<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
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
-------------
(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
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
The Stockholders' Committee for New Management of
Tesoro Petroleum Corporation
- ---------------------------------------------------------------------------
(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:
<PAGE>
THE STOCKHOLDERS' COMMITTEE FOR
NEW MANAGEMENT OF TESORO PETROLEUM CORPORATION
PRESS RELEASE
FOR IMMEDIATE RELEASE
---------------------
Contact: Whelan Management Corp. (203) 435-5020
STOCKHOLDERS' COMMITTEE FOR NEW MANAGEMENT OF TESORO
PETROLEUM CORPORATION MAILS SECOND LETTER TO STOCKHOLDERS
Lakeville, Connecticut, March 13, 1996 ... The
Stockholders' Committee for New Management of Tesoro Petroleum
Corporation (the "Committee") today announced that it has mailed to
all stockholders of record as of February 24, 1996, its second letter
in connection with the Committee's consent solicitation to remove all
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.
A complete copy of the letter being mailed to Tesoro
stockholders is attached hereto.
======================================================================
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
------------------------------
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.
=====================================================================
NYFS07...:\56\73756\0003\2401\PRS3126R.55A
<PAGE>
THE STOCKHOLDERS' COMMITTEE FOR NEW MANAGEMENT OF
TESORO PETROLEUM CORPORATION
C/O WHELAN MANAGEMENT CORP.
8 HOLLEY STREET
LAKEVILLE, CT 06039
March 12, 1996
TIME FOR A CHANGE
HELP STOP THE EROSION OF STOCKHOLDER VALUE
Dear Fellow Tesoro Petroleum Stockholder:
We, the Stockholders' Committee for New Management of Tesoro Petroleum
Corporation (the 'Committee'), are writing to you concerning a matter of mutual
concern--the declining value of our common investment in Tesoro Petroleum
Corporation--and to seek your assistance in redressing this situation. As
described in our Consent Solicitation Statement that you should have received
recently, we are seeking your consent to remove all present members of the
Board, and to elect George F. Baker, Gale L. Galloway, Alan J. Kaufman, M.D.,
James H. Stone and Douglas B. Thompson as directors of the Company
(collectively, the 'Committee Nominees').
ALL OF TESORO'S STOCKHOLDERS HAVE BEEN WITNESS TO WHAT WE CLEARLY BELIEVE
IS A FAILURE OF THE CURRENT BOARD AND MANAGEMENT TO PRODUCE SATISFACTORY RETURNS
OVER THE LAST TWO YEARS. WE BELIEVE THEY HAVE FORFEITED THE RIGHT TO YOUR
SUPPORT.
In our opinion, now is the time to replace the current Board of Directors
of Tesoro before further damage is done to the value of our respective
investments.
WHAT HAS HAPPENED TO THE VALUE OF OUR STOCK?
The consent revocation materials distributed by the Board (the 'Board's
Materials') fail 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 1/4 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: MANAGEMENT AND DIRECTOR ENRICHMENT
Your current directors have awarded management significant bonuses despite
a decline in stockholder value and have dramatically increased their own
compensation. First, in 1995, even though the price of Tesoro's Common Stock
fell over 6% from $9 1/4 to $8 5/8, the chief executive officer and the four
other most highly paid executives received $844,750 in discretionary bonuses in
addition to their annual salaries, increasing their 1995 cash compensation by
over 70% of their annual salaries. Is that any way to incentivize management or
to align their interests with those of Tesoro's stockholders? Second, with
respect to director compensation, in December of 1994, the Board adopted
retirement benefits for non-employee directors. The Board's Materials disclose
that four such directors in office in 1994 have taken or shortly will take
advantage of these benefits. Although the non-employee director retirement plan
provides that its purpose is to assist Tesoro in 'obtaining and retaining
qualified persons to act as directors,' in fact, we believe the plan has
prompted what will amount to a boardroom exodus. Third, 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 'consulting' agreement and the immediate vesting of
restricted stock and stock options which were immediately sold and/or exercised
and sold by Mr. Burke. Was all $4.25 million necessary to have Mr. Burke leave
his chief executive position and step down from the Board? THUS, IN THE RECENT
PAST, KEY MEMBERS OF MANAGEMENT AND CERTAIN DIRECTORS HAVE BENEFITTED, WHILE
STOCKHOLDER VALUE HAS SUFFERED.
THE REFINING AND MARKETING BUSINESS
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 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
cyclical turnaround in the refining industry anticipated by analysts and
industry experts.
<PAGE>
BAD LUCK OR BAD JUDGMENT?
In September of 1995, during a two-year trough in natural gas prices, the
Board authorized the sale to Coastal Corp. of Tesoro's working interests in the
C, D and E units of the Bob West Field, as well as Tesoro's overriding royalty
interest in the F unit, for $74 million. The interests sold represented the
production from 14 wells and all reserves in the C, D and E units of the Bob
West Field. Following the acquisition, Coastal estimated that only about half of
the area involved in the acquisition had been developed and that they could
potentially drill up to 17 additional wells. In fact, as of March 4, 1996,
Coastal announced that they had successfully drilled two new wells and were
commencing the completion of a third with favorable indications. WAS THE SALE OF
CERTAIN OF TESORO'S INTERESTS IN THE BOB WEST FIELD TO COASTAL A SENSIBLE
DIVESTITURE OR A SALE OF PART OF A TESORO CROWN JEWEL?
THE TIME FOR CHANGE IS NOW, AND IT MUST BEGIN AT THE TOP
This is a critical time for Tesoro. The time for change is NOW, and it must
begin at the top! In our opinion, the current Board is the problem, not the
solution. The Committee recommends that you 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 Committee Nominees are committed to
maximizing stockholder value.
YOUR CONSENT IS VITAL
Your consent is important. No matter how many or how few shares you own,
please help us to improve stockholder value by completing, signing, dating and
mailing the enclosed WHITE Consent Card promptly.
YOU ARE URGED TO CONSENT TO THE REMOVAL OF THE BOARD AND THE ELECTION OF
THE COMMITTEE NOMINEES BY MARKING, SIGNING, DATING AND RETURNING PROMPTLY THE
ENCLOSED WHITE CONSENT CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED. FAILURE TO
EXECUTE A CONSENT WILL HAVE THE SAME EFFECT AS WITHHOLDING A CONSENT.
THE COMMITTEE URGES YOU NOT TO SIGN ANY GREEN REVOCATION OF CONSENT CARDS
SENT TO YOU BY THE COMPANY. IF YOU HAVE PREVIOUSLY SIGNED A GREEN REVOCATION OF
CONSENT CARD, YOU HAVE EVERY RIGHT TO CHANGE YOUR MIND AND MAY DO SO BY MARKING,
SIGNING, DATING AND RETURNING A LATER-DATED WHITE CONSENT CARD.
If your shares of Common Stock are held in the name of a brokerage firm,
bank nominee or other institution, only it can execute a Consent Card with
respect to your shares. Accordingly, please contact the person responsible for
your account and give instructions for a WHITE Consent Card to be signed
representing your shares. The Committee requests that you confirm your
instructions to the person responsible for your account in writing and provide a
copy of such instructions to the Committee c/o Morrow & Co., Inc., 909 Third
Avenue, New York, New York 10022 so that the Committee will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
If you have any questions about completing or signing the Consent Card or
require assistance, including assistance in assuring that any of your shares
held by brokers or other nominees are voted, please call our proxy solicitor,
Morrow & Co., Inc., at (800) 634-4458.
Very truly yours,
/s/ Kevin S. Flannery
Kevin S. Flannery, on behalf of
The Stockholders' Committee for
New Management of Tesoro Petroleum
Corporation
2
