-----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, MmZwUqH3ky40/phK8IMwHscZqy1zEbdvyWylIYIsjNDe6KQw23oDGfe3X+1d8prG OuuRCVnLIdfwZTy2PLZsEg== 0000716039-05-000107.txt : 20050812 0000716039-05-000107.hdr.sgml : 20050812 20050812175448 ACCESSION NUMBER: 0000716039-05-000107 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050810 FILED AS OF DATE: 20050812 DATE AS OF CHANGE: 20050812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HOWARD RANDOLPH L CENTRAL INDEX KEY: 0001295453 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08483 FILM NUMBER: 051022958 BUSINESS ADDRESS: BUSINESS PHONE: 310 726 7600 MAIL ADDRESS: STREET 1: C/O UNOCAL CORPORATION STREET 2: 2141 ROSECRANS AVENUE SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 FORMER NAME: FORMER CONFORMED NAME: Howard Randolph L DATE OF NAME CHANGE: 20040625 ISSUER: 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 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 4 1 f4forhowa.xml PRIMARY DOCUMENT X0202 4 2005-08-10 1 0000716039 UNOCAL CORP UCL 0001295453 HOWARD RANDOLPH L 12 PALMA VALLEY COTO DE CAZA CA 92679 0 1 0 0 Senior VP Global Gas Common Stock / $1.00 Par Value 2005-08-10 4 A 0 319.429 A 12811.07 I Unocal Savings Plan (401-k) Common Stock / $1.00 Par Value 2005-08-10 4 D 0 12811.07 D 0 I Unocal Savings Plan (401-k) Common Stock / $1.00 Par Value 2005-08-10 4 D 0 2018. D 0 I By Family Trust Common Stock / $1.00 Par Value 2005-08-10 4 D 0 13418. D 0 D Option / (Right to Buy) 32.8125 2005-08-10 4 D 0 6946. D 2006-03-25 Common Stock / $1.00 Par Value 6946. 0 D Option / (Right to Buy) 38.8125 2005-08-10 4 D 0 7500. D 2007-03-24 Common Stock / $1.00 Par Value 7500. 0 D Option / (Right to Buy) 36.26 2005-08-10 4 D 0 12568. D 2011-02-12 Common Stock / $1.00 Par Value 12568. 0 D Option / (Right to Buy) 34.725 2005-08-10 4 D 0 14589. D 2012-02-12 Common Stock / $1.00 Par Value 14589. 0 D Option / (Right to Buy) 27.07 2005-08-10 4 D 0 23828. D 2013-02-11 Common Stock / $1.00 Par Value 23828. 0 D Option / (Right to Buy) 36.869 2005-08-10 4 D 0 12172. D 2014-02-10 Common Stock / $1.00 Par Value 12172. 0 D Option / (Right to Buy) 31.155 2005-08-10 4 D 0 10000. D 2011-09-24 Common Stock / $1.00 Par Value 10000. 0 D Option / (Right to Buy) 49.305 2005-08-10 4 D 0 11216. D 2015-02-08 Common Stock / $1.00 Par Value 11216. 0 D Pursuant to the Agreement and Plan of Merger among Unocal Corporation, Chevron Corporation and Blue Merger Sub Inc. (the "Merger Agreement"), each share of Unocal Corporation Common Stock issued and outstanding immediately prior to the effectiveness of the merger on August 10, 2005 (the "Merger"), together with the Preferred Stock Purchase Rights attached thereto, was converted into the right to receive the merger consideration specified in the Merger Agreement. Shares are purchased at prevailing market prices by the trustee of the Unocal Savings Plan. In connection with the Merger, the reporting person is entitled to receive merger consideration in both cash and/or stock of Chevron Corporation for Unocal stock owned, subject to election and proration. Based on a press release issued by Chevron on August 10, 2005 announcing preliminary results of elections for merger consideration, and valuing Chevron shares at the closing price of $62.48 on August 10, 2005, the estimated value of the merger consideration to be received by the reporting person in exchange for these shares is between $828,292 and $864,426, depending upon the election made and the final election and proration results. In connection with the Merger, the reporting person is entitled to receive merger consideration in both cash and/or stock of Chevron Corporation for Unocal stock owned, subject to election and proration. Based on a press release issued by Chevron on August 10, 2005 announcing preliminary results of elections for merger consideration, and valuing Chevron shares at the closing price of $62.48 on August 10, 2005, the estimated value of the merger consideration to be received by the reporting person in exchange for these shares is between $129,867 and $142,237, depending upon the election made and the final election and proration results. In connection with the Merger, the reporting person is entitled to receive merger consideration in both cash and/or stock of Chevron Corporation for Unocal stock owned, subject to election and proration. Based on a press release issued by Chevron on August 10, 2005 announcing preliminary results of elections for merger consideration, and valuing Chevron shares at the closing price of $62.48 on August 10, 2005, the estimated value of the merger consideration to be received by the reporting person in exchange for these shares is between $863,507 and $905,378, depending upon the election made and the final election and proration results. This option was assumed by Chevron Corporation pursuant to the Merger Agreement, and converted into an option to purchase a revised number of Chevron Corporation common shares (determined by multiplying the number of shares of Unocal Common Stock subject to the option by the Stock Award Exchange Ratio, rounded down to the nearest whole share) at a new exercise price (determined by dividing the exercise price per share of Unocal Common Stock subject to the option by the Stock Award Exchange Ratio, rounded up to the nearest one hundredth of a cent). The Stock Award Exchange Ratio is 1.0688331. The option became exercisable in four equal installments on 9/25/96, 3/25/97, 3/25/98 and 3/25/99 The option became exercisable in four equal installments on 9/24/97, 3/24/98, 3/24/99 & 3/24/00 The option became exercisable in four equal installments on 8/12/01, 2/12/02, 2/12/03 & 2/12/04 The option became exercisable in four equal installments on 8/12/02, 2/12/03, 2/12/04 & 2/12/05 The option was originally scheduled to become exercisable in four equal installments on 8/11/03, 2/11/04, 2/11/05 & 2/11/06. The entire option became exercisable upon effectiveness of the Merger on 8/10/2005. The stock option was originally scheduled to become exercisable in three equal annual installments on 2-10-2005, 2-10-2006 and 2-10-2007. The entire option became exercisable upon effectiveness of the merger on August 10, 2005. The option was originally scheduled to become exercisable in three equal installments on 2/8/2006, 2/8/2007 and 2/8/2008. The entire option became exercisable upon the effectiveness of the merger August 10, 2005. Paul R Moore,Asst Secretary, Attorney-In-Fact 2005-08-12 -----END PRIVACY-ENHANCED MESSAGE-----