Item 1. Business
UDS Capital I
UDS Capital I (the Trust) is a statutory business trust formed on June 5, 1997. On June 25, 1997, the Trust issued 8,000,000 shares of 8.32% Trust Originated Preferred Securities (TOPrS), with a $25.00 liquidation amount per security, in an underwritten public offering. Also on June 25, 1997, Ultramar Diamond Shamrock Corporation (the Company) purchased 247,440 shares of 8.32% Trust Common Securities (the Common Securities and together with the TOPrS, the Trust Securities), which have a $25.00 liquidation amount per security and represent 3% of the total equity of the Trust.
The Trust used the proceeds from the issuance of the Trust Securities to purchase the Preferred Securities of UDS Funding I, L.P. (the Partnership). Accordingly, the assets of the Trust consist solely of the Preferred Securities. The Trust exists for the exclusive purposes of: o issuing the Trust Securities representing ownership interests in the assets of the Trust, o investing in the Preferred Securities, and o engaging in only those other activities necessary or incidental thereto.
There are four Trustees of the Trust: o two Trustees are individuals who are officers of the Company, o the Property Trustee is The Bank of New York, and o the Delaware Trustee is The Bank of New York (Delaware).
The Property Trustee holds title to the Preferred Securities for the benefit of the holders of the Trust Securities.
Holders of the TOPrS are entitled to receive cumulative cash distributions accumulating from the date of issuance and payable quarterly in arrears on each March 31, June 30, September 30, and December 31, at an annual rate of 8.32% of the liquidation amount of $25.00 per TOPrS (equivalent to $2.08 per TOPrS per annum) if and when the Trust has the funds available for payment. The ability of the Trust to pay distributions on the TOPrS is entirely dependent on its receipt of corresponding distributions from the Preferred Securities.
The Company has irrevocably guaranteed, on a subordinated basis, the payment of all distributions and other payments on the TOPrS to the extent funds are legally available.
UDS Funding I, L.P.
The Partnership is a limited partnership formed on June 5, 1997. On June 25, 1997, the Partnership issued 8,247,440 securities of 8.32% Preferred Securities, with a $25.00 liquidation preference per security, to the Trust, the Partnership's limited partner. Also on June 25, 1997, the Company made a capital contribution to the Partnership for its general partner interest. The Company is the sole General Partner of the Partnership.
The Partnership is managed by the General Partner and exists for the exclusive purposes of: o issuing its partnership interests, o investing in certain eligible securities of the Company and eligible debt securities of non-affiliated entities, and o engaging in only those other activities necessary or incidental thereto.
To the extent that aggregate payments to the Partnership on its investments exceed distributions accumulated or payable with respect to the Preferred Securities, the Partnership may at times have excess funds which shall be allocated to and may, in the General Partner's sole discretion, be distributed to the General Partner.
So long as the Preferred Securities remain outstanding, the General Partner agrees to: o remain the sole general partner of the Partnership and to maintain directly 100% ownership of the General Partner's interest in the Partnership, which interest will at all times represent at least 1% of the total capital of the Partnership, o cause the Partnership to remain a limited partnership and not to voluntarily dissolve, liquidate, wind-up or be terminated, except as permitted by the Limited Partnership Agreement, and o use its efforts to ensure that the Partnership will not be: o an investment company for purposes of the 1940 Act or o an association or a publicly traded partnership taxable as a corporation for United States Federal income tax purposes.
The Partnership used the proceeds from the Preferred Securities and capital contribution to purchase subordinated debentures of the Company and two wholly-owned subsidiaries of the Company (the Debentures). In addition, the Partnership purchased certain eligible debt securities representing 1% of the total assets of the Partnership in fixed maturity securities of the United States government or its agencies (Eligible Debt Securities). The Debentures have a term of 20 years and bear interest at 8.32% per annum. The Debentures are redeemable on or after June 30, 2002 at the option of the Company and its subsidiaries, in whole or in part. The interest payment dates on the Debentures correspond to the distribution payment dates on the Preferred Securities.
Holders of the Preferred Securities are entitled to receive cumulative cash distributions accumulating from the date of issuance and payable quarterly in arrears on each March 31, June 30, September 30, and December 31, at an annual rate of 8.32% of the liquidation amount of $25.00 per security (equivalent to $2.08 per security per annum) if and when declared by the General Partner in its sole discretion when funds are legally available for payment. The ability of the Partnership to pay distributions on the Preferred Securities is dependent on its receipt of payments from the Debentures and Eligible Debt Securities.
The Preferred Securities are redeemable for cash, at the option of the Partnership, in whole or in part, from time to time, after June 30, 2002 at an amount per preferred security equal to $25.00 plus accumulated and unpaid distributions. Upon the redemption of the Preferred Securities, the TOPrS will be redeemed, in whole or in part.
The Company has irrevocably guaranteed, on a subordinated basis, the payment of distributions due on the Preferred Securities, and the payments upon liquidation of the Partnership or the redemption of the Preferred Securities to the extent funds are legally available.
The location of the principal executive offices of the Company, the Trust, and the Partnership is c/o Ultramar Diamond Shamrock Corporation, 6000 North Loop 1604 West, San Antonio, Texas 78249-1112 and the telephone number is (210) 592-2000.
Item 2.
Item 2. Properties
None.
Item 3.
Item 3. Legal Proceedings
Neither the Trust nor the Partnership knows of any material legal proceedings involving the Trust or the Partnership.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of holders of any securities of the Trust or the Partnership during the year ended December 31, 2000.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Market Information
There is no established public market for the Common Securities of the Trust or the general partnership interest in the Partnership.
Since June 25, 1997, the 8.32% TOPrS of the Trust have been listed on the New York Stock Exchange under the symbol "UDS-PA". The table below shows the high and low sales prices on the New York Stock Exchange for the 8.32% TOPrS and the quarterly cash dividends paid:
Sales Price Cash High Low Dividends Year 2000 4th quarter $ 23.56 $ 21.88 $ 0.52 3rd quarter 23.88 20.19 0.52 2nd quarter 20.94 19.00 0.52 1st quarter 21.13 18.50 0.52
Year 1999 4th quarter $ 22.50 $ 20.38 $ 0.52 3rd quarter 24.50 20.63 0.52 2nd quarter 25.13 24.44 0.52 1st quarter 25.50 24.75 0.52
Holders
The Company owns all of the Common Securities of the Trust and all of the general partnership interest in the Partnership.
As of February 15, 2001, there were 8,000,000 TOPrS outstanding which were held by at least 100 beneficial owners.
Dividends
The Company, as holder of the Common Securities of the Trust, is entitled to receive cumulative cash distributions accumulating from June 25, 1997 and payable quarterly in arrears on each March 31, June 30, September 30, and December 31, at an annual rate of $514,675. Distributions not paid on scheduled payment dates will accumulate and compound quarterly at a rate per annum equal to 8.32%. The Limited Partnership Agreement does not require any periodic distributions to be made to the General Partner; however, to the extent that aggregate payments to the Partnership on the Debentures and Eligible Debt Securities exceed distributions accumulated or payable with respect to the Preferred Securities, the Partnership may at times have excess funds which shall be allocated to and may, in the General Partner's sole discretion, be distributed to the General Partner.
The Trust expects to continue to pay quarterly distributions on the TOPrS at a rate of $0.52 per TOPrS to the extent the Trust has funds available for the payment of such distributions.
Item 6.
Item 6. Selected Financial Data
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The Trust is a statutory business trust , which exists for the exclusive purposes of: o issuing the 8.32% TOPrS and the Common Securities of the Trust, o investing in the 8.32% Preferred Securities issued by the Partnership, and o engaging in only those other activities necessary or incidental thereto.
The Partnership is a limited partnership, which exists for the exclusive purposes of: o issuing its partnership interests, o investing in certain eligible securities of the Company and wholly-owned subsidiaries of the Company and eligible debt securities of non-affiliated entities, and o engaging in only those activities necessary or incidental thereto.
The Company is the General Partner and the Trust is the Limited Partner of the Partnership. The Partnership is managed by the General Partner.
On June 25, 1997, the Trust issued the TOPrS and Common Securities for total proceeds of $200,000,000 and $6,186,000, respectively, and invested those proceeds into Preferred Securities of the Partnership. The Trust made quarterly distribution payments on the TOPrS and Common Securities and received funds from the Partnership of equivalent amounts as summarized below:
On June 25, 1997, the Partnership issued the Preferred Securities and the general partner interest for total proceeds of $206,186,000 and $36,386,000, respectively, and invested those proceeds into the subordinated debentures of the Company and wholly-owned subsidiaries of the Company totaling $240,146,000. In addition, the Partnership invested approximately $2,400,000 in Eligible Debt Securities and other investments. The Partnership made quarterly distribution payments on the Preferred Securities and general partner interest, and received funds from the Company, wholly-owned subsidiaries of the Company and investment issuers of approximately the same amounts. Net income from debentures and other investments and distributions to the General Partner and the Limited Partner is summarized below:
The Company provides, at no cost, all computer and administrative support necessary to process the activities of the Trust and the Partnership.
The impact of inflation has slowed in recent years and is not expected to have a significant effect on the Trust or the Partnership as their activities are fixed, based on the investments owned and the distribution requirements of the equity ownership interest in the related entities.
Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," which amends SFAS No. 133. SFAS No. 133 and No. 138 establish accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The Trust and the Partnership adopted these standards effective January 1, 2001 and there was no impact as the Trust and the Partnership do not hold or trade derivative instruments.
In September 2000, the FASB issued FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a Replacement of FASB Statement No. 125." FASB Statement No. 140 revises the standards for accounting for securitizations and other transfers of financial assets and collateral and requires certain disclosures, but it carries over most of FASB Statement No. 125's provisions without reconsideration. Except as otherwise provided, Statement No. 140 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after March 31, 2001. The Statement shall be applied prospectively; earlier or retroactive application of this statement is not permitted. We have reviewed the requirements of Statement No. 140 and will adopt the statement effective April 1, 2001. Management believes there will be no effect to the Trust's or Partnership's financial position or results of operation as a result of implementation of this statement.
Certain Forward Looking Statements
This Annual Report on Form 10-K contains certain "forward-looking" statements as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934 and information relating to the Trust, the Partnership or the Company and its subsidiaries that are based on the beliefs of management as well as assumptions made by and information currently available to management. When used in this Annual Report, the words "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to the Trust, the Partnership, the Company or its subsidiaries or management, identify forward-looking statements. Such statements reflect the current views of management with respect to future events and are subject to certain risks, uncertainties and assumptions relating to the operations and results of operations, including as a result of competitive factors and pricing pressures, shifts in market demand and general economic conditions and other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results or outcomes may vary materially from those described herein as anticipated, believed, estimated, expected, or intended.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Neither the Trust nor the Partnership have entered into any transactions using derivative financial instruments or derivative commodity instruments. The Company's management believes that the Trust's and Partnership's exposure to market risk associated with other investments is not material.
Item 8.
Item 8. Financial Statements and Supplementary Data
Report of Independent Public Accountants
To UDS Capital I:
We have audited the accompanying balance sheets of UDS Capital I, a Delaware business trust (the Trust) as of December 31, 2000 and 1999, and the related statements of income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UDS Capital I as of December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
San Antonio, Texas February 15, 2001
See accompanying notes to financial statements.
See accompanying notes to financial statements.
See accompanying notes to financial statements.
See accompanying notes to financial statements.
UDS CAPITAL I NOTES TO FINANCIAL STATEMENTS December 31, 2000, 1999 and 1998
NOTE 1: Summary of Significant Accounting Policies
Basis of Presentation: UDS Capital I (the Trust) is a statutory business trust formed on June 5, 1997 for the exclusive purposes of: o issuing the Trust Originated Preferred Securities (TOPrS) and the Trust Common Securities (the Common Securities and together with the TOPrS, the Trust Securities) representing undivided beneficial ownership interests in the assets of the Trust, o purchasing Partnership Preferred Securities (the Preferred Securities) representing the limited partnership interests of UDS Funding I, L.P. (the Partnership) with the proceeds from the sale of the Trust Securities, and o engaging in only those other activities necessary or incidental thereto. The Trust has a perpetual existence, subject to certain termination events.
The Trust and Partnership are wholly-owned subsidiaries of Ultramar Diamond Shamrock Corporation (the Company) and all expenses related to the operations of the Trust and the Partnership are paid for by the Company. Two Trustees, who manage the Trust, are officers of the Company.
Cash: The Trust maintains minimal cash balances, as all income received on the Preferred Securities is distributed immediately.
Investments: The investment in Preferred Securities represents the limited partnership interest in the Partnership, and is recorded at cost. The carrying value of the investment approximates its fair value. Income on the investment is accrued when earned.
Income Taxes: The Trust is classified as a grantor trust for U.S. Federal income tax purposes. Accordingly, the Trust does not incur any income tax liabilities. Such liabilities are incurred directly by the security holders.
Use of Estimates: The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates, including those related to investment values, based on currently available information. Changes in facts and circumstances may result in revised estimates.
NOTE 2: Investment in UDS Funding I, L.P. Preferred Securities
On June 25, 1997, the Trust purchased 8,247,440 8.32% Preferred Securities with a $25.00 liquidation preference per security from the Partnership. The Company is the General Partner of the Partnership. The Preferred Securities are redeemable on or after June 30, 2002 at the option of the Partnership, in whole or in part, at a redemption price equal to $25.00 per security. Upon any redemption of the Preferred Securities, the TOPrS will be redeemed.
Distributions on the Preferred Securities are payable quarterly in arrears on March 31, June 30, September 30, and December 31 of each year. Distributions not paid on the scheduled payment date accumulate and compound quarterly at the rate of 8.32% per annum. The distribution payment dates of the Preferred Securities correspond to the distribution payment dates of the TOPrS. The Company has guaranteed, on a subordinated basis, the distributions due on the Preferred Securities if and when declared by the Partnership and the payments upon liquidation of the Partnership or the redemption of the Preferred Securities to the extent funds are legally available.
UDS CAPITAL I NOTES TO FINANCIAL STATEMENTS -continued December 31, 2000, 1999 and 1998
NOTE 3: Stockholders' Equity
Trust Originated Preferred Securities
On June 25, 1997, the Trust issued 8,000,000 of the 8.32% TOPrS, with a $25.00 liquidation amount per security in an underwritten public offering. The total proceeds from the public offering were $200,000,000 and the Company paid all fees and expenses related to the offering. Holders of the TOPrS have limited voting rights and are not entitled to vote to appoint, remove or replace, or to increase or decrease the number of trustees, which voting rights are vested exclusively in the holder of the Common Securities. Under certain circumstances, the TOPrS have preferential rights to payments relative to the Common Securities.
The TOPrS are redeemable on or after June 30, 2002 at the option of the Trust, in whole or in part, at a redemption price equal to $25.00 per security. Distributions on the TOPrS are cumulative and are payable quarterly on March 31, June 30, September 30, and December 31 of each year, if and when the Trust has funds available for distribution. The Company has guaranteed, on a subordinated basis, the payment of all distributions and other payments on the TOPrS to the extent funds are legally available. This guarantee and the Partnership distribution guarantee are subordinated to all other liabilities of the Company and rank equally with the most senior preferred stock of the Company.
Trust Common Securities
On June 25, 1997, the Trust issued 247,440 of the 8.32% Common Securities with a $25.00 liquidation amount per security to the Company for $6,186,000. The Common Securities are redeemable on or after June 30, 2002 at the option of the Trust, in whole or in part, at a redemption price equal to $25.00 per security. Distributions on the Common Securities are cumulative and payable quarterly on March 31, June 30, September 30, and December 31 of each year, in arrears, at the annual rate of 8.32% of the liquidation amount, if and when the Trust has funds available for distribution, subject to the Preferred Securities preferential rights.
Report of Independent Public Accountants
To UDS Funding I, L.P.:
We have audited the accompanying balance sheets of UDS Funding I, L.P., a Delaware limited partnership (the Partnership) as of December 31, 2000 and 1999, and the related statements of income, partners' capital and cash flows for each of the three years in the period ended December 31, 2000. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UDS Funding I, L.P. as of December 31, 2000 and 1999, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
San Antonio, Texas February 15, 2001
See accompanying notes to financial statements.
See accompanying notes to financial statements.
UDS FUNDING I, L.P. STATEMENTS OF PARTNERS' CAPITAL Years Ended December 31, 2000, 1999 and 1998 (in thousands)
Total General Limited Partners' Partner Partner Capital
Balance at December 31, 1997 $ 36,444 $ 206,186 $ 242,630
Net income allocated to partners 2,970 17,155 20,125
Distributions to partners (2,831) (17,155) (19,986) ------- ------- -------
Balance at December 31, 1998 36,583 206,186 242,769
Net income allocated to partners 2,976 17,155 20,131
Distributions to partners (2,830) (17,155) (19,985) ------ -------- -------
Balance at December 31, 1999 36,729 206,186 242,915
Net income allocated to partners 2,991 17,155 20,146
Distributions to partners (2,830) (17,155) (19,985) ------ ------- -------
Balance at December 31, 2000 $ 36,890 $ 206,186 $ 243,076 ====== ======= =======
See accompanying notes to financial statements.
See accompanying notes to financial statements.
UDS FUNDING I, L.P. NOTES TO FINANCIAL STATEMENTS December 31, 2000, 1999 and 1998
NOTE 1: Summary of Significant Accounting Policies
Basis of Presentation: UDS Funding I, L.P. (the Partnership) is a limited partnership formed on June 5, 1997 for the exclusive purposes of: o issuing its partnership interests, o investing in certain eligible securities of the Company and eligible debt securities of non-affiliated entities, and o engaging in only those other activities necessary or incidental thereto.
The Company, as General Partner, has agreed to pay all expenses and fees related to the organization and operation of the Partnership and for all other obligations of the Partnership. Additionally, the Company has agreed to indemnify certain officers and agents of the Partnership. Except, as provided in certain partnership agreements and as provided by law, the holders of the Preferred Securities have no voting rights.
Cash and Cash Equivalents: The Partnership considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2000 and 1999, cash equivalents consisted of $238,735 and $89,868, respectively, of overnight money market funds, whose cost approximates fair value.
Investments: The Partnership holds investments in subordinated debentures of Ultramar Diamond Shamrock Corporation (the Company) and two wholly-owned subsidiaries of the Company. The Company is one of the largest independent refining and marketing companies in North America. The Company owns seven refineries in the United States and Canada and has approximately 5,000 retail convenience stores.
Investments in subordinated debentures of the Company and its subsidiaries, and in U.S. government securities are classified as held-to-maturity and are recorded at amortized cost. The carrying value of the subordinated debentures approximates their fair value as of December 31, 2000 and 1999.
Income Taxes: The Partnership is classified as a partnership for U.S. Federal income tax purposes. Accordingly, the Partnership does not incur any income tax liabilities. Such liabilities are incurred directly by the partners.
Use of Estimates: The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. On an ongoing basis, management reviews its estimates, including those related to investment values, based on currently available information. Changes in facts and circumstances may result in revised estimates.
UDS FUNDING I, L.P. NOTES TO FINANCIAL STATEMENTS - continued December 31, 2000, 1999 and 1998
NOTE 2: Investments
U.S. government securities Investments in U.S. government securities consisted of the following at December 31 (in thousands):
Amortized Gross Unrealized Year Cost Gains Losses Fair Value
2000 $ 2,564 $ 14 $ 4 $ 2,574
1999 2,564 - 33 2,531
As of December 31, 2000, maturity of U.S. government securities was as follows (in thousands):
Year ending December 31,
2001 $ 631 2002 1,283 2003 650 ----- $ 2,564
Subordinated debentures On June 25, 1997, the Partnership purchased debentures of the Company and the Subsidiaries. The subordinated debentures have a term of 20 years and bear interest at 8.32% per annum. The subordinated debentures are redeemable on or after June 30, 2002 at the option of the Company and the Subsidiaries, in whole or in part, at a redemption price equal to the entire principal amount of the subordinated debentures being so redeemed plus any accrued and unpaid interest. The interest payment dates correspond to the distribution payment dates of the Preferred Securities. Interest and redemption payments on the Subsidiaries debentures are guaranteed by the Company on a subordinated basis.
NOTE 3: Partners' Capital
On June 25, 1997, the Partnership sold 8,247,440 of the 8.32% Preferred Securities, with a $25.00 liquidation preference per security to the Trust for total proceeds of $206,186,000. The Preferred Securities are redeemable on or after June 30, 2002 at the option of the Partnership, in whole or in part, at a redemption price equal to $25.00 per security. Distributions on the Preferred Securities are cumulative and are payable quarterly on March 31, June 30, September 30, and December 31 of each year, if and when declared by the General Partner.
The Company has guaranteed, on a subordinated basis, the distributions due on the Preferred Securities if and when declared by the Partnership and the payments upon liquidation of the Partnership or the redemption of the Preferred Securities to the extent funds are legally available. This guarantee is subordinated to all other liabilities of the Company and ranks equally with the most senior preferred stock of the Company.
Item 9.
Item 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Trustees of the Trust are as follows:
Regular Trustee............Robert S. Shapard Regular Trustee............Steven A. Blank Regular Trustee............Patti K. Meisetschleager Property Trustee...........The Bank of New York Delaware Trustee...........The Bank of New York (Delaware)
Robert S. Shapard is Executive Vice President and Chief Financial Officer of the Company, and has served in those capacities since August 1, 2000. He was Chief Executive Officer of TXU Australia from September 1998 to August 2000. Mr. Shapard held various positions at subsidiaries of TXU Corporation from June 1994 to September 1998. TXU is an electricity and natural gas company with significant operations in the United States, Europe and Australia.
Steven A. Blank is Vice President and Treasurer of the Company and has served in those capacities with the Company since the merger of Ultramar Corporation and Diamond Shamrock, Inc. in December 1996. Previously he served in various positions within Ultramar Corporation.
Patti K. Meisetschleager is Assistant Treasurer of the Company and has served in that capacity with the Company since the merger of Ultramar Corporation and Diamond Shamrock, Inc. in December 1996. Previously she served in various positions within Diamond Shamrock Refining and Marketing.
On August 1, 2000 H. Pete Smith, who was Executive Vice President and Chief Financial Officer of the Company and a Regular Trustee of the Trust, retired. Mr. Blank and Ms. Meisetschleager have served in their capacities since the Trust was organized on June 5, 1997. The Trustees serve at the pleasure of the Company, as the holder of the Common Securities of the Trust.
The Partnership has no directors or executive officers, and the Company serves as General Partner.
Section 16(a) Beneficial Ownership Reporting Compliance Regular Trustees Steven A. Blank and Patti K. Meisetschleager did not timely file Reports on Form 3 after becoming Regular Trustees of the Trust on June 5, 1997. Regular Trustee Robert Shapard did not timely file a Report on Form 3 after becoming a Regular Trustee of the Trust on November 9, 2000. None of such Regular Trustees owned equity securities of the Trust at the time such Reports on Form 3 were required. Steven A. Blank did not timely file Reports on Form 4 following his purchase of 900 Trust Preferred Securities on October 28, 1999 and 500 Trust Preferred Securities on January 4, 2000. All such Regular Trustees have now filed all such reports.
Item 11.
Item 11. Executive Compensation
Neither the Trust nor the Partnership has any executive officers. No employee of the Company receives any compensation for serving as a Trustee or acting in any capacity for the Trust or the Partnership separate from compensation as an employee of the Company.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information in Item 1 - Business and Item 5 - Market for Registrants' Common Equity and Related Stockholder Matters with respect to ownership of the Common Securities of the Trust is incorporated by reference in response to this item.
Item 13.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(A) Documents filed as part of this report:
(1) Financial Statements of the Trust and the Partnership are included under Part II, Item 8:
UDS Capital I - Financial Statements: Report of Independent Public Accountants Balance Sheets as of December 31, 2000 and 1999 Statements of Income for the Years Ended December 31, 2000, 1999 and 1998 Statements of Stockholders' Equity for the Years Ended December 31, 2000, 1999 and 1998 Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998 Notes to Financial Statements
UDS Funding I, L.P. - Financial Statements: Report of Independent Public Accountants Balance Sheets as of December 31, 2000 and 1999 Statements of Income for the Years Ended December 31, 2000, 1999 and 1998 Statements of Partners' Capital for the Years Ended December 31, 2000, 1999 and 1998 Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998 Notes to Financial Statements
(2) Financial Statement Schedules - None.
(B) Reports on Form 8-K - None.
(C) Exhibits:
Certain of the following exhibits were previously filed as exhibits to other reports or registration statements filed by the Trust and are incorporated herein by reference to such reports or registration statements as indicated parenthetically below by the appropriate report reference date or registration statement number.
Exhibit Incorporated by Reference Number Description To the Following Documents
4.1 Certificate of Trust of UDS Registration Statement on Form Capital I dated June 5, 1997 S-3 (File No.333-28737)
4.2 Amended and Restated Declaration Current Report on Form 8-K dated of Trust of UDS Capital I dated June 30, 1997 June 25, 1997
4.3 Certificate of Limited Registration Statement on Form Partnership of UDS Funding I, S-3 (File No.333-28737) L.P. dated June 5, 1997
Exhibit Incorporated by Reference Number Description To the Following Documents
4.4 Amended and Restated Limited Current Report on Form 8-K dated Partnership Agreement of UDS June 30, 1997 Funding I, L.P. dated June 25,
4.5 Trust Preferred Securities Current Report on Form 8-K dated Guarantee Agreement between June 30, 1997 Ultramar Diamond Shamrock Corporation and The Bank of New York as guarantee Trustee dated June 25, 1997
4.6 Partnership Preferred Securities Current Report on Form 8-K dated Guarantee Agreement by Ultramar June 30, 1997 Diamond Shamrock Corporation dated June 25, 1997
4.7 Subordinated Indenture between Current Report on Form 8-K dated Ultramar Diamond Shamrock June 30, 1997 Corporation and The Bank of New York dated June 25, 1997
4.8 Affiliate Debenture Guarantee Registration Statement on Form S-3 Agreement between Ultramar (File No.333-28737) Diamond Shamrock Corporation and The Bank of New York
4.9 Certificate Evidencing Trust Current Report on Form 8-K dated Preferred Security June 30, 1997
4.10 Certificate Evidencing Current Report on Form 8-K dated Partnership Preferred Security June 30, 1997
4.11 Subordinated Debenture Current Report on Form 8-K dated June 30, 1997
10.1 8.32% Subordinated Debenture Due Current Report on Form 8-K dated 2017 dated June 25, 1997 June 30, 1997
23.1 Consent of Arthur Andersen LLP +
+ Filed herewith.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our reports included in this Form 10-K, into the Trust's previously filed Registration Statement on Form S-3 (No. 333-28737).
/s/ ARTHUR ANDERSEN LLP
San Antonio, Texas February 15, 2001
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, the Trust and the Partnership have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized as of February 15, 2001.
UDS Capital I
By: /s/ Robert S. Shapard By: /s/ Steven A. Blank -------------------------------- ----------------------- Name: Robert S. Shapard Name: Steven A. Blank Title: Regular Trustee Title: Regular Trustee (Principal Executive Financial and Accounting Officer)
By: /s/ Patti K. Meisetschleager -------------------------------- Name: Patti K. Meisetschleager Title: Regular Trustee
UDS Funding I, L.P.
By: Ultramar Diamond Shamrock Corporation, as General Partner
By: /s/ Robert S. Shapard ------------------------------ Name: Robert S. Shapard Title: Executive Vice President and Chief Financial Officer