SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) February 4, 2001
TOSCO CORPORATION
(Exact name of registrant as specified in its charter)
| Nevada (State or other jurisdiction of incorporation) | 1-7910 (Commission File Number) | 95-1865716 (IRS Employer ID Number) |
1700 East Putnam Avenue, Suite 500, Old Greenwich, Connecticut 06870
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (203) 698-7500
Item 5. Other Events
.On February 4, 2001, Tosco Corporation, Phillips Petroleum Company ("Phillips") and Ping Acquisition Corporation entered into a definitive agreement and plan of merger (the "Merger Agreement"), dated as of February 4, 2001. A copy of the press release issued by Tosco Corporation, a copy of the Merger Agreement and a copy of a letter agreement entered into between Phillips and Thomas D. O'Malley are each attached hereto as Exhibits 1, 2 and 3 respectively, and are each incorporated herein by this reference.
Item 7(c). Exhibits
(1) Press Release Issued by Tosco Corporation
(2) Agreement and Plan of Merger, dated as of February 4, 2001 by and among Phillips Petroleum Company, Ping Acquisition Corp. and Tosco Corporation
(3) Letter agreement, dated as of February 4, 2001 between Phillips Petroleum Company and Thomas D. O'Mally
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 hereunto duly authorized.
| TOSCO CORPORATION By: /s/ Wilkes McClave Name: Wilkes McClave Title: Senior Vice President |
Dated: February 5, 2001
