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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of Earliest Event Reported): June 1, 1995
DIAMOND SHAMROCK, INC.
9830 Colonnade Boulevard
San Antonio, Texas 78230
(210) 641-6800
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Delaware 1-9409 74-2456753
(State of (Commission (IRS Employer
incorporation) File Number) Identification No.)
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Item 5. Other Events
On June 1, 1995, Diamond Shamrock, Inc. (the "Company") entered into a
Pricing Agreement with NatWest Capital Markets Limited pursuant to which the
Company intends to issue $25,000,000 of its 7-1/4% Debentures due June 15, 2010
(the "Debentures") in connection with an underwritten public offering of such
Debentures. The net proceeds from the sale of the Debentures will be added to
the Company's funds and used for general corporate purposes, which may include
amounts necessary to fund anticipated capital spending in 1995. Pending such
use, it is anticipated that such net proceeds will be used to repay outstanding
short-term borrowings under bank money market facilities.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits.
(c) Exhibits:
1.1 Pricing Agreement, dated June 1, 1995, between
Diamond Shamrock, Inc. and NatWest Capital Markets
Limited.
1.2 Underwriting Agreement Standard Provisions
incorporated by reference into the Pricing Agreement
described in Exhibit 1.1 (filed as Exhibit 1.5 to the
Registration Statement, File No. 33-58744 and
incorporated herein by reference).
4.1 Form of 7-1/4% Debenture due June 15, 2010.
12.1 Computation of ratio of earnings to fixed charges for
the three month periods ended March 31, 1995 and 1994
and each of the five years ended December 31, 1994
(filed as Exhibit 12.1 to the Registration Statement,
File No. 33-59451 and incorporated herein by
reference).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
DIAMOND SHAMROCK, INC.
By: Robert C. Becker
----------------------------
Robert C. Becker,
Vice President and Treasurer
Date: June 2, 1995
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EXHIBIT INDEX
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Exhibit
Number Description Page
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1.1 Pricing Agreement, dated June 1, 1995 between Diamond Shamrock, Inc.
and NatWest Capital Markets Limited.
1.2 Underwriting Agreement Standard Provisions incorporated by reference
into the Pricing Agreement described in Exhibit 1.1 (Filed as Exhibit
1.5 to the Registration Statement, File No. 33-58744 and incorporated
herein by reference).
4.1 Form of 7-1/4% Debenture due June 15, 2010.
12.1 Computation of ratio of earnings to fixed charges for the three month
periods ended March 31, 1995 and 1994 and each of the five years ended
December 31, 1994 (filed as Exhibit 12.1 to the Registration
Statement, File No. 33-59451 and incorporated herein by reference).
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EXHIBIT 1.1
PRICING AGREEMENT
NatWest Capital Markets Limited
175 Water Street
New York, New York 10038
June 1, 1995
Dear Sirs:
Diamond Shamrock, Inc. (the "Company") proposes, subject to the terms
and conditions stated herein and in the Underwriting Agreement Standard
Provisions attached hereto, which relate to the Company's registration
statement on Form S-3 (No. 33-67556) (the "Underwriting Agreement"), to issue
and sell to NatWest Capital Markets Limited the Securities specified in
Schedule I hereto (the "Designated Securities"). Each of the provisions of the
Underwriting Agreement is incorporated herein by reference in its entirety, and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein; and each of the representations
and warranties set forth therein shall be deemed to have been made at and as of
the date of this Pricing Agreement, provided that each representation and
warranty with respect to the Prospectus in Section 2 of the Underwriting
Agreement shall be deemed to be a representation or warranty as of the date of
this Pricing Agreement in relation to the Prospectus as amended or supplemented
relating to the Designated Securities which are the subject of this Pricing
Agreement. Each reference to the Representatives in the provisions of the
Underwriting Agreement so incorporated by reference shall be deemed to refer to
you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined.
A supplement to the Prospectus relating to the Designated Securities,
in the form heretofore delivered to you, is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to you, and you agree to purchase from the Company, at the time
and place and at the purchase price set forth in Schedule I hereto, $25,000,000
principal amount of the Designated Securities.
If the foregoing is in accordance with your understanding, please sign
and return to us two counterparts hereof, and upon acceptance hereof by you,
this letter, including the provisions
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of the Underwriting Agreement incorporated herein by reference, shall
constitute a binding agreement between you and the Company.
Very truly yours,
DIAMOND SHAMROCK, INC.
By: /s/ R. C. Becker
--------------------------
R. C. Becker,
Vice President and Treasurer
Accepted as of the date hereof:
NATWEST CAPITAL MARKETS LIMITED
By: /s/ Andrew Pelling
----------------------------
Board Member
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SCHEDULE I
TITLE OF DESIGNATED SECURITIES:
7-1/4% Debentures due June 15, 2010
AGGREGATE PRINCIPAL AMOUNT:
$25,000,000
PRICE TO PUBLIC:
100% of the principal amount of the Designated Securities, plus accrued
interest, if any, from June 8, 1995 to the Time of Delivery
PURCHASE PRICE BY UNDERWRITERS:
99.3% of the principal amount of the Designated Securities, plus accrued
interest, if any, from June 8, 1995 to the Time of Delivery
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
New York Clearing House (next day) funds
MATURITY:
June 15, 2010
INTEREST RATE:
7-1/4% per annum
INTEREST PAYMENT DATES:
June 15 and December 15, commencing on December 15, 1995
REDEMPTION PROVISIONS:
The Designated Securities may not be redeemed prior to maturity.
INDENTURE:
Indenture, as amended, dates as of December 15, 1989 between the Company
and the First National Bank of Chicago, as Trustee.
TIME OF DELIVERY:
10:00 A.M., New York City time, June 8, 1995
METHOD OF DELIVERY:
Delivery of the Designated Securities will be made through the
facilities of The Depository Trust Company
CLOSING LOCATION:
Offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York,
New York, 10017-3909
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NAME AND ADDRESS OF SOLE UNDERWRITER:
NatWest Capital Markets Limited
135 Bishopsgate
London, England EC2M 3UR
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EXHIBIT 4.1
DIAMOND SHAMROCK, INC.
7-1/4% DEBENTURE DUE JUNE 15, 2010
REGISTERED REGISTERED
No.
R-1 CUSIP 252747 AE0
IF THIS DEBT SECURITY IS REGISTERED IN THE NAME OF THE DEPOSITORY
TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK)
OR ITS NOMINEE, THIS DEBT SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE
OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR
DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS AND UNTIL
THIS DEBT SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR DEBT
SECURITIES IN DEFINITIVE FORM. UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
DIAMOND SHAMROCK, INC., a Delaware corporation (herein called the
"Company," which term includes any successor corporation under the Indenture,
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of $25,000,000 (TWENTY-FIVE
MILLION DOLLARS) on June 15, 2010, and to pay interest thereon from June 8,
1995 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on June 15 and December 15 in each
year, commencing December 15, 1995, at the rate of 7-1/4% per annum, until the
principal hereof is paid or made available for payment.
Reference is hereby made to the further provisions of this Debt
Security set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Trustee referred to on the reverse hereof by manual signature, this Debt
Security shall not be entitled to any benefit under the Indenture or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: June 8, 1995
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TRUSTEE'S CERTIFICATE DIAMOND SHAMROCK, INC.
OF AUTHENTICATION
This is one of the series of the Debt
Securities issued under the within-mentioned By:
Indenture. -----------------------------------------
Robert C. Becker,
Vice President and Treasurer
THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee ATTEST:
By: By:
----------------------------------------- -----------------------------------------
Authorized Officer Jerry D. King, Secretary
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Reverse Side of Debt Security
This Debt Security is one of a duly authorized issue of securities of
the Company (herein called the "Debt Securities") issued and to be issued in
one or more series under an Indenture, dated as of December 15, 1989 (herein
called the "Indenture"), between the Company and The First National Bank of
Chicago, Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Debt Securities and the terms upon which the
Debt Securities are, and are to be, authenticated and delivered. This Debt
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $25,000,000.
The interest payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Debt Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest payment, which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date;
provided, however, that interest payable at Stated Maturity will be payable to
the Person to whom principal is payable on that date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in
whose name this Debt Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Debt Securities of this series not less than 10 calendar
days prior to such Special Record Date, or be paid at any time in any lawful
manner not inconsistent with the requirements of any securities exchange on
which the Debt Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
Interest payments for this Debt Security will include interest accrued
to but excluding the Interest Payment Dates. Interest payments for this Debt
Security shall be computed and paid on the basis of a 360-day year of 12 30-day
months.
Payment of the principal of and interest on this Security will be made
at the corporate trust office of the Trustee in the Borough of Manhattan, The
City of New York, provided that this Debt Security is presented to the Trustee
in time for the Trustee to make such payments in such funds in accordance with
its normal procedure; provided, however, that at the option of the Company
payment of interest (other than interest payable at Stated Maturity) may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or, at the option of the Company,
by wire transfer to an account maintained by such person with a bank located in
the United States.
Notwithstanding the foregoing, while the Debt Securities are
represented by one or more Global Notes registered in the name of the
Depositary or its nominee, the Company will cause payments of principal of and
interest on such Global Notes to be made to the Depositary or its nominee, as
the case may be, to the extent, in the funds and in the manner required by
agreements with, or regulations or procedures prescribed from time to time by,
the Depositary or its nominee, and otherwise in accordance with such
agreements, regulations and procedures.
This Debt Security may not be redeemed prior to Stated Maturity.
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If an Event of Default with respect to Debt Securities of this series
shall occur and be continuing, the principal of the Debt Securities of this
series may be declared due and payable in the manner, with the effect, on the
terms and subject to the conditions provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company, and the rights of the Holders of the Debt Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of not less than 66-2/3% in principal amount of the
Debt Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of not less than a
majority in principal amount of the Debt Securities of each series at the time
Outstanding, on behalf of the Holders of all Debt Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder shall be conclusive and binding upon such
Holder and upon all future Holders of this Debt Security and of any Debt
Security issued upon the registration of transfer hereof or in exchange herefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Debt Security.
As set forth in, and subject to, the provisions of the Indenture, no
Holder of a Debt Security of this series will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default with respect to the series, the Holders of not less
than 25% in principal amount of the Outstanding Debt Securities of this series
shall have made written request to the Trustee to institute such proceeding in
respect of such Event of Default in its own name as Trustee under the Indenture
and offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request and the Trustee
shall not have received from the Holders of a majority in principal amount of
the Outstanding Debt Securities of this series a direction inconsistent with
such request and shall have failed to institute such proceeding within 60
calendar days of receipt of such notice and offer of indemnity; provided,
however, that such limitations do not apply to a suit instituted by the Holder
for the enforcement of payment of the principal of, premium, if any, or
interest on this Debt Security on or after the respective due dates expressed
herein.
No reference herein to the Indenture and no provision of this Debt
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
interest on this Debt Security at the times, place and rate, and in the coin or
currency, herein prescribed. However, the Indenture limits the Holder's rights
to enforce the Indenture and this Debt Security.
The Indenture contains provisions for defeasance of (i) the entire
indebtedness of this Debt Security and (ii) certain restrictive covenants upon
compliance by the Company with conditions set forth therein, which provisions
shall apply to this Debt Security.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Debt Security is registrable in the
Security Register, upon surrender of this Debt Security for registration of
transfer at the office or agency of the Trustee in any place where the
principal of and interest on this Debt Security are payable, duly endorsed by
or accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Register duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Debt
Securities of this series and of like tenor, of authorized denominations and
for the same aggregate principal amount, will be issued to the designated
transferee.
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The Debt Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and integral multiples thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Debt Securities of this series are exchangeable for a like aggregate
principal amount of Debt Securities of this series of like tenor and of a
different authorized denomination, as requested by the Holder surrendering the
same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Debt Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Debt Security is registered as the
owner hereof for all purposes, whether or not this Debt Security be overdue,
and none of the Company, the Trustee or any such agent shall be affected by
notice to the contrary.
THE INDENTURE AND THE DEBT SECURITIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
All terms used in this Debt Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE
***************************************************************************
* *
* *
* *
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_____________________________________________________
Please print or type the name and address of assignee
_______________________________________________________________________________
the within Instrument of the said Company and do hereby irrevocably constitute
and appoint ____________________, attorney to transfer the said Instrument on
the books of the said Company with full power of substitution in the premises.
Dated: _______________
____________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE INSTRUMENT IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATSOEVER
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