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Previous: OGDEN CORP, 11-K, 2000-06-28 |
Next: TOSCO CORP, 11-K, 2000-06-28 |
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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from_____________________to_________________________
A. Full Title of the Plan
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
B. Exact Name of Issuer of the Securities held pursuant to the Plan
Nevada |
|
95-1865716 |
72 Cummings Point Road |
|
|
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.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1999 AND 1998 AND
FOR THE YEAR ENDED DECEMBER 31, 1999
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
Page(s)
Report of Independent Accountants |
1 |
|
Statements of Net Assets Available for Benefits with Fund Information as of December 31, |
|
Supplemental Schedules: |
|
|
Item 27(a) - Schedule of Assets Held for Investment Purposes as of
December 31, 1999 |
11 |
Consent of Independent Accountants |
13 |
To the Plan Administrator
Tosco Corporation Capital Accumulation Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statement 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, 1999 and 1998, and the changes in net assets available for benefits for the year ended December 31, 1999 in conformity with accounting principles generally accepted in the United States. 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 auditing standards generally accepted in the United States 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, 1999, and reportable (5%) transactions for the year ended December 31, 1999, 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 26, 2000
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1999 AND 1998
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, 1999
Investments at fair value:
Mutual funds $284,666,771 $ - $4,886,151 $ - $ - $ - $289,552,922
Common or collective trust
fund 43,256,949 43,256,949
Common stock 50,687,165 2,451,771 53,138,936
Loans to participants 6,876,226 6,876,226
------------- ----------- ----------------------- ---------- ---------- ------------
Total investments $284,666,771 $43,256,949 $4,886,151 $50,687,165 $2,451,771 $6,876,226 $392,825,033
Receivables 3,062 72 88 657 3,879
------------- ------------ ----------------------- ---------- ---------- ------------
Net assets available for
benefits $284,669,833 $43,257,021 $4,886,239 $50,687,822 $2,451,771 $6,876,226 $392,828,912
============= =========== ======================= ========== ========== ============
DECEMBER 31, 1998
Investments at fair value:
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
------------- ----------- ----------------------- ---------- ---------- -----------
Total investments 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
============= =========== =========== ============ =========== =========== ===========
The accompanying notes are an integral part of these financial statements.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION, CONTINUED
VANGUARD MUTUAL FUNDS
DECEMBER 31, 1999 AND 1998
Participant Directed
----------------------------------------------------------------------------
Inter- Total
Money Market Index 500 Long-Term national Vanguard
Primecap Wellington Reserves Portfolio U.S. Treasury Growth Mutual
Fund Fund Fund Fund Bond Fund Fund Funds
------------ ----------- ------------- ---------- ----------- ---------- ----------
DECEMBER 31, 1999
Investments at fair value:
Mutual funds $117,795,213 $50,655,152 $20,547,988 $77,869,998 $6,675,881 $11,122,539 $284,666,771
Receivables 847 700 130 1,017 182 186 3,062
------------ ----------- ------------ ----------- ----------- ----------- ------------
Net assets available for
benefits $117,796,060 $50,655,852 $20,548,118 $77,871,015 $6,676,063 $11,122,725 $284,669,833
============ =========== ============ =========== ========== =========== ============
DECEMBER 31, 1998
Investments at fair value:
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
============ =========== =========== =========== ========== =========== ============
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, 1999
Participant Directed
-------------------------------------------------------------------------------
Vanguard Collective Growth and Tosco Phillips
Mutual Funds Income Income Stock Petroleum Loan
(Page 5) Fund Fund Fund Stock Fund Fund Total
------------ ---------- ---------- --------- ------------ ------- --------
Additions to net assets
attributed to:
Investment income:
Net appreciation
(depreciation)
in fair value of
investments 34,066,544 $ - $(896,683) $3,049,500 $215,658 $ - $36,435,019
Interest and dividends 16,210,984 2,462,638 1,100,601 438,801 71,996 492,329 20,777,349
------------ ----------- ------------ ----------- ---------- -------- -----------
Total investment income 50,277,528 2,462,638 203,918 3,488,301 287,654 492,329 57,212,368
------------ ----------- ------------ ----------- ---------- -------- -----------
Contributions:
Employer 15,283,855 801,524 477,702 4,477,058 21,040,139
Participants 19,142,239 986,024 639,900 5,519,004 26,287,167
Rollovers 1,653,308 24,712 47,216 352,531 2,077,767
------------ ----------- ----------- ----------- ---------- -------- -----------
Total contributions 36,079,402 1,812,260 1,164,818 10,348,593 49,405,073
------------ ----------- ----------- ----------- ---------- -------- -----------
Total additions 86,356,930 4,274,898 1,368,736 13,836,894 287,654 492,329 106,617,441
------------ ----------- ----------- ----------- ---------- -------- -----------
Deductions from net assets
attributed to:
Benefits paid to
participants 16,729,894 4,031,267 372,302 2,218,307 541,462 261,778 24,155,010
Loan activity, net 1,134,734 (25,873) 36,742 434,422 (1,580,025) -
Other, net 12,289 (4,042) 20 8,267
------------ ----------- ------------ ----------- ---------- ----------- -----------
Total deductions 17,876,917 4,005,394 409,044 2,648,687 541,482 (1,318,247) 24,163,277
Net increase (decrease)
before interfund transfers 68,480,013 269,504 959,692 11,188,207 (253,828) 1,810,576 82,454,164
Interfund transfers 3,601,608 348,087 (17,797) (3,920,300) (11,598) -
------------ ----------- ----------- ----------- ---------- --------- -----------
Net increase (decrease) 72,081,621 617,591 941,895 7,267,907 (265,426) 1,810,576 82,454,164
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
------------ ----------- ----------- ----------- ---------- --------- -----------
Net assets available for
benefits, December 31,
1999 $284,669,833 $43,257,021 $4,886,239 $50,687,822 $2,451,771 $6,876,226 $392,828,912
============ =========== ========== =========== ========== ========== ============
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, CONTINUED
VANGUARD MUTUAL FUNDS
FOR THE YEAR ENDED DECEMBER 31, 1999
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
--------- ---------- ------------ ----------- --------------------------- --------------
Additions to net assets
attributed to:
Investment income (loss):
Net appreciation
(depreciation)
in fair value of
investments $24,115,889 $(2,296,341) $ - $11,735,335 $(1,217,547) $1,729,208 $34,066,544
Interest and dividends 8,505,309 4,487,025 844,439 1,313,964 523,469 536,778 16,210,984
----------- ------------ ---------------------- ----------- ----------- -----------
Total investment income
(loss) 32,621,198 2,190,684 844,439 13,049,299 (694,078) 2,265,986 50,277,528
----------- ------------ ---------------------- ----------- ----------- -----------
Contributions:
Employer 4,909,482 2,895,786 1,245,062 4,751,585 597,419 884,521 15,283,855
Participants 6,370,575 3,577,227 1,221,961 6,136,917 713,644 1,121,915 19,142,239
Rollovers 484,789 258,360 207,745 606,706 39,905 55,803 1,653,308
----------- ------------ ---------- ------------ ----------- ----------- -----------
Total contributions 11,764,846 6,731,373 2,674,768 11,495,208 1,350,968 2,062,239 36,079,402
----------- ------------ ---------- ------------ ----------- ----------- -----------
Total additions 44,386,044 8,922,057 3,519,207 24,544,507 656,890 4,328,225 86,356,930
Deductions from net assets
attributed to:
Benefits paid to
participants 6,158,555 3,741,371 1,890,909 3,752,379 800,729 385,951 16,729,894
Loan activity, net 370,785 106,707 143,261 422,910 25,073 65,998 1,134,734
Other, net (2,102) 3,038 7,533 2,780 80 960 12,289
----------- ------------ ---------- ---------- ----------- ----------- -----------
Total deductions 6,527,238 3,851,116 2,041,703 4,178,069 825,882 452,909 17,876,917
----------- ------------ ---------- ---------- ----------- ----------- -----------
Net increase (decrease)
before interfund transfers 37,858,806 5,070,941 1,477,504 20,366,438 (168,992) 3,875,316 68,480,013
Interfund transfers 5,811,616 (5,613,153) 3,962,443 960,828 (1,305,330) (214,796) 3,601,608
----------- ------------ --------- ----------- ----------- ----------- -----------
Net increase (decrease) 43,670,422 (542,212) 5,439,947 21,327,266 (1,474,322) 3,660,520 72,081,621
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
----------- ------------ ----------- ------------ ----------- ----------- -----------
Net assets available for
benefits, December 31,
1999 $117,796,060 $50,655,852 $20,548,118 $77,871,015 $6,676,063 $11,122,725 $284,669,833
============ =========== =========== =========== ========== ============ ============
The accompanying notes are an integral part of these financial statements.
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. Highly compensated employees (employees making more
than $80,000 per year) in 1999 can enroll in and contribute to the Plan after
one continuous year of employment with the Sponsor. All other eligible employees
can enroll in and contribute to the Plan in the month following their date of
hire. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (“ERISA”), as amended, and is being administered
by the Vanguard Group (“Vanguard”). Vanguard 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 1999) 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 1999. After a participant has
completed one year of continuous service, 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.
Also after the completion of one year of continuous service, 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 1999) 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.
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 are 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, 1999 and 1998 the Plan investments were as follows:
Number of Fair Value
December 31, 1999 Participants per Unit Fair Value
----------------- ------------- ----------- -----------
Vanguard mutual funds:
Primecap Fund (a) 3,852 $ 62.07 $ 117,795,213
Wellington Fund (a) 2,753 27.96 50,655,152
Money Market Reserves Fund (a) 1,281 1.00 20,547,988
Index 500 Portfolio Fund (a) 3,722 135.33 77,869,998
Long-term U.S. Treasury Bond Fund 870 9.67 6,675,881
International Growth Fund 1,330 22.49 11,122,539
Collective Income Fund (a) 855 14.48 43,256,949
Growth and Income Fund 796 14.60 4,886,151
Tosco Stock Fund (a) 3,777 32.47 50,687,165
Phillips Petroleum Stock Fund 22 54.74 2,451,771
Loan Fund 1,145 6,876,226
--------------
$ 392,825,033
==============
Number of Fair Value
December 31, 1998 Participants per Unit Fair Value
----------------- ------------ ----------- -----------
Vanguard mutual funds:
Primecap Fund (b) 3,560 $ 47.66 $ 74,120,857
Wellington Fund (b) 2,873 29.35 51,190,326
Money Market Reserves Fund 1,300 1.00 15,105,675
Index 500 Portfolio Fund (b) 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 (b) 899 13.66 42,638,446
Growth and Income Fund 765 17.88 3,943,062
Tosco Stock Fund (b) 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
==============
| (a) | This investment represents more than 5% of the Plan’s net assets available for benefits as of December 31, 1999. |
| (b) | This investment represents more than 5% of the Plan’s net assets available for benefits as of December 31, 1998. |
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 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 existing on the date of termination as adjusted for investment gains and losses.
6. Party-In-Interest Transactions
Certain investments of the Plan are in shares of mutual funds managed by Vanguard. As Vanguard is the Plan’s administrator, 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, 1999, the Sponsor paid administrative expenses totaling $171,401 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, 1999 and 1998 as reflected in these financial statements to the amounts reflected in the Plan’s Form 5500:
1999 1998
--------------- -------------
Net assets available for benefits as reported in the financial statements $ 392,828,912 $ 310,374,748
Amounts allocated to withdrawing participants (2,089,460) (2,825,297)
--------------- -------------
Net assets available for benefits as reported in the Form 5500 $ 390,739,452 $ 307,549,451
=============== =============
The following is a reconciliation of benefits paid to participants for the year ended December 31, 1999 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 $ 24,155,010
Amount allocated to withdrawing participants at December 31, 1999 2,089,460
Amount allocated to withdrawing participants at December 31, 1998 (2,825,297)
---------------
Benefits paid to participants as reported in the Form 5500 $ 23,419,173
===============
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
Current
Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Cost Value
---------------------------------------------------- ------------------------- ----------- ------------
(a) Vanguard / Primecap Fund 1,897,780 shares $73,877,007 $117,795,213
(a) Vanguard / Wellington Fund 1,811,701 shares 47,507,781 50,655,152
(a) Vanguard Money Market Reserves - Federal Portfolio 20,547,988 shares 20,547,988 20,547,988
(a) Vanguard Index Trust - 500 Portfolio 575,408 shares 50,354,651 77,869,998
(a) Vanguard Fixed Income Fund - LT U.S. Treasury Portfolio 690,371 shares 7,187,218 6,675,881
(a) Vanguard International Growth Portfolio 494,555 shares 8,969,949 11,122,539
American Express Trust Income Fund III 2,987,358 units 38,718,381 43,256,949
Warburg Pincus Growth & Income Fund 334,668 shares 5,737,545 4,886,151
(a) Tosco Stock Fund (b) 1,561,046 units 44,047,620 50,687,165
Phillips Petroleum Stock Fund (c) 44,789 units 876,451 2,451,771
Loans to Participants Interest rates from 7% to 10%
and maturities through 2004 6,876,226
-------------
$392,825,033
(a) |
|
Investment qualifies as a party-in-interest for the Plan. |
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE (5%) TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
PUCHASES
Number of Purchase
Identity of Party Involved Description of Asset Transactions Price
----------------------------- ------------------------------------------------- ------------- -----------
The Vanguard Group Vanguard / Primecap Fund 243 $38,100,410
The Vanguard Group Vanguard Money Market Reserves - Federal Portfolio 236 18,590,765
The Vanguard Group Vanguard Index Trust - 500 Portfolio 234 28,667,110
Tosco Corporation Tosco Corporation Common Stock 210 19,967,923
SALES
Number of Selling Cost of Net Gain
Identity of Party Involved Description of Asset Transactions Price Asset or (Loss)
---------------------------- ---------------------------------- ------------ ----------- ----------- ---------
The Vanguard Group Vanguard / Primecap Fund 242 $18,545,385 $14,406,973 $4,138,412
The Vanguard Group Vanguard Index Trust - 500 Portfolio 243 19,072,534 16,125,837 2,946,697
Tosco Corporation Tosco Corporation Common Stock 247 15,751,345 15,247,384 503,961
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 26, 2000 relating to the financial statements and financial statement schedules of the Tosco Corporation Capital Accumulation Plan as of December 31, 1999 and 1998, and for the year ended December 31, 1999, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Phoenix, Arizona
June 28, 2000
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.
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TOSCO CORPORATION |
Date: June 28, 2000 |
By: /s/ WANDA WILLIAMS |
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By: /s/ RANDALL S. SCHULTZ |
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