press release

Texaco Alliance Trust Completes Sale of Former Texaco Refining and Marketing Interests to Shell Oil and Saudi Refining, Inc. for $3.86 Billion


This is news concerning ChevronTexaco but issued by someone other than ChevronTexaco and archived here for record purposes.

WHITE PLAINS, N.Y., Feb. 13, 2002 -- The Texaco Alliance Trust today completed the sale of its interests in refining, pipeline and retail fuel outlets to Shell Oil Company (Shell) and Saudi Refining, Inc. (SRI) for $3.86 billion, consisting of $2.26 billion in cash (including about $160 million in dividends) and the assumption of approximately $1.6 billion of the Trust's share of debt and other liabilities of the ventures. Definitive agreements for the sale were signed and announced on December 12, 2001.

The business being sold formerly constituted Texaco Inc.'s downstream interests conducted in partnership with Shell and SRI in Equilon Enterprises LLC and Motiva Enterprises LLC. The two ventures own eight refineries, 30,000 miles of pipelines, a trading enterprise and market in about 23,000 branded service stations in the United States. Prior to today's sale, the Trust owned 44% of Equilon (with Shell holding 56%) and 35% of Motiva (with Shell holding 30% and SRI the remaining 35%). Upon completion of today's transaction Shell owns 100% of Equilon and Shell and SRI each hold a 50% interest in Motiva.

Robert A. Falise, Chairman and Divestiture Trustee, said, "We were pleased to have been able to complete our negotiations and structure the definitive sale agreements in just two months. And we are gratified that the Federal Trade Commission and the Attorneys General of 12 States also have approved the transaction in a timely manner so that this transaction could be consummated and all parties could move forward."

Texaco's downstream business interests were transferred to the Trust on October 9, 2001, immediately before the merger of Chevron Corporation and Texaco, as a condition to completion of that merger imposed by the U.S. Federal Trade Commission and an agreement with the Attorneys General of 12 states. Mr. Falise was given full discretion to dispose of the businesses within an eight-month period following the ChevronTexaco merger. Just before the merger of Chevron and Texaco, Shell and SRI had reached a memorandum of understanding (MOU) with Texaco outlining the basic terms of the sale.

The Trust has been advised by Goldman, Sachs & Co.

Updated: February 2002