Sunoco, Inc. Announces Tender Offers

Sep 15, 2004, 01:00 ET from Sunoco, Inc.

    PHILADELPHIA, Sept. 15 /PRNewswire-FirstCall/ -- Sunoco, Inc. (NYSE:   SUN)
 today announced that it, and its wholly owned Aristech Chemical Corporation
 subsidiary, have commenced cash tender offers for $350 million aggregate
 principal amount of specified series of their outstanding debt.
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     Sunoco is offering to purchase any and all of the outstanding principal
 amount of its 9-3/8% Sinking Fund Debentures due 2016, redeemable in 2006, and
 Aristech is offering to purchase any and all of its 6-7/8% Notes due 2006.
 Both of these offers are scheduled to expire at 5:00 p.m. EDT, on
 September 22, 2004, the Scheduled Expiration Date, unless extended.
     The purchase price for each $1,000 principal amount of notes tendered and
 accepted for payment pursuant to the tender offers will be determined at
 2:00 p.m. EDT on September 22, 2004 in the manner described in the Offer to
 Purchase dated September 15, 2004.  The purchase price will be announced by
 news release promptly after its determination.  The consideration for each
 issue will be calculated by taking the applicable fixed spread over the bid
 side yield to maturity of a reference security.  For the 9-3/8% Sinking Fund
 Debentures, the reference security will be the 2-1/2% U.S. Treasury Notes due
 May 31, 2006.  For the 6-7/8% Notes, the reference security will be the 3-1/2%
 U.S. Treasury Notes due November 15, 2006.  In each case, the fixed spread
 would be 30 basis points.
     Settlement of each tender offer is expected to occur on the fourth New
 York Stock Exchange trading day following the Scheduled Expiration Date.
     Holders may withdraw their tenders prior to 5:00 p.m. EDT on the Scheduled
 Expiration Date of the cash tender offers, but not thereafter, except as may
 be required by law.
     Sunoco expects to use working capital and proceeds from a planned offering
 of debt securities under its effective shelf registration statement to fund
 the tender offer for its 9-3/8% Sinking Fund Debentures.  In the event that
 proceeds of this planned debt offering are not received prior to the
 applicable settlement date, Sunoco will pay for the Debentures from working
 capital.  Aristech expects to use funds available to it to fund the purchase
 of its 6-7/8% Notes.
     Sunoco and Aristech have retained Citigroup Global Markets Inc., Credit
 Suisse First Boston, LLC, and J.P. Morgan Securities, Inc. to serve as Dealer
 Managers for the tender offers, and Global Bondholder Services Corporation to
 serve as the depositary agent and information agent for the tender offers.
     Requests for documents may be directed to Global Bondholder Services
 Corporation by telephone at 866-470-4500 or 212-430-3774 or in writing at 65
 Broadway - Suite 74, New York, NY, 10006.  Questions regarding the tender
 offers may be directed to Citigroup Global Markets Inc. at 800-558-3745,
 Credit Suisse First Boston, LLC at 800-820-1653 or 212-538-0652, or J.P.
 Morgan Securities Inc. at 866-834-4666.
     This news release is not an offer to purchase or a solicitation of an
 offer to sell any securities, which is being made only pursuant to the terms
 of the Offer to Purchase, dated September 15, 2004.  In any jurisdiction where
 the laws require the tender offers to be made by a licensed broker or dealer,
 the tender offers will be deemed made on behalf of Sunoco or Aristech by
 Citigroup Global Markets Inc., Credit Suisse First Boston, LLC, and J.P.
 Morgan Securities, Inc., or one or more registered brokers or dealers under
 the laws of such jurisdiction.
     This release shall not constitute an offer to sell or the solicitation of
 an offer to buy the debt securities that Sunoco expects to offer under its
 effective shelf registration statement.
     Sunoco, Inc., headquartered in Philadelphia, PA, is a leading manufacturer
 and marketer of petroleum and petrochemical products.  With 890,000 barrels
 per day of refining capacity, over 4,800 retail sites selling gasoline and
 convenience items, over 4,500 miles of crude oil and refined product owned and
 operated pipelines and 37 product terminals, Sunoco is one of the largest
 independent refiner-marketers in the United States.  Sunoco is a significant
 manufacturer of petrochemicals with annual sales of approximately five billion
 pounds, largely chemical intermediates used to make fibers, plastics, film and
 resins.  Utilizing a unique, patented technology, Sunoco also manufactures two
 million tons annually of high-quality metallurgical-grade coke for use in the
 steel industry.  For additional information visit Sunoco's Web site at
     This release contains forward-looking statements within the meaning of
 Section 27A of the Securities Act of 1933 and Section 21E of the Securities
 Exchange Act of 1934.  Sunoco and Aristech believe that their expectations are
 based on reasonable assumptions.  No assurance, however, can be given that
 their goals will be achieved.  A number of factors could cause actual results
 to differ materially from the projections, anticipated results or other
 expectations expressed in this release.  While Sunoco and Aristech make these
 forward-looking statements in good faith, neither Sunoco nor Aristech can
 guarantee that the anticipated future results will be achieved.  Risks and
 uncertainties concerning Sunoco's business are more fully described in
 Sunoco's Form 10-Q, filed with the Securities and Exchange Commission on
 August 4, 2004.  Sunoco undertakes no obligation to update any forward-looking
 statements in this news release whether as a result of new information or
 future events.

SOURCE Sunoco, Inc.