As filed with the Securities and Exchange Commission on December 29, 1995
Registration No: 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------------
UNOCAL CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 95-3825062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
(310) 726-7600
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
UNOCAL SAVINGS PLAN
(Full title of the Plan)
DENNIS P.R. CODON, Esq.
Vice President and General Counsel
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7651
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share (1) Price (1) Fee
================================================================================
Common Stock, $1.00
Par Value per
share (including
Preferred Stock
Purchase
Rights) 5,000,000 shares $29.375 $146,875,000 $50,647
================================================================================
(1) Solely for the purpose of calculating the registration fee in accordance
with Rule 457(c), based upon the average of the high and low prices reported in
the consolidated reporting system for December 26, 1995.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
================================================================================
<PAGE>
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference in this registration
statement the following documents heretofore filed with the Securities and
Exchange Commission (the "Commission"):
(1) Unocal Corporation's ("Unocal's") Annual Report on Form 10-K for
the fiscal year ended December 31, 1994;
(2) The Unocal Savings Plan's Annual Report on Form 11-K for the
fiscal year ended December 31, 1994;
(3) Unocal's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, June 30 and September 30, 1995, the last as
amended by Amendment No. 1 on Form 10-Q/A;
(4) Unocal's Current Reports on Form 8-K dated January 30, January 31,
April 26, July 24, August 29, and October 26, 1995;
(5) The descriptions of Unocal's Common Stock, $1.00 par value per
share ("Common Stock") (including the associated Preferred Stock
Purchase Rights) and Unocal's $3.50 Convertible Preferred Stock,
$.10 par value per share ("Preferred Stock") (insofar as the
rights thereof may materially limit or qualify the rights
evidenced by, or amounts payable with respect to, the Common
Stock) set forth under the captions "Description of the Common
Stock" and "Description of the Preferred Stock" in the Prospectus
dated February 3, 1995, included in the Registration Statement on
Form S-3 of Union Oil Company of California and Unocal (File Nos.
33-54861 and 33-54861-01), as amended by Amendment No. 1 thereto.
All documents filed by Unocal and the Unocal Savings Plan pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part thereof from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel.
Legal matters in connection with the issuance and sale of the securities
offered hereby will be passed upon for Unocal by Dennis P. R. Codon, Esq., Vice
President and General Counsel, Chief Legal Officer and Corporate Secretary of
Unocal. As of November 30, 1995, Mr. Codon owned 11,160 shares of Common Stock.
He also held options to purchase 38,715 shares of Common Stock at prices ranging
from $24.3125 to $30.0625, with expiration dates ranging from 2000 to 2005. In
addition, Mr. Codon held 11,400 performance share units, which could be paid out
in up to 22,800 shares of Common Stock four years after their award dates,
depending upon Unocal's total return to stockholders.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes Unocal to
indemnify directors and officers in certain circumstances against liabilities,
including expenses, incurred while acting in such capacities; provided,
generally, that any such indemnified director or officer acted in good faith and
in a manner he or she reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe his or her conduct was unlawful. The Bylaws of Unocal provide for the
indemnification of directors and officers to the maximum extent permitted by the
Delaware General Corporation Law.
1
<PAGE>
In addition, Unocal has provided in its Certificate of Incorporation that it
shall eliminate the personal liability of its directors to the fullest extent
permitted by the Delaware General Corporation Law and Unocal has entered into
indemnification agreements with each director providing for additional
indemnification. Unocal has policies of directors' and officers' liability
insurance which insure directors and officers against the costs of defense,
settlement or payment of a judgment under certain circumstances.
Item 8. Exhibits.
The Exhibit Index on page 6 of this registration statement lists the
exhibits that are filed as part of this registration statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)
(3) of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such information
in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Act of 1934 (the "Exchange Act") that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment, any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
2
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of El Segundo, State of California, on December 28,
1995.
UNOCAL CORPORATION
By /s/ CHARLES S. MCDOWELL
--------------------------
Charles S. McDowell
Vice President and Comptroller
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
SIGNATURE TITLE DATE
--------- ----- ----
ROGER C. BEACH * Chairman of the Board of December 28, 1995
---------------- Directors and
Roger C. Beach Chief Executive Officer
NEAL E. SCHMALE * Chief Financial Officer December 28, 1995
----------------- and Director
Neal E. Schmale
Vice President and December 28, 1995
/s/ CHARLES S. MCDOWELL Comptroller
----------------------- (Principal Accounting
Charles S. McDowell Officer)
JOHN W. AMERMAN * Director December 28, 1995
-----------------
John W. Amerman
MACDONALD G. BECKET * Director December 28, 1995
---------------------
MacDonald G. Becket
JOHN W. CREIGHTON, JR. * Director December 28, 1995
------------------------
John W. Creighton, Jr.
MALCOLM R. CURRIE * Director December 28, 1995
-------------------
Malcolm R. Currie
FRANK C. HERRINGER * Director December 28, 1995
--------------------
Frank C. Herringer
JOHN F. IMLE, JR. * Director December 28, 1995
--------------------
John F. Imle, Jr.
4
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
DONALD P. JACOBS * Director December 28, 1995
------------------
Donald P. Jacobs
RICHARD J. STEGEMEIER * Director December 28, 1995
-----------------------
Richard J. Stegemeier
J. STEVEN WHISLER * Director December 28, 1995
-------------------
J. Steven Whisler
CHARLES R. WEAVER * Director December 28, 1995
-------------------
Charles R. Weaver
MARINA v.N. WHITMAN * Director December 28, 1995
---------------------
Marina v.N. Whitman
* By /s/ CHARLES S. MCDOWELL
- -----------------------------
Charles S. McDowell
Attorney-In-Fact
Pursuant to the requirements of the Securities Act of 1933, the members
of the Savings Plan/ESOP Committee, who administer the Unocal Savings Plan, have
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of El Segundo, State of
California, December 28, 1995.
UNOCAL SAVINGS PLAN
By /s/ CHARLES S. MCDOWELL
----------------------------
Charles S. McDowell
Member, Savings Plan/
ESOP Committee
5
<PAGE>
EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
- -------------- -------
4.1 Certificate of Incorporation of Unocal, as amended (incorporated by
reference to Exhibit 3.1 to Amendment No. 2 on Form 10-K/A to Unocal's
Annual Report on Form 10-K for the fiscal year ended December 31,
1993, File No. 1-8483).
4.2 Bylaws of Unocal, as amended May 22, 1995, and currently in effect
(incorporated by reference to Exhibit 3 to Unocal's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1995, File No.
1-8483).
4.3 Rights Agreement dated as of January 29, 1990, between Unocal and
Chemical Trust Company of California, as Rights Agent (incorporated by
reference to Exhibit 1 to UNOCAL's Current Report on Form 8-K dated
January 29, 1990, File No. 1-8483).
5 Opinion of Dennis P. R. Codon, Esq. to Unocal.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Dennis P. R. Codon, Esq. (included in Exhibit 5).
24 Power of Attorney.
6
EXHIBIT 5
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Telephone (310) 726-7651
[UNOCAL LOGO]
December 27, 1995
Dennis P.R. Codon
Vice President, General Counsel
and Corporate Secretary
Unocal Corporation
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
RE: Unocal Savings Plan
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
As Vice President and General Counsel of Unocal Corporation, a Delaware
corporation ("Unocal"), I, and attorneys working under my direction, have acted
on behalf of Unocal and as counsel to Unocal in connection with the preparation
of the Registration Statement on Form S-8 (the "Registration Statement"), which
Unocal proposes to file with the Securities and Exchange Commission (the
"Commission"). The Registration Statement relates to the registration under the
Securities Act of 1933, as amended (the "Securities Act"), of 5,000,000 shares
(the "Shares") of the Common Stock, par value $1.00 per share, of Unocal (the
"Common Stock"), together with associated Preferred Stock Purchase Rights (the
"Rights"), to be purchased from time to time by the Trustee of the Unocal
Savings Plan (the "Plan") for allocation to the accounts of participants in the
Plan.
This opinion is rendered in accordance with the requirements of Item
601(b)(5) of Regulation S-K of the Commission.
For the purposes of this opinion, I, or such attorneys working under my
direction, have examined or considered such matters of law and fact and such
corporate records, certificates and other documents as I, or they, have deemed
necessary, including, but not limited to: the Registration Statement; the
Certificate of Incorporation and Bylaws of Unocal, as amended to date; certain
resolutions adopted by the Board of Directors of Unocal and certain Committees
thereof; the Plan, as amended to date; the Rights Agreement, dated as of January
29, 1990, between Unocal and Chemical Trust Company of California, as Rights
Agent (the "Rights Agreement"); and certificates and other information obtained
from public officials and officers and employees of Unocal and its subsidiaries.
In the course of such examination, I, and such attorneys working under my
direction, have assumed the genuineness of all signatures, the authenticity of
all documents submitted as originals and the conformity to the originals of all
documents submitted as certified, photostatic or conformed copies. I have
relied, as to certain legal matters, on the advice of such attorneys working
under my direction who are more familiar with such matters.
<PAGE>
Unocal Corporation
December 27, 1995
Page 2
I am licensed to practice law in the State of California and, although
I am not licensed to practice law in the State of Delaware, I am familiar with
the Delaware General Corporation Law. Therefore, the following opinions are
limited to the laws of the State of California, the Delaware General Corporation
Law and the Federal laws of the United States, all as currently in effect, to
the exclusion of all other jurisdictions.
Based on and subject to the foregoing, I am of the opinion that:
1. The Shares have been duly authorized for issuance by the
Board of Directors of Unocal and, when certificates evidencing the
Shares have been duly countersigned by the transfer agent and registrar
for the Common Stock and issued to and paid for by the Trustee in
accordance with the Plan, will be validly issued, fully paid and
nonassessable.
2. The Rights have been duly authorized for issuance by the
Board of Directors of Unocal and, when so issued in accordance with the
Rights Agreement and when certificates evidencing the Shares to which
the Rights are attached have been duly countersigned by the transfer
agent and registrar for the Common Stock and issued to and paid for by
the Trustee in accordance with the Plan, will be validly issued.
3. The provisions of the Plan, as amended, comply with the
requirements of the Employee Retirement Income Security Act pertaining
thereto.
I hereby consent to the filing of this opinion with the Commission as an
Exhibit to the Registration Statement and to the reference to me under the
caption "Item 5. Interests of Named Experts and Counsel" therein. In giving this
consent, I do not thereby admit that I am included in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Dennis P.R. Codon
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration
statement on Form S-8 of Unocal Corporation of our report dated February 14,
1995, on our audits of the consolidated financial statements and financial
statement schedule of Unocal Corporation and its subsidiaries as of December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994, which report is included in Unocal Corporation's Annual Report on Form
10-K for the year ended December 31, 1994. Our report includes an explanatory
paragraph with respect to the changes in methods of accounting for impairment of
producing oil and gas properties in 1994; for postretirement benefits other than
pensions and for postemployment benefits in 1993; and for income taxes in 1992.
We also consent to the incorporation by reference in this registration statement
on Form S-8 of Unocal Corporation of our report dated June 26, 1995, on our
audits of the financial statements of the Unocal Savings Plan as of December 31,
1994 and 1993 and for each of the three years in the period ended December 31,
1994, which report is included in the Unocal Savings Plan's Annual Report on
Form 11-K for the year ended December 31, 1994.
/s/ COOPERS & LYBRAND L.L.P.
Los Angeles, California
December 27, 1995
POWER OF ATTORNEY
By signing below, each of the undersigned officers and/or directors of
Unocal Corporation hereby constitutes and appoints Neal E. Schmale, Charles S.
McDowell and Darrell D. Chessum, and each of them severally, with full power of
substitution and resubstitution, as his or her true and lawful attorneys-in-fact
and agents to sign for the undersigned and in the name of the undersigned, in
any and all capacities, the Registration Statement on Form S-8 to which this
Power of Attorney shall be filed as an exhibit and any or all amendments
(including any post-effective amendments) to such Registration Statement and to
file the same with all exhibits thereto, including this Power of Attorney, and
any and all applications and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform any and all acts and things
whatsoever required and necessary to be done in and about the premises, as fully
to all intents and purposes as the undersigned could do if personally present.
Each of the undersigned hereby ratifies and confirms all that said
attorneys-in-fact and agents or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of September 25, 1995.
SIGNATURE TITLE
--------- -----
/s/ Roger C. Beach Chairman of the Board of Directors and
------------------- Chief Executive Officer
Roger C. Beach
/s/ Neal E. Schmale Chief Financial Officer
------------------- and Director
Neal E. Schmale
/s/ Charles S. McDowell Vice President and Comptroller
------------------------- (Principal Accounting Officer)
Charles S. McDowell
/s/ John W. Amerman Director
-------------------
John W. Amerman
/s/ MacDonald G. Becket Director
-----------------------
MacDonald G. Becket
/s/ John W. Creighton, Jr. Director
--------------------------
John W. Creighton, Jr.
/s/ Malcolm R. Currie Director
---------------------
Malcolm R. Currie
/s/ Frank C. Herringer Director
----------------------
Frank C. Herringer
/s/ John F. Imle, Jr. Director
---------------------
John F. Imle, Jr.
/s/ Donald P. Jacobs Director
--------------------
Donald P. Jacobs
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ Richard J. Stegemeier Director
- -------------------------
Richard J. Stegemeier
/s/ Charles R. Weaver Director
---------------------
Charles R. Weaver
/s/ J. Steven Whisler Director
---------------------
J. Steven Whisler
/s/ Marina v.N. Whitman Director
-----------------------
Marina v.N. Whitman
