8-K

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): November 16, 2005

Tesoro 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)

(210)828-8484
(Registrant’s telephone
number, including area code)

Not Applicable
(Former name or former address,
if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On November 16, 2005, Tesoro Corporation (the “Company”) announced in a press release that, in connection with the previously announced cash tender offers and consent solicitations for its $211 million principal amount outstanding of 9 5/8% Senior Subordinated Notes due 2008 (the “2008 Subordinated Notes”), $429 million principal amount outstanding of 9 5/8% Senior Subordinated Notes due 2012 (the “2012 Subordinated Notes”) and $375 million principal amount outstanding of 8% Senior Secured Notes due 2008 (the “2008 Secured Notes” and, together with the 2008 Subordinated Notes and the 2012 Subordinated Notes, the “Notes”), it has received the requisite consents to amend the indentures governing each series of Notes. In addition, the Company currently intends to optionally redeem on December 16, 2005, in accordance with the terms of the indenture governing the 2008 Subordinated Notes, all 2008 Subordinated Notes that remain outstanding at that time, at the applicable redemption price of 104.813% of the principal amount thereof, plus accrued and unpaid interest to that date. This statement of intent shall not constitute a notice of redemption under the indenture governing the 2008 Subordinated Notes. Such notice, if made, will only be made in accordance with the applicable provision of the indenture governing the 2008 Subordinated Notes. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company also announced in a second press release on November 16, 2005 the closing of its offering of $450 million in aggregate principal amount of its 6 ¹/4% Senior Notes due 2012 and $450 million in aggregate principal amount of its 6 5/8% Senior Notes due 2015, each issued pursuant to a private placement and expected to be resold by the initial purchasers under Rule 144A and Regulation S under the Securities Act of 1933. Neither the 6 ¹/4% Senior Notes due 2012 nor the 6 5/8% Senior Notes due 2015 have been registered under the Securities Act of 1933 and neither may be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements. On November 16, 2005, Tesoro used the net proceeds from such offering, together with cash on hand, to purchase the notes tendered on or prior to 5:00 p.m., New York City time, on November 14, 2005 (the “Consent Date”), in connection with the previously announced cash tender offers and consent solicitations for its 2008 Subordinated Notes, 2012 Subordinated Notes and 2008 Secured Notes. The press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

99.1	Press release issued on November 16, 2005 by Tesoro Corporation.
99.2	Press release issued on November 16, 2005 by Tesoro Corporation.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 16, 2005

TESORO CORPORATION
By:	/s/ G. SCOTT SPENDLOVE
	G. Scott Spendlove
	Vice President, Finance and Treasurer

3

Index to Exhibits

Exhibit Number	Description
99.1		Press release issued on November 16, 2005 by Tesoro Corporation.
99.2		Press release issued on November 16, 2005 by Tesoro Corporation.

4

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

Contact:

A. Pierre Dubois
Manager, Investor Relations, (210) 283-2164

Tesoro Announces Receipt of Requisite Consents For Tender Offers and

Consent Solicitations For Outstanding Notes

     SAN ANTONIO — November 16, 2005 — Tesoro Corporation (“Tesoro”) (NYSE:TSO) announced today that, in connection with the previously announced cash tender offers and consent solicitations for its $211 million principal amount outstanding of 9 5/8% Senior Subordinated Notes due 2008 (the “2008 Subordinated Notes”), $429 million principal amount outstanding of 9 5/8% Senior Subordinated Notes due 2012 (the “2012 Subordinated Notes”) and $375 million principal amount outstanding of 8% Senior Secured Notes due 2008 (the “2008 Secured Notes” and, together with the 2008 Subordinated Notes and the 2012 Subordinated Notes, the “Notes”), it has received the requisite consents to amend the indentures governing each series of Notes.

     As of 5:00 p.m., New York City time, on November 14, 2005 (the “Consent Date”), tenders and consents had been received with respect to $189,323,000 aggregate principal amount of the 2008 Subordinated Notes (89.73% of the total outstanding principal amount of the 2008 Subordinated Notes), $414,520,000 aggregate principal amount of the 2012 Subordinated Notes (96.62% of the total outstanding principal amount of the 2012 Subordinated Notes), and $366,160,000 aggregate principal amount of the 2008 Secured Notes (97.64% of the total outstanding principal amount of the 2008 Secured Notes). Tesoro has executed supplemental indentures with The Bank of New York, as trustee, effectuating the proposed amendments to the indenture

Page 2 of 3

governing the 2008 Secured Notes, and with U.S. Bank National Association, as trustee, effectuating the proposed amendments to the indenture governing the 2008 Subordinated Notes and the indenture governing the 2012 Subordinated Notes, all as described in the Offer to Purchase and Consent Solicitation Statement dated October 31, 2005. The settlement for the early tender of such notes is expected to occur today, November 16, 2005. The supplemental indentures will become operative upon such early settlement of the tender offers.

     Tesoro currently intends to optionally redeem on December 16, 2005, in accordance with the terms of the indenture governing the 2008 Subordinated Notes, all 2008 Subordinated Notes that remain outstanding at that time, at the applicable redemption price of 104.813% of the principal amount thereof, plus accrued and unpaid interest to that date. This statement of intent shall not constitute a notice of redemption under the indenture governing the 2008 Subordinated Notes. Such notice, if made, will only be made in accordance with the applicable provision of the indenture governing the 2008 Subordinated Notes.

     The tender offers will expire at 11:59 p.m., New York City time, on November 29, 2005, unless extended, (the “Expiration Date”) with respect to each series of Notes. Settlement for all Notes tendered after the Consent Date but by the Expiration Date is expected to be promptly following the Expiration Date.

     Lehman Brothers Inc. is acting as the sole Dealer Manager and Solicitation Agent for the tender offers and the consent solicitations. The Tender Agent and Information Agent is D.F. King & Co., Inc.

     This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The tender offers and the consent solicitations are being made only by reference to the Offer to Purchase and Consent Solicitation Statement dated October 31, 2005.

     Requests for documentation should be directed to D.F. King & Co., Inc. at (800) 290-6431 or (212) 269-5550 in the case of banks and brokerage firms. Questions regarding the tender offers and the consent solicitations should be directed to Lehman Brothers at (212) 528-7581 or toll free at (800) 438-3242.

Page 3 of 3

     Tesoro Corporation, a Fortune 500 Company, is an independent refiner and marketer of petroleum products. 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 almost 500 branded retail stations, of which over 200 are company operated under the Tesoro® and Mirastar® brands.

     The foregoing statements regarding Tesoro’s intentions with respect to the contemplated offering and other transactions described above are forward-looking statements under the Private Securities Litigation Reform Act of 1995, and actual results could vary materially from the statements made. Tesoro’s ability to complete the offering and other transactions described above successfully is subject to various risks, many of which are outside of its control, including prevailing conditions in the capital markets and other risks and uncertainties as detailed from time to time in the reports filed by Tesoro with the Securities and Exchange Commission.

###

EX-99.2

EXHIBIT 99.2

FOR IMMEDIATE RELEASE

Contact:

A. Pierre Dubois
Manager, Investor Relations, (210) 283-2164

Tesoro Closes Offering Of $450 Million 6 ¹/4% Senior Notes Due 2012 And

$450 Million 6 5/8% Senior Notes Due 2015

     SAN ANTONIO — November 16, 2005 — Tesoro Corporation (“Tesoro”) (NYSE:TSO) announced today the closing of its offering of $450 million in aggregate principal amount of its 6 ¹/4% Senior Notes due 2012 and $450 million in aggregate principal amount of its 6 5/8% Senior Notes due 2015, each issued pursuant to a private placement and expected to be resold by the initial purchasers under Rule 144A and Regulation S under the Securities Act of 1933. Neither the 6 ¹/4% Senior Notes due 2012 nor the 6 5/8% Senior Notes due 2015 have been registered under the Securities Act of 1933 and neither may be offered or sold in the United States, absent registration or an applicable exemption from such registration requirements.

     Today, Tesoro used the net proceeds from such offering, together with cash on hand, to purchase the notes tendered on or prior to 5:00 p.m., New York City time, on November 14, 2005 (the “Consent Date”), in connection with the previously announced cash tender offers and consent solicitations for its $211 million principal amount outstanding of 9 5/8% Senior Subordinated Notes due 2008 (the “2008 Subordinated Notes”), $429 million principal amount outstanding of 9 5/8% Senior Subordinated Notes due 2012 and $375 million principal amount outstanding of 8% Senior Secured Notes due 2008.

Page 2 of 2

     This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

     Tesoro Corporation, a Fortune 500 Company, is an independent refiner and marketer of petroleum products. 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 almost 500 branded retail stations, of which over 200 are company operated under the Tesoro® and Mirastar® brands.

     The foregoing statements regarding Tesoro’s intentions with respect to the contemplated offering and other transactions described above are forward-looking statements under the Private Securities Litigation Reform Act of 1995, and actual results could vary materially from the statements made. Tesoro’s ability to complete the transactions described above successfully is subject to various risks, many of which are outside of its control, including prevailing conditions in the capital markets and other risks and uncertainties as detailed from time to time in the reports filed by Tesoro with the Securities and Exchange Commission.

###