-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TTDyg1WZavN0vnow/4HK82x7xlXFIyxRmd2XKAlgPMgufxvV0yEhXkvSRqm7exu4 o8RNbIFPv3VLi3NaEWjV9Q== 0000898430-97-001469.txt : 19970411 0000898430-97-001469.hdr.sgml : 19970411 ACCESSION NUMBER: 0000898430-97-001469 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970410 SROS: NYSE SROS: PSE GROUP MEMBERS: UNION OIL COMPANY OF CALIFORNIA GROUP MEMBERS: UNOCAL CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOSCO CORP CENTRAL INDEX KEY: 0000074091 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 951865716 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-13953 FILM NUMBER: 97577942 BUSINESS ADDRESS: STREET 1: 72 CUMMINGS POINT RD CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039771000 MAIL ADDRESS: STREET 1: 72 CUMMINGS POINT RD CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: OIL SHALE CORP DATE OF NAME CHANGE: 19760810 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 953825062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267718 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __) * TOSCO CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 891490 30 2 - -------------------------------------------------------------------------------- (CUSIP Number) Joseph A. Householder Union Oil Company of California 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 Telephone No. (310) 726-7600 ---------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 31, 1997 - -------------------------------------------------------------------------------- (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 [_] 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. (Continued on following pages) (Page 1 of 6 Pages) - ----------------- * 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. Page 2 of 6 SCHEDULE 13D - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Union Oil Company of California, a California corporation 95-1315450 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [ ] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS 5 REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 California Corporation - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 14,092,482 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 14,092,482 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 14,092,482 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.71% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 3 of 6 SCHEDULE 13D - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON UNOCAL CORPORATION, a Delaware corporation 95-3825062 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [ ] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 00 - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS 5 REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware Corporation - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 14,092,482 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 14,092,482 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 14,092,482 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.71% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! Page 4 of 6 ITEM 1. SECURITY AND ISSUER ------------------- This statement relates to the Common Stock of Tosco Corporation ("Tosco"), whose principal executive offices are located at 72 Cummings Point Road, Stamford, Connecticut 06902 ITEM 2. IDENTITY AND BACKGROUND ----------------------- a. Name: Union Oil Company of California, a California corporation ("Union") b. Principal Business: Oil and gas exploration and production c. Principal Business Address: 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 a. Name: Unocal Corporation, a Delaware corporation ("Unocal") b. Principal Business: Holding Company c. Principal Business Address: 2141 Rosecrans Avenue, Suite 4000 El Segundo, CA 90245 d. During the past five years, Unocal, through its operating subsidiary, Union Oil Company of California, has been convicted of a number of misdemeanor criminal violations. These cases usually involved minor violations of state or local enviornmental laws. However, two of these misdemeanor convictions were significant. In 1994, Union plead no contest to a number of misdemeanor violations of California statutes which prohibit the discharge of petroleum into the environment. The case was filed in Municipal Court for the County of San Luis Obispo, California. Fines and civil penalties in excess of $1,000,000 were paid to resolve the violations. On July 19, 1995, Union plead no contest to a number of misdemeanor violations of Claifornia state laws which prohibit the unlawful discharge of airborne contaminants into the environment. The case was filed in Municipal Court for the County of Contra Costa, California. A fine of $951,000 was paid to resolve the violations. In addition, civil penalties in the amount of $2,050,000 were paid in a companion civil case. A wholly owned subsidiary of Unocal, Puregro, plead guilty in January 1993 in Federal District Court, San Diego, California, to one felony count for illegal disposal of hazardous waste. Puregro paid a fine of $100,000, plus costs in the amount of approximately $20,000. Page 5 of 6 e. To the best knowledge of Union and Unocal, as the case may be, neither has been the subject of a civil judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws, during the last five years. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- The aggregate amount of consideration used by Union to purchase the 14,092,482 Shares to which this statement relates was approximately $400,000,000. The consideration was obtained from the sale of the business and assets of Union's 76 Products Company business segment. ITEM 4. PURPOSE OF TRANSACTION ---------------------- The 14,092,482 Shares were received as partial consideration for the sale of the business and assets of Union's 76 Products Company business segment. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ a. Amount Beneficially Owned: 14,092,482 Percent of Class: 9.71% b. Union Oil Company of California is a wholly owned subsidiary of Unocal Corporation, and therefore, Unocal may be deemed to control Union, directing its investments and voting. Thus, the two entities share voting power and investment power with respect to the Shares. c. To the best knowledge of Union and Unocal as the case may be, neither has effected any transactions in the Shares during the 60 days prior to April 10, 1997, except as described herein. d. Not applicable. e. Not applicable. ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER ------------------------------------------------------ Pursuant to the terms of a Stock Purchase and Shareholder Agreement dated as of January 15, 1997, by and between Tosco and Union, as amended and supplemented, Union has agreed to vote the Shares in proportion, for, against and in abstention, to the votes of the other shareholders present at shareholder meetings, if the vote relates to a matter on which the interests of Union and the interests of the other shareholders are reasonably similar. In addition, if any person solicits written consent for action from shareholders of Tosco, Union has agreed to deliver Page 6 of 6 a written consent consenting to the action by a percentage of the Shares that is equal to the percentage by which all other shares, not held by Union, consented to the action. Further, Union has agreed to certain passivity provisions, including its agreement not to sell, without the consent of Tosco, the Shares to anyone who, after completion of such sale, would own more than 5% of the common stock outstanding. Tosco has agreed to repurchase the Shares at various prices if Tosco sells shares of its Common Stock in an underwritten public offering under certain conditions. Finally, the agreement provides certain registration rights with respect to the Shares. ITEM 7 MATERIALS TO BE FILED AS EXHIBITS --------------------------------- Exhibit A Agreement of Joint Filing Exhibit B Stock Purchase and Shareholder Agreement, dated as of January 15, 1997, by and between Tosco Corporation and Union Oil Company of California, together with form of Supplement No. 1 thereto (incorporated by reference to Exhibit 2.2 to Unocal's Current Report on Form 8-K dated December 16, 1996, and filed January 3, 1997, File No. 1- 8483). Exhibit C Amendment No. 1 and Supplement, dated as of March 31, 1997, to Stock Purchase and Shareholder Agreement, dated as of January 15, 1997, by and between Tosco Corporation and Union Oil Company of California. 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. Dated: April 10, 1997 UNOCAL CORPORATION UNION OIL COMPANY OF CALIFORNIA By: /s/ Joseph A. Householder -------------------------- Joseph A. Householder Vice President, Tax EXHIBIT INDEX ------------- Exhibit - ------- Exhibit A Agreement of Joint Filing Exhibit B Stock Purchase and Shareholder Agreement, dated as of January 15, 1997, by and between Tosco Corporation and Union Oil Company of California, together with form of Supplement No. 1 thereto (incorporated by reference to Exhibit 2.2 to Unocal's Current Report on Form 8-K dated December 16, 1996, and filed January 3, 1997, File No. 1-8483). Exhibit C Amendment No. 1 and Supplement, dated as of March 31, 1997, to Stock Purchase and Shareholder Agreement, dated as of January 15, 1997, by and between Tosco Corporation and Union Oil Company of California. EX-99.A 2 AGREEMENT OF JOINT FILING EXHIBIT A --------- Agreement of Joint Filing ------------------------- The undersigned hereby agree that they are filing jointly pursuant to Rule 13d-1 of the Securities Exchange Act of 1934 the statement dated April 10, 1997, containing the information required by Schedule 13D, for the 14,092,482 Shares of the Common Stock of Tosco Corporation held by Union Oil Company of California. Dated April 10, 1997 UNOCAL CORPORATION UNION OIL COMPANY OF CALIFORNIA By: /s/ Joseph A. Householder Joseph A. Householder Vice President, Tax EX-99.C 3 STOCK PURCHASE & SHAREHOLDER AGREEMENT AMENDMENT #1 ________________________________________________________________________ AMENDMENT NO. 1 AND SUPPLEMENT to STOCK PURCHASE AND SHAREHOLDER AGREEMENT dated as of January 15, 1997 By and Between TOSCO CORPORATION and UNION OIL COMPANY OF CALIFORNIA ____________________________ March 31, 1997 ____________________________ ________________________________________________________________________ AMENDMENT NO. 1 AND SUPPLEMENT to STOCK PURCHASE AND SHAREHOLDER AGREEMENT THIS AMENDMENT NO. 1 and SUPPLEMENT (this "Amendment") to STOCK PURCHASE AND SHAREHOLDER AGREEMENT is made as of the 31st day of March, 1997, between UNION OIL COMPANY OF CALIFORNIA, a California corporation ("Union"), and TOSCO CORPORATION, a Nevada corporation ("Tosco"). RECITALS -------- WHEREAS, Union and Tosco have entered into that certain Stock Purchase and Shareholder Agreement dated January 15, 1997 (the "Agreement") (capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement), and WHEREAS, the parties wish to amend the Agreement in certain particulars and to supplement the terms thereof to provide for repurchase by Tosco of the shares of Common Stock rather than registration and sale thereof, all as more fully set forth in this Amendment; NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Market Price, Number of Shares, Etc. ------------------------------------ (a) For purposes of the Agreement, "Market Price" shall be $28.1625 per share, the total number of shares of Common Stock to be delivered pursuant to the Agreement shall be 14,092,482 shares (the "Shares"), and the "Market Value" of the Shares is $396,879,524.33. 2. Tosco Registration. Tosco has informed Union that it intends to ------------------ register under the Securities Act and sell for its own account in an underwritten public offering on or about May 1, 1997 approximately $700,000,000 in aggregate offering price of its common stock (such registration and sale being herein called the "Underwriting"). Tosco agrees to use its reasonable efforts to complete the Underwriting on or before May 1, 1997. In consideration thereof and the agreements of Tosco set forth in Section 3 below, Union waives the right to include any of Shares in the Underwriting, and agrees that it will not exercise its right under the Agreement to demand registration under the Securities Act until May 2, 1997. In addition, if the Underwriting is to be completed and either (x) Union has advised Tosco that it will exercise its right not to sell shares pursuant to the last sentence of Section 3, or (y) the Underwriting will 1 be for at least 15,000,000 shares of Tosco common stock, then Union will enter into an appropriate form of standard lock-up agreement with the managing underwriters effective as of the date of the Underwriting and continuing until October 1, 1997 (or such earlier date as the managing underwriters shall agree). 3. Repurchase of Shares. -------------------- If the Underwriting is consummated, and subject to the conditions set forth in the last sentence of this Section 3, Tosco agrees to repurchase from Unocal and Unocal agrees to sell to Tosco, Shares of Common Stock as follows: (a) 1,750,000 Shares at a price per share equal to the Market Price less the full underwriting commission per share in the Underwriting; and (b) The balance of the Shares, up to a total number of Shares repurchased equal to 75% of the number of shares of common stock included in the Underwriting, at a net price per Share to Union equal to the price per share to the public in the Underwriting less one-half (1/2) of the underwriting commission per share in the Underwriting. Settlement of the repurchase of Shares shall be made on the Business Day next following the settlement of the sale in the Underwriting. The selection of the underwriting group, the number of shares of its common stock sold, and the offering price shall be in the sole discretion of Tosco. Notwithstanding the foregoing, Unocal shall not be required to sell Shares pursuant to clause (b) above if the price per share to the public is less than $23.94, and Tosco shall not be required to repurchase Shares pursuant to clause (b) above unless Union elects to sell the largest number of whole Shares that are eligible to be repurchased under said clause (b). 4. Agreement. This Amendment represents the entire agreement of the --------- parties with respect to the subject matter hereof, and except as amended and supplemented by this Amendment, the Agreement shall continue in full force and effect. 2 IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. UNION OIL COMPANY OF CALIFORNIA a California corporation By /s/ Joseph A. Householder ------------------------------- Joseph A. Householder Vice President, Tax TOSCO CORPORATION a Nevada corporation By /s/ Wilkes McClave, III --------------------------------- Wilkes McClave III Senior Vice President and General Counsel 3 -----END PRIVACY-ENHANCED MESSAGE-----