As filed with the Securities and Exchange Commission on November 1, 2001.
Registration No. 333-____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHEVRONTEXACO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0890210
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
575 Market Street,
San Francisco, California 94105
(Address of Principal (Zip Code)
Executive Offices)
TEXACO INC. STOCK INCENTIVE PLAN
EMPLOYEES THRIFT PLAN OF TEXACO INC.
TEXACO INC. DIRECTOR AND EMPLOYEE DEFERRAL PLAN
TEXACO PUERTO RICO INC. RETIREMENT SAVINGS PLAN
CHEVRON CORPORATION PROFIT SHARING/SAVINGS PLAN
CHEVRON CORPORATION LONG-TERM INCENTIVE PLAN
CHEVRON CORPORATION RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
CHEVRON CORPORATION SALARY DEFERRAL PLAN FOR MANAGEMENT EMPLOYEES
CHEVRON CORPORATION MANAGEMENT INCENTIVE PLAN
EMPLOYEES SAVINGS PLAN OF CALTEX CORPORATION
EMPLOYEES THRIFT PLAN OF FUEL AND MARINE MARKETING LLC
(Full title of the plan)
Copy to:
Lydia I. Beebe Terry M. Kee
ChevronTexaco Corporation Pillsbury Winthrop LLP
575 Market Street 50 Fremont Street
San Francisco, CA 94105 San Francisco, CA 94105
(415) 894-7700 (415) 983-1000
(Name, address and telephone
number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Amount of
Securities To To Be Offering Price Maximum Aggregate Registration
Be Registered Registered per Share Offering Price Fee
---------------------------------------------------------------------------------------------------------------
Common Stock
par value $0.75 per share 77,961,963 (1) $88.5 (2) $6,899,633,725 (2) $1,724,908.43 (3)
---------------------------------------------------------------------------------------------------------------
Common Stock
par value $0.75 per share 2,542,373 (4) $88.5 (2) $ 225,000,010 (2) 0
---------------------------------------------------------------------------------------------------------------
Rights to purchase
preferred stock (5) N/A N/A N/A N/A
---------------------------------------------------------------------------------------------------------------
Deferred Compensation
Obligations (6) $545,477,354 100% $ 545,477,354 (7) $ 136,369.34
---------------------------------------------------------------------------------------------------------------
Total Registration Fee N/A N/A N/A $1,861,277.77
---------------------------------------------------------------------------------------------------------------
(1) The 77,961,963 shares of common stock, par value $0.75 per share of
ChevronTexaco Corporation (the "Common Stock"), stated above consists of
the aggregate number of shares which may be sold under the Texaco Inc.
Stock Incentive Plan, the Employees Thrift Plan of Texaco Inc., the
Texaco Puerto Rico Inc. Retirement Savings Plan, the Chevron Corporation
Profit Sharing/Savings Plan, the Chevron Corporation Restricted Stock
Plan for Non-Employee Directors, the Employees Savings Plan of Caltex
Corporation and the Employees Thrift Plan of Fuel and Marine Marketing
LLC.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and Rule 457(h) on the basis of the average of
the high and low prices as reported on the New York Stock Exchange on
October 30, 2001.
(3) In addition, pursuant to Rule 416(c), this Registration Statement
covers an indeterminate amount of interests to be offered or sold
pursuant to the Employees Thrift Plan of Texaco Inc., the Texaco Puerto
Rico Inc. Retirement Savings Plan, the Chevron Corporation Profit
Sharing/Savings Plan, the Employees Savings Plan of Caltex Corporation,
and the Employees Thrift Plan of Fuel and Marine Marketing LLC.
(4) Certain of the Deferred Compensation Obligations under the Chevron
Corporation Long-Term Incentive Plan, the Corporation Salary Deferral
Plan for Management Employees and the Chevron Corporation Management
Incentive Plan (the "Chevron Deferred Compensation Plans") may be
fulfilled at the option of the plan participant either in cash or in
shares of Common Stock. Accordingly 2,542,373 shares of Common Stock are
also being registered hereunder. Pursuant to Rule 457(i), the
registration fee does not include these 2,542,373 shares of Common Stock
that may be issued pursuant to the Chevron Deferred Compensation Plans.
(5) Associated with the Common Stock are Rights to purchase Preferred Stock
that will be attached to, and represented by the certificates issued for,
the Common Stock (which Preferred Stock Purchase Rights have no market
value independent of the Common Stock to which they are attached).
(6) The Deferred Compensation Obligations are unsecured obligations of
ChevronTexaco Corporation to pay deferred compensation in the future in
accordance with the terms of the Texaco Inc. Director and Employee
Deferral Plan, the Chevron Corporation Long-Term Incentive Plan, the
Chevron Corporation Salary Deferral Plan for Management Employees and the
Chevron Corporation Management Incentive Plan.
(7) Estimated pursuant to Rule 457(h) solely for the purpose of calculating
the registration fee.
-----------------
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The Registration Statement shall become effective upon filing in
accordance with Rule 462 under the Securities Act of 1933.
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Upon consummation of the transactions contemplated by the Agreement and Plan of
Merger, dated October 15, 2000, as amended, between Chevron Corporation
("Chevron"), Texaco Inc. and Keepep Inc., a wholly-owned subsidiary of Chevron,
Texaco Inc., Caltex Corporation and Fuel and Marine Marketing LLC became
wholly-owned subsidiaries of Chevron. Moreover, in connection with the merger
transactions, Chevron changed its name to ChevronTexaco Corporation (the
"Registrant") and assumed the existing employee benefits plans of Texaco Inc.,
Caltex Corporation and Fuel and Marine Marketing LLC. This Registration
Statement on Form S-8 is filed by the Registrant in connection with such
employee benefit plans, as well as additional issuances under existing Chevron
employee benefit plans, and relates to (i) 80,504,336 shares of its common
stock, par value $0.75 per share, issuable pursuant to the Texaco Inc. Stock
Incentive Plan, the Employees Thrift Plan of Texaco Inc., the Texaco Puerto Rico
Inc. Retirement Savings Plan, the Chevron Corporation Profit Sharing/Savings
Plan, the Chevron Corporation Long-Term Incentive Plan, the Chevron Corporation
Restricted Stock Plan for Non-Employee Directors, the Chevron Corporation Salary
Deferral Plan for Management Employees, the Chevron Corporation Management
Incentive Plan, the Employees Savings Plan of Caltex Corporation and the
Employees Thrift Plan of Fuel and Marine Marketing LLC and (ii) the Deferred
Compensation Obligations in the amount of $545,477,354 issuable pursuant to the
Texaco Inc. Director and Employee Deferral Plan, the Chevron Corporation
Long-Term Incentive Plan, the Chevron Corporation Salary Deferral Plan for
Management Employees and the Chevron Corporation Management Incentive Plan.
PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933 and the Note to Part I of Form
S-8.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Securities and Exchange
Commission are hereby incorporated by reference in this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000; the Employees Thrift Plan of Texaco Inc.'s Annual Report on
Form 11-K for the year ended November 30, 2000; the Texaco Puerto Rico Inc.
Retirement Savings Plan's Annual Report on Form 11-K for the year ended December
31, 2000; the Chevron Corporation Profit Sharing/Savings Plan's Annual Report on
Form 11-K for the year ended December 31, 2000; the Employees Savings Plan of
Caltex Corporation's Annual Report on Form 11-K for the year ended December 31,
2000; the Employees Thrift Plan of Fuel and Marine Marketing LLC's Annual Report
on Form 11-K for the year ended December 31, 2000.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarter ended
June 30, 2001 (amended on Form 10-Q/A filed on August 9, 2001), and for the
quarter ended March 31, 2000; the Registrant's Current Reports on Form 8-K dated
March 15, 2001, September 10, 2001, October 1, 2001 and October 9, 2001 (as
amended on Form 8-K/A filed on October 19, 2001) and November 1, 2001.
(c) The description of the Registrant's common stock and Series A
preferred stock purchase rights contained in the Registrant's Current Report on
Form 8-K dated November 1, 2001.
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All documents subsequently filed by the Registrant, the Employees Thrift Plan of
Texaco Inc., the Texaco Puerto Rico Inc. Retirement Savings Plan, the Chevron
Corporation Profit Sharing/Savings Plan, the Employees Savings Plan of Caltex
Corporation, and the Employees Thrift Plan of Fuel and Marine Marketing LLC
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents
until a post-effective amendment of this Registration Statement is filed which
indicates that all securities being offered hereby have been sold or which
deregisters all securities then remaining unsold.
Item 4. Description of Securities.
The Common Stock of ChevronTexaco Corporation is registered under Section 12 of
the Securities Exchange Act of 1934, and accordingly, no description is provided
hereunder.
Deferred Compensation Obligations
An aggregate principal amount of $545,477,354 of deferred compensation
obligations is being registered under the plans. Further amounts may be
registered and issued as new or existing plan participants elect to defer
portions of their compensation in subsequent years.
Texaco Inc. Director and Employee Deferral Plan
ChevronTexaco Corporation (the "Registrant") will assume Texaco Inc.'s
obligations under the Texaco Inc. Director and Employee Deferral Plan (the
"Texaco Deferral Plan") to provide directors and eligible current and retired
key employees ("Eligible Employees") the opportunity to request that the
Registrant defer payment of cash amounts which may otherwise have been or become
payable to such director or employee as salary, fees, or amounts payable under
certain former Texaco Inc. employee benefits plans. The obligations of the
Registrant to pay such deferred amounts to the participants in the Texaco
Deferral Plan in the future in accordance with the terms of the Texaco Deferral
Plan (the "Obligations") will be unsecured general obligations of the Registrant
and will rank pari passu with other unsecured and unsubordinated indebtedness of
the Registrant from time to time outstanding. Under the Texaco Deferral Plan,
there is no limitation on the Registrant's right to issue senior debt or other
securities.
The amount to be deferred by each Eligible Employee will be determined in
accordance with the Texaco Deferral Plan based on elections by the participant.
Each Obligation will be payable on a date selected by the participant in
accordance with the terms of the Texaco Deferral Plan. The Obligations will
either accrue interest at a formula rate or will be indexed to one or more
mutual funds as chosen by each Eligible Employee. The Obligations will be
denominated and payable in United States dollars.
An Eligible Employee's right or the right of any other person to the Obligations
cannot be assigned, transferred, pledged, or encumbered except by a written
designation of a beneficiary under the Texaco Deferral Plan, by written will, or
by the laws of descent and distribution.
The Obligations are not subject to redemption, in whole or in part, prior to the
individual payment dates specified by the participant, at the option of the
Registrant or through operation of a mandatory or optional sinking fund or
analogous provision.
The Obligations are not convertible into another security of the Registrant. The
Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Registrant. No trustee has
been appointed having the authority to take action with respect to the
Obligations and each participant will be responsible for acting independently
with respect to, among other things, the giving of notices, responding to any
requests for consents, waivers or amendments pertaining to the Obligations,
enforcing covenants and taking action upon a default.
The Registrant reserves the right to amend or terminate the Texaco Deferral Plan
at any time, except that no such amendment or termination shall adversely affect
the right of a participant to the balance of his or her deferred
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account as of the date of such amendment or termination. The Texaco Deferral
Plan will remain in effect until it is terminated.
Chevron Corporation Long-Term Incentive Plan
The Chevron Corporation Long-Term Incentive Plan (the "Long-Term Incentive
Plan") is an unfunded deferred compensation plan. The securities to be issued
under the Long-Term Incentive Plan constitute general obligations of the
Registrant and will be offered to eligible Long-Term Incentive Plan participants
("Eligible Employees") as described below.
Eligible Employees are eligible for designation as participants by the
Management Compensation Committee of the Board of Directors of the Registrant
(the "Committee") or any successor thereto. Eligible Employees include
managerial and other key employees, including officers (whether or not
directors) of the Registrant or a subsidiary who hold positions of significant
responsibility or whose performance or potential contribution, in the judgment
of the Committee, would benefit the future success of the Registrant and whom
the Registrant designates to participate in the Long-Term Incentive Plan.
Grants under the Long-Term Incentive Plan may take the form of stock options,
restricted stock, other share-based grants and nonstock grants. The Committee,
in its sole discretion, determines the amount and type of grants and the terms
and conditions of grants. Each Eligible Employee may elect to defer all or any
portion of any performance unit grant or restricted stock unit grant payment he
may be entitled to receive, in 25% increments.
The Registrant will maintain a deferral account (the "Deferral Account") for
each Eligible Employee. All of the Eligible Employee's deferrals will be
credited to this Account. The Deferral Accounts are bookkeeping entries only; no
assets of the Registrant have been set aside to fund the Registrant's
obligations under the Long-Term Incentive Plan. The Deferral Accounts do not
give a participant any interest in or claim to any specific asset of the
Registrant, nor shall they be deemed to create a trust for the benefit of the
participant.
In the case of a deferral election (the "Deferral Election"), the value of the
deferred portion will be determined by crediting the Deferral Account with such
earnings, gains and losses as would have accrued to the Eligible Employee's
Deferral Account had such funds actually been invested in one or more of the
investment funds maintained in the Chevron Corporation Profit Sharing/Savings
Plan. Such investment election may be made in whole percentages totaling 100%.
At any time prior to termination of employment, a participant may make a request
for an alternative distribution in a lump sum or in annual installments. In the
event of a participant's death, Long-Term Incentive Plan benefits will be
distributed in the form and at the time designated by the participant's prior
valid Deferral Election selected from the payment options offered by the plan.
In the case of undue hardship for a participant, the Committee, in its sole
discretion, may direct payment to a participant of all or any portion of any
amounts deferred.
Amounts paid under the Long-Term Incentive Plan will be paid, subject to the
Eligible Employee's Deferral Election, either from the general funds of the
Registrant or in shares of Common Stock of the Registrant, and each participant
and his beneficiaries have the status of unsecured general creditors of the
Registrant with no special or prior right to any assets of the Registrant for
payment of any obligations under the Long-Term Incentive Plan. Except as
otherwise provided by law, Long-Term Incentive Plan benefits are not assignable,
may not be used as security for loans or otherwise alienated and are exempt from
the claims of participants' creditors and other claimants. Under the Long-Term
Incentive Plan, there is no limitation on the Registrant's right to issue senior
debt or other securities. No events of default exist under the Long-Term
Incentive Plan nor is any absence of default evidence required.
The Board may, at any time and for any reason, amend or terminate the Long-Term
Incentive Plan. However, any amendment of the Long-Term Incentive Plan will be
subject to the approval of the Registrant's stockholders to the extent required
by applicable law, regulations or rules. No amounts will be deferred under the
Long-Term Incentive Plan after its termination, but the termination of the Plan
will not affect any previously deferred amounts. The Long-Term Incentive Plan
will remain in effect until it is terminated.
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Chevron Corporation Salary Deferral Plan for Management Employees
The Chevron Corporation Salary Deferral Plan for Management Employees (the
"Chevron Deferral Plan") is an unfunded deferred compensation plan. The
securities to be issued under the Chevron Deferral Plan constitute general
obligations of the Registrant and will be offered to eligible Chevron Deferral
Plan participants ("Eligible Employees") as described below.
Eligible Employees are eligible for designation as participants by the
Management Compensation Committee of the Board of Directors of the Registrant
(the "Committee") or any successor thereto. Eligible Employees include executive
and other key employees, including officers (whether or not directors) of the
Registrant or a subsidiary who hold positions of significant responsibility or
whose performance or potential contribution, in the judgment of the Committee,
would benefit the future success of the Registrant and whom the Registrant
designates to participate in the Chevron Deferral Plan.
An Eligible Employee may elect to defer either (i) a percentage of his or her
base salary for each plan year, in 5% increments (subject to a maximum amount
equal to the lesser of 50% of base salary or the amount of base salary in excess
of the limitations under section 401(a)(17) of the Internal Revenue Code of
1986, as amended), or (ii) all of his or her base salary in excess of $1 million
annually (a "Deferral Election").
The Registrant will maintain a deferral account (the "Deferral Account") for
each Eligible Employee. All of the Eligible Employee's deferrals will be
credited to this Deferral Account. The Deferral Accounts are bookkeeping entries
only; no assets of the Registrant have been set aside to fund the Registrant's
obligations under the Chevron Deferral Plan. The Deferral Accounts do not give a
participant any interest in or claim to any specific asset of the Registrant,
nor shall they be deemed to create a trust for the benefit of the participant.
In the case of a deferral election, the value of the deferred portion will be
determined by crediting the Deferral Account with such earnings, gains and
losses as would have accrued to the Eligible Employee's Deferral Account had
such funds actually been invested in one or more of the Investment Funds
maintained in the Chevron Corporation Profit Sharing/Savings Plan. Such
investment election may be made in whole percentages totaling 100%. At any time
prior to termination of employment, a participant may make a request for an
alternative distribution in a lump sum or in annual installments. In the event
of a participant's death, Chevron Deferral Plan benefits will be distributed in
the form and at the time designated by the participant's prior valid Deferral
Election selected from the payment options offered by the Chevron Deferral Plan.
In the case of undue hardship for a participant, the Committee, in its sole
discretion, may direct payment to a participant of all or any portion of any
amounts deferred.
Amounts paid under the Chevron Deferral Plan will be paid, subject to the
Eligible Employee's Deferral Election, either from the general funds of the
Registrant or in shares of Common Stock of the Registrant, and each participant
and his beneficiaries have the status of unsecured general creditors of the
Registrant with no special or prior right to any assets of the Registrant for
payment of any obligations under the Chevron Deferral Plan. Except as otherwise
provided by law, Chevron Deferral Plan benefits are not assignable, may not be
used as security for loans or otherwise alienated and are exempt from the claims
of participants' creditors and other claimants. Under the Chevron Deferral Plan,
there is no limitation on the Registrant's right to issue senior debt or other
securities. No events of default exist under the Chevron Deferral Plan nor is
any absence of default evidence required.
The Board may, at any time and for any reason, amend or terminate the Chevron
Deferral Plan. However, any amendment of the Chevron Deferral Plan will be
subject to the approval of the Registrant's stockholders to the extent required
by applicable law, regulations or rules. No amounts will be deferred under the
Chevron Deferral Plan after its termination, but the termination of the plan
will not affect any previously deferred amounts. The Chevron Deferral Plan will
remain in effect until it is terminated.
Chevron Corporation Management Incentive Plan
The Chevron Corporation Management Incentive Plan (the "Management Incentive
Plan") is an unfunded deferred compensation plan. The securities to be issued
under the Management Incentive Plan constitute general obligations of the
Registrant and will be offered to eligible plan participants ("Eligible
Employees") as described below.
Eligible Employees are eligible for designation as participants by the
Management Compensation Committee of the Board of Directors of the Registrant
(the "Committee") or any successor thereto. Eligible Employees include regular
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salaried employees, including directors, officers and other individuals serving
in important executive, administrative, professional or technical capacities, as
determined by the Committee, who have been on the payroll of the Registrant or
the payroll of a Participating Affiliate at any time during the year. For this
purpose, the term "Participating Affiliate" means any corporation in which the
Registrant holds directly or indirectly more than 50% of the voting securities
and whose financial accounts are consolidated with those of the Registrant in
the financial statement included in the Annual Report to Stockholders.
Awards under the Management Incentive Plan are determined by the Committee in
its sole discretion. After the close of each calendar year (an "Award Year"),
the Committee determines the dollar amount of the Award to be made to each
Eligible Employee whom the Committee selects to be an Award recipient for that
Award Year.
Awards to Named Executive Officers are subject to certain limitations. A certain
percentage of the Registrant's annual income will be set aside for Awards to
Named Executive Officers. "Named Executive Officers" are those Eligible
Employees who, as of the date of the close of the Award Year, are one of a group
of "covered employees," as defined in the regulations under section 162(m) of
the Internal Revenue Code of 1986, as amended. The Committee in its sole
discretion may reduce the Award otherwise payable to any Named Executive
Officer, but in no event may any such reduction result in an increase of the
Award payable to any other participant, including, but not limited to, any other
Named Executive Officer.
Awards will be made in any of the following forms or in any combination of forms
as determined by the Committee: (i) units representing shares of Common Stock of
the Registrant, together with dividend equivalents; (ii) cash; or (iii) shares
of Common Stock of the Registrant. After the close of each Award Year, the
Committee shall determine the dollar amount of the Award to be made to each
Eligible Employee whom the Committee selects to be an Award recipient for the
Award Year. An Eligible Employee may elect to defer all or a portion of his
Award that may be granted for an Award Year, in 25% increments (a "Deferral
Election").
The Registrant will maintain a deferral account (the "Deferral Account") for
each Eligible Employee. All of the Eligible Employee's Award deferrals will be
credited to this Account. The Deferral Accounts are bookkeeping entries only; no
assets of the Registrant have been set aside to fund the Registrant's
obligations under the Management Incentive Plan. The Deferral Accounts do not
give a participant any interest in or claim to any specific asset of the
Registrant, nor shall they be deemed to create a trust for the benefit of the
participant.
In the case of a Deferral Election, the value of the deferred portion of this
Award will be determined by crediting the Deferral Account with such earnings,
gains and losses as would have accrued to the Eligible Employee's Deferral
Account had such funds actually been invested in one or more of the investment
funds maintained in the Chevron Corporation Profit Sharing/Savings Plan. Such
investment election may be made in whole percentages totaling 100%. Awards that
are not subject to a Deferral Election are distributed in cash. At any time
prior to termination of employment, a participant may make a request for an
alternative distribution in a lump sum or in annual installments. In the event
of a participant's death, Management Incentive Plan benefits will be distributed
in the form and at the time designated by the participant's prior valid Deferral
Election selected from the payment options offered by the Management Incentive
Plan. In the case of undue hardship for a participant, the Committee, in its
sole discretion, may direct payment to a participant of all or any portion of
any amounts deferred.
Amounts paid under the Management Incentive Plan will be paid, subject to the
determination of the Committee and to the Eligible Employee's Deferral Election,
either from the general funds of the Registrant or in shares of Common Stock of
the Registrant, and each participant and his beneficiaries have the status of
unsecured general creditors of the Registrant with no special or prior right to
any assets of the Registrant for payment of any obligations under the Management
Incentive Plan. Except as otherwise provided by law, Management Incentive Plan
benefits are not assignable, may not be used as security for loans or otherwise
alienated and are exempt from the claims of participants' creditors and other
claimants. Under the Management Incentive Plan, there is no limitation on the
Registrant's right to issue senior debt or other securities. No events of
default exist under the Management Incentive Plan nor is any absence of default
evidence required.
The Board may, at any time and for any reason, amend or terminate the Management
Incentive Plan. However, any amendment of the Management Incentive Plan will be
subject to the approval of the Registrant's stockholders to the extent required
by applicable law, regulations or rules. No Awards will be made under the
Management Incentive Plan after its termination, but the termination of the plan
will not affect any previously granted Award. The Management Incentive Plan will
remain in effect until it is terminated.
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Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article IX of ChevronTexaco's restated Certificate of Incorporation
provides as follows:
"1. A director of the Corporation shall not be liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (a) for any breach of the director's duty of loyalty to the
Corporation or its stockholders; (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law; (c) pursuant
to section 174 of the Corporation Law; or (d) for any transaction from which the
director derived an improper personal benefit.
2. To the fullest extent authorized by the Corporation Law, the Corporation
shall indemnify any Corporate Servant who was or is a party or is threatened to
be made a party to any Proceeding by reason of the fact that such person was or
is a Corporate Servant.
3. In serving or continuing to serve the Corporation, a Corporate Servant is
entitled to rely and shall be presumed to have relied on the rights granted
pursuant to the foregoing provisions of this Article IX, which shall be
enforceable as contract rights and inure to the benefit of the heirs, executors
and administrators of the Corporate Servant; and no repeal or modification of
the foregoing provisions of this Article IX shall adversely affect any right
existing at the time of such repeal or modification.
4. The Board of Directors is authorized, to the extent permitted by the
Corporation Law, to cause the Corporation to pay expenses incurred by Corporate
Servants in defendant Proceedings and to purchase and maintain insurance on
their behalf whether or not the Corporation would have the power to indemnify
them under the provisions of this Article IX or otherwise.
5. Any right or privilege conferred by or pursuant to the provisions of this
Article IX shall not be exclusive of any other rights to which any Corporate
Servant may otherwise be entitled.
6. As used in this Article IX:
(a) `Corporate Servant' means any natural person who is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, manager, partner,
trustee, employee or agent of another corporation, partnership, joint venture,
trust or other organization or enterprise, nonprofit or otherwise, including an
employee benefit plan;
(b) `Corporation Law' means the General Corporation Law of the
State of Delaware, as from time to time amended;
(c) `indemnify' means to hold harmless against expenses (including
attorneys' fees), judgments, fines (including excise taxes assessed with respect
to an employee benefit plan) and amounts paid in settlement actually and
reasonably incurred by the Corporate Servant in connection with a Proceeding;
(d) `Proceeding' means any threatened, pending or completed
action, suit or proceeding, whether civil, criminal or administrative; and
(e) `request of the Corporation' includes any written
authorization by an officer of the Corporation."
Section 145 of the General Corporation Law of the State of Delaware,
in which ChevronTexaco is incorporated, permits, subject to certain conditions,
the indemnification of directors or officers of a Delaware corporation for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in
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connection with the defense of any action, suit or proceeding in relation to
certain matters against them as such directors or officers.
The directors and officers of ChevronTexaco are covered by policies
of insurance under which they are insured, within limits and subject to
limitations, against certain expenses in connection with the defense of actions,
suits or proceedings, and certain liabilities which might be imposed as a result
of such actions, suits or proceedings, in which they are parties by reason of
being or having been directors or officers; ChevronTexaco is similarly insured
with respect to certain payments it might be required to make to its directors
or officers under the applicable statutes and ChevronTexaco's by-law provisions.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits
Exhibit
Number Exhibit
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4.1 Rights Agreement dated as of November 23, 1998, between
Chevron Corporation and ChaseMellon Shareholders Services
L.L.C., as Rights Agent, filed as Exhibit 4.1 to Registrant's
Registration Statement on Form 8-A dated November 23, 1998,
and incorporated herein by reference.
4.2 Amendment No. 1 to Rights Agreement dated as of October 15,
2000, between Chevron Corporation and ChaseMellon
Shareholder Services L.L.C., as Rights Agent, filed as
Exhibit 4.2 to Registrant's Registration Statement on Form
8-A/A dated December 7, 2000, and incorporated herein by
reference.
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of KPMG LLP, Independent Auditors.
23.3 Consent of Mitchell & Titus LLP, Independent Auditors.
23.4 Consent of Morris, Davis & Chan LLP, Independent Auditors.
23.5 Consent of KPMG, Independent Auditors.
23.6 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 to 24.17 Powers of Attorney for directors and certain officers of
Registrant, authorizing the signing of the Registration
Statement on Form S-8 on their behalf.
The Registrant hereby undertakes that it will submit the Employees Thrift Plan
of Texaco Inc., the Chevron Corporation Profit Sharing/Savings Plan, the
Employees Savings Plan of Caltex Corporation, and the Employees Thrift Plan of
Fuel and Marine Marketing LLC and any amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify such plans. In addition, the Registrant
hereby undertakes that it will submit the Texaco Puerto Rico Inc. Retirement
Savings Plan and any amendments thereto to the Commonwealth of Puerto Rico
Department of the Treasury (the "Department") in a timely manner and has made or
will make all changes required by the Department in order to qualify such plan.
-10-
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(A) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(B) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(C) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d)
of the Securities Exchange Act of 1934 and each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of
the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
-11-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City and County of San Francisco, State of California, on
November 1, 2001.
CHEVRONTEXACO CORPORATION
By DAVID J. O'REILLY*
-----------------------------------------
David J. O'Reilly
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 1st day of November, 2001.
PRINCIPAL EXECUTIVE OFFICERS (AND DIRECTORS
DIRECTORS)
DAVID J. O'REILLY* SAMUEL H. ARMACOST*
---------------------------------------- ---------------------------------
David J. O'Reilly, Chairman of the Samuel H. Armacost
Board
RICHARD H. MATZKE* ROBERT J. EATON*
---------------------------------------- ---------------------------------
Richard H. Matzke, Robert J. Eaton
Vice-Chairman of the Board,
Upstream
GLENN F. TILTON* SAM GINN*
---------------------------------------- ---------------------------------
Glenn F. Tilton, Vice-Chairman of Sam Ginn
the Board
CARLA A. HILLS*
---------------------------------
PRINCIPAL FINANCIAL OFFICER Carla A. Hills
JOHN S. WATSON* FRANKLYN G. JENIFER*
---------------------------------------- ---------------------------------
John S. Watson, Corporate Franklyn G. Jenifer
Vice-President
and Chief Financial Officer
J. BENNET JOHNSTON*
---------------------------------
PRINCIPAL ACCOUNTING OFFICER J. Bennett Johnston
STEPHEN J. CROWE* SAM NUNN*
---------------------------------------- ---------------------------------
Stephen J. Crowe, Sam Nunn
Vice-President
and Comptroller
CHARLES R. SHOEMATE*
---------------------------------
Charles R. Shoemate
FRANK A. SHRONTZ*
---------------------------------
Frank A. Shrontz
*By
/s/ LYDIA I. BEEBE THOMAS A. VANDERSLICE*
---------------------------------------- ---------------------------------
Lydia I. Beebe, Thomas A. Vanderslice
Attorney-in-Fact
CARL WARE*
---------------------------------
Carl Ware
JOHN A. YOUNG*
---------------------------------
John A. Young
-12-
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Employees Thrift Plan of Texaco Inc. has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of White Plains, County of Westchester, State of New
York, on the 31st day of October 2001.
EMPLOYEES THRIFT PLAN OF TEXACO INC.
By /s/ JANET L. STONER
----------------------------------------
Janet L. Stoner
Administrator of the
Employees Thrift Plan of Texaco Inc.
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Texaco Puerto Rico, Inc. Retirement Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Guaynabo, Commonwealth of
Puerto Rico, on the 31st day of October 2001.
TEXACO PUERTO RICO INC.
RETIREMENT SAVINGS PLAN
By /s/ ERIC N. NELSON
----------------------------------------
Eric N. Nelson
Administrator of the
Texaco Puerto Rico Inc.
Retirement Savings Plan
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Chevron Corporation Profit Sharing/Savings Plan has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City and County of San Francisco,
State of California, on the 1st day of November 2001.
CHEVRON CORPORATION
PROFIT SHARING/SAVINGS PLAN
By /s/ LYDIA I. BEEBE
----------------------------------------
Lydia I. Beebe
Administrator of the
Chevron Corporation
Profit Sharing Savings Plan
-13-
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Employees Savings Plan of Caltex Corporation has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Houston, County of Harris,
State of Texas, on the 31st day of October 2001.
EMPLOYEES SAVINGS PLAN OF
CALTEX CORPORATION
By /s/ ROBERT MYERS
----------------------------------------
Robert Myers
Administrator of the
Employee Savings Plan of
Caltex Corporation
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Employees Thrift Plan of Fuel and Marine Marketing LLC has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of White Plains, County of
Westchester, State of New York, on the 31st day of October 2001.
EMPLOYEES THRIFT PLAN OF
FUEL AND MARINE MARKETING LLC
By /s/ JANET L. STONER
----------------------------------------
Janet L. Stoner
Administrator of the
Employees Thrift Plan of
Fuel and Marine Marketing LLC
-14-
INDEX TO EXHIBITS
Exhibit
Number Exhibit
------ -------
4.1 Rights Agreement dated as of November 23, 1998, between
Chevron Corporation and ChaseMellon Shareholders Services
L.L.C., as Rights Agent, filed as Exhibit 4.1 to Registrant's
Registration Statement on Form 8-A dated November 23, 1998,
and incorporated herein by reference.
4.2 Amendment No. 1 to Rights Agreement dated as of October 15,
2000, between Chevron Corporation and ChaseMellon
Shareholder Services L.L.C., as Rights Agent, filed as
Exhibit 4.2 to Registrant's Registration Statement on Form
8-A/A dated December 7, 2000, and incorporated herein by
reference.
5.1 Opinion regarding legality of securities to be offered.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Auditors.
23.2 Consent of KPMG LLP, Independent Auditors.
23.3 Consent of Mitchell & Titus LLP, Independent Auditors.
23.4 Consent of Morris, Davis & Chan LLP, Independent Auditors.
23.5 Consent of KPMG, Independent Auditors.
23.6 Consent of Pillsbury Winthrop LLP (included in Exhibit 5.1).
24.1 to 24.17 Powers of Attorney for directors and certain officers of
Registrant, authorizing the signing of the Registration
Statement on Form S-8 on their behalf.
-15-