As filed with the Securities and Exchange Commission on December 7, 2000.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHEVRON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-0890210
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
575 Market Street
San Francisco, California 94105
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(Address of Principal (Zip Code)
Executive Offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered Each class is to be registered
Series A Participating Preferred Chicago Stock Exchange
Stock Purchase Rights New York Stock Exchange
_____________________________ Pacific Exchange
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: _________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of class)
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This Amendment No. 1 ("Amendment No. 1") hereby amends and restates the
Registration Statement on Form 8-A (the "Registration Statement") filed by
Chevron Corporation (the "Registrant") on November 25, 1998 relating to the
rights distributed to the stockholders of the Registrant in connection with the
Rights Agreement, dated as of November 23, 1998 (the "Rights Agreement"), by and
between the Registrant and ChaseMellon Shareholder Services, L.L.C., as rights
agent. The Rights Agreement was recently amended by Amendment No. 1 thereto,
dated October 15, 2000. This amendment is reflected in this Amendment No. 1.
Item 1. Description of Registrant's Securities to be Registered.
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 (unless such person is Texaco, Inc., in which case, 20
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.
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
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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.,
as amended by Amendment No. 1 to Rights Agreement between Chevron and the Rights
Agent. A copy of the Rights Agreement and Amendment No. 1 thereto is filed as an
exhibit to this Registration Statement. THIS SUMMARY DESCRIPTION OF THE RIGHTS
DOES NOT PURPORT TO BE COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
THE RIGHTS AGREEMENT AND AMENDMENT NO. 1 THERETO, WHICH ARE INCORPORATED HEREIN
BY REFERENCE.
Item 2. Exhibits.
4.1 Rights Agreement, dated as of November 23, 1998, between the
Registrant and ChaseMellon Shareholder Services, L.L.C, as rights agent, which
includes as Exhibit B the form of Rights Certificate.
(Incorporated by reference to Exhibit 4.1 of the Registration Statement.)
4.2 Amendment No. 1 to Rights Agreement, dated as of October 15, 2000,
between the Registrant and ChaseMellon Shareholder Services, L.L.C., as rights
agent.
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SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, on December 7,
2000.
CHEVRON CORPORATION
By /S/ LYDIA I. BEEBE
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Lydia I. Beebe
Corporate Secretary
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INDEX TO EXHIBITS
4.1 Rights Agreement, dated as of November 23, 1998, between the Registrant
and ChaseMellon Shareholder Services, L.L.C, as rights agent, which
includes as Exhibit B the form of Rights Certificate. (Incorporated
herein by reference to Exhibit 4.1 of the Registration Statement.)
4.2 Amendment No. 1 to Rights Agreement, dated as of October 15, 2000,
between the Registrant and ChaseMellon Shareholder Services, L.L.C.
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