-----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, r7p870iYJPP1PxR32H2EfbDZg7v7I1EuNDvv3TCbdkSjg82fPZA3NO/6+hxucZeB 7jSmPbN7DrZvo29jft2tZQ== 0000950134-95-001299.txt : 19950605 0000950134-95-001299.hdr.sgml : 19950605 ACCESSION NUMBER: 0000950134-95-001299 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950601 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950602 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: 95544822 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 FORM 8-K DATED JUNE 6, 1995 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of Earliest Event Reported): June 1, 1995 DIAMOND SHAMROCK, INC. 9830 Colonnade Boulevard San Antonio, Texas 78230 (210) 641-6800 Delaware 1-9409 74-2456753 (State of (Commission (IRS Employer incorporation) File Number) Identification No.)
2 Item 5. Other Events On June 1, 1995, Diamond Shamrock, Inc. (the "Company") entered into a Pricing Agreement with NatWest Capital Markets Limited pursuant to which the Company intends to issue $25,000,000 of its 7-1/4% Debentures due June 15, 2010 (the "Debentures") in connection with an underwritten public offering of such Debentures. The net proceeds from the sale of the Debentures will be added to the Company's funds and used for general corporate purposes, which may include amounts necessary to fund anticipated capital spending in 1995. Pending such use, it is anticipated that such net proceeds will be used to repay outstanding short-term borrowings under bank money market facilities. Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits. (c) Exhibits: 1.1 Pricing Agreement, dated June 1, 1995, between Diamond Shamrock, Inc. and NatWest Capital Markets Limited. 1.2 Underwriting Agreement Standard Provisions incorporated by reference into the Pricing Agreement described in Exhibit 1.1 (filed as Exhibit 1.5 to the Registration Statement, File No. 33-58744 and incorporated herein by reference). 4.1 Form of 7-1/4% Debenture due June 15, 2010. 12.1 Computation of ratio of earnings to fixed charges for the three month periods ended March 31, 1995 and 1994 and each of the five years ended December 31, 1994 (filed as Exhibit 12.1 to the Registration Statement, File No. 33-59451 and incorporated herein by reference). 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DIAMOND SHAMROCK, INC. By: Robert C. Becker ---------------------------- Robert C. Becker, Vice President and Treasurer Date: June 2, 1995 4 EXHIBIT INDEX
Exhibit Number Description Page ------ ----------- ---- 1.1 Pricing Agreement, dated June 1, 1995 between Diamond Shamrock, Inc. and NatWest Capital Markets Limited. 1.2 Underwriting Agreement Standard Provisions incorporated by reference into the Pricing Agreement described in Exhibit 1.1 (Filed as Exhibit 1.5 to the Registration Statement, File No. 33-58744 and incorporated herein by reference). 4.1 Form of 7-1/4% Debenture due June 15, 2010. 12.1 Computation of ratio of earnings to fixed charges for the three month periods ended March 31, 1995 and 1994 and each of the five years ended December 31, 1994 (filed as Exhibit 12.1 to the Registration Statement, File No. 33-59451 and incorporated herein by reference).
EX-1.1 2 PRICING AGREEMENT 1 EXHIBIT 1.1 PRICING AGREEMENT NatWest Capital Markets Limited 175 Water Street New York, New York 10038 June 1, 1995 Dear Sirs: Diamond Shamrock, Inc. (the "Company") proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions attached hereto, which relate to the Company's registration statement on Form S-3 (No. 33-67556) (the "Underwriting Agreement"), to issue and sell to NatWest Capital Markets Limited the Securities specified in Schedule I hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, provided that each representation and warranty with respect to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation or warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. A supplement to the Prospectus relating to the Designated Securities, in the form heretofore delivered to you, is now proposed to be filed with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to you, and you agree to purchase from the Company, at the time and place and at the purchase price set forth in Schedule I hereto, $25,000,000 principal amount of the Designated Securities. If the foregoing is in accordance with your understanding, please sign and return to us two counterparts hereof, and upon acceptance hereof by you, this letter, including the provisions 2 of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between you and the Company. Very truly yours, DIAMOND SHAMROCK, INC. By: /s/ R. C. Becker -------------------------- R. C. Becker, Vice President and Treasurer Accepted as of the date hereof: NATWEST CAPITAL MARKETS LIMITED By: /s/ Andrew Pelling ---------------------------- Board Member -2- 3 SCHEDULE I TITLE OF DESIGNATED SECURITIES: 7-1/4% Debentures due June 15, 2010 AGGREGATE PRINCIPAL AMOUNT: $25,000,000 PRICE TO PUBLIC: 100% of the principal amount of the Designated Securities, plus accrued interest, if any, from June 8, 1995 to the Time of Delivery PURCHASE PRICE BY UNDERWRITERS: 99.3% of the principal amount of the Designated Securities, plus accrued interest, if any, from June 8, 1995 to the Time of Delivery SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: New York Clearing House (next day) funds MATURITY: June 15, 2010 INTEREST RATE: 7-1/4% per annum INTEREST PAYMENT DATES: June 15 and December 15, commencing on December 15, 1995 REDEMPTION PROVISIONS: The Designated Securities may not be redeemed prior to maturity. INDENTURE: Indenture, as amended, dates as of December 15, 1989 between the Company and the First National Bank of Chicago, as Trustee. TIME OF DELIVERY: 10:00 A.M., New York City time, June 8, 1995 METHOD OF DELIVERY: Delivery of the Designated Securities will be made through the facilities of The Depository Trust Company CLOSING LOCATION: Offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New York, 10017-3909 -3- 4 NAME AND ADDRESS OF SOLE UNDERWRITER: NatWest Capital Markets Limited 135 Bishopsgate London, England EC2M 3UR -4- EX-4.1 3 FORM OF 7 1/4% DEBENTURE 1 EXHIBIT 4.1 DIAMOND SHAMROCK, INC. 7-1/4% DEBENTURE DUE JUNE 15, 2010 REGISTERED REGISTERED No. R-1 CUSIP 252747 AE0 IF THIS DEBT SECURITY IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (THE "DEPOSITARY") (55 WATER STREET, NEW YORK, NEW YORK) OR ITS NOMINEE, THIS DEBT SECURITY 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 SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY UNLESS AND UNTIL THIS DEBT SECURITY IS EXCHANGED IN WHOLE OR IN PART FOR DEBT SECURITIES IN DEFINITIVE FORM. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. DIAMOND SHAMROCK, INC., a Delaware corporation (herein called the "Company," which term includes any successor corporation under the Indenture, hereinafter referred to), for value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of $25,000,000 (TWENTY-FIVE MILLION DOLLARS) on June 15, 2010, and to pay interest thereon from June 8, 1995 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 1995, at the rate of 7-1/4% per annum, until the principal hereof is paid or made available for payment. Reference is hereby made to the further provisions of this Debt Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Debt Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: June 8, 1995 TRUSTEE'S CERTIFICATE DIAMOND SHAMROCK, INC. OF AUTHENTICATION This is one of the series of the Debt Securities issued under the within-mentioned By: Indenture. ----------------------------------------- Robert C. Becker, Vice President and Treasurer THE FIRST NATIONAL BANK OF CHICAGO, as Trustee ATTEST: By: By: ----------------------------------------- ----------------------------------------- Authorized Officer Jerry D. King, Secretary
2 Reverse Side of Debt Security This Debt Security is one of a duly authorized issue of securities of the Company (herein called the "Debt Securities") issued and to be issued in one or more series under an Indenture, dated as of December 15, 1989 (herein called the "Indenture"), between the Company and The First National Bank of Chicago, Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Debt Securities and the terms upon which the Debt Securities are, and are to be, authenticated and delivered. This Debt Security is one of the series designated on the face hereof, limited in aggregate principal amount to $25,000,000. The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest payment, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date; provided, however, that interest payable at Stated Maturity will be payable to the Person to whom principal is payable on that date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Debt Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Debt Securities of this series not less than 10 calendar days prior to such Special Record Date, or be paid at any time in any lawful manner not inconsistent with the requirements of any securities exchange on which the Debt Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Interest payments for this Debt Security will include interest accrued to but excluding the Interest Payment Dates. Interest payments for this Debt Security shall be computed and paid on the basis of a 360-day year of 12 30-day months. Payment of the principal of and interest on this Security will be made at the corporate trust office of the Trustee in the Borough of Manhattan, The City of New York, provided that this Debt Security is presented to the Trustee in time for the Trustee to make such payments in such funds in accordance with its normal procedure; provided, however, that at the option of the Company payment of interest (other than interest payable at Stated Maturity) may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or, at the option of the Company, by wire transfer to an account maintained by such person with a bank located in the United States. Notwithstanding the foregoing, while the Debt Securities are represented by one or more Global Notes registered in the name of the Depositary or its nominee, the Company will cause payments of principal of and interest on such Global Notes to be made to the Depositary or its nominee, as the case may be, to the extent, in the funds and in the manner required by agreements with, or regulations or procedures prescribed from time to time by, the Depositary or its nominee, and otherwise in accordance with such agreements, regulations and procedures. This Debt Security may not be redeemed prior to Stated Maturity. -2- 3 If an Event of Default with respect to Debt Securities of this series shall occur and be continuing, the principal of the Debt Securities of this series may be declared due and payable in the manner, with the effect, on the terms and subject to the conditions provided in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company, and the rights of the Holders of the Debt Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than 66-2/3% in principal amount of the Debt Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Debt Securities of each series at the time Outstanding, on behalf of the Holders of all Debt Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder shall be conclusive and binding upon such Holder and upon all future Holders of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security. As set forth in, and subject to, the provisions of the Indenture, no Holder of a Debt Security of this series will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to the series, the Holders of not less than 25% in principal amount of the Outstanding Debt Securities of this series shall have made written request to the Trustee to institute such proceeding in respect of such Event of Default in its own name as Trustee under the Indenture and offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request and the Trustee shall not have received from the Holders of a majority in principal amount of the Outstanding Debt Securities of this series a direction inconsistent with such request and shall have failed to institute such proceeding within 60 calendar days of receipt of such notice and offer of indemnity; provided, however, that such limitations do not apply to a suit instituted by the Holder for the enforcement of payment of the principal of, premium, if any, or interest on this Debt Security on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Debt Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debt Security at the times, place and rate, and in the coin or currency, herein prescribed. However, the Indenture limits the Holder's rights to enforce the Indenture and this Debt Security. The Indenture contains provisions for defeasance of (i) the entire indebtedness of this Debt Security and (ii) certain restrictive covenants upon compliance by the Company with conditions set forth therein, which provisions shall apply to this Debt Security. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Debt Security is registrable in the Security Register, upon surrender of this Debt Security for registration of transfer at the office or agency of the Trustee in any place where the principal of and interest on this Debt Security are payable, duly endorsed by or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Register duly executed by the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Debt Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee. -3- 4 The Debt Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and integral multiples thereof. As provided in the Indenture and subject to certain limitations therein set forth, Debt Securities of this series are exchangeable for a like aggregate principal amount of Debt Securities of this series of like tenor and of a different authorized denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Debt Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Debt Security is registered as the owner hereof for all purposes, whether or not this Debt Security be overdue, and none of the Company, the Trustee or any such agent shall be affected by notice to the contrary. THE INDENTURE AND THE DEBT SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. All terms used in this Debt Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. FOR VALUE RECEIVED, ____________________ hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE *************************************************************************** * * * * * * *************************************************************************** _____________________________________________________ Please print or type the name and address of assignee _______________________________________________________________________________ the within Instrument of the said Company and do hereby irrevocably constitute and appoint ____________________, attorney to transfer the said Instrument on the books of the said Company with full power of substitution in the premises. Dated: _______________ ____________________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATSOEVER -4- -----END PRIVACY-ENHANCED MESSAGE-----