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As filed with the Securities and Exchange Commission on June 12, 2000
REGISTRATION NO. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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.)
300 CONCORD PLAZA DRIVE 78216-6999
SAN ANTONIO, TEXAS (Zip Code)
(Address of Principal Executive Offices)
TESORO PETROLEUM CORPORATION AMENDED AND RESTATED EXECUTIVE LONG-TERM
INCENTIVE PLAN
TESORO PETROLEUM CORPORATION KEY EMPLOYEE STOCK OPTION PLAN
(Full title of the Plans)
BRUCE A. SMITH
CHAIRMAN OF THE BOARD OF DIRECTORS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
TESORO PETROLEUM CORPORATION
300 CONCORD PLAZA DRIVE
SAN ANTONIO, TEXAS 78216-6999
(Name and address of agent for service)
(210) 828-8484
(Telephone number, including area code, of agent for service)
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With Copy to:
FULBRIGHT & JAWORSKI L.L.P.
300 CONVENT, SUITE 2200
SAN ANTONIO, TEXAS 78205
(210) 224-5575
ATTENTION: Phillip M. Renfro
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED BE REGISTERED PRICE PER SHARE(3) PRICE(3) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock,
$.16 2/3 par value 2,800,000 (1)(2) $9.875 $27,650,000 $7,299.60
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Total 2,800,000 -- $27,650,000 $7,299.60
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</TABLE>
(1) The securities to be registered include an additional 2,600,000 shares
reserved for issuance under the Tesoro Petroleum Corporation Amended
and Restated Executive Long-Term Incentive Plan and 200,000 shares
reserved for issuance under the Tesoro Petroleum Corporation Key
Employee Stock Option Plan.
(2) There are also registered hereby such indeterminate number of shares of
Common Stock as may become issuable by reason of anti-dilution
provisions of the Tesoro Petroleum Corporation Amended and Restated
Executive Long-Term Incentive Plan and the Tesoro Petroleum Corporation
Key Employee Stock Option Plan.
(3) 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 June 7, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Tesoro Petroleum Corporation, a Delaware corporation (the "Registrant"
or the "Company"), hereby incorporates by reference into this Registration
Statement the contents of its Registration Statement No. 333-25379 on Form S-8
relating to the Registrant's Amended and Restated Executive Long-Term Incentive
Plan. In addition, the following documents are hereby incorporated by reference
in this Registration Statement:
1. The Annual Report on Form 10-K of the Company for the year ended
December 31, 1999 filed March 29, 2000;
2. The Current Reports on Form 8-K of the Company filed January 3, 2000
and January 13, 2000;
3. The Quarterly Report on Form 10-Q of the Company for the quarter
ended March 31, 2000 filed May 15, 2000; and
4. The description of the Registrant's Common Stock, $.16 2/3 par
value, set forth under the caption "Description of Common Stock" in the
Prospectus that is included in the Registrant's Registration Statement on Form
S-3 dated May 4, 1998 (Registration No. 333-51789), as amended, filed by the
Registrant with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act").
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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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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 - Restated Certificate of Incorporation of the Company
(incorporated by reference herein to Exhibit 3 to the
Company's Annual Report on Form 10- K for the fiscal year
ended December 31, 1993, File No. 1-3473)
4.2 - By-Laws of the Company, as amended through June 6, 1996
(incorporated by reference herein to Exhibit 3.2 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, File No. 1-3473)
4.3 - Amendment to Restated Certificate of Incorporation of the
Company adding a new Article IX limiting Directors' Liability
(incorporated by reference herein to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473)
4.4 - Certificate of Designation Establishing a Series of $2.20
Cumulative Convertible Preferred Stock, dated as of January
26, 1983 (incorporated by reference herein to Exhibit 3(c) to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993, File No. 1-3473)
4.5 - Certificate of Designation Establishing a Series A
Participating Preferred Stock, dated as of December 16, 1985
(incorporated by reference herein to
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Exhibit 3(d) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-3473)
4.6 - Certificate of Amendment, dated as of February 9, 1994, to
Restated Certificate of Incorporation of the Company amending
Article IV, Article V, Article VII and Article VIII
(incorporated by reference herein to Exhibit 3(e) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473)
4.7 - Certificate of Amendment, dated as of August 3, 1998, to
Certificate of Incorporation of the Company, amending Article
IV, increasing the number of authorized shares of Common Stock
from 50,000,000 to 100,000,000 (incorporated by reference
herein to Exhibit 3.1 to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1998, File No.
1-3473)
4.8 - Certificate of Designation of 7.25% Mandatorily Convertible
Preferred Stock (incorporated by reference herein to Exhibit
4.1 to the Company's Current Report on Form 8-K filed on July
1, 1998, File No. 1-3473)
4.9 - Form of Coastwide Energy Services, Inc. 8% Convertible
Subordinated Debenture (incorporated by reference herein to
Exhibit 4.3 to Post-Effective Amendment No. 1 to Registration
No. 333-00229)
4.10 - Debenture Assumption and Conversion Agreement dated as of
February 20, 1996, between the Company, Coastwide Energy
Services, Inc. and CNRG Acquisition Corp. (incorporated by
reference herein to Exhibit 4.4 to Post-Effective Amendment
No. 1 to Registration No. 333-00229)
4.11 - Form of Cancellation/Substitution Agreement by and between
the Company, Coastwide Energy Services, Inc. and Optionee
(incorporated by reference herein to Exhibit 4.6 to
Post-Effective Amendment No. 1 to Registration No. 333-00229)
4.12 - Indenture, dated as of July 2, 1998, between the Company and
U.S. Bank Trust National Association, as Trustee (incorporated
by reference herein to Exhibit 4.4 to Registration Statement
No. 333-59871)
4.13 - Form of 9% Senior Subordinated Notes due 2008 and 9% Senior
Subordinated Notes due 2008, Series B (filed as part of
Exhibit 4.12 hereof) (incorporated by reference herein to
Exhibit 4.5 to Registration Statement No. 333-59871)
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4.14 - Third Amended and Restated Credit Agreement (the "Senior
Credit Facility"), dated as of July 2, 1998, among the
Company, the Lenders parties thereto, Lehman Brothers Inc., as
Arranger, Lehman Commercial Paper Inc., as Syndication Agent,
the First National Bank of Chicago, as Co-Administrative Agent
and as General Administrative Agent, Paribas, as
Co-Administrative Agent and as Collateral Agent and The Bank
of Nova Scotia, as Documentation Agent (incorporated by
reference herein to Exhibit 4.6 to Registration Statement No.
333-59871)
4.15 - Consent and Confirmation, dated as of July 2, 1998, with
respect to the Senior Credit Facility, dated as of July 2,
1998 (incorporated by reference herein to Exhibit 4.7 to
Registration Statement No. 333-59871)
4.16 - Deposit Agreement among the Company, The Bank of New York
and the holders from time to time of depository receipts
executed and delivered thereunder (incorporated by reference
to Exhibit 4.2 to the Company's Current Report on Form 8-K
filed on July 1, 1998, File No. 1-3473)
4.17 - Form of depository receipt evidencing ownership of Premium
Income Equity Securities (filed as a part of Exhibit 4.16
hereof) (incorporated by reference herein to Exhibit 4.9 to
Registration Statement No. 333-59871)
4.18 - Amended and Restated First Amendment and Consent, dated as
of November 10, 1999, to the Senior Credit Facility
(incorporated by reference herein to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed January 3, 2000,
File No. 1-3473)
4.19 - Second Amendment, dated as of February 22, 2000, to the
Senior Credit Facility (incorporated by reference herein to
Exhibit 4.9 to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1999, File No. 1-3473)
5.1* - Opinion of Fulbright & Jaworski L.L.P. as to the legality of
the securities being registered
23.1* - Consent of Fulbright & Jaworski L.L.P. (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)
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99.1* - The Company's Amended and Restated Executive Long-Term
Incentive Plan, as amended through May 25, 2000
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* Filed herewith
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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;
(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, 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.
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
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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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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 June 12, 2000.
TESORO PETROLEUM CORPORATION
By: /s/ Bruce A. Smith
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Bruce A. Smith
Chairman of the Board of Directors,
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints James C. Reed, Jr. and Bruce A. Smith, 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ BRUCE A. SMITH Chairman of the Board of Directors and June 12, 2000
------------------------------------------------ Director, President and Chief Executive
Bruce A. Smith Officer (Principal Executive Officer)
/s/ GREGORY A. WRIGHT Senior Vice President, Financial Resources June 12, 2000
------------------------------------------------ (Principal Financial Officer)
Gregory A. Wright
/s/ DON M. HEEP Senior Vice President, Controller (Principal June 12, 2000
------------------------------------------------ Accounting Officer)
Don M. Heep
/s/ STEVEN H. GRAPSTEIN Vice Chairman of the Board of Directors June 12, 2000
------------------------------------------------ and Director
Steven H. Grapstein
/s/ WILLIAM J. JOHNSON Director June 12, 2000
------------------------------------------------
William J. Johnson
Director June 12, 2000
------------------------------------------------
Raymond K. Mason, Sr.
/s/ DONALD H. SCHMUDE Director June 12, 2000
------------------------------------------------
Donald H. Schmude
/s/ PATRICK J. WARD Director June 12, 2000
------------------------------------------------
Patrick J. Ward
Director June 12, 2000
------------------------------------------------
Murray L. Weidenbaum
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
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4.1 - Restated Certificate of Incorporation of the Company
(incorporated by reference herein to Exhibit 3 to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473)
4.2 - By-Laws of the Company, as amended through June 6, 1996
(incorporated by reference herein to Exhibit 3.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1996, File No. 1-3473)
4.3 - Amendment to Restated Certificate of Incorporation of the Company
adding a new Article IX limiting Directors' Liability
(incorporated by reference herein to Exhibit 3(b) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473)
4.4 - Certificate of Designation Establishing a Series of $2.20
Cumulative Convertible Preferred Stock, dated as of January 26,
1983 (incorporated by reference herein to Exhibit 3(c) to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993, File No. 1-3473)
4.5 - Certificate of Designation Establishing a Series A Participating
Preferred Stock, dated as of December 16, 1985 (incorporated by
reference herein to Exhibit 3(d) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 1993, File
No. 1-3473)
4.6 - Certificate of Amendment, dated as of February 9, 1994, to
Restated Certificate of Incorporation of the Company amending
Article IV, Article V, Article VII and Article VIII (incorporated
by reference herein to Exhibit 3(e) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1993,
File No. 1-3473)
4.7 - Certificate of Amendment, dated as of August 3, 1998, to
Certificate of Incorporation of the Company, amending Article IV,
increasing the number of authorized shares of Common Stock from
50,000,000 to 100,000,000 (incorporated by reference herein to
Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1998, File No. 1-3473)
4.8 - Certificate of Designation of 7.25% Mandatorily Convertible
Preferred Stock (incorporated by reference herein to Exhibit 4.1
to the Company's Current Report on Form 8-K filed on July 1,
1998, File No. 1-3473)
4.9 - Form of Coastwide Energy Services, Inc. 8% Convertible
Subordinated Debenture (incorporated by reference herein to
Exhibit 4.3 to Post-Effective Amendment No. 1 to Registration No.
333-00229)
</TABLE>
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<TABLE>
<S> <C>
4.10 - Debenture Assumption and Conversion Agreement dated as of
February 20, 1996, between the Company, Coastwide Energy
Services, Inc. and CNRG Acquisition Corp. (incorporated by
reference herein to Exhibit 4.4 to Post-Effective Amendment No. 1
to Registration No. 333-00229)
4.11 - Form of Cancellation/Substitution Agreement by and between the
Company, Coastwide Energy Services, Inc. and Optionee
(incorporated by reference herein to Exhibit 4.6 to
Post-Effective Amendment No. 1 to Registration No. 333-00229)
4.12 - Indenture, dated as of July 2, 1998, between the Company and U.S.
Bank Trust National Association, as Trustee (incorporated by
reference herein to Exhibit 4.4 to Registration Statement No.
333-59871)
4.13 - Form of 9% Senior Subordinated Notes due 2008 and 9% Senior
Subordinated Notes due 2008, Series B (filed as part of Exhibit
4.12 hereof) (incorporated by reference herein to Exhibit 4.5 to
Registration Statement No. 333-59871)
4.14 - Third Amended and Restated Credit Agreement (the "Senior Credit
Facility"), dated as of July 2, 1998, among the Company, the
Lenders parties thereto, Lehman Brothers Inc., as Arranger,
Lehman Commercial Paper Inc., as Syndication Agent, the First
National Bank of Chicago, as Co-Administrative Agent and as
General Administrative Agent, Paribas, as Co-Administrative Agent
and as Collateral Agent and The Bank of Nova Scotia, as
Documentation Agent (incorporated by reference herein to Exhibit
4.6 to Registration Statement No. 333-59871)
4.15 - Consent and Confirmation, dated as of July 2, 1998, with respect
to the Senior Credit Facility, dated as of July 2, 1998
(incorporated by reference herein to Exhibit 4.7 to Registration
Statement No. 333-59871)
4.16 - Deposit Agreement among the Company, The Bank of New York and the
holders from time to time of depository receipts executed and
delivered thereunder (incorporated by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K filed on July 1, 1998,
File No. 1-3473)
4.17 - Form of depository receipt evidencing ownership of Premium Income
Equity Securities (filed as a part of Exhibit 4.16 hereof)
(incorporated by reference herein to Exhibit 4.9 to Registration
Statement No. 333-59871)
4.18 - Amended and Restated First Amendment and Consent, dated as of
November 10, 1999, to the Senior Credit Facility (incorporated by
reference herein to Exhibit 4.1 to the Company's Current Report
on Form 8-K filed January 3, 2000, File No. 1-3473)
4.19 - Second Amendment, dated as of February 22, 2000, to the Senior
Credit Facility (incorporated by reference herein to Exhibit 4.9
to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999, File No. 1-3473)
</TABLE>
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<TABLE>
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5.1* - Opinion of Fulbright & Jaworski L.L.P. as to the legality of the
securities being registered
23.1* - Consent of Fulbright & Jaworski L.L.P. (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)
99.1* - The Company's Amended and Restated Executive Long-Term Incentive
Plan, as amended through May 25, 2000
</TABLE>
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* Filed herewith
