PHILADELPHIA, Sept. 22 /PRNewswire-FirstCall/ -- Sunoco, Inc. (NYSE: SUN) today announced that it has priced its tender offer for any and all of the outstanding principal amount of its 9 3/8% Sinking Fund Debentures due 2016, redeemable in 2006, and Aristech Chemical Corporation, its wholly owned subsidiary, has priced its tender offer for any and all of its 6 7/8% Notes due 2006.

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Upon consummation of its offer, Sunoco will pay $1,109.12 for each $1,000 principal amount of the 9 3/8% Sinking Fund Debentures purchased in the offer, plus accrued but unpaid interest up to, but not including, the settlement date. The purchase price was determined by reference to a fixed spread of 30 basis points over the bid side yield of the 2 1/2% U.S. Treasury Notes due May 31, 2006 (as quoted on Bloomberg Screen PX4 at 2:00 p.m., New York City time, today). When Aristech's offer is consummated, it will pay $1,082.76 for each $1,000 principal amount of 6 7/8% Notes purchased in the offer, plus accrued but unpaid interest up to, but not including, the settlement date. The purchase price was determined by reference to a fixed spread of 30 basis points over the bid side yield of the 3 1/2% U.S. Treasury Notes due November 15, 2006 (as quoted on Bloomberg Screen PX5 at 2:00 p.m., New York City time, today).

Both offers are scheduled to expire at 5:00 p.m., New York City time, today, unless extended. The purchase price for securities tendered and accepted for payment pursuant to the tender offers is payable only to holders who validly tender their notes before 5:00 p.m., New York City time, on the applicable expiration date and do not withdraw their tender. Holders who tender their securities in the offers may withdraw their tender at any time prior to 5:00 p.m., New York City time, on the applicable expiration date, but not thereafter, except as may be required by law.

Settlement of each tender offer is expected to occur on the fourth New York Stock Exchange trading day following the applicable expiration date.

Specific details of the offer are fully described in the Offer to Purchase and the related Letter of Transmittal, both dated September 15, 2004. Requests for these documents may be directed to Global Bondholder Services Corporation by telephone at 866-470-4500 or 212-430-3774 or in writing at 65 Broadway - Suite 74, New York, NY, 10006. Questions regarding the tender offers may be directed to Citigroup Global Markets Inc. at 800-558-3745, Credit Suisse First Boston, LLC at 800-820-1653 or 212-538-0652, or J.P. Morgan Securities Inc. at 866-834-4666.

Each of the tender offers is subject to conditions set forth in the Offer to Purchase and the related Letter of Transmittal. This news release is not an offer to purchase or a solicitation of an offer to sell any securities, which is being made only pursuant to the terms of the Offer to Purchase, dated September 15, 2004. In any jurisdiction where the laws require the tender offers to be made by a licensed broker or dealer, the tender offers will be deemed made on behalf of Sunoco or Aristech by Citigroup Global Markets Inc., Credit Suisse First Boston, LLC, and J.P. Morgan Securities Inc. or one or more registered brokers or dealers under the laws of such jurisdiction.

Sunoco, Inc., headquartered in Philadelphia, PA, is a leading manufacturer and marketer of petroleum and petrochemical products. With 890,000 barrels per day of refining capacity, over 4,800 retail sites selling gasoline and convenience items, over 4,500 miles of crude oil and refined product owned and operated pipelines and 37 product terminals, Sunoco is one of the largest independent refiner-marketers in the United States. Sunoco is a significant manufacturer of petrochemicals with annual sales of approximately five billion pounds, largely chemical intermediates used to make fibers, plastics, film and resins. Utilizing a unique, patented technology, Sunoco also manufactures two million tons annually of high-quality metallurgical-grade coke for use in the steel industry. For additional information visit Sunoco's Web site at http://www.SunocoInc.com.

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Sunoco and Aristech believe that their expectations are based on reasonable assumptions. No assurance, however, can be given that their goals will be achieved. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release. While Sunoco and Aristech make these forward-looking statements in good faith, neither Sunoco nor Aristech can guarantee that the anticipated future results will be achieved. Risks and uncertainties concerning Sunoco's business are more fully described in Sunoco's Form 10-Q, filed with the Securities and Exchange Commission on August 4, 2004. Sunoco undertakes no obligation to update any forward-looking statements in this news release whether as a result of new information or future events.

SOURCE  Sunoco, Inc.
    -0-                             09/22/2004
    /CONTACT: Jerry Davis (media), +1-215-977-6298 or Terry Delaney
(investors), +1-215-977-6106, both of Sunoco/
    /Photo:  NewsCom:  http://www.newscom.com/cgi-bin/prnh/19981105/PHTH006
            PRN Photo Desk, photodesk@prnewswire.com/
    /Company News On-Call:  http://www.prnewswire.com/comp/829144.html/
    /Web site:  http://www.SunocoInc.com /
    (SUN)

CO:  Sunoco, Inc.; Aristech Chemical Corporation; Citigroup Global Markets
     Inc.; Credit Suisse First Boston, LLC; J.P. Morgan Securities Inc.
ST:  Pennsylvania
IN:  OIL CHM FIN
SU:  OFR

FB 
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1997 09/22/2004 15:31 EDT http://www.prnewswire.com