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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): FEBRUARY 28, 2002
TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-3473 95-0862768
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
300 CONCORD PLAZA DRIVE 78216-6999
SAN ANTONIO, TEXAS (Zip Code)
(Address of principal executive offices)
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Registrant's telephone number, including area code: (210) 828-8484
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ITEM 5. OTHER EVENTS
On February 28, 2002, Tesoro Petroleum Corporation (the "Company")
entered into an Underwriting Agreement with Lehman Brothers Inc., Goldman, Sachs
& Co. and Friedman, Billings, Ramsey & Co., Inc. pursuant to which the Company
will issue 20,000,000 shares of its common stock pursuant to an effective shelf
registration statement on Form S-3 (Registration No. 333-51789), as amended and
supplemented by the prospectus supplement dated February 28, 2002. The Company
also granted the Underwriters a 30-day option to purchase up to an additional
3,000,000 shares of its common stock. The underwriters exercised the full amount
of the option on March 1, 2002. The Underwriting Agreement and the opinion of
Fulbright & Jaworski L.L.P. relating to the issuance of the 23,000,000 shares of
common stock are filed as Exhibits 1.1 and 5.1, respectively, to this Current
Report on Form 8-K and are incorporated therein and into such Form S-3 by
reference. The press releases announcing the offering and the underwriters'
exercise of their option to purchase additional shares of common stock are filed
as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein
by reference.
The information presented may contain forward-looking statements and
certain assumptions upon which such forward-looking statements are in part
based. Numerous important factors, including those factors identified as Risk
Factors and Investment Considerations in Tesoro's Annual Report on Form 10-K and
other of the Company's filings with the Securities and Exchange Commission, and
the fact that the assumptions set forth in the presentation data could prove
incorrect, could cause actual results to differ materially from those contained
in such forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
1.1 Underwriting Agreement dated February 28, 2002 by
and among Tesoro Petroleum Corporation and the
Underwriters.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
99.1 Press Releases issued on March 1, 2002 by Tesoro
Petroleum Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 5, 2002
TESORO PETROLEUM CORPORATION
By: /s/ James C. Reed, Jr.
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James C. Reed, Jr.
Executive Vice President,
General Counsel and Secretary
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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1.1 Underwriting Agreement dated February 28, 2002 by and among
Tesoro Petroleum Corporation and the Underwriters.
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
99.1 Press Releases issued on March 1, 2002 by Tesoro Petroleum
Corporation.
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