-----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, VPa3xpfGIIW8RCU8hPXZne2BA5CnTot+GF3yRd25NbV76u4jvsdLhJ/a8+7sOx+L dVyvKmu7Qehe6owDL4fQuw== 0000716039-05-000109.txt : 20050812 0000716039-05-000109.hdr.sgml : 20050812 20050812175544 ACCESSION NUMBER: 0000716039-05-000109 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: WILLIAMSON CHARLES R CENTRAL INDEX KEY: 0001183508 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08483 FILM NUMBER: 051022963 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE. STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 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 f4forwill.xml PRIMARY DOCUMENT X0202 4 2005-08-10 1 0000716039 UNOCAL CORP UCL 0001183508 WILLIAMSON CHARLES R 643 SOUTH IRENA AVENUE REDONDO BEACH CA 90277 1 1 0 0 CEO Common Stock / $1.00 Par Value 2005-08-10 4 D 0 107373. D 0 D Common Stock / $1.00 Par Value 2005-08-10 4 A 0 308.95 A 8838.255 I Unocal Savings Plan Common Stock / $1.00 Par Value 2005-08-10 4 D 0 8838.255 D 0 I Unocal Savings Plan Common Stock / $1.00 Par Value 2005-08-10 4 D 0 26373. D 0 I Williamson Family Tr. 1/18/95 Option / (Right To Buy) 29.6875 2005-08-10 4 D 0 5548. D 2003-03-29 Common Stock / $1.00 Par Value 5548. 0 D Option / (Right to Buy) 32.8125 2005-08-10 4 D 0 8000. D 2006-03-25 Common Stock / $1.00 Par Value 8000. 0 D Option / (Right to Buy) 38.8125 2005-08-10 4 D 0 11600. D 2007-03-24 Common Stock / $1.00 Par Value 11600. 0 D Stock Option / (Right to Buy) 35.25 2005-08-10 4 D 0 100000. D 2010-12-04 Common Stock / $1.00 Par Value 100000. 0 D Stock Option / (Right to Buy) 35.355 2005-08-10 4 D 0 450000. D 2011-07-27 Common Stock / $1.00 Par Value 450000. 0 D Option / (Right to Buy) 49.305 2005-08-10 4 D 0 113475. D 2015-02-08 Common Stock / $1.00 Par Value 113475. 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. 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 $6,909,925 and $7,244,982, depending upon the election made and the final election and proration results. 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 $568,781 and $596,360, 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 $1,697,219 and $1,779,516, 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 was originally scheduled to become exercisable in four equal installments on 8/11/2003; 2/11/2004; 2/11/2005; and 2/11/2006. The entire option became exercisable upon effectiveness of the merger on 8/10/2005. 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 9/24/1997; 3/24/1998; 3/24/1999; and 3/24/2000 The option became exercisable in four equal installments on: 6/4/2001, 12/4/2001, 12/4/2002 and 12/4/2003 50% became exercisable 7-27-2002; an additional 25% became exercisable 7-27-2003; and the remaining 25% became exercisable 7-27-2004 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-----