-----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, IAT2y+8mZZyN/fj6zSqvT0LGcswTLY6JkyFG4K0OHPPVbaA3AVO9IAYKoyMM4/Jn sOkfvnzh4y3VbakR5EEQEA== 0000950129-02-002038.txt : 20020422 0000950129-02-002038.hdr.sgml : 20020422 ACCESSION NUMBER: 0000950129-02-002038 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020222 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020422 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03473 FILM NUMBER: 02616769 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/A 1 h96171a1e8-ka.txt TESORO PETROLEUM CORPORATION - FEBRUARY 22, 2002 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO CURRENT REPORT ON 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 22, 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 of incorporation) Identification No.) 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 - -------------------------------------------------------------------------------- The undersigned hereby amends and restates Item 7 of its Current Report on Form 8-K dated February 22, 2002 and filed on February 25, 2002, in its entirety to read as set forth below in order to refile Exhibit 23.1 in its entirety in the form attached hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial statements of businesses acquired. The following financial statements are incorporated by reference to Appendix A to the Company's Current Report on Form 8-K, File No. 1-3473, filed on February 25, 2002: FINANCIAL STATEMENTS OF GOLDEN EAGLE REFINING AND MARKETING ASSETS BUSINESS Report of Independent Public Accountants.......................A-2 Balance Sheets - December 31, 2001 and 2000....................A-3 Statements of Income - Year Ended December 31, 2001 and Four Months Ended December 31, 2000.................................A-4 Statements of Cash Flows - Year Ended December 31, 2001 and Four Months Ended December 31, 2000.................................A-5 Statements of Changes in Net Parent Investment - Year Ended December 31, 2001 and Four Months Ended December 31, 2000......A-6 Notes to Financial Statements..................................A-7 (b) Pro forma financial information. The following pro forma financial information is incorporated by reference to Appendix B to the Company's Current Report on Form 8-K, File No. 1-3473, filed on February 25, 2002: PRO FORMA FINANCIAL STATEMENTS Unaudited Pro Forma Combined Condensed Balance Sheet as of December 31, 2001..................................B-4 Unaudited Pro Forma Combined Condensed Statement of Operations for the Year Ended December 31, 2001................B-6 2 (c) Exhibits. 23.1 Consent of Arthur Andersen LLP. 99.1 Press Release issued on February 22, 2002 by Tesoro Petroleum Corporation (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, File No. 1-3473, filed on February 25, 2002). 3 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: April 22, 2002 TESORO PETROLEUM CORPORATION By: /s/ Gregory A. Wright ---------------------------------- Gregory A. Wright Senior Vice President and Chief Financial Officer 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ------------ 23.1 Consent of Arthur Andersen LLP. 99.1 Press Release issued on February 22, 2002 by Tesoro Petroleum Corporation (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K, File No. 1-3473, filed on February 25, 2002). 5 EX-23.1 3 h96171a1ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated February 14, 2002 (except Note 16 to the financial statements for which the date is February 20, 2002) on the Golden Eagle Refining and Marketing Assets Business as of December 31, 2001 and 2000 and for the year ended December 31, 2001 and the four month period ended December 31, 2000 incorporated by reference in this Form 8-K/A, into Tesoro Petroleum Corporation's previously filed Registration Statement File Nos. 333-25379, 333-39070 and 333-51789. /s/ Arthur Andersen LLP San Antonio, Texas April 18, 2002 -----END PRIVACY-ENHANCED MESSAGE-----