Subject: Phoenix/Equilon Deal
From: [email-masked]
To: [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked], [email-masked]
Cc: [email-masked], [email-masked]
Date: Wed, 19 Jul 2000 23:13:00 -0700 (PDT)

As most of you know, we have signed a Memorandum Of Understanding with 
Equilon on this project.  Joe Richards will call a "kick-off" meeting on this 
deal for next Wednesday, and at that time, we will begin dividing up due 
diligence assignments and areas of responsibility.  In my view, we will learn 
a lot in the first two or three weeks of due diligence about our ultimate 
chances for closing this transaction.  Three big areas we will need to get a 
handle on are: (1) The dollar magnitude of the environmental responsibilities 
we would be taking on; (2) The quality/condition of Equilon's real property 
(ROW) records; and (3) Any major commercial/business/contractual issues 
surrounding this deal.

"Disclosure" is an important concept in this process.  If the deal moves 
forward and we become more confident of closure, we will, at some point, have 
to make some sort of announcement to the public about this transaction.  We 
DON'T want to do this now, or any time in the near future, because the deal 
is too uncertain/tentative at this particular juncture and we do not to say 
anything that could prove misleading.

Equilon has sent out a verbal notice to their field supervisors that they are 
in exclusive talks with a potential buyer (us).  At our request, they have 
not identified EOTT as the potential purchaser.  If they were to identify us 
at this point, and if word were to get out "on the street" about this pending 
deal, we might be forced into making some sort of premature disclosure, and 
we don't want that.  Accordingly, it is imperative that we all keep as quiet 
about this deal as possible (for now) and that we not discuss it in any 
shape/form/fashion with anyone outside of our company (other than our 
lawyers), or with anyone inside of EOTT who does not "need to know."  In 
particular, we have to make a concerted effort to make sure that "our" field 
people don't start talking with" their" field people about this deal.

There is always some degree of leakage in these matters, but we must do our 
best to minimize it----so we will not have to disclose this deal until we are 
ready. Please advise if there are any questions, and please share these 
thoughts, as and when appropriate, with the appropriate people within your 
respective groups.  Thanks.  SWD