SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) May 6, 2001
ULTRAMAR DIAMOND SHAMROCK CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11154 13-3663331
(State of (Commission File (IRS Employer
Incorporation) Number) Identification No.)
6000 North Loop 1604 West 78249-1112
(Address of Principal Executive (Zip Code)
Offices)
(210) 592-2000
(Registrant's Telephone Number,
Including Area Code)
Item 5. Other Events
On May 7, 2001, Valero Energy Corporation ("Valero") and
Ultramar Diamond Shamrock Corporation ("UDS") issued a joint press release
announcing that Valero and UDS entered into an agreement and plan of merger (the
"Merger Agreement"), dated as of May 6, 2001, pursuant to which UDS will merger
with and into Valero (the "Merger"), and held an investor presentation relating
to the Merger. A copy of the Merger Agreement is attached hereto as Exhibit 2.1,
a copy of the press release is attached hereto as Exhibit 99.1 and a copy of the
transaction summary presented at the investor presentation is attached hereto as
Exhibit 99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
(not applicable)
(b) Pro Forma Financial Information
(not applicable)
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of May 6,
2001, by and between Valero Energy Corporation and
Ultramar Diamond Shamrock Corporation
99.1 Joint Press Release, issued on May 7, 2001 by
Valero Energy Corporation and Ultramar Diamond
Shamrock Corporation (incorporated by reference to
Ultramar Diamond Shamrock Corporation's filing
pursuant to Rule 425 of the Securities Act of 1933,
as amended, filed May 7, 2001)
99.2 Transaction Summary, disseminated on May 7, 2001 by
Ultramar Diamond Shamrock Corporation (incor-
porated by reference to Ultramar Diamond Shamrock
Corporation's filing pursuant to Rule 425 of the
Securities Act of 1933, as amended,
filed May 7, 2001)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Ultramar Diamond Shamrock Corporation has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
ULTRAMAR DIAMOND SHAMROCK CORPORATION
By: /s/ Todd Walker
Todd Walker
Corporate Secretary
Date: May 10, 2001
Index of Exhibits
2.1 Agreement and Plan of Merger, dated as of May 6,
2001, by and between Valero Energy Corporation and
Ultramar Diamond Shamrock Corporation
99.1 Joint Press Release, issued on May 7, 2001 by
Valero Energy Corporation and Ultramar Diamond
Shamrock Corporation (incorporated by reference to
Ultramar Diamond Shamrock Corporation's filing
pursuant to Rule 425 of the Securities Act of 1933,
as amended, filed May 7, 2001)
99.2 Transaction Summary, disseminated on May 7, 2001 by
Ultramar Diamond Shamrock Corporation (incor-
porated by reference to Ultramar Diamond Shamrock
Corporation's filing pursuant to Rule 425 of the
Securities Act of 1933, as amended,
filed May 7, 2001)