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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):
March 4, 1998
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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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Officers' Certificate and Other Information Related to $500 Million of Series
1998 Medium-Term Notes.
On March 4, 1998, 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 (1)
supplemented and restated by the First Supplemental Indenture dated as of
January 31, 1990, (2) amended by the First Supplement to the First Supplemental
Indenture dated as of October 11, 1990, and (3) further amended by the Second
Supplement to the First Supplemental Indenture, dated as of August 5, 1997,
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 Series 1998 Medium-Term Notes,
as more particularly set forth in the Officers' Certificate dated March 4, 1998,
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
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(c) Exhibits
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ivins, Phillips & Barker, Chartered.
99.1 Officers' Certificate of Texaco Capital Inc., dated March 4, 1998.
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
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(Assistant Secretary)
Date: March 5, 1998
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-3 (No. 333-46527 and No.
333-46527-01) of our report dated February 27, 1997, incorporated by reference
in Texaco Inc.'s Form 10-K for the year ended December 31, 1996, and to all
references to our Firm included in the Registration Statement on Form S-3 (No.
333-46527 and No. 333-46527-01).
ARTHUR ANDERSEN LLP
New York, N.Y.
March 4, 1998
Exhibit 23.2
Ivins, Phillips & Barker
CHARTERED
1700 PENNSYLVANIA AVENUE, N.W.
WASHINGTON, D.C. 20006-4723
March 4, 1998
Texaco Inc.
2000 Westchester Avenue
White Plains, New York 10650
Texaco Capital Inc.
32 Loockerman Square
Suite L-100
Dover, Delaware 19901
Gentlemen:
We have acted as special tax counsel for Texaco Capital Inc. (the
"Company") and Texaco Inc. ("Texaco") in connection with the proposed issue and
sale by the Company of up to $500,000,000 of the Company's Series 1998
Medium-Term Notes (the "Notes") guaranteed by Texaco including preparation of
the Prospectus Supplement dated the date hereof with respect to said Notes filed
with Securities and Exchange Commission and a Registration Statement with
respect to said Notes on Form S-3 (File Nos. 333-46527 and 333-46527-01)
declared effective by the United States Securities and Exchange Commission on
February 26, 1998 (the "Registration Statement").
We hereby consent to the reference to us and to the use of our name
under the caption "Certain United States Federal Income Tax Consequences" and to
the filing of a copy of this consent as an exhibit with said Registration
Statement.
Very truly yours,
IVINS, PHILLIPS & BARKER
By: Robert H. Wellen
EXHIBIT 99.1
TEXACO CAPITAL INC.
OFFICERS' CERTIFICATE
Pursuant to Section 2.02 of the Indenture dated as of August 24, 1984,
as (1) supplemented and restated by the First Supplemental Indenture dated as of
January 31, 1990, (2) amended by the First Supplement to the First Supplemental
Indenture dated as of October 11, 1990, and (3) further amended by the Second
Supplement to the First Supplemental Indenture, dated as of August 5, 1997, (as
so supplemented and amended, the "Indenture") among Texaco Capital Inc., 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 "Series 1998 Medium-Term
Notes" (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 $500,000,000 in U.S.
dollars or the equivalent in non-U.S. dollar denominated currencies or
currency units.
Each Note may be denominated in authorized denominations in
U.S. dollars, other currencies, European Currency Units or composite
currencies (the "Specified Currency").
The Notes will be offered at varying maturities of nine months
or more from their dates of issue and may be subject to redemption at
the option of the Company or repayment at the option of the holder
prior to maturity.
The authorized denominations of the Notes denominated in U.S.
dollars will be U.S. $100,000 or any larger amount that is an integral
multiple of U.S. $1,000. Unless otherwise specified, Notes denominated
in a Specified Currency other than U.S. dollars will be issued in
denominations of the equivalent of U.S. $100,000 (rounded down to an
integral multiple of 1,000 units of such Specified Currency), or any
amount in excess thereof which is an integral multiple of 1,000 units
of such Specified Currency, as determined by reference to the noon
dollar buying rate in New York City for cable transfers of such
Specified Currency published by the Federal Reserve Bank of New York
(the "Market Exchange Rate") on the Business Day (as defined below)
immediately preceding the date of issuance; provided, however, in the
case of ECUs, the Market Exchange Rate shall be the rate of exchange
determined by the Commission of the European Communities (or any
successor thereto) as published in the Official Journal of the
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European Communities, or any successor publication, on the Business
Day immediately preceding the date of issuance.
The principal amount of a Note payable at maturity may be
determined by either the relationship between a denominated currency
and another currency or the relationship between the difference in the
price of a specified commodity on certain specified dates or by
reference to any other index.
Each Note will bear interest at a fixed rate, which may be
zero in the case of certain Notes issued at a price representing a
discount from the principal amount payable at maturity, or at a
floating rate determined by reference to the CD Rate, the Commercial
Paper Rate, the Federal Funds Rate, LIBOR, the Treasury Rate, the Prime
Rate, the CMT Rate, the Eleventh District Cost of Funds Rate, or any
other Base Rate as adjusted by the Spread or Spread Multiplier, if any,
applicable to such Note.
Each Note will be represented by either a global security
registered in the name of a nominee of The Depository Trust Company, as
Depository, or other depository, or a certificate issued in definitive
form, as set forth in the applicable Pricing Supplement. Beneficial
interests in Book-Entry Notes will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository and
its participants.
Unless otherwise specified at the time of the issuance and
sale of the Note, interest on each fixed rate note will accrue from its
date of issue and will be payable semi-annually and at maturity, and
interest on each floating rate note will accrue from its date of issue
and will be payable monthly, quarterly, semi-annually or annually, and
at maturity. The record date with respect to any interest payment date
shall be the date fifteen calendar days (unless otherwise specified at
the time of the issuance) immediately preceding such interest payment
date whether or not such date shall be a business day.
Unless otherwise specified at the time of the issuance and
sale of the Note, payments in U.S. dollars of interest on Notes (other
than interest payable at maturity or upon earlier redemption or
repayment) will be made by mailing a check to the holder at the address
of such holder appearing on the Register on the applicable record date.
Notwithstanding the foregoing: (a) the Depository, as holder of the
book-entry note shall be entitled to receive payments of interest by
wire transfer of immediately available funds; and (b) a holder of U.S.
$10,000,000 or more in aggregate principal amount of certificated notes
of like tenor and terms (or a holder of the equivalent thereof in a
Specified Currency other than U.S. dollars) shall be entitled to
receive such payments in U.S. dollars by wire transfer of immediately
available funds, but only if appropriate payment instructions have been
received in writing by the Paying Agent not less than fifteen days
prior to the applicable Interest Payment Date. Unless otherwise
specified at the time of
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issuance and sale of a Note, principal and any premium and interest
payable at maturity or upon earlier redemption or repayment in respect
of a Note will be paid in immediately available funds upon surrender
of such Note at the office of the Paying Agent.
The Company has initially appointed The Chase Manhattan Bank,
450 West 33rd Street, New York, NY 10001 as Paying Agent.
Each Note will indicate either that such Note cannot be
redeemed prior to maturity or that such Note will be redeemable at the
option of the Company on a date or dates specified prior to maturity at
a price or prices determined at the time of issuance together with
accrued interest to the date of redemption. Unless otherwise specified
at the time of issuance, the Notes will not be subject to any sinking
fund requirements. The Company may redeem any of the Notes which are
redeemable and remain outstanding either in whole or from time to time
in part, upon not more than 60 days' notice. If less than all of the
Notes with like tenor and terms are to be redeemed, the Notes to be
redeemed shall be selected by the Trustee by such method as the Trustee
shall deem fair and appropriate.
The due and punctual payment of the principal of, (and
premium, if any), and interest, if any, on each Note, when and as the
same shall become due and payable, whether at maturity or upon
redemption, declaration or otherwise, shall be unconditionally
guaranteed by Texaco Inc.
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.
At the time of the issuance of each Note, any of the Chairman
of the Board, the President, the Vice Presidents or the Treasurer (the
"Company Officers") who is acting with respect to such issuance shall
determine the terms of such Note provided that the Company Officer
acting shall determine (taking into consideration any other contractual
arrangements that may be in place, if any) with respect to such Notes
that: (i) the aggregate principal amount of Notes issued does not
exceed Five Hundred Million Dollars (or the equivalent in non-U.S.
dollar-denominated currencies or currency units); and (ii) the
all-in-interest cost shall not exceed 9%, such determination to be
conclusively evidenced by the issuance of such Notes.
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The Notes shall be in the form of Exhibit C to the
Distribution Agreement attached as Exhibit 1.2 to the Company's and
Texaco Inc.'s Registration Statement on Form S-3, filed with the
Securities and Exchange Commission on February 18, 1998, Registration
Nos. 333-46527 and 333-46527-01, effective February 26, 1998.
Unless otherwise defined herein, capitalized terms used herein
have the meanings set forth in the Indenture and the Notes.
J. F. Link
Chairman
R. C. Gordan
Treasurer
Dated: March 4, 1998
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