View:
================================================================================
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):
November 14, 1996
----------
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)
================================================================================
Item 5. Other Events
- --------------------
1. On November 15, 1996, the Registrant announced that it had reached an
Agreement in Principle to settle a purported class action filed against
the Registrant in 1994 for allegedly discriminating against
African-American employees, principally with respect to promotions.
Under the settlement, which is subject to approval by the United
States District Court for the Southern District of New York (District
Court), Texaco agreed to provide a payment to members of the
plaintiff-class in the amount of $115 million, provide a one-time
salary increase totalling approximately $4 million during 1997 to all
current African-American salaried employees who are in the
plaintiff-class and make certain changes and additions to its human
resources programs, including the creation of an Equality and
Tolerance Task Force which will be charged with reviewing Texaco's
human resources programs, designing changes as they deem necessary and
monitoring the progress made in those programs.
After recognizing previously established litigation reserves and
expected recoveries, as well as the favorable resolution of certain
unrelated issues, there will be no impact on fourth quarter 1996
results related to the $115 million payment to members of the
plaintiff-class.
In this matter, on November 15, 1996 the Registrant issued a Press
Release entitled "Texaco Announces Settlement in Class Action Lawsuit,"
a copy of which is attached hereto as Exhibit 99.1 and made a part
hereof.
2. On November 14, 1996, a second purported derivative action was filed in
the District Court against the Registrant, as nominal defendant, its
directors and certain current and former officers and employees. The
suit alleges, among other things, that the directors violated their
fiduciary duties in connection with alleged discriminatory employment
practices. The suit seeks, among other things, damages, return of
compensation, an order prohibiting future violations, controls to
prevent future violations, fees and expenses.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- --------------------------------------------------------------------------
(c) Exhibits
99.1 Press Release issued by Texaco Inc. dated November 15, 1996, entitled
"Texaco Announces Settlement in Class Action Lawsuit."
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.
---------------------
(Registrant)
By: Carl B. Davidson
---------------------
(Vice President and Secretary)
Date: November 22, 1996
-----------------
EXHIBIT 99.1
TEXACO ANNOUNCES SETTLEMENT IN CLASS ACTION LAWSUIT
---------------------------------------------------
Company Moving Ahead Vigorously with Broader Actions to Promote
Greater Diversity, Tolerance and Economic Opportunity
FOR IMMEDIATE RELEASE: FRIDAY, NOVEMBER 15, 1996.
- -------------------------------------------------------
WHITE PLAINS, N.Y., Nov. 15 - Texaco Inc. today announced it has reached an
Agreement in Principle to settle the Roberts v. Texaco class action lawsuit,
brought in 1994 on behalf of a class of approximately 1,400 individuals,
comprised of all current and certain former African American employees.
Under the settlement, which was described to the Court, Texaco agreed to:
* Provide a payment to the plaintiff-class in the amount of $115 million,
along with a one-time salary increase of about 11 percent for current
employees of the plaintiff-class, effective January 1, 1997;
* Create an Equality and Tolerance Task Force which will be charged with
determining potential improvements to Texaco's human resources programs, as
well as helping to monitor the progress being made in those programs (three
members of the Task Force to be appointed by the plaintiffs, three members
by Texaco and a mutually agreed-upon chairperson);
* Adopt and implement company-wide diversity and sensitivity, mentoring, and
ombuds programs;
* Consider nationwide job posting of more senior positions than are currently
posted; and
* Monitor its performance on the programs and initiatives provided for under
the settlement agreement.
Commenting on the agreement, Texaco Chairman and Chief Executive Officer
Peter I. Bijur said, "With this litigation behind us, we can now move forward on
our broader, urgent mission to make Texaco a model of workplace opportunity for
all men and women.
"Texaco is committed to developing and instituting specific, effective
policies that will ensure that discrimination is wiped out wherever it may be,
and that will expand the positive economic impact we can have in the minority
community. These policies will be clearly defined and achievable -- with
measurable goals set out on a specific timetable.
"Today's agreement affords us a renewed opportunity to join in common
purpose and unified action to achieve shared goals of greater inclusion and
opportunity at Texaco -- and in America," Bijur added.
Following the signing of the Agreement in Principle, all relevant legal
documents will be finalized.
- xxx -
CONTACTS: K. Peter Maneri 914-253-4181
Chris Gidez 914-253-4042