-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kpw56g7O0Chs6Y0vxcVC7E93/MHeW560PsJXBlCsFeqooU/yCjVxywEv6EF71/e4 MeMsBDgNSaZKykAF7Q02IA== 0000810316-96-000008.txt : 19960216 0000810316-96-000008.hdr.sgml : 19960216 ACCESSION NUMBER: 0000810316-96-000008 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951214 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960214 SROS: NYSE FILER: 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09409 FILM NUMBER: 96520151 BUSINESS ADDRESS: STREET 1: P O BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 2106416800 MAIL ADDRESS: STREET 1: P O BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78230 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK R&M INC DATE OF NAME CHANGE: 19900207 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ________________________ FORM 8-K/A (AMENDMENT NO. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) December 14, 1995 DIAMOND SHAMROCK, INC. (Exact Name of Registrant as Specified in Charter) Delaware 19409 74-2456753 (State of (Commission (IRS Employer Incorporation) File Number) Identification No.) 9830 Colonnade Blvd., San Antonio, Texas 78230 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (210) 641-6800 The Registrant, Diamond Shamrock, Inc. ("Diamond Shamrock"), hereby amends Item 7 of its Current Report on Form 8-K dated December 14, 1995 (the "Form 8-K") to include Pro Forma Financial Information which it was impracticable to provide at the time the Form 8-K was initially filed, and to include the Independent Auditors' Report dated September 19, 1995 relating to the audited financial statements of National Convenience Stores Incorporated ("NCS") and its subsidiaries incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Businesses Acquired. Independent Auditors' Report dated September 19, 1995* Audited Financial Statements of NCS and Subsidiaries: Consolidated Statement of Operations -- Year Ended June 30, 1995** Consolidated Balance Sheet -- June 30, 1995** Consolidated Statement of Cash Flows -- Year Ended June 30, 1995** Consolidated Statement of Stockholders' Equity (Deficit) -- Year Ended June 30, 1995** Notes to Consolidated Financial Statements** Unaudited Interim Condensed Consolidated Financial Statements of NCS and Subsidiaries: Condensed Consolidated Statement of Operations -- Three Months Ended September 30, 1995*** Condensed Consolidated Balance Sheet -- September 30, 1995*** Condensed Consolidated Statement of Cash Flows -- Three Months Ended September 30, 1995*** Notes to Condensed Consolidated Financial Statements*** _________________ * The Independent Auditors' Report of Deloitte & Touche LLP is incorporated by reference to page 27 of the Annual Report on Form 10-K for the fiscal year ended June 30, 1995 of National Convenience Stores Incorporated (Commission File No. 1-7936) (the "Form 10-K"). ** The Audited Financial Statements of NCS and Subsidiaries, including the Notes thereto, are incorporated herein by reference to pages 28 through 51 of the Form 10-K. *** The unaudited interim condensed consolidated financial statements of NCS and Subsidiaries, including the notes thereto, are incorporated herein by reference to pages 4 through 13 of the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1995 of National Convenience Stores Incorporated (Commission File No. 1-7936). (b) Pro Forma Financial Information. The following pro forma consolidated condensed balance sheet of Diamond Shamrock at September 30, 1995 gives effect to the Merger and the Loan, as if such events had occurred at such date. The following pro forma consolidated condensed statements of operations of Diamond Shamrock for the nine months ended September 30, 1995 and the year ended December 31, 1994 give effect to the Merger and the Loan as if such events had occurred at the beginning of such periods. Interest expense relating to the Loan for such periods has been calculated based on historical interest rate data, and the amortization of the excess of cost over the fair value of acquired net assets created as a result of the Merger has been reflected as an expense for such periods. The pro forma consolidated condensed financial statements should be read in conjunction with the historical financial statements of Diamond Shamrock, including the notes thereto, which are contained in Diamond Shamrock's Quarterly Report on Form 10-Q for the nine months ended September 30, 1995, and Diamond Shamrock's Annual Report on Form 10-K for the year ended December 31, 1994, as well as the historical financial statements of NCS (which are incorporated herein by reference), from which the pro forma consolidated condensed financial statements of Diamond Shamrock have been derived. The pro forma consolidated condensed financial statements are presented for informational purposes only and are not necessarily indicative of the financial position or operating results that would have occurred if the Merger and the Loan had been consummated as of the dates indicated, nor are they necessarily indicative of the future financial condition or operating results of Diamond Shamrock. The Merger will be accounted for by the purchase method of accounting for business combinations and, accordingly, the cost to acquire the assets of NCS will be allocated to the underlying net assets to the extent of their respective fair values. The pro forma adjustments below represent estimates of those adjustments that are expected to be made to reflect fair values at the time of the Merger. Pro Forma Consolidated Condensed Balance Sheet (Unaudited) September 30, 1995 (amounts in millions) Pro Forma Adjustments Diamond Increase Pro Forma Shamrock NCS (Decrease) Combined ASSETS Current Assets Cash and cash equivalents $ 24.4 $ 40.6 $ 3.3(a) $ 68.3 Receivables, less doubtful receivables 182.6 5.7 (4.9)(e) 183.4 Inventories Finished products 146.8 35.7 (1.9)(e) 180.6 Raw materials 78.3 0.0 78.3 Supplies 36.0 0.0 36.0 261.1 35.7 (1.9) 294.9 Prepaid expenses and other current assets 16.5 8.0 24.5 Total Current Assets 484.6 90.0 (3.5) 571.1 Properties and equipment, less accumulated depreciation 1,146.2 164.1 (19.0)(e) 1,291.3 Excess of cost over acquired net assets 0.0 23.6 140.0(b) 163.6 Deferred charges and other assets 52.7 13.4 (9.7)(e) 56.4 $1,683.5 $291.1 $ 107.8 $2,082.4 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Long-term debt payable within one year $ 4.0 $ 11.0 $ 15.0 Accounts payable 143.1 36.4 179.5 Accrued taxes 59.7 19.0 78.7 Accrued royalties 6.8 0.0 6.8 Current portion of Long-term liability 8.0 0.0 8.0 Other accrued liabilities 76.1 10.7 $ 28.0(e) 114.8 Total Current Liabilities 297.7 77.1 28.0 402.8 Long-term Debt 607.3 88.4 191.5(c)(e) 887.2 Deferred Income Taxes 85.5 0.0 (26.4)(e) 59.1 Other Liabilities and Deferred Credits 75.5 40.3 115.8 Stockholders' Equity Preferred Stock 0.0 0.0 0.0 Common Stock 0.3 0.0 0.0 0.3 Paid-in Capital 447.7 64.0 (64.0)(d) 447.7 ESOP Stock and Stock Held in Treasury (39.4) 0.0 (39.4) Retained Earnings 208.9 21.3 (21.3)(d) 208.9 Total Stockholders' Equity 617.5 85.3 (85.3) 617.5 $1,683.5 $291.1 $107.8 $2,082.4 (a) To record the net increase in cash and cash equivalents provided by the Loan ($220 million) to fund the purchase of NCS, after deducting the total cost of the acquisition ($182.2 million) and the amount used to repay certain existing debt of NCS ($34.5 million) at the time of the acquisition. (b) To record the excess of the acquisition cost of NCS over the fair value of assets acquired less liabilities assumed. The total amount of excess cost over acquired net assets is expected to be amortized over its useful life of 20 years. (c) To record the amount borrowed to fund the acquisition ($220.0 million), the revaluation of NCS long-term debt to its fair value ($6.0 million), and the repayment of a portion of NCS debt ($34.5 million). The fair value revaluation of debt is expected to be amortized over the remaining terms of the related debt instruments (primarily mortgage notes payable). (d) To eliminate NCS's equity at September 30, 1995 to consolidate NCS into the consolidated balance sheet of Diamond Shamrock. (e) To record the non-recurring costs and expenses related to the acquisition, and to adjust NCS's assets and liabilities to fair value. Pro Forma Consolidated Condensed Statement of Operations (Unaudited) Twelve Months Ended December 31, 1994 (amounts in millions, except per share data) Pro Forma Adjustments Diamond Increase Pro Forma Shamrock NCS (Decrease) Combined REVENUES Sales and operating revenues $2,606.3 $ 888.2 $(143.8)(d) $3,350.7 Other revenues, net 14.8 5.3 20.1 2,621.1 893.5 (143.8) 3,370.8 COSTS AND EXPENSES Cost of products sold and operating expenses 2,269.5 823.9 (143.8)(d) 2,949.6 Depreciation and amortization 70.9 16.3 7.0(a) 94.2 Selling and administrative 71.7 37.0 108.7 Taxes other than income taxes 39.9 0.0 39.9 Interest 43.3 10.5 9.3(b) 63.1 2,495.3 887.7 (127.5) 3,255.5 Income (Loss) Before Tax Provision 125.8 5.8 (16.3) 115.3 Provision (Benefit) for Income Taxes 50.0 2.4 (3.3)(c) 49.1 Net Income 75.8 $ 3.4 $ (13.0) 66.2 Dividend Requirement on Preferred Stock 4.3 4.3 Earnings Applicable to Common Shares $ 71.5 $ 61.9 Primary Earnings Per Share $ 2.45 $ 2.13 Fully Diluted Earnings Per Share $ 2.34 $ 2.04 Weighted Average Common Shares Outstanding (thousands of shares) Primary 29,128 29,128 Fully Diluted 32,383 32,383 (a) To reflect additional amortization as a result of the acquisition cost of NCS exceeding the fair value of the net assets acquired. The amortization of excess cost is based on a 20-year amortization period. The excess cost amortized is the same amount recorded as excess cost in the Pro Forma Consolidated Condensed Balance Sheet as of September 30, 1995. (b) To reflect additional interest expense for the debt incurred for the acquisition of NCS, less the reduction in interest expense because of the repayment of certain NCS debt. (c) Income tax benefit is calculated as the deductible pro forma adjustments multiplied by the federal statutory income tax rate (35%). (d) To conform to Diamond Shamrock's practice of reporting sales and cost of products sold by excluding federal excise and state motor fuels taxes. Pro Forma Consolidated Condensed Statement of Operations (Unaudited) Nine Months Ended September 30, 1995 (amounts in millions, except per share data) Pro Forma Adjustments Diamond Increase Pro Forma Shamrock NCS (Decrease) Combined REVENUES Sales and operating revenues $2,212.7 $687.0 $(107.8)(d) $2,791.9 Other revenues, net 13.0 1.2 14.2 2,225.7 688.2 (107.8) 2,806.1 COSTS AND EXPENSES Cost of products sold and operating expenses 1,981.0 635.3 (107.8)(d) 2,508.5 Depreciation and amortization 57.5 4.0 5.2(a) 66.7 Selling and administrative 61.5 29.5 91.0 Taxes other than income taxes 30.6 0.0 30.6 Interest 34.0 6.7 9.7(b) 50.4 2,164.6 675.5 (92.9) 2,747.2 Income (Loss) Before Tax Provision 61.1 12.7 (14.9) 58.9 Provision (Benefit) for Income Taxes 21.9 5.3 (3.5)(c) 23.7 Net Income 39.2 $ 7.4 $ (11.4) 35.2 Dividend Requirement on Preferred Stock 3.2 3.2 Earnings Applicable to Common Shares $ 36.0 $ 32.0 Primary Earnings Per Share $ 1.24 $ 1.10 Fully Diluted Earnings Per Share $ 1.22 $ 1.08 Weighted Average Common Shares Outstanding (thousands of shares) Primary 29,103 29,103 Fully Diluted 32,376 32,376 (a) To reflect additional amortization as a result of the acquisition cost of NCS exceeding the fair value of the net assets acquired. The amortization amount of excess cost is based on a 20-year amortization period. The excess cost amortized is the same amount recorded as excess cost in the Pro Forma Consolidated Condensed Balance Sheet as of September 30, 1995. (b) To reflect additional interest expense for the debt used to provide funds for the acquisition of NCS, less the reduction in interest expense because of the payoff of certain NCS debt. (c) Income tax benefit is calculated as the deductible pro forma adjustments multiplied by the federal statutory income tax rate (35%). (d) To conform to Diamond Shamrock's practice of reporting sales and cost of products sold by excluding federal excise and state motor fuels taxes. (c) Exhibits. 2.1 -- Agreement and Plan of Merger, dated November 8, 1995, among Diamond Shamrock, Inc., Shamrock Acquisition Corp. and National Convenience Stores Incorporated (incorporated by reference to Exhibit (c)(1) to Diamond Shamrock Inc.'s Schedule 14D-1 Tender Offer Statement filed with the Securities and Exchange Commission on November 14, 1995) 4.1 -- Credit Agreement, dated December 11, 1995, among Diamond Shamrock, Inc. and the banks named therein (previously filed) 23.1 -- Consent of Independent Accountants SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Diamond Shamrock, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DIAMOND SHAMROCK, INC. By:/s/Gary E. Johnson GARY E. JOHNSON Vice President and Controller Date: February 14, 1996 EXHIBIT INDEX Exhibit Number Exhibit 2.1 -- Agreement and Plan of Merger, dated November 8, 1995, among Diamond Shamrock, Inc., Shamrock Acquisition Corp. and National Convenience Stores Incorporated (incorporated by reference to Exhibit (c)(1) to Diamond Shamrock Inc.'s Schedule 14D-1 Tender Offer Statement filed with the Securities and Exchange Commission on November 14, 1995) 4.1 -- Credit Agreement, dated December 11, 1995, among Diamond Shamrock, Inc. and the banks named therein (previously filed) 23.1 -- Consent of Independent Accountants W3093a.TW EX-23.1 2 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Form 8-K/A of Diamond Shamrock, Inc. and in the Registration Statements of Diamond Shamrock, Inc. on Form S-3 (Nos. 33-67166 and 33-67556) and on Form S-8 (Nos. 33-15268, 33-34306, 33-50573, 33-47761, 33-59025 and 33-64645) of our report dated September 19, 1995 appearing in the Annual Report on Form 10-K of National Convenience Stores Incorporated for the year ended June 30, 1995. /s/Deloitte & Touche LLP DELOITTE & TOUCHE LLP Houston, Texas February 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----