FORM 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 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. Exact Name of Issuer of the Securities held pursuant to the Plan
TOSCO CORPORATION
NEVADA 95-1865716
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
72 CUMMINGS POINT ROAD
STAMFORD, CONNECTICUT 06902
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 977-1000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1998 AND 1997 AND
FOR THE YEAR ENDED DECEMBER 31, 1998
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
<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, 1998 and 1997 2 - 3
Statement of Changes in Net Assets Available for Benefits with
Fund Information for the year ended December 31, 1998 4 - 5
Notes to Financial Statements 6 - 10
Supplemental Schedules:
Item 27(a) - Schedule of Assets Held for Investment Purposes
as of December 31, 1998 11
Item 27(d) - Schedule of Reportable (5%) Transactions for
the year ended December 31, 1998 12
Consent of Independent Accountants 13
Signatures 14
<PAGE>
Report of Independent Accountants
To the Plan Administrator
Tosco Corporation Capital Accumulation Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Tosco Corporation Capital Accumulation Plan (the "Plan") at December 31,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles. 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 of these statements in
accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
Our audits were conducted 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, 1998, and reportable (5%)
transactions for the year ended December 31, 1998, 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 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 plan benefits and changes in net
assets available for benefits of each fund. These supplemental schedules and
fund information are the responsibility of the Plan's management. 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.
PricewaterhouseCoopers LLP
Phoenix, Arizona
June 28, 1999
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1998 AND 1997
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, 1998
Investments at fair value:
<S> <C> <C> <C> <C> <C> <C> <C>
Mutual funds $212,566,923 $ - $3,943,062 $ - $ - $ - $216,509,985
Common or collective trust fund 42,638,446 42,638,446
Common stock 43,415,945 2,717,197 46,133,142
Loans to participants 5,065,650 5,065,650
------------- ------------ ---------- ------------ ----------- ---------- -----------
212,566,923 42,638,446 3,943,062 43,415,945 2,717,197 5,065,650 310,347,223
Receivables 21,289 984 1,282 3,970 27,525
------------- ------------ ---------- ------------ ---------- ---------- -----------
Net assets available for benefits $212,588,212 $42,639,430 $3,944,344 $43,419,915 $2,717,197 $5,065,650 $310,374,748
============= ============ ========== ============ ========== ========== ============
DECEMBER 31, 1997
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
============= ============ ========== ============ ========== ========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION, CONTINUED
VANGUARD MUTUAL FUNDS
DECEMBER 31, 1998 AND 1997
Participant Directed
---------------------------------------------------------------------------------------
Money Market Index 500 Long-Term International Total Vanguard
Primecap Wellington Reserves Portfolio U.S. Treasury Growth Mutual
Fund Fund Fund Fund Bond Fund Fund Funds
----------- ---------- ------------ ----------- ------------- ------------- --------------
DECEMBER 31, 1998
Investments at fair value:
<S> <C> <C> <C> <C> <C> <C> <C>
Mutual funds $74,120,857 $51,190,326 $15,105,675 $56,540,086 $8,149,034 $7,460,945 $212,566,923
Receivables 4,781 7,738 2,496 3,663 1,351 1,260 21,289
------------ ----------- ------------ ------------ ----------- ---------- ------------
Net assets available
for benefits $74,125,638 $51,198,064 $15,108,171 $56,543,749 $8,150,385 $7,462,205 $212,588,212
============ =========== ============ ============ =========== =========== ============
DECEMBER 31, 1997
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
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
============ =========== ============= =========== =========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1998
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 (depreciation)
in fair value of investments $22,274,647 $ - $ 68,906 $(15,846,161) $(399,797) $ - $6,097,595
Interest and dividends 10,279,793 2,475,756 140,493 320,971 91,117 336,447 13,644,577
------------- ----------- --------- ------------- ---------- ---------- ----------
32,554,440 2,475,756 209,399 (15,525,190) (308,680) 336,447 19,742,172
------------- ----------- --------- ------------- ---------- ---------- ----------
Contributions:
Employer 14,151,059 819,784 468,744 4,921,611 20,361,198
Participants 16,256,893 (337,107) 650,251 6,033,702 22,603,739
Rollovers 2,818,743 1,333,998 96,935 529,792 4,779,468
------------- ------------ ---------- -------------- ------------ --------- ----------
33,226,695 1,816,675 1,215,930 11,485,105 47,744,405
------------- ------------ ---------- -------------- ------------ ---------- ----------
Assets transferred from/to
related plan, net (Note 4) 12,100,295 911,020 1,179,587 1,842,336 904,415 16,937,653
------------- ------------ ---------- -------------- ------------ ----------- ----------
Total additions 77,881,430 5,203,451 2,604,916 (2,197,749) (308,680) 1,240,862 84,424,230
------------- ------------ ---------- -------------- ------------ ----------- ----------
Deductions from net assets attributed to:
Benefits paid to participants 7,921,075 2,866,016 128,428 1,842,919 255,801 135,370 13,149,609
Loan activity, net 700,570 30,984 37,344 421,841 (1,190,739) -
Other, net 17,498 2,018 (2,799) (1,143) 20 (108) 15,486
------------- ------------ ----------- --------------- ------------ ----------- ----------
Total deductions 8,639,143 2,899,018 162,973 2,263,617 255,821 (1,055,477) 13,165,095
------------- ------------ ----------- --------------- ------------ ----------- ----------
Net increase (decrease) before
interfund transfers 69,242,287 2,304,433 2,441,943 (4,461,366) (564,501) 2,296,339 71,259,135
Interfund transfers (3,166,066) 282,656 10,126 2,907,868 (34,584) -
-------------- ------------ ----------- --------------- ------------ ----------- ----------
Net increase (decrease) 66,076,221 2,587,089 2,452,069 (1,553,498) (599,085) 2,296,339 71,259,135
Net assets available for
benefits, December 31, 1997 146,511,991 40,052,341 1,492,275 44,973,413 3,316,282 2,769,311 239,115,613
-------------- ------------ ----------- --------------- ------------ ---------- -----------
Net assets available for benefits,
December 31, 1998 $212,588,212 $42,639,430 $3,944,344 $ 43,419,915 $2,717,197 $5,065,650 $310,374,748
=============== ============= ============ =============== ============ ========= ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<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, 1998
Participant Directed
---------------------------------------------------------------------------------------------
Money Market Index 500 Long-Term International Total 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
(depreciation) in fair
value of investments $11,313,209 $(512,852) $ - $10,422,137 $414,411 $637,742 $22,274,647
Interest and dividends 2,755,836 5,551,128 647,231 814,715 361,346 149,537 10,279,793
------------- ------------ ------------ ------------ ----------- ----------- ------------
14,069,045 5,038,276 647,231 11,236,852 775,757 787,279 32,554,440
------------- ------------ ------------ ------------ ----------- ----------- ------------
Contributions:
Employer 4,407,235 2,959,181 1,183,309 4,054,394 617,258 929,682 14,151,059
Participants 5,311,915 3,237,428 1,070,844 4,830,226 704,128 1,102,352 16,256,893
Rollovers 839,482 676,633 377,667 598,347 195,053 131,561 2,818,743
------------- ------------ ------------ ------------- ----------- ------------ ------------
10,558,632 6,873,242 2,631,820 9,482,967 1,516,439 2,163,595 33,226,695
------------- ------------ ------------ ------------- ----------- ------------ ------------
Assets transferred from/to
related plans, net
(Note 4) 4,348,972 2,333,293 877,309 2,538,611 977,442 1,024,668 12,100,295
------------- ------------ ------------ ------------ ----------- ----------- -------------
Total additions 28,976,649 14,244,811 4,156,360 23,258,430 3,269,638 3,975,542 77,881,430
------------- ------------ ------------ ------------ ----------- ----------- --------------
Deductions from net assets
attributed to:
Benefits paid to
participants 2,644,571 2,126,959 872,456 1,748,957 292,943 235,189 7,921,075
Loan activity, net 187,516 187,433 68,632 152,593 50,700 53,696 700,570
Other, net 2,139 3,919 13,037 305 (1,627) (275) 17,498
------------- ----------- ------------- ------------ ------------- ------------- --------------
Total deductions 2,834,226 2,318,311 954,125 1,901,855 342,016 288,610 8,639,143
------------- ----------- ------------- ------------ ------------- ------------- --------------
Net increase before
interfund transfers 26,142,423 11,926,500 3,202,235 21,356,575 2,927,622 3,686,932 69,242,287
Interfund transfers (4,462,700) (824,395) 1,678,762 233,314 975,133 (766,180) (3,166,066)
------------- ------------ ------------ ------------ ----------- ------------ ------------
Net increase 21,679,723 11,102,105 4,880,997 21,589,889 3,902,755 2,920,752 66,076,221
Net assets available for
benefits, December 31, 1997 52,445,915 40,095,959 10,227,174 34,953,860 4,247,630 4,541,453 146,511,991
------------ ----------- ------------ ----------- ---------- ---------- -----------
Net assets available for
benefits, December 31, 1998 $74,125,638 $51,198,064 $15,108,171 $56,543,749 $8,150,385 $7,462,205 $212,588,212
============ ============ ============ =========== ========== =========== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
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
(Note 9). 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 1998) 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 $10,000 in 1998. The Sponsor contributes an amount equal to the first
6% of compensation contributed by a participant during each pay period (the
"Matching Contribution"). The Matching Contribution level 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 1998) 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. The Pension Contribution and Profit Sharing Contribution are
available for withdrawal when the participant retires or ceases employment with
the Sponsor. 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.
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 and 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 that 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's statement of changes in net assets includes 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.
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 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 collateralized by the participants' account
balance.
As of December 31, 1998 and 1997 the Plan investments were as follows:
<TABLE>
<CAPTION>
NUMBER OF FAIR VALUE
DECEMBER 31, 1998 PARTICIPANTS PER UNIT FAIR VALUE
Vanguard mutual funds:
<S> <C> <C> <C>
Primecap Fund (a) 3,560 $ 47.66 $ 74,120,857
Wellington Fund (a) 2,873 29.35 51,190,326
Money Market Reserves Fund 1,300 1.00 15,105,675
Index 500 Portfolio Fund (a) 3,438 113.95 56,540,086
Long-term U.S. Treasury Bond Fund 915 11.36 8,149,034
International Growth Fund 1,336 18.77 7,460,945
Collective Income Fund (a) 899 13.66 42,638,446
Growth and Income Fund 765 17.88 3,943,062
Tosco Stock Fund (a) 3,935 30.83 43,415,945
Phillips Petroleum Stock Fund 25 49.65 2,717,197
Loan Fund 956 5,065,650
---------------
$ 310,347,223
===============
NUMBER OF FAIR VALUE
DECEMBER 31, 1997 PARTICIPANTS PER UNIT FAIR VALUE
Vanguard mutual funds:
Primecap Fund (b) 2,785 $ 39.57 $ 52,442,925
Wellington Fund (b) 2,333 29.45 40,095,111
Money Market Reserves Fund 1,041 1.00 10,224,908
Index 500 Portfolio Fund (b) 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 (b) 784 12.87 40,052,207
Growth and Income Fund 425 16.48 1,492,150
Tosco Stock Fund (b) 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, 1998.
(b) This investment represents more than 5% of the Plan's net assets available for benefits as of December 31, 1997.
</TABLE>
4. ASSETS TRANSFERRED FROM/TO RELATED PLAN
Effective January 1, 1998, all non-store employee participants in the Tosco
Corporation Store Savings Plan (the "TSSP") were made eligible for the Plan.
Participants in the TSSP electing to transfer to the Plan were given a one-time
option to transfer not less than 100% of their TSSP balances to the Plan.
Additionally, certain store employees formerly participating in the Plan were
transferred to the TSSP.
5. 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 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.
6. 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 existing on the date of
termination as adjusted for investment gains and losses.
7. 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, 1998, the Sponsor paid administrative
expenses totaling $221,655 on behalf of the Plan.
8. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits as of
December 31, 1998 and 1997 as reflected in these financial statements to the
amounts reflected in the Plan's Form 5500:
<TABLE>
<CAPTION>
1998 1997
---------------- ---------------
<S> <C> <C>
Net assets available for benefits as reported in the financial statements $ 310,374,748 $ 239,115,613
Amounts allocated to withdrawing participants (2,825,297) (448,575)
---------------- ---------------
Net assets available for benefits as reported in the Form 5500 $ 307,549,451 $ 238,667,038
---------------- ---------------
The following is a reconciliation of benefits paid to participants for the year
ended December 31, 1998 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 $ 13,149,609
Amount allocated to withdrawing participants at December 31, 1998 2,825,297
Amount allocated to withdrawing participants at December 31, 1997 (448,575)
-----------------
Benefits paid to participants as reported in the Form 5500 $ 15,526,331
-----------------
</TABLE>
9 SUBSEQUENT EVENT
Effective January 1, 1999, the Plan was amended and restated so that eligible
employees could enroll in and contribute to the Plan in the month following
their date of hire rather than after one year of continuous service. The Sponsor
will continue to make Matching Contributions, Pension Contributions, and Profit
Sharing Contributions only after the participant has completed one year of
continuous service with the Sponsor.
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
Current
Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Cost Value
<S> <C> <C> <C>
(a) Vanguard / Primecap Fund 1,555,201 shares $49,948,359 $74,120,857
(a) Vanguard / Wellington Fund 1,744,134 shares 44,366,040 51,190,326
(a) Vanguard Money Market Reserves - Federal Portfolio 15,105,675 shares 15,105,675 15,105,675
(a) Vanguard Index Trust - 500 Portfolio 496,183 shares 37,537,721 56,540,086
(a) Vanguard Fixed Income Fund - LT U.S. Treasury Portfolio 717,345 shares 7,531,697 8,149,034
(a) Vanguard International Growth Portfolio 397,493 shares 6,893,401 7,460,945
American Express Trust Income Fund III 3,118,705 units 37,084,190 42,638,446
Warburg Pincus Growth & Income Fund 220,529 shares 3,858,326 3,943,062
(a) Tosco Stock Fund (b) 1,408,237 units 39,321,941 43,415,945
Phillips Petroleum Stock Fund (c) 54,727 units 998,000 2,717,197
Loans to Participants Interest rates from 7% to 10% and
maturities through 2003 5,065,650
----------------
$310,347,223
===============
(a) Investment qualifies as a party-in-interest for the Plan.
(b) Consists primarily of Tosco Corporation common stock.
(c) Consists primarily of Phillips Petroleum Company common stock.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
PUCHASES
Number of Purchase
Identity of Party Involved Description of Asset Transactions Price
- --------------------------- -------------------------- ---------------- --------------
<S> <C> <C>
The Vanguard Group Vanguard / Primecap Fund 197 $25,042,203
The Vanguard Group Vanguard / Wellington Fund 152 17,365,869
The Vanguard Group Vanguard Money Market Reserves - Federal Portfolio 214 15,424,465
The Vanguard Group Vanguard Index Trust - 500 Portfolio 210 24,425,292
American Express American Express Income Fund III 189 14,592,936
Tosco Corporation Tosco Corporation Common Stock 228 27,106,369
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>
The Vanguard Group Vanguard / Primecap Fund 228 $14,677,520 $11,982,322 $2,695,198
The Vanguard Group Vanguard / Wellington Fund 212 5,756,844 4,723,340 1,033,504
The Vanguard Group Vanguard Money Market Reserves - Federal Portfolio 201 10,531,803 10,531,803
The Vanguard Group Vanguard Index Trust - 500 Portfolio 216 13,258,818 11,356,574 1,902,244
American Express American Express Income Fund III 203 12,004,680 12,004,680
Tosco Corporation Tosco Corporation Common Stock 219 12,816,992 11,944,333 872,659
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-54153) of Tosco Corporation of our report dated
JUNE 30, 1999 relating to the financial statements and financial statement
schedules of the Tosco Corporation Capital Accumulation Plan as of December 31,
1998 and 1997, and for the year ended December 31, 1998, which appears in this
Form 11-K.
PricewaterhouseCoopers LLP
PHOENIX, ARIZONA
JUNE 28, 1999
<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 30, 1999 By: /S/ WANDA WILLIAMS
--------------------------------
(Wanda Williams)
Vice President - Human Resources
By: /S/ RANDALL S. SCHULTZ
--------------------------------
(Randall S. Schultz)
Plan Administrator
