-----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, QzA+TG7TMFklOfGIaZJgqTGGc713BFFFZcgiTv05bRuwh5wzkiamMWDd3cJpz2VN Y7ktuDKvR9xcLy6MWVR5Sg== 0001035704-03-000012.txt : 20030106 0001035704-03-000012.hdr.sgml : 20030106 20030106161947 ACCESSION NUMBER: 0001035704-03-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20021212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030106 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: 03505238 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 d02225e8vk.txt FORM 8-K DATED 12/12/02 ================================================================================ 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): DECEMBER 12, 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 December 12, 2002, Tesoro Petroleum Corporation ("Tesoro") issued a press release announcing that Tesoro had completed two of the three separate transactions for the sale of 70 retail outlets in Northern California. The proceeds from this transaction involving 47 retail outlets totaled $44 million, including working capital, and 50% of such proceeds will be used to pay down term debt. 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 December 13, 2002 Tesoro entered into an amendment (the "Second Amendment") of its $1.275 billion credit agreement with Lehman Brothers Inc. (as arranger), Lehman Commercial Paper Inc. (as syndication agent), Bank One, NA (as administrative agent), ABN Amro Bank N.V., Credit Lyonnais New York Branch and The Bank of Nova Scotia (as co-documentation agents) and a syndicate of banks, financial institutions and other entities. Under terms of the Second Amendment, Tesoro need only receive net proceeds of $167 million from the sale of assets and apply $87.5 million of those proceeds toward the reduction of term debt by December 31, 2002 to satisfy the terms of the Second Amendment. The original agreement called for net proceeds of $175 million and the pay-down of $87.5 million in term debt by December 31, 2002. Tesoro is still obligated to generate net proceeds of $200 million by March 31, 2003. In addition, if necessary, the Second Amendment provides for a 45 day extension of the December 31, 2002 deadline to receive net proceeds of $167 million, although 100% of any proceeds received after December 31, 2002 would be applied toward the reduction of term debt. On December 16, 2002 Tesoro issued a press release announcing the amended terms to the credit agreement. The foregoing is qualified by reference to the Second Amendment which is filed as Exhibit 10.1 and the press release which is filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. On December 20, 2002, Tesoro issued a press release announcing that Tesoro had completed the sale of 23 retail outlets in Northern California for $23 million, including working capital, 50% of which will be used to pay down term debt. This transaction completed the sale of Tesoro's 70 Northern California retail outlets for total proceeds of $67 million. 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. On December 26, 2002, Tesoro issued a press release announcing that Tesoro had completed the sale of the Northern Great Plains Products System to Kaneb Pipe Line Partners, L.P. for $100 million, $50 million of which will be used to pay down term debt. The foregoing is qualified by reference to the press release which is filed as Exhibit 99.4 to this Current Report on Form 8-K and is incorporated herein by reference. On December 31, 2002, Tesoro issued a press release announcing that Tesoro had completed an agreement to sell and lease-back 30 of Tesoro's retail outlets located in Alaska, Hawaii, Idaho and Utah for gross proceeds of almost $41 million. Fifty percent of the net proceeds will be used to pay down term debt. With this transaction, Tesoro met its $200 million asset sale goal for the year 2002 set in June 2002, and satisfied its requirement to complete $200 million in "Asset Sales" (as defined in the credit agreement) by March 31, 2003. The foregoing is qualified by reference to the press release which is filed as Exhibit 99.5 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. 10.1 Second Amendment dated December 13, 2002, among Tesoro and Lehman Brothers Inc. (as arranger), Lehman Commercial Paper Inc. (as syndication agent), Bank One, NA (as administrative agent), ABN Amro Bank N.V., Credit Lyonnais New York Branch and The Bank of Nova Scotia (as co-documentation agents) and a syndicate of banks, financial institutions other entities, to $1,275,000,000 Amended and Restated Credit Agreement, dated as of May 17, 2002, among Tesoro and Lehman Brothers Inc. (as arranger), Lehman Commercial Paper Inc. (as syndication agent), Bank One, NA (as administrative agent), ABN Amro Bank N.V., Credit Lyonnais New York Branch and The Bank of Nova Scotia (as co-documentation agents) and a syndicate of banks, financial institutions and other entities. 99.1 Press release issued on December 12, 2002 by Tesoro Petroleum Corporation. 99.2 Press release issued on December 16, 2002 by Tesoro Petroleum Corporation. 99.3 Press release issued on December 20, 2002 by Tesoro Petroleum Corporation. 99.4 Press release issued on December 26, 2002 by Tesoro Petroleum Corporation. 99.5 Press release issued on December 31, 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: January 6, 2003 TESORO PETROLEUM CORPORATION By: /s/ Gregory A. Wright ----------------------------------- Gregory A. Wright Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION 10.1 Second Amendment dated December 13, 2002, among Tesoro and Lehman Brothers Inc. (as arranger), Lehman Commercial Paper Inc. (as syndication agent), Bank One, NA (as administrative agent), ABN Amro Bank N.V., Credit Lyonnais New York Branch and The Bank of Nova Scotia (as co-documentation agents) and a syndicate of banks, financial institutions and other entities, to $1,275,000,000 Amended and Restated Credit Agreement, dated as of May 17, 2002, among Tesoro and Lehman Brothers Inc. (as arranger), Lehman Commercial Paper Inc. (as syndication agent), Bank One, NA (as administrative agent), ABN Amro Bank N.V., Credit Lyonnais New York Branch and The Bank of Nova Scotia (as co-documentation agents) and a syndicate of banks, financial institutions and other entities. 99.1 Press release issued on December 12, 2002 by Tesoro Petroleum Corporation. 99.2 Press release issued on December 16, 2002 by Tesoro Petroleum Corporation. 99.3 Press release issued on December 20, 2002 by Tesoro Petroleum Corporation. 99.4 Press release issued on December 26, 2002 by Tesoro Petroleum Corporation. 99.5 Press release issued on December 31, 2002 by Tesoro Petroleum Corporation.
EX-10.1 3 d02225exv10w1.txt SECOND AMENDMENT DATED DECEMBER 13, 2002 EXHIBIT 10.1 SECOND AMENDMENT SECOND AMENDMENT, dated as of December 13, 2002 (this "Amendment"), to the Amended and Restated Credit Agreement, dated as of May 17, 2002 (as amended to the date hereof, the "Credit Agreement"), among TESORO PETROLEUM CORPORATION, a Delaware corporation (the "Borrower"), the several banks and financial institutions or entities party thereto (each a "Lender" and, collectively, the "Lenders"), LEHMAN BROTHERS INC., as advisor, lead arranger and book manager (in such capacity, the "Arranger"), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such capacity, the "Syndication Agent"), ABN AMRO BANK N.V., CREDIT LYONNAIS NEW YORK BRANCH and THE BANK OF NOVA SCOTIA, as co-documentation agents (in such capacity, the "Co-Documentation Agents") and BANK ONE, NA, as administrative agent (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as defined therein. WITNESSETH: WHEREAS, the Borrower has requested the Lenders to consent to amendments to certain provisions of the Credit Agreement; and WHEREAS, the Lenders are willing to consent to the requested amendments, on and subject to the terms and conditions contained herein; NOW THEREFORE, in consideration of the premises and the agreements hereinafter set forth, the parties hereto hereby agree as follows: I. Defined Terms. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. II. Amendments to Credit Agreement. 1. Amendments to Section 6.12(a). Section 6.12(a) of the Credit Agreement is by hereby amended as follows: (a) By replacing "$175,000,000" in clause (i) of the first sentence of such Section with "$167,000,000". (b) By adding the following parenthetical at the end of clause (i) of the first sentence of such Section: 2 (provided that the aggregate amount of Net Cash Proceeds required to be generated pursuant to this clause (i) shall be reduced dollar-for-dollar to the extent the aggregate sale price for the sale of the Beacon retail sites is less than $67,000,000 as a result of the valuation of the inventory at such sites on the sale date being less than the originally estimated amount of $5,000,000) (c) By replacing the parenthetical clause at the end of the first sentence of such Section with the following: (including the Net Cash Proceeds received on or before December 31, 2002 (or, if such deadline shall have been extended to February 15, 2003 pursuant to the last sentence of this Section, on or before February 15, 2003) pursuant to the foregoing clause (i)) (d) By adding the following sentence at the end of such Section: Notwithstanding the foregoing provisions of this Section 6.12(a), (I) if the Borrower shall have received less than $175,000,000 of Net Cash Proceeds pursuant to clause (i) of this Section 6.12(a) on or prior to December 31, 2002, then, unless clause (II) below is applicable, the Borrower, in addition to applying such Net Cash Proceeds to the prepayment of the Loans as required by clause (A) above, shall prepay the Term Loans on or prior to December 31, 2002 in an additional amount such that the aggregate amount of Term Loans prepaid since the First Amendment Effective Date is at least $87,500,000; and (II) if the Borrower shall not have received at least $167,000,000 of Net Cash Proceeds pursuant to clause (i) of this Section 6.12(a) (or such lesser amount as is required pursuant to the proviso to such clause) on or prior to December 31, 2002, the December 31, 2002 deadline referred to in clause (i) of this Section 6.12(a) shall be deemed on such date to be extended to February 15, 2003 provided that, by 5 p.m. Chicago time on January 2, 2003, the Borrower shall have paid to the Administrative Agent, for the account of each Lender, a fee for such extension in an amount equal to 0.10% of the Aggregate Exposure of such Lender. III. Conditions to Effectiveness. This Amendment shall become effective on the date (the "Amendment Effective Date") on which all of the following conditions precedent have been satisfied or waived: 1. The Administrative Agent shall have received a counterpart hereof duly executed and delivered by Borrower. 2. The Administrative Agent shall have received written consents to the execution of this Amendment ("Lender Consent Letters") from Lenders constituting the Required Lenders. 3. The Administrative Agent shall have received an executed Acknowledgment and Consent, in the form set forth at the end of this Amendment, from each 3 Loan Party other than the Borrower (such Acknowledgements and Consents, together with this Amendment, the "Amendment Documents"). 4. The Administrative Agent shall have received, for the account of each Lender that executes and delivers a Lender Consent Letter on or prior to 5 p.m. Chicago time on December 13, 2002, an amendment fee in an amount equal to 0.05% of the Aggregate Exposure of such Lender. IV. General. 1. Representation and Warranties. To induce the Administrative Agent to enter into this Amendment and to induce the Lenders to consent thereto, the Borrower hereby represents and warrants to the Agents and all of the Lenders as of the Amendment Effective Date that: (a) Each Loan Party has the corporate power and authority, and the legal right, to make and deliver the Amendment Documents to which it is a party and to perform the Loan Documents to which it is a party, as amended by the Amendment Documents, and has taken all necessary corporate action to authorize the execution, delivery and performance of such Amendment Documents and the performance of such Loan Documents, as so amended. (b) No consent or authorization of, approval by, notice to, filing with or other act by or in respect of, any Governmental Authority or any other Person is required in connection with the execution and delivery of the Amendment Documents or with the performance, validity or enforceability of the Loan Documents, as amended by the Amendment Documents. (c) Each Amendment Document has been duly executed and delivered on behalf of each Loan Party which is a party thereto. (d) Each Amendment Document and each Loan Document, as amended by the Amendment Documents, constitutes a legal, valid and binding obligation of each Loan Party which is a party thereto enforceable against such Loan Party in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. (e) The execution, delivery and performance of the Amendment Documents and the performance of the Loan Documents, as amended by the Amendment Documents, will not violate any Requirement of Law or Contractual Obligation of any Loan Party which is a party thereto or of any of its Subsidiaries and will not result in, or require, the creation or imposition of any Lien on any of its or their respective properties or revenues pursuant to any such Requirement of Law or Contractual Obligation. (f) The representations and warranties made by the Loan Parties in the Loan Documents are true and correct in all material respects on and as of the Amendment Effective Date, after giving effect to the effectiveness of this Amendment, as if made on and as of the Amendment Effective Date. 4 2. Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent and the Syndication Agent for all of their reasonable out-of-pocket costs and expenses incurred in connection with the Amendment Documents, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and the Syndication Agent. 3. No Other Amendments; Confirmation. Except as expressly amended, modified and supplemented hereby, the provisions of the Loan Documents are and shall remain in full force and effect. 4. GOVERNING LAW; COUNTERPARTS. (a) THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. (b) This Amendment may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Amendment, the Acknowledgment and Consent and the Lender Consent Letters signed by all the parties shall be lodged with the Borrower and the Administrative Agent. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written. TESORO PETROLEUM CORPORATION By: /s/ G. Scott Spondlove -------------------------------------- Name: G. Scott Spondlove Title: Vice President, Finance BANK ONE, NA, as Administrative Agent By: /s/ Thomas E. Both -------------------------------------- Name: Thomas E. Both Title: Director, Capital Markets Second Amendment EX-99.1 4 d02225exv99w1.txt PRESS RELEASE ISSUED ON DECEMBER 12, 2002 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 COMPLETES TWO OF THREE TRANSACTIONS TO SELL 70 NORTHERN CALIFORNIA RETAIL OUTLETS SAN ANTONIO - DECEMBER 12, 2002 - Tesoro Petroleum Corporation (NYSE:TSO) today announced that the company has completed two of the three separate transactions for the sale of the company's 70 Northern California retail outlets. Transactions completed today involve 47 of the outlets. Proceeds received from USA Petroleum Corporation and Green Valley Gasoline L.L.C. totaled $44 million, including working capital, and 50 percent of such proceeds will be used to pay down term debt in accordance with the company's current bank covenants. The company expects to close the third transaction for the California retail sites as well as the recently announced sale of the Northern Great Plains Product Pipeline by the end of the month. 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 nearly 600 branded retail stations, of which 300 are company owned under the Tesoro(R) and Mirastar(R) brands. Page 2 of 2 Tesoro Closes Transaction 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 the expected sale of the Company's Northern California retail stations and the Northern Great Plains Product Pipeline 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 5 d02225exv99w2.txt PRESS RELEASE ISSUED ON DECEMBER 16, 2002 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 AMENDS CREDIT AGREEMENT SAN ANTONIO - DECEMBER 16, 2002 - Tesoro Petroleum Corporation (NYSE:TSO) today announced that it has amended terms of its $1.275 billion Credit Agreement to provide flexibility around the terms of required asset sales. Under terms of the amended agreement the Company need only receive net proceeds of $167 million from the sale of assets and apply $87.5 million of those proceeds toward the reduction of term debt by December 31, 2002 to satisfy the terms of the amended agreement. The original agreement called for net proceeds of $175 million and the pay-down of $87.5 million in term debt by December 31, 2002. The Company is still obligated to generate net proceeds of $200 million by March 31, 2003. In addition, if necessary, the amendment provides for a 45 day extension of the December 31, 2002 deadline to receive net proceeds of $167 million, although 100% of any proceeds received after December 31, 2002 would be applied toward the reduction of term debt. "We remain confident in our ability to close on sufficient assets sales to generate the net proceeds required under the terms of the existing agreement by year-end." said Bruce A. Smith, Chairman, President and CEO of Tesoro. "We thought it would be prudent, however, to buy a little flexibility around the timing of these asset sales." On December 12, 2002 the Company announced the completion of two of the three separate transactions for the company's 70 Northern California retail outlets for $44 million. The company expects to close the third transaction for the California retail sites as well as the recently announced sale of the Northern Great Plains Product Pipeline to Kaneb Pipe Line Partners, L.P. (NYSE: KPP) by the end of the month. 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 nearly 600 branded retail stations, of which 300 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 the expected sale of the Company's Northern California retail stations and the Northern Great Plains Product Pipeline 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-99.3 6 d02225exv99w3.txt PRESS RELEASE ISSUED ON DECEMBER 20, 2002 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 COMPLETES THIRD TRANSACTION TO SELL ITS NORTHERN CALIFORNIA RETAIL OUTLETS SAN ANTONIO - DECEMBER 20, 2002 - Tesoro Petroleum Corporation (NYSE:TSO) today announced that the company completed the sale of 23 retail outlets in Northern California to Nella Oil Company and Flyers L.L.C. for $23 million, including working capital. This transaction completes the previously announced sale of 70 of the company's Northern California retail outlets for total proceeds of $67 million, of which $33 million will be used to pay down term debt. 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 nearly 600 branded retail stations, of which over 200 are company owned under the Tesoro(R) and Mirastar(R) brands. ### EX-99.4 7 d02225exv99w4.txt PRESS RELEASE ISSUED ON DECEMBER 26, 2002 EXHIBIT 99.4 [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 AND KANEB PIPE LINE PARTNERS COMPLETE TRANSACTION SAN ANTONIO - DECEMBER 26, 2002 - Tesoro Petroleum Corporation (NYSE:TSO) announced today that the company has completed the sale of the Northern Great Plains Products System to Kaneb Pipe Line Partners, L.P. (NYSE: KPP) for $100 million, $50 million of which will be used to pay down term debt. 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 nearly 600 branded retail stations, of which over 200 are company operated under the Tesoro(R) and Mirastar(R) brands. ### EX-99.5 8 d02225exv99w5.txt PRESS RELEASE ISSUED ON DECEMBER 31, 2002 EXHIBIT 99.5 [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 MEETS $200 MILLION ASSET SALE GOAL SET IN JUNE SAN ANTONIO - DECEMBER 31, 2002 - Tesoro Petroleum Corporation (NYSE:TSO) today announced that the company has closed an agreement with Skyline-FRI 7, TSO, L.P. to sell and lease-back 30 of the company's retail outlets located in Alaska, Hawaii, Idaho and Utah. Skyline-FRI 7, TSO, L.P. is a joint venture between Skyline Pacific Properties located in San Francisco, CA and Franchise Realty Investments located in Dallas, TX. Tesoro will receive gross proceeds of almost $41 million. Fifty percent of the net proceeds will be used to pay down term debt. "This transaction fulfills the goal I set in June to sell $200 million in assets by the end of this year," said Bruce A. Smith, Chairman, President and CEO of Tesoro. "Since the acquisition of Golden Eagle we have repaid nearly $140 million of term debt and further debt reduction remains our top priority as we work towards our overall goal of eliminating $500 million in debt by the end of 2003." 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 expectations concerning the company's $500 million debt reduction goal. 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. ### -----END PRIVACY-ENHANCED MESSAGE-----