Delaware (State or other jurisdiction of incorporation or organization) |
2911 (Primary Standard Industrial Classification Code Number) |
94-0890210 (I.R.S. Employer Identification Number) |
Terry M. Kee, Esq. David R. Lamarre, Esq. Pillsbury Winthrop Shaw Pittman LLP 50 Fremont Street San Francisco, CA 94105 (415) 983-1000 |
Daniel A. Neff, Esq. David C. Karp, Esq. Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 |
(a) | Exhibits. |
Exhibit | Description | |
2.1*
|
Agreement and Plan of Merger, dated as of April 4, 2005, among Chevron Corporation, Unocal Corporation, and Blue Merger Sub Inc., included as Annex A to the Proxy Statement/Prospectus forming a part of this Registration Statement and incorporated herein by reference. | |
2.2*
|
Chevron Corporation and Unocal Corporation Amendment No. 1 to Agreement and Plan of Merger, dated July 19, 2005, filed as Annex A to Exhibit 20.1 to Chevrons Current Report on Form 8-K dated July 25, 2005, and incorporated herein by reference. | |
3.1*
|
Restated Certificate of Incorporation of Chevron Corporation, dated May 9, 2005, filed as Exhibit 99.1 to Chevron Corporations Current Report on Form 8-K dated May 10, 2005 and incorporated herein by reference. | |
3.2*
|
By-Laws of Chevron Corporation, as amended on June 29, 2005, filed as Exhibit 3.2 to Chevrons Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 and incorporated herein by reference. Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of Chevron Corporation and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of Chevron Corporation and its subsidiaries on a consolidated basis. A copy of such instrument will be furnished to the Commission upon request. | |
5.1*
|
Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the validity of the securities being registered in this Registration Statement. | |
8.1*
|
Opinion of McDermott Will & Emery LLP regarding certain federal income tax consequences relating to the merger. | |
8.2*
|
Opinion of Wachtell, Rosen, Lipton & Katz regarding certain federal income tax consequences relating to the merger. | |
8.3
|
Opinion of McDermott Will & Emery LLP dated August 10, 2005 as to certain tax matters. | |
8.4
|
Opinion of Wachtell, Lipton, Rosen & Katz dated August 10, 2005 as to certain tax matters. | |
20.1*
|
Supplement dated July 22, 2005 to the Proxy Statement/Prospectus dated June 29, 2005, filed as Exhibit 20.1 to Chevrons Current Report on Form 8-K dated July 25, 2005, and incorporated herein by reference. | |
23.1*
|
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement). | |
23.2*
|
Consent of McDermott Will & Emery LLP (included in the opinion filed as Exhibit 8.1 to this Registration Statement). | |
23.3*
|
Consent of Wachtell, Rosen, Lipton & Katz (included in the opinion filed as Exhibit 8.2 to this Registration Statement). |
1
Exhibit | Description | |
23.4*
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Chevron Corporation. | |
23.5*
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Unocal Corporation. | |
23.6*
|
Consent of Morgan Stanley & Co. Incorporated. | |
23.7
|
Consent of McDermott Will & Emery LLP (included in the opinion filed as Exhibit 8.3 hereto). | |
23.8
|
Consent of Wachtell, Lipton, Rosen & Katz (included in the opinion filed as Exhibit 8.4 hereto). | |
24.1-24.12*
|
Powers of Attorney for directors and certain officers of Chevron Corporation, authorizing the signing of this Post-Effective Amendment No. 1 to Registration Statement on their behalf. | |
99.1*
|
Form of Unocal Proxy Card. | |
99.2*
|
Form of Merger Consideration Election Form. | |
99.3*
|
Waiver Letter from Chevron Corporation, dated June 23, 2005. |
2
CHEVRON CORPORATION |
||||
By: | /s/ DAVID J. OREILLY* | |||
David J. OReilly | ||||
Chairman of the Board and Chief Executive Officer |
||||
Principal Executive Officers (and Directors)
|
Directors |
/s/ DAVID J. OREILLY*
|
/s/ SAMUEL H. ARMACOST* | |
David J. OReilly, Chairman of the Board and Chief Executive Officer |
Samuel H. Armacost | |
/s/ ROBERT E. DENHAM* | ||
Robert E. Denham | ||
/s/ PETER J. ROBERTSON*
|
/s/ ROBERT J. EATON* | |
Peter J. Robertson, Vice-Chairman of the Board |
Robert J. Eaton | |
Principal Financial Officer
|
/s/ SAM GINN* | |
Sam Ginn | ||
/s/ STEPHEN J. CROWE
|
/s/ CARLA A. HILLS* | |
Stephen J. Crowe, Vice-President, Finance and Chief Financial Officer |
Carla A. Hills | |
/s/ FRANKLYN G. JENIFER* | ||
Franklyn G. Jenifer | ||
Principal Accounting Officer |
||
/s/ MARK A. HUMPHREY
|
/s/ SAM NUNN* | |
Mark
A. Humphrey, Vice President and Comptroller |
Sam Nunn | |
/s/ CHARLES R. SHOEMATE* | ||
Charles R. Shoemate | ||
/s/ RONALD D. SUGAR* | ||
Ronald D. Sugar | ||
/s/ CARL WARE* | ||
Carl Ware | ||
*By:
/s/ CHRISTOPHER A. BUTNER |
||
Christopher
A. Butner, Attorney-in-Fact |
3
Exhibit | Description | |
2.1*
|
Agreement and Plan of Merger, dated as of April 4, 2005, among Chevron Corporation, Unocal Corporation, and Blue Merger Sub Inc., included as Annex A to the Proxy Statement/Prospectus forming a part of this Registration Statement and incorporated herein by reference. | |
2.2*
|
Chevron Corporation and Unocal Corporation Amendment No. 1 to Agreement and Plan of Merger, dated July 19, 2005, filed as Annex A to Exhibit 20.1 to Chevrons Current Report on Form 8-K dated July 25, 2005, and incorporated herein by reference. | |
3.1*
|
Restated Certificate of Incorporation of Chevron Corporation, dated May 9, 2005, filed as Exhibit 99.1 to Chevron Corporations Current Report on Form 8-K dated May 10, 2005 and incorporated herein by reference. | |
3.2*
|
By-Laws of Chevron Corporation, as amended on June 29, 2005, filed as Exhibit 3.2 to Chevrons Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 and incorporated herein by reference. Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of Chevron Corporation and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of Chevron Corporation and its subsidiaries on a consolidated basis. A copy of such instrument will be furnished to the Commission upon request. | |
5.1*
|
Opinion of Pillsbury Winthrop Shaw Pittman LLP regarding the validity of the securities being registered in this Registration Statement. | |
8.1*
|
Opinion of McDermott Will & Emery LLP regarding certain federal income tax consequences relating to the merger. | |
8.2*
|
Opinion of Wachtell, Rosen, Lipton & Katz regarding certain federal income tax consequences relating to the merger. | |
8.3
|
Opinion of McDermott Will & Emery LLP dated August 10, 2005 as to certain tax matters. | |
8.4
|
Opinion of Wachtell, Lipton, Rosen & Katz dated August 10, 2005 as to certain tax matters. | |
20.1*
|
Supplement dated July 22, 2005 to the Proxy Statement/Prospectus dated June 29, 2005, filed as Exhibit 20.1 to Chevrons Current Report on Form 8-K dated July 25, 2005, and incorporated herein by reference. | |
23.1*
|
Consent of Pillsbury Winthrop Shaw Pittman LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement). | |
23.2*
|
Consent of McDermott Will & Emery LLP (included in the opinion filed as Exhibit 8.1 to this Registration Statement). | |
23.3*
|
Consent of Wachtell, Rosen, Lipton & Katz (included in the opinion filed as Exhibit 8.2 to this Registration Statement). | |
23.4*
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Chevron Corporation. | |
23.5*
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm of Unocal Corporation. | |
23.6*
|
Consent of Morgan Stanley & Co. Incorporated. | |
23.7
|
Consent of McDermott Will & Emery LLP (included in the opinion filed as Exhibit 8.3 hereto). | |
23.8
|
Consent of Wachtell, Lipton, Rosen & Katz (included in the opinion filed as Exhibit 8.4 hereto). | |
24.1-24.12*
|
Powers of Attorney for directors and certain officers of Chevron Corporation, authorizing the signing of this Post-Effective Amendment No. 1 to Registration Statement on their behalf. |
4
Exhibit | Description | |
99.1*
|
Form of Unocal Proxy Card. | |
99.2*
|
Form of Merger Consideration Election Form. | |
99.3*
|
Waiver Letter from Chevron Corporation, dated June 23, 2005. | |
5