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 9, 2005
Tesoro 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)
(210) 828-8484
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
Tesoro Corporation (the "Company") on May 9, 2005 issued a press release (the
"Press Release") announcing financial results for its first quarter ended March
31, 2005. The Press Release is filed as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
The information above is being furnished, not filed, pursuant to Item 2.02 of
Form 8-K. Accordingly, the information in Item 2.02 of this Current Report,
including the Press Release, will not be incorporated by reference into any
registration statement filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated by
reference.
Item 7.01 Regulation FD Disclosure.
On May 9, 2005, the Company announced in the Press Release that its Board of
Directors had declared a quarterly cash dividend on common stock of $0.05 per
share payable on June 15, 2005 to shareholders of record on June 1, 2005.
The information above is being furnished, not filed, pursuant to Item 7.01 of
Form 8-K. Accordingly, the information in Item 7.01 of this Current Report,
including the Press Release, will not be incorporated by reference into any
registration statement filed by the Company under the Securities Act of 1933, as
amended, unless specifically identified therein as being incorporated by
reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release issued on May 9, 2005 by Tesoro Corporation.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: May 9, 2005
TESORO CORPORATION
By: /s/ GREGORY A. WRIGHT
------------------------------------
Gregory A. Wright
Executive Vice President
and Chief Financial Officer
3
Index to Exhibits
Exhibit Number Description
99.1 Press Release issued on May 9, 2005 by Tesoro Corporation.
4