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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
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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
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R. C. Becker,
Vice President and Treasurer
Accepted as of the date hereof:
NATWEST CAPITAL MARKETS LIMITED
By: /s/ Andrew Pelling
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Board Member
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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
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NAME AND ADDRESS OF SOLE UNDERWRITER:
NatWest Capital Markets Limited
135 Bishopsgate
London, England EC2M 3UR
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