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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): August 10, 1998
TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-3473 95-0862768
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
8700 TESORO DRIVE, SAN ANTONIO, TEXAS 78217-6218
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 210-828-8484
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 10, 1998, Tesoro Petroleum Corporation ("Tesoro" or the "Company")
completed the acquisition (the "Washington Acquisition"), effective August 1,
1998, of all of the outstanding capital stock of Shell Anacortes Refining
Company, an affiliate of Shell Oil Company. The acquisition includes a 108,000
barrel per day refinery located in Anacortes, Washington (on the Puget Sound,
approximately 60 miles north of Seattle) and related assets. The refinery will
operate under the name Tesoro Northwest Company.
Tesoro paid $237 million in cash for the acquisition plus $39.6 million
for estimated working capital, which is subject to post-closing adjustments to
reflect actual net working capital at closing.
To finance the cash consideration paid in the Washington Acquisition and the
acquisition of the Company's Hawaii operations, the Company, among other
things, issued $300 million aggregate principal amount of its 9% Senior
Subordinated Notes due 2008 (the "Notes Offering") in July 1998 through a
private offering eligible for Rule 144A. On August 7, 1998, a Registration
Statement was declared effective by the Securities and Exchange Commission
whereby the Company is offering, upon the terms and subject to the conditions
set forth in the related Prospectus, to exchange $1,000 principal amount of its
registered 9% Senior Subordinated Notes due 2008, Series B (the "Exchange
Notes"), for each $1,000 principal amount of its unregistered and outstanding
9% Senior Subordinated Notes due 2008 (the "Old Notes"). The terms of the
Exchange Notes are identical in all material respects to the terms of the Old
Notes, except as described in the Prospectus.
Concurrent with the Notes Offering, the Company entered into a new senior
credit facility (the "Senior Credit Facility") in the amount of $500 million.
The Senior Credit Facility is comprised of term loan facilities aggregating
$200 million (two $100 million tranches, the "Tranche A Term Loans" and the
"Tranche B Term Loan") and a $300 million revolving credit facility. The Senior
Credit Facility is guaranteed by substantially all of the Company's active
direct and indirect subsidiaries (the "Guarantors") and is secured by
substantially all of the domestic assets of the Company and each of the
Guarantors.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Audited Financial Statements of Shell Anacortes
Refining Company as of December 31, 1996 and 1997 and
Unaudited Financial Statements of Shell Anacortes
Refining Company as of March 31, 1998 have been
previously filed in the Registrant's Current Report on
Form 8-K dated May 29, 1998 and filed on June 5, 1998.
(b) PRO FORMA FINANCIAL INFORMATION.
Included as Exhibit 99.1 of this Form 8-K are the
unaudited pro forma combined condensed financial
statements of the Company, BHP Petroleum Americas
Refining Inc. and BHP Petroleum South Pacific Inc. and
Shell Anacortes Refining Company as of March 31, 1998
and for the year ended December 31, 1997 and three
months ended March 31, 1998.
(c) EXHIBITS
+99.1 Unaudited Pro Forma Combined Condensed Financial
Statements of the Company, BHP Petroleum Americas
Refining Inc. and BHP Petroleum South Pacific Inc. and
Shell Anacortes Refining Company as of March 31, 1998
and for the year ended December 31, 1997 and three
months ended March 31, 1998.
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+ Filed herewith.
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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.
TESORO PETROLEUM CORPORATION
REGISTRANT
Date: August 11, 1998 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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EXHIBIT INDEX
EXHIBIT DESCRIPTION
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+99.1 Unaudited Pro Forma Combined Condensed Financial
Statements of the Company, BHP Petroleum Americas
Refining Inc. and BHP Petroleum South Pacific Inc. and
Shell Anacortes Refining Company as of March 31, 1998
and for the year ended December 31, 1997 and three
months ended March 31, 1998.
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+ Filed herewith.
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