-----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, BZa3j2bubY/RlKd1mvgTJRPuNX6oEqNgz3MFV4BOJuVMoTJnW4Ep6rDWhWp69mUV HvfDgE/E0ce46d18nyoyxg== 0000898822-05-000711.txt : 20050706 0000898822-05-000711.hdr.sgml : 20050706 20050706142857 ACCESSION NUMBER: 0000898822-05-000711 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050705 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050706 DATE AS OF CHANGE: 20050706 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: 0901 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08483 FILM NUMBER: 05940118 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 8-K 1 u76.txt 8-K, FILED JULY 6, 2005 ================================================================================ 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): July 5, 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 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT'S EMPLOYEE BENEFIT PLANS On July 5, 2005, Unocal Corporation (the "Company") sent a notice to its directors and executive officers informing them of a temporary suspension of transactions by directors and executive officers involving Company equity securities as well as a blackout period that will be imposed on all transactions involving the Company common stock fund under the Company's 401(k) plans (the "401(k) Plan"). The notice stated that the blackout period for the 401(k) Plan is expected to begin at 1:00 p.m. EST on August 3, 2005 and end on the date that is approximately two weeks after the closing date of the merger of the Company with and into a wholly owned subsidiary of Chevron Corporation, which is currently expected to occur within the first two weeks of August, 2005. A copy of the notice dated July 5, 2005, which was provided to the Company's directors and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 5.04. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Notice of Blackout Period to Directors and Executive Officers of Unocal Corporation, dated July 5, 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: July 5, 2005 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.1 Notice of Blackout Period to Directors and Executive Officers of Unocal Corporation, dated July 5, 2005 EX-99 2 jul5991.txt EXHIBIT 99.1, DATED JULY 5, 2005 EXHIBIT 99.1 IMPORTANT NOTICE CONCERNING LIMITATIONS ON YOUR TRADING IN UNOCAL CORPORATION STOCK DURING 401(k) BLACKOUT PERIOD ----------------------------------------------------------------- July 5, 2005 To: Directors and Executive Officers of Unocal Corporation From: Bryan J. Pechersky, Corporate Secretary and Deputy General Counsel 1. Please be advised that a "blackout period" will be imposed on transactions involving the Unocal Corporation (the "Company") common stock fund (the "Company stock fund") under the Company's 401(k) plans (the "401(k) Plan"). This blackout period, described in more detail below, is necessary for the 401(k) Plan trustees to process and implement participants' instructions with respect to the election of consideration in the merger contemplated by the Agreement and Plan of Merger, dated as of April 4, 2005, by and among Chevron Corporation ("Parent"), the Company and a wholly-owned subsidiary of the Parent (the "Merger"). UNDER THE SARBANES-OXLEY LAW ENACTED IN 2002, THE DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY WILL GENERALLY BE PROHIBITED FROM ENGAGING IN TRANSACTIONS INVOLVING THE COMPANY EQUITY SECURITIES (INCLUDING OPTIONS AND OTHER DERIVATIVES BASED ON COMPANY STOCK) DURING THIS BLACKOUT PERIOD IN ADDITION TO OTHERWISE COMPLYING WITH THE COMPANY'S INSIDER TRADING POLICY. Dispositions of equity securities of the Company in connection with the Merger, including your election of merger consideration, are exempt under Sarbanes-Oxley from the blackout period trading restrictions. 2. As a result of the need to process participant election instructions about the Merger, during the blackout period, participants in the 401(k) Plan will be temporarily unable to (1) make exchanges into or out of the Company stock fund under the 401(k) Plan, (2) take distributions of money invested in the Company stock fund under the 401(k) Plan, and (3) take loans of money invested in the Company common stock fund under the 401(k) Plan. 3. The blackout period for the 401(k) Plan is expected to begin at 1:00 P.M. EASTERN STANDARD TIME ON AUGUST 3, 2005 and end on the date that is up to APPROXIMATELY TWO WEEKS AFTER THE CLOSING DATE OF THE MERGER, WHICH IS EXPECTED TO BE WITHIN THE FIRST TWO WEEKS OF AUGUST 2005. The blackout period will also be lifted promptly if the Merger is not completed. We will notify you of any changes that affect the dates of the blackout period. In addition, you can confirm the status of the blackout period by speaking with Bryan J. Pechersky, 310-726-7753, bpechersky@unocal.com. 4. Generally, during the blackout period, you are prohibited from directly or indirectly, purchasing, selling or otherwise transferring any equity security of the Company that you acquired in connection with your service as a director or an executive officer. "Equity securities" are defined broadly to include options and other derivatives. Covered transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest. As indicated above, however, dispositions of equity securities of the Company in connection with the Merger are excluded from the trading restrictions. 5. The prohibition covers securities acquired "in connection with service as a director or employment as an executive officer." This includes, among other things, securities acquired under a compensatory plan or contract (such as under a stock option, or a restricted stock grant), as a direct or indirect inducement to employment or joining the Board of Directors, in transactions between the individual and the Company, and as director qualifying shares. Securities acquired outside of an individual's service as a director or executive officer (such as shares acquired when the person was an employee but not yet an executive officer) are not covered. However, if you hold both covered shares and non-covered shares, any shares that you sell will be presumed to come first from the covered shares unless you can identify the source of the sold shares and show that you use the same identification for all related purposes (such as tax reporting and disclosure requirements). 6. The following are examples of transactions that you may not engage in during the blackout period: >> Exercising stock options granted to you in connection with your service as a director or executive officer >> Selling Company stock that you acquired by exercising options >> Selling Company stock that you originally received as a restricted stock grant 7. There are certain exemptions, including: >> Purchases or sales under 10b5-1(c) trading plans (so long as you do not make or modify your election during the blackout period or at a time when you are aware of the actual or approximate dates of the blackout) >> Bona fide gifts, bequests and transfers pursuant to domestic relations orders >> Acquisitions and dispositions of equity securities in connection with a merger, acquisition, divestiture, or similar transaction 8. If you engage in a transaction that violates these rules, you can be required to disgorge your profits from the transaction, and you are subject to civil and criminal penalties. THE RULES SUMMARIZED ABOVE ARE COMPLEX, AND THE CRIMINAL AND CIVIL PENALTIES THAT COULD BE IMPOSED UPON DIRECTORS AND EXECUTIVE OFFICERS WHO VIOLATE THEM COULD BE SEVERE. WE THEREFORE REQUEST THAT YOU CONTACT BRYAN J. PECHERSKY, 310-726-7753, BPECHERSKY@UNOCAL.COM BEFORE ENGAGING IN ANY TRANSACTION INVOLVING THE COMPANY STOCK OR DERIVATIVES BASED ON THE COMPANY STOCK DURING THE BLACKOUT PERIOD, OR IF YOU BELIEVE THAT ANY SUCH TRANSACTION IN WHICH YOU HAVE A PECUNIARY INTEREST MAY OCCUR DURING THE BLACKOUT PERIOD. -2- -----END PRIVACY-ENHANCED MESSAGE-----