-----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, RB0BsLjgr7kp7sScYbZUOPvgv5Rnem49GdAMpruRh78feoCsGbQ/x8+oWo2lPB7a 6lYtPyoHiK2cTcimSuyrxA== 0000898822-02-001266.txt : 20021030 0000898822-02-001266.hdr.sgml : 20021030 20021030135705 ACCESSION NUMBER: 0000898822-02-001266 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021030 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PURE RESOURCES INC CENTRAL INDEX KEY: 0001109860 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 742952918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59083 FILM NUMBER: 02802760 BUSINESS ADDRESS: STREET 1: 500 WEST ILLINOIS CITY: MIDLAND STATE: TX ZIP: 79701 BUSINESS PHONE: 915-498-8600 MAIL ADDRESS: STREET 1: 500 WEST ILLINOIS CITY: MIDLAND STATE: TX ZIP: 79701 FILED BY: 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: SC TO-T/A 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 SC TO-T/A 1 october30scheduletoa.txt SCHEDULE TO/A- AMENDMENT NO. 9 ============================================================================== SECURITIES AND EXCHANGE COMMISSION ============================================================================== Washington, D.C. 20549 ----------- SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) PURE RESOURCES, INC. (Name of Subject Company) UNOCAL CORPORATION UNION OIL COMPANY OF CALIFORNIA (Name of Filing Persons--Offerors) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 74622E 10 2 (CUSIP Number of Class of Securities) Barry A. L. Hoffman, Esq. Deputy General Counsel Unocal Corporation 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 (310) 726-7600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) -Copies to- Daniel A. Neff Elliott V. Stein Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, NY 10019 (212) 403-1000 ----------- CALCULATION OF FILING FEE Transaction Valuation* Amount of Filing Fee -------------------------------------------------- $501,527,875 $46,141 -------------------------------------------------- * Estimated solely for the purpose of calculating the filing fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934, as amended, based on the product of (i) 22.45 the average of the high and low sales prices of Pure Resources, Inc.'s common stock and (ii) 23,746,505, the maximum number of shares to be acquired pursuant to this offer. [X]Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $50,916. Filing Party: Unocal Corporation. Form or Registration No.: Form S-4. Date Filed: September 4, 2002 [_]Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [_] issuer tender offer subject to Rule 13e-4. [_] going-private transaction subject to Rule 13e-3. [X] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] ============================================================================== SCHEDULE 13D - ----------------------------- ----------------------------- CUSIP NO. 74622E 10 2 Page 2 of 6 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Unocal Corporation 95-3825062 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER -0- SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 35,890,333 (1) EACH ------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER REPORTING 32,709,067 PERSON WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,890,333 (*) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.3% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON REPORTING C0 - -------------------------------------------------------------------------------- - ------------------ (1) Includes 32,709,067 shares directly owned by Union Oil Company of California, and 3,181,266 shares beneficially owned by Jack D. Hightower, with respect to which the reporting persons may be deemed to share voting control by virtue of the Voting Agreement (as described on the reporting persons joint Statement on Schedule 13D, as amended, which is incorporated herein by reference). SCHEDULE 13D - ----------------------------- ----------------------------- CUSIP NO. 74622E 10 2 Page 3 of 6 - ----------------------------- ----------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Union Oil Company of California 95-1315450 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION California - -------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER -0- SHARES ------------------------------------------------------------ BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 35,890,333 (2) EACH ------------------------------------------------------------ 9. SOLE DISPOSITIVE POWER REPORTING 32,709,067 PERSON WITH ------------------------------------------------------------ 10. SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 35,890,333 (*) - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.3% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON REPORTING CO - -------------------------------------------------------------------------------- - ------------------- (2) Includes 32,709,067 shares directly owned by Union Oil Company of California, and 3,181,266 shares beneficially owned by Jack D. Hightower, with respect to which the reporting persons may be deemed to share voting control by virtue of the Voting Agreement (as described on the reporting persons joint Statement on Schedule 13D, as amended, which is incorporated herein by reference). This Amendment No. 9 to the Tender Offer Statement on Schedule TO and combined Amendment No. 11 to the joint Statement on Schedule 13D (together with the Initial Schedule TO (as defined below), as previously amended and as amended hereby, the "Schedule TO") are filed by Unocal Corporation, a Delaware corporation ("Unocal"), and its wholly owned subsidiary Union Oil Company of California, a California corporation ("Union Oil", together with Unocal, the "Reporting Persons"). The Schedule TO, amends and supplements (1) the Reporting Persons' Tender Offer Statement on Schedule TO filed on September 4, 2002 (the "Initial Schedule TO") and (2) the Reporting Persons' Statement on Schedule 13D, as amended and relates to the offer by Unocal to exchange shares of Unocal common stock (including the associated preferred stock purchase rights) for each outstanding share of Pure Resources, Inc. ("Pure") common stock, on the terms and conditions contained in Unocal's prospectus, dated September 4, 2002, as amended, and in the related letter of transmittal, copies of which are incorporated by reference to Exhibit (a)(1), as amended, and Exhibit (a)(2) to the Initial Schedule TO (which, together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended and supplemented by adding the following language: The tender offer expired at midnight New York City time, on October 29, 2002. Union Oil accepted for exchange a total of 16,634,625 shares of Pure common stock. ITEM 11. ADDITIONAL INFORMATION. Item 11 of the Schedule TO is hereby amended and supplemented by adding the following language: On October 30, 2002, Unocal issued a press release announcing the final results of the tender offer, a copy of which is filed as Exhibit (a)(15) to this Amendment No. 9 to the Schedule TO and is incorporated herein by reference. ITEM 12. EXHIBITS Item 12 is supplemented by adding exhibit (a)(18). (a)(19) Press release dated October 30, 2002 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Union Oil Company of California By /s/ Douglas M. Miller ---------------------------------- Name: Douglas M. Miller Title: Vice President, Corporate Development Unocal Corporation By /s/ Douglas M. Miller ---------------------------------- Name: Douglas M. Miller Title: Vice President, Corporate Development Dated: October 30, 2002 EXHIBIT INDEX (a)(18) Press release dated October 30, 2002 EX-99 3 october30schtoex.txt PRESS RELEASE Exhibit (a)(18) UNOCAL CORPORATION 2141 Rosecrans Avenue, Suite 4000 El Segundo, California 90245 [GRAPHIC OMITTED][GRAPHIC OMITTED] NEWS RELEASE Contact: Barry Lane (Media) 310-726-7731 Robert Wright (Investors) 310-726-7665 Unocal successful in exchange offer for Pure Resources ------------------------------------------------------ El Segundo, Calif., Oct. 30, 2002 - Unocal Corporation (NYSE: UCL) and its Union Oil Company of California subsidiary today said that the companies' exchange offer for shares of Pure Resources, Inc. (NYSE: PRS) has been successful. Union Oil has accepted for exchange 16,634,625 Pure shares that the depositary reported as being tendered and not withdrawn as of the expiration of the offer at midnight, New York City time, last night. The exchange offer results in Union Oil owning a total of 49,343,692 shares, representing approximately 97.5 percent of the outstanding Pure shares. Each share of Pure common stock that was tendered has been exchanged for 0.74 shares of Unocal common stock. Unocal also said that it expects to complete the short-form merger of a wholly owned subsidiary of Union Oil into Pure later today following the close of trading on the New York Stock Exchange. In this merger, each Pure share other than those owned by Union Oil will be converted into the right to receive 0.74 shares of Unocal common stock, subject to the rights of Pure's remaining stockholders to seek appraisal under Delaware law. ABOUT UNOCAL CORPORATION Unocal is one of the world's largest independent natural gas and crude oil exploration and production companies. Based in El Segundo, Calif., Unocal's principal production operations are in North America and Asia. Unocal is also one of the world's largest producers of geothermal energy with operations in Indonesia and the Philippines. More information about the company is available at www.unocal.com. ABOUT PURE RESOURCES, INC. Pure is an independent exploration and production company that develops and produces oil and natural gas in the Permian Basin, the San Juan Basin, the Gulf Coast and the Gulf of Mexico. The company also owns an undivided interest under approximately 6 million gross fee mineral acres throughout the Southern Gulf Coast region of the U.S. Pure was formed in May -2- 2000 through the combination of Titan Exploration, Inc., and the Permian Basin business unit of Unocal Corporation. * * * * * This news release contains certain forward-looking statements about future business transactions involving Unocal and Pure. These statements are not guarantees of future performance and involve certain risks and uncertainties that are difficult to predict. The statements are based upon Unocal's current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward looking statements. Actual results could differ materially from what is expressed or forecasted in this news release. Those risk factors are discussed in the Unocal and Pure Annual Reports on Form 10-K, in each case as amended, and subsequent reports that have been filed by the companies with the U.S. Securities and Exchange Commission. ##### -----END PRIVACY-ENHANCED MESSAGE-----