-----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, ScqQty2M5Xlmpsvk+PcxN4hDE931vM6wYK7VUOAVVDIRNPF6JU0CT/+XTe/BhEBp 1W54MzV/sMiINp12SdZyrw== 0001035704-02-000471.txt : 20020903 0001035704-02-000471.hdr.sgml : 20020902 20020903131150 ACCESSION NUMBER: 0001035704-02-000471 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020826 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020903 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: 02755089 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 d99491e8vk.txt FORM 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): AUGUST 26, 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 August 26, 2002, Tesoro Petroleum Corporation ("Tesoro") issued a press release (the "Press Release") announcing that Tesoro has entered into an asset purchase agreement with Williams Energy Partners L.P. to sell Tesoro's Northern Great Plains Products System for $110 million in cash. The system includes a product pipeline from Mandan, North Dakota, to Minneapolis and terminals in Jamestown, North Dakota, and Moorhead, Sauk Centre and Roseville (Twin Cities), Minnesota. The transaction will require regulatory approval and is expected to close in mid-October 2002. 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 August 26, 2002, Tesoro issued a second press release (the "Second Press Release") announcing that Tesoro has reduced its refinery runs to about 85% of crude capacity. Expected crude throughput rates will range between 475,000 to 480,000 barrels per day for September 2002 and between 500,000 to 505,000 barrels per day for the third quarter of 2002. The foregoing is qualified by reference to the Second Press Release which is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. 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 August 26, 2002 by Tesoro Petroleum Corporation 99.2 Second Press Release issued on August 26, 2002 by Tesoro Petroleum Corporation 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: September 3, 2002 TESORO PETROLEUM CORPORATION By: /s/ Gregory A. Wright -------------------------------- Gregory A. Wright Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - -------------- ----------- 99.1 Press Release issued on August 26, 2002 by Tesoro Petroleum Corporation 99.2 Second Press Release issued on August 26, 2002 by Tesoro Petroleum Corporation
EX-99.1 3 d99491exv99w1.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, (210) 283-2676 TESORO PETROLEUM SIGNS DEFINITIVE AGREEMENT TO SELL PRODUCT PIPELINE FOR $110 MILLION IN CASH SAN ANTONIO - AUGUST 26, 2002 - Tesoro Petroleum Corporation (NYSE:TSO) today announced that the company has signed an Asset Purchase Agreement with Williams Energy Partners L.P. (NYSE: WEG) to sell its Northern Great Plains Products System for $110 million in cash. The system includes a product pipeline from Mandan, N.D., to Minneapolis and terminals in Jamestown and Moorhead, North Dakota, Sauk Centre and Roseville (Twin Cities), Minnesota. The transaction will require regulatory approval and is expected to close in mid-October. The purchase agreement excludes Tesoro's Mandan refinery and terminal, a crude-gathering system in western North Dakota and a network of retail outlets. "We believe the sale of these assets will enhance our ability to access new customers and markets by providing increased logistics flexibility which will permit us to capture new synergies," said Bruce A. Smith, Chairman, President and CEO of Tesoro. "The sale to Williams Energy Partners L.P. gives our shareholders two benefits; first, we will be able to improve Mandan's flexibility and second, the sale demonstrates our commitment to our stated goal to reduce debt by raising $200 million this year by selling assets," added Smith. Page 2 of 2 Tesoro Signs Definitive Agreement Proceeds from the sale will be used to pay down a portion of the company's bank debt and for general corporate purposes. The company estimates the earnings before interest, taxes, depreciation and amortization from the asset sold to be in the range of $12-13 million annually before synergies. 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 growing retail-marketing system includes nearly 750 branded retail stations, of which over 290 are company owned 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 expectations with respect to our debt reduction goals and expected benefits from the sale of the Northern Great Plains Product System. For more information concerning factors that could cause actual results to differ from expectations, see the company's annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. The company 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 the Company becomes aware of, after the date hereof. ### EX-99.2 4 d99491exv99w2.txt SECOND PRESS RELEASE 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 TO LOWER PRODUCTION IN SEPTEMBER SAN ANTONIO - AUGUST 26, 2002 - Tesoro Petroleum Corporation (NYSE:TSO) today announced the company has reduced its refinery runs to about 85% of crude capacity. Expected crude throughput rates will range between 475,000 to 480,000 barrels per day for September and between 500,000 to 505,000 barrels per day for the third quarter. "The decrease in planned production levels is a direct result of poor market fundamentals driven by higher crude prices," said Bill Van Kleef, Executive Vice President and Chief Operating Officer. "Margins are currently below five-year lows and we will continue to evaluate the potential for further adjustments if fundamentals do not improve." 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 growing retail marketing system includes nearly 750 branded retail stations, of which over 290 are company owned under the Tesoro(R) and Mirastar(R) brands. -----END PRIVACY-ENHANCED MESSAGE-----