Subject: Phoenix/Equilon Deal; CONFIDENTIAL ATTORNEY/CLIENT COMMUNICATION AND ATTORNEY'S WORK PRODUCT
From: [email-masked]
To: [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked], [email-masked]
Date: Tue, 11 Jul 2000 06:47:00 -0700 (PDT)

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