-----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, VKkn6yuN14wShbZ/Q+/8vMzPgDL67RnJ35IPiSvmOnRep6veLPD5xaiMVKwK0RjF nc42/5hRxUinj1HE+TvOtg== 0000716039-02-000058.txt : 20021031 0000716039-02-000058.hdr.sgml : 20021031 20021031145850 ACCESSION NUMBER: 0000716039-02-000058 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021030 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021031 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: 02804864 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 u8k103002.txt PURE DEAL COMPLETE 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) October 30, 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. On October 30, 2002, Unocal Corporation announced that it had completed the acquisition of Pure Resources, Inc. The full text of the press release is filed as an exhibit under Item 7(c) of this report. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release of Unocal announcing the completion of the acquisition of Pure Resources, dated October 30, 2002. 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: October 31, 2002 By: /s/ JOE D. CECIL - ------------------------- ---------------------- Joe D. Cecil Vice President and Comptroller -1- EX-99 3 u8kex99.txt PRESS RELEASE - PURE DEAL COMPLETED EXHIBIT 99.1 Unocal Corporation 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 [UNOCAL LOGO] NEWS RELEASE Contact: Barry Lane (Media) 310-726-7731 Robert Wright (Investors) 310-726-7665 Unocal completes acquisition of Pure Resources El Segundo, Calif., Oct. 30, 2002 -- Unocal Corporation (NYSE: UCL) and its Union Oil Company of California subsidiary, today said that they had completed a short-form merger of a wholly owned Union Oil subsidiary into Pure Resources, Inc., following the close of trading on the New York Stock Exchange yesterday. As a result, Pure is now a wholly owned subsidiary of Union Oil. In the merger, each Pure share other than those owned by Union Oil was converted into the right to receive 0.74 shares of Unocal common stock, subject to the rights of Pure's remaining stockholders to seek appraisal under Delaware law. The short-form merger allowed Union Oil to acquire the remaining Pure shares that were not tendered under its exchange offer. Union Oil had earlier accepted for exchange 16.6 million Pure shares that were tendered and not withdrawn as of the expiration of the exchange offer at midnight, New York City time, Oct. 29. The exchange offer resulted in Union Oil owning a total of 49.3 million shares, representing more than 97 percent of the outstanding Pure shares. Each share of Pure common stock tendered under the exchange offer was exchanged for 0.74 shares of Unocal common stock. Unocal expects to issue approximately 13.2 million shares of Unocal common stock to Pure stockholders. Unocal named Don Hansen as interim business leader of Pure. Hansen will continue as president of Northrock Resources, Ltd., a wholly owned Canada-based subsidiary of Union Oil, during the interim period. The company expects to name a permanent business unit leader for Pure soon. Unocal said that Pure Resources' senior management team, including Jack Hightower, Pure chairman, president and chief executive officer, will continue to provide services to Pure during a transition period. About Unocal Corporation Unocal is one of the world's largest independent natural gas and crude oil exploration and production companies. Based in El Segundo, Calif., Unocal's principal production operations are in North America and Asia. More information about the company is available at www.unocal.com. * * * * * This news release contains certain forward-looking statements about expected business transactions and personnel changes. These statements are not guarantees of future performance. The statements are based upon Unocal's current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward looking statements. Actual results could differ materially as a result of factors discussed in Unocal's amended 2001 Annual Report on Form 10-K/A and subsequent reports filed with the U.S. Securities and Exchange Commission. Unocal undertakes no obligation to update the information in this news release. Investors are urged to consider closely the disclosure in Unocal's amended 2001 Annual Report on Form 10-K/A and other reports filed with the SEC (SEC File No. 1-8483). Copies of the Company's SEC filings are available from the Company by calling 800-252-2233 or from the SEC by calling 800-SEC-0330. The reports are also available on the Unocal web site, www.unocal.com. ##### -----END PRIVACY-ENHANCED MESSAGE-----