-----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, PriaGrGVNX9gLrnqkUoWKZJKHRY3UfTw3iyEVj8wWmJF9a09XQfBohmqji0GQKoc Vqgy1XrkHA34m2O3onBXIw== 0000898822-05-000799.txt : 20050720 0000898822-05-000799.hdr.sgml : 20050720 20050720172409 ACCESSION NUMBER: 0000898822-05-000799 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050719 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050720 DATE AS OF CHANGE: 20050720 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: 05964501 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 july8k.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): July 19, 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 |X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On July 19, 2005, Unocal Corporation, a Delaware corporation ("Unocal"), Chevron Corporation, a Delaware corporation ("Chevron"), and Blue Merger Sub Inc., a Delaware corporation and direct wholly-owned subsidiary of Chevron ("Merger Sub") entered into an Amendment No. 1 to the Agreement and Plan of Merger ("Amendment No. 1"), which amends certain provisions of the Agreement and Plan of Merger, dated as of April 4, 2005, among Unocal, Chevron and Merger Sub to provide for an increase in the consideration to be received by Unocal stockholders. Pursuant to Amendment No. 1, Unocal stockholders may elect to receive, for each share of Unocal stock, either $69 in cash, 1.03 shares of Chevron stock, or a combination of $27.60 in cash and 0.618 of a share of Chevron common stock, with the all-cash and all-stock elections subject to proration. A copy of the joint press release of Unocal and Chevron announcing the execution of Amendment No. 1 is filed as Exhibit 99.1 hereto and incorporated by reference herein. ITEM 8.01 OTHER EVENTS The disclosure set forth under Item 1.01 above is incorporated by reference herein. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description - ---------- ----------- 99.1 Press Release, dated July 19, 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 20, 2005 EXHIBIT INDEX Exhibit No. Description - ---------- ----------- 99.1 Press Release, dated July 19, 2005 EX-99 2 pressreljuly.txt EXHIBIT 99.1 Chevron [LOGO] POLICY, GOVERNMENT AND PUBLIC AFFAIRS Chevron Corporation UNOCAL76 P.O. Box 6078 [LOGO] San Ramon, CA 94583-0778 www.chevron.com NEWS RELEASE FOR IMMEDIATE RELEASE UNOCAL ACCEPTS INCREASED OFFER FROM CHEVRON SAN RAMON AND EL SEGUNDO, CALIF., JULY 19, 2005 - Chevron Corporation (NYSE: CVX) and Unocal Corporation (NYSE: UCL) today jointly announced an amended merger agreement, which provides for an increase in the consideration to be received by Unocal stockholders. The revised transaction is structured as 40 percent cash and 60 percent stock, providing an overall value of $63.01 per share of Unocal common stock based on the closing price of Chevron stock on July 19, 2005. Unocal stockholders may elect to receive, for each share of Unocal stock, either $69 in cash, 1.03 shares of Chevron stock, or a combination of $27.60 in cash and 0.618 of a share of Chevron common stock, with the all-cash and all-stock elections subject to proration. In the aggregate, Chevron will issue approximately 168 million shares of Chevron stock and pay approximately $7.5 billion in cash. The Unocal board of directors recommends that Unocal stockholders vote in favor of adopting the Chevron merger agreement, as amended, at the special meeting of stockholders scheduled for Aug. 10, 2005. * * * * * ADDITIONAL INFORMATION FOR INVESTORS CHEVRON HAS FILED A FORM S-4, UNOCAL HAS FILED A PROXY STATEMENT AND BOTH COMPANIES HAVE FILED AND WILL FILE OTHER RELEVANT DOCUMENTS CONCERNING THE PROPOSED MERGER TRANSACTION WITH CHEVRON WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC). INVESTORS ARE URGED TO READ THE FORM S-4, PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION. YOU MAY OBTAIN THE DOCUMENTS FREE OF CHARGE AT THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. IN ADDITION, YOU MAY OBTAIN DOCUMENTS FILED WITH THE SEC BY CHEVRON FREE OF CHARGE BY CONTACTING CHEVRON COMPTROLLER'S DEPARTMENT, 6001 BOLLINGER CANYON ROAD - A3201, SAN RAMON, CA 94583-2324. YOU MAY OBTAIN DOCUMENTS FILED WITH THE SEC BY UNOCAL FREE OF CHARGE BY CONTACTING UNOCAL STOCKHOLDER SERVICES AT (800) 252-2233, 2141 ROSECRANS AVENUE, SUITE 4000, EL SEGUNDO, CA 90245. -MORE- CHEVRON, UNOCAL, AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM UNOCAL'S STOCKHOLDERS IN CONNECTION WITH THE PROPOSED CHEVRON MERGER. INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF CHEVRON AND THEIR OWNERSHIP OF CHEVRON STOCK IS SET FORTH IN THE PROXY STATEMENT FOR CHEVRON'S 2005 ANNUAL MEETING OF STOCKHOLDERS. INFORMATION ABOUT THE DIRECTORS AND EXECUTIVE OFFICERS OF UNOCAL AND THEIR OWNERSHIP OF UNOCAL STOCK IS SET FORTH IN THE PROXY STATEMENT FOR UNOCAL'S 2005 ANNUAL MEETING OF STOCKHOLDERS. INVESTORS MAY OBTAIN ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH PARTICIPANTS BY READING THE FORM S-4 AND PROXY STATEMENT FOR THE MERGER. INVESTORS SHOULD READ THE FORM S-4 AND PROXY STATEMENT CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS. CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS ABOUT MATTERS SUCH AS THE PROPOSED MERGER TRANSACTION WITH CHEVRON. ALTHOUGH THESE STATEMENTS ARE BASED UPON UNOCAL'S CURRENT EXPECTATIONS AND BELIEFS, THEY ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS AND OUTCOMES TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN, OR IMPLIED BY, THE FORWARD-LOOKING STATEMENTS, INCLUDING UNCERTAINTIES AS A RESULT OF THE CNOOC PROPOSAL, INTERNATIONAL AND DOMESTIC POLITICAL AND ECONOMIC FACTORS, VOLATILITY IN COMMODITY PRICES, AND OTHER FACTORS DISCUSSED IN UNOCAL'S 2004 ANNUAL REPORT ON FORM 10-K AND SUBSEQUENT REPORTS FILED OR FURNISHED BY UNOCAL WITH THE SEC. COPIES OF UNOCAL'S SEC FILINGS ARE AVAILABLE FROM UNOCAL BY CALLING 800-252-2233 OR FROM THE SEC BY CALLING 800-SEC-0330. THE REPORTS ARE ALSO AVAILABLE ON THE UNOCAL WEB SITE, WWW.UNOCAL.COM. UNOCAL UNDERTAKES NO OBLIGATION TO UPDATE THE FORWARD-LOOKING STATEMENTS IN THIS NEWS RELEASE TO REFLECT FUTURE EVENTS OR CIRCUMSTANCES. ALL SUCH STATEMENTS ARE EXPRESSLY QUALIFIED BY THIS CAUTIONARY STATEMENT, WHICH IS PROVIDED PURSUANT TO THE SAFE HARBOR PROVISIONS OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. # # # Contacts: Donald Campbell, Chevron -- 925-842-2589 Barry Lane, Unocal -- 310-726-7731 Robert Wright, Unocal Investor Relations -- 310-726-7665 -----END PRIVACY-ENHANCED MESSAGE-----