================================================================================
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 12, 2002
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 Identification No.)
of incorporation)
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
================================================================================
ITEM 5. OTHER EVENTS
On December 12, 2002, Tesoro Petroleum Corporation ("Tesoro") issued a
press release announcing that Tesoro had completed two of the three separate
transactions for the sale of 70 retail outlets in Northern California. The
proceeds from this transaction involving 47 retail outlets totaled $44 million,
including working capital, and 50% of such proceeds will be used to pay down
term debt. 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.
On December 13, 2002 Tesoro entered into an amendment (the "Second
Amendment") of its $1.275 billion credit agreement with Lehman Brothers Inc. (as
arranger), Lehman Commercial Paper Inc. (as syndication agent), Bank One, NA (as
administrative agent), ABN Amro Bank N.V., Credit Lyonnais New York Branch and
The Bank of Nova Scotia (as co-documentation agents) and a syndicate of banks,
financial institutions and other entities. Under terms of the Second Amendment,
Tesoro need only receive net proceeds of $167 million from the sale of assets
and apply $87.5 million of those proceeds toward the reduction of term debt by
December 31, 2002 to satisfy the terms of the Second Amendment. The original
agreement called for net proceeds of $175 million and the pay-down of $87.5
million in term debt by December 31, 2002. Tesoro is still obligated to generate
net proceeds of $200 million by March 31, 2003. In addition, if necessary, the
Second Amendment provides for a 45 day extension of the December 31, 2002
deadline to receive net proceeds of $167 million, although 100% of any proceeds
received after December 31, 2002 would be applied toward the reduction of term
debt. On December 16, 2002 Tesoro issued a press release announcing the amended
terms to the credit agreement. The foregoing is qualified by reference to the
Second Amendment which is filed as Exhibit 10.1 and the press release which is
filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated
herein by reference.
On December 20, 2002, Tesoro issued a press release announcing that
Tesoro had completed the sale of 23 retail outlets in Northern California for
$23 million, including working capital, 50% of which will be used to pay down
term debt. This transaction completed the sale of Tesoro's 70 Northern
California retail outlets for total proceeds of $67 million. The foregoing is
qualified by reference to the press release which is filed as Exhibit 99.3 to
this Current Report on Form 8-K and is incorporated herein by reference.
On December 26, 2002, Tesoro issued a press release announcing that
Tesoro had completed the sale of the Northern Great Plains Products System to
Kaneb Pipe Line Partners, L.P. for $100 million, $50 million of which will be
used to pay down term debt. The foregoing is qualified by reference to the press
release which is filed as Exhibit 99.4 to this Current Report on Form 8-K and is
incorporated herein by reference.
On December 31, 2002, Tesoro issued a press release announcing that
Tesoro had completed an agreement to sell and lease-back 30 of Tesoro's retail
outlets located in Alaska, Hawaii, Idaho and Utah for gross proceeds of almost
$41 million. Fifty percent of the net proceeds will be used to pay down term
debt. With this transaction, Tesoro met its $200 million asset sale goal for the
year 2002 set in June 2002, and satisfied its requirement to complete $200
million in "Asset Sales" (as defined in the credit agreement) by March 31, 2003.
The foregoing is qualified by reference to the press release which is filed as
Exhibit 99.5 to this Current Report on Form 8-K and is incorporated herein by
reference.
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.
10.1 Second Amendment dated December 13, 2002, among
Tesoro and Lehman Brothers Inc. (as arranger), Lehman
Commercial Paper Inc. (as syndication agent), Bank
One, NA (as administrative agent), ABN Amro Bank
N.V., Credit Lyonnais New York Branch and The Bank of
Nova Scotia (as co-documentation agents) and a
syndicate of banks, financial institutions other
entities, to $1,275,000,000 Amended and Restated
Credit Agreement, dated as of May 17, 2002, among
Tesoro and Lehman Brothers Inc. (as arranger), Lehman
Commercial Paper Inc. (as syndication agent), Bank
One, NA (as administrative agent), ABN Amro Bank
N.V., Credit Lyonnais New York Branch and The Bank of
Nova Scotia (as co-documentation agents) and a
syndicate of banks, financial institutions and other
entities.
99.1 Press release issued on December 12, 2002 by Tesoro
Petroleum Corporation.
99.2 Press release issued on December 16, 2002 by Tesoro
Petroleum Corporation.
99.3 Press release issued on December 20, 2002 by Tesoro
Petroleum Corporation.
99.4 Press release issued on December 26, 2002 by Tesoro
Petroleum Corporation.
99.5 Press release issued on December 31, 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: January 6, 2003
TESORO PETROLEUM CORPORATION
By: /s/ Gregory A. Wright
-----------------------------------
Gregory A. Wright
Senior Vice President
and Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
10.1 Second Amendment dated December 13, 2002, among
Tesoro and Lehman Brothers Inc. (as arranger), Lehman
Commercial Paper Inc. (as syndication agent), Bank
One, NA (as administrative agent), ABN Amro Bank
N.V., Credit Lyonnais New York Branch and The Bank of
Nova Scotia (as co-documentation agents) and a
syndicate of banks, financial institutions and other
entities, to $1,275,000,000 Amended and Restated
Credit Agreement, dated as of May 17, 2002, among
Tesoro and Lehman Brothers Inc. (as arranger), Lehman
Commercial Paper Inc. (as syndication agent), Bank
One, NA (as administrative agent), ABN Amro Bank
N.V., Credit Lyonnais New York Branch and The Bank of
Nova Scotia (as co-documentation agents) and a
syndicate of banks, financial institutions and other
entities.
99.1 Press release issued on December 12, 2002 by Tesoro
Petroleum Corporation.
99.2 Press release issued on December 16, 2002 by Tesoro
Petroleum Corporation.
99.3 Press release issued on December 20, 2002 by Tesoro
Petroleum Corporation.
99.4 Press release issued on December 26, 2002 by Tesoro
Petroleum Corporation.
99.5 Press release issued on December 31, 2002 by Tesoro
Petroleum Corporation.