As filed with the Securities and Exchange Commission
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on March 4 , 1999 Registration No.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TEXACO INC.
(Exact name of issuer as specified in its charter)
Delaware 74-1383447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Westchester Avenue
White Plains, New York 10650
(Address of principal executive offices) (Zip Code)
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TEXACO INC.
DIRECTOR AND EMPLOYEE DEFERRAL PLAN
(Full title of the plan)
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Kjestine M. Anderson
Secretary
Texaco Inc.
2000 Westchester Avenue
White Plains, New York 10650
(Name and address of agent for service)
(914) 253-4000
Telephone number, including area code, of agent for service
CALCULATION OF REGISTRATION FEE
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
To be Registered Registered Offering Price Aggregate Offering Registration Fee
Per Share Price
Deferred Compensation $20,000,000 100% $20,000,000 $5,560
Obligations1
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1 The Deferred Compensation Obligations are unsecured obligations of Texaco Inc. to pay deferred compensation in
the future in accordance with the terms of the Texaco Inc. Director and Employee Deferral Plan.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and Exchange
Commission ("SEC") are hereby incorporated by reference in this Registration
Statement:
(a) The Registrant's Annual Report filed on Form 10-K (SEC File No. 1-27)
for the fiscal year ended December 31, 1997;
(b) All other reports filed by the Registrant with the SEC (SEC File No.
1-27) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
as amended (the "Exchange Act") since December 31, 1997;
(c) (1) The Registrant's By-Laws as amended to and including July 25,
1997, containing a description of the Registrant's Common Stock, filed as
Exhibit 3 to the Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997, dated August 13, 1997, SEC File No. 1-27;
(2) The Rights Agreement dated as of April 28, 1998 between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
containing a description of the Rights to purchase Series D Junior Participating
Preferred Stock, filed as Exhibit 99.1 to the Registrant's Current Report on
Form 8-K dated April 29, 1998, SEC File No. 1-27.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration Statement
shall be deemed incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing such documents and prior to the filing
of a post-effective amendment to this Registration Statement which indicates
that all securities being offered herein have been sold or which deregisters all
securities then remaining unsold. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Under the Texaco Inc. Director and Employee Deferral Plan (the "Plan"), Texaco
Inc. (the "Company") provides directors and current and retired employees the
opportunity to request that the Company defer payment of cash amounts which may
otherwise become payable to such director or employee as salary, fees, or
amounts payable under a Company plan. The obligations of the Company to pay such
deferred amounts to the participants in the Plan in the future in accordance
with the terms of the Plan (the "Obligations") will be unsecured general
obligations of the Company and will rank pari passu with other unsecured and
unsubordinated indebtedness of the Company from time to time outstanding.
The amount to be deferred by each participant will be determined in accordance
with the Plan based on elections by the participant. Each Obligation will be
payable on a date selected by the participant in accordance with the terms of
the Plan. The Obligations will either accrue interest at a rate set by the
Company or will be indexed to one or more mutual funds as chosen by each
participant. The Obligations will be denominated and be payable in United States
dollars.
1
A participant's right or the right of any other person to the Obligations cannot
be assigned, transferred, pledged, or encumbered except by a written designation
of a beneficiary under the Plan, by written will, or by the laws of descent and
distribution.
The Obligations are not subject to redemption, in whole or in part, prior to the
individual payment dates specified by the participant, at the option of the
Company or through operation of a mandatory or optional sinking fund or
analogous provision. However, the Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect the right of a participant to the balance of his or her
deferred account as of the date of such amendment or termination.
The Obligations are not convertible into another security of the Company. The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon a default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the provisions of Section 145 of the Delaware Corporation Law and Article
V of the By-Laws of the Registrant, directors and officers of the Registrant are
indemnified by the Registrant, under certain circumstances for certain
liabilities and expenses.
The Registrant would recover indemnification payments under the provisions of
its various directors and officers liability and company reimbursement insurance
policies, subject to deductibles and other specified exclusions set forth in the
policies. Further, directors or officers of the Registrant may recover directly
under the policies in certain instances where the Registrant itself does not
provide indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable
ITEM 8. EXHIBITS
See Index to Exhibits
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to
this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
2
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(a)(1)(i) and (a)(1)(ii) above do not apply if the information to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions of Item 6 of this Registration
Statement, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933, and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Harrison, State
of New York, on the 4th day of March, 1999.
TEXACO INC.
By: /s/ Kjestine M. Anderson
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Kjestine M. Anderson
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Peter I. Bijur................ Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
Patrick J. Lynch.............. Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
Robert C. Oelkers............. Comptroller
(Principal Accounting Officer)
Directors:
A. Charles Baillie Sam Nunn
Peter I. Bijur Charles H. Price, II
John Brademas Charles R. Shoemate
Mary K. Bush Robin B. Smith
Willard C. Butcher William C. Steere, Jr.
Edmund M. Carpenter Thomas A. Vanderslice
Michael C. Hawley William Wrigley
Franklyn G. Jenifer
By: /s/ R. E. Koch
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R. E. Koch
Attorney-in-fact for the
above-named officers and directors
Date: March 4, 1999
4
INDEX TO EXHIBITS
The exhibits designated by asterisks are incorporated herein by reference to
documents previously filed by Texaco Inc. with the Securities and Exchange
Commission, SEC File No. 1-27.
Exhibit
Number Exhibit
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*4(a) Restated Certificate of Incorporation of Texaco Inc., as
amended to and including September 10, 1997 filed as Exhibit
3.1 to Texaco Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1997 dated March 18, 1998, incorporated
by reference.
*4(b) By-Laws of Texaco Inc., as amended to and including July 25,
1997, filed as Exhibit 3 to Texaco Inc.'s Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1997,
incorporated by reference.
*4(c) Rights Agreement dated as of April 28, 1998, between the
Registrant and ChaseMellon Shareholder Services, L.L.C., as
Rights Agent, containing a description of the Rights to
Purchase Series D Junior Participating Preferred Stock,
filed as Exhibit 99.1 to the Registrant's Current Report on
Form 8-K dated April 28, 1998, incorporated by reference.
5 Opinion of Paul R. Lovejoy, Esq. as to legality of
securities being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of KPMG LLP.
23.3 The consent of Paul R. Lovejoy, Esq. is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
*24.1 Power of Attorney. Powers of Attorney for certain directors
and officers of Texaco Inc. authorizing, among other things,
the signing of registration statements on their behalf, have
been filed as Exhibit 24 to Texaco Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1997, filed on
March 18, 1998.
*24.3 Power of Attorney. Power of Attorney for Charles R.
Shoemate, a director of Texaco Inc., authorizing, among
other things, the signing of registration statements on his
behalf, has been filed as Exhibit 24.3 to Registration
Statement on Form S-3 (Registration No. 333-68217) on
December 2, 1998.
5
*24.4 Power of Attorney. Power of Attorney for A. Charles Baillie,
a director of Texaco Inc., authorizing, among other things,
the signing of registration statements on his behalf, has
been filed as Exhibit 24.4 to Amendment No. 1 to
Registration Statement on Form S-3 (Registration No.
333-68217) on January 29, 1999.
EXHIBIT 5
TEXACO INC.
2000 Westchester Avenue
White Plans, New York 10650
March 4, 1999
Texaco Inc.
2000 Westchester Avenue
White Plains, NY 10650
Gentlemen:
I have acted as counsel for Texaco Inc. ("Texaco") in connection with the
proposed filing with the Securities and Exchange Commission under the Securities
Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering $20,000,000 of Deferred
Compensation Obligations which represent unsecured obligations of Texaco to pay
deferred compensation in the future in accordance with the terms of the Texaco
Inc. Director and Employee Deferral Plan (the "Plan").
In such capacity, I have examined the Restated Certificate of Incorporation and
By-Laws of Texaco, the Plan, and such other documents of Texaco as I have deemed
necessary or appropriate for the purpose of the opinions expressed herein.
Based on the foregoing, I am of the opinion that Texaco has been duly
incorporated and is validly existing and in good standing under the laws of the
State of Delaware. I am further of the opinion that, when issued in accordance
with the Plan, the Deferred Compensation Obligations will be legally valid and
binding obligations of Texaco, enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy, insolvency or other
laws of general applicability relating to or affecting enforcement of creditors'
rights or by general equity principles.
I hereby consent to the filing of a copy of this opinion as an exhibit to said
Registration Statement and any amendment thereto.
Very truly yours,
Paul R. Lovejoy
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of our report dated
February 26, 1998 incorporated by reference in Texaco Inc.'s Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in this
Registration Statement.
ARTHUR ANDERSEN LLP
New York, New York
March 4, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Texaco Inc.
Caltex Group of Companies:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Texaco Inc. of our report dated February 9, 1998, relating to the
combined balance sheets of the Caltex Group of Companies as of December 31, 1997
and 1996 and the related combined statements of income, retained earnings and
cash flows for each of the years in the three-year period ended December 31,
1997, which report appears in Texaco Inc.'s Annual Report on Form 10-K for the
year ended December 31, 1997.
KPMG LLP
Dallas, Texas
March 4, 1999