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UNITED STATES
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 (Date of earliest event reported):
November 4, 1997
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TEXACO INC.
(Exact name of registrant as specified in its charter)
Delaware 1-27 74-1383447
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation) Number) Identification Number)
2000 Westchester Avenue, 10650
White Plains, New York (Zip Code)
(Address of principal executive offices)
(914) 253-4000
(Registrant's telephone number, including area code)
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Item 5. Other Events
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On November 4, 1997, the shareholders of Monterey Resources,
Inc. ("Monterey"), approved the merger of Monterey with a
subsidiary of the Registrant, and the merger became effective
on that date. Under the terms of the merger, Monterey
shareholders will receive 0.3471 shares of Texaco Common Stock
for each share of Monterey Common Stock, which will result in
the issuance of 19,018,624 shares of Texaco Inc. Common Stock,
if all Monterey shares are converted. As a result of the
merger, Monterey became a wholly-owned subsidiary of the
Registrant.
In this connection, on November 4, 1997, the Registrant issued
a Press Release entitled "Monterey Resources Shareholders
Approve Merger With Texaco," a copy of which is attached
hereto as Exhibit 99.1 and made a part hereof.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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99.1 Press Release issued by Texaco Inc. dated November 4, 1997,
entitled "Monterey Resources Shareholders Approve Merger
with Texaco."
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SIGNATURES
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.
TEXACO INC.
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(Registrant)
By: R. E. KOCH
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(Assistant Secretary)
Date: November 6, 1997
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EXHIBIT 99.1
MONTEREY RESOURCES SHAREHOLDERS
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APPROVE MERGER WITH TEXACO
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FOR IMMEDIATE RELEASE: TUESDAY, NOVEMBER 4, 1997.
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WHITE PLAINS, N.Y., & BAKERSFIELD, CALIF., Nov. 4 - Texaco Inc.
announced today that the shareholders of Monterey Resources, Inc. overwhelmingly
approved the merger of Monterey with Texaco.
Under terms of the agreement, Monterey Resources shareholders will
receive 0.3471 shares of Texaco common stock for each share of Monterey stock.
As a result of the merger, Monterey will become a wholly owned subsidiary of
Texaco, thereby enabling Texaco to maximize the potential value of Monterey's
oil and gas assets.
The transaction will immediately increase Texaco's California
production by 54,000 barrels per day, to 180,000 barrels per day. In addition,
substantial growth in production is anticipated over the next few years.
Commenting on the merger, Texaco Chairman and Chief Executive Officer
Peter I. Bijur said, "The combination of significant reserves and talented
employees will enable us to further capitalize on our expertise in heavy crude
oil production. Through technological leadership and the employment of best
practices, we will build on Texaco's existing success in the U.S. upstream
sector."
R. Graham Whaling, Chairman and Chief Executive Officer of Monterey
Resources, said, "The results of the vote certainly endorse the merger of
Monterey into Texaco. We are pleased that the transaction adds significant value
for our shareholders and job opportunities for our employees."
Claire S. Farley, Vice President of Texaco and President, North America
Production, added, "We have adopted the phrase 'Building the Best Future
Together' to express Texaco and Monterey's shared ambition of effectively
merging these two organizations. We are confident this merger will allow us to
continue our momentum in building an outstanding and competitive business."
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EDITORS NOTE: This press release contains projections and other forward-looking
statements within the meaning of section 21E of the Securities and Exchange Act
of 1934. These projections and statements reflect the companies' current views
with respect to future crude oil production. No assurances can be given,
however, that these levels of production will be achieved and actual results
could differ materially from those projected as a result of certain factors. A
discussion of these factors is included in the companies' periodic reports filed
with the Securities and Exchange Commission.
CONTACTS: Faye Cox 805-326-4533
Chris Gidez 914-253-4042
