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Filed by Chevron Corporation Pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Subject Company: Texaco Inc.
Commission File No. 001-00027
Date: November 8, 2000
Except for the historical and present factual information contained herein,
the matters set forth in this filing, including statements as to the expected
benefits of the merger such as efficiencies, cost savings, market profile and
financial strength, and the competitive ability and position of the combined
company, and other statements identified by words such as "expects," "projects,"
"plans," and similar expressions are forward-looking statements within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially, including the
possibility that the anticipated benefits from the merger cannot be fully
realized, the possibility that costs or difficulties related to the integration
of our businesses will be greater than expected, the impact of competition and
other risk factors relating to our industry as detailed from time to time in
each of Chevron's and Texaco's reports filed with the SEC. Chevron and Texaco
disclaim any responsibility to update these forward-looking statements.
Chevron and Texaco will file a proxy statement/prospectus and other
relevant documents concerning the proposed merger transaction with the SEC.
Investors are urged to read the proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC because they will
contain important information. You will be able to obtain the documents free of
charge at the website maintained by the SEC at www.sec.gov. In addition, you may
obtain documents filed with the SEC by Chevron free of charge by requesting them
in writing from Chevron Corporation, 575 Market Street, San Francisco, CA 94105,
Attention: Corporate Secretary, or by telephone at (415) 894-7700. You may
obtain documents filed with the SEC by Texaco free of charge by requesting them
in writing from Texaco Inc., 2000 Westchester Avenue, White Plains, New York
10650, Attention: Secretary, or by telephone at (914) 253-4000.
Chevron and Texaco, and their respective directors and executive officers,
may be deemed to be participants in the solicitation of proxies from the
stockholders of Chevron and Texaco in connection with the merger. Information
about the directors and executive officers of Chevron and their ownership of
Chevron stock is set forth in the proxy statement for Chevron's 2000 annual
meeting of stockholders. Information about the directors and executive officers
of Texaco and their ownership of Texaco stock is set forth in the proxy
statement for Texaco's 2000 annual meeting of stockholders. Investors may obtain
additional information regarding the
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interests of such participants by reading the proxy statement/prospectus when it
becomes available.
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[Letter to the Editor appearing the November 8, 2000 edition of the San
Francisco Chronicle]
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Editor-On behalf of Chevron's 31,000 worldwide employees, I am compelled to
address investment advisor Blaine Townsend's Oct. 23 opinion piece regarding our
proposed merger with Texaco.
Townsend's attempt to assess what the merger will mean for consumers, the
environment, our employees and our partner countries was not based in fact.
Rather than engage in conjecture, I'd like to offer a balanced and fact-based
perspective about the proposed merger. Let's look at Chevron's record.
Competition in the California gasoline market will be preserved. The Federal
Trade Commission will review the proposal and make decisions in the best
interests of consumers.
Chevron's demonstrated commitment to protecting people and the environment is,
and will remain, our No. 1 priority.
One demonstration of our commitment to diversity is the fact that Chevron was
the first major oil company to offer domestic partners benefits to its
employees.
Chevron is one of the first official signatories of the Global Sullivan
Principles, which address issues of corporate social responsibility.
Chevron is proud of its long history of providing consumers with stable,
plentiful and safe supplies of affordable energy. We're proud to be the largest
manufacturer of the cleanest gasoline in the world. Combining the strengths of
Chevron and Texaco will help ensure that an American company is well positioned
to help fulfill America's and other nation's energy needs for the foreseeable
future.
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We invite people interested in learning more about our global activities to
visit our Web site, www.Chevron.com.
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