<PAGE>
RULE 424(b)(5)
REGISTRATION STATEMENT NOS. 33-38505
33-38505-01
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 1, 1994
[UNOCAL LOGO]
$200,000,000
UNION OIL COMPANY OF CALIFORNIA
6 3/8% NOTES DUE FEBRUARY 1, 2004
PAYMENT OF PRINCIPAL AND INTEREST GUARANTEED BY
UNOCAL CORPORATION
----------------
Interest on the Notes is payable on February 1 and August 1 of each year,
commencing August 1, 1994. The Notes will not be redeemable prior to maturity.
The Notes will be issued only in registered form in denominations of $1,000 and
integral multiples thereof. See "Description of the Notes."
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
----------------
<TABLE>
<CAPTION>
INITIAL PUBLIC UNDERWRITING PROCEEDS TO
OFFERING PRICE(1) DISCOUNT(2) COMPANY(1) (3)
----------------- ------------ --------------
<S> <C> <C> <C>
Per Note.......................... 99.728% .650% 99.078%
Total............................. $199,456,000 $1,300,000 $198,156,000
</TABLE>
- ----------
(1) Plus accrued interest from February 1, 1994.
(2) The Company and the Guarantor have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933.
(3) Before deducting estimated expenses of $180,000 payable by the Company.
----------------
The Notes are offered severally by the Underwriters, as specified herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that the Notes will be ready for
delivery in New York, New York on or about February 8, 1994.
GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC
----------------
The date of this Prospectus Supplement is February 1, 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY OR OTHER NOTES OR DEBENTURES OF THE COMPANY AT LEVELS ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
DESCRIPTION OF THE NOTES
The 6 3/8% Notes due February 1, 2004 (the "Notes") constitute Senior Debt
Securities described in the accompanying Prospectus and will be issued under
the Senior Indenture referred to in the accompanying Prospectus with The Bank
of New York, as Trustee. The Notes are unconditionally guaranteed by the
Guarantor. Please refer to the accompanying Prospectus for a detailed summary
of additional provisions of the Notes and of the Senior Indenture under which
the Notes will be issued.
The Notes will bear interest from February 1, 1994 at the rate of 6 3/8% per
annum and will mature on February 1, 2004. The Notes will be limited to
$200,000,000 aggregate principal amount and will be issued only in fully
registered form in denominations of $1,000 and integral multiples thereof. The
Notes will not be redeemable prior to maturity and will not be entitled to the
benefit of any sinking fund.
Interest will be payable semi-annually on February 1 and August 1 of each
year, beginning August 1, 1994, to the persons in whose names the Notes (or any
predecessor Notes) are registered at the close of business on the preceding
January 15 and July 15, respectively. Principal of and interest on the Notes
will be payable at the corporate trust office of The Bank of New York, which at
the date of this Prospectus Supplement is located at 101 Barclay Street (21st
Floor), New York, New York 10286; provided, however, that interest may be paid
at the option of the Company by checks mailed to the persons entitled thereto
at their registered addresses.
S-2
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and
each of the Underwriters, for whom Goldman, Sachs & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. Incorporated and Salomon
Brothers Inc are acting as representatives, has severally agreed to purchase,
the principal amount of the Notes set forth opposite its name below:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OF
UNDERWRITER NOTES
----------- ------------
<S> <C>
Goldman, Sachs & Co. ....................................... $ 34,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated.......... 34,000,000
Morgan Stanley & Co. Incorporated........................... 34,000,000
Salomon Brothers Inc ....................................... 34,000,000
CS First Boston Corporation................................. 16,000,000
Lehman Brothers Inc. ....................................... 16,000,000
J.P. Morgan Securities Inc. ................................ 16,000,000
UBS Securities Inc. ........................................ 16,000,000
------------
Total................................................... $200,000,000
============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement, and in part to certain securities dealers at such
price less a concession of .400% of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to
exceed .250% of the principal amount of the Notes to certain brokers and
dealers. After the Notes are released for sale to the public, the offering
price and other selling terms may from time to time be varied by the
representatives.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Notes are a new issue of securities with no established trading market.
The representatives have informed the Company that they intend to make a market
in the Notes, but are not obligated to do so and may discontinue market making
at any time without notice. Therefore, no assurance can be given as to the
liquidity of the trading market in the Notes.
S-3
<PAGE>
[UNOCAL LOGO]
$567,800,000
Union Oil Company of California
Guaranteed Senior and Subordinated Debt Securities
Payment of Principal, Interest and Premium, if any, is Guaranteed by
Unocal Corporation
Warrants to Purchase Guaranteed Senior and Subordinated Debt Securities
Union Oil Company of California (the "Company") intends to issue from time to
time debt securities consisting of unsecured debentures, notes or other
evidences of indebtedness (the "Debt Securities"). At the option of the
Company, the Debt Securities may be issued as Senior Debt Securities ("Senior
Debt Securities") and as Subordinated Debt Securities ("Subordinated Debt
Securities"). Unocal Corporation (the "Guarantor"), the parent company of the
Company, will guarantee the payment of principal, interest and premium, if any,
on the Debt Securities. The Company may also offer and sell from time to time,
warrants to purchase Debt Securities ("Warrants"). The Debt Securities and
Warrants are referred to collectively as the "Securities." No more than an
aggregate of $567,800,000 public offering price of Securities may be sold
pursuant to this Prospectus. The Securities may be sold for United States
dollars, foreign currency or currency units.
The Debt Securities may be issued in one or more series with the same or
various maturities at or above par or with an original issue discount. When
Debt Securities are offered, a supplement to the Prospectus (a "Prospectus
Supplement") will set forth the specific designation, aggregate principal
amount, authorized denominations, purchase price, maturity, rate or rates (or
method of calculation) and time or times of payment of any interest, any
redemption terms, any conversion rights, any listing on a securities exchange,
and other specific terms of the offered Debt Securities. As used in this
Prospectus, Debt Securities include securities denominated in United States
dollars or, at the option of the Company if specified in a Prospectus
Supplement, in any other currency or currency units or in amounts determined by
reference to an index. See "Description of the Debt Securities."
Debt Securities of a series may be issued in registered form, in a form
registered as to principal only, or in bearer form (with or without coupons
attached), or any combination of such forms. In addition, all or a portion of
the Debt Securities may be issued in temporary or definitive global form. Debt
Securities in bearer form are offered only outside the United States to non-
United States persons and to offices located outside the United States of
certain United States financial institutions and other exempt persons. See
"Limitations on the Issuance of Bearer Securities."
When Warrants are offered, a Prospectus Supplement will set forth a
description of the Debt Securities for which each Warrant is exercisable and
the offering price, if any, exercise price, duration and other terms of such
Warrant. Warrants may be sold in units with Debt Securities or in separate
offerings, as specified in a Prospectus Supplement. See "Description of the
Warrants."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The Securities will be sold directly, through agents designated from time to
time or through underwriters or dealers, which may be a group of underwriters.
The Debt Securities may also be exchanged for outstanding indebtedness of the
Company or the Guarantor and resold by the holder pursuant to this Prospectus
in the over-the-counter market, through negotiated transactions or otherwise,
at market prices prevailing at the time of sale or at prices otherwise
negotiated. The terms of any such exchange and the method of resale by the
holder will be set forth in a Prospectus Supplement. If any agents of the
Company or the Guarantor or any dealers or underwriters are involved in the
sale of the Securities, the names of such agents, underwriters or dealers and
any applicable commissions or discounts will be set forth in a Prospectus
Supplement.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF DEBT SECURITIES UNLESS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
THE DATE OF THIS PROSPECTUS IS FEBRUARY 1, 1994.
<PAGE>
AVAILABLE INFORMATION
The Guarantor and the Company are subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Guarantor and the Company may be
inspected and copied, at prescribed rates, at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the following Regional Offices of the
Commission: Seven World Trade Center, 13th Floor, New York, New York 10048; and
CitiCorp Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60661-
2511. Copies of such material may also be obtained by mail from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, at prescribed rates. In addition, such
reports, proxy statements and other information concerning the Guarantor and
the Company may be inspected and copied at the offices of the New York Stock
Exchange, 20 Broad Street, 17th Floor, New York, New York 10005, the Chicago
Stock Exchange, 440 South LaSalle Street, Suite 518, Chicago, Illinois 60605-
1070, and the Pacific Stock Exchange, 115 Sansome Street, 3rd Floor, San
Francisco, California 94104.
The Guarantor and the Company have filed with the Commission a registration
statement on Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933. This Prospectus and
the accompanying Prospectus Supplement do not contain all of the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement, which may be
examined without charge at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies thereof
may be obtained from the Commission upon payment of the prescribed fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K for the fiscal year ended December 31, 1992,
of the Guarantor and the Company, the Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1993, June 30, 1993 and September 30, 1993,
of the Guarantor and the Company, and the Current Reports on Form 8-K dated
January 25, 1993, February 17, 1993, April 26, 1993, July 27, 1993, October 12,
1993, October 25, 1993, December 8, 1993, January 12, 1994 and January 31,
1994, of the Guarantor, and dated December 8, 1993 of the Company, filed with
the Commission are incorporated into this Prospectus by reference. All
documents filed by the Guarantor and the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Securities shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the dates of filing of such documents; provided however, that the
Reports of the Compensation Committee and the Performance Graphs included in
the Guarantor's March 17, 1993 Proxy Statement and in Proxy Statements of the
Guarantor filed subsequent to the date of this Prospectus shall not be deemed
to be incorporated by reference into this Prospectus, notwithstanding the
incorporation by reference above of such Proxy Statements and of Annual Reports
on Form 10-K of the Guarantor, in which such Proxy Statements are filed as
exhibits. Any statement contained herein or in a document all or a portion of
which is incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Guarantor and the Company will provide without charge to each person to
whom a copy of this Prospectus is delivered, upon the written or oral request
of any such person, a copy of any or all of the documents incorporated herein
by reference (not including the exhibits to such documents, unless such
exhibits are specifically incorporated by reference in such documents).
Requests for such copies should be directed to: Unocal Corporation, 1201 West
Fifth Street, Los Angeles, California 90017, Attention: Corporate Secretary,
telephone (213) 977-7600.
2
<PAGE>
THE COMPANY AND THE GUARANTOR
The Company is principally engaged in the exploration for, and the
production, transportation and sale of, crude oil and natural gas in the United
States and foreign countries; and the manufacture, purchase, transportation and
marketing of petroleum and chemical products. The Company is also engaged in
the exploration for, and the production and marketing of, geothermal resources.
Other operations include the production and marketing of specialty minerals and
real estate sales. In addition, the Company conducts extensive research
programs in support of these endeavors.
The Company was incorporated in California in 1890 and in 1983 became a
wholly owned operating subsidiary of the Guarantor. As of December 31, 1993,
the net assets of the Company represented 99.6% of the net assets of the
Guarantor, based on book value. The Company is a California corporation and the
Guarantor is a Delaware corporation, each with its principal executive office
at 1201 West Fifth Street, Los Angeles, California 90017, telephone (213) 977-
7600.
USE OF PROCEEDS
Proceeds to be received by the Company from the sale of the Debt Securities
and Warrants offered hereby will be used by the Company and its affiliates for
general corporate purposes, including the reduction, which may be temporary, of
outstanding commercial paper and other short-term debt.
HISTORICAL CONDENSED CONSOLIDATED
SELECTED FINANCIAL INFORMATION
The following historical condensed consolidated financial information of the
Guarantor and its consolidated subsidiaries, including the Company, for the
five years ended December 31, 1993, is qualified in its entirety by the
detailed financial information included in the documents incorporated by
reference in this Prospectus. See "Incorporation of Certain Documents by
Reference."
SELECTED FINANCIAL INFORMATION OF THE GUARANTOR
MILLIONS OF DOLLARS (EXCEPT PER SHARE AMOUNTS AND RATIOS)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1993 1992 1991 1990 1989
----------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues......................... $8,344 $10,061 $10,895 $11,808 $11,353
Earnings from continuing
operations(1)................... 343 196 73 401 358
Per common share............... 1.27 .75 .31 1.71 1.53
Net earnings..................... 213 220 73 401 260
Per common share............... .73 .85 .31 1.71 1.11
BALANCE SHEET DATA
Total assets..................... $9,254 $ 9,452 $ 9,918 $ 9,762 $ 9,257
Long-term debt................... 3,455 3,530 4,543 4,025 3,853
Stockholders' equity............. 3,129 3,131 2,464 2,550 2,300
RATIOS (UNAUDITED)
Ratio of Earnings to Fixed
Charges(2)
Guarantor...................... 2.5 1.7 1.4 2.0 2.1
Company........................ 2.5 1.7 1.4 2.2 2.1
</TABLE>
- --------
(1) Earnings from continuing operations are before a loss from discontinued
operations of $98 million ($.42 per common share) in 1989 and the
cumulative effect of changes in accounting principles, which consisted of a
charge of $130 million ($.54 per common share) in 1993 and a credit of $24
million ($.10 per common share) in 1992.
(2) For purposes of this ratio, earnings consist of earnings from continuing
operations (before discontinued operations and cumulative effect of changes
in accounting principles) before fixed charges and taxes on income. Fixed
charges consist of interest on indebtedness and capital lease obligations,
amortization of debt discount, debt premium, and issuance expense and that
portion of operating lease rental expense which is representative of the
interest factor (assumed to be one-third).
3
<PAGE>
DESCRIPTION OF THE DEBT SECURITIES
Described below are certain general terms and provisions of the Debt
Securities to which a Prospectus Supplement may relate or for which Warrants
may be exercisable. The particular terms of the Debt Securities and the extent,
if any, to which such general provisions may apply to a particular series of
Debt Securities (the "Offered Debt Securities") will be described in the
Prospectus Supplement relating to such Offered Debt Securities.
The Senior Debt Securities will be issued under an Indenture, dated as of
January 30, 1991 (the "Senior Indenture"), among the Company, the Guarantor and
The Bank of New York, as trustee (the "Senior Trustee"). The Subordinated Debt
Securities will be issued under a proposed indenture (the "Subordinated
Indenture") among the Company, the Guarantor and a trustee to be named in any
Prospectus Supplement relating to Subordinated Debt Securities (the
"Subordinated Trustee"). The Senior Indenture and the Subordinated Indenture
are referred to collectively as the "Indentures" and individually as an
"Indenture." The Senior Indenture incorporates and the Subordinated Indenture
will incorporate the Company's Standard Multiple-Series Indenture Provisions,
January 1991 (the "Standard Provisions"), which are filed as an exhibit to the
Registration Statement. Neither of the Indentures will limit the amount of Debt
Securities which may be issued thereunder (Section 2.01). Each of the
Indentures will provide that Debt Securities of any series may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by the Company. Although each of the Indentures provides for the
issuance by the Company of debt securities that are convertible into shares of
common stock of the Guarantor, no such convertible securities will be offered
or sold pursuant to this Prospectus.
At the date of this Prospectus, the Company has authorized the issuance of up
to $1,620,000,000 aggregate principal amount of the Securities, of which the
Company has issued under the Senior Indenture, and there remain outstanding,
$1,052,200,000 aggregate principal amount of Senior Debt Securities, consisting
of $200,000,000 of 8 3/4% Notes due August 15, 2001, $250,000,000 of 9 1/4%
Debentures due February 1, 2003, $200,000,000 of 9 1/8% Debentures due February
15, 2006, and $402,200,000 of Medium-Term Notes, Series B.
The following summaries of certain provisions of the Debt Securities and the
Indentures do not purport to be complete and are subject to, and qualified in
their entirety by reference to, all provisions of the Indentures, including the
definitions of certain terms used therein. Wherever particular sections of the
Indentures or terms that are defined in the Indentures are referred to herein
or in a Prospectus Summary, it is intended that such sections or terms will be
incorporated by reference as a part of the statements made herein or therein,
and the statements are qualified in their entirety by such reference. Unless
otherwise indicated, references in this Prospectus to particular sections of
the Indentures are to the Standard Provisions. Unless otherwise indicated, when
used in this Prospectus the term "principal" will mean principal of and any
premium on the Debt Securities.
GENERAL
The Debt Securities will be direct, unsecured obligations of the Company and
will be guaranteed by the Guarantor. The Senior Debt Securities and the related
Guarantees will rank on a parity with all other unsecured and unsubordinated
indebtedness of the Company and the Guarantor, respectively, and will have a
right of payment prior to any Subordinated Debt Securities, in the case of
Senior Debt Securities, and prior to the Guarantee of Subordinated Debt
Securities, in the case of the Guarantee of the Senior Debt Securities. The
indebtedness represented by the Subordinated Debt Securities and the Guarantee
of the Subordinated Debt Securities will be subordinated in right of payment to
the prior payment in full of the Senior Debt of the Company and the Guarantor,
respectively, as described below under "Subordination." The Debt Securities may
be issued in one or more series with the same or various maturities at or above
par or with an original issue discount. Offered Debt Securities bearing no
interest or interest at a rate which at the time of issuance is below market
rates ("Original Issue Discount Securities") will be sold at a discount (which
may
4
<PAGE>
be substantial) below their stated principal amount. In the event of redemption
or acceleration of the maturity of an Original Issue Discount Security, the
amount payable to the holder of such Security upon such redemption or
acceleration will be determined in accordance with the terms of the Security,
but will be an amount less than the amount payable at the Stated Maturity of
such Security.
Reference is made to the Prospectus Supplement relating to the Offered Debt
Securities for the following terms thereof:
(1) the title of the Offered Debt Securities;
(2) any limit upon the aggregate principal amount of the Offered Debt
Securities;
(3) the percentage of their principal amount for which the Offered Debt
Securities will be issued;
(4) the date or dates on which the principal of the Offered Debt
Securities will be payable;
(5) the rate or rates (which may be fixed or variable) at which the
Offered Debt Securities will bear interest, if any, or the method by which
such rate or rates will be determined;
(6) the date or dates from which any such interest will accrue or the
method by which such date or dates will be determined;
(7) the date on which payment of any such interest will be payable and
the record dates for such interest payment dates;
(8) the place or places where the principal of and any interest on the
Offered Debt Securities (and Coupons, if any) will be payable and the
offices or agencies of the Company maintained for such purposes and each
office or agency where the Offered Debt Securities may be presented for
registration of transfer or exchange;
(9) the period or periods within which, the price or prices at which, and
the terms and conditions upon which, the Offered Debt Securities may be
redeemed in whole or in part, at the option of the Company;
(10) the obligation of the Company, if any, to redeem, repay or purchase,
the Offered Debt Securities pursuant to any sinking fund or analogous
provision or at the option of a holder of an Offered Debt Security and the
period or periods within which, the price or prices at which, and the terms
and conditions upon which, the Offered Debt Securities will be redeemed,
repaid or purchased, in whole or in part, pursuant to such obligation;
(11) any additional restrictive covenants included for the benefit of
holders of the Offered Debt Securities;
(12) any additional Events of Default with respect to the Offered Debt
Securities;
(13) the principal amount of the Offered Debt Securities that are
Original Issue Discount Securities payable upon declaration of acceleration
of the maturity of the Offered Debt Securities;
(14) the currency or currency unit for which the Offered Debt Securities
may be purchased, the currency or currency unit in which the payment of
principal or interest on such Offered Debt Securities will be payable, the
right of the Company or the holder to elect a currency different from that
in which the Offered Debt Securities are denominated for payments of
principal or interest, and the Exchange Rate Agent, if any;
(15) any index used to determine the amount of payments of principal of
and interest on the Offered Debt Securities;
(16) whether the Offered Debt Securities will be issued in registered
form, in a form registered only as to principal, or in bearer form, or any
combination thereof;
5
<PAGE>
(17) whether any of the Offered Debt Securities will be issuable
initially as a temporary Global Security (as defined in "Form, Exchange,
Registration and Transfer") and whether any of the Offered Debt Securities
are to be issuable as a permanent Global Security, or any combination
thereof and, if so, the Depositary (as defined in "Global Securities") or
Depositaries therefor;
(18) if a temporary Global Security is to be issued with respect to such
series, the requirements for certification of ownership by non-United
States persons that will apply prior to (a) the issuance of a definitive
Bearer Security (as defined in "Form, Exchange, Registration and Transfer")
or (b) the payment of interest on an Interest Payment Date that occurs
before the issuance of a definitive Bearer Security;
(19) the circumstances under which Offered Debt Securities may be
exchanged for Debt Securities issued in a different form;
(20) any paying agents, transfer agents, registrars or other agents with
respect to the Offered Debt Securities;
(21) whether and under what circumstances the Company will pay additional
amounts to any holder of Offered Debt Securities who is not a United States
person (as defined under "Limitations on the Issuance of Bearer
Securities") in respect of any tax, assessment or governmental charge
required to be withheld or deducted and, if so, whether the Company will
have the option to redeem rather than pay any additional amounts;
(22) whether any of the provisions described in "Certain Covenants of the
Guarantor", "Events of Default", "Subordination", "Form, Exchange,
Registration and Transfer", and "Defeasance" will not apply to the Offered
Debt Securities;
(23) any other terms of the Offered Debt Securities not inconsistent with
the applicable Indenture; and
(24) a discussion of certain federal income tax considerations, if
required.
INTEREST AND FOREIGN CURRENCY
Principal and interest will be payable, and the Offered Debt Securities will
be transferable, in the manner described in the Prospectus Supplement relating
to such Offered Debt Securities.
If any of the Debt Securities are sold for any foreign currency or currency
unit or if principal of or any interest on any of the Debt Securities is
payable in any foreign currency or currency unit, the restrictions, elections,
tax consequences, specific terms and other information with respect to such
issue of Offered Debt Securities and such foreign currency or currency unit
will be specified in a Prospectus Supplement.
GUARANTEE
Under the terms of the Indentures and subject to the provisions thereof, the
Guarantor will unconditionally guarantee to the holders from time to time of
the Debt Securities: (i) the full and prompt payment of the principal of any
Debt Securities and Coupons, if any, when and as the same become payable,
whether at the Stated Maturity thereof, by acceleration, call for redemption or
otherwise, and (ii) the full and prompt payment of any interest on any Debt
Securities and Coupons, if any, when and as the same becomes payable. The
Guarantee will remain in effect until the entire principal of and interest on
the Debt Securities has been paid in full or otherwise discharged in accordance
with the provisions of the Indentures (Section 5.01). In the event of a default
in the payment of principal of any Debt Security when and as the same becomes
payable, whether at the Stated Maturity thereof, by acceleration, call for
redemption or otherwise, or in the event of a default in any sinking fund
payment, or in the event of a default in the payment of any interest on any
Debt Security when and as the same becomes payable, the Trustee has the right
to proceed directly against the Guarantor without first proceeding against the
Company or exhausting any other
6
<PAGE>
remedies which the Trustee may have (Section 5.02). Any right of payment of the
holders of Senior Debt Securities under the related Guarantee will be prior to
the right of payment of the holders of Subordinated Debt Securities under the
related Guarantee.
CERTAIN COVENANTS OF THE GUARANTOR
Limitations on Liens. The Senior Indenture provides that neither the
Guarantor nor any Restricted Subsidiary will issue, assume or guarantee any
indebtedness for money borrowed ("Debt") that is secured by a Mortgage upon (i)
any domestic oil or gas property of the Guarantor or a Restricted Subsidiary,
(ii) any principal domestic refining or manufacturing plant of the Guarantor or
a Restricted Subsidiary, or (iii) shares of stock or indebtedness of any
Restricted Subsidiary, unless the Senior Debt Securities will be secured
equally and ratably with or prior to such Debt. This covenant will not apply to
(a) Mortgages on property or securities of a corporation when it becomes a
Restricted Subsidiary, (b) purchase money Mortgages, (c) Mortgages existing at
the time of acquisition of property pursuant to a merger, consolidation or
purchase of substantially all the assets of the Seller, (d) any Mortgage
securing Debt owing by a Restricted Subsidiary to the Guarantor or to another
Restricted Subsidiary, (e) Mortgages on particular property incurred in
connection with the exploration, drilling, development, repair, alteration or
improvement of such property, (f) Mortgages on current assets or other personal
property to secure Debt maturing in not more than one year, or (g) extensions,
renewals or replacements of Mortgages referred to in (a) through (e).
Notwithstanding the foregoing, the Guarantor or one or more Restricted
Subsidiaries may issue, assume or guarantee Debt secured by a Mortgage which
would otherwise be subject to the foregoing restrictions if the aggregate
amount of such Debt, together with the aggregate principal amount of all other
such Debt of the Guarantor and its Restricted Subsidiaries then outstanding,
does not at such time exceed 20% of the Consolidated Net Assets of the
Guarantor (Senior Indenture Section 5.04).
The following types of transactions, among others, will not be deemed to
create Debt secured by a Mortgage: (a) the sale or transfer of oil, oil shale,
gas or other minerals in place for a period of time until, or in an amount such
that, the transferee will realize therefrom a specified amount of money
(however determined) or a specified amount of such minerals or the sale or
transfer of any other interest in property of the character commonly referred
to as a "production payment" and (b) the placing of any Mortgage in favor of
domestic or foreign governmental bodies or agencies to secure payment, or the
performance of any other obligations, pursuant to any contract or statute or to
secure any indebtedness incurred for the purpose of financing or refinancing
all or a part of the purchase price or the cost of construction of the property
subject to such Mortgage (Senior Indenture Section 5.04).
The term "Mortgage" is defined as any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance (Senior Indenture Section 1.01).
The term "oil or gas property" is defined as any interest owned by the
Guarantor or a Restricted Subsidiary in land which in the opinion of the
Guarantor's Board of Directors is capable of producing crude oil, natural gas
or other hydrocarbons in paying quantities and any interest in such substances
produced or to be produced (or the proceeds thereof) from said lands, but not
including exploration or production facilities or other improvements on said
lands (Senior Indenture Section 5.04).
The term "Consolidated Net Assets" is defined as the total amount of assets
(less applicable reserves and other properly deductible items) of the Guarantor
and its consolidated Subsidiaries after deducting therefrom all liabilities and
liability items except Long-Term Debt, stockholders' equity and deferred income
taxes, which under generally accepted accounting principles would be included
on such consolidated balance sheet (Senior Indenture Section 1.01).
The term "Restricted Subsidiary" is defined as the Company and any other
"Subsidiary" (i) substantially all of the assets and operations of which are
located within any one or more of the States of the United States and (ii)
which has assets in excess of 2% of the total consolidated assets of the
Guarantor and its consolidated
7
<PAGE>
Subsidiaries. The term "Subsidiary" is defined as any corporation, association,
or other business entity of which the Guarantor, either directly or indirectly,
has either (i) the voting power to elect a majority of the directors of such
corporation or (ii) other ownership interest representing more than 50%
ownership of such entity (Senior Indenture Section 1.01).
Limitations on Sale and Leaseback. The Guarantor will not, nor will it
permit any Restricted Subsidiary to, enter into any sale and leaseback
arrangement (where the lease runs for a term of more than five years) involving
any domestic real property, unless (i) the Guarantor or such Restricted
Subsidiary is not restricted by the above provisions from incurring Debt
secured by a Mortgage on such property or (ii) the Guarantor will apply within
90 days an amount equal to the greater of (a) the fair value (as determined by
the Board of Directors of the Guarantor) of such property or (b) the proceeds
of the sale of such property, to the retirement (other than any mandatory
retirement) of Long-Term Debt of the Guarantor or a Restricted Subsidiary
(other than Debt owed by the Guarantor or a Restricted Subsidiary and Debt
subordinated to the Senior Debt Securities) (Senior Indenture Section 5.05).
The foregoing limitations will not apply to any sale and leaseback between the
Guarantor and any of its Restricted Subsidiaries or between any of its
Restricted Subsidiaries.
Restrictions on Merger and Sale of Assets. Neither the Company nor the
Guarantor may consolidate with or merge into any other corporation, or transfer
its properties as an entirety or substantially as an entirety to any person,
unless (i) the person (if other than the Company or the Guarantor) formed by or
resulting from any such consolidation or merger or which has received the
transfer of such property and assets will be a corporation organized under the
laws of the United States or any state or territory thereof or the District of
Columbia and will assume payment of the principal of, and interest on, the Debt
Securities and the performance and observance of the Indentures and (ii)
immediately after the consolidation, merger, sale or conveyance, the surviving
corporation or the corporation to which the sale or conveyance was made will
not be in default under either Indenture (Section 12.01).
EVENTS OF DEFAULT
The Senior Indenture defines and the Subordinated Indenture will define an
Event of Default with respect to any series of Debt Securities as being any one
of the following events: (i) default in the payment of any interest on any Debt
Security of that series when due, continued for 30 days after written notice
has been given by the Trustee to the Company or the Guarantor or by a holder to
the Company and the Trustee, (ii) default in the payment of the principal of a
Debt Security of that series when due, (iii) default in the deposit of any
sinking fund payment when and as due by the terms of a Debt Security of such
series, continued for 30 days after written notice has been given by the
Trustee to the Company or the Guarantor or by a holder to the Company and the
Trustee, (iv) default in any material respect in the performance in any other
of the Company's or the Guarantor's material convenants in the applicable
Indenture (other than a covenant included in such Indenture solely for the
benefit of another series of Debt Securities), continued for 90 days after
written notice has been given by the Trustee to the Company or the Guarantor or
by holders of at least 25% in principal amount of the Outstanding Debt
Securities of such series to the Company and the Trustee, (v) a default
resulting in acceleration of any other indebtedness for borrowed money, in an
aggregate principal amount exceeding $50,000,000, of the Company or the
Guarantor under the terms of the instrument or instruments under which such
indebtedness is issued or secured, unless such acceleration is annulled, or
such indebtedness is discharged, or there is deposited in trust a sum of money
sufficient to discharge such indebtedness, within 20 days after written notice
has been given by the Trustee to the Company and the Guarantor or by holders of
at least 25% in principal amount of the Outstanding Debt Securities of such
series to the Company, the Guarantor and the Trustee, and (vi) certain events
of bankruptcy, insolvency or reorganization (Section 7.01).
No holder of any Debt Security of a series will have any right to institute
any proceeding with respect to the applicable Indenture or for any remedy
thereunder, unless such holder previously has given to the Trustee written
notice of an Event of Default with respect to such series and unless the
holders of at least 25% in aggregate principal amount of the Debt Securities of
that series at the time outstanding have made written
8
<PAGE>
request upon the Trustee, and have offered reasonable security or indemnity,
to institute such proceeding as trustee under such Indenture, and the Trustee
for 60 days shall have failed to institute such proceeding. However, the right
of any holder of any Debt Security to institute suit for enforcement of any
payment of principal of and interest on such Debt Security on or after the due
date expressed in such Debt Security may not be impaired or affected without
such holder's consent (Section 7.04).
The holders of a majority in principal amount of Debt Securities of any
series at the time outstanding may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to Debt
Securities of that series, provided that such holders have offered reasonable
security or indemnity against the costs, expenses and liabilities which might
be incurred by the Trustee in compliance with any such direction and subject
to certain other restrictions (Sections 7.06 and 8.02(d)).
The Guarantor and the Company will be required to furnish to the Trustee
within 120 days after the end of each fiscal year a statement as to their
repective compliance with all conditions and covenants under the Indentures
(Sections 4.06 and 5.07).
MANDATORY PREPAYMENT
The provisions of (i) the $1,400,000,000 Credit and Guarantee Agreement,
dated as of December 12, 1991, among the Company, as borrower, the Guarantor,
as guarantor, and a syndicate of banks, (ii) the $45,000,000 Credit and
Guarantee Agreement, dated April 19, 1993, among Unocal Netherlands B.V.,
as borrower, the Company, the Guarantor and others, as guarantors, and The
Bank of Nova Scotia, as agent, and (iii) the $250,000,000 Credit and Guarantee
Agreement, dated December 15, 1993, among Unocal Thailand Limited--Thailand
Branch, as borrower, the Company and the Guarantor, as guarantors, and a
syndicate of banks, each require the prepayment of all outstanding loans and
all other amounts owing thereunder in the event (a) any person or group
becomes the beneficial owner of more than 30% of the then outstanding voting
stock of the Guarantor otherwise than in a transaction having the approval of
the board of directors of the Guarantor, at least a majority of which are
continuing directors, or (b) continuing directors shall cease to constitute at
least a majority of the board of directors of the Guarantor. The Company or
the Guarantor may include similar or different mandatory prepayment provisions
in other borrowing instruments including, without limitation, Debt Securities
issued in the future. There can be no assurance that the Company or the
Guarantor will have the funds available to prepay such amounts if required to
do so under any of these mandatory prepayment provisions.
SUBORDINATION
The indebtedness represented by the Subordinated Debt Securities and the
Guarantee of Subordinated Debt Securities will be subordinate and junior in
right of payment to the prior payment in full of all Senior Debt of the
Company or the Guarantor, as the case may be, whether outstanding on the date
of the Subordinated Indenture or thereafter incurred. "Senior Debt" is defined
as (i) all indebtedness of the Company or the Guarantor, as the case may be,
for borrowed money, (ii) all indebtedness for borrowed money of others
guaranteed by the Company or the Guarantor and (iii) any obligation of the
Company or the Guarantor under any interest rate or currency swap agreement,
in each case whether outstanding on the date of the Indenture or incurred
thereafter that is not by its terms subordinate and junior in right of payment
to any other indebtedness of the Company or the Guarantor, as the case may be,
and, in the case of the Company, includes all indebtedness at any time
evidenced by Senior Debt Securities (Subordinated Indenture Section 16.09).
In the event (i) of any liquidation, dissolution or other winding up of the
Company or the Guarantor, or of any receivership, insolvency, bankruptcy,
readjustment, reorganization or other similar proceedings relative to the
Company or the Guarantor or its property, all principal of and any interest
due on all Senior Debt will be paid in full, or provided for, before any
principal, sinking fund, if any, or interest payment is made on the
Subordinated Debt Securities, in the case of the Company, or the Guarantee of
Subordinated Debt Securities, in the case of the Guarantor, or (ii) that the
Subordinated Debt Securities are declared due
9
<PAGE>
and payable because of the occurrence of an Event of Default (under
circumstances such that the preceding clause (i) will not be applicable), the
holders of the Subordinated Debt Securities will be entitled to payment only
after all principal of and any interest due on the Senior Debt has been paid or
has been provided for (Subordinated Indenture Section 16.01).
By reason of such subordination, creditors of the Company who are holders of
Senior Debt Securities may recover more, ratably, than holders of Subordinated
Debt Securities.
FORM, EXCHANGE, REGISTRATION AND TRANSFER
The Debt Securities may be issued in fully registered form without coupons,
in a form registered as to principal only with or without bearer coupons
("Registered Securities") or in bearer form with or without coupons ("Bearer
Securities") or any combination thereof. Debt Securities may also be issued, in
whole or in part, in the form of one or more temporary or permanent global
securities (each a "Global Security"). Unless otherwise specified in the
applicable Prospectus Supplement relating to the Offered Debt Securities, the
Debt Securities will be only Registered Securities. The Debt Securities
denominated in United States Dollars will be issued, unless otherwise set forth
in the applicable Prospectus Supplement relating to the Offered Debt
Securities, in denominations of $1,000 for Registered Securities and in
denominations of $5,000 for Bearer Securities, and in any integral multiple of
such denominations (Section 2.02). See, however, "Limitations on the Issuance
of Bearer Securities" below. One or more Global Securities will be issued in a
denomination or aggregate denominations equal to the aggregate principal amount
of Outstanding Debt Securities of the series to be represented by such Global
Security or Securities. The Prospectus Supplement relating to a series of Debt
Securities denominated in a foreign or composite currency will specify the
denomination thereof.
Registered Securities of any series (other than a Global Security, except as
set forth below) will be exchangeable for other Registered Securities of the
same series and of a like aggregate principal amount and tenor of different
authorized denominations. In addition, if Debt Securities of any series are
issuable as both Registered Securities and Bearer Securities, at the written
request of the holder, and subject to the terms of the applicable Indenture,
Bearer Securities (with all unmatured coupons, except as provided below, and
all matured coupons in default) of such series will be exchangeable into
Registered Securities of the same series of any authorized denominations and of
a like aggregate principal amount and tenor. No Bearer Securities will be
delivered in the United States. Bearer Securities with coupons appertaining
thereto surrendered in exchange for Registered Securities between a Regular
Record Date, or, in certain circumstances a Special Record Date, and the
relevant date for payment of interest must be surrendered without the coupon
relating to such date for payment of interest and such interest will not be
payable in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the holder of such coupon when due
in accordance with the terms of the applicable Indenture. Unless otherwise
stated in a Prospectus Supplement, Registered Securities will not be
exchangeable into Bearer Securities. If a holder elects to receive a definitive
Bearer Security, rather than hold an interest in a permanent global Bearer
Security, then, at the option of the Company, such holder must pay to the
Company a service charge and a proportionate share of the cost of printing such
definitive Bearer Security (Section 2.05).
Debt Securities may be presented for exchange as provided above, and
Registered Securities (other than a Global Security) may be presented for
registration of transfer (with the form of transfer endorsed thereon duly
executed), at the office of the Security Registrar or at the office of any
transfer agent designated by the Company for such purpose with respect to any
series of Debt Securities and specified in the applicable Prospectus
Supplement, upon payment of any required service charges and taxes and other
governmental charges. The holders of the Debt Securities will be required to
pay all service charges for the exchange or transfer of any Debt Security,
except the Company shall pay for such service charges (i) for the transfer from
a temporary global Debt Security to any other form of Debt Security, (ii) if
the Debt Securities are listed on a stock exchange that requires the issuer to
pay such charges as a condition to listing or (iii) if the applicable
Prospectus Supplement otherwise specifies. Such transfer or exchange will be
effected once the Security Registrar or such transfer agent, as the case may
be, is satisfied with the document of title and identity of the person making
the request. Bearer Securities will be transferable by delivery.
10
<PAGE>
The Company has appointed the Senior Trustee under the Senior Indenture, and
will appoint the Subordinated Trustee under the Subordinated Indenture, as
Security Registrar (Section 2.05). At the date of this Prospectus, the
Corporate Trust Office of the Senior Trustee is located at 101 Barclay Street,
21W, New York, New York 10286. If the identity or address of the Senior Trustee
changes, the corrected information will appear in the Prospectus Supplement, as
appropriate. The identity and address of the Subordinated Trustee will appear
in the appropriate Prospectus Supplement. If the applicable Prospectus
Supplement specifies any transfer agents in addition to the Security Registrar
with respect to any series of Debt Securities, the Company may at any time
rescind the designation of any such transfer agent or approve a change in the
location through which any such transfer agent acts, except that, if Debt
Securities of a series are issuable only as Registered Securities, the Company
will be required to maintain a transfer agent in each Place of Payment for such
series and, if Debt Securities of a series are issuable as Bearer Securities,
the Company will be required to maintain (in addition to the Security
Registrar) a transfer agent in a Place of Payment for such series located
outside the United States. The Company may at any time designate additional
transfer agents with respect to any series of Debt Securities (Section 4.02).
In the event of any redemption in part, the Company shall not be required to:
(i) issue or register the transfer or exchange of Debt Securities of any series
during a period beginning at the opening of 15 Business Days before any
selection of Debt Securities of that series to be redeemed and ending at the
close of business on (a) the day of mailing of the relevant notice of
redemption, if Debt Securities of the series are issuable only as Registered
Securities, (b) the day of the first publication of the relevant notice of
redemption, if Debt Securities of the series are issuable only as Bearer
Securities, or (c) the day of mailing of the relevant notice of redemption, if
Debt Securities of the series are issuable as Registered Securities and Bearer
Securities and there is no publication; (ii) register the transfer or exchange
of any Registered Security, or portion thereof, called for redemption, except
the unredeemed portion of any Registered Security being redeemed in part; or
(iii) exchange any Bearer Security called for redemption, except to exchange
such Bearer Security for a Registered Security of that series and like tenor
which is simultaneously surrendered for redemption (Section 2.05).
PAYMENT AND PAYING AGENTS
Payment of principal of and any interest on Registered Securities, unless
otherwise specified in the applicable Prospectus Supplement, will be made at
the office of the Paying Agent or Paying Agents as the Company may designate
from time to time, except that at the option of the Company payment of any
interest may be made by check mailed to the address of the person entitled
thereto as such address shall appear in the Security Register (Section 2.11).
Payment of any installment of interest on Registered Securities will be made to
the person in whose name such Registered Security is registered at the close of
business on the Regular Record Date for such interest (Section 2.09), except as
otherwise specified in the applicable Prospectus Supplement.
Payment of principal of and any interest on Bearer Securities will be payable
in United States dollars, unless a different currency is designated in the
Prospectus Supplement, subject to any applicable laws and regulations, at the
offices of such Paying Agents outside the United States as the Company may
designate from time to time. Payment of interest on Bearer Securities with
coupons appertaining thereto on any Interest Payment Date will be made only
against surrender of the coupon relating to such Interest Payment Date, unless
otherwise indicated in the applicable Prospectus Supplement (Sections 2.11 and
4.02). No payment with respect to any Bearer Security will be made at the
Corporate Trust Office of the Trustee or any office or agency of the Company in
the United States or by check mailed to any address in the United States or by
transfer to an account maintained in the United States. Notwithstanding the
foregoing, payments of principal of and any interest on Bearer Securities
denominated and payable in United States Dollars will be made at the office of
the Company's Paying Agent in New York City, if (but only if) payment of the
full amount thereof in United States Dollars at all offices or agencies outside
the United States is illegal or effectively precluded by exchange controls or
other similar restrictions (Section 4.02).
11
<PAGE>
The Company has designated the New York City Corporate Trust Office of the
Senior Trustee and will designate the New York City Corporate Trust Office of
the Subordinated Trustee as the sole Paying Agent for payments with respect to
Offered Debt Securities that are issuable as Registered Securities, and as the
Paying Agent in New York City for payments with respect to Offered Debt
Securities (subject to the limitations described above in the case of Bearer
Securities) that are issuable solely as Bearer Securities or as both
Registered Securities and Bearer Securities. Any Paying Agents outside the
United States and any other Paying Agents in the United States initially
designated by the Company for the Offered Debt Securities will be named in the
applicable Prospectus Supplement. The Company may at any time designate
additional Paying Agents or rescind the designation of any Paying Agent or
approve a change in the office through which any Paying Agent acts. However,
the Company will be required to maintain a Paying Agent in each Place of
Payment for Debt Securities of each series that is issuable solely as
Registered Securities, and the Company will be required to maintain for each
series of Bearer Securities a Paying Agent (i) in New York City for payments
with respect to any Registered Securities of the series (and for payments with
respect to Bearer Securities of the series in the circumstances described
above, but not otherwise), (ii) in a place of payment located outside the
United States where Debt Securities of such series and any coupons
appertaining thereto may be presented and surrendered for payment; and (iii)
each place outside the United States required by any stock exchange on which
Debt Securities of such series are listed (Section 4.02).
All monies paid by the Company to a Paying Agent for the payment of
principal of and any interest on any Debt Securities that remain unclaimed at
the end of two years after such principal or interest has become due and
payable will be repaid to the Company and the holder of such Debt Security or
any coupon appertaining thereto will thereafter look only to the Company or
the Guarantor for payment thereof (Section 13.05).
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the
form of one or more Global Securities that will be deposited with, or on
behalf of, a depositary (the "Depositary") identified in the Prospectus
Supplement relating to such series. Global Securities may be issued in either
registered or bearer form and in either temporary or definitive form. Unless
and until it is exchanged in whole or in part for Debt Securities in
definitive form, a Global Security may not be transferred except as a whole by
the Depositary for such Global Security to a nominee of such Depositary or by
a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor (Sections 2.03 and 2.05).
The specific terms of the depositary arrangement with respect to any Debt
Securities of a series will be described in the Prospectus Supplement relating
to such series. The Company anticipates that the following provisions will
apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security will credit, on its book-entry registration and transfer system, the
respective principal amounts of the Debt Securities represented by such Global
Security to the accounts of institutions that have accounts with such
Depositary ("Participants"). The accounts to be credited shall be designated
by the underwriters of such Debt Securities, by certain agents of the Company
or by the Company, if such Debt Securities are offered and sold directly by
the Company. Ownership of beneficial interests in a Global Security will be
limited to Participants or persons that may hold interests through
Participants. Ownership of beneficial interests in such Global Security will
be shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depositary for such Global Security or by
Participants or by persons that hold through Participants. The laws of some
states require that certain purchasers of securities take physical delivery of
such securities in definitive form. Such ownership limits and such laws may
impair the ability to transfer beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the
owner of such Global Security, such Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the Debt Securities
represented by such Global Security for all purposes under the Indenture
governing such Debt Securities. Except as set forth below, owners of
beneficial interests in a Global Security will not be
12
<PAGE>
entitled to have Debt Securities of the series represented by such Global
Security registered in their names, will not receive or be entitled to receive
physical delivery of Debt Securities of such series in definitive form and will
not be considered the owners or holders thereof under the Indenture governing
such Debt Securities.
Subject to the restrictions discussed under "Limitations on the Issuance of
Bearer Securities" below, principal and interest payments on Debt Securities
registered in the name of or held by a Depositary or its nominee will be made
to the Depositary or its nominee, as the case may be, as the registered owner
or the holder of the Global Security representing such Debt Securities. None of
the Company, the Guarantor, the Trustee for such Debt Securities, any paying
agent or the Security Registrar for such Debt Securities will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in a Global Security
for such Debt Securities or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.
The Company expects that the Depositary for Debt Securities of a series, upon
receipt of any payment of principal or interest in respect of a definitive
Global Security, will immediately credit Participants' accounts with payments
in amounts proportionate to their respective beneficial interests in the
principal amount of such Global Security as shown on the records of such
Depositary. The Company also expects that payments by Participants to owners of
beneficial interests in such Global Security held through such Participants
will be governed by standing instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name", and will be the responsibility of such
participants.
If a Depositary for Debt Securities of a series is at any time unwilling or
unable to continue as Depositary and a successor Depositary is not appointed by
the Company within 90 days, the Company and the Guarantor will issue Debt
Securities of such series in definitive form in exchange for the Global
Security or Securities representing the Debt Securities of such series. In
addition, the Company may at any time and in its sole discretion determine not
to have any Debt Securities of a series represented by one or more Global
Securities and, in such event, will issue Debt Securities of such series in
definitive form in exchange for the Global Security or Securities representing
such Debt Securities. Further, an owner of a beneficial interest in a Global
Security representing Debt Securities of such series may, under certain
circumstances and on terms acceptable to the Company and the Depositary for
such Global Security, receive Debt Securities of such series in definitive
form. In any such instance, an owner of a beneficial interest in a Global
Security will be entitled to physical delivery in definitive form of Debt
Securities of the series represented by such Global Security equal in principal
amount to such beneficial interest and to have such Debt Securities registered
in its name (if the Debt Securities of such series are issuable as Registered
Securities). Unless otherwise specified by the Company, Debt Securities of such
series so issued in definitive form will be issued (a) as Registered Securities
in denominations of $1,000 and integral multiples thereof, if the Debt
Securities of such series are issuable as Registered Securities; (b) as Bearer
Securities in the denominations of $5,000, if the Debt Securities of such
series are issuable as Bearer Securities or (c) as either Registered or Bearer
Securities in such denominations, if the Debt Securities of such series are
issuable in either form (Section 2.05). See, however, "Limitations on the
Issuance of Bearer Securities" below for a description of certain restrictions
on the issuance of a Bearer Security in definitive form in exchange for an
interest in a Global Security.
MEETINGS, MODIFICATION AND WAIVER
Modification of Indentures. The Senior Indenture provides and the
Subordinated Indenture will provide that the Company, the Guarantor and the
Trustee thereunder may, without the consent of any holders of Debt Securities,
enter into supplemental indentures for the purposes, among other things, of
adding to the Company's or the Guarantor's covenants, adding additional Events
of Default, establishing the form or terms of Debt Securities or curing
ambiguities or inconsistencies in such Indenture or making other provisions;
provided such action shall not adversely affect the interests of the holders of
any series of Debt Securities in any material respect (Section 11.01). In
addition, modifications and amendments of each Indenture may be made by the
Company and the Guarantor and the Trustee with the consent of the holders of
not less than a
13
<PAGE>
majority in aggregate principal amount of the Debt Securities then outstanding
of each series affected by such modification or amendment; provided, however,
that no such modification or amendment may, without the consent of the holder
of each Debt Security then outstanding that is affected thereby, (a) change the
Stated Maturity of the principal of, or any installment of principal of or
interest on any Debt Security, (b) reduce the principal amount of or interest
on any Debt Security, (c) change any obligation to pay additional amounts, (d)
reduce the amount of principal of an Original Issue Discount Security payable
upon acceleration of the Maturity thereof, (e) change the Place of Payment or
the currency or currency unit in which any Debt Security or interest thereon is
payable, (f) impair the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security, (g) reduce the percentage in
principal amount of Debt Securities then outstanding of any series, the consent
of whose holders is required for modification or amendment of the applicable
Indenture or for any waiver of compliance with certain provisions of the
Indenture or for waiver of certain defaults, (h) change any obligation of the
Company to maintain an office or agency in the places and for the purposes
required by an Indenture, or (i) modify any of the above provisions. If the
Debt Securities of any series are issuable upon the exercise of Warrants, then
each holder of a Warrant with respect to such series shall be treated as a
holder of such Debt Securities in the amount issuable upon exercise of such
Warrant for purposes of voting under Section 11.02 of the Indenture (Sections
9.04 and 11.02).
Waiver of Default. The holders of a majority in aggregate principal amount
of the Debt Securities then outstanding of each series may, on behalf of the
holders of all the Debt Securities of that series, waive, insofar as that
series is concerned, compliance by the Guarantor with certain restrictive
provisions of the applicable Indenture (Section 5.11). The holders of a
majority in aggregate principal amount of the Debt Securities then outstanding
of each series may, on behalf of all holders of Debt Securities of that series
and any coupons appertaining thereto, waive any past default under the
Indenture with respect to Debt Securities of that series, except a default (a)
in the payment of principal of or any interest on any Debt Security of such
series and (b) in respect of a covenant or provision of the Indenture which
cannot be modified or amended without the consent of the holder of each Debt
Security then outstanding of such series affected (Section 7.06).
Calculating Outstanding Principal. The Senior Indenture provides and the
Supplemental Indenture will provide that in determining whether the holders of
the requisite principal amount of the Debt Securities that are outstanding have
given any request, demand, authorization, direction, notice, consent or waiver
thereunder or are present at a meeting of holders of Debt Securities for quorum
purposes, (i) the principal amount of an Original Issue Discount Security that
will be deemed to be outstanding will be the amount of the principal thereof
that would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof, and (ii) the principal amount of a Debt
Security denominated in a foreign currency or currency unit will be deemed to
be that amount of United States dollars that could be obtained for such
principal amount on the basis of the spot rate of exchange for such foreign
currency or currency unit as determined by the Company or an Exchange Rate
Agent up to ten days before the date of the action by the holders (Section
9.04).
Meetings and Voting. The Senior Indenture contains and the Supplemental
Indenture will contain a provision for convening meetings of the holders of
Debt Securities of a series, including Debt Securities issuable as Bearer
Securities (Section 10.01). A meeting may be called at any time by the Trustee,
and upon request, by the Company, the Guarantor or the holders of at least 25%
in principal amount of the Debt Securities then outstanding of such series, in
any such case upon notice given in accordance with "Notices" below (Sections
10.02 and 10.03). Except as described above under "Modifications of Indentures"
and "Waiver of Default", a resolution presented at a meeting or reconvened
meeting at which a quorum of the holders of Debt Securities then outstanding of
the applicable series is present may be adopted by the affirmative vote of the
lesser of (i) the holders of a majority in principal amount of the Debt
Securities then outstanding of such series, or (ii) the holders of 66 2/3% in
aggregate principal amount of the Debt Securities then outstanding of such
series represented and voting at the meeting; provided, however, that if any
consent, waiver, or other action which the applicable Indenture expressly
provides may be made, given or taken by the holders of a specified percentage,
which is less than a majority of the principal amount of the Debt Securities
then outstanding of a series, such action may be adopted at a meeting or
reconvened meeting at
14
<PAGE>
which a quorum is present by the affirmative vote of the lesser of (a) the
holders of such specified percentage in principal amount of the Debt Securities
then outstanding of that series or (b) a majority in principal amount of Debt
Securities then outstanding of such series represented and voting at the
meeting. Any resolution passed or decision taken at any meeting of holders of
Debt Securities of any series duly held in accordance with the Indenture will
be binding on all holders of Debt Securities of that series and the related
coupons whether or not present or represented at the meeting.
The quorum at a meeting of the holders of a series of Debt Securities will be
persons holding or representing a majority in principal amount of the Debt
Securities then outstanding of a series, unless otherwise specified in a
Prospectus Supplement (Section 10.08).
The record date for purposes of determining the identity of holders entitled
to vote regarding, or consent to, actions by the Trustee and certain waivers
will be the later of (i) thirty (30) days prior to the first solicitation of
such consent or (ii) the date of the most recent list of holders of securities
furnished to the Trustee prior to such solicitation.
NOTICES
Except as otherwise provided in the applicable Indenture, notices to holders
of Bearer Securities will be given by publication at least once in a newspaper
published on a Business Day in New York City and London and in such other city
or cities as may be required with respect to such Bearer Securities and will be
mailed to such persons whose names and addresses were previously filed with the
Trustee under the applicable Indenture, within the time prescribed for the
giving of such notice. Notices to holders of Registered Securities will be
given by mail to the address of such holders as they appear in the Security
Register (Section 1.04).
TITLE
Title to any Bearer Securities (including Bearer Securities in permanent
global bearer form) and any coupons appertaining thereto will pass by delivery.
The Company, the Guarantor, the appropriate Trustee and any agent of the
Company or such Trustee may treat the bearer of any Bearer Securities, the
bearer of any coupon and the registered owner of any Registered Security as the
absolute owner thereof (whether or not such Debt Security or coupon is overdue
and notwithstanding any notice to the contrary) for the purpose of making
payment and for all the other purposes (Section 2.07).
DEFEASANCE
Unless otherwise indicated in the Prospectus Supplement, the obligations of
the Company and the Guarantor with respect to the payment of the principal of
and interest on the Offered Debt Securities and their respective obligations
under Sections 5.01, 5.02, 5.03, 5.04, 5.05, 5.08, 5.09, 5.11, 12.01 and 12.02
of the appropriate Indenture will be terminated if: (i) the Company irrevocably
deposits or causes to be deposited with the appropriate Trustee, under the
terms of an escrow trust agreement in form and substance satisfactory to the
appropriate Trustee, as trust funds pledged as security for, and dedicated
solely to, the benefit of the holders of the Offered Debt Securities, (a) money
or (b) in the case of Offered Debt Securities and coupons denominated in United
States Dollars, U.S. Government Obligations (as defined in Section 13.04), and
in the case of Debt Securities and coupons denominated in a foreign currency,
Foreign Government Securities (as defined in Section 13.04), which through the
payment of interest thereon and principal thereof in accordance with their
terms will provide money or (c) a combination of (a) and (b), in each case in
an amount sufficient to pay in the currency or currency unit in which the
Offered Debt Securities are payable all the principal of and interest on the
Offered Debt Securities on the dates such payments are due in accordance with
the terms of the Offered Debt Securities; and (ii) the Company furnishes to the
appropriate Trustee a ruling by the Internal Revenue Service, in form and
substance satisfactory to such Trustee, or an Opinion of Counsel, in form and
substance satisfactory to such Trustee, to the effect, in either case, that the
holders of such Offered Debt Securities (a) will not recognize income, gain or
loss for Federal income tax purposes as a
15
<PAGE>
result of the Company's exercise of the defeasance provisions of the Indenture
and (b) will be subject to Federal income tax in the same amount, in the same
manner and at the same time as would have been the case if the Company had not
exercised its defeasance rights under the Indenture (Section 13.03).
THE TRUSTEES
A Trustee may resign or be removed with respect to one or more series of Debt
Securities and a successor Trustee may be appointed by the Company to act with
respect to such series (Section 8.10). In the event that two or more Persons
are acting as Trustee with respect to different series of Debt Securities under
one of the Indentures, each such Trustee will be deemed to be a Trustee of a
trust under the applicable Indenture, separate and apart from the trust
administered by any other such Trustee, and any action described herein to be
taken by the "Trustee" may then be taken by each such Trustee with respect to,
and only with respect to, the one or more series of Debt Securities for which
it is Trustee (Section 8.11).
The initial Senior Trustee is The Bank of New York. The identity of the
initial Subordinated Trustee has yet to be determined. The Senior Trustee is a
participating lender under the $1,400,000,000 Credit and Guarantee Agreement
referred to above and the Guarantor and the Company may in the future maintain
other banking relationships with the Senior Trustee in the ordinary course of
business and may do the same with the Subordinated Trustee. The Bank of New
York is also the Trustee under an Indenture, dated as of May 26, 1988, among
the Company, the Guarantor and The Bank of New York, pursuant to which there
have been issued by the Company and are outstanding at the date of this
Prospectus $250,000,000 of 9 5/8% Notes due May 15, 1995, $250,000,000 of 9
3/4% Notes due December 1, 2000, and $173,000,000 of Medium-Term Notes, Series
A.
GOVERNING LAW
The Indentures, the Debt Securities, the Guarantees, and the coupons will be
governed by, and construed in accordance with, the laws of the State of New
York (Section 15.05).
DESCRIPTION OF THE WARRANTS
The following description sets forth certain general terms and provisions of
the Warrants to which a Prospectus Supplement may relate. The particular terms
of any Warrants offered will be described in the Prospectus Supplement relating
to such Warrants.
The following summaries of certain provisions of the Warrants and of one or
more separate Warrant Agreements (each a "Warrant Agreement") between the
Company and the Guarantor and one or more banking institutions or trust
companies as Warrant Agent (each a "Warrant Agent") do not purport to be
complete and are subject to and qualified in their entirety by reference to all
provisions of the applicable Warrant Agreement. A form of Warrant Agreement is
filed as an exhibit to the Registration Statement. The Warrant Agreement will
be governed by, and construed in accordance with, the laws of the State of New
York.
GENERAL
Warrants, evidenced by Warrant Certificates (the "Warrant Certificates"), may
be issued under a Warrant Agreement independently or together with any Offered
Debt Securities and may be transferable with or separate from such Offered Debt
Securities. If Warrants are offered, the applicable Prospectus Supplement will
describe the terms of the Warrants, including the following: (i) the offering
price, if any, including the currency, or currency unit in which such price
will be payable; (ii) the designation, aggregate principal amount and terms of
the Offered Debt Securities with which the Warrants are issued and the number
of Warrants issued with each such Offered Debt Security; (iii) if applicable,
the date on or after which the
16
<PAGE>
Warrants and the related Offered Debt Securities will be separately
transferable; (iv) the principal amount of Offered Debt Securities purchasable
upon exercise of one Warrant and the price or prices at which, and the
currency, or currency unit in which such principal amount of Offered Debt
Securities may be purchased upon exercise; (v) the date on which the right to
exercise the Warrants commences and the date on which such right expires; (vi)
any United States federal income tax consequences; (vii) whether the Warrants
represented by the Warrant Certificates will be issued in registered or bearer
form or both; and (viii) any other material terms of the Warrants. In addition,
if any Warrants are sold for any foreign currency or currency units, the
restrictions, elections, tax consequences, specific terms and other information
with respect to such issue of Warrants will be specified in the applicable
Prospectus Supplement.
Warrant Certificates, if any, may be exchanged for new Warrant Certificates
of different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the Warrant Agent,
which will be listed in the applicable Prospectus Supplement, or at such other
office as may be set forth therein. Warrantholders do not have any of the
rights of holders of Offered Debt Securities (except to the extent that the
consent of Warrantholders may be required for certain modifications of the
terms of the Indenture under which the series of Offered Debt Securities
issuable upon exercise of the Warrants are to be issued) and are not entitled
to payments of principal and interest, if any, on such Offered Debt Securities.
EXERCISE OF WARRANTS
Warrants may be exercised by surrendering the Warrant Certificate, if any, at
the corporate trust office or other designated office of the Warrant Agent,
with (i) the form of election to purchase on the reverse side of the Warrant
Certificate, if any, properly completed and executed, and (ii) payment in full
of the exercise price, as set forth in the applicable Prospectus Supplement.
Upon exercise of Warrants, the Warrant Agent will, as soon as practicable,
deliver the Offered Debt Securities issuable upon the exercise of the Warrants
in authorized denominations in accordance with the instructions of the
exercising Warrantholder and at the sole cost and risk of such holder. If less
than all of the Warrants evidenced by the Warrant Certificate are exercised, a
new Warrant Certificate will be issued for the remaining amount of unexercised
Warrants, if sufficient time exists prior to the expiration date.
LIMITATIONS ON THE ISSUANCE OF BEARER SECURITIES
In compliance with United States Federal tax laws and regulations, Bearer
Securities may not, in general, be offered or sold during the Restricted Period
(as defined below) to a person within the United States or to, or for the
account or benefit of, a United States person. However, offers or sales can be
made to (i) the United States office of international organizations (as defined
in Section 7701(a) (18) of the Internal Revenue Code of 1986, as amended (the
"Code") and the regulations thereunder), (ii) the United States office of
foreign central banks (as defined in Section 895 of the Code and the
regulations thereunder) and (iii) foreign branches of United States financial
institutions which are purchasing for their own account or for resale, and
which have agreed to comply with the reporting requirements of Section 165(j)
(3) (A), (B) or (C) of the Code and the regulations thereunder. In addition,
sales can be made to a United States person acquiring a Bearer Security through
a financial institution described in clause (iii) of the preceding sentence if
certain certification requirements and other conditions are satisfied.
Definitive Bearer Securities will not be delivered within the United States, or
in any event unless the beneficial owner of the Securities has complied with
the certification requirements to be described in the relevant Prospectus
Supplement.
Each underwriter, dealer and agent (or other "distributor" within the meaning
of the regulations under Section 163 of the Code) participating in the
distribution of any Bearer Securities will agree that (i) it will not offer,
sell or deliver Bearer Debt Securities within the United States or to, or for
the account or benefit of, United States persons (other than qualifying
financial institutions) (a) until 40 days after the closing date or (b) at any
time if the obligation is held as part of an unsold allotment or subscription
(the "Restricted Period"), and (ii) it has in effect procedures reasonably
designed to ensure that its employees and agents who
17
<PAGE>
are directly engaged in selling the Bearer Securities are aware of the
restrictions described in clause (i) of this sentence. Bearer Securities will
bear a legend on their face and on any interest coupons that may be detached
therefrom or, if the obligation is evidenced by a book entry, a legend will
appear in the book of record in which the book entry is made substantially to
the following effect: "Any United States person who holds this obligation will
be subject to limitations under the United States income tax laws, including
the limitations provided in Section 165(j) and 1287(a) of the Internal Revenue
Code". The Code Sections referred to in such legend provide that a United
States person who holds a Bearer Security will not be allowed to deduct any
loss realized on the sale, exchange or redemption of such Bearer Security and
any gain (which might otherwise be characterized as capital gain) recognized on
such sale, exchange or redemption will be treated as ordinary income. If the
Company issues Warrants in bearer form, it will specify in the applicable
Propectus Supplement what, if any, restrictions or certification requirements
will be applicable to the issuance and delivery of such bearer Warrants.
As used herein,"United States person" means an individual who is a citizen or
resident of the United States, a corporation, partnership or other entity
created or organized in or under the laws of the United States or any political
subdivision thereof, or an estate or trust the income of which is subject to
United States Federal income taxation regardless of its source; and "United
States" means the United States of America (including the States and the
District of Columbia) and its possessions, which include, as of the date
hereof, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island, and Northern Mariana Islands.
PLAN OF DISTRIBUTION
The Company and the Guarantor may sell the Securities in any of three ways:
(i) through underwriters or dealers; (ii) directly to investors; or (iii) to
investors through agents. The Company may also exchange Securities for
outstanding indebtedness of the Company or the Guarantor, or both. The
applicable Prospectus Supplement with respect to the Securities will set forth
the terms of the offering of the Securities, including the name or names of any
underwriters, the purchase price of the Securities and the proceeds to the
Company or Guarantor, as the case may be, from such sale, any underwriting
discounts and other items constituting underwriters' compensation, any initial
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers and any securities exchanges on which the Securities may be
listed.
If underwriters are used in the sale, the Securities will be acquired by the
underwriters for their own account and may be resold from time to time in one
or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
Securities may be either offered to the public through underwriting syndicates
represented by managing underwriters, or directly by one or more underwriters.
Unless otherwise set forth in the applicable Prospectus Supplement, the
obligations of the underwriters to purchase the Securities will be subject to
certain conditions precedent and the underwriters will be obligated to purchase
all the Securities if any are purchased. Any initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
All Securities will be a new issue of securities with no established trading
market. Any underwriters or agents with respect to a series of Securities may
make a market in such Securities, but such underwriters or agents will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of any Securities in the
secondary market.
If the Securities are issued in exchange for outstanding indebtedness of the
Company or the Guarantor, the applicable Prospectus Supplement will set forth
the terms of the exchange, the identity of and the terms of sale of the
Securities by the selling Debt Security holders.
Securities may be sold directly by the Company or the Guarantor or through
agents designated by the Company or the Guarantor from time to time. Any agent
involved in the offer or sale of the Securities in
18
<PAGE>
respect of which this Prospectus is delivered will be named, and any
commissions payable by the Company or the Guarantor to such agent will be set
forth, in the applicable Prospectus Supplement. Unless otherwise indicated in
the applicable Prospectus Supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
If so indicated in the applicable Prospectus Supplement, the Company or the
Guarantor will authorize agents, underwriters or dealers to solicit offers by
certain specified institutions to purchase the Securities from the Company at
the public offering price set forth in the applicable Prospectus Supplement
pursuant to delayed delivery contracts providing for payment and delivery on a
specified date in the future. Such contracts will be subject only to those
conditions set forth in the applicable Prospectus Supplement and the applicable
Prospectus Supplement will set forth the commission payable for solicitation of
such contracts.
Agents, selling Debt Security holders and underwriters may be entitled under
agreements entered into with the Company and the Guarantor to indemnification
by the Company and the Guarantor against certain civil liabilities, including
certain liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents, selling Debt Security holders or
underwriters may be required to make in respect thereof. Agents, selling Debt
Security holders and underwriters may be customers of, engage in transactions
with, or perform services for the Company or the Guarantor in the ordinary
course of business.
EXPERTS
The consolidated financial statements and financial statement schedules of
the Company and the Guarantor as of and for the year ended December 31, 1992,
included in the 1992 Annual Reports on Form 10-K of the Company and of the
Guarantor incorporated by reference in this Prospectus, have been incorporated
herein in reliance on the reports of Coopers & Lybrand, independent
accountants, which reports are incorporated by reference herein, and on the
authority of that firm as experts in accounting and auditing.
LEGAL MATTERS
Legal matters in connection with the issuance and sale of the Securities
offered hereby will be passed upon for the Company and the Guarantor by Dennis
P. Codon, Esq., Vice President and General Counsel of the Company and the
Guarantor, and for any underwriters, selling Debt Security holders or agents by
Brobeck, Phleger & Harrison, Los Angeles, California. As of December 31, 1993,
Mr. Codon owned beneficially 18,137 shares of common stock of the Guarantor.
Brobeck, Phleger & Harrison represents the Company and the Guarantor in certain
other legal matters.
19
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. THIS PROSPECTUS SUPPLEMENT AND
THE PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES DESCRIBED IN THIS
PROSPECTUS SUPPLEMENT OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION
IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
---------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Description of the Notes................................................... S-2
Underwriting............................................................... S-3
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company and the Guarantor.............................................. 3
Use of Proceeds............................................................ 3
Historical Condensed Consolidated
Selected Financial Information............................................ 3
Description of the Debt Securities......................................... 4
Description of the Warrants................................................ 16
Limitations on the Issuance of Bearer
Securities................................................................ 17
Plan of Distribution....................................................... 18
Experts.................................................................... 19
Legal Matters.............................................................. 19
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
[UNOCAL LOGO]
$200,000,000
UNION OIL COMPANY OF CALIFORNIA
6 3/8% NOTES DUE FEBRUARY 1, 2004
PAYMENT OF PRINCIPAL AND INTEREST GUARANTEED BY
UNOCAL CORPORATION
---------------
PROSPECTUS SUPPLEMENT
---------------
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO. MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC
REPRESENTATIVES OF THE UNDERWRITERS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
