- --------------------------------------------------------------------------------
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 5, 2002
TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
<Table>
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)
</Table>
Registrant's telephone number, including area code: (210) 828-8484
- --------------------------------------------------------------------------------
ITEM 5. OTHER EVENTS
On February 5, 2002, Tesoro Petroleum Corporation ("Tesoro") issued a
press release (the "Press Release") announcing that Tesoro has entered into an
asset purchase agreement with Valero Energy Corporation relating to Tesoro's
purchase of a refinery located in the San Francisco Bay Area of California along
with 70 associated retail sites throughout Northern California for a purchase
price of $945 million plus the value of inventory at closing, currently
estimated to be $130 million. We currently expect the financing of the
acquisition to consist of approximately $375 million of term loans, $70 million
of revolving credit loans, $450 million of senior subordinated debt and at least
$250 million of common stock or other equity linked securities. The foregoing is
qualified by reference to the Press Release which is filed as Exhibit 99.1 to
the Current Report on Form 8-K and is incorporated herein by reference.
Tesoro is furnishing herewith certain data being presented by certain
of its executive officers via conference call and simultaneous webcast
commencing at 9:30 a.m. Eastern Time on February 5, 2001. This data is filed as
Exhibit 99.2 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 5, 2002 by Tesoro
Petroleum Corporation.
99.2 Presentation Data.
2
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 5, 2002
TESORO PETROLEUM CORPORATION
By: /s/ Gregory A. Wright
------------------------------
Gregory A. Wright
Senior Vice President,
and Chief Financial Officer
3
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1 Press Release issued on February 5, 2002 by Tesoro Petroleum
Corporation.
99.2 Presentation Data.
</Table>
4