-----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, GOyivZmRI8ferSI8sNboI+2l2rJpffvzcIi+p72dMQctVPOYq6DUZRdvQ3OjluAl MVpstRYwdfY20nTO/3AOZg== 0001193125-07-252872.txt : 20071126 0001193125-07-252872.hdr.sgml : 20071126 20071126090837 ACCESSION NUMBER: 0001193125-07-252872 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20071126 DATE AS OF CHANGE: 20071126 GROUP MEMBERS: KIRK KERKORIAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESORO 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: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32167 FILM NUMBER: 071265311 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 FORMER COMPANY: FORMER CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRACINDA CORP CENTRAL INDEX KEY: 0000319029 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 BUSINESS PHONE: 7027378060 MAIL ADDRESS: STREET 1: 150 RODEO DRIVE SUITE 250 CITY: BEVERLY HILLS STATE: CA ZIP: 90212 SC TO-T/A 1 dsctota.htm SCHEDULE TO-T AMENDMENT NO. 2 Schedule TO-T Amendment No. 2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE TO

Amendment No. 2

(Rule 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934


TESORO CORPORATION

(Name of Subject Company (Issuer))

 

TRACINDA CORPORATION

Kirk Kerkorian

(Name of Filing Persons (Offerors))


COMMON STOCK, PAR VALUE $.16 2/3 PER SHARE

(Title of Class of Securities)

881609101

(CUSIP Number of Class of Securities)

 

Richard E. Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, California 90212

(310) 271-0638

 

Copy to:

Janet S. McCloud, Esq.

Christensen, Glaser, Fink, Jacobs,

Weil & Shapiro, LLC

10250 Constellation Blvd., 19th Floor

Los Angeles, CA 90067

(310) 553-3000

(Name, Address and Telephone Numbers of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)


Calculation of Filing Fee

 

Transaction Valuation*

  Amount of Filing Fee

 

$1,400,000,000

  $42,980

* Estimated for purposes of calculating the amount of filing fee only. Transaction value derived by multiplying 21,875,000 shares of the subject company (number of shares sought) by $64.00 (the purchase price per share offered by the Purchaser (as defined below)).

 

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:  $42,980

   Filing Party:  Tracinda Corporation

Form or Registration Number:  TO-T

   Date Filed:  November 7, 2007
¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

  x third-party tender offer subject to Rule 14d-1.
  ¨ issuer tender offer subject to Rule 13e-4.
  ¨ going private transaction subject to Rule 13e-3.
  ¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 


 

 


This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 7, 2007, as supplemented and amended by Amendment No. 1 filed on November 15, 2007 (as amended, the “Schedule TO”), by Tracinda Corporation relating to the tender offer by Tracinda for up to 21,875,000 shares of common stock, par value $.16 2/3 per share (the “shares”), of Tesoro Corporation, a Delaware corporation (“Tesoro”), at a purchase price of $64.00 per share, net to the seller in cash, on the terms and subject to the conditions set forth in an Offer to Purchase, dated November 7, 2007 as amended through November 15, 2007 (as amended, the “Offer to Purchase”), and in the related letter of transmittal, copies of which were filed with the original Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to them in the Offer to Purchase or the Schedule TO.

 

The information in the Offer to Purchase and the related letter of transmittal is incorporated in this Amendment No. 2 to the Schedule TO by reference to all of the applicable items in the Schedule TO, except that such information is hereby amended and supplemented to the extent specifically provided herein.

 

ITEMS 1, 4, 5, 6 and 12.

 

Items 1, 4 and 6 are hereby amended and supplemented as follows:

 

A copy of the press release issued by Tracinda on November 26, 2007 is attached hereto as Exhibit (a)(1)(K), and is incorporated herein by reference.

 

Item 5 is hereby amended and supplemented as follows:

 

The subsection captioned “Background” of Section 11—“Background and Purpose of the Offer; Plans for Tesoro” of the Offer to Purchase is hereby amended to add the following:

 

“On November 19, 2007, Mr. Christensen telephoned Mr. Smith to inquire as to whether any actions had been taken at the November 19, 2007 meeting of Tesoro’s Board of Directors. Mr. Smith informed Mr. Christensen that the Board had discussed the Offer in detail with Tesoro’s financial advisors and legal counsel and that the Board had also reviewed in detail a stockholder rights plan, but no action was taken at the Board meeting.

 

“On November 21, 2007, Tesoro issued a press release which stated that its Board of Directors had adopted a rights plan, and on November 26, 2007, Tracinda issued a press release which responded to the adoption of the rights plan.”

 

Item 12 is hereby amended and supplemented as follows:

 

The following Exhibit is added:

 

(a)(1)(K)    Press Release issued by Tracinda on November 26, 2007.

 

2


SIGNATURES

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: November 26, 2007

 

TRACINDA CORPORATION

A Nevada corporation

By:   /s/    Anthony L. Mandekic        
   

Name: Anthony L. Mandekic

Title: Secretary and Treasurer

KIRK KERKORIAN

By:   /s/    Anthony L. Mandekic*        
   

Name: Anthony L. Mandekic

Title: *Attorney-in-fact

 

3

EX-99.(A)(1)(K) 2 dex99a1k.htm PRESS RELEASE Press Release

Exhibit (a)(1)(K)

 

FOR IMMEDIATE RELEASE

 

Contact:

Winnie Lerner / Tom Johnson

Abernathy MacGregor Group

212/371-5999

 

Tracinda Expresses Concern About Tesoro Rights Plan

 

LOS ANGELES, CA — November 26, 2007 — Tracinda Corporation stated today that the adoption of a rights plan by the Board of Directors of Tesoro Corporation (NYSE: TSO) on November 20, 2007 has resulted in a failure of a condition to Tracinda’s tender offer for shares of Tesoro common stock. The change in Tesoro’s capitalization resulting from the rights plan, including, without limitation, the potential dilutive effect thereof, negatively impacts all Tesoro stockholders, including Tracinda. Among other things, the rights plan significantly limits opportunities to enhance stockholder value and restricts the ability of Tesoro stockholders to freely vote or sell their shares. As a result, in Tracinda’s judgment, the rights plan has a material adverse effect on the value of the Tesoro common stock and is materially adverse to all Tesoro stockholders. Accordingly, Tracinda is weighing its alternatives with respect to its pending cash tender offer.

 

Tracinda’s cash tender offer at $64.00 per share for up to 21,875,000 shares of Tesoro common stock, or approximately 16% of the shares outstanding, commenced on November 7, 2007 and is currently scheduled to expire at 11:59 p.m. ET on December 6, 2007.

 

There can be no assurance as to what actions Tracinda will or will not take with respect to its tender offer in light of the adoption of the announced rights plan by the Tesoro Board of Directors.

 

This press release shall not constitute an offer to purchase or a solicitation of an offer to sell, which may be made only pursuant to the terms of the Offer to Purchase and related Letter of Transmittal filed on November 7, 2007 with the Securities and Exchange Commission. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Tesoro shares in any jurisdiction in which the making of the offer or the acceptance thereof would not comply with the laws of that jurisdiction.

 

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