SAN ANTONIO, Texas -- Tesoro Petroleum Corp. has reached a definitive agreement to acquire Valero Energy Corp.'s 168,000-barrel-per-day Golden Eagle refinery in Contra Costa County, Calif., as well as 70 associated Beacon retail gasoline station/convenience stores in Northern California, for $945 million, plus inventories estimated at $130 million. The agreement also includes additional consideration of up to $150 million via an earn-out payment based on historical five-year margins. The deal, funded with debt and equity, is expected to close in April, subject to approvals.

Federal regulators ordered the assets to be sold as a condition of the Valero/Ultramar Diamond Shamrock merger agreement. The refinery and retail assets are currently in a "hold-separate" arrangement pending their divestiture.

ST. LOUIS -- Thomas D. O'Malley has been appointed as its new chairman, CEO and president of Premcor Inc. O'Malley had been the chairman and CEO of Tosco Corp. and served as a vice chairman and a director of Phillips Petroleum Co. after that company's acquisition of Tosco in September 2001 until his recent resignation from those positions to join Premcor. He remains a large Phillips shareholder.