-----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, BRoVoPR32NFe47O+wCb48wTx2kRpk6yv0oKGDyd1GWI02gr8N9hS83bBKWrqN0z2 XaNRObPE6MHqRnHjWKGyrg== 0001157523-04-003147.txt : 20040412 0001157523-04-003147.hdr.sgml : 20040412 20040412172615 ACCESSION NUMBER: 0001157523-04-003147 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040412 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040412 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: 04729191 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 a4613362.txt TESORO PETROLEUM 8-K DOCUMENT - -------------------------------------------------------------------------------- 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): April 12, 2004 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 April 12, 2004 by Tesoro Petroleum Corporation Item 12. Results of Operations and Financial Condition On April 12, 2004 Tesoro issued a press release (the "Press Release") announcing certain projected financial results for the first quarter ended March 31, 2004. The Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this report is being furnished, not filed, pursuant to Item 12 of Form 8-K. Accordingly, the information in Item 12 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. 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: April 12, 2004 TESORO PETROLEUM CORPORATION By: /s/ Gregory A. Wright ----------------------------------------- Gregory A. Wright Executive Vice President and Chief Financial Officer Index to Exhibits Exhibit Number Description 99.1 Press Release issued on April 12, 2004 by Tesoro Petroleum Corporation EX-99.1 3 a4613362ex99.txt PRESS RELEASE Exhibit 99.1 Tesoro Provides First Quarter Earnings Guidance SAN ANTONIO--(BUSINESS WIRE)--April 12, 2004--Tesoro Petroleum Corporation (NYSE:TSO) announced today that it expects to earn around $0.70 per share for the first quarter. Stronger refining margins, higher throughput volumes, and lower interest expense are the primary reasons for the expected earnings improvement compared to the first quarter of last year. Included in the first quarter's expectation is an after-tax charge of $0.02 per share related to the successful completion of the company's consent solicitation relating to its 8% Senior Secured Notes due 2008. The amendment allows Tesoro to exempt all repayments that may be made with respect to its $300 million 9% Senior Subordinated Notes due 2008 from the restrictions in the indenture and credit and guaranty agreement. Tesoro Petroleum 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 approximately 560 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 with respect to the company's first quarter earnings, refining margins, throughput volumes, interest expense, and charges related to the Company's consent solicitation regarding its 8% Senior Secured Notes due 2008. Factors which may cause actual results to differ from those forward-looking statements include: changes in general economic conditions, worldwide political developments, the timing and extent of changes in demand for refined products, availability and cost of crude oil, other feedstocks, or of refined products, the price differentials between light and heavy crude oils and light and heavy refined products, throughput and yield levels, disruptions due to equipment interruptions or failure at Company or third-party facilities, and other factors beyond the Company's control. For more information concerning factors that could cause such a difference, 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 Corporation, San Antonio Investors: John Robertson, 210-283-2687 or Media: Tara Ford Payne, 210-283-2676 -----END PRIVACY-ENHANCED MESSAGE-----