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) September 30, 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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Unocal Corporation completed the sale of its agricultural products business to
Calgary-based Agrium Inc. for approximately $321 million and possible future
consideration.
The sale included 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.
Unocal received approximately $246 million in cash ($250 million adjusted for
working capital and other charges) plus $50 million in Agrium six percent junior
convertible subordinated debentures and approximately 2.6 million shares of
Agrium common stock. The junior convertible subordinated debentures are
convertible into approximately 4.2 million additional shares of Agrium common
stock. In addition, Unocal has retained an interest in the form of participation
payments if ammonia and urea prices rise above projected levels over the next
six years.
Unocal expects to use the cash proceeds from the sale for general corporate
purposes, which may include debt reduction or possible acquisitions. Unocal has
the right to have the Agrium convertible subordinated debentures and common
stock registered for resale. The proceeds from any resale would be used in like
fashion.
Unocal's Alaska oil and gas business unit will continue to supply natural gas to
ANP from certain Cook Inlet fields and other sources pursuant to a 1998
agreement between Unocal and ANP that expires in 2009.
This filing contains certain forward-looking statements about possible receipt
of participation payments, use of cash for debt reduction or other purposes,
natural gas reserves and gas deliveries and prices. These statements are not
guarantees of future performance. The statements are based upon current
expectations and beliefs and are subject to a number of known and unknown risks
and uncertainties that could cause actual results to differ materially from
those described in the forward looking statements. Actual results could differ
materially as a result of various factors, including certain of those discussed
in Unocal's 1999 Annual Report on Form 10-K.
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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: October 3, 2000 By: /s/ JOE D. CECIL
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Joe D. Cecil
Vice President and Comptroller
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