INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant December 12, 2000 [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Under Rule 14a-12
Texaco Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0_11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. (1) Amount
Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Except for the historical and present factual information contained
herein, the matters set forth in this filing, including statements as to the
expected benefits of the merger such as efficiencies, cost savings, market
profile and financial strength, and the competitive ability and position of the
combined company, and other statements identified by words such as "expects,"
"projects," "plans," and similar expressions are forward-looking statements
within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to
risks and uncertainties that may cause actual results to differ materially,
including the possibility that the anticipated benefits from the merger cannot
be fully realized, the possibility that costs or difficulties related to the
integration of our businesses will be greater than expected, the impact of
competition and other risk factors relating to our industry as detailed from
time to time in each of Chevron's and Texaco's reports filed with the SEC.
Chevron and Texaco disclaim any responsibility to update these forward-looking
statements.
Chevron and Texaco will file a proxy statement/prospectus and other
relevant documents concerning the proposed merger transaction with the SEC.
Investors are urged to read the proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC because they will
contain important information. You will be able to obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. In addition, you may
obtain documents filed with the SEC by Chevron free of charge by requesting them
in writing from Chevron Corporation, 575 Market Street, San Francisco, CA 94105,
Attention: Corporate Secretary, or by telephone at (415) 894-7700. You may
obtain documents filed with the SEC by Texaco free of charge by requesting them
in writing from Texaco Inc., 2000 Westchester Avenue, White Plains, New York
10650, Attention: Secretary, or by telephone at (914) 253-4000.
Chevron and Texaco, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies from
the stockholders of Chevron and Texaco in connection with the merger.
Information about the directors and executive officers of Chevron and their
ownership of Chevron stock is set forth in the proxy statement for Chevron's
2000 annual meeting of stockholders. Information about the directors and
executive officers of Texaco and their ownership of Texaco stock is set forth in
the proxy statement for Texaco's 2000 annual meeting of stockholders. Investors
may obtain additional information regarding the interests of such participants
by reading the proxy statement/prospectus when it becomes available.
* * *
[Letter to all Texaco Employees dated December 7, 2000]
Dear Texaco Employees:
I'd like to bring you up to date on some recent transition activities.
Earlier this week the Decision Review Board - Peter Bijur, Dave O'Reilly, John
Watson and myself - met in Houston to review the efforts of the transition
teams.
At the meeting, we had our first look at high-level organization designs. Each
of the integration teams presented proposals for organization design in their
respective areas. This is the first of a three-step process to complete the
overall design of the new company. We plan to announce results of this process
early next year.
We also looked at preliminary numbers combining the cost structures of Chevron,
Texaco and Caltex. By creating a baseline for what the pre-merger companies'
costs are today, we will be able to track merger-related savings after the
merger is completed.
We also began considering initial proposals for key Human Resources processes,
including selection, relocation, outplacement and cultural integration. As
decisions are made in these and other important areas affecting employees, we'll
let you know.
All of the integration teams are now in place. Altogether, more than 100 Texaco
employees are engaged in a full- or part-time basis, and many more are providing
support as needed. A list of your colleagues who are members of the transition
team will be added to the merger section of our Intranet site. The teams'
recommendations will help us create an organization designed to compete with the
best performers in our industry.
On the regulatory front, late last month Chevron refiled its pre-merger
notification and report form to the Federal Trade Commission (FTC). (You may
have seen their news release on this matter. If not, it can be found on our
merger website.)
Chevron's action followed an informal request from the FTC staff for additional
information about the business of the two companies. In response to that
informal request, Chevron and Texaco have been providing information to the
staff on a voluntary basis. Under the laws governing the process, the FTC must
make a formal request for any additional information it wants from the companies
within 30 days of the original filing, or from any subsequent refiling.
Chevron's refiling provided the FTC with more time to review the initial
information submitted by us before determining what additional information it
will formally request. We expect that formal "Second Request" to be issued in
mid-December, and Texaco and Chevron teams will begin the effort of assembling
the information to be fully responsive so that we can keep this process on
track. At present, we see no unexpected problems or delays with the regulatory
review.
In the coming weeks we will be providing you with additional information to help
you better understand this regulatory process. And, of course, we will continue
to keep you apprised of our transition progress.
In the meantime, as we approach the holidays, I'd like to thank everyone
involved in the merger integration planning effort, as well as all the Texaco
employees who are picking up the slack for people who have been pulled off their
usual jobs to work on merger matters. Your dedication is greatly appreciated.
Ultimately, our success in completing the merger will depend on the commitment
and hard work of all of the many talented people at Texaco, Chevron and Caltex.
We can't do it without you.
Sincerely,
Original signed by: P. J. Lynch