As filed with the Securities and Exchange Commission on May 22, 1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ULTRAMAR DIAMOND SHAMROCK CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3663331
(State of Incorporation) (IRS Employer
Identification No.)
9830 Colonnade Boulevard
San Antonio, Texas 78230
(Address of principal executive offices)
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN
(Full title of the plan)
Patrick J. Guarino, Esq.
Executive Vice President, General Counsel, and Secretary
Ultramar Diamond Shamrock Corporation
9830 Colonnade Boulevard
San Antonio, Texas 78230
(210) 641-6488
(Name, address and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of Amount offering aggregate Amount of
securities to to be price per offering registra-
be registered registered share price tion fee
Common Stock, 77,458 $31.125 (2) $2,410,880.25 (2) $831.34 (2)
par value $.01
per share(1)
(1) Includes associated rights to purchase Ultramar Diamond Shamrock
Corporation Common Stock exercisable pursuant to the Rights Agreement
filed as Exhibit 4.2 hereto.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(h)and Rule 457(c), based on the market value
of shares of Common Stock of Ultramar Diamond Shamrock Corporation
(the "Company") of $31.125 per share, which is the average of the high
and low sale prices thereof on the Composite Tape of the New York
Stock Exchange on May 16, 1997.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Ultramar Diamond Shamrock Corporation,
formerly Ultramar Corporation (the "Company") are incorporated herein by
reference:
(a) The Company's 1996 Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarter ended March 31, 1997, and all other reports, if any, filed by the
Company pursuant to Section 13(a) or 15(d) of the 1934 Act since the end
of the fiscal year ended December 31, 1996;
(c) The Company's Current Report on Form 8-K dated March 4, 1997, and
the Company's Amendment to Current Report on Form 8-K/A dated March 4,
1997; and
(d) The description of Common Stock of the Company contained in the
Company's Registration Statement on Form S-4 (File No. 333-14807).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the 1934 Act subsequent to the filing of this Form S-8
Registration Statement (the "Registration Statement") and prior to the
filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference herein and to be a
part hereof from the respective dates of the filing of such documents.
Item 5. Interests of Named Experts and Counsel
EXPERTS
The consolidated financial statements and schedule of Ultramar Diamond
Shamrock Corporation appearing in the Company's Annual Report (Form 10-K)
for the year ended December 31, 1996, have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference, which, as to all periods
presented, is based in part on the report of Price Waterhouse LLP,
independent accountants. Such financial statements are, and certain
audited financial statements to be included in subsequently filed documents
will be, incorporated herein and therein in reliance upon the reports of
Ernst & Young LLP and Price Waterhouse LLP, pertaining to such financial
statements and schedule (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such firms
as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of the Company's Common Stock being offered
hereby has been passed upon for the Company by Todd Walker, Esq., Corporate
Counsel for the Company. Mr. Walker beneficially owns shares of the Common
Stock of the Company as a result of his participation in various Company
employee benefit plans.
Item 6. Indemnification of Directors and Officers.
The By-laws of the Company provide that the Company shall indemnify
its officers and directors to the fullest extent permitted or required by
the Delaware General Corporation Law (the "DGCL"), as amended from time to
time, provided, however, that except insofar as the Company's By-laws
provide indemnification for an officer or director with respect to a
proceeding initiated by such officer or director to enforce rights to
indemnification, officers and directors will not be entitled to
indemnification in connection with proceedings initiated by an officer or
director if the initiation of such proceedings was not authorized by the
board of directors of the Company. Section 145 of the DGCL provides, in
general, that each director and officer of a corporation may be indemnified
against expenses (including attorneys' fees, judgments, fines, and amounts
paid in settlement) actually and reasonably incurred in connection with the
defense or settlement of any threatened, pending, or completed legal
proceedings in which he is involved by reason of the fact that he is or was
a director or officer of the Company, if he acted in good faith and in a
manner that he reasonably believed to be in or not opposed to the best
interests of the Company, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Company, the director or officer may not be indemnified in respect of any
claim, issue, or matter as to which he shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
Company unless a court determines otherwise.
The Company's By-laws also provide for advances in certain
circumstances covering expenses incurred by an officer or director of the
Company in connection with the defense of a proceeding for which such
officer or director would be entitled to indemnity under the Company's
By-laws.
The Company's By-laws further provide that the Company may procure and
maintain insurance covering director's and officer's liability for their
actions in those capacities, whether or not the Company would be entitled
to provide indemnification for such liability under the DGCL.
The Certificate of Incorporation of the Company provides that the
personal liability of the directors of the Company shall be eliminated to
the fullest extent permitted by applicable law. The DGCL permits a
corporation's certificate of incorporation to provide that no director of
the corporation shall be personally liable to the corporation or its
stockholders for monetary damages for any breach of his fiduciary duty as
a director; provided, however, that such provision shall not apply to any
liability of a director (1) for any breach of a director's duty of loyalty
to the corporation or its stockholders, (2) for acts or omissions that are
not in good faith or involve intentional misconduct or a knowing violation
of the law, (3) under Section 174 of the DGCL or (4) for any transaction
from which the director derived an improper personal benefit.
The Company has entered into indemnification agreements with the
directors and certain officers of the Company providing for indemnification
on the terms set out in the By-laws of the Company.
Item 8. Exhibits.
Exhibit
Number Description
4.1 Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings
Plan ( Exhibit 4.1 to the Company's Registration Statement on
Form S-8, File No. 33-50573, filed on October 6, 1993);*
Amendment to Diamond Shamrock, Inc. 401(k) Retirement Savings
Plan effective May 7, 1996 and Diamond Shamrock, Inc. 401(k)
Retirement Savings Plan Plan Merger Instrument dated December
2, 1996
4.2 Rights Agreement, dated June 25, 1992, between the Company and
Registrar and Transfer Company (as successor rights agent to
First City, Texas-Houston, National Association), as amended
by the First Amendment dated October 26, 1992, the Amendment dated
May 10, 1994 and the Amendment dated September 22, 1996
(incorporated by reference to Exhibit 4.2 of the Company's
Registration Statement on Form S-1 (File No. 33-47586), Exhibit
4.2 of the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1992, Exhibit 4.3 to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994
and Exhibit 4.1 of the Company's Current Report on Form 8-K
dated September 25, 1996)*
5.1 Opinion regarding legality of securities being issued
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Todd Walker, Esq. (included in Exhibit 5.1)
24.1 Powers of Attorney of Directors and Officers of the Company
24.2 Certificate regarding resolutions of the Board of Directors of
the Company
* Each document marked by an asterisk is incorporated herein by
reference to the designated document previously filed with the
Commission.
Item 9. Undertakings.
A. The Company hereby undertakes
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement (a) to
include any prospectus required by Section 10(a) (3) of the Securities Act
of 1933, as amended (the "1933 Act"), (b) to reflect in the prospectus any
facts or events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represents a fundamental change in the
information set forth in this Registration Statement, and (c) to include
any material information with respect to the plan of distribution not
previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
(2) that, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company is
advised that, in the opinion of the Commission, such indemnification is
against public policy as expressed in the 1933 Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by a
director, officer or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of counsel for
the Company the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies that
it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of San Antonio, Texas, on the 22nd day of May, 1997.
ULTRAMAR DIAMOND SHAMROCK CORPORATION
By: *R. R. Hemminghaus
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated:
Signature Title Date
*R. R. Hemminghaus Chairman of the Board May 22, 1997
and Chief Executive
Officer
*H. Pete Smith Executive Vice May 22, 1997
President and Chief
Financial Officer
(Principal Financial
Officer and Principal
Accounting Officer)
*Byron Allumbaugh Director May 22, 1997
*E. Glenn Biggs Director May 22, 1997
*W. E. Bradford Director May 22, 1997
*H. Frederick Christie Director May 22, 1997
*W. H. Clark Director May 22, 1997
*Jean Gaulin Vice-Chairman of
the Board, President,
and Chief Operating
Officer May 22, 1997
*Russel H. Herman Director May 22, 1997
*Bob Marbut Director May 22, 1997
*Katherine D. Ortega Director May 22, 1997
*Madeleine Saint-Jacques Director May 22, 1997
*C. Barry Schaefer Director May 22, 1997
*Todd Walker, by signing his name hereto, does hereby sign this
Registration Statement on Form S-8 on behalf of Ultramar Diamond Shamrock
Corporation and each of the above-named officers and directors of Ultramar
Diamond Shamrock Corporation pursuant to powers of attorney executed on
behalf of the Company and each of such officers and directors.
By: /s/ Todd Walker
Attorney-in-fact
May 22, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
No. Description
4.1 Ultramar Diamond Shamrock Corporation 401(k) Retirement
Savings Plan (Exhibit 4.1 to the Company's Registration
Statement on Form S-8, File No. 33-50573, filed on October
6, 1993);* Amendment to Diamond Shamrock, Inc. 401(k)
Retirement Savings Plan effective May 7, 1996 and Diamond
Shamrock, Inc. 401(k) Retirement Savings Plan Plan Merger
Instrument dated December 2, 1996
4.2 Rights Agreement, dated June 25, 1992, between the Company
and Registrar and Transfer Company (as successor rights
agent to First City, Texas-Houston, National Association),
as amended by the First Amendment dated October 26, 1992,
the Amendment dated May 10, 1994 and the Amendment dated
September 22, 1996 (incorporated by reference to Exhibit 4.2
of the Company's Registration Statement on Form S-1 (File
No. 33-47586), Exhibit 4.2 of the Company's Quarterly Report
on Form 10-Q for the quarter ended September 30, 1992,
Exhibit 4.3 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994 and Exhibit 4.1 of the
Company's Current Report on Form 8-K dated September 25,
1996)*
5.1 Opinion regarding legality of securities being issued
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Todd Walker, Esq. (included in Exhibit 5.1)
24.1 Powers of Attorney of Directors and Officers of the Company
24.2 Certificate regarding resolutions of the Board of Directors
of the Company
* Each document marked by an asterisk is incorporated herein by
reference to the designated document previously filed with the
Commission.
AMENDMENT TO DIAMOND SHAMROCK, INC.
401 (k) RETIREMENT SAVINGS PLAN
Diamond Shamrock, Inc., a Delaware corporation, pursuant to
authority granted by its Board of Directors, hereby adopts the
following amendment to its 401 (k) Retirement Savings Plan (the
"Plan").
1. New Section 1.10 is added as follows and the former Section
1.10 and all subsequent subsections are re-numbered accordingly:
1.10 BENEFIT REVIEW COMMITTEE. The term Benefit Review
Committee means the committee appointed by the President,
Chairman of the Board and Chief Executive Officer of Diamond
Shamrock, Inc. pursuant to Section 13.4 hereof with power and
authority to construe the Plan and determine all questions of
eligibility and interpretation under the Plan pursuant to Section
13.4 below.
2. New Section 1.12 is added as follows and the former Section
1.12 and all subsequent subsections are re-numbered accordingly:
1.12 CHANGE IN CONTROL. A Change in Control will be deemed
to have occurred when (1) a report is filed on Schedule 13D or
Schedule 14D-1 (or any successor schedule, form or report), each
as promulgated pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), disclosing that any person (as
the term "person" is used in Section 13 (d)(3) or Section
14(d)(2) of the Exchange Act) has become the beneficial owner (as
the term "beneficial owner" is defined under Rule 13d-3 or any
successor rule or regulation promulgated under the Exchange Act)
of securities representing more than 25% of the combined voting
power of the then-outstanding voting securities of Diamond
Shamrock, Inc. and such acquisition has not been authorized,
approved or recommended by majority vote of the Board of
Directors prior to the date of the filing of such report, or (2)
such other event has occurred which the Board of Directors may,
in its sole discretion, by majority vote determine to constitute
a change in control.
3. Section 1.62 is amended by the addition of the following at
the end of such section:
"In addition, upon a Change in Control, the Vesting
Percentage of every Participant shall be 100%."
4. Section 6.2 is clarified by the addition of the following
paragraph at the end of such section:
"If a Participant has made a written election to defer the
distribution for a specified period, or if the Participant
does not consent to a distribution, or if no election to
defer is made within 90 days after receiving a written
explanation of the right to defer such distribution, such
Participant may later elect to receive an immediate
distribution at any time prior to the Participant's Normal
Retirement Date."
5. Section 13.4 is amended by deleting the last paragraph of
such section and by re-numbering the remaining portion of Section
13. 4 as Section 13.4(A).
6. Section 13.4(A) is amended by deleting the phrase "Named
Fiduciary" from each place in which it appears in the Section and
replacing it with "Benefit Review Committee."
7. New Sections 13.4(B) and (C) are added as follows:
(B) The President, Chairman of the Board and Chief Executive
Officer of Diamond Shamrock, Inc. shall appoint a Benefit
Review Committee consisting of not less than three nor more
than five persons, having the administrative
responsibilities and discretionary authority described in
this Section 13.4. The Benefit Review Committee has full
power and authority to construe the Plan and determine all
questions of eligibility and interpretation under the Plan.
The determinations of the Benefit Review Committee shall be
final and binding, subject only to Subsection (C), below.
(C) The Plan and any claims arising from the Plan or in any
way related to the Plan, are subject to and governed by the
Diamond Shamrock, Inc. Dialogue Dispute Resolution Program
("Dialogue"). If a claim has been has been appealed from
the administrator to the Benefit Review Committee and the
claimant desires to appeal the decision of the Benefit
Review Committee, such appeal must be conducted solely
within the limitations and procedures of Dialogue.
The foregoing amendments shall be effective as of May 7,
1996. Except as amended herein, the terms and provisions of
said Plan shall remain in full force and effect.
Executed this 21st day of August, 1996.
DIAMOND SHAMROCK, INC.
By: /S/ William R. Klesse
William R. Klesse
Executive Vice President
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<PAGE>
Diamond Shamrock, Inc. 401(k) Retirement Savings Plan
PLAN MERGER INSTRUMENT
This INSTRUMENT OF MERGER is made as of the 2nd day of December,
1996 by and among Diamond Shamrock, Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Plan
Sponsor"), National Convenience Stores Incorporated, a corporation duly
organized and existing under the laws of the State of Delaware, the Plan
Administrator of the National Convenience Stores Incorporated Profit
Sharing Plan and Trust (the "NCS Plan"), and the Plan Administrator of
the Diamond Shamrock, Inc. 401(k) Retirement Savings Plan (the "Diamond
Shamrock 401(k) Plan").
W I T N E S S E T H:
WHEREAS, effective July 1, 1968 National Convenience Stores
Incorporated established the NCS Plan; and
WHEREAS, on December 18, 1995, National Convenience Stores
Incorporated became a subsidiary of the Plan Sponsor; and
WHEREAS, the Plan Sponsor has thereafter continuously maintained
the NCS Plan, under instruments from time to time amended; and
WHEREAS, effective January 1, 1994 the Plan Sponsor established the
Diamond Shamrock 401(k) Plan and the of the Diamond Shamrock, Inc.
401(k) Retirement Savings Plan Trust (the "Diamond Shamrock 401(k)
Trust"); and
WHEREAS, the Plan Sponsor has thereafter continuously maintained
the Diamond Shamrock 401(k) Plan and the Diamond Shamrock 401(k) Trust,
under instruments from time to time amended; and
WHEREAS, the Employee Benefits Committee, by resolution dated March
5, 1996, directed the merger of the NCS Plan into the Diamond Shamrock
401(k) Plan and Diamond Shamrock 401(k) Trust, respectively, and has
directed the officers of the Plan Sponsor to take such actions as are
necessary or desirable to effectuate such merger,
NOW, THEREFORE, the parties hereto, desiring to memorialize the
merger of the NCS Plan into the Diamond Shamrock 401(k) Plan and the
merger of the NCS Plan into the Diamond Shamrock 401(k) Trust, do agree
to the following, effective as of July 1, 1996:
(1) The NCS Plan is merged into, and becomes a part of, the
Diamond Shamrock 401(k) Plan as of July 1, 1996, which Diamond Shamrock
401(k) Plan shall continue to be known as the Diamond Shamrock, Inc.
401(k) Retirement Savings Plan.
(2) All account balances under the NCS Plan hereby become account
balances under the Diamond Shamrock 401(k) Plan, and all benefits in
"pay status" under the NCS Plan as of the date of the merger shall
become benefits in "pay status" under the Diamond Shamrock 401(k) Plan.
(3) The NCS Plan is merged into, and becomes a part of, the
Diamond Shamrock 401(k) Trust as of July 1, 1996, which Diamond Shamrock
401(k) Trust shall continue to be known as the Diamond Shamrock, Inc.
401(k) Retirement Savings Plan Trust.
(4) All assets and liabilities of the NCS Plan hereby become
assets and liabilities of the Diamond Shamrock 401(k) Plan.
(5) The plan terms in the NCS Plan which are different from those
in the Diamond Shamrock 401(k) Plan will be disposed of as follows:
(a) All elections, waivers, consents, designations,
directions, qualified domestic relations orders and other exercises
of rights and privileges under the NCS Plan shall be deemed
effective and applicable with respect to the Diamond Shamrock
401(k) Plan as of the effective date of the merger with one
exception. After-Tax Employee Contributions were permitted in the
NCS Plan and will not be permitted in the Diamond Shamrock 401(k)
Plan, although current account balances will be maintained.
(b) Employer Matching Contributions in the Diamond Shamrock 401(k)
Plan are not the same as in the NCS Plan. In order to receive the
maximum 3% Employer Matching Contribution in the Diamond Shamrock
401(k) Plan, Elective Deferral Contributions must be at least 6%.
NCS Plan participants will be allowed to increase their Elective
Deferral Contributions on the date of merger.
(c) The eligibility requirements in the Diamond Shamrock 401(k)
Plan are not the same as in the NCS Plan. Since the NCS Plan did
not have an age requirement, NCS employees employed on the date of
the merger will be allowed to participate in the Diamond Shamrock
401(k) Plan upon the completion of one year of service. The age
requirement in the Diamond Shamrock 401(k) Plan will be disregarded
for these specific NCS employees. All participants in the NCS Plan
as of the merger date are automatically participants in the Diamond
Shamrock 401(k) Plan.
(d) The vesting schedule in the Diamond Shamrock 401(k) Plan is
not the same as in the NCS Plan. NCS Plan participants with less
than three years of service as of the merger date will vest
according to the Diamond Shamrock vesting schedule (100% upon
completion of 5 years of service). NCS Plan participants with
three or more years of service as of the merger date will continue
to vest in accordance with the NCS vesting schedule until
completion of 5 years of service (20% after completion of 3 years
of service, 40% after completion of 4 years of service). Upon
completion of 5 years of service, the Diamond Shamrock 401(k) Plan
vesting schedule will be applicable (100% vesting on and after
completion of 5 years of service). For all NCS employees, all
years of service with NCS will count toward vesting in the Diamond
Shamrock 401(k) Plan.
(e) The NCS Plan provided for Employer Contributions (nonmatching)
that are not provided for in the Diamond Shamrock 401(k) Plan.
Forfeitures arising from such Employer Contributions after the
effective date of the merger, shall be applied to administrative
expenses or to reduce Employer Matching Contributions.
(f) The NCS Plan provided for the optional form of payment to the
Participant or Beneficiary of the nonforfeitable balance of
Participant's Account in one hundred twenty (120) equal monthly
payments. This optional form of payment shall be preserved only
with respect to the NCS Plan Participant Account balances as of
June 30, 1996. The request by a Participant or Beneficiary for
this optional form of payment for their June 30, 1996 Account
balance shall be in writing and shall be filed with the
Administrator at least thirty (30) days before distribution is to
be made.
(g) NCS Plan participants may change their investment options
effective July 1, 1996, provided a change form is filed with the
NCS Plan Administrator by May 31, 1996. As of July 1, 1996, all
investments in the NCS Plan will be transferred to the
corresponding Diamond Shamrock 401(k) Plan investment funds. The
corresponding investment options are as follows:
Diamond Shamrock 401(k) Plan
NCS Plan Investment Options Investment Options
NCS Income Fund CIGNA Fixed Income Account
Merrill Lynch Global Allocation Fund Fidelity Advisor Income and
Growth Fund
Merrill Lynch Growth Investment Fidelity Advisor Strategic
Fund Opportunity Fund
Merrill Lynch Phoenix Fund Warburg Pincus Emerging
Growth Fund
Investment changes will not be available to NCS Plan participants
from June 1, 1996 until October 1, 1996. After October 1, 1996,
transfers may occur between funds as provided for in the Diamond
Shamrock 401(k) Plan.
(h) Hardship withdrawals in the Diamond Shamrock 401(k) Plan are
not the same as in the NCS Plan. Hardship withdrawals are limited
to the portion of the Participant's Account attributable to
Elective Deferral Contributions.
(i) Repayment of a partially vested account balance which was
distributed from the NCS Plan upon the participant's termination
in order to allow restitution of a participant's nonvested account
balance will no longer be required or permitted. A partially
vested NCS Plan participant who terminated, elected a lump sum
distribution of his vested account balance, and returned to
employment prior to completing five One-Year Breaks in Service will
automatically have his prior nonvested accounted balance restored.
(6) The Agreement and Declaration of Trust, as amended to date,
pursuant to which the Diamond Shamrock 401(k) Trust is established and
maintained, is hereby ratified and affirmed by the parties thereto.
IN WITNESS WHEREOF, and to memorialize the merger evidenced hereby,
the parties hereto have caused this instrument to be executed by their
respective authorized representatives.
DIAMOND SHAMROCK, INC. NATIONAL CONVENIENCE STORES
INCORPORATED
By:/S/ William R. Klesse By: /S/ A. W. O'Donnell
Title: Executive Vice President Title: CEO and President
DIAMOND SHAMROCK, INC. ADMINISTRATIVE COMMITTEE OF
EMPLOYEE BENEFITS COMMITTEE NATIONAL CONVENIENCE STORES
(Plan Administrator of Diamond Shamrock INCORPORATED
401(k) Plan) (Plan Administrator of NCS
Plan)
By: /S/ William R. Klesse By: /S/ A. W. O'Donnell
Committee Chairman Committee Member
w3144.asc
May 22, 1997
Ultramar Diamond Shamrock Corporation
9830 Colonnade Boulevard
San Antonio, Texas 78230
Re: Ultramar Diamond Shamrock Corporation 401(k) Retirement
Savings Plan
Gentlemen:
I am Counsel for Ultramar Diamond Shamrock Corporation, a Delaware
corporation (the "Company"). The Company expects to file with the
Securities and Exchange Commission on or about May_22, 1997 under
the Securities Act of 1933, as amended, a Registration Statement on
Form S-8 (the "Registration Statement") for the purpose of
registering 77,458 shares of common stock, $0.01 par value of the
Company ("Common Stock").
In connection with such filing, I have examined the Plan and such
other documents, records and matters of law as I have deemed
necessary for purposes of this opinion and based thereupon, I am of
the opinion that the shares of Common Stock that may be issued and
sold or delivered pursuant to the Plan will be, when issued in
accordance with the provisions of the Plan, legally issued, fully
paid an nonassessable and the rights to purchase Common Stock (the
"Rights") in accordance with the Rights Agreement dated June 25,
1992 between the Company and Registrar and Transfer Company, when
duly issued, will be legally issued.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement on Form S-8 for the Plan filed by the
Company with the Securities and Exchange Commission to effect
registration of such Common Stock under the Securities Act of 1933,
as amended.
Very truly yours,
/s/ Todd Walker
Todd Walker
w3300.lw
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1997 with respect to
the consolidated financial statements and financial statement schedule of
the Diamond Shamrock operations of Ultramar Diamond Shamrock Corporation
included in Ultramar Diamond Shamrock Corporation's Annual Report on Form
10-K for the year ended December 31, 1996. We also consent to the
references to us under the heading "Experts" in such Registration
Statement.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
San Antonio
May 22, 1997
w3285a.LW
Consent of Independent Accountants
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-8) pertaining to the Ultramar
Diamond Shamrock Corporation 401(k) Retirement Savings Plan and to
the incorporation by reference therein of our report dated February
7, 1997 with respect to the consolidated financial statements and
schedule of Ultramar Diamond Shamrock Corporation (formerly
Ultramar Corporation) included in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Antonio
May 22, 1997
w3315.LW
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ R. R. HEMMINGHAUS
R. R. Hemminghaus
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ H. PETE SMITH
H. Pete Smith
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ BYRON ALLUMBAUGH
Byron Allumbaugh
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ E. GLENN BIGGS
E. Glenn Biggs
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ W. E. BRADFORD
W. E. Bradford
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ H. FREDERICK CHRISTIE
H. Frederick Christie
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ W. H. CLARK
W. H. Clark
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ JEAN GAULIN
Jean Gaulin
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ RUSSEL H. HERMAN
Russel H. Herman
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ BOB MARBUT
Bob Marbut
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ KATHERINE D. ORTEGA
Katherine D. Ortega
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ MADELEINE SAINT-JACQUES
Madeleine Saint-Jacques
Dated: April 23, 1997
</PAGE>
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Patrick J. Guarino, Curtis V. Anastasio,
Harold D. Mallory, and Todd Walker, and each of them, his true and
lawful attorney or attorneys-in-fact, with full power of
substitution and revocation, for him and in his name, place, and
stead, in any and all capacities (including as an officer or
director of ULTRAMAR DIAMOND SHAMROCK CORPORATION (the
"Corporation"), to sign Registration Statements on Form S-8 of the
Corporation for the purposes of registering, pursuant to the
Securities Act of 1933: (1) 100,000 shares of Common Stock (and
associated stock purchase rights) in accordance with the terms of
the Corporation's Non-Employee Director Equity Plan, (2) 77,458
shares of Common Stock (and associated stock purchase rights) in
accordance with the terms of the Corporation's 401(k) Retirement
Savings Plan (and as a result of the merger between Diamond
Shamrock, Inc. and Ultramar Corporation), and (3) 101,015 shares of
Common Stock (and associated stock purchase rights)in accordance
with the terms of the Corporation's Nonqualified 401(k) Plan (and
as a result of the merger between Diamond Shamrock, Inc. and
Ultramar Corporation), and to sign any or all amendments and any or
all post-effective amendments to such Registration Statements, and
to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission
granting unto said attorney or attorneys-in-fact, and each of them,
full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney or
attorneys-in-fact or any of them or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
/s/ C. BARRY SCHAEFER
C. Barry Schaefer
Dated: April 23, 1997
</PAGE>
CERTIFICATE
ULTRAMAR DIAMOND SHAMROCK CORPORATION
I, Harold D. Mallory, Assistant Secretary of ULTRAMAR DIAMOND SHAMROCK
CORPORATION, a Delaware corporation, and custodian of the books and records
of said corporation, do hereby certify that the following resolutions were
duly adopted by the Board of Directors of said corporation on April 23,
1997, and that said resolutions are in full force in effect.
RESOLVED that the appropriate officers of the Corporation be, and
hereby they are, authorized and directed on behalf of the Corporation
to prepare, execute and file with the Securities and Exchange
Commission a Registration Statement on Form S-8 for the registration
under the Securities Act of 1933, as amended (the "1933 Act"), of the
number of shares of Common Stock (the "Shares") of the Corporation
available for issuance or transfer pursuant to each of the 401(k)
Retirement Savings Plan and the Nonqualified 401(k) Plan, and to file
such amendments thereto as may, in the opinion of the officers
executing the same on behalf of the Corporation, be necessary or
proper to effect the registration of such Shares under the 1933 Act,
and to cause to be filed with the Securities and Exchange Commission
all such post-effective amendments, additional papers, prospectuses,
undertakings and documents as may be necessary or advisable in order
to make such registration statement effective, to comply with the
provisions of the 1933 Act, and to comply with any undertakings of the
Corporation made in connection with such registration.
RESOLVED that Patrick J. Guarino, Curtis V. Anastasio, Harold D.
Mallory, and Todd Walker, or any of them, be and hereby are
designated to act on behalf of the Corporation as its agent or agents
for service in respect of matters concerning the Registration
Statements relating to the Shares with the powers enumerated in Rule
487 of the Rules and Regulations of the Securities and Exchange
Commission.
RESOLVED that the name of any officer or director of the Corporation
signing the Registration Statements (and any amendments thereto) on
its behalf may be signed pursuant to a power of attorney duly executed
and delivered by the officer or director whose name is so signed.
RESOLVED that the proper officers and employees of the Corporation be,
and hereby they are, authorized and directed in the name and on behalf
of the Corporation to take any and all action which they in their
discretion may deem necessary or advisable in order to register or
qualify the Shares, or any number thereof, issued pursuant to such
401(k) Retirement Savings Plan and such Nonqualified 401(k) Plan, for
issuance and sale under the securities laws of any of the states of
the United States of America, or to take any and all other action
which they in their discretion may deem necessary or advisable in
order to register or license the Corporation as a dealer or broker in
securities in any such state or to secure permission for the
Corporation to issue such Shares pursuant to such 401(k) Retirement
Savings Plan and Nonqualified 401(k) Plan and in connection with such
applications, registrations or qualifications to execute, acknowledge,
verify, deliver, file and publish all such applications, reports,
issuance, covenants, certified copies of resolution, powers of
attorney, consents to service of process and any and all other papers
or instruments as may be required under the laws of any such state,
and to take any and all other action which they deem necessary or
advisable in order to maintain such registration or qualification for
as long as they deem to be in the best interest of the Corporation or
in order to cancel such registration or qualification if and when they
deem such cancellation to be in the best interest of the Corporation.
RESOLVED that if, in any state in which any application, statement,
notice or other instrument is required for the purpose of registering
or qualifying the Shares issued pursuant to the 401(k) Retirement
Savings Plan and the Nonqualified 401(k) Plan for offering or sale or
to register or license the Corporation as a dealer or broker in
securities, a prescribed form of resolution or resolutions relating
to such offering or sale or to any application, statement, notice or
other instrument in connection is required, each such preamble and
resolution shall be deemed to have been, and hereby is, adopted by
this Board of Directors and the Secretary of the Corporation is hereby
authorized and directed to certify any such preamble or resolution as
though the same were now presented to this meeting, all such preambles
and resolutions to be inserted in the Minute Book following the
minutes of this meeting.
RESOLVED that the appropriate officers of the Corporation be, and
hereby they are, authorized and directed to prepare, execute and file
with the New York Stock Exchange listing applications, listing fee
agreements and listing agreements with respect to the listing on such
exchange, upon official notice of issuance of the Shares issued from
time to time under and pursuant to the provisions of the 401(k)
Retirement Savings Plan and the Nonqualified 401(k) Plan, and the
proper officers of the Corporation be, and hereby they are, authorized
and empowered to cause such listing applications to be amended and
modified to the extent that the officers executing the same may deem
necessary or proper and to cause to be filed with such exchange, all
additional papers, undertakings, agreements and documents as may be
necessary or advisable in order to cause such exchange to list those
Shares.
RESOLVED that Patrick J. Guarino, Curtis V. Anastasio, Harold D.
Mallory, and Todd Walker, and any of them be, and hereby they are,
authorized to appear if necessary or advisable before officials of
such exchange, with authority to make changes in the listing
applications relating to the Shares to be issued under and pursuant
to the provisions of the 401(k) Retirement Savings Plan and the
Nonqualified 401(k) Plan and take such steps as may be necessary to
effect the listing of the Shares on such exchange.
RESOLVED that the Corporation's Transfer Agent be, and hereby it is
duly authorized to either (a) issue or (b) transfer from the
Corporation's treasury as may be authorized in the manner provided
below, and that the Corporation's Registrar be and hereby it is duly
authorized to register certificates of Common Stock of this
Corporation issued or transferred from the Corporation's treasury
pursuant to the terms of the 401(k) Retirement Savings Plan and the
Nonqualified 401(k) Plan, upon written certification and authorization
by the Chief Executive Officer, Chief Operating Officer and President,
any Vice President, the Secretary, or Assistant Secretary of the
Corporation that Shares were issued thereunder to each director or
employee designated in such certification, that each such director or
employee is entitled to receive the number of shares specified in such
certification and that shares of Common Stock therefore are to be
either issued or transferred from the Corporation's treasury, as the
case may be.
RESOLVED that the appropriate officers and employees of the
Corporation be, and hereby they are, authorized and directed to take
any and all further action and do any and all other things that may
be necessary, proper or advisable to effectuate the foregoing
resolutions.
RESOLVED that such further specific resolutions as may be required in
connection with the registration and listing of Shares as
contemplated above be, and hereby they are, deemed adopted and such
resolutions may be certified by the Secretary of the Corporation as
having been adopted by the Board of Directors provided that a copy
thereof is inserted in the Minute Book following the minutes of this
meeting.
IN WITNESS WHEREOF, I have set my hand and the seal of this
corporation upon this 22nd day of May, 1997.
/s/ HAROLD D. MALLORY
Harold D. Mallory
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