-----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, O+FIiX/nXlctP3pvqPweGHd7gC6G4dITdH3GtSEgybKbc1HYACN2TUs7vzzZaIJw rokVIx/bNih3Q87bSjCLfw== 0000887207-98-000032.txt : 19980630 0000887207-98-000032.hdr.sgml : 19980630 ACCESSION NUMBER: 0000887207-98-000032 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ULTRAMAR DIAMOND SHAMROCK CORP 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: 11-K SEC ACT: SEC FILE NUMBER: 001-11154 FILM NUMBER: 98656434 BUSINESS ADDRESS: STREET 1: 6000 N. LOOP 1604 W. STREET 2: P O BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78249-1112 BUSINESS PHONE: 2105922000 MAIL ADDRESS: STREET 1: P O BOX 696000 STREET 2: THIRD FLOOR CITY: SAN ANTONIO STATE: TX ZIP: 78269-6000 FORMER COMPANY: FORMER CONFORMED NAME: ULTRAMAR CORP /DE DATE OF NAME CHANGE: 19930328 11-K 1 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ X ] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996] For the fiscal year ended 1997 OR [ ]TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ________ to _________. Commission file number 333-27701 A. ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT PLAN B. Ultramar Diamond Shamrock Corporation 6000 N Loop 1604 W San Antonio TX 78249-1112 ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS AND SCHEDULES DECEMBER 31, 1997 and 1996 ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN DECEMBER 31, 1997 and 1996 INDEX TO FINANCIAL STATEMENTS AND SCHEDULES PAGE Reports of Independent Public Accountants 3 Financial Statements: Statement of Net Assets Available for Benefits With Fund Information as of December 31, 1997 5 Statement of Net Assets Available for Benefits With Fund Information as of December 31, 1996 7 Statement of Changes in Net Assets Available for Benefits With Fund Information for the year ended December 31, 1997 9 Statement of Changes in Net Assets Available for Benefits With Fund Information for the year ended December 31, 1996 11 Notes to Financial Statements 13 ADDITIONAL INFORMATION - SUPPLEMENTAL SCHEDULES: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes 19 Schedule II - Item 27b - Schedule of Loans or Fixed Income Obligations 20 Schedule III - Item 27d - Schedule of Reportable Transactions 21 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Administrative Committee of the Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings Plan: We have audited the accompanying statement of net assets available for benefits of the Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings Plan (the Plan) as of December 31, 1997, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements and the schedules referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements and schedules based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and the changes in net assets available for benefits for the year then ended, in conformity with generally accepted accounting principles. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of Assets Held for Investment Purposes as of December 31, 1997, Loans or Fixed Income Obligations for the year ended December 31, 1997, and Reportable Transactions for the year ended December 31, 1997 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP San Antonio, Texas June 25, 1998 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Participants, Plan Administrator and Trustees of the Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings Plan In our opinion, the accompanying Statement of Net Assets Available for Benefits With Fund Information and Statement of Changes in Net Assets Available for Benefits With Fund Information, present fairly, in all material respects, the net assets available for benefits of the Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings Plan (the Plan) as of December 31, 1996 and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan Administrator; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the Plan Administrator, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The fund information in the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits is presented for additional analysis rather than to present the net assets available for benefits and the changes in net assets available for benefits for each fund. The fund information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PRICE WATERHOUSE LLP Price Waterhouse LLP San Antonio, Texas June 24, 1997
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1997 CIGNA CIGNA CIGNA CIGNA CIGNA FIDELITY FIXED LIFETIME LIFETIME LIFETIME LIFETIME CIGNA ADVISOR INCOME 20 30 40 60 BALANCED INCOME AND ACCOUNT FUND FUND FUND FUND ACCOUNT GROWTH ACCOUNT ASSETS Investments, at fair value: Common stock $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Common and commingled trust funds 0 219,134 305,507 298,093 155,588 29,014 139,393 Loans to participants 0 0 0 0 0 0 0 0 219,134 305,507 298,093 155,588 29,014 139,393 Investment contract with insurance company, at contract value 11,662,332 0 0 0 0 0 0 Total investments 11,662,332 219,134 305,507 298,093 155,588 29,014 139,393 Receivables: Employer contributions 67,478 3,277 3,911 2,953 1,464 333 3,215 Employee contributions 236,090 9,558 11,838 9,433 5,681 892 11,445 Total receivables 303,568 12,835 15,749 12,386 7,145 1,225 14,660 Net assets available for benefits $11,965,900 $ 231,969 $ 321,256 $ 310,479 $ 162,733 $ 30,239 $ 154,053 FIDELITY FIDELITY FIDELITY ADVISOR ADVISOR ADVISOR INCOME AND GROWTH STRATEGIC GROWTH OPPORTUNITIES OPPOTRUNITIES ACCOUNT ACCOUNT ACCOUNT ASSETS Investments, at fair value: Common stock $ 0 $ 0 $ 0 Common and commingled trust funds 5,826,443 4,222,270 3,266,740 Loans to participants 0 0 0 5,826,443 4,222,270 3,266,740 Investment contract with insurance company, at contract value 0 0 0 Total investments 5,826,443 4,222,270 3,266,740 Receivables: Employer contributions 35,757 53,373 23,399 Employee contributions 107,916 190,007 72,499 Total receivables 143,673 243,380 95,898 Net assets available for benefits $ 5,970,116 $ 4,465,650 $ 3,362,638 The accompanying notes are an integral part of these financial statements.
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (Continued) AS OF DECEMBER 31, 1997 ULTRAMAR WARBURG WARBURG CIGNA DIAMOND INVESCO TWENTIETH PINCUS PINCUS STOCK SHAMROCK INDUSTRIAL CENTURY EMERGING INTERNATIONAL MARKET CORPORATION INCOME ULTRA GROWTH EQUITY INDEX STOCK EMPLOYEE ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT FUND LOANS ASSETS Investments, at fair value: Common stock $ 0 $ 0 $ 0 $ 0 $ 0 $ 1,228,212 $ 0 Common and commingled trust funds 337,543 1,286,194 2,247,883 217,651 984,688 0 0 Loans to participants 0 0 0 0 0 0 1,635,749 337,543 1,286,194 2,247,883 217,651 984,688 1,228,212 1,635,749 Investment contract with insurance company, at contract value 0 0 0 0 0 0 0 Total investments 337,543 1,286,194 2,247,883 217,651 984,688 1,228,212 1,635,749 Receivables: Employer contributions 3,631 22,326 13,260 28,197 20,688 14,587 0 Employee contributions 12,391 79,553 35,906 110,316 76,037 43,501 0 Total receivables 16,022 101,879 49,166 138,513 96,725 58,088 0 Net assets available for benefits $ 353,565 $ 1,388,073 $ 2,297,049 $ 356,164 $ 1,081,413 $ 1,286,300 $ 1,635,749 TOTAL ASSETS Investments, at fair value: Common stock $ 2,212,900 Common and commingled trust funds 18,551,453 Loans to participants 1,635,749 22,400,102 Investment contract with insurance company, at contract value 11,662,332 Total investments 34,062,434 Receivables: Employer contributions 297,849 Employee contributions 1,013,063 Total receivables 1,310,912 Net assets available for benefits $35,373,346 The accompanying notes are an integral part of these financial statements.
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION AS OF DECEMBER 31, 1996 CIGNA CIGNA CIGNA CIGNA CIGNA CIGNA FIXED LIFETIME LIFETIME LIFETIME LIFETIME LIFETIME CIGNA INCOME 20 30 40 50 60 BALANCED ACCOUNT FUND FUND FUND FUND FUND ACCOUNT ASSETS Investments, at fair value: Common stock $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Common and commingled trust funds 0 125,057 185,945 195,241 90,286 15,251 68,379 Loans to participants 0 0 0 0 0 0 0 ----------- -------- -------- -------- ------- ------- ---------- 0 125,057 185,945 195,241 90,286 15,251 68,379 ----------- -------- -------- -------- ------- ------- ---------- Investment contract with insurance company, at contract value 9,858,486 0 0 0 0 0 0 ----------- -------- -------- -------- ------- ------- ---------- Total investments 9,858,486 125,057 185,945 195,241 90,286 15,251 68,379 ----------- -------- -------- -------- ------- ------- ---------- Receivables Employer contributions 54,137 1,878 2,781 2,184 1,064 261 1,078 Employee contributions 152,196 5,557 7,844 6,904 4,010 740 3,018 ----------- -------- -------- -------- ------- ------- ---------- Total receivables 206,333 7,435 10,625 9,088 5,074 1,001 4,096 ----------- -------- -------- -------- ------- ------- ---------- Net assets available for benefits $10,064,819 $132,492 $196,570 $204,329 $95,360 $16,252 $ 72,475 =========== ======== ======== ======== ======= ======= ========== FIDELITY FIDELITY FIDELITY ADVISOR ADVISOR ADVISOR INCOME AND GROWTH STRATEGIC GROWTH OPPORTUNITIES OPPORTUNITIES ACCOUNT ACCOUNT ACCOUNT ASSETS Investments, at fair value: Common stock $ 0 $ 0 $ 0 Common and commingled trust funds 5,041,033 2,708,103 2,601,141 Loans to participants 0 0 0 ---------- ---------- ---------- 5,041,033 2,708,103 2,601,141 ---------- ---------- ---------- Investment contract with insurance company, at contract value 0 0 0 ---------- ---------- ---------- Total investments 5,041,033 2,708,103 2,601,141 ---------- ---------- ---------- Receivables Employer contributions 26,810 23,460 17,110 Employee contributions 57,549 62,515 38,423 ---------- ---------- ---------- Total receivables 84,359 85,975 55,533 ---------- ---------- ---------- Net assets available for benefits $5,125,392 $2,794,078 $2,656,674 ========== ========== ========== The accompanying notes are an integral part of these financial statements.
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (Continued) AS OF DECEMBER 31, 1996 WARBURG ULTRAMAR WARBURG PINCUS CIGNA WARBURG INVESCO TWENTIETH PINCUS INTERNA- STOCK SHAMROCK INDUSTRIAL CENTURY EMERGING TIONAL MARKET CORPORATION INCOME ULTRA GROWTH EQUITY INDEX STOCK EMPLOYEE ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT FUND LOANS TOTAL ASSETS Investments, at fair value: Common stock $ 0 $ 0 $ 0 $ 0 $329,425 $820,876 $ 0 $ 1,150,301 Common and commingled trust funds 142,502 780,605 1,830,078 166,896 0 0 0 13,950,517 Loans to participants 0 0 0 0 0 0 922,370 922,370 -------- ---------- ---------- -------- -------- -------- ----------- ----------- 142,502 780,605 1,830,078 166,896 329,425 820,876 922,370 16,023,188 -------- ---------- ---------- -------- -------- -------- ----------- ----------- Investment contract with insurance company, at contract value 0 0 0 0 0 0 0 9,858,486 -------- ---------- ---------- -------- -------- -------- ----------- ----------- Total investments 142,502 780,605 1,830,078 166,896 329,425 820,876 922,370 25,881,674 -------- ---------- ---------- -------- -------- -------- ----------- ----------- Receivables Employer contributions 1,569 9,497 14,107 1,865 3,561 9,965 0 171,327 Employee contributions 4,156 24,989 30,304 4,777 9,887 24,960 0 437,829 -------- ---------- ---------- -------- -------- -------- ----------- ----------- Total receivables 5,725 34,486 44,411 6,642 13,448 34,925 0 609,156 -------- ---------- ---------- -------- -------- -------- ----------- ----------- Net assets available for benefits $148,227 $ 815,091 $1,874,489 $173,538 $342,873 $855,801 $ 922,370 $26,490,830 ======== ========== ========== ======== ======== ======== =========== =========== The accompanying notes are an integral part of these financial statements.
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1997 CIGNA CIGNA CIGNA CIGNA CIGNA FIXED LIFETIME LIFETIME LIFETIME LIFETIME INCOME 20 30 40 50 ACCOUNT FUND FUND FUND FUND Additions to net assets attributed to: Investment income: Dividends $ 0 $ 0 $ 0 $ 0 $ 0 Interest 756,406 419 642 1,105 77 Net appreciation (depreciation) in fair value of investments 0 23,281 36,389 34,865 18,114 756,406 23,700 37,031 35,970 18,191 Contributions: Employer contributions 595,204 24,067 33,581 26,408 12,638 Employee contributions 1,930,039 80,533 98,579 89,872 51,988 2,525,243 104,600 132,160 116,280 64,626 TOTAL ADDITIONS 3,281,649 128,300 169,191 152,250 82,817 Deductions from net assets attributed to: Benefits paid to participants 1,181,905 19,805 13,541 12,792 13,796 Administrative expenses 12,384 127 242 132 56 Loan notes distributed 0 0 0 0 0 TOTAL DEDUCTIONS 1,194,289 19,932 13,783 12,924 13,852 Interfund transfers (186,279) (8,891) (30,722) (33,176) (1,592) Net increase 1,901,081 99,477 124,686 106,150 67,373 Net assets available for benefits: Beginning of year 10,064,819 132,492 196,570 204,329 95,360 End of year $ 11,965,900 $ 231,969 $ 321,256 $ 310,479 $ 162,733 FIDELITY FIDELITY FIDELITY CIGNA ADVISOR ADVISOR ADVISOR LIFETIME CIGNA INCOME AND GROWTH STRATEGIC 60 BALANCED GROWTH OPPORTUNITIES OPPORTUNITIES FUND ACCOUNT ACCOUNT ACCOUNT ACCOUNT Additions to net assets attributed to: Investment income: Dividends $ 0 $ 0 $ 0 $ 0 $ 0 Interest 87 289 14,151 6,968 10,838 Net appreciation (depreciation) in fair value of investments 2,928 16,887 1,067,789 838,217 629,294 3,015 17,176 1,081,940 845,185 640,132 Contributions: Employer contributions 3,289 15,129 282,993 293,138 182,225 Employee contributions 8,662 57,601 719,308 905,910 470,222 11,951 72,730 1,002,301 1,199,048 652,447 TOTAL ADDITIONS 14,966 89,906 2,084,241 2,044,233 1,292,579 Deductions from net assets attributed to: Benefits paid to participants 1,044 14,390 742,847 329,645 330,259 Administrative expenses 15 24 4,076 1,834 2,039 Loan notes distributed 0 0 0 0 0 TOTAL DEDUCTIONS 1,059 14,414 746,923 331,479 332,298 Interfund transfers 80 6,086 (492,594) (41,182) (254,317) Net increase 13,987 81,578 844,724 1,671,572 705,964 Net assets available for benefits: Beginning of year 16,252 72,475 5,125,392 2,794,078 2,656,674 End of year $ 30,239 $ 154,053 $ 5,970,116 $ 4,465,650 $ 3,362,638 The accompanying notes are an integral part of these financial statements.
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (Continued) FOR THE YEAR ENDED DECEMBER 31, 1997 WARBURG WARBURG CIGNA INVESCO TWENTIETH PINCUS PINCUS STOCK INDUSTRIAL CENTURY EMERGING INTERNATIONAL MARKET INCOME ULTRA GROWTH EQUITY INDEX ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT Additions to net assets attributed to: Investment income: Dividends $ 0 $ 0 $ 0 $ 0 $ 0 Interest 1,042 4,043 6,725 319 1,447 Net appreciation (depreciation) in fair value of investments 49,617 182,620 360,003 (17,000) 162,063 50,659 186,663 366,728 (16,681) 163,510 Contributions: Employer contributions 24,923 118,776 133,323 48,106 72,560 Employee contributions 81,139 372,291 324,442 168,856 248,606 106,062 491,067 457,765 216,962 321,166 TOTAL ADDITIONS 156,721 677,730 824,493 200,281 484,676 Deductions from net assets attributed to: Benefits paid to participants 10,117 113,840 228,649 22,071 46,598 Administrative expenses 239 752 1,281 57 407 Loan notes distributed 0 0 0 0 0 TOTAL DEDUCTIONS 10,356 114,592 229,930 22,128 47,005 Interfund transfers 58,973 9,844 (172,003) 4,473 300,869 Net increase 205,338 572,982 422,560 182,626 738,540 Net assets available for benefits: Beginning of year 148,227 815,091 1,874,489 173,538 342,873 End of year $ 353,565 $ 1,388,073 $ 2,297,049 $ 356,164 $ 1,081,413 ULTRAMAR DIAMOND SHAMROCK STOCK EMPLOYEE FUND LOANS TOTAL Additions to net assets attributed to: Investment income: Dividends $ 37,121 $ 0 $ 37,121 Interest 2,845 0 807,403 Net appreciation (depreciation) in fair value of investments 15,684 0 3,420,751 55,650 0 4,265,275 Contributions: Employer contributions 120,096 0 1,986,456 Employee contributions 381,038 0 5,989,086 501,134 0 7,975,542 TOTAL ADDITIONS 556,784 0 12,240,817 Deductions from net assets attributed to: Benefits paid to participants 164,072 0 3,245,371 Administrative expenses 3,080 0 26,745 Loan notes distributed 0 86,185 86,185 TOTAL DEDUCTIONS 167,152 86,185 3,358,301 Interfund transfers 40,867 799,564 0 Net increase 430,499 713,379 8,882,516 Net assets available for benefits: Beginning of year 855,801 922,370 26,490,830 End of year $ 1,286,300 $ 1,635,749 $35,373,346 The accompanying notes are an integral part of these financial statements.
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1996 CIGNA CIGNA CIGNA CIGNA CIGNA CIGNA FIXED LIFETIME LIFETIME LIFETIME LIFETIME LIFETIME INCOME 20 30 40 50 60 ACCOUNT FUND FUND FUND FUND FUND Additions to net assets attributed to: Investment income: Dividends $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Interest 359,757 0 0 0 0 0 Net assets transferred from NCS Plan 6,992,106 0 0 0 0 0 Net appreciation (depreciation) in fair value of investments 0 8,993 13,229 11,819 5,876 802 ------------ ------------ ------------ ------------ ------------ ------------ 7,351,863 8,993 13,229 11,819 5,876 802 ------------ ------------ ------------ ------------ ------------ ------------ Contributions: Employer contributions 611,235 19,880 27,271 21,859 13,545 2,565 Employee contributions 1,760,044 64,982 81,246 92,820 47,370 9,235 ------------ ------------ ------------ ------------ ------------ ------------ 2,371,279 84,862 108,517 114,679 60,915 11,800 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL ADDITIONS 9,723,142 93,855 121,746 126,498 66,791 12,602 ------------ ------------ ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Benefits paid to participants 809,634 2,383 6,012 3,075 13,827 283 Administrative expenses 10,031 79 92 96 15 14 Loan notes distributed 0 0 0 0 0 0 ------------ ------------ ------------ ------------ ------------ ------------ TOTAL DEDUCTIONS 819,665 2,462 6,104 3,171 13,842 297 ------------ ------------ ------------ ------------ ------------ ------------ Interfund transfers (482,220) 6,776 11,056 30,229 4,324 (368) ------------ ------------ ------------ ------------ ------------ ------------ Net increase 8,421,257 98,169 126,698 153,556 57,273 11,937 Net assets available for benefits: Beginning of year 1,643,562 34,323 69,872 50,773 38,087 4,315 ------------ ------------ ------------ ------------ ------------ ------------ End of year $ 10,064,819 $ 132,492 $ 196,570 $ 204,329 $ 95,360 $ 16,252 ============ ============ ============ ============ ============ ============ FIDELITY FIDELITY FIDELITY ADVISOR ADVISOR ADVISOR CIGNA INCOME AND GROWTH STRATEGIC BALANCED GROWTH OPPORTUNITIES OPPORTUNITIES ACCOUNT ACCOUNT ACCOUNT ACCOUNT Additions to net assets attributed to: Investment income: Dividends $ 0 $ 0 $ 0 $ 0 Interest 0 0 0 0 Net assets transferred from NCS Plan 0 3,373,294 0 1,688,584 Net appreciation (depreciation) in fair value of investments 5,113 485,530 347,290 163,167 ------------ ------------ ------------ ------------ 5,113 3,858,824 347,290 1,851,751 ------------ ------------ ------------ ------------ Contributions: Employer contributions 11,210 259,643 306,639 164,460 Employee contributions 36,646 634,088 833,089 415,109 ------------ ------------ ------------ ------------ 47,856 893,731 1,139,728 579,569 ------------ ------------ ------------ ------------ TOTAL ADDITIONS 52,969 4,752,555 1,487,018 2,431,320 ------------ ------------ ------------ ------------ Deductions from net assets attributed to: Benefits paid to participants 994 271,676 106,923 106,661 Administrative expenses 17 3,124 1,225 1,818 Loan notes distributed 0 0 0 0 ------------ ------------ ------------ ------------ TOTAL DEDUCTIONS 1,011 274,800 108,148 108,479 ------------ ------------ ------------ ------------ Interfund transfers 3,533 (407,906) (80,687) (270,021) ------------ ------------ ------------ ------------ Net increase 55,491 4,069,849 1,298,183 2,052,820 Net assets available for benefits: Beginning of year 16,984 1,055,543 1,495,895 603,854 ------------ ------------ ------------ ------------ End of year $ 72,475 $ 5,125,392 $ 2,794,078 $ 2,656,674 ============ ============ ============ ============ The accompanying notes are an integral part of these financial statements.
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION (Continued) FOR THE YEAR ENDED DECEMBER 31, 1996 ULTRAMAR WARBURG WARBURG CIGNA DIAMOND INVESCO TWENTIETH PINCUS PINCUS STOCK SHAMROCK INDUSTRIAL CENTURY EMERGING INTERNATIONAL MARKET CORPORATION INCOME ULTRA GROWTH EQUITY INDEX STOCK ACCOUNT ACCOUNT ACCOUNT ACCOUNT ACCOUNT FUND Additions to net assets attributed to: Investment income: Dividends $ 0 $ 0 $ 0 $ 0 $ 0 $ 3,359 Interest 0 0 0 0 0 0 Net assets transferred from NCS Plan 0 0 1,174,071 0 0 0 Net appreciation (depreciation) in fair value of investments 13,291 54,875 140,496 7,185 27,826 (14,885) ----------- ----------- ----------- ----------- ----------- ----------- 13,291 54,875 1,314,567 7,185 27,826 (11,526) ----------- ----------- ----------- ----------- ----------- ----------- Contributions: Employer contributions 14,400 102,330 138,428 22,940 31,821 20,804 Employee contributions 41,069 303,914 342,752 90,185 99,189 52,731 ----------- ----------- ----------- ----------- ----------- ----------- 55,469 406,244 481,180 113,125 131,010 73,535 ----------- ----------- ----------- ----------- ----------- ----------- TOTAL ADDITIONS 68,760 461,119 1,795,747 120,310 158,836 62,009 ----------- ----------- ----------- ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants 1,541 12,966 86,182 1,470 3,586 0 Administrative expenses 37 352 1,125 134 20 91 Loan notes distributed 0 0 0 0 0 0 ----------- ----------- ----------- ----------- ----------- ----------- TOTAL DEDUCTIONS 1,578 13,318 87,307 1,604 3,606 91 ----------- ----------- ----------- ----------- ----------- ----------- Interfund transfers 26,926 142,034 (67,588) 18,567 187,643 793,883 ----------- ----------- ----------- ----------- ----------- ----------- Net increase (decrease) 94,108 589,835 1,640,852 137,273 342,873 855,801 Net assets available for benefits: Beginning of year 54,119 225,256 233,637 36,265 0 0 ----------- ----------- ----------- ----------- ----------- ----------- End of year $ 148,227 $ 815,091 $ 1,874,489 $ 173,538 $ 342,873 $ 855,801 =========== =========== =========== =========== =========== =========== DIAMOND SHAMROCK STOCK EMPLOYEE FUND LOANS TOTAL Additions to net assets attributed to: Investment income: Dividends $ 6,120 $ 0 $ 9,479 Interest 0 15,311 375,068 Net assets transferred from NCS Plan 0 0 13,228,055 Net appreciation (depreciation) in fair value of investments 115,399 0 1,386,006 ----------- ----------- ----------- 121,519 15,311 14,998,608 ----------- ----------- ----------- Contributions: Employer contributions 91,335 0 1,860,365 Employee contributions 247,069 0 5,151,538 ----------- ----------- ----------- 338,404 0 7,011,903 ----------- ----------- ----------- TOTAL ADDITIONS 459,923 15,311 22,010,511 ----------- ----------- ----------- Deductions from net assets attributed to: Benefits paid to participants 54,864 0 1,482,077 Administrative expenses 2,002 0 20,272 Loan notes distributed 0 9,604 9,604 ----------- ----------- ----------- TOTAL DEDUCTIONS 56,866 9,604 1,511,953 ----------- ----------- ----------- Interfund transfers (736,313) 820,132 0 ----------- ----------- ----------- Net increase (decrease) (333,256) 825,839 20,498,558 Net assets available for benefits: Beginning of year 333,256 96,531 5,992,272 ----------- ----------- ----------- End of year $ 0 $ 922,370 $26,490,830 =========== =========== =========== The accompanying notes are an integral part of these financial statements.
ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1997 Note 1 - Description of Plan: The following description of the Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings Plan (the Plan), formerly the Diamond Shamrock, Inc. 401(k) Retirement Savings Plan, provides only general information. Participants should refer to the Plan document, effective January 1, 1994, for a more complete description of the Plan's provisions. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Company Merger Diamond Shamrock, Inc. acquired National Convenience Stores, Incorporated (NCS) in December 1995. Effective July 1, 1996 the National Convenience Stores, Incorporated Profit Sharing Plan (NCS Plan) was merged into the Plan. On December 3, 1996, Diamond Shamrock, Inc. was merged with Ultramar Corporation to form Ultramar Diamond Shamrock Corporation ("the Merger"). Thus on that date, Diamond Shamrock, Inc. ceased to exist as a legal entity and the Plan's name changed to the Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings Plan. On September 25, 1997, Ultramar Diamond Shamrock acquired Total Petroleum (North America) Ltd. On April 1, 1998, the Ultramar Diamond Shamrock 401(k) Retirement Savings Plan, the Total Petroleum Tax Reduction Thrift Plan, and the Total Petroleum, Inc. Retail Thrift Plan were merged into the Ultramar Corporation U.S. Savings Incentive Plan. In conjunction with the merger, the Ultramar Corporation U.S. Savings Incentive Plan was renamed the Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings Plan (the New Plan). Unless otherwise noted herein, the provisions of the New Plan will be substantially the same as those in effect for the Plan as of December 31, 1997. Administration The Plan is administered by the Ultramar Diamond Shamrock Corporation Administrative Committee (the "Administrator") which is comprised of representatives of the Ultramar Diamond Shamrock Corporation's (the Sponsor's) management. The trustee of the Plan is the CG Trust Company. The Plan recordkeeper is Connecticut General Life Insurance Company. Eligibility The Plan is a defined contribution plan established January 1, 1994, which covers all employees of the Sponsor who were previously employed by Diamond Shamrock, Inc. and its subsidiaries prior to the merger with Ultramar Corporation, who have meet certain criteria. The employees are covered if they have been credited with at least 1,000 hours of service within 12 consecutive months from their hire date and are twenty one years of age or older, except employees covered by any collective bargaining agreement with the Sponsor, or a leased employee. Since the NCS Plan did not have an age requirement, NCS employees employed on July 1, 1996 will be allowed to participate in the Plan upon the completion of one year of service with the age requirement being disregarded for these specific NCS employees. Contributions Participants may make elective deferral contributions from 1 to 15 percent of their eligible compensation, as defined in the Plan. In addition, participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans (rollover contributions). The employer matching contributions were $.50 for every $1.00 of the participant's contribution in 1997 and 1996 up to 6% of eligible compensation. The contribution will be $.60 for every $1.00 up to 6% of eligible compensation in 1998. The Internal Revenue Code (IRC) establishes an annual limitation on the amount of individual pre-tax salary deferral contributions. For 1997 and 1996, this limit was $9,500. Participant Accounts Each participant's account is credited with the participant's elective deferral contributions, allocations of the Sponsor's contributions, and Plan earnings (Note 2) less an allocation of administrative expenses. Vesting Participants are immediately vested in their elective deferral contributions, rollover contributions and actual earnings thereon. Participants will be 100% vested in employer matching contributions after five years of service. For NCS employees, years of service with NCS count toward vesting in the Plan. NCS Plan participants with less than three years of service as of the merger date will vest according to the Plan's vesting schedule (100% upon completion of 5 years of service). NCS Plan participants with three or more years of service as of the merger date will continue to vest in accordance with the NCS vesting schedule until completion of 5 years of service (20% after completion of 3 years of service, 40% after completion of 4 years of service). Upon completion of 5 years of service, the Plans vesting schedule will be applicable (100% vesting on and after completion of 5 years of service). Investment Options As of December 31, 1997, the Plan had 16 investment options into which a participant could direct contributions in increments of 1%: CIGNA Fixed Income Account - Funds are invested in long-term fixed income securities, such as corporate bonds and commercial mortgages. The principal and net credit interest are fully guaranteed by Connecticut General Life Insurance Company (CIGNA). The contracts are included in the financial statements at contract value, which approximates fair value, as reported to the Plan by CIGNA. Contract value represents contributions made under the contract, plus earnings, less Plan withdrawals and administration expenses. CIGNA Lifetime Funds - These five groups of funds are established by age of investor. They are invested primarily in common stocks or other equity securities and various debt instruments. The allocation of investments between fixed income and equity securities for the five groups is generally as follows: CIGNA Lifetime 20 Fund - 20% Fixed, 80% Equity CIGNA Lifetime 30 Fund - 30% Fixed, 70% Equity CIGNA Lifetime 40 Fund - 35% Fixed, 65% Equity CIGNA Lifetime 50 Fund - 45% Fixed, 55% Equity CIGNA Lifetime 60 Fund - 65% Fixed, 35% Equity CIGNA Balanced Account - Funds are invested in pooled income (bonds), equity (common stock), and cash equivalent ("money market") accounts. Fidelity Advisor Income & Growth Account - Funds are invested in a diversified portfolio of equity and fixed-income securities. Fidelity Advisor Growth Opportunities Account - Funds are invested in common stocks and securities convertible into common stocks. Fidelity Advisor Strategic Opportunities Account - Funds are invested in stocks of domestic and foreign companies believed to be involved in special situations, such as technological advances or discoveries. INVESCO Industrial Income Account - Funds are invested in shares of the INVESCO Industrial Income Fund, a mutual fund of INVESCO Funds Group, Inc. Twentieth Century Ultra Account - Funds are invested in common stocks of medium sized companies. Warburg Pincus Emerging Growth Account - Funds are invested in a portfolio of equity securities of domestic emerging growth companies. Warburg Pincus International Equity Account - Funds are invested in marketable equity securities of non-United States issues. Up to 35% of the Fund's assets may be invested in the securities of companies having their principal business activities in the United States. CIGNA Stock Market Index Account - Funds are invested in various investments. This fund's investment objective is to approximate the total return of the S & P 500 Index, thereby providing investors with long-term growth of capital and income. From time to time, this account engages in limited futures transactions. Such transactions are recorded at market value and do not have a material impact on the financial statements of the Plan. Ultramar Diamond Shamrock Corporation Stock Fund - Funds are invested in the Sponsor's publicly traded common stock. Diamond Shamrock Stock Fund - Funds were invested in Diamond Shamrock Inc. common stock that was publicly traded and listed on the New York Stock Exchange prior to the December 3, 1996 merger. As a result of the merger, this Fund balance was transferred to the Ultramar Diamond Shamrock Stock Fund effective December 3, 1996. Under the New Plan effective April 1, 1998, the Plan recordkeeper, trustee, and investment manager were changed to The Vanguard Group with 11 investment options available to participants as follows: Vanguard Retirement Savings Trust - Funds are invested in investment contracts issued and backed by financial institutions. It also invests in contracts backed by high quality bonds and bond mutual funds owned by the trust. Vanguard Bond Index Fund - Total Bond Market Portfolio - Funds are invested in a sample of bonds from the Lehman Brothers Aggregate Bond Index, an index of U.S. Treasury, federal agency, mortgage-backed, and high quality corporate securities. Vanguard Fixed Income Securities Fund - Long-Term Corporate Portfolio - Funds are invested in a diversified group of long-term bonds issued by corporations with strong credit ratings. Vanguard/Wellington Fund - Funds are invested in a combination of stocks and bonds. Vanguard Index Trust - 500 Portfolio - Funds are invested in the 500 common stocks that make up the Standard & Poor's 500 Composite Stock Price Index. Vanguard/Windsor II - Funds are invested in a diversified group of undervalued stocks of large companies. The stocks generally sell at prices below the overall market average compared to their dividend income and future return potential. Vanguard U.S. Growth Portfolio - Funds are invested in stocks of large, high quality, seasoned U.S. companies with records of exceptional growth and above average prospects for future growth. Vanguard/PRIMECAP Fund - Funds are invested in stocks of companies with above average prospects for continued earnings growth, strong industry positions, and skilled management teams. Vanguard International Growth Portfolio - Funds are invested in stocks of seasoned companies based outside the United States. Vanguard International Value Portfolio - Funds are invested in stocks of large and medium-sized companies based outside of the United States. UDSC Common Stock Fund - Funds are invested in the Sponsor's publicly traded common stock. Transfers Plan participants may elect to transfer the balances in any of the investment options on a daily basis. Payment of Benefits On termination of service, a participant may choose a lump-sum distribution equal to the vested interest of his or her account or may defer receipt of such distribution, depending on the terminated participant's vested account balance. If the vested account balance is less than $3,500, the distribution may not be deferred. If the vested account balance is more than $3,500, the participant may consent to the distribution, or may defer to a later date, not later than the normal retirement date. If the participant takes no action, the distribution will be made at normal retirement date. The NCS Plan provided for the optional form of payment to the participant or beneficiary of the nonforfeitable balance of the participant's account in one hundred twenty equal monthly payments. This optional form of payment shall be available with respect to the NCS Plan participant account balances as of June 30, 1996. Loans and Hardship Withdrawals Participants may borrow up to a maximum of 50% of their total vested account balance, not to exceed $50,000. The minimum loan amount is $1,000. Participants are allowed one loan outstanding at any one time. The loans are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates (i.e., the prime rate, as indicated by the Wall Street Journal plus one percent). Principal and interest are paid ratably through payroll deductions. With the exception of loans obtained for the purchase of a primary residence, the maximum term for participant loans made under the Plan is five years. The term for loans obtained for the purchase of a primary residence is determined at the Plan Administrator's discretion. In the event of hardship, participants may elect to withdraw a portion of their vested account balance, subject to tax penalties and the cessation of elective deferral contributions under certain circumstances. Forfeitures In the event that a participant terminates before becoming 100 percent vested in his or her respective employer contributions, the non-vested employer contribution amounts held in such participant's account are forfeited. If the terminated employee does not take a distribution from the vested portion of his or her account on the termination date, non-vested amounts remaining in the participant's account are deemed forfeitures as of the date on which the participant incurs five consecutive one-year breaks in service. If the terminated employee does take a distribution from the vested portion of his or her account at termination, the non-vested portion of his or her account is determined to be a forfeiture immediately upon termination. Forfeited amounts are used to reduce future employer contributions or defray Plan administrative costs at the earliest opportunity after such amounts become available for use under the Plan. For 1997 and 1996, forfeited amounts used to offset employer contributions and/or administrative expenses were approximately $163,000 and $2,900, respectively. As of December 31, 1997 and 1996, approximately $62,000 and $133,200, respectively, in unused forfeitures remained available for future use. Note 2 - Summary of Accounting Policies: Method of Accounting The Plan's financial statements are prepared on the accrual basis of accounting. Benefits paid to participants are recorded when actually paid. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts in the financial statements and disclosures. Actual results could differ from those estimates. Risks and Uncertainties The Plan provides for various investment options, investment securities, and, in general, is exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant's account balances and amounts presented in the statement of net assets available for benefits. Investments Plan investments, other than the CIGNA Fixed Income Account, are stated at fair value at year end as determined by the trustee. The CIGNA Fixed Income account is valued at its contract value (which represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses), because it is fully benefit responsive. The average yield and crediting interest rates were approximately 6.8% for 1997 and 1996. The crediting interest rate is determined semi-annually and is based upon an agreed-upon formula with the issuer. Contract value approximates market value. The Sponsor stock held in the Plan is valued at its quoted market price at year end. Contributions Employee contributions are recorded on an accrual basis and become Plan assets at the time at which they can practicably be segregated from the general assets of the Sponsor. In no event do such contributions become Plan assets later than the fifteenth business day following the end of the month in which the amounts are contributed by Plan participants or withheld from their paychecks. Party-in-interest Transactions The Plan invests in funds held by the trustee and the registered stock of the Sponsor. With the exception of certain transaction fees paid directly from Plan assets, all administrative expenses of the Plan are paid by the Plan Sponsor. Allocation of Earnings, Gains and Losses Earnings, gains and losses are allocated to the participant accounts daily. The CIGNA Fixed Income Account is credited with interest daily and is guaranteed against loss for both principal and credited interest. Plan investments other than the CIGNA Fixed Income Account are assigned a daily unit value which accounts for increases or decreases in market changes as well as dividends received. Each participant's investment is valued by multiplying the daily unit value by the number of units owned in a particular investment. Net Appreciation (Depreciation) in Fair Value of Investments The Plan's method of accounting for the classification of realized gains and losses and unrealized appreciation (depreciation) of investments is in accordance with the rules enacted by the Department of Labor. The computation of realized gains and losses on the disposition of securities is based on the fair value (rather than historical cost) of Plan assets at the beginning of the year or at the time of purchase if purchased during the year, compared to the sale price of the investment. In addition, the computation of unrealized appreciation (depreciation) of investments is based on the difference, if any, between fair value at the beginning of the year plus current year purchases compared to fair value at the end of the year. Note 3 - Plan Termination: Although it has not expressed any intent to do so, except for the merger of the Plan into the New Plan (as discussed in Note 1), the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their accounts. Note 4 - Reconciliation of Financial Statements to Form 5500: The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: December 31, 1997 1996 Net assets available for benefits per the financial statements $35,373,346 $26,490,830 Less amounts allocated to withdrawing participants 9,312 0 ----------- ----------- Net assets available for benefits per the Form 5500 $35,364,034 $26,490,830 =========== =========== The following is a reconciliation of benefits paid to participants per the financial statements to the Form 5500: Year ended December 31, 1997 Benefits paid to participants per the financial statements $ 3,245,371 Add: Amounts allocated to withdrawing participants at December 31, 1997 9,312 Less: Amounts allocated to withdrawing participants at December 31, 1996 0 ----------- Benefits paid to participants per the Form 5500 $ 3,254,683 =========== Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not yet paid as of that date. Note 5 - Tax Status: The Internal Revenue Service has determined and informed the Sponsor by a letter dated June 12, 1995, that the Plan and related trust are designed in accordance with applicable sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with applicable requirements of the IRC.
Schedule I ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES December 31, 1997 Number of Identity of Issue Description of Investment Units/Shares Cost Current Value ----------------- ------------------------- ------------ ---- ------------- * Connecticut General Life Insurance Company CIGNA Fixed Income Account 361,328 units $11,662,332 $11,662,332 * Connecticut General Life Insurance Company CIGNA Lifetime 20 Fund 13,039 units 190,679 219,134 * Connecticut General Life Insurance Company CIGNA Lifetime 30 Fund 18,286 units 260,726 305,507 * Connecticut General Life Insurance Company CIGNA Lifetime 40 Fund 18,405 units 254,855 298,093 * Connecticut General Life Insurance Company CIGNA Lifetime 50 Fund 9,788 units 135,808 155,588 * Connecticut General Life Insurance Company CIGNA Lifetime 60 Fund 1,988 units 25,705 29,014 * Connecticut General Life Insurance Company CIGNA Balanced Account 5,432 units 118,650 139,393 * Connecticut General Fidelity Advisor Income Life Insurance Company and Growth Account 212,054 units 4,482,953 5,826,443 * Connecticut General Fidelity Advisor Growth Life Insurance Company Opportunities Account 68,201 units 3,011,508 4,222,270 * Connecticut General Fidelity Advisor Strategic Life Insurance Company Opportunities Account 68,299 units 2,519,963 3,266,740 * Connecticut General INVESCO Industrial Income Life Insurance Company Account 15,515 units 284,903 337,543 * Connecticut General Twentieth Century Ultra Life Insurance Company Account 33,012 units 1,107,377 1,286,194 * Connecticut General Warburg Pincus Emerging Life Insurance Company Growth Account 49,472 units 1,816,934 2,247,883 * Connecticut General Warburg Pincus International Life Insurance Company Equity Account 9,791 units 229,358 217,651 * Connecticut General CIGNA Stock Market Life Insurance Company Index Account 20,454 units 847,994 984,688 * Ultramar Diamond Shamrock Corporation 401(k) Ultramar Diamond Shamrock Retirement Savings Plan Corporation - Common Stock, 38,532 shares 1,226,954 1,228,212 $0.01 par value * Ultramar Diamond Shamrock Corporation 401(k) Participant Loans - Pooled Retirement Savings Plan notes at interest rates - - 1,635,749 ranging from 7% to 10% --------- ---------- $28,176,699 $34,062,434 ========== ============ * Party-in-interest to the Plan.
Schedule II ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN ITEM 27b - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS December 31, 1997 Amount received Original during reporting year amount Unpaid Identity and address of balance at of obligor loan Principal Interest end of year Description of loan - -------------------------- ---- --------- -------- ----------- -------------------- Promissory note made 2/97, maturing 2/2000, Arnitta K. Bridges, bearing interest at 9.25% per annum, 15216 N. Brentwood #7 collateralized by vested account balance Channelview, TX 77530 $ 2,041.81 $ 458.67 $ 126.33 $ 1,583.14 under the Plan ($4,288.75 as of 12/31/97) Promissory note made 2/97, maturing 2/2002, James R. Brock bearing interest at 9.25% per annum, 606 Amaryllis collateralized by vested account balance under Cedar Park, TX 78613 21,000.00 1,328.35 860.75 19,671.65 the Plan ($31,289.96 as of 12/31/97) Promissory note made 10/96, maturing 11/2001, Desiree R. Cole bearing interest at 9.25% per annum, 1110 Maple Creek collateralized by vested account balance under Laporte, TX 77571 1,600.00 217.80 112.87 1,362.78 the Plan ($3,150.90 asof 12/31/97) Promissory note made 12/96, maturing 2/98, Andrea Espinoza bearing interest at 9.25% per annum, 323 Montrose collateralized by vested account balance under San Antonio, TX 78223 1,200.00 801.66 53.96 398.34 the Plan ($7,179.17 as of 12/31/97) Promissory note made 4/97, maturing 4/2002, Pedro H. Gonzales bearing interest at 9.25% per annum, 2539 Quintana collateralized by vested account balance San Antonio, TX 78211 5,300.00 477.28 261.64 4,822.72 under the Plan ($8,183.80 as of 12/31/97) Promissory note made 12/96, maturing 12/97, Bruce Hays bearing interest at 9.25% per annum, 30922 North Head Dr. collateralized by vested account balance under Spring, TX 77386 2,467.00 2,219.61 116.76 247.39 the Plan ($8,879.08 as of 12/31/97) Promissory note made 11/96, maturing 5/98, Darryl E. Hopkins bearing interest at 9.25% per annum, 14721 Whitecap Blvd. #189 collateralized by vested account balance under Corpus Christi, TX 78418 1,819.26 703.23 88.03 1,116.03 the Plan ($6,451.29 as of 12/31/97) Promissory note made 12/96, maturing 1/2002, Linda L. Leddy bearing interest at 9.25% per annum, 7665 Dahlen collateralized by vested account balance under Ft. Worth, TX 76116 1,978.00 5.99 3.52 1,972.01 the Plan ($2,389.57 as of 12/31/97) Promissory note made 7/97, maturing 8/98, Raymond S. Libby bearing interest at 9.5% per annum, 2109 Muroc #102 collateralized by vested account balance under Austin, TX 78757 1,200.00 338.32 29.25 861.68 the Plan ($3,397.24 as of 12/31/97) Promissory note made 4/96, maturing 5/98, Cynthia Maneely bearing interest at 9.25% per annum, Route 1 Box 1693 collateralized by vested account balance under Centerville, TX 75833 2,203.00 822.86 82.72 765.56 the Plan ($8,416.83 as of 12/31/97) Promissory note made 2/97, maturing 2/98, Betty Ann Masterson bearing interest at 9.25% per annum, 201 Creekview Dr. #202 collateralized by vested account balance under Garland, TX 75043 1,000.00 701.95 43.60 298.05 the Plan ($2,591.98 as of 12/31/97) Promissory note made 3/97, maturing 3/2002, O. C. Metheney bearing interest at 9.25% per annum, 318 Rock Port collateralized by vested account balance under Canyon Lake, TX 78313 4,000.00 171.58 97.64 3,828.42 the Plan ($7,434.17 as of 12/31/97) Promissory note made 10/96, maturing 10/98, Patricia A. Nichols bearing interest at 9.25% per annum, 13522 Knottinghill Drive collateralized by vested account balance under Sugarland, TX 77478 2,500.00 1,153.68 160.77 1,203.23 the Plan ($17,465.46 as of 12/31/97) Promissory note made 11/96, maturing 11/2000, Roy T. Zepeda bearing interest at 9.25% per annum, 1028 Merrill collateralized by vested account balance under Houston, TX 77009 4,900.00 1,000.15 381.65 3,860.85 the Plan ($11,382.99 as of 12/31/97) Identity and address Amount overdue of obligor Principal Interest - -------------------------- --------- -------- Arnitta K. Bridges 15216 N. Brentwood #7 Channelview, TX 77530 $ 1,583.14 $ 15.80 James R. Brock 606 Amaryllis Cedar Park, TX 78613 19,671.65 800.04 Desiree R. Cole 1110 Maple Creek Laporte, TX 77571 1,362.78 32.43 Andrea Espinoza 323 Montrose San Antonio, TX 78223 398.34 6.94 Pedro H. Gonzales 2539 Quintana San Antonio, TX 78211 4,822.72 81.9 Bruce Hays 30922 North Head Dr. Spring, TX 77386 247.39 1.16 Darryl E. Hopkins 14721 Whitecap Blvd. #189 Corpus Christi, TX 78418 1,116.03 33.33 Linda L. Leddy 7665 Dahlen Ft. Worth, TX 76116 1,972.01 137.35 Raymond S. Libby 2109 Muroc #102 Austin, TX 78757 61.68 9.68 Cynthia Maneely Route 1 Box 1693 Centerville, TX 75833 765.56 18.30 Betty Ann Masterson 201 Creekview Dr. #202 Garland, TX 75043 298.05 3.19 O. C. Metheney 318 Rock Port Canyon Lake, TX 78313 3,828.42 180.42 Patricia A. Nichols 13522 Knottinghill Drive Sugarland, TX 77478 1,203.23 19.64 Roy T. Zepeda 1028 Merrill Houston, TX 77009 3,860.85 75.75
Schedule III ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS For the Year Ended December 31, 1997 Current Identity of party Description of Purchase Selling Cost of value involved asset Price Price Asset of asset Net gain - ----------------- ------------------ ---------- ---------- ----------- ---------- -------- Connecticut General Life CIGNA Fixed Insurance Company Income Account $3,925,751 N/A $3,925,751 $3,925,751 $ 0 Connecticut General Life CIGNA Fixed Insurance Company Income Account N/A $2,820,410 2,820,410 2,820,410 0 Connecticut Fidelity Advisor General Life Income and Growth Insurance Company Account 1,093,222 N/A 1,093,222 1,093,222 0 Connecticut Fidelity Advisor General Life Income and Growth Insurance Company Account N/A 1,375,601 1,136,475 1,375,601 239,126 Connecticut Fidelity Advisor General Life Growth Opportuni- Insurance Company ties Account 1,391,634 N/A 1,391,634 1,391,634 0 Connecticut Fidelity Advisor General Life Growth Opportuni- Insurance Company ties Account N/A 715,684 543,771 715,684 171,913 Connecticut Fidelity Advisor General Life Strategic Oppor- Insurance Company tunities Account 819,784 N/A 819,784 819,784 0 Connecticut Fidelity Advisor General Life Strategic Oppor- Insurance Company tunities Account N/A 783,479 666,511 783,479 116,968 NOTE: This schedule is a listing of investment transactions in the same security which exceeded 5% of market value of the Plan as of the beginning of the Plan year. The purchase price and selling price are net of related transaction expenses.
SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ULTRAMAR DIAMOND SHAMROCK CORPORATION 401(k) RETIREMENT SAVINGS PLAN DATE: June 25, 1998 /S/Penelope Viteo Member, Employee Benefits Committee and Vice President, Ultramar Diamond Shamrock Corporation INDEX EXHIBIT The following documents are exhibits to this Form 11-K: Exhibit Sequentially Number Document Numbered Page - ------- -------- ------------- 23-1 Consent of Arthur Andersen LLP 23-2 Consent of Price Waterhouse LLP EX-23.1 2 ARTHUR ANDRESEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement of Ultramar Diamond Shamrock Corporation on Form S-8 (No. 333-27701 and any existing amendments thereto) of our report dated June 25, 1998, appearing on page 4 of this Form 11-K for the year ended December 31, 1997. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP San Antonio, Texas June 25, 1998 EX-23.2 3 PRICE WATERHOUSE LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement of Ultramar Diamond Shamrock Corporation on Form S-8 (No. 333-27701 and any existing amendments thereto) of our report dated June 24, 1997, as it pertains to the financial statements as of and for the year ended December 31, 1996 of the Ultramar Diamond Shamrock Corporation 401(k) Retirement Savings Plan, appearing on page 4 of this Form 11-K for the year ended December 31, 1997. /s/ PRICE WATERHOUSE LLP Houston, Texas June 22, 1998 -----END PRIVACY-ENHANCED MESSAGE-----