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, 2000
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 (State or other jurisdiction of incorporation or organization) | 95-1865716 (I.R.S. Employer Identification No.) |
| 1700 EAST PUTNAM AVENUE SUITE 500 OLD GREENWICH, CONNECTICUT (Address of principal executive offices) | 06870 (Zip Code) |
Registrant's telephone number, including area code: (203) 698-7500
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 SCHEDULE
AS OF DECEMBER 31, 2000 AND 1999 AND
FOR THE YEAR ENDED DECEMBER 31, 2000
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
| Page(s) |
| Report of Independent Accountants Financial Statements: | 1 |
| Statements of Net Assets Available for Benefits with Fund Information as of December 31, 2000 and 1999 Statement of Changes in Net Assets Available for Benefits with Fund Information for the year ended December 31, 2000 Notes to Financial Statements | 2 - 3 4 - 5 6 - 10 |
| Supplemental Schedule:* |
| Schedule of Assets Held for Investment Purposes as of December 31, 2000 | 11 |
| Consent of Independent Accountants Signatures | 12 13 |
| * | Other schedules required by the Department of Labor's Rules and Regulations for reporting and disclosure under ERISA have been omitted as they are not applicable. |
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and 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, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States of America. 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 of America, 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 our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes at December 31, 2000 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. The supplemental schedule and fund information are the responsibility of the Plan’s management. The supplemental schedule 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, 2001
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 2000 AND 1999
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, 2000
Investments at fair value:
Mutual funds $293,811,706 $ - $ 5,715,101 $ - $ - $ - $299,526,807
Common or collective
trust fund 39,889,398 39,889,398
Common stock 62,431,450 2,820,411 65,251,861
Loans to participants 7,442,747 7,442,747
------------ ----------- ---------- ---------- --------- --------- -----------
Total investments 293,811,706 39,889,398 5,715,101 62,431,450 2,820,411 7,442,747 412,110,813
Receivables 19,861 1,283 567 2,591 - - 24,302
------------ ----------- ---------- ---------- --------- --------- -----------
Net assets available for
benefits $293,831,567 $ 39,890,681 $5,715,668 $62,434,041 $2,820,411 $7,442,747 $412,135,115
============ ============ ========== =========== ========== ========== ============
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
============ ============ ========== =========== ========== ========== ============
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, 2000 AND 1999
PARTICIPANT DIRECTED
-----------------------------------------------------------------------------
MONEY INTER- TOTAL
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, 2000
Investments at fair value:
Mutual funds $132,179,792 $45,226,364 $22,576,700 $71,877,467 $8,997,059 $12,954,324 $293,811,706
Receivables 4,550 1,828 6,893 5,074 703 813 19,861
------------ ----------- ----------- ----------- ---------- ----------- ------------
Net assets available for
benefits $132,184,342 $45,228,192 $22,583,593 $71,882,541 $8,997,762 $12,955,137 $293,831,567
============ =========== =========== =========== ========== =========== ============
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
============ =========== =========== =========== ========== =========== ============
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, 2000
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 $(14,066,462) $ - $(333,037) $12,467,544 $515,319 $ - $(1,416,636)
Interest and dividends 16,746,265 2,558,814 775,558 476,576 71,058 602,203 21,230,474
------------ ---------- ---------- ----------- -------- -------- ------------
Total investment income 2,679,803 2,558,814 442,521 12,944,120 586,377 602,203 19,813,838
------------ ---------- ---------- ----------- -------- -------- ------------
Contributions:
Employer 20,150,462 825,210 626,499 4,522,029 - - 26,124,200
Participants 23,561,525 973,301 733,693 5,407,512 - - 30,676,031
Rollovers 3,102,068 88,505 96,708 172,270 - - 3,459,551
------------ ---------- ---------- ----------- -------- -------- ------------
Total contributions 46,814,055 1,887,016 1,456,900 10,101,811 - - 60,259,782
------------ ---------- ---------- ----------- -------- -------- ------------
Assets transferred from/to
related plan (Note 4) 4,625,002 33,352 172,846 412,485 - 41,815 5,285,500
------------ ---------- ---------- ----------- -------- -------- ------------
Total additions 54,118,860 4,479,182 2,072,267 23,458,416 586,377 644,018 85,359,120
------------ ---------- ---------- ----------- -------- -------- ------------
Deductions from net assets
attributed to:
Benefits paid to participants 52,933,231 6,896,675 488,918 4,240,477 212,926 1,410,768 66,182,995
Loan activity, net 844,551 31,525 30,792 426,403 - (1,333,271) -
Other, net (100,835) - (581) (28,682) 20 - (130,078)
------------ ---------- ---------- ----------- -------- -------- ------------
Total deductions 53,676,947 6,928,200 519,129 4,638,198 212,946 77,497 66,052,917
------------ ---------- ---------- ----------- -------- -------- ------------
Net increase (decrease) before
interfund transfers 441,913 (2,449,018) 1,553,138 18,820,218 373,431 566,521 19,306,203
Interfund transfers 8,719,821 (917,322) (723,709) (7,073,999) (4,791) - -
------------ ---------- ---------- ----------- -------- -------- ------------
Net increase (decrease) 9,161,734 (3,366,340) 829,429 11,746,219 368,640 566,521 19,306,203
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
------------ ---------- ---------- ----------- -------- -------- ------------
Net assets available for benefits,
December 31, 2000 $293,831,567 $39,890,681 $5,715,668 $62,434,041 $2,820,411 $7,442,747 $412,135,115
============ =========== ========== =========== ========== ========== ============-
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, 2000
PARTICIPANT DIRECTED
-------------------------------------------------------------------
MONEY LONG- INTER- TOTAL
MARKET INDEX 500 TERM NATIONAL 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 $(5,146,929) $ 339,330 $ - $(7,823,064) $898,091 $(2,333,890) $(14,066,462)
Interest and dividends 9,287,860 3,898,486 1,323,409 762,130 452,747 1,021,633 16,746,265
----------- ---------- ---------- ---------- --------- ----------- -------------
Total investment income (loss) 4,140,931 4,237,816 1,323,409 (7,060,934)1,350,838 (1,312,257) 2,679,803
----------- ---------- ---------- ---------- --------- ----------- -------------
Contributions:
Employer 7,740,298 2,693,036 1,979,537 5,809,579 649,080 1,278,932 20,150,462
Participants 9,743,867 3,064,638 1,419,922 7,070,157 679,052 1,583,889 23,561,525
Rollovers 1,583,410 294,374 319,324 704,957 45,943 154,060 3,102,068
----------- ---------- ---------- ---------- --------- ----------- -------------
Total contributions 19,067,575 6,052,048 3,718,783 13,584,693 1,374,075 3,016,881 46,814,055
----------- ---------- ---------- ---------- --------- ----------- -------------
Assets transferred from/to
related plan (Note 4) 1,489,521 415,046 600,706 1,296,539 84,702 738,488 4,625,002
----------- ---------- ---------- ---------- --------- ----------- -------------
Total additions 24,698,027 10,704,910 5,642,898 7,820,298 2,809,615 2,443,112 54,118,860
----------- ---------- ---------- ----------- --------- ----------- -------------
Deductions from net assets
attributed to:
Benefits paid to participants 28,047,005 7,193,498 4,227,609 11,570,222 830,374 1,064,523 52,933,231
Loan activity, net 345,267 169,467 45,358 232,697 31,626 20,136 844,551
Other, net (48,938) (23,084) (28,804) 334 (443) 100 (100,835)
----------- ---------- ---------- ---------- --------- ----------- -------------
Total deductions 28,343,334 7,339,881 4,244,163 11,803,253 861,557 1,084,759 53,676,947
----------- ---------- ---------- ---------- --------- ----------- -------------
Net increase (decrease)
before interfund transfers (3,645,307) 3,365,029 1,398,735 (3,982,955)1,948,058 1,358,353 441,913
Interfund transfers 18,033,589 (8,792,689) 636,740 (2,005,519) 373,641 474,059 8,719,821
----------- ---------- ---------- ----------- --------- ----------- ------------
Net increase (decrease) 14,388,282 (5,427,660) 2,035,475 (5,988,474) 2,321,699 1,832,412 9,161,734
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
----------- ---------- ---------- ------------ --------- ----------- -----------
Net assets available for benefits,
December 31, 2000 $132,184,342 $45,228,192 $22,583,593 $71,882,541 $8,997,762 $12,955,137 $293,831,567
============ =========== =========== =========== ========== =========== ============
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. Highly compensated employees (employees who made more than $80,000 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 $170,000 in 2000) to the Plan on a pre-tax basis, after-tax basis, or a combination of both, in one percent increments. Pre-tax contributions could not exceed $10,500 in 2000. 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 $170,000 in 2000) 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 Matching and Profit Sharing Contributions, including earnings thereon. Employees hired prior to January 1, 2000 are 100% vested in any Pension Contributions. Employees hired on or after January 1, 2000 become vested based on their years of service as follows:
YEARS OF SERVICE PERCENT VESTED
Fewer than 2 0%
2 25%
3 50%
4 75%
5 or more 100%
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, 2000 and 1999 the Plan investments were as follows:
Number of Fair Value
December 31, 2000 Participants Per Unit Fair Value
----------------- ------------ ----------- -------------
Vanguard mutual funds:
Primecap Fund (a) 4,977 $ 60.38 $ 132,179,792
Wellington Fund (a) 2,557 28.21 45,226,364
Money Market Reserves Fund (a) 1,784 1.00 22,576,700
Index 500 Portfolio Fund (a) 4,278 121.86 71,877,467
Long-term U.S. Treasury Bond Fund 939 10.90 8,997,059
International Growth Fund 1,761 18.87 12,954,324
Collective Income Fund (a) 825 1.00 39,889,398
Growth and Income Fund 911 13.62 5,715,101
Tosco Stock Fund (a) 4,091 40.37 62,431,450
Phillips Petroleum Stock Fund 14 66.03 2,820,411
Loan Fund 1,125 7,442,747
---------------
$ 412,110,813
===============
Number of Fair Value
December 31, 1999 Participants Per Unit Fair Value
----------------- ------------ ----------- ----------------
Vanguard mutual funds:
Primecap Fund (b) 3,852 $ 62.07 $ 117,795,213
Wellington Fund (b) 2,753 27.96 50,655,152
Money Market Reserves Fund (b) 1,281 1.00 20,547,988
Index 500 Portfolio Fund (b) 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 (b) 855 14.48 43,256,949
Growth and Income Fund 796 14.60 4,886,151
Tosco Stock Fund (b) 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
===============
| (a) | This investment represents more than 5% of the Plan's net assets available for benefits as of December 31, 2000. |
| (b) | This investment represents more than 5% of the Plan's net assets available for benefits as of December 31, 1999. |
4. Assets Transferred from/to Related Plan
In connection with the acquisition of certain assets from Exxon Corporation and Mobil Oil Corporation (collectively “ExxonMobil”), certain participants in ExxonMobil qualified plans were allowed to transfer their balances into the Plan.
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 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, 2000, the Sponsor paid administrative expenses totaling $183,933 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, 2000 and 1999 as reflected in these financial statements to the amounts reflected in the Plan’s Form 5500:
2000 1999
------------- --------------
Net assets available for benefits as reported in the financial statements $ 412,135,115 $ 392,828,912
Amounts allocated to withdrawing participants (1,263,796) (2,089,460)
-------------- ---------------
Net assets available for benefits as reported in the Form 5500 $ 410,871,319 $ 390,739,452
=============== ===============
The following is a reconciliation of benefits paid to participants for the year ended December 31, 2000 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 $ 66,182,995
Amount allocated to withdrawing participants at December 31, 2000 1,263,796
Amount allocated to withdrawing participants at December 31, 1999 (2,089,460)
--------------
Benefits paid to participants as reported in the Form 5500 $ 65,357,331
==============
9. Subsequent Events
On February 4, 2001, the Board of Directors of Tosco adopted an agreement and plan of merger with Phillips Petroleum Company (“Phillips”). As a result of the merger, Tosco will become a wholly owned subsidiary of Phillips. The transaction is expected to close by the end of the third quarter of 2001. Tosco is currently assessing the impact the merger will have on the Plan.
TOSCO CORPORATION CAPITAL ACCUMULATION PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2000
Current
Identity of Issue, Borrower, Lessor or Similar Party Description of Investment Cost Value
(a) Vanguard / Primecap Fund 2,189,132 shares $ 104,098,546 $ 132,179,792
(a) Vanguard / Wellington Fund 1,603,203 shares 42,989,856 45,226,364
(a) Vanguard Money Market Reserves - Federal Portfolio 22,576,700 shares 22,576,700 22,576,700
(a) Vanguard Index Trust - 500 Portfolio 589,836 shares 57,769,458 71,877,467
(a) Vanguard Fixed Income Fund - LT U.S. Treasury Portfolio 825,418 shares 8,555,542 8,997,059
(a) Vanguard International Growth Portfolio 686,504 shares 13,445,907 12,954,324
American Express Trust Income Fund III 39,889,398 units 39,889,398 39,889,398
Warburg Pincus Growth & Income Fund 419,611 shares 6,562,432 5,715,101
(a) Tosco Stock Fund (b) 1,546,481 units 46,646,217 62,431,450
Phillips Petroleum Stock Fund (c) 42,714 units 882,415 2,820,411
Loans to Participants Interest rates from 7% to
10% and maturities through 7,442,747 7,442,747
2005 -------------
$ 412,110,813
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| (a) (b) (c) | Investment qualifies as a party-in-interest for the Plan. Consists primarily of Tosco Corporation common stock. Consists primarily of Phillips Petroleum Company common stock. |
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, 2001 relating to the financial statements and supplemental schedule of the Tosco Corporation Capital Accumulation Plan at December 31, 2000 and 1999, and for the year ended December 31, 2000, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Phoenix, Arizona
June 28, 2001
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.
Date: June 29, 2001 | TOSCO CORPORATION (Registrant) TOSCO CORPORATION CAPITAL ACCUMULATION PLAN By: /s/ Wanda Williams (Wanda Williams) Vice President - Human Resources By: /s/ Randall S. Schultz (Randall S. Schultz) Plan Administrator |