-----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, D+g/vTeSTlKqEVqKjuSMgzVTJKFxFQgcMVavDTy6t7PuWCubJMMTu/FZpQlVa7fW z/lSbMU9+RCQ/b4vRb6ACw== 0001157523-03-005946.txt : 20031028 0001157523-03-005946.hdr.sgml : 20031028 20031028161756 ACCESSION NUMBER: 0001157523-03-005946 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031028 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: 03961158 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 a4503009.txt TESORO 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): October 28, 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 of incorporation) Identification No.) 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 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 October 28, 2003 by Tesoro Petroleum Corporation Item 9. Regulation FD Disclosure On October 28, 2003 Tesoro issued a press release (the "Press Release") announcing that the Company's subsidiary, Tesoro Marine Services, LLC signed Asset Purchase Agreements to sell substantially all of its Marine Services assets. In addition, the Company indicated that it still expects to exceed the current First Call consensus for third quarter earnings. 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. This Press 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 company's third quarter 2003 earnings. For information concerning factors that could cause differences between actual results and forward-looking statements, see the company's annual report on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. 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: October 28, 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 99.1 Press Release issued on October 28, 2003 by Tesoro Petroleum Corporation. EX-99 3 a4503009_ex991.txt TESORO EXHIBIT 99.1 Exhibit 99.1 Tesoro Signs Definitive Agreement to Sell Marine Services SAN ANTONIO--(BUSINESS WIRE)--xx--Tesoro Petroleum Corporation (NYSE:TSO) announced today that the company's subsidiary, Tesoro Marine Services, LLP, has signed Asset Purchase Agreements with Martin Midstream Partners, L.P. (Nasdaq:MMLP) and Midstream Fuel Services LLC to sell substantially all of its Marine Services assets for approximately $32 million including inventories, which are estimated to be valued at $5 million. Tesoro will retain and subsequently liquidate the remaining net working capital valued at approximately $20 million. The transaction is expected to close before December 31, 2003, and will not require regulatory approval. "This divestiture completes the realignment of Tesoro's asset base to a pure refiner and marketer," said Bruce A. Smith, Chairman, President and CEO of Tesoro. Proceeds from the sale will be used for general corporate purposes. The company stated that it expects an after-tax loss from the sale of its Marine Services assets of approximately $5 million, or $0.07 per share, that will be included in the third quarter results. Including this charge, the company indicated that it still expects to exceed the current First Call consensus for third quarter earnings of $0.79 per share. 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 560 branded retail stations; of which over 225 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 with respect to the company's third quarter 2003 earnings. For information concerning factors that could cause differences between actual results and forward-looking statements, 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. CONTACT: Tesoro Petroleum Corp., San Antonio Investors: John Robertson, Director, Investor Relations 210-283-2687 Media: Tara Ford, Director, Public Relations, 210-283-2676 -----END PRIVACY-ENHANCED MESSAGE-----