Filed by Chevron Corporation Pursuant to Rule 425 under the Securities Act
of 1933 and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Texaco Inc.
Commission File No. 333-54240
Date: February 12, 2001
Except for the historical and present factual information contained herein,
the matters set forth in this filing, including statements as to the expected
benefits of the merger such as efficiencies, cost savings, market profile and
financial strength, and the competitive ability and position of the combined
company, and other statements identified by words such as "expects," "projects,"
"plans," and similar expressions are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including the
possibility that the anticipated benefits from the merger cannot be fully
realized, the possibility that costs or difficulties related to the integration
of our businesses will be greater than expected, the impact of competition and
other risk factors relating to our industry as detailed from time to time in
each of Chevron's and Texaco's reports filed with the SEC. Chevron and Texaco
disclaim any responsibility to update these forward-looking statements.
Chevron has filed a Registration Statement on Form S-4 with the SEC
containing a preliminary joint proxy statement/prospectus regarding the proposed
merger transaction. Investors are urged to read the definitive joint proxy
statement/prospectus when it becomes available and any other relevant documents
filed with the SEC because they will contain important information. The
definitive joint proxy statement/prospectus will be sent to the stockholders of
Chevron and Texaco seeking their approval of the proposed transaction. In
addition, you may obtain the documents free of charge at the website maintained
by the SEC at www.sec.gov. Also, you may obtain documents filed with the SEC by
Chevron free of charge by requesting them in writing from Chevron Corporation,
575 Market Street, San Francisco, CA 94105, Attention: Corporate Secretary, or
by telephone at (415) 894-7700. You may obtain documents filed with the SEC by
Texaco free of charge by requesting them in writing from Texaco Inc., 2000
Westchester Avenue, White Plains, New York 10650, Attention: Secretary, or by
telephone at (914) 253-4000.
Chevron and Texaco, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies from the
stockholders of Chevron and Texaco in connection with the merger. Information
about the directors and executive officers of Chevron and their ownership of
Chevron stock is set forth in the proxy statement for Chevron's
2000 annual meeting of stockholders. Information about the directors and
executive officers of Texaco and their ownership of Texaco stock is set
forth in the proxy statement for Texaco's 2000 annual meeting of stockholders.
Investors may obtain additional information regarding the interests of such
participants by reading the definitive joint proxy statement/prospectus when it
becomes available.
* * *
[Press Release dated February 12, 2001]
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CHEVRON AND TEXACO ANNOUNCE LEADERSHIP TEAM
AND ORGANIZATION STRUCTURE FOR PROPOSED POST-MERGER COMPANY
SAN FRANCISCO, Calif., and WHITE PLAINS, N. Y., Feb. 12 - Chevron Corp. and
Texaco Inc. today announced the appointments of senior executives to lead the
new ChevronTexaco Corporation after the proposed merger closes. The announcement
also provides details about the new company's proposed organization structure.
As announced last October 16, Chevron Chairman and CEO Dave O'Reilly will have
the same role in ChevronTexaco. Chevron Vice Chairman Richard Matzke and Texaco
Inc. Chairman and CEO Glenn Tilton will each hold the title of Vice Chairman.
The three executives will form a newly created Office of the Chairman, which
will have oversight of the operations of the new company.
"The new organization is designed to achieve superior, long-term financial
performance for our shareholders," O'Reilly said. "ChevronTexaco will be
structured to capture quickly the $1.2 billion in synergies we envisioned when
we announced our merger, and to build long-term success.
"The people selected to lead the company have distinguished themselves in the
way they consistently achieve strong business results. All of them have records
of performance and accountability - both for themselves, and for the people and
organizations they lead," O'Reilly continued.
Commenting on the new leadership team, Tilton said "ChevronTexaco's path to
success is clear. We have every confidence in the ability of these executives to
quickly and effectively carry out our integration and achieve our synergy goals,
to deliver the operating and financial results our proposed new company is
designed to achieve, and to take advantage of the exceptional opportunities that
await the new ChevronTexaco."
CORPORATE
Three corporate Executive Vice Presidents will report to the Office of the
Chairman:
o DOWNSTREAM - Patricia Woertz, currently Vice President, Chevron Corp.,
and President, Chevron Products Co., will lead ChevronTexaco's global
downstream businesses;
o POWER, CHEMICALS AND TECHNOLOGY - Darry Callahan, currently Executive
Vice President, Chevron Corp., will retain his responsibilities for
technology, chemical additives and coal, plus power and gasification.
Callahan will also have responsibility for the company's interests in the
Chevron Phillips Chemical Company joint venture, Dynegy, Inc., and the
Sasol/Chevron Gas-to-Liquids joint venture;
o ADMINISTRATIVE AND CORPORATE SERVICES -- Greg Matiuk, currently vice
president, Human Resources, Chevron Corp., will be charged in his new
role with enabling significant synergies while maintaining a high level
of corporate support for the company's global businesses.
Other key corporate posts will be held by:
o FINANCE - Vice President and Chief Financial Officer John Watson,
currently Chevron Corp. Finance VP and CFO. Corporate officers reporting
to Watson will be Dave Krattebol, Vice President and Treasurer; Steve
Crowe, Vice President and Comptroller; and Bruce Marsh, General Tax
Counsel, all of whom currently hold the same positions in Chevron.
o HUMAN RESOURCES -- Vice President Janet Stoner, currently Texaco Inc. VP,
Human Resources;
o STRATEGIC PLANNING -- Vice President Patricia Yarrington, currently
Chevron Corp. VP, Strategic Planning;
o HEALTH, ENVIRONMENT AND SAFETY -- Vice President Warner Williams,
currently on special assignment with Chevron handling merger integration
planning for upstream;
o LAW -- Vice President and General Counsel Harvey Hinman, currently
Chevron Corp. VP and General Counsel. Reporting to Hinman will be
Corporate Secretary Lydia Beebe, currently in the same position for
Chevron; and,
o PUBLIC AFFAIRS -- Vice President Rosemary Moore, currently Texaco Inc. VP
of Corporate Communications and Government Affairs.
For the company's businesses, the new organization relies mainly on
decentralized operating companies segmented by business and geography, with
"strategic business units" managing relevant operations.
UPSTREAM
Two upstream companies reporting to Matzke will be charged with improving
profitability, efficiently managing the new company's significantly larger
resource base, and sustaining long-term competitiveness:
o OVERSEAS PETROLEUM - Peter Robertson, currently Chevron Corp. VP and
President of Chevron Overseas Petroleum, will retain those
responsibilities in the new company. Overseas Petroleum, to be
headquartered in San Ramon, Calif., will manage all of ChevronTexaco's
exploration and production activities (outside of North America) in some
30 countries around the world.
Overseas Petroleum will have 10 business units, each headed by a managing
director, plus a general manager for exploration. They are:
o OVERSEAS EXPLORATION -- Bobby Ryan, currently Vice President for Special
Projects in Texaco's Office of the Chairman;
o AUSTRALASIA - Rhonda Zygocki, currently Advisor to the Chairman of the
Board, Chevron Corp.;
o CHINA - Sam Snyder, currently President and Managing Director of Texaco
China B.V.;
o EURASIA - Guy Hollingsworth, currently in the same role for Chevron
Overseas Petroleum;
o EUROPE - John McDonald, currently North Sea Managing Director for Texaco;
o INDONESIA - Humayunbosha, currently Sr. Vice President and Deputy
Managing Director, Caltex Pacific Indonesia; and Bob Galbraith,
continuing with the same responsibilities as Managing Director and Senior
Vice President, Sumatra, Caltex Pacific Indonesia (and formerly with
Texaco);
o LATIN AMERICA - Ali Moshiri, currently General Manager and Advisor to the
Vice Chairman, Upstream, at Chevron Corp.;
o MIDDLE EAST / NORTH AFRICA - (To be announced)
o NIGERIA / MID-AFRICA - Ray Wilcox, currently Managing Director, Nigeria,
for Chevron Overseas Petroleum;
o SOUTHERN AFRICA - John Gass, currently General Manager, Operations,
Southern Africa Business Unit, for Chevron Overseas Petroleum; and,
o THAILAND - Jay Pryor, currently in the same role for Chevron Overseas
Petroleum.
o NORTH AMERICA UPSTREAM - George Kirkland, currently Chevron Corp. VP and
President of Chevron U.S.A. Production Company, will retain those
responsibilities in ChevronTexaco. North America, to be headquartered in
Houston, Texas, will consist of seven business units, each headed by a
vice president, plus a general manager for exploration. They are:
o SAN JOAQUIN VALLEY - Gary Luquette, currently in the same role for
Chevron Production Co.;
o GULF OF MEXICO SHELF - Doug Lanier, currently in the same role for
Chevron Production Co.;
o PERMIAN - Alan Kleier, currently Vice President of Texaco Exploration and
Production's Central U.S. Business Unit;
o GULF OF MEXICO DEEP WATER - (To be announced);
o MID CONTINENT - Melody Meyer, currently Manager, Business Development and
Planning for Chevron Production Co.;
o CANADA - Jim Simpson, currently in the same role for Chevron;
o ALASKA - Robert Howard, currently a Vice President for Chevron Production
Co.; and,
o EXPLORATION - Paul Siegele, currently Regional Manager for Texaco
Worldwide Exploration and Production.
Also reporting to Matzke as Advisor to the Vice Chairman will be David Roberts,
currently Director, Worldwide Upstream Strategic Management, for Texaco; and
General Manager of Exploration Tom Schull, currently Vice President, Planning,
Evaluation and Business Development, Chevron Overseas Petroleum.
DOWNSTREAM
The worldwide downstream organization reporting to Woertz will be segmented
geographically into four operating companies for major refining and marketing
operations, each headed by a president, plus a pipeline company. The refining
and marketing organizations - North America, Asia/Middle East/Africa,
Europe/West Africa, and Latin America - will have the scale and scope to create
and share best practices within and across operating companies, will have a
critical mass of competencies in each geographic area, and will share services
at the lowest possible cost. These businesses will be headed by:
o NORTH AMERICA PRODUCTS - Dave Reeves, currently Vice President,
Marketing, Chevron Products Co.;
o ASIA / MIDDLE EAST / AFRICA PRODUCTS - Jock McKenzie, currently Chairman
and CEO, Caltex Corp.;
o EUROPE / WEST AFRICA PRODUCTS - Jim Hawn, currently Regional Vice
President of Texaco International Marketing and Manufacturing for the
U.K. and Ireland Region, and Managing Director, Marketing and
Manufacturing, Texaco Ltd.;
o LATIN AMERICA PRODUCTS - Carey McHugh, currently Vice President, Southern
Cone Region of South America for Texaco International Marketing and
Manufacturing Operations;
o PIPELINE - Jeet Bindra, currently in the same role for Chevron Pipeline
Co.
Downstream will also operate several global businesses designed to quickly and
efficiently integrate the global product lines of Chevron, Texaco and Caltex
(now a 65-year, 50/50 joint venture between Chevron and Texaco). Operating in a
combination of developed, emerging and growth markets, these businesses will
build on the strong brand presence and varied global consumer marketing
experience of the three pre-merger companies. These businesses will be headed
by:
o LUBRICANTS - Shariq Yosufzai, currently President Lubricants-Caltex
Corporation;
o TRADING - Bob Parkey, Jr., currently Senior Vice President, Marketing and
Trading, Texaco Natural Gas-NA;
o SHIPPING - Tom Moore, currently in the same role for Chevron Shipping
Co.;
o FUEL AND MARINE MARKETING - Mike Bandy, currently President of Fuel and
Marine Marketing LLC, a Texaco and Chevron joint venture (and formerly
with Texaco).
POWER, CHEMICALS AND TECHNOLOGY
The organization reporting to Callahan includes diversified businesses and the
ChevronTexaco technology functions.
o POWER AND GASIFICATION - Jim Houck, currently President of Texaco Power
and Gasification;
o THE PITTSBURG & MIDWAY COAL MINING CO. - Steve Parker will continue as
President;
o ORONITE ADDITIVES - Ron Kiskis will continue in the same role he now
holds with Chevron Oronite Additives;
o TECHNOLOGY - Don Paul, currently Vice President, Technology and
Environmental Affairs, Chevron Corp., and President, Chevron Technology
Ventures, will become ChevronTexaco Vice President, Technology, and Chief
Technology Officer.
(The merger is conditioned, among other things, on shareholder approval for both
companies, pooling accounting treatment for the merger and regulatory approvals
of government agencies including the U.S. Federal Trade Commission.)
# # #
MEDIA CONTACTS: Fred Gorell, Chevron Corp., (415) 894-4443
Chris Gidez, Texaco Inc., (914) 253-4042
PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT
Except for the historical and present factual information contained herein, the
matters set forth in the materials above, including statements as to the
expected benefits of the merger such as efficiencies, cost savings, market
profile and financial strength, and the competitive ability and position of the
combined company, and other statements identified by words such as "expects,"
"projects," "plans," and similar expressions are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ materially,
including the possibility that the anticipated benefits from the merger cannot
be fully realized, the possibility that costs or difficulties related to the
integration of our businesses will be greater than expected, the impact of
competition and other risk factors relating to our industry as detailed from
time to time in each of Chevron's and Texaco's reports filed with the SEC.
Chevron and Texaco disclaim any responsibility to update these forward-looking
statements.
ADDITIONAL INFORMATION
Chevron has filed a Registration Statement on Form S-4 with the SEC containing a
preliminary joint proxy statement/prospectus regarding the proposed merger
transaction. INVESTORS ARE URGED TO READ THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The
definitive joint proxy statement/prospectus will be sent to the stockholders of
Chevron and Texaco seeking their approval of the proposed transaction. In
addition, you may obtain the documents free of charge at the Web site maintained
by the SEC at www.sec.gov. Also, you may obtain documents filed with the SEC by
Chevron free of charge by requesting them in writing from Chevron Corporation,
575 Market Street, San Francisco, CA 94105, Attention: Corporate Secretary, or
by telephone at (415) 894-7700. You may obtain documents filed with the SEC by
Texaco free of charge by requesting them in writing from Texaco Inc., 2000
Westchester Avenue, White Plains, New York 10650, Attention: Secretary, or by
telephone at (914) 253-4000.
Chevron and Texaco, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies from the
stockholders of Chevron and Texaco in connection with the merger. Information
about the directors and executive officers of Chevron and their ownership of
Chevron stock is set forth in the proxy statement for Chevron's 2000 Annual
Meeting of stockholders. Information about the directors and executive officers
of Texaco and their ownership of Texaco stock is set forth in the proxy
statement for Texaco's 2000 Annual Meeting of stockholders. Investors may obtain
additional information regarding the interests of such participants by reading
the definitive joint proxy statement/prospectus when it becomes available.
INVESTORS SHOULD READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY
WHEN IT BECOMES AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS.
* * *
[Letter from David J. O'Reilly to Chevron employees dated February 12, 2001]
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DAVE O'REILLY ANNOUNCES CHEVRONTEXACO LEADERSHIP TEAM
Today is an exciting day for all of us because we are announcing the people who
will lead the new ChevronTexaco organization. I'm delighted to share with you
details about the leadership team that will help us accomplish our business
goals and take advantage of the exceptional opportunities that await the new
company.
Having the right team in place is key to our success (which is why I'm making
this announcement personally). I am placing my utmost confidence in these
leaders to build the organization which will deliver the strategies as well as
the operating and financial results our proposed new company is designed to
achieve.
The people who will lead ChevronTexaco were selected with great care, using
criteria covering skills, experience, performance and behavior, and using an
equitable selection process that valued diversity. The new leaders embody the
values found in what will become The ChevronTexaco Way: they all have a strong
record of achieving business results (and getting them the right way), are known
for superior performance and for holding themselves and their organizations
accountable. They have demonstrated that they can lead their teams and build an
inclusive and collaborative organization.
Although we've made significant progress, we still have a lot of work to do in
assembling the entire team for the new company. Today's announcement is just the
first step.
For ChevronTexaco to succeed, we will need many thousands of skilled and
dedicated employees from Chevron, Texaco and Caltex. Where the new organization
involves Texaco businesses that don't overlap with Chevron's business or
location, we would generally expect to have many or most of the jobs filled with
Texaco people, and vice versa. In areas of overlapping activity and geography,
jobs will generally be open for selection. Decisions about which jobs will be
open will be made by local management consistent with selection guidelines. We
will rely on diverse teams - established by local management - to make
selections. Selection guidelines used will be the same throughout the company
and utilize job experience and performance information. All candidates will be
considered, regardless of their company affiliation.
My letter today is accompanied by a press release, also issued this morning, and
a comprehensive, easy-to-use organization chart on go.chevron. On the chart, you
can click on a box, and be taken directly to a Web page that provides more
details about each organization and the person who will lead it.
Of course, our companies are still separate, competing entities until we've
received the necessary approvals and the merger is complete. However, we are
planning in earnest, and today's announcement marks one of the most important
milestones in this process.
DAVE O'REILLY
# # #