UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1999
Commission File Number 333-27701
A. UDS 401(k) Retirement Savings Plan
B. Ultramar Diamond Shamrock Corporation
6000 North Loop 1604 West
San Antonio, TX 78249-1112
<PAGE>
UDS 401(k) RETIREMENT SAVINGS PLAN
Index to Financial Statements and Supplemental Schedules
December 31, 1999 and 1998
Page
Report of Independent Public Accountants............................... 3
Financial Statements:
Statements of Net Assets Available for Plan Benefits as of
December 31, 1999 and 1998........................................... 4
Statements of Changes in Net Assets Available for Plan Benefits
for the Years Ended December 31, 1999 and 1998....................... 5
Notes to Financial Statements........................................ 6
Supplemental Schedules:
Schedule I - Schedule of Assets Held for Investment Purposes as of
December 31, 1999.................................................... 14
Schedule II - Schedule of Reportable Transactions for the Year Ended
December 31, 1999.................................................... 15
Schedule III - Schedule of Nonexempt Transactions for the Year Ended
December 31, 1999.................................................... 16
Signature.............................................................. 17
Consent of Independent Public Accountants.............................. 18
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Employee Benefits Committee of
Ultramar Diamond Shamrock Corporation:
We have audited the accompanying statements of net assets available for plan
benefits of the UDS 401(k) Retirement Savings Plan (the Plan) as of December 31,
1999 and 1998, and the related statements of changes in net assets available for
plan benefits for each of the two years in the period ended December 31, 1999.
These financial statements and the schedules referred to below are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1999 and 1998, and the changes in net assets available for plan
benefits for each of the two years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1999 included as Schedule I,
reportable transactions for the year ended December 31, 1999 included as
Schedule II and non-exempt transactions for the year ended December 31, 1999
included as Schedule III are presented for the purpose of additional analysis
and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
San Antonio, Texas
June 16, 2000
<PAGE>
UDS 401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31,
------------
Assets 1999 1998
---- ----
Investments, at fair value $198,067,614 $141,160,367
----------- ------------
Contributions receivable:
Employer 578,270 585,774
Employee 1,889,132 1,818,938
------------ ------------
2,467,402 2,404,712
------------ ------------
Net assets available for plan benefits $200,535,016 $143,565,079
============ ============
See accompanying notes to financial statements.
<PAGE>
UDS 401(k) RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
Years Ended December 31,
1999 1998
---- ----
Additions to net assets:
Investment income:
Interest and dividend income $ 10,480,909 $ 8,511,393
Net appreciation in fair value of investments 4,768,588 3,150,913
------------ ------------
15,249,497 11,662,306
------------ ------------
Contributions:
Employer 4,038,773 4,418,654
Employee 10,663,142 11,567,106
------------ ------------
14,701,915 15,985,760
------------ ------------
Asset transfers in from other plans 44,553,225 98,718,919
------------ ------------
Total additions 74,504,637 126,366,985
------------ ------------
Deductions from net assets:
Benefits paid to participants 17,534,700 23,945,850
------------ ------------
Net increase in net assets available for plan
benefits 56,969,937 102,421,135
Net assets available for plan benefits:
Beginning of year 143,565,079 41,143,944
------------ ------------
End of year $200,535,016 $143,565,079
============ ============
See accompanying notes to financial statements.
<PAGE>
UDS 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
NOTE 1: DESCRIPTION OF PLAN
The following description of the UDS 401(k) Retirement Savings Plan (the Plan),
formerly the Ultramar Diamond Shamrock Corporation U.S. Savings Incentive Plan,
provides only general information. Participants should refer to the Plan
agreement, effective January 1, 1998, for a more complete description of the
Plan's provisions.
Plan Merger
Effective September 30, 1999, the Ultramar Diamond Shamrock Corporation Employee
Stock Ownership Plan I and the Ultramar Diamond Shamrock Employee Stock
Ownership Plan II (collectively known as the ESOP Plans) were merged with the
Plan. Participant account balances from the respective ESOP Plans were
transferred from Key Trust Company, the trustee of the ESOP Plans, to Vanguard
Fiduciary Trust Company's UDS ESOP1 Stock Fund and UDS ESOP2 Stock Fund. These
transfers are included in asset transfers in from other plans in the
accompanying statement of changes in net assets available for plan benefits for
the year ended December 31, 1999. After the transfer was completed, 25% of the
common stock shares were immediately eligible for diversification by the
participants, with an additional 25% becoming eligible on January 1, 2000, 2001,
and 2002. Current participants are not able to contribute to the UDS ESOP1 Stock
Fund or the UDS ESOP2 Stock Fund.
Effective January 1, 1998, the Ultramar Diamond Shamrock 401(k) Retirement
Savings Plan was merged into the Ultramar Diamond Shamrock Corporation U.S.
Savings Incentive Plan, which was renamed the UDS 401(k) Retirement Savings
Plan. Effective April 1, 1998, the Total Petroleum, Inc. Tax Reduction Thrift
Plan and the Total Petroleum, Inc. Retail Thrift Plan were also merged into the
Ultramar Diamond Shamrock Corporation U.S. Savings Incentive Plan. Effective
December 31, 1998, Ultramar Energy Inc. U.S. Savings Incentive Plan merged with
the Plan.
From January 1, 1998 through March 31, 1998, participants' accounts included in
the Ultramar Diamond Shamrock 401(k) Retirement Savings Plan continued to be
processed by CG Trust Company. Participant account balances were transferred
from CG Trust Company and Fidelity Management Trust Company to Vanguard
Fiduciary Trust Company's investment funds with similar investment objectives on
March 31, 1998. These transfers into the Plan are included in asset transfers in
from other plans in the accompanying statement of changes in net assets
available for plan benefits for the year ended December 31, 1998. Participants
were allowed to transfer their account balances to other funds within the Plan
subsequent to the merger of the plans.
<PAGE>
UDS 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
General
The Plan is a defined contribution plan covering all eligible employees of
Ultramar Diamond Shamrock Corporation (the Company). Eligible employees include
all non-union employees and certain union employees who have completed one year
of service and who are at least 21 years old (18 years old after December 31,
1998). The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA), as amended.
The Company is the Sponsor of the Plan. The Employee Benefits Committee (the
Administrator) which consists of at least three members appointed by the Chief
Executive Officer of the Company administers the Plan. The trustee and
recordkeeper of the Plan is Vanguard Fiduciary Trust Company.
Contributions
Participants can contribute from 1% to 15% of their compensation, as defined in
the Plan. In addition, any employee, including any employee who is not yet
eligible to participate in the Plan, may make rollover contributions. Effective
January 1, 1998, the Company contributes $0.60 for every $1.00 of the
participant's contribution up to 6% of compensation. The Company matching
contributions are invested in the same investment fund(s) and in the same
proportion as the participant's current investment options.
The Company may make discretionary Company contributions to the Plan for a plan
year, subject to certain limitations. For the years ended December 31, 1999 and
1998, the Company did not make additional discretionary Company contributions to
the Plan.
The Internal Revenue Code (IRC) establishes an annual limitation on the amount
of individual pre-tax salary deferral contributions. This limit was $10,000 for
1999 and 1998.
Participant Accounts
Each participant's account is valued on a daily basis and is equal to the
participant's and the Company's contributions plus investment income less
benefits paid to the participant and loans.
Vesting
Participants vest immediately in their contributions, rollover contributions and
actual earnings thereon. Participants become 100% vested in Company matching and
discretionary contributions and related earnings after five years of service.
Certain participants are subject to accelerated vesting as a result of special
Plan provisions associated with past mergers. However, a participant will be
vested in 100% of his account balance upon his death, disability, attainment of
Normal Retirement Age, as defined in the Plan, termination or partial
termination of the Plan or a change in control, as defined in the Plan.
UDS 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
Investment Options
During the years ended December 31, 1999 and 1998, participants were able to
allocate their contributions and transfer existing account balances among ten
mutual funds, a collective trust, other self-directed investments and the
Ultramar Diamond Shamrock Corporation Common Stock Fund.
The collective trust is tax-exempt and invests primarily in investment contracts
issued by insurance companies and commercial banks, and similar types of
fixed-principal investments. The contracts are fully benefit responsive and are
recorded at fair value. The average yield for the years ended December 31, 1999
and 1998 was 5.93% and 6.15%, respectively. The crediting interest rate as of
December 31, 1999 and 1998 was 5.87% and 5.93%, respectively.
From January 1, 1998, through March 31, 1998, participants previously in the
Ultramar Diamond Shamrock 401(k) Retirement Savings Plan allocated their
contributions among the Ultramar Diamond Shamrock Corporation Common Stock Fund
and 16 investment options.
Transfers
Plan participants can transfer the balances in any of the investment options on
a daily basis.
Participant Loans
Participants may borrow from their vested account balance a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50% of their vested account
balance. The participant may elect a repayment term of up to five years for
general purpose loans or up to 10 years for the purchase of a primary residence.
The loan is secured by a lien on the participant's vested account balance and
bears interest at a reasonable rate as determined by the Administrator.
Principal and interest is repaid through payroll deductions. A participant can
have only one loan outstanding at any time and must wait three months after
paying off a loan before initiating a new loan.
Payment of Benefits
On termination of service, a participant can choose a lump-sum distribution
equal to the vested interest of his or her account or can defer receipt of such
distribution, depending on the terminated participant's vested account balance.
If the vested account balance is less than $5,000, the distribution can not be
deferred. If the vested account balance is more than $5,000, the participant can
consent to the distribution, or can defer to a later date, not later than the
normal retirement date. If the participant takes no action, the distribution is
made at normal retirement date. Optional forms of payments are available to
certain participants as described in the Plan agreement.
In the event of hardship, participants can elect to withdraw a portion of their
vested account balance, subject to tax penalties and the cessation of elective
deferral contributions under certain circumstances.
UDS 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
Forfeitures
In the event a participant terminates before becoming 100% vested in the
employer contributions, the nonvested employer contribution amounts held in the
participant's account will be forfeited. If the terminated participant receives
a distribution from the vested portion of his account, the nonvested amounts
remaining in the participant's account are treated as a forfeiture. Forfeited
amounts are used to reduce future employer contributions or defray Plan
administrative costs. During 1999 and 1998, employer contributions were reduced
by $159,893 and $82,266 from forfeited nonvested accounts, respectively. At
December 31, 1999 and 1998, $30,036 and $159,239, respectively, in unused
forfeitures were available for future use under the Plan.
NOTE 2: SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of accounting.
Benefits paid to participants are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with United States'
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, and
changes therein, and disclosure of contingent assets and liabilities. Actual
results could differ from those estimates.
Investment Valuation and Income Recognition
Investments in registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan as of the
balance sheet date. The Plan's investment in the collective trust is valued at
fair value. Self-directed investments are valued at quoted market prices as of
the balance sheet date. Participant loans are valued at cost which approximates
fair value. The Company's common stock is valued at its quoted market price as
of the balance sheet date.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date. Capital gain distributions are included in interest and
dividend income.
Net Appreciation in Fair Value of Investments
Net appreciation in fair value of investments includes realized gains and losses
on the sale of investments and unrealized appreciation of investments in
accordance with the rules enacted by the Department of Labor. The computation of
realized gains and losses on the sale of investments is based on the fair value
(rather than historical cost) of Plan assets at the beginning of the year or at
UDS 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
the time of purchase if purchased during the year, compared to the sale price of
the investment. The computation of unrealized appreciation of investments is
based on the difference, if any, between fair value at the beginning of the year
plus current year purchases compared to fair value at the end of the year.
Plan Expenses
The Company pays the administrative expenses of the Plan and provides certain
other services at no cost to the Plan.
Risks and Uncertainties
The Plan's investments, in general, are exposed to various risks, such as
interest rate, credit and overall market volatility risk. Due to the level of
risk associated with certain investment securities, it is reasonably possible
that changes in the value of investment securities will occur in the near term
and that such changes could materially affect participants' account balances and
amounts presented in the statements of net assets available for plan benefits.
Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities" which establishes new accounting and
reporting standards for derivative instruments. In June 1999, the FASB issued
SFAS No. 137, "Accounting for Derivative Instruments and Hedging Activities -
Deferral of the Effective Date of FASB Statement No. 133", which defers the
effective date of SFAS No. 133 for one year to be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. The Plan has not
entered into, and is not expected to enter into, any transactions involving
derivative instruments or hedging activities. Therefore, management believes
there would be no material effect to the Plan's financial statements as a result
of implementation of this statement.
In September 1999, the American Institute of Certified Public Accountants issued
Statement of Position (SOP) 99-3, "Accounting for and Reporting of Certain
Defined Contribution Plan Investments and Other Disclosure Matters," which
eliminates the requirement for defined contribution plans to disclose
participant-directed investment programs. During 1999, the Plan adopted SOP 99-3
and, accordingly, the 1998 financial statements have been reclassified to
eliminate participant-directed fund investment program disclosure.
<PAGE>
UDS 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
NOTE 3: INVESTMENTS
Investments that represent 5% or more of the Plan's net assets are as follows:
December 31,
1999 1998
---- ----
Vanguard 500 Index Fund $24,842,696 $20,240,168
Vanguard PRIMECAP Fund 35,806,727 23,299,306
Vanguard U.S. Growth Fund 11,227,487 8,827,344
Vanguard Wellington Fund 27,767,821 30,377,371
Vanguard Windsor II Fund 8,035,535 9,964,561
Vanguard Retirement Savings Trust 30,768,546 26,074,686
UDS ESOP1 Stock Fund * 31,731,479 -
Ultramar Diamond Shamrock Corporation
Common Stock Fund 7,427,913 8,460,398
--------------
* Nonparticipant-directed.
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value as follows:
Years Ended December 31,
1999 1998
---- ----
Mutual funds $ 9,961,767 $ 6,870,926
Self-directed investments 375 5,646
Common stock (5,193,554) (3,725,659)
----------- -----------
Net appreciation in fair value of investments $ 4,768,588 $ 3,150,913
=========== ===========
NOTE 4: NONPARTICIPANT-DIRECTED INVESTMENTS
The net assets and the changes in net assets relating to nonparticipant-directed
investments as of and for the year ended December 31, 1999 are shown below.
There were no nonparticipant-directed investments as of December 31, 1998.
December 31, 1999
Net assets:
Common stock $39,541,988
===========
UDS 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
Year Ended
December 31, 1999
-----------------
Changes in net assets:
Interest and dividend income $ 480,498
Net depreciation in fair value of investments (4,953,413)
Asset transfers in from other plans 44,553,225
Transfers to participant-directed investments (538,322)
-------------
$ 39,541,988
NOTE 5: PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue or reduce its contributions and to terminate the
Plan at any time subject to the provisions of ERISA.
NOTE 6: TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated September 22, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the IRC. Although the Plan has been
amended since receiving the determination letter, the Company believes that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
NOTE 7: PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of registered investment companies and a
trust managed by an affiliate of the Trustee and shares of common stock of the
Company. Transactions in these investments qualify as party-in-interest
transactions.
NOTE 8: RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for plan benefits per
the financial statements to the Form 5500:
December 31,
1999 1998
---- ----
Net assets available for plan benefits per
the financial statements $200,535,016 $143,565,079
Amounts allocated to withdrawing participants (221,857) (1,151,538)
------------- -------------
Net assets available for plan benefits per the
Form 5500 $200,313,159 $142,413,541
============ ============
<PAGE>
UDS 401(k) RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS - Continued
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
Years Ended December 31,
------------------------
1999 1998
---- ----
Benefits paid to participants
per the financial statements $17,534,700 $23,945,850
Add: Amounts allocated to withdrawing
participants at end of year 221,857 1,151,538
Less: Amounts allocated to withdrawing
participants at beginning of period (1,151,538) (75,207)
----------- ------------
Benefits paid to participants per the Form 5500 $16,605,019 $25,022,181
=========== ============
NOTE 9: NONEXEMPT TRANSACTIONS
For the years ended December 31, 1999 and 1998, the Company failed to remit
participant contributions totaling $971,756 and $1,117,220, respectively, to the
Plan within the required period as specified by applicable Department of Labor
regulations. These late contributions resulted in prohibited extensions of
credit to the Company and represent nonexempt transactions.
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE I
UDS 401(k) RETIREMENT SAVINGS PLAN
Schedule of Assets Held for Investment Purposes
December 31, 1999
Current
Identity of Issue Description of Investment Cost Value
----------------- ------------------------- ---- -------
<S> <C> <C> <C>
* The Vanguard Group Vanguard 500 Index Fund $19,791,940 $ 24,842,696
* The Vanguard Group Vanguard Extended Market Index Fund 190,748 221,396
* The Vanguard Group Vanguard International Growth Fund 1,594,913 1,899,522
* The Vanguard Group Vanguard International Value Fund 1,067,358 1,164,323
* The Vanguard Group Vanguard Long Term Corporate Fund 2,069,865 1,843,197
* The Vanguard Group Vanguard PRIMECAP Fund 27,579,408 35,806,727
* The Vanguard Group Vanguard Total Bond Market Index Fund 2,883,915 2,733,680
* The Vanguard Group Vanguard U.S. Growth Fund 9,279,638 11,227,487
* The Vanguard Group Vanguard Wellington Fund 30,577,376 27,767,821
* The Vanguard Group Vanguard Windsor II Fund 9,941,181 8,035,535
* The Vanguard Group Vanguard Retirement Savings Trust 30,768,546 30,768,546
* Ultramar Diamond Ultramar Diamond Shamrock Corporation
Shamrock Corporation ESOP1 Common Stock Fund 26,023,752 31,731,479
* Ultramar Diamond Ultramar Diamond Shamrock Corporation
Shamrock Corporation ESOP2 Common Stock Fund 7,358,445 7,810,509
* Ultramar Diamond Ultramar Diamond Shamrock Corporation
Shamrock Corporation Common Stock Fund 10,047,685 7,427,913
* UDS 401(k) Retirement Participant loans --
Savings Plan Interest rates range from 7% - 11% 4,737,160 4,737,160
Self-directed investments:
Salomon Smith Barney Inc. Smith Barney Money Funds 7,229 7,229
Salomon Smith Barney Inc. Smith Barney Appreciation Fund ** 18,503
Salomon Smith Barney Inc. Government Backed Trust CL T-1 ** 7,977
Salomon Smith Barney Inc. Government Backed Trust CTF ** 7,324
Salomon Smith Barney Inc. Government Trust CTF CL 3-C-REG ** 8,590
------------
$198,067,614
============
* Parties-in-interest to the Plan.
** Historical cost information is not available.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE II
UDS 401(k) RETIREMENT SAVINGS PLAN
Schedule of Reportable Transactions **
Year Ended December 31, 1999
Current
Value
Historical of Asset on Net
Identity of Purchase Selling Cost of Transaction Gain
Party Involved Description of Asset Price Price Asset Date (Loss)
-------------- ---------------------- ----------- -------- ----------- ----------- ------
Single Transactions:
--------------------
<S> <C> <C> <C> <C> <C> <C>
Ultramar Diamond Ultramar Diamond
Shamrock Shamrock Corporation
Corporation* ESOP1 Common Stock
Fund $35,769,863 N/A $35,769,863 $35,769,863 N/A
Ultramar Diamond Ultramar Diamond
Shamrock Shamrock Corporation
Corporation* ESOP2 Common Stock
Fund 8,783,362 N/A 8,783,362 8,783,362 N/A
Series of Transactions:
-----------------------
Ultramar Diamond Ultramar Diamond
Shamrock Shamrock Corporation
Corporation * ESOP1 Common Stock
Fund 36,155,641 N/A 36,155,641 36,155,641 N/A
Ultramar Diamond Ultramar Diamond
Shamrock Shamrock Corporation
Corporation * ESOP1 Common Stock
Fund N/A $440,097 366,997 440,097 $73,100
Ultramar Diamond Ultramar Diamond
Shamrock Shamrock Corporation
Corporation * ESOP2 Common Stock
Fund 8,878,082 N/A 8,878,082 8,878,082 N/A
Ultramar Diamond Ultramar Diamond
Shamrock Shamrock Corporation
Corporation * ESOP2 Common Stock
Fund N/A 98,225 94,398 98,225 3,827
* Represents a party-in-interest.
** Single transaction or a series of transactions in excess of 5% of the
current value of the Plan's assets as of the beginning of the plan year as
defined in 29 CFR 2520.103-6 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under ERISA. The purchase price
and selling price are net of related transaction expense.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE III
UDS 401(k) RETIREMENT SAVINGS PLAN
Schedule of Nonexempt Transactions
Year Ended December 31, 1999
Relationship to plan,
Identity of employer or other
party involved party-in-interest Description of transactions Amount Interest
-------------- --------------------- --------------------------- ------ --------
<S> <C> <C> <C> <C>
Ultramar Diamond Employer Participant contributions were
Shamrock Corporation not remitted to the Plan in a
timely manner:
Deemed loan: January 22, 1999
Remitted: January 27, 1999 $971,756 $5,503
</TABLE>
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized as of June 22, 2000.
UDS 401(k) Retirement Savings Plan
By: /s/ Penelope Viteo
Penelope Viteo
Member, Employee Benefits Committee and
Vice President, Ultramar Diamond Shamrock Corporation
