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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
____________________________________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEXACO CAPITAL LLC TEXACO INC.
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(Exact name of registrant as (Exact name of guarantor as
specified in its charter) specified in its charter)
Turks and Caicos Islands Delaware
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(State of incorporation (State of incorporation
or organization) or organization)
98-0136600 74-1383447
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(IRS Employer Identification Number) (IRS Employer Identification Number)
c/o Texaco Inc.
2000 Westchester Avenue 2000 Westchester Avenue
White Plains, NY 10650 White Plains, New York 10650
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(Address of principal (Address of principal
executive offices) executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which each
to be so registered class of stock is to be registered
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Cumulative Adjustable Rate New York Stock Exchange
Monthly Income Preferred
Shares, Series B, Liquidation
Preference $25 per share
Backup Undertakings of New York Stock Exchange
Guarantor
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
For a full description of the up to 5,175,000 shares of the $25 per share
Cumulative Adjustable Rate Monthly Income Preferred Shares, Series B (the
"Shares") and the Backup Undertakings being registered hereby, reference is
made to the information contained under the caption "Certain Terms of the
Series B Preferred Shares" in the Prospectus Supplement dated June 8, 1994,
and the information contained under the caption "Description of the Guarantee"
in the Prospectus dated October 21, 1993. The Prospectus and Prospectus
Supplement form a part of the Registrant's Registration Statement (Nos.
33-50553 and 50553-01) on Form S-3 filed with the Securities and Exchange
Commission on October 8, 1993, under the Securities Act of 1933, as amended,
which Registration Statement was amended by Amendment No. 1 to Form S-3
Registration Statement dated and filed with the Securities and Exchange
Commission on October 18, 1993, and declared effective on October 18, 1993.
The information contained in the foregoing Registration Statement, as amended,
Prospectus and Prospectus Supplement is incorporated herein by reference.
Item 2. Exhibits.
1. The following documents, which define the rights of
holders of the Shares, filed by Texaco Inc. with the Securities
and Exchange Commission (File No. 1-27) pursuant to Sections 13
or 15(d) of the Securities Exchange Act of 1934, are incorporated
by reference herein:
1.1. Registrant's Certification of Designation, which
created the Shares, filed as Exhibit 4.1 to Texaco Inc.'s
Current Report on Form 8-K dated June 10, 1994, filed with
the Securities and Exchange Commission on June 10, 1994
(date of earliest event reported: June 8, 1994).
1.2. Payment and Guarantee Agreement, which defines Texaco
Inc.'s obligations to the holders of the Shares under its
Backup Undertakings, filed as Exhibit 4.2 to Texaco Inc.'s
Current Report on Form 8-K dated June 10, 1994, filed with
the Securities and Exchange Commission on June 10, 1994
(date of earliest event reported: June 8, 1994).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, Texaco Capital LLC and Texaco
Inc. have duly caused this Registration Statement to be signed on
their behalf by the undersigned, thereto duly authorized.
TEXACO CAPITAL LLC
(Registrant)
By Texaco Inc., as Manager
By: R.E. Koch
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(Assistant Secretary)
TEXACO INC.
(Guarantor)
By: R.E. Koch
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(Assistant Secretary)
Dated: June 10, 1994