================================================================================ 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) ================================================================================ 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." 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 -----------------