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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
[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):
[_] $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 RESPONDS TO CLAIMS MADE BY TESORO'S BOARD
Lakeville, Connecticut, March 22, 1996 ... The
Stockholders' Committee for New Management of Tesoro Petroleum
Corporation (the "Committee") today responded to claims made by the
Board of Tesoro Petroleum Corporation ("Tesoro").
THIS FIGHT IS ABOUT THE PRICE OF TESORO STOCK
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The price of Tesoro's Common Stock is down from a high of
$12-3/8 per share on March 14, 1994, to $8 3/8 per share yesterday,
having traded as low as $8 per share last week. Petroleum Research
Group, Inc. ("PRG"), an independent research firm, publishes peer
group market performance analyses of companies in the oil and gas
industry. Based on a peer group of 142 oil and gas companies and
changes in their respective stock prices and payments of dividends, if
any, PRG ranked Tesoro 115th (IN THE BOTTOM 20TH PERCENTILE) based on
Tesoro's negative 6.8% return to stockholders in 1995. Meanwhile, PRG
reported that, in 1995, the oil and gas industry averaged a 27.4%
return to stockholders, while the Dow Jones Industrial Average and the
S&P 500 index were both UP in excess of 35% (including dividends).
Through March 19, 1996, based on a peer group of 141 oil and gas
companies, PRG ranked Tesoro 108th (IN THE BOTTOM 25TH PERCENTILE)
based on its 4.3% decline in stock price, while the peer group
averaged a 2% stock price appreciation, the Dow Jones Industrial
Average was up 10.8% and the S&P 500 index was UP 5.8%. (1)
WHAT THIS FIGHT IS NOT ABOUT
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Tesoro management and its Board would have you believe that
the price of Tesoro stock has underperformed during their "watch" due
somehow to alleged "interference" by Kevin Flannery, a member of the
Committee, in negotiations between Tesoro and Tennessee Gas to settle
pending litigation. WHAT TESORO FAILS TO TELL YOU IS THAT MR.
FLANNERY TOLD TESORO'S THEN-CEO MIKE BURKE AND THEN-EXECUTIVE
COMMITTEE CHAIRMAN STEVEN GRAPSTEIN ABOUT HIS EFFORTS IN 1995 TO BRING
ABOUT AN ACQUISITION OF TESORO BY TENNESSEE GAS OR ITS PARENT TENNECO
INC.
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(1) The Committee does not have the consent of the Petroleum
Research Group, Inc. to use the information contained herein
derived from "PRG's 1995 Year-End Review: Peer Group Performance
& Company Rankings," Values in Petroleum Monthly (Jan. 12, 1996)
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and its peer group rankings dated March 19, 1996.
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Tesoro management and its Board would also have you believe
that this battle for the destiny of our company is about a "fee" or
"commission" for Mr. Flannery from Tesoro for some kind of transaction
involving Tesoro or its assets. IT ISN'T - IT'S ABOUT THE PRICE OF
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TESORO'S COMMON STOCK. LET'S SET THE RECORD STRAIGHT: MR. FLANNERY
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HAS NO ARRANGEMENT OR UNDERSTANDING REGARDING A FEE, COMMISSION OR
OTHER COMPENSATION FROM TESORO OR ANYONE ELSE FOR ANY TRANSACTION
INVOLVING TESORO'S ASSETS OR STOCK.
THE COMMITTEE HOPES STOCKHOLDERS WILL FOCUS ON THEIR RETURN ON
INVESTMENT IN TESORO'S COMMON STOCK AND NOT BE DIVERTED BY THE "SMOKE"
AND CONTINUED PROMISES FROM TESORO MANAGEMENT.
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The Committee's Consent Solicitation
------------------------------------
The Committee is conducting a consent solicitation to
remove all 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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