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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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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):
January 27, 1997
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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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Officer's Certificate and Other Information Related to $150 million of 7.09%
Guaranteed Notes Due 2007.
On January 27, 1997 certain officers of Texaco Capital Inc., a wholly-owned
subsidiary of the Registrant, executed an Officers' Certificate in accordance
with Section 2.02 of the Indenture dated as of August 24, 1984, as supplemented
and restated by the First Supplemental Indenture dated as of January 31, 1990,
and as further amended by the First Supplement to the First Supplemental
Indenture dated as of October 11, 1990, (as so supplemented and amended, and as
further amended by the Trust Indenture Reform Act of 1990 (P.L. 101-550), the
"Indenture"), among Texaco Capital Inc., as Issuer, Texaco Inc., as Guarantor,
and The Chase Manhattan Bank, as Trustee. Said Officers' Certificate established
the terms and provisions of a series of securities designated 7.09% Guaranteed
Notes Due 2007, as more particularly set forth in the Officers' Certificates
dated January 27, 1997, a copy of which is attached hereto as Exhibit 99.1 and
made a part hereof.
In this connection on January 27, 1997, Texaco Inc. issued a press release
entitled "Texaco Announces Public Issuance of $150 Million in 10-Year Debt
Securities," a copy of which is attached hereto as Exhibit 99.2 and made a part
hereof.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
23 Consent of Arthur Andersen LLP
99.1 Officers' Certificate of Texaco Capital Inc. dated
January 27, 1997 relating to $150 Million of 7.09%
Guaranteed Notes Due 2007.
99.2 Copy of press release issued by Texaco Inc. dated
January 27, 1997, entitled "Texaco Announces Public
Issuance of $150 Million in 10-Year Debt Securities."
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: January 28,1997
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EXHIBIT INDEX
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EXHIBIT EXHIBIT DESCRIPTION
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23 Consent of Arthur Andersen LLP
99.1 Officers' Certificate of Texaco Capital Inc. dated January 27,
1997 relating to $150 Million of 7.09% Guaranteed Notes Due 2007.
99.2 Copy of press release issued by Texaco Inc. dated January 27,
1997, entitled "Texaco Announces Public Issuance of $150 Million in
10-Year Debt Securities."
EXHIBIT 23
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Form S-3 (No. 33-63996) of our
report dated February 22, 1996 incorporated by reference in Texaco Inc.'s Form
10-K for the year ended December 31, 1995 and to all reference to our Firm
included in this Registration Statement on Form S-3 (No. 33-63996).
ARTHUR ANDERSEN LLP
New York, N.Y.
January 27, 1997
EXHIBIT 99.1
OFFICERS' CERTIFICATE
Pursuant to Section 2.02 of the Indenture dated as of August 24, 1984,
as supplemented and restated by a First Supplemental Indenture dated as of
January 31, 1990, and as further amended by the First Supplement to the First
Supplemental Indenture dated as of October 11, 1990, (as so supplemented and
amended, the "Indenture") among Texaco Capital Inc. (the "Company"), Texaco Inc.
and The Chase Manhattan Bank as Trustee (the "Trustee"), the undersigned
officers of the Company hereby establish a Series of Securities having the
following terms and provisions:
The Securities shall be designated "7.09% Guaranteed Notes Due 2007"
(the "Notes").
The aggregate principal amount of the Notes authorized to be
authenticated and delivered at any one time, subject to Sections 2.10,
2.11 and 2.14 of the Indenture, is limited to $150,000,000.
The annual interest rate is 7.09% payable semiannually on February 1
and August 1 beginning August 1, 1997. The Company will pay interest on
the Notes (except defaulted interest) to the person who is the
registered holder of the Notes at the close of business on the January
15 or July 15 next preceding the interest payment date.
The Company may pay principal and interest on the Notes at the office
or agency of the Company maintained for that purpose. Payment of
interest may be made at the option of the Company by check mailed to
the registered address of the holder, subject to any applicable
requirements of The Depository Trust Company. Initially, the Trustee,
having an office at 4 Chase MetroTech Center, Brooklyn, New York 11245,
will be the agent of the Company for the purpose of such payment.
The Notes shall be sold initially to the public at 100% of par and to
the Underwriters at 99.35% of par plus, in each case, accrued interest
from February 3, 1997.
The Notes shall mature on February 1, 2007.
The Notes shall not be redeemable prior to maturity.
The Notes shall be in global form in the form of Exhibit A hereto.
Although the Indenture provides that the Company may terminate its obligations
with respect to
any Series of Securities by making certain deposits with the Trustee, the Notes
shall provide that the Company will not exercise any such right with respect to
the Notes.
Peter M. Wissel
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President
Robert C. Gordan
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Treasurer
Dated: January 27, 1997
2
EXHIBIT A
Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its
agent for registration of transfer, exchange, or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
TEXACO CAPITAL INC.
7.09% Guaranteed Notes Due 2007
Guaranteed by Texaco Inc.
No. $150,000,000
Texaco Capital Inc. promises to pay to Cede & Co.
or registered assigns
the principal sum of 150,000,000 Dollars on February 1, 2007.
7.09% GUARANTEED NOTES DUE 2007
Interest Payment Dates: February 1 and August 1
Record Dates: January 15 and July 15
Dated:
Authenticated:
THE CHASE MANHATTAN BANK
as Trustee
TEXACO CAPITAL INC.
By...........................(SEAL) By................................
Authorized Officer
By................................
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(FORM OF REVERSE OF NOTE)
TEXACO CAPITAL INC.
7.09% Guaranteed Notes Due 2007
Guaranteed by Texaco Inc.
1. Interest.
Texaco Capital Inc. (the "Company"), a Delaware corporation, promises
to pay interest on the principal amount of the Note at the rate per annum shown
above. The Company will pay interest semiannually on February 1 and August 1 of
each year. Interest on the Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid, from February 3, 1997.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.
2. Method of Payment.
The Company will pay interest on the Note (except defaulted interest)
to the person who is the registered holder of the Note at the close of business
on January 15 or July 15 next preceding the interest payment date. A holder must
surrender the Note to a Paying Agent to collect principal payments. The Company
will pay principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts. However, the
Company may pay principal and interest by its check payable in such money. It
may mail an interest check to a holder's registered address.
3. Paying Agent and Registrar.
Initially, The Chase Manhattan Bank, as Trustee ("Trustee"), 4 Chase
MetroTech Center, Brooklyn, New York 11245, will act as Paying Agent and
Registrar. The Company may change any Paying Agent, Registrar or co-registrar
without notice.
4. Indenture.
The Company issued the Note as part of a Series of Notes under an
indenture dated as of August 24, 1984, as supplemented and restated by the First
Supplemental Indenture dated as of January 31, 1990, and as further amended by
the First Supplement to the First Supplemental Indenture dated as of October 11,
1990 (as so supplemented and amended, the "Indenture"), among the Company,
Texaco Inc. and the Trustee. The terms of the Note include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939 (15 U.S. Code Subsection 77aaa-77bbbb) as amended (the
"Act"). The Series of Notes is subject to all such terms, and the holder of this
Note is referred to the Indenture and the Act for a statement of them.
Notwithstanding Section 8.01 of the Indenture, the Company hereby covenants that
it will not terminate its obligations with respect to the Notes by making
certain deposits with the Trustee, and the Trustee and a Paying
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Agent shall have no obligation under Article 8 with respect to the Notes. This
Note is one of a Series of Notes of the Company designated as its 7.09%
Guaranteed Notes Due 2007.
5. Guaranty.
The Notes are guaranteed by Texaco Inc.
6. Redemption.
The Notes may not be redeemed prior to maturity and are not subject to
mandatory redemption.
7. Transfer and Exchange.
A holder of a Note may transfer or exchange a Note in accordance with
the Indenture. The Registrar may require a holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.
8. Persons Deemed Owners.
The registered holder of a Note may be treated as the owner of it for
all purposes.
9. Amendments and Waivers.
Subject to certain exceptions, the Series of Notes or the Indenture
with respect to the Series of Notes may be amended with the consent of the
holders of at least 50.1% in principal amount of the Series of Notes
outstanding, and any past default or compliance with any provision may be waived
with the consent of the holders of at least 50.1% in principal amount of the
Series of Notes outstanding. Without the consent of any Noteholder, the
Indenture or the Series of Notes may be amended to cure any ambiguity, defect or
inconsistency; to provide for assumption of the Company's obligations to
Noteholders; or to make any change that does not adversely affect the rights of
any Noteholder.
10. Restrictive Covenants.
The Series of Notes is an unsecured general obligation of the Company
limited to $150,000,000 principal amount. The Indenture does not limit other
unsecured debt. It does limit certain mortgages and sale-leaseback transactions
of Texaco Inc. if the property mortgaged or leased is a refinery or a
manufacturing plant in the United States or any oil or gas producing property
onshore or offshore the United States that is of material importance to the
total business of Texaco Inc. and its consolidated subsidiaries. The limitations
are subject to a number of important qualifications and exceptions. Once a year
Texaco Inc. must report to the Trustee on compliance with the limitations.
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When a successor corporation assumes all the obligations of the Company
under the Series of Notes and the Indenture with respect to such Series of
Notes, the Company will be released from those obligations.
11. Defaults and Remedies.
An Event of Default is: default for 30 days in payment of interest on
the Series of Notes; default in payment of principal on the Series of Notes;
failure by the Company or by Texaco Inc., as the case may be, for 90 days after
notice to the Company to comply with any of its other agreements in the Series
of Notes or the Indenture with respect to the Series of Notes; and certain
events of bankruptcy or insolvency. If an Event of Default occurs and is
continuing, the Trustee or the holders of at least 25% in principal amount of
the Series of Notes may declare all the Notes of the Series to be due and
payable immediately. Noteholders may not enforce the Series of Notes or the
Indenture with respect to the Series of Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Series of Notes or the Indenture with respect to the Series of
Notes. Subject to certain limitations, holders of a majority in principal amount
of the Series of Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Noteholders of the Series notice of any
continuing default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests.
12. Trustee Dealings with Company or Texaco Inc.
The Chase Manhattan Bank as Trustee under the Indenture, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company, Texaco Inc. or any affiliates of either, and
may otherwise deal with the Company, Texaco Inc. or any affiliates of either, as
if it were not Trustee.
13. No Recourse Against Others.
A director, officer, employee or stockholder, as such, of the Company
or Texaco Inc. shall not have any liability for any obligations of the Company
or Texaco Inc. under the Series of Notes or the Indenture or for any claim based
on, in respect of or by reason of, such obligations or their creation. Each
Noteholder of the Series by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.
14. Authentication.
This Note shall not be valid until authenticated by the manual
signature of the Trustee or an authenticating agent.
15. Abbreviations.
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Customary abbreviations may be used in the name of a Noteholder or an
assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the
entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).
The Company will furnish to any Noteholder upon written request and
without charge a copy of the Indenture. Requests may be made to the Company at
32 Loockerman Square, Suite L-100, Dover, Delaware 19901, with a copy to:
Treasurer, Texaco Inc., 2000 Westchester Avenue, White Plains, NY 10650.
16. Global Form.
Notwithstanding any contrary provisions of this Note, this Note is
registered in the name of a nominee of DTC and will not be issued in definitive
form to holders of beneficial interests herein unless DTC is unable or unwilling
to serve as a depository (and a successor depository is not appointed by the
Company within 90 days) or the Company in its sole discretion determines not to
have the Notes represented by a global Note. While this Note is so registered,
payments herein will be made to DTC in accordance with DTC's practices and
beneficial owners of this Note shall look only to DTC and its participants for
such payments.
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FORM OF GUARANTY
GUARANTY
TEXACO INC., a Delaware corporation (the "Guarantor"), unconditionally
guarantees to the holder of this Note the due and punctual payment of the
principal of, and interest on this Note.
The Guarantor shall not be entitled to receive any payments based upon
a right of subrogation with respect to any amounts paid by the Guarantor to
holders of the Series of Notes until the principal of, and interest on all Notes
of the Series shall have been paid in full or for which payment has been
provided.
TEXACO INC.
By _____________________________
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FORM OF ASSIGNMENT
I or we assign and transfer this Note to
Insert social security or other
identifying number of assignee
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| |
| |
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_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(Print or type name, address and zip code of assignee)
and irrevocably appoint _________________________________________
_______________________________________________________ agent to
transfer this Note on the books of the Company. The agent
may substitute another to act for him.
Dated:________________________ Signed:__________________________
_________________________________________________________________
(Sign exactly as name appears on the other side of this
Note)
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EXHIBIT 99.2
TEXACO ANNOUNCES PUBLIC ISSUANCE
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OF $150 MILLION IN 10-YEAR DEBT SECURITIES
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FOR RELEASE: MONDAY, JANUARY 27, 1997.
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WHITE PLAINS, N.Y., Jan. 27 - Texaco Capital Inc., a wholly-owned
finance subsidiary of Texaco Inc., announced that it is issuing $150 million of
10-year notes in a public offering. These securities, which will mature on
February 1, 2007, are being offered at a price of 100 percent of par with an
interest coupon rate of 7.09 percent and are not callable during the term.
Texaco Inc. will unconditionally guarantee the securities.
Proceeds from the sale will be loaned to Texaco Inc. or its
subsidiaries to be used for working capital, for retirement of debt and for
other general corporate purposes.
The sale is being offered through an underwriting group led by Blaylock
& Partners, L.P. and co-managed by Muriel Siebert & Co., and W.R. Lazard,
Laidlaw and Luther. The debt securities are issued under a shelf registration
statement that was filed with the Securities and Exchange Commission in June
1993.
Today's selection of the underwriters for this offering is consistent
with Texaco's plans to broaden its base of vendors and suppliers of services
with additional women- and minority-owned firms. Texaco's business partnering
program was developed as part of the company's efforts to ensure that its
business practices enhance its ability to compete successfully in the complex
global marketplace.
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CONTACT: Cynthia Michener 914-253-4743
Additional Texaco information is available on the World Wide Web at:
http://www.texaco.com