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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 6, 1995
CHEVRON CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-368-2 94-0890210
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(State or other (Commission File Number) (I.R.S. Employer No.)
jurisdiction of
incorporation)
575 Market Street, San Francisco, CA 94105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(415) 894-7700
225 Bush Street, San Francisco, CA 94104
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(Former name or former address, if changed since last report)
Item 5. Other Events.
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On December 6, 1995, the Registrant's 50 percent owned affiliate,
Caltex Petroleum Corporation ("Caltex"), announced the signing of a
letter of intent to sell its 50 percent interest in Nippon
Petroleum Refining Company ("NPRC") to Caltex's partner, Nippon
Oil Company ("NOC"). Under the terms of the letter of intent,
Caltex will sell its 50 percent interest in NPRC to NOC for
approximately $2 billion. The parties have agreed to complete the
sale by the end of the first quarter of 1996, at which time Caltex
is expected to recognize a significant earnings gain.
Caltex, part of the Caltex Group of Companies, is a joint venture
corporation owned 50 percent each by the Registrant and Texaco Inc.
Caltex manufactures and markets refined products in over 60
countries, principally in Africa, Asia, the Middle East, New
Zealand and Australia.
In this connection, on December 6, 1995, Caltex issued a press
release entitled "Caltex To Sell Its 50 Percent Stake In Nippon
Petroleum Refining Company", a copy of which is attached hereto
as Exhibit 99.1 and made a part hereof.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release of Caltex Petroleum Corporation
dated December 6, 1995, entitled "Caltex To Sell
Its 50 Percent Stake In Nippon Petroleum Refining
Company."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: December 6, 1995
CHEVRON CORPORATION
By /s/ H. P. WALKER
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H. P. Walker
Assistant Secretary
EXHIBIT 99.1
[CALTEX LOGO]
CALTEX PETROLEUM CORPORATION NEWS RELEASE
P.O. BOX 619500 - DALLAS, TEXAS 75261/9600
For Immediate Release
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December 6, 1995, 7 A.M. (EST)
CALTEX TO SELL ITS 50 PERCENT STAKE
IN NIPPON PETROLEUM REFINING COMPANY
DALLAS, December 6 - Caltex Petroleum Corporation (Caltex) said that it has
signed a letter of intent to sell its 50 percent interest in Nippon Petroleum
Refining Company (NPRC) to its partner, Nippon Oil Company (NOC). The
decision is part of Caltex's long-term strategy to focus its activities on
high-growth areas throughout the Pacific Rim. Caltex, jointly owned by
Chevron Corporation and Texaco Inc., will continue its other businesses in
Japan, including its interest in Koa Oil Company (KOA), and its oil trading
activities.
Caltex and NOC each currently hold a 50 percent interest in NPRC. Under terms
of the letter signed today, Caltex will sell its 50 percent interest in NOC
for the sum of 200 billion yen (approximately US $2 billion). NPRC operates
refineries in Negishi and Muroran, Japan. NOC is the largest oil company in
Japan and markets refined products in the country through more than 10,000
service stations. The parties have agreed to complete the sale by the end of
the first quarter of 1996. Caltex is expected to recognize a significant
earnings gain upon completion of the transaction.
"This announcement is significant for both partners and for the shareholders
of Caltex," said David Law-Smith, Caltex Chairman of the Board and Chief
Executive Officer. "It begins a new chapter in a successful and profitable
partnership which has functioned extremely well over the past 44 years. This
transaction will assist Caltex in meeting its overall funding objectives,
including providing capital for the many growth opportunities available
throughout Asia."
According to Lloyd Elkins and C. Robert Black, directors on the Caltex Board
from Chevron and Texaco respectively, "The sale of Caltex's share of NPRC is a
win-win-win arrangement between NOC, Caltex, and Caltex's shareholders, and is
an affirmation of the friendly and cooperative relationship between Nippon Oil
Company and Caltex." The directors explained that the transaction, when
completed, will allow Nippon Oil Company to realize a greater and more
efficient integration of its refining and marketing business; whereas proceeds
from the sale will provide Caltex, Chevron and Texaco additional funds for
growth opportunities.
- 2 -
Law-Smith noted that Caltex's strong relationship with Nippon Oil will
continue, and pointed to Caltex's cooperation with NOC in the areas of
trading, logistics and in the marketing of bunker and aviation fuels and
lubricants. NOC and Caltex will continue to identify and develop new business
ventures in Japan and in other areas of the world.
As part of this transaction, it is envisioned that NOC and KOA will execute a
long-term offtake arrangement covering the sale of certain refined products to
NOC. In addition, Caltex will continue to supply NOC certain types or crude
oil at previously agreed upon volumes.
KOA, a Japanese refining company, is owned 50 percent by Caltex and 50 percent
by the Japanese public. It operates refineries in Marifu and Osaka, Japan.
It also owns substantial interests -- with NPRC and NOC -- in Tokyo Tanker
Company, Limited, and Nippon Oil Staging Terminal Company, Limited, the
world's largest petroleum receiving terminal.
Caltex is a crude oil refining and petroleum product marketing company based
in Irving, Texas, with operations in 64 countries in the Eastern Hemisphere.
Caltex posted 1994 year-end revenues of approximately US $14 billion.
# # #
Contact:
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Caltex: Paul T. Murphy (214) 830-3707
Seifu Yigezu (214) 830-3863
Chevron: Jan Golon (212) 424-2130
Mike Libbey (415) 894-4440
Texaco: David Dickson (914) 253-4128