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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
APRIL 28, 1999
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TEXACO INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-27 74-1383447
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification Number)
of incorporation)
2000 WESTCHESTER AVENUE, 10650
WHITE PLAINS, NEW YORK (Zip Code)
(Address of principal
executive offices)
(914) 253-4000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
Officers' Certificate, Distribution Agreement and Other Information Related
to $1.5 Billion of Series 1999 Medium-Term Notes.
On April 28, 1999, officers of Texaco Capital Inc., a wholly-owned
subsidiary of the Registrant, executed an Officers' Certificate in accordance
with Section 2.02 of the Indenture dated as of August 24, 1984, as (1)
supplemented and restated by the First Supplemental Indenture dated as of
January 31, 1990, (2) amended by the First Supplement to the First Supplement
Indenture, dated as of October 11, 1990, and (3) further amended by the Second
Supplement to the First Supplemental Indenture, dated as of August 5, 1997,
among Texaco Capital Inc., as Issuer, Texaco Inc., as Guarantor, and The Chase
Manhattan Bank, as Trustee. The Officers' Certificate established the terms and
provisions of a series of securities designated "Series 1999 Medium-Term Notes,"
and a copy of it is attached to this report as Exhibit 99.1.
Texaco Capital Inc. will issue, and the Registrant will guarantee, the
Series 1999 Medium-Term Notes pursuant to a Distribution Agreement with the
Agents named in it. A form of the Distribution Agreement is attached to this
report as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
23.1 Consent of Ivins, Phillips & Barker, Chartered.
99.1 Officers' Certificate of Texaco Capital Inc., dated April 28,
1999.
99.2 Form of Distribution Agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TEXACO INC.
(Registrant)
By: /s/ R. E. KOCH
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R. E. Koch
(ASSISTANT SECRETARY)
Date: April 28, 1999
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