting (7) Sole Dispositive Power -0- shares
------------------------------------------
Person With (8) Shared Dispositive Power -0- shares
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
1,446,887 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 5.0%
12) Type of Reporting Person (See Instructions) EP
Item 1(a) Name of Issuer:
Diamond Shamrock, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
9830 Colonnade Boulevard,
San Antonio, Texas 78230
Item 2(a) Name of Person Filing:
See Item 1 of the attached cover pages
Item 2(b) Address of Principal Business Office or, if none,
Residence:
9830 Colonnade Boulevard,
San Antonio, Texas 78230
Item 2(c) Citizenship:
Texas
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value
Item 2(e) CUSIP Number:
252747 10 0
Item 3 If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the
person filing is a:
(f) [x] Employee Benefit Plan, Pension Fund
which is subject to the provisions of the
Employee Retirement Income Security Act of
1974 or Endowment Fund;
Item 4 Ownership.
(a) Amount Beneficially Owned:
See Item 9 of the attached cover pages
(b) Percent of class:
See Item 11 of the attached cover pages
(c) Number of shares as to which such person
has:
See items 5 through 8 of the attached cover
pages
Pursuant to Section 16.02(b)(1) of the Diamond
Shamrock, Inc. Employee Stock Ownership Plan I
(the "ESOP I") and of the Diamond Shamrock, Inc.
Employee Stock Ownership Plan II (the "ESOP II"),
each participant in the ESOP I and ESOP II is
entitled to instruct Society National Bank (the
"Trustee") in the manner of voting the number of
shares of Common Stock of the Company which have
been allocated to the participant's account in
each plan. As of December 31, 1993, 1,314,955
shares of Common Stock of the Company have been
so allocated in ESOP I and 246,994 in ESOP II.
(Additional shares of Common Stock will be added
to the ESOP I and allocated to participants'
accounts early in 1994 to be effective December
31, 1993. A subsequent Amendment to Schedule 13G
will be filed reflecting this addition.)
Pursuant to Section 16.02(b)(2) of each plan,
each participant is entitled to instruct the
Trustee with respect to the voting of a portion
of the shares of Common Stock in each plan that
are not allocated to the account of any
participant and the shares of Common Stock that
are allocated but for which no instructions were
timely received by the Trustee. The number of
such shares in each plan to which the
participant's voting directions shall apply shall
be based on the ratio of the number of votes
attributable to the shares of Common Stock
allocated to the participant's account to the
total number of votes attributable to the shares
of Common Stock allocated to the accounts of all
participants who furnish voting directions.
Pursuant to Section 16.03 of each plan, if any
offer (including without limitation a tender or
exchange offer within the meaning of the
Securities Exchange Act of 1934) for shares of
Common Stock is received by the Trustee, each
participant in each plan may direct the Trustee
to tender or not tender the shares of Common
Stock allocated to such participant's accounts
under the plans. In addition each participant
may direct the Trustee to tender or not tender a
portion of the shares of Common Stock not
allocated to the account of any participant. The
number of such shares in each plan to which the
participant's instructions regarding an offer
shall apply shall be based on the ratio of the
number of shares allocated to the participant's
account to the total number of shares allocated
to the accounts of all participants.
Under limited circumstances such as a
diversification election by an eligible
participant or upon a distribution, if so
elected, a participant may give instructions
regarding his account in the ESOP I or the ESOP
II which may result in the transfer of certain
shares by the Trustee.
Item 5 Ownership of Five Percent or Less of a Class.
Not applicable
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
Participants in the ESOP I and ESOP II have the
right, pursuant to the terms of each plan, upon
the distribution of a participant's accounts, to
elect that distribution be made in the form of
cash. Pursuant to such election, a participant
is entitled to receive the proceeds from the sale
of shares of Common Stock in such participant's
accounts.
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on by the Parent Holding Company.
Not applicable
Item 8 Identification and Classification of Members of
the Group.
Not applicable
Item 9 Notice of Dissolution of Group.
Not applicable
Item 10 Certification.
Not applicable.
The filing of this statement shall not be construed as an
admission that the Diamond Shamrock, Inc. Employee Stock
Ownership Plan I or the Diamond Shamrock, Inc. Employee Stock
Ownership Plan II is, for the purposes of Section 13(d) or 13(g)
of the Securities Exchange Act of 1934, as amended, the
beneficial owner of any securities covered by this statement.
Signatures.
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 11, 1994
DIAMOND SHAMROCK, INC.
EMPLOYEE STOCK OWNERSHIP PLAN I
By: /s/ A. W. O'Donnell
A. W. O'Donnell,
Member of Employee
Benefits Committee
DIAMOND SHAMROCK, INC.
EMPLOYEE STOCK OWNERSHIP PLAN II
By: /s/ A. W. O'Donnell
A. W. O'Donnell,
Member of Employee
Benefits Committee
