SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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
3,523,595 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 12.2%
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
2,106,872 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
1,416,723 shares
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
11) Percent of Class Represented by Amount in Row 9 4.9%
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, 1995, 1,822,383 shares of
Common Stock of the Company have been so allocated in ESOP I and
360,226 in ESOP II. 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 14, 1996
DIAMOND SHAMROCK, INC.
EMPLOYEE STOCK OWNERSHIP PLAN I
By: /s/ Timothy J. Fretthold
Timothy J. Fretthold,
Member of Employee
Benefits Committee
DIAMOND SHAMROCK, INC.
EMPLOYEE STOCK OWNERSHIP PLAN II
By: /s/ Timothy J. Fretthold
Timothy J. Fretthold,
Member of Employee
Benefits Committee
