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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 Act of 1934
Date of Report (Date of earliest event reported) June 25, 1998
TESORO PETROLEUM CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-3473 95-0862768
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
8700 Tesoro Drive, San Antonio, Texas 78217
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(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 June 25, 1998, Tesoro Petroleum Corporation (the "Company") entered
into (a) an Underwriting Agreement with Lehman Brothers Inc. and Howard, Weil,
Labouisse, Friedrichs Incorporated, pursuant to which the Company issued
9,000,000 Premium Income Equity Securities ("PIES"), each of which represents
one one-hundredth of a share of Mandatorily Convertible Preferred Stock of the
Company deposited with The Bank of New York, and (ii) an Underwriting Agreement
with Lehman Brothers Inc., CIBC Oppenheimer, Credit Suisse First Boston, Merrill
Lynch & Co. and Salomon Smith Barney for 5,000,000 shares of Common Stock of the
Company. The proceeds of the issuance of the PIES and Common Stock, together
with borrowings under the Company's senior credit facility, will be used to fund
the cash purchase price of the acquisition of Shell Anacortes Refining Company,
to refinance the Company's interim credit facility (a portion of which was used
to fund the cash purchase price of the acquisition of the Company's Hawaii
operations), to pay certain fees and expenses and for general corporate purposes
(including working capital requirements and capital expenditures).
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 1.1 Premium Income Equity Securities Underwriting
Agreement dated June 25, 1998.
Exhibit 1.2 Common Stock Underwriting Agreement dated June 25,
1998.
Exhibit 4.1 Certificate of Designation related to the Mandatorily
Convertible Preferred Stock.
Exhibit 4.2 Deposit Agreement among the Company, The Bank of
New York and the holders from time to time of
depository receipts executed and delivered
thereunder.
Exhibit 4.3 Form of depository receipt evidencing ownership
of Premium Income Equity Securities (filed as a part
of Exhibit 4.2 hereof).
Exhibit 5.1 Opinion of Fulbright & Jaworski L.L.P.
Exhibit 23.1 Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
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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 thereunto duly authorized.
TESORO PETROLEUM CORPORATION
By: /s/ James C. Reed, Jr.
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James C. Reed, Jr.
Executive Vice President,
General Counsel and Secretary
DATE: July 1, 1998
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EXHIBIT INDEX
Exhibit 1.1 Premium Income Equity Securities Underwriting Agreement dated
June 25, 1998.
Exhibit 1.2 Common Stock Underwriting Agreement dated June 25, 1998.
Exhibit 4.1 Certificate of Designation related to the Mandatorily
Convertible Preferred Stock.
Exhibit 4.2 Deposit Agreement among the Company, The Bank of New York
and the holders from time to time of depository receipts
executed and delivered thereunder.
Exhibit 4.3 Form of depository receipt evidencing ownership of Premium
Income Equity Securities (filed as part of Exhibit 4.2
hereof).
Exhibit 5.1 Opinion of Fulbright & Jaworski L.L.P.
Exhibit 23.1 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).