<PAGE>
As filed with the Securities and Exchange Commission on April 26, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-0862768
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8700 Tesoro Drive 78217
San Antonio, Texas (Zip Code)
(Address of Principal Executive Offices)
Tesoro Petroleum Corporation Executive Long-Term Incentive Plan
Tesoro Petroleum Corporation Amended Incentive Stock Plan of 1982
(Full title of the Plans)
Michael D. Burke
President and Chief Executive Officer
Tesoro Petroleum Corporation
8700 Tesoro Drive
San Antonio, Texas 78217
(Name and address of agent for service)
(210) 828-8484
(Telephone number, including area code, of agent for service)
With Copy to:
Fulbright & Jaworski L.L.P.
300 Convent, Suite 2200
San Antonio, Texas 78205
(210) 224-5575
Attention: Phillip M. Renfro
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed maximum Amount of
securities to Amount to maximum offering aggregate offering registration
be registered be registered price per unit(5) price(5) fee
Common Stock,
$.16 2/3 1,250,000(1)(2) $10.25 $12,812,500 $4,419
par value
Common Stock
$.16 2/3
par value 419,998(2)(3) $10.25 $ 4,304,980 $1,485
Purchase 1,669,998
Rights(4)
Total $17,117,480 $5,904
(1) Shares registered under the Executive Long-Term Incentive Plan.
(2) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of the anti-dilution
provisions of the Executive Long-Term Incentive Plan and the Amended
Incentive Stock Plan of 1982.
(3) Shares registered under the Amended Incentive Stock Plan of 1982.
(4) Purchase Rights related to the Common Stock pursuant to the Rights Agreement
dated December 16, 1985, as amended, between the Company and Chemical Bank,
N.A., Trustee, successor to InterFirst Bank Fort Worth, N.A.
(5) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h), on the basis of the average of the high and
low closing prices of the Common Stock as reported on the New York Stock
Exchange on April 19, 1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
1. The Annual Report on Form 10-K of Tesoro Petroleum Corporation, a
Delaware corporation (the "Registrant" or the "Company"), for the year ended
December 31, 1993;
2. The description of the Registrant's Common Stock, $.16 2/3 par value,
set forth under the caption "Description of Capital Stock" in the Proxy
Statement, Prospectus and Consent Solicitation that is included in the
Registrant's Registration Statement on Form S-4 dated September 2, 1993
(Registration No. 33-68282), as amended, filed by the Registrant with the
Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act
of 1933, as amended (the "Securities Act"); and
3. The description of the Registrant's purchase rights set forth under the
caption "Description of Capital Stock" in the Proxy Statement, Prospectus and
Consent Solicitation that is included in the Registrant's Registration Statement
on Form S-4 dated September 2, 1993 (Registration No. 33-68282), as amended,
filed by the Registrant with the Securities and Exchange Commission pursuant to
Rule 424(b) of the Securities Act.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the filing hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law empowers the
Registrant to, and the bylaws of the Registrant provide that it shall, indemnify
to the full extent authorized or permitted by the laws of the State of Delaware
any person who is made, or threatened to be made, a party to an action, suit or
proceeding (whether civil, criminal, administrative or investigative) by reason
of the fact that he, his testator or intestate is or was a director, officer or
employee of the Registrant, respectively, or serves or served any other
enterprise at the request of the Registrant.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 - Restated Certificate of Incorporation of the Company
(incorporated by reference herein to Exhibit 3 to the Company's
Annual Report on Form 10-K for the fiscal year ended December
31, 1993, File No. 1- 3473).
4.2 - Bylaws of the Company, as amended through February 9, 1994
(incorporated by reference herein to Exhibit 3(a) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473).
4.3 - Amendment to Restated Certificate of Incorporation of the
Company adding a new Article IX limiting Directors' Liability
(incorporated by reference herein to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473).
4.4 - Certificate of Designation Establishing a Series of $2.20
Cumulative Convertible Preferred Stock, dated as of January 26,
1983 (incorporated by reference herein to Exhibit 3(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473).
4.5 - Certificate of Designation Establishing a Series A
Participating Preferred Stock, dated as of December 16, 1985
(incorporated by reference herein to Exhibit 3(d) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1- 3473).
4.6 - Certificate of Amendment, dated as of February 9, 1994, to
Restated Certificate of Incorporation of the Company amending
Article IV, Article V, Article VII and Article VIII
(incorporated by reference herein to Exhibit 3(e) to the
Company's Annual Report on Form 10- K for the fiscal year ended
December 31, 1993, File No. 1-3473).
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4.7 - 12 3/4% Subordinated Debentures due March 15, 2001, Form of
Indenture, dated March 15, 1983 (incorporated by reference
herein to Exhibit 4(b) to Registration Statement No. 2-81960).
4.8 - 13% Exchange Notes due December 1, 2000, Indenture, dated
February 8, 1994 (incorporated by reference herein to Exhibit 2
to the Company's Registration Statement on Form 8-A filed March
2, 1994).
4.9 - Rights Agreement dated December 16, 1985 between the Company
and Chemical Bank, N.A., successor to Interfirst Bank Fort
Worth, N.A. (incorporated by reference herein to Exhibit 4(i)
to the Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1985, File No. 1-3473).
4.10 - Amendment to Rights Agreement dated December 16, 1985 between
the Company and Chemical Bank, N.A. (incorporated by reference
herein to Exhibit 4(c) to the Company's Annual Report on Form
10- K for the fiscal year ended December 31, 1992, File No.
1-3473).
4.11 - Copy of Forbearance Agreement dated as of March 24, 1993
between the Company and MetLife Security Insurance Company of
Louisiana (incorporated by reference herein to Exhibit 4(n) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, File No. 1-3473).
4.12 - Copy of Amendment to the Forbearance Agreement dated as of
November 12, 1993 between the Company and MetLife Security
Insurance Company of Louisiana (incorporated by reference
herein to Exhibit 4(o) of the Company's Registration Statement
No. 33- 68282 on Form S-4).
4.13 - Copy of Memorandum of Understanding dated as of August 31, 1993
between the Company and MetLife Security Insurance Company of
Louisiana (incorporated by reference herein to Exhibit 10(q) of
the Company's Registration Statement No. 33-68282 on Form
S-4).
4.14 - Copy of Amended Memorandum of Understanding dated as of
December 14, 1993 between the Company and MetLife Security
Insurance Company of Louisiana (incorporated by reference
herein to Exhibit 4(p) of the Company's Registration Statement
No. 33- 68282 on Form S-4).
4.15 - Stock Purchase Agreement dated as of February 9, 1994 between
the Company and MetLife Security Insurance Company of Louisiana
(incorporated by reference herein to Exhibit 4(i) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473).
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4.16 - Registration Rights Agreement dated February 9, 1994 between
the Company and MetLife Security Insurance Company of Louisiana
(incorporated by reference herein to Exhibit 4(j) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473).
4.17 - Call Option Agreement dated February 9, 1994 between the
Company and MetLife Security Insurance Company of Louisiana
(incorporated by reference herein to Exhibit 4(k) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473).
4.18 - Copy of Tesoro Exploration and Production Company's Loan
Agreement dated as of October 29, 1993 (incorporated by
reference herein to Exhibit 4(b) to the Company's report on
Form 10-Q for the quarter ended September 30, 1993, File No.
1-3473).
4.19 - Copy of Agreement for Waiver and Substitution of Collateral
dated as of September 30, 1993 by and between Tesoro Alaska
Petroleum Company and the State of Alaska (incorporated by
reference herein to Exhibit 4(c) to the Company's report on
Form 10-Q for the quarter ended September 30, 1993, File No.
1-3473).
4.20 - Tesoro Petroleum Corporation Amended Incentive Stock Plan of
1982, as amended through February 24, 1988 (incorporated by
reference herein to Exhibit 10(t) to the Company's Annual
Report on Form 10-K for the fiscal year ended September 30,
1988, File No. 1-3473).
4.21 - Resolution approved by the Company's stockholders on April 30,
1992 extending the term of the Company's Amended Incentive
Stock Plan of 1982 to February 24, 1994 (incorporated by
reference herein to Exhibit 10(o) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1992, File No. 1-3473).
4.22 - Copy of the Company's Executive Long-Term Incentive Plan
(incorporated by reference herein to Exhibit 10(k) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473).
5.1 - Opinion of Fulbright & Jaworski L.L.P. as to the legality of
the securities being registered.
23.1 - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit
5.1).
23.2 - Consent of Deloitte & Touche.
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24.1 - Powers of Attorney from the members of the Board of Directors
of the Company (contained on signature pages and hereof).
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
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<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on April 26, 1994.
TESORO PETROLEUM CORPORATION
By: /s/ Bruce A. Smith
Bruce A. Smith
Executive Vice President and
Chief Financial Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Michael D. Burke and Bruce A. Smith, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Charles Wohlstetter Chairman of the Board of Directors April 26, 1994
Charles Wohlstetter and Director
/s/ Michael D. Burke Director, President and Chief April 26, 1994
Michael D. Burke Executive Officer (Principal
Executive Officer)
/s/ Bruce A. Smith Executive Vice President and Chief April 26, 1994
Bruce A. Smith Financial Officer (Principal
Financil Officer and Principal
Accounting Officer)
/s/ Ray C. Adam Director April 26, 1994
Ray C. Adam
/s/ Robert J. Caverly Director April 26, 1994
Robert J. Caverly
/s/ Peter M. Detwiler Director April 26, 1994
Peter M. Detwiler
/s/ Steven H. Grapstein Director April 26, 1994
Steven H. Grapstein
/s/ Charles F. Luce Director April 26, 1994
Charles F. Luce
/s/ Raymond K. Mason, Sr. Director April 26, 1994
Raymond K. Mason, Sr.
/s/ John J. McKetta, Jr. Director April 26, 1994
John J. McKetta, Jr.
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Director April , 1994
Stewart G. Nagler
/s/ James Q. Riordan Director April 26, 1994
James Q. Riordan
/s/ William S. Sneath Director April 26, 1994
William S. Sneath
/s/ Arthur Spitzer Director April 26, 1994
Arthur Spitzer
/s/ Murray L. Weidenbaum Director April 26, 1994
Murray L. Weidenbaum
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on April 26, 1994.
TESORO PETROLEUM CORPORATION
By: /s/ Bruce A. Smith
Bruce A. Smith
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Charles Wohlstetter* Chairman of the Board of Directors April 26, 1994
Charles Wohlstetter and Director
/s/ Michael D. Burke* Director, President and Chief April 26, 1994
Michael D. Burke Executive Officer (Principal
Executive Officer)
/s/ Bruce A. Smith Executive Vice President and Chief April 26, 1994
Bruce A. Smith Financial Officer (Principal
Financil Officer and Principal
Accounting Officer)
/s/ Ray C. Adam* Director April 26, 1994
Ray C. Adam
/s/ Robert J. Caverly* Director April 26, 1994
Robert J. Caverly
/s/ Peter M. Detwiler* Director April 26, 1994
Peter M. Detwiler
/s/ Steven H. Grapstein* Director April 26, 1994
Steven H. Grapstein
/s/ Charles F. Luce* Director April 26, 1994
Charles F. Luce
/s/ Raymond K. Mason, Sr.* Director April 26, 1994
Raymond K. Mason, Sr.
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/s/ John J. McKetta, Jr.* Director April 26, 1994
John J. McKetta, Jr.
Director April , 1994
Stewart G. Nagler
/s/ James Q. Riordan* Director April 26, 1994
James Q. Riordan
/s/ William S. Sneath* Director April 26, 1994
William S. Sneath*
/s/ Arthur Spitzer* Director April 26, 1994
Arthur Spitzer
/s/ Murray L. Weidenbaum* Director April 26, 1994
Murray L. Weidenbaum
*By/s/ BRUCE A. SMITH
Bruce A. Smith
as attorney-in-fact
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<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER
4.1 - Restated Certificate of Incorporation of the Company (incorporated by
reference herein to Exhibit 3(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, File No.
1-3473).
4.2 - Bylaws of the Company, as amended through February 9, 1994
(incorporated by reference herein to Exhibit 3 to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993, File
No. 1-3473).
4.3 - Amendment to Restated Certificate of Incorporation of the Company
adding a new Article IX limiting Directors' Liability (incorporated by
reference herein to Exhibit 3(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, File No.
1-3473).
4.4 - Certificate of Designation Establishing a Series of $2.20 Cumulative
Convertible Preferred Stock, dated as of January 26, 1983
(incorporated by reference herein to Exhibit 3(c) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, File No. 1-3473).
4.5 - Certificate of Designation Establishing a Series A Participating
Preferred Stock, dated as of December 16, 1985 (incorporated by
reference herein to Exhibit 3(d) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, File No.
1-3473).
4.6 - Certificate of Amendment, dated as of February 9, 1994, to Restated
Certificate of Incorporation of the Company amending Article IV,
Article V, Article VII and Article VIII (incorporated by reference
herein to Exhibit 3(e) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-3473).
4.7 - 12 3/4% Subordinated Debentures due March 15, 2001, Form of Indenture,
dated March 15, 1983 (incorporated by reference herein to Exhibit 4(b)
to Registration Statement No. 2-81960).
4.8 - 13% Exchange Notes due December 1, 2000, Indenture, dated February 8,
1994 (incorporated by reference herein to Exhibit 2 to the Company's
Registration Statement on Form 8-A filed March 2, 1994).
4.9 - Rights Agreement dated December 16, 1985 between the Company and
Chemical Bank, N.A., successor to Interfirst Bank Fort Worth, N.A.
(incorporated by reference herein to Exhibit 4(i) to the Company's
Annual Report on Form 10-K for the fiscal year ended September 30,
1985, File No. 1-3473).
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4.10 - Amendment to Rights Agreement dated December 16, 1985 between the
Company and Chemical Bank, N.A. (incorporated by reference herein to
Exhibit 4(c) to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, File No. 1-3473).
4.11 - Copy of Forbearance Agreement dated as of March 24, 1993 between the
Company and MetLife Security Insurance Company of Louisiana
(incorporated by reference herein to Exhibit 4(n) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1992, File No. 1-3473).
4.12 - Copy of Amendment to the Forbearance Agreement dated as of November
12, 1993 between the Company and MetLife Security Insurance Company of
Louisiana (incorporated by reference herein to Exhibit 4(o) of the
Company's Registration Statement No. 33-68282 on Form S-4).
4.13 - Copy of Memorandum of Understanding dated as of August 31, 1993
between the Company and MetLife Security Insurance Company of
Louisiana (incorporated by reference herein to Exhibit 10(q) of the
Company's Registration Statement No. 33-68282 on Form S-4).
4.14 - Copy of Amended Memorandum of Understanding dated as of December 14,
1993 between the Company and MetLife Security Insurance Company of
Louisiana (incorporated by reference herein to Exhibit 4(p) of the
Company's Registration Statement No. 33-68282 on Form S-4).
4.15 - Stock Purchase Agreement dated as of February 9, 1994 between the
Company and MetLife Security Insurance Company of Louisiana
(incorporated by reference herein to Exhibit 4(i) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, File No. 1-3473).
4.16 - Registration Rights Agreement dated February 9, 1994 between the
Company and MetLife Security Insurance Company of Louisiana
(incorporated by reference herein to Exhibit 4(j) to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, File No. 1-3473).
4.17 - Call Option Agreement dated February 9, 1994 between the Company and
MetLife Security Insurance Company of Louisiana (incorporated by
reference herein to Exhibit 4(k) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, File No.
1-3473).
4.18 - Copy of Tesoro Exploration and Production Company's Loan Agreement
dated as of October 29, 1993 (incorporated by reference herein to
Exhibit 4(b) to the Company's report on Form 10-Q for the quarter
ended September 30, 1993, File No. 1-3473).
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4.19 - Copy of Agreement for Waiver and Substitution of Collateral dated as
of September 30, 1993 by and between Tesoro Alaska Petroleum Company
and the State of Alaska (incorporated by reference herein to Exhibit
4(c) to the Company's report on Form 10-Q for the quarter ended
September 30, 1993, File No. 1-3473).
4.20 - Tesoro Petroleum Corporation Amended Incentive Stock Plan of 1982, as
amended through February 24, 1988 (incorporated by reference herein to
Exhibit 10(t) to the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 1988, File No. 1-3473).
4.21 - Resolution approved by the Company's stockholders on April 30, 1992
extending the term of the Company's Amended Incentive Stock Plan of
1982 to February 24, 1994 (incorporated by reference herein to Exhibit
10(o) to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, File No. 1-3473).
4.22 - Copy of the Company's Executive Long-Term Incentive Plan (incorporated
by reference herein to Exhibit 10(k) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993, File No.
1-3473).
5.1 - Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
securities being registered.
23.1 - Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1).
23.2 - Consent of Deloitte & Touche.
24.1 - Powers of Attorney from the members of the Board of Directors of the
Company (contained on signature pages hereof).
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April 20, 1994
Tesoro Petroleum Corporation
8700 Tesoro Drive
San Antonio, Texas 78217
Gentlemen:
We have acted as counsel for Tesoro Petroleum Corporation, a Delaware
corporation (the "Company"), in connection with the authorization of an
aggregate of 1,669,998 shares (the "Shares") of Common Stock, $.16 2/3 par
value, of the Company, to be issued pursuant to the Tesoro Petroleum Corporation
Executive Long-Term Incentive Plan (the "1993 Plan") and the Tesoro Petroleum
Corporation Amended Incentive Stock Plan of 1982 (the "1982 Plan").
In connection therewith, we have examined, among other things, the 1993
Plan, the 1982 Plan, the Certificate of Incorporation and Bylaws of the Company
and the corporate proceedings with respect to the issuance of the Shares and
such other corporate documents as we have deemed appropriate.
Based on the foregoing, and having due regard for such legal
considerations as we have deemed relevant, we are of the opinion that the Shares
have been duly authorized by all requisite corporate action and when issued in
accordance with the terms of the 1982 Plan or the 1993 Plan, as the case may be,
will be validly issued, fully paid and nonassessable.
The opinions expressed herein are limited exclusively to the laws of the
State of Texas, the General Corporation Law of the State of Delaware and the
federal securities law of the United States of America.
The opinions expressed herein are for your sole benefit and may be
relied upon only by you.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8.
Very truly yours,
/s/ Flubright & Jaworski L.L.P.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
Board of Directors and Stockholders
Tesoro Petroleum Corporation
We consent to the incorporation by reference in this Registration Statement of
Tesoro Petroleum Corportion on Form S-8 of our report dated February 10, 1994,
appearing in the Annual Report on Form 10-K of Tesoro Petroleum Corporation for
the year ended December 31, 1993.
DELOITTE & TOUCHE
San Antonio, Texas
April 26, 1994
