-----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, EgMp2dtjBmZvFLao2rNmK1YDrdgStidyIr+63uEZWMA35W2Z216YrMJYLgXGfil1 HruX0O3tlN/Tv0IdgKn0hA== 0000950134-02-001528.txt : 20020414 0000950134-02-001528.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950134-02-001528 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: 20020222 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: 02555613 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 h94417e8-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") and Valero Energy Corporation issued a joint press release (the "Press Release") announcing amended terms for Tesoro's purchase of a refinery located in the San Francisco Bay Area of California and 70 associated retail sites throughout Northern California. The amended terms increase the purchase price by $50 million and eliminate Tesoro's previous obligation to pay contingency payments of up to $150 million over a five-year period based on annual average California refining industry spreads. 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. 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 and Valero Energy 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 and Valero Energy Corporation.
4 EX-99.1 3 h94417ex99-1.txt PRESS RELEASE DATED 2/21/02 EXHIBIT 99.1 [VALERO LOGO] [TESORO LOGO] FOR IMMEDIATE RELEASE CONTACTS: VALERO ENERGY CORPORATION: TESORO PETROLEUM CORPORATION: Mary Rose Brown (Media) Tara Ford (Media) (210) 370-2314 (210) 283-2676 Lee Bailey (Investor Relations) John Robertson (Investor Relations) (210) 370-2139 (210) 283-2687 GOLDEN EAGLE ACQUISITION TERMS UPDATED SAN ANTONIO, February 21, 2002 - Officials of Valero Energy Corporation (NYSE: VLO) and Tesoro Petroleum Corporation (NYSE: TSO) today announced amended terms for Tesoro's purchase of the 168,000 barrel-per-day (BPD) Golden Eagle Refinery and 70 associated retail sites in Northern California. The original terms of the transaction included $1.075 billion for the assets, working capital and inventories, as well as a five-year earnout payment of up to $150 million based on historical margins. Citing possible Federal Trade Commission and state concerns regarding the earnout payment, company officials announced that Tesoro has agreed to pay additional consideration of $50 million for the assets at closing in lieu of any earnout payment, bringing the total price to $1.125 billion. Company officials noted that an expedient transaction was in the best interests of all parties - especially the employees. Completion of the proposed transaction is subject to regulatory approval. The transaction is expected to close in April. -MORE- 1 The divestiture of the Golden Eagle Refinery and associated retail assets was mandated by the consent order executed last year between Valero and the Federal Trade Commission and similar orders executed with the states of California and Oregon as a condition of the company's merger with Ultramar Diamond Shamrock Corporation. Valero Energy Corporation is a Fortune 100 company based in San Antonio, with approximately 23,000 employees and annual revenues of more than $30 billion. The company currently owns and operates 12 refineries in the United States and Canada with a combined throughput capacity of approximately 2 million BPD, making it one of the nation's top three refiners of petroleum products. Valero is also one of the nation's largest retailers of petroleum products with nearly 5,000 retail outlets in the United States and Canada under various brand names including Diamond Shamrock(TM), Ultramar(TM), Valero(TM), Beacon(TM) and Total(TM). Tesoro Petroleum Corporation, a Fortune 500 company, is an independent refiner and marketer of petroleum products and provider of marine logistics services. Tesoro operates five refineries in the western U.S. 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. -30- Statements contained in this press release that state either Company's or management's expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. It is important to note that either Company's actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that each Company has filed with the Securities and Exchange Commission. 2 -----END PRIVACY-ENHANCED MESSAGE-----