EXHIBIT 99.1 TOTAL ACQUISITION AND PRO FORMA FINANCIAL DATA On April 15, 1997, UDS (the "Company") entered into a definitive Arrangement Agreement (the "Arrangement") to acquire Total Petroleum (North America) Ltd. ("Total"), a Denver, Colorado based...Arrangement Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining
On April 15, 1997, UDS (the "Company") entered into a definitive Arrangement Agreement (the "Arrangement") to acquire Total Petroleum (North America) Ltd. ("Total"), a Denver, Colorado based petroleum refining and marketing company. The Agreement provides for the issuance of 0.322 shares of UDS Common Stock for each outstanding share of Total Common Stock. The Company expects to issue approximately 13.0 million shares of UDS Common Stock and will assume approximately $490.0 million of Total debt. The transaction is subject to the approval of Total shareholders, completion of due diligence and customary approvals, including approval by the Federal Trade Commission (the "FTC") under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). The Company has made the requisite initial filing with the FTC under the HSR Act with respect to the proposed Total transaction. The FTC had made a request for additional information from the Company concerning such transaction, which t
ARTICLE II TRUST INDENTURE ACTTrust Preferred Securities Guarantee Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
EXHIBIT 4.2 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • Delaware
EXHIBIT 4.7 PARTNERSHIP PREFERRED SECURITIES GUARANTEE AGREEMENT UDS Funding I, L.P. Dated as of June 25, 1997 TABLE OF CONTENTSPartnership Preferred Securities Guarantee Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
EXHIBIT 1.1 ULTRAMAR DIAMOND SHAMROCK CORPORATION (a Delaware corporation) UDS FUNDING I, L.P. (a Delaware limited partnership) UDS CAPITAL I (a Delaware business trust) 8,000,000 Trust Preferred Securities 8.32% Trust Originated Preferred Securities...Purchase Agreement • July 18th, 1997 • Ultramar Diamond Shamrock Corp • Petroleum refining • New York
