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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): MAY 3, 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 May 3, 2002 Tesoro Refining and Marketing Company ("Tesoro
Refining"), a subsidiary of Tesoro Petroleum Corporation ("Tesoro"), and
Ultramar Inc., a subsidiary of Valero Energy Corporation ("Valero"), entered
into an amendment dated May 3, 2002 (the "Second Amendment") to the Sale and
Purchase Agreement for Golden Eagle Refining and Marketing Assets ("Golden
Eagle"), dated February 4, 2002, as amended February 20, 2002, by and between
Tesoro Refining and Ultramar Inc. The Second Amendment is filed as Exhibit 2.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The Second Amendment, among other things, reduces the purchase price
for Golden Eagle by $50 million to $945 million, excluding the feedstock and
refined product inventory. In addition, the Second Amendment terms provide that
Tesoro Refining will pay a portion of the amended purchase price by issuing two
ten-year junior subordinated promissory notes, payable to Valero, with principal
amounts aggregating $150 million. The promissory notes will be subordinated in
all respects to Tesoro's existing senior subordinated notes.
On May 6, 2002 Tesoro issued a press release (the "Press Release")
announcing the terms of the Second Amendment. The Press Release is filed as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The foregoing is qualified by reference to Exhibits 2.1 and 99.1 to
this Current Report on Form 8-K.
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.
2.1 Second Amendment dated May 3, 2002 to the Sale and
Purchase Agreement for Golden Eagle Refining and
Marketing Assets dated February 4, 2002, as amended
February 20, 2002, by and between Tesoro Refining, a
subsidiary of Tesoro, and Ultramar, Inc., a
subsidiary of Valero, relating to the amended terms
of the purchase price. Pursuant to Item 601 (b) (2)
of Regulation S-K, Attachment 1 to this Second
Amendment has not been filed with this exhibit.
Attachment 1 contains various details regarding CARB
III expenditures. The Company agrees to furnish
supplementally the omitted Attachment to the SEC upon
request.
99.1 Press Release issued on May 6, 2002 by Tesoro
Petroleum Corporation.
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: May 9, 2002
TESORO PETROLEUM CORPORATION
By: /s/ Gregory A. Wright
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Gregory A. Wright
Senior Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
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EXHIBIT NUMBER DESCRIPTION
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2.1 Second Amendment dated May 3, 2002 to the Sale and
Purchase Agreement for Golden Eagle Refining and
Marketing Assets dated February 4, 2002, as amended
February 20, 2002, by and between Tesoro Refining, a
subsidiary of Tesoro, and Ultramar, Inc., a
subsidiary of Valero, relating to the amended terms
of the purchase price. Pursuant to Item 601 (b) (2)
of Regulation S-K, Attachment 1 to this Second
Amendment has not been filed with this exhibit.
Attachment 1 contains various details regarding CARB
III expenditures. The Company agrees to furnish
supplementally the omitted Attachment to the SEC upon
request.
99.1 Press Release issued on May 6, 2002 by Tesoro
Petroleum Corporation.
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