Tosco Announces Stockholder Approval of Phillips Merger

Apr 11, 2001, 01:00 ET from Tosco Corporation

    OLD GREENWICH, Conn., April 11 /PRNewswire/ -- Tosco Corporation announced
 that at a Special Meeting held today its stockholders approved the Agreement
 and Plan of Merger, dated as of February 4, 2001, by which Phillips Petroleum
 Company will acquire Tosco Corporation.
     Tosco Chairman and Chief Executive Officer Thomas D. O'Malley said, "I am
 pleased that the Tosco shareholders have strongly approved this merger.  This
 will provide the current Tosco holders a new platform for growth as part of
 the new Phillips, of which I will be part."
     As previously announced, the acquisition is expected to close by the end
 of the third quarter of 2001, pending expiration of the Hart-Scott-Rodino
 waiting period and other customary closing conditions.
     Tosco Corporation will report first quarter 2001 earnings on Thursday
 April 26, 2001.  There will be a conference call to discuss the results hosted
 by Jefferson F. Allen, Tosco President and Chief Financial Officer at
 11:00 A.M. Eastern Time.  The dial in phone number for the conference call is
 877-209-9920.  The international dial in phone number is 612-288-0318.
     There will be a recorded playback available until Friday, May 3, 2001.
 The playback phone number is 800-475-6701 (within the U.S.) or 320-365-3844
 (from outside U.S.) access code 580736.
     Tosco Corporation, which currently has over $28 billion in annualized
 revenues, is the largest independent refiner and marketer of petroleum
 products in the United States, and is the nation's largest operator of
 company-controlled convenience stores.
     Tosco's company literature including Press Releases, Forms 10-K and 10-Q
 are available on Tosco's website: http://www.tosco.com.
 
     CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
 THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
     Certain statements contained in this news release are "forward-looking
 statements" within the meaning of The Private Securities Litigation Reform Act
 of 1995.   Such statements involve known and unknown risks and uncertainties.
 The words "believe," "expected," "could," "looks forward," and other similar
 expressions identify forward-looking statements.  Important factors (but not
 necessarily the only important factors) that could cause the results to differ
 materially from those expected are: delay in completing a project or projects,
 operational difficulties, varying market conditions, actions of government,
 and other risks noted from time to time in the Company's Securities and
 Exchange Commission and other filings.  The company's forward-looking
 statements are expressed in good faith and believed to have a reasonable
 basis, but there can be no assurance that they will be achieved.
 
     Contact:  Jefferson F. Allen or Colm T. McDermott, 203-698-7500, both for
 Tosco Corporation.
 
 

SOURCE Tosco Corporation
    OLD GREENWICH, Conn., April 11 /PRNewswire/ -- Tosco Corporation announced
 that at a Special Meeting held today its stockholders approved the Agreement
 and Plan of Merger, dated as of February 4, 2001, by which Phillips Petroleum
 Company will acquire Tosco Corporation.
     Tosco Chairman and Chief Executive Officer Thomas D. O'Malley said, "I am
 pleased that the Tosco shareholders have strongly approved this merger.  This
 will provide the current Tosco holders a new platform for growth as part of
 the new Phillips, of which I will be part."
     As previously announced, the acquisition is expected to close by the end
 of the third quarter of 2001, pending expiration of the Hart-Scott-Rodino
 waiting period and other customary closing conditions.
     Tosco Corporation will report first quarter 2001 earnings on Thursday
 April 26, 2001.  There will be a conference call to discuss the results hosted
 by Jefferson F. Allen, Tosco President and Chief Financial Officer at
 11:00 A.M. Eastern Time.  The dial in phone number for the conference call is
 877-209-9920.  The international dial in phone number is 612-288-0318.
     There will be a recorded playback available until Friday, May 3, 2001.
 The playback phone number is 800-475-6701 (within the U.S.) or 320-365-3844
 (from outside U.S.) access code 580736.
     Tosco Corporation, which currently has over $28 billion in annualized
 revenues, is the largest independent refiner and marketer of petroleum
 products in the United States, and is the nation's largest operator of
 company-controlled convenience stores.
     Tosco's company literature including Press Releases, Forms 10-K and 10-Q
 are available on Tosco's website: http://www.tosco.com.
 
     CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF
 THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
     Certain statements contained in this news release are "forward-looking
 statements" within the meaning of The Private Securities Litigation Reform Act
 of 1995.   Such statements involve known and unknown risks and uncertainties.
 The words "believe," "expected," "could," "looks forward," and other similar
 expressions identify forward-looking statements.  Important factors (but not
 necessarily the only important factors) that could cause the results to differ
 materially from those expected are: delay in completing a project or projects,
 operational difficulties, varying market conditions, actions of government,
 and other risks noted from time to time in the Company's Securities and
 Exchange Commission and other filings.  The company's forward-looking
 statements are expressed in good faith and believed to have a reasonable
 basis, but there can be no assurance that they will be achieved.
 
     Contact:  Jefferson F. Allen or Colm T. McDermott, 203-698-7500, both for
 Tosco Corporation.
 
 SOURCE  Tosco Corporation