UNOCAL CORP
8-K, 2000-01-20
CRUDE PETROLEUM & NATURAL GAS
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                       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.

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<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
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