-----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, TkJYGU0zqwrkwK3+JL4igapnYaD7Lldwn2u6XUNfSwRclrCE+plfqNzTj02GX46m 4J7yZirrPBbNOKhBPAzQbg== 0000899681-99-000287.txt : 19990701 0000899681-99-000287.hdr.sgml : 19990701 ACCESSION NUMBER: 0000899681-99-000287 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990630 FILER: 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: 11-K SEC ACT: SEC FILE NUMBER: 001-07910 FILM NUMBER: 99656569 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 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from_______________to_________________ COMMISSION FILE NUMBER 1-7910 A. Full Title of the Plan TOSCO CORPORATION CAPITAL ACCUMULATION PLAN B. Exact Name of Issuer of the Securities held pursuant to the Plan TOSCO CORPORATION NEVADA 95-1865716 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 72 CUMMINGS POINT ROAD STAMFORD, CONNECTICUT 06902 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (203) 977-1000 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No TOSCO CORPORATION CAPITAL ACCUMULATION PLAN FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE YEAR ENDED DECEMBER 31, 1998 TOSCO CORPORATION CAPITAL ACCUMULATION PLAN TOSCO CORPORATION CAPITAL ACCUMULATION PLAN INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES Page(s) Report of Independent Accountants 1 Financial Statements: Statements of Net Assets Available for Benefits with Fund Information as of December 31, 1998 and 1997 2 - 3 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended December 31, 1998 4 - 5 Notes to Financial Statements 6 - 10 Supplemental Schedules: Item 27(a) - Schedule of Assets Held for Investment Purposes as of December 31, 1998 11 Item 27(d) - Schedule of Reportable (5%) Transactions for the year ended December 31, 1998 12 Consent of Independent Accountants 13 Signatures 14 Report of Independent Accountants To the Plan Administrator Tosco Corporation Capital Accumulation Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Tosco Corporation Capital Accumulation Plan (the "Plan") at December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1998, and reportable (5%) transactions for the year ended December 31, 1998, are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for benefits of each fund. These supplemental schedules and fund information are the responsibility of the Plan's management. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Phoenix, Arizona June 28, 1999
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1998 AND 1997 Participant Directed --------------------------------------------------------------------------------------- Vanguard Collective Growth and Tosco Phillips Mutual Funds Income Income Stock Petroleum Loan (Page 3) Fund Fund Fund Stock Fund Fund Total ------------- ----------- ----------- ---------- ----------- -------- --------- DECEMBER 31, 1998 Investments at fair value: Mutual funds $212,566,923 $ - $3,943,062 $ - $ - $ - $216,509,985 Common or collective trust fund 42,638,446 42,638,446 Common stock 43,415,945 2,717,197 46,133,142 Loans to participants 5,065,650 5,065,650 ------------- ------------ ---------- ------------ ----------- ---------- ----------- 212,566,923 42,638,446 3,943,062 43,415,945 2,717,197 5,065,650 310,347,223 Receivables 21,289 984 1,282 3,970 27,525 ------------- ------------ ---------- ------------ ---------- ---------- ----------- Net assets available for benefits $212,588,212 $42,639,430 $3,944,344 $43,419,915 $2,717,197 $5,065,650 $310,374,748 ============= ============ ========== ============ ========== ========== ============ DECEMBER 31, 1997 Investments at fair value: Mutual funds $146,501,545 $ - $1,492,150 $ - $ - $ - $147,993,695 Common or collective trust fund 40,052,207 40,052,207 Common stock 44,971,026 3,316,282 48,287,308 Loans to participants 2,769,311 2,769,311 ------------- ------------ ----------- ----------- ----------- ---------- ----------- 146,501,545 40,052,207 1,492,150 44,971,026 3,316,282 2,769,311 239,102,521 Receivables 10,446 134 125 2,387 13,092 ------------- ------------ ---------- ------------ ----------- ---------- ----------- Net assets available for benefits $146,511,991 $40,052,341 $1,492,275 $44,973,413 $3,316,282 $2,769,311 $239,115,613 ============= ============ ========== ============ ========== ========== ============
The accompanying notes are an integral part of these financial statements.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION, CONTINUED VANGUARD MUTUAL FUNDS DECEMBER 31, 1998 AND 1997 Participant Directed --------------------------------------------------------------------------------------- Money Market Index 500 Long-Term International Total Vanguard Primecap Wellington Reserves Portfolio U.S. Treasury Growth Mutual Fund Fund Fund Fund Bond Fund Fund Funds ----------- ---------- ------------ ----------- ------------- ------------- -------------- DECEMBER 31, 1998 Investments at fair value: Mutual funds $74,120,857 $51,190,326 $15,105,675 $56,540,086 $8,149,034 $7,460,945 $212,566,923 Receivables 4,781 7,738 2,496 3,663 1,351 1,260 21,289 ------------ ----------- ------------ ------------ ----------- ---------- ------------ Net assets available for benefits $74,125,638 $51,198,064 $15,108,171 $56,543,749 $8,150,385 $7,462,205 $212,588,212 ============ =========== ============ ============ =========== =========== ============ DECEMBER 31, 1997 Investments at fair value: Mutual funds $52,442,925 $40,095,111 $10,224,908 $34,951,341 $4,247,224 $4,540,036 $146,501,545 Receivables 2,990 848 2,266 2,519 406 1,417 10,446 ------------ ----------- ------------ ----------- ----------- ----------- ------------ Net assets available for benefits $52,445,915 $40,095,959 $10,227,174 $34,953,860 $4,247,630 $4,541,453 $146,511,991 ============ =========== ============= =========== =========== =========== ============
The accompanying notes are an integral part of these financial statements.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1998 Participant Directed -------------------------------------------------------------------------------------- Vanguard Collective Growth and Tosco Phillips Mutual Funds Income Income Stock Petroleum Loan (Page 5) Fund Fund Fund Stock Fund Fund Total ------------- ----------- ------------ --------- ------------- --------- ------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $22,274,647 $ - $ 68,906 $(15,846,161) $(399,797) $ - $6,097,595 Interest and dividends 10,279,793 2,475,756 140,493 320,971 91,117 336,447 13,644,577 ------------- ----------- --------- ------------- ---------- ---------- ---------- 32,554,440 2,475,756 209,399 (15,525,190) (308,680) 336,447 19,742,172 ------------- ----------- --------- ------------- ---------- ---------- ---------- Contributions: Employer 14,151,059 819,784 468,744 4,921,611 20,361,198 Participants 16,256,893 (337,107) 650,251 6,033,702 22,603,739 Rollovers 2,818,743 1,333,998 96,935 529,792 4,779,468 ------------- ------------ ---------- -------------- ------------ --------- ---------- 33,226,695 1,816,675 1,215,930 11,485,105 47,744,405 ------------- ------------ ---------- -------------- ------------ ---------- ---------- Assets transferred from/to related plan, net (Note 4) 12,100,295 911,020 1,179,587 1,842,336 904,415 16,937,653 ------------- ------------ ---------- -------------- ------------ ----------- ---------- Total additions 77,881,430 5,203,451 2,604,916 (2,197,749) (308,680) 1,240,862 84,424,230 ------------- ------------ ---------- -------------- ------------ ----------- ---------- Deductions from net assets attributed to: Benefits paid to participants 7,921,075 2,866,016 128,428 1,842,919 255,801 135,370 13,149,609 Loan activity, net 700,570 30,984 37,344 421,841 (1,190,739) - Other, net 17,498 2,018 (2,799) (1,143) 20 (108) 15,486 ------------- ------------ ----------- --------------- ------------ ----------- ---------- Total deductions 8,639,143 2,899,018 162,973 2,263,617 255,821 (1,055,477) 13,165,095 ------------- ------------ ----------- --------------- ------------ ----------- ---------- Net increase (decrease) before interfund transfers 69,242,287 2,304,433 2,441,943 (4,461,366) (564,501) 2,296,339 71,259,135 Interfund transfers (3,166,066) 282,656 10,126 2,907,868 (34,584) - -------------- ------------ ----------- --------------- ------------ ----------- ---------- Net increase (decrease) 66,076,221 2,587,089 2,452,069 (1,553,498) (599,085) 2,296,339 71,259,135 Net assets available for benefits, December 31, 1997 146,511,991 40,052,341 1,492,275 44,973,413 3,316,282 2,769,311 239,115,613 -------------- ------------ ----------- --------------- ------------ ---------- ----------- Net assets available for benefits, December 31, 1998 $212,588,212 $42,639,430 $3,944,344 $ 43,419,915 $2,717,197 $5,065,650 $310,374,748 =============== ============= ============ =============== ============ ========= ============
The accompanying notes are an integral part of these financial statements.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION, CONTINUED VANGUARD MUTUAL FUNDS FOR THE YEAR ENDED DECEMBER 31, 1998 Participant Directed --------------------------------------------------------------------------------------------- Money Market Index 500 Long-Term International Total Vanguard Primecap Wellington Reserves Portfolio U.S. Treasury Growth Mutual Fund Fund Fund Fund Bond Fund Fund Funds --------- ----------- ------------ ---------- ------------- ------------- -------------- Additions to net assets attributed to: Investment income: Net appreciation (depreciation) in fair value of investments $11,313,209 $(512,852) $ - $10,422,137 $414,411 $637,742 $22,274,647 Interest and dividends 2,755,836 5,551,128 647,231 814,715 361,346 149,537 10,279,793 ------------- ------------ ------------ ------------ ----------- ----------- ------------ 14,069,045 5,038,276 647,231 11,236,852 775,757 787,279 32,554,440 ------------- ------------ ------------ ------------ ----------- ----------- ------------ Contributions: Employer 4,407,235 2,959,181 1,183,309 4,054,394 617,258 929,682 14,151,059 Participants 5,311,915 3,237,428 1,070,844 4,830,226 704,128 1,102,352 16,256,893 Rollovers 839,482 676,633 377,667 598,347 195,053 131,561 2,818,743 ------------- ------------ ------------ ------------- ----------- ------------ ------------ 10,558,632 6,873,242 2,631,820 9,482,967 1,516,439 2,163,595 33,226,695 ------------- ------------ ------------ ------------- ----------- ------------ ------------ Assets transferred from/to related plans, net (Note 4) 4,348,972 2,333,293 877,309 2,538,611 977,442 1,024,668 12,100,295 ------------- ------------ ------------ ------------ ----------- ----------- ------------- Total additions 28,976,649 14,244,811 4,156,360 23,258,430 3,269,638 3,975,542 77,881,430 ------------- ------------ ------------ ------------ ----------- ----------- -------------- Deductions from net assets attributed to: Benefits paid to participants 2,644,571 2,126,959 872,456 1,748,957 292,943 235,189 7,921,075 Loan activity, net 187,516 187,433 68,632 152,593 50,700 53,696 700,570 Other, net 2,139 3,919 13,037 305 (1,627) (275) 17,498 ------------- ----------- ------------- ------------ ------------- ------------- -------------- Total deductions 2,834,226 2,318,311 954,125 1,901,855 342,016 288,610 8,639,143 ------------- ----------- ------------- ------------ ------------- ------------- -------------- Net increase before interfund transfers 26,142,423 11,926,500 3,202,235 21,356,575 2,927,622 3,686,932 69,242,287 Interfund transfers (4,462,700) (824,395) 1,678,762 233,314 975,133 (766,180) (3,166,066) ------------- ------------ ------------ ------------ ----------- ------------ ------------ Net increase 21,679,723 11,102,105 4,880,997 21,589,889 3,902,755 2,920,752 66,076,221 Net assets available for benefits, December 31, 1997 52,445,915 40,095,959 10,227,174 34,953,860 4,247,630 4,541,453 146,511,991 ------------ ----------- ------------ ----------- ---------- ---------- ----------- Net assets available for benefits, December 31, 1998 $74,125,638 $51,198,064 $15,108,171 $56,543,749 $8,150,385 $7,462,205 $212,588,212 ============ ============ ============ =========== ========== =========== ============
The accompanying notes are an integral part of these financial statements. TOSCO CORPORATION CAPITAL ACCUMULATION PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF PLAN The following description of the Tosco Corporation Capital Accumulation Plan (the "Plan") provides only general information. Participants should refer to the Plan Documents for a more complete description of the Plan's provisions. GENERAL The Plan, established in 1976, and amended and restated at various times, is a defined contribution, 401(k) profit sharing plan, covering eligible full-time employees of Tosco Corporation (the "Sponsor") and subsidiaries who have reached the age of 21 and completed one continuous year of employment with the Sponsor (Note 9). The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. The Plan is being administered by the Vanguard Group ("Vanguard") who is also maintaining the individual participant account records and serving as custodian for the Plan's investments. CONTRIBUTIONS Participants may contribute between 2 and 15 percent of their eligible compensation (up to $160,000 in 1998) to the Plan on a pre-tax basis, after-tax basis, or a combination of both, in 1% increments. Pre-tax contributions could not exceed $10,000 in 1998. The Sponsor contributes an amount equal to the first 6% of compensation contributed by a participant during each pay period (the "Matching Contribution"). The Matching Contribution level is reduced from 100% to 75% if an employee has participated in the Plan for less than five years. The Sponsor makes additional non-matching contributions of 5% (the "Pension Contribution") and 2% (the "Profit Sharing Contribution") of eligible compensation (up to $160,000 in 1998) to certain participants. The Pension Contribution is made to certain eligible employees who do not participate in the Tosco Pension Plan, a defined benefit pension plan. The Profit Sharing Contribution is made to certain eligible employees, as defined by the Plan Agreement. The Pension Contribution and Profit Sharing Contribution are available for withdrawal when the participant retires or ceases employment with the Sponsor. Effective January 1, 1998, the Plan was amended so that the Profit Sharing Contribution will not be offered to employees who were not receiving the contribution as of December 31, 1997. Participants receiving the Profit Sharing Contribution as of December 31, 1997 will continue to receive the contribution. Participant investment choice dictates the allocation of the Sponsor's contributions. Earnings on investments held by the Plan in the name of a participant are automatically invested in the respective fund from which the earnings were derived. PARTICIPANT ACCOUNTS Separate accounts are maintained for each participant. Each participant's account is directly credited with the participant's contribution and the Sponsor's matching contribution. Net earnings from investments in investment funds, which include appreciation (depreciation) in fair value, are allocated to each participant's account based on the ratio of that participant's account balance by investment fund to the total of the investment fund portion of all participants' account balances. The benefit to which a participant is entitled to is solely that which can be provided from the participant's account. VESTING Employees are immediately vested in their individual and in the Sponsor's contributions, including earnings thereon. LOANS TO PARTICIPANTS The Plan, with certain limitations, may make loans to participants with an interest rate approximately equal to the prime interest rate plus 1% on the origination date. A loan from the Plan will be made for up to the lesser of 100% of the participant's pre-tax contributions or 50% of the participant's total account balance, with a maximum of $50,000 and a minimum of $1,000. The maturity on these loans is not to exceed five years. The participants are required to pay all loan origination and administrative fees. All interest payments made under the terms of the loan will be credited to the participant's account and not considered general earnings of the Plan. Participants' loans are repaid through payroll deductions and are collateralized by the participants' vested account balances. Loans outstanding are included in the loan fund in the accompanying financial statements. PAYMENT OF BENEFITS Benefits of the Plan are payable upon reaching normal retirement, early retirement, termination, or in the event of death or disability. Benefits may be provided through the purchase of a 50% joint and survivor annuity (in the case of a married participant) or a life annuity (in the case of a single participant). Participants may also elect to receive benefits in a lump sum, another form of annuity or any other form approved by the Administrative Committee of the Plan. Married participants may not elect such other forms without the consent of their spouse. Any whole shares of stock in a participant's stock fund account may be distributed in the form of shares of stock. All other amounts, including fractional shares of stock, will be distributed to the participant in cash. ADMINISTRATION FEES All Plan investment management fees are paid from the investment earnings of the individual investment funds and all other administration fees are paid by the Sponsor and are not reflected in the Plan's financial statements. 2. SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The Plan's financial statements are presented on the accrual basis of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the reported changes in net assets available for benefits and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. INVESTMENTS The Plan's investments are stated at fair value. Common stock and mutual fund securities are valued at their quoted market price. Common and collective trust fund holdings are valued at contract value plus accrued income that approximates fair value. Participant loans are valued at cost, which approximates fair value. Purchases and sales of investments are recorded on a trade date basis. The Plan's statement of changes in net assets includes the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains or losses and the unrealized appreciation (depreciation) of those investments. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. 3. INVESTMENTS Participants may designate, in one percent increments, the portion of his or her contribution to be placed in various funds. Loan repayments are allocated to these funds based on the participant's current contribution designation. The characteristics of the different funds as follows: PRIMECAP FUND The Primecap Fund invests principally in a portfolio of common stocks of quality companies with perceived undervalued assets, the potential for rapid earnings growth, or both. Dividend income is incidental. Under normal circumstances, at least 80% of the assets of the Primecap Fund will be in such common stocks, or in securities convertible into common stocks. WELLINGTON FUND The Wellington Fund invests in a portfolio of high-quality stocks and bonds normally in a ratio of 65% common stocks to 35% fixed income securities. Common stocks are selected principally on the basis of current dividend yield and reasonable prospects for earnings and dividend growth. The Wellington Fund's securities (corporate and government bonds and money market instruments) emphasize high quality consistent with attractive income yields. MONEY MARKET RESERVES FUND The Money Market Reserves Fund invests mainly in securities issued by the U.S. Treasury and agencies of the U.S. Government which mature in one year or less. The Federal Portfolio is designed to maintain a constant $1.00 per share value. INDEX 500 PORTFOLIO FUND The Index 500 Portfolio Fund invests in a portfolio of common stocks and attempts to provide investment results that correspond to the price and yield performance of publicly-traded stocks in the aggregate (as represented by the Standard & Poor's Composite Stock Price Index). LONG-TERM U.S. TREASURY BOND FUND The Long-Term U.S. Treasury Bond Fund invests primarily in long-term U.S. Treasury Bonds with an objective to provide a high level of current income. Although the fund has negligible credit risk, the market value of the fund will fluctuate due to changes in interest rates prevailing in the economy. INTERNATIONAL GROWTH FUND The International Growth Fund invests in common stocks of companies based outside of the United States that are considered to have above-average growth and capital appreciation potential. COLLECTIVE INCOME FUND The Collective Income Fund represents a proportional share of the American Express Trust Income Fund III (the "Fund") which invests in a diversified portfolio of fixed income securities, investment contracts, and money market instruments. The combination of the interest earned on investments, less American Express' costs of administering the fund, determines the fund's rate of return. GROWTH AND INCOME FUND The Growth and Income Fund invests primarily in equity securities, including common stock and securities convertible to common stock, of financially strong companies that offer high growth rates at attractive valuations. The portfolio may also include dividend-paying equity securities, fixed income securities, and money market instruments. TOSCO STOCK FUND The Tosco Stock Fund invests primarily in Tosco Corporation Common Stock. A small cash position in Vanguard money market reserves is maintained to provide liquidity necessary for periodic transactions (distributions and fund exchanges). PHILLIPS PETROLEUM STOCK FUND The Phillips Petroleum Stock Fund is a closed fund with investments in the common stock of Phillips Petroleum Company. Dividends earned are automatically reinvested in stock. LOAN FUND The Loan Fund represents amounts borrowed by participants against their individual accounts. All loans are collateralized by the participants' account balance. As of December 31, 1998 and 1997 the Plan investments were as follows:
NUMBER OF FAIR VALUE DECEMBER 31, 1998 PARTICIPANTS PER UNIT FAIR VALUE Vanguard mutual funds: Primecap Fund (a) 3,560 $ 47.66 $ 74,120,857 Wellington Fund (a) 2,873 29.35 51,190,326 Money Market Reserves Fund 1,300 1.00 15,105,675 Index 500 Portfolio Fund (a) 3,438 113.95 56,540,086 Long-term U.S. Treasury Bond Fund 915 11.36 8,149,034 International Growth Fund 1,336 18.77 7,460,945 Collective Income Fund (a) 899 13.66 42,638,446 Growth and Income Fund 765 17.88 3,943,062 Tosco Stock Fund (a) 3,935 30.83 43,415,945 Phillips Petroleum Stock Fund 25 49.65 2,717,197 Loan Fund 956 5,065,650 --------------- $ 310,347,223 =============== NUMBER OF FAIR VALUE DECEMBER 31, 1997 PARTICIPANTS PER UNIT FAIR VALUE Vanguard mutual funds: Primecap Fund (b) 2,785 $ 39.57 $ 52,442,925 Wellington Fund (b) 2,333 29.45 40,095,111 Money Market Reserves Fund 1,041 1.00 10,224,908 Index 500 Portfolio Fund (b) 2,685 90.07 34,951,341 Long-term U.S. Treasury Bond Fund 590 10.64 4,247,224 International Growth Fund 1,039 16.39 4,540,036 Collective Income Fund (b) 784 12.87 40,052,207 Growth and Income Fund 425 16.48 1,492,150 Tosco Stock Fund (b) 3,216 45.00 44,971,026 Phillips Petroleum Stock Fund 26 56.62 3,316,282 Loan Fund 467 2,769,311 --------------- $ 239,102,521 =============== (a) This investment represents more than 5% of the Plan's net assets available for benefits as of December 31, 1998. (b) This investment represents more than 5% of the Plan's net assets available for benefits as of December 31, 1997.
4. ASSETS TRANSFERRED FROM/TO RELATED PLAN Effective January 1, 1998, all non-store employee participants in the Tosco Corporation Store Savings Plan (the "TSSP") were made eligible for the Plan. Participants in the TSSP electing to transfer to the Plan were given a one-time option to transfer not less than 100% of their TSSP balances to the Plan. Additionally, certain store employees formerly participating in the Plan were transferred to the TSSP. 5. FEDERAL INCOME TAX STATUS The Internal Revenue Service has determined and informed the Sponsor by a letter dated September 21, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (the "Code"). The Plan has been amended since receiving the determination letter. However, management believes that the Plan, as amended, is in compliance with the Code, therefore no provision for income taxes has been included in the Plan's financial statements. 6. PLAN TERMINATION Although it has not expressed any intent to do so, the Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Upon termination, the Plan's assets would be distributed to the participants, as soon as possible and legally permitted, on the basis of their account balances existing on the date of termination as adjusted for investment gains and losses. 7. PARTY IN INTEREST TRANSACTIONS Certain investments of the Plan are in shares of mutual funds managed by Vanguard. As Vanguard is the trustee under a trust agreement with the Sponsor, these transactions qualify as Party-In-Interest transactions. In addition, certain Plan investments are in the Sponsor's Common Stock. These transactions also qualify as party-in-interest transactions. During the year ended December 31, 1998, the Sponsor paid administrative expenses totaling $221,655 on behalf of the Plan. 8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits as of December 31, 1998 and 1997 as reflected in these financial statements to the amounts reflected in the Plan's Form 5500:
1998 1997 ---------------- --------------- Net assets available for benefits as reported in the financial statements $ 310,374,748 $ 239,115,613 Amounts allocated to withdrawing participants (2,825,297) (448,575) ---------------- --------------- Net assets available for benefits as reported in the Form 5500 $ 307,549,451 $ 238,667,038 ---------------- --------------- The following is a reconciliation of benefits paid to participants for the year ended December 31, 1998 as reflected in these financial statements to the amount reflected in the Plan's Form 5500: Benefits paid to participants as reported in the financial statements $ 13,149,609 Amount allocated to withdrawing participants at December 31, 1998 2,825,297 Amount allocated to withdrawing participants at December 31, 1997 (448,575) ----------------- Benefits paid to participants as reported in the Form 5500 $ 15,526,331 -----------------
9 SUBSEQUENT EVENT Effective January 1, 1999, the Plan was amended and restated so that eligible employees could enroll in and contribute to the Plan in the month following their date of hire rather than after one year of continuous service. The Sponsor will continue to make Matching Contributions, Pension Contributions, and Profit Sharing Contributions only after the participant has completed one year of continuous service with the Sponsor.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1998 Current Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Cost Value (a) Vanguard / Primecap Fund 1,555,201 shares $49,948,359 $74,120,857 (a) Vanguard / Wellington Fund 1,744,134 shares 44,366,040 51,190,326 (a) Vanguard Money Market Reserves - Federal Portfolio 15,105,675 shares 15,105,675 15,105,675 (a) Vanguard Index Trust - 500 Portfolio 496,183 shares 37,537,721 56,540,086 (a) Vanguard Fixed Income Fund - LT U.S. Treasury Portfolio 717,345 shares 7,531,697 8,149,034 (a) Vanguard International Growth Portfolio 397,493 shares 6,893,401 7,460,945 American Express Trust Income Fund III 3,118,705 units 37,084,190 42,638,446 Warburg Pincus Growth & Income Fund 220,529 shares 3,858,326 3,943,062 (a) Tosco Stock Fund (b) 1,408,237 units 39,321,941 43,415,945 Phillips Petroleum Stock Fund (c) 54,727 units 998,000 2,717,197 Loans to Participants Interest rates from 7% to 10% and maturities through 2003 5,065,650 ---------------- $310,347,223 =============== (a) Investment qualifies as a party-in-interest for the Plan. (b) Consists primarily of Tosco Corporation common stock. (c) Consists primarily of Phillips Petroleum Company common stock.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN ITEM 27(d) - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1998 PUCHASES Number of Purchase Identity of Party Involved Description of Asset Transactions Price - --------------------------- -------------------------- ---------------- -------------- The Vanguard Group Vanguard / Primecap Fund 197 $25,042,203 The Vanguard Group Vanguard / Wellington Fund 152 17,365,869 The Vanguard Group Vanguard Money Market Reserves - Federal Portfolio 214 15,424,465 The Vanguard Group Vanguard Index Trust - 500 Portfolio 210 24,425,292 American Express American Express Income Fund III 189 14,592,936 Tosco Corporation Tosco Corporation Common Stock 228 27,106,369 SALES Number of Selling Cost of Net Gain Identity of Party Involved Description of Asset Transactions Price Asset or (Loss) - --------------------------- ------------------------------ ------------ ---------- ---------- ---------- The Vanguard Group Vanguard / Primecap Fund 228 $14,677,520 $11,982,322 $2,695,198 The Vanguard Group Vanguard / Wellington Fund 212 5,756,844 4,723,340 1,033,504 The Vanguard Group Vanguard Money Market Reserves - Federal Portfolio 201 10,531,803 10,531,803 The Vanguard Group Vanguard Index Trust - 500 Portfolio 216 13,258,818 11,356,574 1,902,244 American Express American Express Income Fund III 203 12,004,680 12,004,680 Tosco Corporation Tosco Corporation Common Stock 219 12,816,992 11,944,333 872,659
CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-54153) of Tosco Corporation of our report dated JUNE 30, 1999 relating to the financial statements and financial statement schedules of the Tosco Corporation Capital Accumulation Plan as of December 31, 1998 and 1997, and for the year ended December 31, 1998, which appears in this Form 11-K. PricewaterhouseCoopers LLP PHOENIX, ARIZONA JUNE 28, 1999 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TOSCO CORPORATION (Registrant) TOSCO CORPORATION CAPITAL ACCUMULATION PLAN Date: June 30, 1999 By: /S/ WANDA WILLIAMS -------------------------------- (Wanda Williams) Vice President - Human Resources By: /S/ RANDALL S. SCHULTZ -------------------------------- (Randall S. Schultz) Plan Administrator -----END PRIVACY-ENHANCED MESSAGE-----