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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): December 17, 1999
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.)
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
8700 TESORO DRIVE, SAN ANTONIO, TEXAS 78217-6218
(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 17, 1999, Tesoro Petroleum Corporation ("Tesoro" or "Company")
completed the sale of its domestic exploration and production business to EEX
Corporation effective July 1, 1999. The business sold included Tesoro's four
core areas of domestic exploration and production operations located in Texas
and Louisiana and all of Tesoro's acreage in those areas, together with Tesoro's
interests in other miscellaneous exploration and production properties and gas
transportation facilities. The cash sale prices in the purchase agreements
totaled $222,000,000, which were adjusted on a preliminary basis for revenues,
expenses, capital expenditures, working capital changes and certain other items
after the effective date to approximately $214,826,000 in cash received at
closing. Under the terms of the purchase agreements, these transactions were
structured as sales of stock in subsidiary corporations and membership interests
in subsidiary limited liability companies. The consideration received, which was
determined through a competitive bidding process and negotiations with EEX
Corporation, is subject to post-closing adjustments within 120 days after
closing for operations between July 1, 1999, the effective date, and December
17, 1999, the closing date.
The cash received by Tesoro was used to reduce term loans outstanding under its
Senior Credit Facility by $97.4 million. The remaining cash proceeds of
approximately $117 million are being held by the Company for general corporate
purposes.
ITEM 5. OTHER EVENTS
On December 29, 1999, the Company closed on the sale of its Bolivian exploration
and production operations to BG International, Ltd., a subsidiary of BG plc,
effective July 1, 1999. The sale, which requires authorization from certain
Bolivian authorities, generated cash proceeds of approximately $100 million.
These cash proceeds, which are subject to post-closing adjustments, will be used
to repay debt. The transaction was structured as a sale of stock in a subsidiary
corporation. The business sold included five shared-risk contracts with an
agency of the Bolivian government to explore for and produce hydrocarbons on
more than one million gross acres in two producing blocks and three
non-producing blocks. The Company intends to file a current report on Form 8-K
within 15 days of this event to report the disposition of its Bolivian assets.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION.
Included as Exhibit 99.1 of this Form 8-K are the
unaudited pro forma condensed financial statements of the
Company as of September 30, 1999 and for the year ended
December 31, 1998 and nine months ended September 30,
1999.
(c) EXHIBITS.
+2.1 Stock Purchase Agreement, dated as of October 8,
1999, but effective as of July 1, 1999 among the
Company, Tesoro Gas Resources Company, Inc., EEX
Operating LLC and EEX Corporation.
+2.2 First Amendment to Stock Purchase Agreement dated
December 16, 1999, but effective as of October 8,
1999, among the Company, Tesoro Gas Resources
Company, Inc., EEX Operating LLC and EEX
Corporation.
+2.3 Purchase Agreement dated as of December 17, 1999
among the Company, Tesoro Gas Resources Company,
Inc. and EEX Operating LLC (Membership Interests
in Tesoro Grande LLC).
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+2.4 Purchase Agreement dated as of December 17, 1999
among the Company, Tesoro Gas Resources Company,
Inc. and EEX Operating LLC (Membership Interests
in Tesoro Reserves Company, LLC).
+2.5 Purchase Agreement dated as of December 17, 1999
among the Company, Tesoro Gas Resources Company,
Inc. and EEX Operating LLC (Membership Interests
in Tesoro Southeast LLC).
+4.1 Amended and Restated First Amendment and Consent,
dated as of November 10, 1999, to the Third
Amended and Restated Credit Agreement, dated as of
July 2, 1998, among the Company, the several banks
and other financial institutions or entities from
time to time parties thereto, Lehman Brothers
Inc., as advisor and arranger, Lehman Commercial
Paper Inc., as syndication agent, Paribas and Bank
One, NA, as co-administrative agents, Bank One,
NA, as general administrative agent, Paribas, as
collateral agent, and The Bank of Nova Scotia, as
documentation agent.
+99.1 Unaudited Pro Forma Condensed Financial Statements
of the Company as of September 30, 1999 and for
the year ended December 31, 1998 and nine months
ended September 30, 1999.
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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: January 3, 2000
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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+2.1 Stock Purchase Agreement, dated as of October 8, 1999, but effective
as of July 1, 1999 among the Company, Tesoro Gas Resources Company,
Inc., EEX Operating LLC and EEX Corporation.
+2.2 First Amendment to Stock Purchase Agreement dated December 16, 1999,
but effective as of October 8, 1999, among the Company, Tesoro Gas
Resources Company, Inc., EEX Operating LLC and EEX Corporation.
+2.3 Purchase Agreement dated as of December 17, 1999 among the Company,
Tesoro Gas Resources Company, Inc. and EEX Operating LLC (Membership
Interests in Tesoro Grande LLC).
+2.4 Purchase Agreement dated as of December 17, 1999 among the Company,
Tesoro Gas Resources Company, Inc. and EEX Operating LLC (Membership
Interests in Tesoro Reserves Company, LLC).
+2.5 Purchase Agreement dated as of December 17, 1999 among the Company,
Tesoro Gas Resources Company, Inc. and EEX Operating LLC (Membership
Interests in Tesoro Southeast LLC).
+4.1 Amended and Restated First Amendment and Consent, dated as of
November 10, 1999, to the Third Amended and Restated Credit
Agreement, dated as of July 2, 1998, among the Company, the several
banks and other financial institutions or entities from time to time
parties thereto, Lehman Brothers Inc., as advisor and arranger,
Lehman Commercial Paper Inc., as syndication agent, Paribas and Bank
One, NA, as co-administrative agents, Bank One, NA, as general
administrative agent, Paribas, as collateral agent, and The Bank of
Nova Scotia, as documentation agent.
+99.1 Unaudited Pro Forma Condensed Financial Statements of the Company as
of September 30, 1999 and for the year ended December 31, 1998 and
nine months ended September 30, 1999.
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+ Filed herewith.
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