CIRCLE K ANNOUNCES MERGER WITH TOSCO.

PHOENIX, Ariz.--(BUSINESS WIRE)--Feb. 16, 1996--The Circle K Corporation (NYSE:CRK) today announced that it has entered into a definitive merger agreement with Tosco Corporation (NYSE:TOS). Tosco will acquire 100% of the equity of Circle K for a combination of cash and Tosco common stock.

Under the agreement, common stock held by the Circle K public shareholders will be exchanged for Tosco common stock at a value between $28.29 and $31.48 per Circle K share. Based on Tosco's current stock price of $43.50, the public shareholders would receive Tosco shares valued at $30.55. The value of the shares issued to the public shareholders would increase to $31.48 for Tosco stock prices at or above $47 per share and would decline to $28.29 for Tosco stock prices at or below $39 per share.

Certain shareholders of Circle K affiliated with Investcorp S.A., which own in the aggregate approximately 71% of Circle K's outstanding stock (the Investcorp Group), will receive $24.77 per share in cash plus Tosco common stock, for an aggregate value of between $27.79 and $29.48 per share. At Tosco's current market price of $43.50 per share, the Investcorp Group would receive aggregate consideration of $28.55 per share. The per share amount of the consideration to the Investcorp Group would increase to $29.48 for Tosco stock prices at or above $47 per share and would decline to $27.79 for Tosco stock prices at or below $39 per share.

At a transaction value of over $900 million, which includes the assumption of existing debt, Tosco will issue 6.5 million new shares of its common stock and pay approximately $427.5 million in cash.

The Board of Directors of both Circle K and Tosco have approved the transaction. It is anticipated that the merger will close by mid year of 1996. The transaction is subject to customary closing and regulatory conditions, including the approval of Circle K's shareholders, and certain termination rights in the event of a significant change in the market value of Tosco common stock.

Circle K's current population of 2500 stores will continue to operate under its widely recognized brand name. In addition, Circle K's brand may be expanded to Tosco's company owned and operated retail outlets.

The transaction will result in a combined entity serving approximately 4000 outlets, with gasoline sales of over 8 million gallons per day generating more than $11 billion in annual revenues. "Circle K's continued focus on customer service, store renovation, innovative merchandising, expense management and systems development has brought us to this important juncture in our evolution as a company," said John Antioco, Circle K's Chairman, President and CEO. Antioco continued, "The synergies from this merger create a more formidable marketing force. The resulting economies of scale, increased market penetration and enhanced national presence will give us a distinct competitive edge in a fiercely competitive industry."

"Circle K and Tosco fit together extremely well," said Thomas D. O'Malley, Tosco's Chairman and CEO. "This transaction advances our long stated goal of becoming a major gasoline retailer and complements our petroleum refining and gasoline marketing business." O'Malley continued, "We hope to capitalize on Circle K's superior retailing expertise by combining our retail operations into Circle K's headquarters in Phoenix."

The Circle K Corporation is the largest operator of company-owned convenience stores and the largest independent retailer of gasoline in the United States. It operates or franchises over 2,500 stores in 28 states, primarily in the Sunbelt.

Tosco Corporation is one of the largest independent refiner and marketer of petroleum products in the United States with a crude oil capacity of over 650,000 barrels per day.

CONTACT: The Circle K Corporation

Judy States

[phone]

Ann Vry

[phone]

The Circle K Corporation

OR

Investor Relations:

Naomi Rosenfeld / Betsy Brod

Stacey Herschaft

212-850-5600

Press: Miriam Adler

415-296-7383

Morgen-Walke Associates