UNOCAL CORP
8-K, 1996-04-10
PETROLEUM REFINING
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          SECURITIES  AND EXCHANGE COMMISSION
                  WASHINGTON, D.C.  20549



                          FORM 8-K


                       CURRENT REPORT



             Pursuant to Section 13 or 15(d) of
            The Securities Exchange Act of 1934


             Date of Report:  April 9, 1996



                     UNOCAL CORPORATION
                     ------------------

   (Exact name of registrant as specified in its charter)



     Delaware                         1-8483                 95-3825062
- -----------------------------------------------------------------------------
(State or other jurisdiction of     (Commission            (I.R.S. Employer 
incorporation or organization)       File Number)          Identification No.)




2141 Rosecrans Avenue, Suite 4000,  El Segundo, California      90245
- -----------------------------------------------------------------------------
(Address of principal executive offices)                      (Zip Code)




Registrant's telephone number, including area code:   (310)  726-7718

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ITEM 5.   OTHER EVENTS

On April 9, 1996, the following news release was issued:          



                       UNOCAL COMPLETES SALE OF CALIFORNIA
                       OIL AND GAS ASSETS TO NUEVO ENERGY


         El Segundo,  Calif.,  April 9, 1996 -- Unocal Corporation today said it
has  completed the sale of its  California  crude oil and natural gas assets for
$492 million to Nuevo Energy Company of Houston.


         The effective  date of the sale is October 1, 1995.  After  adjustments
for revenues,  operating  expenses,  capital  expenditures and accrued interest,
Unocal  realized  $481 million in cash from the  transaction.  In addition,  the
company could receive contingent payments, which have an estimated present value
of $53 million,  over a 7-year period  beginning in 1998. This estimate is based
on company forecasts. Future oil prices and production will determine the actual
level of additional payments .


         The  sale  includes  Unocal's  interests  in 68  oil  and  gas  fields,
including 11 producing  platforms off the California  coast in state and federal
waters.


         Unocal's  average net daily production from these properties was 27,000
barrels of oil and 59  million  cubic feet of gas  during  1995.  Estimated  net
reserves  for the  properties  were 120  million  barrels of oil and 162 billion
cubic feet of gas. On a barrel of oil  equivalent  (BOE) basis,  the  California
operations  in 1995  accounted  for about 7 percent of the company's oil and gas
production and 8 percent of its reserves.


         "This sale will provide the  flexibility  for Unocal to move ahead with
new growth  opportunities  we have in Central and Southeast Asia," said Roger C.


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Beach, Unocal chairman and chief executive officer.  "By shifting our investment
dollars into these higher return,  overseas projects that also offer significant
growth  potential,  we expect to realize important gains in earnings and returns
to our stockholders in the next few years."


         Beach pointed out that Unocal's upstream  California  operations earned
only about 60 cents per BOE produced in 1995. By comparison, Unocal's operations
in the Far East,  as well as the U.S.  Gulf  Coast,  earned more than $3 per BOE
produced last year.


         Unocal is  increasing  its  natural  gas  production  in  Thailand  and
developing  new oil and gas fields in Indonesia.  In addition,  the company is a
partner in the  development of a new gas field  offshore  Myanmar and part of an
international  consortium  that is developing  oil resources in the Caspian Sea.
"Unocal's  new business  focus  follows an arc from the Black Sea to the Pacific
Ocean as we pursue  opportunities  where we can link known energy resources with
growing, ready energy markets," Beach said.


         "When the company was founded in 1890 in  California,  the state was an
oil frontier," Beach said. "As we exit from California oil and gas production, I
want to acknowledge the  generations of talented and skilled  employees who have
worked long and hard in California  over the decades to make Unocal  successful.
With this success as a foundation,  our upstream  focus has shifted  overseas to
Unocal's new oil and gas frontiers. We have become a global enterprise."


         The  sale  of the  California  production  is not  expected  to  have a
material effect on the company's future operating  earnings.  Unocal will post a
one-time  gain from the sale  that will be  reflected  in the  company's  second
quarter results.




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                               Unocal Corporation
                         California Upstream Assets Sale
                                   Fact Sheet


Sales price                                                 $492 million

Interest on sales price (from 10/1/95)                      $13 million

Net operating adjustments (from 10/1/95)                    ($24) million

Sales price per barrel of oil equivalent (BOE) reserves     $3.35

Sales price ratios                                          55 times after-tax 
                                                            earnings 10 times
                                                            after-tax operating 
                                                            cash flow


Asset and Operating Information (1995)
Properties                                                  68 fields, including
                                                            11 offshore
                                                            platforms in federal
                                                            and state waters


Reserves
  Crude oil                                                 120 mmbbls
  Natural gas                                               162 mmcf
  Barrels of oil equivalent (6.0 mcf=1bbl)                  147 mmBOE

Net production
  Crude oil                                                 27,000 b/d
  Natural gas                                               59 mmcf/d

Average sales prices
  Crude oil                                                 $13.53/bbl
  Natural gas                                               $1.29/mcf

Cash production costs                                       $7.30/BOE

After-tax earnings                                          $9 million, or 
                                                            $0.63/BOE 

After-tax operating cash flow                               $49 million

After-tax return on average net properties                  2.6%

Capital expenditures                                        $41 million



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                                 SIGNATURE
          
          
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                      UNOCAL CORPORATION
                                      ------------------
                                        (Registrant)






                                 by:  /s/ CHARLES S. MCDOWELL
                                      -----------------------
                                      (Charles S. McDowell,
                                       Vice President and Comptroller)






Dated:  April 9, 1996
                                       
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