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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
___________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 6, 1995
____________________________
TEXACO INC.
(Exact name of registrant as specified in its charter)
Delaware 1-27 74-1383447
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification Number)
2000 Westchester Avenue, 10650
White Plains, New York (Zip Code)
(Address of principal executive offices)
(914) 253-4000
(Registrant's telephone number, including area code)
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Item 5. Other Events
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1. On December 6, 1995, the Registrant announced that its 50 percent owned
affiliate, Caltex Petroleum Corporation ("Caltex"), has signed a letter of
intent to sell its 50 percent interest in Nippon Petroleum Refining Company
("NPRC") to Caltex' 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 recognizea significant earnings gain.
Caltex, part of the Caltex Group of Companies, is a joint venture
corporation owned 50 percent each by the Registrant and Chevron
Corporation. 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, the Registrant 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 of hereof.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.1 Copy of press release issued by Texaco Inc. dated December 6, 1995,
entitled "Caltex To Sell Its 50 Percent Stake In Nippon Petroleum
Refining Company."
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SIGNATURES
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.
TEXACO INC.
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(Registrant)
By: R.E. Koch
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(Assistant Secretary)
Date: December 7, 1995
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EXHIBIT 99.1
CALTEX TO SELL ITS 50 PERCENT STAKE IN
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NIPPON PETROLEUM REFINING COMPANY
---------------------------------
FOR IMMEDIATE RELEASE: WEDNESDAY, DECEMBER 6, 1995.
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TOKYO, Dec. 6 - Caltex Petroleum Company (Caltex) said today 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' 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 to grow its other businesses in
Japan, including its interest in Koa Oil Company, Limited (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 to
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' share of NPRC
is a win-win-win arrangement between NOC, Caltex, and Caltex' 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 national refining and marketing business; whereas
proceeds from the sale will provide Caltex, Chevron and Texaco additional funds
for growth opportunities.
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Law-Smith noted that Caltex' strong relationship with Nippon Oil will
continue, and pointed to Caltex' 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
of 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.
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CONTACTS:
Caltex: Paul T. Murphy (214) 830-3707
Seifu Yigezu (214) 830-3863
Chevron: Mike Libbey (415) 894-4440
Jan Golon (212) 424-2130
Texaco: David Dickson (914) 253-4128