SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from __________________ to ________________
Commission file number 1-7910
-----------------------------
A. Full title of the plan: TOSCO CAPITAL ACCUMULATION PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
TOSCO CORPORATION
72 Cummings Point Road
Stamford, Connecticut 06902
-------------------------------
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 1996 AND 1995
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
Index to financial statements and supplemental schedules
Report of independent accountants........................ 2
Statements of net assets available for benefits
as of December 31, 1996 and 1995....................... 3
Statements of changes in net assets available for benefits,
with fund information for the years ended
December 31, 1996 and 1995................................ 4
Notes to financial statements................................ 6
Supplemental schedules:
Item 27a - Schedule of assets held for investment
purposes as of December 31, 1996................. 15
Item 27d - Schedule of reportable transactions for the
year ended December 31, 1996....................... 16
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
Plan Administrator
Tosco Corporation Capital Accumulation Plan
Phoenix, Arizona
We have audited the accompanying statements of net assets available for
benefits of the Tosco Corporation Capital Accumulation Plan (CAP) as of December
31, 1996 and 1995, and the related statements of changes in net assets available
for benefits for the years then ended. These financial statements are the
responsibility of the CAP's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the CAP as of
December 31, 1996 and 1995, and the changes in net assets available for benefits
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes as of December 31, 1996, and of reportable
transactions for the year ended December 31, 1996, are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedules have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
COOPERS & LYBRAND L.L.P.
Phoenix, Arizona
June 24, 1997
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31
----------------------
1996 1995
-------- -------
Assets held for investment:
Collective income fund $ 40,719,054 $ 40,929,150
Vanguard mutual funds 100,518,793 75,407,749
Common stock funds 23,572,497 11,156,975
Participant loan receivables 2,004,523 1,507,280
Growth & income fund 927,074 709,165
--------------- -----------------
Total assets 167,741,941 129,710,319
Net assets available for benefits $167,741,941 $ 129,710,319
============ =============
The accompanying notes are an integral part of these financial statements.
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS,
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
PHILLIPS TOSCO
VANGUARD PETROLEUM COMMON PARTICIPANT GROWTH
COLLECTIVE MUTUALS COMMON STOCK LOAN & INCOME
INCOME FUND FUNDS (a) STOCK FUND FUND RECEIVABLES FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets at December 31, 1994 $40,150,382 48,789,702 $3,126,775 $6,992,469 $953,683 $- $100,013,011
Net appreciation in
fair value of investments 12,425,840 129,963 2,008,892 7,907 14,572,602
Interest and dividend income 2,516,425 2,951,579 104,562 118,962 97,626 34,709 5,823,863
Contributions 2,240,356 14,461,133 823,139 118,495 17,643,123
Withdrawals (3,443,963) (4,199,444) (80,211) (496,985) (118,980) (2,697) (8,342,280)
Loan withdrawals, net (89,039) (498,025) (15,921) 574,951 28,034 -
Transfers to (from) funds, net (445,011) 1,476,964 (508,028) (1,046,642) 522,717 -
------------- ------------ ---------- ----------- --------- --------- -----------
Change in net assets for the year
ended December 31, 1995 778,768 26,618,047 (353,714) 1,391,445 553,597 709,165 29,697,308
Net assets at December 31, 1995 40,929,150 75,407,749 2,773,061 8,383,914 1,507,280 709,165 129,710,319
Net appreciation (depreciation) in fair
value of investments 8,454,667 734,538 10,057,673 - (46,522) 19,200,355
Interest and dividend income 2,388,556 4,561,480 89,755 136,898 155,896 3,804 7,336,388
Contributions 1,790,051 15,636,897 - 1,539,088 310,261 19,276,297
Withdrawals (2,633,880) (4,337,337) (312,497) (390,310) (51,395) (56,001) (7,781,420)
Loan withdrawals, net 2,271 (340,299) (54,210) 392,742 (504) -
Transfers to (from) funds, net (1,757,094) 1,135,636 (125,000) 739,587 6,871 -
------------- ----------- ----------- ---------- --------- -------- -----------
Change in net assets for the year
ended December 31, 1996 (210,096) 25,111,044 386,796 12,028,724 497,243 217,909 38,031,620
Net assets at December 31, 1996 $40,719,054 $100,518,793 $3,159,857 $20,412,640 $2,004,523 $927,074 $167,741,941
============= ============= ============ ============ ========== ========= ============
(a) Statements of changes in net assets available for benefits, with fund
information for Vanguard mutual funds appears on page 5.
The accompanying notes are an integral part of these financial
statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, CONTINUED
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
MARKET TOTAL
RESERVES LONG-TERM INTERNATIONAL VANGUARD
(VMMR) FEDERAL INDEX 500 U.S. TREASURY GROWTH MUTUAL
PRIMECAP WELLINGTON PORTFOLIO PORTFOLIO BOND FUND PORTFOLIO FUNDS
<S> <C> <C> <C> <C> <C> <C> <C>
Net assets at December 31, 1994 $12,123,138 $18,635,301 $7,443,671 $7,341,158 $1,888,662 $1,357,772 48,789,702
Net appreciation
in fair value of investments 4,235,827 4,774,846 - 2,825,588 463,957 125,622 12,425,840
Interest and dividend income 688,357 1,217,488 468,963 277,528 251,249 47,994 2,951,579
Contributions 5,210,200 3,825,187 1,483,017 2,633,802 789,933 518,994 14,461,133
Withdrawals (860,832) (1,658,134) (1,095,555) (364,060) (127,469) (93,394) (4,199,444)
Loan withdrawals, net (172,045) (144,753) (41,101) (115,496) (19,678) (4,952) (498,025)
Transfers to (from) funds, net 2,344,331 (1,519,643) 435,565 7,565 296,402 (87,256) 1,476,964
----------- ------------ ------------ ----------- --------- ------------ ----------
Change in net assets for the year
ended December 31, 1995 11,445,838 6,494,991 1,250,889 5,264,927 1,654,394 507,008 26,618,047
Net assets at December 31, 1995 23,568,976 25,130,292 8,694,560 12,606,085 3,543,056 1,864,780 75,407,749
Net appreciation (depreciation)
in fair value of investments 3,705,823 1,777,527 2,998,444 (265,061) 237,934 8,454,667
Interest and dividend income 929,535 2,413,014 426,577 416,104 223,543 152,707 4,561,480
Contributions 5,743,075 3,931,133 1,223,789 3,249,987 776,159 712,754 15,636,897
Withdrawals (946,795) (1,400,554) (935,893) (858,547) (163,565) (31,983) (4,337,337)
Loan withdrawals, net (124,826) (43,479) (89,123) (52,571) (31,242) 942 (340,299)
Transfers to (from) funds, net (1,032,555) (70,545) 183,604 2,063,816 (702,789) 694,105 1,135,636
------------ ------------ ----------- ---------- ------------- ----------- -----------
Change in net assets for the year
ended December 31, 1996 8,274,257 6,607,096 808,954 7,817,233 (162,955) 1,766,459 25,111,044
Net assets at December 31, 1996 $31,843,233 $31,737,388 $9,503,514 $20,423,318 $3,380,101 $3,631,239 $100,518,793
============ ============ ============ ============ ============ ============== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
Note A--Significant Accounting Policies
The accounting records of the Tosco Corporation Capital Accumulation Plan (CAP)
are maintained on the accrual basis.
Money market reserves are valued at cost which approximate fair value.
Investments in the Collective Income Fund include cash equivalents and Bank
Investment Contracts (BICs), which are carried at fair value, and Guaranteed
Investment Contracts (GICs) with insurance companies, which are carried at
contract value plus accumulated interest which approximates fair value. Tosco
Corporation Common Stock, Phillips Petroleum Common Stock and other investment
securities are traded in established exchanges and are stated at fair value as
determined by reference to closing quoted market prices.
Purchases and sales of investments are recorded on a trade date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
The net appreciation (depreciation) in the fair value of investments consists of
realized gains or losses and the unrealized appreciation (depreciation) on those
investments.
In 1995 the CAP adopted the Statement of Position 94-4, "Reporting of Investment
Contracts Held by Health and Welfare Plans and Defined-Contribution Plans" (SOP
94-4). SOP 94-4 requires benefit responsive investment contracts to be reported
at contract value and non-benefit responsive contracts at fair value. Benefit
responsiveness is determined by the extent to which a contract's terms and the
plan permit or require participant-initiated withdrawals at contract value. All
of the CAP's contracts are fully benefit responsive. Accordingly, net assets
available for benefits are not affected by this adoption.
The preparation of financial statements in conformity with generally accepted
accounting principles requires management estimates and assumptions that affect
the reported amounts of assets and liabilities, the change in net assets
and the disclosure of contingent assets and liabilities.
Note B--Description of Plan
The CAP is the successor to, and a consolidation of, predecessor employee
savings plans. The primary purpose of the CAP is to afford eligible employees of
Tosco Corporation (Tosco) an opportunity to supplement their retirement income
by investing, through regular payroll deductions and on a tax-deferred basis
under Section 401(k) of the Internal Revenue Code (Code), in any one of or a
combination of several investment funds. Employees of Tosco with at least one
year of service are eligible to participate in the CAP. All contributions to the
CAP are invested according to the employee's direction.
The following contribution provisions apply to all eligible employees:
Employees may elect to contribute from 2% to 15% of eligible compensation (up to
$150,000 in 1996 and 1995) to the CAP on a pre-tax basis, after-tax basis, or a
combination of both, in 1% increments. However, pre-tax contributions could not
exceed $9,500 in 1996 and $9,240 in 1995. The first 6% of compensation
contributed to the CAP by an employee is matched by Tosco. The level of the
matching contribution is reduced from 100% to 75% if an employee has
participated in the CAP for 60 months or less.
Tosco makes additional non-matching contributions of 5% of eligible compensation
(up to $150,000 in 1996 and 1995) to the CAP accounts of non-union employees who
are ineligible to participate in the Tosco Pension Plan, a defined benefit
pension plan. Additionally, Tosco makes a 2% contribution for eligible employees
not covered by a collective bargaining agreement or employed at the Bayway
Refinery as a profit sharing contribution, regardless of whether the employee
participates in the CAP or not. The profit sharing contribution is available for
withdrawal when the employee retires or ceases employment with Tosco. Employees
are immediately vested in their individual and in Tosco's contributions.
Separate accounts are maintained for each participant. Each participant's
account is directly credited with the participant's contribution and the
Company's matching contribution. Net earnings from investments in investment
funds, which include appreciation (depreciation) in fair value, are allocated to
each participant's account based on the ratio of that participant's account
balance by investment fund to the total of the investment fund portion of all
participants' account balances.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note B--Description of Plan (continued)
Total employer and employee contributions to the CAP for the years ended
December 31, 1996 and 1995 are summarized below:
1996 1995
------------- --------------
Contributions:
Employer $ 8,540,036 $ 7,757,486
Employee (a) 10,736,261 9,885,637
------------- -----------
Total $ 19,276,297 $17,643,123
============ ===========
(a) Includes rollover transfers from prior plans of new participant employees of
$851,009 and $785,073 for 1996 and 1995 respectively.
Administrative expenses of the CAP, which amounted to $119,640 for 1996 and
$118,788 for 1995, were paid by Tosco and are not reflected in the financial
statements of the CAP. Upon termination of employment, participants receive the
market value of contributed funds, which may be greater or less than the amounts
originally contributed.
Benefits may be provided through the purchase of a 50% joint and survivor
annuity (in the case of a married participant) or a life annuity (in the case of
a single participant). Participants may also elect to receive benefits in a lump
sum, another form of annuity or any other form approved by the Administrative
Committee of the CAP. Married participants may not elect such other forms
without the consent of their spouse.
While it has not expressed any intention to do so, Tosco has the right under the
CAP to discontinue contributions to the CAP at any time and to terminate the CAP
subject to the provisions set forth in the Employee Retirement Income Security
Act of 1974 (ERISA).
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note B--Description of Plan (continued)
PARTICIPANT LOAN PROGRAM
Participants may borrow up to the lesser of 100% of their pre-tax
contributions or 50% of the participant's CAP balance, with a maximum of $50,000
and a minimum of $1,000, for up to 5 years. The participants pay all loan
origination and administrative fees. Interest at the Bank of America prime rate
at the time of loan origination plus 1% is paid by the participant into the
participant's CAP account. Interest rates for loans outstanding at December 31,
1996 range from 7% to 10%. Maturity dates of the loans outstanding range from
March 1997 to January 2002.
Note C--Assets Held for Investment
The fair value of assets held for investment, the number of participants in each
fund and the net realizable value as of December 31, 1996 and 1995 are as
follows:
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTE C - ASSETS HELD FOR INVESTMENT
<TABLE>
<CAPTION>
December 31, 1996 December 31, 1995
Net Net
Realizable Realizable
Number of Value Number of Value
Investment Description Participants $/Unit Fair Value Participants $/Unit Fair Value
<S> <C> <C> <C> <C> <C> <C>
Collective Income Fund 723 12.05 $40,719,054 (a) 800 11.50 $40,929,150(a)
Vanguard Mutual Funds:
Primecap 1,721 30.08 31,843,233 (a) 1,560 26.23 23,568,976(a)
Wellington 1,562 26.15 31,737,388 (a) 1,488 24.43 25,130,292(a)
Market Reserves (VMMR)
Federal Portfolio 764 1.00 9,503,514 (a) 775 1.00 8,694,560(a)
Index 500 Portfolio 1,299 69.16 20,423,318 (a) 1,100 57.60 12,606,085(a)
Long Term U.S. Treasury Bond 422 9.96 3,380,101 438 10.79 3,543,056
International Growth Portfolio 407 16.46 3,631,239 275 15.02 1,864,780
--------------- ---------------
100,518,793 (b) 75,407,749(b)
Growth & Income Fund 157 15.15 927,074 103 15.39 709,165
Common Stock Funds
Phillips Petroleum Common Stock Fund 27 51.54 3,159,857 28 39.84 2,773,061
Tosco Common Stock Fund 1,246 31.43 20,412,640 (a) 891 15.24 8,383,914(a)
---------------- --------------
23,572,497 (b) 11,156,975(b)
Participant Loan Receivables 342 2,004,523 253 1,507,280
----------------- ---------------
$167,741,941 $129,710,319
================== ===================
(a) Amount represents 5% or more of net assets available for benefits.
(b) These investments combine various investment fund options which are disclosed in the statement of net assets
available for benefits
</TABLE>
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note C--Assets Held for Investment (continued)
The Collective Income Fund (American Express Income Fund G) owns a proportional
share of 125 GICs and 5 BICs with interest rates ranging from 4.85% to 8.27%.
The CAP's share of the BICs and GICs mature as follows:
1997 $ 4,067,629
1998 4,767,976
1999 4,145,806
2000 2,488,547
2001 and beyond 8,408,269
-------------
$ 23,878,227
The average yield for American Express Income Fund G for the years ended
December 31, 1996 and 1995 were 6.21% and 6.34% respectively.
Contributions made by or on behalf of CAP participants are held under a trust
agreement by the Vanguard Group (Vanguard), a mutual fund manager which offers a
family of mutual fund investments with varying levels of risk and expected rates
of return. American Express Trust Company is the auxiliary trustee for the
Collective Income Fund.
CAP participants have the following investment options.
Collective Income Fund:
American Express Income Fund G - The American Express Income Fund G
invests in GICs, BICs, and money market securities. GICs are issued by
large, high quality insurance companies that repay principal plus
interest. BICs are similar contracts issued by banking institutions.
Money market securities include certificates of deposit and Treasury
Bills. The combination of the interest earned on the GICs, BICs and money
market securities, less American Express' costs of administering the
fund, determines the fund's rate of return.
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note C--Assets Held for Investment (continued)
Vanguard Group Mutual Funds:
Primecap Fund - The Primecap Fund invests principally in a portfolio of
common stocks of quality companies with perceived undervalued assets, the
potential for rapid earnings growth, or both. Dividend income is
incidental. Under normal circumstances, at least 80% of the assets of the
Primecap Fund will be in such common stocks, or in securities convertible
into common stocks.
Wellington Fund - The Wellington Fund invests in a portfolio of
high-quality stocks and bonds normally in a ratio of 65% common stocks to
35% fixed income securities. Common stocks are selected principally on
the basis of current dividend yield and reasonable prospects for earnings
and dividend growth. The Wellington Fund's securities (corporate and
government bonds and money market instruments) emphasize high quality
consistent with attractive income yields.
Money Market Reserves (VMMR) Federal Portfolio Fund- The Federal
Portfolio invests mainly in securities issued by the U.S. Treasury and
agencies of the U.S. Government which mature in one year or less. The
Federal Portfolio is designed to maintain a constant $1.00 per share
value.
Index 500 Portfolio Fund- The Index 500 Portfolio invests in a portfolio
of common stocks and attempts to provide investment results that
correspond to the price and yield performance of publicly-traded stocks
in the aggregate (as represented by the Standard & Poor's Composite Stock
Price Index).
Long-Term U.S. Treasury Bond Fund - The Long-Term U.S. Treasury Bond Fund
invests primarily in long-term U.S. Treasury Bonds with an objective to
provide a high level of current income. Although the fund has negligible
credit risk, the market value of the fund will fluctuate due to changes
in interest rates prevailing in the economy.
International Growth Portfolio Fund - The International Growth Portfolio
Fund invests in common stocks of companies based outside of the United
States that are considered to have above-average growth and capital
appreciation potential.
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note C--Assets Held for Investment (continued)
Growth & Income Fund:
Warburg Pincus Growth and Income Mutual Fund (Pincus) - The Pincus Fund
invests primarily in equity securities, including common stock and
securities convertible to common stock, of financially strong companies
that offer high growth rates at attractive valuations. The portfolio
may also include dividend-paying equity securities, fixed income
securities, and money market instruments. The Pincus Fund was offered as
an additional investment choice effective April 10, 1995.
Common Stock Funds:
Phillips Petroleum Common Stock Fund - The Phillips Petroleum Common
Stock Fund is a closed fund with investments in the common stock of
Phillips Petroleum Company. Dividends earned are automatically reinvested
in stock.
Tosco Common Stock Fund - The Tosco Common Stock Fund (prior to July 15,
1994, a closed fund) invests primarily in Tosco Common Stock. A small
cash position in Vanguard money market reserves is maintained to provide
liquidity necessary for periodic transactions (distributions and fund
exchanges).
Note D--Income Taxes
The Internal Revenue Service has determined and informed Tosco by a letter
dated September 21, 1995( the "determination letter"), that the CAP and related
trust are designed to be exempt in accordance with applicable sections of the
Code as amended. The CAP has been amended in response to the determination
letter. The Company believes that the CAP amendment is in compliance with the
Code, therefore no provision for income taxes has been included in the CAP's
financial statements.
Note E--Party-In-Interest
Certain investments of the CAP are in shares of mutual funds managed by
Vanguard. As Vanguard is trustee under a trust agreement with Tosco, these
transactions qualify as party-in-interest transactions. In addition, certain
investments of the CAP are in Tosco Common Stock. These transactions also
qualify as party-in-interest transactions. Party-in-interest expenses paid by
Tosco for 1996 and 1995 were $81,951 and $81,762 respectively.
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS (Continued)
Note F--Reconciliation to Form 5500
The following reconciles net assets available for benefits between these
financial statements and Form 5500 as of December 31, 1996 and 1995 are
summarized below:
<TABLE>
<CAPTION>
1996 1995
--------- ----------
<S> <C> <C>
Net assets available for benefits per financial statements $ 167,741,941 $129,710,319
Withdrawals payable to participants ( 579,429) (1,328,244)
-------------- -------------
Net assets available for benefits per Form 5500 $ 167,162,512 $128,382,075
============= ============
</TABLE>
Similarly, the 1996 participants' withdrawals amount reflected in the statement
of changes in net assets available for benefits is reconciled to Form 5500 as
follows:
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 1996 December 31, 1995
----------------- -----------------
<S> <C> <C>
Withdrawals paid to participants per the financial statements $ 7,781,420 $ 8,342,280
Add: Withdrawals payable to participants at the end of the year 579,429 1,328,244
Less: Withdrawals payable to participants at the beginning of the year (1,328,244) -
--------------
Participants' withdrawals per Form 5500 $ 7,032,605 $ 9,670,524
============== ============
</TABLE>
Note G--Subsequent Events
In connection with the acquisition of certain assets of the 76 Products Company
(a division of Unocal), the employees hired by Tosco became eligible to
participate in the CAP effective April 1, 1997.
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1996
Identity of Party Description of Investment Cost Current Value
<S> <C> <C> <C>
Vanguard* Money Market Reserves $9,503,514 $9,503,514
Federal Portfolio
Vanguard* Wellington Fund 25,812,204 31,737,388
Vanguard* Index 500 Portfolio 15,257,405 20,423,318
Vanguard* Primecap 24,486,396 31,843,233
Vanguard* Long-term U.S. Treasury
Bond Fund 3,366,903 3,380,101
Vanguard* International Growth Portfolio 3,375,316 3,631,239
Fund
Warburg Pincus Pincus Fund 946,391 927,074
Phillips Petroleum Phillips Petroleum Common
Stock Fund 975,183 3,159,857
Tosco* Tosco Corporation Common
Stock Fund 9,107,383 20,412,640
American Express Collective Income Fund G 40,719,054 40,719,054
Participant Loans Participant Loan Receivables
maturing from March 1997
to January 2002 at interest 2,004,523
rates of 7.0% to 10.0%
---------------
TOTAL $167,741,941
===============
*Signifies Party in Interest (Note E)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULAITON PLAN
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996
Cost of Number of Proceeds Number of Net Gain
Description of Asset Purchase Purchases from Sale Sales or (loss)
<S> <C> <C> <C> <C>
Category (iii)--Series of transactions
involving same security in excess of 5% of CAP
assets:
Wellington Fund $889,870 127 $4,069,137 181 $591,984
VMMR Federal Portfolio $5,659,927 188 $4,850,975 187 $0.00
Fund
Index 500 Portfolio $11,181,272 181 $6,362,483 162 $591,984
Fund
Primecap Fund $12,534,158 185 $7,965,723 192 $840,261
Guaranteed Investment $12,624,322 176 $12,834,418 187 $0.00
Contracts
Common Stock $6,667,491 169 $4,696,436 125 $1,087,798
Fund
Note: There were no category (i), category (ii) or category (iv) reportable
transactions during 1996.
</TABLE>
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
TOSCO CORPORATION
Tosco Capital Accumulation Plan
Dated: June 23, 1997 By: /s/ Jefferson F. Allen
Jefferson F. Allen
President and Chief Financial
Officer
By: /s/Randall S. Schultz
Randall S. Schultz
Plan Administrator
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
the Tosco Corporation Capital Accumulation Plan on Form S-8 (File No. 33-54153)
of our report dated June 24, 1997, on our audits of the financial statements and
financial statement schedules of the Tosco Corporation Capital Accumulation Plan
as of December 31, 1995 and 1996, and for the years then ended, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Phoenix, Arizona
June 24, 1997
