As filed with the Securities and Exchange Commission on April 17, 1997
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TESORO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 95-0862768
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8700 TESORO DRIVE 78217-6218
SAN ANTONIO, TEXAS (Zip Code)
(Address of Principal Executive Offices)
TESORO PETROLEUM CORPORATION AMENDED AND RESTATED EXECUTIVE LONG-TERM
INCENTIVE PLAN
TESORO PETROLEUM CORPORATION 1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
SHARES ISSUABLE IN CONNECTION WITH PAYMENT OF DIRECTOR RETAINER
(Full title of the Plans)
BRUCE A. SMITH
CHAIRMAN OF THE BOARD OF DIRECTORS,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TESORO PETROLEUM CORPORATION
8700 TESORO DRIVE
SAN ANTONIO, TEXAS 78217-6218
(Name and address of agent for service)
(210) 828-8484
(Telephone number, including area code, of agent for service)
With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 224-5575
ATTENTION: PHILLIP M. RENFRO
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE<F5> PRICE<F5> REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock,
$.16-2/3 par value 1,400,000<F1><F2> $10.5625 $14,787,500 $4,482
Common Stock,
$.16-2/3 par value 150,000<F2><F3> $10.5625 $1,584,375 $481
Common Stock,
$.16-2/3 par value 100,000<F4> $10.5625 $1,056,250 $320
Total $17,428,125 $5,283
<FN>
F1 Shares registered under the Tesoro Petroleum Corporation Amended and Restated Executive Long-Term
Incentive Plan.
F2 There are also registered hereby such indeterminate number of shares of Common Stock as may become
issuable by reason of the anti-dilution provisions of the Tesoro Petroleum Corporation Amended and
Restated Executive Long-Term Incentive Plan and the Tesoro Petroleum Corporation 1995 Non-Employee
Director Stock Option Plan.
F3 Shares registered under the Tesoro Petroleum Corporation 1995 Non-Employee Director Stock Option
Plan.
F4 Shares registered for payment of annual retainer fee to certain directors of the Company.
<PAGE>
F5 Estimated solely for the purpose of calculating the registration fee in accordance with Rule
457(h), on the basis of the average of the high and low closing prices of the Common Stock as
reported on the New York Stock Exchange on April 14, 1997.
</TABLE>
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement covers 1,400,000 shares of Common Stock,
$.16-2/3 par value per share ("Common Stock"), of Tesoro Petroleum Corporation,
a Delaware corporation (the "Registrant" or the "Company"), being registered for
use under the Tesoro Petroleum Corporation Amended and Restated Executive
Long-Term Incentive Plan, 150,000 shares of Common Stock being registered for
use under the Tesoro Petroleum Corporation 1995 Non-Employee Director Stock
Option Plan and 100,000 shares of Common Stock being registered for distribution
to the directors of the Company as payment of a portion of the directors' annual
retainer fee.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by the Registrant with
the Securities and Exchange Commission (the "Commission") are hereby
incorporated by reference in this Registration Statement:
1. The Annual Report on Form 10-K of the Registrant for
the year ended December 31, 1996; and
2. The description of the Registrant's Common Stock set
forth under the caption "Description of Capital Stock" that is
included in the Registrant's Registration Statement on Form 8-A
dated April 21, 1969 (as amended by a Form 8 dated April 23,
1969).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), subsequent to the filing hereof and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
in this Registration Statement and to be a part hereof from the date
of filing such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Certain legal matters in connection with the securities offered
hereby are being passed upon for the Registrant by James C. Reed, Jr.,
Executive Vice President, General Counsel and Secretary of the
Company. Mr. Reed currently holds (i) 14,840 shares of Common Stock
free and clear of any restrictions (except with respect to resale
restrictions under Rule 144), (ii) 924 shares credited to his account
under the Tesoro Petroleum Corporation Thrift Plan, (iii) 75,000
shares of restricted Common Stock that are subject to forfeiture under
the Tesoro Petroleum Corporation Amended and Restated Executive
Long-Term Incentive Plan, and (iv) options to acquire 111,000 shares
of Common Stock, of which options for 19,400 shares are currently
exercisable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law empowers the
Registrant to, and the bylaws of the Registrant provide that it shall,
indemnify to the full extent authorized or permitted by the laws of
the State of Delaware any person who is made, or threatened to be
made, a party to an action, suit or proceeding (whether civil,
criminal, administrative or investigative) by reason of the fact that
he, his testator or intestate is or was a director, officer or
employee of the Registrant, respectively, or serves or served any
other enterprise at the request of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4.1 - Copy of the Tesoro Petroleum Corporation Amended and Restated
Executive Long-Term Incentive Plan as amended through June 6,
1996 (incorporated by reference herein to Exhibit 10.12 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-3473).
4.2 - Copy of the Tesoro Petroleum Corporation 1995 Non-Employee
Director Stock Option Plan.
4.3 - Board Resolution authorizing payment of the Director Retainer
in shares of Common Stock.
5.1 - Opinion of James C. Reed, Jr., General Counsel of the Company,
as to the legality of the securities being registered.
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<PAGE>
23.1 - Consent of James C. Reed, Jr., General Counsel of the Company
(included in Exhibit 5.1).
23.2 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney from the members of the Board of Directors
of the Company (contained on signature pages hereof).
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act, that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
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<PAGE>
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on April 17, 1997.
TESORO PETROLEUM CORPORATION
By:/s/ Bruce A. Smith
Bruce A. Smith
Chairman of the Board of Directors,
President and Chief Executive Officer
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<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints Bruce A. Smith and James C. Reed, Jr., or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same and all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting said attorney-in-fact and agent, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent or either of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
Director, Chairman of the Board of
Bruce A. Smith Directors, President and Chief , 1997
Executive Officer (Principal
Executive Officer)
Executive Vice President, , 1997
James C. Reed, Jr. General Counsel and Secretary
(Principal Financial Officer)
Vice President, Controller , 1997
Don E. Beere (Principal Accounting Officer)
/s/ Steven H. Grapstein Director and Vice Chairman of April 17, 1997
Steven H. Grapstein the Board of Directors
/s/ Robert J. Caverly Director April 17, 1997
Robert J. Caverly
/s/ William J. Johnson Director April 17, 1997
William J. Johnson
Director , 1997
Alan J. Kaufman
/s/ Raymond K. Mason, Sr. Director April 17, 1997
Raymond K. Mason, Sr.
-8-
<PAGE>
/s/ Patrick J. Ward Director April 17, 1997
Patrick J. Ward
/s/ Murray L. Weidenbaum Director April 17, 1997
Murray L. Weidenbaum
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Antonio, State of Texas, on April 17, 1997.
TESORO PETROLEUM CORPORATION
By:/s/ Bruce A. Smith
Bruce A. Smith
Chairman of the Board of Directors,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Bruce A. Smith Director, Chairman of the Board of
Bruce A. Smith Directors, President and Chief April 17, 1997
Executive Officer (Principal
Executive Officer)
/s/ James C. Reed, Jr. Executive Vice President, April 17, 1997
James C. Reed, Jr. General Counsel and Secretary
(Principal Financial Officer)
/s/ Don E. Beere Vice President, Controller April 17, 1997
Don E. Beere (Principal Accounting Officer)
/s/ Steven H. Grapstein* Director and Vice Chairman of April 17, 1997
Steven H. Grapstein the Board of Directors
/s/ Robert J. Caverly* Director April 17, 1997
Robert J. Caverly
/s/ William J. Johnson* Director April 17, 1997
William J. Johnson
Director , 1997
Alan J. Kaufman
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<PAGE>
/s/ Raymond K. Mason, Sr.* Director April 17, 1997
Raymond K. Mason, Sr.
/s/ Patrick J. Ward* Director April 17, 1997
Patrick J. Ward
/s/ Murray L. Weidenbaum* Director April 17, 1997
Murray L. Weidenbaum
* By /s/ Bruce A. Smith April 17, 1997
Bruce A. Smith
as attorney in fact
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INDEX TO EXHIBITS
Exhibit
Number
4.1 - Copy of the Tesoro Petroleum Corporation Amended and Restated
Executive Long-Term Incentive Plan as amended through June 6,
1996 (incorporated by reference herein to Exhibit 10.12 of the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-3473).
4.2 - Copy of the Tesoro Petroleum Corporation 1995 Non-Employee
Director Stock Option Plan.
4.3 - Board Resolution authorizing payment of the Director Retainer
in shares of Common Stock.
5.1 - Opinion of James C. Reed, Jr., General Counsel of the Company,
as to the legality of the securities being registered.
23.1 - Consent of James C. Reed, Jr., General Counsel of the Company
(included in Exhibit 5.1).
23.2 - Consent of Deloitte & Touche LLP.
24.1 - Powers of Attorney from the members of the Board of Directors
of the Company (contained on signature pages hereof).
EXHIBIT 4.2
TESORO PETROLEUM CORPORATION
1995 Non-Employee Director Stock Option Plan
1. PURPOSE. This 1995 Non-Employee Director Stock Option Plan (the "Plan") of
Tesoro Petroleum Corporation, a Delaware corporation (the "Company"), is
adopted, subject to stockholder approval to the extent required by
Paragraph 16 hereof, for the benefit of the directors of the Company who at
the time of their service are not employees of the Company or any of its
subsidiaries ("Non-Employee Directors"), and is intended to advance the
interests of the Company by providing the Non-Employee Director with
additional incentive to serve the Company by increasing their proprietary
interest in the success of the Company through the issuance by the Company
of non-qualified stock options. No incentive stock options will be granted
under the Plan.
2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"). For
the purposes of this Plan, a majority of the members of the Committee shall
constitute a quorum for the transaction of business, and the vote of a
majority of those members present at any meeting shall decide any question
brought before that meeting. In addition, the Committee may take any
action otherwise proper under the Plan by the affirmative vote, taken
without a meeting, of a majority of its members. No member of the
Committee shall be liable for any act or omission of any other member of
the Committee or for any act or omission on his own part, including but not
limited to the exercise of any power or discretion given to him under the
Plan, except those resulting from his own gross negligence or willful
misconduct. All question of interpretation and application of the Plan, or
as to non-qualified options granted hereunder (the "Options"), shall be
subject to the determination, which shall be final and binding, of a
majority of the whole Committee. Notwithstanding the above, the selection
of Non-Employee Directors to whom Options are to be granted, the number of
shares subject to any Option, the exercise price of any Option and the term
of any Option shall be as hereinafter provided and the Committee shall have
no discretion as to such matters.
3. OPTION SHARES. The stock subject to the Options and other provisions of
the Plan shall be shares of the Company's Common Stock, $.16-2/3 par value
(or such other par value as may be designated by act of the Company's
stockholders) (the "Common Stock"). In addition, for purposes of the Plan
and the Options, the term Common Stock shall also be deemed to include any
rights to purchase ("Rights") the Participating Preferred Stock, no par
value, of the Company that may then be trading with the Common Stock as
provided in the
<PAGE>
Page 2
Rights Agreement between the Company and Chemical Bank, N.A., relating to
the Rights. The total amount of the Common Stock with respect to which
Options may be granted shall not exceed in the aggregate 150,000 shares;
provided, that the class and aggregate number of shares which may be
subject to the options granted hereunder shall be subject to adjustment in
accordance with the provisions of Paragraph 12 hereof. Such shares may be
treasury shares or authorized but unissued shares.
In the event that any outstanding Option for any reason shall expire or
terminate by reason of the death of the optionee or the fact that the
optionee ceases to be a director, the surrender of any such Option, or any
other cause, the shares of Common Stock allocable to the unexercised
portion of such Option may again be subject to an Option under the Plan.
4. GRANT OF OPTIONS. Subject to the provisions of Paragraph 16 and the
availability under the Plan of a sufficient number of shares of Common
Stock that may be issuable upon the exercise of outstanding Options, there
shall be granted under the Plan to each Non-Employee Director as of
February 23, 1995, and any director elected after such date, an Option to
purchase 5,000 shares of Common Stock at a price per share of Common Stock
(the "Option Price") equal to the fair market value of the Common Stock (as
defined in Paragraph 7 hereof) as of the date of grant. In addition, each
Non-Employee Director, while this Plan is in effect and shares are
available for the grant of Options hereunder, shall be granted on the next
day after each annual meeting of the Company's stockholders but no later
than each June 1, if no annual meeting is held, an Option to purchase 1,000
shares of the Common Stock at an Option Price equal to the fair market
value of the Common Stock as of such date, provided that if such date is
not a date on which a closing price for the Common Stock is reported on the
New York Stock Exchange, then the Option Price shall be the fair market
value as of the first preceding date for which such a closing price is
reported.
5. DURATION OF OPTIONS. Each Option granted under the Plan shall be
exercisable for a term of ten years from the date of grant, subject to
earlier termination as provided in Paragraph 9 hereof.
6. AMOUNT EXERCISABLE. Each Option may be exercised in whole or in part at
any time commencing six months after the grant thereof.
7. EXERCISE OF OPTIONS. An optionee may exercise such optionee's Option by
delivering to the Company a written notice stating (i) that such optionee
wishes to exercise such Option on the date such notice is so delivered,
(ii) the number of shares of stock with respect to which such Option is to
be exercised and (iii) the address to which the certificate representing
such shares of stock
<PAGE>
Page 3
should be mailed. In order to be effective, such written notice shall be
accompanied by (i) payment of the Option Price of such shares of stock and
(ii) payment of an amount of money necessary to satisfy any withholding tax
liability that may result from the exercise of such Option. Each such
payment shall be made by cash or check made payable to the order of the
Company in U.S. dollars.
If, at the time of receipt by the Company of such written notice, (i) the
Company has unrestricted surplus in an amount not less than the Option
Price of such shares of stock, (ii) all accrued cumulative preferential
dividends and other current preferential dividends on all outstanding
shares of preferred stock of the Company have been fully paid, (iii) the
acquisition by the Company of its own shares of stock for the purpose of
enabling such optionee to exercise such Option is otherwise permitted by
applicable law and without any vote or consent of any stockholder of the
Company, and (iv) there shall have been adopted, and there shall be in full
force and effect, a resolution of the Board of Directors of the Company
authorizing the acquisition by the Company of its own shares of stock for
such purpose, then such optionee may deliver to the Company, in payment of
the Option Price of the shares of stock with respect to which such Option
is exercised, (x) certificates registered in the name of such optionee that
represent a number of shares of stock legally and beneficially owned by
such optionee (free of all liens, claims and encumbrances of every kind)
and having a fair market value on the date of receipt by the Company of
such written notice that is not greater than the Option Price of the shares
of stock with respect to which such Option is to be exercised, such
certificates to be accompanied by stock powers duly endorsed in blank by
the record holder of the shares of stock represented by such certificates,
with the signature of such record holder guaranteed by a national banking
association (or, in lieu of such certificates, other arrangements for the
transfer of such shares to the Company which are satisfactory to the
Company) and (y) if the Option Price of the shares of stock with respect to
which such Options are to be exercised exceeds such fair market value, a
cashier's check drawn on a national banking association and payable to the
order of the Company in an amount, in U.S. dollars, equal to the amount of
such excess plus the amount of money necessary to satisfy any withholding
tax liability that may result from the exercise of such Option.
Notwithstanding the provisions of the immediately preceding sentence, the
Committee, in its sole discretion, may refuse to accept shares of stock in
payment of the Option Price of the shares of stock with respect to which
such Option is to be exercised and, in that event, any certificates
representing shares of stock that were received by the Company with such
written notice shall be returned to such optionee, together with notice by
the Company to such optionee of the refusal of the Committee to accept such
shares of stock. The Company, at its option, upon the request of the
optionee, may retain shares of Common Stock which would otherwise be
<PAGE>
Page 4
issued upon exercise of an Option to satisfy any withholding tax liability
that may result from the exercise of such Option, which shares shall be
valued for such purpose at their then fair market value. If, at the
expiration of seven business days after the delivery to such optionee of
such written notice from the Company, such optionee shall not have
delivered to the Company a check payable to the order of the Company in an
amount, in U.S. dollars, equal to the Option Price of the shares of stock
with respect to which such Option is to be exercised, such written notice
from the optionee to the Company shall be ineffective to exercise such
Option.
As promptly as practicable after the receipt by the Company of (i) such
written notice from the optionee, (ii) payment, in the form required by the
foregoing provisions of this Paragraph 7, of the Option Price of the shares
of stock with respect to which such Option is to be exercised, and (iii)
payment, in the form required by the foregoing provisions of this Paragraph
7, of an amount necessary to satisfy any withholding tax liability that may
result from the exercise of such Option, a certificate representing the
number of shares of stock with respect to which such Option has been so
exercised, reduced, to the extent applicable by the number of shares
retained by the Company to pay any required withholding tax such
certificate to be registered in the name of such optionee, provided that
such delivery shall be considered to have been made when such certificate
shall have been mailed, postage prepaid, to such optionee at the address
specified for such purpose in such written notice from the optionee to the
Company.
For purposes of this Paragraph 7, the "fair market value" of a share of
stock as of any particular date shall mean the closing price of a share of
stock on that date as reported in the New York Stock Exchange Composite
Transactions Listing, provided that if no closing price for the stock was
so reported on that date or if, in the discretion of the Committee, another
means of determining the fair market value of a share of stock at such date
shall be necessary or advisable, the Committee may provide for another
means for determining such fair market value.
8. TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the
optionee otherwise than by will or under the laws of descent and
distribution, and shall be exercisable, during his lifetime, only by him.
9. TERMINATION. Except as may be otherwise expressly provided herein, each
Option, to the extent it shall not previously have been exercised, shall
terminate on the earlier of the following:
<PAGE>
Page 5
(a) On August 22, 1995, in the event that approval of the Plan by the
stockholders of the Company is required by Paragraph 16 hereof and
shall not have been obtained by such date;
(b) Except as may be otherwise expressly provided herein, all Options
shall terminate on the earlier of the date of the expiration of the
Option or the date that is three months after the optionee ceases to
be a member of the Company's Board of Directors, for any reason other
than the death, permanent disability, or retirement of the optionee,
during which period the optionee shall be entitled to exercise the
Option in respect of the number of shares that the optionee would have
been entitled to purchase had the optionee exercised the Option on the
date the optionee ceased to be a member of the Company's Board of
Directors.
In the event the optionee ceases to be a member of the Company's Board
of Directors because of his death, permanent disability or retirement
from the Board of Directors of the Company, before the date of
expiration of his Option, such Option shall continue fully in effect,
including provisions providing for subsequent vesting of such Option,
and shall terminate on the date of expiration of the Option
notwithstanding any provision to the contrary in the optionee's option
agreement. After the death of the optionee, his executors,
administrators or any person or persons to whom his Option may be
transferred by will or by the laws of descent and distribution, shall
have the right, at any time prior to the termination of the Option to
exercise the Option, in respect to the number of shares that the
optionee would have been entitled to exercise if he were still alive.
For purposes of this Paragraph 9, an optionee will be treated as
having retired from the Company's Board of Directors if the optionee
shall, at the time the optionee ceases to be a member of the Board of
Directors of the Company, have served for at least an aggregate of
three full years (excluding service while a full-time employee of the
Company).
(c) Ten years after the date of grant of such Option.
10. REQUIREMENTS OF LAW. The Company shall not be required to sell or issue any
shares under any Option if the issuance of such shares shall constitute a
violation by the optionee or the Company of any provisions of any law or
regulation of any governmental authority. Each Option granted under the
Plan shall be subject to the requirements that, if at any time the Board of
Directors of the Company or the Committee shall determine that the listing,
registration or qualification of the shares subject thereto upon any
securities exchange or under any state or federal law of the United States
or of any other country or
<PAGE>
Page 6
governmental subdivision thereof, or the consent or approval of any
governmental regulatory body, or investment or other representations, are
necessary or desirable in connection with the issue or purchase of shares
subject thereto, no such Option may be exercised in whole or in part unless
such listing, registration, qualification, consent, approval or
representation shall have been effected or obtained free of any conditions
not acceptable to the Board of Directors. If required at any time by the
Board of Directors or the Committee, an Option may not be exercised until
the optionee has delivered an investment letter to the Company. In
addition, specifically in connection with the Securities Act of 1933 (as
now in effect or hereafter amended), upon exercise of any Option, the
Company shall not be required to issue the underlying shares unless the
Committee has received evidence satisfactory to it to the effect that the
holder of such Option will not transfer such shares except pursuant to a
registration statement in effect under such Act or unless an opinion of
counsel satisfactory to the Company has been received by the Company to the
effect that such registration is not required. Any determination in this
connection by the Committee shall be final, binding and conclusive. In the
event the shares issuable on exercise of an Option are not registered under
the Securities Act of 1933, the Company may imprint on the certificate for
such shares the following legend or any other legend which counsel for the
Company considers necessary or advisable to comply with the Securities Act
of 1933.
"The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the
securities laws of any state and may not be sold or transferred
except upon such registration or upon receipt by the Corporation
of an opinion of counsel satisfactory, in form and substance to
the Corporation, that registration is not required for such sale
or transfer."
The Company may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended) and, in the event any shares are so
registered, the Company may remove any legend on certificates representing
such shares. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of an Option or the
issuance of shares pursuant thereto to comply with any law or regulation of
any governmental authority; provided however, that, if the Company shall
decide to register Common Stock, the Company will use reasonable efforts to
cause the Common Stock provided for in Paragraph 3 hereof to be so
registered.
11. NO RIGHTS AS STOCKHOLDER. No optionee shall have rights as a stockholder
with respect to shares covered by his Option until the date of issuance of
a stock certificate for such shares; and, except as otherwise provided in
Paragraph 16
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Page 7
hereof, no adjustment for dividends, or otherwise, shall be made if the
record date therefor is prior to the date of issuance of such certificate.
12. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of outstanding
Options shall not affect in any way the right or power of the Company or
its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of or affecting the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all
or any part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital adjustment of, or the payment of a dividend in capital stock
or other equity securities of the Company on, its Common Stock, or other
increase or reduction of the number of shares of the Common Stock
outstanding without receiving consideration therefor in money, services, or
property, or the reclassification of its Common Stock, in whole or in part,
into other equity securities of the Company, then (a) the number, class and
per share price of shares of stock subject to outstanding Options hereunder
shall be appropriately adjusted (or in the case of the issuance of other
equity securities as a dividend on, or in a reclassification of, the Common
Stock, the Options shall extend to such other securities) in such a manner
as to entitle an optionee to receive, upon exercise of an Option, for the
same aggregate cash compensation, the same total number and class or
classes of shares (or in the case of a dividend of, or reclassification
into, other equity securities, such other securities) he would have held
after such adjustment if he had exercised his Option in full immediately
prior to the event requiring the adjustment, or, if applicable, the record
date for determining shareholders to be affected by such adjustment; and
(b) the number and class of shares then reserved for issuance under the
Plan (or in the case of a dividend of, or reclassification into, other
equity securities, such other securities) shall be adjusted by substituting
for the total number and class of shares of stock then received, the number
and class or classes of shares of stock (or in the case of a dividend of,
or reclassification into, other equity securities, such other securities)
that would have been received by the owner of an equal number of
outstanding shares of Common Stock as the result of the event requiring the
adjustment. Comparable rights shall accrue to each optionee in the event
of successive subdivisions, consolidations, capital adjustment, dividends
or reclassifications of the character described above.
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Page 8
If the Company shall distribute to all holders of its shares of Common
Stock (including any such distribution made to non-dissenting shareholders
in connection with a consolidation or merger in which the Company is the
surviving corporation and in which holders of shares of Common Stock
continue to hold shares of Common Stock after such merger or consolidation)
evidences of indebtedness or cash or other assets (other than cash
dividends payable out of consolidated retained earnings not in excess of,
in any one year period the greater of (a) $1.00 per share of Common Stock
or (b) two times the aggregate amount of dividends per share paid during
the preceding calendar year and dividends or distributions payable in
shares of Common Stock or other equity securities of the Company described
in the immediately preceding paragraph), then in each case the Option Price
shall be adjusted by reducing the Option Price in effect immediately prior
to the record date for the determination of stockholders entitled to
receive such distribution by the fair market value, as determined in good
faith by the Board of Directors of the Company (whose determination shall
be of an Option) of the portion of the evidence of indebtedness or cash or
other assets so to be distributed applicable to one share of Common Stock;
provided that in no event shall the Option Price be less than the par value
of a share of Common Stock. Such adjustment shall be made whenever any
such distribution is made, and shall become effective on the date of the
distribution retroactive to the record date for the determination of the
stockholders entitled to receive such distribution. Comparable adjustments
shall be made in the event of successive distributions of the character
described above.
If the Company shall make a tender offer for, or grant to all of its
holders of its shares of Common Stock the right to require the Company or
any subsidiary of the Company to acquire from such stockholders shares, of
Common Stock at a price in excess of the Current Market Price (a "Put
Right") or the Company shall grant to all of its holders of its shares of
Common Stock the right to acquire shares of Common Stock for less than the
Current Market Price (a "Purchase Right") then, in the case of a Put Right,
the Option Price shall be adjusted by multiplying the Option Price in
effect immediately prior to the record date for the determination of
stockholders entitled to receive such Put Right by a fraction, the
numerator of which shall be the number of shares of Common Stock then
outstanding minus the number of shares of Common Stock which could be
purchased at the Current Market Price for the aggregate amount which would
be paid if all Put Rights are exercised and the denominator of which is the
number of shares of Common Stock which would be outstanding if all Put
Rights are exercised; and, in the case of a Purchase Right, the Option
Price shall be adjusted by multiplying the Option Price in effect
immediately prior to the record date for the determination of the
stockholders entitled to receive such Purchase Right by a fraction, the
numerator of which shall be the number of shares of Common Stock then
outstanding plus the number of shares of
<PAGE>
Page 9
Common Stock which could be purchased at the Current Market Price for the
aggregate amount which would be paid if all Purchase Rights are exercised
and the denominator of which is the number of shares of Common Stock which
would be outstanding if all Purchase Rights are exercised. In addition,
the number of shares subject to the Option shall be increased by
multiplying the number of shares then subject to the Option by a fraction
which is the inverse of the fraction used to adjust the Option Price.
Notwithstanding the foregoing if any such Put Rights or Purchase Rights
shall terminate without being exercised, the Option Price and number of
shares subject to Option shall be appropriately readjusted to reflect the
Option Price and number of shares subject to the Option which would have
been in effect if such unexercised Rights had never existed. Comparable
adjustments shall be made in the event of successive transactions of the
character described above.
After the merger of one or more corporations into the Company, after any
consolidation of the Company and one or more corporations, or after any
other corporate transaction described in Section 425(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), in which the Company shall
be the surviving corporation, each optionee, at no additional cost, shall
be entitled to receive, upon any exercise of his Option, in lieu of the
number of shares as to which the Option shall then be so exercised, the
number and class of shares of stock or other equity securities to which the
optionee would have been entitled pursuant to the terms of the agreement of
merger or consolidation if at the time of such merger or consolidation such
optionee had been a holder of a number of shares of Common Stock equal to
the number of shares as to which the Option shall then be so exercised and,
if as a result of such merger, consolidation or other transaction, the
holders of Common Stock are not entitled to receive any shares of Common
Stock pursuant to the terms thereof, each optionee, at no additional cost
shall be entitled to receive, upon exercise of his Option, such other
assets and property, including cash, to which he would have been entitled
if at the time of such merger, consolidation or other transaction he had
been the holder of the number of shares of Common Stock equal to the number
of shares as to which the Option shall then be so exercised. Comparable
rights shall accrue to each optionee in the event of successive mergers or
consolidations of the character described above.
After a merger of the Company into one or more corporations, after a
consolidation of the Company and one or more corporations, or after any
other corporate transaction described in Section 425(a) of the Code in
which the Company is not the surviving corporation, each optionee shall, at
no additional cost, be entitled at the option of the surviving corporation
(i) to have his then existing Option assumed or have a new option
substituted for the existing Option by the surviving corporation to the
transaction which is then employing him, or a parent or subsidiary of such
corporation, on a basis where the excess
<PAGE>
Page 10
of the aggregate fair market value of the shares subject to the option
immediately after the substitution or assumption over the aggregate Option
Price of such option is equal to the excess of the aggregate fair market
value of all shares subject to the option immediately before such
substitution or assumption over the aggregate Option Price of such shares,
provided that the shares subject to the new option must be traded on the
New York or American Stock Exchange or quoted on the National Association
of Securities Dealers Automated Quotation System, or (ii) to receive, upon
any exercise of his Option, in lieu of the number of shares as to which the
Option shall then be so exercised, the securities, property and other
assets, including cash, to which the optionee would have been entitled
pursuant to the terms of the agreement of merger or consolidation or the
agreement giving rise to the other corporate transaction if at the time of
such merger, consolidation or other transaction such optionee had been the
holder of the number of shares of Common Stock equal to the number of
shares as to which the Option shall then be so exercised.
If a corporate transaction described in Section 425(a) of the Code which
involves the Company is to take place and there is to be no surviving
corporation while an Option remains in whole or in part unexercised, it
shall be canceled by the Board of Directors as of the effective date of any
such corporate transaction but before that date each optionee shall be
provided with a notice of such cancellation and each optionee shall have
the right to exercise such Option in full (without regard to any
limitations set forth in or imposed pursuant to Paragraph 9 of this Plan)
to the extent it is then still unexercised during a 30-day period preceding
the effective date of such corporate transaction.
For purposes of this Paragraph 12, Current Market Price per share of Common
Stock shall mean the last reported price for the Common Stock in the New
York Stock Exchange Composite Transaction listing on the trading day
immediately preceding the first trading day on which, as a result of the
establishment of a record date or otherwise, the trading price reflects
that an acquiror of Common Stock in the public market will not participate
in or receive the payment of any applicable dividend or distribution.
Except as hereinbefore expressly provided, the issue by the Company of
shares of stock of any class, or securities convertible into shares of
stock of any class, for cash or property, or for labor or services either
upon direct sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the Company
convertible into such shares or other securities, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock then subject to outstanding Options.
<PAGE>
Page 11
13. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors may modify,
revise or terminate this Plan at any time and from time to time; provided,
however, that without the further approval of the holders of at least a
majority of the outstanding shares of voting stock, or if the provisions of
the corporate charter, by-laws or applicable state law prescribes a greater
degree of stockholder approval for this action, without the degree of
stockholder approval thus required, the Board of Directors may not (a)
change the aggregate number of shares which may be issued under Options
pursuant to the provisions of the Plan; (b) reduce the Option Price
permitted for the options; or (c) extend the term during which an option
may be exercised or the termination date of this Plan unless, in each such
case, the Board of Directors of the Company shall have obtained an opinion
of legal counsel to the effect that stockholder approval of the amendment
is not required (i) by law, (ii) by the rules and regulations of, or any
agreement with, the New York Stock Exchange or (iii) in order to make
available to the optionee with respect to any option granted under the
Plan, the benefits of Rule 16b-3 of the Rules and Regulations under the
Securities Exchange Act of 1934, or any similar or successor rule. In
addition, the terms of this Plan stating who may participate in the Plan,
the number of shares of stock subject to an option which may be granted to
any participant, the determination of the Option Price, the time for
vesting and the term of an Option may not be amended more often than once
every six months.
14. WRITTEN AGREEMENT. Each Option granted hereunder shall be embodied in a
written option agreement, which shall be subject to the terms and
conditions prescribed above, and shall be signed by the optionee and by the
appropriate officer of the Company for and in the name and on behalf of the
Company. Such an option agreement shall contain such other provisions as
the Committee in its discretion shall deem advisable.
15. INDEMNIFICATION OF COMMITTEE. The Company shall indemnify each present and
future member of the Committee against, and each member of the Committee
shall be entitled without further act on his part to indemnity from the
Company for, all expenses (including the amount of judgments and the amount
of approved settlements made with a view to the curtailment of costs of
litigation, other than amounts paid to the Company itself) reasonably
incurred by him in connection with or arising out of any action, suit or
proceeding in which he may be involved by reason of his being or having
been a member of the Committee, whether or not he continues to be such
member of the Committee at the time of incurring such expenses; provided,
however, that such indemnity shall not include any expenses incurred by any
such member of the Committee (a) in respect of matters as to which he shall
be finally adjudged in any such action, suit or proceeding to have been
guilty of gross negligence or willful misconduct in the performance of his
duty as such member of the Committee, or (b) in respect of any matter in
which any settlement is effected, to an amount in
<PAGE>
Page 12
excess of the amount approved by the Company on the advice of its legal
counsel; and provided further, that no right of indemnification under the
provisions set forth herein shall be available to or enforceable by any
such member of the Committee unless, within 60 days after institution of
any such action, suit or proceeding, he shall have offered the Company, in
writing, the opportunity to handle and defend same at its own expense. The
foregoing right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each such member of the Committee and shall
be in addition to all other rights to which such member of the Committee
may be entitled to as a matter of law, contract, or otherwise. Nothing in
this Section 15, shall be construed to limit or otherwise affect any right
to indemnification, or payment of expense, or any provisions limiting the
liability of any officer or director of the Company or any member of the
Committee, provided by law, the Certificate of Incorporation of the Company
or otherwise.
16. EFFECTIVE DATE OF PLAN. The Plan shall become effective and shall be
deemed to have been adopted on February 23, 1995, if within one year of
that date either (i) it shall have been approved by the holders of at least
a majority of the outstanding shares of voting stock of the Company or if
the provisions of the corporate charter, by-laws or applicable state law
prescribes a greater degree of stockholder approval for this action, the
approval by the holders of that percentage, at a meeting of stockholders or
(ii) the Committee shall have received an opinion of legal counsel to the
effect that such approval is not required (a) by law, (b) by the rules and
regulations of, or any agreement with, the New York Stock Exchange or (c)
in order to make available to the optionee with respect to the Option the
benefits of Rule 16b-3 of the Rules and Regulations under the Securities
Exchange Act of 1934. No Option shall be granted pursuant to the Plan
after February 23, 2005.
EXHIBIT 4.3
BOARD RESOLUTIONS
Payment of Director Retainer in Shares of Common Stock
RESOLVED, that one-half of the director's annual retainer be paid in Common
Stock of the Company on an annual basis by the Company issuing to each
director within 30 days after the annual meeting of shareholders of
the Company (commencing with the annual meeting held in 1997) at which
the person is elected as a director a number of shares, rounded up to
the nearest whole share, equal to one half of the annual retainer in
effect on the date of such meeting divided by the average of the
closing prices for the Common Stock, as reported on the New York Stock
Exchange composite transaction tape, for the ten trading days prior to
such annual meeting of shareholders;
FURTHER RESOLVED, that any person elected to be a director between annual
meetings of shareholders, shall be issued shares of Common Stock based
on the terms of the foregoing resolution except that the number of
shares to be issued shall equal (rounded up to the nearest whole
share) the number of shares which would have been issued had the
person been elected at the immediately preceding annual meeting times
a fraction, the numerator of which shall be 365 minus the number of
days since the last annual meeting and denominator of which shall be
365;
FURTHER RESOLVED, that the shares of Common Stock issued to the directors in
accordance with the foregoing resolutions shall be held by the Company
and may not be sold, pledged or otherwise disposed of by the director
and shall not be delivered by the Company to the director until the
earliest of (i) the first anniversary date of the annual meeting of
shareholders which immediately preceded the issuance of such shares or
(ii) the next succeeding annual meeting of shareholders or (iii) the
date on which the person ceases to be a director; provided that, in
the case of clause (iii), if the person ceases to be a director
otherwise than on account of death or disability, the number of shares
of Common Stock to be delivered by the Company to the person shall be
reduced by a fraction thereof which shall have a numerator equal to
the number of days from the date of termination as a director to the
first anniversary date of the immediately preceding annual meeting and
a denominator equal to 365 and the shares not delivered to the
director as a result of such reduction shall be returned to the
Company;
FURTHER RESOLVED, that the director in whose name the shares of Common Stock are
issued in accordance with the foregoing resolutions shall have full
voting rights
<PAGE>
with respect thereto from and after their date of issue and all
dividends thereon and other distributions with respect thereto which
are paid or made while such shares are being held by the Company shall
be retained in a separate account by the Company for the benefit of
the director and shall be paid or delivered over to the director at
the same time the shares of Common Stock with respect to which such
dividends were paid or such distributions were made are delivered to
the director, and dividends or other distributions with respect to
shares of Common Stock which are forfeited to the Company shall be
returned to the Company for its own account;
FURTHER RESOLVED, that the certificates evidencing the shares of Common Stock
issued pursuant to these resolutions shall contain a legend to the
effect that the shares evidenced thereby have been issued pursuant to
these resolutions and are subject to all of the restrictions and
provisions set forth herein, provided that such legend shall be
removed and new certificates shall be issued at the time the shares
are delivered to the director as provided in these resolutions;
FURTHER RESOLVED, that there are hereby reserved for issuance for payment of
annual retainers pursuant to these resolutions 100,000 shares of the
Company's Common Stock;
FURTHER RESOLVED, that upon issuance of shares Common Stock in payment for part
of a director's annual retainer, such shares shall be deemed to be
issued for services rendered to the Company at least equal to such
share's par value and shall be considered fully paid and
nonassessable;
FURTHER RESOLVED, that the appropriate officers of the Company are hereby
authorized to prepare, or cause to be prepared, a registration
statement or registration statements (the "Registration Statement") on
Form S-8, with such amendments thereto as may be necessary, for the
registration under the Securities Act of 1933 of the shares of Common
Stock to be issued in payment of a part of a director's annual
retainer pursuant to these resolutions, to execute the Registration
Statement and to cause it to be filed with the Securities and Exchange
Commission;
FURTHER RESOLVED, that the Company's Corporate Secretary, whose address is 8700
Tesoro Drive, San Antonio, Texas 78217, is hereby designated as the
Company's agent for service of process, authorized to receive
communications and notices from the Securities and Exchange Commission
with respect to the Registration Statement and to exercise all powers
conferred upon such agent by the rules and regulations of the
Securities and Exchange Commission under the Securities Act of 1933;
FURTHER RESOLVED, that the President and any Vice President, and each of them,
is authorized and directed from time to time to prepare and execute,
in the name
2
<PAGE>
and on behalf of the Company, and to file or cause to be filed on
behalf of the Company with the Securities and Exchange Commission any
and all amendments to the Registration Statement and other documents
relating thereto or required by law or regulation in connection
therewith, and to take any and all other action as such officers or
any of them may consider necessary or advisable to effect the
registration under the Securities Act of 1933 of the Common Stock to
be issued in payment of a part of a director's annual retainer
pursuant to these resolutions;
FURTHER RESOLVED, that each officer and director who may be required to sign and
execute the Registration Statement or any amendment thereto or any
document required in connection therewith or required by the sale of
the Common Stock covered thereby (whether on behalf of the Company as
an officer or director of the Company or otherwise) is hereby
authorized to execute a Power of Attorney authorizing James C. Reed,
Jr., his true and lawful attorney to sign in his name, place and stead
in any such capacity the Registration Statement and any and all
amendments to the Registration Statement and documents in connection
therewith, and that such attorney is hereby authorized to sign the
Registration Statement and any and all amendments and all other
documents in the name, place and stead of each such officer and
director who shall have executed such power of attorney (whether
acting on behalf of the Company, as an officer or director of the
Company or otherwise);
FURTHER RESOLVED, that it is desirable and in the best interest of the Company
that the Common Stock that may be issued in payment of a part of a
director's annual retainer pursuant to these resolutions be qualified
or registered in various states; that the President, any Vice
President and the Secretary or any Assistant Secretary of the Company,
and each of them, are hereby authorized to determine the states in
which appropriate action shall be taken to qualify or register all or
part of such shares as such officer or officers may deem advisable;
that each of such officers is hereby authorized to perform on behalf
of the Company any and all such acts as he shall deem necessary or
advisable in order to comply with the applicable laws of any such
state, and in connection therewith to execute and file all requisite
papers and documents, including, but not limited to, applications,
reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process; and that the execution by any such
officer of any such paper or document or the doing by him of any act
in connection with the foregoing matters shall conclusively establish
his authority and ratification by the Company of the papers and
documents so executed and the actions so taken;
FURTHER RESOLVED, that the President, any Vice President, the Secretary and any
Assistant Secretary of the Company be, and each of them hereby is,
authorized, in the name and on behalf of the Company, to make
application to the New York Stock Exchange for the listing thereon,
upon official notice of issuance, of all of such shares, and that the
President, any Vice President, the Secretary or any Assistant
3
<PAGE>
Secretary of the Company be, and each of them hereby is, authorized to
execute and deliver such documents and agreements for listing and to
appear, if requested, before officials of such exchange; and
FURTHER RESOLVED, that in addition to and without limiting the foregoing, the
authorized officers of the Company, and each of them, are hereby
authorized and directed to take, or cause to be taken, such further
action and to execute and deliver, or cause to be executed and
delivered, in the name and on behalf of the Company, all such further
instruments and documents as any proper officer, with the advice of
counsel, may deem to be necessary or advisable in order to effect the
purpose and intent of the foregoing resolutions and to be in the
interests of the Company (as conclusively evidenced by the taking of
such action or the execution and delivery of such instruments, as the
case may be, by or under the direction of any authorized officer), and
all action heretofore taken by the officers of the Company in
connection with the subject of the foregoing resolutions be and it
hereby is approved, ratified and confirmed in all respects.
4
EXHIBIT 5.1
[Opinion of James C. Reed, Jr., General Counsel of the Company, as to the
legality of the securities being registered.]
April 17, 1997
Tesoro Petroleum Corporation
8700 Tesoro Drive
San Antonio, Texas 78217
Gentlemen:
As General Counsel and Secretary of Tesoro Petroleum Corporation, a
Delaware corporation (the "Company"), I am familiar with the registration under
the Securities Act of 1933, as amended, of 1,400,000 shares of the Company's
common stock, $.16-2/3 par value ("Common Stock"), to be offered upon the terms
and subject to the conditions set forth in the Tesoro Petroleum Corporation
Amended and Restated Executive Long-Term Incentive Plan, 150,000 shares of the
Company's Common Stock to be offered upon the terms and subject to the
conditions set forth in the Tesoro Petroleum Corporation 1995 Non-Employee
Director Stock Option Plan and 100,000 shares of Common Stock being registered
for distribution to the directors of the Company as payment of a portion of the
directors' annual retainer fee (collectively, the "Shares," and the foregoing
plans are referred to herein as the "Plans").
In connection therewith, I have examined the Amended and Restated
Certificate of Incorporation of the Company, as amended, the Bylaws of the
Company, the Plans, records of relevant corporate proceedings with respect to
the offering of the Shares and such other documents and instruments as I have
deemed necessary or appropriate for the expression of the opinion contained
herein. I have also reviewed the Company's Registration Statement on Form S-8
to be filed with the Securities and Exchange Commission with respect to the
Shares (the "Registration Statement").
I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me and the correctness of all
statements of fact contained therein.
Based on the foregoing and having regard for such legal considerations as I
have deemed relevant, I am of the opinion that the Shares have been duly
authorized and, when issued in accordance with the terms of the Plans, will be
validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ James C. Reed, Jr.
James C. Reed, Jr.
General Counsel
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
Board of Directors and Stockholders
Tesoro Petroleum Corporation
We consent to the incorporation by reference in this Registration Statement of
Tesoro Petroleum Corporation on Form S-8 of our report dated January 23, 1997,
appearing in the Annual Report on Form 10-K of Tesoro Petroleum Corporation for
the year ended December 31, 1996.
DELOITTE & TOUCHE LLP
San Antonio, Texas
April 17, 1997
