-----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, PAKj+VKS0LBykTNuO5g3OYcJs/jYqFlsS09beY1nfXmlneeFj3PStTChV00m9xxS neD32/UAhyezCw0h2b2DYQ== 0000898430-98-002447.txt : 19980630 0000898430-98-002447.hdr.sgml : 19980630 ACCESSION NUMBER: 0000898430-98-002447 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 SROS: CSX SROS: NYSE SROS: PCX FILER: 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: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-08483 FILM NUMBER: 98656385 BUSINESS ADDRESS: STREET 1: 2141 ROSECRANS AVE STREET 2: STE 4000 CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3107267600 11-K 1 FORM 11-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 11-K Annual Report Pursuant to Section 15(d) of the SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended DECEMBER 31, 1997 ----------------- Or [_] Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from _______________ to ________________ Commission file number 1-8483 ------ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the Plan and the address of its principal executive office: Unocal Corporation, 2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245 INDEX TO FINANCIAL STATEMENTS OF MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN The following financial statements reflect the status of the Molycorp, Inc. 401(k) Retirement Savings Plan as of December 31, 1997 and 1996, and the results of its transactions for each of the years then ended.
Page Number ----------- Statements included herein: Report of Independent Accountants 2 Statements of Net Assets Available for Benefits with Fund Information 3 Statements of Changes in Net Assets Available for Benefits with Fund Information 4 Notes to Financial Statements 5-8 Item 27(a) - Schedule of Assets Held for Investment Purposes 10 Item 27(d) - Schedule of Reportable Transactions 11 Exhibit Index 12
Schedules I, II and III are omitted because the subject matter did not exist or the required information is given in the financial statements or notes to financial statements. 1 REPORT OF INDEPENDENT ACCOUNTANTS The Administrative Committee of the Molycorp, Inc. 401(k) Retirement Savings Plan: We have audited the accompanying statements of net assets available for benefits of the Molycorp, Inc. 401(k) Retirement Savings Plan (the "Plan") as of December 31, 1997 and 1996, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1997 and 1996, and the changes in net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The fund information in the statement of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. COOPERS & LYBRAND L. L. P. June 26, 1998 Los Angeles, California 2 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1997 AND 1996
PARTICIPANT DIRECTED ----------------------------------------------- 1997 --------------------------------------------------------- UNOCAL FIDELITY COMMON GIC FUND STOCK FUND TOTAL ------------- ------------ --------- --------- ASSETS Investments at fair value (Note 2) Shares of registered investment companies Fidelity Puritan Mutual Fund $ 3,362 $ -- $ -- $ 3,362 Unocal Common Stock -- 47,003 -- 47,003 --------- ---------- --------- ---------- 3,362 47,003 -- 50,365 Investments at contract value (Note 3) Union Bank of California Employee Benefit Investment Contract Fund -- -- 6,622 6,622 --------- ---------- --------- ---------- Total Investments 3,362 47,003 6,622 56,987 Cash -- 1 1 2 --------- ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ 3,362 $ 47,004 $ 6,623 $ 56,989 ========= ========== ========= ========== PARTICIPANT DIRECTED ----------------------------------------------- 1996 --------------------------------------------------------- UNOCAL FIDELITY COMMON GIC FUND STOCK FUND TOTAL ------------- ------------ --------- --------- ASSETS Investments at fair value (Note 2) Shares of registered investment companies Fidelity Puritan Mutual Fund $ 20,829 $ -- $ -- $ 20,829 Unocal Common Stock -- 43,195 -- 43,195 --------- ---------- --------- ---------- 20,829 43,195 -- 64,024 Investments at contract value (Note 3) Union Bank of California Employee Benefit Investment Contract Fund -- -- 1,336 1,336 --------- ---------- --------- ---------- Total Investments 20,829 43,195 1,336 65,360 Cash 6,587 463 2 7,052 --------- ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS $ 27,416 $ 43,658 $ 1,338 $ 72,412 ========= ========== ========= ==========
The accompanying notes are an integral part of these financial statements 3 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION FOR YEARS ENDED DECEMBER 31, 1997 AND 1996
Participant Directed ----------------------------------------------- 1997 ---------------------------------------------------------------- Unocal Fidelity Common GIC Fund Stock Fund Total ---------- ----------- -------- ---------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income Net appreciation/(depreciation) in fair value of investments $ 1,114 $ (2,341) $ - $ (1,227) Interest 359 17 201 577 Dividends - 870 - 870 --------- --------- -------- --------- Total investment income 1,473 (1,454) 201 220 Participant contributions - 6,538 5,084 11,622 --------- --------- -------- --------- 1,473 5,084 5,285 11,842 TOTAL ADDITIONS DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Participants withdrawals and distributions 25,527 1,738 - 27,265 --------- --------- -------- --------- NET (DECREASE) INCREASE (24,054) 3,346 5,285 (15,423) NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR 27,416 43,658 1,338 72,412 ========= ========= ======== ========= END OF YEAR $ 3,362 $ 47,004 $ 6,623 $ 56,989 ========= ========= ======== =========
Participant Directed ----------------------------------------------- 1996 ---------------------------------------------------------------- Unocal Fidelity Common GIC Fund Stock Fund Total ---------- ----------- -------- ---------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income Net appreciation in fair value of investments $ 13,326 $ 80,131 $ - $ 93,457 Interest 623 471 4 1,098 Dividends 32,870 5,528 3,204 41,602 --------- --------- --------- --------- Total investment income 46,819 86,130 3,208 136,157 Participant contributions 45,091 30,761 12,597 88,449 --------- --------- --------- --------- TOTAL ADDITIONS 91,910 116,891 15,805 224,606 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO: Participants withdrawals and distributions 315,947 252,915 62,924 631,786 --------- --------- --------- --------- NET DECREASE PRIOR TO INTERFUND TRANSFERS (224,037) (136,024) (47,119) (407,180) INTERFUND TRANSFERS 10,310 (9,568) (742) 0 --------- --------- --------- --------- NET DECREASE (213,727) (145,592) (47,861) (407,180) NET ASSETS AVAILABLE FOR BENEFITS: BEGINNING OF YEAR (241,143) 189,250 49,199 479,592 --------- --------- --------- --------- END OF YEAR $ 27,416 $ 43,658 $ 1,338 $ 72,412 ========= ========= ========= =========
The accompanying notes are an integral part of these financial statements 4 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN General - ------- The Molycorp, Inc. 401(k) Retirement Savings Plan (the "Plan") is sponsored by Molycorp, Inc. (the "company"), an indirect wholly owned subsidiary of Unocal Corporation. The Plan provides for voluntary contributions by participants. Each individual participant is allowed to choose how their funds are invested from among three investment options. All funds remain with Union Bank of California (the "Trustee") for the exclusive benefit of Plan participants until distributed after termination of employment. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") as a defined contribution plan. The Molycorp 401(k) Retirement Savings Plan booklet dated December 1, 1996 replaces the April 1, 1991 booklet and constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. The December 1, 1996 booklet can be referenced for other information about the Plan. CONTRIBUTIONS - ------------- Voluntary participant contributions to the Plan are made on a pre-tax basis and cannot exceed 15 percent of a participant's base pay. The pre-tax contributions are also known as 401(k) contributions. Contributions cannot exceed the amount prescribed by law and cannot be calculated on a base pay in excess of the amount allowed by law. PARTICIPATION - ------------- Collective bargaining unit employees at the Questa or York facilities are eligible to participate in the Plan as of January 1, 1991 if at least six months of service was completed prior to January 1, 1991. Otherwise, participants are eligible to participate in the Plan beginning the first of the calendar quarter that next follows the date the participant completed six months of service. As a result of labor contract negotiations, employees at the Mountain Pass facility were no longer eligible to commence participation in the Plan or make contributions to the Plan after June 30, 1996. In October 1996, employees at Mountain Pass were extended a special election period to rollover account balances existing prior to June 30, 1996 into the Unocal Savings Plan. Account balances totaling $614,739 were transferred in December 1996 to the Unocal Savings Plan and are included in participants withdrawals and distributions in the statement of changes in net assets available for benefits for the year ended December 31, 1996. PARTICIPANT ACCOUNTS - -------------------- Each participant's account is credited with the participant's contributions and the respective investment earnings of the individual funds as governed by the participant's investment selection. VESTING - ------- Participants are always 100 percent vested in participant contributions and the investment earnings on those contributions. PAYMENT OF BENEFITS - ------------------- On termination of employment or at such time that participants become eligible to receive benefits, participants may elect to receive their account balance or defer their distribution until a later date, but no later than 60 days after the end of the plan year in which the latest of the following occurs: the participant attains age 65, or two years after the participant's employment terminates. If a participant continues to 5 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (continued) work after age 70-1/2, distribution of a portion of the participant's account balance is required by April 1 of the calendar year following the calendar year in which the participant attains age 70-1/2. INVESTMENT PROGRAM - ------------------ All contributions are held in trust and invested by the Trustee in accordance with the option or options elected by the participant. A participant's account may be invested in one or any combination of the following funds administered by the Trustee: . Fidelity Puritan Mutual Fund - Funds are invested in shares of a mutual fund maintained by a registered investment company that invests in common and preferred stocks, as well as bonds, of various U.S. corporations. . Unocal Corporation Common Stock Fund ("Unocal Common Stock") - Funds are invested in common stock of Unocal Corporation, the company's ultimate parent. . Employee Benefit Guaranteed Investment Contract Fund ("GIC") - Funds are invested in a bank commingled trust fund which holds fixed-rate investment contracts with various insurance companies. Federal Income Tax Status - ------------------------- The company obtained a ruling dated December 26, 1996, from the Los Angeles District Director of the Internal Revenue Service that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended, and that the Trustee established thereunder is entitled to exemption under the provisions of such Code; therefore, the Plan is not required to pay any federal income taxes. Earnings on Plan accounts will not be taxable to participants prior to withdrawal from the Plan. Withdrawals from the Plan are generally subject to federal income tax. Also, in-service withdrawals and withdrawals following termination of employment prior to retirement may be subject to a 10 percent federal income tax penalty. Plan Termination - ---------------- The company expects to continue the Plan indefinitely, but, as future conditions cannot be foreseen, the company may at any time or from time to time amend or terminate the Plan in whole or in part, subject to the requirements of ERISA and other applicable laws. An amendment may affect present, as well as future participants, but may not diminish the account of any participant existing on the effective date of such amendment. The company has no present intent to terminate the Plan. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting - ------------------- The accompanying financial statements are prepared on the accrual basis of accounting in conformity with generally accepted accounting principles. In addition, the following accounting policies are applied: a. Purchases and sales of securities are recorded on a trade-date basis. b. Dividends are recorded on an ex-dividend basis. c. Interest income is recorded on the accrual basis. d. Benefits are recorded when paid. 6 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (continued) The Plan presents in the statement of changes in net assets available for benefits with fund information the net appreciation (depreciation) in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation (depreciation) on those investments. Substantially all of the administrative and other costs of the Plan are paid by the company. VALUATION OF INVESTMENTS - ------------------------ The Plan's investments are stated at fair value except for its investment contract fund which is valued at contract value (Note 3). Shares of registered investment companies are valued at quoted market prices from national exchanges which represent the net asset value of shares held by the Plan at year-end. The Unocal common stock is valued at the closing price as reported for the New York Stock Exchange Composite Transactions at December 31, 1997 and 1996. Use of Estimates in Preparation of the Financial Statements - ----------------------------------------------------------- The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting periods. Actual results could differ from those estimates. NOTE 3 - INVESTMENTS AT CONTRACT VALUE Funds invested in the GIC fund, which holds fixed-rate investment contracts with various insurance companies, are valued at contract value. The Plan's ownership interest in this bank commingled trust fund is based upon units of equal value referred to as units of participation. Each unit of participation represents a proportionate undivided beneficial interest in the total value of all investment contracts which are held by the bank commingled trust fund. The number of units of participation allocated to the Plan are determined by the Trustee on a monthly basis. The crediting interest rate for all outstanding fixed-rate investment contracts was .4881 percent and .5100 percent as of December 31, 1997 and 1996, respectively, and the average yield rate for such contracts was 6.08 percent and 6.49 percent for the years then ended, respectively. NOTE 4 - CONCENTRATION OF CREDIT RISK The GIC fund consists of a series of fixed-rate investment contracts with various insurance companies. Although this fund contains a diversified portfolio of investment contracts, the ultimate performance of the contract is dependent upon the ability of the underlying companies to honor them. NOTE 5 - PARTIES-IN-INTEREST The Plan's investment in the Employee Benefit Investment Contracts Fund is managed by Union Bank of California. Union Bank of California is the Trustee as defined by the Plan and, therefore, these transactions qualify for an exemption from the party-in-interest rules. 7 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (continued) NOTE 6 -RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500:
December 31, 1997 --------------------------- Net assets available for benefits per the financial statements $56,989 Participant contributions receivable 1,220 --------------------------- Net assets available for benefits per the Form 5500 58,209
The following is a reconciliation of participant contributions per the financial statements to the Form 5500:
For the Year Ended December 31, 1997 --------------------------- Participant contributions per the financial statements $11,622 Participant contributions receivable 1,220 --------------------------- Participant contributions per the Form 5500 $12,842
8 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee appointed by the Board of Directors of the company to administer the Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN --------------------------------------------- (Name of Plan) Date: June 26, 1998 By: /s/ JOE D. CECIL ----------------- Joe D. Cecil Vice President and Comptroller 9 MOLYCORP, INC. 401(k) RETIREMENT SAVINGS PLAN ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1997
(a) (b) (c) (d) (e) Identity of Issue, Borrower, Description of Investment Including Maturity Date, Current Lessor or Similar Party Rate of Interest, Collateral, Par or Maturity Value Cost Value - ---------------------------------------------------------------------------------------------------------------------------------- Fidelity Investments Fidelity Puritan Mutual Fund $ 2,910 $ 3,362 (173.449 shares) Unocal Corporation Unocal Corporation Common Stock 36,569 47,003 (1,211.000 shares) * Union Bank of California Short-Term Money Market Fund 2 2 * Union Bank of California Employee Benefit Investment Contract Fund 6,623 6,622 (6622.66 shares) ------- ------- $46,104 $56,989 ======= =======
* Trustee for the Plan and, therefore, a party-in-interest for which an statutory exemption exists 10 Molycorp, Inc. 401(k) Retirement Savings Plan Item 27(d) - Schedule of Reportable Transactions (1) For Year Ended December 31, 1997
(a) (b) (c) (d) (e) (f) Description of Assets Expense (including Interest Rate And Maturity Purchase Selling Lease Incurred With Identity of Party Involved in case of loan) Price Price Rental Transaction - ------------------------------------------------------------------------------------------------------------------------------------ Union Bank of California Employee Benefit Investment Contract Fund (2) Purchased 5,279 shares (21 transactions) $ 5,280 Fidelity Investments Puritan Fund Sold 1,059,220 shares (2 transactions) 18,884 Unocal Corporation Unocal Corporation Common Stock Purchased 202 shares (11 transactions) 8,210 Union Bank of California Employee Benefit Investment Contract Fund (2) Purchased 29,831 shares (32 transactions) 29,831 Sold 36,882 shares (21 transactions) 36,882 (a) (b) (g) (h) (i) Description of Assets Current Value (Including Interest Rate And Maturity of Asset on Net Gain Identity of Party Involved in case of loan) Cost of Asset Transaction Date or (Loss) - --------------------------------------------------------------------------------------------------------------------------- Union Bank of California Employee Benefit Investment Contract Fund Purchased 5,279 shares (21 transactions) $ 5,280 $ 5,280 Fidelity Investments Puritan Fund Sold 1,059,220 shares (2 transactions) 17,530 18,884 1,354 Unocal Corporation Unocal Corporation Common Stock Purchased 202 shares (11 transactions) 8,210 8,210 Union Bank of California Employee Benefit Investment Contract Fund Purchased 29,831 shares (32 transactions) 29,831 29,831 Sold 36,882 shares (21 transactions) 36,882 36,882
(1) Under ERISA, a reportable transaction is a transaction or series of transactions during the Plan year that involves more than 5 percent of the fair value of the Plan assets at the beginning of the plan year. (2) Trustee for the Plan and, therefore, a party-in-interest for which an statutory exemption exists. 11 UNOCAL CORPORATION EXHIBIT INDEX
Exhibit Description - -------------------------------------------------------------------------------- 23 Consent of Coopers & Lybrand L.L.P.
12 EX-23 2 CONSENT OF COOPERS & LYBRAND LLP EXHIBIT 23 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of Unocal Corporation on Form S-8 (No. 33-43232) of our report, dated June 26, 1998, on our audits of the financial statements and supplemental schedules of the Molycorp, Inc. 401(k) Retirement Savings Plan as of December 31, 1997 and 1996 and for the years then ended which report appears in this annual report on Form 11-K. COOPERS & LYBRAND L. L. P. Los Angeles, California June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----