SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report
(Date of earliest event reported)
December 15, 1997
ULTRAMAR DIAMOND SHAMROCK CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 1-11154 13-3663331
(State of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
6000 N. Loop 1604 W.
San Antonio, Texas 78249-1112
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code:(210) 592-2000
(a) Item 5. Other Events
Introduction
On November 8, 1995, Diamond Shamrock, Inc. ("Diamond
Shamrock"), and Shamrock Acquisition Corp., a wholly owned
subsidiary of Diamond Shamrock ("SAC"), entered into an Agreement
and Plan of Merger (the "Merger Agreement") with National
Convenience Stores Incorporated ("NCS"). Pursuant to the Merger
Agreement, SAC was merged with and into NCS on December 18, 1995
(the "NCS Merger"). On December 3, 1996, Diamond Shamrock was
merged with and into the Registrant, Ultramar Diamond Shamrock
Corporation.
NCS Merger Agreement
Pursuant to the NCS Merger Agreement, on November 14, 1995 SAC
commenced a tender offer (the "Offer") for all outstanding shares
of common stock, par value $.01 per share (the "Shares"), of NCS at
the purchase price of $27.00 per Share and for all outstanding
warrants to purchase Shares (the "Warrants") issued pursuant to the
Warrant Agreement, dated March 9, 1993, between NCS and Boatmen's
Trust Company as Warrant Agent (the "Warrant Agreement") at the
purchase price of $9.25 per Warrant, in each case, without interest
thereon, net to the tendering securityholder (pre-tax) in cash.
The Offer expired at 12:00 midnight, New York City time, on
December 13 1995, promptly after which time SAC purchased 5,883,567
Shares and 1,097,855 Warrants which were validly tendered and not
withdrawn prior to the expiration of the Offer. Following such
purchase, Diamond Shamrock and SAC beneficially owned approximately
93.5% of outstanding Shares.
Following completion of the Offer, the NCS Merger was effected
on December 18, 1995 as a "short-form" merger under Delaware law.
Effect of the NCS Merger
As a result of the NCS Merger, (i) each previously outstanding
Share, other than Shares owned by Diamond Shamrock, SAC or any
other direct or indirect subsidiary of Diamond Shamrock and Shares
held in the treasury of NCS, was converted into the right to
receive $27.00 net in cash, payable to the holder thereof, without
interest thereon, upon surrender of the certificate representing
such Share, and NCS became an indirect, wholly owned subsidiary of
Diamond Shamrock.
Warrants Remain Outstanding
As of December 12, 1997, 16,580 Warrants were issued and
outstanding and held by 686 owners of record. As a result of the
NCS Merger and pursuant to the Warrant Agreement, each Warrant
represents the right to receive $27.00 per Warrant (the "Warrant
Payment") in cash upon payment of the $17.75 exercise price (the
"Exercise Price"), in lieu of the one share of Common Stock
previously issuable upon exercise of a Warrant.
Escrow Agreement and Warrant Expiration
Pursuant to an Escrow Trust Agreement, dated April 29, 1996
(the "Escrow Agreement"), between the Company and ChaseMellon
Shareholder Services, L.L.C. (the "Warrant Agent") as successor in
interest to Boatman's Trust Company, Agent, the Company has on
deposit $153,365 in cash (the "Funds") with the Warrant Agent to
pay the $9.25 difference between the Warrant Payment and the
Exercise Price (the "Spread") for all outstanding Warrants. The
Funds will be held in escrow pursuant to the Escrow Agreement for
the benefit of, and payment to, the record holders of the Warrants.
On or about December 15, 1997, the Company provided written notice
to the record Warrant holders of the existence of the Funds and the
right to receive payment of the Spread upon exercise of the
Warrants. A copy of that notice has been filed as an exhibit to
this report and is incorporated herein by this reference. The
Warrants will expire at 5:00 p.m., New York City time, on March 9,
1998 (the "Expiration Time"), after which time the balance of the
Funds, if any, will be returned to the Registrant. Each Warrant
not exercised prior to the Expiration Time will automatically
become void and no longer outstanding.
(b) Exhibits
99.1 Form of Notice
SIGNATURE
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
By: /s/ Todd Walker
Todd Walker, Attorney-In-Fact
December 15, 1997
128k97l.asc
NCS
National Convenience Stores Incorporated________________________
December 12, 1997
To Record Holders of NCS Warrants
as of December 13, 1995
As previously announced, on November 8, 1995, National
Convenience Stores Incorporated ("NCS") entered into a Merger
Agreement with Diamond Shamrock, Inc. Certain prior holders of
shares of NCS Common Stock ("Shares") also hold warrants (the
"Warrants") issued pursuant to the Warrant Agreement dated March 9,
1993. As a result of the merger of NCS and a subsidiary of Diamond
Shamrock, Inc., holders of Warrants have the right to obtain $27.00
per Warrant in cash (the "Warrant Payment") upon payment of the
$17.75 per Warrant exercise price (the "Exercise "Price"), in lieu
of the one Share previously issuable upon exercise of a Warrant.
No interest is payable on the $9.25 spread between the Warrant
payment and the Exercise Price (the "Spread"). Accordingly, NCS
believes that it is in the economic interests of the Warrant
holders to exercise their Warrants as promptly as practicable and
receive the $9.25 Spread per Warrant.
If you hold Warrants, you will need to surrender the
certificates representing your Warrants, together with the Exercise
Price, to the Warrant Agent in order to receive the Warrant
Payment. Please review the reverse side of your Warrant
certificate for instructions as to how to exercise your Warrants,
or contact the Warrant Agent, ChaseMellon Shareholder Services
attention Reorganization Department, 85 Challenger Road, Ridgefield
Park, New Jersey 07660, or by telephone at (800) 777-3674.
NATIONAL CONVENIENCE STORES INCORPORATED
