-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ncZ3sGkK2Li7CmR4jSxDH72UnGdE2eJmAKPIuX2hgxQTjcrzrwRcOMYdNckbdpKb lq/aOIjpcrSgsT9EGSedig== 0000950123-94-000385.txt : 19940218 0000950123-94-000385.hdr.sgml : 19940218 ACCESSION NUMBER: 0000950123-94-000385 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: 2911 IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 34 SEC FILE NUMBER: 005-32167 FILM NUMBER: 94510390 BUSINESS ADDRESS: STREET 1: 8700 TESORO DR CITY: SAN ANTONIO STATE: TX ZIP: 78217 BUSINESS PHONE: 2108288484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: 6411 IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 SC 13D/A 1 AMENDMENT NO. 23 TO SC 13D, METLIFE/TESORO 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 23)* Tesoro Petroleum Corporation ---------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.16-2/3 per share ---------------------------------------------------------------------- (Title of Class of Securities) 88160910 ------------------------------- (CUSIP Number) John C. Kelsh, Esq., Metropolitan Life Insurance Company One Madison Avenue, New York, NY 10010 (212-578-3437) ---------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 16, 1994 ------------------------------------------------------- (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 the 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 five percent or less of such class.) (See Rule 13d-7.) 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 shall 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). Page 1 of 3 Pages 2 This Amendment No. 23 supplements and amends the Statement on Schedule 13D (the "Statement on Schedule 13D") filed with the Securities and Exchange Commission on February 27, 1985, as it has been amended from time to time thereafter, by Metropolitan Life Insurance Company ("Metropolitan") with respect to the shares of common stock, par value $.16-2/3 per share (the "Common Stock"), issued by Tesoro Petroleum Corporation (the "Issuer"), a Delaware corporation. Capitalized terms used herein without a definition have the meanings ascribed to them in the Statement on Schedule 13D. Item 4. Purpose of Transaction. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As previously disclosed, MetLife-Louisiana continues to give consideration to the disposition of all or a portion of its holdings of the Issuer's $2.20 Cumulative Convertible Preferred Stock ("Preferred Stock") and/or Common Stock, with the objective of realizing on its investment in the Issuer. MetLife-Louisiana is currently the owner of 100% of the issued and outstanding shares of the Preferred Stock (2,875,000 shares) and approximately 18% of the Common Stock (4,084,160 shares). In separate meetings on February 14, 1994 and February 15, 1994, representatives of Metropolitan met on a preliminary basis with two separate persons who expressed interest in purchasing all or a portion of MetLife-Louisiana's holdings of the Issuer's Preferred Stock and Common Stock. No agreement was reached at either of such meetings with respect to any such sale, but it is anticipated that further discussions with such persons, and perhaps with others, will take place. There can be no assurance, however, that any such further discussions or any such sale will occur. Page 2 of 3 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. METROPOLITAN LIFE INSURANCE COMPANY and on behalf of MetLife Security Insurance Company of Louisiana (formerly known as Charter Security Life Insurance Company (Louisiana)) By:/s/ John C. Kelsh -------------------------------- John C. Kelsh Vice President and Investment Counsel February 17, 1994
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