Texaco Sets Definitive Agreements

WHITE PLAINS, N.Y.-- The Texaco Alliance Trust has signed definitive agreements to sell Texaco Inc.'s interest in the refining and marketing ventures Motiva Enterprises LLC and Equilon Enterprises LLC to Shell Oil Co. and Saudi Refining Inc. for nearly $4 billion.

The Trust said Royal Dutch/Shell Group's Shell Transport and Saudi Refining, which were Texaco's partners in the ventures, will pay $3.86 billion -- $2.26 billion in cash and the assumption of about $1.6 billion of the Trust's share of debt and other liabilities of the ventures. Of the cash portion, about $160 million will be dividends.

The 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. Shell will own 100 percent of Equilon and Shell and Saudi Refining will each hold a 50 interest in Motiva, and the trust will transfer the payment to ChevronTexaco.

Shell has confirmed to CSNews Online that it would rebrand the Texaco convenience stores to its Shell brand.

Texaco reached a memorandum of understanding with Shell Oil and Saudi Refining prior to its merger with Chevron to form ChevronTexaco Corp. on the two downstream ventures.

The agreements have been submitted for approval to the Federal Trade Commission and the Attorneys General of 12 States and the trust said it is hopeful that the closing can take place mid-January.
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