SECURITIES AND EXCHANGE COMMISSION
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): November 8, 2004
Tesoro Corporation
Delaware (State or other jurisdiction of incorporation) | 1-3473 (Commission File Number) | 95-0862768 (IRS Employer Identification No.) |
300 Concord Plaza Drive San Antonio, Texas (Address of principal executive offices) | 78216-6999 (Zip Code) |
(210) 828-8484
Tesoro Petroleum Corporation
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On November 8, 2004, Tesoro Petroleum Corporation amended its Restated Certificate of Incorporation to change its name to Tesoro Corporation (the “Company”). The press release announcing the name change is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 7.01. REGULATION FD DISCLOSURE
On November 9, 2004 at 8:30 a.m. Eastern Time, executives of the Company presented to certain investors the information presented in the slides as filed as Exhibit 99.2 to this Current Report which is incorporated herein by reference. The presentation and the accompanying slides (the “Slide Presentation”) can be viewed on the Company’s website at www.tsocorp.com at the time of the presentation.
The information in this Current Report is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including the Slide Presentation, will not be incorporated into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
3.1 | Certificate of Ownership and Merger merging Tesoro Merger Corp. into Tesoro Petroleum Corporation and changing the name of Tesoro Petroleum Corporation to Tesoro Corporation, dated November 8, 2004. | |
99.1 | Press Release issued on November 8, 2004 by Tesoro Corporation. | |
99.2 | Slide Presentation given on November 9, 2004. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TESORO CORPORATION | ||||
Date: November 9, 2004 | By: | /s/ GREGORY A. WRIGHT | ||
Gregory A. Wright | ||||
Executive Vice President and Chief Financial Officer | ||||
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Index to Exhibits
Item | ||
Number | Exhibit | |
3.1 | Certificate of Ownership and Merger merging Tesoro Merger Corp. into Tesoro Petroleum Corporation and changing the name of Tesoro Petroleum Corporation to Tesoro Corporation, dated November 8, 2004. | |
99.1 | Press Release issued on November 8, 2004 by Tesoro Corporation. | |
99.2 | Slide Presentation given on November 9, 2004. |