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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __) *
TOSCO CORPORATION
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
891490 30 2
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(CUSIP Number)
Joseph A. Householder
Union Oil Company of California
2141 Rosecrans Avenue, Suite 4000
El Segundo, CA 90245
Telephone No. (310) 726-7600
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 31, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 6 Pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
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Page 2 of 6
SCHEDULE 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Union Oil Company of California, a California corporation
95-1315450
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
5 REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
California Corporation
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
14,092,482
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,092,482
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,092,482
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.71%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6
SCHEDULE 13D
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
UNOCAL CORPORATION, a Delaware corporation
95-3825062
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
00
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
5 REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware Corporation
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SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
14,092,482
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
14,092,482
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,092,482
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
9.71%
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TYPE OF REPORTING PERSON*
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 4 of 6
ITEM 1. SECURITY AND ISSUER
-------------------
This statement relates to the Common Stock of Tosco Corporation
("Tosco"), whose principal executive offices are located at 72
Cummings Point Road, Stamford, Connecticut 06902
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
a. Name: Union Oil Company of California, a
California corporation ("Union")
b. Principal Business: Oil and gas exploration and production
c. Principal Business
Address: 2141 Rosecrans Avenue, Suite 4000
El Segundo, CA 90245
a. Name: Unocal Corporation, a Delaware corporation
("Unocal")
b. Principal Business: Holding Company
c. Principal Business
Address: 2141 Rosecrans Avenue, Suite 4000
El Segundo, CA 90245
d. During the past five years, Unocal, through its operating
subsidiary, Union Oil Company of California, has been convicted of a number of
misdemeanor criminal violations. These cases usually involved minor violations
of state or local enviornmental laws. However, two of these misdemeanor
convictions were significant. In 1994, Union plead no contest to a number of
misdemeanor violations of California statutes which prohibit the discharge of
petroleum into the environment. The case was filed in Municipal Court for the
County of San Luis Obispo, California. Fines and civil penalties in excess of
$1,000,000 were paid to resolve the violations. On July 19, 1995, Union plead
no contest to a number of misdemeanor violations of Claifornia state laws which
prohibit the unlawful discharge of airborne contaminants into the environment.
The case was filed in Municipal Court for the County of Contra Costa,
California. A fine of $951,000 was paid to resolve the violations. In
addition, civil penalties in the amount of $2,050,000 were paid in a companion
civil case.
A wholly owned subsidiary of Unocal, Puregro, plead guilty in January
1993 in Federal District Court, San Diego, California, to one felony count for
illegal disposal of hazardous waste. Puregro paid a fine of $100,000, plus
costs in the amount of approximately $20,000.
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Page 5 of 6
e. To the best knowledge of Union and Unocal, as the case may be,
neither has been the subject of a civil judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws, during the last five years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
The aggregate amount of consideration used by Union to purchase the
14,092,482 Shares to which this statement relates was approximately
$400,000,000. The consideration was obtained from the sale of the business and
assets of Union's 76 Products Company business segment.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
The 14,092,482 Shares were received as partial consideration for the
sale of the business and assets of Union's 76 Products Company business segment.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
a. Amount Beneficially Owned: 14,092,482
Percent of Class: 9.71%
b. Union Oil Company of California is a wholly owned subsidiary of
Unocal Corporation, and therefore, Unocal may be deemed to control Union,
directing its investments and voting. Thus, the two entities share voting power
and investment power with respect to the Shares.
c. To the best knowledge of Union and Unocal as the case may
be, neither has effected any transactions in the Shares during the 60 days
prior to April 10, 1997, except as described herein.
d. Not applicable.
e. Not applicable.
ITEM 6 CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
------------------------------------------------------
Pursuant to the terms of a Stock Purchase and Shareholder Agreement
dated as of January 15, 1997, by and between Tosco and Union, as amended and
supplemented, Union has agreed to vote the Shares in proportion, for, against
and in abstention, to the votes of the other shareholders present at shareholder
meetings, if the vote relates to a matter on which the interests of Union and
the interests of the other shareholders are reasonably similar. In addition, if
any person solicits written consent for action from shareholders of Tosco, Union
has agreed to deliver
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Page 6 of 6
a written consent consenting to the action by a percentage of the Shares that is
equal to the percentage by which all other shares, not held by Union, consented
to the action. Further, Union has agreed to certain passivity provisions,
including its agreement not to sell, without the consent of Tosco, the Shares to
anyone who, after completion of such sale, would own more than 5% of the common
stock outstanding. Tosco has agreed to repurchase the Shares at various prices
if Tosco sells shares of its Common Stock in an underwritten public offering
under certain conditions. Finally, the agreement provides certain registration
rights with respect to the Shares.
ITEM 7 MATERIALS TO BE FILED AS EXHIBITS
---------------------------------
Exhibit A Agreement of Joint Filing
Exhibit B Stock Purchase and Shareholder Agreement, dated as of
January 15, 1997, by and between Tosco Corporation and
Union Oil Company of California, together with form of
Supplement No. 1 thereto (incorporated by reference to
Exhibit 2.2 to Unocal's Current Report on Form 8-K dated
December 16, 1996, and filed January 3, 1997, File No. 1-
8483).
Exhibit C Amendment No. 1 and Supplement, dated as of March 31,
1997, to Stock Purchase and Shareholder Agreement, dated
as of January 15, 1997, by and between Tosco Corporation
and Union Oil Company of California.
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: April 10, 1997 UNOCAL CORPORATION
UNION OIL COMPANY OF CALIFORNIA
By: /s/ Joseph A. Householder
--------------------------
Joseph A. Householder
Vice President, Tax
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EXHIBIT INDEX
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Exhibit
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Exhibit A Agreement of Joint Filing
Exhibit B Stock Purchase and Shareholder Agreement, dated as of January 15,
1997, by and between Tosco Corporation and Union Oil Company of
California, together with form of Supplement No. 1 thereto
(incorporated by reference to Exhibit 2.2 to Unocal's Current Report
on Form 8-K dated December 16, 1996, and filed January 3, 1997, File
No. 1-8483).
Exhibit C Amendment No. 1 and Supplement, dated as of March 31, 1997, to Stock
Purchase and Shareholder Agreement, dated as of January 15, 1997, by
and between Tosco Corporation and Union Oil Company of California.
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EXHIBIT A
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Agreement of Joint Filing
-------------------------
The undersigned hereby agree that they are filing jointly pursuant to
Rule 13d-1 of the Securities Exchange Act of 1934 the statement dated April 10,
1997, containing the information required by Schedule 13D, for the 14,092,482
Shares of the Common Stock of Tosco Corporation held by Union Oil Company of
California.
Dated April 10, 1997
UNOCAL CORPORATION
UNION OIL COMPANY OF
CALIFORNIA
By: /s/ Joseph A. Householder
Joseph A. Householder
Vice President, Tax
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________________________________________________________________________
AMENDMENT NO. 1 AND SUPPLEMENT
to
STOCK PURCHASE AND SHAREHOLDER AGREEMENT
dated as of January 15, 1997
By and Between
TOSCO CORPORATION
and
UNION OIL COMPANY OF CALIFORNIA
____________________________
March 31, 1997
____________________________
________________________________________________________________________
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AMENDMENT NO. 1 AND SUPPLEMENT
to
STOCK PURCHASE AND SHAREHOLDER AGREEMENT
THIS AMENDMENT NO. 1 and SUPPLEMENT (this "Amendment") to STOCK PURCHASE
AND SHAREHOLDER AGREEMENT is made as of the 31st day of March, 1997, between
UNION OIL COMPANY OF CALIFORNIA, a California corporation ("Union"), and TOSCO
CORPORATION, a Nevada corporation ("Tosco").
RECITALS
--------
WHEREAS, Union and Tosco have entered into that certain Stock Purchase
and Shareholder Agreement dated January 15, 1997 (the "Agreement") (capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to them in the Agreement), and
WHEREAS, the parties wish to amend the Agreement in certain
particulars and to supplement the terms thereof to provide for repurchase by
Tosco of the shares of Common Stock rather than registration and sale thereof,
all as more fully set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Market Price, Number of Shares, Etc.
------------------------------------
(a) For purposes of the Agreement, "Market Price" shall be $28.1625
per share, the total number of shares of Common Stock to be delivered pursuant
to the Agreement shall be 14,092,482 shares (the "Shares"), and the "Market
Value" of the Shares is $396,879,524.33.
2. Tosco Registration. Tosco has informed Union that it intends to
------------------
register under the Securities Act and sell for its own account in an
underwritten public offering on or about
May 1, 1997 approximately $700,000,000 in aggregate offering price of its
common stock (such registration and sale being herein called the
"Underwriting"). Tosco agrees to use its reasonable efforts to complete the
Underwriting on or before May 1, 1997. In consideration thereof and the
agreements of Tosco set forth in Section 3 below, Union waives the right to
include any of Shares in the Underwriting, and agrees that it will not exercise
its right under the Agreement to demand registration under the Securities Act
until May 2, 1997. In addition, if the Underwriting is to be completed and
either (x) Union has advised Tosco that it will exercise its right not to sell
shares pursuant to the last sentence of Section 3, or (y) the Underwriting will
1
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be for at least 15,000,000 shares of Tosco common stock, then Union will enter
into an appropriate form of standard lock-up agreement with the managing
underwriters effective as of the date of the Underwriting and continuing until
October 1, 1997 (or such earlier date as the managing underwriters shall agree).
3. Repurchase of Shares.
--------------------
If the Underwriting is consummated, and subject to the conditions set
forth in the last sentence of this Section 3, Tosco agrees to repurchase from
Unocal and Unocal agrees to sell to Tosco, Shares of Common Stock as follows:
(a) 1,750,000 Shares at a price per share equal to the Market
Price less the full underwriting commission per share in the
Underwriting; and
(b) The balance of the Shares, up to a total number of Shares
repurchased equal to 75% of the number of shares of common stock
included in the Underwriting, at a net price per Share to Union equal
to the price per share to the public in the Underwriting less one-half
(1/2) of the underwriting commission per share in the Underwriting.
Settlement of the repurchase of Shares shall be made on the Business
Day next following the settlement of the sale in the Underwriting. The
selection of the underwriting group, the number of shares of its common stock
sold, and the offering price shall be in the sole discretion of Tosco.
Notwithstanding the foregoing, Unocal shall not be required to sell Shares
pursuant to clause (b) above if the price per share to the public is less than
$23.94, and Tosco shall not be required to repurchase Shares pursuant to clause
(b) above unless Union elects to sell the largest number of whole Shares that
are eligible to be repurchased under said clause (b).
4. Agreement. This Amendment represents the entire agreement of the
---------
parties with respect to the subject matter hereof, and except as amended and
supplemented by this Amendment, the Agreement shall continue in full force and
effect.
2
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the day
and year first above written.
UNION OIL COMPANY OF CALIFORNIA
a California corporation
By /s/ Joseph A. Householder
-------------------------------
Joseph A. Householder
Vice President, Tax
TOSCO CORPORATION
a Nevada corporation
By /s/ Wilkes McClave, III
---------------------------------
Wilkes McClave III
Senior Vice President
and General Counsel
3
