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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. ___)
[_] Filed by the Registrant
[x] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[x] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TESORO PETROLEUM CORPORATION
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(Name of Registrant as Specified in Its Charter)
The Stockholders' Committee for New Management of
Tesoro Petroleum Corporation
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined.):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[x] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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THE STOCKHOLDERS' COMMITTEE FOR
NEW MANAGEMENT OF TESORO PETROLEUM CORPORATION
PRESS RELEASE
FOR IMMEDIATE RELEASE
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Contact: Whelan Management Corp. (203) 435-5020
STOCKHOLDERS' COMMITTEE FOR NEW MANAGEMENT OF TESORO PETROLEUM
CORPORATION TO MAIL CONSENT SOLICITATION MATERIALS
Lakeville, Connecticut, February 28, 1996 ... The
Stockholders' Committee for New Management of Tesoro Petroleum
Corporation (the "Committee") today announced that it will soon be
mailing to all stockholders of record as of February 24, 1996,
materials in connection with the Committee's consent solicitation to
remove all seven of the present members of the Board of Directors of
Tesoro Petroleum Corporation ("Tesoro") and to elect George F. Baker,
Gale L. Galloway, Dr. Alan J. Kaufman, M.D., James H. Stone and
Douglas B. Thompson as directors of Tesoro.
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SUMMARY INFORMATION CONCERNING THE PARTICIPANTS
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THE STOCKHOLDERS' COMMITTEE FOR NEW MANAGEMENT OF
TESORO PETROLEUM CORPORATION (THE "COMPANY")
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Kevin S. Flannery
Whelan Management Corp.
8 Holley Street
P.O. Box 1970
Lakeville, Connecticut 06039
Mr. Flannery is a director and the principal stockholder of
Whelan Management Corp. ("Whelan"), an investment advisory firm,
and of Whelan Securities Inc., a securities broker-dealer. Mr.
Flannery beneficially owns 361,772 shares of Common Stock of the
Company, which include (i) 140,615 shares held by Whelan, of
which Mr. Flannery is the principal executive officer and a 75%
common stockholder,
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(ii) 200,000 shares which Whelan has the right to acquire through
the exercise of stock options which were exercisable on February
28, 1996, or within 60 days thereafter, (iii) 18,357 shares held
by the Sean Kenrick Flannery Trust of which Mr. Flannery is the
investment officer and (iv) 2,600 shares of Common Stock owned by
Mr. Flannery's wife, as to which Mr. Flannery disclaims
beneficial ownership.
Robert S. Washburn
455 Santa Rita Avenue
Palo Alto, California 94301
Mr. Washburn currently manages his own private investment
portfolio. Mr. Washburn beneficially owns 233,336 shares of
Common Stock of the Company, which includes 39,545 shares held by
the Robert S. and Suzanne P. Washburn Revocable Trust of which
Mr. Washburn is a co-trustee and 193,791 shares held by the
Robert S. Washburn Money Purchase Pension and Profit Sharing
Keogh Plan Trust of which Mr. Washburn is the sole trustee.
George F. Baker
Baker, Nye, L.P.
767 Fifth Avenue
Suite 2800
New York, New York 10153
George F. Baker is President of Cambridge Capital Holdings, an
investment advisory firm, a General Partner of Baker, Nye, L.P.,
an investment partnership, and Chairman, President and Chief
Executive Officer of Whitehall Corporation, an electronics,
aerospace and earth sciences company. Mr. Baker beneficially
owns 110,000 shares of Common Stock of the Company, which include
100,000 shares which Mr. Baker has the right to acquire through
the exercise of stock options which were exercisable on
February 28, 1996, or within 60 days thereafter.
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Dr. Alan J. Kaufman, M.D.
5500 Hohman Avenue
Suite 210
Hammond, Indiana 46320
Dr. Alan J. Kaufman, M.D. is a practicing neurosurgeon and a
director of Newpark Resources, Inc., a company engaged primarily
in providing oilfield services. Dr. Kaufman beneficially owns
612,000 shares of Common Stock of the Company, which include
(i) 581,500 shares owned by Dr. Kaufman either directly or
through an individual retirement account, (ii) 20,000 shares held
by the Kaufman Children's Trust of which Dr. Kaufman is the sole
trustee and (iii) 10,500 shares owned by Dr. Kaufman's wife.
Dr. Kaufman disclaims beneficial ownership of the shares in the
Kaufman Children's Trust and the shares owned by his wife.
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James H. Stone
909 Poydras Street
Suite 2650
New Orleans, Louisiana 70112
James H. Stone is Chairman of the Board and Chief Executive
Officer of Stone Energy Corporation, a company engaged primarily
in oil and natural gas exploration and development. Mr. Stone
beneficially owns 146,000 shares of Common Stock of the Company,
which include 100,000 shares which Mr. Stone has the right to
acquire through the exercise of stock options which were
exercisable on February 28, 1996, or within 60 days thereafter.
NOMINEES OF THE STOCKHOLDERS' COMMITTEE FOR
NEW MANAGEMENT OF TESORO PETROLEUM CORPORATION
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The Committee Nominees include Messrs. Baker and Stone and
Dr. Kaufman, whose biographical and Common Stock ownership information
appear above. Gale L. Galloway and Douglas B. Thompson are also
Committee Nominees.
Gale L. Galloway
400 West 15th Street
Austin, Texas 78701
Gale L. Galloway is Chairman of the Board and Chief Executive
Officer of GLG Energy, Inc., an independent oil and gas producer,
a part owner and a member of the Board of Directors of Prodevco
S.A., a project development company, a part owner and director of
Pennacle Natural Gas Co., a natural gas gathering company, and a
member and owner of 1836 L.L.C., a product distribution company.
Mr. Galloway beneficially owns no shares of Common Stock of the
Company.
Douglas B. Thompson
c/o Digicon Inc.
3701 Kirby Drive
Houston, Texas 77098
Douglas B. Thompson is Chairman of the Board of Directors and a
member of the executive committee of Digicon, Inc., a worldwide
integrated geophysical service company, and Chairman of the Board
of Welltech, a domestic and international well servicing and
production servicing company. Mr. Thompson beneficially owns no
shares of Common Stock of the Company.
