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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
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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
[x] Definitive Additional Materials
[_] 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):
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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 RESPONDS TO
BOARD'S REVOCATION OF CONSENT MATERIALS
Lakeville, Connecticut, March 7, 1996 ... The Stockholders'
Committee for New Management of Tesoro Petroleum Corporation (the
"Committee") today responded to the consent revocation materials (the
"Board's Materials") distributed by the Board of Directors of Tesoro
Petroleum Corporation ("Tesoro"). The Committee stated that the
current Board just does not get it. It's not about promises for the
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future or anticipated results; it's about the price of Tesoro's Common
Stock, the most important measure of stockholder value.
WHAT HAS HAPPENED TO THE VALUE OF OUR STOCK?
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The Committee stated that the Board's Materials failed to
address the question of singular importance to all Tesoro
stockholders: Why, under the stewardship of the current Board of
Directors, has the price of Tesoro's Common Stock fallen over 30% from
its high of $12-3/8 per share on March 14, 1994, to $8-1/2 per share,
yesterday's closing price. This is the question that stockholders
want answered. All Tesoro stockholders should demand an explanation
of why this happened during the current Board's watch.
BOARD GAMES: DIRECTOR ENRICHMENT
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The Committee believes that the directors dramatically have
increased their compensation. First, in December of 1994, the Board
adopted retirement benefits for non-management directors; the Board's
Materials disclose that four such directors in office in 1994 have
taken or shortly will take advantage of these benefits. Second, when
Michael Burke recently left his chief executive position at Tesoro and
stepped down from the Board of Directors, Tesoro put together a
severance package worth in total approximately $4.25 million,
including payments to a company solely owned by Mr. Burke pursuant to
a long-term "consulting" agreement and the immediate vesting of
restricted stock and stock options which were immediately sold and/or
exercised and sold by Mr. Burke. Thus, over the past two years,
certain of the directors have benefitted, while stockholder value has
suffered.
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THE REFINING AND MARKETING BUSINESS
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The Board's Materials attack the Committee's platform
regarding the divestiture of Tesoro's refining and marketing business
(the "Refining Business"). But, what is their game plan? On the one
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hand, we know that the Board has authorized over $50 million in
capital expenditures for the Refining Business over the past four
years; meanwhile, they tell us that "a sale at current market prices
would almost certainly not cover the refinery's $90 million in debt"
that they put on it. Is that any way to run a company?
It is not the Committee's intent that the Refining Business
be sold at "a fire-sale price," as stated in the Board's Materials.
The Committee's program to enhance stockholder value includes the
development of a plan for the disposition of the Refining Business at
the appropriate time to take advantage of the refining industry's
cyclical turnaround anticipated by analysts and industry experts.
THE TIME FOR CHANGE IS NOW, AND IT MUST BEGIN AT THE TOP
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This is a critical time for Tesoro. The time for change is
NOW, and it must begin at the top! In the opinion of the Committee,
the current Board is the problem, not the solution. The Committee
recommends that Tesoro's stockholders act now by supporting the
Committee in its effort to install a Board that will work diligently
to create value for the owners of Tesoro -- its stockholders. The
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Committee Nominees are committed to maximizing stockholder value.
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The Committee's Consent Solicitation
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The Committee is conducting a consent solicitation to
remove all seven of the present members of the Board of Directors
of Tesoro and to elect George F. Baker, Gale L. Galloway, Alan J.
Kaufman, M.D., James H. Stone and Douglas B. Thompson as directors
of Tesoro.
Executing a White Consent Card
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The Committee urges stockholders to consent to the removal of
the Board and the election of the Committee Nominees by marking,
signing, dating and returning promptly the WHITE Consent Cards
distributed with its Consent Solicitation Statement.
If stockholders have any questions about completing or
signing the WHITE Consent Card or require assistance, including
assistance in assuring that shares held by brokers or other
nominees are voted, stockholders are requested to call Morrow &
Co., Inc. at (800) 634-4458.
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