press release

Texaco Press Release - Texaco Stockholders Approve Company's Merger with Chevron


HOUSTON, Oct. 9 - Texaco announced today that the company's stockholders have voted to approve the proposed merger with Chevron Corp. The results of the vote were reported during a special stockholder meeting held today in Houston. Through October 8, 98.3 percent of the Texaco shares voted were in favor of the merger, representing 71.9 percent of the total shares outstanding. The companies intend to close the merger later today.

Commenting on the stockholder vote, Glenn F. Tilton, Chairman and CEO of Texaco Inc., said, "We are very pleased with the outcome of this vote and wish to thank our stockholders for the confidence they have expressed in our plans to merge with Chevron. Our new company, ChevronTexaco Corporation, will rank among the largest energy companies in the world with the resources necessary to create greater value for our shareholders."

The merger was first announced in October 2000 and has been approved by the U.S. Federal Trade Commission, the European Union and other federal and state regulatory authorities. Under the terms of the merger, Texaco stockholders will receive 0.77 shares of ChevronTexaco stock for each Texaco share they own.

ChevronTexaco will be headquartered in San Francisco until mid-year 2002, when the company will move its corporate staff (approximately 200 employees) to San Ramon, Calif. Texaco announced today that it has signed a Memorandum of Understanding (MOU) with Shell Oil Company and Saudi Refining Inc. (SRI) for the sale of its interests in Equilon Enterprises LLC, its U.S. refining and marketing joint venture with Shell, and Motiva Enterprises LLC, its downstream joint venture with Shell and SRI.

Private Securities Litigation Reform Act Safe Harbor Statement

Except for the historical and present factual information contained herein, the matters set forth in this press release, including statements as to the expected benefits of the merger such as efficiencies, cost savings, market profile and financial strength, and the competitive ability and position of the combined company, and other statements identified by words such as "anticipates," "expects," "projects," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the possibility that the anticipated benefits from the merger cannot be fully realized, the possibility that costs or difficulties related to the integration of our businesses will be greater than expected, the impact of competition and other risk factors relating to our industry as detailed from time to time in each of Chevron's and Texaco's reports filed with the SEC.

Additional Information

Chevron has filed a Registration Statement on Form S-4 with the SEC and Texaco has filed a Definitive Proxy Statement on Schedule 14A with the SEC. These filings contain a definitive joint proxy statement/prospectus regarding the proposed merger transaction. Investors are urged to read this joint proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information. The joint proxy statement/prospectus was sent to the stockholders of Chevron and Texaco seeking their approval of the proposed transaction. In addition, you may obtain the documents free of charge at the website maintained by the SEC Also, you may obtain documents filed with the SEC by Chevron free of charge by requesting them in writing from Chevron Corporation, 575 Market Street, San Francisco, CA 94105, Attention: Corporate Secretary, or by telephone at (415)894-7700. You may obtain documents filed with the SEC by Texaco free of charge by requesting them in writing from Texaco Inc., 2000 Westchester Avenue, White Plains, New York 10650, Attention: Secretary, or by telephone at (914)253-4000.

Updated: October 2001