SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Diamond Shamrock, Inc.
(Exact name of registrant as specified in its charter)
Delaware 74-2456753
(State of Incorporation or organization) (IRS Employer
Identification No.)
9830 Colonnade Boulevard, San Antonio, TX 78230
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Rights to Purchase Series A Junior
Participating Preferred Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
This Amendment to Registration Statement on Form 8-A/A
amends the information contained in the Registration Statement on
Form 8-A, dated March 6, 1990 ("Registration Statement"), of Diamond
Shamrock, Inc. ("Diamond Shamrock") and is being filed pursuant to
Rule 12b-15 promulgated under the Securities and Exchange Act of
1934, as amended. The capitalized terms not otherwise defined are
defined as set forth in the Registration Statement.
ITEM 1. Description of Registrant's Securities to be
Registered.
ITEM 1 is hereby amended as follows:
(a) The last sentence of the first paragraph is amended
to read in its entirety as follows:
The description and terms of the Rights are set forth
in a Rights Agreement, dated as of March 6, 1990, as
amended by Amendment to Rights Agreement, dated as of
September 22, 1996 (collectively, the "Rights
Agreement"), between the Company and Ameritrust
Company National Association, as rights agent
("Ameritrust"; Ameritrust together with any successor
rights agent, the "Rights Agent").
(b) The third to last paragraph is amended by adding the
following at the end thereof:
Pursuant to this authority, the Company executed and
delivered an Amendment to Rights Agreement, dated as
of September 22, 1996, (a) to make the Rights
inapplicable to the Agreement and Plan of Merger,
dated as of September 22, 1996 (the "Merger
Agreement"), between Ultramar Corporation, a Delaware
corporation ("Ultramar"), and the Company pursuant to
which, among other things, the Company will be merged
with and into Ultramar (the "Merger"), and the other
transactions contemplated thereby, (b) to make the
Rights inapplicable to the Stock Option Agreement
dated as of September 22, 1996, (the "Company
Option"), between Ultramar and the Company, whereby
the Company has granted Ultramar the option to
purchase up to 5,858,500 Common Shares (representing
slightly less than 20% of the outstanding Common
Shares but subject to a cap on such number), and the
transactions contemplated thereby and (c) provide
that neither Ultramar nor any of Ultramar's wholly
owned subsidiaries nor any assignee or transferee of
Ultramar under the Company Option is an Acquiring
Person or an Adverse Person, and that no Distribution
Date, Share Acquisition Date or Triggering Event
occurs solely as a result of the execution and
delivery of the Merger Agreement and the Company
Option, the consummation of the Merger or the
consummation of the other transactions contemplated
by the Merger Agreement and the Company Option.
ITEM 2. Exhibits. ITEM 2 is hereby amended to add the
following at the end thereof:
8. Amendment to Rights Agreement (incorporated
herein by reference from Exhibit 4(a) to the
Company's Current Report on Form 8-K, dated September
26, 1996, filed under Commission File No. 1-9409).
SIGNATURES
Pursuant to the requirements of Section 12 of the
Securities and Exchange Act of 1934, the registrant has duly caused
this Amendment to Registration Statement on Form 8-A/A to be signed
on its behalf by the undersigned, thereto duly authorized.
DIAMOND SHAMROCK, INC.
By: /s/ GARY E. JOHNSON
Gary E. Johnson
Vice President and Controller
Dated: October 23, 1996
