Filed Pursuant To Rule 424B(2)
Registration No. 33-63996
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PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 14, 1993)
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[LOGO]
$150,000,000
Texaco Capital Inc.
7.09% Guaranteed Notes Due 2007
Payment of principal and interest is unconditionally guaranteed by
Texaco Inc.
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INTEREST PAYABLE FEBRUARY 1 AND AUGUST 1 DUE FEBRUARY 1, 2007
THE NOTES ARE UNSECURED OBLIGATIONS OF TEXACO CAPITAL INC. (THE "COMPANY") AND
WILL NOT BE REDEEMABLE PRIOR TO STATED MATURITY.
THE NOTES WILL BE REPRESENTED BY ONE OR MORE GLOBAL SECURITIES (THE "GLOBAL
SECURITIES") REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY ("DTC") OR
ITS NOMINEE. BENEFICIAL INTERESTS IN THE GLOBAL SECURITIES WILL BE SHOWN ON AND
TRANSFERS THEREOF WILL BE EFFECTED ONLY THROUGH RECORDS MAINTAINED BY DTC AND
ITS PARTICIPANTS. EXCEPT AS PROVIDED HEREIN, NOTES IN DEFINITIVE FORM WILL NOT
BE ISSUED.
THE NOTES WILL TRADE IN DTC'S SAME-DAY FUNDS SETTLEMENT SYSTEM. ALL PAYMENTS OF
PRINCIPAL AND INTEREST ON GLOBAL SECURITIES WILL BE MADE BY THE COMPANY IN
IMMEDIATELY AVAILABLE FUNDS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COM-
MISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT COMPANY(1)(2)
PER NOTE 100% 0.65% 99.35%
TOTAL $150,000,000 $975,000 $149,025,000
(1) PLUS ACCRUED INTEREST FROM FEBRUARY 3, 1997, IF ANY.
(2) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED TO BE $150,000.
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THE NOTES OFFERED HEREBY ARE OFFERED SEVERALLY BY THE UNDERWRITERS, AS
SPECIFIED HEREIN, SUBJECT TO RECEIPT AND ACCEPTANCE BY THEM AND SUBJECT TO THEIR
RIGHT TO REJECT ANY ORDER IN WHOLE OR IN PART. IT IS EXPECTED THAT THE NOTES
WILL BE READY FOR DELIVERY IN BOOK-ENTRY FORM ONLY THROUGH THE FACILITITES OF
DTC IN NEW YORK, NEW YORK ON OR ABOUT FEBRUARY 3, 1997 AGAINST PAYMENT THEREFOR
IN IMMEDIATELY AVAILABLE FUNDS.
Blaylock & Partners, L.P.
WR Lazard Laidlaw & Luther Inc. Muriel Siebert & Co. Inc.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 27, 1997
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
ADDENDUM--DOCUMENTS INCORPORATED BY REFERENCE
The Commission maintains a World Wide Web site that contains reports, proxy
and information statements and other information regarding Texaco Inc. The
address of such site is: http://www.sec.gov.
SELECTED FINANCIAL DATA OF TEXACO
CONSOLIDATED SHORT-TERM DEBT AND CAPITALIZATION
The following table sets forth the consolidated short-term debt and
capitalization of Texaco as of September 30, 1996:
(MILLIONS OF
DOLLARS)
(UNAUDITED)
Short-Term Debt:
Notes payable, commercial paper and current portion of long-term debt..................... $ 584
-------
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Long-Term Debt and Minority Interest:
Long-term debt and capital lease obligations.............................................. $ 5,044(a)
Minority interest in subsidiary companies................................................. 672
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Total Long-Term Debt and Minority Interest.......................................... 5,716
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Stockholders' Equity:
Market Auction Preferred Shares........................................................... 300
ESOP Convertible Preferred Stock.......................................................... 479
Unearned employee compensation and benefit plan trust..................................... (403)
Common stock--par value $6.25:
Shares authorized--350,000,000
Shares issued--274,293,417, including treasury stock.................................... 1,714
Paid-in capital in excess of par value.................................................... 651
Retained earnings......................................................................... 8,027
Currency translation adjustment........................................................... (35)
Unrealized net gain on investments........................................................ 43
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10,776
Less--Common stock held in treasury, at cost.............................................. 540
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Total stockholders' equity................................................................ 10,236
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Total Capitalization................................................................ $ 15,952
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(a) No adjustment has been made to reflect the issuance by the Company of the
Notes offered hereby, as the proceeds from such issuance will be used to
refinance existing debt, principally commercial paper previously
reclassified as Long-Term Debt, due to the intent and ability of Texaco to
refinance such debt on a long-term basis. See "Use of Proceeds" on page 4 of
the accompanying Prospectus.
S-2
OPERATING RESULTS
The following summary of consolidated financial information, with the
exception of the ratio of earnings to fixed charges on a total enterprise basis,
was derived from and is qualified in its entirety by, and should be read in
conjunction with, the financial statements contained in Texaco Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995 and the Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1996:
YEAR ENDED DECEMBER 31,
NINE MONTHS ENDED -----------------------------------------------------
SEPTEMBER 30, 1996 1995 1994 1993 1992 1991
------------------- --------- --------- --------- --------- ---------
(UNAUDITED) (MILLIONS OF DOLLARS)
Total revenues........................ $ 32,629 $ 36,787 $ 33,353 $ 34,071 $ 36,530 $ 37,162
Net income from continuing operations
before discontinued chemical
operations and cumulative effect of
accounting changes.................. $ 1,509 $ 728 $ 979 $ 1,259 $ 1,038 $ 1,292
Discontinued chemical operations...... -- -- (69) (191) (26) 2
Cumulative effect of accounting
changes............................. -- (121) -- -- (300) --
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Net income............................ $ 1,509 $ 607 $ 910 $ 1,068 $ 712 $ 1,294
Ratio of earnings to fixed charges of
Texaco on a total enterprise basis
(unaudited)......................... 6.41 2.55 2.86 2.91 3.10 3.04
DESCRIPTION OF THE NOTES
GENERAL
Each Note will mature on February 1, 2007 and will not be redeemable prior
thereto.
The Notes will be limited to $150,000,000 aggregate principal amount.
Although the Indenture provides that the Company may terminate its
obligations with respect to any Series of Securities by making certain deposits
in trust with the Trustee, the Company has agreed that this right will not be
exercised with respect to the Notes.
The Notes do not contain event risk provisions designed to require the
Company to redeem the Notes, reset the interest rate or take other actions in
response to highly leveraged transactions, change in credit rating or other
similar occurrences.
BOOK-ENTRY SYSTEM
The Notes will be represented by one or more Global Securities (the "Global
Security"). Each Global Security will be deposited with, or on behalf of, The
Depository Trust Company ("DTC") and be registered in the name of a nominee of
DTC. Except under circumstances described below, the Notes will not be issuable
in definitive form.
Upon the issuance of a Global Security, DTC will credit on its book-entry
registration and transfer system the accounts of persons designated by the
Underwriters with the respective principal amounts of the Notes represented by
the Global Security. Ownership of beneficial interests in a Global Security will
be limited to persons that have accounts with DTC or its nominee
("participants") or persons that may hold interests through participants.
Ownership of beneficial interests in a Global Security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
DTC or its nominee
S-3
(with respect to interests of persons other than participants). The laws of some
states require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such limits and such laws may impair the
ability to transfer beneficial interests in a Global Security.
So long as DTC or its nominee is the registered owner of a Global Security,
DTC or such nominee, as the case may be, will be considered the sole owner or
holder of the Notes represented by that Global Security for all purposes under
the Indenture. Except as provided below, owners of beneficial interests in a
Global Security will not be entitled to have Notes represented by that Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Notes in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Principal and interest payments on Notes registered in the name of DTC or
its nominee will be made to DTC or its nominee, as the case may be, as the
registered owner of the relevant Global Security. None of the Company, the
Trustee, any paying agent or the registrar for the Notes will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial interests in a Global Security or for
maintaining, supervising or reviewing any records relating to such beneficial
interests.
The Company expects that DTC or its nominee, upon receipt of any payment of
principal or interest, will credit immediately participants' accounts with
payments in amounts proportionate to their respective beneficial interests in
the principal amount of the relevant Global Security as shown on the records of
DTC or its nominee. The Company also expects that payments by participants to
owners of beneficial interests in a Global Security held through such
participants will be governed by standing instructions and customary practices,
as is the case with securities held for the accounts of customers in bearer form
or registered in "street name", and will be the responsibility of such
participants.
If DTC is at any time unwilling or unable to continue as a depositary and a
successor depositary is not appointed by the Company within 90 days, the Company
will issue Notes in definitive form in exchange for the entire Global Security
for each series of Notes. In addition, the Company may at any time and in its
sole discretion determine not to have Notes represented by a Global Security
and, in such event, will issue Notes in definitive form in exchange for the
entire Global Security relating to such series of Notes. In any such instance,
an owner of a beneficial interest in a Global Security will be entitled to
physical delivery in definitive form of Notes represented by such Global
Security equal in principal amount to such beneficial interest and to have such
Notes registered in its name. Notes so issued in definitive form will be issued
as registered Notes in denominations of $1,000 and integral multiples thereof,
unless otherwise specified by the Company.
GUARANTIES
Texaco Inc. will unconditionally guarantee the due and punctual payment of
the principal of, and interest on the Notes, when and as the same shall become
due and payable, whether at maturity or otherwise.
INTEREST
Interest on the Notes will accrue from February 3, 1997, and will be payable
semiannually on February 1 and August 1 commencing August 1, 1997, to the
persons in whose names the Notes are registered at the close of business on the
January 15 or July 15 next preceding such February 1 or August 1.
S-4
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof, the Underwriters named below have severally
agreed to purchase, and the Company has agreed to sell to them, severally, the
respective principal amounts of Notes set forth opposite their respective names
below:
PRINCIPAL AMOUNT
UNDERWRITERS OF DEBENTURES
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Blaylock & Partners, L.P. ........................................................... $ 140,000,000
WR Lazard Laidlaw & Luther Inc. ..................................................... 5,000,000
Muriel Siebert & Co. Inc. ........................................................... 5,000,000
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Total........................................................................ $ 150,000,000
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the Notes are subject to the
approval of certain legal matters by their counsel and to certain other
conditions. The Underwriters are committed to take and pay for all of the Notes
if any are taken.
The Underwriters propose to offer part of the Notes directly to the public
at the public offering price set forth on the cover page hereof and part to
certain dealers at a price that represents a concession not in excess of 0.40%
of the principal amount under the public offering price. Any Underwriter may
allow, and such dealers may reallow, a discount not in excess of 0.15% of the
principal amount to certain other dealers.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes, but that they are not obligated to do so and may
discontinue making a market at any time without notice. The Company currently
has no intention to list the Notes on any securities exchange, and there can be
no assurance given as to the liquidity of, or trading market for, the Notes.
The Company and Texaco Inc. have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act of
1933.
EXPERTS
The audited consolidated financial statements incorporated by reference in
the Annual Report of Texaco Inc. for the fiscal year ended December 31, 1995
filed on Form 10-K, incorporated herein by reference, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
LEGAL OPINIONS
The validity of the Notes being offered hereby will be passed upon for the
Company and Texaco Inc. by Paul R. Lovejoy, Associate General Counsel of Texaco
Inc., or such other attorney of Texaco Inc. as the Company and Texaco Inc. may
designate, and for the Underwriters by Davis Polk & Wardwell, 450 Lexington
Avenue, New York, New York 10017.
S-5
PROSPECTUS
TEXACO CAPITAL INC.
GUARANTEED DEBT SECURITIES AND WARRANTS
PAYMENT OF PRINCIPAL, PREMIUM AND
INTEREST, IF ANY, ON THE DEBT SECURITIES IS GUARANTEED BY
TEXACO INC.
Texaco Capital Inc. (the "Company") intends to issue and sell from time to
time up to $1,050,000,000 (or the equivalent in foreign denominated currency or
units based on or related to currencies, including European Currency Units)
aggregate principal amount of its debt securities ("Debt Securities") or
Warrants to purchase Debt Securities ("Warrants") (the Debt Securities and
Warrants are collectively referred to as the "Securities"), or if any Securities
are issued at original issue discount, such greater amount as shall result in
net proceeds of $1,050,000,000 to the Company, which will be offered to the
public on terms determined by market conditions at the time of sale. Debt
Securities will be guaranteed by Texaco Inc. (the "Guarantor"). The Securities
may be issued in one or more series with the same or various maturities at par,
at a premium, or with an original issue discount. Warrants may be offered with
Debt Securities or separately. The specific designation, aggregate principal
amount, authorized denominations, currency, purchase price, maturity, interest
rate (or method of calculation thereof) and time of payment of interest, any
terms for redemption and repayment and the agent, dealer or underwriter, if any,
in connection with the sale of the Securities in respect of which this
Prospectus is being delivered are set forth in the accompanying Prospectus
Supplement (the "Prospectus Supplement") together with the terms of offering of
the Securities.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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Securities may be offered by the Company directly to investors, through
dealers, through underwriters, or through agents designated from time to time,
as set forth in the Prospectus Supplement. Net proceeds to the Company will be
the purchase price in the case of a dealer, the public offering price less
discount in the case of an underwriter or the bid purchase price less commission
in the case of an agent--in each case less other expenses attributable to
issuance and distribution. See "Plan of Distribution" for possible
indemnification arrangements for dealers, underwriters and agents.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN AS CONTAINED HEREIN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS, AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY OR THE GUARANTOR SINCE THE DATE HEREOF.
This Prospectus and the Prospectus Supplement do not constitute an offer to
sell or a solicitation of an offer to buy any of the securities offered hereby
in any jurisdiction to any person to whom it is unlawful to make such offer in
such jurisdiction.
June 14, 1993
TABLE OF CONTENTS
PAGE
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Available Information...................................................................................... 2
Documents Incorporated by Reference........................................................................ 3
Texaco Inc................................................................................................. 3
Ratio of Earnings to Fixed Charges......................................................................... 4
Texaco Capital Inc......................................................................................... 4
Use of Proceeds............................................................................................ 4
Plan of Distribution....................................................................................... 4
Description of the Debt Securities......................................................................... 5
Description of the Warrants................................................................................ 10
Experts.................................................................................................... 11
Legal Opinions............................................................................................. 12
AVAILABLE INFORMATION
Texaco Inc. is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Texaco Inc.'s annual proxy statements so filed
contain, among other things, certain information concerning directors and
officers, including their compensation, the number of shares of common stock of
Texaco Inc. owned by the directors and owners of 5% or more of any class of such
securities, and any material interests of such persons in certain transactions.
Such reports, proxy statements and other information filed by Texaco Inc. with
the Commission can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington
D.C. 20549, as well as at the Regional Offices of the Commission at 7 World
Trade Center, New York, New York 10048 and Northwestern Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained at prescribed rates from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. In
addition, certain reports, proxy materials and other information concerning
Texaco Inc. can be inspected at the offices of The New York Stock Exchange,
Inc., 20 Broad Street, New York, New York and the Midwest Stock Exchange, 120
South LaSalle Street, Chicago, Illinois, on which Exchanges the common stock of
Texaco Inc. is listed.
Texaco Inc. will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the request of any such person, a copy of any
or all of the documents incorporated herein by reference (other than exhibits to
such documents, unless such exhibits are specifically incorporated by reference
in such documents). Written or telephone requests for such copies should be
directed to the executive offices of Texaco Inc. c/o the Secretary, 2000
Westchester Avenue, White Plains, New York 10650 (Telephone: (914) 253-4000).
SEPARATE FINANCIAL INFORMATION FOR THE COMPANY IS NOT INCLUDED HEREIN AND
WILL NOT BE INCLUDED IN ANY REPORTS FILED PURSUANT TO THE EXCHANGE ACT, AS THE
COMPANY IS WHOLLY OWNED BY TEXACO INC., IT ESSENTIALLY HAS NO INDEPENDENT
OPERATIONS, AND THE DEBT SECURITIES ARE FULLY AND UNCONDITIONALLY GUARANTEED BY
TEXACO INC.
2
DOCUMENTS INCORPORATED BY REFERENCE
The documents listed below, filed by Texaco Inc. with the Securities and
Exchange Commission (File No. 1-27) pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934, contain the most recently published corporate
and financial data regarding Texaco Inc., and are incorporated by reference in
this Prospectus:
(a) Annual Report of Texaco Inc. for the fiscal year ended December 31,
1992, filed on Form 10-K (dated and filed March 17, 1993)
(b) Form 8-K--Texaco Inc.--date of earliest event reported, January 21,
1993 (dated January 22, 1993 and filed January 25, 1993)
(c) Form 8-K--Texaco Inc.--date of earliest event reported, February 17,
1993 (dated and filed February 19, 1993)
(d) Form 8-K--Texaco Inc.--date of earliest event reported, March 4,
1993 (dated and filed March 8, 1993)
(e) Form 8-K--Texaco Inc.--date of earliest event reported, April 22,
1993 (dated and filed April 23, 1993)
(f) Texaco Inc.'s Proxy Statement dated April 5, 1993, issued in
connection with Texaco Inc.'s 1993 Annual Meeting
(g) Quarterly Report of Texaco Inc. for the quarterly period ended March
31, 1993, filed on Form 10-Q (dated and filed May 14, 1993).
All documents subsequently filed by Texaco Inc. pursuant to Sections 13(a),
13(c), 13(d), 14 and 15(d) of the Exchange Act (except those relating to
employee benefit plans), prior to the termination of the offering described
herein, shall be deemed to be incorporated by reference in this Prospectus and
to be a part thereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
TEXACO INC.
Texaco Inc. was incorporated in Delaware on August 26, 1926 as The Texas
Corporation. Its name was changed in 1941 to The Texas Company and in 1959 to
Texaco Inc. It is the successor of a corporation incorporated in Texas in 1902.
Its principal executive offices are located at 2000 Westchester Avenue, White
Plains, New York 10650; telephone: (914) 253-4000. As used herein, Texaco
(unless the context otherwise indicates) refers to Texaco Inc. and all of its
consolidated subsidiary companies.
Texaco together with affiliates owned 50% or less, represent a vertically
integrated enterprise principally engaged in the worldwide exploration for and
production, transportation, refining and marketing of crude oil, natural gas and
petroleum products, including petrochemicals.
3
RATIO OF EARNINGS TO FIXED CHARGES
FOR THE THREE YEAR ENDED DECEMBER 31,
MONTHS ENDED MARCH -------------------------------------------------------
31, 1993 1992 1991 1990 1989 1988
------------------- ----- --------- --------- --------- ---------
Ratio of earnings to fixed charges of Texaco on a
total enterprise basis (unaudited)................. 3.45 2.89 3.04 3.96 4.40(a) 3.14
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(a) Excluding the gains from the sale of Texaco Canada Inc. and the sale of a
20% stock interest in a subsidiary, as well as the 1989 restructuring
charges, the ratio of earnings to fixed charges on a total enterprise basis
approximated 2.55.
TEXACO CAPITAL INC.
Texaco Capital Inc., a wholly owned subsidiary of Texaco Inc., is a Delaware
corporation which was incorporated on June 24, 1983. Its principal executive
offices are located at 32 Loockerman Square, Suite L-100, Dover, Delaware 19901;
telephone: (302) 674-1221. The Company is engaged principally in the business of
lending funds borrowed from unrelated persons to Texaco Inc. and its
subsidiaries for general corporate purposes.
USE OF PROCEEDS
The net proceeds from the sale of the Securities will be lent to Texaco Inc.
or its subsidiaries to be used for working capital, for retirement of debt and
for other general corporate purposes.
PLAN OF DISTRIBUTION
The Securities may be sold in any one or more of the following ways: (1)
directly to investors, (2) to investors through agents, (3) to dealers, (4)
through underwriting syndicates led by one or more managing underwriters as the
Company may select from time to time, or (5) through one or more underwriters
acting alone.
If underwriters are utilized in the sale, the obligations of the
underwriters will be subject to certain conditions precedent and the
underwriters will be obligated to purchase all Securities, if any are purchased.
The specific managing underwriter or underwriters, if any, with respect to the
offer and sale of the Securities are set forth on the cover of the Prospectus
Supplement relating to such Securities and the members of the underwriting
syndicate, if any, are named in such Prospectus Supplement. Only underwriters so
named in the Prospectus Supplement are deemed to be underwriters in connection
with the Securities offered thereby and any firms not named in the Prospectus
Supplement are not parties to the Underwriting Agreement in respect of such
Securities, will not be purchasing any of the Securities from the Company and
will have no direct or indirect participation in the underwriting of such
Securities, although they may participate in the distribution of such Securities
under circumstances where they may be entitled to a dealer's commission. The
Prospectus Supplement also describes the discounts and commissions to be allowed
or paid to the underwriters, all other items constituting underwriting
compensation, the discounts and commissions to be allowed or paid to dealers, if
any, and the exchanges, if any, on which the Securities will be listed.
If offers to purchase Securities are to be solicited by agents designated by
the Company, any such agent may be deemed to be an underwriter as that term is
defined in the Securities Act of 1933, as amended (the "Securities Act"). Agents
involved in the offer or sale of the Securities in respect of which
4
this Prospectus is delivered will be named, and any commissions payable by the
Company to such agents set forth, in the Prospectus Supplement. Unless otherwise
indicated in the Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer as principal. The dealer may then resell such Securities to the public at
varying prices to be determined by such dealer at the time of resale.
Securities may also be offered and sold, if so indicated in the Prospectus
Supplement, in connection with a remarketing upon their purchase, in accordance
with a redemption or repayment pursuant to their terms, or otherwise, by one or
more firms ("remarketing firms"), acting as principals for their own accounts or
as agents for the Company. Any remarketing firm will be identified and the terms
of its agreement, if any, with the Company and its compensation will be
described in the Prospectus Supplement. Remarketing firms may be deemed to be
underwriters in connection with the Securities remarketed thereby.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or agents to solicit offers by certain institutions to
purchase the Securities from the Company at the price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts providing for
payment and delivery at a future date.
Underwriters, agents, dealers and remarketing firms may be entitled under
agreements which may be entered into with the Company and Texaco Inc. to
indemnification by the Company and Texaco Inc. against certain civil
liabilities, including liabilities under the Securities Act and may be customers
of, engage in transactions with or perform services for the Company or Texaco
Inc. in the ordinary course of business.
DESCRIPTION OF THE DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an indenture dated
as of August 24, 1984 as supplemented and restated by a First Supplemental
Indenture dated as of January 31, 1990 (a copy of which is filed as Exhibit 4.1
to Registration Statement Nos. 33-33303 and 33-33303-01, filed on February 1,
1990), and as further amended by the First Supplement to the First Supplemental
Indenture dated as of October 11, 1990 (a copy of which is filed as Exhibit
4.1(a) to Texaco Inc.'s Current Report on Form 8-K, dated October 12, 1990 and
filed on October 15, 1990), (as so supplemented and amended, the "Indenture")
among the Company, Texaco Inc. and The Chase Manhattan Bank (National
Association), as Trustee (the "Trustee"). The following summary of certain
provisions of the Indenture does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all provisions of the
Indenture. Unless otherwise defined herein, all capitalized terms shall have the
definitions set forth in the Indenture.
GENERAL
The Indenture provides that, in addition to the Debt Securities offered
hereby, additional Debt Securities may be issued thereunder without limitation
as to aggregate principal amount, but subject to limitations from time to time
established by the Company's Board of Directors.
Unless specified in the Prospectus Supplement, Debt Securities offered
hereby will rank equally and ratably with all other unsecured and unsubordinated
indebtedness of the Company. The Guaranties will rank equally with all other
unsecured and unsubordinated indebtedness of Texaco Inc.
Reference is made to the Prospectus Supplement for the following terms of
the Debt Securities being offered hereby: (1) the designation of such Debt
Securities; (2) the aggregate principal amount and currency or currency unit of
such Debt Securities; (3) the denominations in which such Debt Securities are
5
authorized to be issued; (4) the percentage of their principal amount at which
such Debt Securities will be issued; (5) the date on which such Debt Securities
will mature; (6) if the Debt Securities are to bear interest, the rate per annum
at which such Debt Securities will bear interest (or the method by which such
rate will be determined); (7) the times at which such interest, if any, will be
payable or the manner of determining the same; (8) the date, if any, after which
such Debt Securities may be redeemed or purchased and the redemption or purchase
price; (9) the sinking fund requirements, if any; (10) special United States
federal income tax considerations, if any; (11) whether such Debt Securities are
to be issued in the form of one or more temporary or permanent Global Securities
and, if so, the identity of the Depositary for such Global Securities; (12)
information with respect to book-entry procedures, if any; (13) the manner in
which the amount of any payments of principal and interest on the Debt
Securities determined by reference to an index are determined; and (14) any
other terms of the Debt Securities not inconsistent with the Indenture.
The Indenture does not contain any provisions which may afford holders of
the Securities protection in the event of a highly leveraged transaction,
although such a provision could be added to the Indenture in the future with
respect to the Securities or any series thereof, in which event a description
thereof will be included in the applicable Prospectus Supplement.
DENOMINATIONS, REGISTRATION, TRANSFER AND PAYMENT
The Debt Securities of a Series will be issuable in registered form without
coupons ("Registered Securities") or in the form of one or more global
securities ("Global Securities"), as described below under "Global Securities".
Unless otherwise provided in an applicable Prospectus Supplement with respect to
a Series of Debt Securities, Registered Securities denominated in U.S. dollars
will be issued only in denominations of $1,000 or any integral multiple thereof.
One or more Global Securities will be issued in a denomination or aggregate
denominations equal to the aggregate principal amount of outstanding Debt
Securities of the Series represented by such Global Security. The Prospectus
Supplement relating to a Series of Debt Securities denominated in a foreign or
composite currency will specify the denominations thereof.
Unless otherwise indicated in the Prospectus Supplement, Registered
Securities (other than a Global Security) may be presented for registration of
transfer (with the form of transfer duly executed), at the office of the
Registrar or at the office of any transfer agent designated by the Company for
such purpose with respect to any series of Debt Securities and referred to in an
applicable Prospectus Supplement, without service charge and upon payment of any
taxes and other governmental charges as described in the Indenture. Such
transfer or exchange will be effected upon the Registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. The Company has initially appointed the Trustee
as Registrar under the Indenture. If a Prospectus Supplement refers to any
transfer agents (in addition to the Registrar) initially designated by the
Company with respect to any series of Registered Securities, the Company may at
any time rescind the designation of any such transfer agent or approve a change
in the location through which any such transfer agent acts, except that, the
Company will maintain a transfer agent in The City of New York. The Company may
at any time designate additional transfer agents with respect to any series of
Debt Securities.
Unless otherwise indicated in an applicable Prospectus Supplement, payment
of principal of (and premium, if any) and interest, if any, on Registered
Securities (other than a Global Security) will be made at the office of such
Paying Agent or Paying Agents as the Company may designate from time to time,
except that at the option of the Company, payment of any interest may be made
(i) by check mailed to the address of the person entitled thereto as such
address shall appear in the register or (ii) by wire transfer to an account
maintained by the person entitled thereto as specified in the register. Unless
otherwise indicated in an applicable Prospectus Supplement, payment of any
installment of interest on Registered
6
Securities will be made to the person in whose name such Debt Security is
registered at the close of business on the regular Record Date for such interest
payment.
Unless otherwise indicated in an applicable Prospectus Supplement, the
principal office of the Trustee in The City of New York will be designated as
the Company's sole Paying Agent for payments with respect to Registered
Securities.
All moneys paid by the Company to a Paying Agent for the payment of
principal of (and premium, if any) and interest, if any, on any Debt Security
which remains unclaimed at the end of two years after such principal, premium or
interest shall have become due and payable will be repaid to the Company and the
Holder of such Debt Security will thereafter look only to the Company for
payment thereof.
GUARANTIES
The Guarantor will unconditionally guarantee the due and punctual payment of
the principal of, (and premium, if any) and interest, if any, on the Debt
Securities, when and as the same shall become due and payable, whether at
maturity or upon redemption, declaration or otherwise.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in the form of one or more
fully registered global Debt Securities (a "Global Security") that will be
deposited with a depositary (the "Depositary"), or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series. In
such case, one or more Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding Debt Securities of such series. Unless and until it is exchanged
in whole or in part for Debt Securities in definitive registered form, a Global
Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of such Depositary or by a nominee of such
Depositary to such Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor of such Depositary or a nominee of
such successor.
The specific terms of the depositary arrangement with respect to any portion
of a series of Debt Securities to be represented by a Global Security will be
described in the Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will apply to all depositary
arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of persons that have accounts with such Depositary
("participants"). The accounts to be credited shall be designated by any
underwriters or agents participating in the distribution of such Debt
Securities. Ownership of beneficial interests in a Global Security will be
limited to participants or persons that may hold interests through participants.
Ownership of beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the Depositary for such Global Security (with respect to interests of
participants) or by participants or persons that hold through participants (with
respect to interests of persons other than participants).
So long as the Depositary for a Global Security, or its nominee, is the
registered owner of such Global Security, such Depositary or such nominee, as
the case may be, will be considered the sole owner or Holder of the Debt
Securities represented by such Global Security for all purposes under the
Indenture. Except as set forth below, owners of beneficial interests in a Global
Security will not be entitled to have the Debt Securities represented by such
Global Security registered in their names, will not receive or be entitled to
7
receive physical delivery of such Debt Securities in definitive form and will
not be considered the owners or holders thereof under the Indenture.
Payments of principal (and premium, if any) and interest, if any, on Debt
Securities represented by a Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owner of such Global Security. None of the
Company, the Trustee or any Paying Agent for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
The Company expects that the Depositary for any Debt Securities represented
by a Global Security, upon receipt of any payment of principal, premium or
interest, will immediately credit participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal
amount of such Global Security as shown on the records of such Depositary. The
Company also expects that payments by participants to owners of beneficial
interest in such Global Security held through such participants will be governed
by standing instructions and customary practices, as is now the case with the
securities held for the accounts of customers registered in "street names" and
will be the responsibility of such participants.
If the Depositary for any Debt Securities represented by a Global Security
is at any time unwilling or unable to continue as Depositary and a successor
Depositary is not appointed by the Company within ninety days, the Company will
issue such Debt Securities in definitive form in exchange for such Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Debt Securities of a series represented by one
or more Global Securities and, in such event, will issue Debt Securities of such
series in definitive form in exchange therefor.
CERTAIN LIMITATIONS ON LIENS
The Indenture provides that Texaco Inc. shall not, and it shall not permit
any Principal Subsidiary (defined as a Subsidiary (i) substantially all of the
assets of which are located, and substantially all of the operations of which
are conducted, in the United States, (ii) which owns a Principal Property,
defined as an important oil and gas producing property onshore or offshore the
United States or any important refinery or manufacturing plant located in the
United States and (iii) in which Texaco Inc.'s direct or indirect net investment
exceeds $100,000,000) to, incur a Lien to secure a Long-Term Debt on a Principal
Property, any Capital Stock or a Long-Term Debt ("Debt") of a Principal
Subsidiary unless: (1) the Lien equally and ratably secures the Debt Securities
and the secured Debt; (2) the Lien is in existence at the time a corporation
merges into or consolidates with Texaco Inc. or a Principal Subsidiary or
becomes a Principal Subsidiary; (3) the Lien is on a Principal Property at the
time Texaco Inc. or a Principal Subsidiary acquires the Principal Property; (4)
the Lien secures Debt incurred to finance all or some of the purchase price of a
Principal Property or a Principal Subsidiary; (5) the Lien secures Debt incurred
to finance all or some of the costs of Improvements on a Principal Property; (6)
the Lien secures Debt of a Principal Subsidiary owing to Texaco Inc. or another
Principal Subsidiary; (7) the Lien extends, renews or replaces in whole or in
part a Lien permitted by any of clauses (1) through (6); or (8) the secured Debt
plus all other Debt secured by Liens on Principal Properties, Capital Stock or
Debt of a Principal Subsidiary at the time does not exceed 10% of Texaco's
Consolidated Net Tangible Assets. However, Debt secured by a Lien permitted by
any of clauses (1) through (7) shall be excluded from all other Debt in the
determination.
8
LIMITATIONS ON SALE AND LEASEBACK
The Indenture provides that Texaco Inc. shall not, and it shall not permit
any Principal Subsidiary to, enter into a Sale-Leaseback Transaction unless: (1)
the lease has a term of three years or less; (2) the lease is between Texaco
Inc. and a Principal Subsidiary or between Principal Subsidiaries; (3) Texaco
Inc. or a Principal Subsidiary under the terms of the Indenture could create a
Lien on the Principal Property to secure a Debt at least equal in amount to the
Attributable Debt for the lease; or (4) Texaco Inc. or a Principal Subsidiary
within 120 days of the effective date of the Sale-Leaseback Transaction (i)
retires Debt of Texaco Inc. or of a Principal Subsidiary at least equal in
amount to the fair value (as determined by Texaco Inc.'s Board of Directors) of
the Principal Property at the time the Principal Property is leased or (ii) if
the net proceeds of the Sale-Leaseback Transaction equal or exceed the fair
value of the Principal Property (as determined by Texaco Inc.'s Board of
Directors), applies the net proceeds to fund investment in other Principal
Properties which investments were made within twelve months prior to or
subsequent to the transaction.
CONSOLIDATION AND MERGER
The Indenture provides that either the Company or Texaco Inc. may
consolidate or merge into, or transfer its properties and assets substantially
as an entirety to, another person without the consent of the Holders of any of
the Debt Securities outstanding under the Indenture, provided the person assumes
by supplemental indenture all the obligations of the Company or Texaco Inc., as
the case may be, under the Debt Securities and the Indenture and immediately
after the transaction no Default exists. Thereafter all such obligations of the
Company or Texaco Inc., as the case may be, shall terminate.
DEFAULT
The Indenture defines an "Event of Default" with respect to any Series of
the Debt Securities as being any one of the following events: (1) default for 30
days in the payment of interest on any Debt Security of that Series; (2) default
in the payment of the principal of, or premium, if any, on, or in the making of
any sinking fund payments on any Debt Security of that Series when due; (3)
failure to comply with any other agreements in the Debt Securities of that
Series, the Indenture or any supplemental indenture under which the Debt
Securities may have been issued and continuation of the default for the period
and after the notice specified below; and (4) certain events in bankruptcy,
insolvency, or reorganization.
A default under clause (3) is not an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of all of the Debt Securities of
that Series outstanding notify the Company of the default and the default is not
cured within 90 days after receipt of the notice.
If an Event of Default occurs with respect to the Debt Securities of any
Series and is continuing, the Trustee by notice to the Company, or the Holders
of at least 25% in principal amount of all of the Debt Securities of that Series
outstanding by notice to the Company and the Trustee, may declare the principal
of and premium and accrued interest, if any, on all the Debt Securities of that
Series to be due and payable immediately. The Holders of a majority in principal
amount of all of the Debt Securities of that Series by notice to the Trustee may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree by a court of competent jurisdiction and if
all existing Events of Default have been cured or waived except nonpayment of
principal or premium or interest, if any, that has become due solely because of
the acceleration.
If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy by proceeding at law or in equity to collect the payment of
principal or premium or interest, if any, on the Debt Securities of the Series
that is in default or to enforce the performance of any provision of the Debt
Securities or the Indenture.
9
Subject to certain exceptions, the Holders of a majority in principal amount
of the Debt Securities by notice to the Trustee may waive an existing default
and its consequences.
MODIFICATION OF THE INDENTURE
The Indenture provides that the Company, Texaco Inc. and the Trustee may
enter into a supplemental indenture to amend the Indenture or the Debt
Securities without the consent of any Securityholder: (1) to cure any ambiguity,
defect or inconsistency; (2) to comply with Article 5 of the Indenture to permit
a successor to assume the Company's or Texaco Inc.'s obligations under the
Indenture; (3) to make any change that does not adversely affect the rights of
any Securityholder; or (4) to provide for the issuance of and establish the
terms and conditions of Debt Securities of any Series.
The Company, Texaco Inc. and the Trustee may enter into a supplemental
indenture to amend the Indenture or the Debt Securities of a Series with the
written consent of the Holders of at least 50.1% in principal amount of the Debt
Securities of the Series affected. The Holders of at least 50.1% in principal
amount of the Debt Securities by notice to the Trustee may waive compliance by
the Company or Texaco Inc. with any provision of the Indenture or the Debt
Securities.
Notwithstanding the foregoing, without the consent of each Securityholder
affected, an amendment or waiver may not: (1) reduce the amount of Debt
Securities whose Holders must consent to an amendment or waiver; (2) reduce the
rate of or extend the time for payment of interest on any Debt Security; (3)
reduce the principal of or extend the fixed maturity of any Debt Security; (4)
waive a default in the payment of the principal, premium or interest, if any, on
any Debt Security; or (5) make any Debt Security payable in money other than
that stated in the Debt Security.
DEFEASANCE AND DISCHARGE
The Indenture provides that the Company may terminate its obligations with
respect to any Series of Debt Securities, on the terms and subject to the
conditions contained in the Indenture, by depositing in trust with the Trustee
money or U.S. Government Obligations sufficient to pay principal, premium and
interest, if any, on such Series to redemption or maturity. Upon the termination
of the Company's obligations with respect to all the Debt Securities of a
Series, the Trustee, at the request of the Company, shall release its rights and
interests with respect to such Series of Debt Securities in any security granted
by the Company or Texaco Inc. As a condition to any such termination, the
Company is required to furnish an opinion of recognized independent tax counsel
to the effect that such proposed deposit and termination will not have any
effect on the Holders of the Debt Securities for Federal income tax purposes.
Such opinion must be based upon a ruling of the Internal Revenue Service or a
change in United States federal income tax law occurring after the date of this
Prospectus since such a result would not occur under current tax law.
DESCRIPTION OF THE WARRANTS
The Company may issue Warrants for the purchase of Debt Securities which may
be issued independently or together with any Debt Securities offered by any
Prospectus Supplement and may be attached to or separate from such Debt
Securities. The Warrants will be issued under a Warrant Agreement to be entered
into between the Company and a bank or trust company, as Warrant Agent, all as
set forth in the Prospectus Supplement relating to the particular issue of
Warrants. The Warrant Agent will act solely as an agent of the Company in
connection with the certificates evidencing the Warrants ("Warrant
Certificates") and will not assume any obligation or relationship of agency or
trust for or with any holders of Warrant Certificates or beneficial owners of
Warrants. The following summaries of certain provisions of the forms of Warrant
Agreement do not purport to be complete and are subject to, and are qualified in
their entirety
10
by reference to, the provisions of the forms of Warrant Agreement (including the
form of Warrant Certificates), copies of which are filed as exhibits to the
Registration Statement.
GENERAL
Reference is made to the Prospectus Supplement for the following terms of
the Warrants offered hereby (to the extent such terms are applicable to such
Warrants): (1) the offering price; (2) the currency or units based on or
relating to currencies (including European Currency Unit) for which Warrants may
be purchased; (3) the date on which the right to exercise the Warrants shall
commence and the date on which such right shall expire; (4) federal income tax
consequences; and (5) any other terms of the Warrants.
The Prospectus Supplement will also describe: (a) the designation, aggregate
principal amount, currency or currency unit and other terms of the Debt
Securities purchasable upon exercise of the Warrants (the "Warrant Securities");
(b) if applicable, the designation and terms of the Debt Securities with which
the Warrants are issued and the number of Warrants issued with each such Debt
Security; and (c) the date on and after which the Warrants and the related Debt
Securities will be separately transferable.
Warrant Certificates may be exchanged for new Warrant Certificates of
different denominations, may be presented for registration of transfer, and may
be exercised at the corporate trust office of the Warrant Agent or any other
office indicated in the Prospectus Supplement. Prior to the exercise of their
Warrants, holders of Warrants will not have any of the rights of holders of the
Warrant Securities purchasable upon such exercise, including the right to
receive payments of principal of, premium, if any, or interest, if any, on the
Warrant Securities purchasable upon such exercise or to enforce covenants in the
Indenture.
EXERCISE OF WARRANTS
Each Warrant will entitle the holder to purchase such principal amount of
Warrant Securities at such exercise price as shall in each case be set forth in,
or calculable from, the Prospectus Supplement relating to the Warrants. Warrants
may be exercised at any time up to 5:00 P.M. New York time on the date set forth
in the Prospectus Supplement relating to such Warrants. After such time on the
date (or such later date to which such date may be extended by the Company),
unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement relating thereto, Warrants may be exercised
by delivery to the Warrant Agent of the Warrant Certificate evidencing such
Warrants properly completed and duly executed and of payment as provided in the
Prospectus Supplement of the amount required to purchase the Warrant Securities
purchasable upon such exercise. Warrants will be deemed to have been exercised
upon receipt of such Warrant Certificate and payment at the corporate trust
office of the Warrant Agent or any other office indicated in the Prospectus
Supplement and the Company will, as soon as practicable thereafter, issue and
deliver the Warrant Securities purchasable upon such exercise. If fewer than all
of the Warrants represented by such Warrant Certificate are exercised, a new
Warrant Certificate will be issued for the remaining amount of the Warrants.
EXPERTS
The audited consolidated financial statements and schedules included or
incorporated by reference in the Annual Report of Texaco Inc. for the fiscal
year ended December 31, 1992 filed on Form 10-K, incorporated herein by
reference, have been audited by Arthur Andersen & Co., independent public
accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said reports.
11
Reference is made to said report, which includes an explanatory paragraph with
respect to the change in methods of accounting for income taxes and
postretirement benefits other than pensions in 1992, as discussed in Note 2 to
the consolidated financial statements.
LEGAL OPINIONS
The validity of the Securities being offered hereby will be passed upon for
the Company and Texaco Inc. by Arthur G. Taylor, Esq., Associate General Counsel
of Texaco Inc. or such other attorney of Texaco Inc. as the Company and Texaco
Inc. may designate, and for the purchasers by Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017.
12
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, TEXACO INC. OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS
SUPPLEMENT NOR THE ACCOMPANYING PROSPECTUS CONSTITUTES AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY OR TEXACO INC. SINCE SUCH DATE.
------------------------
TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
Addendum--Documents Incorporated by Reference............................. S-2
Selected Financial Data of Texaco......................................... S-2
Description of the Notes.................................................. S-3
Underwriting.............................................................. S-5
Experts................................................................... S-5
Legal Opinions............................................................ S-5
PROSPECTUS
Table of Contents......................................................... 2
Available Information..................................................... 2
Documents Incorporated by Reference....................................... 3
Texaco Inc................................................................ 3
Ratio of Earnings to Fixed Charges........................................ 4
Texaco Capital Inc........................................................ 4
Use of Proceeds........................................................... 4
Plan of Distribution...................................................... 4
Description of the Debt Securities........................................ 5
Description of the Warrants............................................... 10
Experts................................................................... 11
Legal Opinions............................................................ 12
[LOGO]
TEXACO CAPITAL INC.
GUARANTEED BY
TEXACO INC.
$150,000,000
7.09% GUARANTEED NOTES
DUE 2007
----------------------------
PROSPECTUS SUPPLEMENT
---------------------------------
Blaylock & Partners, L.P.
WR Lazard Laidlaw & Luther Inc.
Muriel Siebert & Co. Inc.
January 27, 1997
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