-----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, cohmYaWcPbTyFvykhro1VYSxtJ6dlLXWbdqo/mdNbJGo218q97OmgpR946/B0iQs DcrVeYt0V31pkUh3USvKfQ== 0000950134-95-000121.txt : 19950208 0000950134-95-000121.hdr.sgml : 19950208 ACCESSION NUMBER: 0000950134-95-000121 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950207 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-67556 FILM NUMBER: 95505976 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 424B2 1 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED 9-16-93 1 File Nos. 33-67556 and 33-58744 Pursuant to Rule 424(b)(2) PROSPECTUS SUPPLEMENT (To Prospectus dated September 16, 1993) $75,000,000 (LOGO) DIAMOND SHAMROCK, INC. 8 3/4% DEBENTURES DUE JUNE 15, 2015 --------------------- INTEREST PAYABLE JUNE 15 AND DECEMBER 15 --------------------- Interest on the 8 3/4% Debentures due June 15, 2015 (the "Debentures") will be payable semiannually on June 15 and December 15 of each year, commencing June 15, 1995. The Debentures may not be redeemed prior to maturity and are not subject to any sinking fund. The Debentures will be represented by one or more Global Securities (collectively the "Global Securities") registered in the name of the nominee of The Depository Trust Company (the "Depositary"). Beneficial interests in the Global Securities will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary (in respect of its participants) and by its participants. Except as described in the Prospectus, Debentures will not be issued in definitive form. See "Description of Debt Securities -- Global Securities" in the Prospectus. The Debentures will constitute unsecured and unsubordinated indebtedness of the Company and will rank on a parity with the Company's other unsecured and unsubordinated indebtedness. --------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
================================================================================================= Price to Underwriting Proceeds to Public(1) Discount(2) Company(1)(3) - ------------------------------------------------------------------------------------------------- Per Debenture..................... 100.000% .875% 99.125% - ------------------------------------------------------------------------------------------------- Total ............................ $75,000,000 $656,250 $74,343,750 =================================================================================================
(1) Plus accrued interest, if any, from February 13, 1995, to date of delivery. (2) The Company has agreed to indemnify the Underwriters against certain liabilities, including certain liabilities under the Securities Act of 1933, as amended (the "Act"). (3) Before deducting expenses payable by the Company estimated at $150,000. --------------------- The Debentures offered by this Prospectus Supplement are offered by the Underwriters subject to prior sale, withdrawal, cancellation or modification of the offer without notice, to delivery to and acceptance by the Underwriters and to certain further conditions. It is expected that delivery of the Debentures will be made through the facilities of The Depository Trust Company on or about February 13, 1995. --------------------- LEHMAN BROTHERS CS FIRST BOSTON MERRILL LYNCH & CO. February 6, 1995 2 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBENTURES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. RECENT DEVELOPMENTS On January 25, 1995, Diamond Shamrock, Inc. (the "Company") reported net income for the year ended December 31, 1994 of $75.8 million, compared to net income for the year ended December 31, 1993 of $18.4 million. Primary earnings per share for the year ended December 31, 1994 were $2.45 per share, compared to primary earnings per share of $0.55 for the prior year. The Company's 1994 results were positively impacted by an inventory revaluation. On an underlying basis, without the effect of the estimated inventory revaluation and after eliminating certain accounting adjustments, earnings for 1994 were approximately $68.5 million or $2.20 per share, a 40% increase over underlying earnings reported in 1993 of $49.1 million or $1.62 per share. Sales and operating revenues for the year ended December 31, 1994 were $2.6 billion, a 2.0% increase over the prior year. Net income for the quarter ended December 31, 1994 was $15.5 million, compared to $1.8 million for the quarter ended December 31, 1993. The Company also announced that it anticipates capital spending of $225 million in 1995, an increase over capital spending of $162.1 million in 1994. THE COMPANY GENERAL The Company is one of the leading independent refiners and marketers of petroleum products in the southwestern United States. Its principal activities consist of crude oil refining, wholesale marketing of petroleum products, and retail marketing of petroleum products and other merchandise through branded outlets. The Company's allied businesses include petrochemical processing and marketing, distribution, and storage of natural gas liquids. BUSINESS SEGMENTS Information concerning sales and operating revenues and operating profits for each of the Company's business segments and its business in general for the years ended December 31, 1993, 1992, and 1991, and for the nine-month periods ended September 30, 1994 and 1993 is set forth below:
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, ------------------- ---------------------------- 1994 1993 1993 1992 1991 -------- -------- -------- -------- -------- (DOLLARS IN MILLIONS) SALES AND OPERATING REVENUES Refining and Wholesale ...................... $ 996.7 $ 975.1 $1,294.8 $1,290.4 $1,293.2 Retail ...................................... 721.6 732.9 958.1 970.7 908.1 Allied Businesses............................ 212.4 220.2 302.4 341.5 374.6 -------- -------- -------- -------- -------- Total..................................... $1,930.7 $1,928.2 $2,555.3 $2,602.6 $2,575.9 ======== ======== ======== ======== ======== OPERATING PROFIT Refining and Wholesale ...................... $ 130.4 $ 64.7 $ 73.9 $ 68.1 $ 86.8 Retail ...................................... 34.2 45.9 62.7 46.6 26.1 Allied Businesses............................ 12.4 12.9 15.0 22.9 32.5 -------- -------- -------- -------- -------- Total..................................... $ 177.0 $ 123.5 $ 151.6 $ 137.6 $ 145.4 ======== ======== ======== ======== ========
S-2 3 SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA The following tables summarize selected financial information and operating data of the Company at and for each of the five years ended December 31, 1993, 1992, 1991, 1990, and 1989, and the nine-month periods ended September 30, 1994 and 1993. Such information has been derived from the Company's Annual Report on Form 10-K for the year ended December 31, 1993 and from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 and is qualified in its entirety by such reports. All data for the nine-month periods ended September 30, 1994 and 1993 and all operating data are unaudited. See "Incorporation of Certain Documents by Reference" in the Prospectus.
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, ----------------- ----------------------------------------------- 1994 1993 1993 1992 1991 1990 1989(1) ------- ------- ------- ------- ------- ------- ------- (DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA) INCOME STATEMENT DATA Sales and Operating Revenues......... $1,930.7 $1,928.2 $2,555.3 $2,602.6 $2,575.9 $2,707.9 $2,090.9 Income from Continuing Operations.... 60.3 30.8 32.6 26.4 37.1 77.5 28.1 Net Income........................... 60.3 16.6 18.4 8.7(2) 37.1 77.5 28.1 Per Share: Primary Earnings: Continuing operations............ 1.96 1.02 1.04 0.92 1.39 3.04 0.90 Net income....................... 1.96 0.53 0.55 0.30 1.39 3.04 0.90 Fully Diluted Earnings: Continuing operations............ 1.86 1.02 1.04 0.92 1.36 2.78 0.90 Net income....................... 1.86 0.53 0.55 0.30 1.36 2.78 0.90 Cash Dividends: Common........................... 0.39 0.39 0.52 0.52 0.52 0.48 0.44 Preferred........................ 1.88 0.66 1.28 -- -- 1.00 2.00 RATIO OF EARNINGS TO FIXED CHARGES(3)........................... 3.4 2.2 2.0 1.7 2.1 3.5 2.3
SEPTEMBER 30, DECEMBER 31, ----------------- ----------------------------------------------- 1994 1993 1993 1992 1991 1990 1989 ------- ------- ------- ------- ------- ------- ------- (DOLLARS IN MILLIONS) BALANCE SHEET DATA Total assets......................... $1,481.7 $1,424.5 $1,349.2 $1,297.5 $1,222.3 $1,133.9 $1,026.7 Long-term debt, including portions payable within one year............ 505.3 516.4 489.7 536.9 446.1 372.2 351.4 Redeemable preferred stock........... 0.0 0.0 0.0 -- -- -- 75.0 Stockholders' equity................. 578.4 530.1 527.7 435.7 437.6 337.8 270.6
NINE MONTHS ENDED SEPTEMBER 30, YEAR ENDED DECEMBER 31, ----------------- ----------------------------------------------- 1994 1993 1993 1992 1991 1990 1989 ------- ------- ------- ------- ------- ------- ------- OPERATING DATA (AVERAGES, EXCEPT AS INDICATED) Refinery crude oil throughput (bbls/day)......................... 199,490 180,477 180,229 164,684 160,003 161,530 158,536 Refining margin ($/bbl)(4)........... 4.59 3.85 3.76 3.21 3.79 4.22 3.38 Wholesale refined product sales (bbls/day)......................... 226,511 208,981 212,037 199,193 188,609 184,557 179,661 Number of branded retail outlets (at end of period)................. 2,002 1,975 1,970 1,924 1,918 1,914 1,947 Number of Company-operated retail outlets (at end of period)......... 790 774 776 761 763 677 647
- --------------- (1) 1989 has been restated to reflect an extraordinary item as an operating expense. (2) The Company's 1992 net income reflects $17.7 million (after tax) in non-cash charges for the cumulative effects of changes in accounting for post-retirement employee benefits and income taxes. (3) For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before income taxes and fixed charges. Fixed charges consist of interest on outstanding debt, amortization of debt-issuance expense, and one-third of rental payments on operating leases (such amount having been deemed by the Company to represent the interest portion of such payments). (4) "Refining margin" is the difference between crude oil and other feedstock costs and the prices of refined products sold, and is expressed in dollars per refined product barrel. S-3 4 USE OF PROCEEDS The aggregate net proceeds from the sale of the Debentures, estimated to be approximately $74.2 million, will be added to the Company's funds and used for general corporate purposes, which may include a scheduled $30.0 million principal payment on the Company's 10.75% Senior Notes, which payment is due on April 30, 1995, and to fund anticipated capital spending in 1995. See "Recent Developments." Pending such use, it is anticipated that the net proceeds will be used to repay outstanding borrowings under bank money market facilities which bore a weighted average interest rate of 6.11% per annum as of January 31, 1995. The Company's borrowings under such bank money market facilities were $121.5 million as of such date. The proceeds of such borrowings are presently used to finance crude oil and refined product inventory and for other general working capital purposes. CERTAIN TERMS OF THE DEBENTURES The following description of the particular terms of the 8-3/4% Debentures due June 15, 2015 offered hereby (referred to herein as the "Debentures" and in the Prospectus as the "Offered Debt Securities") supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Debt Securities set forth in the Prospectus, to which description reference is hereby made. GENERAL The Debentures offered hereby will be issued under an Indenture (the "Indenture") between the Company and The First National Bank of Chicago, as trustee (the "Trustee"). Provisions of the Indenture are more fully described under "Description of Debt Securities" in the Prospectus to which reference is hereby made. The Debentures will mature on June 15, 2015. Interest on the Debentures will accrue from February 13, 1995 and will be payable semi-annually, on each June 15 and December 15, beginning June 15, 1995, and at maturity, to the persons in whose names the Debentures are registered at the close of business on the June 1 or December 1 prior to the payment date at the annual rate set forth on the cover page of this Prospectus Supplement. The Debentures will be issued only in book-entry form through the facilities of the Depositary, and will be in denominations of $1,000 and integral multiples thereof. Transfers or exchanges of beneficial interests in Debentures in book-entry form may be effected only through a participating member of the Depositary. As described in the Prospectus, under certain limited circumstances Debentures may be issued in certificated form in exchange for the Global Securities. See "Description of Debt Securities -- Global Securities" in the Prospectus. In the event that Debentures are issued in certificated form, such Debentures may be transferred or exchanged at the offices described in the immediately following paragraph. Payments on Debentures issued in book-entry form will be made to the Depositary. In the event Debentures are issued in certificated form, principal and interest will be payable, the transfer of the Debentures will be registrable and Debentures will be exchangeable for Debentures bearing identical terms and provisions at the office of the Trustee in The City of New York designated for such purpose, provided that payment of interest may be made at the option of the Company by check mailed to the address of the person entitled thereto as shown on the Securities Register. The Debentures will not be listed on any securities exchange. The Debentures will be a new issue of securities with no established trading markets. No assurance can be given as to whether any market will develop, or as to the liquidity of any trading market of the Debentures. If such markets were to exist, the Debentures could trade at prices that may be higher or lower than the initial issuance price depending on a number of factors, including prevailing interest rates and the markets for similar securities. Neither the Indenture nor the Debentures contain provisions permitting the holders of the Debentures to require prepayment in the event of a change in the management or control of the Company, or in the event the Company enters into one or more highly leveraged transactions, nor are any such events deemed to be events S-4 5 of default under the terms of the Indenture or the Debentures. The terms of the Company's existing revolving credit facilities designate certain changes in management or control of the Company as events of default. No amounts were outstanding under such credit facilities as of September 30, 1994. The defeasance provisions described under "Description of the Debt Securities -- Defeasance" in the Prospectus will apply to the Debentures. GLOBAL SECURITIES The Debentures will be issued in whole or in part in the form of one or more Global Securities deposited with, or on behalf of, the Depositary and registered in the name of a nominee of the Depositary. Except under the limited circumstances described in the Prospectus under "Description of Debt Securities -- Global Securities", owners of beneficial interests in Global Securities will not be entitled to physical delivery of Debentures in certificated form. Global Securities may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or by the Depositary or any nominee to a successor of the Depositary or a nominee of such successor. A further description of the Depositary's procedures with respect to Global Securities representing the Debentures is set forth in the Prospectus under "Description of Debt Securities -- Global Securities." The Depositary has confirmed to the Company, the Underwriters and the Trustee that it intends to follow such procedures. The Depositary has advised as follows: It is a limited-purpose trust company which was created to hold securities for its participating organizations (the "Participants") and to facilitate the clearance and settlement of securities transactions between Participants in such securities through electronic book-entry changes in accounts of its Participants. Participants include securities brokers and dealers (including the Underwriters), banks and trust companies, clearing corporations and certain other organizations. Access to the Depositary's system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly ("Indirect Participants"). Persons who are not Participants may beneficially own securities held by the Depositary only through Participants or Indirect Participants. Principal and interest payments on the Debentures registered in the name of the Depositary's nominee will be made by the Trustee to the Depositary's nominee as the registered owner of the appropriate Global Security. Under the terms of the Indenture, the Company and the Trustee will treat the persons in whose names the Debentures are registered as the owners of such Debentures for the purpose of receiving payment of principal and interest on the Debentures and for all other purposes whatsoever. Therefore, neither the Company, the Trustee nor any Paying Agent has any direct responsibility or liability for the payment of principal or interest on the Debentures to owners of beneficial interests in the Global Securities. The Depositary has advised the Company and the Trustee that its present practice is, upon receipt of any payment of principal or interest, to immediately credit the accounts of the Participants with such payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in the Global Securities as shown on the records of the Depositary. UNSECURED NATURE OF THE DEBENTURES The Debentures will constitute unsecured and unsubordinated indebtedness of the Company and will rank on a parity with the Company's other unsecured and unsubordinated indebtedness. At September 30, 1994, the Company's total debt outstanding was approximately $505.3 million. The Company is primarily a holding company and the Debentures will not be guaranteed by any of the Company's subsidiaries. The Company's principal operating subsidiaries have guaranteed certain of the Company's outstanding debt. The Indenture contains certain limitations on the creation of additional secured indebtedness by the Company. See "Description of Debt Securities -- Limitations on the Company and Certain Subsidiaries" in the Prospectus. S-5 6 UNDERWRITING Lehman Brothers Inc., CS First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters") have, under the terms of and subject to the conditions contained in an Underwriting Agreement dated as of February 6, 1995, agreed to purchase, and the Company has agreed to sell to the Underwriters, the principal amount of Debentures set forth opposite their respective names below:
PRINCIPAL AMOUNT UNDERWRITER OF DEBENTURES ----------- ---------------- Lehman Brothers Inc. ........................................ $25,000,000 CS First Boston Corporation.................................. 25,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated.................................... 25,000,000 ----------- Total............................................ $75,000,000 ===========
The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to purchase all of the Debentures if any are purchased. The Underwriters propose initially to offer the Debentures directly to the public at the public offering price set forth on the cover page of this Prospectus Supplement, and to certain dealers at such price less a concession not in excess of .50% of the principal amount of the Debentures. The Underwriters may allow, and dealers may reallow, a discount not in excess of .25% of the principal amount of the Debentures to certain other dealers. After the initial public offering, the public offering prices and concessions may be changed. The Debentures are a new issue of securities with no established trading market. The Company has been advised by the Underwriters that the Underwriters intend to make a market in the Debentures as permitted by applicable laws and regulations, but the Underwriters are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Debentures. The Underwriting Agreement provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Act, or contribute to payments the Underwriters may be required to make in respect thereof. S-6 7 PROSPECTUS $100,000,000 (LOGO) DIAMOND SHAMROCK, INC. DEBT SECURITIES Diamond Shamrock, Inc. (the "Company") may, from time to time, offer or solicit offers to purchase its debt securities (the "Debt Securities"), in one or more series, in an aggregate principal amount not to exceed $100,000,000 on terms to be determined at the time of sale. With respect to each series of Debt Securities, a supplement to this Prospectus (a "Prospectus Supplement") will be delivered together with this Prospectus setting forth the terms of such Debt Securities, including, where applicable, the specific designation, aggregate principal amount, denominations, maturity, interest rate (which may be fixed or variable) and time of payment of interest, if any, coin or currency in which principal, premium, if any, and interest, if any, will be payable, any terms for redemption, any terms for sinking fund payments, the initial public offering price, the names of, the principal amounts to be purchased by, and the compensation of, underwriters, dealers, or agents, if any, any listing of the Debt Securities on a securities exchange, and the other terms in connection with the offering and sale of such Debt Securities. See "Description of Debt Securities." --------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The Debt Securities may be sold directly to purchasers or through underwriters, dealers, or agents. If any underwriters, dealers, or agents are involved in the sale of any Debt Securities, their names and any applicable fee, commission, or discount arrangements will be set forth in the Prospectus Supplement. The net proceeds to the Company from sales of Debt Securities will be set forth in the Prospectus Supplement and will be the purchase price of such Debt Securities less attributable issuance expenses, including underwriters', dealers', or agents' compensation arrangements. See "Plan of Distribution" for indemnification arrangements for underwriters, dealers, and agents. --------------------- THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF DEBT SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. --------------------- THE DATE OF THIS PROSPECTUS IS SEPTEMBER 16, 1993 8 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports, proxy statements, and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements, and other information filed by the Company can be inspected and copied at the Public Reference Room of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the public reference facilities maintained by the Commission at 7 World Trade Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such materials can be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Documents filed by the Company can also be inspected at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on which exchange certain of the Company's securities are listed. This Prospectus constitutes a part of a Registration Statement filed by the Company with the Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to the securities offered hereby. This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the securities offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates into this Prospectus by reference the Company's (i) Annual Report on Form 10-K for the year ended December 31, 1992 (the "1992 Form 10-K"), filed pursuant to the Exchange Act, which contains the consolidated financial statements of the Company and the report thereon of Price Waterhouse, (ii) Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993 and June 30, 1993, and (iii) Current Report on Form 8-K, dated March 22, 1993. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the termination of the offering made hereby, shall be deemed incorporated by reference in this Prospectus and to be a part of this Prospectus from the date of the filing of such reports. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. Any person receiving a copy of this Prospectus may obtain, without charge, upon written or oral request, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents (other than the exhibits expressly incorporated in such documents by reference). Requests should be directed to: Investor Relations, Diamond Shamrock, Inc., P.O. Box 696000, San Antonio, Texas 78269-6000 (telephone 210-641-6800). 2 9 THE COMPANY Diamond Shamrock, Inc. (the "Company") is one of the leading independent refiners and marketers of petroleum products in the southwestern United States. Its principal activities consist of crude oil refining, wholesale marketing of petroleum products, and retail marketing of petroleum products and other merchandise through Company-operated gasoline/convenience outlets. In addition, the Company processes petrochemicals and is engaged in the marketing, distribution, and storage of natural gas liquids. The Company's principal executive offices are located at 9830 Colonnade Boulevard, San Antonio, Texas 78230 (in person); P.O. Box 696000, San Antonio, Texas 78269-6000 (by mail). Its telephone number is 210-641-6800. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges for the Company for the six-month periods ended June 30, 1993 and 1992 and for each of the years in the five-year period ended December 31, 1992. For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before income taxes and fixed charges. Fixed charges consist of interest on outstanding debt, amortization of debt issuance expense, and one-third of rental payments on operating leases (such amount having been deemed by the Company to represent the interest portion of such payments).
SIX MONTHS ENDED JUNE 30, YEAR ENDED DECEMBER 31, - --------------- ------------------------------------------------ 1993 1992 1992 1991 1990 1989 1988 - ---- ---- ---- ---- ---- ---- ---- 2.0 1.7 1.7 2.1 3.5 3.7 3.3
USE OF PROCEEDS The Debt Securities may be offered by the Company from time to time when market conditions are determined by the Company to be favorable. Unless otherwise indicated in the applicable Prospectus Supplement, the net proceeds from the sale of the Debt Securities will be added to the Company's funds and used for general corporate purposes. DESCRIPTION OF DEBT SECURITIES The following description of the Debt Securities sets forth certain general terms and provisions of the Debt Securities to which any Prospectus Supplement may relate. The particular terms of the Debt Securities offered by any Prospectus Supplement (the "Offered Debt Securities") and the extent, if any, to which such general provisions do not apply to the Offered Debt Securities will be described in the Prospectus Supplement relating to such Offered Debt Securities. The Debt Securities to which this Prospectus relates will be issued under an Indenture dated as of December 15, 1989 (the "Indenture"), between the Company and The First National Bank of Chicago, as trustee (the "Trustee"), which is filed as an exhibit to the Registration Statement. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all the provisions of the Indenture, including the definitions therein of certain terms. Numerical references in parentheses below are to sections in the Indenture. Whenever particular sections or defined terms of the Indenture are referred to, such sections or defined terms are incorporated herein by reference. GENERAL The Indenture does not limit the amount of Debt Securities which may be issued thereunder and provides that Debt Securities may be issued thereunder from time to time in one or more series up to 3 10 the aggregate principal amount which may be authorized from time to time by the Company. All Debt Securities will be unsecured and will rank pari passu with all other unsecured, unsubordinated indebtedness of the Company. The Company is primarily a holding company and the Debt Securities will not be guaranteed by any of the Company's Subsidiaries. As a result, the right of creditors of the Company upon its liquidation, reorganization, or otherwise is necessarily subject to the claims of creditors of the Company's Subsidiaries, except to the extent that claims of the Company itself as a creditor of any of its Subsidiaries may be recognized. Except as described below, the Indenture does not limit the amount of other indebtedness or securities which may be issued by the Company. Reference is made to the Prospectus Supplement relating to the particular series of Offered Debt Securities offered thereby for the following terms of such series of Offered Debt Securities: (i) the designation, aggregate principal amount, and authorized denominations of such Offered Debt Securities; (ii) the purchase price of such Offered Debt Securities (expressed as a percentage of the principal amount thereof); (iii) the date or dates on which such Offered Debt Securities will mature; (iv) the rate or rates per annum, if any (which may be fixed or variable), at which such Offered Debt Securities will bear interest or the method by which such rate or rates will be determined; (v) the dates on which such interest will be payable and the record dates for payment of interest, if any; (vi) the coin or currency in which payment of the principal of (and premium, if any) or interest, if any, on such Offered Debt Securities will be payable; (vii) the terms of any mandatory or optional redemption (including any sinking fund) or any obligation of the Company to repurchase Offered Debt Securities; (viii) whether such Offered Debt Securities are to be issued in whole or in part in the form of one or more temporary or permanent global Debt Securities ("Global Securities") and, if so, the identity of the depositary, if any, for such Global Security or Securities; and (ix) any other additional provisions or specific terms which may be applicable to that series of Offered Debt Securities. Principal, premium, if any, and interest, if any, will be payable, and the Debt Securities will be transferable or exchangeable, at the office or agency of the Company maintained for such purposes in the Borough of Manhattan, The City of New York, provided that payment of interest on any Debt Securities may, at the option of the Company, be made by check mailed to the registered holders. Interest, if any, will be payable on any Interest Payment Date to the persons in whose names the Debt Securities are registered at the close of business on the record date with respect to such Interest Payment Date (Sections 305, 307 and 1202). Unless otherwise indicated in the Prospectus Supplement relating thereto, the Debt Securities will be issued only in fully registered form, without coupons, in denominations of $1,000 or any integral multiple thereof. No service charge will be made for any registration of transfer or exchange of the Debt Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith (Sections 302 and 305). Some or all of the Debt Securities may be issued as discounted Debt Securities (bearing no interest or interest at a rate which at the time of issuance is below market rates) to be sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such discounted Debt Securities will be described in the Prospectus Supplement relating thereto. GLOBAL SECURITIES The Debt Securities of a series may be issued in whole or in part in the form of one or more Global Securities that will be deposited with or on behalf of a depositary located in the United States (a "Depositary") identified in the Prospectus Supplement relating to such series. The specific terms of the depositary arrangements with respect to any Debt Securities of a series will be described in the Prospectus Supplement relating to such series. The Company anticipates that the following provisions will apply to all depositary arrangements. 4 11 Unless otherwise specified in an applicable Prospectus Supplement, Debt Securities which are to be represented by a Global Security to be deposited with or on behalf of a Depositary will be represented by a Global Security registered in the name of such depositary or its nominee. Upon the issuance of a Global Security in registered form, the Depositary for such Global Security will credit, on its book-entry registration and transfer system, the respective principal amounts of the Debt Securities represented by such Global Security to the accounts of institutions that have accounts with such Depositary or its nominee ("participants"). The accounts to be credited shall be designated by the underwriters or agents of such Debt Securities or by the Company, if such Debt Securities are offered and sold directly by the Company. Ownership of beneficial interests in such Global Securities will be limited to participants or persons that may hold interests through participants. Ownership of beneficial interests by participants in such Global Securities will be shown on, and the transfer of that ownership interest will be effected only through, records maintained by the Depositary or its nominee for such Global Security. Ownership of beneficial interests in Global Securities by persons that hold through participants will be shown on, and the transfer of that ownership interest within such participant will be effected only through, records maintained by such participant. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Security. So long as the Depositary for a Global Security in registered form, or its nominee, is the registered owner of such Global Security, such Depositary or such nominee, as the case may be, will be considered the sole owner or holder of the Debt Securities represented by such Global Security for all purposes under the Indenture governing such Debt Securities. Except as set forth below, owners of beneficial interests in such Global Security will not be entitled to have Debt Securities of the series represented by such Global Security registered in their names, will not receive or be entitled to receive physical delivery of Debt Securities of such series in definitive form, and will not be considered the owners or holders thereof under the Indenture. Payment of principal of, premium, if any, and any interest on Debt Securities registered in the name of or held by a Depositary or its nominee will be made to the Depositary or its nominee, as the case may be, as the registered owner or the holder of the Global Security representing such Debt Securities. None of the Company, the Trustee, any Paying Agent, or the Security Registrar for such Debt Securities will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Security for such Debt Securities or for maintaining, supervising, or reviewing any records relating to such beneficial ownership interests. The Company expects that the Depositary for Debt Securities of a series, upon receipt of any payment of principal, premium, or interest in respect of a permanent Global Security, will credit immediately participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Security as shown on the records of the Depositary. The Company also expects that payments by participants to owners of beneficial interests in such Global Security held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants. However, the Company has no control over the practices of the Depositary and/or the participants and there can be no assurance that these practices will not be changed. A Global Security may not be transferred except as a whole by the Depositary for such Global Security to a nominee of such Depositary or by a nominee of such Depositary to such Depositary or another nominee of such Depositary or by such Depositary or any such nominee to a successor of such Depositary or a nominee of such successor (Section 304). If a Depositary for Debt Securities of a series is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, the Company will issue Debt Securities in definitive registered form in exchange for the Global Security or Securities representing such Debt Securities. In addition, the Company may at any time and in its sole discretion determine not to have any Debt Securities in 5 12 registered form represented by one or more Global Securities and, in such event, will issue Debt Securities in definitive form in exchange for the Global Security or Securities representing such Debt Securities. In any such instance, an owner of a beneficial interest in a Global Security will be entitled to physical delivery in definitive form of Debt Securities of the series represented by such Global Security equal in principal amount to such beneficial interest and to have such Debt Securities registered in its name. LIMITATIONS ON THE COMPANY AND CERTAIN SUBSIDIARIES Limitations on Mortgages. The Indenture provides that neither the Company nor any Subsidiary of the Company will issue, assume, or guarantee any notes, bonds, debentures, or other similar evidences of indebtedness for money borrowed ("Debt") secured by any mortgages, liens, pledges, or other encumbrances ("Mortgages") upon any asset or any interest it may have therein or of or upon any stock or indebtedness of any Subsidiary, whether now owned or hereafter acquired, without effectively providing that all Debt Securities issued under the Indenture (together with, if the Company so determines, any other indebtedness or obligation then existing or thereafter created ranking equally with the Debt Securities) will be secured equally and ratably with (or prior to) such Debt so long as such Debt will be so secured, except that this restriction will not apply to: (i) Mortgages securing the purchase price or cost of construction of property (or additions, substantial repairs, alterations, or substantial improvements thereto if the amount of such Debt does not exceed the cost thereof), provided such Debt and the Mortgages are incurred within 18 months of the acquisition or completion of construction and full operation, or the completion of such repairs, alterations, or improvements, as the case may be; (ii) Mortgages existing on property at the time of its acquisition by the Company or a Subsidiary or on the property of a corporation at the time of the acquisition of such corporation by the Company or a Subsidiary (including acquisitions through merger or consolidation); (iii) Mortgages to secure Debt on which the interest payments are exempt from federal income tax under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"); (iv) in the case of a Subsidiary, Mortgages in favor of the Company or a Subsidiary; (v) Mortgages existing on the date of the Indenture; (vi) certain Mortgages incurred in the ordinary course of business and Mortgages to governmental entities; (vii) Mortgages incurred in connection with the borrowing of funds if within 120 days such funds are used to repay Debt in the same principal amount secured by other Mortgages on assets or receivables having a fair market value (as determined by the chief financial officer of the Company) at least equal to the fair market value of the assets or receivables which secure the new Mortgage; (viii) Mortgages incurred within 90 days (or any longer period, not in excess of one year, as permitted by law) after acquisition of the property or equipment subject to such Mortgage arising solely in connection with the transfer of tax benefits in accordance with Section 168(f)(8) of the Code (or any similar provision adopted hereafter); (ix) Mortgages on accounts receivable of the Company or its Subsidiaries which secure obligations not exceeding at any time the lesser of 90% of Consolidated Receivables (as defined below) or $100,000,000, provided that the dollar limitation of $100,000,000 will increase at a compounded rate of 10% each April 1, with the first such increase effective on April 1, 1990 and subsequent increases to be effective on and as of each succeeding April 1, provided further, however, that in no event will such dollar limitation exceed $300,000,000; and (x) any extension, renewal, or replacement of any Mortgage referred to in the foregoing clauses (i) through (ix), provided the dollar amount secured is not increased (Section 1205). Limitations on Sale and Lease-Back Transactions. The Indenture provides that neither the Company nor any Subsidiary will enter into any Sale and Lease-Back Transaction with respect to any asset owned by it with any person (other than the Company or a Subsidiary) unless either (i) the Company or such Subsidiary would be entitled, pursuant to the provisions described in clauses (i) through (x) under "Limitations on Mortgages" above, to incur Debt secured by a Mortgage on the asset to be leased without equally and ratably securing the Debt Securities, or (ii) the Company during or immediately after the expiration of 120 days after the effective date of such transaction applies to the voluntary retirement of its Funded Debt an amount equal to the greater of the net proceeds of the sale of the property leased in such transaction or the fair market value (as determined by the chief financial 6 13 officer of the Company) of the leased property at the time such transaction was entered into, in each case net of the principal amount of all Debt Securities delivered under the Indenture (Section 1206). Exempted Transactions. Notwithstanding the foregoing, the Company and any one or more Subsidiaries may, without securing the Notes or any other Debt Securities, issue, assume, or guarantee Debt secured by Mortgages and enter into Sale and Lease-Back Transactions which would otherwise be subject to the foregoing restrictions in an aggregate principal amount which, together with all other such Debt of the Company and its Subsidiaries secured by Mortgages (not including Debt permitted to be secured pursuant to clauses (i) through (x) under "Limitations on Mortgages" above) and the aggregate Attributable Debt (as defined below) in respect of Sale and Lease-Back Transactions (not including those permitted as described under "Limitations on Sale and Lease-Back Transactions" above), does not exceed 15% of Consolidated Net Tangible Assets (as defined below) of the Company and its consolidated Subsidiaries (Section 1207). Certain Definitions. The term "Consolidated Net Tangible Assets" at any date means the total assets shown on a consolidated balance sheet of the Company and its Subsidiaries, prepared in accordance with generally accepted accounting principles, less (i) all current liabilities, and (ii) goodwill and like intangibles included on such balance sheet. The term "Attributable Debt" means (a) as to any capitalized lease obligations, the Debt carried on the balance sheet in accordance with generally accepted accounting principles, and (b) as to any operating leases, the total net amount of rent required to be paid under such leases during the remaining term thereof discounted at the rate of 1% per annum over the weighted average yield to maturity of all Debt Securities issued and outstanding under the Indenture, including any outstanding Debt Securities, compounded semi-annually. The term "Consolidated Receivables" at any date means the aggregate amount of all accounts receivable of the Company and its Subsidiaries at the end of the most recent fiscal quarter, as shown on the consolidated balance sheet of the Company and its Subsidiaries in respect of such quarter, or in respect of the fiscal year in the case of the fourth quarter (Section 101). EVENTS OF DEFAULT The following are "Events of Default" under the Indenture with respect to Debt Securities of any series: (i) failure to pay principal of or any premium on any Debt Security of that series when due; (ii) failure to pay any interest on any Debt Security of that series when due, and the continuation of such failure for 30 days; (iii) failure to deposit any sinking fund payment in respect of any Debt Security of that series when due; (iv) failure to perform any other covenant of the Company in the Indenture (other than a covenant included in the Indenture solely for the benefit of a series of Debt Securities other than the series), continued for 60 days after written notice as provided in the Indenture; (v) certain events in bankruptcy, insolvency, or reorganization; (vi) indebtedness for borrowed money of the Company or any Subsidiary in excess of $10,000,000 (whether such indebtedness now exists or is hereafter created) is not paid at final maturity or becomes or is declared due and payable prior to the date or dates on which such indebtedness would otherwise have become due and payable as a result of the occurrence of one or more events of default as defined in any mortgages, indentures, or instruments under which such indebtedness may have been issued or by which such indebtedness may have been secured, and such failure to pay shall not be cured or such acceleration or accelerations, as the case may be, shall not be rescinded, annulled, or cured, in any case prior to the expiration of 30 days after the date such failure to pay or acceleration or accelerations occurred; and (vii) any other Event of Default provided with respect to Debt Securities of that series (Section 501). If any Event of Default with respect to Debt Securities of any series at any time outstanding occurs and is continuing, either the Trustee or the Holders of at least 25% in aggregate principal amount of the outstanding Debt Securities of that series may declare the principal amount (or, if the Debt Securities of that series are Discount Securities, such portion of the principal amount as may be specified in the terms of that series) of all the Debt Securities of that series to be due and payable immediately. At any time after a declaration of acceleration with respect to Debt Securities of any series has been made, but before a judgment or decree based on acceleration has been obtained, the Holders of a majority in 7 14 aggregate principal amount of outstanding Debt Securities of that series may, under certain circumstances, rescind and annul such accelerations (Section 502). The Indenture provides that, subject to the duty of the Trustee during the continuance of an Event of Default to act with the required standard of care, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity (Section 603). Subject to such provisions for the indemnification of the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Debt Securities of any series will have the right to direct the time, method, and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Debt Securities of that series (Section 512). The Company is required to furnish the Trustee annually with a statement as to the performance by the Company of certain of its obligations under the Indenture and as to any default in such performance (Section 1208). MODIFICATION AND WAIVER Modifications of and amendments to the Indenture may be made by the Company and the Trustee with the consent of the Holders of not less than two-thirds in aggregate principal amount of the outstanding Debt Securities of each series affected by such modification or amendment; provided, however, that no such modification or amendment may, without the consent of the Holder of each outstanding Debt Security affected thereby, (i) change the Stated Maturity of the principal of, or any installment of interest, if any, on, any Debt Security, (ii) reduce the principal amount of, or any premium or interest on, any Debt Security, (iii) reduce the amount of principal of Discount Securities payable upon acceleration of the stated maturity thereof, (iv) change the currency of payment of principal of, or any premium or interest on, any Debt Security, (v) impair the right to institute suit for the enforcement of any payment on or with respect to any Debt Security, or (vi) reduce the percentage in principal amount of outstanding Debt Securities of any series, the consent of whose Holders is required for modification or amendment of the Indenture or for waiver of compliance with certain provisions of the Indenture or for waiver of certain defaults (Section 1102). The Holders of a majority in aggregate principal amount of the outstanding Debt Securities of each series may, on behalf of all Holders of Debt Securities of that series, waive any past default under the Indenture with respect to Debt Securities of that series, except a default in the payment of principal or any premium or interest or a covenant or provision that cannot be modified or amended without the consent of the Holders of each outstanding Debt Security affected thereby (Section 513). CONSOLIDATION, MERGER, SALE OR LEASE OF ASSETS The Company, without the consent of the Holders of any of the outstanding Debt Securities under the Indenture, may consolidate with or merge into, or transfer or lease its assets substantially as an entirety to, any corporation organized under laws of any domestic jurisdiction, provided that the successor corporation assumes the Company's obligations on the Debt Securities and under the Indenture, after giving effect to the transactions no Event of Default, and no event which, after notice or lapse of time, would become an Event of Default, shall have occurred and be continuing, and certain other conditions are met (Section 1001). DEFEASANCE The Indenture provides that the Company, at its option, (i) will be discharged from any and all obligations in respect of any series of Debt Securities (except for certain obligations to register the transfer or exchange of the Debt Securities; replace stolen, lost, or mutilated Debt Securities; maintain paying agencies; and hold money for payment in trust), or (ii) will not be subject to provisions of the Indenture concerning limitations upon Mortgages; Sale and Lease-Back Transactions; and consolida- 8 15 tion, merger, and sale of assets, in each case if the Company deposits with the Trustee, in trust, money, or U.S. Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money in an amount sufficient to pay all principal, premium, if any, and interest on the Debt Securities of such series on the dates such payments are due in accordance with the terms of such Debt Securities. To exercise any such option, the Company is required, among other things, to deliver an opinion of counsel to the Trustee to the effect that (a) the Company has received from or there has been published by the Internal Revenue Service a ruling to the effect that the deposit and related defeasance would not cause the Holders of such series of Debt Securities to recognize income, gain, or loss for United States federal income tax purposes and (b) if such series of Debt Securities are then listed on any national securities exchange, such Debt Securities would not be delisted from such exchange as a result of the exercise of such option (Article Fifteen). NOTICES Notices to Holders will be given by mail to the addresses of such Holders as they appear in the Security Register (Sections 101, 105). GOVERNING LAW The Indenture and the Debt Securities will be governed by, and construed in accordance with, the laws of the State of New York (Section 111). CONCERNING THE TRUSTEE The Trustee has normal banking relationships with the Company. PLAN OF DISTRIBUTION The Company may sell the Debt Securities to which this Prospectus relates to or for resale to the public through one or more underwriters, acting alone or in underwriting syndicates led by one or more managing underwriters, and also may sell such Debt Securities directly to other purchasers or dealers or through agents. The distribution of Debt Securities may be effected from time to time in one or more transactions at a fixed price or prices, which may be changed from time to time, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, or at negotiated prices. Each Prospectus Supplement will describe the method of distribution of the Offered Debt Securities. In connection with the sale of Debt Securities, such underwriters, dealers, and agents may receive compensation from the Company, or from purchasers of Debt Securities for whom they may act as agents, in the form of discounts, concessions, or commissions. Underwriters, dealers, and agents that participate in the distribution of Debt Securities and, in certain cases, direct purchasers from the Company, may be deemed to be "underwriters" and any discounts or commissions received by them and any profit on the resale of Debt Securities by them may be deemed to be underwriting discounts and commissions under the Securities Act. Any such underwriters, dealers, or agents will be identified and any such compensation will be described in the applicable Prospectus Supplement. Under agreements which may be entered into by the Company, underwriters, dealers, and agents who participate in the distribution of Debt Securities may be entitled to indemnification by the Company against certain liabilities, including liabilities under the Securities Act. The place and time of delivery for Offered Debt Securities in respect of which this Prospectus is delivered are set forth in the accompanying Prospectus Supplement. 9 16 LEGAL MATTERS The validity of the Debt Securities will be passed upon for the Company by Timothy J. Fretthold, Esq., Senior Vice President/Group Executive and General Counsel of the Company, and for the underwriters, dealers, or other agents by Simpson Thacher & Bartlett (a partnership which includes professional corporations), New York, New York. As of August 11, 1993, Mr. Fretthold beneficially owned 40,750 shares of Common Stock of the Company including 12,597 shares which he had the right to acquire within 60 days through the exercise of employee stock options. EXPERTS The financial statements incorporated in this Prospectus by reference to the Company's Annual Report on Form 10-K for the year ended December 31, 1992 have been so incorporated in reliance on the report of Price Waterhouse, independent accountants, given on the authority of said firm as experts in auditing and accounting. With respect to the unaudited consolidated financial information of the Company for the three-month periods ended March 31, 1993 and 1992, and for the six-month periods ended June 30, 1993 and 1992, incorporated by reference in this Prospectus, Price Waterhouse reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate reports dated May 10, 1993, and August 12, 1993 incorporated by reference herein, state that they did not audit and they do not express an opinion on that unaudited consolidated financial information. Price Waterhouse has not carried out any significant or additional audit tests beyond those which would have been necessary if their reports had not been included. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Price Waterhouse is not subject to the liability provisions of section 11 of the Securities Act for their reports on the unaudited consolidated financial information because those reports are not "reports" or a "part of the registration statement" prepared or certified by Price Waterhouse within the meaning of sections 7 and 11 of the Securities Act. 10 17 - ------------------------------------------------------ - ------------------------------------------------------ NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. --------------------------- TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
PAGE ---- Recent Developments..................... S-2 The Company............................. S-2 Selected Consolidated Financial and Operating Data........................ S-3 Use of Proceeds......................... S-4 Certain Terms of the Debentures......... S-4 Underwriting............................ S-6 PROSPECTUS Available Information................... 2 Incorporation of Certain Documents by Reference.......................... 2 The Company............................. 3 Ratio of Earnings to Fixed Charges...... 3 Use of Proceeds......................... 3 Description of Debt Securities.......... 3 Plan of Distribution.................... 9 Legal Matters........................... 10 Experts................................. 10
$75,000,000 (LOGO) DIAMOND SHAMROCK, INC. 8-3/4% DEBENTURES DUE JUNE 15, 2015 --------------------------- PROSPECTUS SUPPLEMENT February 6, 1995 --------------------------- LEHMAN BROTHERS CS FIRST BOSTON MERRILL LYNCH & CO. - ------------------------------------------------------ - ------------------------------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----