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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: November 23, 1998
(Date of earliest event reported)
CHEVRON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-368-2 94-0890210
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
575 Market Street, San Francisco, CA 94105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 894-7700
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Item 5. Other Events.
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On November 23, 1998, the Board of Directors declared a dividend
distribution on each outstanding share of Common Stock of one Right to purchase
Chevron's Series A Participating Preferred Stock. The dividend will be paid to
stockholders of record at the close of business on December 3, 1998. No income
was recognized by stockholders for tax purposes on payment of the dividend. The
Rights are not now exercisable, and it is not known at this time whether they
ever will be exercisable. No action can be taken by holders of Rights at this
time. The Rights will expire on the earlier of (1) November 23, 2008, or (2)
redemption or exchange of the Rights as described below.
In general, until the Rights are exercisable or are redeemed or exchanged
or expire unexercised, each Right is associated with and cannot be separated
from the underlying share of Common Stock on which the right was declared as a
dividend. Accordingly, until the Rights are separate from the Common Stock, (1)
each holder of outstanding shares of Common Stock is also the holder of an equal
number of Rights, (2) any sale or other transfer of shares of Common Stock by a
holder thereof also will cause a transfer of the associated Rights, (3) no
income or loss will be recognized with respect to the sale of Rights incident to
a sale of Common Stock, and (4) no certificates will be issued to evidence
ownership of the Rights, but certificates for shares of Common Stock issued
after the Record Date will refer to the associated Rights. Until a Right is
exercised, it confers no rights as a stockholder, including, without limitation,
the right to vote or to receive dividends.
The Rights will separate from the Common Stock if there is a "Distribution
Date." A Distribution Date would occur upon the earliest to happen of (1) a
public announcement that someone has become an "Acquiring Person," meaning that
such person (including affiliated or associated persons or entities) has
acquired, or obtained the right to acquire, beneficial ownership of 10 percent
or more of the outstanding shares of Common Stock, other than as a result of
repurchases of stock by Chevron, or (2) 10 days (unless such date is extended by
the Board of Directors) having elapsed following the commencement of (or a
public announcement of an intention to make) a tender offer or exchange offer
that would result in someone becoming an Acquiring Person. If a Distribution
Date occurs, the Rights will become exercisable and separately tradable, and
Chevron will issue certificates for the Rights as soon as possible.
The Preferred Stock purchasable upon exercise of the Rights will be
nonredeemable and junior to any other series of preferred stock Chevron may
issue (unless otherwise provided in the terms of such stock). Each share of
Preferred Stock will have a preferential quarterly dividend in an amount equal
to 1,000 times the dividend declared on each share of Common Stock, but in no
event less than $25. In the event of liquidation, the holders of shares of
Preferred Stock will receive a preferred liquidation payment equal to the
greater of $1,000 or 1,000 times the payment made per each share of Common
Stock.
Each share of Preferred Stock will have 1,000 votes, voting together with
the shares of Common Stock. In the event of any merger, consolidation or other
transaction in which shares of Common Stock are exchanged, each share of
Preferred Stock will be entitled to receive 1,000 times the amount and type of
consideration received per share of Common Stock. The rights of the Preferred
Stock as to dividends, liquidation and voting, and in the event of mergers and
consolidations, are protected by customary anti-dilution provisions.
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The amount of Preferred Stock that the holder of a Right is entitled to
receive upon exercise of a Right and the Purchase Price payable upon exercise of
a Right are both subject to adjustment. Initially, the Purchase Price is $320
per Right. If no one has yet become an Acquiring Person, payment of the Purchase
Price entitles the holder of a Right to receive only one one-thousandth of a
share of Preferred Stock. If someone has become an Acquiring Person, however,
payment of the Purchase Price entitles the holder to receive a number of one
one-thousandth shares having a value, based on the then current market value of
the Common Stock, equal to two times the Purchase Price. In addition, if someone
has become an Acquiring Person, and thereafter Chevron is involved in a merger
or other business combination transaction, a holder of a Right also will be able
to acquire, upon payment of the Purchase Price, Common Stock of Chevron or its
successor having a value, based on the market value of Chevron or its successor
at the time of the transaction, equal to twice the value of the Purchase Price.
Some limitations apply to the timing of exercise of the Rights, and any Rights
belonging to an Acquiring Person are null and void.
The Board of Directors may redeem the Rights in whole, but not in part, at
the Redemption Price of $0.01 per Right, at any time before there is an
Acquiring Person. After there is an Acquiring Person, the Rights may be redeemed
only in very limited circumstances. However, the Board of Directors may in some
cases also exchange all or part of the then outstanding and exercisable Rights
(except for Rights that have become void) for shares of Common Stock at a rate
of one share of Common Stock (or substitute consideration) per Right. Upon
redemption or exchange, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption Price or
the exchange consideration, as applicable.
A full description of the Rights is set forth in the Rights Agreement
between Chevron and the Rights Agent, ChaseMellon Shareholder Services, L.L.C. A
copy of the Rights Agreement has been filed with the Securities and Exchange
Commission as an exhibit to a Registration Statement on Form 8-A. THIS SUMMARY
DESCRIPTION OF THE RIGHTS DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO THE RIGHTS AGREEMENT, WHICH IS INCORPORATED HEREIN
BY REFERENCE.
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Item 7. Financial Statements and Exhibits.
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(c) Exhibits
4.1 Rights Agreement dated as of November 23, 1998 between Chevron
Corporation and ChaseMellon Shareholder Services, L.L.C.,
which includes as Exhibit B the form of Rights Certificate.
Pursuant to the Rights Agreement, Rights Certificates will not
be mailed until the earlier of (i) a public announcement that
a person or a group of affiliated or associated persons has
acquired beneficial ownership of securities representing 10%
or more of the outstanding common stock or (ii) ten days after
a person or a group of affiliated or associated persons has
commenced or announced an intent to commence a tender offer or
exchange offer which, upon consummation thereof, would cause
such person or group to own beneficially securities
representing 10% or more of the outstanding common stock
(filed as Exhibit 4.1 to the Company's Registration Statement
on Form 8-A relating to the Series A Participating Preferred
Stock Purchase Rights and incorporated herein by reference).
99.1 Press release dated November 23, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 23, 1998.
CHEVRON CORPORATION
By /s/ LYDIA I. BEEBE
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Lydia I. Beebe
Secretary
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EXHIBIT INDEX
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EXHIBIT
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4.1 Rights Agreement dated as of November 23, 1998 between Chevron
Corporation and ChaseMellon Shareholder Services, L.L.C.,
which includes as Exhibit B the form of Rights Certificate.
Pursuant to the Rights Agreement, Rights Certificates will not
be mailed until the earlier of (i) a public announcement that
a person or a group of affiliated or associated persons has
acquired beneficial ownership of securities representing 10%
or more of the outstanding common stock or (ii) ten days after
a person or a group of affiliated or associated persons has
commenced or announced an intent to commence a tender offer or
exchange offer which, upon consummation thereof, would cause
such person or group to own beneficially securities
representing 10% or more of the outstanding common stock
(filed as Exhibit 4.1 to the Company's Registration Statement
on Form 8-A relating to the Series A Participating Preferred
Stock Purchase Rights and incorporated herein by reference).
99.1 Press release dated November 23, 1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CHEVRON RENEWS STOCKHOLDER RIGHTS PLAN
SAN FRANCISCO, Nov. 23 -- Chevron Corp.'s Board of Directors today adopted
a new Stockholder Rights Plan to replace a similar plan, adopted in 1988, that
expired yesterday. A Summary of Rights will be mailed to stockholders in
December.
As part of its action, the Board intends to review the plan at least every
third year to ensure that it remains consistent with stockholder interests. The
review would be carried out by the Board Nominating and Governance Committee,
which is composed exclusively of non-employee directors.
Integral to the plan is a rights dividend payable on shares of Chevron's
common stock. Under the Rights Agreement, one right to purchase Series A
Participating Preferred Stock will be allocated to each share of common stock
held of record at the close of business Dec. 3, 1998. Initially, the rights will
not be exercisable and cannot be separated from shares of Chevron common stock.
The rights would become exercisable and trade independently after either: 1) an
acquirer announces publicly that it has obtained ownership, or the right to take
ownership, of 10 percent or more of the company's outstanding shares, or 2) 10
days lapse after a hostile tender offer commences to acquire 10 percent or more
of the company's outstanding shares.
The rights will expire Nov. 23, 2008, or earlier if they become exercisable
and are redeemed or exchanged.
A copy of the Rights Agreement will be available by Dec. 3, 1998, at
www.chevron.com or by writing to the Corporate Secretary.
# # #
11/23/98
Contact: Mike Libbey -- (415) 894-4440
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