<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
UNOCAL CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
Unocal Corporation
1201 West 5th Street
Los Angeles, California 90017
[LOGO OF UNOCAL]
April 11, 1995
Dear Stockholder:
Please accept my personal invitation to attend our Annual Meeting of
Stockholders on Monday, May 22, 1995. This year's meeting will be held in the
auditorium of Unocal's Sugar Land, Texas office, at 14141 Southwest Freeway,
Sugar Land, Texas at 10:00 A.M.
Your vote is important. I urge you to complete, sign, and return the enclosed
proxy card. If you plan to attend the Stockholders Meeting, please complete and
return the business reply card enclosed with the Proxy Statement. That card
also provides space for any comments you may have on matters concerning Unocal.
I welcome your comments and assure you they will be considered.
Auditorium seating is limited. If you are a beneficial owner of Unocal stock
held by a bank, broker, or investment plan (with your stock held in "street
name") you may need proof of ownership to be admitted to the meeting. A recent
brokerage statement or a letter from the bank or broker are examples of proof
of ownership. Stockholders of record may be asked for identification for
admittance to the meeting.
I look forward to seeing you on May 22.
Sincerely,
/s/ RICHARD J. STEGEMEIER
Richard J. Stegemeier
Chairman
<PAGE>
NOTICE OF 1995
ANNUAL MEETING
OF STOCKHOLDERS
[LOGO OF UNOCAL]
Unocal Corporation
The Annual Meeting of Stockholders of Unocal Corporation (the "Company"), a
Delaware corporation, will be held in the auditorium at the Unocal's Sugar
Land, Texas office, 14141 Southwest Freeway, Sugar Land, Texas, on Monday, May
22, 1995, at 10:00 A.M., Central Time, for the following purposes:
(1) To elect five directors for three-year terms that expire in 1998 and to
elect one director for a two-year term that expires in 1997;
(2) To ratify the action of the Board of Directors in appointing Coopers &
Lybrand L.L.P. as the Company's independent accountants for 1995;
(3) To consider and act upon the stockholder proposals described in the
accompanying Proxy Statement if presented at the meeting; and
(4) To consider and act upon such other matters as may properly be brought
before the meeting and any adjournment thereof.
Only stockholders of record at the close of business on March 31, 1995 are
entitled to vote at the Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
/s/ DENNIS P. R. CODON
Dennis P. R. Codon
Vice President, General Counsel,
and Corporate Secretary
April 11, 1995
Los Angeles, California
<PAGE>
PROXY STATEMENT
[LOGO OF UNOCAL]
Unocal Corporation
1201 West 5th Street
Los Angeles, California 90017
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors and management of Unocal Corporation (the
"Company" or "Unocal"), a Delaware corporation, for use at the Annual Meeting
of Stockholders of the Company to be held on May 22, 1995 and any adjournment
thereof, pursuant to the Notice of the Meeting.
The Notice of Annual Meeting and the Proxy Statement, proxy card, and the
Company's 1994 Annual Report are being mailed to stockholders commencing on or
about April 11, 1995.
As of March 31, 1995, the Company had 245,271,842 shares of common stock
outstanding. Only common stockholders of record on the books of the Company at
the close of business on March 31, 1995 are entitled to vote at the meeting. A
stockholder of record is entitled to one vote for each share of common stock
owned. Pursuant to Delaware law, shares voted by brokers as to discretionary
matters only and shares abstaining will be counted as present for the purpose
of determining whether there is a quorum. With regard to the election of
directors, votes that are withheld will be excluded entirely from the vote and
will have no effect. Abstentions on items 2 (ratification of appointment of
independent accountants), 3 or 4 (stockholder proposals) will have the effect
of negative votes. The New York Stock Exchange has informed the Company that
the two stockholder proposals are "non-discretionary," and brokers who have
received no instructions from their clients do not have discretion to vote on
these items. Such broker "non votes" will not be counted as votes cast in
determining the outcome of the stockholder proposals.
GENERAL INFORMATION
This proxy is solicited by the Board of Directors. The cost of soliciting
proxies will be borne by the Company. In addition to solicitation by mail,
certain directors, officers, and regular and temporary employees of the Company
and its subsidiaries may solicit proxies by telephone, electronic mail,
personal interview, facsimile and other written communication. The Company also
has retained D. F. King & Co., Inc., New York, New York, to assist in the
solicitation of proxies for a fee estimated to be $15,000 plus reimbursement of
out of pocket expenses. The Board of Directors has appointed directors Mr.
MacDonald G. Becket, Dr. Donald P. Jacobs, and Mr. Frank C. Herringer as the
proxy holders for the 1995 meeting of stockholders.
The Company's general proxy voting policy is:
"Unocal's Board of Directors wishes to encourage stockholder participation
in corporate governance by ensuring the confidentiality of stockholder
votes. Therefore, the Company shall retain an independent third party to
receive and tabulate stockholder proxy votes. The manner in which any
stockholder votes on any particular issue shall, subject to any federal or
state law requirements, be strictly confidential."
1
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The Board of Directors considers that some stockholders may wish the Company
to know how they have voted and the Company, where possible, may wish to
inquire as to how stockholders have voted.
If you wish the Company to have access to your proxy card, you may check the
box marked "OPEN BALLOT" on the proxy card and your proxy will be made
available to the Company. Your vote will remain confidential if you do not
check the OPEN BALLOT box.
A stockholder who has returned a proxy may revoke it at any time before it is
voted at the meeting by executing a later-dated proxy, by voting by ballot at
the meeting, or by filing an instrument of revocation with the Inspector of
Elections.
ITEM 1.
ELECTION OF DIRECTORS
On March 27, 1995, the Board of Directors unanimously adopted an amendment to
the Bylaws increasing the number of directors from 12 to 13, effective May 22,
1995. The Board is divided into three classes. Directors in each class are
normally elected for three-year terms or until their successors are duly
elected and qualified. The Board has designated the directorship resulting from
the increase in the number of directors to be in the class of directorships
whose terms expire in 1997 in order to more nearly achieve equality of the
number of directors among the classes. Accordingly, five directors will be
elected at the Annual Meeting for terms expiring in 1998, and one director will
be elected for a term expiring in 1997.
Each of the six nominees has complied with the requirements of Article III,
Section 6 of the Company's Bylaws, which reads in part as follows:
". . . A nomination shall be accepted, and votes cast for a proposed
nominee shall be counted by the inspectors of election, only if the
Secretary of the Corporation has received at least 30 days prior to the
meeting a statement over the signature of the proposed nominee that such
person consents to being a nominee and, if elected, intends to serve as a
director. Such statement shall also contain the Unocal stock ownership of
the proposed nominee, occupations and business history for the previous
five years, other directorships, names of business entities of which the
proposed nominee owns a 10 percent or more equity interest, listing of any
criminal convictions, including federal or state securities violations, and
all other information required by the federal proxy rules in effect at the
time the proposed nominee submits said statement."
If the Corporate Secretary of the Company advises the Board that information
provided by any nominee is incomplete, that nominee may be disqualified to
stand for election as a director. If any nominee becomes unavailable to serve
as a director, and if the Board designates a substitute nominee, the proxy
holders will vote for the substitute nominee designated by the Board.
Information about the persons nominated for election as directors, as well as
those directors continuing in office, is set forth on the following pages. The
positions and titles are for both Unocal and Union Oil Company of California
unless otherwise stated.
Directors are elected by a plurality of the votes of the shares entitled to
vote on the election and present, in person or by proxy, at the Annual Meeting.
THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM FOR ALL SIX NOMINEES
UNLESS AUTHORIZATION TO VOTE FOR THE ELECTION OF ONE OR MORE NOMINEES HAS BEEN
WITHHELD.
2
<PAGE>
NOMINEES FOR DIRECTOR--TERMS TO EXPIRE 1998
FRANK C. HERRINGER
President and Chief Executive Officer
Transamerica Corporation (insurance and financial services)
Age: 52
Director since 1989
Mr. Herringer has been President of Transamerica Corporation since April
1986. He also has been Chief Executive Officer of Transamerica Corporation
since April 1991 and a director of Transamerica Corporation since June
1986. Mr. Herringer is also a director of Pacific Telesis Group, and was a
director of Sedgwick Group plc through May 1994.
JOHN F. IMLE, JR.
President
Age: 54
Director since 1988
Mr. Imle was named President of the Company in July 1994 and assigned to
direct the Company's growth activities and certain corporate staff groups
in the newly created Office of the Chief Executive Officer. From June 1992
until July 1994 he served as Executive Vice President of the Company and
President of the Energy Resources Division, which encompassed the Company's
worldwide oil, gas, and geothermal businesses. Mr. Imle was Senior Vice
President from October 1988 until his appointment as Executive Vice
President.
DONALD P. JACOBS
Dean, J. L. Kellogg Graduate School of Management
Northwestern University
Age: 67
Director since 1972
Dr. Jacobs is also a director of Commonwealth Edison Company, First Chicago
Corporation and its subsidiary, First National Bank of Chicago, Hartmarx
Corporation, Pet, Inc., UDC Homes, Inc., and Whitman Corporation.
J. STEVEN WHISLER
Senior Vice President
Phelps Dodge Corporation (copper mining)
Age: 40
Mr. Whisler has been Senior Vice President of Phelps Dodge Corporation, a
major international mining and manufacturing company, and President of
Phelps Dodge Mining Company, its largest division, since 1991. He was
Senior Vice President and General Counsel of Phelps Dodge Corporation from
1988 until 1991. Mr. Whisler is a director of First Interstate Bank of
Arizona, N.A.
MARINA V.N. WHITMAN
Professor of Business Administration and Public Policy, University of Michigan
Age: 60
Director since 1993
Dr. Whitman has been a Professor at the University of Michigan since
September 1992. Prior thereto, she spent 13 years at General Motors
Corporation, 6 years as Vice President and Chief Economist and 7 years as
Vice President and Group Executive, Public Affairs Staffs. She was a member
of the President's Advisory Committee on Trade Policy and Negotiations and
currently serves on the Advisory Council of the Office of Technology
Assessment of the U.S. Congress. She is currently a director of Aluminum
Company of America, Procter & Gamble Company, Chemical Banking Corporation
and Browning-Ferris Industries, Inc., and is a member, director or trustee
of several educational and professional organizations.
3
<PAGE>
NOMINEE FOR DIRECTOR--TERM TO EXPIRE 1997
JOHN W. CREIGHTON, JR.
President and Chief Executive Officer
Weyerhaeuser Company (forest products)
Age: 62
Mr. Creighton has been President since 1988 and Chief Executive Officer
since 1991 of Weyerhaeuser Company. He is also a director of Washington
Energy Company, Portland General Corporation, Quality Food Centers, Inc.
and MIP Properties, Inc.
CONTINUING DIRECTORS--TERMS TO EXPIRE 1997
JOHN W. AMERMAN
Chairman and Chief Executive Officer
Mattel, Inc. (children's toys)
Age: 63
Director since 1991
Mr. Amerman has been Chairman of the Board and Chief Executive Officer of
Mattel, Inc. since February 1987 and a director of Mattel, Inc. since
November 1985.
ROGER C. BEACH
Chief Executive Officer
Age: 58
Director since 1988
Mr. Beach was named Chief Executive Officer in May 1994. He heads the
Office of the Chief Executive Officer, formed in July 1994. He served as
President and Chief Operating Officer from June 1992 until May 1994. Mr.
Beach was appointed President of the Unocal Refining & Marketing Division
in April 1986, and from May 1987 also served as Senior Vice President of
the Company.
MACDONALD G. BECKET, F.A.I.A.
Former Chairman and Chief Executive Officer
The Becket Group (architects and engineers)
Age: 66
Director since 1988
Mr. Becket was Chairman and Chief Executive Officer of The Becket Group
from 1969 to 1988. Welton Becket Associates, a subsidiary of The Becket
Group, was a major architectural and engineering firm. The firm merged in
1987 with Ellerbe, Inc., forming Ellerbe Becket, now the largest
architectural firm in the United States. At the present time, Mr. Becket is
acting as a consulting architect on various architectural, construction and
real estate related projects.
CONTINUING DIRECTORS--TERMS TO EXPIRE 1996
MALCOLM R. CURRIE
Former Chairman and Chief Executive Officer
Hughes Aircraft Company (defense and space electronics)
Age: 68
Director since 1990
Dr. Currie was Chairman and Chief Executive Officer of Hughes Aircraft
Company, a wholly-owned subsidiary of General Motors Corporation, from May
1988 through June 1992. Dr. Currie is also a director of Investment Company
of America, L.S.I. Logic Corporation and U.S. Electricar. He is Chairman of
the Board of Trustees of the University of Southern California.
4
<PAGE>
NEAL E. SCHMALE
Chief Financial Officer
Age: 48
Director since 1991
Mr. Schmale was named Chief Financial Officer in July 1994, joining the
newly created Office of the Chief Executive Officer. He served as Senior
Vice President of the Company from July 1988 to July 1994. Mr. Schmale was
President of the Petroleum Products and Chemicals Division (which
encompassed Refining and Marketing and Chemicals and Minerals operations)
from June 1992 until July 1994. He was President of the Unocal Chemicals &
Minerals Division from May 1991 to June 1992.
RICHARD J. STEGEMEIER
Chairman of the Board
Age: 67
Director since 1980
Mr. Stegemeier has been Chairman of the Board since April 1989. He served
as Chief Executive Officer from August 1988 until his retirement as an
employee in May 1994. From December 1985 to June 1992 he was President. Mr.
Stegemeier is also a director of First Interstate Bancorp, Northrop Grumman
Corporation, Outboard Marine Corporation, Halliburton Corporation and
Foundation Health Corporation.
CHARLES R. WEAVER
Former Chairman of the Board and Chief Executive Officer
The Clorox Company (household consumer products)
Age: 66
Director since 1990
Mr. Weaver was Chairman of the Board of the Clorox Company from April 1986
and Chief Executive Officer of the Clorox Company from October 1985 until
his retirement in June 1992. He is also a director of Potlatch Corporation.
BOARD AND COMMITTEE MEETINGS
The Board of Directors met nine times in 1994. Mr. Imle, whose duties
required extensive overseas travel in 1994, attended 72% of the meetings of the
Board and the committees on which he served. All other directors attended at
least 83% of the total number of meetings of the Board and the committees on
which they served.
The Board of Directors has the following standing committees:
Accounting, Auditing & Ethics Committee. Messrs. Weaver (Chairman), Amerman,
Becket and Dr. Whitman. The Committee, composed entirely of non-employee
directors, met seven times in 1994. Its primary functions are (a) to
periodically review the Company's accounting, financial reporting, and control
policies and procedures, (b) to recommend to the Board of Directors the firm of
certified public accountants to be retained as the Company's independent
auditors, and (c) to review Company policies and procedures relating to
business conduct and conflicts of interest. The Committee meets separately with
the Company's independent certified public accountants and the internal audit
staff.
Board Governance Committee. Messrs. Herringer (Chairman), Amerman, Dr. Jacobs
and Dr. Whitman. The Committee, composed of four non-employee directors, met
two times in 1994. In July 1994, the Committee succeeded the former Nominating
Committee (which met once in 1994), and its role has been expanded. The
Committee recommends the composition, role, structure and procedures of the
Board of Directors and Board committees and recommends candidates for election
as directors of the Company. The Committee's policy is to consider qualified
candidates including those submitted by stockholders. Stockholders may
recommend candidates by writing to the Corporate Secretary.
5
<PAGE>
Executive Committee. Messrs. Beach (Chairman), Amerman, Currie and Herringer.
The Committee, composed of three non-employee Directors and the Chief Executive
Officer, was formed in July, 1994, and did not meet in 1994. During the periods
between Board meetings, the Executive Committee has the powers and authority of
the Board, except for those powers specifically reserved to the full Board by
the Delaware General Corporation Law and the Bylaws.
Health, Environment & Safety Committee. Messrs. Becket (Chairman), Amerman,
Weaver and Dr. Whitman. The Committee, composed entirely of non-employee
directors, met three times in 1994. Its primary functions are to review (a)
activities of the Health, Environment & Safety Department, (b) with the
Company's General Counsel, any environmental legislation or matters that could
significantly impact the Company, (c) reports of significant environmental
issues involving the Company, and (d) the findings of any examination by
regulatory agencies.
Management Committee. Messrs. Beach (Chairman), Imle and Schmale. The
Committee, composed of three employee directors, met 27 times in 1994. In July
1994, the Management Committee succeeded the former executive committee, which
met 28 times in 1994. During the periods between Board meetings, the Management
Committee generally has the powers and authority of the Board, except for those
powers specifically reserved to the full Board by the Delaware General
Corporation Law and the Bylaws, and subject to approval limits established by
the Board.
Management Development & Compensation Committee. Drs. Jacobs (Chairman),
Currie and Mr. Herringer. The Committee, composed entirely of non-employee
directors, met five times in 1994. Its primary functions are establishing the
base salaries of senior officers and administering all executive incentive
compensation programs. The Committee also reviews the performance of and
succession plans for senior management. The Committee retains an outside
consultant to advise it.
Retirement Plan Committee. Dr. Claude S. Brinegar (Chairman), Mr. Becket, Dr.
Jacobs, Messrs. Stegemeier and Weaver. The Committee is composed of three non-
employee directors. Mr. Stegemeier served as an officer through April 1994, and
Mr. Brinegar served as an officer through April 1992. The Committee met three
times in 1994. Its primary function is to control and manage the assets of the
Company's Retirement Plan, which includes setting investment objectives,
establishing asset allocation strategy, and selecting and replacing investment
managers, consultants, and trustees.
DIRECTORS' COMPENSATION
Directors who are also employees of the Company receive no additional
compensation for services as directors. During 1994, except as discussed in the
following paragraph, each non-employee director received an annual retainer fee
of $18,000. Each non-employee director also received a fee of $1,500 for each
Board meeting attended, except that each received $4,500 for attending the
December 5, 1994 Board Meeting. Non-employee committee members received a fee
of $1,000 for each committee meeting attended. In addition, each non-employee
committee chairman received an annual retainer fee of $4,000. All directors are
reimbursed for actual out-of-pocket expenses incurred in attending meetings and
Company business. Effective January 1, 1995, the fee for each one-day Board
meeting attended remains at $1,500, and the fee for each two-day Board meeting
attended is $6,000. Also effective January 1, 1995, the annual retainer fee for
each non-employee committee chairman is $6,000. The annual retainer and
committee meeting attendance fees for 1995 remain the same as the 1994 fees.
Mr. Stegemeier has a contract effective May 1994 through May 1995 under which
he is compensated for continuing as Chairman of the Board subsequent to his
retirement as an officer of the Company. This compensation is in lieu of the
compensation provided to non-employee directors described in the preceding
paragraph. The contract provides for $110,000 to be paid in equal monthly
installments, a secretary, and reimbursement of expenses.
Mr. Brinegar, whose term expires at the Annual Meeting, had a consulting
contract with the Company that expired April 30, 1994, under which he was paid
$12,500 in four monthly installments in 1994.
6
<PAGE>
On April 29, 1991, the Company's stockholders approved the Directors'
Restricted Stock Plan (the "Plan") for non-employee directors. The Plan has a
term of 10 years and is administered by the Management Committee. The Plan
provides for compensation in addition to the cash fees described above in the
form of a grant of restricted shares of common stock equal in value to 20
percent of the director's fees. A director can also make an annual election to
defer all or a portion of his or her cash fees into restricted stock. This
gives non-employee directors an opportunity to increase their stockholdings,
which further aligns the interests of non-employee directors with those of
other stockholders. In return for forgoing immediate cash compensation, each
director receives restricted stock equal in value to 120 percent of the
compensation deferred. A plan amendment, effective upon the implementation of
the new rules under Section 16 of the Securities Exchange Act of 1934, will
reduce the amount of the stock received to 110 percent of the value of the
compensation deferred. Six non-employee directors elected to defer 100% of
their director fees for the period May 1, 1994 to June 1, 1995.
The aggregate number of shares that may be issued under the Plan is 300,000.
The shares issued are restricted for five years. Such shares cannot be sold,
transferred, or pledged during the restriction period and are subject to
forfeiture if the director resigns or chooses not to stand for election during
the restriction period.
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows the beneficial ownership of shares of the Company's
common stock as of March 15, 1995 by all directors and nominees for directors,
named executive officers and by all directors and executive officers as a
group.
<TABLE>
<CAPTION>
SOLE VOTING SHARED VOTING
OR OR ACQUIRABLE
INVESTMENT INVESTMENT WITHIN 60
NAME POWER POWER DAYS(C)
---- ----------- ------------- ----------
<S> <C> <C> <C>
John W. Amerman.......................... 3,887 1,000
Roger C. Beach........................... 9,583 40,044 144,455
MacDonald G. Becket...................... 3,328
Claude S. Brinegar....................... 24,990 31,203
Dennis P. R. Codon....................... 4,590 8,113 22,950
John W. Creighton, Jr.................... 1,000
Malcolm R. Currie........................ 6,209 1,200
Frank C. Herringer....................... 11,097(A)
John F. Imle, Jr......................... 19,038 41,814 128,540
Donald P. Jacobs......................... 13,178 3,483(B)
John W. Schanck.......................... 10,276 10,495 24,623
Neal E. Schmale.......................... 16,013 32,361 87,876
Richard J. Stegemeier.................... 49,648 155,166 293,958
Charles R. Weaver........................ 10,359
J. Steven Whisler........................ 2,000
Marina v.N. Whitman...................... 2,949
All directors, nominees for directors and
executive officers as a group (18
persons, including those listed
above)(D)............................... 188,443 298,923 728,234
</TABLE>
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(A) Includes 400 shares held by Mr. Herringer as custodian for his daughter.
(B) Dr. Jacobs disclaims beneficial ownership of these shares, which are held
directly by his wife.
(C) Reflects the number of shares that could be purchased by exercise of
options presently exercisable or exercisable within 60 days from March 15,
1995. Includes 287,132 shares represented by options with an exercise price
above the closing market price on March 15, 1995.
(D) Shares beneficially owned by all directors, director nominees and executive
officers as a group are less than 1 percent of common stock outstanding. No
shares of the Company's preferred stock are owned by directors, director
nominees or executive officers.
7
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE
This report of the Management Development and Compensation Committee of the
Board of Directors (the "Committee") describes the executive compensation
programs and policies of the Company. The Management Incentive Program,
approved in 1991 by 88.8 percent of the Company's voting stockholders,
comprises the Company's long and short-term incentive compensation programs.
Key elements of the administrative process and the compensation programs are:
. Committee members are non-employees
. Salaries are based on comparison with petroleum industry averages
. Short and long-term incentives are linked to share price performance
. Annual bonus plan and performance share program are based on Unocal's
return to stockholders compared to that of a peer group of companies
. Stock Option Program mandates share ownership after exercise, except for
participants age 60 and older
. Committee retains and is assisted by an outside consultant
The Committee, composed entirely of non-employee directors, is responsible
for setting and administering the annual and long-term compensation programs.
The Committee reviews and determines executive officer salaries and awards
under the Management Incentive Program. The Committee is assisted by an outside
consultant. The consultant and the Chief Executive Officer are present at
Committee meetings but cannot vote. The Committee meets outside the presence of
the Chief Executive Officer on certain matters including CEO compensation and
certain succession issues. The Committee met five times in 1994.
The Management Incentive Program grew out of a major review of the Company's
businesses and their potential to create value for the stockholder. Based on
the results of this review, management established a set of stockholder value-
based priorities for the Company. The Management Incentive Program was
developed to reinforce these priorities. The Program explicitly links short and
long-term incentive compensation to the Company's share price and its return to
stockholders (share price appreciation plus dividends) compared to that of a
group of 19 companies in energy and energy-related businesses (the "Peer
Group"). The group as a whole is designed to have a business mix that is
similar to that of Unocal. The effects of commodity price changes and other
external events should be similar for Unocal. The companies comprising the Peer
Group are reviewed periodically and changed as the lines of business of these
companies, and of Unocal, change. Prior to 1993 the Peer Group consisted of 16
companies. As the result of the acquisition of one of the Peer Group companies
by another company, it is anticipated that for 1995 the Peer Group will consist
of 18 companies.
The Committee has been advised that stock options under the Long-Term
Incentive Plan currently satisfy Internal Revenue Service guidelines and thus
remain deductible expenses under the performance-based Compensation
requirements of new Section 162(m) of the Internal Revenue Code. Under the
Incentive Compensation Plan, the Committee has removed its discretion to
increase awards where such discretion would limit deductibility under Section
162(m). The Committee has taken steps to make grants of performance share
awards under the Long-Term Incentive Plan in 1994 and thereafter consistent
with IRS requirements for deductibility. It is the Committee's belief and
intention that all executive compensation will be fully deductible in 1994 and
1995 under current guidelines and assumptions.
SALARY
The base salaries of the CEO and the other named executive officers are
established annually and when there is a significant change in the executive's
responsibilities. The Committee reviews the
8
<PAGE>
responsibilities, experience and performance of the officers. The Committee
also examines survey data on the compensation paid by a group of thirteen
integrated petroleum companies for similar positions. These Companies are used
because they voluntarily participate in a salary survey compiled by a third-
party consultant. Nine of these companies are also currently part of the Peer
Group used for purposes of comparing stockholder returns. The objective of the
Committee is to establish base salaries that are near the mean paid by these
thirteen companies, with adjustments for reporting relationships,
responsibilities, job scope and inflation since the last survey data. After
increases to the base salaries of the executive officers as a group and for the
CEO were made in 1994, the salaries of those officers as a group and that of
the CEO were lower than the estimated mean of comparative salaries for the
thirteen companies.
REVISED INCENTIVE COMPENSATION PLAN
The Company's stockholders approved the Revised Incentive Compensation Plan,
the Company's annual bonus plan for senior and middle management, as part of
the Management Incentive Program on April 29, 1991. Each award period under the
Plan is one year. Total cash awards under the Plan are determined in part by
comparing the Company's return to stockholders with the average return achieved
by the Peer Group.
The Committee establishes individual target awards for the CEO, the named
executive officers, and the other participants. The sum of these awards is the
target fund for the annual award period. Each target award is based on the
executive's position, responsibilities and the annual bonuses awarded by the
thirteen petroleum companies used for comparing executive compensation.
The actual fund available for awards is initially established by how the
Company's return to stockholders compares to that of the Peer Group. For 1994
the Company's comparative return to stockholders was 97 percent of that of the
Peer Group. The Committee may then reduce the fund if the Company's adjusted
return on average stockholder equity does not meet the requirement established
by the Committee, which was 10.5 percent for 1994. The Company's adjusted
return on average stockholder equity for 1994 was 8.7 percent. Therefore, the
fund was reduced from 97% to 80% of the target fund. The available fund is
allocated to participants based on individual performance and achievement of
established goals. The CEO's award of $264,367 was 80 percent of his target
award, and he elected to defer 50% of the award into restricted stock.
A recipient may elect to receive up to 50 percent of the award in the form of
restricted stock. The restriction period is five years. The award is forfeited
if the recipient resigns or is terminated for cause prior to the end of the
restriction period. The forfeiture provision does not apply to participants
retiring at or after age 65. Amounts deferred into restricted stock are
augmented by 20 percent to compensate for the risk of forfeiture. In 1993, the
current CEO elected to have the maximum, 50 percent, of his 1994 award deferred
into restricted stock. The Company's executive officers, eight as of the end of
1994, including the CEO, elected to receive, an average of 29 percent of their
awards as restricted stock.
LONG-TERM INCENTIVE PLAN OF 1991
The Long-Term Incentive Plan of 1991 (the "1991 Plan") was also approved by
the Company's stockholders as part of the Management Incentive Program. The
1991 Plan has a term of 10 years and is administered by the Committee. Awards
may be in the form of non-qualified stock options, performance shares and
restricted stock. For each type of award, compensation is linked to the
performance of the Company's common stock and increases in stockholder value.
The Committee granted a target number of performance share units to the CEO
and the named executive officers for the 1991 through 1994 performance period.
Each unit is the equivalent of one share of the Company's common stock. The
target awards are dependent on the executive's level of responsibility and base
compensation. The current CEO's target was 6,172 units.
9
<PAGE>
Awards are determined by how the Company's return to stockholders for the
four-year performance period compares to that of the Peer Group. The maximum
percentage of the target award that can be paid is 200 percent of the awards
granted. During the 1991 to 1994 performance period Unocal's average annual
return to stockholders was slightly above that of the Peer Group. For that
performance period, 101 percent of the target number of performance shares was
paid to the participants, including the CEO.
The CEO and the named executive officers have also received non-qualified
stock options under the 1991 Plan as well as under the predecessor plan, the
Long-Term Incentive Plan of 1985. The Committee determines eligible
participants and the number of options to be granted. Option grants are
normally made in March. Prior option grants are not considered in making these
awards. The only numerical restriction on grants is the total number of shares
available under the Plan. The option exercise price is the fair market value on
the date of grant. Exercise of the option results in compensation to the
employee only if the fair market value on the date of exercise exceeds the
price on the date granted.
The number of options granted to the executive officers as a group is
determined by reviewing option grants for similar level positions by the
thirteen companies. The compensation value of the option grants to the
executive officers as a group is also compared to option grants and
compensation data available from the proxy data of other large public
companies. Since the total number of shares available under the Long-Term
Incentive Plan is less than 5% of the outstanding shares, individual grants
during the term of the plan are not of such magnitude as to warrant review of
possible dilutive effects on the Company's stock.
In order to further promote share ownership by management, the Plan requires
that for grants made in 1991 and thereafter, 50 percent of the gain realized
upon exercise be paid as restricted stock. The restriction period is five years
and the award is forfeited if the recipient resigns or is terminated for cause
prior to the end of the restriction period. A recipient who is 60 years or
older at the date of exercise receives unrestricted shares. In 1994, Mr. Beach
did not exercise any options.
PAY FOR PERFORMANCE
In 1994 the Company adopted a Pay for Performance program covering
substantially all regular full-time U.S.-payroll employees and most non-U.S.
employees. Under the program, employees can receive from 0% to 12% of their
base pay if cash flow and other pre-established performance targets are met.
The target awards of participants in the Incentive Compensation Plan are
reduced by 6% of base pay to reflect potential payments under this program.
For 1994, Pay for Performance resulted in an average payout of 6.25% of base
pay. This reflected the attainment of performance goals that were aligned with
increasing stockholder values, including increased cash flow. The 1994 payout
for the CEO was $37,858.
As described above, Unocal aligns management and stockholder interests by
linking executive incentive compensation programs directly to share price and
the creation of stockholder value. The Long-Term Incentive Plan of 1991 also
provides for grants of restricted stock to middle managers whose performance
and potential is exceptional. The restriction period is 10 years and the award
is forfeited if the recipient resigns or is removed for cause prior to the end
of the restriction period. In addition, the Company has incentive programs for
other employees that focus on real contributions to the success of the Company
and its stockholders.
The Management Development
and Compensation Committee
of the Board of Directors
Donald P. Jacobs
Malcolm R. Currie
Frank C. Herringer
10
<PAGE>
PERFORMANCE GRAPH
CUMULATIVE RETURN TO STOCKHOLDERS*
December 31, 1989 to December 31, 1994
[PERFORMANCE GRAPH HERE]
<TABLE>
<CAPTION>
AT DECEMBER 31,
1989 1990 1991 1992 1993 1994
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Unocal..................................... $100 $90 $83 $93 $104 $105
S&P Domestic Integrated Oil Cos............ 100 97 86 92 96 102
S&P 500 Composite.......................... 100 97 126 136 149 152
</TABLE>
*Share price changes plus reinvested dividends.
NOTE: The S&P Domestic Integrated Oil Index consists of 11 companies,
including Unocal, 8 of which are also part of the Peer Group. The S&P
index is used for this presentation because the SEC-mandated methodology
for the performance graph differs from that used to compare Unocal and
Peer Group performance for certain compensation purposes.
The preceding report of the Compensation Committee and performance graph
shall not be deemed incorporated by reference into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, notwithstanding
any general incorporation by reference of this Proxy Statement into any other
document or its inclusion as an exhibit thereto.
11
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION (A) LONG-TERM COMPENSATION
-------------------------- --------------------------------------
AWARDS PAYOUTS
------------------------ -------------
RESTRICTED SECURITIES ALL OTHER
NAME AND STOCK UNDERLYING LTIP COMPEN-
PRINCIPAL SALARY BONUS AWARDS OPTIONS PAYOUTS SATION
POSITION YEAR (DOLLARS) (DOLLARS) (B) (DOLLARS) (C) NUMBER (DOLLARS) (D) (DOLLARS) (E)
--------- ---- --------- ------------- ------------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard J. Stegemeier... 1994 $288,333(F) $206,012(F) $ 0 None $406,503 $9,000(F)
Former Chief Executive 1993 850,000 255,000 311,383 69,053 395,240 13,048
Officer 1992 805,000 287,500 373,206 92,537 818,330 9,858
Roger C. Beach.......... 1994 641,667 170,042 165,279 46,436 166,023 9,000
Chief Executive Officer 1993 541,667 210,000 109,918 34,080 133,392 12,988
1992 416,250 192,500 107,109 27,582 268,861 10,345
John F. Imle, Jr........ 1994 438,333 171,862 None 30,512 163,306 9,000
President 1993 416,667 205,000 None 25,466 130,871 12,915
1992 370,833 100,000 129,818 27,164 263,014 10,317
Neal E. Schmale......... 1994 333,333 71,667 65,018 22,095 125,189 9,000
Chief Financial Officer 1993 313,333 85,000 103,813 17,917 96,086 12,788
1992 283,333 75,000 97,377 18,269 180,676 10,566
John W. Schanck......... 1994 232,500 48,020 43,762 11,145 67,329 7,690
Group Vice President, 1993 195,504 40,000 48,868 8,321 31,110 9,059
Oil & Gas Operations 1992 176,754 40,500 52,592 9,008 None 9,844
Dennis P. R. Codon...... 1994 236,667 50,460 30,026 10,427 53,799 9,000
Vice President, General 1993 213,333 52,000 27,500 8,421 33,473 11,551
Counsel and Corporate 1992 162,917 48,600 7,016 7,104 None 8,183
Secretary
</TABLE>
- --------
(A) Perquisites are excluded as their value did not meet the reporting
threshold of the lesser of $50,000 or 10 percent of salary plus bonus.
(B) Amounts consist of cash payments pursuant to the Revised Incentive
Compensation Plan and the Pay for Performance program. Amounts deferred
into restricted stock under the Revised Incentive Compensation Plan appear
in the "Restricted Stock Awards" column. See also footnote C. The Pay for
Performance program, applicable to nearly all Company employees, became
effective in 1994. The program provides payments to employees when specific
goals, including a cash flow threshold, are met.
(C) Restricted stock awards may be elected in lieu of cash bonus payments under
the Revised Incentive Compensation Plan. Amounts deferred into restricted
stock are augmented by 20 percent to compensate for the risk of forfeiture.
The number of restricted shares is determined using the average closing
price of the last 30 trading days of the year. Valuation for purposes of
this disclosure is based on the closing market price on the date of the
award. Aggregate restricted stockholdings and value (at closing market
price on December 30, 1994): Mr. Stegemeier, none; Mr. Beach 15,480 shares,
$421,830; Mr. Imle 7,149 shares, $194,810; Mr. Schmale 11,151 shares,
$303,865; Mr. Schanck 12,181 shares, $331,932; and Mr. Codon 8,084 shares,
$220,289. Dividends are paid on restricted stock.
(D) Represents payout of performance share units under the Long-Term Incentive
Plan of 1985.
(E) Allocation of Company's contributions to Unocal Savings Plan.
(F) Amount is compensation paid to Mr. Stegemeier as an officer through April
30, 1994, when he retired as an employee. Compensation for services as a
director subsequent to April 30, 1994 is discussed under "Directors'
Compensation" on page 6.
12
<PAGE>
OPTION GRANTS IN 1994
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
PERCENT AT ASSUMED ANNUAL RATES
NUMBER OF OF TOTAL OF STOCK PRICE APPRECIATION
SECURITIES OPTIONS FOR OPTION TERM(C)
UNDERLYING GRANTED TO EXERCISE (DOLLARS)
OPTIONS EMPLOYEES PRICE EXPIRATION ---------------------------
NAME GRANTED(A) IN 1994(B) ($/SHARE) DATE 5% 10%
---- ---------- ---------- --------- ---------- ---------------------------
<S> <C> <C> <C> <C> <C> <C>
Mr. Beach............... 46,436 5.67% $26.375 3/28/2004 $770,239 $1,951,937
Mr. Imle................ 30,512 3.72 $26.375 3/28/2004 506,106 1,282,572
Mr. Schmale............. 22,095 2.70 $26.375 3/28/2004 366,492 928,763
Mr. Schanck............. 11,145 1.36 $26.375 3/28/2004 184,863 468,480
Mr. Codon............... 10,427 1.27 $26.375 3/28/2004 172,954 438,299
</TABLE>
<TABLE>
<CAPTION>
ASSUMED PRICE APPRECIATION
------------------------------
5% 10%
-------------- ---------------
<S> <C> <C>
Assumed price per
share on
3/28/2004......... $ 42.96 $ 68.41
Gain on one share
valued at $26.375
on 3/28/94........ $ 16.59 $ 42.03
Gain on all shares
(based on
244,198,701 shares
outstanding at
12/31/94)......... $4,050,547,243 $10,264,881,990
Gain for all 1994
optionees (based
on 819,628
options).......... $ 13,595,248 $ 34,453,028
Optionee gain as a
percentage of
total shareholder
gain.............. 0.3% 0.3%
</TABLE>
- --------
(A) The options were granted pursuant to the Long-Term Incentive Plan of 1991.
The exercise price of the options is the average of the highest and lowest
trading price of transactions in Unocal common stock as reported in the New
York Stock Exchange Composite Transactions quotations for the date of
grant. The maximum option exercise period is ten years from the date of the
grant. The optionees may pay for option stock with cash, Unocal stock they
already own, or with proceeds from the sale of stock acquired by exercise
of the option (a cashless exercise). The options become exercisable in four
equal installments. The first 25% became exercisable on 9/28/94 and the
remaining options become exercisable in equal installments on 3/28/95,
3/28/96 and 3/28/97. Vesting of options ceases upon termination of
employment. A participant who exercises an option prior to age 60 receives
50% of the share price appreciation in the form of restricted stock. The
options cease to be exercisable upon termination of employment, with the
following exceptions: a participant who retires at or after age 65 or under
conditions determined by the Committee to be for the convenience of the
Company is granted three years in which to exercise the options.
(B) Total options granted in 1994: 819,628.
(C) Use of the assumed stock price appreciation of 5% and 10% each year for the
option period is required by Securities and Exchange Commission Regulation
S-K. No valuation method can accurately predict future stock price or
option values because there are too many unknown factors. If the stock
price does not increase, the options will have no value.
13
<PAGE>
AGGREGATED OPTION/SAR EXERCISES IN 1994 (A)
AND DECEMBER 31, 1994 OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF IN-THE-
NUMBER OF SECURITIES MONEY OPTIONS
UNDERLYING UNEXERCISED AT 12/31/94(C)
OPTIONS AT 12/31/94(B) (DOLLARS)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Mr. Stegemeier.............. 293,958 None $1,103,956 $ 0
Mr. Beach................... 87,431 58,762 190,083 73,998
Mr. Imle.................... 107,755 42,407 426,684 62,892
Mr. Schmale................. 78,647 30,094 329,433 43,327
Mr. Schanck................. 17,505 14,770 31,310 21,529
Mr. Codon................... 16,463 13,804 26,125 18,052
</TABLE>
- --------
(A) No options were exercised in 1994 by a named executive officer. There are
no outstanding SARs.
(B) Includes options with exercise prices greater than market price on December
30, 1994.
(C) The price of $27.25, which was the closing price of Unocal common stock as
reported in the New York Stock Exchange Composite Transaction quotations on
December 30, 1994, was used to value options.
LONG-TERM INCENTIVE PLANS--AWARDS IN 1994
<TABLE>
<CAPTION>
PERFORMANCE PERIOD UNTIL THRESHOLD TARGET MAXIMUM
SHARE UNITS MATURATION NUMBER NUMBER OF NUMBER
NAME (NUMBER)(A) OR PAYOUT OF SHARES SHARES OF SHARES
- ---- ----------- ------------ --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Mr. Stegemeier........... 24,006(B) 12/31/97 0 24,006 48,012
Mr. Beach................ 14,468 12/31/97 0 14,468 28,936
Mr. Imle................. 9,300 12/31/97 0 9,300 18,600
Mr. Schmale.............. 6,600 12/31/97 0 6,600 13,200
Mr. Schanck.............. 3,900 12/31/97 0 3,900 7,800
Mr. Codon................ 3,663 12/31/97 0 3,663 7,326
</TABLE>
- --------
(A) The actual number of performance shares paid out is based on the Company's
return to stockholders for the four year performance period compared to
that of a group of peer companies selected by the Compensation Committee.
The formula for determining the payout percentage is: [1 + (5 times
Unocal's average annual return to stockholders)] divided by [1 + (5 times
the average annual return to stockholders for the 19 peer group
companies)]. Return to stockholders is defined as share price appreciation
plus reinvested dividends.
(B) If a participant retires at or after age 65 and before the end of the 48-
month performance period (12/31/97) the award is prorated for the actual
number of months of service. Since Mr. Stegemeier retired as an officer May
1, 1994, the number of his performance share units and the target number of
shares were reduced to 1,955, and the maximum number of shares was reduced
to 3,910.
14
<PAGE>
PENSION PLAN BENEFITS
ESTIMATED ANNUAL RETIREMENT BENEFITS
<TABLE>
<CAPTION>
YEARS OF SERVICE
COVERED --------------------------------------------------------
COMPENSATION (A) 25 30 35 40 45
---------------- -------- -------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$ 50,000 $ 30,100 $ 32,900 $ 36,100 $ 40,100 $ 44,100
100,000 50,100 56,900 64,100 72,100 80,100
200,000 90,100 104,900 120,100 136,100 152,100
400,000 170,100 200,900 232,100 264,100 296,100
600,000 250,100 296,900 344,100 392,100 440,100
800,000 330,100 392,900 456,100 520,100 584,100
1,000,000 410,100 488,900 568,100 648,100 728,100
1,200,000 490,100 584,900 680,100 776,100 872,100
1,400,000 570,100 680,900 792,100 904,100 1,016,100
1,600,000 650,100 776,900 904,100 1,032,100 1,160,100
</TABLE>
- --------
(A) Covered compensation is the annual average compensation in the three
highest paid years out of the last ten years preceding retirement.
The Company has a noncontributory defined benefit retirement plan covering
substantially all employees that provides participants with retirement benefits
based on a formula relating such benefits to compensation and years of service.
The amount of these benefits is limited by the Employee Retirement Income
Security Act of 1974 and the Internal Revenue Code. Where that occurs, the
Company has a retirement supplement designed to maintain total retirement
benefits at the Retirement Plan formula level. The estimated annual benefits
from the plans described above and Social Security to participants at age 65 or
older, including all persons named in the Summary Compensation Table, are shown
in the table above. The benefits shown are payable in the form of a straight
life annuity.
The compensation used for pension purposes consists of the amounts shown in
the Salary and Bonus columns of the Summary Compensation Table. Also included
in covered compensation is the amount of bonus that the participant elected to
defer into restricted stock. Covered compensation is the annual average
compensation in the three highest paid years out of the last ten years
preceding retirement.
Covered compensation and credited full years of service under the Plan as of
year-end 1994 for individuals named in the Summary Compensation table are as
follows: $825,603 and 33 years for Mr. Beach; $272,126 and 20 years for Mr.
Codon: $607,232 and 28 years for Mr. Imle; $282,926 and 18 years for Mr.
Schanck; and $459,889 and 25 years for Mr. Schmale. Mr. Stegemeier retired May
1, 1994 with 42 years of service and benefits equal to $887,252 annually.
EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
The Company does not have employment contracts with the named executive
officers, nor does it have any arrangements with executive officers concerning
a change-in-control. However, the Management Incentive Program allows the
Compensation Committee to accelerate the vesting of restricted stock, declare
previously granted options immediately exercisable, and accelerate the payment
of previously granted Performance Shares in certain situations. These are: a
public tender for all or part of the Company's stock; a proposal submitted to
the stockholders to merge, consolidate, or otherwise combine the Company with
another company; or another situation that the Compensation Committee
determines is similar.
The Company maintains a Termination Allowance Plan applicable to almost all
employees. The plan generally provides for 2 weeks of pay for each year of
service, up to a maximum of 52 weeks of pay, if an employee's job is
eliminated.
15
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of December 31, 1994, the following entity was known by the Company to own
beneficially more than 5% of the Company's common stock:
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OWNER OF BENEFICIAL OWNERSHIP CLASS (A)
----- ----------------------- ----------
<S> <C> <C>
FMR Corp. 16,254,651 (B) 6.16
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- --------
(A) Based on 263,770,919 shares, which includes 16,666,667 shares assuming the
conversion of all of the Company's 10,250,000 shares of convertible
preferred stock and 2,905,551 shares assuming the exercise of all Company
awarded stock options exercisable through March 1, 1995.
(B) Based on a Schedule 13G dated February 13, 1995. FMR Corp. beneficially
owned all of the 16,254,651 shares through affiliates. This number included
5,214,094 shares resulting from the assumed conversion of 3,206,700 shares
of Unocal's convertible preferred stock. FMR Corp. had the sole power to
vote or to direct the vote of 1,676,168 shares. The voting of the remaining
shares is carried out under written guidelines established by the Boards of
Trustees of the funds for which Fidelity Management & Research Company
serves as investment adviser. FMR Corp. has sole power to dispose or to
direct the disposition of all 16,254,651 shares.
ITEM 2.
RATIFICATION OF APPOINTMENT OF
COOPERS & LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS
The stockholders will be asked to ratify the appointment of the firm of
Coopers & Lybrand L.L.P. as independent accountants for 1995. This appointment
was made by the Board of Directors on the recommendation of its Accounting,
Auditing & Ethics Committee.
Coopers & Lybrand L.L.P., one of the nation's largest public accounting
firms, has served as the Company's independent accountants for the past 50
years. Representatives of the firm are expected to be present at the Annual
Meeting and will have the opportunity to make a statement if so desired and
will be available to respond to questions.
The affirmative vote of a majority of the shares present in person or by
proxy at the meeting, and entitled to vote on this item, is required for
ratification of the appointment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE
APPOINTMENT OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT ACCOUNTANTS FOR 1995.
THE PROXY HOLDERS WILL VOTE ALL PROXIES RECEIVED FOR RATIFICATION UNLESS
INSTRUCTED OTHERWISE.
ITEM 3.
STOCKHOLDER PROPOSAL
A stockholder has given notice that the following proposal will be
presented at the meeting:
"WHEREAS Unocal Canada Management Limited has constructed a sour gas
processing plant in northern Alberta on the contested aboriginal lands of
the Lubicon Lake Indian Nation;
AND WHEREAS the Lubicon Lake Indian Nation publicly opposes construction
and operation of Unocal Canada's sour gas processing plant for
environmental and health reasons;
AND WHEREAS both levels of Canadian government have publicly acknowledged
that the Lubicon Lake Indian Nation has rights to traditional Lubicon lands
although there remains disagreement as to the exact nature and extent of
those rights;
16
<PAGE>
AND WHEREAS the dispute over Lubicon land rights has attracted
international attention including a decision by the U.N. Human Rights
Committee that development activity in the unceded Lubicon territory
violates the civil and political rights of the Lubicons and charges by the
World Council of Churches that development activities in the unceded
Lubicon territory could have genocidal consequences for the Lubicon people;
AND WHEREAS the history of the Lubicon dispute and the support which the
Lubicon people enjoy both within Canada and internationally ensures that
the Unocal Canada sour gas processing plant will remain a source of
continuing controversy for as long as it is located in the unceded Lubicon
territory including the possibility of triggering an international consumer
boycott of Unocal;
AND WHEREAS the Unocal Canada sour gas processing plant in northern
Alberta is part of the larger question facing Unocal of the impact and
implications of Unocal activities upon Indigenous societies worldwide;
AND WHEREAS opposition to the construction and operation of Unocal
Canada's sour gas processing plant in the unceded Lubicon territory may
therefore create continuing negative publicity for Unocal operations and an
unstable investment climate jeopardizing returns to Unocal shareholders;
NOW THEREFORE BE IT RESOLVED that the shareholders of Unocal request the
Board of Directors to prepare a full written report to all shareholders
(omitting proprietary information) within three months of the 1995 Annual
Meeting providing information on Unocal Canada's involvement in the Lubicon
territory, the newly constructed sour gas processing plant, alternatives to
putting this sour gas processing plant into operation, the likely
consequences for Unocal if this sour gas processing plant is put into
operation in the Lubicon territory and the impact and implications of
Unocal activities upon Indigenous societies worldwide. This report should
contain information on the situation provided directly by the Lubicons as
well as by the officials of Unocal Canada."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
PROPOSAL FOR THE FOLLOWING REASONS:
Unocal firmly adheres to the principles of open and honest communication
in all of our business dealings, regardless of where we operate. From the
onset of our activities in the remote Slave field in Northern Alberta,
Unocal Canada has worked hard at being a good corporate citizen. We have
taken particular care to be sensitive to the concerns of our nearest and
only neighbors, a small settlement of Lubicon Lake Indians living in Little
Buffalo, 12 miles away. This includes making every effort to share
information with the Lubicons about both our current and projected
activities in the region.
Now, Unocal is being asked to prepare a special report pertaining to the
recent addition of a slightly sour gas processing plant immediately
adjacent to our existing oil handling facility and sweet gas plant. We have
been operating at this site since 1983. The upgraded plant will allow the
processing for sale of sour gas that cannot be processed in the original
plant. The addition of on-site sour gas processing operations also will
allow for that portion of natural gas production that is currently flared
to be recovered for sale. In addition to being a very common procedure at
gas plants throughout North America, this is an energy efficient and
environmentally viable way of optimizing resources.
All the issues surrounding our plant's sour gas expansion have already
been thoroughly examined in a recent public forum conducted by the Alberta
Energy Resources Conservation Board (ERCB). Therefore, we do not believe
that Unocal should have to prepare a special report.
17
<PAGE>
At the request of the Lubicons, the ERCB, the preeminent regulatory
agency charged with overseeing energy resources for the province, conducted
public hearings in November and December, 1994 to re-examine the permitting
of our plant expansion. Throughout the 11-day hearings, Unocal executives,
engineers and technical consultants provided extensive testimony
documenting the health, safety and environmental soundness of the proposed
sour gas facility. We also detailed our systematic efforts to communicate
this information with the Lubicons. The hearings allowed the Lubicons and
their supporters ample opportunity to cross-examine our testimony and
question the expert witnesses.
On February 23, 1995 the ERCB issued its ruling, reaffirming its approval
of our sour gas expansion and approving the application by Alberta Power
Limited to provide electrical hook-up for the new plant. In a news release
dated February 23 and in a 30-page report detailing its findings, the ERCB
concluded that "It believes the plant can be operated in a safe manner and
should not represent any substantive risk to people living in the area or
their future lifestyle on the proposed reserve."
The ERCB also stated that it believes Unocal genuinely tried to
communicate its proposed activities and discuss the new sour gas operations
with the Lubicons. "The Board believes that at the time the approval was
issued, suitable efforts were made to brief the Lubicons about the activity
in the area."
The ERCB further concluded that the hearing itself "provided the Lubicons
an opportunity to receive clear details of the project and identify their
concerns; thus allowing the Board to examine these concerns, weigh the
evidence provided, and apply the test of public interest in retrospect."
As we stated repeatedly, Unocal would never have proceeded with
construction had we not believed we had the concurrence of the Lubicons.
During the early stages of our permitting process and considerably prior to
construction, Unocal representatives met twice in August and November 1993
with the Lubicon Chief and other Lubicon representatives specifically to
discuss the proposed expansion. Following the meetings, Unocal Canada
received two letters signed by the Lubicon Chief. The letter dated December
9, 1993 stated that the Lubicons would not oppose the plant expansion,
while the letter dated January 19, 1994 said the Lubicons would not oppose
the new flow (feeder) lines.
It is patently false to claim that our activities "could have genocidal
consequences" for the Lubicons. Technical reports by independent
environmental consulting firms made public at the hearings conclusively
demonstrate that the sour gas operations would not pose any adverse health
or environmental risk. In fact, with electrification, the new plant will
virtually eliminate existing emissions of approximately 1.3 metric tons/day
of nitrogen oxides and 0.1 metric tons/day of carbon monoxide. We
anticipate sulfur emissions to be less than half the licensed limit of .635
metric tons/day. Unocal intends to carefully monitor these emissions at
both the site and on Lubicon land.
We also believe that a report on our activities in the Slave field is
inappropriate because it involves issues beyond our ability to effect. The
ERCB hearings made clear that an important concern for the Lubicons is
their unresolved aboriginal land dispute dating back to the 1930s with
Canada's federal and provincial governments. According to Canada's
Department of Indian Affairs and Northern Development, the Lubicons claim
25,000 square miles -- about 10 percent of the province of Alberta -- as
rightfully theirs, along with $1 billion in damages. The Alberta and
Canadian governments reject the Lubicon's claim to aboriginal rights, but
have tried repeatedly to offer compromise settlements.
The dispute regarding territorial claims is clearly an issue which must
be resolved between the Lubicons and the governments involved. Although the
ERCB has no jurisdiction over Indian land entitlement issues, it did note
that Unocal holds all proper mineral leases and regulatory permits
18
<PAGE>
for the Slave region. Under the circumstances, we do not believe it is
appropriate for us to attempt to comment on something that clearly lies
outside our purview and must necessarily be settled by Canadian
authorities.
Given the fact that the appropriate regulatory body exhaustively examined
the issue of our proposed sour gas operations in a fair and democratic
process, we do not see a need for any further documentation on this matter.
Over 2,000 pages of transcript detailing our plant safety and right to
energy development in the region are now in the public domain. It would be
presumptuous for Unocal, as an American corporation, to comment on the
Canadian government's authority to examine the concerns of its citizens on
what is essentially a local matter and render a legally binding decision.
Unocal is committed, however, to being a good neighbor to the Lubicons, as
we are to all people in areas where we operate. We will continue to openly
and honestly share information and encourage two-way communications. Unocal
Canada will also continue to extend our offer of skills training,
employment and technical assistance to the Lubicons and otherwise try to
help them in their efforts to retain a sustainable lifestyle.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
THE PROXY HOLDERS WILL VOTE ALL PROXIES RECEIVED AGAINST THIS PROPOSAL UNLESS
INSTRUCTED OTHERWISE.
The affirmative vote of a majority of the shares present in person or by
proxy at the meeting, and entitled to vote on this item, is required for
approval of this proposal.
ITEM 4.
STOCKHOLDER PROPOSAL
A stockholder has given notice that the following proposal will be presented
at the meeting:
"WHEREAS: UNOCAL's Statement of Principles functions as the company's
code of conduct for doing business internationally. In it UNOCAL promotes:
--Conduct for doing business in a way that engenders pride in our employees
and respect from the world community;
--A safe and healthful work place and equal opportunity employment;
--Improving the quality of life in communities where we do business so that
UNOCAL's "presence enhances people's lives in long lasting, meaningful
ways";
--Protecting the Environment and encouraging meaningful dialogue with
shareholders, employees, media and the public.
--"Be a Good Corporate Citizen" UNOCAL's code concludes.
We commend UNOCAL for creating such a set of forward looking guidelines.
However we believe those guidelines fall short in vitally important areas
and that in fact UNOCAL's international conduct at times is in direct
conflict with the company's own guidelines.
Take the case of UNOCAL's expanding involvement in the police state of
Burma for example, one of the world's most repressive countries, as
confirmed by Amnesty International and the U.S. State Department. Many
human rights groups feel that UNOCAL's controversial connection with the
illegitimate military junta in fact hurts our reputation more than it
builds "respect in the world community." Furthermore, a clear case can be
made that UNOCAL's Burma involvement strengthens the repressive military
government through the payment of tens of millions of dollars as payment
for exploration rights, goods and services now and in the future, providing
legitimacy to an ostracized government by investing there and portraying
the country in a positive light which helps counter growing international
criticism. This is in direct conflict with the company's pledge to enhance
people's lives in meaningful ways.
But Burma is only one example. UNOCAL also does business in other
countries with controversial human rights records: Azerbaijan, Indonesia,
China and Thailand.
19
<PAGE>
Thus we believe the UNOCAL Principles need significant expansion.
Entirely absent from the present Principles is clear human rights criteria.
For example Levi Strauss, in its Guidelines of Country Selection, states,
"We should not initiate or renew contractual relationships in countries
where there are pervasive violations of human rights." Other companies,
such as Reebok and Phillips-Van Heusen, make commitments in their codes to
honor human rights.
RESOLVED That shareholders request the Board to review and update the
Unocal Principles and report their revisions to shareholders and employees
by September 1995. In its review the Board shall include a section advising
Unocal on making decisions on investing in or withdrawing from countries
where there is a pattern of on-going and systemic violations of human
rights, where a government is illegitimate or where there is a call by
human rights advocates, pro-democracy organizations or legitimately elected
representatives for economic sanctions against their country.
SUPPORTING STATEMENT
We believe our company policy has a major loophole that needs to be
addressed as it does business internationally. This resolution urges our
Directors to take leadership and add to our Code."
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE ADOPTION OF THIS
PROPOSAL FOR THE FOLLOWING REASONS:
Unocal is committed to meeting the highest ethical standards in all of
our operations, at home and abroad. Our respect for human rights is
absolute. We do not tolerate human rights abuses in connection with any of
our projects. This commitment underlies our entire Statement of Principles,
which was fully reviewed and published only nine months ago (July, 1994).
The Statement, which is our code of conduct for doing business
internationally, is sufficiently broad and current that it does not need to
be updated or revised:
MEET THE HIGHEST ETHICAL STANDARDS IN ALL OF OUR BUSINESS ACTIVITIES:
. Conduct business in a way that engenders pride in our employees and
respect from the world community.
TREAT EVERYONE FAIRLY AND WITH RESPECT.
. Offer equal employment opportunity for all host country nationals,
regardless of race, ethnic group, or sex.
. Make sure that a very high percentage of the work force is made up of
nationals.
. Train and develop national employees so they have full access to
opportunities for professional advancement and positions at higher
levels in the organization.
MAINTAIN A SAFE AND HEALTHFUL WORKPLACE.
. As employees, value and protect each other's health and safety as highly
as we do our own.
USE LOCAL GOODS AND SERVICES AS MUCH AS PRACTICAL, WHENEVER THEY'RE
COMPETITIVE AND FIT OUR NEEDS.
IMPROVE THE QUALITY OF LIFE IN THE COMMUNITIES WHERE WE DO BUSINESS.
. Contribute--and not just economically--to local communities, so that our
presence enhances people's lives in long-lasting, meaningful ways.
20
<PAGE>
PROTECT THE ENVIRONMENT.
. Take our environmental responsibilities seriously and abide by all
environmental laws of our host country, as we do in the United States.
COMMUNICATE OPENLY AND HONESTLY.
. Maintain our policy of encouraging meaningful dialogue with concerned
shareholders, employees, the media, and members of the public.
BE A GOOD CORPORATE CITIZEN AND A GOOD FRIEND OF THE PEOPLE OF OUR HOST
COUNTRY.
We know firsthand that our presence has generated positive change in
developing nations, regardless of their political leadership. Over the past 25
years, we've seen our activities improve the quality of life for many thousands
of families and their communities in Indonesia, the Philippines, and Thailand.
Energy development has been essential to the growth of their economies.
Unocal is a co-venturer in a major natural gas project in the Yadana field
offshore Myanmar. We hold a minimum interest of 28.26 percent. Total, the
French energy company, is the operator. The Yadana field could prove to contain
a significant amount of natural gas. Production is expected to begin in 1998
and reach 525 million cubic feet per day by 1999. The gas will be transported
by pipeline to Thailand.
For Myanmar, isolated from other nations for more than 30 years, natural gas
development is a first big step toward rejoining the world community. We
believe that our natural gas project will become a lasting part of Myanmar's
economic infrastructure, gradually opening doors and broadening minds. This
will take time, but Unocal's participation in a prior exploration project shows
the potential.
From 1990-92, our onshore exploration activities in Myanmar created 2,000
good-paying jobs. Local people acquired valuable new skills and knowledge.
Drillers upgraded their safety practices. Field personnel were taught first
aid. Cooks learned the basic principles of hygiene. Doctors received modern
training and medical supplies. In some cases, employees got their first
opportunity to travel outside Myanmar. People from a wide range of ethnic
groups worked together in an environment of mutual understanding and respect.
Unocal expatriates lived and worked among local employees. Our presence helped
open doors to new ideas and values.
In the current project, Total, the operator, with our enthusiastic support,
is investigating the types of projects that would be most beneficial to the
people who live in the 13 villages nearest the pipeline route. These projects
will improve the health, environment and vocational needs of the people. Total
has also instituted employment procedures whereby qualified people are freely
selected by village committees and hired so that they represent proportionally
the ethnic makeup of the villages.
We believe that the issues of international diplomacy are inappropriate for
inclusion in our Statement of Principles. Unocal strongly feels that, as a
matter of good business practice, we should remain politically neutral in the
countries where we operate.
We share President Clinton's view, expressed late last year in a major
foreign policy address. "I don't think we have to choose between increasing
trade and fostering human rights and open societies. Experience shows us over
and over again that commerce can promote cooperation; that more prosperity
helps to open societies to the world; and that the more societies are open the
more they understand that maximizing freedom and prosperity can go hand in
hand." The ASEAN nations clearly support the concept of constructive
engagement, understanding that bringing Myanmar gradually into the economic
life of the region does more to promote democratic principles than does a
policy of isolation, which has failed to change the situation in Myanmar during
the last decades.
21
<PAGE>
The Board believes that Unocal's Statement of Principles fully and clearly
describes the company's commitment and responsibilities to individuals, local
communities, and host countries. The company's investments and activities in
Myanmar will continue to follow the highest ethical standards and, over time,
will bring significant, lasting benefits to the people of that country.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
THE PROXY HOLDERS WILL VOTE ALL PROXIES RECEIVED AGAINST THIS PROPOSAL UNLESS
INSTRUCTED OTHERWISE.
The affirmative vote of a majority of the shares present in person or by
proxy at the meeting, and entitled to vote on this item, is required for
approval of this proposal.
The names and addresses of the stockholder proponents, and information
regarding their Unocal common stockholdings, will be furnished promptly upon
receipt of any telephone or written request to the Secretary of the Company.
ITEM 5.
OTHER MATTERS
In accordance with Article III, Section 7 of the Company's Bylaws, for
business to be properly brought before an annual meeting by a stockholder, the
Corporate Secretary must have received written notice at least 30 days prior to
the meeting. The notice shall set forth the matters proposed to be brought
before the meeting including a brief description of the business and the
reasons for conducting such business, the stockholder's name and address and
the number of shares represented, and any material interest of the stockholder
in such business. Notwithstanding anything in the Bylaws to the contrary, no
business shall be conducted at an annual meeting except in accordance with
these procedures.
So far as the Board of Directors now knows or has determined, no other
matters will be acted upon at the meeting. If other business properly comes up
for action at said meeting or any adjournment thereof, the proxies will be
voted with respect thereto in accordance with the discretion of the proxy
holders.
STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING
Stockholder proposals for inclusion in the Company's Proxy Statement for the
Annual Meeting to be held on May 20, 1996, must be received by the Corporate
Secretary at the Unocal Center, 1201 West 5th Street, Los Angeles, California
90017, on or before December 12, 1995.
By Order of the Board of Directors
/s/ DENNIS P. R. CODON
Dennis P. R. Codon
Vice President, General Counsel,
and Corporate Secretary
April 11, 1995
Los Angeles, California
22
<PAGE>
[FACING IDENTIFICATION MARK APPEARS HERE]
NO POSTAGE
NECESSARY IF
MAILED IN THE
UNITED STATES
[HORIZONTAL BARS APPEARS HERE]
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO. 4035 Los Angeles, CA
POSTAGE WILL BE PAID BY ADDRESSEE
UNOCAL CORPORATION
ATTN: CORPORATE SECRETARY, DEPT. B
P. O. BOX 3235
LOS ANGELES, CA 90051-9944
[POSTNET BARCODE APPEARS HERE]
<PAGE>
UNOCAL CORPORATION
[_] I plan to attend the Annual Stockholders Meeting on Monday, May 22, 1995.
- --------------------------------------------------------------------------------
Name (Please print)
- --------------------------------------------------------------------------------
Address
( )
- --------------------------------------------------------------------------------
City State Zip Telephone No.
STOCKHOLDER COMMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
It may not be possible to respond individually to all comments.
<PAGE>
[FACING IDENTIFICATION MARK APPEARS HERE]
NO POSTAGE
NECESSARY IF
MAILED IN THE
UNITED STATES
[HORIZONTAL BARS APPEARS HERE]
BUSINESS REPLY MAIL
FIRST CLASS MAIL PERMIT NO. 4035 Los Angeles, CA
POSTAGE WILL BE PAID BY ADDRESSEE
UNOCAL CORPORATION
ATTN: CORPORATE SECRETARY, DEPT. R
P. O. BOX 3235
LOS ANGELES, CA 90051-9944
[POSTNET BARCODE APPEARS HERE]
<PAGE>
UNOCAL CORPORATION
[_] I plan to attend the Annual Stockholders Meeting on Monday, May 22, 1995.
- --------------------------------------------------------------------------------
Name (Please print)
- --------------------------------------------------------------------------------
Address
( )
- --------------------------------------------------------------------------------
City State Zip Telephone No.
STOCKHOLDER COMMENTS
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
It may not be possible to respond individually to all comments.
<PAGE>
UNOCAL CORPORATION
C/O CHEMICAL TRUST COMPANY OF CALIFORNIA
P.O. Box 24721, Church Street Station
New York, NY 10242-4721
[LOGO OF UNOCAL CORPORATION]
Board of Directors Proxy
ANNUAL MEETING OF STOCKHOLDERS: MAY 22, 1995
MacDonald G. Becket, Frank C. Herringer and Donald P. Jacobs, or any of them,
with full power of substitution, are hereby appointed by the signatory of this
Proxy to vote all shares of Common Stock held by the signatory on May 22, 1995,
at the Annual Meeting of Stockholders of Unocal Corporation, and any adjournment
thereof, on each of the items on the reverse side and in accordance with the
directions given there and, in their discretion, on all other matters that may
properly come before the Annual Meeting and any adjournment thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED ON THE REVERSE SIDE OR IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST ITEMS 3 AND 4.
--- -------
(Continued, and to be dated and signed on reverse side)
FOLD AND DETACH HERE
YOUR VOTE IS IMPORTANT TO THE COMPANY
PLEASE SIGN AND RETURN YOUR PROXY BY
TEARING OFF THE TOP PORTION OF THIS SHEET
AND RETURNING IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE
<PAGE>
[LOGO OF UNOCAL CORPORATION]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD [ X ] Please mark
OF DIRECTORS FOR THE ANNUAL MEETING OF your votes
STOCKHOLDERS OF UNOCAL CORPORATION like this
_____________________ _____________________
COMMON DIVIDEND REINVESTMENT
- --------------------------------------------------------------------------------
The Board of Directors recommends votes FOR Items 1 and 2
- --------------------------------------------------------------------------------
Item 1: Election of the following nominees as directors:
Frank C. Herringer, John F. Imle, Jr., Donald P. Jacobs, J. Steven
Whisler and Marina v.N. Whitman, for three-year terms that expire in
1998 and John W. Creighton, Jr., for a two-year term that expires
in 1997
FOR ALL [ ] WITHHOLD AUTHORITY [ ]
Nominees to vote for ALL Nominees
Withhold authority to vote for the following nominee(s):
___________________________________________________________________
- --------------------------------------------------------------------------------
Item 2: Ratification of appointment of Coopers & Lybrand L.L.P. as independent
accountants
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- --------------------------------------------------------------------------------
The Board of Directors recommends votes AGAINST Items 3 and 4
- --------------------------------------------------------------------------------
Item 3: Stockholder proposal: report on a gas plant expansion in Northern
Alberta, Canada
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- --------------------------------------------------------------------------------
Item 4: Stockholder proposal: review and report on Unocal's statement of
principles regarding international business
FOR [ ] AGAINST [ ] ABSTAIN [ ]
- --------------------------------------------------------------------------------
CHECK THIS BOX FOR OPEN BALLOT [_]
(If you check this box, the company
will be given access to your proxy)
Please mark, date and sign as your name
appears to the left and return in the
enclosed envelope. If acting as executor,
administrator, trustee or guardian, you
should so indicate when signing. If the
signer is a corporation, please sign the
full corporate name, by duly authorized
officer. If shares are held jointly, each
stockholder should sign.
Dated____________________________________
Signature(s)_____________________________
_________________________________________
see other side for important information
FOLD AND DETACH HERE
Return the business reply card from inside the proxy statement
if you plan to attend
ADMISSION TICKET
[LOGO OF UNOCAL CORPORATION]
1995 Annual Meeting of Stockholders
Monday, May 22, 1995
10:00 A.M.
14141 Southwest Freeway
Sugar Land, Texas 77478
PLEASE ADMIT NON-TRANSFERABLE
[Name and Address Here]
<PAGE>
[LOGO OF UNOCAL] BOARD OF DIRECTORS PROXY
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1995
UNOCAL CORPORATION
C/O CHEMICAL TRUST COMPANY OF CALIFORNIA
CHURCH ST. STA., P.O. BOX 24721,
NEW YORK, NY 10242-4721
MacDonald G. Becket, Frank C. Herringer and Donald P. Jacobs, or any of them,
with full power of substitution, are hereby appointed by the signatory of this
proxy to vote all shares of Common Stock held by the signatory at the 1995
Annual Meeting of Stockholders of Unocal Corporation, and any adjournment
thereof, on each of the items on the reverse side and in accordance with the
directions given there and, in their discretion, on all other matters that may
properly come before the Annual Meeting and any adjournment thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED ON THE REVERSE SIDE AND, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR ITEMS 1 AND 2 AND AGAINST ITEMS 3 AND 4.
(Continued and to be dated and signed on reverse side)
(Continued from other side) THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
[LOGO OF UNOCAL] FOR THE MAY 22, 1995 ANNUAL
MEETING OF STOCKHOLDERS
UNOCAL CORPORATION'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTES FOR
ITEMS 1 AND 2
Item 1: Election of the following
nominees as directors:
Frank C. Herringer, John F. Imle, Jr., WITHHOLD AUTHORITY TO VOTE FOR
Donald P. Jacobs, J. Steven Whisler THE FOLLOWING NOMINEE(S):
and Marina v.N. Whitman for three-year
terms that expire in 1998 and John W. -------------------------------
Creighton, Jr., for a two-year term
that expires in 1997
[_] FOR ALL [_] WITHHOLD AUTHORITY
NOMINEES TO VOTE FOR ALL OF THE
NOMINEES
Item 2: Ratification of appointment of Coopers & Lybrand L.L.P. as independent
accountants
[_] FOR [_] AGAINST [_] ABSTAIN
UNOCAL CORPORATION'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTES AGAINST
ITEMS 3 AND 4
Item 3: Stockholder proposal:
report on a gas plant expansion
in Northern Alberta, Canada
[_] FOR [_] AGAINST [_] ABSTAIN
Signature(s).....................
.................................
Dated: ...................., 1995
Item 4: Stockholder proposal:
review and report on Unocal's
statement of principles
regarding international
business
[_] FOR [_] AGAINST [_] ABSTAIN
PERSONS SIGNING IN
REPRESENTATIVE CAPACITY SHOULD
INDICATE TITLE AS SUCH.
This Proxy is limited to................ Shares
<PAGE>
[LOGO OF UNOCAL] BOARD OF DIRECTORS PROXY
ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1995
UNOCAL CORPORATION
C/O CHEMICAL TRUST COMPANY OF CALIFORNIA
CHURCH ST. STA., P.O. BOX 24721,
NEW YORK, NY 10242-4721
MacDonald G. Becket, Frank C. Herringer and Donald P. Jacobs, or any of them,
with full power of substitution, are hereby appointed by the signatory of this
proxy to vote all shares of Common Stock held by the signatory at the 1995
Annual Meeting of Stockholders of Unocal Corporation, and any adjournment
thereof, on each of the items on the reverse side and in accordance with the
directions given there and, in their discretion, on all other matters that may
properly come before the Annual Meeting and any adjournment thereof.
THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED ON THE REVERSE SIDE. IF NO
DIRECTION IS GIVEN, THE SHARES IN YOUR ACCOUNT WILL BE VOTED BY THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS FOR ITEMS 1 AND 2 AND AGAINST
ITEMS 3 AND 4.
(Continued and to be dated and signed on reverse side)
(Continued from other side) THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS
FOR THE MAY 22, 1995 ANNUAL
[LOGO OF UNOCAL] MEETING OF STOCKHOLDERS
LONG-TERM INCENTIVE PLANS OF 1985 AND 1991, AND REVISED INCENTIVE COMPENSATION
PLAN--Voting Instructions
UNOCAL CORPORATION'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTES FOR
ITEMS 1 AND 2
Item 1: Election of the following
nominees as directors:
Frank C. Herringer, John F. Imle, Jr., WITHHOLD AUTHORITY TO VOTE FOR
Donald P. Jacobs, J. Steven Whisler THE FOLLOWING NOMINEE(S):
and Marina v.N. Whitman for three-year
terms that expire in 1998 and John W. -------------------------------
Creighton, Jr., for a two-year term
that expires in 1997
[_] FOR ALL [_] WITHHOLD AUTHORITY
NOMINEES TO VOTE FOR ALL OF THE
NOMINEES
Item 2: Ratification of appointment of Coopers & Lybrand L.L.P. as independent
accountants
[_] FOR [_] AGAINST [_] ABSTAIN
UNOCAL CORPORATION'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTES AGAINST
ITEMS 3 AND 4
Item 3: Stockholder proposal: Signature(s).....................
report on a gas plant expansion
in Northern Alberta, Canada
.................................
[_] FOR [_] AGAINST [_] ABSTAIN Dated: ...................., 1995
Item 4: Stockholder proposal:
review and report on
Unocal's statement
of principles regarding
international business
PERSONS SIGNING IN
REPRESENTATIVE CAPACITY SHOULD
INDICATE TITLE AS SUCH.
[_] FOR [_] AGAINST [_] ABSTAIN
This Proxy is limited to................ Shares
