-----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, C3CMnxx1gv2FtXdJS+ICGXDG2pPWkSkTc6sThGNa3S7/7ix0hwnRpv7l0eQJ1sNP DKH/KeGlKBoezQ7Urj2HZw== 0000810316-96-000054.txt : 19961015 0000810316-96-000054.hdr.sgml : 19961015 ACCESSION NUMBER: 0000810316-96-000054 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951214 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19961011 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09409 FILM NUMBER: 96642758 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 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 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) December 14, 1995 DIAMOND SHAMROCK, INC. (Exact name of registrant as specified in its charter) DELAWARE 1-9409 74-2456753 (State or other (Commission (IRS employer Jurisdiction of file number) identification no.) incorporation) 9830 Colonnade Boulevard, San Antonio, Texas 78230 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 210-641-6800 ITEM 5. OTHER EVENTS On November 8, 1995, Shamrock Acquisition Corp. ("SAC"), a wholly owned subsidiary of the registrant, Diamond Shamrock, Inc. ("Diamond Shamrock") entered into an Agreement and Plan of Merger (the "Merger Agreement") with National Convenience Stores Incorporated ("NCS"). Pursuant to that agreement, SAC acquired control of NCS on December 14, 1995, and SAC was merged with and into NCS on December 18, 1995 (the "Merger"). The pro forma financial statements included in Item 7 are furnished to supplement those included in Diamond Shamrock's Report on Form 8-K dated December 14, 1995, as amended by Diamond Shamrock's Report on Form 8-K/A dated February 14, 1996, filed in connection with the Merger. ITEM 7. PRO FORMA FINANCIAL INFORMATION AND NOTES (a) Pro Forma financial information in addition to that required pursuant to Article 11 of Regulation S-X: The following pro forma consolidated condensed statements of operations of Diamond Shamrock for the year ended December 31, 1995 and the six months ended June 30, 1995 give effect to the acquisition of NCS and the related financing as if such events had occurred at the beginning of such periods. Interest expense relating to the financing 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 acquisition 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, as well as the historical financial statements of NCS, including the notes thereto, from which the pro forma consolidated condensed financial statements 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 acquisition and the financing had been consummated as of the dates indicated,nor are they necessarily indicative of the future financial condition or operating results. The acquisition was accounted for by the purchase method of accounting for business combinations and, accordingly, the cost to acquire the assets of NCS were allocated to the underlying net assets to the extent of their respective fair values. No pro forma consolidated balance sheet for the combined companies is required as of December 31, 1995 inasmuch as the assets, liabilities, and stockholders equity of NCS are included in the historical Consolidated Balance Sheet of Diamond Shamrock as of that date. DIAMOND SHAMROCK, INC. AND NATIONAL CONVENIENCE STORES INCORPORATED PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED) TWELVE MONTHS ENDED DECEMBER 31, 1995 (amounts in millions, except per share) Pro Forma National Adjustments Diamond Convenience Increase Pro Forma Shamrock Stores (Decrease) Combined REVENUES Sales and operating revenues $ 3,683.1 $ 862.6 $ 4,545.7 Other revenues, net 19.9 0.5 20.4 3,703.0 863.1 4,566.1 COSTS AND EXPENSES Cost of products sold $ 2,233.5 516.1 2,749.6 Operating expenses 403.3 144.7 548.0 Selling and administrative 81.4 38.8 120.2 Taxes other than income taxes 786.0 136.8 922.8 Depreciation and amortization 77.7 4.9 $ 6.9(a) 89.5 3,581.9 841.3 6.9 4,430.1 Operating income 121.1 21.8 (6.9) 136.0 Interest expense (47.4) (7.9) (12.9)(b) (68.2) Income (Loss) Before Tax Provision 73.7 13.9 (19.8) 67.8 Provision (Benefit) for Income Taxes 26.4 5.3 (4.5)(c) 27.2 Net Income 47.3 8.6 (15.3) 40.6 Dividend Requirement on Preferred Stock 4.3 4.3 Earnings Applicable to Common Shares $ 43.0 $ 8.6 $ (15.3) $ 36.3 Primary Earnings Per Share $ 1.48 $ 1.25 Fully Diluted Earnings Per Share $ 1.46 $ 1.25 Weighted Average Common Shares Outstanding (thousands of shares) Primary 29,102 29,102 Fully Diluted 32,375 32,375 (a) To reflect additional amortization as a result of the acquisition 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. (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 income tax rate (35%). DIAMOND SHAMROCK, INC. AND NATIONAL CONVENIENCE STORES INCORPORATED PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED) SIX MONTHS ENDED JUNE 30, 1995 (amounts in millions, except per share) Pro Forma National Adjustments Diamond Convenience Increase Pro Forma Shamrock Stores (Decrease) Combined REVENUES Sales and operating revenues $ 1,827.6 $ 450.2 $ 2,277.8 Other revenues, net 8.4 0.9 9.3 1,836.0 451.1 2,287.1 COSTS AND EXPENSES Cost of products sold $ 1,101.9 269.8 1,371.7 Operating expenses 198.3 78.6 276.9 Selling and administrative 39.7 19.2 58.9 Taxes other than income taxes 381.9 71.9 453.8 Depreciation and amortization 38.1 2.7 $ 3.5(a) 44.3 1,759.9 442.2 3.5 2,205.6 Operating income 76.1 8.9 (3.5) 81.5 Interest expense (22.8) (4.5) (6.5)(b) (33.8) Income (Loss) Before Tax Provision 53.3 4.4 (10.0) 47.7 Provision (Benefit) for Income Taxes 19.9 1.9 (2.3)(c) 19.5 Net Income 33.4 2.5 (7.7) 28.2 Dividend Requirement on Preferred Stock 2.2 2.2 Earnings Applicable to Common Shares $ 31.2 $ 2.5 $ (7.7) $ 26.0 Primary Earnings Per Share $ 1.08 $ 0.89 Fully Diluted Earnings Per Share $ 1.03 $ 0.87 Weighted Average Common Shares Outstanding (thousands of shares) Primary 29,089 29,089 Fully Diluted 32,372 32,372 (a) To reflect additional amortization as a result of the acquisition 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. (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 income tax rate (35%). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DIAMOND SHAMROCK, INC. (Registrant) Date: October 10, 1996 /s/ GARY E. JOHNSON Gary E. Johnson Vice President and Controller (Principal Accounting Officer) W3195.asc -----END PRIVACY-ENHANCED MESSAGE-----