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) January 18, 2000
------------------------
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.
Unocal Corporation has reached agreement to sell its agricultural products
business to Calgary-based Agrium Inc. for approximately US$325 million and
possible future consideration.
The agreement involves the sale of Unocal's Prodica LLC and Alaska Nitrogen
Products LLC (ANP) subsidiaries. Prodica provides nitrogen and sulfur products
to agricultural and industrial customers throughout the western United States
and northern Mexico. ANP manufactures ammonia and urea at its Nikiski, Alaska,
plants for agricultural and industrial customers in the Pacific Region. Under
the agreement, Unocal would receive US$250 million in cash plus US$50 million in
newly-issued Agrium 6% convertible preferred securities and US$25 million in
Agrium common stock (at a 4% discount to market). In addition, the agreement
provides for participation payments to Unocal if ammonia and urea prices rise
above projected levels over the next six years. Unocal expects to use the
proceeds from the sale for general corporate purposes, including debt reduction.
The sale is subject to certain regulatory approvals. The company expects the
transaction to be completed by early in the second quarter. Credit Suisse First
Boston advised Unocal with respect to the sale.
Forward-looking statements regarding future business transactions and future
participation payments in this filing are based on assumptions concerning
market, regulatory, environmental, and other considerations. Actual results
could differ materially as a result of factors discussed in Unocal's 1998 Form
10-K report filed with the Securities and Exchange Commission.
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: January 20, 2000 By: /s/ JOE D. CECIL
- ------------------------ -------------------------------
Joe D. Cecil
Vice President and Comptroller
2