Registration No. 33-50573
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
DIAMOND SHAMROCK, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2456753
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
9830 Colonnade Boulevard
San Antonio, Texas 78230
(Address of Principal Executive (Zip Code)
Offices)
DIAMOND SHAMROCK, INC.
401(K) RETIREMENT SAVINGS PLAN
(Full title of the plan)
Timothy J. Fretthold
Senior Vice President/Group Executive
and General Counsel
9830 Colonnade Boulevard
San Antonio, Texas 78230
(Name and address of agent for service)
(210) 641-6800
(Telephone number, including area code, of agent for service)
This Post-Effective Amendment No. 1 to Form S-8 is being filed to include, as
Exhibit 4.1, the signed Diamond Shamrock, Inc. 401(k) Retirement Savings Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
4.1 Diamond Shamrock, Inc.401(k) Retirement Savings Plan.
4.2 Rights Agreement between the Company and Ameritrust Company,
National Association, as Rights Agent, dated March 6, 1990
(Exhibit 2 to the Company's Form 8-A Registration Statement
dated March 6, 1990 (the "Form 8-A")).*
4.3 Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Form 10 Registration Statement No. 1-9409 (the "Form
10")), as amended by a Certificate of Designations Establishing
$2.00 Convertible Exchangeable Preferred Stock (an amended form
of which is Exhibit 4.3 to the Company's Form S-1 Registration
Statement No. 33-21991) and by a Certificate of Designations
Establishing Series A Junior Participating Preferred Stock (a
form of which is Exhibit 3 to the Company's Form 8-A).*
4.4 By-laws of the Company (Exhibit 3.2 to the Form 10).*
15.1 Independent Accountants' Awareness Letter.**
23.1 Consent of Price Waterhouse LLP.**
24.1 Powers of Attorney of directors and officers of the Company.***
24.2 Certificate regarding resolutions of the Board of Directors of
the Company.**
* Each document marked by an asterisk is incorporated herein by reference
to the designated document previously filed with the Commission.
**Each document marked by two asterisks was previously filed as part of
Registration Statement No. 33-50573.
***Powers of Attorney of directors and officers of the Company were
previously filed as part of Registration Statement No. 33-50573, except
for the ones filed herewith.
SIGNATURES
Pursuant to the requirements of the 1933 Act, the Company certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of San Antonio, Texas, on the 12th day of December, 1995.
DIAMOND SHAMROCK, INC.
By: * R.R. Hemminghaus
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the 1933 Act, this Post-Effective Amendment No.
1 to Form S-8 has been signed by the following persons in the capacities and on
the date indicated:
Signature Title Date
*R.R. Hemminghaus Chairman of the Board December 12, 1995
and Chief Executive
Officer
*R.C. Becker Vice President and December 12, 1995
Treasurer (Principal
Financial Officer)
*Gary E. Johnson Vice President and December 12, 1995
Controller(Principal
Accounting Officer)
*B. Charles Ames Director December 12, 1995
*E. Glenn Biggs Director December 12, 1995
*W.E. Bradford Director December 12, 1995
*Lauro F. Cavazos Director December 12, 1995
*W.H. Clark Director December 12, 1995
*William L. Fisher Director December 12, 1995
*Bob Marbut Director December 12, 1995
*Katherine D. Ortega Director December 12, 1995
Pursuant to the requirements of the Securities Act of 1933, the Diamond
Shamrock, Inc. Employee Benefits Committee has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, Texas, on December 12, 1995.
DIAMOND SHAMROCK, INC.
401(K) RETIREMENT SAVINGS PLAN
By: *William R. Klesse
Chairman, Diamond Shamrock, Inc.
Employee Benefits Committee
Timothy J. Fretthold, by signing his name hereto, does hereby sign this
Post-Effective Amendment No. 1 to Form S-8 on behalf of Diamond Shamrock, Inc.,
the Diamond Shamrock, Inc. Employee Benefits Committee, and each of the above-
named officers and directors of Diamond Shamrock, Inc. pursuant to powers of
attorney executed on behalf of the Company, the chairman of the Committee, and
each of such officers and directors.
*By: /s/ TIMOTHY J. FRETTHOLD
Timothy J. Fretthold
Attorney-in-fact
December 12, 1995
INDEX TO EXHIBITS
Exhibit
No.
Exhibit
4.1 Diamond Shamrock, Inc. Long-Term Incentive Plan, as amended effective
May 2, 1995.
4.2 Rights Agreement between the Company and Ameritrust Company, National
Association, as Rights Agent, dated March 6, 1990 (Exhibit 2 to the
Company's Form 8-A Registration Statement dated March 6, 1990 (the
"Form 8-A")).*
4.3 Certificate of Incorporation of the Company (Exhibit 3.1 to the
Company's Form 10 Registration Statement No. 1-9409 (the "Form 10")),
as amended by a Certificate of Designations Establishing $2.00
Convertible Exchangeable Preferred Stock (an amended form of which is
Exhibit 4.3 to the Company's Form S-1 Registration Statement No.
33-21991) and by a Certificate of Designations of Series A Junior
Participating Preferred Stock (a form of which is Exhibit 3 to the
Company's Form 8-A).*
4.4 By-laws of the Company (Exhibit 3.2 to the Form 10).*
15.1 Independent Accountants Awareness Letter.**
24.1 Powers of Attorney of directors and officers of the Company.***
24.2 Certificate regarding resolutions of the Board of Directors of the
Company.**
________________________________________________________________________
* Each document marked by an asterisk is incorporated herein by
reference to the designated document previously filed with the
Commission.
** Each document marked by two asterisks was previously filed as part
of Registration Statement No. 33-50573.
*** Powers of Attorney of directors and officers of the Company were
previously filed as part of Registration Statement No. 33-50573,
except for the one filed herewith.
W2788.LW