As filed with the Securities and Exchange Commission on August 21, 1998
Registration No: 333-_________
=======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------------
UNOCAL CORPORATION
(Exact name of registrant 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
(Address, including zip code, of Principal Executive Offices)
1998 MANAGEMENT INCENTIVE PROGRAM
(Full title of the plan)
DENNIS P.R. CODON, ESQ.
VICE PRESIDENT, CHIEF LEGAL OFFICER 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
Title of Maximum Maximum Amount
Securities Offering Aggregate of
to be Amount to be Price Per Offering Registra-
Registered Registered Share (1) Price (1) tion Fee
=======================================================================
Common Stock,
$1.00 par value
per share
(including
Preferred Stock
Purchase Rights) 8,250,000 shares $34.96875 $288,492,187.75 $85,105
=======================================================================
(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 August 19,
1998.
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"):
(a) The Annual Report on Form 10-K of Unocal Corporation ("Unocal") for
the fiscal year ended December 31, 1997;
(b) The Quarterly Reports on Form 10-Q of Unocal for the fiscal
quarters ended March 31, 1998, and June 30, 1998;
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997; and
(d) The description of Unocal's Common Stock, $1.00 par value per share
("Common Stock") set forth under the caption "Description of the
Common Stock," included in the Registration Statement on Form S-3
of Union Oil Company of California, Unocal and Unocal Capital Trust
II (File Nos. 333-58415, 333-58415-01 and 333-58415-02). The
descriptions of the associated Preferred Stock Purchase Rights) and
the 6 1/4% Trust Convertible Preferred Securities of Unocal Capital
Trust, (the "Trust Convertible Preferred Securities"), the
guarantee thereof by Unocal (the "Guarantee"), and the 6 1/4%
Convertible Junior Subordinated Debentures of Unocal (the
"Convertible Debentures") (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 Trust Convertible Preferred
Securities," "Description of the Guarantee," "Description of the
Convertible Debentures," and "Effect of Obligations under the
Convertible Debentures and the Guarantee" in the Prospectus dated
August 7, 1996, included in the Registration Statement on Form S-4
of Unocal and Unocal Capital Trust (File Nos. 333-09137 and 333-
09137-01), as amended by Pre-Effective Amendment No. 1 thereto.
All documents filed by Unocal pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act 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 hereof 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, General Counsel and Chief Legal Officer of
Unocal. As of August 19,1998, Mr. Codon owned beneficially 23,245
shares of Common Stock. He also held options to purchase 57,088 shares
of Common Stock at prices ranging from $26.375 to $38.8125, with
expiration dates ranging from 2003 to 2008. In addition, Mr. Codon
held 15,800 performance share units, which could be paid out in up to
31,600 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.
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 of its
directors and officers 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 7 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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(b) 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;
(c) To include any material information with respect to
the plan distribution not previously disclosed in this
statement or any material change to such information in
this registration statement;
Provided, however, that the undertakings set forth in
paragraphs (a) and (b) 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.
(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.
<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 August 20, 1998.
UNOCAL CORPORATION
By /S/ JOE D. CECIL
--------------------------
Joe D. Cecil
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
--------- ----- ----
/S/ ROGER C. BEACH * Chairman of the
- --------------------------- Board of Directors and August 20, 1998
Roger C. Beach Chief Executive Officer
/S/ TIMOTHY H. LING *
- --------------------------- Chief Financial Officer August 20, 1998
Timothy H. Ling
/S/ JOE D. CECIL Vice President and
- --------------------------- Comptroller (Principal August 20, 1998
Joe D. Cecil Accounting Officer)
/S/ JOHN W. AMERMAN *
- --------------------------- Director August 20, 1998
John W. Amerman
/S/ JOHN W. CREIGHTON, JR. *
- --------------------------- Director August 20, 1998
John W. Creighton, Jr.
/S/ MALCOLM R. CURRIE *
- --------------------------- Director August 20, 1998
Malcolm R. Currie
/S/ FRANK C. HERRINGER *
- --------------------------- Director August 20, 1998
Frank C. Herringer
/S/ JOHN F. IMLE, JR. *
- --------------------------- Director August 20, 1998
John F. Imle, Jr.
/S/ CHARLES R. WEAVER *
- --------------------------- Director August 20, 1998
Charles R. Weaver
/S/ MARINA V.N. WHITMAN *
- --------------------------- Director August 20, 1998
Marina v.N. Whitman
/S/ KEVIN W. SHARER *
- --------------------------- Director August 20, 1998
Kevin W. Sharer
* By /S/ JOE D. CECIL
-----------------------
Joe D. Cecil
Pursuant to the requirements of the Securities Act of 1933, the members
of the Management Development and Compensation Committee who administer
the 1998 Management Incentive Program, 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, August 20, 1998.
1998 MANAGEMENT INCENTIVE PROGRAM
By /S/ JOHN W. AMERMAN *
------------------------------
John W. Amerman
Member, Management Development
and Compensation Committee
* By /S/ JOE D. CECIL
-------------------------
Joe D. Cecil
<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 June 1, 1998, and currently in
effect (incorporated by reference to Exhibit 3.4 to the
Registration Statement on Form S-3 of Union Oil Company of
California, Unocal and Unocal Capital Trust II (File Nos. 333-
58415, 333-58415-01 and 333-58415-02).
4.3 Rights Agreement, dated as of January 29, 1990, between Unocal
and The Chase Manhattan Bank, as successor 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., Vice President, Chief
Legal Officer and General Counsel, of Unocal.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Dennis P. R. Codon, Esq., Vice President, Chief
Legal Officer and General Counsel of Unocal (included in
Exhibit 5).
24 Power of Attorney.
UNOCAL CORPORATION
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Telephone (310) 726-7651
Facsimile (310) 726-7815
UNOCAL [Logo]
August 20, 1998
DENNIS P.R. CODON
Vice President, Chief Legal Officer
and General Counsel
Unocal Corporation
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
Re: Unocal 1998 Management Incentive Program
Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
I am the Vice President, Chief Legal Officer and General
Counsel of Unocal Corporation, a Delaware corporation ("UNOCAL"),
and as such I, and attorneys working for me, have acted on behalf
of Unocal as counsel 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 Registration Statement relates to
the registration under the Securities Act of 1933, as amended
(the "SECURITIES ACT"), of shares (the "SHARES") of Unocal Common
Stock, par value $1.00 per share (the "COMMON STOCK"), to be
issued under the Unocal 1998 Management Incentive Plan (the
"PLAN").
This opinion is rendered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K of the Securities and
Exchange Commission.
I, or such attorneys working for me, 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 Certificate
of Incorporation and Bylaws of Unocal, as amended to date; the
Rights Agreement, dated January 29, 1990 between Unocal and The
Chase Manhattan Bank, as successor rights agent; certain
resolutions adopted by the Board of Directors of Unocal at a
meeting duly called and held on June 1, 1998; the Plan; 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 for
me, 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
for me who are more familiar with such matters.
<PAGE>
Unocal Corporation
August 20, 1998
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, to the exclusion of
all other jurisdictions.
Based on and subject to the foregoing, I am of the opinion
that the Shares were duly authorized for issuance by the Board of
Directors of Unocal and that, when one or more certificates
evidencing the Shares has been duly countersigned by the transfer
agent and registrar for the Common Stock, and the Shares have
been issued to and paid for in accordance with the Plan and
procedures established between the transfer agent and registrar
for the Common Stock and The Depository Trust Company, the shares
will be validly issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange 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.
Sincerely,
/s/ Dennis 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 16, 1998, on our audits of the consolidated
financial statements and financial statement schedule of Unocal
Corporation and its subsidiaries as of December 31, 1997 and 1996
and for each of the three years in the period ended December 31,
1997, which report is included in Unocal Corporation's Annual
Report on Form 10-K for the year ended December 31, 1997. Our
report includes an explanatory paragraph with respect to the
change in method of accounting for impairment of long-lived
assets and long-lived assets to be disposed of in 1995. We also
consent to the reference to our firm under the caption "Experts
and Counsel."
Los Angeles, California
August 20, 1998
POWER OF ATTORNEY
By signing below, each of the undersigned officers and/or
directors of Unocal Corporation, a Delaware corporation, hereby
constitutes and appoints Timothy H. Ling, Joe D. Cecil 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 June 1, 1998.
SIGNATURE TITLE
/s/ Roger C. Beach Chairman of the Board of
_________________________ Directors and
Roger C. Beach Chief Executive Officer
/s/ Timothy H. Ling Chief Financial Officer
_________________________
Timothy H. Ling
/s/ John W. Amerman Director
_________________________
John W. Amerman
/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/ Charles R. Weaver Director
_________________________
Charles R. Weaver
/s/ Marina v.N. Whitman Director
_________________________
Marina v.N. Whitman
/s/ Kevin W. Sharer Director
_________________________
Kevin W. Sharer
