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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TEXACO INC.
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(Name of Issuer)
COMMON STOCK
$3.125 PAR VALUE
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(Title of Class of Securities)
881694
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(CUSIP Number)
Harvey D. Hinman, Esq. Terry M. Kee, Esq.
Vice President and General Counsel Rodney R. Peck, Esq.
Lydia I. Beebe Pillsbury Madison & Sutro LLP
Corporate Secretary 50 Fremont Street
Chevron Corporation San Francisco, CA 94105
575 Market Street (415) 983-1000
San Francisco, CA 94105
(415) 894-7700
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 15, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
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SCHEDULE 13D
CUSIP No. 881694
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chevron Corporation
94-0890210
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES
BENEFICIALLY OWNED BY 7 SOLE VOTING POWER
EACH REPORTING PERSON 107,000,000(1)(2)(3)
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
107,000,000(1)(2)(3)
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
107,000,000(1)(2)(3)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES [ ]
CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.3(2)
14 TYPE OF REPORTING PERSON
CO
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1. The shares of common stock of Texaco Inc., a Delaware corporation (the
"Issuer") covered by this report are purchasable in certain events by Chevron
Corporation, a Delaware corporation ("Chevron") upon exercise of an option (the
"Option") granted to Chevron pursuant to the Stock Option Agreement dated as of
October 15, 2000 between the Issuer and Chevron (the "Texaco Option Agreement"),
and described in Item 4 of this statement. Prior to the exercise of the Option,
Chevron is not entitled to any rights as a shareholder of the Issuer as to the
shares covered by the Option. The number of shares of common stock of the Issuer
purchasable by Chevron under the Option, which is initially set to equal
107,000,000 shares, is subject to adjustment in certain circumstances, provided
that the aggregate number of shares purchasable by Chevron upon exercise of the
Option at the time of its exercise (together with prior purchases under the
Option) may not exceed 19.9% of the total outstanding shares of common stock of
the Issuer immediately prior to the time of such exercise (without giving effect
to the shares issued or issuable under the Option). The Option may only be
exercised upon the happening of certain events, none of which has occurred as of
the date hereof. Prior to such occurrence, Chevron expressly disclaims
beneficial ownership of the shares of common stock of the Issuer which are
purchasable by Chevron upon exercise of the Option.
2. The number of shares indicated represents approximately 16.3% of the
total outstanding shares of common stock of the Issuer as of September 30, 2000.
3. The number of shares indicated does not include shares which may be held
by any of Chevron's employee benefits plans.
Item 1. Security and Issuer
This Schedule 13D relates to the common stock, par value $3.125 per share
(the "Common Stock," an individual share of which is a "Share"), of the Issuer.
The principal executive offices of the Issuer are located at 2000 Westchester
Avenue, White Plains, New York 10650.
Item 2. Identity and Background
This Schedule 13D is filed by Chevron. Chevron manages its investments in,
and provides administrative, financial and management support to, U.S. and
foreign subsidiaries and affiliates that engage in fully integrated petroleum
operations, chemicals operations and coal mining. The company operates in the
United States and approximately 100 other countries. Petroleum operations
consist of exploring for, developing and producing crude oil and natural gas;
refining crude oil into finished petroleum products; marketing crude oil,
natural gas and the many products derived from petroleum; and transporting crude
oil, natural gas and petroleum products by pipelines, marine vessels, motor
equipment and rail car. Chemicals operations include the manufacture and
marketing of commodity petrochemicals, plastics for industrial uses and fuel and
lube oil additives. Chevron's principal offices are located at 575 Market
Street, San Francisco, California 94105.
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During the last five years neither Chevron nor, to the best of Chevron's
knowledge, any of its executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violation with respect to such laws.
All executive officers and directors of Chevron are citizens of the United
States except for Mr. P.J. Robertson, who is a citizen of the United Kingdom.
The name, business address and present principal occupation (including the name
and address of the corporation or organization in which such employment is
conducted) of each executive officer and director is set forth in Schedule I to
this Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
This statement relates to the Option granted to Chevron by the Issuer to
purchase shares of Common Stock from the Issuer as described in Item 4 below.
The Option entitles Chevron to purchase up to 107,000,000 Shares (the "Option
Shares") under the circumstances specified in the Texaco Option Agreement and as
described in Item 4 below, for a purchase price of $53.71 per Share (the
"Purchase Price"). The number of Option Shares and Purchase Price are subject to
adjustment in certain circumstances, provided that the aggregate number of
Shares purchasable by Chevron upon exercise of the Option at the time of its
exercise (together with prior purchases under the Option) may not exceed 19.9%
of the total outstanding shares of Common Stock of the Issuer immediately prior
to the time of such exercise (without giving effect to the shares issued or
issuable under the Option).
The Option was granted by the Issuer as an inducement to Chevron to enter
into the Agreement and Plan of Merger (the "Merger Agreement") dated as of
October 15, 2000 among Chevron, Keepep, Inc. ("Merger Subsidiary") and the
Issuer. Pursuant to the Merger Agreement and subject to the terms and conditions
set forth therein (including approval by the stockholders of Chevron and the
Issuer and various regulatory agencies), Merger Subsidiary will merge with and
into the Issuer (the "Merger") with the Issuer continuing as the surviving
corporation (the "Surviving Corporation") and becoming a wholly-owned subsidiary
of Chevron, and each issued and outstanding share of Common Stock of the Issuer
(other than those shares owned by the Issuer or Chevron) will be converted into
the right to receive 0.77 shares of common stock, $0.75 par value, of Chevron.
If the Merger is consummated, the Option will not be exercised. No monetary
consideration was paid by Chevron to the Issuer for the Option.
If Chevron elects to exercise the Option, it currently anticipates that the
funds to pay the Purchase Price will be generated by available working capital.
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Item 4. Purpose of Transaction
As stated above, the Option was granted to Chevron in connection with the
execution of the Merger Agreement as an inducement to Chevron to enter into the
Merger Agreement. The Option shall become exercisable upon the occurrence of
certain "Company Trigger Events" and in the circumstances described in the
Texaco Option Agreement and the Merger Agreement, none of which has occurred at
the time of this filing. The Texaco Option Agreement further provides that
Texaco may, at any time following the exercise by Chevron of the Option,
repurchase for cash all of the Option Shares received by Chevron pursuant to the
Texaco Option Agreement. In no event may the "Total Profit" of Chevron under the
Texaco Option Agreement or the Merger Agreement exceed $1.1 billion.
Chevron has granted to Texaco a substantially similar option to purchase up
to 127,000,000 shares of Chevron's common stock, par value $0.75 per share, at
an exercise price of $85.96 per share pursuant to a Stock Option Agreement dated
as of October 15, 2000 between Chevron and Texaco (the "Chevron Option
Agreement"), the provisions of which substantially correspond to the related
provisions of the Texaco Option Agreement.
If the Merger is consummated in accordance with the terms of the Merger
Agreement, the Board of Directors of the Surviving Corporation shall consist of
the directors of Merger Subsidiary at the effective time of the Merger (the
"Effective Time") and the officers of the Surviving Corporation shall be the
officers of Issuer at the Effective Time. The certificate of incorporation of
Issuer in effect at the Effective Time shall be the certificate of incorporation
of the Surviving Corporation. The bylaws of the Issuer in effect at the
Effective Time shall be the bylaws of the Surviving Corporation.
In the event the Merger is consummated, the Common Stock of the Issuer will
be delisted from the New York Stock Exchange and any other exchange on which it
is listed, and will become eligible for termination of registration under the
Securities Exchange Act of 1934, as amended.
Reference is hereby made to the Texaco Option Agreement and the Chevron
Option Agreement (together, the "Option Agreements"), which are included as
Exhibits 2.2 and 2.3, respectively, to the Current Report on Form 8-K filed by
Chevron on October 16, 2000 (the "Form 8-K"), for the full text of their terms,
including the conditions upon which they may be exercised. The Option Agreements
are incorporated herein by reference in their entirety.
The descriptions herein of the Merger Agreement are qualified in their
entirety by reference to the Merger Agreement, a copy of which was filed as
Exhibit 2.1 to the Form 8-K and which is incorporated herein by reference in its
entirety.
Other than as described above, Chevron has no plans or proposals which
relate to, or may result in, any of the matters listed in items 4(a)-(j) of
Schedule 13D.
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Item 5. Interest in Securities of the Issuer
As a result of the issuance of the Option and upon occurrence of certain
events described in the Texaco Option Agreement, Chevron may be deemed to be the
beneficial owner of 107,000,000 Shares, which would represent approximately
16.3% of the Shares outstanding after exercise of the Option (based on the
number of Shares outstanding on September 30, 2000, as set forth in the Merger
Agreement). Chevron would have sole voting and dispositive power with respect to
such Shares.
The Option Shares described herein are subject to the Option, which may
only be exercised upon the happening of certain events, none of which has
occurred as of the date hereof. Nothing contained herein shall be deemed to be
an admission by Chevron as to the beneficial ownership of any Shares, and, prior
to the occurrence of any of such events, Chevron disclaims beneficial ownership
of all Option Shares.
Except as described herein, neither Chevron nor, to the best of Chevron's
knowledge, any other person referred to in Schedule I attached hereto,
beneficially owns or has acquired or disposed of any Shares of the Issuer during
the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Except for the Merger Agreement and the Texaco Option Agreement, to the
best of Chevron's knowledge, none of the persons named in Item 2 has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any persons with respect to any securities of the Issuer, including, but
not limited to, transfers or voting of any securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7. Materials to be Filed as Exhibits
1 Stock Option Agreement dated as of October 15, 2000 among Texaco
Inc. and Chevron Corporation (incorporated by reference to
Exhibit 2.2 to the Current Report on the Form 8-K).
2 Stock Option Agreement dated as of October 15, 2000 among Texaco
Inc. and Chevron Corporation (incorporated by reference to
Exhibit 2.3 to the Current Report on the Form 8-K).
3 Agreement and Plan of Merger dated as of October 15, 2000, among
Texaco Inc., Chevron Corporation and Keepep Inc. (incorporated
by reference to Exhibit 2.1 to the Form 8-K).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Schedule 13D is true, complete
and accurate.
October 25, 2000 CHEVRON CORPORATION
By: /s/ H. P. Walker
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Name: H. P. Walker
Title: Assistant Secretary
(Duly Authorized Officer)
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SCHEDULE I
The following table sets forth the name, residence or business address,
citizenship, present principal occupation or employment, and the name, principal
business and address of any corporation in which such employment is conducted,
of each executive officer and director of Chevron Corporation ("Chevron").
Employment
Name Citizenship Information/Occupation Business Address Business of Employer
D.J. O'Reilly U.S. Chairman and Chief 575 Market Street San
Executive Officer of Francisco, CA 94105
Chevron
R.H. Matzke U.S. Vice Chairman of Chevron 575 Market Street San
Francisco, CA 94105
M.R. Klitten U.S. Executive Vice President 575 Market Street San
of Chevron Francisco, CA 94105
D.W. Callahan U.S. Executive Vice President 575 Market Street San
of Chevron Francisco, CA 94105
H.D. Hinman U.S. Vice President and 575 Market Street San
General Counsel of Chevron Francisco, CA 94105
G.L. Kirkland U.S. Vice President of Chevron 575 Market Street San
Francisco, CA 94105
P.J. Robertson U.K. Vice President of Chevron 575 Market Street San
Francisco, CA 94105
J.S. Watson U.S. Vice President and Chief 575 Market Street San
Financial Officer of Francisco, CA 94105
Chevron
P.A. Woertz U.S. Vice President of Chevron 575 Market Street San
Francisco, CA 94105
S.H. Armacost U.S. Chairman of SRI 333 Ravenwood Avenue Independent Research
International Menlo Park, CA 94025 and Consulting
S. Ginn U.S. Retired Chairman and One California Street Wireless
C.E.O. of Vodafone San Francisco, CA Telecommunications
AirTouch Plc 94111
C.A. Hills U.S. Chairman and C.E.O. of 1200 19th Street, Consulting
Hills & Company N.W., #201
International Washington, D.C. 20036
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Employment
Name Citizenship Information/Occupation Business Address Business of Employer
J.B. Johnston U.S. Chief Executive Officer, 1455 Pennsylvania Consulting
Johnston & Associates Avenue, N.W.
Washington, D.C. 20004
C.M. Pigott U.S. Chairman Emeritus of P.O. Box 1518 Transportation
PACCAR Inc. Bellevue, WA 98009
C. Rice U.S. Hoover Senior Fellow and Hoover Institution, Education
Professor of Political Stanford University
Science, Stanford Stanford, CA 94305
University
F.A. Shrontz U.S. Retired as Chairman of 7755 E. Marginal Way U.S. Manufacturer of
the Board and CEO of the S. Aircraft
Boeing Company Seattle, WA 98108
C.L Tien U.S. NEC Distinguished 6101 Etcheverey Hall Education
Professor of Engineering Berkeley, CA 94720
University of California
J.A. Young U.S. Vice-Chairman of Novell 3200 Hillview Ave. Software
Inc. Palo Alto, CA 94304
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