SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
SCHEDULE 13D
(Final Amendment)
Under the Securities Exchange Act of 1934
ULTRAMAR DIAMOND SHAMROCK CORPORATION
(formerly Ultramar Corporation)
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
904000 10 6 (formerly 903912 10 3)
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(CUSIP Number)
Patrick J. Guarino, Esq. William P. Rogers, Jr., Esq.
Executive Vice President, General Counsel and Cravath, Swaine & Moore
Secretary--Ultramar Diamond Shamrock Corporation 825 Eighth Avenue
Two Pickwick Plaza New York, New York 10019
Greenwich, CT 06830
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 3, 1996
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(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ].
Check the following box if a fee is being paid with this
statement [ ]. (A fee is not required only if the reporting 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.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in a
prior cover page.
The information required on 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).
(Continued on following page(s))
(Page 1 of 3 Pages)
<PAGE>
CUSIP NO. 904000106** SCHEDULE 13D Page 2 of 3 Pages
1 NAMES OF REPORTING PERSON
Ultramar Diamond Shamrock Corporation (as successor by merger to
Diamond Shamrock, Inc.)
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3663331
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY None
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT
** Formerly 903912103. The CUSIP No. was changed in connection with
the change of the Issuer's name from Ultramar Corporation to Ultramar
Diamond Shamrock Corporation.
<PAGE>
Item 5. Interest in Securities of the Issuer
Item 5 of the Statement is hereby amended by adding the following
paragraph after the third paragraph of such Item 5:
On December 3, 1996, the Merger was consummated. In
connection with the consummation of the Merger, (i) Diamond
Shamrock was merged with and into Ultramar and Diamond Shamrock's
separate corporate existence terminated by operation of law, (ii)
Ultramar was renamed Ultramar Diamond Shamrock Corporation, and
(iii) the Ultramar Option Agreement, pursuant to which Diamond
Shamrock may have been deemed the beneficial owner of shares of
common stock of Ultramar, terminated pursuant to its terms.
Therefore, as of the effective time of the Merger, Diamond
Shamrock ceased to exist and ceased to be a beneficial owner of
any shares of Ultramar.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule 13D
is true, complete and accurate.
December 13, 1996 Ultramar Diamond Shamrock Corporation
(as successor by merger to
Diamond Shamrock, Inc.)
By: /s/ Patrick J. Guarino
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Patrick J. Guarino
Executive Vice President, General
Counsel and Secretary
Page 3 of 3 Pages
