================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
----------
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):
April 28, 1998
----------
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)
================================================================================
<PAGE>
Item 5. Other Events
- --------------------
On April 28, 1998, the stockholders of the Registrant approved an amendment to
the Registrant's Rights Agreement, dated March 16, 1989, between the Registrant
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent ("Agreement"). The
amendment extends the expiration date of the Agreement until May 1, 2004.
Pursuant to the Agreement, in 1989 the Registrant declared a dividend
distribution of one Right (adjusted in 1997 to one-half Right due to a
two-for-one stock split) for each outstanding share of common stock. Unless
redeemed by the Registrant, the Rights will be exercisable only after a person
acquires, obtains the right to acquire or commences a tender offer that would
result in that person acquiring 20% or more of the outstanding common stock
other than pursuant to a Qualifying Offer. A Qualifying Offer is an all-cash,
fully financed tender offer for all outstanding shares of common stock which
remains open for 45 days, which results in the acquiror owning a majority of the
Registrant's voting stock, and in which the acquiror agrees to purchase for cash
all remaining shares of common stock. The Rights entitle holders to purchase
from the Registrant Units of the Registrant's Series D Junior Participating
Preferred Stock (Series D). In general, each Right entitles the holder to
acquire shares of Series D, or in certain cases common stock, property or other
securities at a formula value equal to two times the exercise price of the
Right.
A copy of the Agreement, as amended as of April 28, 1998, is incorporated herein
by reference to Exhibit 1, pages 40 through 78, of the Registrant's proxy
statement dated March 17, 1998. Exhibit 1 includes a Form of Summary of Rights.
The foregoing description of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ---------------------------------------------------------------------------
(C) Exhibits
99.1 Form of Amended Rights Agreement, dated March 16, 1989, as amended as
of April 28, 1998, between Texaco Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, incorporated herein by reference to
Exhibit 1, pages 40 through 78, of Texaco Inc.'s proxy statement dated
March 17, 1998, SEC File No. 1-27.
<PAGE>
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.
---------------------
(Registrant)
By: R.E. KOCH
---------------------
(Assistant Secretary)
Date: April 29, 1998
--------------
