<PAGE>
As filed with the Securities and Exchange Commission on February 18, 1999
Registration No. [ ]
Post-Effective Amendment No. 2 to Registration Statement No. 33-50555
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNOCAL CORPORATION
(Exact name of registrant as 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
(310) 726-7600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Dennis P. R. Codon, Esq.
Vice President and General Counsel
UNOCAL CORPORATION
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Approximate date of commencement of proposed sale to the public: February 18,
1999.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [X]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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<PAGE>
Unocal Corporation
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
[LOGO OF UNOCAL 76]
February 18, 1999
Dear Stockholder:
Enclosed is an amended prospectus for Unocal's Dividend Reinvestment and
Common Stock Purchase Plan (the "Plan"), replacing the prior prospectus.
The amended prospectus reflects changes in the Plan that will take effect on
March 1, 1999. These changes include the following:
. We will no longer offer a 1% discount on purchases of Common Stock using
dividends reinvested under the Plan.
. We will discontinue paying trading fees for market purchases of Common
Stock under the Plan. Plan participants will pay minimal trading fees
(currently $.05 per share).
. The plan administrator, through its designee ChaseMellon Shareholder
Services, L.L.C. ("ChaseMellon"), will allow participants to withdraw and
liquidate plan shares through ChaseMellon's interactive voice response
("IVR") system. The IVR system is expected to speed up the process of
withdrawing or liquidating shares. We have attached a separate notice
from ChaseMellon regarding the IVR system.
We encourage you to read the entire prospectus for the details of the Plan
and to keep the prospectus for your future reference.
If you have questions concerning the Plan or your Plan account, please call
the plan administrator at 1-800-279-1249. A customer service representative
will be happy to assist you.
Sincerely,
Brigitte M. Dewez
Corporate Secretary
<PAGE>
PROSPECTUS
[LOGO OF UNOCAL 76]
Unocal Corporation
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
Unocal Corporation ("Unocal") offers you the opportunity to participate in
our Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") if you
own 25 or more shares of Unocal's Common Stock, $1.00 par value per share. The
Plan allows you to reinvest the cash dividends paid on all or any portion of
your shares of Common Stock in additional shares of Common Stock. The Plan
also allows you to invest cash deposits in shares of Common Stock whether or
not you choose to reinvest cash dividends.
Effective March 1, 1999, we amended the Plan (1) to eliminate the 1%
discount from market price for the investment of dividends paid on Common
Stock and (2) to discontinue the payment by us of trading fees for shares
purchased under the Plan and to provide that Plan participants will pay any
such amounts.
Keep this prospectus for future reference.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED THESE SECURITIES OR DETERMINED
THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
You should rely only upon the information provided in this prospectus or
incorporated herein by reference. Unocal has not authorized anyone else to
provide you with information or make representations regarding the subject of
this prospectus. This prospectus does not constitute an offer to sell or a
solicitation of an offer to buy securities in any state where such an offer or
solicitation is unlawful.
No underwriting discounts or commissions will be paid.
The date of this prospectus is February 18, 1999.
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). Our SEC
filings are available to the public over the Internet at the SEC's web site at
http://www.sec.gov. You may also read and copy any prospectus we file with the
SEC at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington,
D.C. 20549, as well as at the SEC's regional offices in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the SEC's public reference facilities.
We have filed a registration statement with the SEC on Form S-3 pursuant to
the Securities Act of 1933 with respect to the Common Stock. In accordance
with the rules and regulations of the SEC, this prospectus does not contain
all of the information set forth in the registration statement. For further
information regarding the Common Stock, you may examine our registration
statements without charge at the SEC's public reference facilities identified
above.
Reports, proxy statements and other information concerning our company can
also be inspected and copied at the offices of the New York Stock Exchange at
20 Broad Street, 17th Floor, New York, New York 10005; the Chicago Stock
Exchange at 440 S. LaSalle Street, Suite 518, Chicago, Illinois 60605; and the
Pacific Exchange at 115 Sansome Street, 3rd Floor, San Francisco, California
94104. The Common Stock is listed on these Exchanges. We are currently in the
process of delisting the Common Stock from the Chicago Stock Exchange and the
Pacific Exchange.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
the SEC. This means that we can disclose important information to you by
referring you to the documents we file with the SEC. The information
incorporated by reference is an important part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c),
14, or 15(d) of the Securities and Exchange Act of 1934:
. Unocal's Annual Report on Form 10-K for the fiscal year ended December
31, 1997;
. Unocal's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, June 30 and September 30, 1998;
. Unocal's Current Reports on Form 8-K dated January 28, 1998, February
13, 1998, February 25, 1998, April 15, 1998, April 28, 1998, June 3,
1998, June 17, 1998 (as amended by Amendment No. 1 thereto on Form 8-
K/A), July 14, 1998, July 28, 1998, August 17, 1998, August 24, 1998,
September 2, 1998, September 16, 1998, October 27, 1998, November 11,
1998, December 7, 1998, January 26, 1999, January 27, 1999 and
February 8, 1999;
. The description of the Common Stock set forth under the caption
"Description of the Common Stock" in the prospectus dated February 3,
1995, included in the registration statement on Form S-3 of Union Oil
Company of California and Unocal (File Nos. 33-54861 and 33-54861-01),
as amended by Amendment No. 1 thereto.
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You may obtain copies of certain documents incorporated herein at our web
site at http://www.unocal.com. You also may request a copy of any document
incorporated herein by reference by writing or telephoning us at the
following:
Stockholder Services Department, Unocal Corporation,
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
(310) 726-7600
UNOCAL CORPORATION
Unocal was incorporated in Delaware in 1983 to operate as the parent company
of Union Oil Company of California ("Union Oil"), which was incorporated in
California in 1890. Unocal conducts substantially all of its operations
through Union Oil and its subsidiaries. Unocal is the world's largest
independent oil and gas exploration and production Company, with major oil and
gas exploration and production activities in Asia and the United States Gulf
of Mexico. Unocal is also a leading producer of geothermal energy; a provider
of electrical power; and a manufacturer and marketer of nitrogen-based
fertilizers, petroleum coke, graphites and specialty minerals.
The principal executive offices of Unocal are located at 2141 Rosecrans
Avenue, Suite 4000, El Segundo, California 90245 and the telephone number at
that address is (310) 726-7600.
3
<PAGE>
DESCRIPTION OF THE PLAN
In this prospectus, the words "Unocal," "we," "our," "ours," and "us" refer
to Unocal Corporation and, except if otherwise specified, to our subsidiaries.
The Plan has been in effect since November 12, 1993. Effective March 1,
1999, we amended the Plan (1) to eliminate the 1% discount from market price
for the investment of dividends paid on Common Stock and (2) to discontinue
the payment by us of trading fees for shares purchased under the Plan and to
provide that Plan participants will pay any such amounts.
PURPOSE
Q:What is the purpose of the Plan?
A: The Plan provides shareholders who qualify with a convenient and economical
method of investing cash dividends and cash deposits in additional shares
of Common Stock. The Plan is intended for the benefit of long-term
investors and not for investors pursuing short-term transaction profits.
Q:What does the Plan offer?
A: If you are eligible to participate in the Plan (See "Eligibility"), you may
have the cash dividends paid on all or any portion of your shares of Common
Stock automatically invested in additional shares of Common Stock. You may
also invest in shares of Common Stock by making optional cash deposits of
not less than $50 and not more than $10,000 each month. You may make
optional cash deposits even if you choose not to reinvest the dividends
from your shares of Common Stock.
Q:What are the advantages of participation in the Plan?
A: By participating in the Plan:
. You can acquire additional shares of Common Stock by:
-- investing cash dividends paid on all or part of your shares of Common
Stock; or
-- making investments of at least $50 but not more than $10,000 per
month by means of optional cash deposits.
. You pay only minimal trading fees (currently $.05 per share) for shares
purchased on the market with dividends.
. You pay a fee equal to only 5% of funds invested with optional cash
deposits, with a maximum of $3.00 per transaction, plus minimal trading
fees (currently $.05 per share for shares purchased on the market).
. Full investment of funds is possible because fractional shares can be
credited to your plan account.
. You can withdraw or liquidate a portion of the shares of Common Stock in
your plan account without terminating your participation in the Plan.
. At no charge to you, the plan administrator will maintain your share
position in the Plan by a book entry account.
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. Your record keeping is simplified through the receipt of statements of
your book account reflecting all current activity, including share
purchases and withdrawals.
. Once enrolled in the Plan, you will not be required to take any further
action to continue your participation in the Plan, so long as you
continue to meet the requisite eligibility requirements.
ADMINISTRATION
Q:Who administers the Plan?
A: The Chase Manhattan Bank is the plan administrator for the Plan. The Chase
Manhattan Bank has designated its affiliate, ChaseMellon Shareholder
Services, L.L.C., and other agents to perform certain services for the
Plan. These companies will purchase and hold shares of stock for
participants, keep records, send statements and perform other duties
required by the Plan.
The plan administrator may be contacted at ChaseMellon Shareholder
Services, L.L.C. as detailed below.
Q:How do I contact the plan administrator?
A: For information about the Plan or to use the interactive voice response
("IVR") system to transact business with respect to your plan account:
Call ChaseMellon Shareholder Services, L.L.C.: 1-800-279-1249
(SELECT "DIVIDEND
REINVESTMENT" OPTION)
You must obtain a Personal Identification Number or "PIN" to make use
of the IVR system. The IVR system allows you to direct the plan
administrator to sell or withdraw shares from your plan account. This
system may be subject to change at any time.
Written requests and notices should be mailed as follows:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
INVESTMENT SERVICES
P.O. BOX 3338
SOUTH HACKENSACK, NEW JERSEY 07606-1939
For beneficial owners of Common Stock, you must contact your bank, broker
or other nominee to enroll and participate in the Plan.
Q:What does the plan administrator do?
A: The plan administrator will administer the Plan. This includes purchasing
shares of Common Stock, either from us or on the open market, with
dividends and cash deposits in accordance with the Plan. The plan
administrator will also sell shares of Common Stock, keep records relating
to the Plan, and send account statements to plan participants. The plan
administrator will keep records of your plan shares in book-entry until you
request a stock certificate for your shares or your participation in the
Plan is terminated for any reason.
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The Chase Manhattan Bank is a lending bank under the $1,000,000,000 Credit
and Guarantee Agreement dated as of October 10, 1997, among Union Oil
Company of California and Unocal Canada Limited, as borrowers, Unocal as
guarantor and a syndicate of banks. The Chase Manhattan Bank is also the
successor Rights Agent under the Rights Agreement dated as of January 29,
1990. The Chase Manhattan Bank and Trust Company, National Association, an
affiliate of the Chase Manhattan Bank, is the senior Trustee under an
Indenture dated as of February 3, 1995 for certain debt of Union Oil
Company of California guaranteed by Unocal.
ChaseMellon Shareholder Services, L.L.C. also acts as a dividend disbursing
agent, transfer agent and registrar for the Common Stock. Our company and
its subsidiaries currently have and may in the future enter into various
banking and other relationships with the plan administrator or the transfer
agent.
We can adopt rules and regulations to govern the administration of the Plan
at any time.
ELIGIBILITY
Q:Who is eligible to participate in the Plan?
A: You are eligible to participate in the Plan if: (i) you own at least 25
shares of Common Stock as a registered or beneficial owner; and (ii) you,
or the record owner of your shares, have an address of record in the United
States. In determining eligibility for the Plan, we will not add together
the shares you own as a beneficial owner with the shares you own as a
registered owner. For example, if your have only 25 shares of Common Stock
and those shares are partially owned as a registered owner and partially
owned as a beneficial owner, you will not qualify.
You will also not be eligible to participate in the Plan if you reside in a
state or country in which this offer is unlawful.
Q:What is the difference between a registered owner and a beneficial owner?
A: You are a "registered owner" if your shares of Common Stock are registered
in your name. You are a "beneficial owner" if your shares of Common Stock
are not registered in your name but in the name of some other party, such
as a bank, broker or other nominee.
If you are a registered owner, you can communicate directly with the plan
administrator. Beneficial owners cannot communicate directly with the plan
administrator. If you are a beneficial owner, you must make arrangements to
participate in the Plan with the bank, broker or other nominee who is the
record owner of your shares. If you are a beneficial owner, we cannot
guarantee that you will be able to participate in the Plan.
ENROLLMENT
Q:When can I enroll in the Plan?
A: You can enroll in the Plan at any time. You will remain enrolled in the
Plan until your participation in the Plan terminates or the Plan terminates
(See "Termination of Participation").
Q:How do I enroll in the Plan?
A: If you are currently enrolled in the Plan, you do not need to take any
action to continue participating in the Plan.
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Registered Owners. You may enroll in the Plan by completing and signing an
authorization card and returning it as directed by the plan administrator.
You may obtain an authorization card through the automated telephone system
or by writing to the plan administrator (See "Administration").
Beneficial Owners. You must instruct your bank, broker or other nominee in
whose name your shares are registered to reinvest dividends and make
optional cash deposits through the plan administrator.
Q:What does the authorization card do?
A: By signing the authorization card or instructing your broker, bank or other
nominee to reinvest dividends and make optional cash deposits on your
behalf, you are appointing the plan administrator as your agent. The
authorization card authorizes the plan administrator to retain the cash
dividends paid on all or a specified number of the shares of Common Stock
you own on the applicable record date, as well as any cash dividends paid
on all whole and fractional shares of Common Stock credited to your plan
account.
The authorization card directs the plan administrator to purchase shares of
Common Stock on your behalf in accordance with the investment option you
select under the Plan.
You will be asked to choose from one of the following investment options:
. Full Dividend Reinvestment. The plan administrator will apply all of the
following amounts (less any applicable fees) toward the purchase of
shares of Common Stock: (i) cash dividends paid on all shares of Common
Stock owned by you on the applicable record date; (ii) cash dividends
paid on all whole and fractional shares of Common Stock credited to your
plan account; and (iii) optional cash deposits that you make.
. Partial Dividend Reinvestment. The plan administrator will apply all of
the following amounts (less any applicable fees) toward the purchase of
shares of Common Stock: (i) cash dividends paid on the number of shares
that you specify of Common Stock owned by you on the applicable record
date; (ii) cash dividends paid on all whole and fractional shares of
Common Stock credited to your plan account; and (iii) optional cash
deposits that you make.
. Optional Cash Deposits Only. The plan administrator will apply optional
cash deposits that you make (less any applicable fees) toward the
purchase of shares of Common Stock.
All shares purchased under the Plan will be plan shares, and all subsequent
dividends paid thereon will be automatically reinvested in shares of Common
Stock. If you would prefer to receive cash payments of dividends paid on
your plan shares rather than reinvest such dividends, you must withdraw
those shares from the Plan by notifying the plan administrator.
If you are a beneficial owner, you must instruct your bank, broker or other
nominee to forward your investment options to the plan administrator.
If you are a beneficial owner and wish to make optional cash deposits, we
may require that your bank, broker or other nominee provide the plan
administrator with an additional written certification.
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Q:Are there special instructions on how to fill out the authorization card?
A: You must select one of the available investment options and sign the
authorization card exactly as your name appears on the authorization card.
If the authorization card is not filled out correctly or completely, the
plan administrator will return it to you.
Q:How do I change my investment options?
A: You may change your investment options at any time by submitting a new
authorization card to the plan administrator. If you are a beneficial
owner, you must instruct your bank, broker or other nominee to change your
investment options through the plan administrator.
Q: What additional certification may be required in order for my bank, broker
or other nominee to make optional cash deposits on my behalf?
A: Because there is a limit on monthly optional cash deposits by an individual
participant, the plan administrator may not accept an optional cash deposit
from your bank, broker or other nominee in excess of $10,000 without a
proper certification from it. The certification must represent and warrant
to the plan administrator that no single beneficial owner is making an
optional cash deposit in excess of the $10,000 monthly limit. The form and
substance of such certification must be acceptable to the plan
administrator.
Q:Will any interest be paid on dividends or optional cash deposits?
A: We and the plan administrator will not pay interest on dividends or
optional cash deposits while pending investment or at any time.
Q:When does my enrollment take effect?
A: For Dividends. Your enrollment will take effect for a particular dividend
if the plan administrator receives your authorization card before the
record date established for that dividend. If the plan administrator
receives your authorization card on or after that record date, the
investment of dividends will begin on the record date established for the
next dividend.
For Optional Cash Deposits. Your enrollment will take effect with respect
to a particular optional cash deposit if the plan administrator receives
your authorization card no less than one business day prior to the
"Investment Date," which is either (i) the date dividends are paid on the
Common Stock; or (ii) in months when there is no dividend payment date, the
tenth day of the month that the New York Stock Exchange is open for
trading. If you have any questions regarding the Investment Date, you
should contact the plan administrator.
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PURCHASES
Q:What is the source of Common Stock purchased by the plan administrator?
A: At our option, the plan administrator will purchase Common Stock either
directly from us, in which event such Common Stock will come from either
authorized but unissued shares or shares held in our treasury, from the
open market, or from a combination of the foregoing.
Q:What is the date of purchase for shares purchased under the Plan?
A: Shares Purchased with Dividends. We will establish payment dates for
dividends paid on the Common Stock as such dividends may be declared by our
board of directors from time to time. Shares purchased with such dividends
will be purchased as of the relevant dividend payment date. Open market
purchases with such dividends will commence on the relevant dividend
payment date and will promptly continue until completed. We may, however,
defer the sale of shares to the plan administrator or direct the plan
administrator to defer open market purchases to a later date if we believe
that this is necessary or advisable. The Plan does not create a dividend
policy or guarantee the payment of future dividends. The declaration and
payment of any dividend is subject to the determination of our board of
directors based upon our earnings, financial condition and other factors.
Shares Purchased with Optional Cash Deposits. Shares purchased with
optional cash deposits, payable to The Chase Manhattan Bank, will be
purchased as of each Investment Date. Open market purchases with optional
cash deposits will commence on the Investment Date and will promptly
continue until completed. We may, however, defer the sale of shares to the
plan administrator or direct the plan administrator to defer open market
purchases to a later date if we believe that this is necessary or
advisable.
Q:How is the price calculated for shares purchased for my account under the
Plan?
A: The price per share of Common Stock purchased from us will be the average,
computed to three decimal places, of the daily high and low prices of the
Common Stock, as reported for New York Stock Exchange Composite
Transactions by Reuters America Inc. (or, if Reuters America Inc.
quotations are not available for any such day, as reported by The Wall
Street Journal) for the three days that the Common Stock is traded on the
New York Stock Exchange immediately prior to the relevant dividend payment
date or Investment Date.
For open market purchases using dividends, the price per share of Common
Stock will be the weighted average, computed to three decimal places, of
the purchase prices for all Common Stock purchased by the plan
administrator with the total amount of all dividends being reinvested.
For open market purchases using optional cash deposits, the price per share
of Common Stock will be the weighted average, computed to three decimal
places, of the purchase prices of all Common Stock purchased by the plan
administrator as of each Investment Date.
Q:What are the monthly limits on the amount of my optional cash deposits?
A: Your optional cash deposits are subject to a minimum monthly purchase limit
of $50 and a maximum monthly purchase limit of $10,000. Optional cash
deposits of less than $50 or in excess of $10,000 will be returned without
interest.
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Q:Am I required to make optional cash deposits every month?
A: No. You are not obligated to make any optional cash deposit at any time.
Q:Do my optional cash deposits have to be for the same amount every time?
A: No. Your optional cash deposits can change from month to month.
Q:When must optional cash deposits be received?
A: The plan administrator must receive your optional cash deposit at least one
full business day prior to the Investment Date. Optional cash deposits must
be in U.S. dollars. Optional cash deposits received other than in
compliance with the Plan will be returned without interest.
Q:How can I have an optional cash deposit returned?
A: In order to have any optional cash deposit returned to you, you must make a
written request to the plan administrator for the return of the optional
cash deposit. The plan administrator must receive your written request no
later than one business day prior to the relevant Investment Date.
Q: How will the plan administrator determine the number of shares to credit to
my plan account?
A: The plan administrator will credit your plan account with the number of
shares (including fractions computed to four decimal places) equal to the
amount invested on your behalf divided by the purchase price per share as
calculated above. Fees will be deducted from your dividends or optional
cash deposits prior to the investment of such dividends or optional cash
deposits (See "Costs and Expenses").
COSTS AND EXPENSES
Q:What costs or expenses will I pay?
A: For shares purchased on the market with cash dividends, you will be charged
a trading fee (currently $.05 per share). For shares purchased with
optional cash deposits, you will be charged: (i) a trading fee (currently
$.05 per share for shares purchased on the market), and (ii) an additional
fee equal to 5% of the total funds invested in a particular transaction,
with a maximum additional fee of $3.00 per transaction.
The trading fee is subject to change at any time without notice to you. If
you have any questions regarding trading fees, contact the plan
administrator.
You will also be charged $5.00 each time a stock certificate is issued for
the withdrawal of your plan shares.
You will be charged trading fees, nominal SEC fees and a $15.00
administration fee if you request that the plan administrator sell your
plan shares.
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REPORTS
Q:What reports will I receive from the plan administrator?
A: For each month when there is activity in your plan account, the plan
administrator will mail a statement of account to you or the registered
owner of your shares. The account statement will provide you with a record
of the number of shares held in your account by the plan administrator,
your account activity, and the cost of your purchases under the Plan. You
should retain your account statements for tax purposes.
If you are a registered owner, each year you will receive an Internal
Revenue Service information statement for reporting dividend income
received.
STOCK CERTIFICATES AND SAFEKEEPING
Q: How will certificates be issued for Common Stock purchased under the Plan?
A: All shares acquired under the Plan for which certificates have not been
issued to a participant in the Plan will be held in the name of the plan
administrator or its nominee. Stock certificates will be issued to any
participant upon request.
Your account will be maintained in the name that your stock was shown as
registered on the authorization card. Stock certificates for whole shares
purchased under the Plan will be similarly registered when issued upon your
request. If you are a beneficial owner, your request must be placed through
your banker, broker or other nominee. If you wish to pledge shares credited
to your plan account, you must first withdraw such shares from the account
(See "Withdrawal and Liquidation of Shares from Plan Accounts").
You may deliver unendorsed stock certificates to the plan administrator for
deposit along with the authorization card when enrolling those shares in
the Plan, or you may do so at any time thereafter upon written request
while participating in the Plan. You are responsible for any loss in
transit of any stock certificate mailed to the plan administrator. The use
of registered insured mail is suggested. The plan administrator can
maintain plan shares in its name or in the name of its nominee.
WITHDRAWAL AND LIQUIDATION OF SHARES FROM PLAN ACCOUNTS
Q: How can I withdraw shares from the Plan?
A: Registered Owners. You can withdraw a portion of the shares in your plan
account at any time through the IVR system or by writing to the plan
administrator (See "Administration"). You must specify the number of shares
to be withdrawn. For requests made through the IVR system, a $5.00 fee will
be deducted from any fractional shares that you withdraw at the time of the
particular withdrawal or that you subsequently withdraw from your plan
account. For written requests, you must include a check for $5.00, made out
to ChaseMellon Shareholder Services, L.L.C., for each certificate to be
issued.
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A stock certificate for the number of whole shares of Common Stock
withdrawn will be issued and registered in your name. In no case will
certificates for fractional shares of Common Stock be issued.
Beneficial Owners. You may withdraw your shares only through your banker,
broker or other nominee.
Q: Will dividends paid on shares I have withdrawn from the Plan continue to be
reinvested?
A: If you have chosen the "Full Dividend Reinvestment" investment option, cash
dividends paid on withdrawn shares will continue to be reinvested. If,
however, you have elected to participate in the "Partial Dividend
Reinvestment" investment option, the plan administrator will continue to
reinvest only those dividends paid on the number of shares specified on
your authorization card and your remaining plan shares, if any.
Q: How can I liquidate shares purchased under the Plan?
A: Registered Owners. You can liquidate a portion of the shares in your plan
account through the IVR system or by writing to the plan administrator (See
"Administration"). As soon as practicable after receiving your request, the
plan administrator will sell the specified number of shares at the
prevailing market price. If you make your request through the IVR system
before 1:00 p.m. Eastern Time, the plan administrator will generally sell
your shares the same day, subject to market conditions and other factors.
You will receive the proceeds of the sale, less trading fees (currently
$.05 per share), a nominal SEC fee and a $15.00 administration fee.
Beneficial Owners. You must make your request to liquidate shares through
your bank, broker or other nominee.
TERMINATION OF PARTICIPATION
Q: How and when can my participation in the Plan be terminated?
A: You may terminate your participation in the Plan at any time by providing
written notice to the plan administrator as follows: (i) with respect to
dividend reinvestments, prior to the next record date for the payment of
dividends; and (ii) with respect to optional cash deposits, at least one
full business day prior to the next Investment Date.
We can terminate your participation in the Plan at any time. We will
terminate your participation immediately and without notice if we believe
you have acted in a manner inconsistent with the purpose of the Plan (See
"Purpose").
Your participation in the Plan may also be terminated if you cease to meet
the eligibility requirements of the Plan (See "Eligibility"). We will
provide you with written notice 90 days prior to termination for failing to
meet such requirements. You will have the opportunity to increase your
share ownership to meet the eligibility requirements during those 90 days.
If you fail to do so, we will automatically terminate your participation in
the Plan at the end of the 90-day period.
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<PAGE>
Q: What happens after my participation in the Plan is terminated?
A: In the absence of a request from you that your shares be sold, upon
termination of your participation in the Plan, you will receive a stock
certificate for the number of whole shares in your plan account and a check
for an amount equal to the value of any fraction of a share in your plan
account. The plan administrator will deduct a $5.00 fee from your check for
each stock certificate that has been issued from your plan account.
If you request that all your shares be sold, the sale will be made by the
plan administrator at the prevailing market price as soon as practicable
after such request is received. You will receive the proceeds of the sale,
less a trading fee, a nominal SEC fee, a $15.00 administration fee and any
accumulated fees for previously issued stock certificates.
STOCK DIVIDENDS AND STOCK SPLITS
Q: What happens in the event of a stock dividend or stock split?
A: All stock dividends and split shares that we distribute on our Common Stock
will be credited pro rata to your account.
VOTING RIGHTS
Q: Will the plan administrator vote stock credited to my plan account at
shareholders meetings?
A: The plan administrator will vote your shares that are in its custody only
in accordance with your instructions.
INCOME TAX CONSEQUENCES
Q: What are the income tax consequences of participation in the Plan?
A: The following summary is based upon an interpretation of current federal
tax law.
The fair market value of stock purchased with invested dividends will be
treated as income to you for federal income tax purposes as of the dividend
payment date.
If you are subject to backup withholding, only the net amount of the
dividend less the backup withholding will be invested. Reports to you will
show the amount of dividends invested and tax withheld.
If you are deemed to have received a distribution for federal income tax
purposes, you will be provided with a year-end statement (currently IRS
Form 1099-DIV) that will be needed to complete your federal tax return. The
statement will show the amount of dividends invested, and trading fees paid
by you and, if appropriate, any tax withheld.
You may be subject to state income taxes and accompanying withholding
requirements.
You are urged to consult your tax advisors as necessary to remain current
on federal and state tax consequences of being a participant in the Plan.
13
<PAGE>
Responsibility of Unocal and the Plan Administrator
Q: What are the responsibilities of Unocal and the plan administrator under
the Plan?
A: Neither we nor the plan administrator will be liable for any act done in
good faith or for any good faith omission to act, including, without
limitation, any claim of liability arising out of (i) the failure to
terminate your account upon your death, (ii) the prices at which shares are
purchased for your account, (iii) the times when purchases are made, or
(iv) any fluctuations in the market value of the Common Stock.
Neither we nor the plan administrator can provide any assurance of a profit
or protection against loss on shares of the Common Stock purchased under
the Plan.
Suspension, Modification or Termination of the Plan
Q: Can the Plan be suspended, modified or terminated?
A: We reserve the right to suspend or terminate the Plan without notice at any
time whatsoever. You will be notified of any such suspension or
termination. We also reserve the right in our sole discretion to make
modifications to the Plan. If the Plan is modified in any material way, we
will provide you a copy of any material modification.
Upon termination of the Plan, any uninvested optional cash deposits will be
returned, a stock certificate for whole shares credited to your account
will be issued, and a cash payment will be made for any fractional share
less any applicable fees. However, in the event that we terminate the Plan
and concurrently establish a plan similar to the Plan, you may be
automatically enrolled in such other plan. In such event, shares credited
to your plan account will be credited automatically to such other plan,
unless the plan administrator is notified to the contrary.
Other Information
Q: How can I get answers to questions regarding my plan account or the Plan?
A: Questions concerning the Plan or your plan account should be addressed to
the plan administrator (See "Administration").
Q: Who bears the risk of changes in the price of the Common Stock?
A: You bear all risk of loss that may result from market fluctuations in the
price of the Common Stock.
Neither we nor the plan administrator can guarantee that shares purchased
under the Plan will be worth more or less than the original purchase price
for such shares.
Q: Who interprets the Plan?
A: We will determine any question of interpretation arising under the Plan,
and our determinations will be final. We may adopt rules and regulations to
govern the administration of the Plan. The
14
<PAGE>
terms and conditions of the Plan and its operation will be interpreted
under the laws of the State of New York.
Q: What are some of my responsibilities as a participant in the Plan?
A: You will bear the risk of loss for all stock certificates or funds
transmitted by you to the plan administrator.
Shares held in the name of the Plan are also subject to escheat pursuant to
your state's laws in the event that such shares are deemed, under such
state's laws, to have been abandoned by you. In order to avoid in some
instances the operation of the escheat laws, you should notify the plan
administrator promptly of any change of address. Account statements and
other communications will be addressed at the last address of record
provided to the plan administrator by you or the registered owner of your
shares.
USE OF PROCEEDS
We will use the net proceeds from the sale of the Common Stock purchased
from us pursuant to the Plan for our general corporate purposes, including
investments in, contributions to, or extensions of credit to our subsidiaries.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The General Corporation Law of the State of Delaware, our state of
incorporation, and our Bylaws provide for indemnification of our company's
directors and officers in certain circumstances. In addition, we have provided
in our Certificate of Incorporation that we will eliminate the personal
liability of our Directors to the full extent permitted by Delaware law. Each
of our directors and officers has a contractual right to indemnification when
he or she is made a party or threatened to be made a party to, or involved in,
any action, suit, or proceeding, civil or criminal, administrative or
investigative, by reason of the fact that he or she is or was a director or an
officer of our company, any of our subsidiaries or any other entity for which
he or she served as an officer or director at our request. Our directors and
officers are also covered by insurance policies indemnifying them against
certain civil liabilities, including liabilities under the federal securities
laws. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the SEC such indemnification is against public
policy as expressed in the Act and is therefore unenforceable.
EXPERTS
The consolidated financial statements and financial statement schedule of
Unocal and its subsidiaries as of December 31, 1997 and 1996, and for each of
the three years in the period ended December 31, 1997, included in Unocal's
Annual Report on Form 10-K for the year ended December 31, 1997, and
incorporated by reference in this prospectus, have been incorporated herein in
reliance on the report of PricewaterhouseCoopers LLP (formerly Coopers &
Lybrand, L.L.P.), independent accountants, which report is incorporated by
reference herein, and on the authority of that firm as experts in accounting
and auditing.
15
<PAGE>
LEGAL MATTERS
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
January 15, 1999, Mr. Codon owned 25,093 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 11,300 performance share units, which could be paid
out in up to 22,600 shares of Common Stock four years after their award dates,
depending upon Unocal's total return to stockholders.
16
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information......................................... 2
Incorporation of Certain Documents
by Reference............................................................... 2
Unocal Corporation.......................................................... 3
Description of the Plan..................................................... 4
Purpose................................................................... 4
Administration............................................................ 5
Eligibility............................................................... 6
Enrollment................................................................ 6
Purchases................................................................. 9
Costs and Expenses........................................................ 10
Reports................................................................... 11
Stock Certificates and Safekeeping........................................ 11
Withdrawal and Liquidation of Shares from Plan Accounts................... 11
Termination of Participation.............................................. 12
Stock Dividends and Stock Splits.......................................... 13
Voting Rights............................................................. 13
Income Tax Consequences................................................... 13
Responsibility of Unocal and the Plan Administrator....................... 14
Suspension, Modification or Termination of the Plan....................... 14
Other Information......................................................... 14
Use of Proceeds............................................................. 15
Indemnification for Securities Act
Liabilities................................................................ 15
Experts..................................................................... 15
Legal Matters............................................................... 16
</TABLE>
PROSPECTUS
[LOGO]
Unocal Corporation
DIVIDEND REINVESTMENT
AND
COMMON STOCK
PURCHASE PLAN
3,249,672 Shares
Common Stock, $1.00 Par Value
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 15. 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 director 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 16. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------- -------
<C> <S>
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 effective December 7, 1998, and currently
in effect (incorporated by reference to Exhibit 3 to Unocal's Current
Report on Form 8-K dated December 7, 1998, File No. 1-8483).
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 4.9 to Unocal's Registration Statement on Form S-
4 (Registration Nos. 333-09137 and 333-09137-01).
5 Opinion of Dennis P. R. Codon, Esq. to Unocal (incorporated by
reference to Exhibit 5 of Unocal's Registration Statement on Form S-3
dated October 26, 1995, Registration No. 33-63719).
23.1 Consent of PriceWaterhouseCoopers LLP
23.3 Consent of Dennis P. R. Codon, Esq. (included in Exhibit 5).
24 Power of Attorney (incorporated by reference to Exhibit 24 of Unocal's
Registration Statement on Form S-3 dated October 26, 1995,
Registration No. 33-63719).
99 Form of Authorization Card (incorporated by reference to Exhibit 99 of
Unocal's Registration Statement on Form S-3 dated October 26, 1995,
Registration No. 33-63719).
</TABLE>
II-1
<PAGE>
Item 17. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which officers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");
(ii) 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;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or
any material change to such information in this registration statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) 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 Exchange 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.
II-2
<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-3 and has duly caused this Post-Effective
Amendment to the Registration Statement No. 33-63719 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of El
Segundo, State of California, on February 18, 1999.
Unocal Corporation
By /s/ Timothy H. Ling
______________________________
Timothy H. Ling
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment has been signed by the following persons in the capacities
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Roger C. Beach* Chairman of the Board of February 18, 1999
____________________________________ Directors and Chief
Roger C. Beach Executive Officer
/s/ Timothy H. Ling Chief Financial Officer February 18, 1999
____________________________________
Timothy H. Ling
/s/ Joe D. Cecil Vice President February 18, 1999
____________________________________ and Comptroller
Joe D. Cecil
/s/ John W. Amerman* Director February 18, 1999
____________________________________
John W. Amerman
/s/ John W. Creighton, Jr.* Director February 18, 1999
____________________________________
John W. Creighton, Jr.
Director February 18, 1999
____________________________________
James W. Crownover
/s/ Malcolm R. Currie* Director February 18, 1999
____________________________________
Malcolm R. Currie
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Frank C. Herringer* Director February 18, 1999
____________________________________
Frank C. Herringer
/s/ John F. Imle, Jr.* Director February 18, 1999
____________________________________
John F. Imle, Jr.
Director February 18, 1999
____________________________________
Donald B. Rice
Director February 18, 1999
____________________________________
Kevin W. Sharer
/s/ Charles R. Weaver* Director February 18, 1999
____________________________________
Charles R. Weaver
/s/ Marina v.N. Whitman* Director February 18, 1999
____________________________________
Marina v.N. Whitman
*By: /s/ Darrell D. Chessum* Director February 18, 1999
____________________________________
Darrel D. Chessum
Attorney-In-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective Amendment
No. 2 to the Registration Statement on Form S-3 of Unocal Corporation (File No.
33-63719) 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."
PricewaterhouseCoopers LLP
Los Angeles, California
February 18, 1999
