SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) December 3, 1996
ULTRAMAR DIAMOND SHAMROCK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-11154 13-3663331
- ------------------------ ------------ ---------------------------------
(State of incorporation) (Commission (IRS Employer Identification No.)
File Number)
9830 Colonnade Boulevard, San Antonio, Texas 78230
- -------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (210) 641-6800
--------------
<PAGE>
Item 2. Acquisition or Disposition of Assets.
The merger of Diamond Shamrock, Inc. ("Diamond Shamrock") with
and into Ultramar Corporation (the "Company") pursuant to an Agreement
and Plan of Merger (the "Merger Agreement") dated as of September 22,
1996, between the Company and Diamond Shamrock was approved by the
stockholders of both Diamond Shamrock and the Company and consummated
on December 3, 1996. As a result of the merger, (i) each share of
common stock of Diamond Shamrock was converted into the right to
receive 1.02 shares of common stock of the Company, with cash to be
paid in lieu of fractional shares, and (ii) each share of 5%
cumulative convertible preferred stock of Diamond Shamrock was
converted into the right to receive one share of a newly created issue
of 5% cumulative convertible preferred stock of the Company. The
exchange ratio was arrived at by arm's length negotiations between
Diamond Shamrock and the Company. In addition, the Company was renamed
Ultramar Diamond Shamrock Corporation and its New York Stock Exchange
stock ticker symbol was changed to "UDS". Prior to the consummation of
the merger, Diamond Shamrock, Inc. was a leading refiner and marketer
of petroleum products in the Southwest. Diamond Shamrock had two Texas
refineries with a combined capacity of 225,000 barrels per day and
marketed gasoline and convenience store items in nine states. Diamond
Shamrock also produced petrochemical feedstocks and operated the
world's largest commercial natural gas liquid storage facility,
serving the refining and petrochemicals industry in the Texas Gulf
Coast area. Diamond Shamrock had more than 13,000 employees. Following
the consummation of the merger, the Company plans to continue the
operations of both companies. A copy of the press release dated
December 3, 1996, announcing the consummation of the merger is
included herein as Exhibit 99.1, and by this reference made a part
hereof.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The following audited consolidated financial statements of
Diamond Shamrock are incorporated herein by reference to the Annual
Report on Form 10-K/A for the year ended December 31, 1995 filed by
Diamond Shamrock with the Securities and Exchange Commission (the
"Commission"):
Report of Independent Accountants
Consolidated Balance Sheets - December 31, 1995 and 1994
Page 2
<PAGE>
Consolidated Statement of Operations - Years ended December 31,
1995, 1994 and 1993
Consolidated Statement of Cash Flows - Years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
The following unaudited consolidated financial statements of
Diamond Shamrock are incorporated herein by reference to the Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1996
filed by Diamond Shamrock with the Commission:
Consolidated Balance Sheet - September 30, 1996 and December 31,
1995
Consolidated Statement of Operations - Three and Nine Months
ended September 30, 1996 and 1995
Consolidated Statement of Cash Flows - Nine Months ended
September 30, 1996 and 1995
Notes to Consolidated Financial Statements
(b) Pro Forma Financial Information.
The following information is hereby incorporated herein by
reference: (i) the information contained under "Pro Forma Condensed
Financial Information of the Combined Company", including the "Notes
to Pro Forma Condensed Financial Information," included in Amendment
No. 1 to Form S-4 of the Company (Registration No. 333-14807) as filed
with the Commission on October 29, 1996, and (ii) the information
contained in Item 5. Other Information "Pro Forma Condensed Financial
Information of Ultramar Corporation and Diamond Shamrock, Inc. (the
"Combined Company")", including "The Combined Company Notes to
Unaudited Pro Forma Condensed Financial Statements", included in the
Quarterly Report on Form 10-Q for the quarterly period ended September
30, 1996, filed by the Company with the Commission.
(c) Exhibits. See the Index to Exhibits attached hereto.
Page 3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
ULTRAMAR DIAMOND
SHAMROCK CORPORATION
----------------------------
(Registrant)
Dated: December 18, 1996
By: /s/ H. Pete Smith
--------------------------
Name: H. Pete Smith
Title: Executive Vice President
and Chief Financial Officer
Page 4
<PAGE>
EXHIBIT INDEX
Exhibit Description Page
2.1 Agreement and Plan of Merger dated as of
September 22, 1996 between Ultramar and Diamond
Shamrock (incorporated herein by reference to the
Current Report on Form 8-K (the "Previous 8-K") filed
by Ultramar with the Commission on September 25,
1996, Exhibit 2.1).
4.1 Amendment dated as of September 22, 1996, to the
Rights Agreement dated as of June 25, 1992
between Ultramar Corporation and Registrar and
Transfer Company (as successor rights agent to First
City, Texas-Houston, National Association), as
amended by the First Amendment dated as of
October 26, 1992 and the Amendment dated as of
May 10, 1994 (incorporated herein by reference to
the Previous 8-K, Exhibit 4.1).
4.2 Rights Agreement dated as of June 25, 1992
between Ultramar Corporation and Registrar and
Transfer Company (as successor rights agent to First
City, Texas-Houston, National Association), as
amended by the First Amendment dated as of
October 26, 1992, and the Amendment dated as of
May 10, 1994 (incorporated by reference to
Registration Statement of Ultramar on Form S-1 (File
No. 33-47586), Exhibit 4.2; Quarterly Report of
Ultramar on Form 10-Q for the Quarter Ended
September 30, 1992, Exhibit 4.2; Annual Report of
Ultramar on Form 10-K for the Year Ended
December 31, 1994, Exhibit 4.3).
10.1 Stock Option Agreement dated as of September 22,
1996 between Diamond Shamrock, as Issuer, and
Ultramar, as Grantee, (incorporated herein by
reference to the Previous 8-K, Exhibit 10.1).
Page 5
<PAGE>
10.2 Stock Option Agreement dated as of September 22,
1996 between Ultramar, as Issuer, and Diamond
Shamrock, as Grantee, (incorporated herein by
reference to the Previous 8-K, Exhibit 10.2).
23.1 Consent of Independent Accountants.
99.1 Press Release dated December 3, 1996 (incorporated
herein by reference to the Current Report on
Form 8-K filed by Ultramar Diamond Shamrock
Corporation with the Commission on December 4,
1996, Exhibit 99.1).
Page 6
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on Forms
S-3 (Nos. 33-74162 and 33-82662) and on Forms S-8 (Nos. 33-52148 and
33-62894) of Ultramar Diamond Shamrock Corporation of our report dated
February 23, 1996, except as it pertains to the last paragraph of Note
2, for which our report is dated September 27, 1996, which appears in
Exhibit 13.3 of Diamond Shamrock, Inc.'s Annual Report on Form 10-K/A
for the year ended December 31, 1995, which is incorporated in this
Current Report on Form 8-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
San Antonio, Texas
December 17, 1996
