Shareholders approve Phillips' acquisition of Tosco

April 11, 2001
Shareholders of Phillips Petroleum Co., Bartlesville, Okla., and Tosco Corp., Old Greenwich, Conn., Wednesday voted separately to approve Phillips� pending $7.5 billion stock acquisition of Tosco. Subject to regulators� approval, the deal is expected to close by the end of the third quarter.


By the OGJ Online Staff

HOUSTON, Apr. 11 -- Shareholders of Phillips Petroleum Co., Bartlesville, Okla., and Tosco Corp., Old Greenwich, Conn., Wednesday voted separately to approve Phillips� pending $7.5 billion stock acquisition of Tosco.

Subject to regulators� approval, the deal is expected to close by the end of the third quarter (OGJ Online, Feb. 5, 2001).

In terms of capacity, the combined Phillips-Tosco would become the second largest refiner in the US, just behind ExxonMobil Corp., and the third largest US retail marketer, with 12,200 outlets in 46 states.

Jim Mulva, Phillips chairman and CEO, said, �This paves the way for Phillips to become a premier competitor in the domestic refining, marketing, and transportation business, and to realize the competitive advantages of being fully integrated.�

Under terms of the deal, Phillips will issue 0.8 common share for each Tosco share and assume nearly $2 billion of Tosco�s debt. Tosco has grown through acquisitions from a single-refinery company in 1992 to become the largest US independent refiner and marketer.

Tosco has nine refineries with 1.3 million b/d of capacity, making it the third largest US refiner in terms of capacity, behind ExxonMobil and BP PLC. Phillips is ranked 17th among US refiners, with three plants totaling 355,000 b/d of capacity (OGJ, Dec. 18, 2000, p. 60).

Tosco�s biggest refinery, at 295,000 b/d, is at Roxanna, Ill. Other plants include: one each at Linden, NJ; Trainer, Pa., and Belle Chasse, La.; two connected plants at Los Angeles; two connected plants at San Francisco and one at Ferndale, Wash.

The companies� combined retail outlets include 6,300 from Tosco under the '76 and Circle K brands, and 5,900 under the Phillips 66 brand. Tosco is the largest operator of company-controlled convenience stores in the US.

Also at the Phillips shareholders meeting Wednesday, Mulva said he expects first-quarter net operating income will be up 75-85% from the same period last year.

Phillips expects total worldwide production to be in the range of 820,000 boe/d for the quarter compared with 489,000 boe/d for the first quarter of 2000.