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 February 22, 2001 [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 has filed a Registration Statement on Form S-4 with the SEC
containing a preliminary joint proxy statement/prospectus regarding the proposed
merger transaction. Investors are urged to read the definitive joint proxy
statement/prospectus when it becomes available and any other relevant documents
filed with the SEC because they will contain important information. The
definitive joint proxy statement/prospectus will be sent to the stockholders of
Chevron and Texaco seeking their approval of the proposed transaction. In
addition, you may obtain the documents free of charge at the website maintained
by the SEC at www.sec.gov. Also, 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 definitive joint proxy statement/prospectus when it becomes available.
* * *
To All Texaco Employees from Pat Lynch
- --------------------------------------
Dear Fellow Employees:
Our momentum in launching ChevronTexaco Corp. picked up dramatically last week
as the members of the leadership team spent three days together at an off-site
meeting in Northern California.
Broadly speaking, the objectives of the meeting were to brief the new leadership
team on their roles going forward, including people selection, and to begin to
build a new, more global culture and spirit for ChevronTexaco. I am pleased to
report that the results of the meeting far surpassed our expectations.
We talked about the exciting challenge of building this new organization, the
tremendous value potential of the merged companies and the responsibility we all
share to build a new enterprise, one capable of achieving lasting performance
and growth across every segment of the business.
Perhaps the most important element of this challenge will be the plan to
complete the new management team and to undertake the people selection process
as efficiently as possible with an eye towards quickly building the strong and
committed team that ChevronTexaco will need going forward.
ChevronTexaco's quality of leadership talent will drive the new company's
performance, and the importance of selecting the right people for the next level
of management and beyond is paramount. The documents attached at the bottom of
this letter include very detailed information, as well as questions and answers,
on the new Selection Guidelines. These guidelines value diversity, are based on
performance, and are designed to help retain and develop top talent as well as
build "bench" strength.
The leadership team announced last week will be held accountable for their
selections in the next tier of management and all future positions based on
strict adherence to these guidelines. I encourage you to familiarize yourself
with them. Your local Human Resources representative can be a channel to help
you obtain answers to any further questions you might have.
In addition to discussing the significance of people selection, Dave O'Reilly
outlined his expectations for the new company to create a "legacy of
performance." He said the new ChevronTexaco will be a company whose hallmarks
include:
o business integrity, partnership and teamwork;
o respect for individuals, cultures, diversity and the environment;
o collaboration, results and rigorous accountability;
o the "4+1" strategies - operational excellence, capital stewardship,
cost-reduction and profitable growth leading to world-class
organizational capability; and
o the enduring primary objective to become first in total stockholder
return.
ChevronTexaco can become a "growth machine" over the longer term, he said,
working from superior assets coupled with a strong performance culture. Growth
will come from: strengthened production; capitalizing on our best exploration
and technology options; expanded opportunities in the downstream global
businesses; and having the right strategies in place.
Glenn Tilton stressed the need for us to be "global in our approach to building
the organization," and the need to keep the base business running well while we
integrate the companies. He cautioned the group to keep a careful watch on the
competition, which "won't be standing still while we build the new company."
Two brief reminders before I close: First, while we are moving forward in an
exciting way with merger planning, Chevron and Texaco remain competitors. Until
the merger is approved, all employees should maintain the same business
relationships and protocols with Chevron that they would with any competitor.
Second, we all need to stay focused on our current business plans. That's the
best way for employees to contribute not only to Texaco's success, but also to
the early success we envision for ChevronTexaco.
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I think we were all impressed by the group's spirit, unity, focus and commitment
to a very successful future for ChevronTexaco and its employees. It's clear from
our experience last week that the new company will be a place of almost
boundless opportunities not only for the company, but for the nearly 53,000 new
employees who will help launch and operate the new ChevronTexaco.
Sincerely,
[PAT]
For employees with Internet access, the ChevronTexaco Employee Selection Process
Guidelines and Q&As are posted on our Merger Information site:
[Texaco Intranet hyperlink appears here]
ChevronTexaco Employee Selection Process Guidelines and Q&As follow:
- ----------------------------
ChevronTexaco Employee Selection Guidelines
-------------------------------------------
Selection guidelines have been developed to ensure timely and effective staffing
of ChevronTexaco. The guidelines provide a consistent framework to allow local
management to staff their organizations to meet business needs and accomplish
goals. As we seek to build a strong and committed team, candidates will be
selected using relevant job-related performance information and competencies.
One of the guiding principles is to ensure that all aspects of the selection
process value diversity.
To fill positions as quickly as possible, the selection process will cascade
through the organization. Now that we have announced the executive positions,
the selection process for certain positions in the next level of management will
occur from now until April. Since we are limited as to the number of positions
we can identify in the next round prior to merger approval by the U.S. Federal
Trade Commission (FTC), those in the next round will include positions most
critical to the merger integration process. Selection for all remaining
positions will begin after we receive FTC approval. Those leaders selected in
each group will participate in the selection of the next group of positions. Our
goal is for all employees to know their status as soon as possible after the
merger is completed.
Selection Process
- -----------------
All active Chevron, Texaco and Caltex employees are covered by the selection
guidelines. Candidates will be considered for open positions based on individual
qualifications. Employees located in offices that are closing will receive
consideration for available open positions elsewhere.
Corporate Selection Coordinators from Chevron, Texaco and Caltex have been
appointed to work with Human Resources to provide guidance on the selection
guidelines and to assist local Selection Coordinators. Human Resources will
provide guidance on which jobs to open and the best method for filling jobs,
including what type of employee data to gather and the timing of selections. The
selection process in each business unit within ChevronTexaco will follow these
steps:
1. Identify Open Positions
Management, with support from Human Resources, will determine which jobs to open
based on their new organizational design. Where there is little or no functional
or geographic overlap among the three companies, those current organizations -
and the people who hold the jobs in those organizations - may change very
little. In areas of significant overlapping activity and geography, jobs
generally will be open for selection.
Positions considered open generally will include:
o new positions;
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o positions with significant changes in:
- responsibilities, scope and/or complexity that require new or
different competencies;
- organizational structure, resulting in fewer or more positions;
o vacated positions, where a decision has been made to fill them.
2. Identify and Assess Candidates
Management, with support from Human Resources, is responsible for establishing a
process that rapidly, consistently and comprehensively identifies all qualified
candidates and provides data about candidates for open positions. Open positions
identified through the merger selection process are unlikely to be posted.
The process involves:
o Forming a diverse and representative Selection Team to work as a group
to assess employee data. The teams will include representatives from the
organizations involved -- Chevron, Texaco and Caltex -- where
appropriate.
o Collecting available data on employees eligible for the positions.
o Gathering additional input from supervisors or internal customers as
needed.
o Deciding which candidate is best suited for the position, using criteria
established for the position, and based on employee information
collected.
3. Make Job Offers
Successful candidates will receive a confidential job offer.
Individuals who do not receive offers will be advised by management. Information
on severance and related programs will be provided at that time, if it has not
previously been made available. Actual separation dates will be driven by merger
implementation schedules and by business needs.
Timing of Selection for All Remaining Positions
- -----------------------------------------------
Once the merger is approved by the FTC and the selection process is ready to
begin in your area, further information will be provided by your local
management about how the selection guidelines will be used in your respective
organizations and the expected timing of selection.
Work is continuing on organization and staffing designs, as well as Human
Resources programs and policies for the new company. When we can, we will
provide additional information about these programs and policies for your
location.
QUESTIONS AND ANSWERS ON THE SELECTION PROCESS
----------------------------------------------
1. When will I know whether I'll have a job, and if so, what my job will be?
The timing of selections (beyond the Chevron Texaco leadership team) will be
driven by the U.S. Federal Trade Commission (FTC) approval date. This means that
most job decisions won't take place for some time.
We expect to announce some additional management appointments by mid-April, but
we cannot continue staffing the proposed new organization beyond a certain point
prior to FTC approval.
It's important to point out that many jobs throughout the new company will not
change. Where there is little or no functional or geographic overlap among the
three companies, those current organizations - and the people who hold the jobs
in those organizations - may change very little. In areas of significant
overlapping activity and geography, jobs will generally be open for selection.
Once the selection process is completed, local management will develop a
transition plan for the new organization that includes timing of selection
implementation and office relocations, where appropriate. Overall, our intent is
for all employees to know their status as soon as possible after completion of
the merger.
2. Will employees be able to post for open jobs?
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It is important to our business that the new organization is finalized quickly
and efficiently, and with minimal disruption to the business. Given the timing
and objective of having employees know their status as soon as possible
following completion of the merger, posting of merger-related open positions is
unlikely.
3. Who will be making the selections? How can I be sure I'll be considered?
Management is responsible for establishing a process that rapidly, consistently
and comprehensively identifies all qualified candidates. This process includes
forming Selection Teams for all open positions, providing data about candidates
for those positions, and deciding which candidates are best suited for the
positions.
4. What happens if I am not selected for a job?
If you are not selected for a job, you may be eligible for redeployment and, if
not placed through redeployment, you would be eligible for severance and other
related benefits that are competitive within your country.
5. What would the severance benefits be if I lost my job as a result of the
merger?
Severance benefits vary by country, so it is best to consult your local Human
Resources representative for severance benefits available to employees in your
location.
6. How will I know whether the job I'm in is going to be declared "open?"
There are no plans to announce open positions. Management, with support from
Human Resources, will decide which positions to open in each location based on
the Selection Process Guidelines. Generally, a position will be considered open
if it is new or if it has significant changes in responsibilities, scope or
complexity requiring new or different competencies. A position can also be
considered open if like jobs are combined and fewer positions are needed.
Where there is little or no functional or geographic overlap among the three
companies, those current organizations - and the people who hold the jobs in
those organizations - may change very little. In areas of significant
overlapping activity and geography, jobs will generally be open for selection.
Merger integration teams are working to identify the functions and locations
where the three companies overlap. Obviously, there will be some overlap in
corporate functions and in locations where two or all three of the companies
conduct business.
7. What exactly is an "open" position?
Generally, a position can be considered open if it is new, has significant
changes in responsibilities, scope or complexity requiring new or different
competencies; the organizational structure changes resulting in fewer or more
positions; or where positions have become vacant, and a decision has been made
to fill them.
8. What happens if I'm required to relocate or to accept a position at a lower
level and I turn it down?
If an employee is required to relocate or to accept a position at a lower level
and turns it down, and subsequently becomes surplus as a result of the merger,
the employee's eligibility for benefits will be determined by local country
severance plans.
9. What if I'm offered a transfer and I have to relocate as a result of the
merger? What will the relocation policy be?
In the new company, ChevronTexaco employees who are relocated as a result of the
merger will do so under locally competitive relocation plans.
For instance, U.S.-dollar payroll employees who accept a merger-related domestic
relocation of more than 50 miles from their current work location will relocate
under the Chevron relocation policy, which will be adopted by ChevronTexaco.
Details about the relocation programs will be available on the website in the
near future.
10. What kinds of severance related services will be available for employees
separated due to the merger?
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We recognize the importance of having a transition process in place to assist
employees who may be separated as a result of the merger. Services will be
available to employees who are involuntarily separated due to the merger
according to local custom and practices.
U.S.-Dollar Payroll Employees Only
- ----------------------------------
Employees who are not selected for positions in the new company will be eligible
to enter redeployment for a specified time frame. During this period, management
will coordinate with the Selection Coordinators, Human Resources and
Redeployment Coordinators to identify opportunities where employees in
redeployment may be selected for open positions. If a new position is not found
within the redeployment period, management will set a separation date based on
merger integration plans and business needs.
Career transition services will also be available to employees who are separated
as a result of the merger. A professional outplacement firm that has developed a
customized, comprehensive program for ChevronTexaco will be providing these
services.
Educational assistance will also be available.
11. What information will be used for selection?
Using the criteria for the position, it is a Selection Team's responsibility to
determine the type of employee data that need to be gathered for
decision-making, subject to legal guidelines. Management, along with Selection
Coordinators, is responsible for collecting available data on employees for
positions.
12. Who approves the next level of management selections?
The newly appointed ChevronTexaco leadership will be involved in selecting the
next round of management appointments, which will be reviewed and approved by
the Decision Review Board - Dave O'Reilly, Glenn Tilton, Dick Matzke, John
Watson, and Pat Lynch.
13. Will all open positions be filled using the selection process?
Every position will be filled through the selection process. The selection
guidelines provide different ways to fill positions. For example, there will be
some positions filled as a developmental assignment or to repatriate an employee
from an international assignment.
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