AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 23, 1996
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 (I.R.S. employer
of 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)
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WILKES MCCLAVE III, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
72 CUMMINGS POINT ROAD
STAMFORD, CONNECTICUT 06902
(203) 977-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
MARTIN H. NEIDELL, ESQ.
STROOCK & STROOCK & LAVAN
SEVEN HANOVER SQUARE, NEW YORK, N.Y. 10004-2594
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-2521
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, please check the following box. [X]
CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF CLASS OFFERING AGGEGATE AMOUNT OF
OF SECURITIES AMOUNT TO BE PRICE PER OFFERING REGISTRATION
TO BE REGISTERED REGISTERED UNIT(1) PRICE FEE
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Debt Securities ...... $15,000,000 100% $15,000,000 $5,173
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(1) Estimated solely for purposes of computing the registration fee.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE>
INCORPORATION OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The Registrant hereby incorporates herein by reference the contents of its
Registration Statement on Form S-3 (Registration No. 333-2521), which was
declared effective by the Securities and Exchange Commission on May 2, 1996.
<PAGE>
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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on May 22, 1996.
TOSCO CORPORATION
*
By: -----------------------------------
THOMAS D. O'MALLEY
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
*
- ------------------------- Chairman of the Board of
THOMAS D. O'MALLEY Directors and Chief
Executive Officer May 22, 1996
*
- ------------------------- Principal Financial Officer
JEFFERSON F. ALLEN and Director May 22, 1996
*
- ------------------------- Principal Accounting Officer May 22, 1996
ROBERT I. SANTO
*
- ------------------------- Director May 22, 1996
JOSEPH B. CARR
*
- ------------------------- Director May 22, 1996
PATRICK M. DEBARROS
- ------------------------- Director , 1996
HOUSTON I. FLOURNOY
*
- ------------------------- Director May 22, 1996
CLARENCE G. FRAME
*
- ------------------------- Director May 22, 1996
EDMUND A. HAJIM
*
- ------------------------- Director May 22, 1996
JOSEPH P. INGRASSIA
*
- ------------------------- Director May 22, 1996
CHARLES J. LUELLEN
*By /s/ WILKES McCLAVE
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WILKES McCLAVE,
Attorney-in-Fact
II-1
<PAGE>
EXHIBIT INDEX
EXHIBIT
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5.1 -- Opinion of Stroock & Stroock & Lavan as to this legality of the Debt
Securities. Incorporated by reference to Exhibit 5.1 to the Registrant's
Registration Statement on Form S-3 (File No. 333-2521) filed on April
15, 1996.
23.1 -- Consent of Stroock & Stroock & Lavan (included in Exhibit 5.1).
23.2 -- Consent of Coopers & Lybrand L.L.P.
23.3 -- Consent of Coopers & Lybrand L.L.P.
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
of Tosco Corporation on Form S-3 (File No. 333-_____) of our report dated
January 25, 1996, except as to the information in Note 16, for which the date is
February 16, 1996, on our audits of the consolidated financial statements and
the financial statement schedule of Tosco Corporation as of December 31, 1995
and 1994, and for the years ended December 31, 1995, 1994 and 1993.
Coopers & Lybrand L.L.P.
Oakland, California
May 22, 1996
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Tosco Corporation on Form S-3 (File No. 333-_____) of our report dated June
14, 1995, on our audits of the consolidated financial statements of The Circle K
Corporation and subsidiaries ("Circle K") as of April 30, 1995 and 1994, and for
the year ended April 30, 1995 and for the period from July 27, 1993 (date of
inception) to April 30, 1994, and the consolidated statements of operations,
stockholders' equity, and cash flows of Circle K's predecessor and its
subsidiaries for the period from May 1, 1993 to July 26, 1993 and the year ended
April 30, 1993, which report is included in Tosco Corporation's Current Report
on Form 8-K, dated April 24, 1996. We also consent to the reference to our firm
under the caption "Experts."
COOPERS & LYBRAND L.L.P.
Phoenix, Arizona
May 22, 1996
