OMB APPROVAL
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. __)*
Ultramar Diamond Shamrock Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
904 000 10 6
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(CUSIP Number)
September 25, 1997 (1)
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(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which this Schedule is
filed:
| | Rule 13d-1(b)
|X| Rule 13d-1(c)
| | Rule 13d-1(d)
* 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).
(1) The information contained herein has been filed previously on Schedule 13D.
Page 1 of 7 Pages
<PAGE>
13G
CUSIP No. 904 000 10 6 Page 2 of 7 Pages
NAME OF REPORTING PERSON
1
TotalFinaElf, S.A.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF SOLE VOTING POWER
SHARES 5
BENEFICIALLY 49,306
OWNED BY ------------------------------------------------------------
EACH SHARED VOTING POWER
REPORTING 6
PERSON 7,000,803
WITH ------------------------------------------------------------
SOLE DISPOSITIVE POWER
7
49,306
------------------------------------------------------------
SHARED DISPOSITIVE POWER
8
7,000,803
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
7,050,109
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.11%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 7
<PAGE>
13G
CUSIP No. 904 000 10 6 Page 3 of 7 Pages
NAME OF REPORTING PERSON
1
Total Finance, S.A.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
France
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NUMBER OF SOLE VOTING POWER
SHARES 5
BENEFICIALLY -0-
OWNED BY ------------------------------------------------------------
EACH SHARED VOTING POWER
REPORTING 6
PERSON 7,000,803
WITH ------------------------------------------------------------
SOLE DISPOSITIVE POWER
7
-0-
------------------------------------------------------------
SHARED DISPOSITIVE POWER
8
7,000,803
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORT PERSON
7,000,803
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* |_|
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.05%
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12 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 7
<PAGE>
Item 1(a). Name of Issuer:
Ultramar Diamond Shamrock Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
6000 North Loop 1604 West
San Antonio, Texas 78249-1112
Item 2(a), (b) and (c). Name of Person Filing; Address of Principal
Business Office or, if None, Residence; and
Citizenship:
This statement is being filed by (i) TotalFinaElf, S.A. (formerly known as
Total), a company organized under the laws of France and (ii) Total Finance,
S.A., a holding company organized under the laws of France. TotalFinaElf and
Total Finance are hereinafter collectively referred to as the "Reporting
Persons."
TotalFinaElf. TotalFinaElf's principal business is oil, gas and chemicals.
The address of TotalFinaElf's principal business and office is 2, place de la
Coupole, La Defense 6, 92078 Paris La Defense Cedex, France.
Total Finance. Total Finance's principal business is to hold certain
investments on behalf of TotalFinaElf. The address of Total Finance's principal
business and office is 2, place de la Coupole, La Defense 6, 92078 Paris La
Defense Cedex, France. As of December 22, 2000, 100% of the voting shares of
Total Finance were owned by TotalFinaElf.
Item 2(d). Title of Class of Securities:
Common Stock, par value $.01 per share
Item 2(e). CUSIP Number:
904 000 10 6
Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b),
or 13d-2(b) or (c), Check Whether the Person Filing is a:
(a) |_| Broker or Dealer registered under Section 15 of the Exchange Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) |_| Investment company registered under Section 8 of the Investment
Company Act.
(e) |_| An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) |_| An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) |_| A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of an investment
company under Section 3(c)(14) of the Investment Company Act.
(j) |_| Group, in accordance with Rule 13d-1(b)(l)(ii)(J).
Item 4. Ownership
At the close of business on December 22, 2000, TotalFinaElf beneficially
owned 49,306 shares of Common Stock of Ultramar Diamond Shamrock Corporation
representing approximately 0.06% of the outstanding shares of Common Stock.
TotalFinaElf has the sole power to vote or direct the vote and the sole power to
dispose or direct the disposition of the shares of Common Stock beneficially
owned by it.
Page 4 of 7 Pages
<PAGE>
At the close of business on December 22, 2000, Total Finance beneficially
owned 7,000,803 shares of Common Stock of Ultramar Diamond Shamrock Corporation
representing approximately 8.05% of the outstanding shares of Common Stock.
Total Finance is a wholly owned subsidiary of TotalFinaElf. Accordingly, for
purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended,
TotalFinaElf may be deemed to beneficially own and to share the power to vote
and dispose of the shares of Common Stock owned by Total Finance.
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 or
Control Person.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of the Group
Not Applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 5 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's
knowledge and belief, the undersigned certify that the information set forth in
this statement is true, complete and correct.
TOTALFINAELF, S.A.
By: /s/ Robert Castaigne
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Robert Castaigne
Chief Financial Officer
Date: December 22, 2000
TOTAL FINANCE
By: /s/ Charles Paris de Bollardiere
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Charles Paris de Bollardiere
Chairman and Chief Executive Officer
Date: December 22, 2000
Page 6 of 7 Pages
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
December 22, 2000
Each of the undersigned (the "Filing Persons") hereby agree to file a joint
statement on Schedule 13G under the Securities Exchange Act of 1934, as amended
(the "Act"), in connection with their beneficial ownership of Common Stock of
Ultramar Diamond Shamrock Corporation.
The Filing Persons state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
The Filing Persons are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and accuracy of
the information concerning each of them contained therein but are not
responsible for the completeness or accuracy of the information concerning the
others.
TOTALFINAELF, S.A.
By: /s/ Robert Castaigne
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Robert Castaigne
Chief Financial Officer
Date: December 22, 2000
TOTAL FINANCE
By: /s/ Charles Paris de Bollardiere
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Charles Paris de Bollardiere
Chairman and Chief Executive Officer
Date: December 22, 2000
Page 7 of 7 Pages
