SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Total Petroleum (North America) Ltd.
(Name of Issuer)
Common stock, no par value
(Title of Class of Securities)
891508 10 3
(CUSIP Number)
Ultramar Diamond Shamrock Corporation
9830 Colonnade Boulevard
San Antonio, Texas 78230
Attention: Curtis Anastasio
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Robert A. Profusek, Esq.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
September 25, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box _____.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Ultramar Diamond Shamrock Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a _____
b X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) _____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBERS 7 SOLE VOTING POWER
OF -0-
SHARES
BENEFICIALLLY 8 SHARED VOTING POWER
OWNED 39,354,700
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON
WITH 10 SHARED DISPOSITIVE POWER
39,354,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,354,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
3007152 Nova Scotia Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP a _____
b _____
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or (e) _____
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBERS 7 SOLE VOTING POWER
OF -0-
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 39,354,700
OWNED
BY 9 SOLE DISPOSITIVE POWER
EACH -0-
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 39,354,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,354,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* _____
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100%
14 TYPE OF REPORTING PERSON*
CO
Item 1. Security and Issuer.
The securities to which this statement relates are the common
shares, no par value ("Topna Common Shares"), of Total Petroleum
(North America) Ltd., a Canadian corporation ("Topna"). Topna's
principal offices are located at Total Tower, 900 19th Street, Denver,
Colorado 80202.
Item 2. Identity and Background.
This statement is filed by Ultramar Diamond Shamrock Corporation,
a Delaware corporation ("UDS"), and 3007152 Nova Scotia Company, a
Canadian corporation and wholly owned subsidiary of UDS ("Canco").
The principal business of UDS is the refining and marketing of
petroleum products. The principal business of Canco is the investment
in the Topna Common Shares. The principal offices of each of UDS and
Canco are located at 9830 Colonnade Boulevard, San Antonio, Texas
78230.
Schedule I hereto, which is incorporated herein by this
reference, sets forth the name, the business address, the present
principal occupation or employment (and the name, principal business,
and address of any corporation or other organization in which such
employment is conducted), and the citizenship of the directors and
executive officers of UDS.
Neither UDS nor, to its knowledge, any of the persons identified
in Schedule I hereto has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such laws.
Schedule II hereto, which is incorporated herein by this
reference, sets forth the name, the business address, the present
principal occupation or employment (and the name, principal business,
and address of any corporation or other organization in which such
employment is conducted), and the citizenship of the directors and
executive officers of Canco.
Neither Canco nor, to its knowledge, any of the persons
identified in Schedule II hereto has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
See Item 4 below.
Item 4. Purpose of Transaction.
On September 25, 1997, pursuant to an Arrangement Agreement,
dated April 15, 1997, among UDS, Canco and Topna (the "Arrangement
Agreement"), each issued and outstanding Topna Common Share was
acquired by Canco in exchange for 0.322 of a share of UDS common
stock. The Arrangement Agreement is incorporated herein by reference
to Exhibit 10.1 to UDS's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) Each of UDS and Canco beneficially owns 39,354,700 Topna
Common Shares, which are all of the issued and outstanding
Topna Common Shares. Canco owns such shares directly and UDS
beneficially owns such shares indirectly through Canco.
(b) UDS and Canco share the power to vote and dispose of such
39,354,700 Topna Common Shares.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Arrangement Agreement. See Item 4 above.
Item 7. Material To Be Filed As Exhibits.
Exhibit No. Description
1 Arrangement Agreement, dated as of April 15, 1997,
among UDS, Canco and Topna (incorporated by
reference to Exhibit 10.1 to UDS's quarterly
report on Form 10-Q for the quarter ended March
31, 1997)
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: October 3, 1997
ULTRAMAR DIAMOND SHAMROCK CORPORATION
/s/ H. Pete Smith
H. PETE SMITH
Executive Vice President
SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Dated: October 3, 1997
3007152 NOVA SCOTIA COMPANY
/s/ Steven A. Blank
STEVEN A. BLANK
Vice President
EXHIBIT INDEX
Exhibit No. Description Page Number
1 Arrangement Agreement, dated as
of April 15, 1997, among UDS,
Canco and Topna (incorporated by
reference to Exhibit 10.1 to UDS's
quarterly report on Form 10-Q for
the quarter ended March 31, 1997)
SCHEDULE I
The following are the directors and executive officers of UDS as
of September 25, 1997 and their principal occupations or employment.
The business address of all such persons for purposes of this Schedule
13D is 9830 Colonnade Boulevard, San Antonio, Texas 78230. Each of
such directors and executive officers is a citizen of the United
States.
Name Principal Occupation
Directors
Byron Allumbaugh President of the California Retailers
Association
E. Glenn Biggs President of Biggs & Co.
W.E. "Bill" Bradford Chairman and Chief Executive Officer of
Dresser Industries, Inc.
H. Frederick Christie Consultant specializing in strategic and
financial planning
W. H. Clark Retired Chief Executive Officer and Chairman
of the board of directors of Nalco Chemical
Company
Jean Gaulin Vice-Chairman of the UDS Board, President and
Chief Operating Officer of UDS
Roger R. Hemminghaus Chairman of the Board and Chief Executive
Officer of UDS
Russel H. Herman Former owner and principal of International
Energy Consultants Ltd.
Bob Marbut Chairman and Chief Executive Officer of
Argyle Communications, Inc.
Katherine D. Ortega Director of Ralston Purina Company, Long
Island Lighting Company, The Paul Revere
Corporation, Rayonier, Inc. and the Kroger
Co. and Catalyst; member of the U.S.
Comptroller General's Consultant Panel
Madeleine Saint-Jacques Chairman of the board of Saint-Jacques Vallee
Young and Rubicam Inc.
C. Barry Schaefer Managing director with The Bridgeford Group
Executive Officers
Timothy J. Fretthold Executive Vice President and Chief
Administrative Officer
William R. Klesse Executive Vice President, Refining, Product
Supply and Logistics, Southwest
H. Pete Smith Executive Vice President and Chief Financial
Officer
Robert S. Beadle Senior Vice President, Retail Marketing,
Southwest
W. Paul Eisman Senior Vice President, Refining, Southwest
Alain Ferland Senior Vice President, Refining, Product
Supply and Logistics, Northeast
Christopher Havens Senior Vice President, Marketing, Northeast
and Wholesale
A.W. O'Donnell Senior Vice President, Marketing, Southwest
SCHEDULE II
The following are the directors and executive officers of Canco
as of September 25, 1997 and their principal occupations or
employment. The business address of all such persons for purposes of
this Schedule 13D is 9830 Colonnade Boulevard, San Antonio, Texas
78230. Unless otherwise indicated, each of such directors and
executive officers is a citizen of Canada.
Name Principal Occupation
Directors
Daniel M. Campbell Barrister and Solicitor with Cox Downie
Marcel Dupuis Treasurer of Ultramar Ltd., a wholly owned
subsidiary of UDS
Stephen G. Ecclestone General Manager, Heating and Commercial
Markets, Sales and Services, Atlantic of
Ultramar Ltd.
Michael D. Thompson General Manager, Retail Operations, Atlantic
of Ultramar Ltd.
Executive Officers
Steven A. Blank Vice President and Treasurer of UDS
(citizen of the
United States)
Robert W. Macilreith Senior Accountant, Crude Oil Supply, Quebec
of Canadian Ultramar Company, a wholly owned
subsidiary of UDS
Robert J. Martin General Manager, Crude Oil Supply, Quebec of
(citizen of England) Canadian Ultramar Company
Jennifer M. C. Overend Secretary and Associate General Counsel of
Ultramar Ltd.
