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)
March 4, 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.)
9830 Colonnade Blvd.,
San Antonio, Texas 78230
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code:(210) 641-6800
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
(a) On March 4, 1997, upon the recommendation of the Audit
Committee of the Board of Directors (the "Board") of Ultramar
Diamond Shamrock Corporation ("UDS Corp."), formerly Ultramar
Corporation, the Board unanimously selected, subject to
ratification by UDS Corp.'s stockholders, Arthur Andersen L.L.P.
("Arthur Andersen") to serve as independent auditors for UDS Corp.
and its subsidiaries for the fiscal year ending December 31, 1997,
replacing Ernst & Young LLP ("Ernst & Young").
The reports of Ernst & Young on UDS Corp.'s consolidated
financial statements for each of the two years in the period ended
December 31, 1995 contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit
scope, or accounting principle, other than as to UDS Corp.'s change
in its method of accounting for refinery maintenance turnaround
costs discussed in Note 3 to the December 31, 1995 consolidated
financial statements.
In connection with UDS Corp.'s two fiscal years ended December
31, 1996 and the subsequent interim period through March 4, 1997,
there were no disagreements ("Disagreements") as defined in Item
304(a)(1)(iv) and the Instructions to Item 304 of Regulation S-K
promulgated pursuant to the Securities Exchange Act of 1934, as
amended ("Regulation S-K"), between UDS Corp. and Ernst & Young, or
between UDS Corp. and Price Waterhouse LLP ("Price Waterhouse"),
upon whose report Ernst & Young is expected to express reliance in
its report on its audit for the fiscal year ended December 31,
1996, on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures,
which Disagreements if not resolved to their satisfaction would
have caused either Ernst & Young or Price Waterhouse to make
reference thereto in connection with their report. Ernst & Young
is in the process of completing its audit of UDS Corp. for the
fiscal year ended December 31, 1996, and has not delivered its
report petaining to such audit as of the date hereof.
In connection with UDS Corp.'s two fiscal years ended December
31, 1996 and the subsequent interim period through March 4, 1997,
there were no reportable events ("Reportable Events") as defined in
Item 304(a)(1)(v) of Regulation S-K.
Ernst & Young and Price Waterhouse have furnished UDS Corp.
with letters addressed to the Securities and Exchange Commission
stating that they agree with UDS Corp.'s statements included in
this report, except that neither Ernst & Young nor Price Waterhouse
was in a position to agree or disagree with the statement that the
change was recommended by the Audit Committee of the Board or that
Arthur Andersen was not engaged regarding the application of
accounting principles to a specified transaction or the type of
audit opinion that might be rendered on UDS Corp.'s financial
statements, and neither was in a position to agree or disagree with
the statements in this report relating to the absence of
Disagreements between UDS Corp. and the other firm. Copies of such
letters are filed as an exhibit to this report.
(b) On March 4, 1997, UDS Corp. selected Arthur Andersen as
independent auditors for UDS Corp. and its subsidiaries for the
fiscal year ended December 31, 1997, subject to ratification by UDS
Corp.'s stockholders. At no time preceding March 4, 1997 has UDS
Corp. consulted with Arthur Andersen on matters regarding (i) the
application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on UDS Corp.'s financial statements, or (ii) any
matter that was the subject of a Disagreement with Ernst & Young or
Price Waterhouse or a Reportable Event.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter, dated March 10, 1997, from Ernst & Young
LLP to the Securities and Exchange Commission
16.2 Letter, dated March 10, 1997, from Price Waterhouse
LLP to the Securities and Exchange Commission
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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/ H. PETE SMITH
Executive Vice President and
Chief Financial Officer
March 10, 1997
W5062.TW
Exhibit 16.1
March 11, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated March 10, 1997 of Ultramar
Diamond Shamrock Corporation and are in agreement with the
statements on page two therein contained in paragraphs two, four,
and paragraph three except as it relates to Price Waterhouse LLP.
We have no basis to agree or disagree with other statements of the
registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
/es
W5067.TW
Exhibit 16.2
March 10, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Ultramar Diamond Shamrock Corporation's
Form 8-K dated March 4, 1997 and are in agreement with the
statements contained in paragraph 4(a) therein as they relate to
Price Waterhouse LLP.
Yours very truly,
/s/ Price Waterhouse LLP
W5068.TW
