SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) August 31, 2000
ULTRAMAR DIAMOND SHAMROCK CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11154 13-3663331
(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
6000 North Loop 1604 West 78249-1112
(Address of Principal Executive (Zip Code)
Offices)
(210) 592-2000
(Registrant's Telephone Number,
Including Area Code)
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Item 2. Acquisition or Disposition of Assets.
On August 31, 2000 Ultramar Inc., a wholly owned subsidiary of the
registrant, completed the acquisition of a 168,000 barrel per day throughput
capacity refinery located in Contra Costa County in the San Francisco Bay area.
The Avon Refinery was purchased from Tosco Corporation for $650,000,000, with
provisions for additional contingency payments of up to $150,000,000 over an
eight-year period based on a formula calculating the extent to which average
annual West Coast refinery margins exceed historical averages. Ultramar Inc.
also paid approximately $151,000,000 for petroleum products and crude oil and
other feedstock inventories purchased along with the plant and equipment. The
registrant plans to continue to operate the Avon Refinery in conjunction with
approximately 413 company-branded retail outlets that are located primarily in
Northern California and its Wilmington, California refinery located in the Los
Angeles area near the Port of Long Beach. The purchase was funded by a
combination of (i) the proceeds of a $350,000,000 bridge loan facility into
which the registrant entered with a group of banks led by The Chase Manhattan
Bank and Morgan Guaranty Trust Company of New York, (ii) $250,000,000 of
proceeds from the sale of credit card and wholesale receivables under a
pre-existing receivables securitization facility, and (iii) $201,000,000 from
cash on hand and borrowings in the commercial paper market.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the financial statements of the
business acquired at the time of this filing. The registrant will
file the required financial statements as soon as practicable, but
in any event on or prior to November 14, 2000.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information
pertaining to the business acquired at the time of this filing.
The registrant will file the required pro forma financial
information as soon as practicable, but in any event on or prior
to November 14, 2000.
(c) Exhibits.
2.1 Asset Purchase and Sale Agreement.
2.2 Amendment No. 1 to Asset Purchase and Sale Agreement
2.3 List of schedules and exhibits to Asset Purchase and Sale
Agreement omitted from this filing. Registrant hereby undertakes,
pursuant to Regulation S-K Item 601(2), to furnish any such
schedules and exhibits to the commission supplementally upon
request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Ultramar Diamond Shamrock Corporation 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
Assistant Secretary
Date: September 14, 2000
