Message-ID: <7768519.1075844952698.JavaMail.evans@thyme> Date: Tue, 11 Jul 2000 06:47:00 -0700 (PDT) From: steve.duffy@enron.com To: dana.gibbs@enron.com, lori.maddox@enron.com, stanley.horton@enron.com Subject: Phoenix/Equilon Deal; CONFIDENTIAL ATTORNEY/CLIENT COMMUNICATION AND ATTORNEY'S WORK PRODUCT Cc: joe.richards@enron.com, rbaird@velaw.com, susan.ralph@enron.com Mime-Version: 1.0 Content-Type: text/plain; charset=us-ascii Content-Transfer-Encoding: 7bit Bcc: joe.richards@enron.com, rbaird@velaw.com, susan.ralph@enron.com X-From: Steve Duffy X-To: Dana Gibbs, Lori Maddox, Stanley Horton X-cc: Joe Richards, rbaird@velaw.com, Susan Ralph X-bcc: X-Folder: \Stanley_Horton_1\Notes Folders\Discussion threads X-Origin: HORTON-S X-FileName: shorton.nsf Joe R. will be sending out something in greater detail shortly, but it appears that Equilon's management would like to pursue a deal with us on an exclusive basis and that this decision is being forwarded to the Equilon Board for approval. If this acquisition goes forward, we will need to get organized---in the near term---on a number of logistical/due diligence tasks, but one thing we should start thinking about now is the "disclosure" issue. If the Equilon Board gives the go-ahead for Equilon to pursue this transaction , Equilon will probably want to sign a memorandum of understanding with us, and this may put us in a "disclosure" posture because at that point, we would be looking at a $65 million deal (approx.) with a closure probability of no less than 20% (in my judgment, based upon our past dealings with these people). Even without a signed document, the "size/probability" test would still be an issue for us to deal with. Everyone should be thinking about this issue as we await word from Equilon's Board. Thanks. SWD