Tesoro Corp/New – ‘8-K’ for 12/17/99

On:  Monday, 1/3/00   ·   For:  12/17/99   ·   Accession #:  950134-0-9   ·   File #:  1-03473

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     24K 
 2: EX-2.1      Stock Purchase Agreement Dated October 8, 1999        85    360K 
 3: EX-2.2      1st Amendment to Stock Purchase Agreement             46    163K 
 4: EX-2.3      Purchase Agreement                                    56    225K 
 5: EX-2.4      Purchase Agreement                                    57    226K 
 6: EX-2.5      Purchase Agreement                                    57    228K 
 7: EX-4.1      Amended & Restated 1st Amendment & Consent             9     31K 
 8: EX-99.1     Unaudited Pro Forma Condensed Financial Statements     6     37K 

8-K   —   Current Report
Document Table of Contents

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================================================================================

 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 17, 1999

TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)

     DELAWARE                       1-3473              95-0862768
(State or other jurisdiction of        (Commission        (I.R.S. Employer    
       incorporation)                 File Number)       Identification No.)

300 CONCORD PLAZA DRIVE, SAN ANTONIO, TEXAS 78216-6999
 (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: 210-828-8484

8700 TESORO DRIVE, SAN ANTONIO, TEXAS 78217-6218
(Former name or former address, if changed since last report.)

================================================================================

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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS                                    

On December 17, 1999, Tesoro Petroleum Corporation ("Tesoro" or "Company")      
completed the sale of its domestic exploration and production business to EEX   
Corporation effective July 1, 1999. The business sold included Tesoro's four    
core areas of domestic exploration and production operations located in Texas   
and Louisiana and all of Tesoro's acreage in those areas, together with Tesoro's
interests in other miscellaneous exploration and production properties and gas  
transportation facilities. The cash sale prices in the purchase agreements      
totaled $222,000,000, which were adjusted on a preliminary basis for revenues,  
expenses, capital expenditures, working capital changes and certain other items 
after the effective date to approximately $214,826,000 in cash received at      
closing. Under the terms of the purchase agreements, these transactions were    
structured as sales of stock in subsidiary corporations and membership interests
in subsidiary limited liability companies. The consideration received, which was
determined through a competitive bidding process and negotiations with EEX      
Corporation, is subject to post-closing adjustments within 120 days after       
closing for operations between July 1, 1999, the effective date, and December   
17, 1999, the closing date.                                                     

The cash received by Tesoro was used to reduce term loans outstanding under its 
Senior Credit Facility by $97.4 million. The remaining cash proceeds of         
approximately $117 million are being held by the Company for general corporate  
purposes.                                                                       

ITEM 5. OTHER EVENTS                                                            

On December 29, 1999, the Company closed on the sale of its Bolivian exploration
and production operations to BG International, Ltd., a subsidiary of BG plc,    
effective July 1, 1999. The sale, which requires authorization from certain     
Bolivian authorities, generated cash proceeds of approximately $100 million.    
These cash proceeds, which are subject to post-closing adjustments, will be used
to repay debt. The transaction was structured as a sale of stock in a subsidiary
corporation. The business sold included five shared-risk contracts with an      
agency of the Bolivian government to explore for and produce hydrocarbons on    
more than one million gross acres in two producing blocks and three             
non-producing blocks. The Company intends to file a current report on Form 8-K  
within 15 days of this event to report the disposition of its Bolivian assets.  

ITEM 7.       FINANCIAL STATEMENTS AND EXHIBITS                                 

(b)     PRO FORMA FINANCIAL INFORMATION.            

             Included as Exhibit 99.1 of this Form 8-K are the
                     unaudited pro forma condensed financial statements of the
                   Company as of September 30, 1999 and for the year ended
                 December 31, 1998 and nine months ended September 30,
1999.                               

(c)     EXHIBITS.                                   

                    +2.1    Stock Purchase Agreement, dated as of October 8,
                            1999, but effective as of July 1, 1999 among the
                            Company, Tesoro Gas Resources Company, Inc., EEX
              Operating LLC and EEX Corporation.

                     +2.2    First Amendment to Stock Purchase Agreement dated
                             December 16, 1999, but effective as of October 8,
                         1999, among the Company, Tesoro Gas Resources
                    Company, Inc., EEX Operating LLC and EEX
Corporation.        

                    +2.3    Purchase Agreement dated as of December 17, 1999
                            among the Company, Tesoro Gas Resources Company,
                            Inc. and EEX Operating LLC (Membership Interests
  in Tesoro Grande LLC).

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                    +2.4    Purchase Agreement dated as of December 17, 1999
                            among the Company, Tesoro Gas Resources Company,
                            Inc. and EEX Operating LLC (Membership Interests
             in Tesoro Reserves Company, LLC).

                    +2.5    Purchase Agreement dated as of December 17, 1999
                            among the Company, Tesoro Gas Resources Company,
                            Inc. and EEX Operating LLC (Membership Interests
     in Tesoro Southeast LLC).

                     +4.1    Amended and Restated First Amendment and Consent,
                       dated as of November 10, 1999, to the Third
                              Amended and Restated Credit Agreement, dated as of
                              July 2, 1998, among the Company, the several banks
                             and other financial institutions or entities from
                         time to time parties thereto, Lehman Brothers
                            Inc., as advisor and arranger, Lehman Commercial
                              Paper Inc., as syndication agent, Paribas and Bank
                           One, NA, as co-administrative agents, Bank One,
                            NA, as general administrative agent, Paribas, as
                             collateral agent, and The Bank of Nova Scotia, as
documentation agent.

                      +99.1   Unaudited Pro Forma Condensed Financial Statements
                           of the Company as of September 30, 1999 and for
                            the year ended December 31, 1998 and nine months
     ended September 30, 1999.

-----------------------                                                         
+  Filed herewith.                                                              

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the    
undersigned hereunto duly authorized.                                           

                              TESORO PETROLEUM CORPORATION
                            REGISTRANT

Date:  January 3, 2000                                                          
                              By:  /s/  JAMES C. REED, JR.
                                           -----------------------------------
                                          James C. Reed, Jr.
                                           Executive Vice President,
                                           General Counsel and Secretary

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 EXHIBIT INDEX

                                                                [Download Table]

EXHIBIT                              DESCRIPTION                               
-------                              -----------                               
                                                                               
   +2.1    Stock Purchase Agreement, dated as of October 8, 1999, but effective
           as of July 1, 1999 among the Company, Tesoro Gas Resources Company, 
           Inc., EEX Operating LLC and EEX Corporation.                        

   +2.2    First Amendment to Stock Purchase Agreement dated December 16, 1999,
           but effective as of October 8, 1999, among the Company, Tesoro Gas  
           Resources Company, Inc., EEX Operating LLC and EEX Corporation.     

   +2.3    Purchase Agreement dated as of December 17, 1999 among the Company, 
           Tesoro Gas Resources Company, Inc. and EEX Operating LLC (Membership
           Interests in Tesoro Grande LLC).                                    

   +2.4    Purchase Agreement dated as of December 17, 1999 among the Company, 
           Tesoro Gas Resources Company, Inc. and EEX Operating LLC (Membership
           Interests in Tesoro Reserves Company, LLC).                         

   +2.5    Purchase Agreement dated as of December 17, 1999 among the Company, 
           Tesoro Gas Resources Company, Inc. and EEX Operating LLC (Membership
           Interests in Tesoro Southeast LLC).                                 

   +4.1    Amended and Restated First Amendment and Consent, dated as of       
           November 10, 1999, to the Third Amended and Restated Credit         
           Agreement, dated as of July 2, 1998, among the Company, the several 
           banks and other financial institutions or entities from time to time
           parties thereto, Lehman Brothers Inc., as advisor and arranger,     
           Lehman Commercial Paper Inc., as syndication agent, Paribas and Bank
           One, NA, as co-administrative agents, Bank One, NA, as general      
           administrative agent, Paribas, as collateral agent, and The Bank of 
           Nova Scotia, as documentation agent.                                

   +99.1   Unaudited Pro Forma Condensed Financial Statements of the Company as
           of September 30, 1999 and for the year ended December 31, 1998 and  
           nine months ended September 30, 1999.                               

-------------------------                                                       
+  Filed herewith.                                                              

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		1/3/00		4
		12/29/99		2					8-K
For Period End:		12/17/99		1		5
		12/16/99		2		5
		11/10/99		3		5			10-Q
		10/8/99		2		5
		9/30/99		2		5			10-Q
		7/1/99		2		5
		12/31/98		2		5			10-K
		7/2/98		3		5
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