-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ESeEEmNL6Ks/dfGMWNmrb6q1dsED6esx/ybP49Hn11Krtw+9MNLkmCrOIbAL6tVq EVSofdCjVP0UHtHo/TBSkg== 0000909518-96-000094.txt : 19960408 0000909518-96-000094.hdr.sgml : 19960408 ACCESSION NUMBER: 0000909518-96-000094 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960405 SROS: NYSE SROS: PSE GROUP MEMBERS: ALAN KAUFMAN GROUP MEMBERS: COMMITTEE FOR NEW MANAGEMENT OF TESORO PETROLEUM CORP GROUP MEMBERS: GEORGE F. BAKER GROUP MEMBERS: JAMES H. STONE GROUP MEMBERS: KAUFMAN CHILDREN'S TRUST GROUP MEMBERS: KEVIN S. FLANNERY GROUP MEMBERS: PURCHASE, PENSION AND PROFIT SHARING KEOGH PLAN TRUSTS GROUP MEMBERS: ROBERT S. AND SUZANNE P. WASHBURN REVOCABLE TRUST GROUP MEMBERS: ROBERT S. WASHBURN GROUP MEMBERS: ROBERT S. WASHBURN, TRUSTEE FOR THE ROBERT S. WASHBURN MONEY GROUP MEMBERS: SEAN KENRICK FLANNERY TRUST GROUP MEMBERS: WHELAN MANAGEMENT CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32167 FILM NUMBER: 96544754 BUSINESS ADDRESS: STREET 1: 8700 TESORO DR CITY: SAN ANTONIO STATE: TX ZIP: 78217 BUSINESS PHONE: 2108288484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMITTEE FOR NEW MANAGEMENT OF TESORO PETROLEUM CORP CENTRAL INDEX KEY: 0001005233 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 150328589 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O BAKER & BOTTS LLP STREET 2: 885 THIRD AVE CITY: NEW YORK STATE: NY ZIP: 10022-4834 BUSINESS PHONE: 2127055028 MAIL ADDRESS: STREET 1: WHELAN MANAGEMENT CORP STREET 2: 8 HOLLEY ST PO BOX 1970 CITY: LAKEVILLE STATE: CT ZIP: 06039 SC 13D/A 1 AMEND NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 3) TESORO PETROLEUM CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.16-2/3 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 0008816091 - -------------------------------------------------------------------------------- (CUSIP Number) Gerald S. Backman, P.C. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 5, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with this statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Page 1 of 17 Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page should be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). NOTE: THIS STATEMENT CONSTITUTES AN ORIGINAL REPORT ON SCHEDULE 13D OF EACH OF THE REPORTING PERSONS (AS DEFINED IN THE SCHEDULE 13D). Page 2 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Kevin S. Flannery - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds PF, AF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States/Republic of Ireland - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 100 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 335,972 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 100 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 335,972 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 336,072 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] See Item 5 - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.3 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN Page 3 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Whelan Management Corp. - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC, AF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 317,615 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 0 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 317,615 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 317,615 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 1.2 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO Page 4 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Sean Kenrick Flannery Trust - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC, AF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization New York - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 18,357 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 0 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 18,357 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 18,357 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.1 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) 00 Page 5 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons George F. Baker - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds PF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 110,000 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 0 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 110,000 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 0 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 110,000 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.4 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN Page 6 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Alan Kaufman - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds PF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 581,500 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 20,000 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 581,500 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 20,000 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 601,500 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [X] See Item 5 - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 2.3 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN Page 7 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Kaufman Children's Trust - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC, AF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Indiana - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 20,000 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 0 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 20,000 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 20,000 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.1 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) 00 Page 8 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons James H. Stone - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds PF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 149,700 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 0 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 149,700 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 0 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 150,000 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.6 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN Page 9 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Robert S. Washburn - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds PF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 233,336 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 0 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 233,336 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 233,336 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.9 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN Page 10 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Robert S. and Suzanne P. Washburn Revocable Trust - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC, AF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization California - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 39,545 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 0 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 39,545 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 39,545 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.2 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) 00 Page 11 of 17 CUSIP No. 0008816091 - -------------------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Robert S. Washburn, Trustee for the Robert S. Washburn Money Purchase, Pension and Profit Sharing Keogh Plan Trusts - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [X] (b) [ ] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds WC, AF - -------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization California - -------------------------------------------------------------------------------- Number of (7) Sole Voting Power 0 shares Shares Bene- ___________________________________________________________________ ficially (8) Shared Voting Power 193,791 shares Owned by ___________________________________________________________________ Each Report- (9) Sole Dispositive Power 0 shares ing Person ___________________________________________________________________ With (10) Shared Dispositive Power 193,791 shares - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 193,791 shares - -------------------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 0.8 % - -------------------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) 00 Page 12 of 17 This Amendment No. 3 amends and supplements the Statement on Schedule 13D, as amended (the "Statement"), filed by the Stockholders' Committee for New Management of Tesoro Petroleum Corporation (the "Committee") relating to the shares of common stock, $0.16-2/3 par value (the "Shares"), of Tesoro Petroleum Corporation (the "Company"). Unless otherwise indicated, all capitalized terms shall have the same meaning as provided in the Statement as previously filed. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby supplemented by the addition of the following: On December 26, 1995, the Committee commenced a consent solicitation (the "Consent Solicitation") to remove the existing members of the Company's Board of Directors and replace them with the Committee Nominees. The Consent Solicitation was terminated pursuant to the Settlement Agreement described in Item 4 of this Amendment No. 3 as of April 4, 1996. From and after April 5, 1996, as a result of the termination of the Consent Solicitation, each member of the Committee and the other Reporting Persons expressly disclaims membership in any "group" within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934. ITEM 4. PURPOSE OF TRANSACTION Item 4 is hereby supplemented by the addition of the following: On April 5, 1996, Flannery, Kaufman, Washburn, Stone, Baker (each members of the Committee), Thompson, Galloway, Whelan (together with the members of the Committee, the "Solicitation Parties") and Ardsley Advisory Partners entered into a Settlement and Standstill Agreement, dated as of April 4, 1996 (the "Settlement Agreement"), with the Company. Pursuant to the Settlement Agreement, (i) the parties thereto agreed to the dismissal of the lawsuit in the United States District Court for the Western District of Texas, San Antonio Division and (ii) the Solicitation Parties agreed to terminate the Consent Solicitation. In addition, each of the Solicitation Parties severally agreed, among other things, that for a period beginning as of April 4, 1996 and ending on the earlier of the day after the Company's 1999 annual meeting or June 30, 1999 (the "Standstill Period") he or it shall not in any way, directly or indirectly, encourage (1) any attempt to take control of the Company, (2) any consent solicitation to remove any member of the Company's Board of Directors, (3) any solicitation of proxies to vote or become a participant in any election contest to remove any member of the Company's Board of Directors, (4) the nomination or election of any alternate director or slate of directors proposed from the floor at any meeting of the Company's stockholders or (5) any offers or indications of interest with respect to the acquisition or disposition of the Company or any of its business units. The Company agreed, among other things, to expand its Board of Directors to include nine members. Pursuant to the Settlement Agreement, the three new members of the Company's Board of Directors will be (1) Kaufman (beginning on or before April 12, 1996), (2) an individual who is independent of each of the Company, the Solicitation Parties and Ardsley Advisory Partners (beginning no later than July 31, 1996) and (3) an employee of Ardsley Advisory Partners (beginning on or before April 12, 1996). Further, each of these persons will remain members of the Company's Board of Directors throughout the Standstill Period. In the event that Kaufman dies, resigns or is removed pursuant to the terms of the Settlement Agreement, he shall not Page 13 of 17 be replaced. The foregoing description of certain of the terms of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached as Exhibit 12 and incorporated by reference herein. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended by (i) with respect to subsection (c), the additions to Schedule II as set forth in Schedule II attached hereto and (ii) with respect to subsections (a) and (b) as follows: (x) deleting the first sentence of the first paragraph thereof and replacing it with the following: (a) and (b). As of the date hereof, Whelan directly owned 117,615 Shares and held options to acquire an additional 200,000 Shares that expire on May 16, 1996. and (y) deleting the first sentence of the fourth paragraph thereof and replacing it with the following: As of the date hereof, Stone owned 50,000 Shares and held options to acquire 100,000 Shares that expire on May 16, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information regarding the Settlement Agreement set forth in Item 4 of this Amendment No. 3 is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby supplemented by the addition of the following: 12. Settlement and Standstill Agreement, dated as of April 4, 1996, among Kevin S. Flannery, Alan Kaufman, Robert S. Washburn, James H. Stone, George F. Baker, Douglas Thompson, Gale E. Galloway, Whelan Management Corp., Ardsley Advisory Partners and Tesoro Petroleum Corporation. 13. Joint Press Release of the Company and the Solicitation Parties, dated April 5, 1996. Page 14 of 17 SIGNATURES After reasonable inquiry and to the best of their respective knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct as of April 5, 1996. WHELAN MANAGEMENT CORP. SEAN KENRICK FLANNERY TRUST GEORGE F. BAKER ALAN KAUFMAN KAUFMAN CHILDREN'S TRUST JAMES H. STONE ROBERT S. WASHBURN ROBERT S. AND SUZANNE P. WASHBURN REVOCABLE TRUST ROBERT S. WASHBURN MONEY PURCHASE, PENSION AND PROFIT SHARING KEOGH PLAN TRUSTS By:/s/ Kevin S. Flannery ------------------------------- Name: Kevin S. Flannery Title: Attorney-in-Fact for All KEVIN S. FLANNERY /s/ Kevin S. Flannery ---------------------------------- Kevin S. Flannery Page 15 of 17 SCHEDULE II I. FLANNERY ENTITIES A. WHELAN MANAGEMENT CORP.
Number of Shares Price per Share Type of Transaction Date or Call Options or Option Contract Location - ------------------- ---- --------------- ------------------ -------- Sale 3/07/96 2,000 8 1/2 Exchange Sale 3/13/96 3,000 8 1/8 Exchange Sale 3/14/96 2,000 8 1/4 Exchange Sale 3/14/96 3,000 8 3/8 Exchange Sale 3/20/96 3,000 8 1/4 Exchange Sale 3/25/96 5,000 8 1/2 Exchange Sale 4/02/96 5,000 8 1/2 Exchange
IV. STONE
Number of Shares Price per Share Type of Transaction Date or Options or Option Contract Location - ------------------- ---- ---------- ------------------ -------- Purchase 3/11/96 300 8 Exchange Purchase 3/12/96 2,000 8 Exchange Sale of Options (Put) 3/12/96 300 218 3/4 Exchange Purchase of Options (Put) 3/12/96 300 206 1/4 Exchange Purchase 3/13/96 1,700 8 Exchange
Page 16 of 17 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION ------ ----------- 12 Settlement and Standstill Agreement, dated as of April 4, 1996, among Kevin S. Flannery, Alan Kaufman, Robert S. Washburn, James H. Stone, George F. Baker, Douglas Thompson, Gale E. Galloway, Whelan Management Corp., Ardsley Advisory Partners and Tesoro Petroleum Corporation. 13 Joint Press Release of the Company and the Solicitation Parties, dated April 5, 1996. Page 17 of 17 NYFS10...:\80\99980\0025\2401\SCH4016S.40F EX-12 2 SETTLEMENT AND STANDSTILL AGREEMENT EXHIBIT 12 SETTLEMENT AND STANDSTILL AGREEMENT ----------------------------------- This Agreement, dated as of April 4, 1996, is among Kevin S. Flannery, Alan Kaufman, Robert S. Washburn, James H. Stone, George F. Baker, Douglas Thompson, Gale E. Galloway, and Whelan Management Corp. (together, the "Solicitation Parties"), Ardsley Advisory Partners ("Ardsley"), and Tesoro Petroleum Corporation ("Tesoro"). WHEREAS, on or about December 26, 1995, The Stockholders Committee for New Management of Tesoro Petroleum Corporation, comprised of Messrs. Flannery, Kaufman, Washburn, Stone and Baker (the "Committee), announced its intention to engage in a solicitation (the "Solicitation") of written consents for the purpose, inter alia, of removing the current members of the Board of Directors of Tesoro and replacing them with a new Board comprised of Messrs. Kaufman, Stone, Baker, Thompson and Galloway, and in connection therewith filed with the Securities and Exchange Commission ("SEC") Schedule 13D and preliminary Schedule 14A statements relating thereto; and WHEREAS, on or about December 26, 1995, the Committee commenced an action in the United States District Court for the Western District of Texas (C.A. No. SA-95-CA- 1298) (the "Pending Action") against Tesoro and its Chief Executive Officer Bruce A. Smith; and WHEREAS, on or about January 8, 1996, defendants in the Pending Action filed their answer to the amended complaint, and defendant Tesoro asserted various counterclaims against the Solicitation Parties and others relating, inter alia, to the Solicitation; and ----- ---- WHEREAS, on or about March 1, 1996, the Committee filed a definitive Schedule 14A (the "Committee Schedule") with the SEC, and thereafter commenced the Solicitation pursuant thereto; and WHEREAS, the parties hereto have agreed to the terms of a proposed settlement that would result in the dismissal of the Pending Action and termination of the Solicitation substantially in accord with the terms set forth below; NOW, THEREFORE, in order to effectuate the settlement, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 1. The parties shall execute and file with the Court as soon as practicable a stipulation of dismissal without prejudice or costs to either side, encompassing all claims and counterclaims in the Pending Action. All discovery and other proceedings in the Pending Action shall be suspended in the interim. 2. The Solicitation Parties hereby agree to terminate the Solicitation by, among other things, (a) promptly filing an amended Schedule 13D Statement announcing the termination of the Solicitation, (b) promptly issuing, or causing to be issued, with Tesoro a joint press release announcing the settlement and termination of the Solicitation, and (c) executing such other documents as may be necessary or appropriate to accomplish the settlement set forth herein. In addition, by executing this Agreement Kevin S. Flannery hereby revokes all notices to Tesoro of his intention to submit a slate of candidates at the Company's 1996 annual meeting. 3. For a period beginning on the date hereof and ending on the earlier of the day after Tesoro's 1999 annual meeting or June 30, 1999 (the "Standstill Period"), each of the Solicitation Parties severally agrees on behalf of himself or itself and his or its affiliates, agents, representatives, or any person or entity controlled or under common control with any such member, that he or it shall not, directly or indirectly, (a) make, or in any way participate or assist in, or otherwise encourage any attempt to take control of Tesoro, without the approval of the Board, whether through the acquisition of shares of capital stock during a tender offer for the common stock of Tesoro, exercising voting rights with respect to shares of capital stock or otherwise, provided, however, that this provision shall not preclude any of the Solicitation Parties from tendering shares in response to a tender offer for Tesoro shares that is made without the participation, assistance or encouragement of any of the Solicitation Parties; (b) solicit any consent or participate or assist in any way or otherwise encourage any consent solicitation seeking, without the approval of the Board, to remove any member of the Tesoro Board of Directors and/or to elect one or more new directors or to take any other action which would have 2 the effect of removing any member of the Tesoro Board of Directors; (c) commence, support (including without limitation by giving a proxy or voting) or otherwise encourage any "solicitation" of "proxies" to vote (as such terms are defined in Rule 14a-1 of the Securities Exchange Act of 1934) or become a "participant" in any "election contest" (as such terms are defined in Rule 14a-11 of the Securities Exchange Act of 1934) in connection with any annual or special meeting of stockholders seeking, without the approval of the Board, to remove any member of the Tesoro Board of Directors and/or to elect one or more new directors not nominated for election by the Tesoro Board of Directors; (d) nominate, support (including without limitation by giving a proxy or voting) or otherwise encourage the nomination or election of any alternate director or slate of directors proposed from the floor at any annual or special meeting of Tesoro stockholders; or (e) without the approval of the Board, solicit, support or otherwise encourage any offers or indications of interest with respect to the acquisition or disposition of Tesoro or any of its business units. 4. Tesoro's Board of Directors shall be expanded to include nine members. Dr. Alan Kaufman shall be added to the Tesoro Board of Directors on or before April 12, 1996. Tesoro further agrees that Dr. Kaufman shall be nominated for election as part of the Board of Directors' recommended slate throughout the Standstill Period unless he dies, resigns or is removed pursuant to paragraph 9 below. Dr. Kaufman agrees to serve as a director, if elected by the requisite vote of shareholders, throughout the Standstill Period unless he dies, resigns or is removed pursuant to paragraph 9 below. 5. Tesoro also agrees to add to its Board of Directors throughout the Standstill Period another independent director with no prior relationship or connection to Tesoro, Ardsley or any of the Solicitation Parties, who shall be selected by the Board of Directors in accordance with governance procedures that have been adopted by the Board. Tesoro agrees that the individual selected pursuant to this paragraph shall be proposed for election as soon as possible but in no event later than July 31, 1996. In the event that the independent director selected pursuant to this paragraph shall at any time during the Standstill Period die, resign or be removed from the Board of Directors (for any reason other than the failure to receive the requisite vote of shareholders), Tesoro agrees to replace 3 such director with another independent director selected in accordance with the Company' By-laws and governance procedures then in effect. 6. Tesoro also agrees to provide Ardsley during the Standstill Period with the right to designate one of its employees (who shall not include any of the Solicitation Parties or any affiliate, agent or representative of, or other person or entity controlled by or under common control with, any of the Solicitation Parties) as a nominee for election to Tesoro's Board of Directors, subject to a normal background check. Tesoro agrees that the person designated by Ardsley pursuant to this paragraph will be added to the Tesoro Board on or before April 12, 1996. Tesoro further agrees that the employee designated by Ardsley pursuant to this paragraph shall be nominated for election as part of the Board's recommended slate throughout the Standstill Period unless he dies, resigns or is removed pursuant to paragraph 10 below. If such employee dies or resigns, Ardsley shall be entitled to designate another employee to become a director, subject to a normal background check. 7. Dr. Kaufman hereby agrees not to disclose without the consent of Tesoro any non-public information or trade secrets of Tesoro obtained in his capacity as a director of Tesoro to any unauthorized person including without limitation any of the Solicitation Parties, except as may be required by law. 8. Ardsley hereby agrees that the person designated pursuant to paragraph 6 above shall not disclose without the consent of Tesoro any non-public information or trade secrets of Tesoro obtained in his capacity as a director of Tesoro to any unauthorized person including without limitation any of the Solicitation Parties, except as may be required by law. 9. In the event of a breach of the provisions set forth in paragraphs 2, 3, 7, 12 or 13 of this Agreement by any of the Solicitation Parties, or in the event that the total common stock holdings of Dr. Kaufman shall at any time during the Standstill Period be reduced to less than 400,000 shares, or in the event that Dr. Kaufman shall, at any time during the Standstill Period, while he is a member of Tesoro's Board of Directors, announce his intention to vote or vote his shares of Tesoro common stock for any candidate other than the nominees for election to the Board of Directors of Tesoro proposed by a majority of Tesoro's 4 Board, Dr. Kaufman shall immediately tender his resignation and, at the option of Tesoro, be removed from the Tesoro Board. The death, resignation or removal pursuant to the terms of this Agreement of Dr. Alan Kaufman from the Tesoro Board shall not relieve any of the Solicitation Parties from their obligations hereunder, which shall continue and remain in effect until the conclusion of the Standstill Period. 10. In the event of a breach of the provisions set forth in paragraph 8 above, or in the event that at any time during the Standstill Period (a) the total common stock holdings of Ardsley shall at any time be reduced to 50 percent or less of the number of shares held as of the date hereof, or (b) Ardsley agrees or takes any action to support a change of control of Tesoro or the election to the Tesoro Board of any person other than a Board nominee, the director designated by Ardsley pursuant to paragraph 6 above shall immediately tender his resignation and, at the option of Tesoro, be removed from the Tesoro Board. Ardsley agrees to vote all shares of common stock of Tesoro owned by Ardsley or with respect to which it or its affiliates have voting discretion in favor of the entire slate of candidates proposed for election at Tesoro's 1996 annual meeting, provided it includes the individuals selected pursuant to paragraphs 4 and 6 above. For purposes of this paragraph, Ardsley shall be deemed the owner as of the date hereof of all shares covered by the option granted to Whelan Management Corp. on November 18, 1995, unless the option is exercised, in whole or in part, by Whelan or any other of the Solicitation Parties, in which case Ardsley shall not be deemed the owner as of the date hereof of any shares acquired pursuant to the exercise of such option. 11. In consideration of the above and in order to eliminate future legal fees and expenses associated with continued protracted litigation and the Solicitation, Tesoro agrees to pay the Solicitation Parties each of their reasonable out-of-pocket costs (including reasonable attorneys' fees) actually incurred in connection with the Pending Action and/or the Solicitation, up to a maximum of $700,000. Tesoro also agrees to pay Ardsley its reasonable out-of-pocket costs (including reasonable attorneys' fees) actually incurred in connection with the Pending Action, up to a maximum of $200,000. Tesoro hereby agrees to pay $500,000 to the Solicitation Parties and $140,000 to Ardsley upon execution of this Agreement and issuance of the joint press release required by paragraph 2 of this Agreement, with the balance to be paid within 15 days of receipt of the 5 documentation required by the succeeding sentence. Tesoro shall have the right to examine all invoices and other documentation necessary to substantiate the amount and reasonableness of any fees and expenses incurred. In the event of any dispute regarding the amount of expenses to be reimbursed pursuant to this paragraph, the parties agree to submit the dispute to binding arbitration. The arbitrator shall be Dean John Feerick of Fordham Law School or, if he declines or is unable to serve, a mutually agreeable person of similar standing in the legal community. The decision of the arbitrator shall be rendered within 90 days from the date submitted to the arbitrator and the decision shall be final, conclusive and not subject to appeal. In any such arbitration, the prevailing party (i.e., the party to whom the arbitrator awards the largest portion of the amount in dispute) shall recover his or its reasonable attorneys' fees in connection therewith. 12. Each of the Solicitation Parties, Ardsley and Tesoro severally agrees that during the Standstill Period neither he nor it nor any affiliate shall make any statement or take any action that is critical or disparaging of each other or the management or performance of Tesoro. Each of the Solicitation Parties and Ardsley further severally agrees that throughout the Standstill Period neither he nor it nor any of his or its affiliates will issue any press release, knowingly make any statements to the press or other news media, or make any critical or disparaging statement to any securities analyst or institutional investor regarding the management or performance of Tesoro. 13. Each of the Solicitation Parties has delivered herewith a Revocation of Consent (the "Revocation"), revoking all consents previously executed by such member or his affiliates, agents, representatives, or any person or entity controlled by or under common control with such member, if any, and such member represents and warrants to such effect to Tesoro. Each of such members, on behalf of himself or itself and his or its affiliates, agents, representatives, and any person controlled by or under common control with him, agrees to the following: A. Except as contemplated by paragraph C of this Section 13, neither he nor it nor any of his or its affiliates, agents, representatives, or any person or entity controlled by or under common control with such member, will sign or deliver any consents relating to any of the matters (the "Matters") as to which consents 6 NYFS07...:\56\73756\0003\1710\AGR4046M.510 are, were or are proposed to be solicited pursuant to the Committee Schedule. B. Neither he nor it nor any of his or its affiliates, agents, representatives, or any person or entity controlled by or under common control with such member, will take any action to revoke the Revocation. C. Neither he nor it nor any of his or its affiliates, agents, representatives, or any person or entity controlled by or under common control with such member, will deliver to Tesoro any consents relating to any of the Matters, except the consent dated April 1, 1996, relating to 100 shares of common stock of Tesoro held in the name of Kevin S. Flannery, which consent is covered and revoked by the Revocation. D. He and it and his and its affiliates, agents, representatives, and any person or entity controlled by or under common control with such member, will immediately cease soliciting consents relating to the Matters, will not encourage, and, in response to any inquiry will specifically discourage, all other persons with respect to the delivery to Tesoro of consents relating to any of the Matters. 14. The parties hereto agree that any breach of the this Agreement shall constitute irreparable harm and entitle any party to obtain immediate injunctive relief to enforce compliance with the terms hereof. The failure of any party to seek or obtain immediate relief shall not constitute a waiver of, and shall not relieve any party from, his or its obligations hereunder. 15. In the event that Tesoro or the Board of Directors of Tesoro shall breach the provisions of paragraphs 4, 5, 6 or 12 of this Agreement, the Solicitation Parties shall be relieved of their obligations pursuant to paragraphs 3 and 12 of this Agreement for the balance of the Standstill Period. In the event any of the Solicitation Parties shall breach the provisions of paragraphs 2, 3, 7, 12 or 13, Tesoro shall be relieved of its obligations pursuant to paragraphs 4, 5 and 12 of this Agreement. In the event that Tesoro or the Board of Directors of Tesoro shall breach the provisions of paragraphs 6 or 12 of this Agreement, Ardsley shall be relieved of its obligations pursuant to paragraphs 10 and 12 of this Agreement for the balance of the Standstill Period. In the event that Ardsley 7 shall breach the provisions of paragraphs 8, 10 or 12, Tesoro shall be relieved of its obligations pursuant to paragraphs 6 and 12 of this Agreement. 16. Immediately following the end of the Standstill Period, provided that the parties shall have complied with the provisions of this Agreement in all material respects, the parties hereto shall exchange mutual general releases with respect to all claims or counterclaims which have or could have been asserted, or which arise out of any of the acts, transactions or events alleged, in the Pending Action (the "Released Claims"). Tesoro hereby covenants not to sue any or each of the Solicitation Parties or Ardsley during the Standstill Period with respect to any Released Claim provided that such Solicitation Party or Ardsley, as the case may be, complies with his or its respective obligations pursuant to paragraphs 2, 3, 7, 12 and 13 above. Each of the Solicitation Parties hereby covenants not to sue Tesoro during the Standstill Period with respect to any Released Claim provided that Tesoro complies with its obligations pursuant to paragraphs 4, 5, 6 and 12 above. Each of the parties hereto hereby agrees to toll the running of the applicable statutes of limitations with respect to the Released Claims until the conclusion of the Standstill Period. The provisions of this paragraph shall not operate as a bar to an action to enforce the terms of this Agreement. 17. Except as otherwise provided herein, this Agreement shall remain in full force and effect throughout the Standstill Period, unless all of the parties hereto agree in writing to terminate this Agreement prior to the conclusion of the Standstill Period. 18. No modification, amendment or waiver of the terms of this Agreement shall be enforceable against any party hereto absent a written agreement signed by Tesoro and such other party. 19. If for any reason the settlement provided for herein is not consummated, all negotiations and proceedings relating to the settlement shall be without prejudice to the rights of the parties hereto, who shall be restored to the status quo existing as of the date of this agreement. 20. Neither this Agreement, nor the fact of its existence nor any of the terms hereof, nor any negotiations or proceedings relating thereto, shall be offered or 8 received in evidence in the Pending Action or in any other action or proceeding, other than an action to enforce the terms hereof, nor shall they be deemed to constitute any evidence or admission of liability or wrongdoing on the part of any party to the Pending Action, all of which is expressly denied, it being understood that the parties have agreed to enter into this Agreement and the settlement contemplated hereunder solely to avoid the expense, distraction and inconvenience of further protracted litigation and other proceedings. 21. This Agreement shall inure to the benefit of and is binding upon the parties and their respective officers, directors, employees, partners, heirs, executors, successors, representatives, agents and assigns. 22. This Agreement shall be governed by the laws of the State of New York, exclusive of the law on conflicts of laws. 9 23. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original. The executed signature pages from each actual or telecopied counterpart may be joined together and attached to such original and shall constitute one and the same instrument. Whelan Management Corp. /s/ Kevin S. Flannery ----------------------------- Kevin S. Flannery By: /s/ Kevin S. Flannery /s/ Alan Kaufman ------------------------------- ----------------------------- Title: President Alan Kaufman Ardsley Advisory Partners /s/ Robert S. Washburn ----------------------------- Robert S. Washburn By: /s/ Sanford B. Prater /s/ James H. Stone ------------------------------- ----------------------------- Title: Partner James H. Stone Tesoro Petroleum Corp. /s/ George F. Baker ----------------------------- George F. Baker By: /s/ Bruce A. Smith /s/ Douglas Thompson ------------------------------- ----------------------------- Title: President and Douglas Thompson Chief Executive Officer /s/ Gale E. Galloway ----------------------------- Gale E. Galloway 10 NYFS07...:\56\73756\0003\1710\AGR4046M.510 EX-13 3 PRESS RELEASE EXHIBIT 13 FOR IMMEDIATE RELEASE Contact: Greg Wright (210) 283-2440 TESORO AND DISSIDENT SHAREHOLDER GROUP AGREE TO END CONSENT SOLICITATION San Antonio, Texas -- April 5, 1996 -- Tesoro Petroleum Corporation (NYSE:TSO) and the Committee for New Management of Tesoro Petroleum Corporation today announced that an agreement has been reached to end a consent solicitation initiated by the Committee Dec. 26, 1995. Following is a summary of the terms of the agreement. o The Committee will terminate its current consent solicitation and both parties will dismiss all pending legal action. o The members of the dissident shareholder group have agreed that, for a period ending the earlier of the day after Tesoro's 1999 annual meeting or June 30, 1999, they will not seek to take over control of the company or support, encourage or assist any effort to elect anyone to Tesoro's Board of Directors other than nominees recommended by the board. o Three new directors will be named to Tesoro's board, increasing the number of directors to nine: One director will be Sanford B. Prater, a partner of Ardsley Advisory Partners, the company's largest shareholder; Dr. Alan Kaufman, a Committee member, will be elected as a second director; and the third will be selected by the board's Governance Committee but will have no prior connection to Tesoro, the Committee or Ardsley. "This consent solicitation has diverted management time and company resources from our primary objective of increasing shareholder value," Tesoro Chief Executive Officer Bruce Smith said. "Beginning last year, we have initiated cost savings, redeployed assets, lowered debt, strengthened management and improved corporate governance, all of which sets the stage for improved value. This is a program that needs our full attention. We believe this settlement represents a win-win solution for our shareholders since it adds additional shareholder representation on our board and will include individuals who will bring a different perspective to Tesoro. We welcome this change and are pleased that we can once again bring our full resources to bear on improving Tesoro's operations." Kevin Flannery, president of Whelan Management Corp., said "We have seen the implementation of many of the changes the Committee has sought and now believe the management and board of Tesoro are headed in the right direction to create shareholder value. We are pleased that members of the board now represent ownership of approximately 20% of Tesoro's outstanding shares." 2 Tesoro Petroleum Corporation is a natural resource company engaged in natural gas exploration and production, petroleum refining and marketing, and marine services. 3 -----END PRIVACY-ENHANCED MESSAGE-----