SECURITIES AND EXCHANGE COMMISSION
Washington, DC. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) December 26, 1996
------------------
UNOCAL CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)
1-8483 95-3825062
- --------------------------------------------------------------------------------
(Commission File Number) (I.R.S. Employer Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(310) 726-7600
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5. Other Events
On December 26, 1996, the following news release was issued:
UNOCAL, PDVSA TO RESTRUCTURE
THE UNO-VEN COMPANY PARTNERSHIP
-------------------------------
El Segundo, Calif., Dec. 26, 1996 -- Unocal Corporation announced today the
execution of a letter of intent to restructure The UNO-VEN Company, a
partnership held 50 percent by its Midwest 76, Inc., subsidiary.
The letter of intent provides that all of UNO-VEN's petroleum refining and
marketing assets will transfer to units of Petroleos de Venezuela S.A. (PDVSA),
and Unocal will receive $250 million. PDVSA affiliates will assume all liability
for UNO-VEN debt.
The transaction is subject to execution of a definitive agreement, approval
by the respective boards of directors of Unocal and PDVSA, and certain
regulatory approvals.
UNO-VEN is a petroleum refining and marketing company that markets "76"
brand products throughout the midwestern U.S. The 50-50 partnership between
Unocal and PDVSA was formed in 1989.
"This transaction would complete Unocal's transition from a vertically
integrated oil company to being the world's largest independent oil and gas
producer and an important developer of energy projects overseas," said Roger C.
Beach, Unocal's chairman and chief executive officer. Beach noted that earlier
this month Unocal signed a definitive agreement to sell its West Coast refining,
marketing and transportation assets to Tosco Corporation for approximately $2
billion.
If the transaction with PDVSA is completed, Unocal expects to invest a
portion of
<PAGE>
the proceeds in promising upstream and midstream projects overseas and in
strengthening Unocal's U.S. oil and gas operations in the Gulf of Mexico area.
"We've shifted our strategic focus to major market-to-resource energy
projects," said Beach, citing expansion of the company's operations in Thailand
and Indonesia, and new business ventures including the Yadana natural gas
project in Myanmar, pipelines to transport crude oil and natural gas from
Turkmenistan to markets in Pakistan, an LPG terminal in China, exploration and
development opportunities in Bangladesh, Vietnam and Azerbaijan, and an
independent power project in Thailand.
UNO-VEN owns and operates a 153,000-barrel-per-day refinery near
Chicago, Ill. Through long-term relationships with a network of some 200
midwestern petroleum marketers (wholesalers), UNO-VEN supplies approximately
2,500 independently owned "76" branded retail outlets in 15 Midwest and eastern
states. The partnership has 1,100 employees and annual sales of more than $1.2
billion.
The transaction also includes the transfer of a 25 percent interest in
The Needle Coker Company from UNO-VEN to PDVSA. The transaction does not include
Unocal's sponge coke or the solvents businesses.
Unocal and PDVSA expect to complete the transaction in the first
quarter of 1997.
2
<PAGE>
The UNO-VEN Company
Fact Sheet
Refinery A 153,000-barrel-per-day facility, located
southwest of Chicago, in Romeoville, Ill.
Lubricants A lubricants blending and packaging plant in
Cincinnati, Ohio, plus two finished lubricant
distribution terminals
Terminals 11 company-owned light oil (gasoline, diesel fuel
and fuel oil) terminals, an aviation turbine fuel
terminal and a commercial network of more than 60
other terminals in 12 midwestern states
The Needle Coker Company 50% ownership of this manufacturer of needle coke
used to make electrodes for the steel industry
Market Area/States UNO-VEN markets "76" petroleum products in
Served Illinois, Wisconsin, Minnesota, Iowa, Michigan,
Indiana, Ohio, Kentucky, Nebraska, North Dakota,
South Dakota, and portions of Missouri, West
Virginia and New York.
Marketing Network Long-term relationships with 200 Midwestern
wholesalers; supplies 2,500 independently owned
"76" branded retail outlets in 15 Midwestern and
eastern states.
Crude Oil Supply UNO-VEN purchases the crude needed for its
refinery under a long-term contract with an
affiliate of PDVSA. The crude oil is shipped by
tank ship to the United States from Venezuela, and
then transported by pipeline from the U.S. Gulf
Coast to UNO-VEN's refinery near Chicago.
3
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNOCAL CORPORATION
(Registrant)
Date: December 30, 1996 By: CHARLES S. MCDOWELL
- ----------------------- ------------------------
Charles S. McDowell,
Vice President and Comptroller
4
