SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ULTRAMAR DIAMOND UDS FUNDING I, L.P. UDS CAPITAL I
SHAMROCK (Exact name of (Exact name of
CORPORATION registrant as registrant as
(Exact name of specified in its specified in its
registrant as certificate of certificate of
specified in limited partnership trust)
its charter) DELAWARE DELAWARE
DELAWARE (State or other (State or other
(State or other jurisdiction of jurisdiction of
jurisdiction incorporation or incorporation or
of incorporation organization) organization)
or organization) 74-2835441 [To be applied
13-3663331 (I.R.S. employer for]
(I.R.S. employer identification (I.R.S. employer
identification number) identification
number) number)
9830 Colonnade Boulevard
San Antonio, Texas 78230
(Address of principal executive offices, including zip code)
If this Form relates to If this Form relates to the
the registration of a class registration of a class of debt
of debt securities and is securities and is to become
effective upon filing pursuant effective simultaneously with
to General Instruction A(c)(1) the effectiveness of a concurrent
please check the following box. registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Trust Originated Preferred New York Stock Exchange, Inc.
Securities of UDS Capital I
(and the Guarantee with respect
thereto)
Partnership Preferred Securities New York Stock Exchange, Inc.
of UDS Funding I, L.P.
(and the Guarantee with respect
thereto)
Securities to be registered
pursuant to Section 12(g) of
the Act: None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The class of securities to be registered hereby consist of (i) the
8.32% Trust Originated Preferred Securities SM (the "TOPrS SM" or "Trust
Preferred Securities"), representing undivided beneficial ownership
interests in the assets of UDS Capital I, a statutory business trust
formed under the laws of the State of Delaware (the "Trust"), together
with the Trust Preferred Securities Guarantee by Ultramar Diamond
Shamrock Corporation, a Delaware corporation, in favor of the holders of
the Trust Preferred Securities, and (ii) the 8.32% Partnership Preferred
Securities (the "Partnership Preferred Securities"), representing
limited partner interests of UDS Funding I, L.P., a Delaware limited
partnership (the "Partnership"), together with the Partnership Preferred
Securities Guarantee by Ultramar Diamond Shamrock Corporation, a Dela-
ware corporation, in favor of the holders of the Partnership Preferred
Securities.
For a description of the Trust Preferred Securities, reference is
made to the information set forth under the headings "Description of the
Trust Preferred Securities" and "Description of the Trust Guarantee" in
the Registration Statement on Form S-3 (Registration No. 333-28737)
filed with the Securities and Exchange Commission (the "Commission") on
June 6, 1997 under the Securities Act of 1933, as amended (the "Act"),
and Amendment No. 1 thereto filed with the Commission on June 17, 1997
(such Registration Statement, as so amended, being hereinafter referred
to as the "Registration Statement"), which description is incorporated
herein by reference. For a description of the Partnership Preferred
Securities, reference is made to the information set forth under the
headings "Description of the Partnership Preferred Securities" and
"Description of the Partnership Guarantee" in the Registration Statement, which
description is incorporated herein by reference. Definitive
copies of the prospectus supplement describing the terms of the Trust
Preferred Securities and Partnership Preferred Securities have been
filed pursuant to Rule 424(b) under the Act and shall be deemed to be
incorporated herein by reference.
Item 2. Exhibits.
2.1 Certificate of Trust dated June 5, 1997 of UDS Capital I
(incorporated herein by reference to Exhibit 4.3 to the
Registration Statement).
2.2 Form of Amended and Restated Declaration of Trust of UDS
Capital I (incorporated by reference to Exhibit 4.5 to the
Registration Statement).
2.3 Certificate of Limited Partnership dated as of June 5, 1997
of UDS Funding I, L.P. (incorporated by reference to Exhibit
4.7 to the Registration Statement).
2.4 Form of Amended and Restated Limited Partnership Agreement of
UDS Funding I, L.P. (incorporated by reference to Exhibit 4.9
to the Registration Statement).
2.5 Form of Trust Preferred Securities Guarantee Agreement between
Ultramar Diamond Shamrock Corporation and The Bank of New York,
as guarantee trustee (incorporated by reference to Exhibit 4.11
to the Registration Statement).
2.6 Form of Partnership Preferred Securities Guarantee Agreement by
Ultramar Diamond Shamrock Corporation (incorporated by
reference to Exhibit 4.13 to the Registration Statement).
2.7 Form of Subordinated Indenture between Ultramar Diamond
Shamrock Corporation and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.15 to the Registration
Statement).
2.8 Form of Affiliate Debenture Guarantee Agreement between
Ultramar Diamond Shamrock Corporation and The Bank of New York,
as guarantee trustee (incorporated by reference to Exhibit 4.17
to the Registration Statement).
2.9 Form of Trust Preferred Security (included in Exhibit 2.2
above).
2.10 Form of Partnership Preferred Security (included in Exhibit 2.4
above).
2.11 Form of Subordinated Debenture (incorporated by reference to
Exhibit 4.16 to the Registration Statement).
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Amendment
No. 1 to Registration Statement on Form 8-A to be signed on
its behalf by the undersigned, thereunto duly authorized.
UDS CAPITAL I
Dated: June 30, 1997
By: /s/ STEVE BLANK
Name: Steve Blank
Title: Regular Trustee
UDS FUNDING I, L.P.
By: ULTRAMAR DIAMOND SHAMROCK
CORPORATION,
as General Partner
By: /s/ STEVE BLANK
Name: Steve Blank
Title: Vice President and Treasurer
ULTRAMAR DIAMOND SHAMROCK
CORPORATION
By: /s/ STEVE BLANK
Name: Steve Blank
Title: Vice President and Treasurer
W5160.ASC
