8-K 1 form8kjune22.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): June 22, 2005 UNOCAL CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-8483 95-3825062 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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) Former name or former address, if changed since last report: N/A |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.14d-2(b)) ================================================================================ ITEM 8.01 OTHER EVENTS On June 22, 2005, Unocal Corporation ("Unocal") announced by press release that it has received a proposal from CNOOC Limited, an affiliate of China National Offshore Oil Company, to acquire all of the outstanding shares of Unocal for $67 per share in cash. A copy of the press release dated June 22, 2005 is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 8.01. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Joint Press Release, dated June 22, 2005 SIGNATURES 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 /s/ Bryan J. Pechersky ----------------------- By: Bryan J. Pechersky Corporate Secretary Date: June 22, 2005 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Joint Press Release, dated June 22, 2005