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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
(Amendment No. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
TEXACO INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 74-1383447
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
2000 Westchester Avenue
White Plains, New York 10650
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and is 12(g) of the Exchange Act and is
effective pursuant to General effective pursuant to General
Instruction A.(c), please check the Instruction A.(d), please check the
following box. |X| following box. |_|
Securities Act registration statement file number to which this form relates:
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
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Rights to Purchase Series D Junior New York Stock Exchange
Participating Preferred Stock
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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None
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This Amendment No. 1 ("Amendment No. 1") amends and supplements the Form
8-A (the "Form 8-A") originally filed on March 31, 1989 by Texaco Inc., a
Delaware corporation (the "Company"). This Amendment No. 1 relates to a recent
amendment to the Company's Amended Rights Agreement dated as of March 16, 1989,
as amended as of April 28, 1998. The Amended Rights Agreement was approved by
the stockholders of the Company on April 28, 1998 and was filed with the
Securities and Exchange Commission as Exhibit 1 to the Company's Proxy Statement
dated March 17, 1998, SEC File No. 1-27.
All capitalized terms used in this Amendment No. 1 without definition have
the meanings attributed to them in the Form 8-A.
The items of the Form 8-A set forth below are hereby amended and
supplemented as follows:
Item 1. Description of Registrant's Securities to be Registered
Item 1 is amended by adding the following paragraph immediately after the
final paragraph thereof:
On October 15, 2000, the Company entered into an Agreement and
Plan of Merger among the Company, Chevron Corporation, a Delaware
corporation, and Keepep Inc., a Delaware corporation (the "Merger
Agreement") and two related Stock Option Agreements. In connection
with these agreements and the transactions contemplated thereby, the
Company and the Rights Agent entered into Amendment No. 1 dated as of
October 15, 2000 to the Amended Rights Agreement, a copy of which is
attached hereto as Exhibit 2 and incorporated herein by reference.
Item 2. Exhibits
Item 2 is amended by adding the following language at the end thereof:
2. Amendment No. 1 to Amended Rights Agreement dated as of October 15,
2000 between Texaco Inc. and ChaseMellon Shareholder Services, L.L.C.,
as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
Date: October 25, 2000
TEXACO INC.
By: /s/ Michael H. Rudy
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Name: Michael H. Rudy
Title: Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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2. Amendment No. 1 to Amended Rights Agreement dated as of October
15, 2000 between Texaco Inc. and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent.
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