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SAN FRANCISCO, Oct. 9 -- Chevron Corp. and Texaco Inc. have announced that their merger has been completed following stockholder approvals of both companies earlier today. Upon completion of the merger, Chevron changed its name to ChevronTexaco Corporation.
- Total Current Assetsììììììììììììììììììììììììììì
- Liabilities
- Total Liabilitiesììììììììììììììììììììììììììììììì Stockholders' Equity
- Admission
- Q: What do I need to do now?
- Q: What does my board of directors recommend?
- Q: What do I do if I want to change my vote?
- Q: If my shares are held in ""street name'' by my broker, will my broker vote my shares for me?
- Q: Why is it important for me to vote?
- Q: What if I don't vote?
- Q: Should I send in my stock certi cates now?
- Q: When do you expect the merger to occur?
- Q: When will Chevron's name change occur?
- Q: What are the tax consequences of the merger?
- SUMMARY
- Chevron Corporation 575 Market Street San Francisco, CA 94105 (415) 894-7700
- (see pages 22 through 30)
- To Chevron Stockholders:
- To Texaco Stockholders:
- (see pages 32 and 33)
- Stockholder Vote Required to Approve the Merger, the Common Stock Issuance and the Name Change
- Appraisal Rights Are Not Available (see page 35)
- Accounting Treatment (see page 31)
- grounds.
- Any delay in the consummation of the merger could diminish the bene ts of the merger.
- CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
- Economic and Industry Conditions Political/Governmental Factors
- Transaction or Commercial Factors
- Advances in Technology
- General
- Chevron Proposals
- Texaco Proposals
- Our Reasons for the Merger
- Principal O cers of ChevronTexaco
- Other Executive O cers of ChevronTexaco
- Regulatory Matters
- Appraisal Rights
- OPINIONS OF FINANCIAL ADVISORS
- Valuation Analysis
- Comparable Company Trading Analysis
- Other Analyses
- Return on Gross Invested Capital Comparison
- INTERESTS OF DIRECTORS AND OFFICERS IN THE MERGER
- Employee Severance Bene ts
- E ect of Merger on Texaco Investor Services Plan
- THE MERGER AGREEMENT
- Structure of the Merger
- Timing of Closing
- Exchange of Shares
- Representations and Warranties
- Conditions to the Completion of the Merger
- Amendments; Waivers
- Vote Necessary to Approve the Chevron and Texaco Proposals
- Voting
- How to Vote by Proxy
- Chevron
- Other Business; Adjournments
- COMPARISON OF STOCKHOLDER RIGHTS
- Transfer Agent and Registrar
- Stock Exchange Listing; Delisting and Deregistration of Texaco Common Stock
- SECTION 1.3 Surrender and Payment.
- SECTION 1.4 Stock Options and Equity Awards.
- SECTION 1.6 Fractional Shares.
- SECTION 2.1 Name; Trade Name.
- SECTION 2.2 Parent Board of Directors.
- SECTION 3.2 Corporate Authorization.
- SECTION 3.9 Disclosure Documents.
- SECTION 3.17 Environmental Matters.
- SECTION 4.2 Corporate Authorization.
- SECTION 4.14 Employee Bene t Plans.
- SECTION 6.3 Director and O cer Liability.
- SECTION 6.6 Employee Bene ts.
- SECTION 7.10 No Solicitation.
- SECTION 7.11 Letters from Accountants.
- SECTION 10.3 Amendments; No Waivers.
- SECTION 6. Adjustment upon Changes in Capitalization or Merger.
- SECTION 7. Further Assurances; Remedies.
- SECTION 6. Adjustment upon Changes in Capitalization or Merger.
- SECTION 7. Further Assurances; Remedies.
Long-term receivablesìììììììììììììììììììììììììì Investments and advancesììììììììììììììììììììììì Properties, plant and equipment, at costììììììììììì Less: accumulated depreciation, depletion and amortization ìììììììììììììììììììììììììììììììì Properties, plant and equipment, netìììììììììììììì Deferred charges and other assetsìììììììììììììììì Total Ass...
Short-term debtììììììììììììììììììììììììììììììì Accounts payableìììììììììììììììììììììììììììììì Accrued liabilities ììììììììììììììììììììììììììììì Federal and other taxes on income ììììììììììììììì Other taxes payableìììììììììììììììììììììììììììì Total Current Liabilities ììììììììììììììììììììììì Long-term debt ììììììììììììììììììììììììììììììì Capital lea...
Common stockìììììììììììììììììììììììììììììììì Capital in excess of par valueìììììììììììììììììììì Deferred compensation and bene t plan trust ìììììì Accumulated other comprehensive lossìììììììììììì Retained earnings ììììììììììììììììììììììììììììì Treasury stock, at cost ììììììììììììììììììììììììì Total Stockholders' Equity ììììììììììììììììììììì
All stockholders and representatives whom stockholders have authorized in writing are cordially invited to attend the Special Meeting.
A: Mail your signed proxy card in the enclosed return envelope or vote by telephone or the internet, as soon as possible, so your shares will be represented at your meeting. In order to be sure that your vote is counted, please submit your proxy as instructed on your proxy card even if you plan to attend a meeting in person.
A: The board of directors of Texaco recommends that its stockholders vote in favor of the merger. The board of directors of Chevron recommends that its stockholders vote in favor of the issuance of common stock in the merger and the name change.
A: You should send in a later-dated, signed proxy card to your company's Secretary or vote again by telephone or the internet before your meeting. Or you can attend your meeting in person and vote. You may also revoke your proxy by sending a notice of revocation to your company's Secretary at the address under ""Who We Are'' on page 3.
A: If you do not provide your broker with instructions on how to vote your ""street name'' shares, your broker will not be permitted to vote them on the merger. Therefore, you should be sure to provide your broker with instructions on how to vote your shares. Please check the voting form used by your broker to see if it o ers telephone or internet ...
A: We cannot complete the merger without Texaco stockholders voting in favor of the merger and Chevron stockholders voting in favor of the common stock issuance.
A: If you are a Chevron stockholder and you do not give voting instructions to your broker or you do not vote, you will, in e ect, be voting against the name change and will not be voting on the issuance of common stock. If you are a Texaco stockholder and do not give voting instructions to your broker or you do not vote, you will, in e ect, be vot...
A: No. If the merger is completed, we will send Texaco stockholders written instructions for exchanging their share certi cates. Chevron stockholders will keep their existing certi cates.
A: Assuming we receive the required stockholder and regulatory approvals, we expect to complete the merger immediately after the stockholder meetings.
A: The Chevron name change will take e ect if and when the merger is completed and if the Chevron stockholders have also approved the name change.
A: The merger has been structured so that the companies and their stockholders will not recognize gain or loss as a result of the merger. Texaco stockholders will not recognize gain or loss on the exchange of their stock, other than on account of cash received for a fractional share.
This summary highlights material information described more fully elsewhere in this joint proxy statement/prospectus. This summary does not contain all of the information that you should consider. To understand the merger fully and for a more complete description of the legal terms of the merger, you should read this document and the documents we h...
Chevron manages its investments in, and provides administrative, nancial and management support to, U.S. and foreign subsidiaries and a liates that engage in fully integrated petroleum operations, chemicals operations and coal mining. Collec-tively, these companies, which we refer to as Chevron, operate in the United States and approx- imately 100 ...
We believe the combined ChevronTexaco will be positioned for stronger nancial returns than could be achieved by either company separately, partly through signi cant cost reductions, but also because the combined company will have a broader mix of quality assets, skills and tech-nology. Chevron and Texaco are natural partners, with many complementar...
The Chevron board believes that the merger, the issuance of common stock in the merger and the name change are fair to you and in your best interest and recommends that you vote for the issuance of common stock and for the name change.
The Texaco board believes that the merger is fair to you and in your best interest and recommends that you vote for the approval of the merger agreement and the merger. Opinions of Financial Advisors
It is a condition to the obligations of Texaco and Chevron to complete the merger that each receive a legal opinion from its outside counsel that the merger will be a tax-free reorganization for federal income tax purposes. Accordingly, the transaction has been structured so that the companies them-selves, as well as holders of Chevron stock, will ...
For Chevron stockholders: Approval of the common stock issuance in the merger requires the rmative vote of a majority of the votes cast for or against the common stock issuance, provided that the total number of votes cast for or against the common stock issuance represents at least a majority of Chevron's outstanding shares. Approval of the name c...
The holders of Chevron and Texaco common stock do not have any right to an appraisal of the value of their shares in connection with the merger.
We expect the merger to qualify as a ""pooling-of-interests.'' This means that we will treat our companies as if they had always been combined for accounting and nancial reporting purposes. Conditions to Completion of the Merger
Even though we have received regulatory approvals from governmental authorities such as the European Commission and we expect to receive approval from the FTC, at any time before or after consummation of the merger, the FTC or other governmental authorities or private persons could still take action against the merger under antitrust laws, includin...
The merger is conditioned upon the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act. The merger is still under review by the FTC and a number of state attorneys general. We cannot predict how long it will take for us to satisfy regulatory requirements. A long delay will have an adverse nancial impact on Che...
This joint proxy statement/prospectus contains or incorporates by reference forward-looking statements that have been made in reliance on the provisions of the Private Securities Litigation Reform Act of 1995 and speak only as of the date of this joint proxy statement/prospectus. Words such as ""anticipates,'' ""expects,'' ""intends,'' ""plans,'' "...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
Parent agrees to maintain, free from preemptive rights, su cient authorized but unissued or treasury shares of Common Stock so that the Stock Option may be fully exercised without additional authorization of Common Stock after giving e ect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of...
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Sep 7, 2001 · Oil giant Chevron Corp. received the go-ahead from federal regulators Friday to proceed with its $39 billion acquisition of fellow industry titan Texaco Inc. to create the nation's...
Based on a long affiliation with Texaco dating back to the 1936 formation of a joint-venture company, Caltex, Chevron rated Texaco high as a potential merger partner. In 1999, Chevron initiated a series of talks with Texaco, which proved unsuccessful. The following year, Chevron renewed talks with Texaco.
Sep 7, 2001 · # # # (LOS ANGELES) – Attorney General Bill Lockyer today announced that Chevron Corp. and Texaco Inc. have agreed as a condition of their $45 billion merger to divesting Texaco's domestic gasoline refining and retailing interests and guaranteeing long-term crude oil contracts to independent refiners in California's Central Valley.
Sep 7, 2001 · The US Federal Trade Commission (FTC) has finally approved a consent order, clearing the way for Chevron Corp. and Texaco Inc. to complete their merger into ChevronTexaco Corp. through a...
May 9, 2005 · Company Continues to Expand Texaco, Chevron and Caltex Retail Brands SAN RAMON, Calif., May 9 /PRNewswire-FirstCall/ -- In a move to present a clear, strong and unified presence in the global marketplace, ChevronTexaco Corporation is changing its name to Chevron Corporation (NYSE: CVX), effective immediately.
