SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 30, 1996.
Tosco Corporation
(Exact name of registrant as specified in charter)
Nevada 1-7910 95-1865716
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
72 Cummings Point Road, Stamford, CT 06902
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 203-977-1000
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
On May 30, 1996, Tosco Corporation ("Tosco"), pursuant to an Agreement and
Plan of Merger dated as of February 16, 1996, as amended (the "Merger
Agreement"), by and among Tosco, The Circle K Corporation ("Circle K") and Tosco
Acquisition Sub, Inc., a wholly-owned subsidiary of Tosco ("Acquisition Sub"),
acquired Circle K by merger (the "Merger"). Pursuant to the Merger Agreement,
Acquisition Sub was merged into Circle K and Circle K became a wholly-owned
subsidiary of Tosco.
The total number of shares of Common Stock of Tosco issued in the
acquisition of Circle K was 6,492,085 shares, which includes the shares issued
pursuant to the Merger and the shares issued pursuant to the Stock Sale
Agreement described below. As the result of the Merger, Tosco agreed to issue
0.6162368 shares of its Common Stock for each of the 8,635,704 outstanding
shares of Circle K Common Stock at the time of the Merger, for an aggregate of
approximately 5,320,953 shares of Tosco Common Stock.
Immediately prior to the Merger, Tosco acquired, for a combination of
cash and Tosco Common Stock, 16,749,996 shares of Circle K Common Stock from
certain stockholders of Circle K pursuant to a Stock Sale Agreement dated
February 16, 1996, as amended, between Tosco and such stockholders (the "Stock
Sale Agreement"). Pursuant to the Stock Sale Agreement, Tosco issued an
aggregate of 1,171,132 shares of its Common Stock and paid $432,569,426 in cash.
Circle K is the largest operator of Company-owned convenience stores
in the United States and the second largest convenience store operator in the
country. Circle K operates or franchises approximately 2,500 stores in 28
states, primarily located in the "sunbelt" region of the United States.
The funds for the cash portion of the acquisition were obtained from a
combination of sources, including approximately $237 million net proceeds
received from a public offering of 7-5/8% Notes due 2006 of Tosco, borrowings
under Tosco's amended and restated revolving credit agreement among Tosco and a
group of bank lenders, for which The First National Bank of Boston acted as
agent (the "New Credit Agreement"), and Tosco's available cash. The New Credit
Agreement was entered into on April 8, 1996 and replaced Tosco's then existing
$450 million revolving credit agreement. The New Credit Agreement converted the
existing credit agreement, which was a secured, working capital revolving credit
agreement which permitted borrowings based on a borrowing base, to an unsecured
facility, without any borrowing base. The New Credit Agreement provides Tosco
with up to $600 million of revolving credit facilities (an amount which Tosco
believes is adequate to meet its liquidity demands) which is available to Tosco
for working capital and general corporate purposes.
The purchase price and all negotiations relating to the transaction
were on an arm's length basis. The assets acquired by Tosco will continue to be
used for the same purposes.
The foregoing description of the Merger is qualified in its entirety
by reference to the complete texts of the Merger Agreement and Stock Sale
Agreement, which were filed as exhibits to Tosco's Schedule 13D dated February
23, 1996.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Financial Statements
The financial statements of Circle K are incorporated herein by
reference to Tosco's Current Report on Form 8-K filed with the Securities and
Exchange Commission on April 25, 1996.
Pro Forma Financial Information
It is impracticable to file with this Report the pro forma financial
information required to be filed in connection with the Merger pursuant to
Article 11 of Regulation S-X. Such pro forma financial information will be filed
by amendment as soon as practicable and not later than 60 days after this Report
must be filed.
Exhibits
2.1 Agreement and Plan of Merger, dated as of February 16, 1996, among
Tosco, Acquisition Sub and Circle K. Incorporated by reference to
Exhibit 2 to Tosco's Schedule 13D dated February 23, 1996, filed with
respect to Circle K.
2.2 Stock Sale Agreement, dated as of February 16, 1996, among Tosco and
the selling stockholders of Circle K named therein. Incorporated by
reference to Exhibit 1 to Tosco's Schedule 13D dated February 23,
1996, filed with respect to Circle K.
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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
Dated: June 10, 1996 By:/s/ Jefferson F. Allen
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Jefferson F. Allen,
Executive Vice President and
Chief Financial Officer
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Exhibit Index
Exhibit No. Description Page No.
2.1 Agreement and Plan of Merger, dated
as of February 16, 1996, among Tosco,
Acquisition Sub and Circle K.
Incorporated by reference to Exhibit
2 to Tosco's Schedule 13D dated
February 23, 1996, filed with respect
to Circle K.
2.2 Stock Sale Agreement, dated as of
February 16, 1996, among Tosco and the
selling stockholders of Circle K named
therein. Incorporated by reference to
Exhibit 1 to Tosco's Schedule 13D dated
February 23, 1996, filed with respect
to Circle K.
