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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 27, 2001
TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-3473 95-0862768
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
300 CONCORD PLAZA DRIVE 78216-6999
SAN ANTONIO, TEXAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (210) 828-8484
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 6, 2001, Tesoro Petroleum Corporation ("Tesoro" or the
"Company") completed the acquisition (the "BP Acquisition") of certain refining
and marketing assets of BP p.l.c. and certain of its affiliates, including
refineries in Salt Lake City, Utah and Mandan, North Dakota. The BP Acquisition
was effected pursuant to Asset Purchase Agreements dated July 16, 2001, by and
among the Company, BP Corporation North America Inc. and Amoco Oil Company,
which are filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and
are incorporated herein by reference. The Salt Lake City, Utah refinery has a
crude oil capacity of 55,000 barrels per day ("bpd"). More than half of its
production is gasoline, with principal other products of diesel and jet fuel.
The Mandan refinery, which is located near Bismarck, North Dakota, has a rated
capacity of 60,000 bpd and produces mostly gasoline, with the balance in
distillates, jet fuel and other products. The BP Acquisition also includes 43
retail gasoline stations and contracts for approximately 280 Amoco-branded
stations assigned by BP to Tesoro that are owned by about 80 gasoline jobbers.
The Company intends to utilize the assets acquired through the BP Acquisition in
a similar manner.
Tesoro paid $675 million in cash for the BP Acquisition, including
approximately $91 million for related hydrocarbon inventories subject to a final
valuation adjustment. The Company also assumed certain liabilities and
obligations (including costs associated with transferred employees and
environmental matters among others) subject to certain levels of
indemnification. The Company funded the BP Acquisition with borrowings under a
new $1 billion Senior Secured Credit Facility. The Company entered into this new
Senior Secured Credit Facility on September 6, 2001, with Lehman Brothers Inc.
(lead arranger), Lehman Commercial Paper Inc. (the syndication agent), Bank One,
NA (the administrative agent) and a syndicate of banks, financial institutions
and other entities. It consists of (i) an $85 million five-year Tranche A Term
Loan Facility, (ii) a $90 million five-year Delayed Draw Term Loan Facility,
(iii) a $300 million six-year Tranche B Term Loan Facility, (iv) a $350 million
Capital Markets Term Loan Facility, and (v) a $175 million five-year Revolving
Credit Facility.
Tesoro has also entered into an agreement with BP p.l.c. and certain of
its affiliates to purchase a related North Dakota crude gathering system.
Closing of this transaction, pending regulatory approval, is expected on or
after November 1, 2001.
The foregoing is qualified by reference to Exhibits 2.1 and 2.2 to
this Current Report on Form 8-K and are incorporated herein by reference.
ITEM 5. OTHER EVENTS
On August 27, 2001, the Company issued a press release announcing that
the Company is investigating various strategic, value-creating opportunities for
its Gulf of Mexico-based Marine Services operations.
On September 4, 2001, the Company issued a press release announcing
that the Company had entered into a purchase and sale agreement to acquire
approximately 46 retail fueling facilities, located in Washington, Oregon and
Idaho. These properties are being purchased from Gull Industries, Inc., a
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privately held company based in Seattle, Washington. The transaction is expected
to close in the fourth quarter of 2001.
The foregoing is qualified by reference to the press releases which are
filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial statements of businesses acquired.
The financial statements for the periods specified in Rule
3-05 (b) of Regulation S-X will be filed by amendment to this Current
Report on Form 8-K no later than sixty days after the date on which
this Current Report on Form 8-K is required to be filed.
(b) Pro forma financial information.
The pro forma financial statements required pursuant to
Article 11 of Regulation S-X will be filed by amendment to this Current
Report on Form 8-K no later than sixty days after the date on which
this Current Report on Form 8-K is required to be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated July 16, 2001, by and
among the Company, BP Corporation North America Inc.
and Amoco Oil Company relating to the purchase and
sale of the Mandan refinery and related assets.
Pursuant to Item 601(b)(2) of Regulation S-K, certain
schedules and similar attachments to this Asset
Purchase Agreement have not been filed with this
exhibit. The schedules contain various items relating
to the assets acquired and the representations and
warranties made by the parties to the Asset Purchase
Agreement. The Company agrees to furnish
supplementally any omitted schedule to the SEC upon
request.
2.2 Asset Purchase Agreement, dated July 16, 2001, by and
among the Company, BP Corporation North America Inc.
and Amoco Oil Company relating to the purchase and
sale of the Salt Lake City refinery and related
assets. Pursuant to Item 601(b)(2) of Regulation S-K,
certain schedules and similar attachments to this
Asset Purchase Agreement have not been filed with
this exhibit. The schedules contain various items
relating to the assets acquired and the
representations and warranties made by the parties to
the Asset Purchase Agreement. The Company agrees to
furnish supplementally any omitted schedule to the
SEC upon request.
99.1 Press Release dated August 27, 2001 by Tesoro
Petroleum Corporation.
99.2 Press Release dated September 4, 2001 by Tesoro
Petroleum Corporation.
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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 21, 2001
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
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement, dated July 16, 2001, by and among
the Company, BP Corporation North America Inc. and Amoco Oil
Company relating to the purchase and sale of the Mandan
refinery and related assets. Pursuant to Item 601(b)(2) of
Regulation S-K, certain schedules and similar attachments to
this Asset Purchase Agreement have not been filed with this
exhibit. The schedules contain various items relating to the
assets acquired and the representations and warranties made by
the parties to the Asset Purchase Agreement. The Company
agrees to furnish supplementally any omitted schedule to the
SEC upon request.
2.2 Asset Purchase Agreement, dated July 16, 2001, by and among
the Company, BP Corporation North America Inc. and Amoco Oil
Company relating to the purchase and sale of the Salt Lake
City refinery and related assets. Pursuant to Item 601(b)(2)
of Regulation S-K, certain schedules and similar attachments
to this Asset Purchase Agreement have not been filed with this
exhibit. The schedules contain various items relating to the
assets acquired and the representations and warranties made by
the parties to the Asset Purchase Agreement. The Company
agrees to furnish supplementally any omitted schedule to the
SEC upon request.
99.1 Press Release dated August 27, 2001 by Tesoro Petroleum
Corporation.
99.2 Press Release dated September 4, 2001 by Tesoro Petroleum
Corporation.
</Table>
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