================================================================================ 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): July 25, 1997 ---------- 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 - -------------------- On July 25, 1997, the Registrant announced that its Board of Directors has approved a two-for-one split of the Registrant's common stock effected in the form of a stock dividend. The additional shares will be distributed on September 29, 1997, to shareholders of record on September 11, 1997. The Board also voted to increase the quarterly dividend to 90 cents per share (on a pre-split basis) from 85 cents per share. This quarterly dividend is payable on September 10, 1997, to shareholders of record on August 5, 1997. In this connection, on July 25, 1997, the Registrant issued a Press Release entitled, "Texaco Inc. Announces 2-For-1 Stock Split and Dividend Increase," a copy of which is attached hereto as Exhibit 99.1 and made a part hereof. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits - --------------------------------------------------------------------------- (C). Exhibits 99.1 Press Release issued by Texaco Inc. dated July 25, 1997, entitled, "Texaco Inc. Announces 2-For-1 Stock Split and Dividend Increase." FDeB:bbm PR8kjun18 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: R. E. KOCH --------------------- (Assistant Secretary) Date: July 25, 1997 -------------
EXHIBIT 99.1 TEXACO INC. ANNOUNCES 2-FOR-1 STOCK SPLIT ----------------------------------------- AND DIVIDEND INCREASE --------------------- FOR IMMEDIATE RELEASE: FRIDAY, JULY 25, 1997. - ---------------------------------------------------- WHITE PLAINS, N.Y., July 25 - Texaco Inc. announced today that its Board of Directors has approved a two-for-one split of Texaco's common stock. The additional shares will be distributed on September 29, 1997, to shareholders of record on September 11, 1997. The Board also voted to increase the quarterly dividend to 90 cents per share (on a pre-split basis) from 85 cents per share, an increase of 5.9 percent. This dividend increase follows the third-quarter 1996 dividend increase of five cents per share. The dividend is payable on September 10, 1997, to shareholders of record on August 5, 1997. "Today's actions to split our stock and increase our dividend reflect the confidence we have in achieving our plans to make Texaco a global energy leader," said Texaco Inc. Chairman and Chief Executive Officer Peter I. Bijur. "A consistent record of strong cash flows and earnings is the foundation of this goal and demonstrates the value we bring to our shareholders." - xxx - CONTACTS: Chris Gidez 914-253-4042 Jim Swords 914-253-4156