AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1998
REGISTRATION NO. -
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TEXACO CAPITAL INC. TEXACO INC.
(Exact name of Registrant (Exact name of Registrant and
as specified in its charter) Guarantor
as specified in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
51-0271861 74-1383447
(I.R.S. Employer Identification (I.R.S. Employer Identification
No.) No.)
KJESTINE M. ANDERSON, SECRETARY KJESTINE M. ANDERSON, SECRETARY
1013 CENTRE ROAD 2000 WESTCHESTER AVENUE,
WILMINGTON, DELAWARE 19801 WHITE PLAINS, N.Y. 10650
(800) 927-9800 (914) 253-4000
(Address, including zip code, (Address, including zip code,
and telephone number, including and telephone number, including
area code, area code,
of Registrant's principal of Registrant's and Guarantor's
executive principal executive
offices and agent for service) offices and agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement
as determined by market conditions.
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IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. / /
IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON
A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /X/
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER UNIT OFFERING PRICE(A) REGISTRATION FEE
Guaranteed Debt Securities of Texaco Capital
Inc.............................................
Debt Securities of Texaco Inc.(b).................
Common Stock of Texaco Inc.(b)....................
Preferred Stock of Texaco Inc.(b).................
Depositary Shares of Texaco Inc.(b)...............
Warrants to Purchase Guaranteed Debt Securities,
Debt Securities of Texaco Inc., Common Stock or
Preferred Stock.................................
Guaranties by Texaco Inc. of Debt Securities(c)... (d) (d) $1,000,000,000 $278,000
(a) Estimated solely for the purpose of calculating the registration fee.
Excludes an aggregate of $642,500,000 unsold Texaco Capital Inc. securities
and Texaco Inc. guaranties included in Registration Statement No. 333-46527
for which a registration fee was paid on February 18, 1998, which are
covered by the Prospectus included in this Registration Statement pursuant
to Rule 429. As a result, up to an aggregate of $1,642,500,000 of the
Securities referred to above may be sold pursuant to this Registration
Statement.
(b) In addition to any Preferred Stock, Depositary Shares or Common Stock that
may be issued directly under this Registration Statement, there are being
registered hereunder an indeterminate number of shares of Preferred Stock,
Depositary Shares or Common Stock as may be issued upon conversion or
exchange of Debt Securities, Preferred Stock, Depositary Shares or Common
Stock, as the case may be. In addition, Common Stock of Texaco Inc. issued
under this Registration Statement will have Rights attached. No separate
consideration will be received for any shares of Preferred Stock, Depositary
Shares or Common Stock so issued upon conversion or exchange or for any
Rights issued in connection with Common Stock.
(c) No consideration will be received by Texaco Inc. for the Guaranties.
(d) Not applicable pursuant to Form S-3 General Instruction II(D) under the
Securities Act of 1933.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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Pursuant to Rule 429 of the Securities Act of 1933, the prospectus included
in this Registration Statement also relates to certain unsold securities of
Texaco Capital Inc. and Texaco Inc. and guaranties of Texaco Inc. registered
under Registration Statement No. 333-46527.
SUBJECT TO COMPLETION DATED DECEMBER 2, 1998
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES
AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE
OFFER OR SALE IS NOT PERMITTED.
PROSPECTUS
TEXACO INC.
AND
TEXACO CAPITAL INC.
$1,642,500,000
GUARANTEED DEBT SECURITIES
DEBT SECURITIES
PREFERRED STOCK
DEPOSITARY SHARES
COMMON STOCK
WARRANTS
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
Texaco Inc. or Texaco Capital Inc. may offer any of the following securities
at one or more times:
(i) debt securities issued by Texaco Capital Inc. and guaranteed by
Texaco Inc.;
(ii) debt securities issued by Texaco Inc.;
(iii) common stock issued by Texaco Inc.;
(iv) preferred stock issued by Texaco Inc.;
(v) warrants to purchase debt securities, common stock or preferred
stock and
(vi) depositary shares relating to preferred stock.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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December , 1998
TABLE OF CONTENTS
PAGE
-----
About This Prospectus...................................................................................... 2
Where You Can Find More Information........................................................................ 2
Texaco Inc. ............................................................................................... 3
Ratios of Earnings to Fixed Charges and Earnings to Combined Fixed Charges and Preferred Stock Dividends... 4
Texaco Capital Inc. ....................................................................................... 4
Use of Proceeds............................................................................................ 4
Plan of Distribution....................................................................................... 4
Description of the Debt Securities......................................................................... 5
Description of Texaco Inc. Common Stock.................................................................... 11
Description of Texaco Inc. Preferred Stock................................................................. 12
Description of the Depositary Shares....................................................................... 15
Description of the Warrants................................................................................ 18
Experts.................................................................................................... 19
Legal Opinions............................................................................................. 19
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf" registration process. Under this shelf process, we may
sell any combination of the securities described in this prospectus in one or
more offerings up to a total dollar amount of $1,642,500,000. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities, we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading WHERE YOU CAN
FIND MORE INFORMATION.
WHERE YOU CAN FIND MORE INFORMATION
Texaco Inc. files annual, quarterly and special reports, proxy statements
and other information with the SEC. You may read and copy any document we file
at the SEC's public reference rooms in Washington, D.C., Chicago, Illinois, and
New York, New York. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's Web site at "http://www.sec.gov".
2
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to these documents. The information incorporated by reference is an
important part of this prospectus, and information that we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities. This prospectus is part of a registration
statement we filed with the SEC.
TEXACO SEC FILINGS (FILE NO. I-27) PERIOD
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Annual Report on Form 10-K.............................. Year ended December 31, 1997.
Quarterly Reports on Form 10-Q.......................... Quarters ended September 30, 1998, June 30, 1998 and
March 31, 1998.
Current Reports on Form 8-K............................. Filed January 23, 1998; January 30, 1998; March 5, 1998;
April 1, 1998; April 23, 1998; April 29, 1998; July 1,
1998; July 21, 1998; September 3, 1998; October 21,
1998 and November 30, 1998.
You may request a copy of these filings (other than any exhibits, unless we
have specifically incorporated by reference an exhibit in this Prospectus) at no
cost, by writing or telephoning us at the following address:
Texaco Inc.
2000 Westchester Avenue
White Plains, New York 10650
Tel: (914) 253-4000
Attention: Secretary
You should rely on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone to
provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus or the documents incorporated by
reference is accurate as of any date other than the date on the front of this
prospectus or those documents.
We are not including any separate financial information for Texaco Capital
Inc. ("Texaco Capital"). Texaco Capital is wholly owned by Texaco Inc. It
essentially has no independent operations, and any debt securities it issues
will be fully and unconditionally guaranteed by Texaco Inc.
TEXACO INC.
Texaco Inc. was incorporated in Delaware on August 26, 1926 as The Texas
Corporation. Its name was changed in 1941 to The Texas Company and in 1959 to
Texaco Inc. It is the successor of a corporation incorporated in Texas in 1902.
Our principal executive offices are located at 2000 Westchester Avenue, White
Plains, New York 10650; telephone: (914) 253-4000. Reference in this Prospectus
to Texaco (unless the context otherwise indicates) refers to Texaco Inc. and all
of its consolidated subsidiary companies.
Texaco Inc., together with its subsidiaries and affiliates, is a vertically
integrated enterprise principally engaged in the worldwide exploration for and
production, transportation, refining and marketing of crude oil, natural gas and
petroleum products.
3
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO
COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The ratio of earnings to fixed charges and earnings to combined fixed
charges and preferred stock dividends for each of the periods indicated is as
follows:
NINE MONTHS
ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, ------------------------------------------------------
1998 1997 1996 1995(A) 1994(B)
----------------- --------- ------------- ------------- -------------
Ratio of earnings to fixed charges of
Texaco Inc. on a total enterprise basis
(unaudited).............................. 3.00 6.04 5.75 2.55 2.86
Ratio of earnings to combined fixed charges
and preferred stock dividends of Texaco
Inc. on a total enterprise basis
(unaudited) (c).......................... 2.81 5.60 5.36 2.40 2.58
1993(B)
-------------
Ratio of earnings to fixed charges of
Texaco Inc. on a total enterprise basis
(unaudited).............................. 2.91
Ratio of earnings to combined fixed charges
and preferred stock dividends of Texaco
Inc. on a total enterprise basis
(unaudited) (c).......................... 2.61
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(a) Excludes cumulative effect of accounting changes.
(b) Excludes discontinued operations.
(c) Preferred stock dividend requirements have been adjusted to reflect the
pre-tax earnings which would be required to cover the Series C Variable Rate
Cumulative Preferred Stock (redeemed on September 30, 1994), Series E
Variable Rate Cumulative Preferred Stock (exchanged for common stock on
November 8, 1994) and Market Auction Preferred Shares dividends and to
exclude the interest portion of the Series B and Series F ESOP Convertible
Preferred Stock dividends.
TEXACO CAPITAL INC.
Texaco Capital Inc., a wholly owned subsidiary of Texaco Inc., is a Delaware
corporation which was incorporated on June 24, 1983. Its principal executive
offices are located at 1013 Centre Road, Wilmington, Delaware 19801; telephone:
(800) 927-9800. Texaco Capital is engaged principally in the business of lending
funds borrowed from unrelated persons to Texaco Inc. and its subsidiaries for
general corporate purposes.
USE OF PROCEEDS
The net proceeds from the sale of the securities offered hereby by Texaco
Inc. (the "Texaco Securities") will be used for working capital, for retirement
of debt and for other general corporate purposes. The net proceeds from the sale
of any debt securities offered by Texaco Capital (the "Debt Securities") will be
lent to Texaco Inc. or its subsidiaries to be used for similar purposes. The
Texaco Securities and the Debt Securities are hereinafter collectively referred
to as the "Securities".
PLAN OF DISTRIBUTION
The Securities may be sold in any one or more of the following ways: (1)
directly to investors, (2) to investors through agents, (3) to dealers, (4)
through underwriting syndicates led by one or more managing underwriters as
Texaco Capital or Texaco Inc. may select from time to time, or (5) through one
or more underwriters acting alone.
If underwriters are utilized in the sale, the obligations of the
underwriters will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all Securities, if any are purchased.
The underwriters will acquire the Securities for their own account. The
underwriters may resell the Securities in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale. The specific managing underwriter or
underwriters, if any,
4
with respect to the offer and sale of the Securities are set forth on the cover
of the prospectus supplement relating to such Securities (the "Prospectus
Supplement") and the members of the underwriting syndicate, if any, are named in
such Prospectus Supplement. Only underwriters so named in the Prospectus
Supplement are deemed to be underwriters in connection with the Securities
offered thereby and any firms not named in the Prospectus Supplement are not
parties to the Underwriting Agreement in respect of such Securities, will not be
purchasing any of the Securities from Texaco Capital or Texaco Inc. and will
have no direct or indirect participation in the underwriting of such Securities,
although they may participate in the distribution of such Securities under
circumstances where they may be entitled to a dealer's commission. The
Prospectus Supplement also describes any initial public offering price and any
discounts and commissions to be allowed or paid to the underwriters, all other
items constituting underwriting compensation, the discounts and commissions to
be allowed or paid to dealers, if any, all of which may be changed from time to
time, and the exchanges, if any, on which the Securities will be listed.
If offers to purchase are to be solicited by agents designated by Texaco
Capital or Texaco Inc., any such agent may be deemed to be an underwriter as
that term is defined in the Securities Act of 1933, as amended (the "Securities
Act"). Agents involved in the offer or sale of the Securities in respect of
which this Prospectus is delivered will be named, and any commissions payable by
Texaco Capital or Texaco Inc. to such agents set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, Texaco Capital or Texaco Inc. will sell such
Securities to the dealer as principal. The dealer may then resell such
Securities to the public at varying prices to be determined by such dealer at
the time of resale.
Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one or
more firms ("remarketing firms"), acting as principals for their own accounts or
as agents for Texaco Capital or Texaco Inc. Any remarketing firm will be
identified and the terms of its agreement, if any, with Texaco Capital or Texaco
Inc. and its compensation will be described in the Prospectus Supplement.
Remarketing firms may be deemed to be underwriters in connection with the
Securities remarketed thereby.
If so indicated in the Prospectus Supplement, Texaco Capital or Texaco Inc.
will authorize underwriters, dealers or agents to solicit offers by certain
institutions to purchase the Securities from Texaco Capital or Texaco Inc. at
the price set forth in the Prospectus Supplement pursuant to Delayed Delivery
Contracts providing for payment and delivery at a future date.
Underwriters, agents, dealers and remarketing firms may be entitled under
agreements which may be entered into with Texaco Capital and Texaco Inc. to
indemnification by Texaco Capital and Texaco Inc. against certain civil
liabilities, including liabilities under the Securities Act and may be customers
of, engage in transactions with or perform services for Texaco Capital or Texaco
Inc. in the ordinary course of business.
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities will be offered by Texaco Capital and will be fully and
unconditionally guaranteed by Texaco Inc. The Debt Securities are to be issued
under an indenture dated as of August 24, 1984 as supplemented and restated by
(1) the First Supplemental Indenture dated as of January 31, 1990 (a copy of
which is filed as Exhibit 4.1 to Registration Statement No. 33-33303, filed on
February 1, 1990), (2) the First Supplement to the First Supplemental Indenture
dated as of October 11, 1990 (a copy of which is filed as Exhibit 4.1(a) to
Texaco Inc.'s Current Report on Form 8-K, dated October 12, 1990 and filed on
October 15, 1990), and (3) the Second Supplement to the First Supplemental
Indenture, dated as of August 5, 1997, (a copy of which is filed as Exhibit
4.1(b) to Texaco Inc.'s Form 10-Q for the quarterly period ended June 30, 1997,
and filed on August 13, 1997) (as so supplemented and amended, the
5
"Indenture") among Texaco Capital, Texaco Inc. and The Chase Manhattan Bank, as
Trustee (the "Trustee"). The following summary of certain provisions of the
Indenture does not purport to be complete and is subject to, and is qualified in
its entirety by reference to, all provisions of the Indenture. Unless otherwise
defined herein, all capitalized terms shall have the definitions set forth in
the Indenture. Whenever a defined term is referred to and not defined under
"Description of the Debt Securities", the definition thereof is contained in the
Indenture.
The following description of the Indenture is subject to the detailed
provisions of such Indenture; whenever particular provisions of the Indenture
are referred to, such provisions are incorporated by reference as a part of the
statement made, and the statement is qualified in its entirety by such
reference.
The Indenture provides that, in addition to the Debt Securities offered
hereby, additional Debt Securities may be issued thereunder without limitation
as to aggregate principal amount, but subject to limitations from time to time
established by Texaco Capital's Board of Directors.
Unless specified in the Prospectus Supplement, Debt Securities offered by
Texaco Capital hereby will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of Texaco Capital. The Guaranties will rank equally
with all other unsecured and unsubordinated indebtedness of Texaco Inc.
A prospectus supplement relating to any series of Debt Securities being
offered will include specific terms relating to the offering. These terms will
include some or all of the following:
- the designation of such Debt Securities;
- the aggregate principal amount and currency or currency unit of such Debt
Securities;
- the denominations in which such Debt Securities are authorized to be
issued;
- the percentage of their principal amount at which such Debt Securities
will be issued;
- the date on which such Debt Securities will mature;
- if the Debt Securities are to bear interest, the rate per annum at which
such Debt Securities will bear interest (or the method by which such rate
will be determined);
- the times at which such interest, if any, will be payable or the manner of
determining the same;
- the date, if any, after which such Debt Securities may be redeemed or
purchased and the redemption or purchase price;
- the sinking fund requirements, if any;
- special United States federal income tax considerations, if any;
- whether such Debt Securities are to be issued in the form of one or more
temporary or permanent Global Securities and, if so, the identity of the
Depositary for such Global Securities;
- information with respect to book-entry procedures, if any;
- the manner in which the amount of any payments of principal and interest
on the Debt Securities determined by reference to an index are determined;
and
- any other terms of the Debt Securities not inconsistent with the
Indenture.
The Indenture does not contain any provisions which may afford holders of
the Debt Securities protection in the event of a highly leveraged transaction,
although such a provision could be added to the Indenture in the future with
respect to the Debt Securities or any series thereof, in which event a
description thereof will be included in the applicable Prospectus Supplement.
6
DENOMINATIONS, REGISTRATION, TRANSFER AND PAYMENT
Unless otherwise indicated in the Prospectus Supplement, the Debt Securities
of a series will be issuable in registered form without coupons ("Registered
Securities") or in the form of one or more global securities ("Global
Securities"), as described below under "Global Securities". Unless otherwise
provided in an applicable Prospectus Supplement with respect to a series of Debt
Securities, Registered Securities denominated in U.S. dollars will be issued
only in denominations of $1,000 or any integral multiple thereof. One or more
Global Securities will be issued in a denomination or aggregate denominations
equal to the aggregate principal amount of outstanding Debt Securities of the
series represented by such Global Security. The Prospectus Supplement relating
to a series of Debt Securities denominated in a foreign or composite currency
will specify the denominations thereof.
Unless otherwise indicated in the Prospectus Supplement, Registered
Securities (other than a Global Security) may be presented for registration of
transfer (with the form of transfer duly executed), at the office of the
Registrar or at the office of any transfer agent designated by Texaco Capital
for such purpose with respect to any series of Debt Securities and referred to
in an applicable Prospectus Supplement, without service charge and upon payment
of any taxes and other governmental charges as described in the Indenture. Such
transfer or exchange will be effected upon the Registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. Texaco Capital has initially appointed the
Trustee as Registrar under the Indenture. If a Prospectus Supplement refers to
any transfer agents (in addition to the Registrar) initially designated by
Texaco Capital with respect to any series of Registered Securities, Texaco
Capital may at any time rescind the designation of any such transfer agent or
approve a change in the location through which any such transfer agent acts,
except that Texaco Capital will maintain a transfer agent in the City of New
York. Texaco Capital may at any time designate additional transfer agents with
respect to any series of Debt Securities.
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and interest, if any, on Registered
Securities (other than a Global Security) will be made at the office of such
Paying Agent or Paying Agents as Texaco Capital may designate from time to time,
except that at the option of Texaco Capital, payment of any interest may be made
(i) by check mailed to the address of the person entitled thereto as such
address shall appear in the register or (ii) by wire transfer to an account
maintained by the person entitled thereto as specified in the register. Unless
otherwise indicated in an applicable Prospectus Supplement, payment of any
installment of interest on Registered Securities will be made to the person in
whose name such Debt Security is registered at the close of business on the
regular Record Date for such interest payment.
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in the City of New York will be designated as
Texaco Capital's sole Paying Agent for payments with respect to Registered
Securities.
All moneys paid by Texaco Capital to a Paying Agent for the payment of
principal of (and premium, if any) and interest, if any, on any Debt Security
which remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to Texaco Capital and
the Holder of such Debt Security will thereafter look only to Texaco Capital for
payment thereof.
GUARANTIES
Texaco Inc. will unconditionally guarantee the due and punctual payment of
the principal of, (and premium, if any) and interest, if any, on the Debt
Securities issued by Texaco Capital, when and as the same shall become due and
payable, whether at maturity or upon redemption, declaration or otherwise.
7
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered global Debt Securities (a "Global Security") that will be
deposited with a depositary (the "Depositary"), or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series. In
such case, one or more Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding Debt Securities of such series. Unless and until it is exchanged
in whole or in part for Debt Securities in definitive registered form, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the Prospectus Supplement relating to such series. Texaco Capital
anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depositary for such Global Security (with respect to interests of
participants) or by participants or persons that hold through participants (with
respect to interests of persons other than participants).
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in a Global
Security will not be entitled to have the Debt Securities represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of such Debt Securities in definitive form and will
not be considered the owners or holders thereof under the Indenture.
Payments of principal of (and premium, if any) and interest, if any, on Debt
Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owner of such Global Security. None of Texaco
Capital, Texaco Inc., the Trustee or any Paying Agent for such Debt Securities
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
Texaco Capital expects that the Depositary for any Debt Securities
represented by a Global Security, upon receipt of any payment of principal,
premium or interest, will immediately credit participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of such Global Security as shown on the records of such
Depositary. Texaco Capital also expects that payments by participants to owners
of beneficial interest in such Global Security held through such participants
will be governed by standing instructions and customary practices, as is now the
case with the securities held for the accounts of customers registered in
"street names" and will be the responsibility of such participants.
8
If the Depositary for any Debt Securities represented by a Global Security
is at any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by Texaco Capital within ninety days, Texaco Capital
will issue such Debt Securities in definitive form in exchange for such Global
Security. In addition, Texaco Capital may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by one
or more Global Securities and, in such event, will issue Debt Securities of such
series in definitive form in exchange therefor.
CERTAIN LIMITATIONS ON LIENS
The Indenture provides that Texaco Inc. shall not, and it shall not permit
any Principal Subsidiary (defined as a Subsidiary (i) substantially all of the
assets of which are located, and substantially all of the operations of which
are conducted, in the United States, (ii) which owns a Principal Property,
defined as an important oil and gas producing property in or outside of the
United States or any important refinery or manufacturing plant located in the
United States and (iii) in which Texaco Inc.'s direct or indirect net investment
exceeds $100,000,000) to, incur a Lien to secure a Long-Term Debt on a Principal
Property, any Capital Stock or a Long-Term Debt ("Debt") of a Principal
Subsidiary unless: (1) the Lien equally and ratably secures the Debt Securities
and the secured Debt; (2) the Lien is in existence at the time a corporation
merges into or consolidates with Texaco Inc. or a Principal Subsidiary or
becomes a Principal Subsidiary; (3) the Lien is on a Principal Property at the
time Texaco Inc. or a Principal Subsidiary acquires the Principal Property; (4)
the Lien secures Debt incurred to finance all or some of the purchase price of a
Principal Property or a Principal Subsidiary; (5) the Lien secures Debt incurred
to finance all or some of the costs of Improvements on a Principal Property; (6)
the Lien secures Debt of a Principal Subsidiary owing to Texaco Inc. or another
Principal Subsidiary; (7) the Lien extends, renews or replaces in whole or in
part a Lien permitted by any of clauses (1) through (6); or (8) the secured Debt
plus all other Debt secured by Liens on Principal Properties, Capital Stock or
Debt of a Principal Subsidiary at the time does not exceed 10% of Texaco's
Consolidated Net Tangible Assets. However, Debt secured by a Lien permitted by
any of clauses (1) through (7) shall be excluded from all other Debt in the
determination.
LIMITATIONS ON SALE AND LEASEBACK
The Indenture provides that Texaco Inc. shall not, and it shall not permit
any Principal Subsidiary to, enter into a Sale-Leaseback Transaction unless: (1)
the lease has a term of three years or less; (2) the lease is between Texaco
Inc. and a Principal Subsidiary or between Principal Subsidiaries; (3) Texaco
Inc. or a Principal Subsidiary under the terms of the Indenture could create a
Lien on the Principal Property to secure a Debt at least equal in amount to the
Attributable Debt for the lease; or (4) Texaco Inc. or a Principal Subsidiary
within 120 days of the effective date of the Sale-Leaseback Transaction (i)
retires Debt of Texaco Inc. or of a Principal Subsidiary at least equal in
amount to the fair value (as determined by Texaco Inc.'s Board of Directors) of
the Principal Property at the time the Principal Property is leased or (ii) if
the net proceeds of the Sale-Leaseback Transaction equal or exceed the fair
value of the Principal Property (as determined by Texaco Inc.'s Board of
Directors), applies the net proceeds to fund investment in other Principal
Properties which investments were made within twelve months prior to or
subsequent to the transaction.
CONSOLIDATION AND MERGER
The Indenture provides that either Texaco Capital or Texaco Inc. may
consolidate or merge into, or transfer its properties and assets substantially
as an entirety to, another person without the consent of the Holders of any of
the Debt Securities outstanding under the Indenture, provided the person assumes
by supplemental indenture all the obligations of Texaco Capital or Texaco Inc.,
as the case may be, under the Debt Securities and the Indenture and immediately
after the transaction no Default exists. Thereafter, all such obligations of
Texaco Capital or Texaco Inc., as the case may be, shall terminate.
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DEFAULT
The Indenture defines an "Event of Default" with respect to any series of
the Debt Securities as being any one of the following events: (1) default for 30
days in the payment of interest on any Debt Security of that series; (2) default
in the payment of the principal of, or premium, if any, on, or in the making of
any sinking fund payments on any Debt Security of that series when due; (3)
failure to comply with any other agreements in the Debt Securities of that
series, the Indenture or any supplemental indenture under which the Debt
Securities may have been issued and continuation of the default for the period
and after the notice specified below; and (4) certain events in bankruptcy,
insolvency, or reorganization.
A default under clause (3) is not an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of all of the Debt Securities of
that series outstanding notify Texaco Capital of the default and the default is
not cured within 90 days after receipt of the notice.
If an Event of Default occurs with respect to the Debt Securities of any
series and is continuing, the Trustee by notice to Texaco Capital, or the
Holders of at least 25% in principal amount of all of the Debt Securities of
that series outstanding by notice to Texaco Capital and the Trustee, may declare
the principal of and premium and accrued interest, if any, on all the Debt
Securities of that series to be due and payable immediately. The Holders of a
majority in principal amount of all of the Debt Securities of that series by
notice to the Trustee may rescind an acceleration and its consequences if the
rescission would not conflict with any judgment or decree by a court of
competent jurisdiction and if all existing Events of Default have been cured or
waived except nonpayment of principal or premium or interest, if any, that has
become due solely because of the acceleration.
If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal or premium or interest, if any, on the Debt Securities of the series
that is in default or to enforce the performance of any provision of the Debt
Securities or the Indenture.
Subject to certain exceptions, the Holders of a majority in principal amount
of the Debt Securities by notice to the Trustee may waive an existing default
and its consequences.
MODIFICATION OF THE INDENTURE
The Indenture provides that Texaco Capital, Texaco Inc. and the Trustee may
enter into a supplemental indenture to amend the Indenture or the Debt
Securities without the consent of any Holder: (1) to cure any ambiguity, defect
or inconsistency; (2) to comply with Article 5 of the Indenture to permit a
successor to assume Texaco Capital's or Texaco Inc.'s obligations under the
Indenture; (3) to make any change that does not adversely affect the rights of
any Holder; or (4) to provide for the issuance of and establish the terms and
conditions of Debt Securities of any series.
Texaco Capital, Texaco Inc. and the Trustee may enter into a supplemental
indenture to amend the Indenture or the Debt Securities of a series with the
written consent of the Holders of at least 50.1% in principal amount of the Debt
Securities of the series affected. The Holders of at least 50.1% in principal
amount of the Debt Securities by notice to the Trustee may waive compliance by
Texaco Capital or Texaco Inc. with any provision of the Indenture or the Debt
Securities.
Notwithstanding the foregoing, without the consent of each Holder affected,
an amendment or waiver may not: (1) reduce the amount of Debt Securities whose
Holders must consent to an amendment or waiver; (2) reduce the rate of or extend
the time for payment of interest on any Debt Security; (3) reduce the principal
of or extend the fixed maturity of any Debt Security; (4) waive a default in the
payment of the principal, premium or interest, if any, on any Debt Security; or
(5) make any Debt Security payable in currency other than that stated in the
Debt Security.
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DEFEASANCE AND DISCHARGE
The Indenture provides that Texaco Capital may terminate its obligations
with respect to any series of Debt Securities, on the terms and subject to the
conditions contained in the Indenture, by depositing in trust with the Trustee
money or U.S. Government Obligations sufficient to pay principal, premium and
interest, if any, on such series to redemption or maturity. Upon the termination
of Texaco Capital's obligations with respect to all the Debt Securities of a
series, the Trustee, at the request of Texaco Capital, shall release its rights
and interests with respect to such series of Debt Securities in any security
granted by Texaco Capital or Texaco Inc. As a condition to any such termination,
Texaco Capital is required to furnish an opinion of recognized independent tax
counsel to the effect that such proposed deposit and termination will not have
any effect on the Holders of the Debt Securities for Federal income tax
purposes. Such opinion must be based upon a ruling of the Internal Revenue
Service or a change in United States federal income tax law occurring after the
date of this Prospectus since such a result would not occur under current tax
law.
OTHER DEBT SECURITIES
In addition to the Debt Securities described above, Texaco Capital may issue
subordinated debt securities (which will be guaranteed on a subordinated basis
by Texaco Inc.) and Texaco Inc. may issue either senior or subordinated debt
securities ("Texaco Inc. Debt Securities"). Any such debt securities will be
described in a Prospectus Supplement and will be issued pursuant to an indenture
entered into among Texaco Inc., a trustee and, if applicable, Texaco Capital,
which indenture will be filed with the SEC and qualified under the Trust
Indenture Act.
DESCRIPTION OF TEXACO INC. COMMON STOCK
As of the date of this Prospectus, Texaco Inc.'s Certificate of
Incorporation authorizes the issuance of 700,000,000 shares of common stock
("Common Stock"), $3.125 par value per share. As of November 27, 1998, there
were outstanding 534,593,379 shares of Common Stock.
Subject to the rights of the holders of any outstanding shares of preferred
stock, holders of Common Stock are entitled to receive such dividends, in cash,
securities, or property, as may from time to time be declared by the Board of
Directors. Subject to the provisions of Texaco Inc.'s By-laws, as from time to
time amended, with respect to the closing of the transfer books and the fixing
of a record date, holders of shares of Common Stock are entitled to one vote per
share of Common Stock held on all matters requiring a vote of the stockholders.
The Common Stock will be fully paid and nonassessable. In the event of any
liquidation, dissolution, or winding up of Texaco Inc., either voluntary or
involuntary, after payment shall have been made to the holders of preferred
stock of the full amount to which they shall be entitled, the holders of Common
Stock shall be entitled to share ratably, according to the number of shares held
by them, in all remaining assets of Texaco Inc. available for distribution.
Shares of Common Stock are not redeemable and have no subscription, conversion
or preemptive rights. Each share of Common Stock has attached to it a right to
purchase, under certain circumstances, additional shares of Common Stock or
other securities at a significant discount, when certain conditions are met. The
transfer agent and registrar for our Common Stock will be Texaco Inc., unless
indicated otherwise in the Prospectus Supplement.
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DESCRIPTION OF TEXACO INC. PREFERRED STOCK
The following is a description of certain general terms and provisions of
Texaco Inc.'s preferred stock ("Preferred Stock"). The particular terms of any
series of Preferred Stock will be described in the applicable Prospectus
Supplement. If so indicated in a Prospectus Supplement, the terms of any such
series may differ from the terms set forth below.
The summary of terms of Texaco Inc.'s Preferred Stock contained in this
Prospectus does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of Texaco Inc.'s Certificate of Incorporation
and the certificate of designations relating to each series of the Preferred
Stock (the "Certificate of Designations"), which will be filed as an exhibit to
or incorporated by reference in the Registration Statement of which this
Prospectus is a part at or prior to the time of issuance of such series of the
Preferred Stock.
Texaco Inc.'s Certificate of Incorporation authorizes the issuance of
30,000,000 shares of Preferred Stock, par value $1.00 per share. The Texaco Inc.
Board is authorized to designate any series of Preferred Stock and the powers,
preferences and rights of the shares of such series and the qualifications,
limitations or restrictions thereof without further action by the holders of
Common Stock. As of November 27, 1998, there were outstanding 653,612.780 shares
of Series B ESOP Convertible Preferred Stock, 53,210.995 shares of Series F ESOP
Convertible Preferred Stock and 1,200 shares of Market Auction Preferred Stock.
There are 3,000,000 shares designated as Series D Junior Participating Preferred
Stock, none of which are currently outstanding.
For each series of Preferred Stock, the Texaco Inc. Board is authorized to
determine, and the Prospectus Supplement shall set forth:
- whether the holders thereof shall be entitled to cumulative,
noncumulative, or partially cumulative dividends and, with respect to
shares entitled to dividends, the dividend rate or rates, including
without limitation the methods and procedures for determining such rate or
rates, and any other terms and conditions relating to such dividends;
- whether, and if so to what extent and upon what terms and conditions, the
holders thereof shall be entitled to rights upon the liquidation of, or
upon any distribution of the assets of, Texaco Inc.;
- whether, and if so upon what terms and conditions, such shares shall be
convertible into Debt Securities, Texaco Inc. Debt Securities, any other
series of Preferred Stock, Depositary Shares (as defined) or Common Stock,
or exchangeable for the securities of any other corporation;
- whether, and if so upon what terms and conditions, such shares shall be
redeemable;
- whether the shares shall be redeemable and subject to any sinking fund
provided for the purchase or redemption of such shares and, if so, the
terms of such fund;
- whether the holders thereof shall be entitled to voting rights and, if so,
the terms and conditions for the exercise thereof; and
- whether the holders thereof shall be entitled to other preferences or
rights, and, if so, the qualifications, limitations, or restrictions of
such preferences or rights.
DIVIDENDS
Holders of shares of Preferred Stock shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds of Texaco Inc. legally
available for payment, cash dividends payable at such dates and at such rates
per share per annum as set forth in the applicable Prospectus Supplement. The
Prospectus Supplement will also state applicable record dates regarding the
payment of dividends. Except as set forth below, no dividends shall be declared
or paid or set apart for payment on any series of Preferred Stock unless full
dividends for all series of Preferred Stock (including any accumulation in
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respect of unpaid dividends for prior dividend periods, if dividends on such
Preferred Stock are cumulative) have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof is set apart for
such payment. When dividends are not so paid in full (or a sum sufficient for
such full payment is not so set apart) upon the Preferred Stock, dividends
declared (if any) on the Preferred Stock shall be declared pro-rata so that the
amount of dividends declared per share on each series of Preferred Stock shall
in all cases bear to each other series the same ratio that (x) accrued dividends
(including any accumulation with respect to unpaid dividends for prior dividend
periods, if dividends for such series are cumulative) for the then-current
dividend period per share for each respective series of Preferred Stock bear to
(y) aggregate accrued dividends for the then-current dividend period (including
all accumulations with respect to unpaid dividends for prior dividend periods
for all series which are cumulative) for all outstanding shares of Preferred
Stock.
Unless all dividends on the Preferred Stock shall have been paid in full (i)
no dividend shall be declared and paid or declared and a sum sufficient thereof
set apart for payment (other than a dividend in Common Stock or in any other
class ranking junior to the Preferred Stock as to dividends and liquidation
preferences) or other distribution declared or made upon the shares of Common
Stock or upon any other class ranking junior to the Preferred Stock as to
dividends or liquidation preferences and (ii) no shares of Common Stock or class
of stock ranking junior to the Preferred Stock as to dividends or liquidation
preferences may be redeemed, purchased or otherwise acquired by Texaco Inc.
except by conversion into or exchange for shares of Texaco Inc. ranking junior
to the Preferred Stock as to dividends and liquidation preferences.
No series of Preferred Stock will be convertible into, or exchangeable for,
other securities or property except as set forth in the related Prospectus
Supplement.
REDEMPTION AND SINKING FUND
No series of Preferred Stock will be redeemable or receive the benefit of a
sinking fund except as set forth in the related Prospectus Supplement.
LIQUIDATION
Upon any voluntary or involuntary liquidation, dissolution or winding up of
Texaco Inc., holders of any series of Preferred Stock will be entitled to
receive the liquidation preference per share specified in the Prospectus
Supplement, if any, in each case together with any applicable accrued and unpaid
dividends and before any distribution to holders of Common Stock or any class of
stock ranking junior to the Preferred Stock as to dividends and liquidation
preferences. In the event there are insufficient assets to pay such liquidation
preferences for all classes of Preferred Stock in full, the remaining assets
shall be allocated ratably among all series of Preferred Stock based upon the
aggregate liquidation preference for all outstanding shares for each such
series. After payment of the full amount of the liquidation preference to which
they are entitled, the holders of shares of Preferred Stock will not be entitled
to any further participation in any distribution of assets by Texaco Inc. unless
otherwise provided in a Prospectus Supplement, and the remaining assets of
Texaco Inc. shall be distributable exclusively among the holders of Common Stock
and any class of stock ranking junior to the Preferred Stock as to dividends and
liquidation preferences, according to their respective interests.
VOTING
No series of Preferred Stock will be entitled to vote except as provided
below or in the related Prospectus Supplement. Unless otherwise specified in the
related Prospectus Supplement, if at any time Texaco Inc. shall have failed to
declare and pay in full dividends for six quarterly periods, whether consecutive
or not, on any applicable series of Preferred Stock and all such preferred
dividends remain unpaid (a "Preferred Dividend Default"), the number of
directors of Texaco Inc. shall be increased by two
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and the holders of such series of Preferred Stock, voting together as a class
with all other series of Preferred Stock then entitled to vote on such election
of directors, shall be entitled to elect such two additional directors until the
full dividends accumulated on all outstanding shares of such series shall have
been declared and paid in full. Upon the occurrence of a Preferred Dividend
Default, Texaco Inc.'s Board of Directors shall within 10 business days of such
default call a special meeting of the holders of shares of all affected series,
for which there is a Preferred Dividend Default, for the purpose of electing the
additional directors. In lieu of holding such meeting, the holders of record of
a majority of the outstanding shares of all series for which there is a
Preferred Dividend Default who are then entitled to participate in the election
of directors may, by action taken by written consent, elect such additional
directors. If and when all accumulated dividends on any series of Preferred
Stock have been paid in full, the holders of shares of such series shall be
divested of the foregoing voting rights subject to revesting in the event of
each and every Preferred Dividend Default. Upon termination of such special
voting rights attributable to all series for which there has been a Preferred
Dividend Default, the term of office of each director so elected (a "Preferred
Stock Director") shall terminate and the number of directors of Texaco Inc.
shall, without further action, be reduced by two, subject always to the increase
in the number of directors pursuant to the foregoing provisions in case of a
future Preferred Dividend Default. Any Preferred Stock Director may be removed
at any time with or without cause by, and shall not be removed otherwise than
by, the vote of the holders of record of a majority of the outstanding shares of
all series of Preferred Stock who were entitled to participate in such
director's election, voting as a separate class, at a meeting called for such
purpose or by written consent. So long as a Preferred Stock Default shall
continue, any vacancy in the office of a Preferred Stock Director may be filled
by written consent of the Preferred Stock Director remaining in office, or if
none remains in office, by a vote of the holders of record of a majority of the
outstanding shares of all series of Preferred Stock who are then entitled to
participate in the election of such Preferred Stock Directors as provided above.
As long as the Preferred Dividend Default shall continue, holders of the
Preferred Stock shall not, as such stockholders, be entitled to vote on the
election or removal or directors, other than Preferred Stock Directors, but
shall not be divested of any other voting rights provided to the holders of
Preferred Stock by law with respect to any other matter to be acted upon by the
stockholders of Texaco Inc. The Preferred Stock Directors shall each be entitled
to one vote per director on any matter. Additionally, unless otherwise specified
in a Prospectus Supplement, the affirmative vote of the holders of a majority of
the outstanding shares of each series of Preferred Stock voting together as a
class is required to authorize any amendment, alteration or repeal of Texaco
Inc.'s Certificate of Incorporation or any Certificate of Designations which
would adversely affect the powers, preferences, or special rights of the
Preferred Stock, including authorizing any class of stock with superior dividend
and liquidation preferences.
MISCELLANEOUS
The holders of Preferred Stock will have no preemptive rights. The Preferred
Stock, upon issuance against full payment of the purchase price therefor, will
be fully paid and nonassessable. Shares of Preferred Stock redeemed or otherwise
reacquired by Texaco Inc. shall resume the status of authorized and unissued
shares of Preferred Stock undesignated as to series, and shall be available for
subsequent issuance. There are no restrictions on repurchase or redemption of
the Preferred Stock while there is any arrearage on sinking fund installments
except as may be set forth in a Prospectus Supplement. Neither the par value nor
the liquidation preference is indicative of the price at which the Preferred
Stock will actually trade on or after the date of issuance. Payment of dividends
on any series of Preferred Stock may be restricted by loan agreements,
indentures and other transactions entered into by Texaco Inc.
NO OTHER RIGHTS
The shares of a series of Preferred Stock will not have any preferences,
voting powers or relative, participating, optional or other special rights
except as set forth above or in the related Prospectus
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Supplement, Texaco Inc.'s Certificate of Incorporation and Certificate of
Designations for the applicable series of Preferred Stock or as otherwise
required by law.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for each series of Preferred Stock will be
described in the related Prospectus Supplement.
DESCRIPTION OF THE DEPOSITARY SHARES
Texaco Inc. may, at its option, elect to offer Depositary Shares
("Depositary Shares") rather than full shares of Preferred Stock. In the event
such option is exercised, each of the Depositary Shares will represent ownership
of and entitlement to all rights and preferences of a fraction of a share of
Preferred Stock of a specified series (including dividend, voting, redemption
and liquidation rights). The applicable fraction will be specified in the
Prospectus Supplement. The shares of Preferred Stock represented by the
Depositary Shares will be deposited with a Share Depositary (the "Share
Depositary") named in the applicable Prospectus Supplement, under a Deposit
Agreement (the "Deposit Agreement"), among Texaco Inc., the Share Depositary and
the holders of the Depositary Receipts (as defined). Certificates evidencing
Depositary Shares ("Depositary Receipts") will be delivered to those persons
purchasing Depositary Shares in the offering. The Share Depositary will be the
transfer agent, registrar and dividend disbursing agent for the Depositary
Shares. Holders of Depositary Receipts agree to be bound by the Deposit
Agreement, which requires holders to take certain actions such as filing proof
of residence and paying certain charges.
The summary of terms of Texaco Inc.'s Depositary Shares contained in this
Prospectus does not purport to be complete and is subject to, and qualified in
its entirety by, the provisions of the Deposit Agreement, Texaco Inc.'s
Certificate of Incorporation and the Certificate of Designations for the
applicable series of Preferred Stock.
DIVIDENDS
The Share Depositary will distribute all cash dividends or other cash
distributions received in respect of the series of Preferred Stock represented
by the Depositary Shares to the record holders of Depositary Receipts in
proportion to the number of Depositary Shares owned by such holders on the
relevant record date, which will be the same date as the record date fixed by
Texaco Inc. for the applicable series of Preferred Stock. The Share Depositary,
however, will distribute only such amount as can be distributed without
attributing to any Depositary Share a fraction of one cent, and any balance not
so distributed will be added to and treated as part of the next sum received by
the Share Depositary for distribution to record holders of Depositary Receipts
then outstanding.
In the event of a distribution other than in cash, the Share Depositary will
distribute property received by it to the record holders of Depositary Receipts
entitled thereto, in proportion, as nearly as may be practicable, to the number
of Depositary Shares owned by such holders on the relevant record date, unless
the Share Depositary determines (after consultation with Texaco Inc.) that it is
not feasible to make such distribution, in which case the Share Depositary may
(with the approval of Texaco Inc.) adopt any other method for such distribution
as it deems appropriate, including the sale of such property and distribution of
the net proceeds from such sale to such holders.
LIQUIDATION PREFERENCE
In the event of the liquidation, dissolution or winding up of the affairs of
Texaco Inc., whether voluntary or involuntary, the holders of each Depositary
Share will be entitled to the fraction of the liquidation preference accorded
each share of the applicable series of Preferred Stock, as set forth in the
Prospectus Supplement.
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REDEMPTION
If the series of Preferred Stock represented by the applicable series of
Depositary Shares is redeemable, such Depositary Shares will be redeemed from
the proceeds received by the Share Depositary resulting from the redemption, in
whole or in part, of Preferred Stock held by the Share Depositary. Whenever
Texaco Inc. redeems any Preferred Stock held by the Share Depositary, the Share
Depositary will redeem as of the same redemption date the number of Depositary
Shares representing the Preferred Stock so redeemed. The Share Depositary will
mail the notice of redemption promptly upon receipt of such notice from Texaco
Inc. and not less than 35 nor more than 60 days prior to the date fixed for
redemption of the Preferred Stock and the Depositary Shares to the record
holders of the Depositary Receipts.
VOTING
Promptly upon receipt of notice of any meeting at which the holders of the
series of Preferred Stock represented by the applicable series of Depositary
Shares are entitled to vote, the Share Depositary will mail the information
contained in such notice of meeting to the record holders of the Share
Depositary Receipts as of the record date for such meeting. Each such record
holder of Depositary Receipts will be entitled to instruct the Share Depositary
as to the exercise of the voting rights pertaining to the number of shares of
Preferred Stock represented by such record holder's Depositary Shares. The Share
Depositary will endeavor, insofar as practicable, to vote such Preferred Stock
represented by such Depositary Shares in accordance with such instructions, and
Texaco Inc. will agree to take all action which may be deemed necessary by the
Share Depositary in order to enable the Share Depositary to do so. The Share
Depositary will abstain from voting any of the Preferred Stock to the extent
that it does not receive specific instructions from the holders of Depositary
Receipts.
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of Depositary Receipts at the principal office of the Share
Depositary, upon payment of any unpaid amount due to the Share Depositary, and
subject to the terms of the Deposit Agreement, the owner of the Depositary
Shares evidenced thereby is entitled to delivery of the number of whole shares
of Preferred Stock and all money and other property, if any, represented by such
Depositary Shares. Partial shares of Preferred Stock will not be issued. If the
Depositary Receipts delivered by the holder evidence a number of Depositary
Shares in excess of the number of Depositary Shares representing the number of
whole shares of Preferred Stock to be withdrawn, the Share Depositary will
deliver to such holder at the same time a new Depositary Receipt evidencing such
excess number of Depositary Shares. Holders of Preferred Stock thus withdrawn
will not thereafter be entitled to deposit such shares under the Deposit
Agreement or to receive Depositary Receipts evidencing Depositary Shares
therefor.
AMENDMENT AND TERMINATION OF DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing the Depositary Shares and any
provision of the Deposit Agreement may at any time and from time to time be
amended by agreement between Texaco Inc. and the Share Depositary. However, any
amendment which materially and adversely alters the rights of the holders (other
than any change in fees) of Depositary Shares will not be effective unless such
amendment has been approved by at least a majority of the Depositary Shares then
outstanding. No such amendment may impair the right, subject to the terms of the
Deposit Agreement, of any owner of any Depositary Shares to surrender the
Depositary Receipt evidencing such Depositary Shares with instructions to the
Share Depositary to deliver to the holder the Preferred Stock and all money and
other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law. The Deposit Agreement may be terminated
by Texaco Inc. or the Share Depositary only if (i) all outstanding Depositary
Shares have been redeemed or (ii) there has been a final distribution in respect
of the Preferred Stock in
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connection with any dissolution of Texaco Inc. and such distribution has been
made to all the holders of Depositary Shares.
CHARGES OF SHARE DEPOSITARY
Texaco Inc. will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. Texaco Inc.
will pay charges of the Share Depositary in connection with the initial deposit
of the Preferred Stock and the initial issuance of the Depositary Shares, any
redemption of the Preferred Stock and all withdrawals of Preferred Stock by
owners of Depositary Shares. Holders of Depositary Receipts will pay transfer,
income and other taxes and governmental charges and certain other charges as are
provided in the Deposit Agreement to be for their accounts. In certain
circumstances, the Share Depositary may refuse to transfer Depositary Shares,
may withhold dividends and distributions and sell the Depositary Shares
evidenced by such Depositary Receipt if such charges are not paid.
MISCELLANEOUS
The Share Depositary will forward to the holders of Depositary Receipts all
reports and communications from Texaco Inc. which are delivered to the Share
Depositary and which Texaco Inc. is required to furnish to the holders of the
Preferred Stock. In addition, the Share Depositary will make available for
inspection by holders of Depositary Receipts at the principal office of the
Share Depositary, and at such other places as it may from time to time deem
advisable, any reports and communications received from Texaco Inc. which are
received by the Share Depositary as the holder of Preferred Stock.
Neither the Share Depositary nor Texaco Inc. assumes any obligation or will
be subject to any liability under the Deposit Agreement to holders of Depositary
Receipts other than for its gross negligence or willful misconduct. Neither the
Share Depositary nor Texaco Inc. will be liable if it is prevented or delayed by
law or any circumstance beyond its control in performing its obligations under
the Deposit Agreement. The obligations of Texaco Inc. and the Share Depositary
under the Deposit Agreement will be limited to performance in good faith of
their duties thereunder, and they will not be obligated to prosecute or defend
any legal proceeding in respect of any Depositary Shares or Preferred Stock
unless satisfactory indemnity is furnished. Texaco Inc. and the Share Depositary
may rely on written advice of counsel or accountants, on information provided by
holders of Depositary Receipts or other persons believed in good faith to be
competent to give such information and on documents believed to be genuine and
to have been signed or presented by the proper party or parties.
RESIGNATION AND REMOVAL OF DEPOSITARY
The Share Depositary may resign at any time by delivering to Texaco Inc.
notice of its election to do so, and Texaco Inc. may at any time remove the
Share Depositary, any such resignation or removal to take effect upon the
appointment of a successor Share Depositary and its acceptance of such
appointment. Such successor Share Depositary must be appointed within 60 days
after delivery of the notice for resignation or removal and must be a bank or
trust company having its principal office in the United States of America and
having a combined capital and surplus of at least $150,000,000.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the Depositary Shares will be treated for Federal income tax
purposes as if they were owners of the Preferred Stock represented by such
Depositary Shares. Accordingly, such owners will be entitled to take into
account for Federal income tax purposes income and deductions to which they
would be entitled if they were holders of such Preferred Stock. In addition, (i)
no gain or loss will be recognized for Federal income tax purposes upon the
withdrawal of Preferred Stock in exchange for Depositary Shares, (ii) the tax
basis of each share of Preferred Stock to an exchanging owner of Depositary
Shares will,
17
upon such exchange, be the same as the aggregate tax basis of the Depositary
Shares exchanged therefor, and (iii) the holding period for Preferred Stock in
the hands of an exchanging owner of Depositary Shares will include the period
during which such person owned such Depositary Shares.
DESCRIPTION OF THE WARRANTS
Texaco Capital may issue warrants ("Warrants") for the purchase of Debt
Securities and Texaco Inc. may issue Warrants for the purchase of Texaco Inc.
Debt Securities, Preferred Stock or Common Stock. Warrants may be issued
independently or together with Debt Securities, Texaco Inc. Debt Securities,
Preferred Stock or Common Stock offered by any Prospectus Supplement and may be
attached to or separate from any such Securities. Each series of Warrants will
be issued under a separate warrant agreement (a "Warrant Agreement") to be
entered into between Texaco Capital or Texaco Inc. and a bank or trust company,
as warrant agent (the "Warrant Agent"). The Warrant Agent will act solely as an
agent of Texaco Inc. or Texaco Capital in connection with the Warrants and will
not assume any obligation or relationship of agency or trust for or with any
holders or beneficial owners of Warrants. The following summary of certain
provisions of the Warrants does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the provisions of the Warrant
Agreement that will be filed with the SEC in connection with the offering of
such Warrants.
DEBT WARRANTS
The Prospectus Supplement relating to a particular issue of Warrants to
issue Debt Securities ("Debt Warrants") will describe the terms of such Debt
Warrants, including the following:
- the title of such Debt Warrants;
- the offering price for such Debt Warrants, if any;
- the aggregate number of such Debt Warrants;
- the designation and terms of the Debt Securities or Texaco Inc. Debt
Securities purchasable upon exercise of such Debt Warrants;
- if applicable, the designation and terms of the Debt Securities or Texaco
Inc. Debt Securities with which such Debt Warrants are issued and the
number of such Debt Warrants issued with each such Debt Security or Texaco
Inc. Debt Security;
- if applicable, the date from and after which such Debt Warrants and any
Debt Securities or Texaco Inc. Debt Securities issued therewith will be
separately transferable;
- the principal amount of Debt Securities or Texaco Inc. Debt Securities
purchasable upon exercise of a Debt Warrant and the price at which such
principal amount of Debt Securities or Texaco Inc. Debt Securities may be
purchased upon exercise (which price may be payable in cash, securities,
or other property);
- the date on which the right to exercise such Debt Warrants shall commence
and the date on which such right shall expire;
- if applicable, the minimum or maximum amount of such Debt Warrants that
may be exercised at any one time;
- whether the Debt Warrants represented by the Debt Warrant certificates,
Debt Securities or Texaco Inc. Debt Securities that may be issued upon
exercise of the Debt Warrants will be issued in registered or bearer form;
- information with respect to book-entry procedures, if any;
- the currency or currency units in which the offering price, if any, and
the exercise price are payable;
- if applicable, a discussion of material United States federal income tax
considerations;
- the antidilution provisions of such Debt Warrants, if any;
18
- the redemption or call provisions, if any, applicable to such Debt
Warrants; and
- any additional terms of the Debt Warrants, including terms, procedures,
and limitations relating to the exchange and exercise of such Debt
Warrants.
STOCK WARRANTS
The Prospectus Supplement relating to any particular issue of Warrants to
issue Common Stock or Preferred Stock will describe the terms of such Warrants,
including the following:
- the title of such Warrants;
- the offering price for such Warrants, if any;
- the aggregate number of such Warrants;
- the designation and terms of the Common Stock or Preferred Stock
purchasable upon exercise of such Warrants;
- if applicable, the designation and terms of the Common Stock or Preferred
Stock with which such Warrants are issued and the number of such Warrants
issued, with shares of each such Common Stock or Preferred Stock;
- if applicable, the date from and after which such Warrants and any Common
Stock or Preferred Stock issued therewith will be separately transferable;
- the number of shares of Common Stock or Preferred Stock purchasable upon
exercise of a Warrant and the price at which such shares may be purchased
upon exercise;
- the date on which the right to exercise such Warrants shall commence and
the date on which such right shall expire;
- if applicable, the minimum or maximum amount of such Warrants that may be
exercised at any one time;
- the currency or currency units in which the offering price, if any, and
the exercise price are payable;
- if applicable, a discussion of material United States federal income tax
considerations;
- the antidilution provisions of such Warrants, if any;
- the redemption or call provisions, if any, applicable to such Warrants;
and
- any additional terms of the Warrants, including terms, procedures, and
limitations relating to the exchange and exercise of such Warrants.
EXPERTS
The audited consolidated financial statements included or incorporated by
reference in the Annual Report of Texaco Inc. for the fiscal year ended December
31, 1997 filed on Form 10-K, incorporated herein by reference, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
LEGAL OPINIONS
The validity of the Securities being offered hereby will be passed upon for
Texaco Capital and Texaco Inc. by Paul R. Lovejoy, Esq., Assistant General
Counsel of Texaco Inc. or such other attorney of Texaco Inc. as Texaco Capital
and Texaco Inc. may designate, and for the purchasers by Davis Polk & Wardwell,
450 Lexington Avenue, New York, New York 10017.
19
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
Securities being registered, other than underwriting compensation, are:
Registration Fee for Registration Statement..................... $ 278,000
Accounting Fees and Expenses.................................... 100,000
Trustee's Fees and Expenses (including counsel fees)............ 200,000
Blue Sky Fees and Expenses...................................... 15,000
Legal Fees and Expenses......................................... 100,000
Printing and Engraving Fees..................................... 150,000
Rating Agency Fees.............................................. 200,000
Miscellaneous................................................... 10,000
---------
TOTAL....................................................... $1,053,000*
---------
---------
- ------------------------
* All amounts are estimated except for registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the provisions of Section 145 of the Delaware Corporation Law and
Article V of the By-Laws of Texaco Inc., directors and officers of Texaco Inc.
are indemnified by Texaco Inc. under certain circumstances for certain
liabilities and expenses.
Texaco Inc. would recover indemnification payments under the provisions of
its Directors and Officers Liability and Company Reimbursement Liability Policy,
subject to deductibles and other specified exclusions set forth in the policy.
Further, directors or officers of Texaco Inc. may recover directly under the
policy in certain instances where Texaco Inc. itself does not provide
indemnification.
Likewise, under Section 145 of the Delaware Corporation Law and the By-Laws
of Texaco Capital, directors and officers of Texaco Capital are indemnified by
Texaco Capital under certain circumstances for certain liabilities and expenses.
ITEM 16. EXHIBITS
**1.1 -- Underwriting Agreement Standard Provisions, filed as Exhibit 1.1 to the
Registration Statement of Texaco Inc. and Texaco Capital Inc. on Form S-3
(Registration No. 333-46527) on February 18, 1998.
1.1.1 -- Amendment to Underwriting Agreement Standard Provisions, dated December 2,
1998.
**1.2 -- Form of Distribution Agreement filed as Exhibit 1.2 to the Registration
Statement of Texaco Inc. and Texaco Capital Inc. on Form S-3 (Registration
No. 333-46527) on February 18, 1998.
**4.1 -- Form of First Supplemental Indenture among Texaco Capital Inc., Texaco Inc.
and The Chase Manhattan Bank (National Association), as Trustee, dated as
of August 24, 1984, filed as Exhibit 4.1 to Texaco Capital Inc.'s
Registration Statement on Form S-3 (Registration No. 33-33303) on February
1, 1990.
**4.1(a) -- Form of First Supplement to the First Supplemental Indenture, dated as of
October 11, 1990, filed as Exhibit 4.1(a) to Texaco Inc.'s Current Report
on Form 8-K, dated October 12, 1990 and filed on October 15, 1990, SEC File
No. 1-27.
II-1
**4.1(b) -- Form of Second Supplement to the First Supplemental Indenture, dated as of
August 5, 1997, filed as Exhibit 4.1(b) to Texaco Inc.'s Form 10-Q for the
quarterly period ended June 30, 1997, and filed on August 13, 1997, SEC
File No. 1-27.
**4.2(a) -- Form of Guaranteed Note, filed as Exhibit 4.2(a) to Texaco Capital Inc.'s
Registration Statement on Form S-3 (Registration No. 33-40309) on May 1,
1991.
**4.2(b) -- Form of Guaranteed Debenture, filed as Exhibit 4.2(b) to Texaco Capital
Inc.'s Registration Statement on Form S-3 (Registration No. 33-40309) on
May 1, 1991.
**4.3(a) -- Form of Warrant Agreement, for Warrants Sold Attached to Debt Securities
(including form of Warrant Certificate), filed as Exhibit 4.3(a) to Texaco
Capital Inc.'s Registration Statement on Form S-3 (Registration No.
33-40309) on May 1, 1991.
**4.3(b) -- Form of Warrant Agreement, for Warrants Sold Alone (including form of
Warrant Certificate), filed as Exhibit 4.3(b) to Texaco Capital Inc.'s
Registration Statement on Form S-3 (Registration No. 33-40309) on May 1,
1991.
5 -- Opinion of Paul R. Lovejoy, Esq. as to legality of the Securities.
**12.1 -- Computation of Ratio of Earnings to Fixed Charges, filed as Exhibit 12 to
Texaco Inc.'s Form 10-Q for the quarterly period ended September 30, 1998,
filed on November 12, 1998, SEC File No. 1-17.
12.2 -- Computation of Ratio of Earnings to Combined Fixed Charges and Preferred
Stock Dividends.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- 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, SEC File No. 1-17.
24.2(a to d) -- Power of Attorney. Powers of Attorney for the directors and certain
officers of Texaco Capital Inc. authorizing, among other things, the
signing of registration statements on their behalf.
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.
- ------------------------
** Previously filed.
ITEM 17. UNDERTAKINGS.
Each of Texaco Capital and Texaco Inc. 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;
(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
this Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
II-2
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by Texaco Inc. pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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.
(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.
(4) That, for the purposes of determining any liability under the
Securities Act of 1933, each filing of Texaco Inc.'s Annual Report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934)
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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
Texaco Capital or Texaco Inc. pursuant to the provisions specified in the first
and third paragraphs of Item 15 of this Registration Statement or otherwise,
Texaco Capital and Texaco Inc. have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in said Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
Texaco Capital or Texaco Inc. of expenses incurred or paid by a director,
officer or controlling person of Texaco Capital or Texaco Inc. 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, Texaco
Capital and Texaco Inc. 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 Act, and will be governed by the final adjudication
of such issue.
II-3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, TEXACO CAPITAL
INC. CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF
THE REQUIREMENTS FOR FILING ON FORM S-3 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 2ND DAY OF
DECEMBER, 1998.
TEXACO CAPITAL INC.
(Registrant)
By ROBERT C. GORDAN
------------------------------------------
(ROBERT C. GORDAN)
PRESIDENT
Attest:
By R.E. KOCH
---------------------------------------
(R.E. KOCH)
ASSISTANT SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
JAMES F. LINK........................ Chairman of the Board
(Principal Executive Officer)
SHELBY FABER......................... Treasurer
(Principal Financial Officer)
ROBERT C. OELKERS.................... Comptroller
(Principal Accounting Officer)
DIRECTORS
ROBERT C. GORDAN SHELBY FABER
JAMES F. LINK
By R.E. KOCH
---------------------------------------
(R.E. KOCH)
ATTORNEY-IN-FACT FOR THE ABOVE-NAMED
OFFICERS AND DIRECTORS
December 2, 1998
II-4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, TEXACO INC.
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 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 2ND DAY OF
DECEMBER, 1998.
TEXACO INC.
(Registrant and Guarantor)
By KJESTINE M. ANDERSON
------------------------------------------
(KJESTINE M. ANDERSON)
SECRETARY
Attest:
By R.E. KOCH
---------------------------------------
(R.E. KOCH)
ASSISTANT SECRETARY
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
PETER I. BIJUR....................... Chairman of the Board of Directors
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
PETER I. BIJUR SAM NUNN
JOHN BRADEMAS CHARLES H. PRICE, II
MARY K. BUSH CHARLES R. SHOEMATE
WILLARD C. BUTCHER ROBIN B. SMITH
EDMUND M. CARPENTER WILLIAM C. STEERE, JR.
MICHAEL C. HAWLEY THOMAS A. VANDERSLICE
FRANKLYN G. JENIFER WILLIAM WRIGLEY
By R.E. KOCH
---------------------------------------
(R.E. KOCH)
ATTORNEY-IN-FACT FOR THE ABOVE-NAMED
OFFICERS AND DIRECTORS
December 2, 1998
II-5
INDEX TO EXHIBITS
The exhibits designated by an asterisk are incorporated herein by reference
to documents previously filed by the Company or Texaco Inc. with the Securities
and Exchange Commission.
EXHIBITS.
PAGE
-----
*1.1 --Underwriting Agreement Standard Provisions, filed as Exhibit 1.1 to the Registration
Statement of Texaco Inc. and Texaco Capital Inc. on Form S-3 (Registration No.
333-46527) on February 18, 1998.
1.1.1 --Amendment to Underwriting Agreement Standard Provisions, dated December 2, 1998.
*1.2 --Form of Distribution Agreement filed as Exhibit 12 to the Registration Statement of
Texaco Inc. and Texaco Capital Inc. on Form S-3 (Registration No. 333-46527) on February
18, 1998.
*4.1 --Form of First Supplemental Indenture among Texaco Capital Inc., Texaco Inc. and The
Chase Manhattan Bank (National Association), as Trustee, dated as of August 24, 1984,
filed as Exhibit 4.1 to Texaco Capital Inc.'s Registration Statement on Form S-3
(Registration No. 33-33303) on February 1, 1990.
*4.1(a) --Form of First Supplement to the First Supplemental Indenture, dated as of October 11,
1990 filed as Exhibit 4.1(a) to Texaco Inc.'s Current Report on Form 8-K, dated October
12, 1990, and filed on October 15, 1990, SEC File No. 1-27.
*4.1(b) --Form of Second Supplement to the First Supplemental Indenture, dated as of August 5,
1997, filed as Exhibit 4.1(b) to Texaco Inc.'s Form 10-Q for the quarterly period ended
June 30, 1997, and filed on August 13, 1997, SEC File
No. 1-27.
*4.2(a) --Form of Guaranteed Note, filed as Exhibit 4.2(a) to Texaco Capital Inc.'s Registration
Statement on Form S-3 (Registration No. 33-40309) on May 1, 1991.
*4.2(b) --Form of Guaranteed Debenture, filed as Exhibit 4.2(b) to Texaco Capital Inc.'s
Registration Statement on Form S-3 (Registration No. 33-40309) on May 1, 1991.
*4.3(a) --Form of Warrant Agreement, for Warrants Sold Attached to Debt Securities (including form
of Warrant Certificate), filed as Exhibit 4.3(a) to Texaco Capital Inc.'s Registration
Statement on Form S-3 (Registration No. 33-40309) on May 1, 1991.
*4.3(b) --Form of Warrant Agreement, for Warrants Sold Alone (including form of Warrant
Certificate), filed as Exhibit 4.3(b) to Texaco Capital Inc.'s Registration Statement on
Form S-3 (Registration No. 33-40309) on May 1, 1991.
5 --Opinion of Paul R. Lovejoy, Esq. as to legality of the Securities.
*12.1 --Computation of Ratio of Earnings to Fixed Charges, filed as Exhibit 12 to Texaco Inc.'s
Form 10-Q for the quarterly period ended September 30, 1998, filed on November 12, 1998,
SEC File No. 1-27.
12.2 --Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends.
23.1 --Consent of Arthur Andersen LLP.
23.2 --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, SEC File No. 1-17.
PAGE
-----
24.2(a to d) --Power of Attorney. Powers of Attorney for the directors and certain officers of Texaco
Capital Inc. authorizing, among other things, the signing of registration statements on
their behalf.
24.3 --Power of Attorney. Power of Attorney to Charles R. Shoemate, a director of Texaco Inc.
authorizing, among other things, the signing of Registration Statements on his behalf.
- ------------------------
*Previously filed.
EXHIBIT 1.1.1
TEXACO INC. TEXACO CAPITAL INC.
2000 WESTCHESTER AVENUE 1013 CENTRE ROAD
WHITE PLAINS, NEW YORK 10650 WILMINGTON, DELAWARE 19801
------------------------
AMENDMENT TO
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
---------------------
December 2, 1998
To: The firm or firms who may be
Purchasers of Purchased Securities
Dear Sirs:
Texaco Inc. ("Texaco") and Texaco Capital Inc. (the "Company"), both
Delaware corporations, are considering issuing and selling in the United States,
from time to time, up to $1,642,500,000 (or the equivalent in foreign
denominated currency or units based on or related to currencies, including
European Currency Units) of their securities ("Securities"), or if any
Securities are to be issued at original issue discount, such greater amount as
shall result in net proceeds of $1,642,500,000. Debt Securities issued by the
Company will be guaranteed ("Guaranties") by Texaco.
In the document entitled Underwriting Agreement Standard Provisions dated as
of February 18, 1998, ("Underwriting Agreement Standard Provisions") filed as
Exhibit 1.1 to the Registration Statement (No. 333-46527) on February 18, 1998,
Texaco and the Company indicated that they were considering issuing and selling
in the United States, from time to time, up to $1,250,000,000 of their
Securities and Guaranties.
Because Texaco and the Company are now considering issuing and selling in
the United States, from time to time, up to $1,642,500,000 of their Securities
and Guaranties, Texaco and the Company hereby amend the Underwriting Agreement
Standard Provisions, by changing the amount of $1,250,000,000 to $1,642,500,000
in the two places where such amount appears in the first paragraph of the
Underwriting Agreement Standard Provisions.
Furthermore, the Exhibits to the Underwriting Agreement Standard Provisions
are hereby amended so as to refer both to the Underwriting Agreement Standard
Provisions and to this Amendment.
Very truly yours,
Texaco Capital Inc.
By: ____________________________________
Texaco Inc.
By: ____________________________________
EXHIBIT 5
December 2, 1998
Texaco Inc.
2000 Westchester Avenue
White Plains, NY 10650
Texaco Capital Inc.
1013 Centre Road
Wilmington, DE 19801
Gentlemen:
I have acted as counsel for Texaco Inc. ("Texaco") and Texaco Capital Inc.
(the "Company") in connection with the proposed issuance and sale by the Company
of up to $1,642,500,000 of the Company's Guaranteed Debt Securities or Warrants,
the guarantees of such Debt Securities by Texaco, and Texaco's Debt Securities,
Common Stock, Preferred Stock, Depository Shares or Warrants (collectively, "the
Securities").
I have participated in the preparation of the Registration Statement on Form
S-3 with respect to said Securities to be filed with the Securities and Exchange
Commission, the Indenture and the Underwriting Agreement Standard Provisions, as
amended, filed as Exhibits to said Registration Statement or incorporated
therein by reference.
Based on the foregoing, I am of the opinion that both Texaco and the Company
have been duly incorporated and are validly existing and in good standing under
the laws of the State of Delaware. I am further of the opinion that, when the
Indenture and Warrant Agreement (if issuing Warrants) shall have been executed
and delivered by the Company or Texaco and any of the Securities shall have been
executed by the Company or Texaco and authenticated by the Trustee (if issuing
Guaranteed Debt Securities), all in accordance with the terms of the Indenture,
and sold, said Securities will be legally issued and binding obligations of
Texaco and/or the Company as issuer of any of such Securities.
I hereby consent to the reference to me and to the use of my name under the
caption "Legal Opinions" and to the filing of a copy of this opinion as an
exhibit to said Registration Statement.
Very truly yours,
Paul R. Lovejoy
PRL:jcr
EXHIBIT 12.2
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS OF TEXACO ON A TOTAL ENTERPRISE BASIS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND FOR
EACH OF THE FIVE YEARS ENDED DECEMBER 31, 1997
(MILLIONS OF DOLLARS)
FOR THE NINE
MONTHS ENDED YEARS ENDED DECEMBER 31,
SEPTEMBER 30, -----------------------------------------------------
1998 1997 1996 1995 1994(A) 1993(A)
------------- --------- --------- --------- --------- ---------
Income from continuing operations, before provision or
benefit for income taxes and cumulative effect of
accounting changes effective 1-1-95...................... $ 1,178 $ 3,514 $ 3,450 $ 1,201 $ 1,409 $ 1,392
Dividends from less than 50% owned companies more or (less)
than equity in net income................................ (3) (11) (4) 1 (1) (8)
Minority interest in net income............................ 43 68 72 54 44 17
Previously capitalized interest charged to income during
the period............................................... 12 25 27 33 29 33
------ --------- --------- --------- --------- ---------
Total earnings............................................. 1,230 3,596 3,545 1,289 1,481 1,434
------ --------- --------- --------- --------- ---------
Fixed charges and preferred stock dividends: Items charged
to income:
Interest charges....................................... 490 528 551 614 594 546
Interest factor attributable to operating lease
rentals.............................................. 68 112 129 110 118 91
Preferred stock dividends of subsidiaries guaranteed by
Texaco Inc........................................... 26 33 35 36 31 4
------ --------- --------- --------- --------- ---------
Total items charged to income...................... 584 673 715 760 743 641
Interest capitalized....................................... 18 27 16 28 21 57
Interest on ESOP debt guaranteed by Texaco Inc............. 3 7 10 14 14 14
Preferred stock dividends (b).............................. 40 56 54 51 85 82
------ --------- --------- --------- --------- ---------
Total combined fixed charges and preferred stock
dividends................................................ 645 763 795 853 863 794
------ --------- --------- --------- --------- ---------
Earnings available for payment of combined fixed charges
and preferred stock dividends
(Total earnings and total items charged to income)....... $ 1,814 $ 4,269 $ 4,260 $ 2,049 $ 2,224 $ 2,075
------ --------- --------- --------- --------- ---------
------ --------- --------- --------- --------- ---------
Ratio of earnings to combined fixed charges and preferred
stock dividends of Texaco on a total enterprise basis.... 2.81 5.60 5.36 2.40 2.58 2.61
------ --------- --------- --------- --------- ---------
------ --------- --------- --------- --------- ---------
- ------------------------
(a) Excludes discontinued operations.
(b) Preferred stock dividend requirements have been adjusted to reflect the
pre-tax earnings which would be required to cover the Series C Variable Rate
Cumulative Preferred Stock (redeemed on September 30, 1994), Series E
Variable Rate Cumulative Preferred Stock (exchanged for Common Stock on
November 8, 1994) and Market Auction Preferred Shares dividends and to
exclude the interest portion of the Series B and Series F ESOP Convertible
Preferred Stock dividends.
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-3 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
December 2, 1998
EXHIBIT 24.2 (A)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and
Treasurer of TEXACO CAPITAL INC., a Delaware corporation (the "Company"), hereby
makes, designates, constitutes and appoints Kjestine M. Anderson and Robert E.
Koch, and each of them, (with full power to act without the other), as his true
and lawful attorneys-in-fact and agents, with full power and authority to act in
any and all capacities for and in the name, place and stead of the undersigned
in connection with the filing of any and all registration statements and all
amendments and post-effective amendments thereto (collectively, "Registration
Statements") under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission, and any and all registrations, qualifications or
notifications under the applicable securities laws of any and all states and
other jurisdictions, with respect to the securities of the Company, of whatever
class, including without limitation thereon the Company's Common Stock, notes,
debentures, bonds, and warrants, however offered, sold, issued, distributed,
placed or resold by the Company, by any of its subsidiary companies, or by any
other person or entity that may be required to effect: (a) any such filing, (b)
any primary or secondary offering, sale, distribution, or conversion of the
Company's securities, or (c) any acquisition, merger, reorganization, or
consolidation involving the issuance of the Company's securities.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or any of them, are hereby granted full power and
authority, on behalf of and in the name, place and stead of the undersigned, to
execute and deliver all such Registration Statements, and registrations,
qualifications or notifications, execute and deliver any and all such other
documents, and take such other and further action as such attorneys-in-fact and
agents, or either of them, deem necessary or appropriate. The powers and
authorities granted herein to such attorneys-in-fact and agents, and each of
them, also include the full right, power and authority to effect necessary or
appropriate substitutions or revocations. The undersigned hereby ratifies,
confirms, and adopts, as his own act and deed, all action lawfully taken
pursuant to the powers and authorities herein granted by such attorneys-in-fact
and agents, or either of them, or by their respective substitutes. This Power of
Attorney expires by its terms and shall be of no further force and effect on
December 31, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and seal as of
the 2nd day of November, 1998.
Shelby Faber
EXHIBIT 24.2 (B)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and
President of TEXACO CAPITAL INC., a Delaware corporation (the "Company"), hereby
makes, designates, constitutes and appoints Kjestine M. Anderson and Robert E.
Koch, and each of them, (with full power to act without the other), as his true
and lawful attorneys-in-fact and agents, with full power and authority to act in
any and all capacities for and in the name, place and stead of the undersigned
in connection with the filing of any and all registration statements and all
amendments and post-effective amendments thereto (collectively, "Registration
Statements") under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission, and any and all registrations, qualifications or
notifications under the applicable securities laws of any and all states and
other jurisdictions, with respect to the securities of the Company, of whatever
class, including without limitation thereon the Company's Common Stock, notes,
debentures, bonds, and warrants however offered, sold, issued, distributed,
placed or resold by the Company, by any of its subsidiary companies, or by any
other person or entity that may be required to effect: (a) any such filing, (b)
any primary or secondary offering, sale, distribution, or conversion of the
Company's securities, or (c) any acquisition, merger, reorganization, or
consolidation involving the issuance of the Company's securities.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or any of them, are hereby granted full power and
authority, on behalf of and in the name, place and stead of the undersigned, to
execute and deliver all such Registration Statements, and registrations,
qualifications or notifications, execute and deliver any and all such other
documents, and take such other and further action as such attorneys-in-fact and
agents, or either of them, deem necessary or appropriate. The powers and
authorities granted herein to such attorneys-in-fact and agents, and each of
them, also include the full right, power and authority to effect necessary or
appropriate substitutions or revocations. The undersigned hereby ratifies,
confirms, and adopts, as his own act and deed, all action lawfully taken
pursuant to the powers and authorities herein granted by such attorneys-in-fact
and agents, or either of them, or by their respective substitutes. This Power of
Attorney expires by its terms and shall be of no further force and effect on
December 31, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and seal as of
the 2nd day of November, 1998.
Robert C. Gordan
EXHIBIT 24.2(C)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a Director and
Chairman of the Board of TEXACO CAPITAL INC., a Delaware corporation (the
"Company"), hereby makes, designates, constitutes and appoints Kjestine M.
Anderson and Robert E. Koch, and each of them, (with full power to act without
the other), as his true and lawful attorneys-in-fact and agents, with full power
and authority to act in any and all capacities for and in the name, place and
stead of the undersigned in connection with the filing of any and all
registration statements and all amendments and post-effective amendments thereto
(collectively, "Registration Statements") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, and any and all
registrations, qualifications or notifications under the applicable securities
laws of any and all states and other jurisdictions, with respect to the
securities of the Company, of whatever class, including without limitation
thereon the Company's Common Stock, notes, debentures, bonds, and warrants
however offered, sold, issued, distributed, placed or resold by the Company, by
any of its subsidiary companies, or by any other person or entity that may be
required to effect: (a) any such filing, (b) any primary or secondary offering,
sale, distribution, or conversion of the Company's securities, or (c) any
acquisition, merger, reorganization, or consolidation involving the issuance of
the Company's securities.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or any of them, are hereby granted full power and
authority, on behalf of and in the name, place and stead of the undersigned, to
execute and deliver all such Registration Statements, and registrations,
qualifications or notifications, execute and deliver any and all such other
documents, and take such other and further action as such attorneys-in-fact and
agents, or either of them, deem necessary or appropriate. The powers and
authorities granted herein to such attorneys-in-fact and agents, and each of
them, also include the full right, power and authority to effect necessary or
appropriate substitutions or revocations. The undersigned hereby ratifies,
confirms, and adopts, as his own act and deed, all action lawfully taken
pursuant to the powers and authorities herein granted by such attorneys-in-fact
and agents, or either of them, or by their respective substitutes. This Power of
Attorney expires by its terms and shall be of no further force and effect on
December 31, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and seal as of
the 2nd day of November, 1998.
James F. Link
EXHIBIT 24.2(D)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Comptroller of TEXACO
CAPITAL INC., a Delaware corporation (the "Company"), hereby makes, designates,
constitutes and appoints Kjestine M. Anderson and Robert E. Koch, and each of
them, (with full power to act without the other), as his true and lawful
attorneys-in-fact and agents, with full power and authority to act in any and
all capacities for and in the name, place and stead of the undersigned in
connection with the filing of any and all registration statements and all
amendments and post-effective amendments thereto (collectively, "Registration
Statements") under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission, and any and all registrations, qualifications or
notifications under the applicable securities laws of any and all states and
other jurisdictions, with respect to the securities of the Company, of whatever
class, including without limitation thereon the Company's Common Stock, notes,
debentures, bonds, and warrants however offered, sold, issued, distributed,
placed or resold by the Company, by any of its subsidiary companies, or by any
other person or entity that may be required to effect: (a) any such filing, (b)
any primary or secondary offering, sale, distribution, or conversion of the
Company's securities, or (c) any acquisition, merger, reorganization, or
consolidation involving the issuance of the Company's securities.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or any of them, are hereby granted full power and
authority, on behalf of and in the name, place and stead of the undersigned, to
execute and deliver all such Registration Statements, and registrations,
qualifications or notifications, execute and deliver any and all such other
documents, and take such other and further action as such attorneys-in-fact and
agents, or either of them, deem necessary or appropriate. The powers and
authorities granted herein to such attorneys-in-fact and agents, and each of
them, also include the full right, power and authority to effect necessary or
appropriate substitutions or revocations. The undersigned hereby ratifies,
confirms, and adopts, as his own act and deed, all action lawfully taken
pursuant to the powers and authorities herein granted by such attorneys-in-fact
and agents, or either of them, or by their respective substitutes. This Power of
Attorney expires by its terms and shall be of no further force and effect on
December 31, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his name and seal as of
the 2nd day of November, 1998.
Robert C. Oelkers
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, a director of TEXACO
INC., a Delaware corporation (the "Company"), hereby makes, designates,
constitutes and appoints KJESTINE M. ANDERSON and ROBERT E. KOCH, and either of
them (with full power to act without the other), as the undersigned's true and
lawful attorneys-in-fact and agents, with full power and authority to act in any
and all capacities for and in the name, place and stead of the undersigned in
connection with the filing of: (i) any and all registration statements and all
amendments and post-effective amendments thereto (collectively, "Registration
Statements") under the Securities Act of 1933, as amended, with the Securities
and Exchange Commission, and any and all registrations, qualifications or
notifications under the applicable securities laws of any and all states and
other jurisdictions, with respect to the securities of the Company of whatever
class, including without limitation thereon the Company's Common Stock, par
value $3.125 per share, and preferred stock, par value $1.00 per share, however
offered, sold, issued, distributed, placed or resold by the Company, by any of
its subsidiary companies, or by any other person or entity, that may be required
to effect: (a) any such filing, (b) any primary or secondary offering, sale,
distribution, exchange or conversion of the Company's securities, or (c) any
acquisition, merger, reorganization or consolidation involving the issuance of
the Company's securities, (d) any stock option, restricted stock grant,
incentive, investment, thrift, profit sharing, or other employee benefit plan
relating to the Company's securities, or (e) any dividend reinvestment or stock
purchase plan relating to the Company's securities: (ii) the Company's Annual
Report to the Securities and Exchange Commission for the year ended December 31,
1998, on Form 10-K, and any and all amendments thereto on Form 8 or otherwise,
under the Securities Exchange Act of 1934, as amended ("Exchange Act"), and
(iii) Statements of Changes of Beneficial Ownership of Securities on Form 4 or
Form 5 (or such other forms as may be designated from time to time for such
purposes), pursuant to Section 16(a) of the Exchange Act.
Without limiting the generality of the foregoing grant of authority, such
attorneys-in-fact and agents, or either of them, are hereby granted full power
and authority, on behalf of and in the name, place and stead of the undersigned,
to execute and deliver all such Registration Statements, registrations,
qualifications, or notifications, the Company's Form 10-K, any and all
amendments thereto, statements of changes, and any all other documents in
connection with the foregoing, and take such other and further action as such
attorneys-in-fact and agents, or either of them, deem necessary or appropriate.
The powers and authorities granted herein to such attorneys-in-fact and agents,
and either of them, also include the full right, power and authority to effect
necessary or appropriate substitutions or revocations. The undersigned hereby
ratifies, confirms, and adopts, as his own act and deed, all action lawfully
taken pursuant to the powers and authorities herein granted by such
attorneys-in-fact and agents, or either of them, or by their respective
substitutes. This power of Attorney expires by its terms and shall be of no
further force and effect on March 31, 1999.
IN WITNESS WHEREOF, the undersigned has hereunto set his name as of the 23rd
day of October, 1998.
Charles R. Shoemate
