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EXHIBIT 99.2
EXHIBIT A
OPTION AND VOTING AGREEMENT
THIS OPTION AND VOTING AGREEMENT (this "Agreement") is dated as of
December 23, 1998, among certain stockholders of RUTHERFORD-MORAN OIL
CORPORATION, a Delaware corporation (the "Company") listed on Schedule A hereto
(each a "Stockholder" and, collectively, the "Stockholders"), on the one hand,
and CHEVRON CORPORATION, a Delaware corporation ("Parent"), on the other hand.
W I T N E S S E T H:
WHEREAS, the Company, Parent and a wholly owned subsidiary of Parent
("Merger Sub") propose to enter into an Agreement and Plan of Merger dated as of
the date hereof (as the same may be amended or supplemented, the "Merger
Agreement"; capitalized terms used but not defined herein shall have the
meanings set forth in the Merger Agreement) providing that Parent shall acquire
the Company through a merger of Merger Sub with and into the Company (the
"Merger"), upon the terms and subject to the conditions set forth in the Merger
Agreement; and
WHEREAS, pursuant to the Merger, the common stock, par value $0.01, of
the Company (the "Company Stock") will be converted into the right to receive
shares of common stock, par value $1.50, of Parent ("Parent Common Stock"); and
WHEREAS, each Stockholder owns of record and possesses legal title to
the number of shares of Company Stock set forth opposite its name on Schedule A
attached hereto (the "Subject Shares"); and
WHEREAS, the Subject Shares represent at least 75.1% of the voting
power of the issued and outstanding shares of capital stock of the Company
entitled to vote on the matters set forth in Section 3 hereof; and
WHEREAS, as an inducement to Parent to enter into the Merger Agreement,
Parent has required that each Stockholder enter into this Agreement; and
WHEREAS, for federal income tax purposes, it is intended that the
acquisition of the Subject Shares from the Stockholders pursuant to this
Agreement and the Merger will constitute an integrated transaction qualifying as
a reorganization within the meaning of Section 368(a) of the Internal Revenue
Code of 1986, as amended (the "Code"); and
WHEREAS, this Agreement has been approved by the independent members of
the Board of Directors of the Company; and
WHEREAS Parent is prepared to execute the Merger Agreement and tender
it to the Company for execution by the Company upon receipt of this Option and
Voting Agreement;
NOW, THEREFORE, to induce Parent to enter into, and in consideration of
its entering into, the Merger Agreement, and in consideration of the promises
and the representations, warranties and
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agreements contained herein and therein, the parties, intending to be legally
bound hereby, agree as follows:
1. Representations and Warranties of Each Stockholder. Each Stockholder
hereby, severally and not jointly, represents and warrants to Parent as of the
date hereof in respect of itself as follows:
(a) Authority. The Stockholder has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly authorized, executed and delivered by the
Stockholder and, assuming this Agreement is a valid and binding obligation of
Parent, constitutes a valid and binding obligation of the Stockholder
enforceable in accordance with its terms, except that such enforceability (i)
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting or relating to the enforcement of creditors' rights generally and (ii)
is subject to general principles of equity and the discretion of the court
before which any proceedings seeking injunctive relief or specific performance
may be brought. Except as set forth in Company Disclosure Schedule 3.04(b), the
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby and compliance with the terms hereof will not,
conflict with, or result in any violation of, or default (with or without notice
or lapse of time or both) under any provision of, any trust agreement, loan or
credit agreement, note, bond, mortgage, indenture, lease or other agreement,
instrument, permit, concession, franchise, license, judgment, order, notice,
decree, statute, law, ordinance, rule or regulation applicable to the
Stockholder or to the Stockholder's property or assets the effect of which, in
any case, would be material and adverse to the ability of the Stockholder to
consummate the transactions contemplated hereby or to comply with the terms
hereof.
(b) The Subject Shares. The Stockholder is the beneficial owner of and
has the sole right to vote and dispose of the Subject Shares set forth opposite
such Stockholder's name on Schedule A attached hereto, free and clear of any
claims, liens, encumbrances and security interests ("Liens") whatsoever, except
for any Liens which arise hereunder. None of such Subject Shares is subject to
any voting trust or other agreement, arrangement or restriction, except as
contemplated by this Agreement.
(c) Certain Transactions Involving Company Stock. Except as set forth
on the disclosure schedule delivered to Parent by the Stockholder at the time of
execution of this Agreement, except for transactions between Stockholders, since
January 1, 1998, the Stockholder has not purchased, received, accepted as
collateral, sold, transferred, hypothecated, pledged, or exchanged any Company
Stock, or any options, warrants, or rights to purchase or sell Company Stock,
and has not entered into any agreement to do any of the foregoing.
2. Representations and Warranties of Parent. Parent hereby represents
and warrants to each Stockholder that Parent has all requisite corporate power
and authority to enter into this Agreement and to consummate the transactions
contemplated hereby. The execution and delivery of this Agreement by Parent, and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary corporate action on the part of Parent. This
Agreement has been duly executed and delivered by Parent and constitutes a valid
and binding obligation of Parent enforceable in accordance with its terms.
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3. Covenants of Each Stockholder as to Voting. Until the termination of
this Agreement in accordance with Section 8, each Stockholder, severally and not
jointly, agrees as follows:
(a) Vote for the Merger. At any duly noticed meeting of stockholders of
the Company called to vote upon the Merger Agreement or at any adjournment
thereof or in any other circumstances upon which a vote, consent or other
approval (including by written consent) with respect to the Merger Agreement is
sought, the Stockholder shall vote (or cause to be voted), or execute a written
consent in respect of, the Subject Shares in favor of the Merger and the
adoption by the Company of the Merger Agreement.
(b) Vote Against Alternative Proposals. At any duly noticed meeting of
stockholders of the Company or at any adjournment thereof or in any other
circumstances upon which the vote, consent or other approval of the Company's
stockholders is sought, the Stockholders shall be present (in person or by
proxy) and shall vote (or cause to be voted) the Subject Shares against (i) any
Alternative Proposal or (ii) any amendment of the Company's certificate of
incorporation or by-laws or other proposal or transaction involving the Company
or any of its subsidiaries, which amendment or other proposal or transaction
would in any manner impede, frustrate, prevent, delay or nullify the Merger
Agreement or any of the other transactions contemplated by the Merger Agreement
or change in any manner the voting rights of any class of capital stock of the
Company. The Stockholders further agree not to commit or agree to take any
action inconsistent with the foregoing.
(c) Transfer of Subject Shares. Except pursuant to this Agreement, the
Stockholder agrees not to (i) transfer, sell, pledge, assign or otherwise
dispose of (including by gift) (collectively, "Transfer"), or enter into any
contract, option or other arrangement (including any profit sharing arrangement)
with respect to the Transfer of, any of the Subject Shares to any person other
than pursuant to the terms of the Merger Agreement or this Agreement, or (ii)
enter into any voting arrangement, whether by proxy, power-of-attorney, voting
agreement, voting trust or otherwise in connection, directly or indirectly, with
any Alternative Proposal.
4. Grant of Options. Each Stockholder hereby grants to Parent an option
(each an "Option" and, collectively, the "Options") to purchase such
Stockholder's Subject Shares on the following terms and conditions:
(a) Exercise Price.
(i) The exercise price of the Option for each Subject Share
shall be that number of fully paid and nonassessable shares of Parent
Common Stock equal to the Option Exchange Ratio (as hereinafter
defined) divided by the Average Closing Price (as hereinafter defined)
(the "Option Per Share Consideration").
(ii) "Option Exchange Ratio" shall be the result obtained by
dividing a numerator equal to the sum of (a) Ninety-One Million Dollars
($91,000,000), (b) the amount, if any, of cash received by the Company
in consideration of the issuance of its equity securities after the
date of the Merger Agreement and before the date on which Parent
exercises the Options (the "Option Exercise Date"), (c) an amount equal
to the value, if any, as agreed by the Company and Parent, of any
non-cash consideration received by the Company in consideration of its
equity securities after the date of the Merger Agreement and before the
Option Exercise Date, and (d) the cash consideration projected to be
received by the Company in exchange for the expected issuance of equity
securities pursuant to then existing contractual commitments and
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based on an exercise price equal to or less than the Merger Per Share
Consideration, by a denominator equal to the sum of (e) the number of
shares of Company Stock issued and outstanding on the Option Exercise
Date and (f) the number of shares issuable upon exercise of all
outstanding warrants or options to acquire Company Common Stock which
have an exercise price equal to or less than the Merger Per Share
Consideration, assuming, for the purposes of this calculation only,
that the Effective Time of the Merger is the same date as the Option
Exercise Date. For purposes of the preceding sentence, outstanding
warrants or options to acquire Company Common Stock shall include any
commitment, contingent or otherwise, of the Company, to grant warrants
or options or otherwise to issue shares of Company Common Stock.
"Average Closing Price" shall be the arithmetic average of the closing
prices of Parent Common Stock as reported on the NYSE Composite
Transactions Tape for the twenty (20) consecutive trading days ending
on the second trading day prior to the exercise of the Options.
(iii) The Stockholders shall also receive, together with each
share of Parent Common Stock issued upon exercise of the Options, one
associated preferred stock purchase right (a "Right") in accordance
with the Rights Agreement dated as of November 23, 1998, between Parent
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
References herein to the shares of Parent Common Stock issuable upon
exercise of the Options shall also be deemed to include the associated
Rights.
(iv) In the event that, between the date of this Agreement and
the Option Exercise Date, the issued and outstanding shares of Company
Stock or Parent Common Stock shall have been changed into a different
number of shares or a different class of shares as a result of a stock
split, reverse stock split, dividend payable in stock or other
securities, recapitalization, reclassification or other similar
transaction, then the Option Per Share Consideration shall be
appropriately adjusted to provide the Stockholders with the same
economic effect as contemplated by this Agreement prior to such stock
split, reverse stock split, dividend payable in stock or other
securities, spin-off, combination or exchange of shares, extraordinary
dividend, recapitalization, reclassification or other similar
transaction.
(b) Notwithstanding anything in this Section 4 to the contrary, no
certificate or scrip representing any fractional shares of Parent shall be
issued hereunder to any Stockholder and no such fractional-share interest shall
entitle the holder thereof to any vote or any other right of a stockholder of
Parent. Each Stockholder entitled to receive Parent Common Stock who would
otherwise have been entitled to receive a fraction of a share of Parent Common
Stock shall receive, in lieu thereof, a cash payment (without interest) equal to
such fraction multiplied by the Average Closing Price (each a "Fractional Share
Payment").
(c) The Options shall remain exercisable until June 1, 1999.
(d) Parent may exercise the Options with respect to all, but not less
than all, of the Subject Shares.
(e) If Parent exercises the Options, Parent shall take all appropriate
action to complete the Merger and there shall be no conditions to Parent's
obligations to effect the Merger other than the absence of any law or regulation
or any order, decree or injunction of a court of competent jurisdiction
enjoining or prohibiting the consummation of the Merger; provided, however, that
if the Merger is so enjoined or prohibited, then Parent shall, as promptly as
practicable after the issuance of any such order, decree or injunction, effect
an exchange offer to acquire any and all such shares for shares of
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Parent Common Stock on the same terms as set forth in the Merger Agreement,
unless such exchange offer is so enjoined or otherwise prohibited by law.
(f) Parent may exercise the Options at any time before the Options
terminate by giving to each Stockholder a written notice evidencing the exercise
of the Options and specifying a closing date, which shall not be later than ten
Business Days from the date of the notice. Parent's obligation to purchase the
Subject Shares upon any exercise of the Options and the Stockholders' obligation
to sell the Subject Shares upon any exercise of the Options are subject to the
conditions that (i) no preliminary or permanent injunction or other order
prohibiting the purchase, issuance or delivery of the Shares issued by any
Governmental Entities will be in effect and (ii) any applicable waiting period
required for the purchase of the Subject Shares under the HSR Act will have
expired or been terminated, provided that if such injunction or other order has
become final and nonappealable, the Options shall terminate. The Stockholders'
obligation to sell the Shares upon exercise of the Options is subject to the
further condition that the Company's tax counsel shall have received from Parent
a certificate to the fact that Parent has not taken any action to cause or which
is reasonably likely to cause the matters set forth in the Parent Tax
Certificate delivered pursuant to Section 6.14 of the Merger Agreement to be
untrue in any material respect.
(g) The closing will occur at the principal office of Parent. At the
closing, Parent will deliver to each Stockholder the Option Per Share
Consideration. Each Stockholder will deliver to Parent the certificates
representing the Stockholder's shares, together with a duly executed stock
power.
5. Grant of Irrevocable Proxy.
(a) Existing Proxies Revoked. The Stockholders represent that any
proxies heretofore given in respect of the Subject Shares are not irrevocable,
and that any such proxies are hereby revoked.
(b) Grant of Irrevocable Proxy to Parent and Merger Sub. Following the
receipt of the vote of the Stockholders called for in Section 3(a) above, upon
Parent's or Merger Sub's request, each Stockholder hereby agrees to irrevocably
grant to, and appoint, Parent and Merger Sub, and each of them, and any person
who may hereafter be designated by Parent or Merger Sub as permitted under
applicable law, and each of them individually, the Stockholders' proxy and
attorney-in-fact (with full power of substitution), for and in the name, place
and stead of the Stockholder, to vote the Subject Shares, or grant a consent or
approval in respect of such Subject Shares, in favor of or against, as the case
may be, the matters set forth in Sections 3(a) and 3(b), and to execute and
deliver an appropriate instrument irrevocably granting such proxy. The proxy
granted herein shall terminate upon any termination of this Agreement in
accordance with its terms.
(c) Affirmations. Each Stockholder hereby affirms that any irrevocable
proxy granted pursuant to Section 5(b) will be given in connection with the
execution of the Merger Agreement, and that such irrevocable proxy will be given
to secure the performance of the duties of the Stockholder under this Agreement.
If so granted, the Stockholders hereby ratify and confirm all that such
irrevocable proxy may lawfully do or cause to be done by virtue thereof. Such
irrevocable proxy, if and when executed, is intended to be irrevocable in
accordance with the provisions of Section 212(e) of the DGCL until such time as
this Agreement terminates in accordance with its terms.
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6. Further Assurances. Each Stockholder will, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Parent or Merger Sub may
reasonably request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
7. Assignment. Except as provided herein, neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
of the parties without the prior written consent of the other parties, except
that Parent may assign, it its sole discretion, any or all of its rights,
interest and obligations hereunder to Merger Sub or to any direct or indirect
wholly owned subsidiary of Parent. Subject to the preceding sentence, this
Agreement will be binding upon, inure to the benefit of and be enforceable by
the parties and their respective successors and assigns.
8. Termination. This Agreement shall terminate upon the earlier of (a)
June 1, 1999, (b) the Effective Time of the Merger and (c) the termination of
the Merger Agreement. All representations and warranties contained herein shall
terminate upon the termination of this Agreement.
9. General Provisions.
(a) Amendments. This Agreement may not be amended except by an
instrument in writing signed by each of the parties hereto.
(b) Notice. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed) or sent by overnight courier (providing proof of delivery) to Parent
in accordance with the notification provision contained in the Merger Agreement
and to the Stockholders at their respective addresses set forth on the books of
the Company (or at such other address for a party as shall be specified by like
notice).
(c) Interpretation. When a reference is made in this Agreement to
Sections, such reference shall be to a Section to this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Wherever the words "include," "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation."
(d) Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more of the counterparts have been signed by
each of the parties hereto and delivered to the other parties, it being
understood that each party need not sign the same counterpart. Delivery of an
executed counterpart of a signature page to this Agreement by telecopier shall
be as effective as delivery of a manually executed counterpart of this
Agreement.
(e) Entire Agreement; No Third-Party Beneficiaries. This Agreement and
the Schedules attached hereto, and the Merger Agreement and the Schedules and
Exhibits attached thereto, all of which are a part hereof, contain the entire
understanding of the parties hereto and thereto with respect to the subject
matter contained herein and therein, and supersede and cancel all prior
agreements, negotiations, correspondence, undertakings and communications of the
parties, oral or written, respecting such subject matter. There are no
restrictions, promises, representations, warranties, agreements or undertakings
of any party hereto with respect to the transactions contemplated by this
Agreement other than those set forth herein or in the Merger Agreement or made
hereunder or
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thereunder. This Agreement is not intended to confer upon any person other than
the parties hereto and Merger Sub, which is an express beneficiary of this
Agreement, any rights or remedies hereunder.
(f) Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware regardless of the laws
that might otherwise govern under applicable principles of conflicts of law
thereof or of any other jurisdiction.
(g) Severability. If any term, provision, covenant or restriction
herein, or the application thereof to any circumstance, shall, to any extent, be
held by a court of competent jurisdiction to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions herein and
the application thereof to any other circumstances, shall remain in full force
and effect, shall not in any way be affected, impaired or invalidated, and shall
be enforced to the fullest extent permitted by law, and the parties hereto shall
reasonably negotiate in good faith a substitute term or provision that comes as
close as possible to the invalidated and unenforceable term or provision, and
that puts each party in a position as nearly comparable as possible to the
position each such party would have been in but for the finding of invalidity or
unenforceability, while remaining valid and enforceable.
(h) Waiver. Any provisions of this Agreement may be waived at any time
by the party that is entitled to the benefits thereof. No such waiver, amendment
or supplement will be effective unless in writing and is signed by the party or
parties sought to be bound thereby. Any waiver by any party of a breach of any
provision of this Agreement will not operate as or be construed to be a waiver
of any other breach of such provisions or of any breach of any other provision
of this Agreement. The failure of a party to insist upon strict adherence to any
term of this Agreement or one or more sections hereof will not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
10. Stockholder Representatives. Each Stockholder signs solely in its
capacity as the beneficial owner of, or the general partner of a partnership or
the trustee of a trust which is the beneficial owner of, such Stockholder's
Subject Shares and nothing contained herein shall limit or affect any actions
taken by any officer, director, partner, affiliate or representative of a
Stockholder who is or becomes an officer or a director of the Company in his or
her capacity as an officer or director of the Company and none of such actions
in such capacity shall be deemed to constitute a breach of this Agreement.
11. Release from and Assignment of All Known and Unknown Claims. Each
Stockholder hereby releases and forever discharges the Company and its former
and current officers, directors, employees, agents and representatives
(collectively, the "Company Releasees") from any and all claims, liens, demands,
expenses, causes of action, obligations, damages, liabilities, losses and
judgments, known or unknown, which existed in the past or which currently exist
(collectively, together with any future causes of action, "Claims"). To the
maximum extent permitted by law, each Stockholder hereby assigns all Claims to
Parent. Each Stockholder understands and expressly acknowledges that it is
possible that unknown Claims exist against the Company Releasees and each
Stockholder warrants that he, she or it explicitly took this into account in
determining whether to enter into this Agreement. Consequently, each Stockholder
expressly waives and assigns to Parent any and all such unknown Claims,
provided, however, that nothing in this Section 11 shall in any way affect the
rights of any Stockholder (i) to indemnification as a director, officer or
employee of the Company according to the terms of the Company's charter or
bylaws, any indemnification agreement between the Company and its directors, or
the Merger Agreement, (ii) to the Option Per Share Consideration or the Merger
Per Share Consideration, and (iii) to any compensation, benefits and expense
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reimbursement owed to such Stockholder in its capacity as an employee of the
Company. This release and assignment shall be effective upon the earlier of the
Effective Time of the Merger or the Option Exercise Date.
12. Enforcement. The parties agree that irreparable damage would occur
in the event that any of the provisions of this Agreement were not performed in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any court of the United States
located in the State of Delaware or in a Delaware state court, this being in
addition to any other remedy to which they are entitled at law or in equity. In
addition, each of the parties hereto (i) consents to submit such party to the
personal jurisdiction of any Federal court located in the State of Delaware or
any Delaware state court in the event any dispute arises out of this Agreement
or any of the transactions contemplated hereby, (ii) agrees that such party will
not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that such party will not
bring any action relating to this Agreement or the transactions contemplated
hereby in any court other than a Federal court sitting in the state of Delaware
or a Delaware state court, (iv) waives any right to trial by jury with respect
to any claim or proceeding related to or arising out of this Agreement or any of
the transactions contemplated hereby, and (v) appoints The Corporation Trust
Company as such party's agent for service of process in the State of Delaware.
13. Amendment of Merger Agreement. If the Merger Agreement shall have
been amended pursuant to Section 9.01(f) thereof, Parent shall have the right to
amend this Agreement in a manner corresponding to the amendments made in the
Merger Agreement, so that the Option Per Share Consideration would consist of
cash equal to the Option Exchange Ratio divided by the Average Closing Price.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as of
the date first written above.
CHEVRON CORPORATION
By: /s/ R. H. MATZKE
-----------------------------------
Name: R. H. Matzke
-----------------------------------
Title: Vice President
-----------------------------------
STOCKHOLDERS
/s/ PATRICK R. RUTHERFORD
------------------------------------------
Patrick R. Rutherford
/s/ PATRICK R. RUTHERFORD
------------------------------------------
Patrick R. Rutherford, for and on behalf
of PRRTHAI, Inc.
/s/ PATRICK R. RUTHERFORD
------------------------------------------
Patrick R. Rutherford, for and on behalf
of THAIPRR, L.P.
/s/ PATRICK R. RUTHERFORD
------------------------------------------
Patrick R. Rutherford, as Trustee of the
P.R. Rutherford Trust, dated 6/4/83
/s/ SUSAN R. RUTHERFORD
------------------------------------------
Susan R. Rutherford
/s/ SUSAN R. RUTHERFORD
------------------------------------------
Susan R. Rutherford, for and on behalf of
SRRTHAI, Inc.
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/s/ JOHN A. MORAN
------------------------------------------
John A. Moran, for and on behalf of
JAMTHAI, Inc.
/s/ JOHN A. MORAN
------------------------------------------
John A. Moran, for and on behalf of
THAIJAM, L.P.
/s/ JOHN A. MORAN
------------------------------------------
John A. Moran, for and on behalf of Texas
Gulf Partnership
/s/ JOHN A. MORAN
------------------------------------------
John A. Moran, as Trustee of the John A.
Moran Charitable Remainder Unitrust of
1994
/s/ CAROLE O. MORAN
------------------------------------------
Carole O. Moran
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SCHEDULE A
LIST OF STOCKHOLDERS
Shares of Common Stock
Beneficially
Name Owned
- ---- ------------------------
JAMTHAI, Inc. (a Delaware corporation) 997,124
THAIJAM, L.P. (a Delaware limited partnership) 6,173,612
Texas Gulf Partnership (a Texas partnership) 120,000
The John A. Moran Charitable Remainder Unitrust of 1994, 2,057,871
John A. Moran, Trustee
PRRTHAI, Inc. (a Delaware corporation) 3,625,488
THAIPRR, L.P. (a Delaware limited partnership) 19,673
SRRTHAI, Inc. (a Delaware corporation) 144,587
Susan R. Rutherford 28,000
P. R. Rutherford Trust, dated 6/4/83, Patrick R. Rutherford, 23,000
Trustee; Michael G. Rutherford, Trustee; Eugene
Heideman, Trustee
Patrick R. Rutherford 6,017,846
Carole O. Moran 16,000
A-1