SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 5, 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 No.) (IRS Employer Identification No.)
2141 Rosecrans Avenue
Suite 4000
El Segundo, California 90245
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 726-7600
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ITEM 5. OTHER EVENTS.
On January 5, 2000, the Board of Directors of our Company, Unocal
Corporation, a Delaware corporation, declared a dividend of one preferred share
purchase right (a "Right") for each outstanding share of common stock, par value
$1.00 per share. The dividend is payable on January 29, 2000 to the stockholders
of record on January 29, 2000. These rights will replace similar rights to
purchase preferred stock that will expire on January 29, 2000.
Our Board has adopted this Rights Agreement to protect stockholders
from coercive or otherwise unfair takeover tactics. In general terms, it works
by imposing a significant penalty upon any person or group which acquires 15% or
more of our outstanding common stock without the approval of our Board. The
Rights Agreement should not interfere with any merger or other business
combination approved by our Board.
For those interested in the specific terms of the Rights Agreement
entered into between our Company and ChaseMellon Shareholder Services, L.L.C.,
as the Rights Agent, on January 5, 2000, we provide the following summary
description. Please note, however, that this description is only a summary and
is not complete, and should be read together with the entire Rights Agreement,
which is incorporated by reference and has been filed as an exhibit to this
Form 8-K.
The Rights. Our Board authorized the issuance of a Right with respect to each
issued and outstanding share of common stock on January 29, 2000. The Rights
initially will trade with, and will be inseparable from, the common stock. The
Rights initially will be evidenced only by certificates or book-entry credits
that represent shares of common stock. New Rights will accompany all new shares
of common stock we issue after January 29, 2000, until the Distribution Date
described below.
Exercise Price. Each Right will allow its holder to purchase from our Company
one one-hundredth of a share of Series B Junior Participating Preferred Stock
(a "Preferred Share") for $180, once the Rights become exercisable. This portion
of a Preferred Share will give the stockholder approximately the same dividend,
voting, and liquidation rights as would one share of common stock. Prior to
exercise, the Right does not give its holder any dividend, voting, or
liquidation rights.
Exercisability. The Rights will not be exercisable until
. 10 days after the public announcement that a person or group has become
an "Acquiring Person" by obtaining beneficial ownership of 15% or more of
our outstanding common stock, or, if earlier,
. 10 business days (or a later date determined by our Board before any person
or group becomes an Acquiring Person) after a person or group begins a tender
or exchange offer which, if consummated, would result in that person or group
becoming an Acquiring Person.
We refer to the date when the Rights become exercisable as the
"Distribution Date." Until that date, the common stock certificates or
book-entry credits that represent shares of common stock will also evidence the
Rights, and any transfer of shares of common stock will
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constitute a transfer of the associated Rights. After that date, the Rights will
separate from the common stock and be evidenced by Rights certificates that we
will mail to all eligible holders of common stock. Any Rights held by an
Acquiring Person will be void and may not be exercised.
Our Board may reduce the ownership threshold at which a person or
group becomes an Acquiring Person from 15% to not less than 10% of the
outstanding common stock.
Consequences of a Person or Group Becoming an Acquiring Person.
. Flip In. If a person or group becomes an Acquiring Person, all holders of
Rights except the Acquiring Person may, for $180, purchase shares of our
common stock with a market value of $360, based on the market price of the
common stock prior to such acquisition.
. Flip Over. If our Company is later acquired in a merger or similar
transaction after the Rights Distribution Date, all holders of Rights except
the Acquiring Person may, for $180, purchase shares of the acquiring
corporation with a market value of $360 based on the market price of the
acquiring corporation's stock, prior to such merger.
Preferred Share Provisions.
Each one one-hundredth of a Preferred Share, if issued:
. will not be redeemable.
. will entitle holders to quarterly dividend payments of $.01 per share,
or an amount equal to the dividend paid on one share of common stock,
whichever is greater.
. will entitle holders upon liquidation either to receive $1 per share or
an amount equal to the payment made on one share of common stock,
whichever is greater.
. will have the same voting power as one share of common stock.
. if shares of our common stock are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment equal to the
payment made on one share of common stock.
The value of one one-hundredth interest in a Preferred Share should approximate
the value of one share of common stock.
Expiration. The Rights will expire on January 29, 2010.
Redemption. Our Board may redeem the Rights for $.001 per Right at any time
before any person or group becomes an Acquiring Person. If our Board redeems any
Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only
right of the holders of Rights will be to receive the redemption price of $.001
per Right. The redemption price will be adjusted if we have a stock split or
stock dividends of our common stock.
2
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Exchange. After a person or group becomes an Acquiring Person, but before an
Acquiring Person owns 50% or more of our outstanding common stock, our Board may
extinguish the Rights by exchanging one share of common stock or an equivalent
security for each Right, other than Rights held by the Acquiring Person.
Anti-Dilution Provisions. Our Board may adjust the purchase price of the
Preferred Shares, the number of Preferred Shares issuable and the number of
outstanding Rights to prevent dilution that may occur from a stock dividend, a
stock split, a reclassification of the Preferred Shares or common stock. No
adjustments to the Exercise Price of less than 1% will be made.
Amendments. The terms of the Rights Agreement may be amended by our Board
without the consent of the holders of the Rights. However, our Board may not
amend the Rights Agreement to lower the ownership threshold at which a person or
group becomes an Acquiring Person to below 10% of our outstanding common stock.
In addition, the Board may not cause a person or group to become an Acquiring
Person by lowering this threshold below the percentage interest that such person
or group already owns. After a person or group becomes an Acquiring Person, our
Board may not amend the agreement in a way that adversely affects holders of the
Rights.
Other Registrations. From and after January 29, 2000, all registrations of the
existing Preferred Stock Purchase Rights (which expire January 29, 2000)
pursuant to registration statements of the Company (whether on Form S-3,
Form S-8 or otherwise) shall be deemed to be registrations of the replacement
Rights described herein.
3
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
4 Rights Agreement, dated as of January 5, 2000, between
Unocal Corporation and ChaseMellon Shareholder Services, L.L.C.
(incorporated by reference to Exhibit 4 of the Company's
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on January 6, 2000).
99 Press Release issued by Unocal Corporation on January 5,
2000.
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SIGNATURE
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.
Dated: January 6, 2000
UNOCAL CORPORATION
By: /s/ JOE D. CECIL
-----------------------------
Name: Joe D. Cecil
Title: Vice President and Comptroller
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EXHIBIT LIST
Exhibit
No. Description
--- -----------
4 Rights Agreement, dated as of January 5, 2000, between Unocal
Corporation and ChaseMellon Shareholder Services, L.L.C.
(incorporated by reference to Exhibit 4 of the Company's
Registration Statement on Form 8-A, filed with the Securities and
Exchange Commission on January 6, 2000).
99 Press Release issued by Unocal Corporation on January 5, 2000.
Exhibit 99
UNOCAL CORPORATION
2141 Rosecrans Avenue, Suite 4000
El Segundo, California 90245
[LOGO OMITTED]
NEWS RELEASE
Contact: Barry Lane (Media)
310-726-7731
Robert Wright (Investors)
310-726-7665
Unocal board approves Preferred Share Purchase Rights Plan
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El Segundo, Calif., Jan. 5, 2000 - Unocal Corporation's (NYSE: UCL) board
of directors today approved a Preferred Share Purchase Rights plan that will
take effect on Jan. 29, 2000, when the current plan expires. Summary terms of
the rights are detailed below. A description of the Rights Agreement will be
filed on Form 8-K with the Securities and Exchange Commission.
Roger C. Beach, Unocal chairman and chief executive officer, said the
adoption of the rights plan is not in response to any effort to acquire control
of the company, and Unocal is not aware of any takeover effort.
"This new rights plan, like the similar plan that is expiring, is intended
to ensure that all Unocal stockholders realize the long-term value of their
investment in the company," Beach said. "The rights do not prevent a takeover,
but should encourage anyone seeking to acquire Unocal to negotiate with the
board of directors prior to attempting a takeover."
Unocal is a leading global oil and gas exploration and production company
with significant pipeline and power plant projects worldwide. For further
information about Unocal Corporation and its activities, visit the company's web
site at WWW.UNOCAL.COM.
* * * * *
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PREFERRED SHARE PURCHASE RIGHTS
Unocal's board of directors today declared a dividend distribution of one
Preferred Share Purchase Right on each outstanding share of Unocal common stock,
replacing similar rights that will expire on Jan. 29, 2000.
The rights will be exercisable only if a person or group acquires 15 percent or
more of Unocal's outstanding common stock, or announces a tender offer, which,
if successful, would result in ownership by a person or group of 15 percent or
more of Unocal's common stock. Each right will entitle stockholders (other than
the 15 percent or more acquiror) to buy one one-hundredth of a share of Unocal's
Series B Junior Participating Preferred Stock at an exercise price of $180.
If a person or group acquires 15 percent or more of Unocal's outstanding common
stock, each right will entitle its holder (other than such person or members of
such group) to purchase a number of Unocal's common shares having a market value
of twice the exercise price of the right.
If Unocal were to be acquired in a merger or other business combination
transaction after a person has acquired 15 percent or more of the company's
outstanding common stock, each right will entitle its holder (other than the
acquiring person) to purchase a number of the acquiring company's common shares
having a market value of twice the exercise price of the right.
Unocal's board is authorized to reduce the 15-percent thresholds referred to
above to not less than 10 percent.
Prior to a person or group acquiring ownership of 15 percent or more of the
company's common stock, the rights will be redeemable for $0.001 per right at
the option of Unocal's board.
The distribution of the rights dividend will be made on Jan. 29, 2000, payable
to stockholders of record on that date. The rights will expire 10 years after
the date of issuance.
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