SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended DECEMBER 31, 1997
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 CORPORATION 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
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996 AND
FOR THE YEAR ENDED DECEMBER 31, 1997
<PAGE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
PAGE(S)
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits with Fund
Information as of December 31, 1997 and 1996 2 - 3
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the year ended December 31, 1997 4 - 5
Notes to Financial Statements 6 - 10
Supplemental Schedules:
Item 27(a) - Schedule of Assets Held for Investment Purposes
as of December 31, 1997 11
Item 27(d) - Schedule of Reportable (5%) Transactions for the
year ended December 31, 1997 12
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Administrator
Tosco Corporation Capital Accumulation Plan
We have audited the accompanying statements of net assets available for benefits
of the Tosco Corporation Capital Accumulation Plan (the "Plan") as of December
31, 1997 and 1996, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1997. These financial statements
are the responsibility of the Plan'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 Plan as of
December 31, 1997 and 1996, and the changes in net assets available for benefits
for the years ended December 31, 1997 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, 1997, and reportable (5%)
transactions for the year ended December 31, 1997, 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 are the
responsibility of the Plans management. The fund information in the statements
of net assets available for benefits and the statement of changes in net assets
available for benefits is presented for purposes of additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and fund
information 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 22, 1998
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997 AND 1996
Participant Directed
---------------------------------------------------------------------------
Vanguard Collective Growth and Tosco Phillips
Mutual Funds Income Income Stock Petroleum Loan
(Page 3) Fund Fund Fund Stock Fund Fund Total
DECEMBER 31, 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Mutual funds $146,501,545 $- $1,492,150 $- $- $- $147,993,695
Common or collective trust fund - 40,052,207 40,052,207
Common stock - 44,971,026 3,316,282 48,287,308
Loans to participants - 2,769,311 2,769,311
------------- ----------- ---------- ---------- --------- ---------- ------------
146,501,545 40,052,207 1,492,150 44,971,026 3,316,282 2,769,311 239,102,521
Receivables 10,446 134 125 2,387 13,092
------------- ------------ ---------- ---------- --------- ----------- ------------
Net assets available for benefits $146,511,991 $40,052,341 $1,492,275 $44,973,413 $3,316,282 $2,769,311 $239,115,613
============= ============ =========== ========== ========== =========== ============
DECEMBER 31, 1996
Investments at fair value:
Mutual funds $100,518,793 $- $927,074 $- $- $- $101,445,867
Common or collective trust fund - 40,719,054 40,719,054
Common stock - 20,412,640 3,159,857 23,572,497
Loans to participants - 2,004,523 2,004,523
------------- ------------ ----------- ---------- --------- ---------- -----------
Net assets available for benefits $100,518,793 $40,719,054 $927,074 $20,412,640 $3,159,857 $2,004,523 $167,741,941
============== ============ ========== ========== ========== =========== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION, CONTINUED
VANGUARD MUTUAL FUNDS
DECEMBER 31, 1997 AND 1996
Participant Diected
----------------------------------------------------------------------------------
Money Total
Money Index 500 Long-Term International Vanguard
Primecap Wellington Reserves Portfolio U.S. Treasury Growth Mutual
Fund Fund Fund Fund Bond Fund Fund Funds
DECEMBER 31, 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Mutual funds $52,442,925 $40,095,111 $10,224,908 $34,951,341 $4,247,224 $4,540,036 $146,501,545
Common or collective trust fund -
Common stock -
Loans to participants -
------------- ---------- ------------ ----------- ----------- ------------- -------------
52,442,925 40,095,111 10,224,908 34,951,341 4,247,224 4,540,036 146,501,545
Receivables 2,990 848 2,266 2,519 406 1,417 10,446
------------- ---------- ------------ ------------ ---------- ------------ ------------
Net assets available for benefits $52,445,915 $40,095,959 $10,227,174 $34,953,860 $4,247,630 $4,541,453 $146,511,991
============= =========== ============ ============ =========== ============= ============
DECEMBER 31, 1996
Investments at fair value:
Mutual funds $31,843,233 $31,737,388 $9,503,514 $20,423,318 $3,380,101 $3,631,239 $100,518,793
Common or collective trust fund -
Common stock -
Loans to participants -
------------ ----------- ----------- ----------- ----------- ------------ -------------
Net assets available for benefits $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.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
--------------------------------------------------------------------------------
Vanguard Collective Growth and Tosco Phillips
Mutual Funds Income Income Stock Petroleum Loan
(Page 5) Fund Fund Fund Stock Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation
in fair value of investments $21,177,938 $- $26,703 $11,574,304 $305,995 $- $33,084,940
Interest and dividends 6,803,270 2,415,771 227,994 215,794 93,034 193,563 9,949,426
----------- ----------- ---------- ----------- --------- --------- ------------
27,981,208 2,415,771 254,697 11,790,098 399,029 193,563 43,034,366
----------- ----------- ---------- ----------- --------- --------- ----------
Contributions:
Employer 11,309,281 858,356 264,382 3,755,866 16,187,885
Participants 12,749,152 973,240 311,419 4,563,481 18,597,292
Rollovers 1,666,824 19,287 70,942 503,705 2,260,758
----------- ----------- ---------- ----------- ---------- ---------- ----------
25,725,257 1,850,883 646,743 8,823,052 - - 37,045,935
----------- ----------- ---------- ----------- ---------- ---------- ----------
Total additions 53,706,465 4,266,654 901,440 20,613,150 399,029 193,563 80,080,301
----------- ----------- ---------- ----------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 4,633,019 3,115,042 12,260 852,999 71,094 18,224 8,702,638
Loan activity, net 407,811 (22,726) 14,690 189,674 (589,449) -
Other, net 14,612 (26) (10,615) 20 3,991
----------- ----------- ---------- ----------- ---------- ---------- ----------
Total deductions 5,055,442 3,092,290 26,950 1,032,058 71,114 (571,225) 8,706,629
----------- ----------- ---------- ----------- ---------- ---------- ----------
Net increase before
interfund transfers 48,651,023 1,174,364 874,490 19,581,092 327,915 764,788 71,373,672
Interfund transfers (2,657,825) (1,841,077) (309,289) 4,979,681 (171,490) -
----------- ----------- ---------- ----------- ---------- ---------- ----------
Net increase (decrease) 45,993,198 (666,713) 565,201 24,560,773 156,425 764,788 71,373,672
Net assets available for benefits,
beginning of year 100,518,793 40,719,054 927,074 20,412,640 3,159,857 2,004,523 167,741,941
----------- ----------- ---------- ----------- ---------- ---------- -----------
Net assets available for benefits,
end of year $146,511,991 $40,052,341 $1,492,275 $44,973,413 $3,316,282 $2,769,311 $239,115,613
============= =========== ============ ============ =========== =========== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION, CONTINUED
VANGUARD MUTUAL FUNDS
FOR THE YEAR ENDED DECEMBER 31, 1997
Participant Directed
----------------------------------------------------------------------------------
Total
Money Market Index 500 Long-Term International Vanguard
Primecap Wellington Reserves Portfolio U.S. Treasury Growth Mutual
Fund Fund Fund Fund Bond Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to:
Investment income:
Net appreciation
in fair value of investments $10,283,051 $3,901,941 $- $6,870,924 $252,681 $(130,659) $21,177,938
-
Interest and dividends 1,863,070 3,345,093 501,536 676,277 225,790 191,504 6,803,270
------------ ----------- ---------- ----------- --------- ---------- -----------
12,146,121 7,247,034 501,536 7,547,201 478,471 60,845 27,981,208
------------ ----------- ---------- ----------- --------- ---------- -----------
Contributions:
Employer 3,510,915 2,465,955 1,032,568 3,079,568 472,388 747,887 11,309,281
Participants 4,034,875 2,897,710 892,449 3,587,206 484,083 852,829 12,749,152
Rollovers 582,405 298,730 62,364 559,832 49,073 114,420 1,666,824
------------ ----------- ---------- ----------- --------- ---------- -----------
8,128,195 5,662,395 1,987,381 7,226,606 1,005,544 1,715,136 25,725,257
------------ ----------- ----------- ----------- ---------- ---------- -----------
Total additions 20,274,316 12,909,429 2,488,917 14,773,807 1,484,015 1,775,981 53,706,465
------------ ----------- ---------- ----------- --------- ---------- -----------
Deductions from net assets
attributed to:
Benefits paid to participants 1,301,875 1,290,665 695,463 713,479 553,994 77,543 4,633,019
Loan activity, net 213,243 88,837 17,038 60,822 3,220 24,651 407,811
Other, net 9,786 2,587 1,011 981 60 187 14,612
------------ ----------- ---------- ----------- --------- ---------- -----------
Total deductions 1,524,904 1,382,089 713,512 775,282 557,274 102,381 5,055,442
------------ ----------- ---------- ----------- --------- ---------- -----------
Net increase before
interfund transfers 18,749,412 11,527,340 1,775,405 13,998,525 926,741 1,673,600 48,651,023
Interfund transfers 1,853,270 (3,168,769) (1,051,745) 532,017 (59,212) (763,386) (2,657,825)
------------ ----------- ---------- ----------- --------- ---------- -----------
Net increase (decrease) 20,602,682 8,358,571 723,660 14,530,542 867,529 910,214 45,993,198
Net assets available for benefits,
beginning of year 31,843,233 31,737,388 9,503,514 20,423,318 3,380,101 3,631,239 100,518,793
------------ ----------- ---------- ----------- --------- ---------- -----------
Net assets available for benefits,
end of year $52,445,915 $40,095,959 $10,227,174 $34,953,860 $4,247,630 $4,541,453 $146,511,991
============ ============ ============ =========== ========== ========== ============
The accompanying notes are an integral part of these financial statements.
</TABLE>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN
The following description of the Tosco Corporation Capital Accumulation Plan
(the "Plan") provides only general information. Participants should refer to the
Plan Documents for a more complete description of the Plan's provisions.
GENERAL
The Plan, established in 1976, and amended and restated at various times, is a
defined contribution, 401(k) profit sharing plan, covering eligible full-time
employees of Tosco Corporation (the "Sponsor") and subsidiaries who have reached
the age of 21 and completed one continuous year of employment with the Sponsor.
The Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended. The Plan is being administered by the
Vanguard Group ("Vanguard"), who is also maintaining the individual participant
account records and serving as custodian for the Plan's investments.
CONTRIBUTIONS
Participants may contribute between 2 and 15 percent of their eligible
compensation (up to $160,000 in 1997) to the Plan on a pre-tax basis, after-tax
basis, or a combination of both, in 1% increments. Pre-tax contributions could
not exceed $9,500 in 1997. The Sponsor contributes an amount equal to the first
6% of compensation contributed by a participant during each pay period. The
level of matching contribution is reduced from 100% to 75% if an employee has
participated in the Plan for less than five years.
The Sponsor makes additional non-matching contributions of 5% (the "Pension
Contribution") and 2% (the "Profit Sharing contribution") of eligible
compensation (up to $160,000 in 1997) to certain participants. The Pension
Contribution is made to certain eligible employees who do not participate in the
Tosco Pension Plan, a defined benefit pension plan. The Profit Sharing
Contribution is made to certain eligible employees, as defined by the Plan
Agreement (Note 8). The Pension Contribution and Profit Sharing Contribution are
available for withdrawal when the participant retires or ceases employment with
the Sponsor.
Participant investment choice dictates the allocation of the Sponsor's
contributions. Earnings on investments held by the Plan in the name of a
participant are automatically invested in the respective fund from which the
earnings were derived.
PARTICIPANT ACCOUNTS
Separate accounts are maintained for each participant. Each participant's
account is directly credited with the participant's contribution and the
Sponsor'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. The benefit to which a participant is entitled
to is solely that which can be provided from the participant's account.
VESTING
Employees are immediately vested in their individual and in the Sponsor's
contributions, including earnings thereon.
LOANS TO PARTICIPANTS
The Plan, with certain limitations, may make loans to participants with an
interest rate approximately equal to the prime interest rate plus 1% on the
origination date. A loan from the Plan will be made for up to the lesser of 100%
of the participant's pre-tax contributions or 50% of the participant's total
account balance, with a maximum of $50,000 and a minimum of $1,000. The maturity
on these loans is not to exceed five years. The participants are required to pay
all loan origination and administrative fees. All interest payments made under
the terms of the loan will be credited to the participant's account and not
considered general earnings of the Plan. Participants' loans are repaid through
payroll deductions. The participant loans are collateralized by the
participants' vested account balances. Loans outstanding are included in the
loan fund in the accompanying financial statements.
<PAGE>
PAYMENT OF BENEFITS
Benefits of the Plan are payable upon reaching normal retirement, early
retirement, termination, or in the event of death or disability. 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 Plan. Married participants may not elect such other forms
without the consent of their spouse. Any whole shares of stock in a
participant's stock fund account may be distributed in the form of shares of
stock. All other amounts, including fractional shares of stock, will be
distributed to the participant in cash.
ADMINISTRATION FEES
All Plan investment management fees are paid from the investment earnings of the
individual investment funds and all other administration fees are paid by the
Sponsor and are not reflected in the Plan's financial statements.
2. SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The Plan's financial statements are presented on the accrual basis of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the reported changes in
net assets available for benefits and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
INVESTMENTS
The Plan's investments are stated at fair value. Common stock and mutual fund
securities are valued at their quoted market price. Common and collective trust
fund holdings are valued at contract value plus accrued income which
approximates fair value. Participant loans are valued at cost which approximates
fair value. Purchases and sales of investments are recorded on a trade date
basis.
The Plan presents, in the statement of changes in net assets, the net
appreciation (depreciation) in the fair value of its investments which consists
of the realized gains or losses and the unrealized appreciation (depreciation)
of those investments. Interest income is recorded on the accrual basis.
Dividends are recorded on the ex-dividend date.
3. INVESTMENTS
Participants may designate, in one percent increments, the portion of his or her
contribution to be placed in various funds. Loan repayments are allocated to
these funds based on the participant's current contribution designation. The
characteristics of the different funds as follows:
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.
<PAGE>
MONEY MARKET RESERVES FUND
The Money Market Reserves Fund 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 Fund 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 FUND
The International Growth 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.
COLLECTIVE INCOME FUND
The Collective Income Fund represents a proportional share of the American
Express Trust Income Fund III (the "Fund") which invests in a diversified
portfolio of fixed income securities, investment contracts, and money market
instruments. The combination of the interest earned on investments, less
American Express' costs of administering the fund, determines the fund's rate of
return.
GROWTH AND INCOME FUND
The Growth and Income 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.
TOSCO STOCK FUND
The Tosco Stock Fund (prior to July 15, 1994, a closed fund) invests primarily
in Tosco Corporation Common Stock. A small cash position in Vanguard money
market reserves is maintained to provide liquidity necessary for periodic
transactions (distributions and fund exchanges).
PHILLIPS PETROLEUM STOCK FUND
The Phillips Petroleum Stock Fund is a closed fund with investments in the
common stock of Phillips Petroleum Company. Dividends earned are automatically
reinvested in stock.
LOAN FUND
The Loan Fund represents amounts borrowed by participants against their
individual accounts. All loans are collaterallized by the participants' account
balance.
<PAGE>
<TABLE>
<CAPTION>
As of December 31, 1997 and 1996 the Plan investments were as follows:
DECEMBER 31, 1997
-------------------------------------------------
Number of Fair Value
Participants Per Unit Fair Value
Vanguard mutual funds:
<S> <C> <C> <C>
Primecap Fund (a) 2,785 $ 39.57 $ 52,442,925
Wellington Fund (a) 2,333 29.45 40,095,111
Money Market Reserves Fund 1,041 1.00 10,224,908
Index 500 Portfolio Fund (a) 2,685 90.07 34,951,341
Long-term U.S. Treasury Bond Fund 590 10.64 4,247,224
International Growth Fund 1,039 16.39 4,540,036
Collective Income Fund (a) 784 12.87 40,052,207
Growth and Income Fund 425 16.48 1,492,150
Tosco Stock Fund (a) 3,216 45.00 44,971,026
Phillips Petroleum Stock Fund 26 56.62 3,316,282
Loan Fund 467 2,769,311
---------------
$ 239,102,521
===============
(a) This investment represents more than 5% of the Plan's net assets
available for benefits as of December 31, 1997.
DECEMBER 31, 1996
------------------------------------------------
Number of Fair Value
Participants Per Unit Fair Value
Vanguard mutual funds:
<S> <C> <C> <C>
Primecap Fund (a) 1,721 $ 30.08 $ 31,843,233
Wellington Fund (a) 1,562 26.15 31,737,388
Money Market Reserves Fund (a) 764 1.00 9,503,514
Index 500 Portfolio Fund (a) 1,299 69.16 20,423,318
Long-term U.S. Treasury Bond Fund 422 9.96 3,380,101
International Growth Fund 407 16.46 3,631,239
Collective Income Fund (a) 723 12.05 40,719,054
Growth and Income Fund 157 15.15 927,074
Tosco Stock Fund (a) 1,246 31.43 20,412,640
Phillips Petroleum Stock Fund 27 51.54 3,159,857
Loan Fund 342 2,004,523
---------------
$ 167,741,941
================
(a) This investment represents more than 5% of the Plan's net assets
available for benefits as of December 31, 1996.
</TABLE>
4. FEDERAL INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Sponsor by a letter
dated September 21, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (the "Code").
The Plan has been amended since receiving to the determination letter. However,
management believes that the Plan, as amended, is in compliance with the Code,
therefore no provision for income taxes has been included in the Plan's
financial statements.
5. PLAN TERMINATION
Although it has not expressed any intent to do so, the Sponsor has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. Upon termination, the Plan's assets
would be distributed to the participants, as soon as possible and legally
permitted, on the basis of their account balances exiting at the date of
termination as adjusted for investment gains and losses.
<PAGE>
6. PARTY IN INTEREST TRANSACTIONS
Certain investments of the Plan are in shares of mutual funds managed by
Vanguard. As Vanguard is the trustee under a trust agreement with the Sponsor,
these transactions qualify as Party-In-Interest transactions. In addition,
certain Plan investments are in the Sponsor's Common Stock. These transactions
also qualify as party-in-interest transactions.
During the year ended December 31, 1997, the Sponsor paid administrative
expenses totaling $193,681 on behalf of the Plan.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits as of
December 31, 1997 and 1996 as reflected in these financial statements to the
amounts reflected in the Plan's Form 5500:
<TABLE>
<CAPTION>
1997 1996
---------------- --------------
<S> <C> <C>
Net assets available for benefits as reported in the financial statements $ 239,115,613 $167,741,941
Amounts allocated to withdrawing participants (448,575) (579,429)
---------------- ---------------
Net assets available for benefits as reported in the Form 5500 $ 238,667,038 $167,162,51
================ ===============
The following is a reconciliation of benefits paid to participants for the year
ended December 31, 1997 as reflected in these financial statements to the amount
reflected in the Plan's Form 5500:
Benefits paid to participants as reported in the financial statements $ 8,702,638
Amount allocated to withdrawing participants at December 31, 1997 448,575
Amount allocated to withdrawing participants at December 31, 1996 -------------
Benefits paid to participants as reported in the Form 5500 $ 8,571,784
===============
</TABLE>
8. SUBSEQUENT EVENT
Effective January 1, 1998, the Plan was amended so that the Profit Sharing
Contribution will not be offered to employees who were not receiving the
contribution as of December 31, 1997. Participants receiving the Profit Sharing
Contribution as of December 31, 1997 will continue to receive the contribution.
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
Current
Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Cost Value
- ------------------------------------------------------- --------------------------- ----------- -------------
<S> <C> <C> <C>
* Vanguard / PRIMECAP Fund 1,325,320 shares $36,777,850 $52,442,925
* Vanguard / Wellington Fund 1,361,464 shares 31,571,325 40,095,111
* Vanguard Money Market Reserves - Federal Portfolio 10,224,908 shares 10,224,908 10,224,908
* Vanguard Index Trust - 500 Portfolio 388,046 shares 24,355,573 34,951,341
* Vanguard Fixed Income Fund - LT U.S. Treasury Portfolio 399,175 shares 3,985,114 4,247,224
* Vanguard International Growth Portfolio 277,000 shares 4,551,490 4,540,036
American Express Trust Income Fund III 3,112,060 units 34,812,390 40,052,207
Warburg Pincus Growth & Income Fund 90,543 shares 1,498,163 1,492,150
* Tosco Corporation Common Stock 999,356 shares 24,107,364 44,971,026
Phillips Petroleum Common Stock 58,571 shares 999,756 3,316,282
Loans to Participants Interest rates from 7% to
10% and maturities through
2002 2,769,311
--------------
$239,102,521
* Investment qualifies as a party-in-interest for the Plan.
</TABLE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
PUCHASES
Number of Purchase
Identity of Party Involved Description of Asset Transactions Price
- -------------------------- ------------------------ ------------- -----------
<S> <C> <C> <C>
The Vanguard Group Vanguard / PRIMECAP Fund 207 $21,147,741
The Vanguard Group Vanguard / Wellington Fund 140 11,109,433
The Vanguard Group Vanguard Money Market Reserves -
Federal Portfolio 193 9,434,840
The Vanguard Group Vanguard Index Trust -
500 Portfolio 192 15,848,550
American Express American Express Income Fund III 168 11,595,068
Tosco Corporation Tosco Corporation Common Stock 212 22,044,021
SALES
Number of Selling Cost of Net Gain
Identity of Party Involved Description of Asset Transactions Price Asset or (Loss)
- --------------------------- ---------------------------- -------------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C>
The Vanguard Group Vanguard / PRIMECAP Fund 205 $10,822,135 $8,859,707 $1,962,428
The Vanguard Group Vanguard / Wellington Fund 194 6,653,664 5,415,216 1,238,448
The Vanguard Group Vanguard Money Market Reserves -
Federal Portfolio 194 8,713,313 8,713,313 -
American Express American Express Income Fund III 187 12,261,941 12,261,941 -
Tosco Corporation Tosco Corporation Common Stock 184 9,070,934 7,219,886 1,851,048
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Tosco Corporation on Form S-8 (File No. 33-54153) of our report dated June 22,
1998, on our audits of the financial statements and financial statement
schedules of the Tosco Corporation Capital Accumulation Plan as of December 31,
1997 and 1996, and for the year ended December 31, 1997, which report is
included in this Annual Report on Form 11-K.
COOPERS & LYBRAND L.L.P.
Phoenix, Arizona
June 29, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOSCO CORPORATION
(Registrant)
TOSCO CORPORATION
CAPITAL ACCUMULATION PLAN
Date: June 29, 1998 By: /s/ Wanda Williams
-------------------------
(Wanda Williams)
Vice President - Human Resources
By: /s/ Randall S. Schultz
-------------------------
(Randall S. Schultz)
Plan Administrator
