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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
UNOCAL CORPORATION
(NAME OF THE ISSUER)
UNOCAL CORPORATION
(NAME OF PERSON(S) FILING STATEMENT)
$3.50 CONVERTIBLE PREFERRED STOCK
(PAR VALUE $.10 PER SHARE)
(TITLE OF CLASS OF SECURITIES)
915289 20 1
(CUSIP NUMBER OF CLASS OF SECURITIES)
DENNIS P.R. CODON R. GREGORY MORGAN
VICE PRESIDENT, CHIEF LEGAL OFFICER AND GENERAL MUNGER, TOLLES & OLSON
COUNSEL 355 SOUTH GRAND AVENUE
UNOCAL CORPORATION LOS ANGELES, CALIFORNIA 90071
2141 ROSECRANS AVENUE, SUITE 4000 (213) 683-9100
EL SEGUNDO, CALIFORNIA 90245
(310) 726-7600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)
AUGUST 8, 1996
(DATE TENDER OFFER FIRST PUBLISHED, SENT OR GIVEN TO SECURITY HOLDERS)
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Pursuant to the requirements of Rule 13e-4(c)(3) promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and General
Instruction D to Schedule 13E-4 thereunder, Unocal Corporation, a Delaware
corporation ("Unocal"), hereby amends its Issuer Tender Offer Statement on
Schedule 13E-4 (File No. 1-8483) filed with the Securities and Exchange
Commission under the Exchange Act in connection with the filing under the
Securities Act of 1933, as amended, of a registration statement on Form S-4
(File Nos. 333-09137 and 333-09137-01), as amended by Pre-Effective Amendment
No. 1 thereto (the "Registration Statement"), regarding its offer to exchange
(the "Exchange Offer") 6 1/4% Trust Convertible Preferred Securities of Unocal
Capital Trust (the "Trust Preferred Securities") for up to all of the
outstanding shares of $3.50 Convertible Preferred Stock, par value $.10 per
share (the "$3.50 Preferred Stock"), of Unocal.
The Exchange Offer expired at 12:00 midnight, New York City time, on
Thursday, September 5, 1996. On September 11, 1996, Unocal exchanged
10,437,873 Trust Preferred Securities for 9,352,962 shares of $3.50 Preferred
Stock. Unocal obtained the 10,437,873 Trust Preferred Securities from Unocal
Capital Trust in consideration for $521,893,650 aggregate principal amount of
its 6 1/4% Convertible Junior Subordinated Debentures.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a) Prospectus, dated August 7, 1996 (Exhibit 1); Form of Newspaper
Announcement (Exhibit 2); Form of Letter of Transmittal (Exhibit 3); Form of
Notice of Guaranteed Delivery (Exhibit 4); Form of Letter to Registered
Holders and Depository Trust Participants (Exhibit 5); Form of Letter to
Clients (Exhibit 6); Press Release of Unocal issued on September 3, 1996
(Exhibit 11); Press Release of Unocal issued on September 6, 1996 (Exhibit
12); and Press Release of Unocal issued on September 11, 1996 (Exhibit 13).
(b) Form of Multiple Series Indenture, between Unocal and The Bank of New
York, as trustee (Exhibit 7); Form of First Supplemental Indenture, between
Unocal and The Bank of New York, as trustee, including form of 6 1/4%
Convertible Junior Subordinated Debenture (Exhibit 8); and Form of Preferred
Securities Guarantee Agreement (Exhibit 9).
(c) None.
(d) Tax Opinion of Miller & Chevalier, Chartered (Exhibit 10).
(e) The Prospectus is included in (a) above.
(f) None.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this amendment to the statement is true, complete
and correct.
Dated: September 16, 1996
UNOCAL CORPORATION
/s/ Neal E. Schmale
By: _________________________________
Neal E. Schmale
Chief Financial Officer
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INDEX TO EXHIBITS
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EXHIBIT DESCRIPTION
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1 Prospectus, dated August 7, 1996 (previously filed).
2 Form of Newspaper Announcement (incorporated by reference to Exhibit
99.5 to the Registration Statement, File Nos. 333-09137 and 333-
09137-01).
3 Form of Letter of Transmittal (incorporated by reference to Exhibit
99.1 to the Registration Statement, File Nos. 333-09137 and 333-
09137-01).
4 Form of Notice of Guaranteed Delivery (incorporated by reference to
Exhibit 99.2 to the Registration Statement, File Nos. 333-09137 and
333-09137-01).
5 Form of Letter to Registered Holders and Depository Trust
Participants (incorporated by reference to Exhibit 99.3 to the
Registration Statement, File Nos. 333-09137 and 333-09137-01).
6 Form of Letter to Clients (incorporated by reference to Exhibit 99.4
to the Registration Statement, File Nos. 333-09137 and 333-09137-01).
7 Form of Multiple Series Indenture, between Unocal and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.3 to Pre-
Effective Amendment No. 1 to the Registration Statement, File Nos.
333-09137 and 333-09137-01).
8 Form of First Supplemental Indenture, between Unocal and The Bank of
New York, as trustee, including form of 6 1/4% Convertible Junior
Subordinated Debenture (incorporated by reference to Exhibit 4.4 to
Pre-Effective Amendment No. 1 to the Registration Statement, File
Nos. 333-09137 and 333-09137-01).
9 Form of Preferred Securities Guarantee Agreement (incorporated by
reference to Exhibit 4.7 to the Registration Statement, File Nos.
333-09137 and 333-09137-01).
10 Tax Opinion of Miller & Chevalier, Chartered (incorporated by
reference to Exhibit 8.1 to Pre-Effective Amendment No. 1 to the
Registration Statement, File Nos. 333-09137 and 333-09137-01).
11 Press Release of Unocal issued on September 3, 1996 (incorporated by
reference to the Current Report on Form 8-K, File No. 1-8483, of
Unocal, dated September 3, 1996).
12 Press Release of Unocal issued on September 6, 1996 (incorporated by
reference to the Current Report on Form 8-K, File No. 1-8483, of
Unocal, dated September 6, 1996).
13 Press Release of Unocal issued on September 11, 1996 (incorporated by
reference to the Current Report on Form 8-K, File No. 1-8483, of
Unocal, dated September 11, 1996).
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