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) May 18, 2000
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UNOCAL CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8483 95-3825062
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(Commission File Number) (I.R.S. Employer Identification No.)
2141 Rosecrans Avenue, Suite 4000, El Segundo, California 90245
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(Address of Principal Executive Offices) (Zip Code)
(310) 726-7600
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(Registrant's Telephone Number, Including Area Code)
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Item 5. Other Events.
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Patent Case
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On May 18, 2000, the United States Court of Appeals for the Federal Circuit
denied a petition by six major oil companies to rehear their appeal of the
earlier decision validating the company's patent for reformulated gasoline.
In March, a three judge panel of the Court upheld the validity of the company's
reformulated motor gasoline patent and confirmed the earlier jury award of 5-3/4
cents per gallon in damages for the infringement.
Following a 1997 trial in the U.S. District Court for the Central District of
California (Los Angeles), a jury had found the patent was valid and that six
defendant companies had infringed the patent with respect to 1.19 billion
gallons, or 29.1 percent of the total California reformulated gasoline
manufactured by the six defendant companies between March 1, 1996, and July 31,
1996. The jury also awarded the company 5-3/4 cents per gallon in damages for
this infringement. The jury's award for the five-month period now total
approximately $95 million, including interest and certain attorney's fees.
The "393" patent (No. 5,288,393) was awarded to the company by the U.S. Patent
and Trademark Office on Feb. 22, 1994, for new, useful and nonobvious
compositions of traditional automotive gasolines that substantially reduce
unwanted tailpipe emissions using current refining technology. The compositions
outlined in the patent involve specifications of various parameters in gasoline
manufacturing, including Reid Vapor Pressure, olefin content, and the T50 and
T90 distillation points.
A series of additional patents has been granted to the company since the "393"
patent. These patents were an outgrowth of the earlier research and supplemented
the claims of the earlier patent. The patents may have application throughout
the United States, not just California. None of the patents require or exclude
the use of MTBE.
The company believes that its patents may offer a significant potential revenue
stream. With the conclusion of the appeal, the company will now ask the District
Court in Los Angeles to implement an earlier order for the defendant companies
to provide an accounting of their infringement of the "393" patent since the
five-month period covered by the trial.
Offer to Purchase Shares of Northrock Resources Ltd.
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The company's Unocal Canada Management Limited subsidiary will proceed with the
previously announced offer to purchase all the publicly held common shares of
Northrock Resources Ltd. (Northrock). The company previously announced a
conditional offer of $10.10 Canadian dollars per share for the approximately
21.9 million shares, or approximately 52 percent, of Northrock that remain
outstanding. The company's Unocal Canada Resources subsidiary currently owns
19.6 million shares, or approximately 48 percent, of Northrock, which were
acquired in transactions that closed in May and December of 1999.
Unocal Canada Management will be making this offer with the consent of, and in
full cooperation with, Northrock. Northrock's board of directors recommended
acceptance of the offer to Northrock's shareholders after receiving a valuation
and fairness opinion from an independent financial advisor. The offer for the
remaining shares of Northrock will be subject to certain conditions including
obtaining all required regulatory approvals and that a minimum of 90 percent of
the Northrock shares not already owned by Unocal Canada Resources are tendered
to the offer. A take-over bid circular containing the offer will be mailed to
Northrock's shareholders of record as soon as reasonably possible.
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Forward looking statements regarding any litigation and commercial acquisition
activities in this filing are based on assumptions concerning market,
operational, competitive, regulatory, environmental, and other considerations.
Actual results could differ materially as a result the foregoing and other
factors as outlined in Unocal's 1999 Form 10-K
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: May 23, 2000 By: /s/ JOE D. CECIL
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Joe D. Cecil
Vice President and Comptroller
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