EXHIBIT 3(e)
CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
TESORO PETROLEUM CORPORATION
Tesoro Petroleum Corporation, a corporation organized and
existing under and by virtue of the General Corporation Law of the
State of Delaware (the "Corporation"), does hereby certify:
FIRST: That at a meeting of the Board of Directors of the
Corporation resolutions were duly adopted setting forth proposed
amendments to the Restated Certificate of Incorporation of the
Corporation (the "Restated Certificate of Incorporation"), declaring
said amendments to be advisable and calling a meeting of the
stockholders of the Corporation for consideration thereof. The
amendments adopted provide a follows:
Article IV of the Restated Certificate of Incorporation shall be
amended by adding a new paragraph (E) reading in its entirety as
follows:
(E) Provisions Necessary to Effect the Reclassification of $2.16
Preferred Stock.
(l) Upon the filing of this Certificate of Amendment in the
Office of the Secretary of State of the State of Delaware (the
"Effective Date"), each share of $2.16 Preferred Stock issued and
outstanding immediately prior to the Effective Date shall
automatically and without any action on the part of the holder
thereof be reclassified and changed into 4.9 shares of Common
Stock of the Corporation, and all powers, preferences,
privileges, voting and other special or relative rights and
qualifications of $2.16 Preferred Stock, including priorities
with respect to dividends and liquidation and rights in respect
of accumulated dividends existing on the Effective Date, shall
terminate and be of no further force and effect.
(2) Each holder of a certificate or certificates which
immediately prior to the Effective Date represented outstanding
shares of $2.16 Preferred Stock (the "Old Certificates", whether
one or more) shall be entitled to receive upon surrender of the
Old Certificates to the Corporation's transfer agent for
cancellation, a certificate or certificates (the "New
Certificates", whether one or more) representing the number of
shares of Common Stock into which the shares of $2.16 Preferred
Stock, formerly represented by the Old Certificates so
surrendered, are reclassified and converted under the terms
hereof.
(3) No certificates or scrip representing fractional share
interests in Common Stock will be issued, and no such fractional
share interest will entitle the holder thereof to vote or to any
rights of a stockholder of the Corporation. A holder of Old
Certificates shall receive, in lieu of any fractions of a share
of Common Stock
to which the holder would otherwise be entitled, such number of
shares rounded to the next higher whole number.
(4) From and after the Effective Date, certificates
representing shares of $2.16 Preferred Stock shall be deemed to
represent only the right to receive shares of Common Stock.
That the Restated Certificate of Incorporation shall be amended
by deleting the first two paragraphs of Article V in their entirety
such that Article V as amended will read in its entirety as follows:
Election of directors need not be by ballot unless the By-laws
of the Corporation shall so provide.
That Article VII of the Restated Certificate of Incorporation
shall be amended by adding new paragraphs (G) and (H) reading in their
entirety as follows:
(G) No amendment to this Restated Certificate of
Incorporation or to the By-Laws shall amend, modify or repeal any
or all of the provisions of this Article VII unless adopted by
the affirmative vote or consent of the holders of not less than
80% of the outstanding shares of stock of the Corporation
entitled to vote in elections of directors, voting for the
purposes of this Article as a single class; PROVIDED, HOWEVER,
that in the event the Board of Directors of the Corporation shall
by resolution unanimously recommend to the stockholders the
adoption of any such amendment, the stockholders of record
holding a majority of the outstanding shares of stock of the
Corporation entitled to vote in elections of directors may amend,
modify or repeal any or all of such provisions.
(H) Notwithstanding the foregoing provisions of this
Article, this Article shall become null, void and of no further
force or effect upon the expiration of the option granted by
MetLife Security Insurance Company of Louisiana ("MetLife
Louisiana") to the Corporation to acquire shares of capital stock
of the Corporation held by MetLife Louisiana as set forth in the
Call Option Agreement dated February 9, 1994, between MetLife
Louisiana and the Corporation, other than upon the expiration
thereof on account of such option having been exercised in full.
That the Restated Certificate of Incorporation shall be amended
by deleting the whole of Article VIII thereof in its entirety and
replacing in lieu and instead of such article a new Article VIII,
reading in its entirety as follows:
"Notwithstanding the provisions of this Restated Certificate
of Incorporation and any provision of the By-Laws of the
Corporation, in the absence of approval by 66-2/3% of the
independent directors of the Corporation, voting at a meeting
duly called for such purpose, of an amendment to the Amended and
Restated
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Memorandum of Understanding dated December 14, 1993 or the Call
Option Agreement dated February 9, 1994, each between MetLife
Security Insurance Company of Louisiana ("MetLife Louisiana") and
the Corporation, which would be adverse to the Corporation, no
such amendment shall be approved, agreed to or executed by the
Corporation unless approved by the affirmative vote or consent of
the holders of not less than 80% of the outstanding shares of
capital stock of the Corporation entitled to vote in elections of
directors, voting for the purposes of this Article as a single
class. For purposes hereof, an independent director shall be any
director other than Ray C. Adam, Charles F. Luce, Stewart G.
Nagler, James Q. Riordan, William S. Sneath or any person who is
an affiliate (within the meaning set forth in Article VII hereof)
of MetLife Louisiana."
SECOND: That said amendments were duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of
the State of Delaware.
THIRD: This Certificate of Amendment shall become effective upon
the filing hereof in the Office of the Secretary of State of the State
of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate
of Amendment to be duly executed by its Executive Vice President and
Chief Financial Officer and attested to by its Secretary, as of
February 9, 1994.
ATTEST: TESORO PETROLEUM CORPORATION
By: /S/ JAMES C. REED, JR. By: /S/ BRUCE A. SMITH
Name: James C. Reed, Jr. Name: Bruce A. Smith
Title: Secretary Title: Executive Vice
President and Chief
Financial Officer
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