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