SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: January 12, 1994
UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-8483 95-3825062
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1201 West Fifth Street, Los Angeles, California 90017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (213) 977-7600
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Item 5. Other Events
On January 12, 1994, Unocal Corporation issued the following
news release:
Contact: Barry Lane (Unocal)
213/977-7601
Jay Rosser(MESA)
214/969-2219
MESA AND UNOCAL SETTLE LITIGATION
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MESA Inc. and Unocal Corporation today jointly announced that
they have agreed to settle a lawsuit against MESA brought by
Unocal and a Unocal stockholder.
Both Unocal and MESA said that they believe the settlement is
in the best interests of their respective stockholders in light of
the uncertainties of litigation and other relevant circumstances.
Under the terms of the settlement, Unocal will receive $47.5
million in cash from MESA and other parties named in the lawsuit.
MESA's share of the payment will be $42.8 million. For the
purpose of settling the claim, MESA intends to issue and sell an
additional amount of its 12-3/4% Secured Discount Notes due in
1998 as permitted by the indenture governing the presently
outstanding notes.
After accounting for all fees and expenses related to the
litigation, Unocal expects to realize approximately $33 million
before tax from the settlement. MESA will reflect the loss from
the settlement in the fourth quarter of 1993.
The lawsuit alleged that the defendants had purchased and sold
Unocal common shares within a six-month period in 1985 in
transactions subject to Section 16(b) of the Securities Exchange
Act of 1934, resulting in alleged short-swing profits of
approximately $99 million that were recoverable by Unocal under
Section 16(b). The plaintiffs also asked the court, in its
discretion, to grant pre-judgment interest, which amount could
currently exceed $50 million. MESA contended that none of the
share transactions were subject to Section 16(b) and, further,
that no profit was realized. The lawsuit was filed in 1986.
The settlement must be approved by the United States District
Court for the Central District of California following notification
by Unocal to its security holders. It is expected that the
settlement will be effective in the first quarter of 1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNOCAL CORPORATION
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(Registrant)
by: Charles S. McDowell
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(Charles S. McDowell, Vice President
and Comptroller)
Dated: January 12, 1994
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