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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. 1-27
Date: November 21, 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 All Chevron Employees Dated November 21, 2000]
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Dear Fellow Employees:
While the rest of the world has been focused on the post-election drama in
Florida, we've been making good progress with our Chevron Texaco merger
integration planning activities. I'd like to update you on that progress.
The first joint (Chevron, Texaco, Caltex) integration team meetings were held
last week in San Ramon. My Texaco counterpart, Pat Lynch, best summed things
up: "This has been beyond my expectations about what we could accomplish in less
than 48 hours."
I'd like to reiterate that the objective of the integration teams is to make
recommendations that will enable us to create an organization to compete with
the best in the industry and quickly obtain our $1.2 billion synergy goal.
At the same time -- and I'm repeating this because it's so important -- we need
to maintain the high performance of our ongoing business during the transition
period. I want to thank the many employees who have demonstrated their support
for this important objective. Staying focused on our current strategies and on
achieving our financial performance goals is critical to our success now and in
the future.
Also remember, Chevron and Texaco remain competitors pending completion of the
merger. Contact with Texaco should be restricted to normal business dealings
and authorized merger integration activities, which are being conducted in a way
to ensure compliance with antitrust laws.
In the last two weeks, we have:
. Set up the Integration Management Office and our CPDEP project management
structure, including outlining how decisions will be made over the next six
months.
. Established the new team mentioned in my last letter: the People Integration
Team, headed by Greg Matiuk (Chevron VP, Human Resources) and Janet Stoner
(Texaco VP, Human Resources). This team will develop guidance on selection
and severance processes, change management and critical employee-oriented
activities.
. Established an e-mail address to receive employee questions and comments.
. Begun developing our data requirements to assess merger synergy
opportunities.
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. Established team charters, outlining the roles and responsibilities for each
integration team.
. Held meetings with senior executives from all three companies to discuss
post-merger business direction and high-level organization issues for
upstream, downstream, power and midstream, technology and alternate energy,
and HR.
. Held separate Chevron and Texaco team leader kickoff meetings to talk about
team organization and processes.
At the report out on Friday after the first joint integration team meetings I
mentioned earlier, the leader of each team provided an overview of their work
plans, structures, possible areas of synergy and issues and challenges they
face, particularly surrounding data collection and cross-functional
interdependencies.
Dave O'Reilly also addressed the group. He explained that the aggressive work
schedule would help minimize periods of uncertainty for employees of all three
companies and ensure that integration planning would be completed when the U.S.
Federal Trade Commission completes its regulatory process.
Thank you again for your comments and support. I'll continue to keep you
updated on our progress at least every other week, with additional updates as
we're ready to announce significant decisions.
John Watson
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