FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL
OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of 2. Date of Event 4. Issuer Name and Ticker
Reporting Person Requiring or Trading Symbol
Statement
Ultramar Corporation (Month/Day/Year) Diamond Shamrock, Inc. (DRM)
(Last) (First) (Middle) 9/22/96 5. Relationship of Reporting 6. If Amendment, Date of Original
Person to Issuer (Month/Day/Year)
Two Pickwick Plaza, (Check all applicable)
Suite 300
Director X 10% Owner 7. Individual or Joint/
(Street) 3. IRS or Social Officer Other Group Filing
Security Number (give title (specify (Check applicable line)
Greenwich, CT 06830 of Reporting Person below) below)
(Voluntary)
(City) (State) (Zip) 13-3663331 X Form Filed by One
Reporting Person
Form filed by More than
One Reporting Person
TABLE I - Non-Derivative Securities Beneficially Owned
1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect
Beneficially Owned Direct (D) or Beneficial Ownership
(Instr. 4) Indirect (I) (Instr. 5)
(Instr. 5)
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Reminder: Report on a separate line for each class of (Over)
securities beneficially owned directly or indirectly. SEC 1473 (8-92)
(Print or Type Responses)
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FORM 3 (continued)
TABLE II - Derivative Securities Beneficially Owned (e.g., puts, calls,
warrants, options, convertible securities)
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<C> <C> <C> <C> <C> <C>
1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership Form 6. Nature of
Derivative and Expiration Date of Securities Exercise Price of Derivative Indirect
Security (Month/Day/Year) Underlying of Derivative Security: Beneficial
(Instr. 4) Derivative Security Direct (D) or Ownership
Security (Instr. 4) Indirect (I) (Instr. 5)
(Instr. 5)
Date Expiration Title Amount or
Exercisable Date Number of
Shares
Option to Purchase (see below) (see below) Common 5,858,500 $27.55 (D)
Common Stock Stock
(see below)
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Explanation of Responses:
In connection with an Agreement and Plan of Merger (the "Merger Agreement")
dated as of September 22, 1996, between Ultramar Corporation (the "Reporting
Person") and Diamond Shamrock, Inc. (the "Issuer"), the Reporting Person and
the Issuer entered into a Stock Option Agreement dated as of September 22,
1996, providing for the option described above. The option is exercisable only
upon the occurrence of certain events described in the Stock Option Agreement
and expires upon the occurrence of certain events described in the Stock
Option Agreement. The number of shares of common stock of the Issuer
purchasable by the Reporting Person under the option will be reduced if
necessary so that the value of the option at the time of its exercise does not
exceed $60 million (such value being the market price of a share of Issuer
Common Stock at the time of exercise of the option minus the option exercise
price multiplied by the quantity of shares purchasable under the option).
**Intentional misstatements or /s/ Patrick J.Guarino
omissions of facts constitute --------------------- ---------------------
Federal Criminal Violations. Ultramar Corporation Date: October 2, 1996
See 18 U.S.C. 1001 and By Patrick J. Guarino
15 U.S.C. 78ff(a). Senior Vice President
General Counsel and
Note: File three copies of this Secretary
Form, one of which must be (**Signature of Reporting
manually signed. If space Person)
provided is insufficient,
See Instruction 6 for procedure.
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SEC 1473 (8-92)
