-----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, CWrxq5zwdnmrAaFmlcCe4LEEuGvoKbvbNB9Jyf3ZV57xTXdxhBfRN1VJ1VcSKlZs z3raKjxGLxCx1KxgWvOFKA== 0000950129-03-001799.txt : 20030402 0000950129-03-001799.hdr.sgml : 20030402 20030402083050 ACCESSION NUMBER: 0000950129-03-001799 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030401 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030402 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: 03635384 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 h04555e8vk.txt TESORO PETROLEUM CORPORATION ================================================================================ 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): April 1, 2003 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 April 1, 2003, Tesoro Petroleum Corporation ("Tesoro") issued a press release announcing completion of the CARB III project at its California refinery. The foregoing is qualified by reference to the press release which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. On April 2, 2003, Tesoro issued a press release announcing a private offering of $400 million of senior secured notes. The foregoing is qualified by reference to the press release which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. As previously disclosed in our Annual Report on Form 10-K, Tesoro is also negotiating a new senior secured credit facility and a term loan agreement with terms designed to (1) increase Tesoro's capacity to borrow for working capital needs, (2) allow Tesoro to issue letters of credit instead of making early payments and prepayments to certain suppliers (which have ranged from approximately $80 million to $160 million at month-end for the last nine months) and apply the funds that would otherwise have been used for those payments and prepayments to repay debt and (3) substantially modify the financial covenants Tesoro has under its existing senior secured credit facility. Tesoro previously reported its acquisition of the 168,000 barrel-per-day Golden Eagle refinery located in Martinez, California in the San Francisco Bay area along with 70 associated retail sites throughout northern California (collectively the "California Business") from Ultramar Inc., a subsidiary of Valero Energy Corporation. A pro forma statement of operations for the year ended December 31, 2002 as if Tesoro had completed the acquisition of the California Business on January 1, 2002 is attached as Appendix A to this Current Report on Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of businesses acquired. Not applicable. (b) Pro forma financial information. The following pro forma financial information is included in Appendix A hereto and incorporated herein by reference. Pro Forma Combined Condensed Statement of Operations of Tesoro Petroleum Corporation for the year ended December 31, 2002 (c) Exhibits. 99.1 Press release issued on April 1, 2003 by Tesoro Petroleum Corporation. 99.2 Press release issued on April 2, 2003, by Tesoro Petroleum Corporation. 99.3 Second press release issued on April 1, 2003 by Tesoro Petroleum Corporation. ITEM 9. REGULATION FD DISCLOSURE On April 1, 2003, Tesoro issued a press release announcing that it expects to report a profit for the quarter ended March 31, 2003. The foregoing is qualified by reference to the press release which is filed as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference. The information provided in this Item 9 is being provided under Item 12, and shall specifically be considered "filed" and incorporated into all documents filed by Tesoro pursuant to the Securities Act of 1933. ---------- The information presented in this Current Report on Form 8-K 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 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 this Current Report on Form 8-K could prove incorrect, could cause actual results to differ materially from those contained in such forward-looking statements. 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 2, 2003 TESORO PETROLEUM CORPORATION By: /s/ Gregory A. Wright --------------------------- Gregory A. Wright Senior Vice President and Chief Financial Officer APPENDIX A PRO FORMA STATEMENT OF OPERATIONS The term "California Assets" refers to the 168,000 barrels per day ("bpd") refinery located in Martinez, California in the San Francisco Bay area along with 70 associated retail sites throughout northern California that we acquired in May 2002. The acquisition of the California Assets and the related debt and equity financings closed during the first and second quarters of 2002 and are included in Tesoro's historical balance sheet as of December 31, 2002 as reported in our Annual Report on Form 10-K for the year ended December 31, 2002. The following unaudited pro forma combined condensed statement of operations give effect to the following events as if each had occurred on January 1, 2002: -- the acquisition of the California Assets; -- the April 2002 offering of the outstanding 9-5/8% senior subordinated notes due 2012; -- the March 2002 underwritten public offering of 23 million shares of our common stock; and -- additional borrowings under our amended and restated senior secured credit facility necessary to consummate the acquisition of the California Assets. As reported in our Annual Report on Form 10-K for the year ended December 31, 2002, Tesoro's historical results of operations for the year ended December 31, 2002 included results of the California Assets for the period from May 17, 2002 (the closing date for the acquisition) through December 31, 2002. The acquisition of the California Assets was accounted for using the purchase method of accounting. The estimates of the fair value of the California Assets and related liabilities are based on preliminary estimates. These estimates are subject to change pending completion of independent appraisals and other evaluations. The unaudited pro forma combined condensed statement of operations is based on assumptions that we believe are reasonable under the circumstances and is intended for informational purposes only. We believe it is not indicative of the future results of the combined companies or of the results of operations that would have actually occurred had the acquisition of the California Assets taken place for the period presented. A major turnaround at our California refinery, including the refinery's fluid coker, was completed in March 2002, and a turnaround of the larger crude unit was completed in the second quarter of 2002. The unaudited pro forma combined condensed statement of operations does not reflect any benefits from potential cost savings or revenue enhancements resulting from the integration of the operations of the California Assets. The unaudited pro forma combined condensed statement of operations should be read in conjunction with "Management's Discussions and Analysis of Financial Condition and Results of Operations" and the historical Consolidated Financial Statements of Tesoro Petroleum Corporation in our Annual Report on Form 10-K for the year ended December 31, 2002 and the Financial Statements of Golden Eagle Refining and Marketing Assets Business (the "California Business") included in our Current Report on Form 8-K filed on February 25, 2002, as amended by Amendment No. 1 to the Current Report on Form 8-K filed on April 22, 2002. UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002
HISTORICAL PRO FORMA ------------------------------ --------------------------------- CALIFORNIA TESORO BUSINESS ADJUSTMENTS COMBINED ------------ ------------ ------------ ------------ (in millions, except per share amounts) Revenues $ 7,119.3 $ 704.3 $ (30.5)(a) $ 7,793.1 Costs and Expenses Costs of sales and operating expenses 6,865.7 739.6 (30.5)(a) 7,574.8 Selling, general and administrative expenses 133.2 4.0 -- 137.2 Depreciation and amortization 130.7 21.9 (11.0)(b) 142.8 1.2(c) Loss on asset sales and impairment 8.4 -- -- 8.4 ------------ ------------ ------------ ------------ Operating Income (Loss) (18.7) (61.2) 9.8 (70.1) Interest and Financing Costs, Net of Capitalized Interest (166.1) -- (25.9)(d) (192.0) Interest Income 3.5 -- -- 3.5 ------------ ------------ ------------ ------------ Earnings (Loss) Before Income Taxes (181.3) (61.2) (16.1) (258.6) Income Tax Provision (Benefit) (64.3) (24.9) (6.1)(e) (95.3) ------------ ------------ ------------ ------------ Net Earnings (Loss) $ (117.0) $ (36.3) $ (10.0) $ (163.3) ============ ============ ============ ============ Weighted Average Common Shares: Basic 60.5 4.0(f) 64.5 Diluted 60.5 4.0(f) 64.5 Net Earnings (Loss) Per Share: Basic $ (1.93) $ (2.53) Diluted $ (1.93) $ (2.53)
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS (a) Represents an adjustment to eliminate excise taxes on wholesale sales collected on behalf of governmental agencies associated with the seller's operations from both revenues and costs of sales and operating expenses to conform to our accounting policy. (b) Represents an adjustment to record depreciation expense based on our preliminary allocation of fair values to property, plant and equipment. Pro forma depreciation is calculated on the straight-line method over estimated useful lives of primarily 28 years for refinery assets and 16 to 20 years for retail assets. (c) Represents an adjustment to record amortization of acquired intangible assets assuming a weighted average life of 27 years. (d) Represents additional interest expense and amortization of deferred financing costs related to the junior subordinated notes issued to the seller, our 9-5/8% senior subordinated notes due 2012 and our amended and restated senior secured credit facility. (e) Represents the income tax effect of the adjustments above at a combined statutory tax rate of 38%. (f) Represents the underwritten public offering of 23 million shares of our common stock. This offering was completed on March 6, 2002. EXHIBIT INDEX Exhibit No. Description ------- ----------- 99.1 Press release issued on April 1, 2003 by Tesoro Petroleum Corporation. 99.2 Press release issued on April 2, 2003, by Tesoro Petroleum Corporation. 99.3 Second press release issued on April 1, 2003 by Tesoro Petroleum Corporation. EX-99.1 3 h04555exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [TESORO LOGO] FOR IMMEDIATE RELEASE CONTACT: INVESTORS: JOHN ROBERTSON, DIRECTOR, INVESTOR RELATIONS, (210) 283-2687 MEDIA: TARA FORD, DIRECTOR, PUBLIC RELATIONS & EMPLOYEE COMMUNICATIONS, (210) 283-2676 TESORO PETROLEUM CORPORATION INCREASES CARB PRODUCTION AT GOLDEN EAGLE REFINERY SAN ANTONIO_ April 1, 2003 _ Tesoro Petroleum Corporation (NYSE:TSO) today announced the completion and start-up of a major project at its Golden Eagle refinery. With these enhancements, the refinery will be able to increase the production of California Air Resources Board (CARB) gasoline that complies with the new phase III standards which go into effect in California on January 1, 2004 and regulations requiring the phase-out of the use of MTBE by year-end 2003. The CARB III project will increase Golden Eagle's capacity to produce CARB gasoline by up to 20,000 barrels per day (bpd) or approximately 30 percent. Golden Eagle is the only refinery in California that is expected to significantly increase CARB gasoline production during 2003. In addition, during periods of peak gasoline demand, the company plans to move up to 15,000 bpd of CARB/CARBOB gasoline produced from its Anacortes, Washington refinery to California in 2003. Combined, Tesoro will be able to supply Californians with up to 105,000 bpd of CARB/CARBOB gasoline. Tesoro's CARB III project includes the construction of a new gasoline hydrotreater required to remove sulfur from gasoline produced at the Fluid Catalytic Cracker (FCC) and Fluid Coker to maximize refinery CARB gasoline production. Altogether, the project includes modifications to seven refinery units. Engineering began on the project in mid-year 2001, and construction started in May 2002. Project tie-ins to existing piping and utilities occurred during previously scheduled turnarounds to avoid outages during periods of peak gasoline demand. The project was completed ahead of schedule and within budget. "The start up of the CARB III project was extremely successful," said Bill Haywood, Tesoro's President, California and Southwest Region. "Completion of this project is great news not only for Tesoro but also for the state of California," he said. Located in the San Francisco Bay area, the highly sophisticated, 168,000 bpd, Golden Eagle refinery is the largest and most complex plant within Tesoro's refining system. Over the last two and a half years, approximately $400 million in capital was invested in Golden Eagle to improve its reliability and maximize CARB gasoline production. Tesoro Petroleum Corporation, a Fortune 500 Company, is an independent refiner and marketer of petroleum products and provider of marine logistics services. Tesoro operates six refineries in the western United States with a combined capacity of nearly 560,000 barrels per day. Tesoro's retail-marketing system includes over 600 branded retail stations, of which over 200 are company operated under the Tesoro(R) and Mirastar(R) brands. 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 projections as to the expected CARB/CARBOB gasoline production of Tesoro's Golden Eagle and Anacortes, Washington refineries. Factors which may cause actual results to differ from those forward-looking statements include: changes in general economic conditions, worldwide political conditions and war, disruptions due to equipment interruptions or failure at Tesoro-operated or third-party facilities, and other factors beyond Tesoro's control. For more information concerning factors that could cause such differences, see Tesoro's annual report on Form 10-K and other of Tesoro's reports filed with the Securities and Exchange Commission. Tesoro 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 Tesoro becomes aware of, after the date hereof. ### EX-99.2 4 h04555exv99w2.txt PRESENTATION DATA EXHIBIT 99.2 [TESORO LOGO] FOR IMMEDIATE RELEASE CONTACT: INVESTORS: JOHN ROBERTSON, DIRECTOR, INVESTOR RELATIONS, (210) 283-2687 MEDIA: TARA FORD, DIRECTOR, PUBLIC RELATIONS, (210) 283-2676 TESORO PETROLEUM CORPORATION ANNOUNCES PRIVATE OFFERING OF $400 MILLION OF SENIOR SECURED NOTES SAN ANTONIO - APRIL 2, 2003 - Tesoro Petroleum Corporation (NYSE:TSO) announced today that it expects to make a private offer of approximately $400 million of Senior Secured Notes due 2008. Tesoro anticipates using the proceeds of the offering, along with other funds, to repay existing indebtedness under its current senior secured credit facility and pay related offering fees and expenses. The notes generally will not be redeemable until 2006. The terms and timing of the offering have not been finalized. The securities being offered in the private offering have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities referred to herein in any state in which such offer, solicitation or sale would be unlawful. This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed. Tesoro Petroleum Corporation, a Fortune 500 Company, is an independent refiner and marketer of petroleum products and provider of marine logistics services. Tesoro operates six refineries in the western United States with a combined capacity of nearly 560,000 barrels per day. Tesoro's retail marketing system includes approximately 600 branded retail stations; of which over 200 are company operated under the Tesoro(R) and Mirastar(R) brands. ### EX-99.3 5 h04555exv99w3.txt SECOND PRESS RELEASE EXHIBIT 99.3 (TESORO LOGO) FOR IMMEDIATE RELEASE CONTACT: INVESTORS: JOHN ROBERTSON, DIRECTOR, INVESTOR RELATIONS, (210) 283-2687 MEDIA: TARA FORD, DIRECTOR, PUBLIC RELATIONS, (210) 283-2676 TESORO PROVIDES FIRST QUARTER OF 2003 UPDATE SAN ANTONIO - APRIL 1, 2003 - Tesoro Petroleum Corporation (NYSE:TSO) today provided an update regarding the first quarter of 2003. Consistent with the company's goal of reducing cash operating expenses this year, the company offered voluntary enhanced retirement benefits to qualified employees during the first quarter. These enhanced benefits, including severance packages due to a workforce reduction and other reorganization costs, will result in a pretax charge during the first quarter of approximately $9 million, of which about $7 million is non-cash. "Despite this charge, we expect to report a profit for the first quarter compared to a loss of $1.15 per share in the first quarter of 2002," said Bruce A. Smith, Chairman, President and CEO of Tesoro. The company also announced that it made a $60 million term debt payment yesterday including the scheduled repayment of $13 million for the first quarter. During the first quarter the total amount of term debt repaid was $76 million. Tesoro Petroleum Corporation, a Fortune 500 Company, is an independent refiner and marketer of petroleum products and provider of marine logistics services. Tesoro operates six refineries in the western United States with a combined capacity of nearly 560,000 barrels per day. Tesoro's retail marketing system includes approximately 600 branded retail stations; of which over 200 are company operated under the Tesoro(R) and Mirastar(R) brands. 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 projections as to the expectations regarding first quarter earnings. Factors which may cause actual results to differ from those forward-looking statements include, changes in pricing of crude oil and finished products, changes in general economic conditions, worldwide political conditions and war, disruptions due to equipment interruptions or failure at Tesoro or third-party facilities, and other factors beyond Tesoro's control. For more information concerning factors that could cause such a difference, see Tesoro's annual report on Form 10-K and other of Tesoro's reports filed with the Securities and Exchange Commission. Tesoro 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 Tesoro becomes aware of, after the date hereof. ### -----END PRIVACY-ENHANCED MESSAGE-----