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Tosco Corporation Has Completed Its Merger With Phillips Petroleum.

OLD GREENWICH, Conn., Sept. 17 /PRNewswire/ --

Tosco Corporation is pleased to announce that it has completed its merger into Phillips Petroleum Company. Approval was received from the Federal Trade Commission, after which the closing was promptly completed.

Thomas D. O'Malley, Tosco's Chairman and Chief Executive Officer, said, "This completes the transformation of Tosco from a small, single-refinery company into a part of a major international oil corporation. We are particularly pleased that the transaction was closed on the originally stated schedule and under the originally announced terms. Based on closing prices for Monday, September 10th, Tosco's shareholders are receiving Phillips shares worth $7.3 billion for their equity, a 35.4% premium over the value of Tosco immediately preceding the announcement of the transaction on February 4, 2001.

"Over the past 11 years, Tosco has transformed itself, through the acquisition of 8 refineries and 6,300 retail gasoline stations. In the process, it has out-performed the S&P 500 and all of its peers.

"We are now part of the new Phillips which has become the second largest refiner and the third largest gasoline retailer in North America."

O'Malley continued, "This merger offers the former Tosco shareholders an opportunity for continued growth in shareholder value while, at the same time, giving the vast majority of Tosco employees continued employment and an opportunity to advance in an exciting growth-oriented operation."

O'Malley will continue with Phillips as its Vice Chairman and plans to promptly add to his share position in Phillips.

Tosco Corporation was a company with over $28 billion in annualized revenues, the largest independent refiner and marketer of petroleum products in the United States, and was the nation's largest operator of company- controlled convenience stores.

CONTACT: Jefferson F. Allen or Colm T. McDermott, both for Tosco

Corporation, +1-203-698-7500

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Publication:PR Newswire
Date:Sep 17, 2001
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