As filed with the Securities and Exchange Commission on November 9, 1994
Registration No. 33-
=============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CHEVRON 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 Number)
225 Bush Street M.J. McAuley
San Francisco, California 94104 225 Bush Street
(415) 894-7700 San Francisco, California 94104
(Address, including zip code, and (415) 894-7700
telephone number, including area (Name, address, including zip code,
code, of Registrant's principal and telephone number, including
executive offices) area code, of agent for service)
CHEVRON TRANSPORT CORPORATION
(Exact name of Registrant as specified in its charter)
(Translation of Registrant's name into English)
__________
Republic of Liberia 94-2280244
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Chevron House M.J. McAuley
11 Church Street 225 Bush Street
Hamilton, Bermuda HM11 San Francisco, California 94104
(809) 295-1774 (415) 894-7700
(Address, including zip code, and (Name, address, including zip code,
telephone number, including area and telephone number, including
code, of Registrant's principal area code, of agent for service)
executive offices)
__________
Copies to:
BLAIR W. WHITE, ESQ. JAMES D. PHYFE, ESQ.
Pillsbury Madison & Sutro Davis Polk & Wardwell
P.O. Box 7880 450 Lexington Avenue
San Francisco, California 94120 New York, NY 10017
(415) 983-1000 (212) 450-4598
__________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box:
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box:
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
Proposed Maximum Amount of
Principal Amount Proposed Maximum Aggregate Offering Registration
Title of Each Class of Securities Being Registered Being Registered Offering Price Price Fee
Obligations of Chevron Transport Corporation under
Initial Charters (as defined herein) which are
intended to fund certain payments of interest and
principal on the Notes (as defined herein) (1) (1) (1) $100.00
Guarantee by Chevron Corporation of the above
obligations (1) (1) (1) --(2)
</TABLE>
(1) The securities being registered hereby are being registered solely in
connection with the public offering of ___% First Preferred Mortgage Notes due
2014 by California Petroleum Transport Corp., the offer and sale of which is
being registered under a separate registration statement (File No. 33-79220).
No proceeds will be received in connection with the issuance of the Chevron
Obligations (as defined herein). Accordingly, the minimum statutory
registration fee is being paid.
(2)Pursuant to Rule 457(n), no separate registration fee is required for the
Guarantee.
__________
The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
=============================================================================
SUBJECT TO COMPLETION, DATED NOVEMBER 9, 1994
PROSPECTUS
____________, 1994*
Chevron Transport Corporation
Whose Charter Obligations are Guaranteed by
Chevron Corporation
Chevron Obligations (as defined herein)
Chevron Transport Corporation ("Chevron Transport") will enter into a
bareboat charter (each, an "Initial Charter") with CalPetro Tankers
(Bahamas I) Limited, CalPetro Tankers (Bahamas II) Limited, CalPetro
Tankers (Bahamas III) Limited and CalPetro Tankers (IOM) Limited (each,
an "Owner") for the charter of four recently constructed oil tankers (each,
a "Vessel"). The Vessels consist of one double-hulled, 130,000 deadweight
tonne oil tanker, two double-hulled, 150,000 deadweight tonne oil tankers
and one single-hulled, 150,000 deadweight tonne oil tanker. Each Initial
Charter will have a term expiring on ________, 2014, subject to the earlier
termination thereof at the option of Chevron Transport. If Chevron
Transport elects to terminate the Initial Charter for a Vessel on any of
the specified termination dates, Chevron Transport will be required to make
a termination payment. The obligations of Chevron Transport under each
Initial Charter will be guaranteed by Chevron Corporation ("Chevron") (the
"Chevron Guarantee"). The obligations of Chevron Transport under the
Initial Charters and the obligations of Chevron under the Chevron Guarantee
are referred to herein collectively as the "Chevron Obligations." Chevron
Transport is an indirect, wholly-owned subsidiary of Chevron.
At the same time as the issuance of the Chevron Obligations described
herein, ___% First Preferred Mortgage Notes Due 2014 in an aggregate
principal amount of $117,900,000 (the "Term Mortgage Notes"), are being
offered pursuant to a separate prospectus (the "Term Mortgage Notes
Prospectus") by California Petroleum Transport Corporation, a Delaware
corporation which is not affiliated with Chevron or Chevron Transport
("California Petroleum"). The Chevron Obligations are intended to fund
certain payments of interest and principal on the Notes (as defined below)
and will be assigned to the Collateral Trustee (as defined) for the
benefit of holders of the Notes. This Prospectus may be used only as an
appendix to the Term Mortgage Notes Prospectus. Prospective investors in
the Term Mortgage Notes should read and carefully consider the Term
Mortgage Notes Prospectus. All statements in the Term Mortgage Notes
Prospectus are made by California Petroleum and the Owners. Chevron and
Chevron Transport assume no responsibility and shall have no liability for
any such statements. Concurrent with the offering of Term Mortgage Notes,
Serial First Preferred Mortgage Notes in an aggregate principal amount of
$168,500,000 (the "Serial Mortgage Notes" and, together with the Term
Mortgage Notes, the "Notes"), which will mature serially from ________,
1995 to ________ 2005, are being offered pursuant to a separate prospectus
by California Petroleum. The issuance of the Chevron Obligations described
herein is dependent on the consummation of the sale of the Notes. However,
the Notes are not obligations of, and are not guaranteed by, Chevron or
Chevron Transport. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any security other than the Chevron
Obligations.
The Notes are being issued as full recourse obligations of California
Petroleum. Chevron and Chevron Transport have been advised by California
Petroleum that the proceeds from the sale of the Notes will be loaned by
California Petroleum to the Owners on a non-recourse basis, secured jointly
and severally by certain collateral, to fund, after paying certain fees and
expenses, the acquisition by each Owner of its respective Vessel from Chevron
Transport.
The Vessels are currently operated by Chevron Transport. The sale of the
Vessels to the respective Owners and the commencement of the Initial Charters
with respect to the Vessels will occur on the closing date (the "Closing
Date") for the offering of the Notes.
See "Certain Considerations" for a discussion of certain factors which
should be considered by persons to whom this Prospectus is delivered.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
All references in this Prospectus to "$" or "Dollars" shall be to the
currency of the United States of America.
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and if given
or made, such information or representations must not be relied upon as
having been authorized by Chevron Transport or Chevron. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy
the Chevron Obligations or an offer to any person in any jurisdiction where
such offers would be unlawful. Neither the delivery of this Prospectus nor
any sale hereunder shall under any circumstances create any
implication that the information contained herein is correct as of any time
subsequent to the date hereof.
AVAILABLE INFORMATION
Chevron Transport and Chevron have filed with the Securities and Exchange
Commission (the "Commission") a combined registration statement under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
Chevron Obligations (the "Registration Statement"). This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
For further information with respect to Chevron Transport and Chevron and the
Chevron Obligations, reference is made to the Registration Statement,
including the exhibits thereto and the financial statements and notes filed as
a part thereof. All of these documents may be inspected and copied at
prescribed rates at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the Commission located at 7 World Trade Center, New York,
New York 10048, and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661.
Chevron is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Commission. All of the reports, proxy statements and other documents filed by
Chevron with the Commission, including the documents incorporated by reference
herein, may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the following Regional Offices of the Commission: 7 World Trade
Center, New York, New York 10048; and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of all such
reports, proxy statements and other documents can also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, certain reports,
proxy statements and other information concerning Chevron may be inspected and
copied at the offices of the New York Stock Exchange, Inc., 20 Broad Street,
New York, New York 10015; the Chicago Stock Exchange, 440 South LaSalle
Street, Chicago, Illinois 60605; and The Pacific Stock Exchange, Inc., 301
Pine Street, San Francisco, California 94104 and 618 South Spring Street, Los
Angeles, California 90014. Chevron is not required to, and will not, provide
annual reports to holders of the Chevron Obligations unless specifically
requested to do so by such a holder.
Chevron Transport is currently not subject to the informational
requirements of the Exchange Act. Chevron Transport will become subject to
such requirements upon effectiveness of the Registration Statement,
although it intends to seek and expects to receive an exemption therefrom.
Upon written or oral request, Chevron will provide, without charge, to each
person to whom a copy of this Prospectus has been delivered a copy of any or
all of the documents (without exhibits other than exhibits specifically
incorporated by reference into such documents) incorporated by reference into
this Prospectus. Requests for such copies should be directed to: Chevron
Corporation, 225 Bush Street, San Francisco, California 94104, Attention:
Office of the Comptroller (telephone: (415) 894-7700).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Chevron with the Commission are
incorporated by reference in this Prospectus:
(1) Chevron's Annual Report on Form 10-K for the year ended December 31,
1993.
(2) Chevron's Quarterly Report on Form 10-Q for the quarter ended March
31, 1994.
(3) Chevron's Quarterly Report on Form 10-Q for the quarter ended June
30, 1994.
(4) Chevron's Current Report on Form 8-K, dated July 26, 1994.
(5) Chevron's Current Report on Form 8-K, dated August 1, 1994.
(6) Chevron's Current Report on Form 8-K/A, dated August 1, 1994.
(7) Chevron's Current Report on Form 8-K, dated August 3, 1994.
(8) Chevron's Current Report on Form 8-K, dated October 25, 1994.
(9) Chevron's Current Report on Form 8-K, dated October 28, 1994.
All documents filed by Chevron pursuant to Sections 13, 14 or 15(d) of the
Exchange Act after the date hereof and prior to the issuance of the Chevron
Obligations shall also be deemed to be incorporated by reference herein and be
a part hereof from the date of filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
Chevron Transport is organized under the laws of the Republic of Liberia
("Liberia") and a substantial portion of its assets are or may be located
outside the United States. Certain directors of Chevron Transport are
residents of jurisdictions other than the United States, and all or a
significant portion of the assets of these directors of Chevron Transport may
be located outside the United States. As a result, it may not be possible for
investors to effect service of process within the United States upon such
persons or to enforce against them or against Chevron Transport in the United
States judgments predicated upon the civil liability provisions of the federal
securities laws of the United States. Chevron Transport has irrevocably
submitted to the jurisdiction of the federal and state courts in New York City
for the purpose of any legal suit, action or proceeding against Chevron
Transport in connection with the issuance of the Chevron Obligations.
CHEVRON TRANSPORT AND CHEVRON
Chevron Transport Corporation, a Liberian corporation ("Chevron Transport"),
is principally engaged in the marine transportation of oil and refined
petroleum products. As of September 30, 1994, Chevron Transport operated
29 internationally flagged vessels which it owned or bareboat chartered.
In addition, at any given time, Chevron Transport typically has an
additional 35 to 45 ships on time or single-voyage charters. Chevron
Transport's primary transportation routes are from the Middle East,
Indonesia, Mexico, West Africa and the North Sea to ports in the United
States, Europe, the United Kingdom and Asia. Refined petroleum products
are transported worldwide. Chevron Transport expects to use each Vessel
worldwide as permitted under the Initial Charters.
Chevron Corporation, a Delaware corporation ("Chevron"), a major
international oil company, will guarantee the payment and performance
obligations of Chevron Transport under each Initial Charter. Chevron
provides administrative, financial and management support for, and manages
its investment in, domestic and foreign subsidiaries and affiliates, which
engage in fully integrated petroleum operations, chemical operations, real
estate development and other mineral and energy related activities in the
United States and approximately 100 other countries. Petroleum operations
consist of exploring for, developing and producing crude oil and natural
gas; transporting crude oil, natural gas and petroleum products by
pipelines, marine vessels and motor equipment; refining crude oil into
finished petroleum products; and marketing crude oil, natural gas and the
many products derived from petroleum. Chemical operations include the
manufacture and marketing of a wide range of chemicals primarily for
industrial uses. Chevron Transport is an indirect, wholly-owned subsidiary
of Chevron.
Chevron's executive offices are located at 225 Bush Street, San Francisco,
California 94104. Chevron's telephone number is (415) 894-7700. Chevron
Transport's executive offices are located at Chevron House, 11 Church Street,
Hamilton, Bermuda HM11, and its telephone number is (809) 295-1774.
CERTAIN CONSIDERATIONS
Chevron Transport is entering into the sale and charterback of the Vessels
because of the termination options in the Initial Charters. Under each
Initial Charter, Chevron Transport has the right to terminate such Initial
Charter (and the related Chevron Guarantee) on any of four, in the case of the
double-hulled Vessels, or three, in the case of the single-hulled Vessel,
termination dates which occur for each Vessel at two-year intervals beginning
in 2002, 2003, 2004 or 2005, as the case may be. See "The Chevron
Obligations--Termination Options." The exercise of the termination options is
completely within Chevron Transport's discretion and Chevron Transport will
not take into consideration the interests of holders of Term Mortgage Notes in
deciding whether to exercise its termination options. Such termination
options are valuable to Chevron Transport because they provide protection
against the risks of a decline in future vessel values
and a reduction in Chevron Transport's future needs for oil tankers. Chevron
Transport has analyzed various forecasts of future vessel values and its
future needs and based on that analysis Chevron Transport is unable to predict
whether it will or will not exercise the termination options with respect to
any or all of the Vessels. Accordingly, investors should not assume that the
Initial Charters will continue to be in effect beyond the first optional
termination date for each Vessel.
In deciding whether to exercise any termination option, Chevron Transport
anticipates that it will consider a variety of factors, including:
(i) Transportation requirements. At the time any termination option is
exercisable, Chevron Transport's perceived needs for marine transportation may
be insufficient to justify continuation of the related Initial Charter. Such
a development could result from changes in Chevron's supply or predicted
supply of crude oil, or from changes in crude oil demand or predicted demand.
Chevron Transport's perceived transportation requirements could justify
termination of an Initial Charter regardless of the rates which would then be
payable to charter a similar vessel and regardless of prevailing market prices
for the purchase of a similar vessel.
(ii) Charterhire rates and vessel purchase prices. At the time any
Initial Charter is terminable, the amounts payable to charter or purchase a
similar vessel might be sufficiently low to make termination of such
Initial Charter attractive to Chevron Transport. Chevron and Chevron
Transport believe that such a result would depend primarily upon the
worldwide supply of or demand for oil tankers.
(iii) Obsolescence. For a variety of legal, regulatory, technological and
other reasons, a Vessel might become obsolete before or during the period of
exercisability of the related termination option, making it more likely that
Chevron Transport would terminate the related Initial Charter. Many of the
factors which could cause such obsolescence, such as changes in government
regulations or developments in ship construction technology, are outside of
the control of Chevron and Chevron Transport.
The Term Mortgage Notes are not obligations of, and are not guaranteed by,
Chevron Transport or Chevron. This Prospectus does not contain certain
important information necessary to evaluate an investment in the Term Mortgage
Notes. Statements in the Term Mortgage Notes Prospectus are made by
California Petroleum and the Owners rather than by Chevron or Chevron
Transport. Chevron and Chevron Transport assume no responsibility and shall
have no liability for such statements. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any security other than the
Chevron Obligations.
USE OF PROCEEDS
Neither Chevron nor Chevron Transport will receive any proceeds with
respect to the issuance of the Chevron Obligations other than as set forth
below. The Chevron Obligations will be issued only in connection with the
sale by California Petroleum of the Term Mortgage Notes. Chevron and
Chevron Transport have been advised by California Petroleum that the
proceeds from the sale of the Term Mortgage Notes, together with the
proceeds from the Serial Mortgage Notes, will be loaned by California
Petroleum to the Owners to fund the acquisition of the Vessels from Chevron
Transport and to pay the underwriting commissions and certain fees and
expenses as set forth on the cover of the Term Mortgage Notes Prospectus.
The Vessels will be acquired by the Owners on the Closing Date for the
offering of the Notes, and each Vessel will be chartered on such date by
Chevron Transport. The net proceeds of the sale of the Notes to be applied
by the respective Owners to purchase the Vessels from Chevron Transport
will be approximately $80,666,667 for each double-hulled Vessel and
$40,000,000 for the single-hulled Vessel.
CAPITALIZATION
Chevron
The unaudited capitalization of Chevron and its consolidated
subsidiaries as of September 30, 1994 is set forth in the following table.
This table should be read in conjunction with the consolidated financial
statements of Chevron and the related notes thereto incorporated by
reference herein.
September 30, 1994
------------------
(in millions)
Short-term debt............................................ $ 4,432
Long-term debt and capital lease obligations:
Long-term debt........................................... 3,945
Capital lease obligations................................ 184
-----
Total debt............................................... $ 8,561
=====
Stockholders' equity
Preferred stock--$1.00 par value......................... -
Authorized--100,000,000 shares
Issued--None
Common stock--$1.50 par value............................ $ 1,069
Authorized--1,000,000,000 shares
Issued--712,487,068 shares
Capital in excess of par value........................... 1,857
Deferred compensation--Employee Stock Ownership Plan..... (895)
Currency translation adjustment and other................ 216
Retained earnings........................................ 14,136
Treasury stock, at cost (60,816,635 shares).............. (2,066)
------
Total stockholders' equity............................. $14,317
======
Total debt and stockholders' equity........................ $22,878
======
SELECTED FINANCIAL DATA
Chevron
The selected financial information presented in the table below should
be read in conjunction with the consolidated financial statements and
related notes contained in Chevron's Annual Report on Form 10-K for the
year ended December 31, 1993 referred to under "Incorporation of Certain
Documents by Reference." The selected financial information for each of the
five years in the period ended December 31, 1993 has been derived from
audited financial statements, while the amounts for the nine months ended
September 30, 1994 have been derived from unaudited financial statements.
In the opinion of Chevron's management, the interim data includes all
adjustments necessary for a fair statement of the results for the interim
period. These adjustments were of a normal recurring nature except for the
special items described in the third quarter 1994 earnings press release
which was filed with the Commission as a part of Chevron's October 25, 1994
Current Report on Form 8-K. Chevron adopted Statements of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions," and No. 109, "Accounting for Income Taxes,"
effective January 1, 1992.
<TABLE>
<CAPTION>
Nine Months
Ended
September 30, Year Ended December 31,
_____________ ________________________________________
Dollars in millions 1994 1993 1992 1991 1990 1989
___________________ ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Sales and other operating revenues $26,203 $36,191 $38,212 $38,118 $41,540 $31,916
Equity in net income of affiliates
and other income................. 394 891 1,465 825 1,026 869
Total costs....................... 24,725 34,656 36,214 36,691 38,353 31,479
------- ------- ------- ------- ------- -------
Income before income tax expense
and cumulative effect of changes
in accounting principles.......... $ 1,872 $ 2,426 $ 3,463 $ 2,252 $ 4,213 $ 1,306
Income tax expense................ 802 1,161 1,253 959 2,056 1,055
------- ------- ------- ------- ------- -------
Income before cumulative effect
of changes in accounting
principles........................ $ 1,070 $ 1,265 $ 2,210 $ 1,293 $ 2,157 $ 251
Cumulative effect of changes
in accounting principles.......... -- -- (641) -- -- --
------- ------- ------- ------- ------- -------
Net income........................ $ 1,070 $ 1,265 $ 1,569 $ 1,293 $ 2,157 $ 251
======= ======= ======= ======= ======= =======
Per share of common stock(1)
Income before cumulative effect
of changes in accounting of.......$ 1.64 $ 1.94 $ 3.26 $ 1.85 $ 3.05 $ .37
Cumulative effect of changes
in accounting principles.......... -- -- (.95) -- -- --
Net income per share of
common stock......................$ 1.64 $ 1.94 $ 2.31 $ 1.85 $ 3.05 $ .37
Ratio of earnings to fixed
charges of Chevron on a total
enterprise basis.................. 5.06 5.23 6.35 4.34 6.07 2.75
<FN>
<F1>
______________
(1) All per share amounts reflect a two-for-one stock split in May 1994.
</FN>
</TABLE>
The ratios of earnings to fixed charges set forth in the table above are
computed using amounts for Chevron as a whole, including its majority owned
subsidiaries and its proportionate share of 50 percent owned entities
(primarily the Caltex Group of Companies). For the purpose of determining
earnings in the calculation of the ratios, equity in net income of less than
50 percent owned affiliates is adjusted to the amount of distributions
received (but not undistributed amounts). In addition, consolidated income
before cumulative effect of changes in accounting principles is increased by
income taxes, previously capitalized interest charged to earnings during the
period, the minority interest's share of net income, and fixed charges,
excluding capitalized interest. Fixed charges consist of interest on debt
(including capitalized interest and amortization of debt discount and expense)
and a portion of rentals determined to be representative of interest.
SUMMARIZED FINANCIAL DATA
Chevron Transport
Chevron Transport, an indirect, wholly-owned subsidiary of Chevron, is
the principal operator of Chevron's international tanker fleet. Chevron
Transport derives most of its shipping revenues by providing transportation
services to Chevron affiliates. The following table sets forth certain
summary financial data for Chevron Transport and its subsidiaries (Chevron
Tanker Bermuda Limited, Chevron Manning Services Limited and Chevron Product
Carriers Corporation). The data has been derived from audited financial
statements prepared by Chevron Transport and its subsidiaries on a stand alone
basis in conformity with generally accepted accounting principles. The
financial information at and for the nine months ended September 30, 1994 has
been derived from unaudited financial statements which in the opinion of
Chevron Transport management reflect all adjustments (consisting only of
normal recurring adjustments) necessary for the fair presentation of Chevron
Transport's financial position and results of operations for such periods.
Nine Months
Ended
September 30, Year Ended December 31,
_____________ _______________________
Dollars in millions 1994 1993(1) 1992 1991
___________________
Sales and other operating
revenues......................... $ 340 $ 542 $ 519 $ 621
Total costs and other deductions.. 394 553 514 552
(Loss) income before cumulative
effect of changes in accounting
principles....................... (41) (3) 6 59
Cumulative effect of changes
in accounting principles......... -- (15) -- --
Net (loss) income................. (41) (18) 6 59
At
September 30, At December 31,
1994 1993 1992 1991
_____________ _______________________
Current assets.................... $ 34 $108 $164 $ 79
Other assets...................... 878 796 791 689
Current liabilities............... 367 376 360 95
Other liabilities................. 214 185 207 291
Net equity........................ 331 343 388 382
_______________
(1) Effective January 1, 1993, Chevron Transport adopted Statement of
Financial Accounting Standards No. 109 (SFAS 109), "Accounting for
Income Taxes." In prior periods, Chevron Transport accounted for income
taxes in accordance with SFAS 96, "Accounting for Income Taxes."
THE CHEVRON OBLIGATIONS
The Chevron Obligations will arise pursuant to the Initial Charters and
the Chevron Guarantee. The forms of the Initial Charters and the Chevron
Guarantee have been filed as exhibits to the Registration Statement of which
this Prospectus is a part. The following statements are summaries and do not
purport to be complete. The summaries make use of terms defined in the
Glossary attached hereto, and are qualified in their entirety by reference to
all of the provisions of the Initial Charters and the Chevron Guarantee.
The Vessels
The Vessels are currently owned and operated by Chevron Transport in the
business of maritime transportation of oil. Each Vessel is a Suezmax oil
tanker designed to Chevron Transport's specifications. The Vessels consist of
the Samuel Ginn ("S. Ginn") and the Chevron Mariner, each of which is a
150,000 deadweight tonne, double-hulled tanker; the Condoleezza Rice ("C.
Rice"), a 130,000 deadweight tonne, double-hulled tanker; and the William E.
Crain ("W.E. Crain"), a 150,000 deadweight tonne, single-hulled tanker.
Term of the Initial Charters
On the Closing Date, the Owners will each purchase a Vessel from Chevron
Transport, and Chevron Transport will charter each such Vessel from its Owner
under an Initial Charter commencing on such date. Each Initial Charter will
expire on _________, 2014, subject to Chevron Transport's right to terminate
each Initial Charter as described below. See "--Termination Options." If (a)
Chevron Transport exercises its termination option with respect to an Initial
Charter for any Vessel and makes the related Termination Payment or (b) a
Total Loss occurs with respect to a Vessel and Chevron Transport makes the
payments required under the related Initial Charter, then such Initial Charter
will continue in effect with respect to Chevron Transport's obligation to make
such Termination Payment or payment upon Total Loss, as the case may be, until
the expiration of certain periods specified in the Initial Charter during
which periods such Termination Payment or payment upon Total Loss, as the case
may be, might be a voidable payment under applicable bankruptcy, insolvency,
creditor's rights or similar laws. For any Initial Charter, the period from
the date of commencement of such Initial Charter to the expiration or earlier
termination of such Initial Charter will be referred to in this Prospectus as
the "Initial Charter Period."
Use and Trade of the Vessel
Chevron Transport will have full use of each Vessel during the term of
the Initial Charter Period and will have the right to operate the Vessel
throughout the world (within Institute Warranty Limits) in the carriage of
suitable lawful merchandise. As to those trades in which a Vessel is
employed, Chevron Transport shall comply with any and all requirements
regarding financial responsibility or security in respect of oil or other
pollution damage as required by any government, any state or other political
subdivision thereof, or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government and any other governmental entity with authority over Chevron
Transport or the related Owner, as the case may be, or ownership, use and
operation of such Vessel (whether or not such requirement has been lawfully
imposed or not) to enable such Vessel, without penalty or charges, lawfully to
enter, remain at, or leave any port, place, territorial or contiguous waters of
any country, state or municipality in performance of the related Initial
Charter without delay. Chevron Transport shall make and maintain all
arrangements for a security bond or otherwise as may be necessary to satisfy
such requirements at Chevron Transport's sole expense and Chevron Transport
shall indemnify the related owner against any and all losses, damages, claims,
expenses or liabilities incurred by reason of Chevron Transport's failure to
comply with the requirements described in this paragraph. Chevron Transport
shall enter and maintain each Vessel under the TOVALOP Scheme or under any
similar compulsory scheme during the term of each Initial Charter. In no
event will Chevron Transport carry on board a Vessel nuclear fuels or
radioactive products during the term of the related Initial Charter; provided,
however, with the prior written consent of the related Owner, Chevron Transport
may carry on board a Vessel radioisotopes used or intended to be used for any
industrial, agricultural, medical or scientific purposes.
Flag and Name of Vessel
Chevron Transport shall, throughout the term of each Initial Charter,
maintain the documentation of the Vessel under the laws of the Registration
Jurisdiction at the related Owner's cost and expense, provided, however, in
the event that the costs and expenses of maintaining such documentation are in
excess of $________, then Chevron Transport shall either (i) pay all amounts
in excess of $________ or (ii) cooperate with the Owner to change the registry
or port of documentation of the Vessel. Chevron Transport will not change the
registry or port of documentation of the Vessel without prior written consent
of the related Owner, which consent shall not be unreasonably withheld, or do
or suffer or permit to be done anything which will injuriously affect the
documentation of the Vessel as a vessel documented under the laws and
regulations of the Registration Jurisdiction. If Chevron Transport changes
the registry or port of documentation of the Vessel, it shall, at the time of
redelivery, if the related Owner so requests and at Chevron Transport's
expense, change the registry and port of documentation back to that of the
Registration Jurisdiction.
Chevron Transport shall have the right to re-name each Vessel, to paint
each Vessel in its own colors, install and display its funnel insignia and fly
its own house flag.
Covenants
Each Initial Charter will contain certain covenants pursuant to which
Chevron Transport will agree, among other things, that:
(a) Chevron Transport will maintain the Vessel in a good state
of repair and in efficient operating condition in accordance with good
commercial maintenance practice commensurate with other vessels in
Chevron Transport's fleet of similar size and trade, ordinary wear and
tear excepted;
(b) Chevron Transport will keep the Vessel with unexpired
classification in accordance with the highest classification of the
American Bureau of Shipping (or such other classification society as
shall previously have been approved in writing by the related Owner) and
other required certificates in force and shall make any improvement or
structural changes or acquire equipment necessary to comply with the
requirements of such classification;
(c) Chevron Transport shall not permit the Vessel to proceed to
any port which shall have been the subject of a prohibition by the
Registration Jurisdiction;
(d) In the event of hostilities in any part of the world Chevron
Transport will not employ the Vessel nor suggest her employment in
carrying any goods which are declared contraband nor suffer her to enter
to trade to any zone which is declared a "war zone" by the war risks
insurers unless Chevron Transport has made arrangements with the said
insurers for the payment of such additional premiums as said insurers
may require to maintain the relevant insurance in force or in any zone
in respect of which the war risks insurers have withdrawn cover for the
Vessel;
(e) Chevron Transport will not use the Vessel in any manner or
for any purpose excepted from any insurance policy or policies taken out
in compliance with the Initial Charter or for the purpose of carriage of
goods of any description excepted from the said insurance policy or
policies and shall not do or permit to be done anything which could
reasonably be expected to invalidate any of the said insurance policy or
policies;
(f) Chevron Transport shall man, victual, navigate, operate,
supply, fuel and repair the Vessel whenever required during the Initial
Charter Period and shall be responsible for all charges and expenses of
every kind and nature whatsoever incidental to their use and operation
of the Vessel under the Initial Charter, including any foreign, general,
municipal, value added or other taxes, except that Chevron Transport
shall not be responsible for documentation costs (except as otherwise
provided for in the Initial Charters) or for Owner Taxes;
(g) Chevron Transport shall drydock the Vessel and clean and
paint her underwater parts in accordance with good commercial practice,
but not less than as may be required by the American Bureau of Shipping
(or such other classification society as shall previously have been
approved in writing by the related Owner) in order to maintain the
Vessel's highest classification; and
(h) Chevron Transport will not allow, nor permit to be
continued, any Lien incurred by Chevron Transport or its agents, which
might have priority over the title and interest of the Owner in the
related Vessel, and will indemnify and hold the Owner harmless against
any Lien arising upon such Vessel during the Initial Charter Period
while the Vessel is under the control of Chevron Transport and against
any claims against the Owner arising out of or in relation to the
operation of the Vessel by Chevron Transport.
In general, all amounts, excluding certain indemnification payments and
documentation costs for the Owners' account, payable by Chevron Transport
shall be made without deduction for any taxes (including value added,
turnover, sales and use taxes) except as required by law, and Chevron
Transport shall, in addition to the sums payable by Chevron Transport under
each Initial Charter, pay such taxes as aforesaid as are required from time to
time by law to be paid by Chevron Transport; provided, Chevron Transport shall
not be liable for documentation costs (except as otherwise provided for in the
Initial Charters). Under each Initial Charter, the related Owner will agree
to take any lawful action to the extent necessary to prevent or avoid the
imposition of any taxes, including any withholding tax with respect to
charterhire, by any taxing jurisdiction (including the Registration
Jurisdiction for such Owner), including changing its jurisdiction of
incorporation or residence; provided, that it shall not be required to take,
or fail to take, any action (i) if in the opinion of counsel such act or
failure to act would violate applicable law or (ii) if in the reasonable
opinion of the Owner the actions necessary to avoid or prevent imposition of
such taxes would be unduly burdensome. For purposes of clause (ii) above, a
requirement to change the jurisdiction of the Owner's incorporation or
residence shall not be treated as unduly burdensome.
Charterhire
During the Initial Charter Period for each Vessel, Chevron Transport
shall pay charterhire for the use and hire of such Vessel on each ________ and
________, commencing on the first such date to occur following the
commencement of the related Initial Charter. During any extension of the
Initial Charter Period, the rate of hire shall be calculated on the basis of
the then current charterhire rate converted to a daily rate using a 365-day
year. If any payment of charterhire under the Initial Charters shall not be
paid when due interest shall accrue thereon at the Default Rate from and
including the due date to the date of actual payment (after as well as before
judgment).
The table below sets forth the charterhire payments for each Vessel
under the related Initial Charter (assuming for illustrative purposes only
that the interest rate per annum on the Term Mortgage Notes is 8.62%),
assuming that no Initial Charter is terminated.
Charterhire Payments Under Initial Charters
Assuming No Initial Charter Is Terminated*
($ in millions)
Payment Chevron
Date S.Ginn C. Rice Mariner W.E.Crain Total
- ------- ------ ------- ------- --------- -------
___, 1995 $5.909 $5.897 $5.887 $2.914 $20.607
___, 1995 5.909 5.897 5.887 2.914 20.607
___, 1996 5.746 5.734 5.724 2.835 20.039
___, 1996 5.746 5.734 5.724 2.835 20.039
___, 1997 5.566 5.554 5.544 2.748 19.412
___, 1997 5.566 5.554 5.544 2.748 19.412
___, 1998 5.376 5.364 5.354 2.655 18.749
___, 1998 5.376 5.364 5.354 2.655 18.749
___, 1999 5.181 5.169 5.158 2.560 18.068
___, 1999 5.181 5.169 5.158 2.560 18.068
___, 2000 4.980 4.968 4.958 2.463 17.369
___, 2000 4.980 4.968 4.958 2.463 17.369
___, 2001 4.776 4.764 4.754 2.364 16.658
___, 2001 4.776 4.764 4.754 2.364 16.658
___, 2002 4.569 4.557 4.546 2.263 15.935
___, 2002 4.569 4.557 4.546 2.263 15.935
___, 2003 3.443 4.347 4.336 2.161 14.287
___, 2003 3.443 4.347 4.336 2.161 14.287
___, 2004 3.298 3.135 4.124 2.058 12.615
___, 2004 3.298 3.135 4.124 2.058 12.615
___, 2005 3.153 2.998 2.810 1.954 10.915
___, 2005 3.153 2.998 2.810 1.954 10.915
___, 2006 3.009 2.860 2.682 1.299 9.850
___, 2006 3.009 2.860 2.682 1.299 9.850
___, 2007 2.864 2.723 2.553 1.238 9.378
___, 2007 2.864 2.723 2.553 1.238 9.378
___, 2008 2.720 2.586 2.424 1.177 8.907
___, 2008 2.720 2.586 2.424 1.177 8.907
___, 2009 2.575 2.448 2.296 1.116 8.435
___, 2009 2.575 2.448 2.296 1.116 8.435
___, 2010 2.430 2.311 2.167 1.055 7.963
___, 2010 2.430 2.311 2.167 1.055 7.963
___, 2011 2.286 2.174 2.039 0.994 7.493
___, 2011 2.286 2.174 2.039 0.994 7.493
___, 2012 2.141 2.036 1.910 0.933 7.020
___, 2012 2.141 2.036 1.910 0.933 7.020
___, 2013 1.997 1.899 1.781 0.872 6.549
___, 2013 1.997 1.899 1.781 0.872 6.549
___, 2014 1.853 1.759 1.654 0.811 6.077
___, 2014 1.853 1.759 1.654 0.811 6.077
______________
* The actual charterhire payments will depend on final pricing information.
Insurance
Each Initial Charter provides that during the Initial Charter Period the
insurance arrangements in effect with respect to Chevron Transport's fleet at
the time of the commencement of such Initial Charter will be applicable to the
related Vessel and will satisfy the insurance requirements of the Initial
Charter, subject to adjustments of such insurance arrangements in light of
changes in market practice and in accepted tanker practice. Currently, Chevron
Transport's hull and machinery insurance includes a deductible of $15 million
per occurrence and its protection and indemnity insurance is subject to a $1
million deductible per occurrence (other than with respect to liabilities
involving pollution, as to which there is a nominal or no deductible). In
addition, each Initial Charter provides that Chevron Transport may self-insure
against the risks required to be covered thereunder. Therefore, there can be
no assurance that any insurance for such risks will be carried during the
Initial Charter Period for any Vessel or, if it is carried, as to the amount
of such insurance.
Insurance Proceeds
The proceeds of any insurances or entries referred to in the Initial
Charter will be applied as follows:
Until the termination of the Initial Charter, any claim under any such
insurance proceeds in respect of the related Vessel (other than in respect of
Total Loss) shall be paid directly to Chevron Transport. Chevron Transport
shall be liable for any loss of any part of or damage to the Vessel (other
than a Total Loss) during the Initial Charter Period from whatsoever cause
such loss or damage may arise, unless the same shall have been caused by the
negligence or willful act of Owners, their servants or agents (except where
Chevron Transport or its servants and agents are acting as agents of the
Owners).
Any claim in respect of a Total Loss shall be paid directly to the
related Owner or to a collateral trustee (the "Collateral Trustee") which will
hold certain collateral for the benefit of the holders of Notes pursuant to a
Collateral Trust Agreement with California Petroleum.
Payment on Total Loss
The amount payable on the date which is 90 days after the occurrence of
a Total Loss (the "Loss Date") by Chevron Transport shall be the sum of (i)
any deficiency between (A) the Stipulated Loss Value (which is an amount at
least sufficient to redeem the Allocated Principal Amount of Notes for such
Vessel) in relation to the period in question and (B) all insurance proceeds
for damage to or loss of the Vessel and amounts paid by any governmental
authority in connection with any requisition, seizure or forfeiture actually
received in hand by the related Owner or the Collateral Trustee, as assignee
of California Petroleum, prior to or on such Loss Date; and (ii) all
charterhire accrued (on a daily basis) but unpaid under the Initial Charter to
such Loss Date and any other sums due under any provisions of the Initial
Charter, together with interest thereon at the Default Rate from the date upon
which any such charterhire or other sums was due until the date upon which
such calculations are made. In the event of a Total Loss, the Initial Charter
and the obligation of Chevron Transport to pay charterhire shall continue and
be payable until Chevron Transport has paid the amounts described above. The
obligations of Chevron Transport described above will apply regardless of
whether or not any moneys are payable under the insurances effected in
compliance with the Initial Charter in respect of the Vessel, regardless also
of the amount payable thereunder, regardless also of the cause of the Total
Loss and regardless of whether or not any of the said compensation shall be
payable.
Charter Events of Default
The following constitute events of default under each Initial Charter
("Charter Events of Default"):
(a) Chevron Transport shall default for two business days in the
payment of charterhire due under the terms of the Initial Charter;
(b) Chevron Transport shall fail for a period of 30 business
days after written notice to perform and observe any of the covenants,
conditions, agreements or stipulations on the part of Chevron Transport
to be performed or observed contained in the Initial Charter, other than
those referred to in clause (a) or (e) of this paragraph;
(c) Chevron Transport ceases doing business as a going concern
or generally ceases to pay its debts as they become due or any
proceedings under any bankruptcy or insolvency laws are instituted
against Chevron Transport or if a receiver or trustee is appointed for
Chevron Transport for any of its assets or properties, and such
proceeding is not dismissed, vacated or fully stayed within 60 days;
(d) Chevron Transport shall create or suffer to exist any
mortgage, charge, pledge or other like encumbrance over the Vessel or
any part thereof or shall have abandoned the Vessel (not including any
notice of abandonment which Chevron Transport may give to insurers under
the provisions of the Initial Charter regarding insurance in the event
of a Total Loss);
(e) Chevron Transport fails to comply with any of its
obligations as to insurance contained in the Initial Charter; and
(f) Chevron Transport shall within 30 days of any scheduled date
of redelivery under the Initial Charter fail to provide adequate bail or
security when required to do so in respect of any maritime lien,
possessory lien or statutory right in rem which may be acquired over the
Vessel in order to prevent the Vessel being arrested, impounded or
seized or if any such lien, right or claim over the Vessel is exercised
by the arrest, attachment, determination, impounding or seizure of the
Vessel under any distress, execution or other process, or any distress
or execution is levied thereon, and Chevron Transport fails to use its
best endeavors to procure the release of the Vessel therefrom within 30
days of any scheduled date of redelivery under the Initial Charter.
Remedies
If any Charter Event of Default shall have occurred and be continuing,
the Owner under the related Initial Charter may, by written notice to Chevron
Transport, declare such Initial Charter to be in default and enforce any or
all of the remedies under such Initial Charter, including:
(a) requiring Chevron Transport, at its expense, to redeliver
the Vessel to the related Owner with Chevron Transport to have the same
obligations in connection with such redelivery as described below in
connection with redelivery of the Vessel at the termination of the
Initial Charter;
(b) retaking the Vessel by the related Owner or its agent,
without prior demand or legal process;
(c) holding Chevron Transport liable for all charterhire
payments payable before, during or after exercise of the foregoing
remedies and the remedy described in paragraph (d) below and for all
reasonable costs and expenses incurred by the related Owner (including
legal fees) by reason of the occurrence of any default or the exercise
of remedies by the related Owner; and
(d) the related Owner or its agent may sell the Vessel at public
or private sale, with or without notice to Chevron Transport,
advertisement or publication, as such Owner may determine, or otherwise
may dispose of, hold, use, operate, charter to others or keep the Vessel
idle.
The Collateral Trustee, as assignee of California Petroleum, would have
the right to exercise the rights of an Owner under an Initial Charter upon the
occurrence of a Charter Event of Default.
Liquidated Damages
Whether or not the related Owner shall have exercised, or shall
thereafter at any time exercise, any options, rights or remedies described
above, upon or as a consequence of a breach of contract by Chevron Transport
amounting to repudiation by Chevron Transport of the Initial Charter, the
related Owner may immediately require Chevron Transport to pay to such Owner
as liquidated damages for loss of a bargain and not as a penalty, an amount
equal to (i) the sum of (A) the applicable Stipulated Loss Value, (B) all
outstanding accrued and unpaid charterhire and (c) any other amounts due to
such Owner under the Initial Charter on or prior to the date of payment and
(ii) interest thereon (after as well as before judgment) at the Default Rate
from the date such amounts were payable to the actual date of payment.
Chevron Transport shall not be entitled to any part of the net proceeds of the
Vessel (if any) whether by way of rebate of charterhire or otherwise.
Redelivery
Unless a Vessel is a Total Loss or Chevron Transport purchase such
Vessel pursuant to the terms of the Initial Charter, Chevron Transport shall
at the termination of the Initial Charter redeliver the Vessel to the related
Owner at a safe and ice-free port or a place selected by Chevron Transport
within the Vessel's trading limits (within 10 steaming days from a recognized
loading area) or at such other safe port as shall be agreed between Chevron
Transport and the related Owner.
At or about the time of redelivery if the related Owner so requires, a
survey shall be made to determine the condition and fitness of the Vessel, her
machinery and equipment. In the event that such Vessel has been dry-docked
within 30 months prior to redelivery and Chevron Transport certifies in
writing that, to the best of its knowledge, the Vessel has had no bottom
touching since such dry-docking, such survey may be conducted while the Vessel
is afloat. The related Owner may require a divers' survey of the Vessel.
Chevron Transport shall bear all expenses of any such survey. Chevron
Transport shall at its expense make all such repairs and do all such work so
found to be necessary before redelivery or, at the related Owner's option,
shall discharge its obligations by payment of a sum sufficient to provide, at
the prices current at the time of redelivery, for the work and repairs
necessary to place the Vessel in the required structure, state and condition.
The Initial Charter Period shall be extended until the completion of any such
repairs and work found to be necessary or the payment of the amounts described
above. Each Vessel upon redelivery shall have her survey cycles up to date
and class certificates valid for at least six calendar months and Chevron
Transport shall ensure that Vessel shall have been dry-docked within 30 months
prior to redelivery.
Assignment and Sub-Charter
Chevron Transport may not assign all or part of its rights and
obligations under any Initial Charter nor may it charter the related Vessel by
demise to any other entity without the prior written consent of the related
Owner, such consent not to be unreasonably withheld, subject always to the
Vessel being maintained and insured to the same standards as are adopted by
Chevron Transport in respect of the vessels owned by it; provided, however,
that Chevron Transport may assign its rights and obligations under any Initial
Charter to a corporation more than 50% of which is owned directly or
indirectly by Chevron so long as Chevron Transport remains responsible as
principal for the due fulfillment of the Initial Charter. Chevron Transport
may otherwise charter the Vessel without the prior consent of the related
Owner provided that Chevron Transport remains responsible as principal (or
appoints another person to be responsible in its stead) for navigating and
managing the Vessel throughout the period of such charter and for defraying
all expenses in connection with the Vessel throughout such period or
substantially all such expenses other than those directly incidental to a
particular voyage or to the employment of the Vessel during that period.
For each Initial Charter, the related Owner may not transfer or assign
to any other person or entity all or part of its rights or obligations under
such Initial Charter, except to California Petroleum (which assignment includes
the reassignment by California Petroleum of such Initial Charter as Collateral
to the Collateral Trustee), unless such transferee or assignee also assumes
the obligations of such Owner under the related Security Documents and Chevron
Transport shall have given its prior written consent to such assignment and
assumption, which consent shall not be unreasonably withheld.
Indemnity
Pursuant to each Initial Charter, Chevron Transport will indemnify the
related Owner against the following:
(a) all costs and expenses of operating and maintaining the
related Vessel and of operating, maintaining and replacing all parts
including (but without prejudice to the generality of the foregoing) all
fuel, oil, port charges, fees, taxes, levies, fines, penalties, charges,
insurance premiums, victualing, crew, navigation, manning, operating and
freight expenses and all other outgoings whatsoever payable by the Owner
or Chevron Transport in respect of the possession or operation of a
Vessel or any part thereof, or the purchase, ownership, delivery,
chartering, possession and operation, import to or export from any
country, return, sale or disposition of such Vessel or any part thereof
or upon the hire, receipts or earnings arising therefrom (other than
Owner Taxes or documentation costs except as otherwise provided for in
the Initial Charter);
(b) all liabilities, claims, proceedings (whether civil or
criminal), penalties, fines or other sanctions, judgments, charges,
taxes, impositions, liens, salvage, general average, costs and expenses
whatsoever which may at any time be made or claimed by Chevron Transport
or any employee, servant, agent or sub-contractor, passenger, owner,
shipper, consignee, and receiver of goods or any third party (including
governments or other authorities) or by their respective dependents
arising directly or indirectly in any manner out of the design,
construction, possession, management, repair, certification, manning,
provisioning, supply or servicing of the Vessel (whether at sea or not)
or the chartering thereof under the Initial Charter whether such
liability, claims, proceedings, penalties, fines, sanctions, judgments,
charges, taxes, impositions, liens, salvage, general average, costs or
expenses may be attributable to any defect in such Vessel or the design,
construction, testing or use thereof from any maintenance, service,
repair, overhaul or otherwise and regardless of when or where the same
shall arise and whether or not such Vessel or the relevant part thereof
is in the possession or control of Chevron Transport (other than Owner
Taxes or documentation costs except as otherwise provided for in the
Initial Charter); and
(c) any and all losses, damages and expenses which Owner may
incur as a result of any oil or other pollution damage resulting from
Chevron Transport's operation of the Vessel under the Initial Charter,
including, but not limited to, such Owner's liability under OPA 90 or
the laws of any other jurisdiction relating to oil spills.
Chevron Transport's indemnity under each Initial Charter shall extend to
claims of persons (including governments or other bodies whether corporate or
otherwise) who have suffered or allege that they have suffered loss, damage or
injury in connection with anything done or not done by a Vessel, including in
connection with any oil or other substance emanating or threatening to emanate
from such Vessel and shall extend to levies, impositions, calls or
contributions on or required to be made by the Owner during or in respect of
the Initial Charter Period.
Termination Options
Under each Initial Charter, Chevron Transport has the right to terminate
such Initial Charter on any of four, in case of the double-hulled Vessels, or
three, in the case of the single-hulled Vessel, termination dates which, for
each Vessel, occur at two-year intervals beginning in 2002, 2003, 2004 or
2005, as the case may be. Chevron Transport is required to give the related
Owner (i) nonbinding notice of its intent to exercise such option, determined
on a good faith basis, at least 12 months prior to such termination date and
(ii) irrevocable notice of such exercise 9 months prior to such termination
date, if such termination date is the first of the termination dates for such
Vessel, or 7 months prior to such termination date, if such termination date
is subsequent to the first such termination date. Chevron Transport is
required to pay the Termination Payment to such Owner on or prior to the
termination date.
The table below sets forth the termination dates for each Vessel and the
amount of the Termination Payment (assuming for illustrative purposes only
that the interest rate per annum on the Term Mortgage Notes is 8.62%) that
will be payable if the related Initial Charter is terminated as of the
corresponding termination date.
Approximate Termination Payments*
($ in millions)
Optional Chevron
Termination Date S. Ginn C. Rice Mariner W.E.Crain
- ---------------- -------- ------- -------- ---------
____, 2002 $13.48
____, 2003 $12.27
____, 2004 12.32 $10.98
____, 2005 11.17 $5.07
____, 2006 11.17 9.95
____, 2007 10.07 4.59
____, 2008 10.01 8.93
____, 2009 8.97 4.10
____, 2010 7.90
_______________
* The actual interest rate and the amount of the Termination Payments will
depend on final pricing information.
Purchase Option
On the Term Mortgage Notes Maturity Date, so long as the related Initial
Charter has not been terminated earlier and no Charter Event of Default has
occurred and is continuing and all payments due under such Initial Charter
have been paid in full, Chevron Transport shall have the right to purchase the
related Vessel at a purchase price equal to $1.00. Chevron Transport is
required to give the related Owner at least 90 days' prior written notice of
its election to so purchase the related Vessel.
Chevron Guarantee
Chevron will fully and unconditionally guarantee the due and faithful
performance by Chevron Transport under each Initial Charter of all of Chevron
Transport's liabilities and responsibilities thereunder and under any
supplement, amendment, change or modification thereof agreed to by Chevron
Transport.
Governing Law
Each Initial Charter shall be governed by and be construed in accordance
with the federal laws of the United States of America and the laws of the
State of New York.
Non-Disturbance
Each Initial Charter states that it shall always be subordinate to the
related Mortgage. Pursuant to the terms of each Initial Charter, each Owner
agrees that the related Mortgage and any other mortgage thereafter placed on
the Vessel by such Owner will contain a provision to the effect that
throughout the term of the related Initial Charter, so long as no Charter
Event of Default shall have occurred and be continuing and so long as Chevron
Transport shall have performed its obligations thereunder, if the mortgagee
under such Mortgage exercises any of the rights and remedies afforded to it
pursuant to such Mortgage or any such other mortgage or by law, such exercise
shall be in such manner as to permit the continued utilization and operation
of the Vessel under the Initial Charter with the minimum disruption of service.
PLAN OF DISTRIBUTION
The Chevron Obligations are being issued in connection with the sale of
the Term Mortgage Notes by California Petroleum. This Prospectus may be used
only as an appendix to the Term Mortgage Notes Prospectus. In connection with
the sale by California Petroleum of the Term Mortgage Notes, Chevron has
agreed to indemnify the underwriter thereof against certain liabilities
relating solely to the information contained in this Prospectus, including
liabilities under the Securities Act, and such underwriter has agreed to
indemnify Chevron and Chevron Transport against certain liabilities, including
liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with the Chevron Obligations will be
passed upon for Chevron and Chevron Transport by Pillsbury Madison & Sutro.
EXPERTS
The financial statements of Chevron incorporated in this Prospectus by
reference to Chevron's Annual Report on Form 10-K for the year ended December
31, 1993 have been audited by Price Waterhouse LLP, independent accountants.
The financial statements of the Caltex Group of Companies incorporated in this
Prospectus by reference to Chevron's Annual Report on Form 10-K for the year
ended December 31, 1993 have been audited by KPMG Peat Marwick LLP,
independent accountants. Such financial statements have been so incorporated
in reliance on the reports of the respective independent accountants given on
the authority of such firms as experts in auditing and accounting.
GLOSSARY
The following is a glossary of certain terms used in this Prospectus.
Definitions in this glossary that are also used in the Initial Charters are
qualified in their entirety by reference to the definitions therein.
"Allocated Principal Amount of Notes" means, when used with reference to
the Notes relating to any Vessel at any time, an aggregate principal amount of
outstanding Notes equal to the aggregate principal amount of the collective
loans of the related Owner from California Petroleum to fund the acquisition
of such Vessel then outstanding.
"Collateral" means, at any time, the security for the payment and
performance of the obligations of California Petroleum under the Term
Indenture, the Serial Indenture or both, as the case may be.
"Collateral Trust Agreement" means the collateral trust agreement among
the Collateral Trustee, California Petroleum, the Indenture Trustee under the
Term Indenture and the Indenture Trustee under the Serial Indenture, pursuant
to which California Petroleum assigns and pledges to the Collateral Trustee
all of its right, title and interest in the Collateral for the benefit of the
holders of the Notes.
"Collateral Trustee" means Chemical Trust Company of California, not in
its individual capacity but solely as Collateral Trustee under the Collateral
Trust Agreement.
"Compulsory Acquisition" means requisition for title or other compulsory
acquisition of any Vessel (otherwise than by requisition for hire), capture,
seizure, condemnation, destruction, detention or confiscation of such Vessel
by any government or by persons acting or purporting to act on behalf of any
governmental authority.
"Default Period" means the period commencing on the due date of the
charterhire payment until such payment shall be paid in full.
"Default Rate" means a rate per annum for each day during the Default
Period until such payment shall be paid in full equal to 1.50% above LIBOR at
the commencement of such period.
"Indenture Trustee" means Chemical Trust Company of California, not in
its individual capacity but solely as Indenture Trustee under the Serial
Indenture or the Term Indenture, or both, as the case may be.
"Institute Warranty Limits" means the Institute Warranties as defined by
the Institute of London Underwriters.
"LIBOR" means the rate calculated on the basis of the offered rates for
deposits in dollars for a one-month period which appear on the Reuters Screen
LIBO Page as of 11:00 A.M., London time, on the date that is two London
Banking Days (as defined in the Initial Charters) preceding the date of
calculation. If at least two such offered rates appear on the Reuters Screen
LIBO Page, LIBOR will be the arithmetic mean of such offered rates (rounded to
the nearest .0001 percentage point). If, at any time of determination, the
Reuters Screen LIBO Page is not available, LIBOR will be calculated as the
average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the
respective ratio per annum at which deposits in dollars for a one-month period
are offered to each of three reference banks in the London interbank market at
approximately 11:00 A.M., London time, on the date that is two London Banking
Days (as defined in the Initial Charters) preceding the date of calculation.
Under the Initial Charters, each of Chevron Transport and the Collateral
Trustee (as assignee of the Owner) will select a reference bank and the third
reference bank will be selected by Chevron Transport and the Collateral
Trustee together or, failing agreement, by the previously selected reference
banks together.
"Lien" means any mortgage, pledge, lien (statutory or other), charge,
encumbrance, lease, claim, security interest, hypothecation, assignment for
security, deposit arrangement or preference or other security agreement of any
kind or nature whatsoever.
"Mortgage" means, for each Vessel, the first preferred ship mortgage on
such Vessel granted by the related Owner to California Petroleum and assigned
by California Petroleum to the Collateral Trustee.
"OPA 90" means the United States Oil Pollution Act of 1990, as amended.
"Owner Taxes" means any income, franchise or equivalent tax, imposed
upon or measured by the net income, stated capital or earned surplus of an
Owner by any federal, state, local or other taxing authority of any
jurisdiction worldwide, or any tax imposed pursuant to Section 887 of the
United States Internal Revenue Code of 1986, as amended, or any taxes that
result from the willful misconduct or gross negligence of such Owner or from
the inaccuracy or breach of any representation, warranty or covenant of such
Owner contained in certain clauses of the related Initial Charter or in any
document furnished in connection with such clauses by such Owner, or any taxes
that would not have been imposed but for the failure of such Owner (a) to
provide to Chevron Transport (for filing by Chevron Transport with the taxing
jurisdiction imposing such taxes or retention in Chevron Transport's records)
upon Chevron Transport's timely request such certifications, information,
documentation or reports concerning such Owner's identity, jurisdiction of
incorporation or residency, or connection with such taxing jurisdiction or (b)
to promptly file upon Chevron Transport's timely request such reports or
returns (which shall be prepared with reasonable care in accordance with
Chevron Transport's written instructions) claiming (or availing itself of) any
applicable extensions or exemptions (to the extent that timely notice thereof
is provided by Chevron Transport); provided that Owner Taxes shall not include
any such tax imposed on any amount that is (i) an indemnity or reimbursement
of an Owner, (ii) an operating or maintenance expense, or (iii) a tax for
which Chevron Transport is otherwise liable under the related Initial Charter;
and provided further that Owner Taxes shall not include any such tax imposed
by any government, jurisdiction or taxing authority other than the United
States Federal government solely as a result of the location of the Vessel or
the Vessel's use by Chevron Transport.
"Registration Jurisdiction" means the Republic of Liberia, the
Commonwealth of the Bahamas or the Islands of Bermuda, as applicable to each
Vessel.
"Security Documents" means, for each Vessel, the Collateral Trust
Agreement, the Loan Agreements, the Mortgage, the Assignment of the Mortgage,
the Assignment of the Initial Charter Guarantee, the Collateral Assignment of
the Initial Charter Guarantee, the Assignment of Earnings and Insurances, the
Assignment of the Management Agreement, the Assignment of Initial Charter, the
Collateral Assignment of Initial Charter, the Stock Pledge, the Vessel
Purchase Agreement and any additional security agreement, assignment or
mortgage document entered into by California Petroleum in connection with the
Serial Indenture or the Term Indenture and the Notes or received by California
Petroleum from the Owner in connection with such Owner's loans from California
Petroleum to fund the acquisition of such Vessel.
"Serial Indenture" means the indenture among California Petroleum, the
Indenture Trustee and, solely for purposes of the Trust Indenture Act,
Chevron, pursuant to which the Serial Mortgage Notes will be issued.
"Stipulated Loss Value" means, for any Vessel on any date, the amount
specified in the related Initial Charter as the "Stipulated Loss Value" for
such date, which amount will be at least sufficient to redeem in full the
Allocated Principal Amount of Notes for such Vessel.
"Term Indenture" means the indenture between California Petroleum and
Chemical Trust Company of California pursuant to which the Term Mortgage Notes
will be issued.
"Term Mortgage Notes Maturity Date" means __________, 2014.
"Termination Payment" means the payment that Chevron Transport is
required to make pursuant to the applicable Initial Charter if Chevron
Transport elects to terminate the Initial Charter for any Vessel on a specified
termination date.
"Total Loss" means (a) an actual or constructive or comprised or
arranged total loss of a Vessel, (b) a Compulsory Acquisition of a Vessel or
(c) if so declared by Chevron Transport at any time and in its sole discretion
a requisition for hire of the Vessel for a period in excess of 180 days.
"TOVALOP Scheme" means the Tankers Owners Voluntary Agreement concerning
Liability for Oil Pollution dated January 7, 1969, as amended.
PART II
INFORMATION NOT REQUIRED
IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses in connection with the issuance and distribution to the Owners
of the Chevron Obligations are estimated as follows:
SEC registration fee................................. $100.00
Printing expenses.................................... *
Legal fees and expenses.............................. *
Accountants' fees and expenses....................... *
Miscellaneous costs.................................. *
-------
Total.............................................. $
-------
No underwriting discounts or commissions will be incurred in connection
with such issuance and distribution.
_______________
* To be filed by amendment
All of these expenses will be paid by Chevron.
Item 15.Indemnification of Directors and Officers.
Chevron Transport
Article N of Chevron Transport's Certificate of Incorporation, as
amended, provides as follows:
"N. The Corporation shall indemnify its directors or officers, or
former directors or officers, or any person who may have served at its
request as a director or officer of another corporation in which it owns
shares of capital stock or of which it is a creditor, against expenses
actually and necessarily incurred by them in connection with the defense
of any action, suit or proceeding in which they, or any of them, are
made parties, or a party by reason of being or having been directors or
officers of the Corporation, except in relation to matters as to which
any such director or officer or person shall be adjudged in such action,
suit or proceeding to be liable for negligence or misconduct in
performance of duty. Such indemnification shall not be deemed exclusive
of any other rights to which those indemnified may be entitled, under
any by-law, agreement, vote of stockholders or otherwise."
Chevron Transport is a corporation organized under the laws of the
Republic of Liberia. Section 6.13 of the Liberian Business Corporation Act of
1976 provides that a Liberian corporation shall have the power to indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was director or
officer of the corporation, or is or was serving at the request of the
corporation as director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of no contest, or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A Liberian corporation also has the power to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he
is or was a director or officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him
or in connection with the defense or settlement of such action or suit if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for negligence or
misconduct in the performance of its duty to the corporation unless and only
to the extent that the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expense which the court shall deem
proper.
To the extent that a director or officer of a Liberian corporation has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to int he preceding paragraph, or in the defense of a
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid in advance of the final disposition of
such action, suit or proceeding as authorized by the board of directors in the
specific case upon receipt of an undertaking by or on behalf of the director
or officer to repay such amount unless it shall ultimately be determined that
he is entitled to be indemnified by the corporation as authorized in this
section.
In addition, a Liberian corporation has the power to purchase and
maintain insurance on behalf of any person who is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer against any liability asserted against him and incurred by
him in such capacity whether or not the corporation would have the power to
indemnify him against such liability under the provisions of Section 6.13.
Chevron
Article IX of Chevron'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 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 Chevron 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 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 Chevron 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; Chevron is similarly
insured with respect to certain payments it might be required to make to its
directors or officers under the applicable statutes and Chevron's by-law
provisions.
Item 16. Exhibits.
(a) Exhibits
1.1 Form of Underwriting Agreement*
5.1 Opinion of Pillsbury Madison & Sutro regarding the legality
of the Chevron Obligations*
10.1 Form of Initial Charter Guarantee by
Chevron Corporation**
10.2 Form of Bareboat Charter between [CalPetro Tankers (Bahamas
I) Limited] [CalPetro Tankers (Bahamas II) Limited]
(CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas
III) Limited] and Chevron Transport Corporation**
23.1 Consent of Pillsbury Madison & Sutro (included in Exhibit
5.1)*
23.2 Consent of Price Waterhouse LLP, independent accountants
23.3 Consent of KPMG Peat Marwick LLP, independent accountants
24.1 Powers of Attorney for directors and certain officers of
Chevron Corporation
24.2 Powers of Attorney for directors and certain officers of
Chevron Transport Corporation (included on applicable
signature pages)
24.3 Certified copy of resolutions of Chevron Corporation
authorizing signature pursuant to power of attorney
* To be filed by amendment.
** Filed by California Petroleum and certain additional registrants as an
Statement with respect to the Term Mortgage Notes (File No.
33-79220) and incorporated by reference herein.
(b) Financial Statement Schedules
All schedules for which provision is made in the applicable accounting
regulations of the commission are either not required, are inapplicable or
have been disclosed in the notes to consolidated financial statements and
therefore have been omitted.
Item 17. Undertakings.
Insofar as indemnifications for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants 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, each of the registrants will,
unless in the opinion of their respective 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 Act and will be governed by the final adjudication of such
issue.
The undersigned registrants hereby undertake that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of the prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrants pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
Chevron Corporation hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Chevron
Corporation's annual report pursuant to Section 13(a) or 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chevron
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 the 3rd day of November, 1994.
CHEVRON CORPORATION
By /s/ Kenneth T. Derr
_________________________*
Kenneth T. Derr
Chairman of the Board and
Chief Executive Officer
By /s/ Malcolm J. McAuley
_________________________
Malcolm J. McAuley
(Attorney-in-fact)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 3rd day of November, 1994:
Principal Executive Officers:
Signature Title
--------- -----
/s/ Kenneth T. Derr * Chairman of the Board and Director
_______________________________
Kenneth T. Derr
/s/ J. Dennis Bonney * Vice-Chairman of the Board and
_______________________________ Director
J. Dennis Bonney
/s/ James N. Sullivan * Director
_______________________________
James N. Sullivan
Principal Financial Officer:
/s/ Martin R. Klitten * Vice-President, Finance
_______________________________
Martin R. Klitten
Principal Accounting Officer:
/s/ Donald G. Henderson * Vice-President and Comptroller
_______________________________
Donald G. Henderson
Directors:
/s/ Samuel H. Armacost *
_______________________________
Samuel H. Armacost
/s/ Sam Ginn *
_______________________________
Sam Ginn
/s/ Carla A. Hills *
_______________________________
Carla A. Hills
/s/ Charles M. Pigott *
_______________________________
Charles M. Pigott
/s/ Condoleezza Rice *
_______________________________
Condoleezza Rice
/s/ Bruce Smart, Jr. *
_______________________________
S. Bruce Smart, Jr.
/s/ George H. Weyerhaeuser *
_______________________________
George H. Weyerhaeuser
/s/ John A. Young *
_______________________________
John A. Young
*By /s/ Malcolm J. McAuley
_______________________________
Malcolm J. McAuley
(Attorney-in Fact)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chevron
Transport Corporation certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Hamilton, Colony of Bermuda, on the
3rd day of November, 1994.
CHEVRON TRANSPORT CORPORATION
By /s/ J. C. Wilcox-Black
---------------------
J. C. Wilcox-Black
Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints G.R. Pitman, P.I. Martin and J.C.
Wilcox-Black and each of them acting alone, his true and lawful
attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective
amendments, to this Registration Statement, and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents or their
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ G.R. Pitman President (Principal Executive November 3, 1994
__________________ Officer), Treasurer (Principal
G.R. Pitman Financial Officer), and Director
/s/ P.I. Martin Vice-President (Principal November 3, 1994
__________________ Accounting Officer) and Director
P.I. Martin
/s/ T.R. Moore Director November 3, 1994
__________________
T.R. Moore
/s/ J.C. Wilcox-Black Director November 3, 1994
__________________
J.C. Wilcox-Black
/s/ L.A. Gyorfi Director November 3, 1994
__________________
L.A. Gyorfi
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
1.1 Form of Underwriting Agreement*
5.1 Opinion of Pillsbury Madison & Sutro regarding the legality
of the Chevron Obligations*
10.1 Form of Initial Charter Guarantee by
Chevron Corporation**
10.2 Form of Bareboat Charter between [CalPetro Tankers (Bahamas
I) Limited] [CalPetro Tankers (Bahamas II) Limited]
(CalPetro Tankers (IOM) Limited] [CalPetro Tankers (Bahamas
III) Limited] and Chevron Transport Corporation**
23.1 Consent of Pillsbury Madison & Sutro (included in Exhibit
5.1)*
23.2 Consent of Price Waterhouse LLP, independent accountants
23.3 Consent of KPMG Peat Marwick LLP, independent accountants
24.1 Powers of Attorney for directors and certain officers of
Chevron Corporation
24.2 Powers of Attorney for directors and certain officers of
Chevron Transport Corporation (included on applicable
signature pages)
24.3 Certified copy of resolutions of Chevron Corporation
authorizing signature pursuant to power of attorney
- ---------------
* To be filed by amendment.
** Filed by California Petroleum and certain additional registrants as an
Statement with respect to the Term Mortgage Notes (File No.
33-79220) and incorporated by reference herein.
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 25, 1994, except as to the restated earnings per share amounts
included under the caption "Selected Financial Data - Chevron" of this Form
S-3, which is as of May 11, 1994, relating to the financial statements of
Chevron Corporation included in its Annual Report on Form 10-K for the year
ended December 31, 1993. Such report is included in Chevron's Current Report
on Form 8-K, dated October 28, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules which appears on
page 35 of Chevron Corporation's 1993 Annual Reports on Form 10-K. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
San Francisco, California
November 3, 1994
Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 of our report dated February
15, 1994, relating to the combined balance sheets of the Caltex Group of
Companies as of December 31, 1993 and 1992 and the related combined statements
of income, retained earnings and cash flows and related supporting schedules
for each of the years in the three year period ended December 31, 1993, which
report appears in Chevron Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993. We also consent to the reference to our firm
under the heading "Experts" in such Prospectus.
KPMG PEAT MARWICK LLP
Dallas, Texas
November 3, 1994
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ Kenneth T. Derr
___________________
Kenneth T. Derr
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ J. Dennis Bonney
_____________________
J. Dennis Bonney
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ James N. Sullivan
_____________________
James N. Sullivan
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ Martin R. Klitten
_____________________
Martin R. Klitten
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ Donald G. Henderson
_______________________
Donald G. Henderson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ Samuel H. Armacost
______________________
Samuel H. Armacost
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ Sam Ginn
_____________
Sam Ginn
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ Carla A. Hills
___________________
Carla A. Hills
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ Charles M. Pigott
______________________
Charles M. Pigott
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ Condoleezza Rice
_____________________
Condoleezza Rice
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ S. Bruce Smart, Jr.
________________________
S. Bruce Smart, Jr.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ George H. Weyerhaeuser
__________________________
George H. Weyerhaeuser
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, Chevron Corporation, a Delaware corporation (the
"Corporation"), contemplates filing with the Securities and Exchange
Commission at Washington, D.C., under the provisions of the Securities Act of
1933, as amended, and the regulations promulgated thereunder, a Registration
Statement on Form S-3 (and amendments thereto, including post-effective
amendments).
WHEREAS, the undersigned is an officer or director, or both, of the
Corporation.
NOW, THEREFORE, the undersigned hereby constitutes and appoints MALCOLM
J. McAULEY, HILMAN P. WALKER, TERRY MICHAEL KEE and BENJAMIN M. VANDEGRIFT, or
any of them, his or her attorneys-in-fact and agents, with full power of
substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign the aforementioned Registration
Statement (and any and all amendments thereto, including post-effective
amendments) and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes,
may lawfully do and cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 3rd day of November, 1994.
/s/ John A. Young
__________________
John A. Young
Exhibit 24.3
CERTIFICATION
CHEVRON CORPORATION
EXECUTIVE COMMITTEE
RESOLVED: That the execution by any necessary persons (either personally
or by a duly appointed attorney-in-fact) and the filing with the Securities
and Exchange Commission on behalf of the Corporation of a Registration
Statement on Form S-3 substantially in the form presented to this meeting but
with such changes therein and additions thereto as may be approved by such
executing persons, together with any exhibits, amendments or supplements
thereto as may be necessary or proper, and providing, among other things, for
the issuance by California Petroleum Transport Corporation ("California
Petroleum") of Serial First Preferred Mortgage Notes (the "Serial Notes"),
which will be payable by California Petroleum from charterhire payments to be
made by Chevron Transport Corporation ("Chevron Transport") and guaranteed by
the Corporation under bareboat charters relating to four oil tankers (the
"Charters"), are hereby approved; and be it further
RESOLVED: That the execution by any necessary persons (either personally
or by a duly appointed attorney-in-fact) and the filing with the Securities
and Exchange Commission on behalf of the Corporation of a Registration
Statement on Form S-3 substantially in the form presented to this meeting but
with such changes therein and additions thereto as may be approved by such
executing persons, together with any exhibits, amendments or supplements
thereto as may be necessary or proper, and providing, among other things, for
the issuance of Chevron Transport's obligations under the Charters and the
Corporation's guarantee of such obligations (collectively, the "Chevron
Obligations"), which are intended to fund certain payments of principal of and
interest on California Petroleum's ____% First Preferred Mortgage Notes Due
2014 (the "Term Notes") are hereby approved; and be it further
RESOLVED: That the Vice President and Chief Financial Officer, the Vice
President and Treasurer and the Assistant Treasurer, Financing and Strategy
(the "Authorized Officers"), and each of them, are authorized to execute and
deliver on behalf of the Corporation a trust indenture and an underwriting
agreement in connection with the issuance of the Serial Notes and the Chevron
Obligations, in each case in such form as may be approved by the Authorized
Officer executing and delivering the same, such execution and delivery being
conclusive evidence of such approval; and be it further
RESOLVED: That it is desirable and in the best interest of the
Corporation that the Serial Notes and the Chevron Obligations be qualified or
registered for sale in various states; that any officer of the Corporation is
authorized to determine the states in which appropriate action shall be taken
to qualify or register for sale all or such part of the Serial Notes and the
Chevron Obligations as such officer may deem advisable; that such officer is
hereby authorized to perform on behalf of the Corporation any and all such
acts as such officer may deem necessary or advisable in order to comply with
the applicable laws of any such states, and in connection therewith to execute
and file all requisite papers and documents, including, but not limited to,
applications, reports, surety bonds, irrevocable consents and appointments of
attorneys for service of process; and the execution by such officer of any
such paper or document or the doing by such officer of any act in connection
with the foregoing matters shall conclusively establish such officer's
authority therefor from the Corporation and the approval and ratification by
the Corporation of the papers and documents so executed and the action so
taken; and be it further
RESOLVED: That all actions heretofore taken on behalf of the Corporation
by any Authorized Officer or other officer of the Corporation in connection
with the transactions contemplated by the foregoing resolutions are hereby
approved and ratified; and be it further
RESOLVED: That any Authorized Officer is authorized to execute and
deliver on behalf of the Corporation all such documents and to take all such
actions as such Authorized Officer shall deem necessary or desirable in
connection with the transactions contemplated by the foregoing resolutions.
I, M. J. McAULEY, Secretary of Chevron Corporation, a Delaware
corporation, do hereby certify that the foregoing is a full, true and correct
copy of certain resolutions of the Executive Committee of said Corporation
unanimously adopted at a meeting of said Committee held at the office of said
corporation in San Francisco, California, on October 20, 1994, and that said
resolutions are in full force and unrevoked.
WITNESS my hand and the seal of said corporation this 1st day of
November, 1994.
By: /s/ M.J. McAuley
-------------------------
M.J. McAuley
Secretary
[Seal of Chevron Corporation]
