-----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, MDc5a2h3JPmANu8qem1F+47/kSQLS4sIUzpqZUCxGwUp9sAZjkTTGPWUO2fuSj3V 2LYyqARlxdFQkVEOwfWpAw== 0000950129-02-000844.txt : 20020414 0000950129-02-000844.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950129-02-000844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020221 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020221 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: 02555002 BUSINESS ADDRESS: STREET 1: 300 CONCORD PLAZA DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78216-6999 BUSINESS PHONE: 2108288484 MAIL ADDRESS: STREET 1: 300 CONCORD PLAZA DRIVE CITY: SAN ANTONIO STATE: TX ZIP: 78216-6999 8-K 1 h94347e8-k.txt TESORO PETROLEUM CORPORATION - 2/21/2002 - -------------------------------------------------------------------------------- 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): FEBRUARY 21, 2002 TESORO PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 1-3473 95-0862768 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation) 300 CONCORD PLAZA DRIVE 78216-6999 SAN ANTONIO, TEXAS (Zip Code) (Address of principal executive offices)
Registrant's telephone number, including area code: (210) 828-8484 - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On February 21, 2002, Tesoro Petroleum Corporation ("Tesoro") issued a press release (the "Press Release") announcing Tesoro's first quarter 2002 earnings update. The foregoing is qualified by reference to the Press Release which is filed as Exhibit 99.1 to the Current Report on Form 8-K and is incorporated herein by reference. The information presented may contain forward-looking statements and certain assumptions upon which such forward-looking statements are in part based. Numerous important factors, including those factors identified as Risk Factors and Investment Considerations in Tesoro's Annual Report on Form 10-K and other of the Company's filings with the Securities and Exchange Commission, and the fact that the assumptions set forth in the presentation data could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of businesses acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 99.1 Press Release issued on February 21, 2002 by Tesoro Petroleum Corporation. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: February 21, 2002 TESORO PETROLEUM CORPORATION By: /s/ Gregory A. Wright ------------------------------ Gregory A. Wright Senior Vice President, and Chief Financial Officer 3 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release issued on February 21, 2002 by Tesoro Petroleum Corporation.
4 EX-99.1 3 h94347ex99-1.txt PRESS RELEASE DATED 2/20/02 Tesoro First Quarter 2002 Earnings Update SAN ANTONIO--(BUSINESS WIRE)--Feb. 21, 2002--Tesoro Petroleum Corporation (NYSE:TSO - news) announced today that due to continued deterioration in market fundamentals and the ongoing scheduled turnaround of its Washington refinery, management expects first quarter 2002 earnings to be below breakeven levels. "Industry spreads are well below historical levels in all our refining regions," stated Bruce Smith, chairman, president and CEO of Tesoro. "So far this year, industry spreads have averaged about $2.75 per barrel below the average spread seen during the fourth quarter of 2001. Normal seasonal factors make first quarter profitability more unpredictable, since margins for the first two months are typically weak. "March is generally the strongest month of the quarter, as gasoline demand and margins improve. This year, the predictability of March results are compounded by the uncertain near-term seasonal demand growth and the Washington turnaround which is scheduled to be completed in mid-March." The company anticipates if the current industry margin environment persists that earnings could be below the current First Call consensus of a loss of $0.09 per share. "Notwithstanding the uncertain first quarter outlook, we believe seasonal gasoline demand and announced industry throughput reductions will reduce inventory levels and improve margins. While we anticipate margin improvement, we do not believe margins will be as strong as 2000 and 2001 margins levels. "But, with the full year benefit of the Utah and Mandan acquisitions, the start up of our heavy oil project next month and the completion of our pending Golden Eagle asset acquisition next quarter, we believe that 2002 earnings per share will be stronger than the $2.10 per share earned last year," stated Smith. Tesoro Petroleum Corporation is an independent refiner and marketer of petroleum products and provider of marine logistics services. Tesoro operates five refineries in the western United States with a combined capacity of 390,000 barrels per day. Tesoro's growing retail marketing system includes more than 600 branded retail stations, of which approximately 200 are company owned and operated under the Tesoro and Mirastar brand. This news release contains certain statements that are "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements contain expectations of earnings per share, industry expectations including margin improvements, performance of the heavy oil conversion project, completion of the pending Golden Eagle Asset Acquisition and the Washington refining turnaround. Factors which may cause actual results to differ from those forward-looking statements include: changes in general economic conditions, the timing and extent of changes in demand for refined products, availability and cost of crude oil, other feedstocks or of refined products, the price differentials between light and heavy crude oils and light and heavy refined products, throughput and yield levels, disruptions due to equipment interruptions or failure at Company or third-party facilities, execution of planned capital projects and other factors beyond the Company's control. For more information concerning factors that could cause such a difference, see the company's annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which the Company becomes aware of, after the date hereof. - -------------------------------------------------------------------------------- Contact: Tesoro Petroleum Corporation, San Antonio Investor Relations: John Robertson, 210/283-2687 or Public Relations: Tara Ford, 210/283-2676 Page 1 -----END PRIVACY-ENHANCED MESSAGE-----