-----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, JfDsanJNNEMo2A1XPlwutrtgRvodmR3myZ3OOMrlA8lLig/dXtH1qpDKGhnGxjd8 8Mab7J0uXxh4Y8QGJDeOVg== 0000050104-95-000014.txt : 19951219 0000050104-95-000014.hdr.sgml : 19951219 ACCESSION NUMBER: 0000050104-95-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951218 ITEM INFORMATION: Other events FILED AS OF DATE: 19951218 SROS: NYSE SROS: PSE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03473 FILM NUMBER: 95602471 BUSINESS ADDRESS: STREET 1: 8700 TESORO DR CITY: SAN ANTONIO STATE: TX ZIP: 78217 BUSINESS PHONE: 2108288484 8-K 1 EXTENSION OF STOCKHOLDER RIGHTS PLAN 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 15, 1995 TESORO PETROLEUM CORPORATION (Exact Name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 1-3473 95-0862768 (Commission File Number) (I.R.S. Employer Identification No.) 8700 Tesoro Drive 78217 San Antonio, Texas (Zip code) (Address of principal executive offices) Registrant's telephone number, including area code (210) 828-8484 1 TESORO PETROLEUM CORPORATION FORM 8-K Item 5. Other Events. On December 15, 1995, the Board of Directors of Tesoro Petroleum Corporation ("Tesoro") extended the expiration date of Tesoro's Preferred Stock Purchase Rights issued pursuant to the Rights Agreement dated December 16, 1985, between Tesoro and InterFirst Bank of Fort Worth, N.A. (now, by substitution, Chemical Bank). The expiration date was extended to the close of business on July 24, 1996. Item 7. Financial Statements and Exhibits. (c) Exhibits 4. Copy of the resolution of the Board of Directors extending the Expiration Date relating to the Tesoro Preferred Stock Purchase Rights. 20. Press Release of the Company dated December 18, 1995, announcing extension of Expiration Date relating to Preferred Stock Purchase Rights. 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. TESORO PETROLEUM CORPORATION Date: December 18, 1995 By: /s/ James C. Reed, Jr. James C. Reed, Jr. Executive Vice President, General Counsel and Secretary 2 EXHIBIT INDEX Exhibit Description Page 4 Copy of the resolution of the Board of Directors 4 extending the Expiration Date relating to the Tesoro Preferred Stock Purchase Rights. 20 Press Release of the Company dated December 18, 5 1995, announcing extension of Expiration Date relating to Preferred Stock Purchase Rights. 3 EX-4 2 RESOLUTION FOR RIGHTS PLAN EXTENSION EXHIBIT 4 RESOLUTION FOR RIGHTS PLAN EXTENSION ADOPTED BY THE BOARD OF DIRECTORS ON DECEMBER 15, 1995 RESOLVED, that pursuant to the last sentence of Section 26 of the Rights Agreement dated December 16, 1985 (the "Rights Agreement"), between Tesoro Petroleum Corporation and InterFirst Bank of Fort Worth, N.A. (now, by substitution, Chemical Bank), the Board of Directors, in the name and on behalf of the Company, hereby elects to change the Expiration Date, as defined in the Rights Agreement, to be the close of business on July 24, 1996. EX-20 3 NEWS RELEASE DECEMBER 18, 1995 EXHIBIT 20 FOR IMMEDIATE RELEASE Contact: Greg Wright (210)283-2440 News Release TESORO ANNOUNCES EXTENSION OF STOCKHOLDER RIGHTS PLAN San Antonio, Texas -- Dec. 18, 1995 -- Tesoro Petroleum Corporation (NYSE:TSO) today announced its board of directors elected on Dec. 15 to extend the company's stockholder rights plan, which was scheduled to expire Dec. 16. The board voted to change the plan's expiration date to the close of business on July 24, 1996. The stockholder rights plan was extended to allow the board to consider whether the plan remains appropriate to continue ensuring that Tesoro shareholders would receive fair and equal treatment in the event of any proposed takeover of the company. The extension was not in response to any specific effort to acquire control of the company. Tesoro Petroleum Corporation is a natural resource company engaged in petroleum refining and marketing, natural gas exploration and production, and wholesale marketing of fuel and lubricants. -30- -----END PRIVACY-ENHANCED MESSAGE-----