Registration No. 33-59025
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.
LONG-TERM INCENTIVE 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)
In accordance with Rule 429 of the General Rules and Regulations under
the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to Form S-8 relates to shares of Common Stock covered by Form S-8
Registrations Statements Nos. 33-34306, 33-47761 and 33-59025.
This Post-Effective Amendment No. 1 to Form S-8 is being filed to
include, as Exhibit 4.1 to the above three registrations, the text of
Diamond Shamrock, Inc. Long-Term Incentive Plan, as amended effective
May 2, 1995.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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
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).*
5.1 Opinion of Timothy J. Fretthold, Esq. with respect to the
legality of the Company's securities being registered.**
23.1 Consent of Price Waterhouse LLP.**
23.2 Consent of Timothy J. Fretthold, Esq. (included in Exhibit
5.1).**
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. 33-59025.
***Powers of Attorney of directors and officers of the Company were
previously filed as part of Registration Statements Nos. 33-34306, 33-47761
(and Amendment No. 1 thereto), and 33-59025, except those 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 22 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 22, 1995
and Chief Executive
Officer
*R.C. BECKER Vice President and December 22, 1995
Treasurer (Principal
Financial Officer)
*GARY E. JOHNSON Vice President and December 22, 1995
Controller(Principal
Accounting Officer)
*B. CHARLES AMES Director December 22, 1995
*E. GLENN BIGGS Director December 22, 1995
*W.E. BRADFORD Director December 22, 1995
*LAURO F. CAVAZOS Director December 22, 1995
*W.H. CLARK Director December 22, 1995
*WILLIAM L. FISHER Director December 22, 1995
*BOB MARBUT Director December 22, 1995
*KATHERINE D. ORTEGA Director December 22, 1995
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.
and each of the above-named officers and directors of Diamond Shamrock, Inc.
pursuant to powers of attorney executed on behalf of the Company and each of
such officers and directors.
*By: /s/ Timothy J. Fretthold
Attorney-in-fact
December 22, 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).*
5.1 Opinion of Timothy J. Fretthold, Esq. with respect to the legality
of the Company's securities being registered.**
23.1 Consent of Price Waterhouse LLP.**
23.2 Consent of Timothy J. Fretthold, Esq. (included in Exhibit 5.1).**
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. 33-59025.
*** Powers of Attorney of directors and officers of the Company were
previously filed as part of Registration Statement No. 33-34306, 33-47761
(and Amendment No. 1 thereto), and 33-59025, except those filed herewith.
W2754A.LW