-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, hKGAlI4bqZbF8XpW/tBczRBK+dcpb5KwRuFX//qvzaf4KcByRFVStADNpIMolygR pCRGWIpCId4lWUz3728v8g== 0000728618-94-000045.txt : 19940607 0000728618-94-000045.hdr.sgml : 19940607 ACCESSION NUMBER: 0000728618-94-000045 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TESORO PETROLEUM CORP /NEW/ CENTRAL INDEX KEY: 0000050104 STANDARD INDUSTRIAL CLASSIFICATION: 2911 IRS NUMBER: 950862768 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32167 FILM NUMBER: 94533082 BUSINESS ADDRESS: STREET 1: 8700 TESORO DR CITY: SAN ANTONIO STATE: TX ZIP: 78217 BUSINESS PHONE: 2108288484 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: 6411 IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 SC 13D/A 1 AMENDMENT NO. 25 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 25)* Tesoro Petroleum Corporation ______________________________________________________________________ (Name of Issuer) Common Stock, par value $.16-2/3 per share ______________________________________________________________________ (Title of Class of Securities) 88160910 _______________________________ (CUSIP Number) John C. Kelsh, Esq., Metropolitan Life Insurance Company One Madison Avenue, New York, NY 10010 (212-578-3437) ______________________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 1, 1994 _______________________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 Pages 2 This Amendment No. 25 supplements and amends the Statement on Schedule 13D (the "Statement on Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on February 27, 1985, as it has been amended from time to time thereafter, by Metropolitan Life Insurance Company ("Metropolitan") with respect to the shares of common stock, par value $.16-2/3 per share (the "Common Stock"), issued by Tesoro Petroleum Corporation (the "Issuer"), a Delaware corporation. Unless otherwise defined herein, capitalized terms used herein without a definition have the meanings ascribed to them in the Statement on Schedule 13D. Item 4. Purpose of Transaction. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. As previously reported, on May 11, 1994, in connection with the Issuer's proposed offering of additional shares of Common Stock, MetLife Security Insurance Company of Louisiana ("MetLife Louisiana"), a wholly-owned subsidiary of Metropolitan, entered into a lockup agreement (the "Original Lockup Agreement") with CS First Boston Corporation, Smith Barney Shearson Inc. and Jefferies & Company, Inc., the Underwriters of such offering (collectively, the "Underwriters"). The Original Lockup Agreement provided that if the "road show" with respect to such offering did not begin by the tenth day after the date on which the Commission staff notified the Company that the Commission would not review the Issuer's Registration Statement on Form S-3 with respect to such offering, the Original Lockup Agreement would lapse and immediately become null and void. Such tenth day occurred on May 27, 1994. By the terms of an amended and restated lockup agreement, dated June 1, 1994, between MetLife Louisiana and the Underwriters, MetLife Louisiana agreed to extend the date that the "road show" shall begin to June 6, 1994. An executed copy of this amended and restated lockup agreement is being filed as Exhibit Y to Metropolitan's Schedule 13D and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. Item 7 of the Schedule 13D is hereby amended by the addition of the following exhibits: Exhibit Y - Agreement, dated June 1, 1994, between MetLife Louisiana and CS First Boston Corporation, Smith Barney Shearson Inc. and Jefferies & Company, Inc. Page 2 of 7 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. METROPOLITAN LIFE INSURANCE COMPANY and on behalf of MetLife Security Insurance Company of Louisiana (formerly known as Charter Security Life Insurance Company (Louisiana)) By: /s/ John C. Kelsh _______________________________ John C. Kelsh Vice President and Investment Counsel June 6, 1994 Page 3 of 7 4 EXHIBIT INDEX Set forth below is the Exhibit applicable to this Amendment No. 25 and its location herein: Exhibit Page Herein Exhibit Y - Agreement, dated June 1, 1994, between MetLife Louisiana and CS First Boston Corporation, Smith Barney Shearson Inc. and Jefferies & Company, Inc. 5 Page 4 of 7 EX-99.Y 2 AMENDED AND RESTATED LOCKUP AGREEMENT 5 EXHIBIT Y AGREEMENT CS First Boston Corporation Smith Barney Shearson Inc. Jefferies & Company, Inc., as Representatives of the Several Underwriters, c/o Tesoro Petroleum Corporation 8700 Tesoro Drive San Antonio, Texas 78217 Ladies and Gentlemen: The undersigned, MetLife Security Insurance Company of Louisiana ("MetLife Louisiana"), understands that, on May 11, 1994, Tesoro Petroleum Corporation (the "Company") filed a Registration Statement on Form S-3 (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") relating to a public offering of shares of the common stock, par value $.16-2/3 per share ("Common Stock"), of the Company (the "Public Offering"). MetLife Louisiana further understands that CS First Boston Corporation, Smith Barney Shearson Inc. and Jefferies & Company, Inc. (the "Representatives"), as the Representatives of the several underwriters, propose to enter into an underwriting agreement with the Company providing for the Public Offering by the several underwriters, including the Representatives (the "Underwriting Agreement"). In consideration of the Representatives' efforts to proceed with the Public Offering, MetLife Louisiana agrees with the Representatives, subject to the second following paragraph, that it will not, from the date hereof through July 22, 1994, without the prior written consent of CS First Boston Corporation, directly or indirectly, sell, agree to sell, grant any option for the sale of, transfer, hypothecate or otherwise dispose of (other than to affiliates of MetLife Louisiana) or contract to sell, transfer or otherwise dispose of (other than to affiliates of MetLife Louisiana), or file with the Commission a registration statement under the Securities Act of 1933, as amended, to register (i) any shares of Common Stock and/or shares of the Company's $2.20 Cumulative Convertible Preferred Stock ("Preferred Stock"), (ii) any rights to acquire shares of Common Stock and/or Preferred Stock, and (iii) any securities convertible into, or exchangeable for, shares of Common Stock and/or Preferred Stock, owned directly by MetLife Louisiana as of the date hereof or with respect to which MetLife Louisiana has the power of disposition; provided, however, that this Agreement shall not apply to the sale to the Company of shares of Common Stock and Preferred Stock by MetLife Louisiana pursuant to the option (the "MetLife Louisiana Option") granted under that certain Call Option Agreement dated February 9, 1994 by and between the Company and MetLife Louisiana (the "Option Agreement"). In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of Common Stock and/or Preferred Stock if such transfer would constitute a violation or breach of this Agreement. 6 This Agreement shall be binding on MetLife Louisiana and its successors and assigns. This Agreement shall lapse and immediately become null and void if: (i) the "road show" with respect to the Public Offering does not begin by June 6, 1994; or (ii) the pricing of the shares subject to the Public Offering does not occur on or before July 15, 1994; or (iii) (a) the Public Offering closes and the net proceeds to the Company therefrom are less than $45 million or (b) such proceeds (other than any proceeds in excess of the amount required to exercise the MetLife Louisiana Option in full) are not applied to exercise the MetLife Louisiana Option within one business day after the date of the closing of the Public Offering (provided that this Agreement shall not lapse, notwithstanding the failure to apply such proceeds by such date, if the Company shall give notice of exercise of the MetLife Louisiana Option pursuant to the Option Agreement no later than the date of such closing and such notice shall state, notwithstanding the provisions of Section 1(d) of the Option Agreement, that the Company is ready, willing and able to apply such proceeds to exercise the MetLife Louisiana Option on the next business day after the date of such closing); or (iv) the Board of Directors of the Company (or any authorized committee thereof) cancels, postpones or otherwise withdraws support of the Public Offering or materially modifies the terms or proposed use of proceeds thereof from those set forth in the Registration Statement as initially filed; or (v) either (a) CS First Boston or (b) both of Smith Barney Shearson Inc. and Jefferies & Company, Inc. withdraw or otherwise cease to be an underwriter of the sale of the shares subject to the Public Offering; or (vi) the Commission issues a stop order with respect to the Public Offering; or (vii) any court shall issue an injunction or a restraining order applicable to the Company or MetLife Louisiana with respect to either the sale of the shares subject to the Public Offering or the application of the proceeds from such sale to exercise the MetLife Louisiana Option, and such injunction or restraining order shall remain unstayed and in effect for a period of ten days; or (viii) any event occurs which gives any third party that is bound by any "lockup" agreement of the character referred to in the fifth paragraph under the caption "Underwriting" in the Registration Statement as initially filed the ability to terminate such agreement; or 7 (ix) if, on June 30, 1994, the Board of Directors of the Company has not been expanded by the addition of a 14th director as contemplated on page 2 of the Company's Proxy Statement, dated April 26, 1994. This Agreement supersedes the Agreement dated May 11, 1994 among MetLife Louisiana and the Representatives. Very truly yours, METLIFE SECURITY INSURANCE COMPANY OF LOUISIANA By: /s/ James S. Russell ___________________________ Name: James S. Russell Title: Vice-President and Treasurer Date: June 1, 1994 -----END PRIVACY-ENHANCED MESSAGE-----