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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): December 23, 1998
Rutherford-Moran Oil Corporation
(Exact name of Registrant as specified in its charter)
Commission File No. 000-20849
Delaware 76-0499690
(State of Incorporation (I.R.S. Employer
Organization) Identification Number)
5 Greenway Plaza
Suite 220
Houston, Texas 77046
(Address of principal executive offices, including zip code)
(713) 622-5555
(Registrant's telephone number, including area code)
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Item 1. Other Events
On December 23, 1998, Rutherford-Moran Oil Corporation ("Rutherford-Moran")
publicly announced that it has entered into a definitive merger agreement with
Chevron Corporation ("Chevron") pursuant to which Chevron will acquire all the
outstanding shares of Rutherford-Moran for approximately $91 million in Chevron
common stock. The purpose of this report is to file the press release and
associated exhibits regarding this announcement under the Securities Exchange
Act of 1934, as amended.
Item 7. Financial Statements and Exhibits
Exhibits:
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated as of December 23,
1998 by and among Chevron Corporation, Chevron Thailand
Inc. and Rutherford-Moran Oil Corporation. Pursuant to
Item 601(b)(2) of Regulation S-K, certain schedules and
similar attachments to the Merger Agreement have not
been filed with this exhibit. The schedules contain
various items relating to the representations and
warranties made by the Company in the Merger Agreement.
The Company agrees to furnish supplementally any
omitted schedule to the SEC upon request.
10.1 Mutual Release and Waiver
99.1 Press Release of Rutherford-Moran Oil Corporation
dated December 23, 1998
99.2 Option and Voting Agreement
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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 hereto duly authorized.
Rutherford-Moran Oil Corporation
/s/ DAVID F. CHAVENSON
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David F. Chavenson
Vice President, Finance and Chief
Financial Officer and Corporate Secretary
Date: 12-31-98
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated as of December 23,
1998 by and among Chevron Corporation, Chevron Thailand
Inc. and Rutherford-Moran Oil Corporation.
10.1 Mutual Release and Waiver
99.1 Press Release of Rutherford-Moran Oil Corporation
dated December 23, 1998
99.2 Option and Voting Agreement