SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. ___ )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TOSCO CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)
(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
TOSCO CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 16, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Tosco
Corporation ("Tosco") will be held at The Fairmont Hotel, 950 Mason Street, San
Francisco, California on May 16, 1996 at 9:00 o'clock in the morning for the
following purposes:
I. To elect nine (9) Directors of Tosco.
II.To ratify and approve the appointment of
Coopers & Lybrand L.L.P. as independent accountants of Tosco for the fiscal
year ending December 31, 1996.
III. To transact such other business as may properly come before
the meeting, or any adjournment thereof.
Stockholders of record at the close of business on March 29, 1996 shall be
entitled to vote at and be present at the meeting.
By order of the Board of Directors,
Wilkes McClave III
Secretary
Dated: April 8, 1996
Stamford, Connecticut
IMPORTANT: PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ENCLOSED PROXY IN
THE POSTAGE-PAID ENVELOPE PROVIDED IN ORDER TO ASSURE THAT YOUR SHARES ARE
REPRESENTED AT THE MEETING. IF YOU ATTEND THE MEETING YOU MAY VOTE IN PERSON IF
YOU WISH TO DO SO EVEN THOUGH YOU HAVE SENT IN YOUR PROXY.
<PAGE>
TOSCO CORPORATION
PROXY STATEMENT
The accompanying Proxy is solicited by the Board of Directors of Tosco
Corporation, a Nevada corporation ("Tosco"), for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on May 16, 1996 at 9:00 a.m. at
The Fairmont Hotel, 950 Mason Street, San Francisco, California, or any
adjournment of the Annual Meeting, at which stockholders of record at the close
of business on March 29, 1996 shall be entitled to vote. The cost of
solicitation of proxies will be borne by Tosco. Tosco may use the services of
its Directors, officers, stockholders of record and others to solicit proxies,
personally or by mail or telephone. Arrangements may also be made with brokerage
houses and other custodians, nominees, fiduciaries and stockholders of record to
forward solicitation material to the beneficial owners of the stock held of
record by such persons. Tosco may reimburse such solicitors for reasonable
out-of-pocket expenses incurred by them in soliciting, but no compensation will
be paid for their services. Tosco has retained Hill and Knowlton, Inc. to assist
in the solicitation of proxies for a fee estimated at $12,000 plus out-of-pocket
expenses. Any Proxy granted as a result of this solicitation may be revoked at
any time before its exercise by granting a subsequently dated Proxy, by
attending the Annual Meeting and voting in person or by mailing a notice of
revocation to Tosco Corporation, 72 Cummings Point Road, Stamford, Connecticut
06902, Attention: Secretary.
The date of this Proxy Statement is the approximate date on which this
Proxy Statement and accompanying Proxy were first sent or given to stockholders.
The principal executive offices of Tosco are located at 72 Cummings Point
Road, Stamford, Connecticut 06902.
On March 29, 1996, Tosco had outstanding and entitled to vote with respect
to all matters to be acted upon at the Annual Meeting 37,126,228 shares of
Common Stock, par value $.75 per share ("Common Stock"). Each holder of Common
Stock will be entitled to one vote for each share of Common Stock held by such
holder. The presence of holders representing a majority of the outstanding
shares will constitute a quorum at the meeting. Abstentions are counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. Abstentions and broker non-votes are not counted in determining the
votes cast with respect to any of the matters submitted to a vote of
stockholders.
It is expected that the following business will be considered at the
Annual Meeting and action taken thereon:
I. ELECTION OF DIRECTORS
It is proposed to elect nine (9) Directors at the Annual Meeting to hold
office until the 1997 Annual Meeting of Stockholders and until their successors
are duly elected and qualify. It is intended that the accompanying form of Proxy
will be voted for the nominees set forth below, each of whom is presently a
Director of Tosco. To be elected as a Director, each nominee must receive the
affirmative vote of the holders of a plurality of the stock of Tosco voted for
Directors. If some unexpected occurrence should make necessary, in the Board of
Directors' judgment, the substitution of some other person or persons for any of
the nominees, shares will be voted for such other person or persons as the Board
of Directors may select. The Board of Directors is not aware that any nominee
will be unable or unwilling to serve as a Director. The following table sets
forth certain information with respect to each of the nominees.
<TABLE>
<CAPTION>
NOMINEES FOR ELECTION
SERVED AS A
NAME AGE DIRECTOR SINCE PRINCIPAL OCCUPATION AND POSITIONS HELD
<S> <C> <C> <C>
Jefferson F. Allen 50 1990 Executive Vice President and Chief Financial Officer
of Tosco since June 1990; Treasurer of Tosco from June 1990 to October
1995; various positions, including Chairman and CEO, with Comfed Bancorp,
Inc. and related entities from November 1988 to June 1990.
Joseph B. Carr 74 1993 Business Executive; Former Chairman & Chief Executive
Officer, Carr & McDonnell; Chairman Eurogolf Travel; Former Director, Allied
Irish Bank, The Friends Provident Insurance Company, and the British & Irish
Steampacket Company.
Patrick M. de Barros 51 1995 Director of Tosco since November 1995; Director of
Petrogal, Petroleos de Portugal, SA since July 1995; Chairman and Chief
Executive Officer of Argus Resources Ltd. since 1988 and Chairman of Fundacao
Monteiro de Barros and Protea Holdings Inc. since 1980; President and Chief
Executive Officer of SIGMOIL Resources from 1985 to 1988; Senior Vice President
of Phillip Brothers from 1975 to 1984; various positions, including General
Manager Supply, with Sociedade Nacional de Petroleos Petrogal (SONAP) from 1967
to 1975.
Houston I. Flournoy 66 1978 Special Assistant to the President for Governmental
Affairs, University of Southern California (USC), for a period in excess of five
years and Professor of Public Administration, USC, from 1976 to 1993.
Clarence G. Frame 77 1978 Business consultant; Chairman of the Board of
Directors of Tosco from 1984 to 1989; Chief Executive Officer of Tosco from
August 1986 to December 1989; President of Tosco from September 1986 to January
1987 and from June 1989 to October 1989.
Edmund A. Hajim 59 1991 Chairman and Chief Executive Officer of Furman Selz
Incorporated since October 1983; Managing Director and member of the Board of
Directors of Lehman Brothers Kuhn Loeb prior to 1983.
Joseph P. Ingrassia 71 1991 Petroleum consultant to E. T. Petroleum Inc. since January 1,
1992; Petroleum consultant to Saudi Petroleum
International Inc. from 1988 to 1992; Managing
Director Norbec Ltd. from 1983 to 1988.
Charles J. Luellen 66 1992 Retired Executive; President and Chief Operating Officer of Ashland
Inc. from March 1986 to January 1992.
Thomas D. O'Malley 54 1988 Chairman of the Board and Chief Executive Officer of
Tosco since January 1990; President of Tosco since 1993 and from October 1989 to
May 1990; Chairman and Chief Executive Officer of Argus Investments, Inc. since
July 1988 and Argus Energy Corporation since December 1987; Vice Chairman of
Salomon Inc. from 1983 to December 1986.
</TABLE>
Mr. de Barros is a director of Petrogal, Petroleos de Portugal: Grupo
Espirito Santo and of Telecel. Mr Flournoy is a director of Fremont General
Corporation and Lockheed Martin Corporation. Mr.Frame is a director of Chicago
Milwaukee Corporation, the Milwaukee Land Company, IPI Inc. and Independence One
and Voyageur Funds. Mr. Hajim is a director of NFO Corporation.
Tosco's Board of Directors has a Committee on Audit, Ethics and Conflicts
of Interest (the "Audit Committee"), consisting of Messrs. Carr, Flournoy,
Frame, Ingrassia and Luellen, a Compensation Committee consisting of Messrs.
Flournoy, Hajim and Luellen, an Executive Committee consisting of Messrs. Allen,
Ingrassia, and O'Malley, a Business Affairs Committee consisting of Messrs.
Carr, de Barros, Ingrassia, Luellen and O'Malley, a Government & Regulatory
Affairs Committee consisting of Messrs. Flournoy, Frame and Allen and a
Nominating Committee consisting of Messrs. de Barros, Hajim, Ingrassia and
O'Malley. The Audit Committee's functions include recommending to the Board of
Directors the engaging and discharging of the independent accountants, reviewing
with the independent accountants the plan and results of the audit engagement,
reviewing the scope and results of Tosco's procedures for internal auditing,
reviewing the independence of the accountants and reviewing the adequacy of
Tosco's system of internal accounting controls. The Compensation Committee is
responsible for reviewing and setting the compensation of Tosco's management,
and considering, recommending and administering its cash incentive and long-term
stock incentive plans. The Nominating Committee's functions include reviewing
potential nominees for the Board of Directors and recommending the annual slate
of nominees for election to the Board of Directors.
During 1995, there were seven meetings of the Board of Directors, five
meetings of the Audit Committee, seven meetings of the Compensation Committee
and two meetings of the Nominating Committee. During 1995, each of the Directors
then in office attended in excess of 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings of all
committees on which he served.
Tosco is not aware of any family relationship between any Director or
executive officer.
STOCK OWNERSHIP OF OFFICERS AND DIRECTORS
The following table sets forth the number of shares of Common Stock of
Tosco beneficially owned by each Director, by each of the five most highly
compensated executive officers and by all executive officers and Directors as a
group at March 1, 1996, and the percentage of the outstanding shares of Common
Stock so owned by each Director, executive officer, and such group.
Amount and
nature of
beneficial Percent of
Name Ownership Class
- ---- --------- -----
Jefferson F. Allen 240,349 (1) *
Joseph B. Carr 24,000 (2) *
Patrick M. de Barros 240,554 (3) *
Houston I. Flournoy 24,516 (4) *
Clarence G. Frame 35,216 (5) *
Edmund A. Hajim 30,000 (6) *
Joseph P. Ingrassia 24,500 (7) *
Robert J. Lavinia 147,500 (8) *
Charles J. Luellen 25,000 (9) *
Thomas D. O'Malley 1,589,451 (10) 4.23%
Dwight L. Wiggins 137,900 (11) *
All executive officers
and Directors
(16 persons, including
those listed above) 2,962,740 (12) 7.66%
- -------------------------
* Represents less than 1% of the outstanding shares of Common Stock.
(1) Consists of 5,349 shares of Common Stock, options to purchase 165,000 shares
of Common Stock under the 1989 Stock Incentive Plan (the "1989 Plan"), and
options to purchase 70,000 shares of Common Stock under the 1992 Stock Incentive
Plan (the "1992 Plan").
(2) Consists of options to purchase 24,000 shares of Common Stock under the
1989 Plan.
(3) Consists of 216,554 shares of Common Stock owned by a Trust of which Mr. de
Barros is a beneficiary, and options to purchase 18,667 and 5,333 shares of
Common Stock under the 1989 Plan and the 1992 Plan, respectively.
(4) Consists of 516 shares of Common Stock and options to purchase 24,000
shares of Common Stock under the 1989 Plan.
(5) Consists of 11,216 shares of Common Stock and options to purchase 24,000
shares of Common Stock under the 1989 Plan.
(6) Consists of 6,000 shares of Common Stock and options to purchase 24,000
shares of Common Stock under the 1989 Plan.
(7) Consists of 500 shares of Common Stock and options to purchase 24,000
shares of Common Stock under the 1989 Plan.
(8) Consists of options to purchase 25,000 and 122,500 shares of Common Stock
under the 1989 Plan and the 1992 Plan, respectively.
(9) Consists of 1,000 shares of Common Stock and options to purchase 24,000
shares of Common Stock under the 1989 Plan.
(10) Consists of 957,236 shares of Common Stock, options to purchase 350,000 and
100,000 shares of Common Stock under the 1989 Plan and the 1992 Plan,
respectively, and 9,999 shares of Common Stock owned by Mr. O'Malley's wife. In
addition, the shares listed in the table include 73,865 shares held by Argus
Energy Corporation and 98,351 shares held by Argus Investments, Inc., of which
Mr. O'Malley is the sole shareholder. Mr. O'Malley disclaims beneficial
ownership of the 9,999 shares of Common Stock owned by his wife.
(11) Consists of 400 shares of Common Stock and options to purchase 25,000 and
112,500 shares of Common Stock under the 1989 Plan and the 1992 Plan,
respectively.
(12) Consists of 1,403,907 shares of Common Stock and options to purchase
891,667 and 667,166 shares of Common Stock under the 1989 Plan and the 1992
Plan, respectively.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires Tosco's
Directors, executive officers and holders of more than 10% of Tosco's Common
Stock to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of Tosco. Peter A. Sutton, a Vice President of Tosco, failed to
report on Form 4 one transaction, which transaction was reported instead on Form
5.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The summary Compensation Table shows certain compensation information
for Thomas D. O'Malley, the Chief Executive Officer of Tosco, and for the four
other most highly compensated executive officers of Tosco for the year ended
December 31, 1995. The information includes the dollar amount of salaries,
bonuses and other compensation for these officers as well as the number of stock
options granted.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
AWARDS PAYOUTS
OTHER
ANNUAL RESTRICTED ALL OTHER
COMPEN- STOCK OPTIONS LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARD(S) /SARS PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) (#) ($) ($)
- ------------------ ---- --------- --------- ------- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas D. O'Malley 1995 550,000 1,451,799 50,000 69,734 (1)
Chairman, CEO and 1994 500,000 975,000 25,000 83,604 (2)
President 1993 500,000 1,526,000 25,000 82,159 (3)
Jefferson F. Allen 1995 325,000 635,162 40,000 46,323 (1)
Executive Vice President 1994 300,000 438,750 15,000 54,328 (2)
and Chief Financial 1993 300,000 687,000 15,000 55,862 (3)
Officer
James M. Cleary 1995 325,000 254,065 35,000 106,584 (1)
Senior Vice President 1994 300,000 146,250 10,000 36,973 (2)
1993 300,000 424,688 12,000 40,452 (3)
Robert J. Lavinia 1995 325,000 650,900 (4) 35,000 10,452 (1)
Executive Vice President 1994 300,000 886,750 (4) 25,000 134,621 (2)
1993 300,000 299,453 75,000 50,702 (3)
Dwight L. Wiggins 1995 325,000 681,000 50,000 10,148 (1)
Executive Vice President 1994 300,000 146,250 25,000 9,825 (2)
1993 300,000 399,453 50,000 10,898 (3)
- --------------
1 All other compensation consists of the following: (a) contributions pursuant to
Tosco's Capital Accumulation Plan for Messrs. Allen, Cleary, Lavinia, O'Malley
and Wiggins in the amounts of $17,256, $12,000, $9,756, $17,256 and $9,000,
respectively, (b) the value of certain premiums paid by Tosco under a split
dollar life arrangement for Messrs. Allen, Cleary and O'Malley in the amounts of
$26,619, $17,694 and $50,030 respectively, (c) group term life insurance
benefits of $2,448, $1,479, $696, $2,448 and $1,148 for Messrs. Allen, Cleary,
Lavinia, O'Malley and Wiggins, respectively, and (d) a $75,411 relocation
allowance for Mr. Cleary.
2 All other compensation consists of the following: (a) contributions pursuant
to Tosco's Capital Accumulation Plan for Messrs. Allen, Cleary, Lavinia,
O'Malley and Wiggins in the amounts of $17,255, $12,000, $9,755, $17,255 and
$9,429, respectively, (b) the value of certain premiums paid by Tosco under a
split dollar life arrangement for Messrs. Allen, Cleary and O'Malley in the
amounts of $35,768, $23,668 and $64,189, respectively, (c) group term life
insurance benefits of $1,305, $1,305, $696, $2,160 and $396 for Messrs. Allen,
Cleary, Lavinia, O'Malley and Wiggins, respectively, and (d) a $124,170
relocation allowance for Mr. Lavinia.
3 All other compensation consists of the following: (a) contributions pursuant to
Tosco's Capital Accumulation Plan for Messrs. Allen, Cleary, Lavinia, O'Malley
and Wiggins in the amounts of $22,259, $17,295, $8,007, $22,259 and $10,611,
respectively, (b) the value of certain premiums paid by Tosco under a split
dollar life arrangement for Messrs. Allen, Cleary and O'Malley in the amounts of
$32,298, $21,852 and $57,740, respectively, (c) group term life insurance
benefits of $1,305, $1,305, $1,305, $2,160 and $287 for Messrs. Allen, Cleary,
Lavinia, O'Malley and Wiggins, respectively, and (d) a $41,390 relocation
allowance for Mr. Lavinia.
4 Mr. Lavinia's bonus for 1995 and 1994 includes a
$100,000 and $250,000 employment bonus, respectively, in connection with his
employment as president of Tosco Northwest Company.
</TABLE>
AGREEMENTS WITH OFFICERS AND DIRECTORS
Tosco has severance agreements (the "Agreements") with Messrs. Cleary,
Lavinia and Wiggins, which provide that if an executive's employment is
terminated by Tosco without cause, or upon a change of control of Tosco, or is
terminated by the executive for good reason, as all such terms are defined in
the Agreements and as set forth below, then the executive shall be entitled to a
lump sum severance payment and all of the terminated executive's options or
restricted shares, if any, which are not then vested shall vest immediately and
all such restrictions shall lapse. In the event of a Change of Control, Tosco
may elect to continue the executive's employment for a specified period. If
Tosco elects to continue the executive's employment, but the executive refuses
such employment, then the executive will not receive any lump sum payment. If
Tosco elects to continue the executive's employment and the executive agrees,
then at the expiration of the specified period Tosco will pay the executive 75%
of the lump sum payment if Tosco and the executive are unable to agree as to
further employment. The lump sum severance payments for Messrs. Cleary and
Lavinia are 24 months of their base salary at the time of termination and for
Mr. Wiggins is 36 months of his base salary at the time of termination, dropping
to 24 months of his base salary on the third anniversary of the agreement.
Effective February 16, 1996, Mr. Cleary resigned from his position with the
Company. Twenty-four months of his base salary is equal to $700,000. At March 1,
1996, and based upon salary levels currently in effect, in the event Tosco had
caused their employments to be terminated or upon a change of control, Messrs.
Lavinia, and Wiggins each would have been entitled pursuant to the Agreements to
receive a lump sum of approximately $800,000, together with the accelerated
vesting of their options. The Agreements have a one-year term, but will be
automatically renewed for successive one-year terms unless Tosco notifies the
executive at least six months prior to any renewal date. Such notification by
Tosco shall entitle the executive to terminate his employment for Good Reason
and shall be deemed to be a termination without Cause if the executive's
employment terminates before the end of the Agreement. The Agreements further
provide that under certain circumstances payments thereunder are subject to
reduction in order to ensure that such payments (including any other payments
pursuant to any other plans, arrangements or agreements with Tosco) will be
deductible by Tosco under the Internal Revenue Code of 1986, as amended (the
"Code"), and will not be deemed to be excess parachute payments under the Code.
Such reduction in payments may be waived by the Board of Directors. As used in
the Agreements, the following terms generally have the following meanings: Cause
means material and intentional failure to perform his duties, fraud,
misappropriation of property or intentional damage to Tosco's property; Good
Reason means a reduction in base annual compensation or a significant reduction
in the nature of employment; and Change in Control means a person or group of
persons become the beneficial owner of more than 50% of Tosco's Common Stock,
stockholders approve a merger of Tosco into another entity or a change in the
composition of a majority of the members of the Board of Directors.
In May 1990 Tosco entered into Agreements with Messrs. O'Malley and Allen
which provide for a lump sum payment equal to 24 months of their annual
compensation (including a monthly amount equal to the average of bonuses paid
during the previous three years), at the time of termination. Effective December
1992, such Agreements were amended to reduce the applicable payment to 30 months
of base salary (excluding bonuses). The Agreements of Messrs. Allen and O'Malley
were restated effective January 1993. At March 1, 1996, and based on salary
levels currently in effect, Messrs. Allen and O'Malley would have been entitled
pursuant to their Agreements to receive lump sums of approximately $1,000,000
and $1,500,000, respectively, together with the accelerated vesting of their
options.
In 1995, each Director who was not also an officer of Tosco was paid a fee
of $30,000 per year (or pro rata portion thereof for period of service as a
Director) plus $1,000 for each Board of Directors meeting attended and $1,000
for each committee meeting attended, provided such committee meeting was not
held on the same day as a Board of Directors meeting.
In 1991, Tosco created the Directors' Charitable Award Program (the
"Program"), which allows each Director to recommend a donation to educational
institutions and/or charitable organizations designated by them. The Program is
funded by joint life insurance policies of which Tosco is the sole owner and
beneficiary, with each policy insuring the lives of two eligible Directors.
Tosco pays all premiums due and at the time of the death of the second of the
two Directors, receives a tax-free death benefit of approximately $2 million,
thereby recovering the costs of the Program. Tosco will make charitable
contributions in the name of each Director, within ten years following the first
Director's death, to the institution(s) designated by the Director. The
Directors may recommend one organization to receive a donation of $1 million, or
two or more organizations to receive $1 million in the aggregate.
After five years of service as a Director, Tosco Directors who are not
employees are eligible to participate in a retirement plan. The Plan generally
provides that upon the later of age 65 or retirement, an annual retirement
benefit equal to annual retainer fees in effect at the time of retirement will
be paid. One year of retirement payments for each year of Board service, up to a
maximum of 20 years, is provided. Upon the Director's death, remaining payments
will continue to the spouse during the period of her life, subject to the
maximum set forth above. A Director may elect to receive such retirement
benefits as an actuarially equivalent lump sum.
In 1996, Tosco adopted a mandatory retirement policy for Directors. The
policy requires Directors to retire upon the completion of the annual term of
office during which the Director's seventy-fifth birthday occurs. For Directors
serving at the time of adoption of the policy who were or would be seventy-five
years of age prior to the 1996 Annual Meeting of Stockholders, mandatory
retirement will occur at or prior to the 1997 Annual Meeting.
PENSION PLANS
The following table shows the estimated annual benefits payable to
participants upon retirement under the Tosco Pension Plan (the "Pension Plan").
The covered compensation consists of the salary, but not the bonus, reported in
the Summary Compensation Table. Of Tosco's five highest paid executives, Messrs.
Cleary, Lavinia and Wiggins are participants in the Pension Plan.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
ESTIMATED ANNUAL RETIREMENT BENEFITS
FINAL __________ __YEARS OF SERVICE_____________
3-YEAR
AVG. COMP. 10 15 20 25 30 35
<S> <C> <C> <C> <C> <C> <C>
$300,000 $32,992 $50,870 $68,748 $86,508 $103,207 $120,000
350,000 32,992 50,870 68,748 86,508 103,207 120,000
400,000 32,992 50,870 68,748 86,508 103,207 120,000
450,000 32,992 50,870 68,748 86,508 103,207 120,000
500,000 32,992 50,870 68,748 86,508 103,207 120,000
550,000 32,992 50,870 68,748 86,508 103,207 120,000
600,000 32,992 50,870 68,748 86,508 103,207 120,000
</TABLE>
For 1993, no more than $235,840 of cash compensation, excluding bonuses,
may be taken into account in calculating benefits payable under the Pension
Plan. The cash compensation limit was reduced to $150,000 in 1994 and 1995 by
federal law but accrued benefits as of December 31, 1993 are not affected.
Benefits shown in the table are single life annuities payable at age 65. Pension
benefits, which are integrated with Social Security benefits, will be reduced
for amounts payable under prior Tosco pension plans or predecessor employer
plans. Messrs. Cleary, Lavinia and Wiggins have 15, 3, and 30 years of credited
service under the Pension Plan.
In 1990, Tosco adopted a Senior Executive Retirement Plan ("SERP") to
provide retirement benefits to selected senior executives and their
beneficiaries. Messrs. Allen, Cleary, Lavinia, O'Malley and Wiggins are eligible
for benefits under the SERP. The table that follows shows the estimated annual
benefits payable under the SERP.
<TABLE>
<CAPTION>
SERP TABLE
FINAL _____________YEARS OF SERVICE_____________
3-YEAR
AVG. COMP. 10 15 20 25 30 35
<S> <C> <C> <C> <C> <C> <C>
$300,000 $135,000 $180,000 $180,000 $180,000 $180,000 $180,000
350,000 157,500 210,000 210,000 210,000 210,000 210,000
400,000 180,000 240,000 240,000 240,000 240,000 240,000
450,000 202,500 270,000 270,000 270,000 270,000 270,000
500,000 225,000 300,000 300,000 300,000 300,000 300,000
550,000 247,500 330,000 330,000 330,000 330,000 330,000
600,000 270,000 360,000 360,000 360,000 360,000 360,000
647,000 291,150 388,200 388,200 388,200 388,200 388,200
</TABLE>
Benefits shown are life annuities payable at age 65 and are based on a
percentage of eligible compensation. SERP benefits are reduced by the amount of
benefits payable under the Tosco Pension Plan, or, if applicable, certain
predecessor employer plans. Eligible compensation is the average of base pay
plus incentive compensation (limited to an aggregate maximum of $647,000 as
increased by the Consumer Price Index commencing January 1, 1995) during the
highest three-consecutive calendar years of employment after January 1, 1990.
Normal retirement age is 65 with early retirement benefits (reduced by 1% for
each year preceding age 65) commencing at age 55 and three years of service.
There is no reduction if age plus years of service equal or exceed 75 at date of
retirement.
Messrs. Allen, Cleary and O'Malley have six years of credited service
while Messrs. Lavinia and Wiggins each have two years of credited service under
the SERP as of December 31, 1995.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since 1987, Tosco has entered into indemnity agreements (the "Indemnity
Agreements") with its Directors and certain of its officers (collectively, the
"Indemnitees") which provide for Tosco to indemnify the Indemnitees against
expenses incurred by the Indemnitees in any proceedings which may be maintained
against them by reason of any action or omission to act by any Indemnitee in his
capacity as a Director, officer, employee, agent or fiduciary of Tosco. Tosco's
obligations are subject to certain limitations, including the limitation that no
payment will be made which is prohibited by applicable law. The Indemnity
Agreements provide for the advancement of expenses incurred by Indemnitees in
advance of the final disposition of any proceedings and require Tosco to
establish a trust (the "Trust") for the benefit of the Indemnitees. In the event
of a Change in Control (as defined in the Indemnity Agreements), Tosco will,
from time to time upon written request of an Indemnitee, fund the Trust in an
amount sufficient to satisfy any and all expenses reasonably anticipated to be
incurred in connection with any proceedings. Change in Control is defined to
include the following events: (a) Tosco would be required to report a change in
control under the Securities Exchange Act of 1934; (b) any person becomes the
beneficial owner of 20% or more of the voting power of Tosco's outstanding stock
without the approval of Tosco's Board of Directors; (c) Tosco is a party to a
merger, consolidation or sale of assets; (d) certain changes in the composition
of Tosco's Board of Directors; or (e) a person who owns 9.5% or more of the
voting power of Tosco's stock increases his beneficial ownership by 5% or more.
As of December 31, 1995, Tosco was obligated under a lease for
approximately 19,910 square feet of office space in a building in Stamford,
Connecticut owned by an entity in which Mr.O'Malley holds a minority economic
interest. The lease expires April 30, 2000 unless sooner terminated in
accordance with its terms. The total monthly base rent, excluding utilities,
paid by Tosco under the lease was approximately $32,518. The monthly rent was
determined to be generally at market rate for similar buildings and locations at
the time it was entered into and is at the lowest per square foot rate of any
tenants in the building for comparable space. Tosco may terminate its lease at
any time upon payment of specified amounts.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee, which consists of Messrs.
Flournoy, Hajim and Luellen, have entered into the Indemnity Agreements
discussed under "Certain Relationships and Related Transactions". The Indemnity
Agreements provide for Tosco to indemnify the Indemnitees against expenses
incurred by the Indemnitees in any proceedings which may be maintained against
them by reason of any action or omission to act by any Indemnitee in his
capacity as a Director, officer, employee, agent or
fiduciary of Tosco. Tosco's obligations are subject to certain limitations,
including the limitation that no payment will be made which is prohibited by
applicable law. The Indemnity Agreements provide for the advancement of expenses
incurred by Indemnitees in advance of the final disposition of any proceedings
and require Tosco to establish the Trust for the benefit of the Indemnitees. In
the event of a Change in Control (as defined in the Indemnity Agreements), Tosco
will, from time to time upon written request of any Indemnitee, fund the Trust
in an amount sufficient to satisfy any and all expenses reasonably anticipated
to be incurred in connection with any proceedings.
<TABLE>
<CAPTION>
OPTIONS GRANTS IN 1995
PERCENT OF
TOTAL
OPTIONS GRANT DATE
OPTIONS GRANTED TO EXERCISE VALUE (1)
GRANTED EMPLOYEES PRICE EXPIRATION GRANT DATE
NAME (#) IN 1995 ($/SH) DATE(2) PRESENT VALUE
<S> <C> <C> <C> <C> <C>
Thomas D. O'Malley 25,000 3.84% $29.1875 January 16, 2005 $190,753
25,000 3.84% $32.6250 June 8, 2005 $201,713
Jefferson F. Allen 15,000 2.30% $29.1875 January 16, 2005 $114,450
25,000 3.84% $32.6250 June 8, 2005 $201,713
James M. Cleary 10,000 1.53% $29.1875 January 16, 2005 $ 76,301
25,000 3.84% $32.6250 June 8, 2005 $201,713
Robert J. Lavinia 10,000 1.53% $29.1875 January 16, 2005 $ 76,301
25,000 3.84% $32.6250 June 8, 2005 $201,713
Dwight L. Wiggins 25,000 3.84% $29.1875 January 16, 2005 $190,753
25,000 3.84% $32.6250 June 8, 2005 $201,713
(1) The grant date present value per option was calculated using a modified
Black Scholes American Options Pricing Model, then adjusted to reflect the risk
of forfeiture. Assumptions underlying the Black-Scholes valuation were as
follows:
1- Expected Time to Exercise = 5.752 years, based on option vesting periods
(3 years for all 1995 grants) plus 2.752 years (the average duration between the
time employee options became exercisable and actual exercise by the option
holders during 1990 - 1995);
2- Expected Dividend Yield = 2.07% for options granted on January 17 and
1.969% for June 9 option grants, based on an expected annual cash dividend
divided by the stock price on the date of grant;
3- Risk-free rate of return = 7.695% for options granted on January 17 and
6.284% for June 9, based on grant date U.S. government bond interest rates
reported by the U.S. Federal Reserve, adjusted to reflect a 5.752 year time to
maturity;
4- Expected Volatility = 29.09%, the standard deviation of Tosco
Corporation common stock during 1991 - 1995. Based on these inputs, the
Black-Scholes value per option was $10.0117 for options granted on January 17
and $10.5869 for options granted on June 9. These values were then adjusted for
the risk of forfeiture. The forfeiture risk factor applied to the Black-Scholes
values was 76.21%; i.e., the Black-Scholes values were multiplied by 76.21%
before the values shown were calculated. This figure reflects an average annual
forfeiture of 4.61% of all options outstanding, compounded over the 5.752 year
expected time to exercise. 4.61% was the annualized weighted-average occurrence
of cancellations for Tosco employee options during 1991 - 1995.
(2)These options may not be exercised prior to one year from the date of grant
and may be exercised 33 1/3% per year thereafter, subject to acceleration upon
the occurrence of certain events.
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN 1995 AND DECEMBER 31, 1995 OPTION/SAR VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY
SHARES OPTIONS/SARS AT OPTIONS/SARS AT
ACQUIRED DECEMBER 31, 1995 DECEMBER 31, 1995
NAME ON EXERCISE VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C> <C> <C>
Thomas D. O'Malley 350,000 75,000 $ 5,224,776 $ 645,844
Jefferson F. Allen 165,000 55,000 2,402,625 442,498
James M. Cleary 30,100 $573,781 76,333 45,667 1,104,380 341,544
Robert J. Lavinia 58,332 76,668 853,106 764,391
Dwight L. Wiggins 41,667 83,333 621,866 782,818
------------- ----------- ----------- ---------
691,332 335,668 $10,206,753 $2,977,095
=========== ========== =========== ==========
</TABLE>
TOSCO PERFORMANCE
The following graph show a five-year comparison of cumulative total
returns for Tosco, the Standard & Poor's ("S&P") 500 Composite Stock Price Index
and an index of peer companies selected by Tosco. The graph assumes that the
value of the investment in Tosco's Common Stock and each index was $100 at
January 1, 1991 and that all dividends were reinvested.
COMPARISION OF FIVE-YEAR TOTAL RETURN TOSCO,
INDUSTRY PEER GROUP, AND S&P 500
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
1990 1991 1992 1993 1994 1995
TOSCO $100.00 $175.69 $144.28 $209.84 $214.26 $285.95
PEER GRP. $100.00 $126.64 $108.60 $132.32 $132.59 $149.36
S&P 500 $100.00 $130.48 $140.46 $154.62 $156.66 $215.54
</TABLE>
Peer Group includes Ashland, Crown Central, Diamond Shamrock, Tesoro
Petroleum, and Valero Energy. Assumes $100 invested1/1/91 in Tosco common stock,
an index of stock in Peer Group companies (weighted by market capitalization)
and the S&P 500 Index. Assumes reinvested dividends. Fiscal year ends December
31.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee, which consists entirely of Directors who are not
employees of Tosco, reviews and approves all remuneration arrangements for
Tosco's executive officers, Directors and certain other employees, and reviews
and approves compensation plans in which officers and employees are eligible to
participate. The Committee met seven times during 1995. Tosco's philosophy for
compensating executive officers is that a substantial portion of the
executive's
compensation should be incentive based and determined by Tosco's and the
executive's performance. The policy is designed to attract, reward, motivate and
retain key executives who are capable of achieving Tosco's objectives in a
highly competitive industry.
Tosco's executive compensation program consists of the following key
elements: salary based on the Committee's assessment of the individual's level
of responsibility, performance, and contributions to Tosco; an annual bonus that
is directly related to the performance of the executive's business unit and
Tosco as a whole; and grants of stock options designed to motivate individuals
to enhance the long-term value of Tosco's stock. The Committee does not allocate
a fixed percentage of compensation to each of these three elements, nor does the
Committee use specific qualitative or quantitative measures or factors in
assessing individual performance, except with respect to the award of bonuses as
described below.
The salaries of key executives and the incentive plans in which they
participate are reviewed annually by the Compensation Committee in light of the
Committee's assessment of individual performance, contribution to Tosco and
level of responsibility. The Committee generally assigns equal weight to each of
these factors. In particular, Mr. O'Malley's salary was reviewed in light of
the increased responsibilities of the Chief Executive Officer resulting from the
substantial growth and complexity of the Corporation since January 1992, the
date of his last increase. Effective July 1995, Mr. O'Malley's base salary was
increased from $500,000 to $600,000. The Committee believes Mr. O'Malley's
salary reflects his experience and personal contributions to Tosco's
performance. The base salaries of the four other most highly compensated
executive officers were also increased, in recognition of the increased
responsibilities or positions they have assumed, the time since their last
increase, and their individual job performance and contribution to Tosco.
During 1995 Tosco had four cash incentive plans for executive officers
(and certain other employees): the Tosco Refining Company Cash Incentive Plan
(the "Avon CIP") for those who work at the Avon Refinery; the Bayway Refining
Company Cash Incentive Plan (the "Bayway CIP") for those working for Tosco's
Bayway Refinery in Linden, New Jersey; the Tosco Northwest Company Cash
Incentive Plan (the "TNW CIP") for those working for Tosco's division based in
Seattle, Washington; and the Tosco Corporate Incentive Plan (the "Tosco
Corporate Plan"), generally a bonus plan for senior corporate executives who are
not participants in the Avon, Bayway, or TNW CIP. Messrs. Allen and O'Malley
participate only in the Tosco Corporate Plan. Mr. Cleary participated in the
Avon CIP, Mr. Wiggins participated in the Bayway CIP, and Mr. Lavinia
participated in the TNW CIP. A substantial portion of the annual bonus of each
of Messrs. Cleary, Lavinia and Wiggins is based directly on the earnings
performance of their individual business units, with the remaining portion based
on the Tosco Corporate Plan (in which they also participated), to foster
cooperation among Tosco's various business units. Their total bonuses are
determined in accordance with a formula and factors set by the Committee early
in the year. The plans provide that no bonuses are payable unless the interest
on Tosco's Mortgage Bonds is paid when due. The Avon, Bayway and TNW CIPs are
generally designed for members of middle and senior management of each
applicable business unit and set forth suggested awards which are computed as a
percentage of a participant's base salary, which percentage is dependent upon
the particular business unit's pre-tax income. The percentage for executive
officers who participate in such plans ranges from 0% to 75% of their base
salary, plus a percentage for each $1 million of earnings above a target level
for each business unit. The target level is set at the beginning of the year by
the Committee in light of each unit's annual budget and anticipated performance.
The CIPs provide that awards payable to senior management participants
in the CIPs are determined by the Compensation Committee. The Tosco Corporate
Plan provides for the payment of a bonus dependent on the per share (common
shares plus common share equivalents) pre-tax operating earnings ("OPEPS") of
Tosco. For 1995 no bonus was payable under the Tosco Corporate Plan unless OPEPS
exceeded $1.50. For each one dollar (and, on a pro-rata basis, for each fraction
thereof) of OPEPS over the first $1.50, a percentage of the executive's annual
base salary was paid as cash bonus. The hurdle rate is determined by the
Committee at the beginning of the year in light of the Corporation's annual
budget and anticipated performance. Annual bonus under the Tosco Corporate Plan
is computed in accordance with a formula, the variables of which are the amount
of OPEPS, if any, in excess of the hurdle rate and the individual's percentage
participation factor. The percentages for executive officers who participate in
the Tosco Corporate Plan range from 25% to 100% of their base salary. The
percentage for each executive officer is based on the Committee's assessment of
the officer's performance, contribution to Tosco and level of responsibility.
Messrs. Allen, Cleary, Lavinia, O'Malley and Wiggins were participants in the
Tosco Corporate Plan and the percentage applicable to each of them was 75, 25,
25, 100 and 25, respectively.
Tosco has several stock option plans which are designed to link the
interests of executive officers with Tosco's shareholders and provide such
executives with an equity interest in Tosco. The options are designed to enhance
shareholder values by benefiting executives only if other shareholders of Tosco
also benefit. The purpose of the plans is to encourage executives and others to
acquire larger stock ownership and proprietary interest in Tosco and thereby
stimulate the active interest of such persons in the development and financial
success of Tosco. All options granted in 1995 were granted at the fair market
value of Tosco Common Stock on the date of grant and become exercisable over
three years commencing one year from the date of grant, and only if the holder
is still employed by Tosco (with certain exceptions for severance agreements).
The number of options that the Compensation Committee grants to executive
officers is based on individual performance and level of responsibility. The
Committee generally assigns equal weight to these two factors. In addition, the
Committee also considers the number of options previously granted to and the
total number of options held by such officers. Stock options were the only
long-term incentives granted to executive officers in 1995. Since stock options
are tied to the future performance of Tosco's Common Stock, they will provide
value only if the price of Tosco Common Stock exceeds the exercise price of the
options. There is no relationship between the future performance of Tosco and
the number of stock options granted.
Mr. O'Malley's compensation for 1995 was based on the same performance and
other criteria as summarized in the preceding paragraphs relative to all
executive officers.
In 1993, the tax laws were amended to limit the deduction a publicly held
company is allowed for compensation paid to the chief executive officer and to
the four other most highly compensated executive officers. Generally, amounts
paid in excess of $1 million, other than performance-based compensation, may not
be deducted. In order to be considered performance-based compensation, one of
the criteria imposed by the tax law is that the plan relating to such
compensation must be approved by a company's stockholders. The Tosco Corporate
Plan was approved by Tosco's stockholders in 1994.
COMPENSATION COMMITTEE
Houston I. Flournoy
Edmund A. Hajim
Charles J. Luellen
II. APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors of Tosco, upon recommendation of the Audit
Committee, has selected Coopers & Lybrand L.L.P. as the independent accountants
of Tosco for 1996. Coopers & Lybrand L.L.P. has acted in such capacity since
1977. Stockholders are requested to ratify and approve such appointment. A
representative of Coopers & Lybrand L.L.P. is expected to be present at the
meeting with the opportunity to make a statement if he or she so desires and to
respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION AND APPROVAL OF
THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS TOSCO'S AUDITORS.
OTHER MATTERS
<TABLE>
<CAPTION>
CERTAIN SECURITY HOLDINGS
At December 31, 1995, to the knowledge of Tosco, from Statements on
Schedule 13G provided to Tosco, beneficial owners of more than 5% of any class
of the outstanding voting securities of Tosco were as follows:
AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
TITLE OF CLASS NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP* OF CLASS
<S> <C> <C> <C>
Common Stock Tiger Management Corporation 5,933,900 16.01%
Panther Partners, L.P. shares (1)
Panther Management Company, L.P.
Julian H. Robertson, Jr.
101 Park Avenue
New York, New York 10178
Common Stock Spears, Benzak, Salomon & Farrell, Inc. 2,021,102 5.45%
45 Rockefeller Plaza shares (2)
New York, New York 10111
Common Stock MacKay-Shields Financial Corporation 2,001,225 5.40%
9 West 57th Street shares (3)
New York, New York 10019
- ---------------------
* The beneficial owner of such shares reports that it has sole voting and
investment power with respect to such securities, except where otherwise
indicated.
(1) According to a Statement on Schedule 13G filed with the Commission on
February 12, 1996, (i) Tiger Management Corporation, an investment adviser
registered under Section 203 of the Investment Advisers Act
of 1940, reported beneficial ownership of 5,580,500 shares; (ii) Panther
Partners, L.P., an investment company registered under Section 8 of the
Investment Company Act, reported beneficial ownership of 313,400 shares; (iii)
Panther Management Company, L.P., an investment adviser registered under Section
203 of the Investment Advisers Act of 1940, reported beneficial ownership of
313,400 shares; and (iv) Julian H. Robertson, Jr. reported beneficial ownership
of 5,933,900 shares. Julian H. Robertson, Jr. is the ultimate controlling person
of Tiger Management Corporation and Panther Management Company, L.P. Other
persons are known to have the right to receive dividends from, or proceeds from,
the sale of such shares. The interest of one such person, The Jaguar Fund N.V.,
a Netherlands Antilles corporation, is more than 5%.
(2) According to a Statement on Schedule 13G filed with the Commission on
February 5, 1996, voting power with respect to such shares is held by the
individual clients of Spears, Benzak, Salomon & Farrell, Inc.
(3) According to a Statement on Schedule 13G filed with the Commission on
February 13, 1996, voting power with respect to such shares is held by the
individual clients of MacKay-Shields Financial Corporation.
</TABLE>
Tosco received other Statements on Schedule 13G that reported
shareholdings in Tosco Corporation Common Stock under 5% as of December 31,
1995.
MISCELLANEOUS
Proposals of stockholders intended to be presented at Tosco's 1997 Annual
Meeting of Stockholders must be received by Tosco on or prior to December 10,
1996, to be eligible for inclusion in Tosco's Proxy Statement and form of Proxy
to be used in connection with the 1997 Annual Meeting.
The By-Laws of Tosco currently provide that nominations for the election
of Directors may be made by a shareholder entitled to vote for the election of
Directors provided that (a) such shareholder delivers written notice by first
class mail to the Secretary of Tosco not less than 14 days nor more than 50 days
prior to any meeting of the shareholders called for the election of Directors
(if less than 21 days' notice of the meeting is given to shareholders, the
shareholder's written notice may be delivered to the Secretary of Tosco not
later than the close of the seventh day following the day on which notice of the
meeting was mailed to shareholders); and (b) such written notice contains
background information as to each nominee, including (i) the name, age, business
address and, if known, residence address of each nominee proposed in such
notice, (ii) the principal occupation or employment of each nominee, (iii) the
number of shares of stock of Tosco beneficially owned by each nominee, and (iv)
any information with respect to each nominee's affiliation with a competitor of
Tosco.
Registered stockholders attending the meeting may be asked for
identification. If you are a beneficial owner of Tosco stock held by a bank or
broker ("in street name"), you will need proof of ownership to be admitted to
the meeting. A recent brokerage statement or letter from the broker or bank
indicating you are an owner as of the record date are examples of proof of
ownership.
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the meeting is
that hereinabove set forth. If any other matter or matters are properly brought
before the meeting, or any adjournment thereof, it is the intention of the
persons named in the accompanying form of Proxy to vote the Proxy on such
matters in accordance with their judgment.
Wilkes McClave III
Secretary
Dated: April 8, 1996
<PAGE>
TOSCO CORPORATION
ANNUAL MEETING OF STOCKHOLDERS MAY 16, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking any proxy heretofore given, hereby appoints
Thomas D. O'Malley, Jefferson F. Allen and Wilkes McClave III, or any of them,
proxies of the undersigned, with full power of substitution, with respect to all
of the shares of stock of TOSCO CORPORATION ("Tosco") which the undersigned is
entitled to vote at Tosco's Annual Meeting of Stockholders to be held on
Thursday, May 16, 1996, and at any adjournment thereof.
(CONTINUED, AND TO BE MARKED, DATED AND SIGNED ON THE REVERSE SIDE)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL I AND FOR PROPOSAL II.
I. ELECTION OF DIRECTORS: To elect the following nominees for Director
listed below for a term of one year. Jefferson F. Allen, Joseph B. Carr, Patrick
M. de Barros, Houston I. Flournoy, Clarence G. Frame, Edmund A. Hajim, Joseph P.
Ingrassia, Charles J. Luellen, Thomas D. O'Malley.
FOR ALL [ ] WITHHELD [ ]
WITHHELD FOR (WRITE THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.)
-------------------------------------------
II. PROPOSAL TO RATIFY AND APPROVE THE APPOINTMENT OF COOPERS & LYBRAND
L.L.P. AS INDEPENDENT AUDITORS OF TOSCO FOR THE FISCAL YEAR ENDING DECEMBER 31,
1996.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
III. IN THEIR DISCRETION, UPON ANY OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Receipt of the Notice of Annual Meeting and of the Proxy Statement and
Annual Report to Stockholders of Tosco is hereby acknowledged.
Dated ____________________, 1996
___________________________(L.S.)
(Signature of Stockholder)
___________________________(L.S.)
(Signature of Stockholder)
Your signature should appear the
same as your name appears hereon. If
signing as attorney, executor,
administrator, trustee or guardian,
please indicate the capacity in
which signing. When signing as joint
tenants, all parties to the joint
tenancy must sign. When the proxy is
given by a corporation, it should be
signed by an authorized officer.
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
