8-KMaterial AgreementsExhibits & Filings

CHEVRON CORP 8-K Report, Material Agreement (Apr 7, 2005)

Filed April 7, 2005For Securities:CVX

Summary

ChevronTexaco Corporation (now Chevron Corporation) announced on April 6, 2005, the entry into a definitive agreement to merge with Unocal Corporation. This significant strategic move aims to expand ChevronTexaco's global reach and enhance its competitive position within the energy sector. The transaction is structured as a combination of cash and stock, offering Unocal shareholders a choice between receiving ChevronTexaco shares or cash for their holdings, although proration will apply. The merger is contingent upon the approval of Unocal's stockholders, regulatory clearances, and other customary closing conditions. This filing serves as a notification of the material definitive agreement and provides initial details regarding the transaction structure and the process for obtaining further information. Investors are strongly encouraged to review the forthcoming S-4 registration statement and proxy materials for comprehensive details on the merger and its implications.

Key Highlights

  • 1ChevronTexaco Corporation entered into a definitive agreement to merge with Unocal Corporation.
  • 2The acquisition consideration is a mix of 75% stock and 25% cash.
  • 3Unocal stockholders have the option to receive either 1.03 shares of ChevronTexaco stock or $65 in cash per Unocal share.
  • 4Both cash and stock elections are subject to proration.
  • 5The merger is subject to Unocal stockholder approval and regulatory approvals.
  • 6The full merger agreement is filed as Exhibit 2.1 to the 8-K filing.
  • 7Additional detailed information will be made available in future SEC filings, including Form S-4 and proxy statements.

Frequently Asked Questions

This 8-K filing serves to announce the material definitive agreement between ChevronTexaco Corporation and Unocal Corporation to merge. It provides initial details about the transaction structure and the parties involved.

Unocal shareholders can elect to receive either 1.03 shares of ChevronTexaco stock or $65 in cash for each share of Unocal stock they own. However, both of these elections will be subject to proration, meaning shareholders may not receive their full elected amount.

The merger is contingent upon several conditions, including the approval of Unocal's stockholders, regulatory approvals, and the satisfaction or waiver of other customary closing conditions outlined in the merger agreement.

More comprehensive information will be available in future SEC filings. ChevronTexaco will file a Form S-4 registration statement, and Unocal will file a proxy statement. Both companies will file other relevant documents concerning the merger. These documents can be obtained free of charge from the SEC's website (www.sec.gov) or by contacting the respective companies.