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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): SEPTEMBER 24, 2002
TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other 1-3473 95-0862768
jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
300 CONCORD PLAZA DRIVE
SAN ANTONIO, TEXAS 78216-6999
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (210) 828-8484
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ITEM 5. OTHER EVENTS
On September 24, 2002, Tesoro Petroleum Corporation (the "Company")
entered into an amendment of its $1.275 billion credit agreement with Lehman
Brothers Inc. (as arranger), Lehman Commercial Paper Inc. (as syndication
agent), Bank One, NA (as administrative agent), ABN Amro Bank N.V., Bank of
America, N.A., Credit Lyonnais New York Branch and The Bank of Nova Scotia (as
co-documentation agents) and a syndicate of banks, financial institutions and
other entities. The amendment increases the rate of interest the Company is
required to pay to the lenders on loans under the credit agreement. The
amendment contains a covenant requiring the Company to consummate one or more
transactions resulting in the Company's receipt of net proceeds of at least $175
million by December 31, 2002 and $200 million by March 31, 2003 (including net
proceeds received on or before December 31, 2002) from the sale of assets or the
sale of common stock, preferred stock mandatorily convertible into common stock
within three years of the date of its issuance or other equity acceptable to the
majority of agent banks. Proceeds from such transactions will be applied to
prepay a portion of the loans, with any remaining amount being deposited into a
cash collateral account. The amendment also modified the financial condition
covenants relating to consolidated senior leverage, consolidated fixed charge
coverage, consolidated interest coverage and consolidated total debt. The
amendment further added covenants relating to consolidated EBITDA (which
covenants are suspended for the fiscal quarters ended on or prior to June 30,
2003) and the ratio of (i) the sum of (a) consolidated current assets and
available revolving credit commitments, minus (b) crude oil and feedstocks
inventory, to (ii) the sum of (x) consolidated current liabilities and (y)
outstanding revolving loans. In addition, the amendment limits the Company's
capital expenditures to $253.5 million in 2002 and $210 million annually in 2003
and thereafter until the Company achieves a debt to capitalization ratio of 58%.
The Company paid an amendment fee to the lenders in connection with the first
amendment.
The foregoing is qualified by reference to Exhibit 10.1 to this Current
Report on Form 8-K, which is incorporated herein by reference.
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.
10.1 First Amendment, effective as of September 30, 2002, among
Lehman Brothers Inc. (as arranger), Lehman Commercial Paper
Inc. (as syndication agent), Bank One, NA (as administrative
agent), ABN Amro Bank N.V., Bank of America, N.A., Credit
Lyonnais New York Branch and The Bank of Nova Scotia (as
co-documentation agents) and a syndicate of banks, financial
institutions and other entities, to $1,275,000,000 Amended and
Restated Credit Agreement, dated as of May 17, 2002, among the
Company and Lehman Brothers Inc. (as arranger), Lehman
Commercial Paper Inc. (as the syndication agent), Bank One, NA
(as administrative agent), ABN Amro Bank N.V., Credit Lyonnais
New York Branch and The Bank of Nova Scotia (as
co-documentation agents) and a syndicate of banks, financial
institutions and other entities.
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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.
Date: September 25, 2002
TESORO PETROLEUM CORPORATION
By: /s/ G. Scott Spendlove
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G. Scott Spendlove
Vice President, Finance
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
10.1 First Amendment, effective as of September 30, 2002,
among Lehman Brothers Inc. (as arranger), Lehman
Commercial Paper Inc. (as syndication agent), Bank One,
NA (as administrative agent), ABN Amro Bank N.V., Bank
of America, N.A., Credit Lyonnais New York Branch and
The Bank of Nova Scotia (as co-documentation agents) and
a syndicate of banks, financial institutions and other
entities, to $1,275,000,000 Amended and Restated Credit
Agreement, dated as of May 17, 2002, among the Company
and Lehman Brothers Inc. (as arranger), Lehman
Commercial Paper Inc. (as the syndication agent), Bank
One, NA (as administrative agent), ABN Amro Bank N.V.,
Credit Lyonnais New York Branch and The Bank of Nova
Scotia (as co-documentation agents) and a syndicate of
banks, financial institutions and other entities.