-----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, JBYZLDPJqHThFW4yXxUTPYA/OGOChumlbnnxNab7hVh/QpnjByxBCGwfOWT2CBs7 qKXZrH46P/VFBEP1qdKrlw== 0000716039-05-000083.txt : 20050630 0000716039-05-000083.hdr.sgml : 20050630 20050630171609 ACCESSION NUMBER: 0000716039-05-000083 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050629 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 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: 0901 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08483 FILM NUMBER: 05929426 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 jun308k.htm FORM 8-K, DATED JUNE 30, 2005

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 29, 2005

 

Unocal Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

1-8483

95-3825062

(State or other jurisdiction
of incorporation)

(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)

Former name or former address, if changed since last report: N/A

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b))

 


 

 

 

 

 

Item 8.01

Other Events

               On June 29, 2005, Unocal Corporation ("Unocal") announced by press release that its board of directors has set Aug. 10, 2005, as the date of the special meeting of Unocal's stockholders at which a vote is scheduled to be taken on the proposed merger by and between Unocal and Chevron Corporation. A copy of the press release dated June 29, 2005 is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01.

Item 9.01

Financial Statements and Exhibits

Exhibit No.

Description

99.1

Press Release, dated June 29, 2005

 

 

 

 

SIGNATURES

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



 

 


/s/ Bryan J. Pechersky

 

 

By:

Bryan J. Pechersky

Corporate Secretary

Date: June 29, 2005

 

 

 

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No.

Description

99.1

Press Release, dated June 29, 2005

 

 

 

 

 

EX-99 2 jun30pr.htm EXHIBIT 99.1, JUNE 29 PRESS RELEASE

Unocal sets date of special meeting for vote on Chevron merger

El Segundo, Calif., June 29, 2005 - Unocal Corporation (NYSE: UCL) announced today that its board of directors has set Aug. 10, 2005, as the date of the special meeting of Unocal's stockholders at which a vote is scheduled to be taken on the proposed merger with Chevron Corporation (NYSE: CVX). Stockholders who hold shares of Unocal common stock at the close of business on June 29, 2005, the record date for the special meeting, will be entitled to vote on the Chevron merger at the special meeting.

Unocal previously announced that on June 22, 2005, it received a proposal from CNOOC Limited to acquire all outstanding shares of Unocal for $67 per share in cash. Unocal also announced that it has received a waiver from Chevron enabling Unocal to engage in discussions with CNOOC and its representatives concerning the proposed CNOOC transaction.

In connection with entering into the Chevron merger agreement, the Unocal board of directors recommended the transaction to Unocal's stockholders. That recommendation remains in effect. Unocal expects that, prior to the August 10 special meeting, and after engaging in discussions with CNOOC, Unocal will update stockholders regarding the Unocal board's evaluation of the CNOOC proposal.

About Unocal Corporation

Unocal is one of the world's leading independent natural gas and crude oil exploration and production companies. The company's principal oil and gas activities are in North America and Asia.

* * * * *

Additional Information for Investors

Chevron has filed a Form S-4, Unocal will file a proxy statement and both companies will file other relevant documents concerning the proposed merger transaction with Chevron with the Securities and Exchange Commission (SEC). INVESTORS ARE URGED TO READ THE FORM S-4, PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. You may obtain the documents free of charge at the Web site maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Chevron free of charge by contacting Chevron Comptroller's Department, 6001 Bollinger Canyon Road - A3201, San Ramon, CA 94583-2324. You may obtain documents filed with the SEC by Unocal free of charge by contacting Unocal Stockholder Services at (800) 252-2233, 2141 Rosecrans Avenue, Suite 4000, El Segundo, CA 90245.

Chevron, Unocal and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from Unocal's stockholders in connection with the proposed Chevron merger. Information about the directors and executive officers of Chevron and their ownership of Chevron stock is set forth in the proxy statement for Chevron's 2005 Annual Meeting of Stockholders. Information about the directors and executive officers of Unocal and their ownership of Unocal stock is set forth in the proxy statement for Unocal's 2005 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement for the merger. Investors should read the Form S-4 and proxy statement carefully before making any voting or investment decisions.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained herein, the matters set forth herein, including statements as to the proposed merger transaction with Chevron, the CNOOC proposal and other statements identified by words such as "estimates," "expects," "projects," "plans," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including uncertainties as a result of the CNOOC proposal and other risk factors as detailed from time to time in Unocal's reports filed or furnished with the SEC, including Unocal's most recent Annual Report on Form 10-K. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, Unocal undertakes no obligation to update publicly any forward-looking statements herein, whether as a result of new information, future events or otherwise.

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