EXHIBIT 99.3
LETTER TO REGISTERED HOLDERS AND DTC PARTICIPANTS
REGARDING THE OFFER TO EXCHANGE
$215,000,000 PRINCIPAL AMOUNT OF
9 5/8% SENIOR SUBORDINATED NOTES DUE 2008
OF
TESORO PETROLEUM CORPORATION
To Registered Holders and The Depository Trust Company Participants:
We are enclosing herewith the materials listed below relating to the offer
by Tesoro Petroleum Corporation (the "Company") to exchange the Company's new
9 5/8% Senior Subordinated Notes due 2008 (the "New Notes"), pursuant to an
offering registered under the Securities Act of 1933, as amended (the
"Securities Act"), for a like principal amount of the Company's issued and
outstanding 9 5/8% Senior Subordinated Notes due 2008 (the "Old Notes") upon the
terms and subject to the conditions set forth in the Company's Prospectus, dated
, 200 , and the related Letter of Transmittal (which together
constitute the "Exchange Offer").
Enclosed herewith are copies of the following documents:
1. Prospectus dated , 200 ;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instructions to Registered Holder or DTC Participant from
Beneficial Owner; and
5. Letter which may be sent to your clients for whose account you hold
definitive registered notes or book-entry interests representing Old Notes
in your name or in the name of your nominee, to accompany the instruction
form referred to above, for obtaining such client's instruction with regard
to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE
OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2002, UNLESS
EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
To participate in the Exchange Offer, a beneficial holder must either (i)
cause to be delivered to U.S. Bank Trust National Association (the "Exchange
Agent"), at the address set forth in the Letter of Transmittal, definitive
registered notes representing Old Notes in proper form for transfer together
with a properly executed Letter of Transmittal or (ii) cause a DTC Participant
to tender such holder's Old Notes to the Exchange Agent's account maintained at
The Depository Trust Company ("DTC") for the benefit of the Exchange Agent
through DTC's Automated Tender Offer Program ("ATOP"), including transmission of
a computer-generated message that acknowledges and agrees to be bound by the
terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with
respect to the Exchange Offer, the DTC Participant confirms on behalf of itself
and the beneficial owners of tendered Old Notes all provisions of the Letter of
Transmittal applicable to it and such beneficial owners as fully as if it
completed, executed and returned the Letter of Transmittal to the Exchange
Agent. You will need to contact those of your clients for whose account you hold
definitive registered notes or book-entry interests representing Old Notes and
seek their instructions regarding the Exchange Offer.
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Pursuant to the Letter of Transmittal, each holder of Old Notes will
represent to the Company and the Guarantors (as defined in the Prospectus) that:
(i) the New Notes or book-entry interests therein to be acquired by such holder
and any beneficial owner(s) of such Old Notes or interests therein ("Beneficial
Owner(s)") in connection with the Exchange Offer are being acquired by such
holder and any Beneficial Owner(s) in the ordinary course of business of the
holder and any Beneficial Owner(s), (ii) the holder and each Beneficial Owner
are not participating, do not intend to participate, and have no arrangement or
understanding with any person to participate, in the distribution of the New
Notes, (iii) if the holder or Beneficial Owner is a resident of the State of
California, it falls under the self-executing institutional investor exemption
set forth under Section 25102(i) of the Corporate Securities Law of 1968 and
Rules 260.102.10 and 260.105.14 of the California Blue Sky Regulations, (iv) if
the holder or Beneficial Owner is a resident of the Commonwealth of
Pennsylvania, it falls under the self-executing institutional investor exemption
set forth under Sections 203(c), 102(d) and (k) of the Pennsylvania Securities
Act of 1972, Section 102.111 of the Pennsylvania Blue Sky Regulations and an
interpretive opinion dated November 16, 1985, (v) the holder and each Beneficial
Owner acknowledge and agree that any person who is a broker-dealer registered
under the Securities Exchange Act of 1934, as amended (the "Exchange Act") or is
participating in the Exchange Offer for the purpose of distributing the New
Notes must comply with the registration and prospectus delivery requirements of
the Securities Act in connection with a secondary resale transaction of the New
Notes or interests therein acquired by such person and cannot rely on the
position of the staff of the Securities and Exchange Commission (the
"Commission") set forth in certain no-action letters, (vi) the holder and each
Beneficial Owner understand that a secondary resale transaction described in
clause (v) above and any resales of New Notes or interests therein obtained by
such holder in exchange for Old Notes or interests therein originally acquired
by such holder directly from the Company should be covered by an effective
registration statement containing the selling security holder information
required by Item 507 or Item 508, as applicable, of Regulation S-K of the
Commission and (vii) neither the holder nor any Beneficial Owner(s) is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company.
Upon a request by the Company, a holder or beneficial owner will deliver to the
Company a legal opinion confirming its representation made in clause (vii)
above. If the tendering holder of Old Notes is a broker-dealer (whether or not
it is also an "affiliate") or any Beneficial Owner(s) that will receive New
Notes for its own or their account pursuant to the Exchange Offer, the tendering
holder will represent on behalf of itself and the Beneficial Owner(s) that the
Old Notes to be exchanged for the New Notes were acquired as a result of
market-making activities or other trading activities, and acknowledge on its own
behalf and on the behalf of such Beneficial Owner(s) that it or they will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such New Notes; provided, however, by so
acknowledging and by delivering a prospectus, such tendering holder will not be
deemed to admit that it or any Beneficial Owner is an "underwriter" within the
meaning of the Securities Act.
The enclosed "Instructions to Registered Holder or DTC Participant from
Beneficial Owner" form contains an authorization by the beneficial owners of Old
Notes for you to make the foregoing representations. You should forward this
form to your clients and ask them to complete it and return it to you. You will
then need to tender Old Notes on behalf of those of your clients who ask you to
do so.
The Company will not pay any fee or commission to any broker or dealer or
to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer. The Company
will pay or cause to be paid any transfer taxes payable on the transfer of Old
Notes to it, except as otherwise provided in the section "The Exchange
Offer -- Solicitation of Tenders; Fees and Expenses" of the enclosed Prospectus.
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Additional copies of the enclosed materials may be obtained from the
Exchange Agent.
Very truly yours,
TESORO PETROLEUM CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF THE COMPANY OR THE EXCHANGE AGENT OR AUTHORIZE YOU TO USE ANY DOCUMENT
OR MAKE ANY STATEMENT ON THEIR BEHALF IN CONNECTION WITH THE EXCHANGE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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