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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): FEBRUARY 21, 2002
TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 1-3473 95-0862768
(State or other jurisdiction (Commission File Number) (IRS Employer Identification No.)
of incorporation)
300 CONCORD PLAZA DRIVE 78216-6999
SAN ANTONIO, TEXAS (Zip Code)
(Address of principal executive offices)
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Registrant's telephone number, including area code: (210) 828-8484
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ITEM 5. OTHER EVENTS
On February 21, 2002, Tesoro Petroleum Corporation ("Tesoro") and
Valero Energy Corporation issued a joint press release (the "Press Release")
announcing amended terms for Tesoro's purchase of a refinery located in the San
Francisco Bay Area of California and 70 associated retail sites throughout
Northern California. The amended terms increase the purchase price by $50
million and eliminate Tesoro's previous obligation to pay contingency payments
of up to $150 million over a five-year period based on annual average California
refining industry spreads. The foregoing is qualified by reference to the Press
Release which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
The information presented may contain forward-looking statements and
certain assumptions upon which such forward-looking statements are in part
based. Numerous important factors, including those factors identified as Risk
Factors and Investment Considerations in Tesoro's Annual Report on Form 10-K and
other of the Company's filings with the Securities and Exchange Commission, and
the fact that the assumptions set forth in the presentation data could prove
incorrect, could cause actual results to differ materially from those contained
in such forward-looking statements.
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.
99.1 Press Release issued on February 21, 2002 by Tesoro
Petroleum Corporation and Valero Energy 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: February 21, 2002
TESORO PETROLEUM CORPORATION
By: /s/ Gregory A. Wright
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Gregory A. Wright
Senior Vice President,
and Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release issued on February 21, 2002 by Tesoro Petroleum
Corporation and Valero Energy Corporation.
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