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Sunoco Completes FTC Regulatory Review Process to Acquire El Paso Corporation Eagle Point Refinery

   SUNOCO LOGO
Sunoco logo. (PRNewsFoto)[TK]
PHILADELPHIA, PA USA
    PHILADELPHIA, Dec. 30 /PRNewswire-FirstCall/ -- Sunoco, Inc. (NYSE: SUN)
today announced that it had completed the regulatory review process with the
Federal Trade Commission and signed a purchase and sale agreement with El Paso
Corporation (NYSE: EP) for its acquisition of the Eagle Point refinery.  The
purchase price is $111 million plus the fair market value for inventories and
certain assumed liabilities at time of closing.  The companies expect to close
the transaction by mid-January 2004.
    (Logo:  http://www.newscom.com/cgi-bin/prnh/19981105/PHTH006 )
    The refinery, located in Westville, New Jersey across the Delaware River
from Sunoco's Philadelphia Refining Complex has a rated capacity of
150,000 barrels per day.  The purchase includes certain logistics assets
associated with the refinery which Sunoco intends to make available for sale
to Sunoco Logistics Partners, L.P., its 75 percent owned master-limited
partnership.  Sunoco also signed an option to purchase El Paso's share of the
Harbor pipeline, which connects the refinery to regional distribution systems.
    "We are pleased that we can now move ahead and complete this acquisition,"
said Sunoco Chairman and Chief Executive Officer John G. Drosdick.  "The Eagle
Point refinery will expand our total refining capacity by 20 percent,
integrate well with our other Northeast Refining operations and should be
positioned to make a significant contribution to our results in 2004."
    Sunoco expects to conduct a conference call to review the acquisition in
more detail upon final closing of the transaction.
    Sunoco, Inc., headquartered in Philadelphia, PA, is a leading manufacturer
and marketer of petroleum and petrochemical products.  With 730,000 barrels
per day of refining capacity, over 4,600 retail sites selling gasoline and
convenience items, interests in almost 11,000 miles of domestic crude oil and
refined product pipelines and 34 product terminals, Sunoco is one of the
largest independent refiner-marketers in the United States.  Sunoco is a
growing force in petrochemicals with approximately six billion pounds of
annual sales, largely chemical intermediates used in the manufacture of
fibers, plastics, film and resins.  Utilizing a proprietary technology, Sunoco
also manufactures two million tons annually of high-quality blast furnace coke
for use in the steel industry.  For additional information, visit Sunoco's Web
site at http://www.SunocoInc.com.
    Those statements made in this release that are not historical facts are
forward-looking statements intended to be covered by the safe harbor
provisions of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  Although Sunoco believes that the
assumptions underlying these statements are reasonable, investors are
cautioned that such forward-looking statements are inherently uncertain and
necessarily involve risks that may affect Sunoco's business prospects and
performance causing actual results to differ from those discussed in the
foregoing release.  Such risks and uncertainties include, by way of example
and not of limitation: general business and economic conditions; competitive
products and pricing; changes in refining, chemical and other product margins;
variation in petroleum-based commodity prices and availability of crude oil
supply or transportation; fluctuations in supply of feedstocks and demand for
products manufactured; changes in operating conditions and costs; changes in
the expected level of environmental capital, operating or remediation
expenditures; potential equipment malfunction; potential labor relations
problems; the legislative and regulatory environment; plant
construction/repair delays; nonperformance by major customers, suppliers or
other business partners; and political and economic conditions, including the
impact of potential terrorist acts and international hostilities.  These and
other applicable risks and uncertainties have been described more fully in
Sunoco's third quarter Form 10-Q filed with the Securities and Exchange
Commission on November 7, 2003 and in other periodic reports filed with the
Securities and Exchange Commission.  Sunoco undertakes no obligation to update
any forward-looking statements in this release, whether as a result of new
information or future events.


SOURCE Sunoco, Inc.




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    NewsCom: 
    http://www.newscom.com/cgi-bin/prnh/19981105/PHTH006
    PRN Photo Desk, photodesk@prnewswire.com
    CONTACT:
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    Terry Delaney (investors), +1-215-977-6106, both of Sunoco