As filed with the Securities and Exchange Commission on June 26, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CHEVRONTEXACO CORPORATION
CHEVRON CAPITAL U.S.A. INC.
CHEVRON CAPITAL CORPORATION
CHEVRON CANADA CAPITAL COMPANY
CHEVRONTEXACO CAPITAL COMPANY
CHEVRONTEXACO FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 94-0890210
Delaware 94-2943052
Delaware 94-3343413
Nova Scotia 98-0213478
Nova Scotia [applied for]
Delaware [applied for]
(State or other jurisdiction of Incorporation or organization) (I.R.S. Employer Identification No.)
CHEVRONTEXACO CORPORATION
CHEVRON CAPITAL U.S.A. INC.
CHEVRON CAPITAL CORPORATION CHEVRON CANADA CAPITAL COMPANY
CHEVRONTEXACO FUNDING CORPORATION CHEVRONTEXACO CAPITAL COMPANY
575 Market Street, San Francisco, California 94105 500 5th Avenue S.W., Calgary, Alberta T2P OL7
(415) 894-7700 (403) 234-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Lydia I. Beebe, Corporate Secretary
ChevronTexaco Corporation
575 Market Street, San Francisco, California 94105
(415) 894-7700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Ruth Modisette, Esq.
David M. Koeninger, Esq. Janet L. Fisher, Esq.
Pillsbury Winthrop LLP Cleary, Gottlieb, Steen & Hamilton
50 Fremont Street, San Francisco, California 94105 One Liberty Plaza, New York, New York 10006-1470
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement as determined
by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] __________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed Maximum
Maximum Aggregate
Title of Each Class Amount To Be Offering Price Offering Amount of
of Securities To Be Registered Registered(1) Per Unit(2) Price(2) Registration Fee
- -----------------------------------------------------------------------------------------------
Debt securities.................. $4,000,000,000 100% $4,000,000,000 $368,000(3)
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Guarantees of the debt securities -- -- -- --
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(1) Or, if any securities are issued at original issue discount, such greater
amount as shall result in aggregate proceeds of $4,000,000,000 to the
issuer.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o) under the Securities Act.
(3) ChevronTexaco Corporation, Chevron Capital Corporation and Chevron Canada
Capital Company previously paid a filing fee of $556,000 in respect of
$2,000,000,000 of unsold debt securities and guarantees of such debt
securities registered under registration statement nos. 333-90977,
333-90977-01 and 333-90977-02, initially filed November 15, 1999. Pursuant
to Rule 457(p) under the Securities Act, the registrants hereby offset the
filing fee for this registration statement by the amount of such previously
paid filing fee. Accordingly, no filing fee has been submitted herewith.
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED IN THIS PROSPECTUS IS SUBJECT TO COMPLETION OR AMENDMENT.
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE OF THESE SECURITIES IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 26, 2002
PROSPECTUS
$4,000,000,000
CHEVRONTEXACO CORPORATION
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CHEVRON CAPITAL U.S.A. INC.
CHEVRON CAPITAL CORPORATION
CHEVRON CANADA CAPITAL COMPANY
CHEVRONTEXACO CAPITAL COMPANY
CHEVRONTEXACO FUNDING CORPORATION
unconditionally guaranteed by
CHEVRONTEXACO CORPORATION
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DEBT SECURITIES
Any of ChevronTexaco Corporation, Chevron Capital U.S.A. Inc., Chevron
Capital Corporation, Chevron Canada Capital Company, ChevronTexaco Capital
Company or ChevronTexaco Funding Corporation may offer from time to time debt
securities up to an amount resulting in aggregate proceeds of $4,000,000,000,
or an equivalent amount if the securities are denominated in another currency.
Market conditions at the time of sale will determine the terms of any
securities offered.
Securities offered by Chevron Capital U.S.A. Inc., Chevron Capital
Corporation, Chevron Canada Capital Company, ChevronTexaco Capital Company or
ChevronTexaco Funding Corporation, which are referred to collectively in this
prospectus as the subsidiary issuers, will be unconditionally guaranteed by
ChevronTexaco.
ChevronTexaco or any subsidiary issuer may issue securities in one or more
series with the same or various maturities, at par, at a premium or with an
original issue discount. The securities may be offered through underwriters or
agents, or directly to investors or dealers. At the issuer's option and as
described in the relevant prospectus supplement, the securities may be
denominated in U.S. dollars or in any other currency.
This prospectus describes generally the terms of the securities. A
supplement or supplements to this prospectus will describe the specific terms
of each issuance of securities. If any offering involves underwriters, dealers
or agents, arrangements with them will be described in the prospectus
supplement that relates to that offering.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this prospectus is .
ABOUT THIS PROSPECTUS
This prospectus is part of a "shelf" registration statement that
ChevronTexaco and the subsidiary issuers have filed with the United States
Securities and Exchange Commission. By using a shelf registration statement,
ChevronTexaco or any subsidiary issuer may sell debt securities in one or more
offerings up to a total dollar amount of $4,000,000,000. This prospectus only
provides a general description of the securities that may be offered. Each time
ChevronTexaco or a subsidiary issuer sells securities under the shelf
registration, a supplement to this prospectus containing specific information
about the terms of the securities will be provided. Any prospectus supplement
may also add, update or change information contained in this prospectus. Before
purchasing any securities, you should read carefully both this prospectus and
any supplement, together with the additional information described under the
heading "Where You Can Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
ChevronTexaco files annual, quarterly and special reports, proxy statements
and other information with the Commission. ChevronTexaco's filings are also
available to the public over the Internet at its web site
(www.chevrontexaco.com) or at the Commission's website (www.sec.gov). Copies of
all such reports, proxy statements and other documents are also available at
the Commission's public reference room at 450 Fifth Street, N.W., Washington,
D.C. 20549. You may obtain information on the operation of the Commission's
public reference room by calling the Commission at (800) SEC-0330.
ChevronTexaco is not required to, and does not, provide annual reports to
holders of its debt securities unless specifically requested to do so.
ChevronTexaco has filed a registration statement on Form S-3 with the
Commission under the Securities Act of 1933, as amended, relating to the
securities offered by this prospectus. This prospectus does not contain all of
the information set forth in the registration statement. Some information has
been omitted in accordance with the rules and regulations of the Commission.
For further information, please refer to the registration statement and the
exhibits and schedules filed with it.
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INFORMATION INCORPORATED BY REFERENCE
The Commission allows ChevronTexaco to "incorporate by reference" into this
prospectus the information in documents that ChevronTexaco files with it. This
means that ChevronTexaco can disclose important information to you by referring
you to other documents which it has filed separately with the Commission. The
information incorporated by reference is an important part of this prospectus,
and the information that ChevronTexaco files with the Commission after the date
hereof will automatically update and may supercede this information.
ChevronTexaco incorporates by reference the documents listed below and any
future filings which ChevronTexaco makes with the Commission under sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
until the termination of the offering of securities by this prospectus.
(a) ChevronTexaco's Annual Report on Form 10-K for the year ended December
31, 2001.
(b) ChevronTexaco's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2002.
Upon written or oral request, ChevronTexaco will provide, without charge, to
each person to whom a copy of this prospectus has been delivered, a copy of any
or all of the documents described above which have been or may be incorporated
by reference in this prospectus but not delivered with this prospectus.
Requests for copies should be directed to:
ChevronTexaco Corporation
6001 Bollinger Canyon Rd., Building E
San Ramon, California 94583
Attention: Corporate Finance
Telephone: (925) 842-8049
CHEVRONTEXACO CORPORATION
ChevronTexaco Corporation, a Delaware corporation, manages its investments
in subsidiaries and affiliates, and provides administrative, financial and
management support to, U.S. and foreign subsidiaries that engage in fully
integrated petroleum operations, chemicals operations, coal mining, power and
energy services. The company operates in the United States and approximately
180 other countries. Petroleum operations consist of exploring for, developing
and producing crude oil and natural gas; refining crude oil into finished
petroleum products; marketing crude oil, natural gas and the many products
derived from petroleum; and transporting crude oil, natural gas and petroleum
products by pipelines, marine vessels, motor equipment and rail car. Chemicals
operations include the manufacture and marketing, by an affiliate, of commodity
petrochemicals and plastics for industrial uses, and the manufacture and
marketing, by a consolidated subsidiary, of fuel and lubricating oil additives.
ChevronTexaco's executive offices are located at 575 Market Street, San
Francisco, California 94105 (telephone: (415) 894-7700).
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CHEVRON CAPITAL U.S.A. INC.
Chevron Capital U.S.A. Inc. is an indirect wholly owned subsidiary of
ChevronTexaco, incorporated on July 16, 1984 and organized under the laws of
the state of Delaware. Its principal executive offices are located at 575
Market Street, San Francisco, California 94105 (telephone (415) 894-7700). Its
business activities consist primarily of providing funds to ChevronTexaco for
general corporate purposes.
CHEVRON CAPITAL CORPORATION
Chevron Capital Corporation is a direct wholly owned subsidiary of
ChevronTexaco, incorporated on April 29, 1999 and organized under the laws of
the state of Delaware. Its principal executive offices are located at 575
Market Street, San Francisco, California 94105 (telephone (415) 894-7700). Its
business activities consist primarily of providing funds to ChevronTexaco for
general corporate purposes.
CHEVRON CANADA CAPITAL COMPANY
Chevron Canada Capital Company is an indirect wholly owned subsidiary of
ChevronTexaco, incorporated on November 5, 1999 and organized under the laws of
Nova Scotia, Canada. Its principal executive offices are located at 500 5th
Avenue S.W., Calgary, Alberta T2P OL7 (telephone (403) 234-5000). Its business
activities consist primarily of providing funds to non-U.S. affiliates of
ChevronTexaco for general corporate purposes.
CHEVRONTEXACO CAPITAL COMPANY
ChevronTexaco Capital Company is an indirect wholly owned subsidiary of
ChevronTexaco, incorporated on May 7, 2002 and organized under the laws of Nova
Scotia, Canada. Its principal executive offices are located at 500 5th Avenue
S.W., Calgary, Alberta T2P OL7 (telephone (403) 234-5000). Its business
activities consist primarily of providing funds to non-U.S. affiliates of
ChevronTexaco for general corporate purposes.
CHEVRONTEXACO FUNDING CORPORATION
ChevronTexaco Funding Corporation is an indirect wholly owned subsidiary of
ChevronTexaco, incorporated on June 11, 2002 and organized under the laws of
the state of Delaware. Its principal executive offices are located at 575
Market Street, San Francisco, California 94105 (telephone (415) 894-7700). Its
business activities consist primarily of providing funds to non-U.S. affiliates
of ChevronTexaco for general corporate purposes.
USE OF PROCEEDS
Except as any accompanying prospectus supplement may state, the net proceeds
from the sale of securities will be used for general corporate purposes,
including refinancing a portion of the existing commercial paper borrowings or
long-term or short-term debt of ChevronTexaco or its subsidiaries, or financing
capital programs.
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FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement contains or
incorporates by reference forward-looking statements that have been made
pursuant to the provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are not historical facts, but rather are
based on current expectations, estimates and projections. Words such as
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"
and similar expressions are intended to identify forward-looking statements.
These statements are not guarantees of future performance and are subject to
risks, uncertainties and other factors, some of which are beyond the control of
ChevronTexaco and the subsidiary issuers are difficult to predict and could
cause actual results to differ materially from those expressed or forecasted in
the forward-looking statements. You should not place undue reliance on these
forward-looking statements, which speak only as of the date of this prospectus
or the prospectus supplement containing the forward-looking statements. Neither
ChevronTexaco nor any subsidiary issuer is obligated to update these statements
or publicly release the result of any revision to them to reflect events or
circumstances after the date of this prospectus or the applicable prospectus
supplement, or to reflect the occurrence of unanticipated events.
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DESCRIPTION OF THE SECURITIES
The following is a general description of the securities that may be offered
by this prospectus. This summary is not meant to be a complete description of
the securities. The accompanying prospectus supplement will contain the
material terms and conditions of the securities described in this prospectus.
Each series of securities will be issued under one of the following
indentures:
. Indenture, dated as of June 15, 1995, as supplemented by the First
Supplemental Indenture dated October 13, 1999, each being between
ChevronTexaco and JPMorgan Chase Bank, as trustee.
. Indenture, dated as of May 15, 1987, as supplemented by the First
Supplemental Indenture dated as of August 1, 1994, each being among
ChevronTexaco, as guarantor, Chevron Capital U.S.A. Inc. and JPMorgan
Chase Bank, as trustee.
. Indenture to be entered into among ChevronTexaco, as guarantor, Chevron
Capital Corporation and JPMorgan Chase Bank, as trustee.
. Indenture to be entered into among ChevronTexaco, as guarantor, Chevron
Canada Capital Company and a trustee to be named.
. Indenture to be entered into among ChevronTexaco, as guarantor,
ChevronTexaco Capital Company and JPMorgan Chase Bank, as trustee.
. Indenture to be entered into among ChevronTexaco, as guarantor,
ChevronTexaco Funding Corporation and a trustee to be named.
Each indenture provides for the issuance of securities without limitation as to
aggregate principal amount. See "Description of the Indentures," below.
For each series of securities, the following terms will be described in the
prospectus supplement applicable to that series:
. the identity of the issuer and the applicable indenture;
. the designation of the series of securities;
. the aggregate principal amount of the series of securities;
. the stated maturity or maturities for payment of principal of the series
of securities;
. any sinking fund or analogous provisions;
. the rate or rates at which the series of securities bears interest, the
method of calculating the interest rate or rates and the interest payment
dates for the series;
. the currencies in which principal of and interest and any premium on the
series of securities will be payable, if other than U.S. dollars;
. the redemption date or dates, if any, and the redemption price or prices
and other applicable redemption provisions for the series of securities;
. whether the series will be issued as one or more global securities, and
if so, the depository for the securities;
. if not issued as global securities, the denominations in which the
securities of the series will be issuable, if other than denominations of
$1,000 and integral multiples of $1,000;
. the date from which interest on the series of securities will accrue;
. the basis upon which interest on the series of securities will be
computed, if other than a 360-day year of twelve 30-day months;
. if other than the principal amount of the series of securities, the
portion of the principal amount of the series of securities that will be
payable upon any declaration of acceleration of the maturity of the
series of securities pursuant to the applicable indenture;
. if other than the trustee under the applicable indenture, the person or
persons who shall be registrar for the series of securities;
. the record date; and
. any other term or provision relating to the series of securities which is
not inconsistent with the provisions of the applicable indenture.
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DESCRIPTION OF THE INDENTURES
THE FOLLOWING DESCRIPTION OF THE INDENTURES IS ONLY A SUMMARY. A COPY OF
EACH INDENTURE IS FILED AS AN EXHIBIT TO, OR INCORPORATED BY REFERENCE IN, THIS
REGISTRATION STATEMENT. WE ENCOURAGE YOU TO READ EACH INDENTURE IN ITS ENTIRETY.
GENERAL
ChevronTexaco may issue securities from time to time under an Indenture
dated as of June 15, 1995, as supplemented by the First Supplemental Indenture,
dated as of October 13, 1999, each being between ChevronTexaco and JPMorgan
Chase Bank, as trustee, and which are collectively referred to in this
prospectus as the ChevronTexaco indenture. Chevron Capital U.S.A. Inc. may
issue securities from time to time under an Indenture, dated as of May 15,
1987, as supplemented by the First Supplemental Indenture dated as of August 1,
1994, each being among ChevronTexaco, as guarantor, Chevron Capital U.S.A. Inc.
and JPMorgan Chase Bank, as trustee. Chevron Capital Corporation may issue
securities from time to time under an Indenture to be entered into among
ChevronTexaco, as guarantor, Chevron Capital Corporation and JPMorgan Chase
Bank, as trustee. Chevron Canada Capital Company may issue securities from time
to time under an Indenture to be entered into among ChevronTexaco, as
guarantor, Chevron Canada Capital Company and a trustee to be named.
ChevronTexaco Capital Company may issue securities from time to time under an
Indenture to be entered into among ChevronTexaco, as guarantor, ChevronTexaco
Capital Company and JPMorgan Chase Bank, as trustee. ChevronTexaco Funding
Corporation may issue securities from time to time under an Indenture to be
entered into among ChevronTexaco, as guarantor, ChevronTexaco Funding
Corporation and a trustee to be named. The subsidiary issuers' indentures are
referred to collectively in this prospectus as the subsidiary indentures. The
subsidiary indentures, together with the ChevronTexaco indenture, are referred
to collectively in this prospectus as the indentures.
The following terms apply to securities issued under any of the indentures.
Terms of the indentures which apply only to securities issued by the subsidiary
issuers appear below, under "The Subsidiary Indentures."
COVENANTS OF CHEVRONTEXACO
Capitalized terms used in the following description are defined terms. The
definitions of these terms are located under "--Definitions applicable to
covenants."
Corporate existence
In each indenture, ChevronTexaco agrees that, so long as securities are
outstanding under the indenture, ChevronTexaco will not sell substantially all
of its assets, dissolve, or consolidate or merge with any corporation unless
the purchaser of the assets or the surviving company in any merger or
consolidation:
. is incorporated and existing under the laws of one of the states of the
United States of America;
. assumes ChevronTexaco's obligations under the indenture and the
securities issued under the indenture; and
. is not, after the sale, merger or consolidation, in default under any
provision of the indenture.
Securities to be secured in certain events
In each indenture, ChevronTexaco agrees that prior to consummating any
consolidation or merger that would subject any Principal Property to any
mortgage, security interest, pledge, lien or other encumbrance, it will secure
all securities outstanding under the indenture equally and ratably with the
debt or other obligation secured by the encumbrance resulting from the
consolidation or merger. ChevronTexaco may also secure, together with the
securities issued under the indenture, any of its other
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indebtedness or any indebtedness it guarantees that ranks equally with
securities issued under the indenture. This covenant does not apply to debts or
obligations that ChevronTexaco or any Restricted Subsidiary could have incurred
without securing securities issued under the indenture pursuant to the covenant
"Limitation on liens," described in this prospectus.
Limitations on liens
In each indenture, ChevronTexaco agrees that it will not, and it will not
permit any Restricted Subsidiary to, issue, assume or guarantee any debt
secured by a mortgage, pledge or lien on any Property, without effectively
providing that the securities outstanding under that indenture shall be equally
and ratably secured. ChevronTexaco may also secure, together with the
securities issued under that indenture, any of its other indebtedness or any
indebtedness it guarantees that ranks equally with securities issued under that
indenture. This covenant does not apply to debt secured by:
. liens on Property of any corporation existing at the time the corporation
becomes a Restricted Subsidiary;
. liens on Property existing at the time ChevronTexaco acquired the
Property;
. liens on Property that secure debt incurred for the payment of all or any
part of the purchase price of the Property;
. liens on Property that secure a debt incurred prior to, at the time of or
within two years after the acquisition of the Property for the purpose of
financing all or any part of the purchase price of the Property;
. liens on Property to secure a debt incurred to fund all or any part of
the cost of exploration, drilling or development of the Property or the
cost of improvements to the Property;
. liens that secure debt owing by a Restricted Subsidiary to ChevronTexaco
or any subsidiary of ChevronTexaco;
. liens on personal property, other than shares of stock or indebtedness of
any Restricted Subsidiary, to secure loans maturing in less than one year;
. liens on Property to secure debt incurred in connection with any
financing done in accordance with the provisions of section 103 of the
Internal Revenue Code of 1986, as amended; or
. any extension, renewal or replacement, in whole or in part, of any lien
referred to in the above list or any debt secured by a lien referred to
in the above list.
For purposes of this covenant, the following types of transactions are
deemed not to create debt secured by a lien:
. the sale or other transfer of oil, gas or other minerals in place for a
period of time until, or in an amount such that, the purchaser will
realize from the sale or transfer a specified amount of money, however
determined, or a specified amount of the minerals, or the sale or other
transfer of any other interest in property of the character commonly
referred to as a "production payment"; and
. the mortgage or pledge of any property of ChevronTexaco or any Subsidiary
in favor of the United States, or any state, or any department, agency or
instrumentality of either, to secure partial, progress, advance or other
payments to ChevronTexaco or any Subsidiary pursuant to the provisions of
any contract or statute.
Notwithstanding the restrictions contained in this covenant, ChevronTexaco
may, and may permit any Restricted Subsidiary to, issue, assume or guarantee
debt without equally and ratably securing the securities issued under the
indenture, provided that the aggregate amount of that debt and Attributable
Debt with respect to sale and leaseback arrangements does not exceed ten
percent of ChevronTexaco's Consolidated Adjusted Tangible Assets.
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Limitation on sale and leaseback
In each indenture, ChevronTexaco agrees that it will not, and it will not
permit any Restricted Subsidiary to, enter into any sale and leaseback
arrangement unless either:
. ChevronTexaco or any Restricted Subsidiary could create debt secured by a
mortgage pursuant to the covenant "Limitation on liens" on the property
to be leased without equally and ratably securing the securities issued
under that indenture; or
. within one year before or after the sale or transfer, ChevronTexaco has
applied or applies an amount equal to the greater of (a) the net proceeds
of the sale of the leased property or (b) the fair value of the leased
property at the time of the sale and leaseback transaction to:
. the voluntary retirement of debt of ChevronTexaco or a Restricted
Subsidiary or debt of a Subsidiary that matures more than one year
after being incurred; or
. the acquisition, development or improvement of a Principal Property.
This covenant does not apply to temporary leases for a term of not more that
three years or sale or transfer and leaseback transactions involving the
acquisition or improvement of Principal Properties, provided within one year
before or after the sale or transfer, ChevronTexaco has applied or applies an
amount equal to the greater of (a) the net proceeds of the sale of the leased
property or (b) the fair value of the leased property at the time of the
transaction to:
. the voluntary retirement of debt of ChevronTexaco or a Restricted
Subsidiary or debt of a Subsidiary that matures more than one year after
being incurred; or
. the acquisition, development or improvement of a Principal Property.
Definitions applicable to covenants
Terms used in this description of ChevronTexaco's covenants under the
indentures have the following meanings:
"Attributable Debt" for a sale-leaseback transaction means the lesser of
. the fair value of the property subject to the transaction (as determined
by ChevronTexaco's Board of Directors); or
. the present value of rent for the remaining term of the lease.
"Consolidated Adjusted Tangible Assets" means the consolidated total assets
of ChevronTexaco and its subsidiaries as reflected in ChevronTexaco's most
recent consolidated balance sheet prepared in accordance with ChevronTexaco's
accounting policies and generally accepted accounting principles, less
. goodwill, trademarks, trade names, patents, unamortized debt discount and
expense and other deferred charges;
. total current liabilities except for (a) notes and loans payable, (b)
current maturities of long-term debt and (c) current maturities of
obligations under capital leases; and
. deferred credits and other noncurrent obligations, including minority
interests in consolidated subsidiaries and reserves--employee annuity
plans and other reserves which may hereafter be defined in
ChevronTexaco's accounting policies.
"Principal Property" means any oil or gas producing property located in the
United States of America, onshore or offshore, or any refinery or manufacturing
plant located in the United States of America, in each case now owned or
hereafter acquired by ChevronTexaco or a Restricted Subsidiary, except any oil
or gas producing property, refinery or plant that in the opinion of the Board
of Directors of ChevronTexaco is not of material importance to the total
business conducted by ChevronTexaco and its consolidated Subsidiaries.
9
"Property" means Principal Properties or any shares of stock of or
indebtedness of any Restricted Subsidiary.
"Restricted Subsidiary" means any Subsidiary of ChevronTexaco that has
substantially all of its assets located in the United States of America and
owns a Principal Property, and in which ChevronTexaco's direct or indirect
capital investment, together with the outstanding balance of
. any loans or advances made to such Subsidiary by ChevronTexaco or any
other Subsidiary and
. any debt of such Subsidiary guaranteed by ChevronTexaco or any other
Subsidiary.
exceeds $100 million. "Subsidiary" of ChevronTexaco means any corporation at
least a majority of the outstanding securities of which having ordinary voting
power (other than securities having such power only by reason of the happening
of a contingency) is owned by ChevronTexaco or by one or more Subsidiaries or
by ChevronTexaco and one or more Subsidiaries.
Any additional covenants
Any additional covenants with respect to any particular series of securities
issued under an indenture will be described in the relevant prospectus
supplement. The indentures do not contain any covenants specifically designed
to protect securityholders against a reduction in the creditworthiness of
ChevronTexaco in the event of a highly leveraged transaction. The indentures do
not limit the amount of additional indebtedness that ChevronTexaco, or any of
its subsidiaries, may incur.
EVENTS OF DEFAULT
The indentures define an event of default with respect to any particular
series of securities as any one of the following events:
. default for 30 days in any payment of interest on any security issued
under the indenture;
. default in the payment of the principal of or any premium on any security
issued under the indenture;
. default in the satisfaction of any sinking fund payment obligation
relating to any series of securities issued under the indenture;
. failure to perform any agreement or covenant in the securities of any
series, in the indenture or any supplemental indenture, for 90 days after
receiving notice of the failure;
. particular events of bankruptcy, insolvency or similar reorganization of
ChevronTexaco.
An event of default with respect to one series of securities will not
necessarily constitute an event of default with respect to any other series of
securities. If an event of default with respect to the securities of any one or
more series occurs and is continuing, the trustee or the holders of not less
than 25 percent in principal amount of the securities of each such series may
declare the principal amount of all of the securities of that series, together
with any accrued interest, to be immediately due and payable. In the case of
any original issue discount securities, the terms of those securities will
specify what portion of the principal amount the holders may declare due and
payable upon a continuing event of default. At any time after a declaration of
acceleration with respect to debt securities of any series has been made, but
before a judgment or decree based on acceleration has been obtained, the
holders of a majority in principal amount of the outstanding securities of that
series may, under some circumstances, rescind and annul the acceleration.
If an event of default occurs and is continuing, the trustee under the
applicable indenture may pursue any available remedy by proceeding at law or in
equity to collect the payment of principal or any premium
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or interest on the securities of the series to which the default relates or to
enforce the performance of any provision of that series of securities or the
indenture under which the securities were issued.
The holders of a majority in principal amount of the outstanding securities
of any series may waive any past event of default with respect to that series
and its consequences, except a continuing default:
. in the payment of the principal of or any redemption premium or interest
on such securities;
. in the satisfaction of any sinking fund obligation relating to such
series of securities; or
. in respect of a covenant or provision of the indenture under which the
series of securities was issued which cannot be modified or amended
without the consent of the holder of each security affected by the
default.
MODIFICATIONS OF THE INDENTURE
Without the consent of any holder of securities, ChevronTexaco and the
trustee, in the case of the ChevronTexaco indenture, or ChevronTexaco, the
subsidiary issuer and the trustee, in the case of a subsidiary indenture, may
enter into a supplemental indenture to amend the indenture or the securities
issued under that indenture for any of the following purposes:
. to cure any ambiguity, defect or inconsistency;
. to permit a successor to assume ChevronTexaco's obligations or the
obligations of any subsidiary issuer under the indenture as permitted by
the indenture;
. to eliminate or change any provision of the indenture, provided the
change does not adversely affect the rights of any holder of outstanding
securities;
. to provide for the issuance and establish the terms and conditions of
securities of any series;
. to add to ChevronTexaco's covenants or the covenants of any subsidiary
issuer further covenants, restrictions or conditions for the protection
of the holders of all or any particular series of securities; or
. to appoint, at the request of the trustee, a successor trustee for a
particular series of securities.
ChevronTexaco and the trustee and, if applicable, a subsidiary issuer, may
modify or amend an indenture and the rights and obligations of ChevronTexaco
and, if applicable, the subsidiary issuer, or the rights and obligation of the
holders of the securities at any time with the consent of the holders of not
less than a majority in aggregate principal amount of all series of securities
then outstanding and affected by the proposed modification or amendment, voting
as one class. However, without the consent of the holder of each affected
outstanding security, no amendment or modification may, among other things:
. change the fixed maturity or redemption date of any outstanding security;
. reduce the rate of interest on any outstanding security;
. alter the method of determining the rate of interest on any outstanding
security;
. extend the time of payment of interest;
. reduce the principal amount of any outstanding security;
. reduce any premium payable upon the redemption of any outstanding
security;
. change the coin or currency in which any outstanding securities or the
interest thereon are payable;
. impair the securityholders' right to institute suit for the enforcement
of payment;
. reduce the percentage of the holders of outstanding securities whose
consent is required for any modification or amendment;
. change the time of payment or reduce the amount of any minimum sinking
account or fund payment; or
. modify any provisions of the indenture relating to the amendment of the
indenture or the creation of a supplemental indenture, unless the change
increases the rights of the securityholders.
11
DEFEASANCE AND DISCHARGE
Each indenture provides that ChevronTexaco and, if applicable, the
subsidiary issuer, may terminate and be fully discharged from their obligations
with respect to any series of securities issued under that indenture if
ChevronTexaco or the subsidiary issuer deposits in trust with the applicable
trustee money, direct obligations of the United States of America or
obligations guaranteed by the United States of America sufficient to pay
principal, premium and interest, if any, on that series of securities to the
date of its redemption or maturity. In the case of securities issued in a
currency other than U.S. currency, ChevronTexaco or the subsidiary issuer may
instead deposit direct obligations of or obligations guaranteed by the
government that issued that currency. In order to terminate their obligations
in this manner, ChevronTexaco or the subsidiary issuer must deliver to the
trustee an opinion of counsel to the effect that the holders of that series of
securities will not recognize income, gain or loss for federal income tax
purposes as a result.
ChevronTexaco may also terminate its obligations to comply with covenants
applicable to any outstanding securities, including the covenants described in
"--Covenants of ChevronTexaco," if it or any subsidiary issuer deposits in
trust with the trustee money, direct obligations of the United States of
America or obligations guaranteed by the United States of America sufficient to
pay principal, premium and interest, if any, on that series of securities to
the date of its redemption or maturity.
GOVERNING LAW
The indentures and each security issued under the indentures are to be
deemed to be contracts made under, and are to be construed in accordance with,
the laws of the State of New York.
CONCERNING THE TRUSTEES
JPMorgan Chase Bank (successor to The Chase Manhattan Bank) is the trustee
of the ChevronTexaco and Chevron Capital U.S.A. Inc. indentures and will be the
trustee of the Chevron Capital Corporation and ChevronTexaco Capital Company
indentures. The trustee of the Chevron Canada Capital Company and ChevronTexaco
Funding Corporation indentures will be named. In certain instances,
ChevronTexaco or the holders of a majority of the then-outstanding principal
amount of the securities may remove a trustee and appoint a successor trustee.
A trustee may become the owner or pledgee of any of the securities issued under
an indenture with the same rights it would have if it were not the trustee.
Each trustee and any successor trustee must be a corporation:
. organized and doing business as a commercial bank under the laws of the
United States or of any state within the United States or of the District
of Columbia;
. authorized under applicable laws to exercise corporate trust powers;
. having a combined capital and surplus of at least $100 million; and
. subject to examination by federal or state or District of Columbia
authority.
From time to time, a trustee may also serve as trustee under other indentures
relating to securities issued by ChevronTexaco or affiliated companies and may
engage in commercial transactions with ChevronTexaco and affiliated companies.
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THE SUBSIDIARY INDENTURES
In addition to the general terms above, each subsidiary indenture includes
the following terms.
GUARANTEE
Under the terms of each subsidiary indenture, ChevronTexaco fully and
unconditionally guarantees to the holders of the securities the full and prompt
payment of the interest, principal and any redemption premium on the
securities. ChevronTexaco's guarantee will remain in effect until the entire
principal amount, all interest and any premium on the securities has been paid
in full or otherwise discharged in accordance with the terms of the applicable
subsidiary indenture. ChevronTexaco's obligations under its guarantee contained
in each subsidiary indenture are unconditional, irrespective of any invalidity,
illegality, irregularity or unenforceability of any security or that subsidiary
indenture. The trustee has the right to proceed first and directly against
ChevronTexaco, without first proceeding against any subsidiary issuer or
exhausting any other remedies it may have, in the event of a default in:
. the payment of interest on any security;
. the payment of principal of a security;
. the payment of any premium on any security; or
. any sinking fund payment.
SUCCESSORS TO SUBSIDIARY ISSUERS
All of the rights and obligations of a subsidiary issuer under any
subsidiary indenture and the securities outstanding under a subsidiary
indenture may be assigned and transferred to:
. another person with which the subsidiary is consolidated or merged or
which acquires by conveyance or transfer any of the properties or assets
of the subsidiary;
. ChevronTexaco; or
. a corporation, all of the outstanding shares of which, other than
directors' qualifying shares, are owned directly or indirectly by
ChevronTexaco.
Provided that the requirements of this covenant have been met, upon the
assignment or transfer, all of the obligations of the subsidiary issuer under
the applicable indenture and the securities issued under that indenture shall
cease and the subsidiary shall be released from its liability as obligor and
from all other obligations under the applicable indenture. In connection with
any assignment other than to ChevronTexaco, either
. ChevronTexaco's guarantee will remain in full force and effect or
. ChevronTexaco will execute a new guarantee agreement containing
substantially the same terms as those set forth in the applicable
indenture.
Any successor to any subsidiary under an indenture must be organized and
existing under the laws of the United States of America or one of the states of
the United States of America. In the event a subsidiary issuer assigns all of
its rights and obligations in respect of an indenture and any outstanding
securities to ChevronTexaco, the covenants of ChevronTexaco described above
under "--Covenants of ChevronTexaco" and any other covenants for the benefit of
any series of securities issued under that indenture will remain in effect.
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PLAN OF DISTRIBUTION
Securities may be sold in any one or more of the following ways:
. directly to purchasers or a single purchaser;
. through agents;
. through dealers;
. through one or more underwriters acting alone or through underwriting
syndicates led by one or more managing underwriters;
each as may be identified in a prospectus supplement relating to an issuance of
securities.
If securities described in a prospectus supplement are underwritten, the
prospectus supplement will name each underwriter of the securities. Only
underwriters named in a prospectus supplement will be deemed to be underwriters
of the securities offered by that prospectus supplement. Prospectus supplements
relating to underwritten offerings of securities will also describe:
. 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.
Securities may be sold directly by ChevronTexaco or any of the subsidiary
issuers through agents designated by ChevronTexaco or a subsidiary issuer from
time to time. Any agent involved in the offer or sale of securities, and any
commission payable by ChevronTexaco or a subsidiary issuer to such agent, will
be set forth in the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any agent involved in the offer or sale of securities
will be acting on a best efforts basis for the period of its appointment.
If indicated in a prospectus supplement, the obligations of the underwriters
will be subject to conditions precedent. With respect to a sale of securities,
the underwriters will be obligated to purchase all securities offered if any
are purchased.
ChevronTexaco will indemnify any underwriters and agents against various
civil liabilities, including liabilities under the Securities Act. Underwriters
and agents may engage in transactions with or perform services for
ChevronTexaco, the subsidiary issuers and affiliated companies in the ordinary
course of business.
LEGAL OPINIONS
Pillsbury Winthrop LLP will pass on the legality of the securities offered
by this prospectus and any guarantees by ChevronTexaco of securities offered by
this prospectus.
EXPERTS
The consolidated financial statements of ChevronTexaco incorporated in this
prospectus by reference to the Annual Report on Form 10-K for the year ended
December 31, 2001, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, except as they relate to
Texaco Inc. as of and for the two years in the period ended December 31, 2000,
which were audited by Arthur Andersen LLP.
Arthur Andersen LLP has not consented to the incorporation by reference of
their report on the financial statements of Texaco Inc. for the two years in
the period ended December 31, 2000 in this prospectus, and we have dispensed
with the requirement to file their consent in reliance upon Rule 437a of the
Securities Act of 1933. Because Arthur Andersen LLP has not consented to the
incorporation by reference of their report in this prospectus, you will not be
able to recover against Arthur Andersen LLP under Section 11 of the Securities
Act of 1933 for any untrue statements of a material fact contained in the
financial statements audited by Arthur Andersen LLP or any omissions to state a
material fact required to be stated therein.
14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
All amounts reflected in the table below are estimated except the SEC
registration fee.
SEC Registration Fee........................ $ 368,000
Blue Sky and Investment Eligibility Expenses 40,000
Trustee Fees and Expenses................... 120,000
Rating Agency Fees.......................... 155,000
Printing and Engraving...................... 45,000
Legal Fees.................................. 200,000
Accountants' Fees........................... 120,000
Miscellaneous............................... 30,000
----------
Total.................................... $1,078,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article IX of ChevronTexaco's Restated Certificate of Incorporation provides
as follows:
"1. A director of the corporation shall not be liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, except for liability (a) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (b) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) pursuant to section 174 of the Corporation Law; or (d)
for any transaction from which the director derived an improper personal
benefit.
2. To the fullest extent authorized by the Corporation Law, the
corporation shall indemnify any Corporate Servant who was or is a party or
is threatened to be made a party to any Proceeding by reason of the fact
that such person was or is a Corporate Servant.
3. In serving or continuing to serve the corporation, a Corporate Servant
is entitled to rely and shall be presumed to have relied on the rights
granted pursuant to the foregoing provisions of this Article IX, which shall
be enforceable as contract rights and inure to the benefit of the heirs,
executors and administrators of the Corporate Servant; and no repeal or
modification of the foregoing provisions of this Article IX shall adversely
affect any right existing at the time of such repeal or modification.
4. The Board of Directors is authorized, to the extent permitted by the
Corporation Law, to cause the corporation to pay expenses incurred by
Corporate Servants in defending Proceedings and to purchase and maintain
insurance on their behalf whether or not the corporation would have the
power to indemnify them under the provisions of this Article IX or otherwise.
5. Any right or privilege conferred by or pursuant to the provisions of
this Article IX shall not be exclusive of any other rights to which any
Corporate Servant may otherwise be entitled.
6. As used in this Article IX:
(a) 'Corporate Servant' means any natural person who is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
manager, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust or other organization or enterprise,
nonprofit or otherwise, including an employee benefit plan;
(b) 'Corporation Law' means the General Corporation Law of the State
of Delaware, as from time to time amended;
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(c) 'indemnify' means to hold harmless against expenses (including
attorneys' fees), judgments, fines (including excise taxes assessed with
respect to an employee benefit plan) and amounts paid in settlement
actually and reasonably incurred by the Corporate Servant in connection
with a Proceeding;
(d) 'Proceeding' means any threatened, pending or completed action,
suit or proceeding, whether civil, criminal or administrative; and
(e) 'request of the corporation' includes any written authorization
by an officer of the corporation."
Section 145 of the General Corporation Law of the State of Delaware, in
which ChevronTexaco is incorporated, permits, subject to certain conditions,
the indemnification of directors or officers of a Delaware corporation for
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with the defense of any action, suit or
proceeding in relation to certain matters against them as such directors or
officers.
The directors and officers of ChevronTexaco are covered by policies of
insurance under which they are insured, within limits and subject to
limitations, against certain expenses in connection with the defense of
actions, suits or proceedings, and certain liabilities which might be imposed
as a result of such actions, suits or proceedings, in which they are parties by
reason of being or having been directors or officers; ChevronTexaco is
similarly insured with respect to certain payments it might be required to make
to its directors or officers under the applicable statutes and ChevronTexaco's
by-law provisions.
ITEM 16. EXHIBITS
1.1 Chevron Corporation Underwriting Agreement Standard Provisions, filed June 14, 1995, as Exhibit 1.1
to Chevron Corporation's Amendment No. 1 to Registration Statement on Form S-3 (File No. 33-
58463) and incorporated herein by reference.
1.2 Chevron Capital U.S.A. Inc. Underwriting Agreement Standard Provisions, filed May 15, 1987, as
Exhibit 1.1 to Chevron Capital U.S.A. Inc.'s Registration Statement on Form S-3 (File No. 33-14307)
and incorporated herein by reference.
1.3 Chevron Capital Corporation Underwriting Agreement Standard Provisions, filed November 15, 1999, as
Exhibit 1.2 to Chevron Capital Corporation's Registration Statement on Form S-3 (File No. 333-
90977-01) and incorporated herein by reference.
1.4 Chevron Canada Capital Company Underwriting Agreement Standard Provisions, filed November 15,
1999, as Exhibit 1.3 to Chevron Canada Capital Company's Registration Statement on Form S-3 (File
No. 333-90977-02) and incorporated herein by reference. (Underwriting Agreement Standard
Provisions of ChevronTexaco Capital Company and ChevronTexaco Funding Corporation are
substantially identical to this document except for names.)
3.1 Certificate of Incorporation of Chevron Capital U.S.A. Inc., filed July 31, 1984, as Exhibit 3.1 to
Chevron Capital U.S.A. Inc.'s Registration Statement on Form S-3 (File No. 2-92463) and
incorporated herein by reference.
3.2 By-laws of Chevron Capital U.S.A. Inc., filed July 31, 1984, as Exhibit 3.2 to Chevron Capital U.S.A.
Inc.'s Registration Statement on Form S-3 (File No. 2-92463) and incorporated herein by reference.
3.3 Certificate of Incorporation of Chevron Capital Corporation, filed November 15, 1999, as Exhibit 3.1 to
Chevron Capital Corporation's Registration Statement on Form S-3 (File No. 333-90977-01) and
incorporated herein by reference.
3.4 By-laws of Chevron Capital Corporation, filed November 15, 1999, as Exhibit 3.2 to Chevron Capital
Corporation's Registration Statement on Form S-3 (File No. 333-90977-01) and incorporated herein
by reference.
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3.5 Memorandum of Association of Chevron Canada Capital Company, filed November 15, 1999, as Exhibit
3.3 to Chevron Canada Capital Company's Registration Statement on Form S-3 (File No. 333-90977-02)
and incorporated herein by reference.
3.6 Articles of Association of Chevron Canada Capital Company, filed November 15, 1999, as Exhibit 3.4 to
Chevron Canada Capital Company's Registration Statement on Form S-3 (File No. 333-90977-02) and
incorporated herein by reference.
3.7* Memorandum of Association of ChevronTexaco Capital Company.
3.8* Articles of Association of ChevronTexaco Capital Company.
3.9* Certificate of Incorporation of ChevronTexaco Funding Corporation.
3.10* Bylaws of ChevronTexaco Funding Corporation.
4.1 Indenture, dated as of June 15, 1995, between Chevron Corporation and The Chase Manhattan Bank, as
successor to Chemical Bank, as trustee, filed June 14, 1995, as Exhibit 4.1 to Chevron Corporation's
Amendment No. 1 to Form S-3 (File No. 33-58463) and incorporated herein by reference.
4.2 First Supplemental Indenture, dated as of October 13, 1999, between Chevron Corporation and The Chase
Manhattan Bank, as trustee, filed October 15, 1999, as Exhibit 4.1 to Chevron Corporation's report on
Form 8-K (File No. 1-368-2) and incorporated herein by reference.
4.3 Indenture among Chevron Corporation, as guarantor, Chevron Capital U.S.A. Inc. and The Chase Manhattan
Bank, as trustee, filed May 15, 1987, as Exhibit 4.1 to Chevron Capital U.S.A. Inc.'s Registration
Statement on Form S-3 (File No. 33-14307) and incorporated herein by reference.
4.4 First Supplemental Indenture, dated as of August 1, 1994, between Chevron Capital U.S.A. Inc., Chevron
Corporation, as guarantor, and The Chase Manhattan Bank, as trustee, filed August 1, 1994, as Exhibit
99.1 to Chevron Corporation's Current Report on Form 8-K (File No. 1-368-2) and incorporated herein
by reference.
4.5 Form of Indenture among Chevron Corporation, as guarantor, Chevron Capital Corporation and The Chase
Manhattan Bank, as trustee, filed November 15, 1999, as Exhibit 4.3 to Chevron Capital Corporation's
Registration Statement on Form S-3 (File No. 333-90977-01) and incorporated herein by reference.
4.6 Form of Indenture among Chevron Corporation, as guarantor, Chevron Canada Capital Company and a
trustee to be named, filed November 15, 1999, as Exhibit 4.4 to Chevron Canada Capital Company's
Registration Statement on Form S-3 (File No. 333-90977-02) and incorporated herein by reference.
(Forms of Indenture of ChevronTexaco Capital Company and ChevronTexaco Funding Corporation are
substantially identical to this document except for names.)
4.7 Forms of Securities of Chevron Corporation, filed April 6, 1995, as Exhibit 4.2 to Chevron Corporation's
Registration Statement on Form S-3 (File No. 33-58463) and incorporated herein by reference.
4.8 Forms of Securities of Chevron Capital U.S.A. Inc., filed May 15, 1987 as Exhibit 4.2 to Chevron Capital
U.S.A. Inc.'s Registration Statement on Form S-3 (File No. 33-14307) and incorporated herein by
reference.
4.9 Forms of Securities of Chevron Capital Corporation, filed November 15, 1999, as Exhibit 4.6 to Chevron
Capital Corporation's Registration Statement on Form S-3 (File No. 333-90977-01) and incorporated
herein by reference.
4.10 Forms of Securities of Chevron Canada Capital Company, filed November 15, 1999, as Exhibit 4.7 to
Chevron Canada Capital Company's Registration Statement on Form S-3 (File No. 333-90977-02) and
incorporated herein by reference. (Forms of Securities of ChevronTexaco Capital Company and
ChevronTexaco Funding Corporation are substantially identical to this document except for names.)
5.1* Opinion of Pillsbury Winthrop LLP, counsel to ChevronTexaco.
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12.1 Statement as to computation of ratio of earnings to fixed charges filed as Exhibit 12.1 to
ChevronTexaco's Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 1-
368-2) and incorporated herein by reference.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Pillsbury Winthrop LLP (contained in their opinion filed as Exhibit 5.1 to this registration
statement).
24.1* Powers of Attorney for directors and certain officers of ChevronTexaco, authorizing, among other
things, the signing of registration statements on their behalf.
24.2* Powers of Attorney for directors and certain officers of Chevron Capital U.S.A. Inc., authorizing,
among other things, the signing of registration statements on their behalf.
24.3* Powers of Attorney for directors and certain officers of Chevron Capital Corporation, authorizing,
among other things, the signing of registration statements on their behalf.
24.4* Powers of Attorney for directors and certain officers of Chevron Canada Capital Company, authorizing,
among other things, the signing of registration statements on their behalf.
24.5* Powers of Attorney for directors and certain officers of ChevronTexaco Capital Company, authorizing,
among other things, the signing of registration statements on their behalf.
24.6* Powers of Attorney for directors and certain officers of ChevronTexaco Funding Corporation,
authorizing, among other things, the signing of registration statements on their behalf.
25.1 Form T-1 Statement of Eligibility and Qualification of The Chase Manhattan Bank under the Trust
Indenture Act of 1939, as amended, filed as Exhibit 25.1 to ChevronTexaco's Current Report on
Form 8-K filed October 8, 1999 and incorporated herein by reference.
25.2 Form T-1 Statement of Eligibility and Qualification of the Chase Manhattan Bank under the Trust
Indenture Act of 1939, as amended, filed May 15, 1987 as Exhibit 26.1 to Chevron Capital U.S.A.
Inc.'s Registration Statement on Form S-3 (File No. 33-14307) and incorporated herein by reference.
25.3 Form T-1 Statement of Eligibility and Qualification of The Chase Manhattan Bank under the Trust
Indenture Act of 1939, as amended, filed November 15, 1999, as Exhibit 25.2 to the Registration
Statement of ChevronTexaco Corporation, Chevron Capital Company and Chevron Canada Capital
Company on Form S-3 (File Nos. 333-90977, 333-90977-01 and 333-90977-02) and incorporated
herein by reference.
25.4* Form T-1 Statement of Eligibility and Qualification of JPMorgan Chase Bank under the Trust Indenture
Act of 1939, as amended.
99.1 Letter to U.S. Securities and Exchange Commission pursuant to Temporary Note 3T to Article 3 of
Regulation S-X, filed March 27, 2002, as Exhibit 99.3 to ChevronTexaco's Annual Report on Form
10-K for the year ended December 31, 2001 (File No. 1-368-2) and incorporated herein by reference.
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* filed herewith.
ITEM 17. UNDERTAKINGS
(a) Rule 415 Offering. The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement.
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Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by ChevronTexaco pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents by Reference.
The undersigned registrants hereby undertake that, for purposes of determining
any liability under the Securities Act of 1933, each filing of ChevronTexaco's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the provisions described under Item 15 above, or
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrants of expenses incurred or paid by a director, officer
or controlling person of the registrants in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
(c) Qualification of Trust Indentures Under the Trust Indenture Act of 1939
for Delayed Offerings. Each of the registrants hereby undertakes to file an
application for the purpose of determining the eligibility of the trustee to
act under subsection (a) of section 310 of the Trust Indenture Act of 1939 in
accordance with the rules and regulations prescribed by the Commission under
section 305(b)(2) of the Trust Indenture Act of 1939.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ChevronTexaco
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on June 26,
2002.
CHEVRONTEXACO CORPORATION
By: /s/ DAVID J. O'REILLY*
-----------------------------
David J. O'reilly
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 26, 2002.
PRINCIPAL EXECUTIVE OFFICERS (AND DIRECTORS) DIRECTORS
/s/ DAVID J. O'REILLY* /s/ SAMUEL H. ARMACOST*
- ---------------------------------- ----------------------------------
David J. O'Reilly, Samuel H. Armacost
Chairman of the Board
/s/ PETER J. ROBERTSON* /s/ ROBERT J. EATON*
- ---------------------------------- ----------------------------------
Peter J. Robertson, Robert J. Eaton
Vice-Chairman of the Board
/s/ GLENN F. TILTON* /s/ SAM GINN*
- ---------------------------------- ----------------------------------
Glenn F. Tilton, Sam Ginn
Vice-Chairman of the Board
/s/ CARLA A. HILLS*
----------------------------------
Carla A. Hills
PRINCIPAL FINANCIAL OFFICER
/s/ FRANKLYN G. JENIFER*
----------------------------------
Franklyn G. Jenifer
/s/ JOHN S. WATSON* /s/ J. BENNET JOHNSTON*
- ---------------------------------- ----------------------------------
John S. Watson Bennet Johnston
Vice-President and Chief Financial
Officer
/s/ SAM NUNN*
----------------------------------
Sam Nunn
PRINCIPAL ACCOUNTING OFFICER
/s/ STEPHEN J. CROWE* /s/ CHARLES R. SHOEMATE*
- ---------------------------------- ----------------------------------
Stephen J. Crowe Charles R. Shoemate
Vice President and Comptroller
/s/ FRANK A. SHRONTZ*
----------------------------------
Frank A. Shrontz
/S/ THOMAS A. VANDERSLICE*
----------------------------------
Thomas A. Vanderslice
/s/ CARL WARE*
----------------------------------
Carl Ware
*By: /s/ LYDIA I. BEEBE /s/ JOHN A. YOUNG*
----------------------------------- -----------------------------------
Lydia I. Beebe John A. Young
Attorney-in-fact
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chevron Capital
U.S.A. Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on June 26,
2002.
CHEVRON CAPITAL U.S.A. INC.
By: /s/ STEPHEN J. CROWE*
----------------------------
Stephen J. Crowe
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 26, 2002.
PRINCIPAL EXECUTIVE AND ACCOUNTING OFFICER DIRECTORS
/s/ STEPHEN J. CROWE* /s/ LYDIA I. BEEBE
- ---------------------------------- -----------------------------
Stephen J. Crowe, Lydia I. Beebe
President
/s/ STEPHEN J. CROWE*
-----------------------------
PRINCIPAL FINANCIAL OFFICER Stephen J. Crowe
/s/ DAVID M. KRATTEBOL* /s/ DAVID M. KRATTEBOL*
- ---------------------------------- -----------------------------
David M. Krattebol, David M. Krattebol
Vice-President and Treasurer
/s/ HOWARD B. SHEPPARD*
-----------------------------
Howard B. Sheppard
/s/ JOHN S. WATSON*
-----------------------------
John S. Watson
*By: /s/ LYDIA I. BEEBE
-------------------------
Lydia I. Beebe,
Attorney-in-Fact
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chevron Capital
Corporation certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on June 26,
2002.
CHEVRON CAPITAL CORPORATION
By: /s/ DAVID M. KRATTEBOL*
-----------------------------
David M. Krattebol
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 26, 2002.
PRINCIPAL EXECUTIVE OFFICER DIRECTORS
/s/ David M. Krattebol* /s/ LYDIA I. BEEBE
---------------------------- ----------------------------
David M. Krattebol, Lydia I. Beebe
President
/s/ David M. Krattebol*
----------------------------
PRINCIPAL FINANCIAL OFFICER David M. Krattebol
/s/ HOWARD B. SHEPPARD* /s/ HOWARD B. SHEPPARD*
---------------------------- ----------------------------
Howard B. Sheppard, Howard B. Sheppard
Vice-President and Treasurer
/s/ JOHN S. WATSON*
----------------------------
John S. Watson
PRINCIPAL ACCOUNTING OFFICER
/s/ James A. Aleveras*
----------------------------
James A. Aleveras,
Comptroller
*By: /s/ Lydia I. Beebe
----------------------------
Lydia I. Beebe,
Attorney-in-Fact
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Chevron Canada
Capital Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on June 26,
2002.
CHEVRON CANADA CAPITAL COMPANY
By: JAMES W. SIMPSON*
-----------------------------
James W. Simpson
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 26, 2002.
PRINCIPAL EXECUTIVE OFFICER DIRECTORS
JAMES W. SIMPSON* STUART W. KINSEY*
- ---------------------------------- ----------------------------------
James W. Simpson, Stuart W. Kinsey
President
DAVID M. KRATTEBOL*
----------------------------------
PRINCIPAL FINANCIAL OFFICER David M. Krattebol
DAVID M. KRATTEBOL* RICHARD A. PASHELKA*
- ---------------------------------- ----------------------------------
David M. Krattebol, Richard A. Pashelka
Vice-President and Treasurer
CORRINA ROWE*
----------------------------------
PRINCIPAL ACCOUNTING OFFICER Corrina Rowe
JAMES A. ALEVERAS* JAMES W. SIMPSON*
- ---------------------------------- ----------------------------------
James A. Aleveras, James W. Simpson
Comptroller
*By: /s/ LYDIA I. BEEBE
-------------------------
Lydia I. Beebe,
Attorney-in-Fact
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ChevronTexaco
Capital Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on June 26,
2002.
CHEVRONTEXACO CAPITAL COMPANY
BY JAMES W. SIMPSON*
-----------------------------
James W. Simpson
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 26, 2002.
PRINCIPAL EXECUTIVE OFFICER DIRECTORS
JAMES W. SIMPSON* STUART W. KINSEY*
- ---------------------------------- ----------------------------------
James W. Simpson, Stuart W. Kinsey
President
DAVID M. KRATTEBOL*
----------------------------------
PRINCIPAL FINANCIAL OFFICER David M. Krattebol
DAVID M. KRATTEBOL* RICHARD A. PASHELKA*
- ---------------------------------- ----------------------------------
David M. Krattebol, Richard A. Pashelka
Vice-President and Treasurer
CORRINA ROWE*
----------------------------------
PRINCIPAL ACCOUNTING OFFICER Corrina Rowe
JAMES A. ALEVERAS* JAMES W. SIMPSON*
- ---------------------------------- ----------------------------------
James A. Aleveras, James W. Simpson
Comptroller
*By: /s/ LYDIA I. BEEBE
-------------------------
Lydia I. Beebe,
Attorney-in-Fact
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ChevronTexaco
Funding Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California, on June 26,
2002.
CHEVRONTEXACO FUNDING CORPORATION
By DAVID M. KRATTEBOL*
-----------------------------
David M. Krattebol
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 26, 2002.
PRINCIPAL EXECUTIVE OFFICER DIRECTORS
DAVID M. KRATTEBOL* DAVID M. KRATTEBOL*
- ---------------------------------- ----------------------------------
David M. Krattebol, David M. Krattebol
President
RICHARD E. LEE*
----------------------------------
PRINCIPAL FINANCIAL OFFICER Richard E. Lee
HOWARD B. SHEPPARD* HOWARD B. SHEPPARD*
- ---------------------------------- ----------------------------------
Howard B. Sheppard, Howard B. Sheppard
Vice-President and Treasurer
JOHN S. WATSON*
----------------------------------
PRINCIPAL ACCOUNTING OFFICER John S. Watson
JAMES A. ALEVERAS*
- ----------------------------------
James A. Aleveras,
Vice President and Comptroller
*By /s/ LYDIA I. BEEBE
-------------------------
Lydia I. Beebe,
Attorney-in-Fact
II-11