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 3, 1998
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
On March 3, 1998 Ultramar Diamond Shamrock Corporation (the "Company")
notified the holders of all 1,724,400 outstanding shares of its 5% Cumulative
Convertible Preferred Stock (the "5% Preferred") that is intends to redeem all
outstanding shares of 5% Preferred on March 18, 1998. The 5% Preferred will be
redeemed by the issuance of common stock of the Company at the rate of
approximately 1.9246 share of common stock for each share of 5% Preferred so
redeemed. The Company expects to issue 3,318,706 shares of its common stock in
connection with the redemption or conversion of the 5% Preferred Stock on or
prior to March 18, 1998.
(b) Exhibits
99.1 Form of Notice of Redemption and Termination of
Conversion Right.
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
March 3, 1998
EXHIBIT 99.1
NOTICE OF REDEMPTION AND
TERMINATION OF CONVERSION RIGHT
TO HOLDERS OF 5% CUMULATIVE CONVERTIBLE PREFERRED STOCK
REDEMPTION DATE: March 18, 1998
CONVERSION RIGHT EXPIRES: 5:00 p.m. New York City Time,
March 18, 1998
(CUSIP NO. 904000205)
Ultramar Diamond Shamrock Corporation, a Delaware corporation (the "Company")
hereby notifies you that it has elected to call for redemption on March 18, 1998
(the "Redemption Date") its 5% Cumulative Convertible Preferred Stock (the "5%
Preferred Stock") pursuant to the provisions of the Certificate of Designations
(the "Designation") under which the 5% Preferred Stock was issued. The 5%
Preferred Stock will be redeemed by issuance of the Company's common stock, $.01
par value (the "Redemption Shares") in the amount described below.
The number of Redemption Shares issuable upon redemption of the 5%
Preferred Stock is determined by dividing the $50 per share liquidation price of
the 5% Preferred Stock by the $25.98 per share price at which 5% Preferred Stock
is currently convertible into shares of the Company's common stock, and rounding
the result to the nearest 1/100th of a share. Based on the foregoing formula,
each share of 5% Preferred Stock is redeemable for approximately 1.9246
Redemption Shares. Accrued but unpaid dividends on the 5% Preferred Stock to the
Redemption Date will be paid on the Redemption Date, and will cease to accrue
thereafter. No fractional Redemption Shares will be issuable upon conversion.
Instead, a cash payment for each fractional share will be made on the basis of
the last reported sale price of the Company's common stock on the New York Stock
Exchange - composite tape on the last trading day immediately preceding the
Redemption Date. Conversion rights with respect to the 5% Preferred Stock will
expire at the close of business on the Redemption Date.
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In order to receive the Redemption Shares, certificates evidencing the 5%
Convertible Preferred must be surrendered to the redemption agent, Registrar and
Transfer Company (the "Agent") as follows:
By Mail: Registrar and Transfer Company
P. O. Box 1010
Cranford, NJ 07016-1010
By Hand: Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ 07016
The method of delivery of the 5% Preferred Stock is at the option and risk of
the holder of the 5% Preferred Stock, but if mail is used, certified or
registered mail, properly insured, is recommended.
Additional copies of this Notice of Redemption and the accompanying Letter of
Transmittal may be obtained from the Agent.
ULTRAMAR DIAMOND SHAMROCK CORPORATION
March 3, 1998.
