Tesoro Petroleum Signs Definitive Agreements To Sell 70 Northern California Retail Stations

Business Wire, Nov 1, 2002

Business Editors & Energy Writers

SAN ANTONIO--(BUSINESS WIRE)--Nov. 1, 2002

Tesoro Petroleum Corporation (NYSE:TSO) today announced that the company has signed three separate Sale and Purchase Agreements to sell 70 Northern California retail stations for $67 million in cash, which includes associated working capital estimated at $5 million.

The parties involved in the transaction are USA Petroleum Corporation; Green Valley Gasoline L.L.C.; and Nella Oil Company together with Flyers L.L.C.. The transaction will not require regulatory approval and is expected to close in December.

Regarding the previously announced transaction between Williams Energy Partners (NYSE:WEG) and Tesoro Petroleum Corporation, both companies are continuing discussions with the Federal Trade Commission regarding the FTC's approval of WEG's proposed acquisition of Tesoro's Northern Great Plains Product System. While the parties continue discussions with the FTC, under the purchase and sale agreement, Tesoro now has the right to enter into discussions with other potential buyers regarding an alternate transaction.

Tesoro Petroleum Corporation, a Fortune 500 Company, is an independent refiner and marketer of petroleum products and provider of marine logistics services. Tesoro operates six refineries in the western United States with a combined capacity of nearly 560,000 barrels per day. Tesoro's retail-marketing system includes nearly 750 branded retail stations; of which over 290 are company owned under the Tesoro(R) and Mirastar(R) brands.

This news release contains certain statements that are "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. These forward-looking statements contain expectations with respect to the expected sale of the Company's Northern California retail stations and the Northern Great Plains Product System. For more information concerning factors that could cause actual results to differ from expectations, see the company's annual report on Form 10-K and quarterly reports on Form 10-Q, filed with the Securities and Exchange Commission. The company undertakes no obligation to publicly release the result of any revisions to any such forward-looking statements that may be made to reflect events or circumstances that occur, or which the Company becomes aware of, after the date hereof.