As filed with the Securities and Exchange Commission on September
26, 1994
Registration No. 33-55231
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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TOSCO CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 95-1865716
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
72 Cummings Point Road
Stamford, Connecticut 06902
(203) 977-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
Martin H. Neidell, Esq.
Stroock & Stroock & Lavan
Seven Hanover Square
New York, New York 10004
(212) 806-5400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------
Copy to:
Mark Zvonkovic, Esq.
Andrews & Kurth L.L.P.
425 Lexington Avenue
New York, New York 10017
(212) 850-2800
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Withdrawal of Shares from Registration
Registrant by this Post-Effective Amendment No. 1 to its
Registration Statement on Form S-3 (Registration No. 33-55231)
(the "Registration Statement") as of the close of business on
September 26, 1994 withdraws from registration under the
Securities Act of 1933, as amended, an aggregate of 4,791,174
shares of the Registrant's Common Stock, $.75 par value (the
"Common Stock"), which were the subject of the Registration
Statement.
Reason for Withdrawal
The Registration Statement registered a maximum of
4,791,174 shares of Common Stock issuable upon conversion of
$4.375 Series F Cumulative Convertible Preferred Stock and the
resale of such shares by Morgan Stanley & Co. Incorporated and
Donaldson, Lufkin & Jenrette Securities Corporation (the
"Standby Purchasers"). The Standby Purchasers did not sell any
shares of Common Stock pursuant to the Registration Statement.
Accordingly, the Registrant hereby withdraws from registration
all the 4,791,174 shares of Common Stock which were originally
subject to the Registration Statement.
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SIGNATURE
Pursuant to Rule 478(a)(4) of the General Rules and
Regulations under the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 (Registration No. 33-55231) has been signed by the
Agent for Service designated therein, on September 26, 1994.
TOSCO CORPORATION
By:____________________________
Martin H. Neidell
Agent for Service
