<PAGE>
As filed with the Securities and Exchange Commission on February 3, 1995
Registration Nos 33-54861; 33-54861-01
Post-Effective Amendment No. 2 to Registration Statement Nos. 33-38505;
33-38505-01
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-3 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
UNION OIL COMPANY OF CALIFORNIA
(Exact name of registrant as specified in its charter)
California 95-1315450
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1201 West Fifth Street Dennis P. R. Codon, Esq.
Los Angeles, California 90017 Vice President and General Counsel
(213) 977-7600 Union Oil Company of California
(Address, including zip code and 1201 West Fifth Street
telephone number, including area Los Angeles, California 90017
code, of registrant's principal (213) 977-7600
executive offices) (Name, address, including zip code and
telephone number, including area code,
of agent for service)
------------------------
UNOCAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-3825062
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
1201 West Fifth Street Dennis P. R. Codon, Esq.
Los Angeles, California 90017 Vice President and General Counsel
(213) 977-7600 1201 West Fifth Street
(Address, including zip code and Los Angeles, California 90017
telephone number, including area (213) 977-7600
code, of registrant's principal (Name, address, including zip code and
executive offices) telephone number, including area code,
of agent for service)
---------------------------
With Copies To:
Douglas D. Smith, Esq.
Brobeck, Phleger & Harrison
550 South Hope Street
Los Angeles, California 90071
----------------------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of the Registration Statement.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. /x/
------------------------------
The Registrants hereby amend this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrants shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.<PAGE>
<PAGE>
Pursuant to Rule 429 under the Securities Act of 1933, this Amendment No. 1
to the Registration Statement contains a combined prospectus that also
relates to $188,800,000 principal amount of guaranteed debt securities and
warrants to purchase guaranteed debt securities registered on Form S-3
Registration Statement Nos. 33-38505 and 33-38505-01, which was declared
effective on January 29, 1991. This Amendment No. 1 to the Registration
Statement constitutes Post-Effective Amendment No. 2 to Registration
Statement Nos. 33-38505 and 33-38505-01, pursuant to which the total amount
of unsold debt securities and warrants to purchase debt securities previously
registered under Registration Statement Nos. 33-38505 and 33-38505-01,
without limitation as to class of securities, may be offered and sold as
Union Oil Debt Securities, Unocal Preferred Stock, Unocal Common Stock and
Warrants to purchase Union Oil Debt Securities, Unocal Preferred Stock and
Unocal Common Stock, together with the securities registered hereunder,
through the use of the combined Prospectus included herein.
<PAGE>
<PAGE>
UNOCAL 76
$1,188,800,000
----------------
Union Oil Company of California
Debt Securities and Warrants to Purchase Debt Securities
With Payment of Principal, Interest and Premium, if any, Guaranteed by
Unocal Corporation
-----------------
Unocal Corporation
Common Stock, Preferred Stock and Warrants to Purchase
Common Stock and Preferred Stock
-----------------
Union Oil Company of California (the ``Company'') intends to offer
from time to time in one or more series 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
offered as Senior Debt Securities (``Senior Debt Securities'') and as
Subordinated Debt Securities (``Subordinated Debt Securities''). Unocal
Corporation (``Unocal''), the parent company of the Company, will guarantee
the payment of principal, interest and premium, if any, on the Debt
Securities. The Company and Unocal may also offer from time to time warrants
to purchase guaranteed Debt Securities (``Debt Warrants''), which may be
issued independently or together with guaranteed Debt Securities. Unocal may
offer from time to time Common Stock (``Unocal Common Stock''), Preferred
Stock (``Unocal Preferred Stock'') and warrants to purchase Unocal Common or
Preferred Stock (``Equity Warrants''), which may be issued independently or
together with Unocal Common Stock or Unocal Preferred Stock. Such Unocal
Common Stock and Unocal Preferred Stock may also be issued upon conversion or
exchange of Debt Securities and such Unocal Common Stock may be issued upon
conversion of Unocal Preferred Stock. The Debt Securities, Debt Warrants,
Unocal Common Stock, Unocal Preferred Stock and Equity Warrants are referred
to collectively as the ``Securities.'' No more than an aggregate of
$1,188,800,000 public offering price of Securities, including the exercise
price of Debt Warrants and Equity Warrants, may be sold pursuant to this
Prospectus. The Securities may be sold for United States dollars, foreign
currency or currency units.
Certain specific terms of the particular Securities in respect of
which this Prospectus is being delivered will be set forth in the
accompanying Prospectus Supplement, including, where applicable, (i) in the
case of Debt Securities, the title, aggregate principal amount, authorized
denominations, maturity, interest rate (which may be fixed or variable) and
time of payment of interest, terms for redemption, terms for sinking fund
payments, terms for conversion or exchange into other Securities, currency or
currencies of denomination and payment (if other than U.S. dollars), listing
on a securities exchange and any other terms in connection with the offering
and sale of the Debt Securities in respect of which this Prospectus is
delivered, as well as the initial public offering price; (ii) in the case of
Unocal Preferred Stock, the specific title, number of shares, dividend
(including the method of calculation), seniority, liquidation, redemption,
voting and other rights, terms for any conversion or exchange into other
Securities, listing on a securities exchange, initial public offering price
and any other terms; (iii) in the case of Unocal Common Stock, the number of
shares and the terms of the offering thereof; and (iv) in the case of Debt
Warrants and Equity Warrants, the designation and number, exercise price, any
listing of the Debt Warrants, Equity Warrants or the underlying Securities on
a securities exchange and any other terms in connection with the offering,
sale and exercise of the Debt Warrants and Equity Warrants.
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.''
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 COMMIS-
SION 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 Securities may also be exchanged for outstanding
securities of the Company or Unocal or both and resold by the holder pursuant
to this Prospectus in the over-the-counter market, on the New York Stock
Exchange, 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 Unocal 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 Securities
unless accompanied by a Prospectus Supplement.
The date of this Prospectus is February 3, 1995.
<PAGE>
<PAGE>
AVAILABLE INFORMATION
Unocal is subject to the informational requirements of the Securities
Exchange Act of 1934 (the ``Exchange Act'') and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the ``Commission''). Such reports, proxy statements and
other information filed by Unocal may be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following Regional Offices of the
Commission: 7 World Trade Center, 13th Floor, New York, New York 10048; and
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material may also be obtained by mail from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such reports, proxy statements and other
information concerning Unocal may be inspected 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.
Prior to the date of this Prospectus, the Company filed reports and
other information with the Commission in accordance with the reporting
requirements of the Exchange Act. Such reports and other information filed
by the Company may be inspected and copied at, and obtained by mail from,
the offices of the Commission listed above. The Company has received advice
from the Division of Corporation Finance of the Commission that it will not
object if the Company ceases to file such reports, since debt securities of
the Company are fully and unconditionally guaranteed as to payment by
Unocal. Accordingly, the Company has ceased to file such reports with the
Commission. Notes to the consolidated financial statements of Unocal
included in Unocal reports filed hereafter will contain summarized
financial information regarding the Company.
Unocal and the Company have filed with the Commission registration
statements on Form S-3 (together with all amendments and exhibits thereto,
the ``Registration Statements'') 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 Statements, 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
Statements, 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 following documents filed with the Commission are incorporated
into this Prospectus by reference: (i) the Annual Report on Form 10-K for
the fiscal year ended December 31, 1993 of Unocal, as amended by Amendments
Nos. 1 and 2 on Form 10-K/A; (ii) the Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 of the Company, as amended by Amendment
No. 1 on Form 10-K/A; (iii) the Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 1994, June 30, 1994 and September 30, 1994,
the last as amended by Amendment No. 1 on Form 10-Q/A, of Unocal and the
Company; (iv) the Current Reports on Form 8-K dated January 12, 1994,
January 31, 1994, March 2, 1994, March 24, 1994, April 25, 1994, June 27,
1994, June 28, 1994, July 22, 1994, July 25, 1994, August 25, 1994,
September 9, 1994, September 30, 1994, October 31, 1994, November 2, 1994,
December 5, 1994, January 30, 1995 and January 31, 1995 of Unocal; and (v)
the Current Reports on Form 8-K dated March 2, 1994, June 27, 1994, June 28,
1994, August 25, 1994, September 30, 1994 and December 5, 1995 of the
Company. All documents filed by Unocal 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 date of filing of such documents. 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.
Unocal 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>
<PAGE>
USE OF PROCEEDS
The proceeds received by the Company from the sale of the Debt
Securities and Debt Warrants offered hereby, will be used by the Company and
its affiliates for general corporate purposes. The proceeds received by
Unocal from the sale of the Unocal Preferred Stock, Unocal Common Stock and
Equity Warrants offered hereby will be used for general corporate purposes,
which are expected to include contributions or loans to the Company. The
gross proceeds anticipated to be received by the Company and/or Unocal are
estimated to be $1,188,800,000.
THE COMPANY AND UNOCAL
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 selected chemical products.
The Company is also engaged in the exploration for, and the production and
sale of, geothermal resources. Other operations include the production and
marketing of specialty minerals, and real estate development and sales.
The Company was incorporated in California in 1890 and in 1983 became
a wholly owned operating subsidiary of Unocal. As of December 31, 1994,
the net assets of the Company represented approximately 100% of the net
assets of Unocal, based on book value. The Company is a California
corporation and Unocal is a Delaware corporation, each with its principal
executive office at 1201 West Fifth Street, Los Angeles, California 90017,
telephone (213) 977-7600.
3<PAGE>
<PAGE>
HISTORICAL CONDENSED CONSOLIDATED
SELECTED FINANCIAL INFORMATION
The following historical condensed consolidated financial information
of Unocal and its subsidiaries, including the Company, for the five years
ended December 31, 1994, has been derived from and is qualified in its
entirety by the detailed financial statements and other financial information
included in the documents incorporated by reference herein. See
``Incorporation of Certain Documents by Reference.''
<TABLE>
<CAPTION>
SELECTED FINANCIAL INFORMATION OF UNOCAL
(Millions of dollars, except per share amounts)
Year Ended December 31,
--------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA
Revenues ................................... $7,965 $8,344 $10,061 $10,895 $11,808
Earnings before cumulative
effect of accounting changes (1) .......... 124 343 196 73 401
Per common share ..................... .36 1.27 .75 .31 1.71
Net earnings (loss) ........................ (153) 213 220 73 401
Per common share ..................... (.78) .73 .85 .31 1.71
</TABLE>
<TABLE>
<CAPTION>
At December 31,
-------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
(unaudited)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Total assets (2) ..................... $9,337 $9,706 $9,892 $10,345 $10,157
Long-term debt ....................... 3,453 3,455 3,530 4,543 4,025
Stockholders' equity ................. 2,815 3,129 3,131 2,464 2,550
<FN>
- -----------------
(1) The cumulative effect of accounting changes, which have been excluded, consisted
of a charge of $277 million ($1.14 per common share) in 1994, a charge of $130 million ($.54
per common share) in 1993 and a credit of $24 million ($.10 per common share) in 1992.
(2) Total assets prior to 1994 have been restated to reflect the reclassification of the
accumulated allowance for future abandonment and restoration costs from the property account
to a liability account.
</TABLE>
4<PAGE>
<PAGE>
<TABLE>
<CAPTION>
RATIOS OF UNOCAL AND THE COMPANY
(unaudited)
Year Ended December 31,
-------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges(1)
Unocal ............................. 1.7 2.5 1.7 1.4 2.0
Company ............................ 1.7 2.5 1.7 1.4 2.2
Ratio of Earnings to
Combined Fixed Charges
and Preferred Stock
Dividends(1)(2)
Unocal ............................. 1.5 2.2 1.6 1.4 2.0
<FN>
- -------------
(1) For purposes of this ratio, earnings consist of earnings before the cumulative effect of accounting
changes, before taxes on income and fixed charges. Fixed charges consist of interest on indebtedness
(including capitalized interest) 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).
(2) For purposes of this ratio, preferred stock dividends are adjusted to a pre-tax basis.
</TABLE>
5<PAGE>
<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 Debt
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 (``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 February 3, 1995 (the ``Senior Indenture'') among the Company, Unocal
and Chemical Trust Company of California, as trustee (the ``Senior
Trustee''). The Subordinated Debt Securities will be issued under a proposed
indenture (the ``Subordinated Indenture'') among the Company, Unocal 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 Standard Multiple-Series
Indenture Provisions, January 1991, dated as of January 2, 1991 (the
``Standard Provisions''), of the Company and Unocal, which is 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.
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 an accompanying Prospectus
Supplement, 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 or in an accompanying
Prospectus Supplement 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 fully and unconditionally guaranteed as to payment by
Unocal. The Senior Debt Securities and the related Guarantees will rank on
a parity with all other unsecured and unsubordinated indebtedness of the
Company and Unocal, 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 Guarantees of Subordinated Debt Securities, in the case of the
Guarantees of the Senior Debt Securities. The indebtedness represented by
the Subordinated Debt Securities and the Guarantees 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 Unocal, 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 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;
6<PAGE>
<PAGE>
(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 dates 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 and 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 and 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;
(17) whether and on what terms the Offered Debt Securities
will be convertible or exchangeable into shares of Unocal Preferred
Stock or Unocal Common Stock;
(18) 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;
(19) 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
7<PAGE>
<PAGE>
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;
(20) the circumstances under which Offered Debt Securities
may be exchanged for Debt Securities issued in a different form;
(21) any paying agents, transfer agents, registrars or
other agents with respect to the Offered Debt Securities;
(22) 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;
(23) whether any of the provisions described in ``Certain
Covenants of Unocal,'' ``Events of Default,'' ``Subordination,''
``Conversion and Exchange,'' ``Form, Exchange, Registration and
Transfer,'' and ``Defeasance'' will not apply to the Offered Debt
Securities;
(24) any other terms of the Offered Debt Securities not
inconsistent with the applicable Indenture; and
(25) 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 Offered Debt Securities are sold for any foreign
currency or currency unit or if principal of or any interest on any of the
Offered 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 Offered Debt Securities and such foreign
currency or currency unit will be specified in a Prospectus Supplement.
GUARANTEES
Under the terms of the Indentures and subject to the provisions
thereof, Unocal will fully and 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 Guarantees 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
Unocal without first proceeding against the Company or exhausting any other
remedies which the Trustee may have (Section 5.02). Any right of payment of
the holders of Senior Debt Securities under the related Guarantees will be
prior to the right of payment of the holders of Subordinated Debt Securities
under the related Guarantees.
8<PAGE>
<PAGE>
CERTAIN COVENANTS OF UNOCAL
LIMITATIONS ON LIENS. The Senior Indenture provides that neither
Unocal 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 Unocal or a Restricted Subsidiary,
(ii) any principal domestic refining or manufacturing plant of Unocal 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 Unocal 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
extensions, renewals or replacements of Mortgages referred to in (a) through
(e). Notwithstanding the foregoing, Unocal 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 Unocal and its Restricted Subsidiaries then outstanding,
does not at such time exceed 20% of the Consolidated Net Assets of Unocal
(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
Unocal or a Restricted Subsidiary in land which in the opinion of Unocal'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
Unocal 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
Unocal and its consolidated Subsidiaries. The term ``Subsidiary'' is defined
as any corporation, association, or other business entity of which Unocal,
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. Unocal 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) Unocal or such Restricted
Subsidiary is not restricted by the above provisions from incurring Debt
secured by a Mortgage on such property or (ii) Unocal will apply within 90
days an amount equal to the greater of (a) the fair value (as determined by
the Board of Directors of Unocal) of such property or (b) the
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proceeds of the sale of such property, to the retirement (other than any
mandatory retirement) of Long-Term Debt of Unocal or a Restricted Subsidiary
(other than Debt owned by Unocal 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
Unocal and any of its Restricted Subsidiaries or between any of its
Restricted Subsidiaries.
RESTRICTIONS ON MERGER AND SALE OF ASSETS. Neither the Company nor
Unocal 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 Unocal) 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 Unocal
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 Unocal 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 Unocal's material covenants 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
Unocal 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 Unocal
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 Unocal or by holders
of at least 25% in principal amount of the Outstanding Debt Securities of
such series to the Company, Unocal 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 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)).
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Unocal 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
respective compliance with all conditions and covenants under the Indentures
(Sections 4.06 and 5.07).
MANDATORY PREPAYMENT
The provisions of each of (i) the $1,400,000,000 Credit and Guarantee
Agreement, dated as of December 12, 1991, as amended as of July 5, 1994,
among the Company and Unocal Canada Limited, as borrowers, Unocal, as
guarantor, and a syndicate of banks, (ii) the $45,000,000 Credit and
Guarantee Agreement, dated as of April 19, 1993, as amended as of September
14, 1994, among Unocal Netherlands B.V., as borrower, the Company, Unocal,
and others, as guarantors, and The Bank of Nova Scotia, as agent, and
(iii) the $250,000,000 Credit and Guarantee Agreement, dated as of
December 15, 1993, among Unocal Thailand, Ltd.--Thailand Branch, as borrower,
the Company and Unocal, as guarantors, and a syndicate of banks, provide for
the termination of the loan commitments thereunder and 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 Unocal, otherwise than in a transaction
having the approval of the Board of Directors of Unocal, 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 Unocal. The
Company or Unocal 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
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 Guarantees 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 Unocal, 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 Unocal, as the case may be, for
borrowed money, (ii) all indebtedness for borrowed money of others guaranteed
by the Company or Unocal and (iii) any obligation of the Company or Unocal
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 Unocal, 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 Unocal, or of any receivership, insolvency, bankruptcy,
readjustment, reorganization or other similar proceedings relative to the
Company or Unocal or their respective 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 Guarantees
of Subordinated Debt Securities, in the case of Unocal, or (ii) that the
Subordinated Debt Securities are declared due 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.
CONVERSION AND EXCHANGE
The terms, if any, on which Offered Debt Securities are convertible
into or exchangeable for Unocal Preferred Stock or Unocal Common Stock will
be set forth in the Prospectus Supplement relating thereto. Such terms may
include provisions for conversion or exchange, either mandatory, at the
option of the holder or at the option of the Company.
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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 mature 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.
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
300 South Grand Avenue, 4th Floor, Los Angeles, California 90071. If the
identity or address of the Senior Trustee changes, the corrected information
will appear in the applicable Prospectus Supplement, as appropriate. The
identity and address of the Subordinated Trustee will appear in the
applicable 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
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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, 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 applicable 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).
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).
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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
Unocal for payment thereof (Section 13.05).
GLOBAL SECURITIES
The Offered Debt Securities 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 applicable
Prospectus Supplement. 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
Offered Debt Securities will be described in the applicable Prospectus
Supplement. 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 jurisdictions 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 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, Unocal, 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.
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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 Unocal 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, Unocal 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 Unocal'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
Unocal and the Trustee with the consent of the holders of not less than a
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,
(i) if the Debt Securities are convertible into any other security of the
Company or Unocal, make any change that would materially adversely affect the
right to convert such Debt Securities, or (j) modify any of the above
provisions. If the Debt Securities of any series are issuable upon the
exercise of Debt Warrants, then each holder of a Debt Warrant with respect to
such series shall be treated as a holder of such Debt Securities in the
amount issuable upon exercise of such Debt 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 Unocal 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
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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 Subordinated 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
Subordinated 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, Unocal 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 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 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).
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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, Unocal, 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 applicable Prospectus Supplement,
the obligations of the Company and Unocal 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 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
the appropriate 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 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 Chemical Trust Company of California,
Los Angeles, California. The identity of the initial Subordinated Trustee
has yet to be determined. Chemical Bank, an affiliate of the Senior Trustee,
is a lending bank and one of the agents under the $1,400,000,000 Credit and
Guarantee Agreement, as amended, referred to above under ``Mandatory
Prepayment'' and the Company maintains various accounts and conducts other
normal banking transactions with Chemical Bank. The Senior Trustee is the
transfer agent and registrar for the Unocal Common Stock and $3.50
Convertible Preferred Stock and is the Rights Agent under the Rights
Agreement, dated as of January 29, 1990, referred to below under
``Description of the Common Stock--Rights to Purchase Series A Preferred
Stock.'' Chemical Bank is the administrator of the Unocal Dividend
Reinvestment and Common Stock Purchase Plan. Unocal and the Company may in
the future maintain other banking relationships with the Senior Trustee and
Chemical Bank in the ordinary course of business and may do the same with the
Subordinated Trustee.
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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 PREFERRED STOCK
The following description of Unocal Preferred Stock sets forth
certain general terms and provisions of the series of Unocal Preferred Stock
to which any Prospectus Supplement may relate. The specific terms of an
offered series of Unocal Preferred Stock will be described in the Prospectus
Supplement relating to such series. If so indicated in the Prospectus
Supplement relating thereto, the terms of any such series of Unocal Preferred
Stock may differ from the terms set forth below. The description of Unocal
Preferred Stock set forth below and the description of the terms of an
offered series of Unocal Preferred Stock set forth in the Prospectus
Supplement relating thereto do not purport to be complete and are qualified
in their entirety by reference to Unocal's Certificate of Incorporation, as
amended (the ``Certificate of Incorporation''), and the Certificate of
Designations relating to such offered series of Unocal Preferred Stock, which
will be filed with the Commission and incorporated by reference as an exhibit
to the Registration Statement of which this Prospectus is a part at or prior
to the time of the sale of such offered series.
Under Unocal's Certificate of Incorporation, Unocal's Board of
Directors is authorized, without further stockholder action, to provide for
the issuance of up to 100,000,000 shares of preferred stock, $0.10 par value
per share, in one or more series, with or without voting powers, and with
such designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations or restrictions, as the Board
of Directors shall determine. As of the date of this Prospectus, Unocal has
outstanding 10,250,000 shares of $3.50 Convertible Preferred Stock (``$3.50
Preferred Stock''). So long as any shares of $3.50 Preferred Stock are
outstanding, the preferences, privileges and voting powers, if any, of the
shares of Unocal Preferred Stock of any series, and the restrictions or
qualifications thereof, shall be subject to the preferences, privileges and
voting powers, if any, of the shares of $3.50 Preferred Stock. See "--
Description of Outstanding Preferred Stock." In addition, Unocal has
reserved for issuance and designated 3,000,000 shares of preferred stock as
Series A Junior Participating Cumulative Preferred Stock in connection with
the Rights Plan described below under "Description of the Common Stock --
Rights to Purchase Series A Preferred Stock."
GENERAL
The applicable Prospectus Supplement will set forth the following
specific terms regarding the series of Unocal Preferred Stock offered
thereby: (i) the designation, number of shares and liquidation preference per
share; (ii) the initial public offering price; (iii) the dividend rate or
rates, if any, or the method of determining the dividend rate or rates;
(iv) the index, if any, upon which the amount of dividends is to be
determined; (v) the dates on which dividends will accrue and be payable and
the designated record dates for determining the holders entitled to such
dividends; (vi) any redemption or sinking fund provisions; (vii) any
conversion or exchange provisions; (viii) any provisions for the issuance of
global securities; (ix) the currency (which may be composite currency) in
which liquidation preferences, redemption prices and dividends shall be
payable, if other than United States dollars; (x) voting rights, if different
from those described under ``--Voting Rights''; and (xi) any additional terms,
preferences or rights.
The shares of Unocal Preferred Stock will, when issued, be fully paid
and nonassessable and will have no preemptive rights.
The transfer agent, registrar, dividend disbursing agent, redemption
agent and, if applicable, conversion agent for the offered series of Unocal
Preferred Stock will be specified in the applicable Prospectus Supplement
relating thereto.
DIVIDENDS
The holders of the Unocal Preferred Stock of each series will be
entitled to receive, when, as and if declared by the Board of Directors of
Unocal, out of funds legally available therefor, cumulative or non-cumulative
cash or other dividends at such rate or rates and on such dates as will be
set forth in the applicable Prospectus Supplement.
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Such rates may be fixed or variable or both. If variable, the formula used
for determining the dividend rate for each dividend period will be set forth
in the Prospectus Supplement. Dividends will be payable to the holders of
record as they appear on the stock register of Unocal on such record dates,
not more than sixty (60) days nor less than ten (10) days preceding the
payment dates thereof, as will be fixed by the Board of Directors of Unocal.
If the Board of Directors of Unocal fails to declare a dividend payable on a
dividend payment date on any series of Unocal Preferred Stock for which
dividends are noncumulative (``Noncumulative Preferred Stock''), then the
holders of such series of Noncumulative Preferred Stock will have no right to
receive a dividend in respect of the dividend period ending on such dividend
payment date, and Unocal will have no obligation to pay a dividend for such
period, whether or not dividends on such series are declared payable on any
future dividend payment dates. Dividends payable on any series of Unocal
Preferred Stock for any period less than a full dividend period will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
If the offered series of Unocal Preferred Stock ranks junior to or
on a parity with the $3.50 Preferred Stock as to dividends, no full dividends
may be declared or paid or set apart for payment on such offered series of
Unocal Preferred Stock for any period unless full cumulative dividends have
been or contemporaneously are declared and paid, or declared and a sum
sufficient for the payment thereof set apart for such payment, on the $3.50
Preferred Stock for all dividend payment periods terminating on or prior to
the date of the payment of such full cumulative dividends. If the offered
series of Unocal Preferred Stock ranks on a parity with the $3.50 Preferred
Stock and dividends are not paid in full on the $3.50 Preferred Stock, then
all dividends declared upon all outstanding shares of $3.50 Preferred Stock
and shares of such offered series of Unocal Preferred Stock will be declared
pro rata so that the amounts of dividends declared per share on the $3.50
Preferred Stock and such offered series of Unocal Preferred Stock will in all
cases bear to each other the same ratio that accrued and unpaid dividends per
share on the shares of $3.50 Preferred Stock and such offered Unocal
Preferred Stock bear to each other.
If the offered series of Unocal Preferred Stock ranks junior to or
on a parity with the $3.50 Preferred Stock, then unless full cumulative
dividends on all outstanding shares of $3.50 Preferred Stock have been paid
or declared and set aside for payment for all past dividend payment periods,
no dividend or distribution (other than a dividend or distribution in Unocal
Common Stock or in any other capital stock of Unocal ranking junior to the
$3.50 Preferred Stock as to dividends and upon liquidation and other than as
provided in the preceding paragraph) may be declared or paid or set apart for
payment on the offered series of Unocal Preferred Stock nor may the offered
series of Unocal Preferred Stock be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made available for a
sinking fund for the redemption of any shares of any such stock) by Unocal
(except by conversion into or exchange for capital stock of Unocal ranking
junior to the $3.50 Preferred Stock as to dividends and upon liquidation).
These restrictions will not prevent Unocal from making contributions to, or
purchasing capital stock in connection with, its employee benefit plans and
dividend reinvestment plan or from redeeming rights pursuant to its Rights
Plan, described below under ``Description of the Common Stock--Rights to
Purchase Series A Preferred Stock.''
REDEMPTION
The offered series of Unocal Preferred Stock may be redeemable at the
option of Unocal and may be subject to mandatory redemption pursuant to a
sinking fund or otherwise, in each case upon the terms, on the date or dates
and at the redemption price or prices set forth in the applicable Prospectus
Supplement. If fewer than all shares of the offered series of Unocal
Preferred Stock are to be redeemed, the shares to be redeemed will be
selected by Unocal pro rata or by lot, by any other method determined by the
Board of Directors to be equitable, or by any method set forth in the
applicable Prospectus Supplement.
If any dividends on shares of the offered series of Unocal Preferred
Stock are in arrears, no shares of Unocal Common Stock or shares of capital
stock ranking junior to or on parity with the offered series of Unocal
Preferred Stock may be redeemed and no shares of such offered series of
Unocal Preferred Stock may be redeemed unless all outstanding shares of such
series are simultaneously redeemed, and Unocal may not purchase or otherwise
acquire any shares of such series; provided, however, that the foregoing
shall not prevent the purchase or acquisition of shares of such series
pursuant to a purchase or exchange offer made on the same terms to holders of
all outstanding shares of such series.
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Notice of redemption will be given by mailing the same to each record
holder of the shares to be redeemed to the respective addresses of such
holders as the same shall appear on Unocal's stock register. Each such
notice will state: (i) the redemption date; (ii) the number of shares and
series of Unocal Preferred Stock to be redeemed; (iii) the redemption price
and the manner in which such redemption price is to be paid and delivered;
(iv) the place or places where certificates for such shares of Unocal
Preferred Stock are to be surrendered for payment of the redemption price;
and (v) that dividends on the shares to be redeemed will cease to accrue on
such redemption date. If fewer than all shares of any series of Unocal
Preferred Stock held by any holder are to be redeemed, the notice mailed to
such holder will also specify the number of shares to be redeemed from such
holder.
If notice of redemption has been given, from and after the redemption
date for the shares of the series of Unocal Preferred Stock called for
redemption (unless default shall be made by Unocal in providing money for the
payment of the redemption price of the shares so called for redemption),
dividends on the shares of Unocal Preferred Stock so called for redemption
will cease to accrue, any right to convert the shares of Unocal Preferred
Stock will terminate, such shares will no longer be deemed to be outstanding,
and all rights of the holders thereof as stockholders of Unocal (except the
right to receive the redemption price, without interest) will cease. Upon
surrender in accordance with such notice of the certificates representing any
shares so redeemed (properly endorsed or assigned for transfer, if the notice
shall so state), the redemption price set forth above will be paid out of
funds provided by Unocal. If fewer than all of the shares represented by any
such certificate are redeemed, a new certificate will be issued representing
the unredeemed shares without cost to the holder thereof.
LIQUIDATION PREFERENCE
The applicable Prospectus Supplement will set forth the specific
liquidation preference of the offered series of Unocal Preferred Stock.
If the offered series of Unocal Preferred Stock ranks on a parity
with the $3.50 Preferred Stock, then upon any voluntary or involuntary
liquidation, dissolution or winding up of Unocal, the holders of shares of
such offered series of Unocal Preferred Stock and of $3.50 Preferred Stock
will be entitled to receive out of the assets of Unocal available for
distribution to stockholders, before any distribution of assets is made to or
set apart for the holders of Unocal Common Stock or of any other shares of
capital stock of Unocal ranking as to such a distribution junior to the
shares of such series, with respect to the offered series of Unocal Preferred
Stock, an amount described in the Prospectus Supplement relating to such
offered series of Unocal Preferred Stock, and with respect to $3.50 Preferred
Stock, an amount equal to the liquidation value of such shares. See ``--
Description of Outstanding Preferred Stock.'' If the offered series of
Unocal Preferred Stock ranks on a parity with the $3.50 Preferred Stock, and
upon any voluntary or involuntary dissolution, liquidation or winding up of
Unocal, the amounts payable with respect to the liquidation preference of the
$3.50 Preferred Stock and the offered series of Unocal Preferred Stock are
not paid in full, then the holders of $3.50 Preferred Stock and the offered
series of Unocal Preferred Stock will share ratably in any such distribution
of assets of Unocal in proportion to the full distributable amounts to which
they are entitled. After payment of the full amount of the liquidating
distributions to which they are entitled, the holders of $3.50 Preferred
Stock and the offered series of Unocal Preferred Stock will have no right or
claim to any of the remaining assets of Unocal. Neither the sale of all or
substantially all of the property or business of Unocal (other than in
connection with the winding up of its business), nor the merger or
consolidation of Unocal into or with any other corporation will be deemed to
be a dissolution, liquidation or winding up, voluntary or involuntary, of
Unocal.
Unocal conducts substantially all of its operations through the
Company. The right of Unocal, and hence the right of creditors and
stockholders of Unocal, to participate in any distribution of assets of any
subsidiary (including the Company) upon its liquidation or reorganization or
otherwise is necessarily subject to the prior claims of creditors of the
subsidiary, except to the extent that claims of Unocal itself as a creditor
of the subsidiary may be recognized.
CONVERSION AND EXCHANGE
The terms, if any, on which shares of any offered series of Unocal
Preferred Stock are convertible into or exchangeable for Unocal Common Stock
will be set forth in the Prospectus Supplement relating thereto. Such terms
may include provisions for conversion or exchange, either mandatory, at the
option of the holder, or at the option of Unocal.
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VOTING RIGHTS
Except as indicated below or in the Prospectus Supplement relating
to a particular offered series of Unocal Preferred Stock, or except as
expressly required by applicable law, the holders of Unocal Preferred Stock
will not be entitled to vote.
On matters on which holders of such offered series and holders of any
other series of Unocal Preferred Stock are entitled to vote as a single
class, each full share of any series of Unocal Preferred Stock shall be
entitled to one vote. Therefore, the voting power of such series will depend
on the number of shares in such series, not the liquidation preference or
initial offering price of the shares of such series of the Unocal Preferred
Stock.
If the equivalent of six quarterly dividends (whether or not
consecutive) payable on any offered series of Unocal Preferred Stock, $3.50
Preferred Stock or any other series of Unocal Preferred Stock are in default,
the number of directors of Unocal will be increased by two and the holders of
all outstanding shares of Unocal Preferred Stock, $3.50 Preferred Stock, and
all other outstanding shares of preferred stock having similar voting rights,
voting as a single class without regard to series and with no cumulative
voting, to the exclusion of the holders of Unocal Common Stock, will be
entitled to elect those two additional directors, who shall serve until all
dividends in default have been paid or declared and set apart for payment.
So long as any shares of Unocal Preferred Stock and $3.50 Preferred
Stock remain outstanding, Unocal shall not, without the consent of the
holders of at least two-thirds of the shares of the affected series of Unocal
Preferred Stock and $3.50 Preferred Stock outstanding at the time (voting
separately as a class with all other affected series of preferred stock
ranking on a parity with the affected series of Unocal Preferred Stock and
$3.50 Preferred Stock), (i) authorize, create or issue, or increase the
authorized amount of, any class or series of capital stock ranking prior to
the affected series of Unocal Preferred Stock and $3.50 Preferred Stock as to
dividends or upon liquidation; or (ii) amend, alter or repeal the provisions
of Unocal's Certificate of Incorporation, whether by merger, consolidation or
otherwise, so as to materially and adversely affect any right, preference,
privilege or voting power of the affected series of Unocal Preferred Stock or
$3.50 Preferred Stock or the holders thereof; provided, however, that any
increase in the amount of the authorized Common Stock or authorized Preferred
Stock or the creation and issuance of other series of capital stock ranking
on a parity with or junior to the affected series of Unocal Preferred Stock
or $3.50 Preferred Stock as to dividends and upon liquidation shall not be
deemed to materially and adversely affect such rights, preferences,
privileges or voting powers.
DESCRIPTION OF OUTSTANDING PREFERRED STOCK
As of the date of this prospectus, Unocal has issued and outstanding
10,250,000 shares of the $3.50 Preferred Stock, which is senior to the Unocal
Common Stock as to payment of dividends and distribution of assets on
liquidation, dissolution or winding up of Unocal.
Holders of $3.50 Preferred Stock are entitled to receive, when and
as declared by Unocal's Board of Directors, out of Unocal's funds legally
available for payment, quarterly cash dividends at an annual rate of $3.50
per share payable in arrears. Dividends are cumulative.
In the event of any voluntary or involuntary dissolution, liquidation
or winding up of Unocal, the holders of $3.50 Preferred Stock will be
entitled to receive and to be paid out of Unocal's assets available for
distribution to its stockholders, before any payment or distribution is made
to holders of Unocal Common Stock or any other class of capital stock of
Unocal ranking junior to the $3.50 Preferred Stock upon liquidation, a
liquidation preference in the amount of $50 per share of the Unocal Preferred
Stock plus accrued and unpaid dividends.
The $3.50 Preferred Stock is not subject to any mandatory redemption,
sinking fund or other similar provisions. At any time on or after July 15,
1996, the $3.50 Preferred Stock is redeemable in whole or in part, at
Unocal's option, at redemption prices declining from 104.2% at July 15, 1996
to 100% at July 15, 2002.
The $3.50 Preferred Stock is convertible at the option of the holder
at any time, unless previously redeemed, into Unocal Common Stock at the rate
of 1.6260 shares of Unocal Common Stock for each share of $3.50 Preferred
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Stock (equivalent to a conversion price of $30.75 per share of Unocal Common
Stock). The conversion price is subject to adjustment in certain events,
including a Non-Stock Fundamental Change or a Common Stock Fundamental Change
(as such terms are defined in the Certificate of Designations relating
thereto).
Holders of $3.50 Preferred Stock have no right to require redemption
of the $3.50 Preferred Stock.
DESCRIPTION OF THE COMMON STOCK
Unocal's Board of Directors is authorized to issue a maximum of
750,000,000 shares of Unocal Common Stock, $1.00 par value per share, under
Unocal's Certificate of Incorporation. As of Decmber 31, 1994, 244,198,701
shares of Unocal Common Stock were outstanding and 32,925,005 shares were
reserved for issuance upon the conversion of the $3.50 Preferred Stock and in
connection with Unocal's employee benefit plans, its Directors' Restricted
Stock Plan and its Dividend Reinvestment and Common Stock Purchase Plan.
The following summary of the rights of the Unocal Common Stock does
not purport to be complete and is subject in all respects to the applicable
provisions of the Delaware General Corporation Law and the Certificate of
Incorporation.
DIVIDEND RIGHTS: Subject to the prior rights, if any, of the holders
of $3.50 Preferred Stock and Unocal Preferred Stock, holders of Unocal Common
Stock are entitled to receive such dividends as are declared by Unocal's
Board of Directors out of funds legally available therefor.
VOTING RIGHTS: Subject to the rights, if any, of the holders of
$3.50 Preferred Stock and Unocal Preferred Stock, all voting rights are
vested in the holders of shares of Unocal Common Stock, each share being
entitled to one vote on all matters presented for a vote (except for those
matters for which a separate class vote is required under Delaware law). The
holders of one-third of the shares entitled to vote constitute a quorum at
any meeting of stockholders.
LIQUIDATION RIGHTS: Subject to the rights, if any, of the holders
of $3.50 Preferred Stock and Unocal Preferred Stock, in the event of
liquidation of Unocal, holders of Unocal Common Stock will share pro rata in
all assets distributable to stockholders in respect of shares held by them.
PREEMPTIVE RIGHTS: Holders of Unocal Common Stock are not entitled
to any preemptive rights to subscribe for any additional securities that may
be issued.
NON-CUMULATIVE VOTING: Holders of shares of Unocal Common Stock have
non-cumulative voting rights, which means that holders of more than 50% of
the shares voting for the election of directors can elect 100% of the
directors standing for election if they choose to do so, and, in such event,
the holders of the remaining less than 50% of the shares voting for the
election of directors will not be able to elect any person or persons to the
Board of Directors of Unocal. Unocal's Board of Directors is divided into
three classes, and directors are normally elected for three-year terms. One
of the classes is presented for election at each annual meeting, so that the
entire Board of Directors is never presented for election in any one year.
Chemical Trust Company of California, Los Angeles, California, is the
transfer agent and registrar for the Unocal Common Stock. The Unocal Common
Stock may also be presented for transfer at the office of Chemical Bank, New
York, New York.
RIGHTS TO PURCHASE SERIES A PREFERRED STOCK
In January 1990, the Board of Directors of Unocal adopted a
stockholder rights plan (the ``Rights Plan'') and declared a dividend of one
right (a ``Right''; collectively, the ``Rights'') for, and to be attached to,
each outstanding share of Common Stock. The resolutions creating the Rights
Plan provide that as long as the Rights are attached to shares of Common
Stock, as provided in the ``Rights Agreement'' referred to below, one
additional Right will be issued and delivered with each share of Common Stock
that becomes outstanding after February 12, 1990.
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Each Right entitles the holder thereof to purchase one one-hundredth of a
share of preferred stock designated as the Series A Junior Participating
Cumulative Preferred Stock (``Series A Preferred Stock''). The Rights will
expire on January 29, 2000, unless redeemed earlier, and will not be
exercisable or transferable separately from the shares of Common Stock until
the close of business on the Distribution Date, which will occur on the
earlier of (i) the tenth day following a public announcement that a person or
group of affiliated or associated persons (a ``15% Stockholder'') has
acquired, or obtained the right to acquire, beneficial ownership of 15% or
more of the outstanding Common Stock or (ii) the date of the commencement or
the announcement of an intention to make a tender or exchange offer that
would cause any person or group to become a 15% Stockholder.
Pursuant to the Rights Plan, 3,000,000 shares of Series A Preferred
Stock have been designated and reserved for issuance upon exercise of the
Rights. An additional number of shares of Series A Preferred Stock equal to
one one-hundredth of the number of shares of Unocal Common Stock will be
reserved for issuance in connection with an issuance of Preferred Stock or
Unocal Common Stock, whether issued directly, upon exercise of Equity
Warrants or upon conversion of Preferred Stock or Debt Securities.
A description of the Rights and the Series A Preferred Stock is set
forth in the Rights Agreement, dated January 29, 1990, between Unocal and
Chemical Trust Company of California, as Rights Agent, which is included as
exhibit to the Registration Statement of which this Prospectus is a part.
CERTAIN PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND BYLAWS OF UNOCAL
The Certificate of Incorporation and Bylaws of Unocal contain certain
provisions which may have the effect of rendering a change of control of
Unocal more difficult. The Certificate of Incorporation provides that the
Board of Directors is divided into three classes, with the directors serving
three-year staggered terms. Special meetings of Unocal's stockholders
generally may be called only by the Board of Directors, and any action
required or permitted to be taken by the stockholders must be taken at an
annual or special meeting and may not be effected by written consent. The
vote of 75% of the outstanding stock of Unocal entitled to vote is required
for the stockholders to adopt, amend or repeal bylaws. Such a 75% vote is
also required for approval of a merger or consolidation of Unocal with, and
certain other transactions with, another corporation which, with its
affiliates, owns beneficially more than 10% of the total voting power of all
outstanding shares of Unocal voting stock (a ``Related Corporation''), unless
such a transaction was approved by 75% of the directors of Unocal prior to
the Related Corporation becoming such. The Certificate of Incorporation also
require such a 75% vote to repeal or amend any of the foregoing provisions.
The Bylaws of Unocal require 30 days' advance notice of, and
specified information with respect to, nominations by stockholders of persons
for election as directors and other business to be brought before an annual
meeting by a stockholder.
As set forth above under ``Description of the Preferred Stock,'' the
Board of Directors has the authority, without further stockholder action, to
provide for the issuance of Unocal Preferred Stock and to fix the terms
thereof. Provisions which could render a change of control of Unocal more
difficult, such as extraordinary voting, dividend, redemption or conversion
rights, could be included in such Unocal Preferred Stock.
DESCRIPTION OF THE WARRANTS
The following description sets forth certain general terms and
provisions of the Debt Warrants and Equity Warrants to which a Prospectus
Supplement may relate. The particular terms of any Debt Warrants and Equity
Warrants offered will be described in the Prospectus Supplement relating to
such Debt Warrants or Equity Warrants.
The following summaries of certain provisions of the Debt Warrants
and Equity Warrants and of one or more separate Warrant Agreements (each a
``Warrant Agreement'') between the Company and Unocal 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.
Forms of Warrant Agreements are filed as exhibits to the Registration
Statement. Each Warrant Agreement will be governed by, and construed in
accordance with, the laws of the State of New York.
23<PAGE>
<PAGE>
GENERAL
Debt Warrants and Equity Warrants, evidenced by Warrant Certificates
(the ``Warrant Certificates''), may be issued under a Warrant Agreement
independently or together with any Debt Securities, Unocal Preferred Stock or
Unocal Common Stock and may be transferable with or separate from such
Securities. If Debt Warrants to purchase Debt Securities are offered, the
applicable Prospectus Supplement will describe the terms of the Debt
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 Debt Warrants are issued and the number of Debt
Warrants issued with each such Offered Debt Security; (iii) if applicable,
the date on or after which the Debt Warrants and the related Offered Debt
Securities will be separately transferable; (iv) the designation, aggregate
principal amount and terms of Debt Securities purchasable upon exercise of
one Debt Warrant and the price or prices at which, and the currency, or
currency unit in which such principal amount of Debt Securities may be
purchased upon exercise; (v) the date on which the right to exercise the Debt
Warrants commences and the date on which such right expires; (vi) any United
States Federal income tax consequences; (vii) whether the Debt Warrants
represented by the Warrant Certificates will be issued in registered or
bearer form or both; and (viii) any other material terms of the Debt
Warrants. If Equity Warrants are offered, the applicable Prospectus
Supplement will describe the terms of the Equity 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 of
any series of Unocal Preferred Stock purchasable upon exercise of the Equity
Warrants; (iii) the number of shares of Unocal Preferred Stock or Unocal
Common Stock purchasable upon exercise of one Equity Warrant, and the price
or prices at which, and the currency, or currency unit in which such shares
may be purchased upon exercise; (iv) the date on which the right to exercise
the Equity Warrants commences and the date on which such right expires;
(v) any United States Federal income tax consequences; (vi) whether the
Equity Warrants represented by the Warrant Certificate will be issued in
registered or bearer form or both; (vii) whether the Equity Warrants or the
underlying Unocal Preferred Stock or Unocal Common Stock will be listed on
any national securities exchange; and (viii) any other material terms of the
Equity Warrants. In addition, if any Debt Warrants or Equity 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 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 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) or Unocal
Preferred or Common stockholders and are not entitled to payments of
principal and interest, if any, on Debt Securities or to dividends or other
distributions made with respect to Unocal Preferred Stock or Unocal Common
Stock.
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 Debt Securities, Unocal Preferred Stock or
Unocal Common Stock 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
24<PAGE>
<PAGE>
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
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 or Unocal issue Warrants in bearer form,
they will specify in the applicable Prospectus 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 Unocal may offer and sell the Securities in any of
three ways: (i) directly to investors; (ii) to investors through agents; or
(iii) through underwriters or dealers. The Securities may also be exchanged
for outstanding securities of the Company or Unocal or both and resold by the
holder pursuant to this Prospectus in the over-the-counter market, on the New
York Stock Exchange, 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. 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 Unocal, 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 such 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
25<PAGE>
<PAGE>
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.
Except for Unocal Common Stock, each issue of Securities sold will
be a new issue of securities with no established trading market. Any
underwriters or agents with respect to an issue 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 securities
of the Company or Unocal, 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 security holders.
Securities may be sold directly by the Company or Unocal or through
agents designated by the Company or Unocal from time to time. Any agent
involved in the offer or sale of the Securities in respect of which this
Prospectus is delivered will be named, and any commissions payable by the
Company or Unocal 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 Unocal 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 security holders and underwriters may be entitled
under agreements entered into with the Company and Unocal to indemnification
by the Company and Unocal against certain civil liabilities, including
certain liabilities under the Securities Act of 1933, or to contribution with
respect to payments which the agents, selling security holders or
underwriters may be required to make in respect thereof. Agents, selling
security holders and underwriters may be customers of, engage in transactions
with, or perform services for the Company or Unocal in the ordinary course of
business.
EXPERTS
The consolidated financial statements and financial statement
schedules of the Company and Unocal as of December 31, 1993 and 1992, and for
each of the three years in the period ended December 31, 1993, included in
the 1993 Annual Reports on Form 10-K of the Company and of Unocal
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. Each of such reports
includes an explanatory paragraph with respect to the changes in methods of
accounting for income taxes in 1992 and for postretirement benefits other
than pensions and for postemployment benefits in 1993.
The information concerning estimates of proved oil and gas and
geothermal reserves attributable to the Company and Unocal, included in the
1993 Annual Reports on Form 10-K of the Company and Unocal incorporated by
reference in this Prospectus, has been prepared by the Company's petroleum
engineering staff and certified by John F. Imle, Jr., a director and
President of Unocal and the Company and formerly President of the Energy
Resources Division of Unocal and the Company, and has been incorporated by
reference herein in reliance upon the authority of Mr. Imle as an expert in
the field of petroleum engineering. As of December 31, 1994, Mr. Imle owned
60,296 shares of Unocal Common Stock, which included 7,149 restricted shares
that vest in 1997 and 1998. Mr. Imle also held options to purchase 150,162
shares of Unocal Common Stock at prices ranging from $11.1563 to $30.0625,
with expiration dates ranging from 1996 to 2004. In addition, he held 27,157
performance share units initially awarded to him in 1992 through 1994,
payable four years after the award dates. Each unit is the equivalent of one
share of Unocal Common Stock. The number of units actually paid out at the
end of each four-year term could be between 0% and 200% of the units
initially awarded, depending upon Unocal's total return to stockholders
compared to that
26<PAGE>
<PAGE>
of a peer group of companies. However, the value of the units paid out may
not exceed 400% of the value of the units initially awarded. The units are
paid out in a combination of cash and shares of Unocal Common Stock, as
determined by the Compensation Committee of the Board of Directors.
LEGAL MATTERS
Legal matters in connection with the issuance and sale of the
Securities offered hereby will be passed upon for the Company and Unocal by
Dennis P. R. Codon, Esq., Vice President and General Counsel of the Company
and Unocal, and for any underwriters, selling security holders or agents by
Brobeck, Phleger & Harrison, Los Angeles, California. As of December 31,
1994, Mr. Codon owned 11,212 shares of Unocal Common Stock, which included
7,002 restricted shares that vest in 1995 through 1999. He also held options
to purchase 30,267 shares of Unocal Common Stock at prices ranging from
$20.5313 to $30.0625, with expiration dates ranging from 2000 to 2004. In
addition, Mr. Codon held 10,679 performance share units awarded to him in
1992 through 1994, payable as explained in the preceding paragraph. Brobeck,
Phleger & Harrison also represents the Company and Unocal in certain legal
matters.
27<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Other expenses of all issuances and distributions pursuant to this
Registration Statement to be borne by the Company, other than underwriting
discounts and commissions, and agents' fees, are estimated* as follows:
<TABLE>
<S> <C>
Registration fee--Securities and Exchange Commission .. $ 344,828
Blue Sky registration fees and expenses ............... 16,000
Printing costs ........................................ 75,000
Legal fees and expenses ............................... 75,000
Accounting fees and expenses .......................... 150,000
Trustees' fees and expenses ........................... 68,500
Warrant Agent's fees and expenses ..................... 1,000
Transfer Agent and Registrars' fees ................... 1,000
Rating agency fees and expenses ....................... 325,000
Miscellaneous expenses ................................ 33,672
-------
Total ............................................. $ 1,090,000
------------
------------
</TABLE>
_________________________
* All of the amounts are estimated, except the registration fee.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the General Corporation Law of the State of
California and Section 145 of the General Corporation Law of the State of
Delaware authorize the Company and Unocal, respectively, to indemnify
directors and officers in certain circumstances against liabilities,
including expenses, incurred while acting in such capacities; provided,
generally, that any such indemnified director or officer acted in good
faith and in a manner he or she reasonably believed to be in the best
interests of the corporation and, in the case of a criminal proceeding,
had no reasonable cause to believe his or her conduct was unlawful. The
Bylaws of each of the Company and Unocal provide for the indemnification
of directors and officers to the maximum extent permitted by the applicable
General Corporation Law.
In addition, the Comapny and Unocal have provided in their respective
Restated Articles of Incorporation and Certificate of Incorporation that each
shall eliminate the personal liability of its directors to the fullest extent
permitted by the appplicable General Corporation Law and Unocal has
entered into indemnification agreements with each director providing for
additional indemnification. The Company and Unocal have policies of
directors' and officers' liability insurance which insure directors and
officers against the cost of defense, settlement or payment of a judgment
under certain circumstances.
Section 8 of each of the Standard Underwriting Provisions--Debt
Securities, July 1994, Standard Underwriting Provisions--Preferred Stock, July
1994, and Standard Underwriting Provisions--Common Stock, July 1994
(Exhibits 1.1, 1.2 and 1.3 hereto, respectively), and Section 7 of the Form
of Agency Agreement (Exhibit 1.4 hereto) provide for indemnification of
directors and officers of the Company and Unocal by the underwriters and
agents, respectively, in certain circumstances.
II-1<PAGE>
<PAGE>
ITEM 16. EXHIBITS.
Exhibit
Number Exhibit
------- -------
1.1 * Standard Underwriting Provisions--Debt Securities, July 1994
(including form of Underwriting Agreement).
1.2 * Standard Underwriting Provisions--Preferred Stock, July 1994
(including form of Underwriting Agreement).
1.3 * Standard Underwriting Provisions--Common Stock, July 1994
(including form of Underwriting Agreement).
1.4 * Form of Agency Agreement.
3.2 * Bylaws of the Company.
4.1 * Certificate of Incorporation of Unocal, as amended
(incorporated by reference to Exhibit 3.1 to Amendment No.
2 on Form 10-K/A to Unocal's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-8483).
4.2 * Bylaws of Unocal.
4.3 * Rights Agreement dated as of January 29, 1990, between
Unocal and Chemical Trust Company of California, as Rights
Agent (incorporated by reference to Exhibit 1 to Unocal's
Current Report on Form 8-K dated January 29, 1990, File No.
1-8483).
4.5 * Standard Multiple-Series Indenture Provisions, January 1991,
dated as of January 2, 1991 (incorporated by reference to
Exhibit 4.1 to the Company's and Unocal's Registration
Statement on Form S-3 (Registration Nos. 33-38505 and
33-38505-01).
4.6 * Form of Senior Indenture.
4.7 * Form of Subordinated Indenture.
4.8 * Form of Warrant Agreement for Debt Securities (including
form of Warrant Certificate).
4.9 * Form of Warrant Agreement for Unocal Preferred Stock
(including form of Warrant Certificate).
4.10 * Form of Warrant Agreement for Unocal Common Stock (including
form of Warrant Certificate).
4.11 * Form of Senior and Subordinated Security.
4.12 * Form of Temporary Global Bearer Fixed Rate Security.
4.13 * Form of Permanent Global Bearer Fixed Rate Security.
4.14 * Form of Fixed Rate Registered Medium-Term Note.
4.15 * Form of Floating Rate Registered Medium-Term Note.
5 * Opinion of Dennis P. R. Codon, Esq. to the Company and
Unocal.
12.1 Statement re computation of ratio of earnings to fixed
charges for the Company.
II-2<PAGE>
12.2 Statement re computation of ratio of earnings to fixed
charges for Unocal.
12.3 Statement re computation of ratio of earnings to combined
fixed charges and preferred stock dividends for Unocal.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 * Consent of John F. Imle, Jr.
23.3 * Consent of Dennis P. R. Codon, Esq. (contained in his
opinion filed as Exhibit 5 to this Registration Statement).
24 * Power of Attorney.
25 * Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of the Senior
Trustee.
- ---------------------------
* Previously filed.
ITEM 17. UNDERTAKINGS.
(a) The Company and Unocal hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in this registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;
PROVIDED, HOWEVER, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the Company or Unocal pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) That, for the purpose of determining any liability under the
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company and Unocal hereby undertake that, for purposes of
determining any liability under the Act, each filing of the Company's and
Unocal's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to
<PAGE>
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Act may be permitted to directors, officers and controlling persons of the
Company and Unocal pursuant to the provisions described in Item 15 above, or
otherwise, the Company and Unocal have been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company and Unocal of expenses incurred or paid by a
director, officer or controlling person of the Companyand Unocal in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Company and Unocal will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by them is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
(d) The Company and Unocal hereby undertake to file an application
for the purpose of determining the eligibility of the Subordinated Trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Commission under
Section 305 (b) (2) thereof.
II-4<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrants certify that they have reasonable grounds to believe that they
meet all of the requirements for filing on Form S-3 and have duly caused this
amendment to the registration statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Los Angeles, State of
California on February 2, 1995.
UNION OIL COMPANY OF CALIFORNIA
UNOCAL CORPORATION
By /s/ Neal E. Schmale
---------------------------
Neal E. Schmale
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed by the following
persons in the capacities indicated, which capacities are held for both the
Company and Unocal.
Signature Title Date
--------- ----- ----
Roger C. Beach * Chief Executive Officer February 2, 1995
- ------------------------ and Director
Roger C. Beach
/s/ Neal E. Schmale Chief Financial Officer February 2, 1995
- ------------------------ and Director
Neal E. Schmale
Charles S. McDowell * Vice President and February 2, 1995
- ------------------------ Comptroller
Charles S. McDowell (Principal Accounting Officer)
Richard J. Stegemeier * Chairman of the Board February 2, 1995
- ------------------------ of Directors
Richard J. Stegemeier
Claude S. Brinegar * Vice Chariman of February 2, 1995
- ------------------------ the Board of Directors
Claude S. Brinegar
John W. Amerman * Director February 2, 1995
- ------------------------
John W. Amerman
MacDonald G. Becket * Director February 2, 1995
- ------------------------
MacDonald G. Becket
II-5<PAGE>
<PAGE>
Signature Title Date
--------- ----- ----
Malcolm R. Currie * Director February 2, 1995
- ------------------------
Malcolm R. Currie
Frank C. Herringer * Director February 2, 1995
- ------------------------
Frank C. Herringer
John F. Imle, Jr. * Director February 2, 1995
- ------------------------
John F. Imle, Jr.
Donald P. Jacobs * Director February 2, 1995
- ------------------------
Donald P. Jacobs
Charles R. Weaver * Director February 2, 1995
- ------------------------
Charles R. Weaver
Marina v.N. Whitman * Director February 2, 1995
- ------------------------
Marina v.N. Whitman
* By /s/ Neal E. Schmale
--------------------
Neal E. Schmale
Attorney-In-Fact
II-6<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit
-------- -------
1.1 * Standard Underwriting Provisions--Debt Securities, July 1994
(including form of Underwriting Agreement).
1.2 * Standard Underwriting Provisions--Preferred Stock, July 1994
(including form of Underwriting Agreement).
1.3 * Standard Underwriting Provisions--Common Stock, July 1994
(including form of Underwriting Agreement).
1.4 * Form of Agency Agreement.
3.2 * Bylaws of the Company.
4.1 * Certificate of Incorporation of Unocal, as amended
(incorporated by reference to Exhibit 3.1 to Amendment No.
2 on Form 10-K/A to Unocal's Annual Report on Form 10-K for
the fiscal year ended December 31, 1993, File No. 1-8483).
4.2 * Bylaws of Unocal.
4.3 * Rights Agreement dated as of January 29, 1990, between
Unocal and Chemical Trust Company of California, as Rights
Agent (incorporated by reference to Exhibit 1 to Unocal's
Current Report on Form 8-K dated January 29, 1990, File No.
1-8483).
4.5 * Standard Multiple-Series Indenture Provisions, January 1991,
dated as of January 2, 1991 (incorporated by reference to
Exhibit 4.1 to the Company's and Unocal's Registration
Statement on Form S-3 (Registration Nos. 33-38505 and
33-38505-01).
4.6 * Form of Senior Indenture.
4.7 * Form of Subordinated Indenture.
4.8 * Form of Warrant Agreement for Debt Securities (including
form of Warrant Certificate).
4.9 * Form of Warrant Agreement for Unocal Preferred Stock
(including form of Warrant Certificate).
4.10 * Form of Warrant Agreement for Unocal Common Stock (including
form of Warrant Certificate).
4.11 * Form of Senior and Subordinated Security.
4.12 * Form of Temporary Global Bearer Fixed Rate Security.
4.13 * Form of Permanent Global Bearer Fixed Rate Security.
4.14 * Form of Fixed Rate Registered Medium-Term Note.
4.15 * Form of Floating Rate Registered Medium-Term Note.
5 * Opinion of Dennis P. R. Codon, Esq. to the Company and
Unocal.
1<PAGE>
<PAGE>
12.1 Statement re computation of ratio of earnings to fixed
charges for the Company.
12.2 Statement re computation of ratio of earnings to fixed
charges for Unocal.
12.3 Statement re computation of ratio of earnings to combined
fixed charges and preferred stock dividends for Unocal.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 * Consent of John F. Imle, Jr.
23.3 * Consent of Dennis P. R. Codon, Esq. (contained in his
opinion filed as Exhibit 5 to this Registration Statement).
24 * Power of Attorney.
25 * Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939, as amended, of the Senior
Trustee.
- ------------------------------
* Previously filed.
2
EXHIBIT 12.1
UNION OIL COMPANY OF CALIFORNIA AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings before cumulative effect of
accounting changes ........................ $ 125 $ 344 $ 197 $ 75 $ 491
Provision for income taxes ................. 170 268 153 139 84
Minority interest .......................... -- -- 5 6 26
----- ----- ----- ----- -----
Earnings subtotal (a) .................. 295 612 355 220 601
Fixed charges included in earnings:
Interest expense ..................... 275 304 379 395 419
Interest portion of rentals (b) ...... 50 55 61 67 60
----- ----- ----- ----- -----
Subtotal .......................... 325 359 440 462 479
Earnings available before fixed charges ... $ 620 $ 971 $ 795 $ 682 $1,080
----- ----- ----- ----- ------
----- ----- ----- ----- ------
Fixed charges:
Fixed charges included in earnings ... $ 325 $ 359 $ 440 $ 462 $ 479
Capitalized interest ................. 30 30 34 40 10
----- ----- ----- ----- ------
Total fixed charges ............... $ 355 $ 389 $ 474 $ 502 $ 489
----- ----- ----- ----- ------
----- ----- ----- ----- ------
Ratio of earnings to fixed charges (a) .... 1.7 2.5 1.7 1.4 2.2
<FN>
- -----------------------
(a) Includes pretax asset write-downs of: $ 71 $ 19 $ 50 $ 106 $ 127
The ratio of earnings, excluding asset
write-downs, to fixed charges would be: 1.9 2.5 1.8 1.6 2.5
(b) Calculated as one-third of operating
rental expense.
</TABLE>
EXHIBIT 12.2
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(Dollars in Millions)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings before cumulative effect of
accounting changes ........................ $ 124 $ 343 $ 196 $ 73 $ 401
Provision for income taxes ................. 170 268 153 139 84
Minority interest .......................... -- -- 5 6 21
---- ---- ---- ---- ----
Earnings subtotal (a) .................. 294 611 354 218 506
Fixed charges included in earnings:
Interest expense ....................... 275 304 379 395 419
Interest portion of rentals (b) ........ 50 55 61 67 60
---- ---- ---- ---- ----
Subtotal ............................ 325 359 440 462 479
Earnings available before fixed charges .... $ 619 $ 970 $ 794 $ 680 $ 985
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Fixed charges:
Fixed charges included in earnings ..... $ 325 $ 359 $ 440 $ 462 $ 479
Capitalized interest ................... 30 30 34 40 10
----- ----- ----- ----- -----
Total fixed charges .................. $ 355 $ 389 $ 474 $ 502 $ 489
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Ratio of earnings to fixed charges (a) ..... 1.7 2.5 1.7 1.4 2.0
<FN>
- -----------------------
(a) Includes pretax asset write-downs of: $ 71 $ 19 $ 50 $ 106 $ 127
The ratio of earnings, excluding asset
write-downs, to fixed charges would be: 1.9 2.5 1.8 1.6 2.3
(b) Calculated as one-third of operating
rental expense.
</TABLE>
EXHIBIT 12.3
UNOCAL CORPORATION AND CONSOLIDATED SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND
PREFERRED STOCK DIVIDENDS
(Dollars in Millions)
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Earnings before cumulative effect of
accounting changes .......................... $ 124 $ 343 $ 196 $ 73 $ 401
Provision for income taxes ................... 170 268 153 139 84
Minority interest ............................ -- -- 5 6 21
----- ----- ----- ----- -----
Earnings subtotal (a) .................... 294 611 354 218 506
Fixed charges included in earnings:
Interest expense ......................... 275 304 379 395 419
Interest portion of rentals (b) .......... 50 55 61 67 60
----- ----- ----- ----- -----
Subtotal ............................. 325 359 440 462 479
Earnings available before fixed charges ...... $ 619 $ 970 $ 794 $ 680 $ 985
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Fixed charges and preferred stock
dividends:
Fixed charges included in earnings ...... $ 325 $ 359 $ 440 $ 462 $ 479
Capitalized interest .................... 30 30 34 40 10
Preferred stock dividends, pre-tax basis. 58 58 26 -- --
Total fixed charges and preferred ----- ----- ----- ----- -----
stock dividends ..................... $ 413 $ 447 $ 500 $ 502 $ 489
----- ----- ----- ----- -----
----- ----- ----- ----- -----
Ratio of earnings to fixed charges and
preferred stock dividends (a) .............. 1.5 2.2 1.6 1.4 2.0
<FN>
- ---------------------
(a) Includes pretax asset write-downs of: $ 71 $ 19 $ 50 $ 106 $ 127
The ratio of earnings, excluding asset
write-downs, to fixed charges and
preferred stock dividends would be: 1.7 2.2 1.7 1.6 2.3
(b) Calculated as one-third of operating
rental expense.
</TABLE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in (i) this
Amendment No. 1 to the Registration Statement on Form S-3 of Union
Oil Company of California and Unocal Corporation (File Nos. 33-54861
and 33-54861-01, respectively) and (ii) Post-Effective Amendment No.
2 to the Registration Statement on Form S-3 of Union Oil Company of
California and Unocal Corporation (File Nos. 33-38505 and 33-38505-
01, respectively) of (a) our report dated February 14, 1994, on our
audits of the consolidated financial statements and financial statement
schedules of Union Oil Company of California and its subsidiaries as
of December 31, 1993 and 1992 and for each of the three years in the
period ended December 31, 1993, which report is included in Union Oil
Company of California's Annual Report on Form 10-K for the year
ended December 31, 1993; and (b) our report dated February 14, 1994,
on our audits of the consolidated financial statements and financial
statement schedules of Unocal Corporation and its subsidiaries as of
December 31, 1993 and 1992 and for each of the three years in the
period ended December 31, 1993, which report is included in Unocal
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993. Each of our reports for Union Oil Company of
California and Unocal Corporation includes an explanatory paragraph
with respect to the changes in methods of accounting for income taxes
in 1992 and for postretirement benefits other than pensions and for
postemployment benefits in 1993. We also consent to the reference to
our firm under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
Los Angeles, California
February 2, 1995
