<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
Tesoro Petroleum Corporation
______________________________________________________________________
(Name of Issuer)
Common Stock, par value $.16-2/3 per share
______________________________________________________________________
(Title of Class of Securities)
88160910
_______________________________
(CUSIP Number)
John C. Kelsh, Esq., Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010 (212-578-3437)
______________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1994
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 7 Pages
<PAGE> 2
This Amendment No. 25 supplements and amends the
Statement on Schedule 13D (the "Statement on Schedule 13D") filed
with the Securities and Exchange Commission (the "Commission") on
February 27, 1985, as it has been amended from time to time
thereafter, by Metropolitan Life Insurance Company
("Metropolitan") with respect to the shares of common stock, par
value $.16-2/3 per share (the "Common Stock"), issued by Tesoro
Petroleum Corporation (the "Issuer"), a Delaware corporation.
Unless otherwise defined herein, capitalized terms used herein
without a definition have the meanings ascribed to them in the
Statement on Schedule 13D.
Item 4. Purpose of Transaction.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
As previously reported, on May 11, 1994, in connection
with the Issuer's proposed offering of additional shares of
Common Stock, MetLife Security Insurance Company of Louisiana
("MetLife Louisiana"), a wholly-owned subsidiary of Metropolitan,
entered into a lockup agreement (the "Original Lockup Agreement")
with CS First Boston Corporation, Smith Barney Shearson Inc. and
Jefferies & Company, Inc., the Underwriters of such offering
(collectively, the "Underwriters"). The Original Lockup
Agreement provided that if the "road show" with respect to such
offering did not begin by the tenth day after the date on which
the Commission staff notified the Company that the Commission
would not review the Issuer's Registration Statement on Form S-3
with respect to such offering, the Original Lockup Agreement
would lapse and immediately become null and void. Such tenth day
occurred on May 27, 1994. By the terms of an amended and
restated lockup agreement, dated June 1, 1994, between MetLife
Louisiana and the Underwriters, MetLife Louisiana agreed to
extend the date that the "road show" shall begin to June 6, 1994.
An executed copy of this amended and restated lockup agreement is
being filed as Exhibit Y to Metropolitan's Schedule 13D and is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended by the
addition of the following exhibits:
Exhibit Y - Agreement, dated June 1, 1994, between
MetLife Louisiana and CS First Boston Corporation, Smith Barney
Shearson Inc. and Jefferies & Company, Inc.
Page 2 of 7
<PAGE> 3
SIGNATURE
After reasonable 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.
METROPOLITAN LIFE INSURANCE COMPANY
and on behalf of MetLife Security
Insurance Company of Louisiana
(formerly known as Charter Security
Life Insurance Company (Louisiana))
By: /s/ John C. Kelsh
_______________________________
John C. Kelsh
Vice President and
Investment Counsel
June 6, 1994
Page 3 of 7
<PAGE> 4
EXHIBIT INDEX
Set forth below is the Exhibit applicable to this
Amendment No. 25 and its location herein:
Exhibit Page Herein
Exhibit Y - Agreement, dated June 1, 1994,
between MetLife Louisiana and CS First
Boston Corporation, Smith Barney Shearson
Inc. and Jefferies & Company, Inc. 5
Page 4 of 7
<PAGE> 5
EXHIBIT Y
AGREEMENT
CS First Boston Corporation
Smith Barney Shearson Inc.
Jefferies & Company, Inc.,
as Representatives of the Several Underwriters,
c/o Tesoro Petroleum Corporation
8700 Tesoro Drive
San Antonio, Texas 78217
Ladies and Gentlemen:
The undersigned, MetLife Security Insurance Company of Louisiana
("MetLife Louisiana"), understands that, on May 11, 1994, Tesoro
Petroleum Corporation (the "Company") filed a Registration
Statement on Form S-3 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission") relating to
a public offering of shares of the common stock, par value
$.16-2/3 per share ("Common Stock"), of the Company (the "Public
Offering"). MetLife Louisiana further understands that CS First
Boston Corporation, Smith Barney Shearson Inc. and Jefferies &
Company, Inc. (the "Representatives"), as the Representatives of
the several underwriters, propose to enter into an underwriting
agreement with the Company providing for the Public Offering by
the several underwriters, including the Representatives (the
"Underwriting Agreement").
In consideration of the Representatives' efforts to proceed with
the Public Offering, MetLife Louisiana agrees with the
Representatives, subject to the second following paragraph, that
it will not, from the date hereof through July 22, 1994, without
the prior written consent of CS First Boston Corporation,
directly or indirectly, sell, agree to sell, grant any option for
the sale of, transfer, hypothecate or otherwise dispose of (other
than to affiliates of MetLife Louisiana) or contract to sell,
transfer or otherwise dispose of (other than to affiliates of
MetLife Louisiana), or file with the Commission a registration
statement under the Securities Act of 1933, as amended, to
register (i) any shares of Common Stock and/or shares of the
Company's $2.20 Cumulative Convertible Preferred Stock
("Preferred Stock"), (ii) any rights to acquire shares of Common
Stock and/or Preferred Stock, and (iii) any securities
convertible into, or exchangeable for, shares of Common Stock
and/or Preferred Stock, owned directly by MetLife Louisiana as of
the date hereof or with respect to which MetLife Louisiana has
the power of disposition; provided, however, that this Agreement
shall not apply to the sale to the Company of shares of Common
Stock and Preferred Stock by MetLife Louisiana pursuant to the
option (the "MetLife Louisiana Option") granted under that
certain Call Option Agreement dated February 9, 1994 by and
between the Company and MetLife Louisiana (the "Option
Agreement").
In furtherance of the foregoing, the Company and its transfer
agent and registrar are hereby authorized to decline to make any
transfer of shares of Common Stock and/or Preferred Stock if such
transfer would constitute a violation or breach of this
Agreement.
<PAGE> 6
This Agreement shall be binding on MetLife Louisiana and its
successors and assigns. This Agreement shall lapse and
immediately become null and void if:
(i) the "road show" with respect to the Public
Offering does not begin by June 6, 1994; or
(ii) the pricing of the shares subject to the
Public Offering does not occur on or before July 15, 1994;
or
(iii) (a) the Public Offering closes and the net
proceeds to the Company therefrom are less than $45 million
or (b) such proceeds (other than any proceeds in excess of
the amount required to exercise the MetLife Louisiana Option
in full) are not applied to exercise the MetLife Louisiana
Option within one business day after the date of the closing
of the Public Offering (provided that this Agreement shall
not lapse, notwithstanding the failure to apply such
proceeds by such date, if the Company shall give notice of
exercise of the MetLife Louisiana Option pursuant to the
Option Agreement no later than the date of such closing and
such notice shall state, notwithstanding the provisions of
Section 1(d) of the Option Agreement, that the Company is
ready, willing and able to apply such proceeds to exercise
the MetLife Louisiana Option on the next business day after
the date of such closing); or
(iv) the Board of Directors of the Company (or any
authorized committee thereof) cancels, postpones or
otherwise withdraws support of the Public Offering or
materially modifies the terms or proposed use of proceeds
thereof from those set forth in the Registration Statement
as initially filed; or
(v) either (a) CS First Boston or (b) both of
Smith Barney Shearson Inc. and Jefferies & Company, Inc.
withdraw or otherwise cease to be an underwriter of the sale
of the shares subject to the Public Offering; or
(vi) the Commission issues a stop order with
respect to the Public Offering; or
(vii) any court shall issue an injunction or a
restraining order applicable to the Company or MetLife
Louisiana with respect to either the sale of the shares
subject to the Public Offering or the application of the
proceeds from such sale to exercise the MetLife Louisiana
Option, and such injunction or restraining order shall
remain unstayed and in effect for a period of ten days; or
(viii) any event occurs which gives any third party
that is bound by any "lockup" agreement of the character
referred to in the fifth paragraph under the caption
"Underwriting" in the Registration Statement as initially
filed the ability to terminate such agreement; or
<PAGE> 7
(ix) if, on June 30, 1994, the Board of Directors
of the Company has not been expanded by the addition of a
14th director as contemplated on page 2 of the Company's
Proxy Statement, dated April 26, 1994.
This Agreement supersedes the Agreement dated May 11, 1994 among
MetLife Louisiana and the Representatives.
Very truly yours,
METLIFE SECURITY INSURANCE COMPANY
OF LOUISIANA
By: /s/ James S. Russell
___________________________
Name: James S. Russell
Title: Vice-President and
Treasurer
Date: June 1, 1994
