-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E/w1THiQKajeNkUMVI1HBAPF5k2Npqq8hTdu6t56ga56iv2Mg07rjl7L+y9kCXVo NepdVgHuU9a40VD/Sq/UsQ== 0000716039-95-000084.txt : 19951231 0000716039-95-000084.hdr.sgml : 19951231 ACCESSION NUMBER: 0000716039-95-000084 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951229 EFFECTIVENESS DATE: 19960117 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 953825062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65461 FILM NUMBER: 95605541 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267713 S-8 1 As filed with the Securities and Exchange Commission on December 29, 1995 Registration No: 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT Under The Securities Act of 1933 --------------------------- UNOCAL CORPORATION (Exact name of issuer as specified in its charter) Delaware 95-3825062 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245 (310) 726-7600 (Address, including zip code, and telephone number, including area code, of principal executive offices) UNOCAL SAVINGS PLAN (Full title of the Plan) DENNIS P.R. CODON, Esq. Vice President and General Counsel 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 (310) 726-7651 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Proposed Maximum Maximum Offering Aggregate Amount of Title of Securities Amount to be Price Per Offering Registration to be Registered Registered Share (1) Price (1) Fee ================================================================================ Common Stock, $1.00 Par Value per share (including Preferred Stock Purchase Rights) 5,000,000 shares $29.375 $146,875,000 $50,647 ================================================================================ (1) Solely for the purpose of calculating the registration fee in accordance with Rule 457(c), based upon the average of the high and low prices reported in the consolidated reporting system for December 26, 1995. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. ================================================================================ PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. There are hereby incorporated by reference in this registration statement the following documents heretofore filed with the Securities and Exchange Commission (the "Commission"): (1) Unocal Corporation's ("Unocal's") Annual Report on Form 10-K for the fiscal year ended December 31, 1994; (2) The Unocal Savings Plan's Annual Report on Form 11-K for the fiscal year ended December 31, 1994; (3) Unocal's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, June 30 and September 30, 1995, the last as amended by Amendment No. 1 on Form 10-Q/A; (4) Unocal's Current Reports on Form 8-K dated January 30, January 31, April 26, July 24, August 29, and October 26, 1995; (5) The descriptions of Unocal's Common Stock, $1.00 par value per share ("Common Stock") (including the associated Preferred Stock Purchase Rights) and Unocal's $3.50 Convertible Preferred Stock, $.10 par value per share ("Preferred Stock") (insofar as the rights thereof may materially limit or qualify the rights evidenced by, or amounts payable with respect to, the Common Stock) set forth under the captions "Description of the Common Stock" and "Description of the Preferred Stock" in the Prospectus dated February 3, 1995, included in the Registration Statement on Form S-3 of Union Oil Company of California and Unocal (File Nos. 33-54861 and 33-54861-01), as amended by Amendment No. 1 thereto. All documents filed by Unocal and the Unocal Savings Plan pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part thereof from the date of filing of such documents. Item 5. Interests of Named Experts and Counsel. Legal matters in connection with the issuance and sale of the securities offered hereby will be passed upon for Unocal by Dennis P. R. Codon, Esq., Vice President and General Counsel, Chief Legal Officer and Corporate Secretary of Unocal. As of November 30, 1995, Mr. Codon owned 11,160 shares of Common Stock. He also held options to purchase 38,715 shares of Common Stock at prices ranging from $24.3125 to $30.0625, with expiration dates ranging from 2000 to 2005. In addition, Mr. Codon held 11,400 performance share units, which could be paid out in up to 22,800 shares of Common Stock four years after their award dates, depending upon Unocal's total return to stockholders. Item 6. Indemnification of Directors and Officers. Section 145 of the Delaware General Corporation Law authorizes Unocal to indemnify directors and officers in certain circumstances against liabilities, including expenses, incurred while acting in such capacities; provided, generally, that any such indemnified director or officer acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Bylaws of Unocal provide for the indemnification of directors and officers to the maximum extent permitted by the Delaware General Corporation Law. 1 In addition, Unocal has provided in its Certificate of Incorporation that it shall eliminate the personal liability of its directors to the fullest extent permitted by the Delaware General Corporation Law and Unocal has entered into indemnification agreements with each director providing for additional indemnification. Unocal has policies of directors' and officers' liability insurance which insure directors and officers against the costs of defense, settlement or payment of a judgment under certain circumstances. Item 8. Exhibits. The Exhibit Index on page 6 of this registration statement lists the exhibits that are filed as part of this registration statement. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (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, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of this 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 this 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 this registration statement or any material change to such information in this registration statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Act of 1934 (the "Exchange Act") that are incorporated by reference in this registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act 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. 2 (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, on December 28, 1995. UNOCAL CORPORATION By /s/ CHARLES S. MCDOWELL -------------------------- Charles S. McDowell Vice President and Comptroller Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated: SIGNATURE TITLE DATE --------- ----- ---- ROGER C. BEACH * Chairman of the Board of December 28, 1995 ---------------- Directors and Roger C. Beach Chief Executive Officer NEAL E. SCHMALE * Chief Financial Officer December 28, 1995 ----------------- and Director Neal E. Schmale Vice President and December 28, 1995 /s/ CHARLES S. MCDOWELL Comptroller ----------------------- (Principal Accounting Charles S. McDowell Officer) JOHN W. AMERMAN * Director December 28, 1995 ----------------- John W. Amerman MACDONALD G. BECKET * Director December 28, 1995 --------------------- MacDonald G. Becket JOHN W. CREIGHTON, JR. * Director December 28, 1995 ------------------------ John W. Creighton, Jr. MALCOLM R. CURRIE * Director December 28, 1995 ------------------- Malcolm R. Currie FRANK C. HERRINGER * Director December 28, 1995 -------------------- Frank C. Herringer JOHN F. IMLE, JR. * Director December 28, 1995 -------------------- John F. Imle, Jr. 4 SIGNATURE TITLE DATE --------- ----- ---- DONALD P. JACOBS * Director December 28, 1995 ------------------ Donald P. Jacobs RICHARD J. STEGEMEIER * Director December 28, 1995 ----------------------- Richard J. Stegemeier J. STEVEN WHISLER * Director December 28, 1995 ------------------- J. Steven Whisler CHARLES R. WEAVER * Director December 28, 1995 ------------------- Charles R. Weaver MARINA v.N. WHITMAN * Director December 28, 1995 --------------------- Marina v.N. Whitman * By /s/ CHARLES S. MCDOWELL - ----------------------------- Charles S. McDowell Attorney-In-Fact Pursuant to the requirements of the Securities Act of 1933, the members of the Savings Plan/ESOP Committee, who administer the Unocal Savings Plan, have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of El Segundo, State of California, December 28, 1995. UNOCAL SAVINGS PLAN By /s/ CHARLES S. MCDOWELL ---------------------------- Charles S. McDowell Member, Savings Plan/ ESOP Committee 5 EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT - -------------- ------- 4.1 Certificate of Incorporation of Unocal, as amended (incorporated by reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to Unocal's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, File No. 1-8483). 4.2 Bylaws of Unocal, as amended May 22, 1995, and currently in effect (incorporated by reference to Exhibit 3 to Unocal's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1995, File No. 1-8483). 4.3 Rights Agreement dated as of January 29, 1990, between Unocal and Chemical Trust Company of California, as Rights Agent (incorporated by reference to Exhibit 1 to UNOCAL's Current Report on Form 8-K dated January 29, 1990, File No. 1-8483). 5 Opinion of Dennis P. R. Codon, Esq. to Unocal. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Dennis P. R. Codon, Esq. (included in Exhibit 5). 24 Power of Attorney. 6 EX-5 2 EXHIBIT 5 Unocal Corporation 2141 Rosecrans Avenue Suite 4000 El Segundo, California 90245 Telephone (310) 726-7651 [UNOCAL LOGO] December 27, 1995 Dennis P.R. Codon Vice President, General Counsel and Corporate Secretary Unocal Corporation 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 RE: Unocal Savings Plan Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: As Vice President and General Counsel of Unocal Corporation, a Delaware corporation ("Unocal"), I, and attorneys working under my direction, have acted on behalf of Unocal and as counsel to Unocal in connection with the preparation of the Registration Statement on Form S-8 (the "Registration Statement"), which Unocal proposes to file with the Securities and Exchange Commission (the "Commission"). The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 5,000,000 shares (the "Shares") of the Common Stock, par value $1.00 per share, of Unocal (the "Common Stock"), together with associated Preferred Stock Purchase Rights (the "Rights"), to be purchased from time to time by the Trustee of the Unocal Savings Plan (the "Plan") for allocation to the accounts of participants in the Plan. This opinion is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S-K of the Commission. For the purposes of this opinion, I, or such attorneys working under my direction, have examined or considered such matters of law and fact and such corporate records, certificates and other documents as I, or they, have deemed necessary, including, but not limited to: the Registration Statement; the Certificate of Incorporation and Bylaws of Unocal, as amended to date; certain resolutions adopted by the Board of Directors of Unocal and certain Committees thereof; the Plan, as amended to date; the Rights Agreement, dated as of January 29, 1990, between Unocal and Chemical Trust Company of California, as Rights Agent (the "Rights Agreement"); and certificates and other information obtained from public officials and officers and employees of Unocal and its subsidiaries. In the course of such examination, I, and such attorneys working under my direction, have assumed the genuineness of all signatures, the authenticity of all documents submitted as originals and the conformity to the originals of all documents submitted as certified, photostatic or conformed copies. I have relied, as to certain legal matters, on the advice of such attorneys working under my direction who are more familiar with such matters. Unocal Corporation December 27, 1995 Page 2 I am licensed to practice law in the State of California and, although I am not licensed to practice law in the State of Delaware, I am familiar with the Delaware General Corporation Law. Therefore, the following opinions are limited to the laws of the State of California, the Delaware General Corporation Law and the Federal laws of the United States, all as currently in effect, to the exclusion of all other jurisdictions. Based on and subject to the foregoing, I am of the opinion that: 1. The Shares have been duly authorized for issuance by the Board of Directors of Unocal and, when certificates evidencing the Shares have been duly countersigned by the transfer agent and registrar for the Common Stock and issued to and paid for by the Trustee in accordance with the Plan, will be validly issued, fully paid and nonassessable. 2. The Rights have been duly authorized for issuance by the Board of Directors of Unocal and, when so issued in accordance with the Rights Agreement and when certificates evidencing the Shares to which the Rights are attached have been duly countersigned by the transfer agent and registrar for the Common Stock and issued to and paid for by the Trustee in accordance with the Plan, will be validly issued. 3. The provisions of the Plan, as amended, comply with the requirements of the Employee Retirement Income Security Act pertaining thereto. I hereby consent to the filing of this opinion with the Commission as an Exhibit to the Registration Statement and to the reference to me under the caption "Item 5. Interests of Named Experts and Counsel" therein. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ Dennis P.R. Codon EX-23.1 3 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement on Form S-8 of Unocal Corporation of our report dated February 14, 1995, on our audits of the consolidated financial statements and financial statement schedule of Unocal Corporation and its subsidiaries as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994, which report is included in Unocal Corporation's Annual Report on Form 10-K for the year ended December 31, 1994. Our report includes an explanatory paragraph with respect to the changes in methods of accounting for impairment of producing oil and gas properties in 1994; for postretirement benefits other than pensions and for postemployment benefits in 1993; and for income taxes in 1992. We also consent to the incorporation by reference in this registration statement on Form S-8 of Unocal Corporation of our report dated June 26, 1995, on our audits of the financial statements of the Unocal Savings Plan as of December 31, 1994 and 1993 and for each of the three years in the period ended December 31, 1994, which report is included in the Unocal Savings Plan's Annual Report on Form 11-K for the year ended December 31, 1994. /s/ COOPERS & LYBRAND L.L.P. Los Angeles, California December 27, 1995 EX-24 4 POWER OF ATTORNEY By signing below, each of the undersigned officers and/or directors of Unocal Corporation hereby constitutes and appoints Neal E. Schmale, Charles S. McDowell and Darrell D. Chessum, and each of them severally, with full power of substitution and resubstitution, as his or her true and lawful attorneys-in-fact and agents to sign for the undersigned and in the name of the undersigned, in any and all capacities, the Registration Statement on Form S-8 to which this Power of Attorney shall be filed as an exhibit and any or all amendments (including any post-effective amendments) to such Registration Statement and to file the same with all exhibits thereto, including this Power of Attorney, and any and all applications and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform any and all acts and things whatsoever required and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned could do if personally present. Each of the undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of September 25, 1995. SIGNATURE TITLE --------- ----- /s/ Roger C. Beach Chairman of the Board of Directors and ------------------- Chief Executive Officer Roger C. Beach /s/ Neal E. Schmale Chief Financial Officer ------------------- and Director Neal E. Schmale /s/ Charles S. McDowell Vice President and Comptroller ------------------------- (Principal Accounting Officer) Charles S. McDowell /s/ John W. Amerman Director ------------------- John W. Amerman /s/ MacDonald G. Becket Director ----------------------- MacDonald G. Becket /s/ John W. Creighton, Jr. Director -------------------------- John W. Creighton, Jr. /s/ Malcolm R. Currie Director --------------------- Malcolm R. Currie /s/ Frank C. Herringer Director ---------------------- Frank C. Herringer /s/ John F. Imle, Jr. Director --------------------- John F. Imle, Jr. /s/ Donald P. Jacobs Director -------------------- Donald P. Jacobs SIGNATURE TITLE --------- ----- /s/ Richard J. Stegemeier Director - ------------------------- Richard J. Stegemeier /s/ Charles R. Weaver Director --------------------- Charles R. Weaver /s/ J. Steven Whisler Director --------------------- J. Steven Whisler /s/ Marina v.N. Whitman Director ----------------------- Marina v.N. Whitman -----END PRIVACY-ENHANCED MESSAGE-----