-----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, VDZFRSx+vztTIKCb8HrCNzZo1AdhBtaKjqktIhd2LMo2HPWYctjH2o9MEDOdERkt D/ZBLT2iKmnsd2xfJ1jbNQ== 0000716039-05-000116.txt : 20050812 0000716039-05-000116.hdr.sgml : 20050812 20050812175838 ACCESSION NUMBER: 0000716039-05-000116 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: SHARER KEVIN W CENTRAL INDEX KEY: 0001185618 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-08483 FILM NUMBER: 051022978 BUSINESS ADDRESS: STREET 1: AMGEN INC STREET 2: ONE AMGEN CENTER DR CITY: THOUSAND OAKS STATE: CA ZIP: 91320-1799 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 f4forshar.xml PRIMARY DOCUMENT X0202 4 2005-08-10 1 0000716039 UNOCAL CORP UCL 0001185618 SHARER KEVIN W AMGEN, INC. 1840 DEHAVILLAND DRIVE THOUSAND OAKS CA 91320 1 0 0 0 Common Stock / $1.00 Par Value 2005-08-10 4 A 0 271.228 61.9405 A 22031.5204 D Common Stock / $1.00 Par Value 2005-08-10 4 D 0 22031.5204 D 0 D Common Stock / $1.00 Par Value 2005-08-10 4 D 0 1472. D 0 I By Trust Stock Option / (Richt to Buy) 39.65 2005-08-10 4 D 0 5367. D 2011-05-21 Common Stock / $1.00 Par Value 5367. 0 D Stock Option / (Right to Buy) 37.20 2005-08-10 4 D 0 1907. D 2012-05-01 Common Stock / $1.00 Par Value 1907. 0 D Stock Option / (Right to Buy) 27.615 2005-08-10 4 D 0 3003. D 2013-05-01 Common Stock / $1.00 Par Value 3003. 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. Stock Units credited for voluntary deferral of director fees under the 2004 Directors' Deferred Compensation and Restricted Stock Unit Award Plan (the "Directors' Plan"). In connection with the Merger, each of the 22,031.5204 Director Stock Units owned by the reporting person under the Directors' Plan was converted into Chevron Shares at the ratio of 1.068831 Chevron shares for each Unocal Stock Unit. 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 the 1,472 Unocal shares owned by the reporting person is between $94,730 and $99,323, 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 new option expiration date is changed to 8-10-2008. The option vested and became exercisable 33 1/3% on the day before the annual meeting of stockholders on each of the first 3 years after the date of grant The option became 50% exercisable on 5/1/2003 and the remaining 50% became exercisable on 5/1/2004 The option became 50% exercisable on May 1, 2004 and 50% exercisable on May 1, 2005. Paul R. Moore, Asst Secretary, Attorney-In-Fact 2005-08-12 -----END PRIVACY-ENHANCED MESSAGE-----