================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEXACO INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 74-1383447
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2000 Westchester Avenue
White Plains, New York 10650
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |X| following box. |_|
Securities Act registration statement file number to which this form relates:
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
------------------- -----------------------------------
Rights to Purchase Series D Junior New York Stock Exchange
Participating Preferred Stock
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
----------------
None
================================================================================
This Amendment No. 1 ("Amendment No. 1") amends and supplements the Form
8-A (the "Form 8-A") originally filed on March 31, 1989 by Texaco Inc., a
Delaware corporation (the "Company"). This Amendment No. 1 relates to a recent
amendment to the Company's Amended Rights Agreement dated as of March 16, 1989,
as amended as of April 28, 1998. The Amended Rights Agreement was approved by
the stockholders of the Company on April 28, 1998 and was filed with the
Securities and Exchange Commission as Exhibit 1 to the Company's Proxy Statement
dated March 17, 1998, SEC File No. 1-27.
All capitalized terms used in this Amendment No. 1 without definition have
the meanings attributed to them in the Form 8-A.
The items of the Form 8-A set forth below are hereby amended and
supplemented as follows:
Item 1. Description of Registrant's Securities to be Registered
Item 1 is amended by adding the following paragraph immediately after the
final paragraph thereof:
On October 15, 2000, the Company entered into an Agreement and
Plan of Merger among the Company, Chevron Corporation, a Delaware
corporation, and Keepep Inc., a Delaware corporation (the "Merger
Agreement") and two related Stock Option Agreements. In connection
with these agreements and the transactions contemplated thereby, the
Company and the Rights Agent entered into Amendment No. 1 dated as of
October 15, 2000 to the Amended Rights Agreement, a copy of which is
attached hereto as Exhibit 2 and incorporated herein by reference.
Item 2. Exhibits
Item 2 is amended by adding the following language at the end thereof:
2. Amendment No. 1 to Amended Rights Agreement dated as of October 15,
2000 between Texaco Inc. and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent.
2
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: October 25, 2000
TEXACO INC.
By: /s/ Michael H. Rudy
---------------------------------
Name: Michael H. Rudy
Title: Secretary
3
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
2. Amendment No. 1 to Amended Rights Agreement dated as of October
15, 2000 between Texaco Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
4
Exhibit 2
AMENDMENT NO. 1
TO AMENDED RIGHTS AGREEMENT
AMENDMENT NO. 1 (this "Amendment") dated as of October 15,
2000 to the Amended Rights Agreement (the "Rights Agreement") dated as of
March 16, 1989, as amended as of April 28, 1998, between Texaco Inc., a
Delaware corporation (the "Company"), and ChaseMellon Shareholder Services,
L.L.C., as Rights Agent (the "Rights Agent").
W I T N E S S E T H
WHEREAS, the Company has entered into an Agreement and Plan of Merger
dated as of October 15, 2000 among the Company, Chevron Corporation, a Delaware
corporation ("Chevron"), and Keepep Inc., a Delaware corporation and
wholly-owned subsidiary of Chevron (the "Merger Agreement"); and
WHEREAS, the Board of Directors of the Company has approved,
authorized and adopted the Merger Agreement and the transactions contemplated
thereby and, subject to certain conditions, is bound to recommend to the
stockholders of the Company the approval and adoption of the Merger Agreement;
and
WHEREAS, the Board of Directors of the Company has determined that in
connection with the Merger Agreement and the transactions contemplated thereby,
it is desirable to amend the Rights Agreement as set forth herein and that such
amendment is generally consistent with the purposes for which the Rights
Agreement was executed; and
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent desire to amend the Rights Agreement as set forth herein;
NOW, THEREFORE, the Rights Agreement is amended as follows:
SECTION 1. Proposed Merger. A new Section 3(d) shall be added to
the Rights Agreement as follows:
"(d) Notwithstanding anything in this Agreement to the contrary,
(i) no Distribution Date, Stock Acquisition Date or Triggering Event
shall be deemed to have occurred, (ii) none of Chevron Corporation, a
Delaware corporation ("Chevron"), any of its Subsidiaries or any of
their
respective Affiliates or Associates (collectively, the "Acquisition
Group") shall be deemed to have become an Acquiring Person (or
otherwise become the Beneficial Owner of 20% or more of the shares of
Common Stock) and (iii) no holder of Rights shall be entitled to any
rights or benefits pursuant to Section 7, Section 11, Section 13, or
any other provision of this Agreement, in each case by reason of (w)
the approval, execution, delivery and performance of the Agreement and
Plan of Merger dated as of October 15, 2000 among the Company, Chevron
and Keepep Inc. (the "Merger Agreement"), (x) the approval, execution,
delivery and performance of the Stock Option Agreement ("Stock Option
Agreement") dated as of October 15, 2000 between the Company and
Chevron pursuant to which the Company grants Chevron an option to
purchase shares of Common Stock, (y) the approval of the Merger
Agreement by the stockholders of the Company or (z) the consummation
of any of the transactions contemplated by the Merger Agreement or the
Stock Option Agreement; provided that in the event that one or more
members of the Acquisition Group collectively become the Beneficial
Owner of 20% or more of the Common Stock then outstanding in any
manner other than as set forth in the Merger Agreement or the Stock
Option Agreement, the provisions of this sentence (other than this
proviso) shall terminate."
SECTION 2. Effectiveness. This Amendment shall be deemed effective as
of the date first set forth above and immediately prior to the execution of the
Merger Agreement. Except as amended hereby, the Rights Agreement shall remain in
full force and effect and shall be otherwise unaffected hereby.
SECTION 3. Miscellaneous. This Amendment shall be deemed to be a
contract made under the laws of the State of Delaware and for all purposes shall
be governed by and construed in accordance with the laws of such state
applicable to contracts to be made and performed entirely within such state.
This Amendment may be executed in any number of counterparts, each of such
counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument. If any
term, provision, covenant or restriction of this Amendment is held by a court of
competent jurisdiction or other authority to be invalid, illegal, or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Amendment shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
2
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first above written.
TEXACO INC.
By: /s/ Peter I. Bijur
---------------------------------
Name: Peter I. Bijur
Title: Chairman of the Board and
Chief Executive Officer
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C.,
as Rights Agent
By: /s/ Stanley E. Siekierski
--------------------------------
Name: Stanley E. Siekierski
Title: Vice President
3