SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: October 9, 2001
(Date of earliest event reported)
ChevronTexaco Corporation
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(Exact name of registrant as specified in its charter)
Delaware 1-368-2 94-0890210
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
575 Market Street, San Francisco, CA 94105
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(Address of principal executive offices including Zip Code)
Registrant's telephone number, including area code: (415) 894-7700
NONE
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(Former name or former address, if changed since last report)
PORTIONS AMENDED
The registrant hereby amends Item 7 of its Current Report on Form 8-K filed on
October 9, 2001, in its entirety, as set forth below.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial statements of businesses acquired.
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The audited financial statements of Texaco Inc. and subsidiary
companies as of December 31, 2000 and 1999 and for each of the three
years in the period ended December 31, 2000, found on pages 44 to 70 of
the Annual Report to Stockholders of Texaco Inc. for the fiscal year
ended December 31, 2000, filed as Exhibit 13 to Texaco's Annual Report
on Form 10-K for the year ended December 31, 2000 (filed with the SEC
on March 26, 2001), are incorporated herein by reference.
The unaudited financial statements of Texaco Inc. and subsidiary
companies for the quarterly period ended June 30, 2001, included in
Texaco Inc.'s Quarterly Report on Form 10-Q for the quarter ended June
30, 2001, filed on August 9, 2001, are incorporated herein by
reference.
(b) Pro forma financial information.
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The following required pro forma financial information is attached
hereto as Exhibit 99.4 and incorporated herein by reference:
Introduction to unaudited pro forma condensed combined financial
statements.
Unaudited Pro Forma Condensed Combined Financial Statements.
Unaudited pro forma condensed combined balance sheet of Chevron
and Texaco as of June 30, 2001.
Unaudited pro forma condensed combined statements of income of
Chevron and Texaco for the six months ended June 30, 2001 and 2000
and for the years ended December 31, 2000, 1999 and 1998.
Notes to unaudited pro forma condensed combined financial
statements.
(c) Exhibits.
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2.1 Agreement and Plan of Merger, dated as of October 15, 2000,
among Chevron Corporation, Texaco Inc. and Keepep Inc.
(incorporated by reference to Annex A to the joint proxy
statement/prospectus, dated August 27, 2001, that forms a part
of Chevron Corporation's Registration Statement on Form S-4/A
filed August 27, 2001 (File No. 333-54240)).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of
March 30, 2001, among Chevron Corporation, Texaco Inc. and Keepep
Inc. (incorporated by reference to Annex A-1 to the joint proxy
statement/prospectus, dated August 27, 2001, that forms a part of
Chevron Corporation's Registration Statement on Form S-4/A filed
August 27, 2001 (File No. 333-54240)).
23.1* Consent of Arthur Andersen LLP.
99.1 Press Release dated October 9, 2001 (previously filed as
Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
on October 9, 2001).
99.2 The audited financial statements of Texaco and subsidiary
companies as of December 31, 2000 and 1999 and for each of the
three years in the period ended December 31, 2000 (incorporated by
reference to pages 44 to 70 of the Annual Report to Stockholders
of Texaco for the fiscal year ended December 31, 2000, filed as
Exhibit 13 to Texaco's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 filed on March 26, 2001, SEC File
No. 1-27).
99.3 The unaudited financial statements of Texaco and subsidiary
companies for the quarterly period ended June 30, 2001
(incorporated by reference to Texaco's Quarterly Report on Form
10-Q for the quarter ended June 30, 2001 filed on August 9, 2001,
SEC File No. 1-27).
99.4* Introduction to unaudited pro forma condensed combined
financial statements.
Unaudited Pro Forma Condensed Combined Financial Statements.
Unaudited pro forma condensed combined balance sheet of Chevron
and Texaco as of June 30, 2001.
Unaudited pro forma condensed combined statements of income of
Chevron and Texaco for the six months ended June 30, 2001 and
2000 and for the years ended December 31, 2000, 1999 and 1998.
Notes to unaudited pro forma condensed combined financial
statements.
* Filed herewith
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934,
ChevronTexaco has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: October 19, 2001
CHEVRONTEXACO CORPORATION
By /s/ S.J. Crowe
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S. J. Crowe, Vice President and
Comptroller
(Principal Accounting Officer and
Duly Authorized Officer)
Exhibit Index
2.1 Agreement and Plan of Merger, dated as of October 15, 2000,
among Chevron Corporation, Texaco Inc. and Keepep Inc.
(incorporated by reference to Annex A to the joint proxy
statement/prospectus, dated August 27, 2001, that forms a
part of Chevron Corporation's Registration Statement on
Form S-4/A filed August 27, 2001 (File No. 333-54240)).
2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as
of March 30, 2001, among Chevron Corporation, Texaco Inc.
and Keepep Inc. (incorporated by reference to Annex A-1 to
the joint proxy statement/prospectus, dated
August 27, 2001, that forms a part of Chevron Corporation's
Registration Statement on Form S-4/A filed August 27, 2001
(File No. 333-54240)).
23.1* Consent of Arthur Andersen LLP.
99.1 Press Release dated October 9, 2001 (previously filed as
Exhibit 99.1 to the registrant's Current Report on Form 8-K
filed on October 9, 2001).
99.2 The audited financial statements of Texaco and subsidiary
companies as of December 31, 2000 and 1999 and for each of
the three years in the period ended December 31, 2000
(incorporated by reference to pages 44 to 70 of the
Annual Report to Stockholders of Texaco for the fiscal year
ended December 31, 2000, filed as Exhibit 13 to Texaco's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2000 filed on March 26, 2001,
SEC File No. 1-27).
99.3 The unaudited financial statements of Texaco and subsidiary
companies for the quarterly period ended June 30, 2001
(incorporated by reference to Texaco's Quarterly Report on
Form 10-Q for the quarter ended June 30, 2001 filed on
August 9, 2001, SEC File No. 1-27).
99.4* Introduction to unaudited pro forma condensed combined
financial statements. Unaudited Pro Forma Condensed
Combined Financial Statements. Unaudited pro forma
condensed combined balance sheet of Chevron and Texaco as
of June 30, 2001. Unaudited pro forma condensed combined
statements of income of Chevron and Texaco for the six
months ended June 30, 2001 and 2000 and for the years ended
December 31, 2000, 1999 and 1998. Notes to unaudited pro
forma condensed combined financial statements.
* Filed herewith.