SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) August 20, 2002
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UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8483 95-3825062
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(Commission File Number) (I.R.S. Employer Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
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(Address of Principal Executive Offices) (Zip Code)
(310) 726-7600
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(Registrant's Telephone Number, Including Area Code)
Item 5. Other Events.
The Company issued the following press release on August 20, 2002:
Unocal announces offer to acquire outstanding stock of Pure Resources
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El Segundo, Calif., Aug. 20, 2002 -- Unocal Corporation (NYSE: UCL) today
said its board of directors has approved plans for its subsidiary, Union Oil
Company of California, to make an offer to the stockholders of Pure Resources,
Inc. (NYSE: PRS) to acquire all of the outstanding shares of common stock of
Pure that Unocal does not already own.
Pure stockholders will be offered 0.6527 shares of Unocal common stock, in
an exchange designed to be tax-free, for each outstanding share of Pure's common
stock they own. Unocal would issue approximately 12 million shares to complete
the transaction.
Unocal, through its subsidiary Union Oil of California, currently owns
approximately 65 percent of Pure's common stock. Based on the $34.09 closing
price of Unocal's shares on Aug. 20, 2002, the offer represents a value of
approximately $22.25 per share of Pure common stock and a 27-percent premium to
the closing price of Pure common stock on that date.
Unocal expects to file offering materials with the Securities and Exchange
Commission and to commence its exchange offer on or about Sept. 5, 2002.
Unocal's offer will be subject to the condition that it holds at least 90
percent of the outstanding shares of Pure common stock at the completion of the
exchange offer and other customary conditions.
Following successful completion of the exchange offer, Unocal will effect a
short-form merger of Pure with a subsidiary of Unocal in which Pure shares held
by the remaining public stockholders will be converted into the same
consideration paid in the exchange offer, except for those stockholders who
exercise appraisal rights.
About Unocal Corporation
Unocal is one of the world's leading independent natural gas and crude oil
exploration and production companies. The company's oil and gas activities are
in North America, Asia, Latin America, and the North Sea. Unocal is one of the
world's largest producers of geothermal energy with operations in the
Philippines and Indonesia.
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 2000 through the combination of
Titan Exploration, Inc., and the Permian Basin business unit of Unocal
Corporation.
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Additional information and where to find it
In connection with the proposed transaction, Unocal expects to file an
exchange offer prospectus and related materials with the Securities and Exchange
Commission. These materials will contain important information. Investors and
security holders are advised to carefully review this document and related
materials when they become available.
Investors and security holders may obtain a free copy of the exchange offer
prospectus and other documents filed by Unocal with the commission at the
commission's web site, www.sec.gov. Copies of the exchange offer prospectus, as
well as Unocal's related filings made with the Commission, may also be obtained
from Unocal's Investor Relations Department at 310-726-7667.
Conference call
Unocal will hold a conference call with financial analysts to discuss the
offer. The call will be held on Wednesday, Aug. 21, 2002, at 8 a.m. PDT (11 a.m.
EDT).
To listen to the conference call over the Internet, go to the Investor
Information section of the Unocal web site, www.unocal.com. To dial-in for the
call, the number is 888-810-8159 or 312-470-7113, passcode 9836. Replays of the
conference call, including questions and answers, will be available through
Sept. 20, 2002.
* * * * *
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 and
subsequent reports that have been filed by the companies with the U.S.
Securities and Exchange Commission.
NEWSLINE, produced for employees by PR & Communications, is archived on
SeventySix Online at http://st.unocal.com/76.
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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
(Registrant)
Date: August 22, 2002 By: /s/ JOE D. CECIL
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Joe D. Cecil
Vice President and Comptroller
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