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:
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[_] 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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6(i)(2) or Item 22(a)(2) of Schedule 14A.
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1) Title of each class of securities to which transaction applies:
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FOR IMMEDIATE RELEASE Contact: Greg Wright
(210) 283-2440
TESORO AND DISSIDENT SHAREHOLDER GROUP
AGREE TO END CONSENT SOLICITATION
San Antonio, Texas -- April 5, 1996 -- Tesoro Petroleum Corporation
(NYSE:TSO) and the Committee for New Management of Tesoro Petroleum Corporation
today announced that an agreement has been reached to end a consent solicitation
initiated by the Committee Dec. 26, 1995.
Following is a summary of the terms of the agreement.
o The Committee will terminate its current consent
solicitation and both parties will dismiss all pending
legal action.
o The members of the dissident shareholder group have agreed that,
for a period ending the earlier of the day after Tesoro's 1999
annual meeting or June 30, 1999, they will not seek to take over
control of the company or support, encourage or assist any effort
to elect anyone to Tesoro's Board of Directors other than
nominees recommended by the board.
o Three new directors will be named to Tesoro's board,
increasing the number of directors to nine: One
director will be Sanford B. Prater, a partner of Ardsley
Advisory Partners, the company's largest shareholder;
Dr. Alan Kaufman, a Committee member, will be elected as
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a second director; and the third will be selected by the board's
Governance Committee but will have no prior connection to Tesoro,
the Committee or Ardsley.
"This consent solicitation has diverted management time and company
resources from our primary objective of increasing shareholder value," Tesoro
Chief Executive Officer Bruce Smith said. "Beginning last year, we have
initiated cost savings, redeployed assets, lowered debt, strengthened management
and improved corporate governance, all of which sets the stage for improved
value. This is a program that needs our full attention. We believe this
settlement represents a win-win solution for our shareholders since it adds
additional shareholder representation on our board and will include individuals
who will bring a different perspective to Tesoro. We welcome this change and are
pleased that we can once again bring our full resources to bear on improving
Tesoro's operations."
Kevin Flannery, president of Whelan Management Corp., said "We have seen
the implementation of many of the changes the Committee has sought and now
believe the management and board of Tesoro are headed in the right direction to
create shareholder value. We are pleased that members of the board now represent
ownership of approximately 20% of Tesoro's outstanding shares."
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Tesoro Petroleum Corporation is a natural resource company engaged in
natural gas exploration and production, petroleum refining and marketing, and
marine services.
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