ALON Group Buys 4,100 Apartment Units in San Antonio and Dallas-Fort Worth for $180 Million; Deal Signals Expansion of ALON's Texas Operations.

Business Editors

DALLAS--(BUSINESS WIRE)--Oct. 21, 2002

ALON Group, owner of Dallas-based ALON USA, announced today the purchase of 4,102 residential units spread among 13 apartment complexes located in the San Antonio area and in Dallas-Fort Worth.

The San Antonio-area units represent 82 percent of the new portfolio with 3,378 units in 10 complexes. The Dallas-Fort Worth units total 724 in three complexes.

    The properties included in the transaction are:

Property           City                   Units   Year of construction

Preston Trace      Dallas                  228       1984
Hunters Ridge      Fort Worth              248       1981
Southern Oaks      Fort Worth              248       1984
Grand Cypress      New Braunfels           164       1995
Ashley Oaks        San Antonio             462       1984/1985
Audubon            San Antonio             216       1984
The Bluffs         San Antonio             318       1975
Escalante          San Antonio             540       1986/2000
Kenton Place       San Antonio             244       1983
Promontory Pointe  San Antonio             596       1995
Sunset Canyon      San Antonio             466       1984
Cimarron City      Universal City, Texas   140       1985
Peppermill         Universal City, Texas   232       1985

ALON Group bought the properties from United Dominion Realty Trust (NYSE:UDR), a REIT based in Highlands Ranch, Colo. Bank of America financed the deal, providing $150 million over 26.5 years.

The transaction signals a major expansion of investment in Texas for the Group.

In August 2000, the ALON Group bought the business lines of Total FINA in the United States to create ALON USA. That acquisition included 1,700 FINA service station in Texas, New Mexico, Arizona, Oklahoma, Louisiana and Kansas; 174 convenience stores that now compose Southwest Convenience Stores, the largest franchisee of 7-Eleven stores in North America; FINA's refinery in Big Spring, Texas; 1100 miles of crude oil and oil products pipeline; and fuel storage terminals.

"The ALON Group's success in acquiring and operating the business of Total FINA, as well as the warm welcome of the community in Texas, led to the strategic decision to concentrate the Group's investment activity in Texas, ALON's second home," said David Wiessman, chairman of ALON USA and the leading company shareholder. "The real estate investment initiative is a natural evolution for ALON USA in view of the Group's rapid expansion since the acquisition of Total FINA businesses."

About ALON USA: ALON USA, a Dallas-based, fully-integrated refining and marketing enterprise operating in the Southwest, is a subsidiary of ALON Israel Oil Co. Ltd. ALON Israel purchased ATOFINA's Petrochemicals Inc.'s downstream business, including its domestic fuels marketing business, pipelines, terminals and Big Spring, Texas, refinery. Headquartered in Dallas, ALON USA controls the marketing rights to FINA gasoline throughout the Southwest. For more information about the company, visit its website, www.alonusa.com.