As filed with the Securities and Exchange Commission on November 14, 2003
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.
CHEVRONTEXACO CAPITAL COMPANY
CHEVRONTEXACO FUNDING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-0890210
DELAWARE 94-2943052
NOVA SCOTIA 47-0872633
DELAWARE 94-3111863
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CHEVRONTEXACO CORPORATION
CHEVRON CAPITAL U.S.A. INC.
CHEVRONTEXACO FUNDING CORPORATION CHEVRONTEXACO CAPITAL COMPANY
6001 BOLLINGER CANYON ROAD, 500 5TH AVENUE S.W., CALGARY,
SAN RAMON, CA 94583 ALBERTA T2P OL7
(925) 842-1000 (403) 234-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
LYDIA I. BEEBE, CORPORATE SECRETARY
CHEVRONTEXACO CORPORATION
6001 BOLLINGER CANYON ROAD, SAN RAMON, CA 94583
(925) 842-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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, One Liberty Plaza, New York,
California 94105 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. [ ]
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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. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
(1) In U.S. dollars or the equivalent thereof in one or more foreign currencies
or composite currencies.
(2) Or, if any securities are issued (a) at original issue discount, such
greater amount as shall result in aggregate proceeds of $3,000,000,000 to
the issuer or (b) with a principal amount denominated in a foreign
currency, such amount as shall result in an aggregate initial offering
price equivalent to $3,000,000,000.
(3) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(o) under the Securities Act.
(4) ChevronTexaco Corporation and certain of its wholly owned subsidiaries
previously paid a filing fee of $556,000 in respect of $2,000,000,000 of
unsold securities registered under registration statement nos. 333-90977,
333-90977-01 and 333-90977-02, initially filed November 15, 1999 (the "1999
Registration Statement"). Subsequently, ChevronTexaco Corporation and
certain of its wholly owned subsidiaries offset against such $556,000 a
filing fee of $368,000 in respect of $4,000,000,000 of securities
registered under registration statement nos. 333-91210, 333-91210-01,
333-91210-02, 333-91210-03, 333-91210-04 and 333-91210-05, initially filed
June 26, 2002 (the "2002 Registration Statement"). $1,250,000,000 of the
$4,000,000,000 of the securities registered on the 2002 Registration
Statement remain unsold and, accordingly, $115,000 of such $368,000 filing
fee remains unused. Pursuant to Rule 457(p) under the Securities Act, the
registrants hereby offset the filing fee for this registration statement by
(a) $188,000 (representing the portion of the $556,000 filing fee paid in
connection with the 1999 Registration Statement against which the
registrants have not yet offset any filing fee) and (b) $54,700
(representing a portion of the unused filing fee of $115,000 under the 2002
Registration Statement). Accordingly, no filing fee has been submitted
herewith and the unused portion of all such previously paid filing fees is
reduced to $60,300.
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.
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Subject to completion, dated November 14, 2003
PROSPECTUS
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$3,000,000,000
CHEVRONTEXACO CORPORATION
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CHEVRON CAPITAL U.S.A. INC.
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.,
ChevronTexaco Capital Company or ChevronTexaco Funding Corporation may offer
from time to time debt securities up to an amount resulting in aggregate
proceeds of $3,000,000,000, 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., 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, which we refer to herein as the 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
$3,000,000,000. 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.
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.
. ChevronTexaco's Annual Report on Form 10-K for the year ended
December 31, 2002.
. ChevronTexaco's Quarterly Reports on Form 10-Q for the quarters
ended March 31, June 30 and September 30, 2003.
. ChevronTexaco's Current Reports on Form 8-K filed January 31 and
February 18, 2003.
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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 6001 Bollinger Canyon
Road, California 94583 (telephone: (925) 842-1000).
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 6001 Bollinger
Canyon Road, California 94583 (telephone: (925) 842-1000). Its business
activities consist primarily of providing funds to its sole stockholder, Chevron
U.S.A. Inc., an indirect wholly owned subsidiary 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 6001 Bollinger
Canyon Road, California 94583 (telephone: (925) 842-1000). Its business
activities consist primarily of providing funds to its sole stockholder,
ChevronTexaco Australia Holdings Pty Ltd., an indirect wholly owned subsidiary
of ChevronTexaco, for general corporate purposes.
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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.
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.
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 OFFERED BY SUCH
PROSPECTUS SUPPLEMENT.
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, dated as of July 15, 2002, as supplemented by the
First Supplemental Indenture dated as of September 10, 2002 and
the Second Supplemental Indenture dated as of February 12, 2003,
each being among ChevronTexaco, as guarantor, ChevronTexaco
Capital Company and JPMorgan Chase Bank, as trustee.
. Indenture, dated as of August 15, 2003, among ChevronTexaco, as
guarantor, ChevronTexaco Funding Corporation and JPMorgan Chase
Bank, as trustee.
Each indenture provides for the issuance of securities without limitation as to
aggregate principal amount. See "Description of the Indentures," below.
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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.
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. ChevronTexaco Capital Company may issue
securities from time to time under an Indenture dated as of July 15, 2002, as
supplemented by the First Supplemental Indenture dated as of September 10, 2002
and the Second Supplemental Indenture dated as of February 12, 2003, each being
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 dated as of August 15, 2003 among
ChevronTexaco, as guarantor, ChevronTexaco Funding Corporation and JPMorgan
Chase Bank, as trustee. 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.
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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 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;
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. 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.
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.
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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.
"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.
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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 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.
9
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.
10
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 indenture and each of the subsidiary indentures. 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.
11
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.
12
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
As to matters of U.S. law, 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. As to any matters of Nova Scotia law,
a law firm named in the applicable prospectus supplement will pass on the
legality of the securities offered by this prospectus.
13
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, 2002, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting, except as they relate to Texaco
Inc. for the year ended December 31, 2000, which was 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 year 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 $242,700
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 $952,700
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, Chevron Capital U.S.A. Inc. and ChevronTexaco Funding
Corporation are 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, Chevron Capital U.S.A. Inc.,
ChevronTexaco Capital Company and ChevronTexaco Funding Corporation 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 or directors or officers of its subsidiaries under the
applicable statutes and ChevronTexaco's by-law provisions.
The Articles of Association of ChevronTexaco Capital Company provide as
follows:
"160. Every director or officer, former director or officer, or person who
acts or acted at the Company's request, as a director or officer of the Company,
a body corporate, partnership or other association of which the Company is or
was a shareholder, partner, member or creditor, and the heirs and legal
representatives of such person, in the absence of any dishonesty on the part of
such person, shall be indemnified by the Company against, and it shall be the
duty of the directors out of the funds of the Company to pay, all costs, losses
and expenses, including an amount paid to settle an action or claim or satisfy a
judgment, that such director, officer or person may incur or become liable to
pay in respect of any claim made against such person or civil, criminal or
administrative action or proceeding to which such person is made a party by
reason of being or having been a director or officer of the Company or such body
corporate, partnership or other association, whether the Company is a claimant
or party to such action or proceeding or otherwise; and the amount for which
such indemnity is proved shall immediately attach as a lien on the property of
the Company and have priority as against the shareholders over all other claims.
161. No director or officer, former director or officer, or person who acts
or acted at the Company's request, as a director or officer of the Company, a
body corporate, partnership or other association of which the Company is or was
a shareholder, partner, member or creditor, in the absence of any dishonesty on
such person's part, shall be liable for the acts, receipts, neglects or defaults
of any other director, officer or such person, or for joining in any receipt or
other act for conformity, or for any loss, damage or expense happening to the
Company through the insufficiency or deficiency of title to any property
acquired for or on behalf of the Company, or through the insufficiency or
deficiency of any security in or upon which any of the funds of the Company are
invested, or for any loss or damage arising from the bankruptcy, insolvency or
tortious acts of any person with whom any funds, securities or effects are
deposited, or for any loss occasioned by error of judgment or oversight on the
part of such person, or for any other loss, damage or misfortune whatsoever
which happens in the execution of the duties of such person or in relation
thereto."
ChevronTexaco Capital Company is organized under the laws of Nova Scotia.
The Companies Act
II-2
(Nova Scotia) does not restrict a company from indemnifying directors and
provides that in any proceeding against a director for negligence or breach of
trust in which it appears to the court hearing the case that the director or
person is or may be liable in respect of the negligence or breach of trust, but
has acted honestly and reasonably and ought fairly to be excused for the
negligence or breach of trust, the court may relieve the director, either wholly
or partly, from the director's liability on such terms as the court may think
proper.
ITEM 16. EXHIBITS
1.1* ChevronTexaco Corporation Underwriting Agreement Standard Provisions.
1.2* Chevron Capital U.S.A. Inc. Underwriting Agreement Standard Provisions
(Underwriting Agreement Standard Provisions of ChevronTexaco Funding
Corporation are substantially identical to this document except for the
parties thereto and other details).
1.3* ChevronTexaco Capital Company Underwriting Agreement Standard Provisions.
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 Memorandum of Association of ChevronTexaco Capital Company, filed June
26, 2002 as Exhibit 3.7 to ChevronTexaco Capital Company's Registration
Statement on Form S-3 (File No. 333-91210-02) and incorporated herein by
reference.
3.4 Articles of Association of ChevronTexaco Capital Company, filed June 26,
2002 as Exhibit 3.8 to ChevronTexaco Capital Company's Registration
Statement on Form S-3 (File No. 333-91210-02) and incorporated herein by
reference.
3.5 Special Resolution of ChevronTexaco Capital Company, filed November 12,
2002, as Exhibit 99 to ChevronTexaco Corporation's Quarterly Report on
Form 10-Q (File No. 1-368-2) and incorporated herein by reference.
3.6 Certificate of Incorporation of ChevronTexaco Funding Corporation, filed
June 26, 2002 as Exhibit 3.9 to ChevronTexaco Funding Corporation's
Registration Statement on Form S-3 (File No. 333-91210-01) and
incorporated herein by reference.
3.7* Certificate of Amendment of Certificate of Incorporation of ChevronTexaco
Funding Corporation.
3.8 Bylaws of ChevronTexaco Funding Corporation, filed June 26, 2002 as
Exhibit 3.10 to ChevronTexaco Funding Corporation's Registration
Statement on Form S-3 (File No. 333-91210-01) and incorporated herein by
reference.
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, among Chevron
Corporation, as guarantor, Chevron Capital U.S.A. Inc. 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.
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4.5 Indenture, dated as of July 15, 2002, among ChevronTexaco Corporation, as
guarantor, ChevronTexaco Capital Company and JPMorgan Chase Bank, as
trustee is substantially identical (except for the parties thereto and
other details) to the 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.
4.6 First Supplemental Indenture, dated as of September 10, 2002, among
ChevronTexaco Corporation, as guarantor, ChevronTexaco Capital Company
and JPMorgan Chase Bank, as trustee, filed September 11, 2002, as Exhibit
4.1 to ChevronTexaco Corporation's Current Report on Form 8-K (file No.
1-368-2) and incorporated herein by reference.
4.7 Second Supplemental Indenture, dated as of February 12, 2003, among
ChevronTexaco Corporation, as guarantor, ChevronTexaco Capital Company
and JPMorgan Chase Bank, as trustee, filed February 18, 2003, as Exhibit
4.1 to ChevronTexaco Corporation's Current Report on Form 8-K (file No.
1-368-2) and incorporated herein by reference.
4.8* Indenture, dated as of August 15, 2003 among ChevronTexaco Corporation,
as guarantor, ChevronTexaco Funding Corporation and JPMorgan Chase Bank,
as trustee.
4.9 Form of Security of ChevronTexaco 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.
4.10 Forms of Security of Chevron Capital U.S.A. Inc., ChevronTexaco Capital
Company and ChevronTexaco Funding Corporation are substantially identical
in all material respects (except for the parties thereto and other
details) to the form of Security 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.
5.1* Opinion of Pillsbury Winthrop LLP.
5.2* Opinion of Stewart McKelvey Stirling Scales.
12.1 Statement as to computation of ratio of earnings to fixed charges filed
November 12, 2003, as Exhibit 12.1 to ChevronTexaco's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2003 (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).
23.3* Consent of Stewart McKelvey Stirling Scales (contained in their opinion
filed as Exhibit 5.2 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 ChevronTexaco
Capital Company, authorizing, among other things, the signing of
registration statements on their behalf.
24.4* 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.
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25.3 Form T-1 Statement of Eligibility and Qualification of JPMorgan Chase
Bank under the Trust Indenture Act of 1939, as amended, filed June 26,
2002, as Exhibit 25.4 to the Registration Statement of ChevronTexaco
Capital Company on Form S-3 (File No. 333-91210-02) 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, with respect to
the Indenture, dated as of August 15, 2003 among ChevronTexaco
Corporation, as guarantor, ChevronTexaco Funding Corporation and JPMorgan
Chase Bank, as trustee.
* 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. 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.
II-5
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.
II-6
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 Ramon, State of California, on November 14,
2003.
CHEVRONTEXACO CORPORATION
By /s/ DAVID J. O'REILLY*
------------------------------
David J. O'Reilly
Chairman of the Board and
Chief Executive Officer
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 November 14, 2003.
PRINCIPAL EXECUTIVE OFFICERS (AND DIRECTORS) DIRECTORS
/s/ DAVID J. O'REILLY* /s/ SAMUEL H. ARMACOST*
-------------------------------------------- ---------------------------------
David J. O'Reilly, Chairman of the Samuel H. Armacost
Board and Chief Executive Officer
/s/ PETER J. ROBERTSON* /s/ ROBERT J. EATON*
-------------------------------------------- ---------------------------------
Peter J. Robertson, Vice Chairman Robert J. Eaton
of the Board
/s/ SAM GINN*
PRINCIPAL FINANCIAL OFFICER ---------------------------------
Sam Ginn
/s/ JOHN S. WATSON*
-------------------------------------------- /s/ CARLA A. HILLS*
John S. Watson, Vice President and ---------------------------------
Chief Financial Officer Carla A. Hills
PRINCIPAL ACCOUNTING OFFICER /s/ FRANKLYN G. JENIFER*
---------------------------------
Franklyn G. Jenifer
/s/ STEPHEN J. CROWE*
-------------------------------------------- /s/ J. BENNETT JOHNSTON*
Stephen J. Crowe, Vice President and ---------------------------------
Comptroller J. Bennett Johnston
*By /s/ LYDIA I. BEEBE /s/ SAM NUNN*
---------------------------------------- ---------------------------------
Lydia I. Beebe, Attorney-in-Fact Sam Nunn
/s/ CHARLES R. SHOEMATE*
---------------------------------
Charles R. Shoemate
/s/ FRANK A. SHRONTZ*
---------------------------------
Frank A. Shrontz
/s/ THOMAS A. VANDERSLICE*
---------------------------------
Thomas A. Vanderslice
/s/ CARL WARE*
---------------------------------
Carl Ware
/s/ JOHN A. YOUNG*
---------------------------------
John A. Young
II-7
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 Ramon, State of California, on November 14,
2003.
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 November 14, 2003.
PRINCIPAL EXECUTIVE AND ACCOUNTING OFFICER DIRECTORS
(AND DIRECTOR)
/s/ STEPHEN J. CROWE* /s/ LYDIA I. BEEBE
-------------------------------------------- ---------------------------------
Stephen J. Crowe, President Lydia I. Beebe
PRINCIPAL FINANCIAL OFFICER (AND DIRECTOR) /s/ HOWARD B. SHEPPARD*
---------------------------------
Howard B. Sheppard
/s/ DAVID M. KRATTEBOL*
--------------------------------------------
David M. Krattebol, /s/ JOHN S. WATSON*
Vice-President and Treasurer ---------------------------------
John S. Watson
*By /s/ LYDIA I. BEEBE
----------------------------------------
Lydia I. Beebe, Attorney-in-Fact
II-8
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 Ramon, State of California, on November 14,
2003.
CHEVRONTEXACO CAPITAL COMPANY
By /s/ H. ALEX ARCHILA*
------------------------------
H. Alex Archila
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 November 14, 2003
PRINCIPAL EXECUTIVE OFFICER (AND DIRECTOR)
/s/ H. ALEX ARCHILA*
------------------------------------------------
H. Alex Archila, President
PRINCIPAL FINANCIAL OFFICER (AND DIRECTOR)
/s/ DAVID M. KRATTEBOL*
------------------------------------------------
David M. Krattebol, Vice President and Treasurer
PRINCIPAL ACCOUNTING OFFICER
/s/ JAMES A. ALEVERAS*
------------------------------------------------
James A. Aleveras, 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
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 Ramon, State of California, on November 14,
2003.
CHEVRONTEXACO FUNDING 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 November 14, 2003
PRINCIPAL EXECUTIVE OFFICER (AND DIRECTOR) DIRECTORS
/s/ DAVID M. KRATTEBOL* /s/ RICHARD E. LEE*
-------------------------------------------- ---------------------------------
David M. Krattebol, President Richard E. Lee
PRINCIPAL FINANCIAL OFFICER (AND DIRECTOR) /s/ JOHN S. WATSON*
---------------------------------
John S. Watson
/s/ HOWARD B. SHEPPARD*
--------------------------------------------
Howard B. Sheppard, Vice President
and Treasurer
PRINCIPAL ACCOUNTING OFFICER
/s/ JAMES A. ALEVERAS*
--------------------------------------------
James A. Aleveras, Vice President and
Comptroller
*By /s/ LYDIA I. BEEBE
----------------------------------------
Lydia I. Beebe, Attorney-in-Fact
II-10