-----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, Nk4WRlad/NmhQHnP/T83bGuSrdIh8BRgdlmcZv99up58oYfgYUNTn8QWreWip49A WiRPMfF2Muw3m6PiOFX32w== 0000912057-96-021737.txt : 19961002 0000912057-96-021737.hdr.sgml : 19961002 ACCESSION NUMBER: 0000912057-96-021737 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961001 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ULTRAMAR CORP /DE CENTRAL INDEX KEY: 0000887207 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 133663331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-42482 FILM NUMBER: 96637956 BUSINESS ADDRESS: STREET 1: TWO PICKWICK PLZ CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036227000 MAIL ADDRESS: STREET 1: TWO PICKWICK PLAZA STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 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 13D 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 SC 13D 1 SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Ultramar Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 903912 10 3 -------------- (CUSIP Number) Diamond Shamrock, Inc. 9830 Colonnade Boulevard San Antonio, TX, 78230 Dallas, Texas 75201 Attention: Timothy J. Fretthold, Esq. (210) 641-6800 -------------------------------------------------------- (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 22, 1996 -------------------------------------------------------- (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 / /. Check the following box if a fee is being paid with this statement /X/. (Continued on following page(s)) Page 1 of Pages --- SCHEDULE 13D CUSIP No. Page 2 of Pages --------- --- --- - ------------------------------------------------------------------------------- (1) Names of Reporting Person. S.S. or I.R.S. Identification Nos. of Above Person Diamond Shamrock, Inc. - ------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) / / (b) / / - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds* WC (See Item 3) - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) / / - ------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power Beneficially Owned 8,927,500 by Each Reporting -------------------------------------------------- Person With (8) Shared Voting Power -0- -------------------------------------------------- (9) Sole Dispositive Power 8,927,500 -------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 8,927,500 - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares* / / - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 19.9% - ------------------------------------------------------------------------------- (14) Type of Reporting Person* CO - ------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! Item 1. SECURITY AND ISSUER. This Statement relates to shares of the common stock, par value $.01 per share (the "Ultramar Common Stock"), of Ultramar Corporation, a Delaware corporation ("Ultramar"). The principal executive offices of Ultramar are located at Two Pickwick Plaza, Greenwich, Connecticut 06830, and its telephone number at such address is (210) 622-7000. Item 2. IDENTITY AND BACKGROUND. This statement is filed by Diamond Shamrock, Inc., a Delaware corporation ("Diamond Shamrock"). The principal business of Diamond Shamrock is the refining and marketing of petroleum products. The principal executive offices of Diamond Shamrock are located at 9830 Colonnade Blvd., San Antonio, Texas 78230. The name, address, present principal occupation or employment, and citizenship of each director and executive officer of Diamond Shamrock are set forth on Schedule I hereto and are incorporated herein by reference. Neither Diamond Shamrock nor, to the knowledge of Diamond Shamrock, any of its executive officers or directors has during the past five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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. Diamond Shamrock acquired an option to purchase 8,927,500 shares of Ultramar Common Stock on September 22, 1996 (the "Option"). The Option was acquired pursuant to a Stock Option Agreement, dated September 22, 1996, between Ultramar and Diamond Shamrock (the "Ultramar Option Agreement") pursuant to which Diamond Shamrock has the right, upon the occurrence of certain events the result of which is that Diamond Shamrock is entitled to a termination fee under the Merger Agreement (as defined in Item 4), to purchase up to 8,927,500 shares of Ultramar Common Stock (or such greater number as equals 19.9% of then-outstanding shares of Ultramar Common Stock) for $27.20 per share, subject to customary anti-dilution adjustments. The number of shares issuable upon exercise of the Option is subject to a cap, the effect of which is to limit the value of the Option to no more than $60 million. If Diamond Shamrock were to exercise the Option in full, the funds required to purchase the shares of Ultramar Common Stock issuable upon such exercise would be $242.8 million (based on the number of Page 3 of __ Pages shares currently subject to the Option). It is currently anticipated that such funds would be provided from Diamond Shamrock's working capital and other sources, including financings or borrowings under existing credit facilities. The Option Agreement is incorporated herein by reference to Exhibit 10(b) to Diamond Shamrock's Current Report on Form 8-K, dated September 27, 1996. Item 4. PURPOSE OF TRANSACTION. On September 22, 1996, Ultramar and Diamond Shamrock entered into an Agreement and Plan of Merger (the "Merger Agreement"), providing for the merger of Diamond Shamrock into Ultramar (the "Merger"). Ultramar will be the surviving corporation in the Merger and will continue its corporate existence under Delaware law under the name "Ultramar Diamond Shamrock Corporation." At the effective time of the Merger, each outstanding share of the Common Stock of Diamond Shamrock (the "Diamond Shamrock Common Stock") (other than shares of Diamond Shamrock Common Stock owned by Diamond Shamrock or Ultramar or any of their wholly owned subsidiaries) will be converted into the right to receive 1.02 shares of Ultramar Common Stock (except that cash will be paid in lieu of fractional shares) and each outstanding share of Diamond Shamrock 5% Cumulative Convertible Preferred Stock (other than shares of Diamond Shamrock 5% Cumulative Convertible Preferred Stock owned by Diamond Shamrock or Ultramar or any of their wholly owned subsidiaries) will be converted into the right to receive one share of a newly established series of Ultramar 5% Cumulative Convertible Preferred Stock having terms substantially identical to the Diamond Shamrock 5% Cumulative Convertible Preferred Stock. Concurrently with and as an inducement and condition to Diamond Shamrock's entering into the Merger Agreement, Ultramar, as issuer, and Diamond Shamrock, as grantee, entered into the Ultramar Option Agreement, pursuant to which Ultramar granted Diamond Shamrock the Option. Concurrently with and as and inducement and condition to Ultramar's entering into the Merger Agreement, Diamond Shamrock, as issuer, and Ultramar, as grantee, entered into a Stock Option Agreement, dated September 22, 1996 (the "Diamond Shamrock Option Agreement"), pursuant to which Diamond Shamrock granted Ultramar an option, on substantially identical terms as set forth in the Ultramar Option Agreement, to purchase from Diamond Shamrock, upon the occurrence of certain events the result of which is that Ultramar is entitled to a termination fee under the Merger Agreement, up to 5,858,500 shares of Diamond Shamrock Common Stock (or such greater number of shares as equals 19.9% of the then-outstanding shares of Diamond Shamrock Common Stock) for $27.55 per share, subject to customary anti- dilution adjustments and a cap the effect of which is to limit the value of such option to no more than $60 million. In addition, in connection with the execution and delivery of the Merger Agreement, each of Ultramar and Diamond Shamrock amended Page 4 of __ Pages their respective stockholder rights plans to provide that the other party would not become an "Acquiring Person" or, in the case of the Diamond Shamrock stockholder rights plan, an "Adverse Person," and accordingly the transactions contemplated by the Merger Agreement, the Ultramar Option Agreement and the Diamond Shamrock Option Agreement would not result in a "Distribution Date," "Share Acquisition Date" or "Triggering Event" under such stockholder rights plans. The Merger Agreement provides that the Board of Directors of the surviving corporation in the Merger (the "Combined Company") will consist of 12 persons, six of whom will be designated by each of Ultramar and Diamond Shamrock from their respective current Boards of Directors. The Merger Agreement contemplates that Roger R. Hemminghaus, presently the Chairman, Chief Executive Officer and President of Diamond Shamrock, will become the Chairman and Chief Executive Officer of the Combined Company until December 31, 1998, after which he will resign as Chief Executive Officer and remain as Chairman of the Board of the Combined Company until no later than December 31, 2001. The Merger Agreement also contemplates that Jean Gaulin, the Chairman and Chief Executive Officer of Ultramar, will become the Vice Chairman, President and Chief Operating Officer of the Combined Company until December 31,1998, after which he will become the Vice Chairman, President and Chief Executive Officer of the Combined Company until December 31, 2001. In addition, it is contemplated that the remaining executive officers of both companies will become executive officers of the Combined Company. The Merger Agreement also provides for certain amendments to the Certificate of Incorporation and By-laws of the Combined Company. The preceding summary of certain provisions of the Merger Agreement, the Ultramar Stock Option Agreement, the Diamond Shamrock Stock Option Agreement and the amendments to the parties' stockholder rights plans is not intended to be complete. The preceding summary of certain provisions of the Merger Agreement, the Ultramar Stock Option Agreement and the Diamond Shamrock Stock Option Agreement is qualified in its entirety by reference to the full text of such documents, copies of which are filed as Exhibits 2, 10(a) and 10(b), respectively, to Diamond Shamrock's Current Report on Form 8-K, dated September 26, 1996, as filed with the Securities and Exchange Commission (the "Commission"), and which are incorporated herein by this reference. Except as set forth herein, Diamond Shamrock has no plans or proposals with respect to Ultramar that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Page 5 of __ Pages Item 5. INTEREST IN SECURITIES OF THE ISSUER. Under the Ultramar Stock Option Agreement, Diamond Shamrock does not have the right to acquire any shares of Ultramar Common Stock unless certain specified events occur. If the Option were to become exercisable, Diamond Shamrock would be entitled to purchase upon exercise of the Option 8,927,500 shares of Ultramar Common Stock (or such greater number as equals 19.9% of the then-outstanding shares of Ultramar Common Stock), subject to customary anti- dilution adjustments and the cap described in Item 3 above. If Diamond Shamrock were to exercise the Option, it would have sole power to vote and, subject to the terms of the Ultramar Stock Option Agreement, sole power to direct the disposition of, the shares of Ultramar Common Stock covered thereby. Because the Option will not be exercisable unless and until certain specified events occur, Diamond Shamrock disclaims beneficial ownership of any shares of Ultramar Common Stock subject to the Option. Except as set forth herein, Diamond Shamrock does not beneficially own, or have the sole or shared power to vote or to direct the vote or to dispose of or direct the disposition of any shares of Ultramar Common Stock. To the knowledge of Diamond Shamrock, none of its directors or executive officers beneficially owns any shares of Ultramar Common Stock. Neither Diamond Shamrock nor, to the knowledge of Diamond Shamrock any of its directors or executive officers, has effected any transaction in shares of Ultramar Common Stock for its or his own account during the past 60 days. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONS WITH RESPECT TO SECURITIES OF THE ISSUER. Except as set forth in response to Items 3, 4 and 5 hereof, neither Diamond Shamrock nor, to the knowledge of Diamond Shamrock, any of its directors or executive officers, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of Ultramar, including, but not limited to, transfer or voting of any securities of Ultramar, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies. Item 7. MATERIAL TO BE FILED AS EXHIBITS. (a) Agreement and Plan of Merger, dated as of September 22, 1996, between Ultramar and Diamond Shamrock (filed as Exhibit 2 to Diamond Shamrock's Current Report on Form 8-K, dated September 26, 1996, and incorporated herein by reference). Page 6 of __ Pages (b) Stock Option Agreement, dated as of September 22, 1996, between Ultramar, as issuer, and Diamond Shamrock, as grantee (filed as Exhibit 10(b) to Diamond Shamrock's Current Report on Form 8-K, dated September 26, 1996, and incorporated herein by reference). (c) Stock Option Agreement, dated as of September 22, 1996, between Diamond Shamrock, as issuer, and Ultramar, as grantee (filed as Exhibit 10(a) to Diamond Shamrock's Current Report on Form 8-K, dated September 27, 1996 and incorporated herein by reference) SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. DIAMOND SHAMROCK, INC. By:/s/Timothy J. Fretthold ----------------------------- Name: Timothy J. Fretthold Title: Senior Vice President/ Group Executive and General Counsel Dated: October 1, 1996 Page 7 of __ Pages INDEX TO EXHIBITS EXHIBIT DESCRIPTION - ------- ----------- 1. Agreement and Plan of Merger, dated as of September 22, 1996, between Ultramar and Diamond Shamrock (filed as Exhibit 2 to Diamond Shamrock's Current Report on Form 8-K, dated September 26, 1996, and incorporated herein by reference). 2. Stock Option Agreement, dated as of September 22, 1996, between Ultramar, as issuer, and Diamond Shamrock, as grantee (filed as Exhibit 10(b) to Diamond Shamrock's Current Report on Form 8-K, dated September 26, 1996, and incorporated herein by reference). 3. Stock Option Agreement, dated as of September 22, 1996, between Diamond Shamrock, as issuer, and Ultramar, as grantee (filed as Exhibit 10(a) to Diamond Shamrock's Current Report on Form 8-K, dated September 27, 1996, and incorporated herein by reference). Page 8 of __ Pages SCHEDULE I The following are the directors and executive officers of Diamond Shamrock as of October 1, 1996 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. DIRECTORS Name Principal Occupation - ---- -------------------- Roger R. Hemminghaus Chairman of the Board, Chief Executive Officer and President of Diamond Shamrock B. Charles Ames Partner of Clayton & Dublier, Inc. E. Glenn Biggs President of Biggs & Co. W.E. "Bill" Bradford President and Chief Executive Officer of Dresser Industries, Inc. Lauro F. Cavazos, Ph.D. Adjunct Professor of Community Health and acting Chairman, Tufts University School of Medicine W.H. Clark Retired Chief Executive Officer and Chairman of the Board of Nalco Chemical Company William L. Fisher Professor University of Texas at Austin Bob Marbut Chairman and Chief Executive Officer of Argyle Television, Inc. Katherine D. Ortega Member of board of directors of various companies and United States Comptroller General's Consultant Panel Page 9 of __ Pages EXECUTIVE OFFICERS Roger R. Hemminghaus Chairman of the Board, Chief Executive Officer and President of Diamond Shamrock Robert C. Becker Vice President and Treasurer of Diamond Shamrock W. Paul Eisman Vice President and Group Executive-Manufacturing of Diamond Shamrock Timothy J. Fretthold Senior Vice President/ Group Executive and General Counsel of Diamond Shamrock Gary E. Johnson Vice President and Controller of Diamond Shamrock William P. Klesse Executive Vice President of Diamond Shamrock J. Robert Mehall Executive Vice President of Diamond Shamrock A.W. O'Donnell President, Marketing and Senior Vice President/ Group Executive of Diamond Shamrock Page 10 of __ Pages -----END PRIVACY-ENHANCED MESSAGE-----