-----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, TcvP8PV358JpSFmxz1glWoxx4AtCsJGxeQ4OwRT7CVPByPlNygb0zYXJVDcTgYYI mtJM28SGdNq+651NypxnrQ== 0000050104-97-000002.txt : 19970418 0000050104-97-000002.hdr.sgml : 19970418 ACCESSION NUMBER: 0000050104-97-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970417 EFFECTIVENESS DATE: 19970417 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-25379 FILM NUMBER: 97583050 BUSINESS ADDRESS: STREET 1: 8700 TESORO DR CITY: SAN ANTONIO STATE: TX ZIP: 78217 BUSINESS PHONE: 2108288484 S-8 1 As filed with the Securities and Exchange Commission on April 17, 1997 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TESORO PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 95-0862768 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8700 TESORO DRIVE 78217-6218 SAN ANTONIO, TEXAS (Zip Code) (Address of Principal Executive Offices) TESORO PETROLEUM CORPORATION AMENDED AND RESTATED EXECUTIVE LONG-TERM INCENTIVE PLAN TESORO PETROLEUM CORPORATION 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN SHARES ISSUABLE IN CONNECTION WITH PAYMENT OF DIRECTOR RETAINER (Full title of the Plans) BRUCE A. SMITH CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER TESORO PETROLEUM CORPORATION 8700 TESORO DRIVE SAN ANTONIO, TEXAS 78217-6218 (Name and address of agent for service) (210) 828-8484 (Telephone number, including area code, of agent for service) With Copy to: FULBRIGHT & JAWORSKI L.L.P. 300 CONVENT, SUITE 2200 SAN ANTONIO, TEXAS 78205 (210) 224-5575 ATTENTION: PHILLIP M. RENFRO
CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED PRICE PER SHARE PRICE REGISTRATION FEE Common Stock, $.16-2/3 par value 1,400,000 $10.5625 $14,787,500 $4,482 Common Stock, $.16-2/3 par value 150,000 $10.5625 $1,584,375 $481 Common Stock, $.16-2/3 par value 100,000 $10.5625 $1,056,250 $320 Total $17,428,125 $5,283 F1 Shares registered under the Tesoro Petroleum Corporation Amended and Restated Executive Long-Term Incentive Plan. F2 There are also registered hereby such indeterminate number of shares of Common Stock as may become issuable by reason of the anti-dilution provisions of the Tesoro Petroleum Corporation Amended and Restated Executive Long-Term Incentive Plan and the Tesoro Petroleum Corporation 1995 Non-Employee Director Stock Option Plan. F3 Shares registered under the Tesoro Petroleum Corporation 1995 Non-Employee Director Stock Option Plan. F4 Shares registered for payment of annual retainer fee to certain directors of the Company. F5 Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h), on the basis of the average of the high and low closing prices of the Common Stock as reported on the New York Stock Exchange on April 14, 1997.
-2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT This Registration Statement covers 1,400,000 shares of Common Stock, $.16-2/3 par value per share ("Common Stock"), of Tesoro Petroleum Corporation, a Delaware corporation (the "Registrant" or the "Company"), being registered for use under the Tesoro Petroleum Corporation Amended and Restated Executive Long-Term Incentive Plan, 150,000 shares of Common Stock being registered for use under the Tesoro Petroleum Corporation 1995 Non-Employee Director Stock Option Plan and 100,000 shares of Common Stock being registered for distribution to the directors of the Company as payment of a portion of the directors' annual retainer fee. ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents previously filed by the Registrant with the Securities and Exchange Commission (the "Commission") are hereby incorporated by reference in this Registration Statement: 1. The Annual Report on Form 10-K of the Registrant for the year ended December 31, 1996; and 2. The description of the Registrant's Common Stock set forth under the caption "Description of Capital Stock" that is included in the Registrant's Registration Statement on Form 8-A dated April 21, 1969 (as amended by a Form 8 dated April 23, 1969). All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the filing hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. -3- ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by James C. Reed, Jr., Executive Vice President, General Counsel and Secretary of the Company. Mr. Reed currently holds (i) 14,840 shares of Common Stock free and clear of any restrictions (except with respect to resale restrictions under Rule 144), (ii) 924 shares credited to his account under the Tesoro Petroleum Corporation Thrift Plan, (iii) 75,000 shares of restricted Common Stock that are subject to forfeiture under the Tesoro Petroleum Corporation Amended and Restated Executive Long-Term Incentive Plan, and (iv) options to acquire 111,000 shares of Common Stock, of which options for 19,400 shares are currently exercisable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware General Corporation Law empowers the Registrant to, and the bylaws of the Registrant provide that it shall, indemnify to the full extent authorized or permitted by the laws of the State of Delaware any person who is made, or threatened to be made, a party to an action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Registrant, respectively, or serves or served any other enterprise at the request of the Registrant. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS 4.1 - Copy of the Tesoro Petroleum Corporation Amended and Restated Executive Long-Term Incentive Plan as amended through June 6, 1996 (incorporated by reference herein to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, File No. 1-3473). 4.2 - Copy of the Tesoro Petroleum Corporation 1995 Non-Employee Director Stock Option Plan. 4.3 - Board Resolution authorizing payment of the Director Retainer in shares of Common Stock. 5.1 - Opinion of James C. Reed, Jr., General Counsel of the Company, as to the legality of the securities being registered. -4- 23.1 - Consent of James C. Reed, Jr., General Counsel of the Company (included in Exhibit 5.1). 23.2 - Consent of Deloitte & Touche LLP. 24.1 - Powers of Attorney from the members of the Board of Directors of the Company (contained on signature pages hereof). ITEM 9. UNDERTAKINGS The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. -5- The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. -6- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on April 17, 1997. TESORO PETROLEUM CORPORATION By:/s/ Bruce A. Smith Bruce A. Smith Chairman of the Board of Directors, President and Chief Executive Officer -7- POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Bruce A. Smith and James C. Reed, Jr., or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same and all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting said attorney-in-fact and agent, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE Director, Chairman of the Board of Bruce A. Smith Directors, President and Chief , 1997 Executive Officer (Principal Executive Officer) Executive Vice President, , 1997 James C. Reed, Jr. General Counsel and Secretary (Principal Financial Officer) Vice President, Controller , 1997 Don E. Beere (Principal Accounting Officer) /s/ Steven H. Grapstein Director and Vice Chairman of April 17, 1997 Steven H. Grapstein the Board of Directors /s/ Robert J. Caverly Director April 17, 1997 Robert J. Caverly /s/ William J. Johnson Director April 17, 1997 William J. Johnson Director , 1997 Alan J. Kaufman /s/ Raymond K. Mason, Sr. Director April 17, 1997 Raymond K. Mason, Sr. -8- /s/ Patrick J. Ward Director April 17, 1997 Patrick J. Ward /s/ Murray L. Weidenbaum Director April 17, 1997 Murray L. Weidenbaum -9- SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio, State of Texas, on April 17, 1997. TESORO PETROLEUM CORPORATION By:/s/ Bruce A. Smith Bruce A. Smith Chairman of the Board of Directors, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Bruce A. Smith Director, Chairman of the Board of Bruce A. Smith Directors, President and Chief April 17, 1997 Executive Officer (Principal Executive Officer) /s/ James C. Reed, Jr. Executive Vice President, April 17, 1997 James C. Reed, Jr. General Counsel and Secretary (Principal Financial Officer) /s/ Don E. Beere Vice President, Controller April 17, 1997 Don E. Beere (Principal Accounting Officer) /s/ Steven H. Grapstein* Director and Vice Chairman of April 17, 1997 Steven H. Grapstein the Board of Directors /s/ Robert J. Caverly* Director April 17, 1997 Robert J. Caverly /s/ William J. Johnson* Director April 17, 1997 William J. Johnson Director , 1997 Alan J. Kaufman -10- /s/ Raymond K. Mason, Sr.* Director April 17, 1997 Raymond K. Mason, Sr. /s/ Patrick J. Ward* Director April 17, 1997 Patrick J. Ward /s/ Murray L. Weidenbaum* Director April 17, 1997 Murray L. Weidenbaum * By /s/ Bruce A. Smith April 17, 1997 Bruce A. Smith as attorney in fact -11- INDEX TO EXHIBITS Exhibit Number 4.1 - Copy of the Tesoro Petroleum Corporation Amended and Restated Executive Long-Term Incentive Plan as amended through June 6, 1996 (incorporated by reference herein to Exhibit 10.12 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, File No. 1-3473). 4.2 - Copy of the Tesoro Petroleum Corporation 1995 Non-Employee Director Stock Option Plan. 4.3 - Board Resolution authorizing payment of the Director Retainer in shares of Common Stock. 5.1 - Opinion of James C. Reed, Jr., General Counsel of the Company, as to the legality of the securities being registered. 23.1 - Consent of James C. Reed, Jr., General Counsel of the Company (included in Exhibit 5.1). 23.2 - Consent of Deloitte & Touche LLP. 24.1 - Powers of Attorney from the members of the Board of Directors of the Company (contained on signature pages hereof). EX-4.2 2 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN EXHIBIT 4.2 TESORO PETROLEUM CORPORATION 1995 Non-Employee Director Stock Option Plan 1. PURPOSE. This 1995 Non-Employee Director Stock Option Plan (the "Plan") of Tesoro Petroleum Corporation, a Delaware corporation (the "Company"), is adopted, subject to stockholder approval to the extent required by Paragraph 16 hereof, for the benefit of the directors of the Company who at the time of their service are not employees of the Company or any of its subsidiaries ("Non-Employee Directors"), and is intended to advance the interests of the Company by providing the Non-Employee Director with additional incentive to serve the Company by increasing their proprietary interest in the success of the Company through the issuance by the Company of non-qualified stock options. No incentive stock options will be granted under the Plan. 2. ADMINISTRATION. The Plan shall be administered by the Compensation Committee of the Board of Directors of the Company (the "Committee"). For the purposes of this Plan, a majority of the members of the Committee shall constitute a quorum for the transaction of business, and the vote of a majority of those members present at any meeting shall decide any question brought before that meeting. In addition, the Committee may take any action otherwise proper under the Plan by the affirmative vote, taken without a meeting, of a majority of its members. No member of the Committee shall be liable for any act or omission of any other member of the Committee or for any act or omission on his own part, including but not limited to the exercise of any power or discretion given to him under the Plan, except those resulting from his own gross negligence or willful misconduct. All question of interpretation and application of the Plan, or as to non-qualified options granted hereunder (the "Options"), shall be subject to the determination, which shall be final and binding, of a majority of the whole Committee. Notwithstanding the above, the selection of Non-Employee Directors to whom Options are to be granted, the number of shares subject to any Option, the exercise price of any Option and the term of any Option shall be as hereinafter provided and the Committee shall have no discretion as to such matters. 3. OPTION SHARES. The stock subject to the Options and other provisions of the Plan shall be shares of the Company's Common Stock, $.16-2/3 par value (or such other par value as may be designated by act of the Company's stockholders) (the "Common Stock"). In addition, for purposes of the Plan and the Options, the term Common Stock shall also be deemed to include any rights to purchase ("Rights") the Participating Preferred Stock, no par value, of the Company that may then be trading with the Common Stock as provided in the Page 2 Rights Agreement between the Company and Chemical Bank, N.A., relating to the Rights. The total amount of the Common Stock with respect to which Options may be granted shall not exceed in the aggregate 150,000 shares; provided, that the class and aggregate number of shares which may be subject to the options granted hereunder shall be subject to adjustment in accordance with the provisions of Paragraph 12 hereof. Such shares may be treasury shares or authorized but unissued shares. In the event that any outstanding Option for any reason shall expire or terminate by reason of the death of the optionee or the fact that the optionee ceases to be a director, the surrender of any such Option, or any other cause, the shares of Common Stock allocable to the unexercised portion of such Option may again be subject to an Option under the Plan. 4. GRANT OF OPTIONS. Subject to the provisions of Paragraph 16 and the availability under the Plan of a sufficient number of shares of Common Stock that may be issuable upon the exercise of outstanding Options, there shall be granted under the Plan to each Non-Employee Director as of February 23, 1995, and any director elected after such date, an Option to purchase 5,000 shares of Common Stock at a price per share of Common Stock (the "Option Price") equal to the fair market value of the Common Stock (as defined in Paragraph 7 hereof) as of the date of grant. In addition, each Non-Employee Director, while this Plan is in effect and shares are available for the grant of Options hereunder, shall be granted on the next day after each annual meeting of the Company's stockholders but no later than each June 1, if no annual meeting is held, an Option to purchase 1,000 shares of the Common Stock at an Option Price equal to the fair market value of the Common Stock as of such date, provided that if such date is not a date on which a closing price for the Common Stock is reported on the New York Stock Exchange, then the Option Price shall be the fair market value as of the first preceding date for which such a closing price is reported. 5. DURATION OF OPTIONS. Each Option granted under the Plan shall be exercisable for a term of ten years from the date of grant, subject to earlier termination as provided in Paragraph 9 hereof. 6. AMOUNT EXERCISABLE. Each Option may be exercised in whole or in part at any time commencing six months after the grant thereof. 7. EXERCISE OF OPTIONS. An optionee may exercise such optionee's Option by delivering to the Company a written notice stating (i) that such optionee wishes to exercise such Option on the date such notice is so delivered, (ii) the number of shares of stock with respect to which such Option is to be exercised and (iii) the address to which the certificate representing such shares of stock Page 3 should be mailed. In order to be effective, such written notice shall be accompanied by (i) payment of the Option Price of such shares of stock and (ii) payment of an amount of money necessary to satisfy any withholding tax liability that may result from the exercise of such Option. Each such payment shall be made by cash or check made payable to the order of the Company in U.S. dollars. If, at the time of receipt by the Company of such written notice, (i) the Company has unrestricted surplus in an amount not less than the Option Price of such shares of stock, (ii) all accrued cumulative preferential dividends and other current preferential dividends on all outstanding shares of preferred stock of the Company have been fully paid, (iii) the acquisition by the Company of its own shares of stock for the purpose of enabling such optionee to exercise such Option is otherwise permitted by applicable law and without any vote or consent of any stockholder of the Company, and (iv) there shall have been adopted, and there shall be in full force and effect, a resolution of the Board of Directors of the Company authorizing the acquisition by the Company of its own shares of stock for such purpose, then such optionee may deliver to the Company, in payment of the Option Price of the shares of stock with respect to which such Option is exercised, (x) certificates registered in the name of such optionee that represent a number of shares of stock legally and beneficially owned by such optionee (free of all liens, claims and encumbrances of every kind) and having a fair market value on the date of receipt by the Company of such written notice that is not greater than the Option Price of the shares of stock with respect to which such Option is to be exercised, such certificates to be accompanied by stock powers duly endorsed in blank by the record holder of the shares of stock represented by such certificates, with the signature of such record holder guaranteed by a national banking association (or, in lieu of such certificates, other arrangements for the transfer of such shares to the Company which are satisfactory to the Company) and (y) if the Option Price of the shares of stock with respect to which such Options are to be exercised exceeds such fair market value, a cashier's check drawn on a national banking association and payable to the order of the Company in an amount, in U.S. dollars, equal to the amount of such excess plus the amount of money necessary to satisfy any withholding tax liability that may result from the exercise of such Option. Notwithstanding the provisions of the immediately preceding sentence, the Committee, in its sole discretion, may refuse to accept shares of stock in payment of the Option Price of the shares of stock with respect to which such Option is to be exercised and, in that event, any certificates representing shares of stock that were received by the Company with such written notice shall be returned to such optionee, together with notice by the Company to such optionee of the refusal of the Committee to accept such shares of stock. The Company, at its option, upon the request of the optionee, may retain shares of Common Stock which would otherwise be Page 4 issued upon exercise of an Option to satisfy any withholding tax liability that may result from the exercise of such Option, which shares shall be valued for such purpose at their then fair market value. If, at the expiration of seven business days after the delivery to such optionee of such written notice from the Company, such optionee shall not have delivered to the Company a check payable to the order of the Company in an amount, in U.S. dollars, equal to the Option Price of the shares of stock with respect to which such Option is to be exercised, such written notice from the optionee to the Company shall be ineffective to exercise such Option. As promptly as practicable after the receipt by the Company of (i) such written notice from the optionee, (ii) payment, in the form required by the foregoing provisions of this Paragraph 7, of the Option Price of the shares of stock with respect to which such Option is to be exercised, and (iii) payment, in the form required by the foregoing provisions of this Paragraph 7, of an amount necessary to satisfy any withholding tax liability that may result from the exercise of such Option, a certificate representing the number of shares of stock with respect to which such Option has been so exercised, reduced, to the extent applicable by the number of shares retained by the Company to pay any required withholding tax such certificate to be registered in the name of such optionee, provided that such delivery shall be considered to have been made when such certificate shall have been mailed, postage prepaid, to such optionee at the address specified for such purpose in such written notice from the optionee to the Company. For purposes of this Paragraph 7, the "fair market value" of a share of stock as of any particular date shall mean the closing price of a share of stock on that date as reported in the New York Stock Exchange Composite Transactions Listing, provided that if no closing price for the stock was so reported on that date or if, in the discretion of the Committee, another means of determining the fair market value of a share of stock at such date shall be necessary or advisable, the Committee may provide for another means for determining such fair market value. 8. TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the optionee otherwise than by will or under the laws of descent and distribution, and shall be exercisable, during his lifetime, only by him. 9. TERMINATION. Except as may be otherwise expressly provided herein, each Option, to the extent it shall not previously have been exercised, shall terminate on the earlier of the following: Page 5 (a) On August 22, 1995, in the event that approval of the Plan by the stockholders of the Company is required by Paragraph 16 hereof and shall not have been obtained by such date; (b) Except as may be otherwise expressly provided herein, all Options shall terminate on the earlier of the date of the expiration of the Option or the date that is three months after the optionee ceases to be a member of the Company's Board of Directors, for any reason other than the death, permanent disability, or retirement of the optionee, during which period the optionee shall be entitled to exercise the Option in respect of the number of shares that the optionee would have been entitled to purchase had the optionee exercised the Option on the date the optionee ceased to be a member of the Company's Board of Directors. In the event the optionee ceases to be a member of the Company's Board of Directors because of his death, permanent disability or retirement from the Board of Directors of the Company, before the date of expiration of his Option, such Option shall continue fully in effect, including provisions providing for subsequent vesting of such Option, and shall terminate on the date of expiration of the Option notwithstanding any provision to the contrary in the optionee's option agreement. After the death of the optionee, his executors, administrators or any person or persons to whom his Option may be transferred by will or by the laws of descent and distribution, shall have the right, at any time prior to the termination of the Option to exercise the Option, in respect to the number of shares that the optionee would have been entitled to exercise if he were still alive. For purposes of this Paragraph 9, an optionee will be treated as having retired from the Company's Board of Directors if the optionee shall, at the time the optionee ceases to be a member of the Board of Directors of the Company, have served for at least an aggregate of three full years (excluding service while a full-time employee of the Company). (c) Ten years after the date of grant of such Option. 10. REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any shares under any Option if the issuance of such shares shall constitute a violation by the optionee or the Company of any provisions of any law or regulation of any governmental authority. Each Option granted under the Plan shall be subject to the requirements that, if at any time the Board of Directors of the Company or the Committee shall determine that the listing, registration or qualification of the shares subject thereto upon any securities exchange or under any state or federal law of the United States or of any other country or Page 6 governmental subdivision thereof, or the consent or approval of any governmental regulatory body, or investment or other representations, are necessary or desirable in connection with the issue or purchase of shares subject thereto, no such Option may be exercised in whole or in part unless such listing, registration, qualification, consent, approval or representation shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. If required at any time by the Board of Directors or the Committee, an Option may not be exercised until the optionee has delivered an investment letter to the Company. In addition, specifically in connection with the Securities Act of 1933 (as now in effect or hereafter amended), upon exercise of any Option, the Company shall not be required to issue the underlying shares unless the Committee has received evidence satisfactory to it to the effect that the holder of such Option will not transfer such shares except pursuant to a registration statement in effect under such Act or unless an opinion of counsel satisfactory to the Company has been received by the Company to the effect that such registration is not required. Any determination in this connection by the Committee shall be final, binding and conclusive. In the event the shares issuable on exercise of an Option are not registered under the Securities Act of 1933, the Company may imprint on the certificate for such shares the following legend or any other legend which counsel for the Company considers necessary or advisable to comply with the Securities Act of 1933. "The shares of stock represented by this certificate have not been registered under the Securities Act of 1933 or under the securities laws of any state and may not be sold or transferred except upon such registration or upon receipt by the Corporation of an opinion of counsel satisfactory, in form and substance to the Corporation, that registration is not required for such sale or transfer." The Company may, but shall in no event be obligated to, register any securities covered hereby pursuant to the Securities Act of 1933 (as now in effect or as hereafter amended) and, in the event any shares are so registered, the Company may remove any legend on certificates representing such shares. The Company shall not be obligated to take any other affirmative action in order to cause the exercise of an Option or the issuance of shares pursuant thereto to comply with any law or regulation of any governmental authority; provided however, that, if the Company shall decide to register Common Stock, the Company will use reasonable efforts to cause the Common Stock provided for in Paragraph 3 hereof to be so registered. 11. NO RIGHTS AS STOCKHOLDER. No optionee shall have rights as a stockholder with respect to shares covered by his Option until the date of issuance of a stock certificate for such shares; and, except as otherwise provided in Paragraph 16 Page 7 hereof, no adjustment for dividends, or otherwise, shall be made if the record date therefor is prior to the date of issuance of such certificate. 12. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of outstanding Options shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. If the Company shall effect a subdivision or consolidation of shares or other capital adjustment of, or the payment of a dividend in capital stock or other equity securities of the Company on, its Common Stock, or other increase or reduction of the number of shares of the Common Stock outstanding without receiving consideration therefor in money, services, or property, or the reclassification of its Common Stock, in whole or in part, into other equity securities of the Company, then (a) the number, class and per share price of shares of stock subject to outstanding Options hereunder shall be appropriately adjusted (or in the case of the issuance of other equity securities as a dividend on, or in a reclassification of, the Common Stock, the Options shall extend to such other securities) in such a manner as to entitle an optionee to receive, upon exercise of an Option, for the same aggregate cash compensation, the same total number and class or classes of shares (or in the case of a dividend of, or reclassification into, other equity securities, such other securities) he would have held after such adjustment if he had exercised his Option in full immediately prior to the event requiring the adjustment, or, if applicable, the record date for determining shareholders to be affected by such adjustment; and (b) the number and class of shares then reserved for issuance under the Plan (or in the case of a dividend of, or reclassification into, other equity securities, such other securities) shall be adjusted by substituting for the total number and class of shares of stock then received, the number and class or classes of shares of stock (or in the case of a dividend of, or reclassification into, other equity securities, such other securities) that would have been received by the owner of an equal number of outstanding shares of Common Stock as the result of the event requiring the adjustment. Comparable rights shall accrue to each optionee in the event of successive subdivisions, consolidations, capital adjustment, dividends or reclassifications of the character described above. Page 8 If the Company shall distribute to all holders of its shares of Common Stock (including any such distribution made to non-dissenting shareholders in connection with a consolidation or merger in which the Company is the surviving corporation and in which holders of shares of Common Stock continue to hold shares of Common Stock after such merger or consolidation) evidences of indebtedness or cash or other assets (other than cash dividends payable out of consolidated retained earnings not in excess of, in any one year period the greater of (a) $1.00 per share of Common Stock or (b) two times the aggregate amount of dividends per share paid during the preceding calendar year and dividends or distributions payable in shares of Common Stock or other equity securities of the Company described in the immediately preceding paragraph), then in each case the Option Price shall be adjusted by reducing the Option Price in effect immediately prior to the record date for the determination of stockholders entitled to receive such distribution by the fair market value, as determined in good faith by the Board of Directors of the Company (whose determination shall be of an Option) of the portion of the evidence of indebtedness or cash or other assets so to be distributed applicable to one share of Common Stock; provided that in no event shall the Option Price be less than the par value of a share of Common Stock. Such adjustment shall be made whenever any such distribution is made, and shall become effective on the date of the distribution retroactive to the record date for the determination of the stockholders entitled to receive such distribution. Comparable adjustments shall be made in the event of successive distributions of the character described above. If the Company shall make a tender offer for, or grant to all of its holders of its shares of Common Stock the right to require the Company or any subsidiary of the Company to acquire from such stockholders shares, of Common Stock at a price in excess of the Current Market Price (a "Put Right") or the Company shall grant to all of its holders of its shares of Common Stock the right to acquire shares of Common Stock for less than the Current Market Price (a "Purchase Right") then, in the case of a Put Right, the Option Price shall be adjusted by multiplying the Option Price in effect immediately prior to the record date for the determination of stockholders entitled to receive such Put Right by a fraction, the numerator of which shall be the number of shares of Common Stock then outstanding minus the number of shares of Common Stock which could be purchased at the Current Market Price for the aggregate amount which would be paid if all Put Rights are exercised and the denominator of which is the number of shares of Common Stock which would be outstanding if all Put Rights are exercised; and, in the case of a Purchase Right, the Option Price shall be adjusted by multiplying the Option Price in effect immediately prior to the record date for the determination of the stockholders entitled to receive such Purchase Right by a fraction, the numerator of which shall be the number of shares of Common Stock then outstanding plus the number of shares of Page 9 Common Stock which could be purchased at the Current Market Price for the aggregate amount which would be paid if all Purchase Rights are exercised and the denominator of which is the number of shares of Common Stock which would be outstanding if all Purchase Rights are exercised. In addition, the number of shares subject to the Option shall be increased by multiplying the number of shares then subject to the Option by a fraction which is the inverse of the fraction used to adjust the Option Price. Notwithstanding the foregoing if any such Put Rights or Purchase Rights shall terminate without being exercised, the Option Price and number of shares subject to Option shall be appropriately readjusted to reflect the Option Price and number of shares subject to the Option which would have been in effect if such unexercised Rights had never existed. Comparable adjustments shall be made in the event of successive transactions of the character described above. After the merger of one or more corporations into the Company, after any consolidation of the Company and one or more corporations, or after any other corporate transaction described in Section 425(a) of the Internal Revenue Code of 1986, as amended (the "Code"), in which the Company shall be the surviving corporation, each optionee, at no additional cost, shall be entitled to receive, upon any exercise of his Option, in lieu of the number of shares as to which the Option shall then be so exercised, the number and class of shares of stock or other equity securities to which the optionee would have been entitled pursuant to the terms of the agreement of merger or consolidation if at the time of such merger or consolidation such optionee had been a holder of a number of shares of Common Stock equal to the number of shares as to which the Option shall then be so exercised and, if as a result of such merger, consolidation or other transaction, the holders of Common Stock are not entitled to receive any shares of Common Stock pursuant to the terms thereof, each optionee, at no additional cost shall be entitled to receive, upon exercise of his Option, such other assets and property, including cash, to which he would have been entitled if at the time of such merger, consolidation or other transaction he had been the holder of the number of shares of Common Stock equal to the number of shares as to which the Option shall then be so exercised. Comparable rights shall accrue to each optionee in the event of successive mergers or consolidations of the character described above. After a merger of the Company into one or more corporations, after a consolidation of the Company and one or more corporations, or after any other corporate transaction described in Section 425(a) of the Code in which the Company is not the surviving corporation, each optionee shall, at no additional cost, be entitled at the option of the surviving corporation (i) to have his then existing Option assumed or have a new option substituted for the existing Option by the surviving corporation to the transaction which is then employing him, or a parent or subsidiary of such corporation, on a basis where the excess Page 10 of the aggregate fair market value of the shares subject to the option immediately after the substitution or assumption over the aggregate Option Price of such option is equal to the excess of the aggregate fair market value of all shares subject to the option immediately before such substitution or assumption over the aggregate Option Price of such shares, provided that the shares subject to the new option must be traded on the New York or American Stock Exchange or quoted on the National Association of Securities Dealers Automated Quotation System, or (ii) to receive, upon any exercise of his Option, in lieu of the number of shares as to which the Option shall then be so exercised, the securities, property and other assets, including cash, to which the optionee would have been entitled pursuant to the terms of the agreement of merger or consolidation or the agreement giving rise to the other corporate transaction if at the time of such merger, consolidation or other transaction such optionee had been the holder of the number of shares of Common Stock equal to the number of shares as to which the Option shall then be so exercised. If a corporate transaction described in Section 425(a) of the Code which involves the Company is to take place and there is to be no surviving corporation while an Option remains in whole or in part unexercised, it shall be canceled by the Board of Directors as of the effective date of any such corporate transaction but before that date each optionee shall be provided with a notice of such cancellation and each optionee shall have the right to exercise such Option in full (without regard to any limitations set forth in or imposed pursuant to Paragraph 9 of this Plan) to the extent it is then still unexercised during a 30-day period preceding the effective date of such corporate transaction. For purposes of this Paragraph 12, Current Market Price per share of Common Stock shall mean the last reported price for the Common Stock in the New York Stock Exchange Composite Transaction listing on the trading day immediately preceding the first trading day on which, as a result of the establishment of a record date or otherwise, the trading price reflects that an acquiror of Common Stock in the public market will not participate in or receive the payment of any applicable dividend or distribution. Except as hereinbefore expressly provided, the issue by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock then subject to outstanding Options. Page 11 13. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors may modify, revise or terminate this Plan at any time and from time to time; provided, however, that without the further approval of the holders of at least a majority of the outstanding shares of voting stock, or if the provisions of the corporate charter, by-laws or applicable state law prescribes a greater degree of stockholder approval for this action, without the degree of stockholder approval thus required, the Board of Directors may not (a) change the aggregate number of shares which may be issued under Options pursuant to the provisions of the Plan; (b) reduce the Option Price permitted for the options; or (c) extend the term during which an option may be exercised or the termination date of this Plan unless, in each such case, the Board of Directors of the Company shall have obtained an opinion of legal counsel to the effect that stockholder approval of the amendment is not required (i) by law, (ii) by the rules and regulations of, or any agreement with, the New York Stock Exchange or (iii) in order to make available to the optionee with respect to any option granted under the Plan, the benefits of Rule 16b-3 of the Rules and Regulations under the Securities Exchange Act of 1934, or any similar or successor rule. In addition, the terms of this Plan stating who may participate in the Plan, the number of shares of stock subject to an option which may be granted to any participant, the determination of the Option Price, the time for vesting and the term of an Option may not be amended more often than once every six months. 14. WRITTEN AGREEMENT. Each Option granted hereunder shall be embodied in a written option agreement, which shall be subject to the terms and conditions prescribed above, and shall be signed by the optionee and by the appropriate officer of the Company for and in the name and on behalf of the Company. Such an option agreement shall contain such other provisions as the Committee in its discretion shall deem advisable. 15. INDEMNIFICATION OF COMMITTEE. The Company shall indemnify each present and future member of the Committee against, and each member of the Committee shall be entitled without further act on his part to indemnity from the Company for, all expenses (including the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation, other than amounts paid to the Company itself) reasonably incurred by him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his being or having been a member of the Committee, whether or not he continues to be such member of the Committee at the time of incurring such expenses; provided, however, that such indemnity shall not include any expenses incurred by any such member of the Committee (a) in respect of matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been guilty of gross negligence or willful misconduct in the performance of his duty as such member of the Committee, or (b) in respect of any matter in which any settlement is effected, to an amount in Page 12 excess of the amount approved by the Company on the advice of its legal counsel; and provided further, that no right of indemnification under the provisions set forth herein shall be available to or enforceable by any such member of the Committee unless, within 60 days after institution of any such action, suit or proceeding, he shall have offered the Company, in writing, the opportunity to handle and defend same at its own expense. The foregoing right of indemnification shall inure to the benefit of the heirs, executors or administrators of each such member of the Committee and shall be in addition to all other rights to which such member of the Committee may be entitled to as a matter of law, contract, or otherwise. Nothing in this Section 15, shall be construed to limit or otherwise affect any right to indemnification, or payment of expense, or any provisions limiting the liability of any officer or director of the Company or any member of the Committee, provided by law, the Certificate of Incorporation of the Company or otherwise. 16. EFFECTIVE DATE OF PLAN. The Plan shall become effective and shall be deemed to have been adopted on February 23, 1995, if within one year of that date either (i) it shall have been approved by the holders of at least a majority of the outstanding shares of voting stock of the Company or if the provisions of the corporate charter, by-laws or applicable state law prescribes a greater degree of stockholder approval for this action, the approval by the holders of that percentage, at a meeting of stockholders or (ii) the Committee shall have received an opinion of legal counsel to the effect that such approval is not required (a) by law, (b) by the rules and regulations of, or any agreement with, the New York Stock Exchange or (c) in order to make available to the optionee with respect to the Option the benefits of Rule 16b-3 of the Rules and Regulations under the Securities Exchange Act of 1934. No Option shall be granted pursuant to the Plan after February 23, 2005. EX-4.3 3 BOARD RESOLUTIONS EXHIBIT 4.3 BOARD RESOLUTIONS Payment of Director Retainer in Shares of Common Stock RESOLVED, that one-half of the director's annual retainer be paid in Common Stock of the Company on an annual basis by the Company issuing to each director within 30 days after the annual meeting of shareholders of the Company (commencing with the annual meeting held in 1997) at which the person is elected as a director a number of shares, rounded up to the nearest whole share, equal to one half of the annual retainer in effect on the date of such meeting divided by the average of the closing prices for the Common Stock, as reported on the New York Stock Exchange composite transaction tape, for the ten trading days prior to such annual meeting of shareholders; FURTHER RESOLVED, that any person elected to be a director between annual meetings of shareholders, shall be issued shares of Common Stock based on the terms of the foregoing resolution except that the number of shares to be issued shall equal (rounded up to the nearest whole share) the number of shares which would have been issued had the person been elected at the immediately preceding annual meeting times a fraction, the numerator of which shall be 365 minus the number of days since the last annual meeting and denominator of which shall be 365; FURTHER RESOLVED, that the shares of Common Stock issued to the directors in accordance with the foregoing resolutions shall be held by the Company and may not be sold, pledged or otherwise disposed of by the director and shall not be delivered by the Company to the director until the earliest of (i) the first anniversary date of the annual meeting of shareholders which immediately preceded the issuance of such shares or (ii) the next succeeding annual meeting of shareholders or (iii) the date on which the person ceases to be a director; provided that, in the case of clause (iii), if the person ceases to be a director otherwise than on account of death or disability, the number of shares of Common Stock to be delivered by the Company to the person shall be reduced by a fraction thereof which shall have a numerator equal to the number of days from the date of termination as a director to the first anniversary date of the immediately preceding annual meeting and a denominator equal to 365 and the shares not delivered to the director as a result of such reduction shall be returned to the Company; FURTHER RESOLVED, that the director in whose name the shares of Common Stock are issued in accordance with the foregoing resolutions shall have full voting rights with respect thereto from and after their date of issue and all dividends thereon and other distributions with respect thereto which are paid or made while such shares are being held by the Company shall be retained in a separate account by the Company for the benefit of the director and shall be paid or delivered over to the director at the same time the shares of Common Stock with respect to which such dividends were paid or such distributions were made are delivered to the director, and dividends or other distributions with respect to shares of Common Stock which are forfeited to the Company shall be returned to the Company for its own account; FURTHER RESOLVED, that the certificates evidencing the shares of Common Stock issued pursuant to these resolutions shall contain a legend to the effect that the shares evidenced thereby have been issued pursuant to these resolutions and are subject to all of the restrictions and provisions set forth herein, provided that such legend shall be removed and new certificates shall be issued at the time the shares are delivered to the director as provided in these resolutions; FURTHER RESOLVED, that there are hereby reserved for issuance for payment of annual retainers pursuant to these resolutions 100,000 shares of the Company's Common Stock; FURTHER RESOLVED, that upon issuance of shares Common Stock in payment for part of a director's annual retainer, such shares shall be deemed to be issued for services rendered to the Company at least equal to such share's par value and shall be considered fully paid and nonassessable; FURTHER RESOLVED, that the appropriate officers of the Company are hereby authorized to prepare, or cause to be prepared, a registration statement or registration statements (the "Registration Statement") on Form S-8, with such amendments thereto as may be necessary, for the registration under the Securities Act of 1933 of the shares of Common Stock to be issued in payment of a part of a director's annual retainer pursuant to these resolutions, to execute the Registration Statement and to cause it to be filed with the Securities and Exchange Commission; FURTHER RESOLVED, that the Company's Corporate Secretary, whose address is 8700 Tesoro Drive, San Antonio, Texas 78217, is hereby designated as the Company's agent for service of process, authorized to receive communications and notices from the Securities and Exchange Commission with respect to the Registration Statement and to exercise all powers conferred upon such agent by the rules and regulations of the Securities and Exchange Commission under the Securities Act of 1933; FURTHER RESOLVED, that the President and any Vice President, and each of them, is authorized and directed from time to time to prepare and execute, in the name 2 and on behalf of the Company, and to file or cause to be filed on behalf of the Company with the Securities and Exchange Commission any and all amendments to the Registration Statement and other documents relating thereto or required by law or regulation in connection therewith, and to take any and all other action as such officers or any of them may consider necessary or advisable to effect the registration under the Securities Act of 1933 of the Common Stock to be issued in payment of a part of a director's annual retainer pursuant to these resolutions; FURTHER RESOLVED, that each officer and director who may be required to sign and execute the Registration Statement or any amendment thereto or any document required in connection therewith or required by the sale of the Common Stock covered thereby (whether on behalf of the Company as an officer or director of the Company or otherwise) is hereby authorized to execute a Power of Attorney authorizing James C. Reed, Jr., his true and lawful attorney to sign in his name, place and stead in any such capacity the Registration Statement and any and all amendments to the Registration Statement and documents in connection therewith, and that such attorney is hereby authorized to sign the Registration Statement and any and all amendments and all other documents in the name, place and stead of each such officer and director who shall have executed such power of attorney (whether acting on behalf of the Company, as an officer or director of the Company or otherwise); FURTHER RESOLVED, that it is desirable and in the best interest of the Company that the Common Stock that may be issued in payment of a part of a director's annual retainer pursuant to these resolutions be qualified or registered in various states; that the President, any Vice President and the Secretary or any Assistant Secretary of the Company, and each of them, are hereby authorized to determine the states in which appropriate action shall be taken to qualify or register all or part of such shares as such officer or officers may deem advisable; that each of such officers is hereby authorized to perform on behalf of the Company any and all such acts as he shall deem necessary or advisable in order to comply with the applicable laws of any such state, and in connection therewith to execute and file all requisite papers and documents, including, but not limited to, applications, reports, surety bonds, irrevocable consents and appointments of attorneys for service of process; and that the execution by any such officer of any such paper or document or the doing by him of any act in connection with the foregoing matters shall conclusively establish his authority and ratification by the Company of the papers and documents so executed and the actions so taken; FURTHER RESOLVED, that the President, any Vice President, the Secretary and any Assistant Secretary of the Company be, and each of them hereby is, authorized, in the name and on behalf of the Company, to make application to the New York Stock Exchange for the listing thereon, upon official notice of issuance, of all of such shares, and that the President, any Vice President, the Secretary or any Assistant 3 Secretary of the Company be, and each of them hereby is, authorized to execute and deliver such documents and agreements for listing and to appear, if requested, before officials of such exchange; and FURTHER RESOLVED, that in addition to and without limiting the foregoing, the authorized officers of the Company, and each of them, are hereby authorized and directed to take, or cause to be taken, such further action and to execute and deliver, or cause to be executed and delivered, in the name and on behalf of the Company, all such further instruments and documents as any proper officer, with the advice of counsel, may deem to be necessary or advisable in order to effect the purpose and intent of the foregoing resolutions and to be in the interests of the Company (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments, as the case may be, by or under the direction of any authorized officer), and all action heretofore taken by the officers of the Company in connection with the subject of the foregoing resolutions be and it hereby is approved, ratified and confirmed in all respects. 4 EX-5.1 4 COUNSEL OPINION EXHIBIT 5.1 [Opinion of James C. Reed, Jr., General Counsel of the Company, as to the legality of the securities being registered.] April 17, 1997 Tesoro Petroleum Corporation 8700 Tesoro Drive San Antonio, Texas 78217 Gentlemen: As General Counsel and Secretary of Tesoro Petroleum Corporation, a Delaware corporation (the "Company"), I am familiar with the registration under the Securities Act of 1933, as amended, of 1,400,000 shares of the Company's common stock, $.16-2/3 par value ("Common Stock"), to be offered upon the terms and subject to the conditions set forth in the Tesoro Petroleum Corporation Amended and Restated Executive Long-Term Incentive Plan, 150,000 shares of the Company's Common Stock to be offered upon the terms and subject to the conditions set forth in the Tesoro Petroleum Corporation 1995 Non-Employee Director Stock Option Plan and 100,000 shares of Common Stock being registered for distribution to the directors of the Company as payment of a portion of the directors' annual retainer fee (collectively, the "Shares," and the foregoing plans are referred to herein as the "Plans"). In connection therewith, I have examined the Amended and Restated Certificate of Incorporation of the Company, as amended, the Bylaws of the Company, the Plans, records of relevant corporate proceedings with respect to the offering of the Shares and such other documents and instruments as I have deemed necessary or appropriate for the expression of the opinion contained herein. I have also reviewed the Company's Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission with respect to the Shares (the "Registration Statement"). I have assumed the authenticity and completeness of all records, certificates and other instruments submitted to me and the correctness of all statements of fact contained therein. Based on the foregoing and having regard for such legal considerations as I have deemed relevant, I am of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ James C. Reed, Jr. James C. Reed, Jr. General Counsel EX-23.2 5 AUDITOR'S CONSENT EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT Board of Directors and Stockholders Tesoro Petroleum Corporation We consent to the incorporation by reference in this Registration Statement of Tesoro Petroleum Corporation on Form S-8 of our report dated January 23, 1997, appearing in the Annual Report on Form 10-K of Tesoro Petroleum Corporation for the year ended December 31, 1996. DELOITTE & TOUCHE LLP San Antonio, Texas April 17, 1997 -----END PRIVACY-ENHANCED MESSAGE-----