-----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, VTjQlZ3OeR2gAMv0BbAI+HF+ivU15HjmHTL3hk7pSuHG8RjoX0X30B/j8R9niCI2 Atjy1KCeAxpa+yYP3rsK0w== 0000716039-03-000097.txt : 20030918 0000716039-03-000097.hdr.sgml : 20030918 20030917185727 ACCESSION NUMBER: 0000716039-03-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030916 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030918 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: 03900224 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 u8k091603.txt TOM BROWN SALE 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) September 16, 2003 ------------------------ 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 September 16, 2003, Unocal Corporation announced that its Chicago Carbon Company subsidiary has sold 4.9 million of the common shares it holds in Tom Brown, Inc. ("TBI"). The sale is part of the underwritten stock offering commenced by TBI in early September and represents approximately 85 percent of the 5.8 million shares held by the Unocal subsidiary. 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. Press Release dated September 16, 2003, announcing sale of common shares held in Tom Brown, Inc. 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: September 18, 2003 By: /s/ JOE D. CECIL ------------------- ------------------------------- Joe D. Cecil Vice President and Comptroller -1- EX-99 3 exh99.txt NEWS RELEASE ATTACHMENT EXHIBIT 99 Unocal 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 sells portion of its Tom Brown shares holding El Segundo, Calif., Sept. 16, 2003 - Unocal Corporation (NYSE: UCL) today said its Chicago Carbon Company subsidiary sold 4.9 million of the common shares its holds in Tom Brown, Inc. (NYSE: TBI). The sale is part of the underwritten stock offering commenced by TBI in early September and represents approximately 85 percent of the 5.8 million shares held by the Unocal subsidiary. Unocal expects to realize pretax proceeds of approximately $120 million from the sale. The price was $25.75 per share less transaction costs. The net proceeds will be used to reduce Unocal's outstanding debt and other financings. Unocal expects to record a pretax gain on the sale of approximately $45 million in its third quarter 2003 results. Unocal also said it expects to sell the remaining 875,000 TBI shares it holds as market conditions allow following a 90-day lock-up period. This transaction continues Unocal's program to simplify and rationalize its exploration and production business. In prior years, Unocal purchased the minority interests in companies it controlled, such as Pure Resources, Inc., which focuses on the Permian Basin, and Canada-based Northrock Resources Ltd. In addition, in 2003 the company has sold its North America equity affiliates, including TBI. The 2003 sales of E&P equity affiliate shareholdings will reduce proved reserves by approximately 34 million barrels-of-oil-equivalent (BOE) from the year-end 2002 reserves level. Production associated with affiliate interests sold in 2003 amounted to approximately 8,500 BOE per day in 2002. About Unocal Corporation Unocal is one of the world's leading independent natural gas and crude oil exploration and production companies. The company's oil and gas activities are in North America and Asia. For additional information about Unocal's global activities, visit the company's web site at www.unocal.com. 2 * * * * * This news release contains certain forward-looking statements about expected possible future market transactions. 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 2002 Annual Report on Form 10-K 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 2002 Annual Report on Form 10-K 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-----