================================================================================
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):
September 3, 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
- ---------------------
1. On September 3, 1998, Texaco Inc. and Shell Oil Company
announced that they have signed a non-binding Memorandum of
Understanding with the intention of forming an alliance for
their European oil products marketing and manufacturing
activities.
In this connection, on September 3, 1998, the Registrant
issued a Press Release entitled "Texaco and Shell Announce
Signing of Memorandum of Understanding on European Marketing &
Manufacturing Venture," 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
- ---------------------------------------------------------------------------
(c) Exhibits
99.1 Press Release issued by the Registrant dated September 3,
1998, entitled "Texaco and Shell Announce Signing of
Memorandum of Understanding on European Marketing &
Manufacturing Venture."
<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: K. M. Anderson
-----------------------
(Secretary)
Date: September 3, 1998
-----------------
EXHIBIT 99.1
TEXACO AND SHELL ANNOUNCE
-------------------------
SIGNING OF MEMORANDUM OF UNDERSTANDING ON
-----------------------------------------
EUROPEAN MARKETING & MANUFACTURING VENTURE
------------------------------------------
FOR IMMEDIATE RELEASE: THURSDAY, SEPTEMBER 3, 1998
- ------------------------------------------------------
LONDON, U.K., September 3rd - Texaco and Shell Europe Oil Products today
announced the signing of a non-binding Memorandum Of Understanding (MOU) with
the intention of establishing an alliance for their European oil products
marketing and manufacturing activities. This MOU culminates talks that began in
1997.
The proposed venture would draw upon the combined strengths of Shell and Texaco,
with the aim of improving shareholder returns and value for customers in the
highly competitive European market. The proposed venture would market using both
the Shell and Texaco brands.
The two companies will now undertake detailed discussions with the goal of
finalising agreement on the formation of a new joint venture as soon as
possible. Subject to final definitive agreements, regulatory reviews and staff
consultation procedures, the new venture could be operational by mid-1999.
Under the terms of the MOU, Shell companies will have an interest of 88% and
Texaco 12% of the new venture, with certain governance matters requiring joint
agreement.
The proposed alliance would not involve the companies' other activities in
Europe or their LPG, coolants, international aviation and marine products
businesses. The new venture would be in addition to the Shell-Texaco joint
ventures in the United States.
- xxx -
(This press release contains projections and other forward-looking statements
within the meaning of section 21E of the U.S. Securities Exchange Act of 1934.
These projections and statements reflect Texaco's current views with respect to
future revenues. No assurances can be given, however, that these projections
will be achieved, and actual results could differ materially from those
projected as a result of certain factors, such as market conditions and other
factors included in Texaco's periodic reports filed with the Securities and
Exchange Commission.)
<PAGE>
Note to Editors: The attached fact sheet outlines significant details of the
assets anticipated to be included in the proposed joint venture.
For more information contact:
Texaco: New York Public Relations
Kelly McAndrew 001 914 253 6295
Chris Gidez 001 914 253 4042
London Press Office
Paul Bray 0171 719 4452
Rachel Moore 0171 719 4459 or 4477
Shell: London Press Office
Eric Nickson 0171 934 4488
Additional Texaco information is available on the World Wide Web at
http://www.texaco.com
- ---------------------
<PAGE>
FACT SHEET:
PROPOSED SHELL/TEXACO
EUROPEAN MARKETING & MANUFACTURING ALLIANCE
(Note: All Numbers as of end 1997)
<TABLE>
<CAPTION>
EMPLOYEES (including subsidiaries)
SHELL TEXACO
<S> <C> <C>
25,000 4,300
</TABLE>
<TABLE>
<CAPTION>
REFINERIES (figures in brackets are: % equity interest and capacity
- -------------------------------------------------------------------
in 1,000 barrels per day)
- -------------------------
SHELL TEXACO
----- ------
<S> <C>
Stanlow, UK (100%, 260) Pembroke, United Kingdom (100% 190)
Shell Haven, UK (100%, 92)
Eastham, UK (50%, 20)
Pernis, Netherlands (100%, 374) Rotterdam, The Netherlands (35%, 140)
Godorf, Germany (100%, 170)
Harburg, Germany (100%, 102)
Petit-Couronne, France (100%, 141)
Berre-l-Etang, France (100%, 127)
Vendenheim, France (65%, 80)
Fredericia, Denmark (100%, 70)
Gothenburg, Sweden (100%, 81)
Cressier, Switzerland (100%, 60)
Sola, Norway (100%, 53)
Mersin, Turkey (27%, 100 - for sale)
Pantano di Grano (20%, 85)
Litvinov, Czech Republic (16%, 110)
Kralupy, Czech Republic (16%, 68)
</TABLE>
<TABLE>
<CAPTION>
MARKETING (BY COUNTRY) - Branded outlets
- ----------------------------------------
COUNTRY SHELL TEXACO
------- ----- ------
<S> <C> <C>
Austria 431
Belgium/Luxembourg 448 483
Central and Eastern Europe 365 19 Poland
Denmark 276 (See notes, below)
Finland 434
France 1,406
Germany 1,715
Greece 780 373
Italy 1,759
Rep. Of Ireland 340 432
Netherlands 800 557
Norway 449 (See notes, below)
Portugal 250
Spain 285 55
Sweden 602
Switzerland 547
Turkey 608
(for sale)
United Kingdom 1,459 1,065
(Excluding 382 Gulf sites
acquired Dec. 8, 1997)
------ -----
TOTAL: 12,954 2,984
</TABLE>
NOTE: Hydro-Texaco Holdings is a joint venture of Texaco and Norsk Hydro, formed
in December 1994, that sells petroleum products in Norway, Denmark and the
Baltic states. Altogether, Hydro Texaco operates approximately 990 branded
sites.
<TABLE>
<CAPTION>
LUBES PLANTS
- ------------
SHELL TEXACO
----- ------
<S> <C> <C>
13 3
</TABLE>
<TABLE>
<CAPTION>
TERMINALS
<S> <C>
SHELL (including refinery terminals) TEXACO
------------------------------------ ------
78 - 100% owned 11 - 100% owned
255 - JVs, Equity interest or throughput 23 - JVs, Equity
interest or throughput
</TABLE>
