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) April 24, 1996
TOSCO CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 1-7910 95-1865716
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
72 Cummings Point Road, Stamford, CT 06902
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
including area code: 203-977-1000
-----------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
Pursuant to an Agreement and Plan of Merger dated as of February 16, 1996
(the "Merger Agreement"), among Tosco Corporation ("Tosco"), Tosco Acquisition
Sub, Inc. ("Tosco Acquisition Sub"), and The Circle K Corporation ("Circle K"),
Tosco Acquisition Sub, a wholly-owned subsidiary of Tosco, will be merged with
and into Circle K (the "Merger") and each stockholder of Circle K will receive
shares of common stock of Tosco ("Tosco Common Stock"). In addition, Tosco
entered into an agreement with various stockholders (the "Selling Stockholders")
of Circle K (the "Stock Sale Agreement"), to acquire an aggregate of 16,555,852
shares of common stock of Circle K for a combination of cash and shares of Tosco
Common Stock. In connection with the Merger and Stock Sale Agreement, various
financial statements and pro forma financial statements are being filed as
exhibits to this Form.
Item 7. Financial Statements and Exhibits
The following exhibits are filed with this report:
Exhibit
Number
1. Audited consolidated financial statements of The
Circle K Corporation and subsidiaries ("Circle K")
as of April 30, 1995 and 1994, and for the year
ended April 30, 1995 and for the period July 27,
1993 (date of inception) to April 30, 1994, and
the consolidated statements of operations,
stockholders' equity and cash flows of Circle K's
predecessor and its subsidiaries for the period
May 1, 1993 to July 26, 1993 and the year ended
April 30, 1993.
2. Unaudited consolidated financial statements of Circle
K as of January 31, 1996 and for the nine months
ended January 31, 1996 and January 31, 1995.
3. Tosco Corporation and Circle K pro forma combined
financial statements (unaudited), consisting of pro
forma combined balance sheet as of December 31, 1995
and pro forma combined statement of income for the
year ended December 31, 1995.
-2-
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
By: /s/ WILKES McCLAVE III
-------------------------
Name: Wilkes McClave III
Title: Vice President and
General Counsel
Dated: April 24, 1996
-3-