-----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, CYrIzHgcR5GqTwr1Cs3my3AVKp5uMMmIZoAqZ/ce/5k1iejBZMZIobCBPag1zQ1v kigoWXMjSnqR/JRZ3M/OsQ== 0000716039-96-000061.txt : 19961231 0000716039-96-000061.hdr.sgml : 19961231 ACCESSION NUMBER: 0000716039-96-000061 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961226 ITEM INFORMATION: Other events FILED AS OF DATE: 19961230 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNOCAL CORP CENTRAL INDEX KEY: 0000716039 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] 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: 96687755 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267718 8-K 1 NEWS RELEASE - UNO-VEN RESTRUCTURE 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) December 26, 1996 ------------------ 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 December 26, 1996, the following news release was issued: UNOCAL, PDVSA TO RESTRUCTURE THE UNO-VEN COMPANY PARTNERSHIP ------------------------------- El Segundo, Calif., Dec. 26, 1996 -- Unocal Corporation announced today the execution of a letter of intent to restructure The UNO-VEN Company, a partnership held 50 percent by its Midwest 76, Inc., subsidiary. The letter of intent provides that all of UNO-VEN's petroleum refining and marketing assets will transfer to units of Petroleos de Venezuela S.A. (PDVSA), and Unocal will receive $250 million. PDVSA affiliates will assume all liability for UNO-VEN debt. The transaction is subject to execution of a definitive agreement, approval by the respective boards of directors of Unocal and PDVSA, and certain regulatory approvals. UNO-VEN is a petroleum refining and marketing company that markets "76" brand products throughout the midwestern U.S. The 50-50 partnership between Unocal and PDVSA was formed in 1989. "This transaction would complete Unocal's transition from a vertically integrated oil company to being the world's largest independent oil and gas producer and an important developer of energy projects overseas," said Roger C. Beach, Unocal's chairman and chief executive officer. Beach noted that earlier this month Unocal signed a definitive agreement to sell its West Coast refining, marketing and transportation assets to Tosco Corporation for approximately $2 billion. If the transaction with PDVSA is completed, Unocal expects to invest a portion of the proceeds in promising upstream and midstream projects overseas and in strengthening Unocal's U.S. oil and gas operations in the Gulf of Mexico area. "We've shifted our strategic focus to major market-to-resource energy projects," said Beach, citing expansion of the company's operations in Thailand and Indonesia, and new business ventures including the Yadana natural gas project in Myanmar, pipelines to transport crude oil and natural gas from Turkmenistan to markets in Pakistan, an LPG terminal in China, exploration and development opportunities in Bangladesh, Vietnam and Azerbaijan, and an independent power project in Thailand. UNO-VEN owns and operates a 153,000-barrel-per-day refinery near Chicago, Ill. Through long-term relationships with a network of some 200 midwestern petroleum marketers (wholesalers), UNO-VEN supplies approximately 2,500 independently owned "76" branded retail outlets in 15 Midwest and eastern states. The partnership has 1,100 employees and annual sales of more than $1.2 billion. The transaction also includes the transfer of a 25 percent interest in The Needle Coker Company from UNO-VEN to PDVSA. The transaction does not include Unocal's sponge coke or the solvents businesses. Unocal and PDVSA expect to complete the transaction in the first quarter of 1997. 2 The UNO-VEN Company Fact Sheet Refinery A 153,000-barrel-per-day facility, located southwest of Chicago, in Romeoville, Ill. Lubricants A lubricants blending and packaging plant in Cincinnati, Ohio, plus two finished lubricant distribution terminals Terminals 11 company-owned light oil (gasoline, diesel fuel and fuel oil) terminals, an aviation turbine fuel terminal and a commercial network of more than 60 other terminals in 12 midwestern states The Needle Coker Company 50% ownership of this manufacturer of needle coke used to make electrodes for the steel industry Market Area/States UNO-VEN markets "76" petroleum products in Served Illinois, Wisconsin, Minnesota, Iowa, Michigan, Indiana, Ohio, Kentucky, Nebraska, North Dakota, South Dakota, and portions of Missouri, West Virginia and New York. Marketing Network Long-term relationships with 200 Midwestern wholesalers; supplies 2,500 independently owned "76" branded retail outlets in 15 Midwestern and eastern states. Crude Oil Supply UNO-VEN purchases the crude needed for its refinery under a long-term contract with an affiliate of PDVSA. The crude oil is shipped by tank ship to the United States from Venezuela, and then transported by pipeline from the U.S. Gulf Coast to UNO-VEN's refinery near Chicago. 3 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: December 30, 1996 By: CHARLES S. MCDOWELL - ----------------------- ------------------------ Charles S. McDowell, Vice President and Comptroller 4 -----END PRIVACY-ENHANCED MESSAGE-----