-----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, O90cNB76zaZlsWtr59rM2xD/I08MzJ+Gt8a0jeeo2QSY1Aq0NT6AoK3gYhKJp9UE PYHbIIGzzpopYm8B9CMMcw== 0000898430-96-004364.txt : 19960917 0000898430-96-004364.hdr.sgml : 19960917 ACCESSION NUMBER: 0000898430-96-004364 CONFORMED SUBMISSION TYPE: SC 13E4/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960916 SROS: CSX SROS: NYSE SROS: PSE SUBJECT COMPANY: 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: SC 13E4/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-11945 FILM NUMBER: 96630513 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267718 FILED BY: 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: SC 13E4/A BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: SUITE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267718 SC 13E4/A 1 ISSUER TENDER OFFER STATEMENT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO SCHEDULE 13E-4 ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934) UNOCAL CORPORATION (NAME OF THE ISSUER) UNOCAL CORPORATION (NAME OF PERSON(S) FILING STATEMENT) $3.50 CONVERTIBLE PREFERRED STOCK (PAR VALUE $.10 PER SHARE) (TITLE OF CLASS OF SECURITIES) 915289 20 1 (CUSIP NUMBER OF CLASS OF SECURITIES) DENNIS P.R. CODON R. GREGORY MORGAN VICE PRESIDENT, CHIEF LEGAL OFFICER AND GENERAL MUNGER, TOLLES & OLSON COUNSEL 355 SOUTH GRAND AVENUE UNOCAL CORPORATION LOS ANGELES, CALIFORNIA 90071 2141 ROSECRANS AVENUE, SUITE 4000 (213) 683-9100 EL SEGUNDO, CALIFORNIA 90245 (310) 726-7600 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT) AUGUST 8, 1996 (DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Pursuant to the requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and General Instruction D to Schedule 13E-4 thereunder, Unocal Corporation, a Delaware corporation ("Unocal"), hereby amends its Issuer Tender Offer Statement on Schedule 13E-4 (File No. 1-8483) filed with the Securities and Exchange Commission under the Exchange Act in connection with the filing under the Securities Act of 1933, as amended, of a registration statement on Form S-4 (File Nos. 333-09137 and 333-09137-01), as amended by Pre-Effective Amendment No. 1 thereto (the "Registration Statement"), regarding its offer to exchange (the "Exchange Offer") 6 1/4% Trust Convertible Preferred Securities of Unocal Capital Trust (the "Trust Preferred Securities") for up to all of the outstanding shares of $3.50 Convertible Preferred Stock, par value $.10 per share (the "$3.50 Preferred Stock"), of Unocal. The Exchange Offer expired at 12:00 midnight, New York City time, on Thursday, September 5, 1996. On September 11, 1996, Unocal exchanged 10,437,873 Trust Preferred Securities for 9,352,962 shares of $3.50 Preferred Stock. Unocal obtained the 10,437,873 Trust Preferred Securities from Unocal Capital Trust in consideration for $521,893,650 aggregate principal amount of its 6 1/4% Convertible Junior Subordinated Debentures. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. (a) Prospectus, dated August 7, 1996 (Exhibit 1); Form of Newspaper Announcement (Exhibit 2); Form of Letter of Transmittal (Exhibit 3); Form of Notice of Guaranteed Delivery (Exhibit 4); Form of Letter to Registered Holders and Depository Trust Participants (Exhibit 5); Form of Letter to Clients (Exhibit 6); Press Release of Unocal issued on September 3, 1996 (Exhibit 11); Press Release of Unocal issued on September 6, 1996 (Exhibit 12); and Press Release of Unocal issued on September 11, 1996 (Exhibit 13). (b) Form of Multiple Series Indenture, between Unocal and The Bank of New York, as trustee (Exhibit 7); Form of First Supplemental Indenture, between Unocal and The Bank of New York, as trustee, including form of 6 1/4% Convertible Junior Subordinated Debenture (Exhibit 8); and Form of Preferred Securities Guarantee Agreement (Exhibit 9). (c) None. (d) Tax Opinion of Miller & Chevalier, Chartered (Exhibit 10). (e) The Prospectus is included in (a) above. (f) None. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amendment to the statement is true, complete and correct. Dated: September 16, 1996 UNOCAL CORPORATION /s/ Neal E. Schmale By: _________________________________ Neal E. Schmale Chief Financial Officer 3 INDEX TO EXHIBITS
EXHIBIT DESCRIPTION ------- ----------- 1 Prospectus, dated August 7, 1996 (previously filed). 2 Form of Newspaper Announcement (incorporated by reference to Exhibit 99.5 to the Registration Statement, File Nos. 333-09137 and 333- 09137-01). 3 Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement, File Nos. 333-09137 and 333- 09137-01). 4 Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Registration Statement, File Nos. 333-09137 and 333-09137-01). 5 Form of Letter to Registered Holders and Depository Trust Participants (incorporated by reference to Exhibit 99.3 to the Registration Statement, File Nos. 333-09137 and 333-09137-01). 6 Form of Letter to Clients (incorporated by reference to Exhibit 99.4 to the Registration Statement, File Nos. 333-09137 and 333-09137-01). 7 Form of Multiple Series Indenture, between Unocal and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to Pre- Effective Amendment No. 1 to the Registration Statement, File Nos. 333-09137 and 333-09137-01). 8 Form of First Supplemental Indenture, between Unocal and The Bank of New York, as trustee, including form of 6 1/4% Convertible Junior Subordinated Debenture (incorporated by reference to Exhibit 4.4 to Pre-Effective Amendment No. 1 to the Registration Statement, File Nos. 333-09137 and 333-09137-01). 9 Form of Preferred Securities Guarantee Agreement (incorporated by reference to Exhibit 4.7 to the Registration Statement, File Nos. 333-09137 and 333-09137-01). 10 Tax Opinion of Miller & Chevalier, Chartered (incorporated by reference to Exhibit 8.1 to Pre-Effective Amendment No. 1 to the Registration Statement, File Nos. 333-09137 and 333-09137-01). 11 Press Release of Unocal issued on September 3, 1996 (incorporated by reference to the Current Report on Form 8-K, File No. 1-8483, of Unocal, dated September 3, 1996). 12 Press Release of Unocal issued on September 6, 1996 (incorporated by reference to the Current Report on Form 8-K, File No. 1-8483, of Unocal, dated September 6, 1996). 13 Press Release of Unocal issued on September 11, 1996 (incorporated by reference to the Current Report on Form 8-K, File No. 1-8483, of Unocal, dated September 11, 1996).
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