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) September 3, 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 September 3, 1996, the following news release was issued:
Unocal Announces Exchange and Conversion Ratios
for New Trust Convertible Preferred Securities
----------------------------------------------
El Segundo, Calif., Sept. 3, 1996 -- Unocal Corporation today announced
the exchange and conversion ratios of its offer to exchange new 6-1/4% Trust
Convertible Preferred Securities of Unocal Capital Trust for existing shares of
the company's outstanding $3.50 Convertible Preferred Stock.
The ratios were determined by formulas set out in the exchange offer
prospectus dated Aug. 7, 1996.
The company will exchange 1.116 of the 6-1/4% Trust Convertible
Preferred Securities for each existing share of the $3.50 Convertible Preferred
Stock that is validly tendered and accepted under the company's current exchange
offer.
Each Trust Convertible Preferred Security, which will have a
liquidation amount of $50 per security, will be convertible into 1.175 shares of
Unocal common stock beginning 90 days following the first day of issuance of the
Trust Convertible Preferred Securities. This conversion ratio is based on a
conversion price of $42.56 per share of Unocal common stock.
The exchange offer expires at 12:00 midnight, New York City time, on
Sept. 5, 1996. Consummation of the offer is conditioned on receipt of at least
4,000,000 validly tendered shares of the $3.50 Convertible Preferred Stock.
Morgan Stanley & Co. Incorporated and Goldman, Sachs & Co. are acting as
dealer managers to solicit exchanges. The Bank of New York is acting as exchange
agent.
The exchange offer prospectus is available from D.F. King & Co., 77 Water
Street, New York, NY 10005 (Toll free: 800/848-3051; Collect: 212/269-5550),
which has been retained as information agent. Holders of the $3.50 Convertible
Preferred Stock should contact Morgan Stanley (800/835-9668, ext. 2262) or
Goldman, Sachs (800/323-5678) for additional information.
1
<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: September 3, 1996 By: /s/ CHARLES S. MCDOWELL
- ------------------------ -----------------------
Charles S. McDowell,
Vice President and Comptroller
2
<PAGE>
