-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, IuAon0h6mMvkV4YxzWTy3LwRMrWiZbu1pzFmQVcBRG1o1Girjzwl69kIJm377iKL uZOGahu2PCA+nQ6+LjIX9w== 0000810316-95-000007.txt : 19950614 0000810316-95-000007.hdr.sgml : 19950614 ACCESSION NUMBER: 0000810316-95-000007 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950309 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND SHAMROCK INC CENTRAL INDEX KEY: 0000810316 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 742456753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38736 FILM NUMBER: 95519551 BUSINESS ADDRESS: STREET 1: 9830 COLONNADE BLVD CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 2106416800 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK R&M INC DATE OF NAME CHANGE: 19900207 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND SHAMROCK INC CENTRAL INDEX KEY: 0000810316 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 742456753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 9830 COLONNADE BLVD CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 2106416800 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK R&M INC DATE OF NAME CHANGE: 19900207 SC 13G/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11)* DIAMOND SHAMROCK, INC. (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 252747 10 0 (CUSIP Number) Check the following box if a fee is being paid with this statement. ____ (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) * 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 252747 10 0 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Diamond Shamrock, Inc. Employee Stock Ownership Plan I and Diamond Shamrock, Inc. Employee Stock Ownership Plan II 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x 3) SEC Use Only 4) Citizenship or Place of Organization Texas Number of Shares (5) Sole Voting Power -0- shares ------------------------------------------ Beneficially Owned (6) Shared Voting Power -0- shares ------------------------------------------ by Each Reporting (7) Sole Dispositive Power -0- shares ------------------------------------------ Person With (8) Shared Dispositive Power -0- shares 9) Aggregate Amount Beneficially Owned by Each Reporting Person 3,610,983 shares 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11) Percent of Class Represented by Amount in Row 9 12.5% 12) Type of Reporting Person (See Instructions) EP CUSIP No. 252747 10 0 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Diamond Shamrock, Inc. Employee Stock Ownership Plan I 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x 3) SEC Use Only 4) Citizenship or Place of Organization Texas Number of Shares (5) Sole Voting Power -0- shares ------------------------------------------ Beneficially Owned (6) Shared Voting Power -0- shares ------------------------------------------ by Each Reporting (7) Sole Dispositive Power -0- shares ------------------------------------------ Person With (8) Shared Dispositive Power -0- shares 9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,177,480 shares 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11) Percent of Class Represented by Amount in Row 9 7.6% 12) Type of Reporting Person (See Instructions) EP CUSIP No. 252747 10 0 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Diamond Shamrock, Inc. Employee Stock Ownership Plan II 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) x 3) SEC Use Only 4) Citizenship or Place of Organization Texas Number of Shares (5) Sole Voting Power -0- shares ------------------------------------------ Beneficially Owned (6) Shared Voting Power -0- shares ------------------------------------------ by Each Reporting (7) Sole Dispositive Power -0- shares ------------------------------------------ Person With (8) Shared Dispositive Power -0- shares 9) Aggregate Amount Beneficially Owned by Each Reporting Person 1,433,503 shares 10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11) Percent of Class Represented by Amount in Row 9 5.0% 12) Type of Reporting Person (See Instructions) EP Item 1(a) Name of Issuer: Diamond Shamrock, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 9830 Colonnade Boulevard, San Antonio, Texas 78230 Item 2(a) Name of Person Filing: See Item 1 of the attached cover pages Item 2(b) Address of Principal Business Office or, if none, Residence: 9830 Colonnade Boulevard, San Antonio, Texas 78230 Item 2(c) Citizenship: Texas Item 2(d) Title of Class of Securities: Common Stock, $.01 par value Item 2(e) CUSIP Number: 252747 10 0 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (f) [x] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; Item 4 Ownership. (a) Amount Beneficially Owned: See Item 9 of the attached cover pages (b) Percent of class: See Item 11 of the attached cover pages (c) Number of shares as to which such person has: See items 5 through 8 of the attached cover pages Pursuant to Section 16.02(b)(1) of the Diamond Shamrock, Inc. Employee Stock Ownership Plan I (the "ESOP I") and of the Diamond Shamrock, Inc. Employee Stock Ownership Plan II (the "ESOP II"), each participant in the ESOP I and ESOP II is entitled to instruct Society National Bank (the "Trustee") in the manner of voting the number of shares of Common Stock of the Company which have been allocated to the participant's account in each plan. As of December 31, 1994, 1,638,080 shares of Common Stock of the Company have been so allocated in ESOP I and 303,634 in ESOP II. Pursuant to Section 16.02(b)(2) of each plan, each participant is entitled to instruct the Trustee with respect to the voting of a portion of the shares of Common Stock in each plan that are not allocated to the account of any participant and the shares of Common Stock that are allocated but for which no instructions were timely received by the Trustee. The number of such shares in each plan to which the participant's voting directions shall apply shall be based on the ratio of the number of votes attributable to the shares of Common Stock allocated to the participant's account to the total number of votes attributable to the shares of Common Stock allocated to the accounts of all participants who furnish voting directions. Pursuant to Section 16.03 of each plan, if any offer (including without limitation a tender or exchange offer within the meaning of the Securities Exchange Act of 1934) for shares of Common Stock is received by the Trustee, each participant in each plan may direct the Trustee to tender or not tender the shares of Common Stock allocated to such participant's accounts under the plans. In addition each participant may direct the Trustee to tender or not tender a portion of the shares of Common Stock not allocated to the account of any participant. The number of such shares in each plan to which the participant's instructions regarding an offer shall apply shall be based on the ratio of the number of shares allocated to the participant's account to the total number of shares allocated to the accounts of all participants. Under limited circumstances such as a diversification election by an eligible participant or upon a distribution, if so elected, a participant may give instructions regarding his account in the ESOP I or the ESOP II which may result in the transfer of certain shares by the Trustee. Item 5 Ownership of Five Percent or Less of a Class. Not applicable Item 6 Ownership of More than Five Percent on Behalf of Another Person. Participants in the ESOP I and ESOP II have the right, pursuant to the terms of each plan, upon the distribution of a participant's accounts, to elect that distribution be made in the form of cash. Pursuant to such election, a participant is entitled to receive the proceeds from the sale of shares of Common Stock in such participant's accounts. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable Item 8 Identification and Classification of Members of the Group. Not applicable Item 9 Notice of Dissolution of Group. Not applicable Item 10 Certification. Not applicable. The filing of this statement shall not be construed as an admission that the Diamond Shamrock, Inc. Employee Stock Ownership Plan I or the Diamond Shamrock, Inc. Employee Stock Ownership Plan II is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement. Signatures. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 9, 1995 DIAMOND SHAMROCK, INC. EMPLOYEE STOCK OWNERSHIP PLAN I By: /s/ Timothy J. Fretthold Timothy J. Fretthold, Member of Employee Benefits Committee DIAMOND SHAMROCK, INC. EMPLOYEE STOCK OWNERSHIP PLAN II By: /s/ Timothy J. Fretthold Timothy J. Fretthold, Member of Employee Benefits Committee -----END PRIVACY-ENHANCED MESSAGE-----