-----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, SX1k4cVLofP+lOTaw1gMmx+wmfDSny0Zj73+b85NBaywCk9x3POmna5el1ePHEcf NmNjVZp8hRSdGNIh+LdtUg== 0000716039-02-000026.txt : 20020802 0000716039-02-000026.hdr.sgml : 20020802 20020802145643 ACCESSION NUMBER: 0000716039-02-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020802 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 953825062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08483 FILM NUMBER: 02718328 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267600 MAIL ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 8-K 1 u8k080202.txt AMENDED RIGHTS AGREEMENT SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) August 2, 2002 ------------------------ UNOCAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 1-8483 95-3825062 - -------------------------------------------------------------------------------- (Commission File Number) (I.R.S. Employer Identification No.) 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (310) 726-7600 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) Item 5. Other Events The Rights Agreement, dated as of January 5, 2000, between Unocal Corporation, and Mellon Investor Services LLC, as amended as of March 27, 2002, has been further amended effective as of August 2, 2002. The further amendment is filed as an exhibit under Item 7(c) of this report. Item 7. Financial Statements and Exhibits (c) Exhibits 10 Amendment No. 2 to Rights Agreement, dated as of August 2, 2002, between Unocal Corporation and Mellon Investor Services LLC. - -------------------------------------------------------------------------------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. UNOCAL CORPORATION (Registrant) Date: August 2, 2002 By: /s/ DENNIS P. R. CODON --------------- ------------------------------- Dennis P. R. Codon Senior Vice President General Counsel and Chief Legal Officer -1- EX-10 3 u8k080202_ex10.txt AMENDED RIGHTS AGREEMENT EXHIBIT 10 AMENDMENT No. 2 TO RIGHTS AGREEMENT AMENDMENT No. 2 TO RIGHTS AGREEMENT, dated as of August 2, 2002, (this "Amendment"), to the Rights Agreement, dated as of January 5, 2000 (the "Rights Agreement"), by and between Unocal Corporation (the "Company") and Mellon Investor Services LLC, a New Jersey limited liability company (as successor to ChaseMellon Shareholder Services, L.L.C.), as Rights Agent (the "Rights Agent"), as amended by the Amendment to Rights Agreement, dated as of March 27, 2002 (the "First Amendment"). Terms used herein but not defined shall have the meaning assigned to them in the Rights Agreement as amended. WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the Rights Agreement; and WHEREAS, the Company and the Rights Agent have heretofore executed and entered into the First Amendment; and WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement in accordance with the provisions of such Section 27; and WHEREAS, the Board of Directors of the Company has determined that it is in the best interest of the Company and its stockholders to amend the Rights Agreement to provide that any "Person" that is a "Qualified Institutional Investor" (as defined herein) will not be deemed an "Acquiring Person." NOW, THEREFORE, the Company and the Rights Agent hereby amend the Rights Agreement as follows: 1. Section 1 of the Rights Agreement is hereby amended to revise and restate in its entirety the following definition: (p) "Qualified Institutional Investor" shall mean, as of any time of determination, a Person that is described in Rule 13d-l(b)(1) promulgated under the Exchange Act (as such Rule is in effect on the date hereof) and is eligible to report (and, if such Person is the Beneficial Owner of greater than 5% of the Common Shares of the Company, does in fact report) beneficial ownership of Common Shares of the Company on Schedule 13G, and such Person (i) is not required to file a Schedule 13D (or any successor or comparable report) with respect to its beneficial ownership of Common Shares of the Company, (ii) shall be the Beneficial Owner of less than 15% of the Common Shares of the Company then outstanding (including in such calculation the holdings of all of such Person's Affiliates and Associates other than those which, under published interpretations of the SEC or its Staff, are eligible to file separate reports on Schedule 13G with respect to their beneficial ownership of the Common Shares of the Company) and (iii) shall be the Beneficial Owner of less than 25% of the Common Shares of the Company then outstanding. -1- 2. Exhibit B to the Rights Agreement, being the form of Rights Certificate, is hereby modified and amended by inserting in the third line of the first paragraph following the words "dated as of January 5, 2000, as amended as of March 27, 2002" the words "and as of August 2, 2002". 3. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts made and performed entirely within such State; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State. 4. Except as specifically amended by this Agreement, all other terms and conditions of the Rights Agreement, as amended by the First Amendment, shall remain in full force and effect and are hereby ratified and confirmed. 5. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same instrument. IN WITNESS WHEREOF, this Amendment has been duly executed by the Company and the Rights Agent as of the day and year first written above. Attest: UNOCAL CORPORATION By: /s/BRIGITTE M. DEWEZ By: /s/DENNIS P. R. CODON -------------------------------- ---------------------------------- Name: Brigitte M. Dewez Name: Dennis P.R. Codon Title: Corporate Secretary Title: Senior Vice President, General Counsel & Chief Legal Officer Attest: MELLON INVESTOR SERVICES LLC (as Rights Agent) By: /s/SHARON KNEPPER By: /s/JAMES KIRKLAND -------------------------------- ---------------------------------- Name: Sharon Knepper Name: James Kirkland Title: Vice President Title: Assistant Vice President -2- -----END PRIVACY-ENHANCED MESSAGE-----