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 15, 1995
TESORO PETROLEUM CORPORATION
(Exact Name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
1-3473 95-0862768
(Commission File Number) (I.R.S. Employer Identification No.)
8700 Tesoro Drive 78217
San Antonio, Texas (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code
(210) 828-8484
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TESORO PETROLEUM CORPORATION
FORM 8-K
Item 5. Other Events.
On December 15, 1995, the Board of Directors of Tesoro Petroleum
Corporation ("Tesoro") extended the expiration date of Tesoro's Preferred
Stock Purchase Rights issued pursuant to the Rights Agreement dated
December 16, 1985, between Tesoro and InterFirst Bank of Fort Worth, N.A.
(now, by substitution, Chemical Bank). The expiration date was extended to
the close of business on July 24, 1996.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
4. Copy of the resolution of the Board of Directors extending
the Expiration Date relating to the Tesoro Preferred Stock
Purchase Rights.
20. Press Release of the Company dated December 18, 1995,
announcing extension of Expiration Date relating to
Preferred Stock Purchase Rights.
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
Date: December 18, 1995 By: /s/ James C. Reed, Jr.
James C. Reed, Jr.
Executive Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit Description Page
4 Copy of the resolution of the Board of Directors 4
extending the Expiration Date relating to the
Tesoro Preferred Stock Purchase Rights.
20 Press Release of the Company dated December 18, 5
1995, announcing extension of Expiration Date
relating to Preferred Stock Purchase Rights.
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EXHIBIT 4
RESOLUTION FOR RIGHTS PLAN EXTENSION ADOPTED BY THE
BOARD OF DIRECTORS ON DECEMBER 15, 1995
RESOLVED, that pursuant to the last sentence of Section 26 of the Rights
Agreement dated December 16, 1985 (the "Rights Agreement"), between Tesoro
Petroleum Corporation and InterFirst Bank of Fort Worth, N.A. (now, by
substitution, Chemical Bank), the Board of Directors, in the name and on
behalf of the Company, hereby elects to change the Expiration Date, as
defined in the Rights Agreement, to be the close of business on July 24,
1996.
EXHIBIT 20
FOR IMMEDIATE RELEASE Contact: Greg Wright
(210)283-2440
News Release
TESORO ANNOUNCES EXTENSION OF
STOCKHOLDER RIGHTS PLAN
San Antonio, Texas -- Dec. 18, 1995 -- Tesoro Petroleum Corporation
(NYSE:TSO) today announced its board of directors elected on Dec. 15 to extend
the company's stockholder rights plan, which was scheduled to expire Dec. 16.
The board voted to change the plan's expiration date to the close of business on
July 24, 1996.
The stockholder rights plan was extended to allow the board to consider
whether the plan remains appropriate to continue ensuring that Tesoro
shareholders would receive fair and equal treatment in the event of any proposed
takeover of the company. The extension was not in response to any specific
effort to acquire control of the company.
Tesoro Petroleum Corporation is a natural resource company engaged in
petroleum refining and marketing, natural gas exploration and production, and
wholesale marketing of fuel and lubricants.
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